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Activities

 

TIM’s corporate governance system, set up in line with the traditional model, focuses on the role of strategic leadership given to the Board; on the transparency of management decisions both within the company and in relation to the market; on the efficiency and effectiveness of the internal control system; on the rigorous governance of potential conflicts of interest and on solid rules of conduct in executing transactions with related parties.

The evaluation of business is based on a continuous flow of information to non-executive Directors and Statutory Auditors, coordinated by the Chairman of the Board of Directors; this service is provided by the Secretary. This happens from time to time during the meetings and specifically, with a detailed comparison between the results obtained and the objectives of the budget, when examining financial reports and data on the progress of operations.

Activities in 2020

During 2020 the Board of Dirtectors among other things:

18 May 2020

  • approved the Financial Report at March 31, 2020
  • signed a new credit line agreement of EUR 1.7 billion available to finance the Group's activities
  •  granted to a consortium led by Ardian Infrastructure and with the participation of Canson Capital Partners an exclusive negotiation period for the acquisition of a minority stake in the holding company which will hold TIM's stake in INWIT and which will remain in full control of TIM.

TIM: BOARD OF DIRECTORS APPROVES THE FINANCIAL REPORT AT MARCH 31, 2020

23 April 2020

  • confirmed Salvatore Rossi as Chairman, with the powers already in place (also recognizing that he meets the independence requirements) and Franck Cadoret member of the Strategies and Sustainability Committee
  • approved to sell part of Inwit’s shares, through an ABB (Accelerate Book Building), with the aim of increasing the stock’s liquidity and has been updated on the progress of the joint-venture project with the KKR fund for the management of the secondary network and the development of fiber connections.  

TIM SHAREDOLDERS' MEETING

1 April 2020

  • adopted a new Organisational Model pursuant to Legislative Decree 231/2001 under which supervisory functions ex D.Lgs. 231, as of today performed by the Statutory Auditors itself, have been allocated to a new and separate structure made up of two external subjects (one of  which is Chairman), a Statutory Auditor and the Head of the Company's Audit Department.

TIM: NEW SUPERVISORY BODY ESTABLISHED

10 March 2020

  • approved the 2020-2022 Strategic Plan 
  • approved the consolidated Financial Statements as of 31 December 2019
  • altered the mission of the Strategic Committee, renamed to Strategies and Sustainability Committee, and its current members will be joined by the Directors Bonomo and Cappello
  • resolved to proposed to the Shareholders' meeting: (i) the approval of the financial statements and dividend distribution; the appointment of two Directors, to replace Amos Genish and Fulvio Conti; (iii)  the updating of the Bylaws to adapt to the new legal provisions on gender balance (2/5 of the total number of candidates shall be reserved for the less represented gender); (iv) the approval of the Long-Term Incentive Plan (LTI 2020/2022) and Broad-Based Share Ownership Plan
  • conferred a mandate to convene the Shareholders' meeting taking account of the health emergency affecting the whole country.

TIM: BOARD OF DIRECTORS APPROVES THE ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDING 31 DECEMBER 2019
TIM: THE BOARD OF DIRECTORS HAS APPROVED THE 2020-2022 STRATEGIC PLAN

 

27 February 2020

  • received an update on the project aimed at evaluating possible forms of integration between TIM’s and Open Fiber’s optical fibre networks.

TIM Board of Directors

Activities in 2019

During 2019 the Board od Dirtectors among other things:

7 November 2019

  • approved the Group’s financial report at September 30, 2019 and the calendar of the company for the coming year and confirmed that also in 2020 the Group will disclose the interim reports for the quarters
  • approved the creation of a joint venture with Santander Group to offer consumer finance services to TIM’s clients in Italy
  • approved a term sheet setting out the terms for a strategic partnership with Google Cloud. The partnership will enable TIM to become a key Italian player in the cloud and edge computing market.

TIM: Board of Directors approves Financial Report at  September 30, 2019

Santander Consumer Finance and TIM to form a joint venture of consumer finance for TIM clients

TIM and Google Cloud announce a term sheet for a strategic partnership

21 October 2019

  • deliberated to co-opt Prof. Salvatore Rossi and to appoint him as Chairman of the Company’s Board of Directors
  • ascertained that Prof. Rossi meets the independence requirements and confirmed his status as independent Director in light of the powers and role assigned to him.

TIM: BoD co-opted Salvatore Rossi and appointed him Chairman

26 September 2019

  • received 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.

TIM: Chairman Fulvio Conti resigns as Chairman and member of the Board

1 August 2019

  • approved the financial report of the Group for the first half of 2019
  • has taken the final decision to merge Noverca S.r.l. – company operating under the commercial brand Kena Mobile - into TIM
  • called Director Cadoret to join the Strategic Committee.

TIM: Board  of Directors approves  Financial Report at  June 30, 2019

26 July 2019

  • TIM and Vodafone sign mobile network sharing partnership agreements.

TIM and Vodafone sign mobile network sharing partenership agreements 

27 June 2019

  • acknowledged the resignation of Mr. Amos Genish and approved to replace him by co-opting, by a unanimous vote, Mr. Frank Cadoret
  • updated on main ongoing projects.

TIM: Board of Directors updated on main ongoing projects

20 May 2019

  • approved the interim management report of TIM Group at March 31st
  • appointed Giovanni Ronca as manager in charge of preparing the Company's accounting documents with effect from next June.

TIM: the Board of Diresctors approves the Interim Management Report at March 31st, 2019

6 May 2019

  • confirmed the importance for TIM of the research activity and reiterated the intention to strengthen the activity of TIM Open Labs
  • was updated on the main open issues and on the work under way to ensure the deployment of the business plan and the achievement of the company's objectives
  • confirmed the independence of Board members Roscini and Sabelli
  • did not agree with the conclusions of the assessment made by the Board of Statutory Auditors in relation to the presumed significant influence exercised by the shareholder Elliott Capital Advisors L.P

TIM’s Board of Directors met today

14 March 2019

  • approved further documentation prepared to be submitted to the Shareholders’ meeting on March 29, 2019.
  • TIM: Board of Directors approves document containing observations on remarks directed at the Company 

20 and 21 February 2019

  • approved the 2019–2021 Strategic Plan
  • approved the consolidated financial statements of the TIM Group, the draft separate financial statements of TIM S.p.A. and the Consolidated Non-Financial Statement/Sustainability Report at December 31, 2018
  • supplemented the agenda of the Ordinary Shareholders' Meeting called to meet on 29 March 2019
  • updated the powers of the Chief Executive Officer including those already attributed to the Security Manager, who is the Safety Delegate pursuant to Golden Power rules
  • initiated the process of integrating into TIM the wholly owned subsidiary Noverca s.r.l. which operates under the name KENA
  • assessed the independence pursuant to the law and the Borsa Italiana Code.

TIM: Board of Directors approves the Group's Annual Financial Statements at 31 December 2018 

TIM’S Board  of  Directors approved the 2019-2021 Strategic Plan “TIMe to deliver and delever”

17 January 2019

  • was informed about the preliminary results for 2018.

TIM presents the FY 2018 Preliminary Results and 2019 Preliminary budget 

14 January 2019

  • called the Shareholders' Meeting to be held on March 29, 2019 following the request of  Vivendi S.A.

TIM: Shareholders' Meeting called 

Activities in 2018

During 2018 the Board of Directors among other things:

21 December 2018

  • started the analysis on the request to call a shareholders' meeting received from Vivendi S.A. and decided to meet again on 14 January 2019 to decide on the matter. 

TIM: analysis started on Vivendi’s request to call a shareholders meeting

6 December 2018

  • appointed Director Lucia Morselli member of the Control and Risk Committee (instead of Director Gubitosi)
  • approved the calendar of company events for 2019 and confirmed that also in 2019 the Group will disclose the interim reports on operations as of 31 March and 30 September.

TIM’S BoD appoints new internal Committees

18 November 2018

  • appointed Luigi Gubitosi Chief Executive Officer and General Manager, conferring him executive powers and confirming the existing new governance arrangements.

TIM: BoD appoints Luigi Gubitosi CEO

13 November 2018

  • deliberated by a majority vote to revoke with immediate effect all powers conferred to Director Amos Genish assigning the proxies provisionally to the Chairman of the Board
  • convened a new meeting to appoint a new CEO for November 18.

TIM: clarifications on the statements made by shareholder Vivendi and on consequent press reports

8 November 2018

  • approved the interim report as of 30 September 2018
  • acknowledged the progress of the Persidera S.p.A. sale process mandated to the Chief Executive Officer, with exclusive negotiations underway for the divestment of the stake in TIM’s portfolio, without prejudice to respect for the fellow shareholder’s rights, as set out in the agreements and bylaws.

TIM'S BoD approves the interim report on operations at 30 September 2018

24 September 2018

  • undertook further analysis of the opportunities to invest in assets and dismiss non-core assets following the deliberations taken on 24 July; these options will in any case be subject to further discussions and subsequent decisions
  • completed a project for an overall update of the Group’s corporate governance rules, specifically introducing a revised version of the self-discipline Principles, a new set of regulations for the Board of Directors, amendments and integrations to the Inside information and insider dealing Procedure, to the Control and Risk Committee Regulations and Nomination and Remuneration Committee Regulations
  • acknowledged the new organisational structure resulting from the abolition of the Chief Commercial Officer role and designated two key manager roles: the Director of the Chief Business & Top Clients Office (Lorenzo Forina); and the Director of the Chief Consumer & Small Enterprise Office (Stefano Azzi). The curricula of Mr Azzi (who ows 9,176 TIM shares) and Mr Forina (who does not currently own any TIM shares) are attached to this press release.

TIM continues analysis of investment and divestiture opportunities

10 September 2018

  • analysed and discussed the mechanisms and processes related to the auction for the assignment of 5G frequencies, confirming the wide-ranging mandate granted to the management for the presentation of the bids and participation in the tender.

TIM: 5G auction mechanisms analysed

24 July 2018

  • approved the half-year financial report at 30 June 2018
  • proceeded to make some changes to the Procedure for performing transactions with related parties, approved on 25 June last.
  • decided to appoint Director Dante Roscini as Lead Independent Director.

TIM Board approves H1 2018 Financial Report

25 June 2018

  • expanded the membership of its Internal Committees, increasing the number of members from 4 to 5
  • launched a review of corporate governance documents, adopting a new version of both the procedure for transactions with related parties and the regulation of the specific Committee which was established on 16 May.

TIM: Board of Directors expands membership of internal committees and acknowledges clarifications on comments about the Board made by the CEO   

16 May 2018

  • established the internal Committees (Strategic Committee, Control and Risk Committee, Remuneration and Nomination Committee) and formed a new internal committee focusing on the investigation and monitoring of interactions with related parties
  • deemed that Vivendi is no longer a party exercising direction and coordination over TIM and therefore terminated the previous direction and coordination activity
  • approved the Interim Report on Operations to 31 March 2018.

TIM's Board approves Q1 2018 Financial Report   

TIM: Vivendi’s Direction and Coordination ceases  

7 May 2018

  • appointed Fulvio Conti as Chairman and Amos Genish as Chief Executive Officer of the Company
  • defined the new power structure.

Fulvio Conti appointed Chairman, Amos Genish Executive Officer

17 April 2018

  • with a resolution voted by majority, pubblished the addition to the information already made available to shareholders for the AGM of 24 April 2018, as requested by Consob on 13 April 2018, with reference to the request of indicating the reasons behind the resignations submitted by the board members supporting their own resignations.

TIM: Information provided pursuant to article 114, paragraph 5, of Legislative Decree No. 58/1998 requested by Consob

9 April 2018

  • decided to formally dissociate from the Board of Statutory Auditors’ decision, to confirm that the request to supplement the Agenda of the Shareholders' Meeting of 24 April 2018 submitted by the Elliott funds has been superseded, and to confirm the validity of the call notice for the TIM Shareholders' meeting on 4 May 2018 in order to proceed with the full renewal of the Board of Directors.

TIM - Board of Directors by a majority vote considers unlawful the decision to supplement the agenda of the shareholders' meeting of 24 April taken by the Board of Statutory Auditors

29 March 2018

  • decided to meet on 9 April 2018 to discuss potential actions to be taken following the decision by the Board of Statutory Auditors to supplement the agenda for the Shareholders' Meeting of 24 April 2018, subsequent to the request from shareholders Elliott International LP, Elliott Associates LP and The Liverpool Limited Partnership.

TIM: Board of Directors to meet on 9 April

22 March 2018

  • acknowledged the resignation of the Executive Deputy Chairman Giuseppe Recchi, with immediate effect,  assigning his powers to Franco Bernabè appointed Deputy Chairman and Director with responsibilities over the Security department and those activities and assets of the Company that are important for defence and national security
  • called for a meeting of the Ordinary Shareholders to be held on 4 May 2018.

Shareholders' meeting to renew the whole Board of Directors called for 4 May 2018

17 January 2018

  • acknowledged the expiry of the term sheet and that fresh negotiations will follow the regulations governing related-party transactions of greater importance.

TIM: the content offer is strategic, the creation of a JV moves forward