As expected after the news of the abstention of Vivendithe list of the outgoing Board of Directors of Timwho reconfirms his leadership Peter Labriolaobtained the majority of votes in the assembly. Alberta Figari – partner lawyer of the Legance firm since 2021 (after 26 years spent at Clifford Chance) – has been appointed president of the telecommunications group.
The green light is also given to the reduction of the members of the Board of Directors to 9 from the current 15: six places go to the management list. Two places are reserved for the Merlyn fund and the last for the Bluebell activist fund.
The CEO Peter Labriola Giovanni Gorno Tempini, Paola Camagni, Federico Ferro Luzzi and Domitilla Benigni, indicated in the list of the outgoing Board of Directors which obtained 48.97% of the votes in the meeting, are reconfirmed. They are joined by Umberto Paolucci (formerly Microsoft) and Stefano Siragusa (former CEO of Tim), indicated in the list filed by Merlyn Partnerswho obtained 2.38% of the votes, and Paola Giannotti De Ponti, the following directors are from the list: filed by Bluebell which obtained 1.01% of the votes.
Vivendi abstains and gives an assist to Labriola. But the legal war continues
Today’s result was facilitated by the abstention of Vivendi in the meeting, which effectively paved the way for the reconfirmation of the outgoing Board of Directors. An assist for the three-year re-election of CEO Pietro Labriola, who aims to sell NetcCo to the American fund KKR. A plan opposed by Vivendi, which has already appealed against the board’s decision and the French do not intend to back down on this front, because they consider the decision taken by the board to be illegal and are relying on the Court to contest the sale of the network.
But today Vivendi did not take a position in the dispute between the outgoing board of directors, which supports Pietro Labriola, and the activist fund Merlyn Partnerswhich opposes the current management, although it also effectively foresees the sale of NetCo.
Vivendi, which holds a 24% stake in Tim, has announced that it will continue to “pursue vigorously” the appeal against the current board’s November 2023 decision to sell NetCo to KKR for up to €22 billion. He had previously noted that the price offered was insufficient and that Tim’s future would be unsustainable if he proceeded with the sale.
The Italian government has already supported the sale by agreeing to acquire up to 20% of NetCo, with Italian Economy Minister Giancarlo Giorgetti recently describing the deal as the only option “realistic” to ensure the survival of the group burdened by a debt of around 26 billion euros.
Tim’s note
The ordinary TIM Shareholders’ Meeting took place today, in compliance with the provisions of Legislative Decree no. 18/2020 and subsequent amendments – i.e. without the physical presence of the shareholders – with the participation of approximately 50.77% of the ordinary capital of the Company.
The Assembly:
- approved the financial statements as of December 31, 2023 of TIM SpA, which closed with a net loss of 995 million euros, covered by full use of the share premium reserve and withdrawal from the legal reserve (with over 52% of votes in favor );
- did not approve the report on the remuneration policy and the remuneration paid, for both sections (point 2.1 of the Agenda with 41.98% of votes in favour, 7.84% against, 50.08% abstentions; point 2.2 of the Agenda with 42.35% of votes in favour, 7.45% against and 50.09% abstentions);
- has appointed a Board of Directors of 9 members for the three-year period 2024-2026 (until the approval of the financial statements as of 31 December 2026), determining the maximum overall compensation of the entire body at 1,300,000 euros per year (excluding the Directors vested with special positions), the distribution of which will be decided by the new Board;
- appointed the new Board of Auditors for the three-year period 2024-2026 (until the approval of the financial statements at 31 December 2026);
- did not approve the changes to the 2022-2024 Stock Options Plan proposed by the outgoing Board of Directors (with 45.97% of votes in favour, 3.72% of votes against and 50.21% of abstentions);
- given the resolution to cover the loss for the 2023 financial year through the use of reserves partly subject to tax suspension, did not approve the proposal to reduce the corresponding net equity items definitively, excluding their subsequent replenishment, without prejudice to what is provided by article 2430 of the civil code (with 49.81% of votes in favor, 0.03% against and 50.1% abstentions).
For the appointment of the Board of Directors, the majority list, with approximately 48.97% of the votes, was that presented by the outgoing Board of Directors, from which the following 6 Directors were therefore taken:
1. Alberta Figari (indicated as President) *
2. Pietro Labriola (designated as CEO)
3. Giovanni Gorno Tempini
4. Paola Camagni*
5. Federico Ferro Luzzi*
6. Domitilla Benigni*
The following directors were taken from the list filed by Merlyn Partners SCSp, which obtained 2.38% of the votes:
7. Umberto Paolucci*
8. Stefano Siragusa
The following candidate was taken from the list filed by Bluebell Capital Partners Limited, in its capacity as manager of the Bluebell Equity Master Fund ICAV which obtained 1.01% of the votes:
9. Paola Giannotti De Ponti*
The Directors whose names are marked with an asterisk have declared that they meet the independence requirements.
As for the Board of Statutory Auditors:
- the list presented by Vivendi SE obtained 75.39% of the votes and therefore qualified as the majority list
- the list presented by a group of fund managers and SICAVs obtained over 17.63% of the votes.
The candidate indicated first among the standing auditors on the minority list, Francesco Fallacara, was appointed, pursuant to the law and the Articles of Association, President of the supervisory body.
The Board of Statutory Auditors is therefore composed as follows:
Actual mayors:
1. Francesco Fallacara – President
2. Anna Doro
3. Massimo Gambini
4. Francesco Schiavone Panni
5. Mara Vanzetta
Alternate auditors:
1. Massimiliano Di Maria
2. Laura Fiordelisi
3. Paolo Prandi
4. Carlotta Veneziani
The Assembly set the emoluments of the Board of Auditors at 135 thousand euros gross per year for the President, 95 thousand euros gross per year for each standing Auditor and an additional 15 thousand euros gross per year for the standing Auditor called to be part of the Supervisory Body.
The curricula vitae of the Directors and Auditors are available on the Company’s website www.gruppotim.it, in the section dedicated to today’s Meeting.
As per practice, the Board of Directors will meet tomorrow to ascertain the requirements and assign the positions.
Statement by Pietro Labriola, CEO of TIM
Today’s Shareholders’ Meeting marks an important continuity in the plan we are carrying out to continue on the growth and development path undertaken with 22 months of improving performance and compliance with financial targets. This is a new stage in a journey that will continue with the aim of seizing all the opportunities that will arise from the evolution of the market.
In fact, we are convinced of the need to equip ourselves with a more solid financial structure and industrial strategic options with a leaner structure focused on business areas.
Over the next three years we will work to ensure lasting growth of the Group in the interest of all stakeholders and with the aim of enhancing its strengths.
We will therefore pay great attention to cost efficiency and above all to the return to the generation of value on the Italian market.
With these cornerstones, we aim to return, possibly within the plan’s timeframe, to remunerating the shareholders, who with today’s meeting have given us the confidence to move forward.
As in the last two years, after today we will work with even greater determination, for the benefit of all the members who, with a great sense of responsibility, have directly or indirectly made it possible to guarantee continuity.
It is therefore necessary for institutions, members, employees, unions and management to collaborate, respecting mutual roles and prerogatives, to ensure the best possible future for a strategic company like ours.
Tags: Board Directors list wins assembly Figari president Labriola
