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TELECOM ITALIA GROUP
Frankfurt, September 9, 2009




Telecom Italia Group’s
approach to sustainability



  Telecom Italia/External Relations
  Paolo Nazzaro
  Head of Group Sustainability
TELECOM ITALIA GROUP

Safe Harbour
These presentations contain statements that constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements appear in a number of places in this
presentation and include statements regarding the intent, belief or current expectations of the customer base,
estimates regarding future growth in the different business lines and the global business, market share, financial
results and other aspects of the activities and situation relating to the Company.
Such forward looking statements are not guarantees of future performance and involve risks and uncertainties, and
actual results may differ materially from those in the forward looking statements as a result of various factors.
Analysts are cautioned not to place undue reliance on those forward looking statements, which speak only as of the
date of this presentation. Telecom Italia Spa undertakes no obligation to release publicly the results of any revisions
to these forward looking statements which may be made to reflect events and circumstances after the date of this
presentation, including, without limitation, changes in Telecom Italia Spa business or acquisition strategy or to
reflect the occurrence of unanticipated events. Analysts and investors are encouraged to consult the Company's
Annual Report on Form 20-F as well as periodic filings made on Form 6-K, which are on file with the United States
Securities and Exchange Commission.



                                                                                                                     1
TELECOM ITALIA GROUP


Agenda


  Telecom Italia Group: an overview


  Telecom Italia Group’s approach to sustainability

         Corporate Governance




                   Telecom Italia/External Relations   2
TELECOM ITALIA GROUP

  Telecom Italia Group: Shareholder Structure and Brief Company
  History
Generali Group 28.1%, Intesa San Paolo Bank S.p.A 10.6%,
                                                                  Brief Company History
Mediobanca S.p.A. 10.6%, Sintonia S.A. 8.4%, Telefónica S.A.        July 1995, TIM spin-off and IPO
42.3%
                                                                    November 1997, privatization of Telecom Italia
                                                                    June 2006, Telecom Italia-TIM merger
                          Telco
                          S.p.A                                     October 2007, Telco S.p.A. became the main Telecom
                                                                    Italia’s shareholder
                              24.5% ord. shares                     December 2007, new management appointed

                        Telecom
                      Italia S.p.A
                                                                  Telecom Italia stocks are listed on the Milan and New
                                                                  York Stock Exchanges (the latter via ADR)
                                                                  Market cap: aroud 19,3 bln of euro, of which 14,7 bln for
                                         81.3% ord. shares,       ordinary shares and 4,6 bln for savings shares (as of
                69.2% ord. shares        63.9% pref. shares
                                                                  August, 25)
                                                                  TI shares are included in the main international indexes
             T. I.                    Tim                         (FTSE Eurotop100, DJ STOXX 600, DJ Stoxx Telecom, FTSE
            Media                    Brasil                       Mib, MSCI Pan-Euro, MSCI Euro, etc.)
                                                                  and SRI indexes (DJSI World, DJSI STOXX, FTSE4Goods
                                                                  Europe, ESI Global, etc.)
                              Telecom Italia/External Relations                                                          3
TELECOM ITALIA GROUP


Telecom Italia at a glance

Key Numbers (as of June 30, 2009)

16.6 million fixed access
8.4 million broadband connections in Italy - around 2,5 million in Germany and Holland
About 32.6 million TIM mobile lines in Italy
7.4 million UMTS mobile lines
About 77K employees of which 61K in the Domestic Business


Economic and financial results (as of June 30, 2009)

Revenues: 13,95 billion € (-5.8% vs. 1H08)
Reported EBITDA: 5,67 billion € (+3.1% vs. 1H08)
Industrial investments: 2,04 billion € (-30,9% vs. 1H08)



                   Telecom Italia/External Relations                                     4
TELECOM ITALIA GROUP

     International presence
                                         European Broadband
                                           HanseNet
                                          (Germany)
                                           BBNed (The
                                          Netherlands)



            ETECSA Cuba
            (Fixed and Mobile)                                                         Int’l Wholesale Services


Telecom Argentina (Fixed and Mob)
TIM Brasil (Mobile)
                                                                                   NETWORK COVERAGE
                                                                                  MNCs Proprietary Network




                                                                TI global presence through:
                                                                    Proprietary Network (112 access POPs)
                                                                    Partnership agreements with Global Carriers (i.e. C&W, Verizon) and
                                                                    Regional Operators

                            Telecom Italia/External Relations                                                                         5
TELECOM ITALIA GROUP

Telecom Italia Group brands
The Telecom Italia Group is active on the market in all sectors of advanced communication
through brands known for their competence, reliability and familiarity. Each brand has the aim of
responding to different customer needs through criteria such as quality and innovation, and of
strengthening the connection and confidence built up over time


                       FIXED LINE COMMUNICATIONS                      HIGH-SPEED INTERNET




                       MOBILE COMMUNICATIONS                           WEB CONTENTS




                       IT SECTOR AND DIGITAL SYSTEM                    TRADITION AND MULTIMEDIA
                                                                       CONTENTS
                       FOR PRINTING




                   Telecom Italia/External Relations                                              6
TELECOM ITALIA GROUP

Agenda




  Telecom Italia Group: an overview


  Telecom Italia Group’s approach to sustainability

         Corporate Governance




                   Telecom Italia/External Relations   7
TELECOM ITALIA GROUP

Highlights

Highlights

 Integration of sustainability data in the financial statement


 Disclosure of sustainability targets


 Focus on communication


 Focus on intangible assets




                   Telecom Italia/External Relations             8
TELECOM ITALIA GROUP

Approach

  External Stakeholders

   Customers
   Suppliers
                                                           Image
   Competitors
   Institutions
                                                          Identity

   The Environment                                         Trust      Performance
   The Community
                                                         Reputation
  Internal
                                                             …
  Stakeholders
   Human Resources

   Shareholders




                     Telecom Italia/External Relations                              9
TELECOM ITALIA GROUP

Evolution

                        1997 - 1999               2000 - 2001               2002 - 2005                2006 - 2009

                       Charter of Values         TIM’s Code of Ethics   Group’s Code of EthicsC     CSR policy regarding
Charters                                                                                            employees
And Codes                                                                                           CSR policy regarding
                                                                                                    suppliers

                       Socio-environmental                              Integration of              Quantitative targets in
Reporting              reports                                          Sustainability Reporting    the sustainability
                                                                        into the Group Financial    reporting
                                                                        Statement (TBL)             GRI: A+ level
                       ETNO                                             Global Compact (ONU)        European Alliance on
Involvement            Sodalitas                                                                    CSR
With other             CSR Europe                                                                   GeSi
Organizations                                                                                       WBCSD

                                                                        Internal reporting system   Supervision from ICCG
                                                                        Evaluation form for the     Committee
Governance                                                              sustainability projects     New sustainability
                                                                                                    planning model




                   Telecom Italia/External Relations                                                                          10
TELECOM ITALIA GROUP

Organizational model


                                                External Relations




                                              Group Sustainability




                          Reporting                                  Planning



                   20 Key people in charge for collecting data and information for
                 sustainability reporting and questionnaires from the rating agencies



                   Telecom Italia/External Relations                                    11
TELECOM ITALIA GROUP

Telecom Italia Group sustainability acknowledgements

  Telecom Italia has been included in all the main sustainability indexes worldwide (see
  next slide)

  Tim Partecipações has been included in the ISE Index (Índice de Sustentabilidade
  Empresarial), managed by Bovespa (San Paolo Stock Exchange) and other partners

  Telecom Italia has been ranked among the best 100 companies worldwide with reference
  to the quality of its sustainability reporting in "The Global Reporters 2006 Survey of
  Corporate Sustainability Reporters" conducted by the specialised agency SustainAbility in
  co-operation with UNEP and the rating agency Standard & Poor‘s

  Telecom Italia scored first in the Carbon Disclosure Project Report 2008 Global, among
  Italian companies included in the “Global 500” index, with regard to the disclosure of
  environmental data

  Telecom Italia 2008 sustainability report has been ranked A+ by Global Reporting
  Initiative




                   Telecom Italia/External Relations                                          12
TELECOM ITALIA GROUP

Sustainability indexes in which Telecom Italia is included
    Dow Jones Sustainability Indexes
           World (DJSI World)
           STOXX (DJSI STOXX)
    FTSE4Good
           Global
           Europe
           Environmental Leaders Europe
    ESI (Ethibel Sustainability Indexes)
           Excellence Europe
           Excellence global
           Pioneer global
    ASPI (Advanced Sustainable Performance Index)
    ECPI (E.Capital Partners Indexes)
           ECPI Ethical Index Global
           ECPI Ethical Index Euro
           ECPI Ethical Index €uro
    Axia
           Ethical
           Euro Ethical
           CSR
    KLD Sustainability Indexes
           Global
           Global ex US
           Europe
           Euro Asia Pacific
                          Telecom Italia/External Relations   13
TELECOM ITALIA GROUP

Internal reporting system

Selection of KPIs                     Data-base

                                                            Customers
  Group’s internal
    knowledge                                               Suppliers

                                                            Competitors
    International
      standards                        Sustainability       Institutions      The data-base is shared
                                           Key                                  with accounting and
                                       Performance          The Environment     controlling software
    Questionnaires
                                        Indicators                                  applications
 from rating agencies
                                                            The Community

   Benchmarking                                             Human Resources
  with best practices
                                                            Shareholders




                        Telecom Italia/External Relations                                               14
TELECOM ITALIA GROUP

KPI Main areas
           Customers                              Suppliers                    Competitors                  Institutions

  Number of Lines                        Supply                chain     Involvement                   Tax and added value
 Customer           Relationship        management                        Anti-trust procedures and    Grants
Management                                 Joint actions               claims                          Involvement
  Service Quality                          Involvement                   Legislation updates           Legislation updates
  Claims
  Services for customers with
special needs
  Involvement


        Environment                             Community                  Human Resources                Shareholders
  Natural            resources            Donations                       Compensation policies        Dividends
  consumption          (energy,           Investments                     Training               and   Net debt
  water, fuel, etc..)                                                     development
                                          R&D                                                          Corporate Governance
  Emissions                                                               Health and Safety
                                          Involvement                                                  Risk management
  Waste Management                                                        Equal opportunities
  Electromagnetism                                                        Industrial relations
                                                                          Welfare
                                                                          Human rights and labour
                                                                          standards



                           Telecom Italia/External Relations                                                                  15
TELECOM ITALIA GROUP

Sustainability Strategy for 2009-2011 (2008 Report)
   Attention to quality of the service
   Attention to energy efficiency and the development of solutions aimed at reducing environmental
   impact
   Commitment in support of the communities in which the Group operates, promoting ideas and
   projects aimed at improving people’s quality of life through the Telecom Italia Foundation
   Integration of sustainability data within the Group Annual Report, in confirmation of the Group’s
   intention to present its financial performance jointly with non-financial information
   Evaluation of the impact in terms of sustainability of the business projects
   Involvement of the stakeholders in the company activities
   Development of the reporting in order to achieve greater adherence to the guidelines of the Global
   Reporting Initiative (GRI)
   The definition of quantitative objectives in line with the most important sustainability issues
   Integration of Sustainability and Innovation (Technological Plan)
   Confirmation of the international commitments in the area of sustainability (GC, EU Alliance)
   Monitoring of the sustainability targets set into managers’ MBO (see next chart)


                    Telecom Italia/External Relations                                                16
TELECOM ITALIA GROUP

Sustainability into Managers’ MBO (Report 2008)

 Stakeholder                                  Objectives
 Customers                                    - Customer Satisfaction
                                              - Quality of provided service

 Human Resources                              - Surveys on employees’ satisfaction
                                              - Employees’ health and safety
                                              - Training programs and professional development
                                              - Welfare activities for employees
 Environment                                  - Consumption of materials, energy and water
                                              - Emissions

 Market and Institutions                      - Compliance with laws, regulation and codes
                                              - Quality and promptness of company communication

 Community                                    - Organisation of cultural initiatives
                                              - Quality of the initiatives/projects for the Community




                   Telecom Italia/External Relations                                                    17
TELECOM ITALIA GROUP

 Planning


                 Rating                     Internal              Business
                agencies                   experience             projects




                            Key areas                           Sustainability
                                                               evaluation form




                         Sustainability                 Sustainability
                           Targets                          Plan




                   Telecom Italia/External Relations                             18
TELECOM ITALIA GROUP


Example of sustainability evaluation form

                                                                                                        Impact
     Stakeholder                              Key areas                               negative                         positive
                                                                                                          0
                                                                                low     medium   high            low    medium    high

                     Qualità of service (caring, assistance, etc.)

     Customers       Maintenance and network updagrade

                     Innovation, research and development

                     Environmental     footprint (CO2    emissions,    waste
   The Environment
                     manegement, etc.)
                     Services for customers with special needs (disables, the
                     elderly, etc..)
   The Community
                     Digital inclusion

                     Talent retention
       Human
                     Equal opportunities
      Resources
                     Health and safety

      Vendors        Social and environmental impact in the supply chain




                            Telecom Italia/External Relations                                                                            19
TELECOM ITALIA GROUP

2009 Objectives – TI - Customers (2008 Report)
                                                                                                                                                              Unit of     Target
Area                     Indicator
                                                                                                                                                            measurement   2009

CUSTOMERS - MOBILE       Activation time for voice service – Prepaid service – Percentage of valid orders completed within the maximum terms provided by
                                                                                                                                                                 %         97
                         contract

CUSTOMERS - MOBILE       Activation time for voice service – Post-paid – Percentage of valid orders completed within the maximum terms provided by
                                                                                                                                                                 %         97
                         contract

CUSTOMERS - MOBILE       Customer assistance services – Average time of response by operators to incoming calls                                               seconds      40

CUSTOMERS - MOBILE       Complaints about charges – Ratio between the number of complaints about invoice charges received in the survey period and the
                                                                                                                                                                 %         1.8
                         number of invoices issued in the same period (post-paid service)

CUSTOMERS - MOBILE       Complaints about charges – Ratio between the number of complaints about pre-paid cards received in the survey period and the
                         average number of SIM/USIM active in the same period (post-paid service)                                                                %          5

CUSTOMERS            -   Activation time for broadband access – Percentage of valid orders completed within the date agreed with the customer (active
                                                                                                                                                                 %         90
INTERNET                 telephone line)

CUSTOMERS            -   Activation time for broadband access – Average time of supply (active telephone lines)
                                                                                                                                                               days        11
INTERNET

CUSTOMERS            -   Malfunctions in broadband Internet access service – Average time of repairs
                                                                                                                                                               hours       34
INTERNET

CUSTOMERS            -   Customer assistance service – Average time of response by operators to incoming calls
                                                                                                                                                              seconds      105
INTERNET

CUSTOMERS            -   Disputed charges – Ratio between the number of complaints about invoice charges relating to all Internet access services
                                                                                                                                                                 %         1.5
INTERNET                 (received in the survey period) and the total number of invoices issued in the same period

CUSTOMERS - IPTV         Activation time for the IPTV service – Percentage of valid orders completed within the date agreed with the customer                    %         78

CUSTOMERS - IPTV         Customer assistance response times – Average time of response by operators to incoming calls                                         seconds      105

CUSTOMERS - IPTV         Disputed invoices – Ratio between the number of complaints about invoice charges related to IPTV service (received in the survey
                                                                                                                                                                 %         1.6
                         period) and the number of invoices containing charges related to the same service (issued in the same survey period)

CUSTOMERS - IPTV         Availability of the IPTV service – Average unavailability of the service                                                            Hours/year    50




                                  Telecom Italia/External Relations                                                                                                              20
TELECOM ITALIA GROUP

2009 Objectives – TI - Other stakeholders (2008 Report)
                                                                                                                                                   Year
                                                                                                                                   Unit of                  Target
Area                                      Indicator                                                                                                 end
                                                                                                                                 measurement                2009
                                                                                                                                                   2008
                                          Telecom Italia Foundation – Forecast financial commitment in relation to the                               /
THE COMMUNITY                                                                                                                          %                     0.05
                                          Group’s EBITDA

HUMAN RESOURCES - TRAINING                Training in health and safety                                                          Training hours    87,141   90,000

                                                                                                                                 Training hours
HUMAN RESOURCES - TRAINING                Training – Italian companies                                                                              32.7     33
                                                                                                                                   per head(3)

                                          Training – coverage of italian companies (number of people who have taken part in
HUMAN RESOURCES - TRAINING                                                                                                             %            71.5     71.5
                                          at least one training exercise out of the total population)

THE ENVIRONMENT – ECO-EFFICIENCY          Eco-efficiency indicator                                                                  bit/Joule      1,177    1,410

THE ENVIRONMENT – ELECTROMAGNETISM        SAR qualification                                                                            %            100      100

THE ENVIRONMENT – ELECTROMAGNETISM        Number of UMTS Radio Station cells with second carrier installed                       Number of cells   2,837    2,500

THE ENVIRONMENT – NATURAL RESOURCES       FSC certified paper purchase for office use                                                  %             0       90

THE ENVIRONMENT – NATURAL RESOURCES       Used paper sent for recycling                                                               Tons         10,835   13,540

                                          Reduction of CO2 emissions from the substituion of diesel boilers with plant causing
THE ENVIRONMENT – ATMOSPHERIC IMPACT                                                                                                  Tons          200      200
                                          less impact

                                          Reduction of quantity of ozone depleting gases used in air conditioning equipment
THE ENVIRONMENT – ATMOSPHERIC IMPACT                                                                                                   Kg          4,000    6,400
                                          and refrigerating systems

                                          Reduction of CO2 emissions from the substitution of Euro3 vehicles with Euro4
THE ENVIRONMENT – ATMOSPHERIC IMPACT                                                                                                  Tons         2,986    1,630
                                          vehicles

CUSTOMERS - DIGITAL INCLUSION             ADSL coverage                                                                                %            95.8     96.5

CUSTOMERS - DIGITAL INCLUSION             IPTV coverage                                                                                %            53.8     54.8

CUSTOMERS - DIGITAL INCLUSION             UMTS and HSDPA coverage                                                                      %            80.7     82.4

                                   Telecom Italia/External Relations                                                                                                 21
TELECOM ITALIA GROUP

2009 Objectives – Tim Brasil (2008 Report)
                                                                                                                              Unit              Year     Target
Area              Indicator                                                                                                    of                end
                                                                                                                                                2008     2009
                                                                                                                           measurement
HUMAN             Employee satisfaction measured by the questionnaire “Group Photo”
RESOURCES                                                                                                                  Average level of
                                                                                                                                                7.36       7.5
                                                                                                                             satisfaction

HUMAN             Reduction in staff turn-over                                                                               % (monthly)         2.8       2.2
RESOURCES
HUMAN             Reduction of the absenteism rate                                                                                %              3.4       3.2
RESOURCES
HUMAN             Training (number of total hours: in class + on line + at work)
RESOURCES                                                                                                                  Hours of training   732,815   715,000

HUMAN             Training – Coverage (number of people who have taken part in at least one training exercise out of the
RESOURCES                                                                                                                         %             95.2      95.2
                  total population)
HUMAN             Training – Sustainability (number of managers who have taken part in at least one training exercise on
RESOURCES         the subject of Sustainability out of the total population)                                                      %              1         47

THE ENVIRONMENT   Reduction in the total paper purchased (for office use only)                                                    %              0         2.1

THE ENVIRONMENT   Ratio between recycled waste and the total waste generated by offices                                           %              41        43

THE ENVIRONMENT   Cellphone, batteries and accessories collected and sent for recycling                                          Tons            10        11

THE ENVIRONMENT   SAR qualification - Brazil                                                                                      %              25        25

SUPPLIERS         Percentage of the main suppliers evaluated with Sustainability criteria                                         %              0         30




                              Telecom Italia/External Relations                                                                                                  22
TELECOM ITALIA GROUP
Results 2008 vs Objectives 2008 (2008 Report)
                                                                                                                   Unit of              Target      Final       Target
Area              Indicator                                                                                                                        balance      Status
                                                                                                                 Measurement            2008        2008        2008
CUSTOMERS         Punctuality of appointments for visits by technicians to customers’ premises                          %                 98          96.5        ▼
HUMAN RESOURCES   Employee satisfaction measured by the questionnaire “Group Photo”                                Average level
                                                                                                                                         ≥ 6.21       6.35        ▲
                                                                                                                  of satisfaction
HUMAN RESOURCES   Training – Italian companies                                                                    Training hours
                                                                                                                                         30.5         32.7        ▲
                                                                                                                     per head
HUMAN RESOURCES   Training – Italian companies: coverage (percentage of people who have taken part in at                %                 85          71.5        ▼
                  least one training exercise)
THE ENVIRONMENT   Eco-efficiency indicator                                                                           bit/Joule           1,130       1,177        ▲
THE ENVIRONMENT   Energy saving from low-consumption lighting system (10 sites)                                        kWh              3,000,00    480,000       ▼
                                                                                                                                           0
THE ENVIRONMENT   Energy saving by optimizing the electricity yield of 50 sub-stations through power factor           kvar/h            1,950,00   11,019,600     ▲
                  correction                                                                                                               0
THE ENVIRONMENT   Number of cells in UMTS Radio Stations in which a second carrier has been installed            Number of cells          600        2,837        ▲
THE ENVIRONMENT   SAR Qualification - Italy                                                                             %                 100         100         ▲
THE ENVIRONMENT   SAR Qualification - Brazil                                                                            %                 25          25          ▲
THE ENVIRONMENT   SAR Qualification - Bolivia                                                                           %                 40           -
THE ENVIRONMENT   Other corporate offices with differentiated waste                                             Number of offices         100         123         ▲
THE ENVIRONMENT   Reduction of paper consumption                                                                        %                  3           7          ▲
THE ENVIRONMENT   Purchased recycled paper                                                                              %                 60          53.7        ▼
THE ENVIRONMENT   Conversion of 15 diesel-fired boilers with new generators/heat pumps                        Tons of CO2 not emitted     200         200         ▲
THE ENVIRONMENT   Substitution of Euro3 vehicles with Euro4 vehicles                                          Tons of CO2 not emitted    2,700       2,986        ▲
SUPPLIERS         Increase of audits on suppliers regarding Ethics and Sustainability                                   %                 10          12          ▲
DIGITAL DIVIDE    ADSL Coverage                                                                                         %                 96          95.8        ►
DIGITAL DIVIDE    IPTV Coverage                                                                                         %                 54          53.8        ►
DIGITAL DIVIDE    UMTS Coverage                                                                                         %                 81          80.7        ►
DIGITAL DIVIDE    HSDPA Coverage                                                                                        %                 81          80.7        ►



                                 Telecom Italia/External Relations                                                                                                       23
TELECOM ITALIA GROUP



London Benchmarking Group (LBG) Model

Contribution to the Community

  Year 2008
36 million euro
                                                 Intermittent support to a wide range of “social” issues in
                                                 response to the needs and appeals of community organisations,
                                                 increasingly through partnerships between the company, its
                          Charity                employees, customers and suppliers
                              2

                  Investments in the                    Long-term strategic involvement of the company to address
                      Community                         a limited range of “social” issues
                             13

                                                                 Activities in the Community usually by commercial
            Investments in the Community                         departments to support directly the success of
                             21                                  the company, also in partnership with charities
                                                                 and community-based organisations


                   Telecom Italia/External Relations                                                             24
TELECOM ITALIA GROUP



Focus on communication – the “CO2 meter”


   Developed in collaboration with Price Waterhouse Coopers and
 launched in July 2009


   Through simple questions on the lifestyle, estimates the CO2 emissions
 that are generated by the daily behaviours in 4 main areas: home, work,
 purchases and relations with the Public Administration


    Demonstrates how ICT solutions (videonconference, purchases or other
 transactions carried out on line through the use of broadband solutions)
 can boost a more sustainable way of living




                   Telecom Italia/External Relations                        25
TELECOM ITALIA GROUP


Focus on intangibles

                                                                                  Discount mainly due to the difficulty in
                                                                                  evaluating and communicating internally




                                                           Internally generated
                                                                                  generated intangibles (reporting gap)


                       Not booked




                                                           intangibles
                       intangibles
          Firm value




                       Book Value
                         US GAAP                             intangibles
                                                             Acquired             Market Value

                       Book Value
                       Local GAAP



                       Telecom Italia/External Relations                                                                     26
TELECOM ITALIA GROUP


Agenda




  Telecom Italia Group: an overview


  Telecom Italia Group’s approach to sustainability

         Corporate Governance




                   Telecom Italia/External Relations   27
TELECOM ITALIA GROUP

 Leadership functions of the Board of Directors

Main tasks


   Strategic, operational and financial plans examination and approval

   Budget analysis and approval

   Examination and approval of strategic transactions and establishment of general criteria for their
   identification

   General organizational, administrative and accounting structure check with special reference to the
   internal control system

   Granting/cancellation of mandates to Executive Directors. Definition of exercise limits thereto and of
   frequency of reporting to the Board

   Determination of General Managers powers nomination of persons to hold offices of Chairman and CEO in
   strategic subsidiaries

   Assessing the overall performance of operations and periodically comparing the results achieved with
   those planned




                     Telecom Italia/External Relations                                                      28
TELECOM ITALIA GROUP

    Board of Directors Committees
Board of Directors                    Main Tasks
Committees

                                      Monitoring the evolution of the management of the Company and of the Group, approving the organisational
Executive Committee:                 macrostructures of the Company
Chairman + CEO + 6 directors
                                       Expressing an opinion to the Board on the budget and strategic, industrial and financial plans of the Company and
                                     the Group



Internal control and Corporate          Internal control system assessment
Governance Committee:                   Opinion on appointment, removal and duties of the manager responsible for financial reports and of the person in
non-executive, mainly independent     charge of internal control and assessment of the latter’s programme
directors, one of which drawn from      Assessment of proposals by auditing firms to obtain engagement, of their work programme and of the result
minority lists, with specific         thereof
expertise                               Check on corporate governance rules compliance and their regular updates
                                        Check compliance with the principles for transactions with related parties
                                        Assessment of the correct use of accounting standards adopted and of their uniform application in the Group



                                     Proposing CEO and directors entrusted with special tasks compensations (to ensure their alignment with the
Nomination and
                                   objective of creating value for shareholders over time) and proposing the criteria for the remuneration of the
Remuneration Committee:
                                   Company’s senior management
non-executive, mainly independent
directors, one of which drawn from    Assessing the criteria periodically in addition to performing a monitoring function, proposing candidates for
                                   the Board of Directors in the event of replacement of an independent board member
minority lists




                                Telecom Italia/External Relations                                                                                          29
TELECOM ITALIA GROUP


 Central role of the Board of Statutory Auditors (1/2)

                                                   Under the Italian corporate governance rules the Board of Auditors




Board of Statutory Auditors                          checks compliance with the law, corporate by-laws and principles of
                                                     management;
5 independent members with top
positions, specific financial                        checks effectiveness of corporate governance rules
expertise and significant control
powers:                                              assesses corporate internal control, administration and accounting systems;

                                                     issues mandatory proposals for the appointment of the auditing firm;
  2 members
  (Chairman + 1 member)
  represent minority shareholders                    handles complaints by shareholders & stakeholders and refers on the
                                                     matter in its Report to the annual shareholders’ meeting and indicates
                                                     follow-up policies.




                       Telecom Italia/External Relations                                                                      30
TELECOM ITALIA GROUP


 Central role of the Board of Statutory Auditors (2/2)
                                                             SEC regulation on the enforcement of the “Sarbanes Oxley Act”
                                                           acknowledging correspondence between the Board of Auditors and
                                                                     the Audit Committee of US Listed Companies




                                                   The Board of Statutory Auditors holds a legal and “de facto” responsibility for the
Board of Statutory Auditors
                                                   appointment, retention and oversight of any accounting firm engaged in the
                                                   drafting of an audit report or performing any other audit, review or certification
5 independent members with top                     services for Telecom Italia.
positions, specific financial
expertise and significant control                  Any accounting firm performing audit work for Telecom Italia must duly report to
powers:
                                                   the Board of Statutory Auditors on the following: (i) all critical accounting policies
                                                   and practices to be implemented; (ii) all optional processing of financial
  2 members                                        information within GAAP discussed with the Telecom Italia management; (iii) any
  (Chairman + 1 member)                            other written communication between the accounting firm and the Telecom Italia
  represent minority shareholders                  management (e.g., management correspondence, schedule of unadjusted
                                                   discrepancies).

                                                   The Board of Statutory Auditors has adopted a complaint procedure for receiving,
                                                   retaining and treating the “reports” it receives (including complaints on
                                                   accounting, internal accounting controls or auditing matters and anonymous
                                                   submission of concerns by employees regarding questionable accounting or
                                                   auditing matters).

                                                   The Board has the authority to appoint its legal counsel and/or any other advisors,
                                                   as the case may be, to carry out its duties.
                       Telecom Italia/External Relations                                                                               31

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Telecom Italia SRI Roadshow - Frankfurt

  • 1. TELECOM ITALIA GROUP Frankfurt, September 9, 2009 Telecom Italia Group’s approach to sustainability Telecom Italia/External Relations Paolo Nazzaro Head of Group Sustainability
  • 2. TELECOM ITALIA GROUP Safe Harbour These presentations contain statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements appear in a number of places in this presentation and include statements regarding the intent, belief or current expectations of the customer base, estimates regarding future growth in the different business lines and the global business, market share, financial results and other aspects of the activities and situation relating to the Company. Such forward looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ materially from those in the forward looking statements as a result of various factors. Analysts are cautioned not to place undue reliance on those forward looking statements, which speak only as of the date of this presentation. Telecom Italia Spa undertakes no obligation to release publicly the results of any revisions to these forward looking statements which may be made to reflect events and circumstances after the date of this presentation, including, without limitation, changes in Telecom Italia Spa business or acquisition strategy or to reflect the occurrence of unanticipated events. Analysts and investors are encouraged to consult the Company's Annual Report on Form 20-F as well as periodic filings made on Form 6-K, which are on file with the United States Securities and Exchange Commission. 1
  • 3. TELECOM ITALIA GROUP Agenda Telecom Italia Group: an overview Telecom Italia Group’s approach to sustainability Corporate Governance Telecom Italia/External Relations 2
  • 4. TELECOM ITALIA GROUP Telecom Italia Group: Shareholder Structure and Brief Company History Generali Group 28.1%, Intesa San Paolo Bank S.p.A 10.6%, Brief Company History Mediobanca S.p.A. 10.6%, Sintonia S.A. 8.4%, Telefónica S.A. July 1995, TIM spin-off and IPO 42.3% November 1997, privatization of Telecom Italia June 2006, Telecom Italia-TIM merger Telco S.p.A October 2007, Telco S.p.A. became the main Telecom Italia’s shareholder 24.5% ord. shares December 2007, new management appointed Telecom Italia S.p.A Telecom Italia stocks are listed on the Milan and New York Stock Exchanges (the latter via ADR) Market cap: aroud 19,3 bln of euro, of which 14,7 bln for 81.3% ord. shares, ordinary shares and 4,6 bln for savings shares (as of 69.2% ord. shares 63.9% pref. shares August, 25) TI shares are included in the main international indexes T. I. Tim (FTSE Eurotop100, DJ STOXX 600, DJ Stoxx Telecom, FTSE Media Brasil Mib, MSCI Pan-Euro, MSCI Euro, etc.) and SRI indexes (DJSI World, DJSI STOXX, FTSE4Goods Europe, ESI Global, etc.) Telecom Italia/External Relations 3
  • 5. TELECOM ITALIA GROUP Telecom Italia at a glance Key Numbers (as of June 30, 2009) 16.6 million fixed access 8.4 million broadband connections in Italy - around 2,5 million in Germany and Holland About 32.6 million TIM mobile lines in Italy 7.4 million UMTS mobile lines About 77K employees of which 61K in the Domestic Business Economic and financial results (as of June 30, 2009) Revenues: 13,95 billion € (-5.8% vs. 1H08) Reported EBITDA: 5,67 billion € (+3.1% vs. 1H08) Industrial investments: 2,04 billion € (-30,9% vs. 1H08) Telecom Italia/External Relations 4
  • 6. TELECOM ITALIA GROUP International presence European Broadband HanseNet (Germany) BBNed (The Netherlands) ETECSA Cuba (Fixed and Mobile) Int’l Wholesale Services Telecom Argentina (Fixed and Mob) TIM Brasil (Mobile) NETWORK COVERAGE MNCs Proprietary Network TI global presence through: Proprietary Network (112 access POPs) Partnership agreements with Global Carriers (i.e. C&W, Verizon) and Regional Operators Telecom Italia/External Relations 5
  • 7. TELECOM ITALIA GROUP Telecom Italia Group brands The Telecom Italia Group is active on the market in all sectors of advanced communication through brands known for their competence, reliability and familiarity. Each brand has the aim of responding to different customer needs through criteria such as quality and innovation, and of strengthening the connection and confidence built up over time FIXED LINE COMMUNICATIONS HIGH-SPEED INTERNET MOBILE COMMUNICATIONS WEB CONTENTS IT SECTOR AND DIGITAL SYSTEM TRADITION AND MULTIMEDIA CONTENTS FOR PRINTING Telecom Italia/External Relations 6
  • 8. TELECOM ITALIA GROUP Agenda Telecom Italia Group: an overview Telecom Italia Group’s approach to sustainability Corporate Governance Telecom Italia/External Relations 7
  • 9. TELECOM ITALIA GROUP Highlights Highlights Integration of sustainability data in the financial statement Disclosure of sustainability targets Focus on communication Focus on intangible assets Telecom Italia/External Relations 8
  • 10. TELECOM ITALIA GROUP Approach External Stakeholders Customers Suppliers Image Competitors Institutions Identity The Environment Trust Performance The Community Reputation Internal … Stakeholders Human Resources Shareholders Telecom Italia/External Relations 9
  • 11. TELECOM ITALIA GROUP Evolution 1997 - 1999 2000 - 2001 2002 - 2005 2006 - 2009 Charter of Values TIM’s Code of Ethics Group’s Code of EthicsC CSR policy regarding Charters employees And Codes CSR policy regarding suppliers Socio-environmental Integration of Quantitative targets in Reporting reports Sustainability Reporting the sustainability into the Group Financial reporting Statement (TBL) GRI: A+ level ETNO Global Compact (ONU) European Alliance on Involvement Sodalitas CSR With other CSR Europe GeSi Organizations WBCSD Internal reporting system Supervision from ICCG Evaluation form for the Committee Governance sustainability projects New sustainability planning model Telecom Italia/External Relations 10
  • 12. TELECOM ITALIA GROUP Organizational model External Relations Group Sustainability Reporting Planning 20 Key people in charge for collecting data and information for sustainability reporting and questionnaires from the rating agencies Telecom Italia/External Relations 11
  • 13. TELECOM ITALIA GROUP Telecom Italia Group sustainability acknowledgements Telecom Italia has been included in all the main sustainability indexes worldwide (see next slide) Tim Partecipações has been included in the ISE Index (Índice de Sustentabilidade Empresarial), managed by Bovespa (San Paolo Stock Exchange) and other partners Telecom Italia has been ranked among the best 100 companies worldwide with reference to the quality of its sustainability reporting in "The Global Reporters 2006 Survey of Corporate Sustainability Reporters" conducted by the specialised agency SustainAbility in co-operation with UNEP and the rating agency Standard & Poor‘s Telecom Italia scored first in the Carbon Disclosure Project Report 2008 Global, among Italian companies included in the “Global 500” index, with regard to the disclosure of environmental data Telecom Italia 2008 sustainability report has been ranked A+ by Global Reporting Initiative Telecom Italia/External Relations 12
  • 14. TELECOM ITALIA GROUP Sustainability indexes in which Telecom Italia is included Dow Jones Sustainability Indexes World (DJSI World) STOXX (DJSI STOXX) FTSE4Good Global Europe Environmental Leaders Europe ESI (Ethibel Sustainability Indexes) Excellence Europe Excellence global Pioneer global ASPI (Advanced Sustainable Performance Index) ECPI (E.Capital Partners Indexes) ECPI Ethical Index Global ECPI Ethical Index Euro ECPI Ethical Index €uro Axia Ethical Euro Ethical CSR KLD Sustainability Indexes Global Global ex US Europe Euro Asia Pacific Telecom Italia/External Relations 13
  • 15. TELECOM ITALIA GROUP Internal reporting system Selection of KPIs Data-base Customers Group’s internal knowledge Suppliers Competitors International standards Sustainability Institutions The data-base is shared Key with accounting and Performance The Environment controlling software Questionnaires Indicators applications from rating agencies The Community Benchmarking Human Resources with best practices Shareholders Telecom Italia/External Relations 14
  • 16. TELECOM ITALIA GROUP KPI Main areas Customers Suppliers Competitors Institutions Number of Lines Supply chain Involvement Tax and added value Customer Relationship management Anti-trust procedures and Grants Management Joint actions claims Involvement Service Quality Involvement Legislation updates Legislation updates Claims Services for customers with special needs Involvement Environment Community Human Resources Shareholders Natural resources Donations Compensation policies Dividends consumption (energy, Investments Training and Net debt water, fuel, etc..) development R&D Corporate Governance Emissions Health and Safety Involvement Risk management Waste Management Equal opportunities Electromagnetism Industrial relations Welfare Human rights and labour standards Telecom Italia/External Relations 15
  • 17. TELECOM ITALIA GROUP Sustainability Strategy for 2009-2011 (2008 Report) Attention to quality of the service Attention to energy efficiency and the development of solutions aimed at reducing environmental impact Commitment in support of the communities in which the Group operates, promoting ideas and projects aimed at improving people’s quality of life through the Telecom Italia Foundation Integration of sustainability data within the Group Annual Report, in confirmation of the Group’s intention to present its financial performance jointly with non-financial information Evaluation of the impact in terms of sustainability of the business projects Involvement of the stakeholders in the company activities Development of the reporting in order to achieve greater adherence to the guidelines of the Global Reporting Initiative (GRI) The definition of quantitative objectives in line with the most important sustainability issues Integration of Sustainability and Innovation (Technological Plan) Confirmation of the international commitments in the area of sustainability (GC, EU Alliance) Monitoring of the sustainability targets set into managers’ MBO (see next chart) Telecom Italia/External Relations 16
  • 18. TELECOM ITALIA GROUP Sustainability into Managers’ MBO (Report 2008) Stakeholder Objectives Customers - Customer Satisfaction - Quality of provided service Human Resources - Surveys on employees’ satisfaction - Employees’ health and safety - Training programs and professional development - Welfare activities for employees Environment - Consumption of materials, energy and water - Emissions Market and Institutions - Compliance with laws, regulation and codes - Quality and promptness of company communication Community - Organisation of cultural initiatives - Quality of the initiatives/projects for the Community Telecom Italia/External Relations 17
  • 19. TELECOM ITALIA GROUP Planning Rating Internal Business agencies experience projects Key areas Sustainability evaluation form Sustainability Sustainability Targets Plan Telecom Italia/External Relations 18
  • 20. TELECOM ITALIA GROUP Example of sustainability evaluation form Impact Stakeholder Key areas negative positive 0 low medium high low medium high Qualità of service (caring, assistance, etc.) Customers Maintenance and network updagrade Innovation, research and development Environmental footprint (CO2 emissions, waste The Environment manegement, etc.) Services for customers with special needs (disables, the elderly, etc..) The Community Digital inclusion Talent retention Human Equal opportunities Resources Health and safety Vendors Social and environmental impact in the supply chain Telecom Italia/External Relations 19
  • 21. TELECOM ITALIA GROUP 2009 Objectives – TI - Customers (2008 Report) Unit of Target Area Indicator measurement 2009 CUSTOMERS - MOBILE Activation time for voice service – Prepaid service – Percentage of valid orders completed within the maximum terms provided by % 97 contract CUSTOMERS - MOBILE Activation time for voice service – Post-paid – Percentage of valid orders completed within the maximum terms provided by % 97 contract CUSTOMERS - MOBILE Customer assistance services – Average time of response by operators to incoming calls seconds 40 CUSTOMERS - MOBILE Complaints about charges – Ratio between the number of complaints about invoice charges received in the survey period and the % 1.8 number of invoices issued in the same period (post-paid service) CUSTOMERS - MOBILE Complaints about charges – Ratio between the number of complaints about pre-paid cards received in the survey period and the average number of SIM/USIM active in the same period (post-paid service) % 5 CUSTOMERS - Activation time for broadband access – Percentage of valid orders completed within the date agreed with the customer (active % 90 INTERNET telephone line) CUSTOMERS - Activation time for broadband access – Average time of supply (active telephone lines) days 11 INTERNET CUSTOMERS - Malfunctions in broadband Internet access service – Average time of repairs hours 34 INTERNET CUSTOMERS - Customer assistance service – Average time of response by operators to incoming calls seconds 105 INTERNET CUSTOMERS - Disputed charges – Ratio between the number of complaints about invoice charges relating to all Internet access services % 1.5 INTERNET (received in the survey period) and the total number of invoices issued in the same period CUSTOMERS - IPTV Activation time for the IPTV service – Percentage of valid orders completed within the date agreed with the customer % 78 CUSTOMERS - IPTV Customer assistance response times – Average time of response by operators to incoming calls seconds 105 CUSTOMERS - IPTV Disputed invoices – Ratio between the number of complaints about invoice charges related to IPTV service (received in the survey % 1.6 period) and the number of invoices containing charges related to the same service (issued in the same survey period) CUSTOMERS - IPTV Availability of the IPTV service – Average unavailability of the service Hours/year 50 Telecom Italia/External Relations 20
  • 22. TELECOM ITALIA GROUP 2009 Objectives – TI - Other stakeholders (2008 Report) Year Unit of Target Area Indicator end measurement 2009 2008 Telecom Italia Foundation – Forecast financial commitment in relation to the / THE COMMUNITY % 0.05 Group’s EBITDA HUMAN RESOURCES - TRAINING Training in health and safety Training hours 87,141 90,000 Training hours HUMAN RESOURCES - TRAINING Training – Italian companies 32.7 33 per head(3) Training – coverage of italian companies (number of people who have taken part in HUMAN RESOURCES - TRAINING % 71.5 71.5 at least one training exercise out of the total population) THE ENVIRONMENT – ECO-EFFICIENCY Eco-efficiency indicator bit/Joule 1,177 1,410 THE ENVIRONMENT – ELECTROMAGNETISM SAR qualification % 100 100 THE ENVIRONMENT – ELECTROMAGNETISM Number of UMTS Radio Station cells with second carrier installed Number of cells 2,837 2,500 THE ENVIRONMENT – NATURAL RESOURCES FSC certified paper purchase for office use % 0 90 THE ENVIRONMENT – NATURAL RESOURCES Used paper sent for recycling Tons 10,835 13,540 Reduction of CO2 emissions from the substituion of diesel boilers with plant causing THE ENVIRONMENT – ATMOSPHERIC IMPACT Tons 200 200 less impact Reduction of quantity of ozone depleting gases used in air conditioning equipment THE ENVIRONMENT – ATMOSPHERIC IMPACT Kg 4,000 6,400 and refrigerating systems Reduction of CO2 emissions from the substitution of Euro3 vehicles with Euro4 THE ENVIRONMENT – ATMOSPHERIC IMPACT Tons 2,986 1,630 vehicles CUSTOMERS - DIGITAL INCLUSION ADSL coverage % 95.8 96.5 CUSTOMERS - DIGITAL INCLUSION IPTV coverage % 53.8 54.8 CUSTOMERS - DIGITAL INCLUSION UMTS and HSDPA coverage % 80.7 82.4 Telecom Italia/External Relations 21
  • 23. TELECOM ITALIA GROUP 2009 Objectives – Tim Brasil (2008 Report) Unit Year Target Area Indicator of end 2008 2009 measurement HUMAN Employee satisfaction measured by the questionnaire “Group Photo” RESOURCES Average level of 7.36 7.5 satisfaction HUMAN Reduction in staff turn-over % (monthly) 2.8 2.2 RESOURCES HUMAN Reduction of the absenteism rate % 3.4 3.2 RESOURCES HUMAN Training (number of total hours: in class + on line + at work) RESOURCES Hours of training 732,815 715,000 HUMAN Training – Coverage (number of people who have taken part in at least one training exercise out of the RESOURCES % 95.2 95.2 total population) HUMAN Training – Sustainability (number of managers who have taken part in at least one training exercise on RESOURCES the subject of Sustainability out of the total population) % 1 47 THE ENVIRONMENT Reduction in the total paper purchased (for office use only) % 0 2.1 THE ENVIRONMENT Ratio between recycled waste and the total waste generated by offices % 41 43 THE ENVIRONMENT Cellphone, batteries and accessories collected and sent for recycling Tons 10 11 THE ENVIRONMENT SAR qualification - Brazil % 25 25 SUPPLIERS Percentage of the main suppliers evaluated with Sustainability criteria % 0 30 Telecom Italia/External Relations 22
  • 24. TELECOM ITALIA GROUP Results 2008 vs Objectives 2008 (2008 Report) Unit of Target Final Target Area Indicator balance Status Measurement 2008 2008 2008 CUSTOMERS Punctuality of appointments for visits by technicians to customers’ premises % 98 96.5 ▼ HUMAN RESOURCES Employee satisfaction measured by the questionnaire “Group Photo” Average level ≥ 6.21 6.35 ▲ of satisfaction HUMAN RESOURCES Training – Italian companies Training hours 30.5 32.7 ▲ per head HUMAN RESOURCES Training – Italian companies: coverage (percentage of people who have taken part in at % 85 71.5 ▼ least one training exercise) THE ENVIRONMENT Eco-efficiency indicator bit/Joule 1,130 1,177 ▲ THE ENVIRONMENT Energy saving from low-consumption lighting system (10 sites) kWh 3,000,00 480,000 ▼ 0 THE ENVIRONMENT Energy saving by optimizing the electricity yield of 50 sub-stations through power factor kvar/h 1,950,00 11,019,600 ▲ correction 0 THE ENVIRONMENT Number of cells in UMTS Radio Stations in which a second carrier has been installed Number of cells 600 2,837 ▲ THE ENVIRONMENT SAR Qualification - Italy % 100 100 ▲ THE ENVIRONMENT SAR Qualification - Brazil % 25 25 ▲ THE ENVIRONMENT SAR Qualification - Bolivia % 40 - THE ENVIRONMENT Other corporate offices with differentiated waste Number of offices 100 123 ▲ THE ENVIRONMENT Reduction of paper consumption % 3 7 ▲ THE ENVIRONMENT Purchased recycled paper % 60 53.7 ▼ THE ENVIRONMENT Conversion of 15 diesel-fired boilers with new generators/heat pumps Tons of CO2 not emitted 200 200 ▲ THE ENVIRONMENT Substitution of Euro3 vehicles with Euro4 vehicles Tons of CO2 not emitted 2,700 2,986 ▲ SUPPLIERS Increase of audits on suppliers regarding Ethics and Sustainability % 10 12 ▲ DIGITAL DIVIDE ADSL Coverage % 96 95.8 ► DIGITAL DIVIDE IPTV Coverage % 54 53.8 ► DIGITAL DIVIDE UMTS Coverage % 81 80.7 ► DIGITAL DIVIDE HSDPA Coverage % 81 80.7 ► Telecom Italia/External Relations 23
  • 25. TELECOM ITALIA GROUP London Benchmarking Group (LBG) Model Contribution to the Community Year 2008 36 million euro Intermittent support to a wide range of “social” issues in response to the needs and appeals of community organisations, increasingly through partnerships between the company, its Charity employees, customers and suppliers 2 Investments in the Long-term strategic involvement of the company to address Community a limited range of “social” issues 13 Activities in the Community usually by commercial Investments in the Community departments to support directly the success of 21 the company, also in partnership with charities and community-based organisations Telecom Italia/External Relations 24
  • 26. TELECOM ITALIA GROUP Focus on communication – the “CO2 meter” Developed in collaboration with Price Waterhouse Coopers and launched in July 2009 Through simple questions on the lifestyle, estimates the CO2 emissions that are generated by the daily behaviours in 4 main areas: home, work, purchases and relations with the Public Administration Demonstrates how ICT solutions (videonconference, purchases or other transactions carried out on line through the use of broadband solutions) can boost a more sustainable way of living Telecom Italia/External Relations 25
  • 27. TELECOM ITALIA GROUP Focus on intangibles Discount mainly due to the difficulty in evaluating and communicating internally Internally generated generated intangibles (reporting gap) Not booked intangibles intangibles Firm value Book Value US GAAP intangibles Acquired Market Value Book Value Local GAAP Telecom Italia/External Relations 26
  • 28. TELECOM ITALIA GROUP Agenda Telecom Italia Group: an overview Telecom Italia Group’s approach to sustainability Corporate Governance Telecom Italia/External Relations 27
  • 29. TELECOM ITALIA GROUP Leadership functions of the Board of Directors Main tasks Strategic, operational and financial plans examination and approval Budget analysis and approval Examination and approval of strategic transactions and establishment of general criteria for their identification General organizational, administrative and accounting structure check with special reference to the internal control system Granting/cancellation of mandates to Executive Directors. Definition of exercise limits thereto and of frequency of reporting to the Board Determination of General Managers powers nomination of persons to hold offices of Chairman and CEO in strategic subsidiaries Assessing the overall performance of operations and periodically comparing the results achieved with those planned Telecom Italia/External Relations 28
  • 30. TELECOM ITALIA GROUP Board of Directors Committees Board of Directors Main Tasks Committees Monitoring the evolution of the management of the Company and of the Group, approving the organisational Executive Committee: macrostructures of the Company Chairman + CEO + 6 directors Expressing an opinion to the Board on the budget and strategic, industrial and financial plans of the Company and the Group Internal control and Corporate Internal control system assessment Governance Committee: Opinion on appointment, removal and duties of the manager responsible for financial reports and of the person in non-executive, mainly independent charge of internal control and assessment of the latter’s programme directors, one of which drawn from Assessment of proposals by auditing firms to obtain engagement, of their work programme and of the result minority lists, with specific thereof expertise Check on corporate governance rules compliance and their regular updates Check compliance with the principles for transactions with related parties Assessment of the correct use of accounting standards adopted and of their uniform application in the Group Proposing CEO and directors entrusted with special tasks compensations (to ensure their alignment with the Nomination and objective of creating value for shareholders over time) and proposing the criteria for the remuneration of the Remuneration Committee: Company’s senior management non-executive, mainly independent directors, one of which drawn from Assessing the criteria periodically in addition to performing a monitoring function, proposing candidates for the Board of Directors in the event of replacement of an independent board member minority lists Telecom Italia/External Relations 29
  • 31. TELECOM ITALIA GROUP Central role of the Board of Statutory Auditors (1/2) Under the Italian corporate governance rules the Board of Auditors Board of Statutory Auditors checks compliance with the law, corporate by-laws and principles of management; 5 independent members with top positions, specific financial checks effectiveness of corporate governance rules expertise and significant control powers: assesses corporate internal control, administration and accounting systems; issues mandatory proposals for the appointment of the auditing firm; 2 members (Chairman + 1 member) represent minority shareholders handles complaints by shareholders & stakeholders and refers on the matter in its Report to the annual shareholders’ meeting and indicates follow-up policies. Telecom Italia/External Relations 30
  • 32. TELECOM ITALIA GROUP Central role of the Board of Statutory Auditors (2/2) SEC regulation on the enforcement of the “Sarbanes Oxley Act” acknowledging correspondence between the Board of Auditors and the Audit Committee of US Listed Companies The Board of Statutory Auditors holds a legal and “de facto” responsibility for the Board of Statutory Auditors appointment, retention and oversight of any accounting firm engaged in the drafting of an audit report or performing any other audit, review or certification 5 independent members with top services for Telecom Italia. positions, specific financial expertise and significant control Any accounting firm performing audit work for Telecom Italia must duly report to powers: the Board of Statutory Auditors on the following: (i) all critical accounting policies and practices to be implemented; (ii) all optional processing of financial 2 members information within GAAP discussed with the Telecom Italia management; (iii) any (Chairman + 1 member) other written communication between the accounting firm and the Telecom Italia represent minority shareholders management (e.g., management correspondence, schedule of unadjusted discrepancies). The Board of Statutory Auditors has adopted a complaint procedure for receiving, retaining and treating the “reports” it receives (including complaints on accounting, internal accounting controls or auditing matters and anonymous submission of concerns by employees regarding questionable accounting or auditing matters). The Board has the authority to appoint its legal counsel and/or any other advisors, as the case may be, to carry out its duties. Telecom Italia/External Relations 31