Board of Directors' responsibilities
The Board of Directors plays a role of strategic guidance and supervision, pursuing the main objective of creating value for shareholders in the medium-long term, also taking into account the legitimate interests of the other stakeholders, with a view to sustainable success of the business.
In addition to the matters reserved to the Board in accordance with the law, the Bylaws and the Corporate Governance Principles, which the Company has adopted, at the date of approval of the Report, the following transactions are reserved to the Board, as per the resolution of the Board of Directors on 23 June 2022:
(i) partnerships, joint ventures, shareholders’ agreements with respect to partially owned companies which, by virtue of their purpose, commitments, conditions, or limits that may result therefrom, have a lasting impact on the freedom of TIM’s strategic business choices, unless they relate to transactions or agreements already included in analytical and definitive terms in the Strategic Plan and/or annual budget approved by the Board of Directors and in force at the time, or for amounts other than those provided for therein;
(ii) investments and disinvestments, including - merely by way of example and without limitation - deeds of purchase and disposals of equity investments, companies or branches of companies that are strategically important in the context of the overall business activity, unless they are transactions already included in analytical and definitive terms in the Strategic Plan and/or the annual budget approved by the Board of Directors and in force from time to time, or for amounts other than those envisaged therein, provided that, considered individually, they are worth more than 50 million euros (or 250 million euros in case of investment connected to the participation to public and private tenders), as well as transactions that may entail, in their performance or at their end, commitments, and/or deeds of purchase and/or acts of disposal of such nature and extent;
(iii) taking out of loans, considered individually, for amounts exceeding 350 million euros (or 500 million euros in case of subsidised loans and/or loans subject to incentives at national and European level); disbursement of loans and issuance of guarantees in favour of companies and/or non-controlled entitles, in both cases, considered individually, for amounts exceeding 100 million euros (or 250 million euros in case of issue of guarantees in favour of companies or other controlled entities); as well as transactions which, in their execution or upon their completion, may involve undertakings and/or deeds of this nature and extent;
(iv) any transaction the equivalent-value of which is 5% or more of the equity or (if more) of the capitalisation of the Company at the close of the last day of trading in the reference period of the most recent periodic accounting document released;
(v) appointments, at the proposal of the Chief Executive Officer and subject to the opinion of the Nomination and Remuneration Committee, of executive directors (or equivalent positions) and non-executive directors and members of the board of statutory auditors of current or future subsidiaries identified by the Board as strategic, including - by way of example - the companies TIM Brasil, Noovle, FiberCop, Sparkle.
