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«In consideration of the need to give continuity to the actions underway in a very delicate and unique passage of change in the corporate reality», the board of
Tim’s administration has unanimously decided to avail itself of the right, pursuant to the statute and in accordance with best practice, to present its own list which aims to be a majority, as already occurred on the occasion of the previous renewal”.
This was announced in a note from Telecom Italia at the end of the board of directors meeting. To prepare the list, the board has decided to adopt a specific procedure (available on the website www.gruppotim.it) in line with the guidelines expressed by the Supervisory Authority and with best practices.
The process
The process will pass through an initial phase of survey of the shareholders and market representatives, having exclusively as its object the qualitative-quantitative profiles of the composition of the board, in line with the company’s engagement policy, to proceed, initially, with the definition of these profiles and the drafting of an initial and extensive list of possible candidates and, finally, of a short-list, with the technical support of an executive search consultant.
Coordination to President Rossi
The coordination of the activities was entrusted to the president Salvatore Rossi, as an independent and impartial figure who has already communicated that he does not wish to stand again; he will also have the task of keeping the board of directors constantly updated on the progress of the process, which will take all the decisions within its competence, with the support of the nomination and remuneration committee.
Towards a 9-member council
In view of the renewal of the Tim board, and in compliance with the recommendations of the Corporate Governance Code of Borsa Italiana, the board of directors deemed it appropriate, also in light of the results of the Board Review, to reduce the number of its members compared to the current number of fifteen directors, «consistently with the long-term trend in comparable companies, with the current practice in various large listed companies and with the opportunity to contain the out-of-pocket costs of corporate governance». In particular, in consideration of the prospective evolution of the company’s activity and its business perimeter following the execution of the delayering plan, which provides for the spin-off and sale of the network, the appointment of a board of directors of nine appears appropriate components. The final word on the number of directors on the new board will be up to the shareholders’ meeting.