Corporate Governance

10/08/2019 - 03:25 PM

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1. What are the duties of Telecom Italia’s Board of Directors? How many people is it composed of?
2. What is the composition of the internal committees which support the BoD’s operations?
3. Who are the External Auditors of the Telecom Italia Group?

1. What are the duties of Telecom Italia’s Board of Directors? How many people is it composed of?

The Board of Directors has general powers of guidance and control over corporate activities, and over the undertaking of corporate business, pursuing the primary goal of the creation of value for shareholders.

Telecom Italia Shareholders' Meeting held on May 4, 2018 appointed the Board of Directors who will remain in office for three financial years, until approval of the financial statements at 31 December 2020. The Shareholders Meeting fixed the number of components in 15.

On May 7, 2018 the Board of Directors appointed Fulvio Conti as Chairman and Amos Genish as Chief Executive Officer of the Company.

On May 16, 2018 the Board of Directors has established the internal committees forming a new one focusing on the investigation and monitoring of interactions with related parties.

TIM’s Board of Directors has met on June 25, 2018 and expanded the membership of its Internal Committees, increasing the number of members from 4 to 5.  

TIM’s Board of Directors met on November 13, 2018 and deliberated by a majority vote to revoke with immediate effect all powers conferred to Director Amos Genish. The proxies revoked were provisionally assigned to the Chairman of the Board in accordance with the succession plan for Executive Directors adopted by TIM.

The Board of Directors deliberated in its meeting on November 18, 2018, to appoint Luigi Gubitosi Chief Executive Officer and General Manager, conferring him executive powers.

On June 27, 2019 the Board of Directors acknowledged the resignation of Mr. Amos Genish and approved to replace him by co-opting Mr. Franck Cadoret.

The Board of Directors in its meeting on August 1, 2019, called Director Cadoret to join the Strategic Committee.

The Board of Directors received on September 26, 2019 the resignation of Fulvio Conti who stepped down as Chairman of the Board and Director of the Company as of the end of the meeting. 

On October 21, 2019 the Board of Directors unanimously deliberated to co-opt Prof. Salvatore Rossi and to appoint him as Chairman of the Company’s Board of Directors.

The Board of Directors has granted Prof. Rossi the powers of the Chairman in accordance with law, with the Company’s By-Laws and with the Corporate Governance codes in force (including the right to participate in the Strategic Committee).

There are no directors holding more positions than the maximum number specified in the Corporate Governance Principles.  

The Board of Directors is  composed by 15 members: 

Luigi Gubitosi Chief Executive Officer
Salvatore Rossi Chairman 
Alfredo Altavilla Administrator
Paola Bonomo Administrator
Giuseppina Capaldo Administrator
Maria Elena Cappello Administrator
Massimo Ferrari Administrator
Frank Cadoret Administrator
Paola Giannotti de Ponti Administrator
Marella Moretti Administrator
Lucia Morselli Administrator
Dante Roscini Administrator
Arnaud de Puyfontaine Administrator
Rocco Sabelli Administrator 
Michele Valensise Administrator

2. What is the composition of the internal committees which support the BoD’s operations?

In Telecom Italia we have reorganized our committees in order to: monitor the implementation of strategies, the development of plans and results; guarantee the overall coordination of business activities and the handling of cross-group issues; reinforce the necessary operational synergies between the various departments involved in technological, business and support processes; foster the integrated development of innovation in the Group.

Besides the committees made up of managers, the following Board committees have been set up with functions defined by the Telecom Italia Principles of Corporate Governance: Strategy Commitee, Control and Risk Committee, Nomination and Remuneration Committee, Related Parties Committee.

The composition of the Committees has been defined as follows:

  • Strategy Committee -  Directors Gubitosi (CEO), Rossi, Cadoret, de Puyfontaine, Ferrari and Sabelli
  • Control and Risk Committee – Directors Giannotti (Chairman), Ferrari, Moretti, Morselli and Valensise
  • Nomination and Remuneration Committee – Directors Altavilla (Chairman), Bonomo, Capaldo, Sabelli and Valensise
  • Related Parties Committee - Directors Morselli (Chairman), Capaldo, Cappello, Moretti and Roscini

The press release issued after the shareholders' meeting of May 4 2018 can be found here.

3. Who are the External Auditors of the Telecom Italia Group?

Telecom Italia’s external auditors is Ernst&Young. The Shareholders’ Meeting held on March 29, 2019 has appointed E&Y, on the basis of a reasoned proposal by the Board of Statutory Auditors, for the auditing of the separate financial statements, the consolidated financial statements, limited auditing of the half-yearly condensed consolidated financial statements, the auditing of Form 20-F and the attestation on the internal controls in accordance with Section 404 of the Sarbanes-Oxley Act, for every financial year for the period 2019-2027.

 

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