GOVERNANCE
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Committees

The Board of Directors also passed resolutions to set up two Committees during 2001. The Remuneration Committee, with investigative and consultative powers, is made up of non-executive Board members. The Committee was set up during the Board of Directors' meeting held on July 3, 2001. Since the term of office of the then-Board expired, the Committee was reappointed on December 11, 2001 and therefore reintegrated on March 25, 2002. Subsequently, a replacement was made on November 3, 2003. Actually the members of the Compensation committee are: Sergio Ristuccia, Committee Chairman, Fabio Roversi Monaco, Severino Salvemini. The Committee has the duty to make proposals to the Board of Directors concerning:

  • the Managing Director's remuneration, as well as that of the Directors endowed with particular duties, also with reference to the determination of stock option plans;
  • the determination of the criteria for the remuneration of the Top Management of the Company, on the instructions of the Managing Director.

The remuneration for the Directors endowed with particular duties is therefore resolved by the Board of Directors, having heard the favorable opinion by the Board of Statutory Auditors. The remuneration of the Chairman is fixed, while that of the Managing Director and the Deputy Chairman is significantly variable (see the appropriate statement in the Notes to the Financial Statements of Telecom Italia Media S.p.A.). The remuneration of the top management has a variable component due to the results reached in the relevant sectors and on the basis of individual objectives. Top management is also addressee of the stock option plans, as described in the Report on Operations and in the Notes to the Financial Statements.

Committee for Internal Control and Corporate Governance

In 2001, a Committee for Internal Control and Corporate Governance was also established. Said committee is composed of non-executive directors and has the task of making recommendations and proposals. In 2003, the Committee has taken on the special function of Committee of Corporate Governance contributing, inter alia, to the implementation and development of corporate governance instruments, participating in the analysis and definition of the documents that were subsequently adopted by the Company in the period. The members of the Committee for Internal Control and Corporate Governance are actually: Mario Zanone Poma (Chairman), Gianfranco Negri Clementi and Alessandro Ovi, all independent directors.

In keeping with consolidated practice, meetings are attended by the entire Board of Auditors, the Internal Control Manager as well as a representative from the Independent Auditing Firm. In compliance with the Code of Conduct, the Committee performs the following activities:

  • it assesses the adequacy of the internal control system;
  • it assesses the operating plan prepared by the persons responsible for internal control and receive their periodic reports;
  • it assesses, together with the Administrative Officers of the Company and the Independent Auditors, the adequacy of the accounting principles followed and the uniformity of the same in preparing the consolidated financial statements;
  • it assesses the proposals put forward by the Independent Auditors to obtain the audit assignment, the operating plan for carrying out the audit and the results thereof as laid down in the Auditors' Report and their letter of suggestions;
  • it reports periodically to the Board of Directors on its activity and the adequacy of the internal control system;
  • it performs the other duties entrusted to it by the Board of Directors, particularly as regards relations with the Independent Auditors;
  • it monitors observance and periodical updating of the rules of corporate governance.

It was deemed unnecessary to establish a Committee within the Board of Directors for proposals of appointment to the post of Director.

Last update: 09/06/2011, 15:39