The Telecom Italia Media Principles of Corporate Governance
The conduct of Telecom Italia Media and its governing bodies, including with respect of the companies beloging to the Group, shall be based on principles of correct management of corporate affairs and the Code of Ethics of Telecom Italia Group. The Company complies with Borsa Italiana's Code of Corporate Governance. The Board of Directors on 13 December 2012 approved the Principles of Corporate Governance, which depart from and / or supplement the framework of the rules applicable in relation to the tasks and functioning of the corporate bodies, whilst referring, for any other matter or issue, to principles and criteria of Borsa Italiana’s Code of Corporate Governance.
Code of Ethics
The Code of Ethics is the apex of the entire corporate governance system: it is our charter of values, and provides the body of principles serving to ensure an ethically-oriented conduct of business based on transparency, correctness and fairness. The Code of Ethics, gradually adopted by all the Group companies, sets the rules and principles of business activity with reference to the major stakeholders with which Telecom Italia interacts daily: shareholders, the financial market, customers, suppliers, competitors, institutions, the community, and employees.
In the same way as all the other corporate governance instruments, the Code of Ethics is constantly reviewed and compared with changes in the regulatory framework, reference standards, and operational and market practices, with account also taken of the feedback from the monitoring of departments’ compliance by the person in charge of internal control.
Telecom Italia Media ’s Self Regulatory Code sets forth the rules governing its relations with the Company’s various corporate bodies, according to and implementing the general principles and suggestions that the Self Regulatory Code of the Borsa Italiana provides for.
The current Self Regulatory Code (dated May 2008) includes amendments are aimed at coordinating the document with the most recently adopted corporate governance solutions. It also includes criteria for identifying transactions having a significant impact on the business of the Company and the Group that have to be submitted to the Board for prior approval (adopted in February 2008). Specific mention of the regulation regarding the manager responsible for the preparation of the Company’s financial reports (approved in November 2007) has been inserted in the Self Regulatory Code.
The Board of Directors held on September 4, 2002 approved an internal procedure for the fulfilment of requirements listed in Article 150, paragraph 1, of Legislative Decree 58/1998. The purpose of this document is to guarantee the correct flow of information to the Board of Statutory Auditors concerning the activities conducted by the company, the most significant economic, financial and balance sheet operations conducted by Telecom Italia Media S.p.A. or its subsidiaries and any operations with a potential conflict of interest.