Telecom Delegatio at Summit of Palazzo Chigi to Dissolve the Node

The turn of Tim «public company» is (almost) ready. At the end of the first meeting of the new board of directors, all the elements of governance have been framed more or less.

Board members have been confronted over the weekend to break the last knots and today everything should be fine, even if there are still some elements that should be clarified before the meeting.

The board – appointed last Friday by the shareholders’ meeting that assigned the majority of posts to the managers indicated by the Elliot fund, sending the first shareholder of Tim, Vivendi – in minority, will proceed to appoint the president, who will be Fulvio Conti, and to the assignment of the delegations. For the first time, except for surprises, none of the “majority” advisors will receive proxies. A choice linked to the desire to maintain the status of independent precisely in order to guide the transition of Tim towards the model of the “public company”, in which the directors are independent of shareholders (applies to all those appointed by Elliott, but not for two of the five minority advisors indicated by Vivendi) and management powers are concentrated only in the hands of the CEO. In the scheme developed by Elliott’s consultants, for Conti it is foreseen the attribution of the powers indicated by the law and by the Tim Statute for the figure of the president. Nothing more. Amos Genish, the general manager who today will be officially appointed as managing director, will therefore receive all operational powers.

What has not yet been decided is the allocation of the “sensitive” delegations on security, Sparkle and those relating to the fulfillment of the “golden power”. This morning, Conti will go to Palazzo Chigi to meet the committee for the “golden power” and discuss how to proceed. Genish, who is an Israeli citizen, does not have the necessary security clearance (Nos) to be able to take them and the same should apply to the advisors indicated by Vivendi, including however there is Michele Valensise who as former secretary general of the Ministry of Foreign affairs would have on paper all the requirements to assume the delegations on “sensitive” assets. Conti will ask for directions to the Palazzo Chigi committee, but a possible solution could be to assign strategic delegations to an internal manager. There is in fact no obligation to give it to a board member.

The node will be dissolved just before the board meeting. Meeting in which the new governance structure will have to be completed also with the appointment of the board committees. In the previous management the directors indicated by Vivendi were in the majority. This time, the independents will have more seats. Yesterday, in the meantime, Genish sent an email to Tim’s employees to clarify that although the board has changed this “has not changed the path we have taken together”. “We still have a long way to go – the manager writes – and I’m happy to be able to do it with each of you”. Genish recalls that he has received the support of all the shareholders on his strategic plan. He now expects “that the new council meeting for the first time on Monday will do the same. We are on the right track ».

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