The main outcome of the meeting is that any possible future sale of TIM Brasil could need approval at a special shareholders’ meeting where Telefonica, if identified as a related party, would be left out of the vote. However, such a review by independent directors could shield Telecom Italia from accusations of conflict of interest. Telefonica currently controls Telecom Italia together with three Italian partners via a 22.4 percent stake held in investment vehicle Telco. Sources close to the matter have said Telefonica is looking to break up TIM Brasil and divide its assets between itself and the other two mobile operators in Brazil to circumvent antitrust issues.
In December Telefonica CEO Cesar Alierta and chief operating officer Julio Linares stepped down from Telecom Italia’s board to avoid perceived conflicts of interest in Brazil, where the two companies compete. The board confirmed at the 16 January meeting that it wouldn’t replace the directors before its term expired in April.
Findim, the holding group of Telecom Italia’s number 3 investor Marco Fossati, said in a statement that it welcomed the board's resolutions, which it said were in line with its requests. Fossati launched an unsuccessful bid to dismiss the board in December, citing conflicts of interests between Telefonica and Telecom Italia.
