The TIM Board of Directors expresses its orientation on the composition of the new administrative body that the Shareholders’ Assembly will have to appoint for the next three years
Mandate to the President Salvatore Rossi to coordinate the preparatory activities for the presentation of a list of candidates by the outgoing Board
Il TIM Board of Directors met today under the chairmanship of Salvatore Rossi for an update on ongoing activities and to define, among other things, the initiatives to be undertaken in relation to the renewal of the Board of Directors.
In fact, with the approval of the budget as of 31 December 2023, the mandate of the current Board will expire and the members will be asked to renew the board body. In view of this renewal, in compliance with the recommendations of the Corporate Governance Code of Borsa Italiana, the Board of Directors first formulated its opinion on the size and composition of the new Board (published on the website www.gruppotim.it).
With specific reference to the dimensional element, the Board deems it appropriate, also in light of the results of the Board Review, to have one reduction in the number of its components compared to the current one 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, the appointment of a Board of Directors of nine members.
Furthermore, precisely in consideration of the need to give continuity to the actions underway in a very delicate and unique transition of change in the corporate reality, the Board of Directors has unanimously decided to make use of the faculty, pursuant to the Articles of Association and in compliance with the best practice, to present its own list that aims to be a majority, as already happened on the occasion of the previous renewal.
Per prepare the listthe Council 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 will go 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 coherence 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.
The coordination of the activities has been entrusted to 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 Appointments and Remuneration Committee.