Telecom Italia supports Patuano's plan for independent board

News General Italy 28 FEB 2014
Telecom Italia supports Patuano's plan for independent board
Telecom Italia’s directors unanimously approved proposals submitted by CEO Marco Patuano to safeguard the interest of minority shareholders when the board comes up for renewal on 16 April. The proposals include cutting the current 15-member board to either 11 or 13 and allowing shareholders who own a voting stake of at least 0.5 percent to present board candidates. The company added in a statement that, under the new guidelines, the new board would have to have a clear majority of directors who are independent from the holding Telco SpA, the largest shareholder in Telecom Italia with a 22.4 percent stake. Telco is controlled by Telefonica and currently has the power to appoint a majority of the board members. Italy’s market regulator Consob has raised concerns in recent months that some of the members not appointed by Telco have ties to it. Telefonica CEO Cesar Alierta and another former Telefonica executive stepped down from Telecom Italia’s board in December to avoid perceived conflicts of interest in Brazil, where the two operators compete.

The new proposals are a response to pressure by minority investors such as Marco Fossati, whose Findim Group owns about 5 percent of Telecom Italia and who has accused the board of favouring Telefonica. Fossati sought to oust the current board in December by claiming that Telefonica might force a sale or break up of Telecom Italia’s Brazilian mobile unit TIM Brasil to further its own ends in the Latin American market. Although the board narrowly survived that attempt, Patuano evidently considered that the company had no choice but to make the governance changes required to give minority investors greater representation, and with yesterday’s unanimous vote he appears to have gone some way to healing divisions.

Under another of his proposals, the new chairman of Telecom Italia, to be elected at the 16 April shareholder meeting, will have to be independent from the biggest investors and represent the interests of all shareholders fairly, a development that was described by Telecom Italia’s association of small shareholders, Asati, as “very positive”. Current chairman Aldo Minucci has already said he will he will only serve in the position until a new board is chosen.


 

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