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Nomination and Remuneration Committee

04/08/2019 - 04:30 PM

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According with Telecom Italia Principles of Corporate Governance the Nomination and Remuneration Committee is made up of non-executive directors, of whom the majority shall be independent, including at least one elected from a slate presented by minority shareholders in accordance with the Bylaws. At least one member of this Committee shall possess adequate expertise in financial matters or pay policies.

The chairman of the board of statutory auditors, or another statutory auditor designated by the chairman, attends the meetings of the Nomination and Remuneration Committee, although the other statutory auditors may also attend.  

Responsibilities

The Committee, which combines – on the basis of operational efficiency considerations – the duties and the responsibilities attributed to the nomination committee and the remuneration committee by the Borsa Code, also, pursuant to the governance documents in force:

  • oversees the succession plan for Executive Directors, and monitors the updating of the company management replacement lists, prepared by the Executive directors; 
  • shares with the Executive Directors, on a preliminary basis, the decisions under their purview regarding the appointment of managers directly reporting to them and the appointment of the Chief Executive Officers of the major subsidiaries; 
  • establishes the procedure and period for the annual evaluation of the Board of Directors; 
  • proposes the criteria for allocating the total annual compensation established by the Shareholders’ Meeting for the whole Board of Directors; 
  • expresses opinions on the allocation of the remuneration to the Directors, Statutory Auditors and strategic executives, which do not constitute excluded related party transactions; 
  • performs other duties assigned to it by the Board of Directors.

In FY 2018 the Committee defined the planning of its activities for the execution of the tasks assigned to it; 14 meetings were held (of which 10 after the renewal of the Board of Directors) for an average length of 1 hour, with an overall attendance rate of 97%. 

In 2018 the Committee, inter alia: defined the allocation of the remuneration of the Board of Directors as established by the Shareholders' Meeting of May 4, 2018; it gave instructions regarding the remuneration of the Chairman of the Board of Directors; it managed the succession process of the CEO, Amos Genish, and the remuneration proposal for his replacement, Luigi Gubitosi; it defined the implementation procedures and the selection of the external consultant for the 2018 board evaluation. For further information on the work of the Committee see the Remuneration Report.

The Committee (whose meetings are attended by the Chair of the Board of Statutory Auditors or any other Auditor delegated by said Chair, without prejudice to the possibility for all Statutory Auditors to attend) was able to access the information and company departments necessary to carry out its tasks, inviting the managers responsible for the areas being discussed in each case to provide support. The Committee was not assigned financial resources of a predetermined amount, but was able autonomously to bring in external consultants.
The percentage of attendance at meetings in 2017 was 100%.

Telecom Italia Shareholders' Meeting held on May 4, 2017 appointed the Board of Directors which established on May 16, 2018 the internal committees.  

 

For further information, please contact:
Telecom Italia S.p.A.
Corso d’Italia n. 41
00198 Roma
Ph. +39.06.36881
Email: corporate.affairs@telecomitalia.it