The Board of Statutory Auditors consists of five members, appointed by the shareholders’ meeting on the basis of slates presented by shareholders who together own at least 0,5% of the ordinary share capital.
Shareholders Meeting held on March 31, 2021 appointed the new Board of Statutory Auditors, which will remain in office until the Shareholders’ Meeting called to approve the financial statements at December 31, 2023.
The appointment of the Board of Statutory Auditors takes place in accordance with the applicable laws and regulations, on the basis of slates presented by shareholders, deposited at the Company’s registered offices at least twenty-five days before the date set for the general shareholders’ meeting.
Only those shareholders who, alone or together with other shareholders, own shares representing at least 0.5%, or other proportion required by Consob, of the share capital with voting rights are entitled to present slates.
Documents stating acceptance of the candidacy, the absence of causes of ineligibility and incompatibility, the satisfaction of the relevant requisites and any other information required by applicable rules and regulations and the bylaws, must be deposited with each slate. The statements must also be accompanied by a curriculum vitae that besides the candidate’s personal and professional characteristics must also contain information on any positions of director or statutory auditor held in other companies.
The slates are divided into two sections: one for candidates for the office of Standing Auditor and the other for candidates for the office of Alternate Auditor. Slates which in one or both sections contain three or more candidates must ensure the presence of both genders in said section, so that candidates of the less represented gender are at least one third of the total, rounding any fractions up to the next whole number. The first candidate in each section shall be selected from among the external auditors entered in the appropriate register who have worked on external audits for a period of not less than three years. Three standing and two alternate auditors are chosen from the slate that obtains the majority of the votes (so-called Majority Slate), while the remaining standing and alternate auditors are chosen from other slates (so-called Minority Slates), in compliance with the applicable regulations concerning the limits of connection with the Majority Slate. For this purpose, the votes obtained from the Minority Slates are divided first by one and then by two and the quotients are assigned to the candidates of one section and of the other, according to the order listed. On the basis of the quotients assigned, the candidates on the various slates are arranged in a single decreasing ranking for the appointment of the standing auditor position and in a single decreasing ranking for the appointment of the alternate auditor position and those who have obtained the two highest quotients are elected.
In the event that a statutory auditor chosen from the Majority Slates or one of the Minority Slates should cease to serve, the alternate auditors from the Majority Slates or the Minority Slates shall take his/her place.
The Board of Statutory Auditors has a key role in our corporate governance system.
The statutory auditors participate in the meetings of the Board of Directors and the Committees, and receive information from the corporate bodies with delegated powers.
The Board of Statutory Auditors supervises:
It likewise supervises the internal control system and the administrative and accounting mechanisms, as well as the reliability of the latter in correctly representing transactions. The Board of Statutory Auditors draws up reasoned proposal for the shareholders’ meeting for the appointment of the external auditors and monitors the independence of the auditing firm over time.
The Board of Statutory Auditors formulates the opinions required by current legislation on proposals for the remuneration of Directors holding special offices. In accordance with the Company’s Corporate Governance Principles, it also expresses its opinion on the remuneration of the managers of the control functions.
The Board of Statutory Auditors has economic independence to be able to acquire technical and professional consultancy.
Corporate Governance code
In this page you can find information on the meetings held by TIM Board of Statutory Auditors during 2022 and on the attendance to the meetings.
Attendance to 2022 meetings
41 meetings with an average duration of approximately 3 hours and 15 minutes
|Statutory Auditors||Percentage of attendance|
|Francesco Fallacara - Chairman||41/41|
|Francesca di Donato||39/41|
* 9 of which jointly with the Control and risk Committee