Telecom Italia - AGM 31 March 2021
In item 3 and item 4, shareholders are called to approve the 2020-2022 remuneration policy and the remuneration paid in 2020 (non-binding), respectively. The quality of disclosure is very good, as all performance conditions are disclosed, long-term targets are quantified and a detailed description of the level of achievement of short-term targets is provided. The maximum variable remuneration of the CEO slightly exceeds our voting policy limit of 300% of base salary (350%), but in our opinion it is effectively structured to realize an alignment of interests of executives and shareholders in the long term, and targets appear to be challenging enough. Therefore, we recommend shareholders to vote FOR.
In item 7, the AGM is called to appoint the members of the Board of Directors on slates of nominees submitted by the outgoing Board (sub-item 7.1) and a group of institutional investors (sub-item 7.2). It should be considered that, due to the election mechanism and the composition of the slates, all the nominees will be appointed regardless of the voting outcome.
One of the nominees included in the outgoing Board's slate is Mr. Arnaud de Puyfontaine, who is a member of Proxinvest's Steering Committee (12 members) whose role is purely advisory about the update of Proxinvest voting guidelines on the French market.
It is the first time ever that the Board of Telecom Italia submits its own slate of nominees. The entire selection procedure has been published on the corporate website, including required skills and experiences of Directors. We appreciate the significant improvements made to the corporate governance of the Company, especially taking into account the strong conflicts between its main shareholders in the last few years. In light of such improvements, and also taking into account the independence and diversity in terms of skills and experiences, we recommend shareholders to support the slate of the outgoing Board (sub-item 7.1).
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