RELEASE REQUESTED BY CONSOB PURSUANT TO ART. 114 OF LEGISLATIVE DECREE 58/1998
05 Febbraio 2014 - 7:27PM
Annunci Borsa (Testo)
PRESS RELEASE
RELEASE REQUESTED BY CONSOB PURSUANT TO ART. 114 OF LEGISLATIVE
DECREE 58/1998
Milan, 5 February 2014
The Company announces that yesterday afternoon it received a
request for public disclosure, pursuant to Art. 114 of Legislative
Decree 58/1998, from the Italian Securities and Exchange
Commission. The latter, in particular, making reference to the
press release of 16 January 2014, which disclosed the decision of
the Board of Directors of Telecom Italia to perform a benchmarking
analysis of the corporate governance of the Company, with the
results of the analyses conducted to be presented at the board
meeting of 6 February 2014; "to the possibility that, as a result
of this analysis, the Board of Directors assesses the opportunity
of proposing the adoption of amendments to the Bylaws" (as stated,
verbatim, in Consob's provision); to the characteristics of the
shareholders' agreement existing between the shareholders of the
relative majority shareholder Telco S.p.A. (and specifically to the
pactional provision concerning Telco's submission of a slate of
candidates for the appointment of the Board of Directors of Telecom
Italia, as well as the possibility of the early termination of the
pact itself, "even by granting this right to the dissenting Party
within the Board of Directors of Telco called on to take decisions
concerning the vote to be cast in the extraordinary meeting of
Telecom") and therefore to the possibility that "the existence of
an interest for the Directors of Telecom expression of Telco and,
indirectly, for the Parties [editor's note: of the shareholders'
agreement] with regard to the amendments to Telecom's Bylaws to
be proposed to the extraordinary Shareholders' Meeting of the
latter" arises,
asked the Board of Directors and the Board of Statutory Auditors of
Telecom Italia to issue a press release by 5 February (the day
before the meeting mentioned before) containing the following
information: (i) the opinions on the existence, for the Directors
of Telecom expression of Telco, of a significant interest for the
purpose of applying the provision set out in Art. 2391 of the Civil
Code, in relation to any decisions concerning the topics of the
governance of Telecom mentioned above; (ii) the initiatives it
intends to adopt with regard to the circumstances referred to in
the previous point. In this regard, while waiting for the board
meeting of 6 February 2014, it is stated (i) that the agenda for
the meeting, under the item "Organizational and corporate
governance topics", exclusively states "Governance benchmarking",
without any proposal to amend the Bylaws, and (ii) that the agenda
of the Control and Risks Committee meeting of today, starting at
2.30 p.m., includes the item "Corporate governance topics"; it is
observed that the rule on Directors' interests (Art. 2391 of the
Civil Code) is a disclosure rule which requires the individual
concerned, and not the Company or the Board as a whole, to declare
any
interests, on his/her own behalf or that of third parties, with
reference to the specific operation under discussion; assurance is
given that at the start of the discussion on governance
benchmarking those present at the meeting will be reminded that
legal provisions must be complied with, also in reference to
the
aforementioned pact.
*** The Board of Statutory Auditors, having acknowledged that
stated by the Company; provided that the obligation to report all
interests that a Director may have, either personal or on behalf of
third parties, in a certain transaction, for the purposes of the
application of Art. 2391 of the Civil Code, is up to the assessment
and decision of each Director; having observed that each Director
(whether or not expression of the reference shareholder) may have
an interest, albeit not necessarily in conflict with the Company
interest, in the decisions on the governance structure;
specifies that, in the Board of Directors' meeting of 6 February
2014, during the discussion of the topic of governance, it will
ensure compliance with the reference regulations, even making a
specific reminder
to the Directors.
Telecom Italia Ufficio Stampa +39 06 3688 2610
www.telecomitalia.com/media
Telecom Italia Investor Relations +39 02 8595 4131
www.telecomitalia.com/investorrelations
2
Grafico Azioni Telecom Italia (BIT:TITR)
Storico
Da Set 2024 a Ott 2024
Grafico Azioni Telecom Italia (BIT:TITR)
Storico
Da Ott 2023 a Ott 2024
Notizie in Tempo Reale relative a Telecom Italia (Borsa Italiana): 0 articoli recenti
Più Telecom Risparmio Articoli Notizie