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Appointment, meeting and attendance


The Board of Directors of TIM is appointed on the basis of slates presented by the shareholders or by the outgoing Board of Directors.

According to TIM's Bylaws, the Board of Directors is composed of no fewer than seven and no more than nineteen members and is appointed on the basis of slates presented by shareholders owning at least 0.5% of the ordinary share capital or the lesser proportion required by Consob regulations. 

Slates that contain a number of candidates greater than or equal to three candidates must ensure that both genders are present.

Two thirds of the Directors to be elected are chosen in the order that they appear on the slate that has obtained the largest number of votes, with rounding downwards to a whole number in case of a fraction.

The remaining Directors are drawn from other slates. The votes obtained from such slates are subsequently divided by progressive whole numbers from one up to the number of the Directors to be elected, and the quotients obtained are assigned to the relevant candidates, in the order of their listing. The quotients so assigned are set out in a single ranking in decreasing order, and the candidates with the highest quotients are elected.

For further information on the appointment of TIM Board of Directors, please refer to article 9 of the Bylaws.

The activity of the Board of Directors (also in relation to the number of meetings and the relevant attendance) is detailed in the Report on corporate governance and share ownership, published yearly by TIM.

Since 2005, the Board of Directors carries out a yearly board review, with respect to size, composition and operation, with the assistance of an external advisor, in line with the provisions of the Code of Corporate Governance adopted by Borsa Italiana, to which the Company adheres.

With respect to the meetings held since the appointment of the current Board of Directors, the Directors’ attendance rate was 100%. As of June 30, 2024, the average tenure of the Board of Directors is 1.8 years; for the previous Board of Directors, it was 3.3 years.