Marco Tronchetti Provera Chairman
Gilberto Benetton Vice-Chairman
Carlo Buora and Riccardo Ruggiero Chief Executive Officers
Introduced new Self-Regulatory Code of Conduct and entire system of corporate governance of Telecom Italia pre-merger
The Board of Directors of Telecom Italia S.p.A., name adopted by Olivetti S.p.A. (Absorbing Company) following the merger by incorporation of Telecom Italia S.p.A. (Absorbed Company), met for the first time today in Milan.
The new Directors, appointed by the Shareholders’ Meeting of the Absorbing Company on May 26, 2003 and who will remain in office as of today, date of effectiveness of the merger, up until the approval of the 2003 financial statements, are the same Directors of the Absorbed Company, with the exception of Giovanni Consorte who replaces Roberto Ulissi, member of the Board of Directors appointed at the time on the basis of the so-called Golden Share which for this specific aspect ceases to exist.
The Board of Directors, confirming the appointments already made in the “old “Telecom Italia (Absorbed Company), appointed Marco Tronchetti Provera, Chairman, Gilberto Benetton Vice-Chairman, Carlo Buora and Riccardo Ruggiero Chief Executive Officers and the same Riccardo Ruggiero and Giuseppe Sala General Managers of the Company.
The Board of Directors has set up a Renumeration Committee consisting of non-executive Directors, the majority of which are independent (the Directors Fausti, Colombo and Saviotti) and a Committee for Internal Audit and for Corporate Governance, consisting only of non-executive and independent Directors (the Directors Ferrarini, Fausti and Irti).
The Board of Directors also introduced a new Self-Regulatory Code of Conduct whilst it will continue to use the entire system of corporate governance, the most modern within Italy and amongst the most advanced in Europe which the previous “old” Telecom Italia S.p.A. (Absorbed Company) had already adopted before the merger: Code of Ethics, Code of Conduct for Insider Dealing, Principles of Conduct as regards operations with correlated parties, Procedure for Compliance with the requirements of the obligations as per art. 150.1 of the Testo Unico Finanza, Procedure for the release to the market of price sensitive information, Organizational Model in compliance with Legislative Decree no. 231/2001.
The new Self-Regulatory Code of Conduct adopted today replaces the previous Code adopted by the “old” Telecom Italia and takes into account rules regarding Corporate Governance based on its specific corporate reality which the Company has taken up, in compliance with the best international corporate practice.
The documents regarding the corporate governance instruments utilized and implemented by the Board of Directors can be viewed on Telecom Italia web site. The Six-Monthly Report as at June 30, 2003 to be examined by the Board of Directors of September 2, 2003 will contain a full and complete description of the corporate governance system of the “new” Telecom Italia S.p.A..
Milan, 4 August 2003