TIM’s Board of Directors, which met today under the chairmanship of Salvatore Rossi, has finalised its slate for the renewal of the Board, aiming for it to be the majority slate.
Consistent with the guidelines on the optimal quali-quantitative composition of the Company’s administrative body approved last January 18 and in compliance with the special Procedure adopted on the same date (available at https://www.gruppotim.it/en/group/governance/board-of-directors/appointment.html) the Board of Directors unanimously resolved to propose the appointment, with a three-year term of office (until the Shareholders’ Meeting called to approve the financial statements as of December 31, 2026), of a Board composed of nine members, taking into account the loss of business that will result from the execution of the Delayering Plan and consistent with the long-term trend in comparable companies, with current practice among various large listed companies, and with the opportunity to contain the running costs of corporate governance.
However, since it could not exclude different resolutions by the shareholders regarding the quantitative composition of the BoD, the Board resolved - with the abstention of three Directors - to submit a slate of 15 candidates (a number corresponding to the current size of the Board) consisting of, in order, the following:
· Alberta Figari, new candidate, for the position of Chairman*
· Pietro Labriola, for the position of CEO, office held since January 21, 2022
· Giovanni Gorno Tempini, Director since March 31, 2021
· Paola Camagni, Director since March 31, 2021*
· Federico Ferro Luzzi, Director since March 31, 2021*
· Domitilla Benigni, new candidate*
· Jeffrey Hedberg, new candidate*
· Paola Tagliavini, new candidate*
· Maurizio Carli, Director since March 31, 2021*
· Romina Guglielmetti, new candidate*
· Leone Pattofatto, new candidate*
· Antonella Lillo, new candidate*
· Andrea Mascetti, new candidate*
· Enrico Pazzali, new candidate*
· Luca Rossi, new candidate*
* Independent
The shortlist of candidates is composed of 6 women and 9 men, for a total of 13 independent candidates, selected in such a way as to ensure, on the one hand, a certain degree of continuity to ensure maximum value is gained from the extraordinary activities and transactions initiated by the outgoing Board and, on the other hand, to ensure the inclusion of high-profile external candidates, bringing diversified experience, who can contribute to the future development of the Company.
In the expectation that the Shareholders' Meeting will favourably accept the proposal to reduce the number of members of the Board of Directors to nine, a corresponding reduction to EUR 1,300,000 per year gross (from the current EUR 2,200,000) of the total maximum compensation of the entire body (excluding the Directors holding special offices) is proposed, the distribution of which will be decided by the new Board.
The documentation on the candidates and the report on the process followed for the formation of the list will be published on the Company's website (www.gruppotim.it) within the terms of the law.
During the process, the Company was supported by SpencerStuart, as executive search consultant, and by the firm of Prof. Avv. Andrea Zoppini, as legal advisor, as well as by Morrow Sodali, as shareholder service company.
Rome, March 6, 2024
