
At the meeting, the board of Telecom Italia also confirmed that it had agreed on a procedure that would introduce new safeguards for shareholders should it decide to sell its Brazilian mobile unit TIM Brasil. In a subsequent statement the company said that the new procedure would apply to all transactions with a value exceeding EUR 2 billion. Last month, the company had said that it wanted to put in place controls to ensure that any sale proposal for its Latin American division would be vetted by independent directors, thus shielding Telecom Italia from accusations of conflict of interest. Telecom Italia and its biggest shareholder, Spanish telecoms group Telefonica, are direct competitors in Brazil and in December Telefonica CEO Cesar Alierta and chief operating officer Julio Linares stepped down from the Italian company’s board.
However, under the new procedure, any sale of TIM Brasil would need approval at a special shareholders' meeting where Telefonica, if identified as a party with a directly-related interest, would be left out of the vote.
Telecom Italia also said that it had decided to cancel its EUR 3 billion hybrid bond plan, a direct consequence of an earlier decision by rating agencies Fitch and Moody’s not to regard these kind of bonds as equity. It added that the trend of 2013 earnings was in line with the company’s goals released in August, while revenue was slightly below the target given in February 2013. Full results for 2013 would be released on 06 March.
Finally, the company confirmed that the results of a governance benchmarking analysis had been presented at the meeting and that the corresponding issues would be discussed at a subsequent board meeting on 27 February. According to unnamed sources close to the matter cited by Reuters, this could mean that minority shareholders led by rebel investor Marco Fossati are eventually given the power to appoint the chairman. If an agreement is reached with Telco, veteran Italian business executive Vito Gamberale could be appointed as Telecom Italia chairman, according to the sources.