As provided for by the Bylaws, 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.
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% of the share capital with voting rights, or other proportion required by Consob, 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 their place.
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 the following matters:
- compliance with the law and Bylaws;
- respect of the principles of correct administration and the adequacy of the Company’s organizational structure;
- respect of the self-regulatory principles and procedures adopted for undertaking transactions with related parties and their compliance with the Company’s interests.
- 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 the reasoned proposal to 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 releases the opinions required by current legislation on the proposals for the remuneration of Directors holding special offices. In accordance with TIM’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 so to be able to appoint technical and professional consultants.
The activities of the Board of Statutory Auditors (also in relation to the number of meetings and attendance) is detailed in the Report on corporate governance and share ownership, published yearly by TIM.
