The Board of Directors of TIM met today for the first time since its renewal as decided by the Shareholders' Meeting, confirming Salvatore Rossi as Chairman and Luigi Gubitosi as Chief Executive Officer of the Company.
The structure of delegations envisages:
- the Chairman has the powers laid down by law, the Company’s Bylaws and the code of conduct;
- the Chief Executive Officer, in short, has all the powers necessary to carry out the acts relating to the corporate business, with the exception of the powers reserved by the law, the bylaws and the TIM corporate governance rules to the Board of Directors, as well as the delegation as Security Officer to manage all assets and the business of TIM that are strategic to national security and defence.
The Chairman, Salvatore Rossi, commented: “Today marks the start of a the route to be pursued by the new TIM Board of Directors, the expression of a process that drew to a close yesterday with almost unanimous approval expressed by the Shareholders’ Meeting. This result confirms the soundness and transparency of the work done to select the profiles of great experience and standing that make up the new board, adequate to address the challenges that await the company in supporting the country’s digitisation. I would wish the new directors all the best with their tasks and would like to thank once again the existing Board, for their efforts made for TIM over the last three years and for having supported the process that has led to this new three-year phase that starts today.”
The Board of Directors then proceeded to ascertain that the following Directors meet of independence requirements: Paolo Boccardelli, Paola Bonomo, Paola Camagni, Maurizio Carli, Luca De Meo, Cristiana Falcone, Federico Ferro Luzzi, Marella Moretti, Ilaria Romagnoli and Paola Sapienza. In light of the attributions and role conferred on the Chairman, Salvatore Rossi’s status as an independent director has also been confirmed.
The Board of Directors has established its own internal committees: a Control and Risk Committee has been established, as well as a Nomination and Remuneration Committee, a Related Parties Committee and a Sustainability Committee, in lieu of the previous Sustainability and Strategies Committee. In this latter respect, the idea was to put to the Board as a whole the discussion of strategic choices, vice versa creating a specialised environmental, social and governance (ESG) committee.
The members of the Committees are as follows:
- Control and Risk Committee: Boccardelli, Bonomo, Ferro Luzzi, Moretti and Romagnoli
- Nomination and Remuneration Committee: Bonomo, Camagni, Carli, De Meo and Sapienza
- Related Parties Committee: Boccardelli, Carli, Falcone, Moretti and Romagnoli
- Sustainability Committee: Camagni, Falcone, Ferro Luzzi, Rossi and Sapienza.
The appointment of the respective chairmen will be decided by each Committee at the first available meeting.
Furthermore, Chief Financial Officer Giovanni Ronca was confirmed as the Executive responsible for preparing the corporate accounting documents of TIM, and General Counsel Agostino Nuzzolo as Secretary of the Board of Directors.
The Board of Directors has also confirmed the Statutory Auditor Ms Doro as member of the Supervisory Body pursuant to legislative decree 231/2001 (the relevant membership is given in the press release of 1 April 2020).
Milan, 1 April 2021