Telecom Italia Self-Regulatory Code - February 2009

1. TELECOM ITALIA • SELF-REGULATORY CODE
SELF-REGULATORY CODE
February 2009
CONTENTS
General principles 2
Role of the Board of Directors 2
Powers of the Board of Directors 2
Duties of the Directors 3
Composition of the Board of Directors 3
Chairman of the Board of Directors 4
Meetings of the Board of Directors 5
Delegated powers 5
Internal control 5
Treatment of corporate information 6
Transactions with related parties 7
Executive Committee 8
Nomination and Remuneration Committee 8
Internal Control and Corporate Governance Committee 8
Board of Statutory Auditors 9
Shareholders’ meetings 10
Relations with institutional investors and shareholders 10
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2. TELECOM ITALIA • SELF-REGULATORY CODE
1. GENERAL PRINCIPLES
1.1 The conduct of Telecom Italia and its governing bodies, including with respect to the
companies belonging to the Group, shall be based on principles of correct management of
corporate affairs and the Code of Ethics of the Telecom Italia Group.
1.2 The Company complies with Borsa Italiana’s Code of Corporate Governance. This self-
regulatory code supplements the set of applicable rules concerning the tasks and functioning of
the Company’s governing bodies.
2. ROLE OF THE BOARD OF DIRECTORS
2.1 The Board of Directors shall have the power and the duty to direct the Company and to
pursue the primary objective of creating value for the shareholders, with consideration given to
the continuity of the business over time; to that end it shall take the decisions necessary or
conducive to the achievement of the corporate object.
3. POWERS OF THE BOARD OF DIRECTORS
3.1 The Board of Directors shall have the general power of guidance and control with respect
to the Company’s activities and the running of the business; in particular, the Board shall:
a) examine and approve the strategic, operational and financial plans of the Company and the
Group;
b) analyze and approve the annual budget of the Company and the Group;
c) examine and approve the transactions − including investments and disinvestments − that,
owing to their nature, strategic importance, size or consequent commitments, will have a
major impact on the business of the Company and the Group;
d) verify the adequacy of the organizational, administrative and accounting structure of the
Company and the Group, with special reference to the internal control system;
e) verify the adequacy of the directives, instructions and information flows connected with
the relationship between Telecom Italia and the companies belonging to the Group;
f) prepare and adopt the corporate governance rules for the Company and establish the
guidelines for the governance of the Group;
g) constitute the Supervisory Panel referred to in the 8th June 2001, Legislative Decree n.
231;
h) appoint and remove the person responsible for internal control and establish his/her duties
and remuneration after consulting the Internal Control and Corporate Governance
Committee and the Board of Statutory Auditors;
i) assign and revoke the delegated powers of directors and the Executive Committee,
specifying the limits thereto, the manner of exercising them and the frequency with which
the delegated bodies must report to the Board on the activity performed in the exercise of
the powers delegated to them;
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3. TELECOM ITALIA • SELF-REGULATORY CODE
j) establish the duties and powers of the General Managers, if appointed, and of the manager
responsible for the preparation of the Company’s financial reports;
k) make the nominations for the positions of Chairman and CEO of the subsidiaries of
strategic importance, except for the subsidiaries of listed subsidiaries;
l) determine the remuneration of the CEOs and of the directors assigned special tasks after
examining the proposals of the Remuneration Committee and consulting the Board of
Statutory Auditors, and, where the shareholders’ meeting has not already done so, the
division of the total compensation payable to the individual directors and the members of
the Committees.
m) supervise the general performance of operations, with special reference to transactions in
which one or more directors have an interest, directly or on behalf of third parties, taking
into particular account the information received from the CEOs, the Executive Committee,
the Internal Control and Corporate Governance Committee, the person responsible for
internal control and the manager responsible for the preparation of the Company’s
financial reports, and periodically comparing the results achieved with those planned;
n) evaluate and approve the periodic financial reports provided for by current laws and
regulations;
o) exercise the other powers and perform the tasks assigned to it by law and the bylaws.
3.2 Pursuant to paragraph 3.1c), the following must be approved in advance by the Board of
Directors:
a) agreements with competitors of the Group that, owing to the subject, the commitments, the
conditionings and the limits capable of deriving from them, have a lasting influence on the
freedom of strategic business choices (e.g. partnerships, joint ventures, etc.);
b) deeds and transactions that entail the entry into (or exit from) geographical and/or product
markets;
c) business investments and disinvestments exceeding euro 250 million; transactions that can
lead in carrying them out or upon their completion to commitments and/or purchase and/or
sale deeds of this nature and scale;
d) purchase and sale deeds referring to companies or business units that are of strategic
significance in the overall framework of the business or exceed euro 250 million;
transactions that can lead in carrying them out or upon their completion to commitments
and/or purchase and/or sale deeds of this nature and scale;
e) purchase and sale deeds of controlling or affiliation shareholdings exceeding euro 250
million or (even if less) in companies carrying out activities included in the core business
of the Group, and the conclusion of contracts for the exercise of rights attaching to such
shareholdings; transactions that can lead in carrying them out or upon their completion to
commitments and/or purchase and/or sale deeds of this nature and scale;
f) the receiving of loans for amounts exceeding euro 500 million and the granting of loans
and guarantees in favour of non-subsidiary companies for amounts exceeding euro 250
million; transactions that can lead in carrying them out or upon their completion to
commitments and/or deeds of this nature and scale;
g) transactions referred to above to be carried out by unlisted subsidiaries of the Group,
except for subsidiaries of listed subsidiaries;
h) the listing on (delisting from) European and non-European regulated markets of financial
instruments issued by the Company or companies belonging to the Group;
i) the instructions to be given to listed subsidiaries (and their subsidiaries) in the
performance of the Parent Company’s direction and coordination function for the carrying
out of transactions having the characteristics referred to above.
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4. DUTIES OF THE DIRECTORS
4.1 The directors shall contribute the specific skills with which they are endowed to the
Company, know the tasks and responsibilities attaching to the position, devote sufficient time
thereto, decide in an informed manner, and keep confidential the information that comes into
their possession as a consequence of their office.
5. COMPOSITION OF THE BOARD OF DIRECTORS
5.1 The Board of Directors shall consist of executive directors1 (taken to mean the CEOs,
including the Chairman when the Chairman is assigned delegated powers, and the directors
who perform management functions in the Company or in subsidiaries of strategic importance)
and non-executive directors.2
5.2 The members of the Board of Directors shall be chosen from among persons whose
ability, authority and availability of time will enable them to contribute to the adoption of
resolutions that have been evaluated in every respect and that are fully reasoned.
5.3 The Board of Directors shall include at least two directors satisfying the independence
requirements laid down by law for statutory auditors. Directors shall also be deemed to be
independent who satisfy the requirements laid down by Borsa Italiana’s Code of Corporate
Governance, which are to be understood as referred to here in full.3
5.4 On the basis of the information provided by the directors and of that available to the
Company, the Board of Directors shall verify at the first meeting following the appointment of
self-declared independent directors and subsequently once a year that each one satisfies the
requirements referred to in the previous paragraph and inform the market of the results of the
evaluation and the related reasons. The verification activity shall be supervised by the Board of
Statutory Auditors.
5.5 The Board of Directors shall appoint an independent director as Lead Independent
Director. The Lead Independent Director shall act as a point of reference and coordination for
the needs and inputs of the independent directors, including for the purpose of identifying
matters to be examined by the Board. He/She may use the structures of the Company and call
meetings of the independent directors to discuss issues related to the working of the Board or
the management of the business, with the possibility to invite Group managers to attend.
5.6 On a general basis the position of Telecom Italia director is considered not to be
compatible with positions on the board of directors or the Board of Statutory Auditors of more
than five companies, other than companies that are directed and coordinated by Telecom Italia
1
At February 27 2009, the executive directors were: Gabriele Galateri (Chairman) and
Franco Bernabè (CEO).
2
At February 27 2009 the non-executive directors were: Cesar Alierta Izuel, Paolo Baratta,
Tarak Ben Ammar, Roland Berger, Stefano Cao, Elio Cosimo Catania, Jean Paul Fitoussi,
Julio Linares Lopez, Berardino Libonati, Gaetano Miccichè, Aldo Minucci, Renato
Pagliaro and Luigi Zingales. César Alierta Izuel and Julio Linares López (directors) have
undertaken not to participate in either the discussion or the vote on proposals or matters
concerning the activity of Telecom Italia or its subsidiaries in the Brazilian and
Argentinian telecommunications markets.
3
At February 27 2009 the independent directors, according to law and as defined in Borsa
Italiana’s Corporate Governance Code, were: Paolo Baratta, Roland Berger, Elio Cosimo
Catania, Jean Paul Fitoussi and Luigi Zingales
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or are Telecom Italia subsidiaries or affiliates, when such companies (i) are listed and included
in the S&P/MIB index, (ii) operate prevalently in the financial sector on a public basis (and are
entered in the lists referred to in Articles 106 and 107 of 1st September 1993 Legislative Decree
n. 385) or (iii) engage in banking or insurance. The position is also considered not to be
compatible with holding more than three executive positions in companies specified in points
(i), (ii) and (iii). The Board of Directors may nonetheless make a different evaluation, which
shall be made public in the annual report on corporate governance; to this end the Board may
consider positions on the board of directors or the Board of Statutory Auditors of companies
not having the characteristics specified above in view of their size, organization or interlocking
equity interests.
5.7 Once a year the Board of Directors shall evaluate the size, composition and working of
the Board and its committees. The results of the evaluation shall be made public in the annual
report on corporate governance, thereby also providing support for the decisions to be taken by
shareholders in the meetings called upon to renew the Board of Directors or appoint new
members.
6. CHAIRMAN OF THE BOARD OF DIRECTORS
6.1 The Chairman of the Board of Directors, without prejudice to the provisions of the
bylaws, shall:
a) call the meetings of the Board of Directors and the Executive Committee, set the agenda
and, in preparation for meetings, send directors, in good time, according to the
circumstances, the documentation needed to permit them to participate knowledgeably in
Board discussions;
b) preside over the discussions and the casting of votes;
c) draw up the minutes of meetings;
d) ensure that there is an adequate flow of information between the management, the Board
of Directors and the Board of Statutory Auditors and, in particular, take the steps needed
to guarantee the completeness of the information on the basis of which the Board adopts
resolutions and exercises its powers of direction, guidance and control of the Company
and the Group;
e) arrange for the Board of Directors and the Board of Statutory Auditors to be regularly
informed of the most important developments that have occurred and, at least once a
quarter, of the general performance of the Company and the Group;
f) exercise, as a matter of urgency and without prejudice to the limitations imposed by law
and the bylaws, the powers in matters for which the Board of Directors is competent; in
such cases the Chairman shall report on the action taken and the decisions adopted,
explaining why it was a matter of urgency, at the first subsequent meeting of the Board;
g) ensure that the Board of Directors is informed of the main legislative and regulatory
innovations that concern the Company and its governing bodies and arrange for the
directors’ to participate in initiatives capable of increasing their knowledge of the business
and its dynamics.
6.2 In order to improve the working of the Board of Directors, the Chairman shall take
advantage of the collaboration of the Lead Independent Director.
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7. MEETINGS OF THE BOARD OF DIRECTORS
7.1 The Board of Directors shall meet periodically, at least once a quarter, and whenever the
Chairman deems it necessary in the interest of the Company; it may also meet at the initiative
of the Directors and the Auditors, as provided for by law and the bylaws.
7.2 Board meetings shall be chaired by the Chairman, assisted by the Secretary of the Board
of Directors.
7.3 Each director may propose matters for discussion in Board meetings; the Board shall
decide if and when such matters are to be addressed.
7.4 The Chairman, in agreement with the directors present, may invite Group managers or
other persons to attend meetings. The manager responsible for the preparation of the
Company’s financial reports shall attend Board meetings, at the invitation of the Chairman,
when the agenda includes matters falling within the scope of his/her duties.
8. DELEGATED POWERS
8.1 The Board of Directors shall assign delegated powers to one or more of its members,
establishing the subject and limits thereof, and may revoke them at any time.
8.2 The Board of Directors may entrust its members with special tasks, establishing the
subject, limits and duration thereof.
8.3 At intervals of not more than three months the Chairman, the CEO and the Executive
Committee shall report to the Board of Directors and the Board of Statutory Auditors, in
accordance with predetermined procedures, giving adequate information on the activities
performed and the transactions carried out in the exercise of delegated powers and any
transactions that are atypical, unusual or with related parties.
9. INTERNAL CONTROL
9.1 The Company’s internal control system shall be a process − consisting of rules,
procedures and organizational structures − designed to ensure: the efficiency of the
management of corporate affairs and operations; the measurability and verifiability of this
efficiency; the reliability of accounting and management information; compliance with all
applicable laws and regulations whatever their origin; and the safeguarding of the Company’s
assets, inter alia so as to prevent fraud at its own and the financial market’s expense.
9.2 The Board of Directors, taking account of the fact that the Company is part of a group,
shall establish guidelines for the internal control system and check its adequacy, efficacy and
proper functioning with reference to the management of the Company’s exposure to risks.
9.3 The director appointed for the purpose shall specify, in accordance with the guidelines
established by the Board of Directors, the instruments and procedures for the configuration of
the internal control system and ensure its adaptation to changes in the operational environment
and the applicable laws and regulations. The CEOs, with reference to the matters falling within
the scope of their duties, shall use the instruments and procedures referred to above to ensure
the overall adequacy of the system and its practical effectiveness. In particular, they shall
arrange for the identification, monitoring and management of the risks faced by the business,
which they shall submit to the Board of Directors for it to examine.
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9.4 The position of the manager responsible for the preparation of Telecom Italia’s financial
reports shall be governed, in accordance with applicable law, by internal rules adopted by the
Board of Directors.
9.5 In order to check the proper functioning of the internal control system, the Board of
Directors shall have recourse to the Internal Control and Corporate Governance Committee and
to a person specifically responsible for internal control, who will possess an adequate degree of
independence and be endowed with the means needed for the performance of the function. The
person responsible for internal control, set within the internal audit function, shall report to the
director appointed for the purpose, the Internal Control and Corporate Governance Committee
(and hence the Board of Directors) and the Board of Statutory Auditors.
9.6 The manager responsible for the preparation of the Company’s financial reports may ask
the person responsible for internal control to carry out checks on matters falling within the
scope of his/her duties.
9.7 The CEOs shall implement the measures concerning the internal control system that
prove to be necessary in the light of the results of the checks described above.
9.8 The internal control system as defined by the Board of Directors shall be characterized
by the following general principles:
a) the operational powers shall be assigned with account taken of the nature, normal size and
risks of the individual categories of operations; the scope of such powers shall be closely
related to the tasks that are delegated;
b) the organizational structures shall be configured so as to avoid overlapping functions and
the concentration in a single person, without an adequate process for granting
authorizations, of activities that are critical or involve a high degree of risk;
c) for each process provision shall be made for an adequate system of parameters and a
related periodic flow of information for the measurement of its efficiency and
effectiveness;
d) the know-how and skills available within the organization shall be periodically analyzed in
terms of consistency with the objectives assigned;
e) operational processes shall be defined with provision made for the production of adequate
documentation, so that they can be verified in terms of appropriateness, consistency and
accountability;
f) security mechanisms shall ensure adequate protection of the organization’s assets and
access to data according to what is needed to perform the activities assigned;
g) the risks associated with the achievement of objectives shall be identified and provision
shall be made for their periodic monitoring and updating. Adverse events able to threaten
the continuity of the organization’s operations shall be subject to special evaluation and
the related defences shall be strengthened;
h) the internal control system shall be subject to continuous supervision with a view to
periodic evaluation and continuous upgrading.
10. TREATMENT OF CORPORATE INFORMATION
10.1 Without prejudice to the provisions of applicable law concerning the protection of
particular categories of information, the use of information in Telecom Italia must observe the
general principles regarding the efficient exploitation and safeguarding of a company’s
resources, which can be expressed as the rule of the “need to know”.
10.2 To this end there shall be procedures for the classification and handling of information
from the point of view of its confidentiality. The Board of Directors shall also adopt a
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procedure for the handling and disclosure to the public of privileged information that the
Company’s subsidiaries shall also comply with.
10.3 Relevant persons for the purposes of the law on insider dealing and persons closely
associated with them shall refrain from carrying out transactions involving shares of the
Company (and of the parent company, if any) and financial instruments linked to them from
the day following the close of each accounting period until the first disclosure of the final or
preliminary economic and financial data for the period.
10.4 As an exceptional measure, the Board of Directors may establish additional blackout
periods during which the obligation to refrain from insider dealing referred to above shall
apply or suspend such obligation.
10.5 The Board of Directors shall identify the managers of the Group who shall be subject to
particular disclosure obligations vis-à-vis the public.
11. TRANSACTIONS WITH RELATED PARTIES
11.1 The activity of the Company shall be based on principles of fairness and transparency.
To this end, transactions with related parties, carried out directly or through subsidiaries and
including intragroup transactions, shall comply with criteria of procedural and substantial
fairness. Compliance with these criteria shall be supervised by Telecom Italia’s Board of
Directors through the Internal Control and Corporate Governance Committee.
11.2 The Board of Directors shall adopt principles governing decision-making
responsibilities, internal organizational procedures, times for verifying and ways of reporting
for transactions with related parties.
12. EXECUTIVE COMMITTEE
12.1 The Board of Directors shall establish an Executive Committee from among its members,
including the executive directors (who shall ensure coordination with the managers of the
Group) and non-executive directors;4 the Chairman of the Committee shall be the Chairman of
the Board of Directors.
12.2 The Committee shall:
a) monitor the operational performance of the Company and the Group;
b) approve the Company’s macro organizational arrangements, acting on a proposal from the
executive directors;
c) express an opinion on the budget and the strategic, business and financial plans of the
Company and the Group;
d) carry out the additional tasks assigned to it by the Board of Directors concerning matters
that can be delegated.
4
At February 27 2009 the members of the Executive Committee were: Gabriele Galateri
(Chairman), Franco Bernabè (CEO) and Roland Berger, Elio Cosimo Catania, Julio
Linares Lopez, Aldo Minucci, Renato Pagliaro. Julio Linares López (director) has
undertaken not to participate in either the discussion or the vote on proposals or matters
concerning the activity of Telecom Italia or its subsidiaries in the Brazilian and
Argentinian telecommunications markets.
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12.3 Acting on a proposal from the Chairman, the Committee may invite Group managers and
other non-members to attend meetings.
12.4 The Committee shall report to the Board of Directors on its activity in the most
appropriate manner, and in any case at the first possible meeting.
13. NOMINATION AND REMUNERATION COMMITTEE
13.1 The Board of Directors shall establish a Nomination and Remuneration Committee from
among its members to provide advice and make proposals. The Committee may use the
structures of the Company and external consultants in the performance of its functions.
13.2 The Committee, made up of non-executive directors, of whom the majority shall be
independent, including at least one elected from a slate presented by minority shareholders in
accordance with the bylaws,5 shall:
a) propose the names of candidates to the Board of Directors for co-optation in the event of
the replacement of an independent director;
b) submit proposals to the Board of Directors for the remuneration of the CEOs and the
directors entrusted with special tasks, in such a way as to ensure their alignment with the
objective of creating value for the shareholders over time
c) periodically assess the criteria for the remuneration of the Company’s top management
and, in accordance with indications received from the CEOs, formulate proposals and
recommendations in this matter, with special reference to the adoption of stock-option
plans or plans for the assignment of shares;
d) monitor the application of the decisions taken by the competent bodies and the Company’s
policies with regard to the compensation of top management;
e) carry out the additional tasks assigned to it by the Board of Directors in nomination and
remuneration matters.
13.3 The Committee shall report to the Board of Directors on its evaluations and monitoring
activity from time to time and in any case when the budget is examined.
14. INTERNAL CONTROL AND CORPORATE GOVERNANCE COMMITTEE
14.1 The Board of Directors shall establish an Internal Control and Corporate Governance
Committee to provide advice and make proposals. The committee shall be made up of non-
executive directors, of whom the majority shall be independent, including at least one elected
from a slate presented by minority shareholders in accordance with the bylaws.6 At least one
member of the Committee shall have adequate know-how in the fields of accounting and
finance.
5
Since April 15 2008 the members of the Nomination and Remuneration Committee were:
Elio Cosimo Catania (independent), Berardino Libonati and Luigi Zingales (independent
elected from a slate presented by minority shareholders).
6
Since 25 September 2008 the members of the Internal Control and Corporate Governance
Committee were: Paolo Baratta (independent elected from a slate presented by minority
shareholders), Jean Paul Fitoussi (independent), Roland Berger (independent) and Aldo
Minucci.
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14.2 The chairman of the Board of Statutory Auditors or a member thereof nominated by its
chairman shall take part in the work of the Committee, which may use the structures of the
Company and external consultants in the performance of its functions. When deemed desirable
in relation to the subjects to be discussed, the Internal Control and Corporate Governance
Committee and the Board of Statutory Auditors shall meet jointly.
14.3 In particular, the Committee shall:
a) assist the Board and, at their request, the CEOs in the performance of the tasks referred to
in Article 9;
b) express an opinion on the proposals for the appointment, removal and duties of the person
responsible for internal control and the manager responsible for the preparation of the
Company’s financial reports;
c) assess the work programme prepared by the person responsible for internal control and
receive his/her periodic reports;
d) assess, together with the Company’s managers responsible for administration, the manager
responsible for the preparation of the Company’s financial reports and the external
auditors, the correct use of the accounting standards adopted and their uniform application
within the Group with a view to the preparation of the consolidated accounts;
e) assess the proposals put forward by auditing firms to obtain the audit engagement, the
work programme for carrying out the audit and the results thereof as set out in the external
auditors’ report and their letter of suggestions, if any;
f) monitor the effectiveness of the external audit process;
g) monitor compliance with the principles for the execution of transactions with related
parties referred to in Article 11;
h) monitor compliance with and the periodic updating of the rules of corporate governance;
i) establish the procedure and period for the annual evaluation of the Board of Directors
referred to in Article 5.7;
j) perform the other duties entrusted to it by the Board of Directors, including as regards
supervising the procedural and substantial fairness of transactions.
14.4 The Committee shall report to the board of directors on its activity from time to time and
on the adequacy of the internal control system at the time the annual and semi-annual accounts
are approved;
15. BOARD OF STATUTORY AUDITORS
15.1 The Board of Statutory Auditors shall perform the duties assigned to it by law and the
tasks of the audit committee pursuant to US legislation, insofar as this applies to the Company
as a foreign issuer listed on the New York Stock Exchange. For these purposes it shall receive
reports from the person responsible for internal control, the Supervisory Panel and the external
auditor, as well as the Chairman of the Board of Directors and the CEOs.
15.2 In accordance with the previous paragraph the Board of Statutory Auditors shall put in
place a procedure governing the reception, retention and treatment of complaints and reports,
including confidential, anonymous submissions of concerns by employees.
15.3 The Statutory Auditors shall know the duties and responsibilities associated with their
office; they shall devote the necessary time to it; they shall work in an informed manner; and
keep confidential the information that comes into their possession as a consequence of their
office.
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15.4 Without prejudice to the powers and rights attributed to the Board of Statutory Auditors
by law, the Company shall provide special internal supporting structures and access to external
consultants as the Board of Statutory Auditors thinks fit in the performance of its functions.
16. SHAREHOLDERS’ MEETINGS
16.1 The Company shall encourage and facilitate the participation of shareholders in
shareholders’ meetings. In particular, the Board of Directors shall promptly provide all the
information and documentation necessary for it to be easy for shareholders to attend and follow
meetings knowledgeably, using the most appropriate means of communication.
16.2 A set of rules for shareholders’ meetings − an expression of the self-regulatory power of
the ordinary shareholders − shall ensure the orderly and effective conduct of the Company’s
ordinary and extraordinary shareholders’ meetings.
16.3 The Board of Directors shall promote the use of reasonable organizational and
operational solutions capable of easing the constraints and reducing the formalities associated
with the exercise of shareholders’ voting rights.
17. RELATIONS WITH INSTITUTIONAL INVESTORS AND SHAREHOLDERS
17.1 One of the Company’s objectives shall be to maintain and develop a constructive
dialogue with shareholders and institutional investors based on the recognition of their
respective roles and employing to this end an ad hoc corporate unit with responsibility at
Group level for relations with the Italian and international financial communities.
17.2 The Company’s website is a powerful instrument for communicating and keeping in
contact with investors and the Company shall endeavour to keep it constantly updated.
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