Telecom Italia S.P.A. 2007 Annual Report
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Telecom Italia S.p.A. 2007 Annual Report Report on operations Corporate Governance Consolidated financ. stat. Financ. stat. Telecom Italia S.p.A. Appendices CONTENTS Report Corporate boards at December 31, 2007 2 on Operations Macro-organization chart - Telecom Italia Group 6 Information for investors 10 Selected operating and financial data - Telecom Italia Group 13 Alternative performance measures 15 Comments on operating and financial performance - Telecom Italia Group 16 Comments on operating and financial performance - Telecom Italia S.p.A. 33 Reconciliation of consolidated equity 43 Related party transactions 44 Events subsequent to December 31, 2007 44 Business outlook: for the current year in progress 44 The Business Units of the Telecom Italia Group 45 Domestic 47 European BroadBand 63 Brazil Mobile 68 Media 71 Olivetti 74 Other Operations 77 Regulatory framework and competitive context 80 Sustainability 96 Introduction 96 Customers 108 Suppliers 116 Competitors 120 Institutions 123 The Environment 126 The Community 137 – Research, development and innovation 140 Human resources 144 Shareholders 157 Equity Investments held by Directors, Statutory Auditors, General Managers and Key Managers 160 Glossary 162 Annual Report on Corporate Governance 171 Telecom Italia Contents 206 Group - Consolidated balances sheets 207 Consolidated Consolidated income statements 209 Financial Statements of consolidated equity 210 Statements Consolidated cash flow statements 212 Notes to the consolidated financial statements 214 Certification of the consolidated financial statements pursuant to art. 81-ter of Consob Regulation 11971 dated May 14, 1999, with amendments and additions 333 Independent Auditors’ report 334 Telecom Italia Contents 336 S.p.A. - Balance sheets 337 Financial Income statements 339 Statements Statements of changes in equity 340 Cash flow statements 342 Notes to the financial statements 344 Certification of the separate financial statements pursuant to art. 81-ter of Consob Regulation 11971 dated May 14, 1999, with amendments and additions 445 Independent Auditors’ report 446 Appendices Board of Statutory Auditors’ report 447 Motions for resolutions 458 Useful information 469 Contents 1 Report on operations Corporate Governance Consolidated financ. stat. Financ. stat. Telecom Italia S.p.A. Appendices Corporate boards at December 31, 2007 Board of Directors The board of directors was elected by the ordinary shareholders’ meeting held on April 16, 2007 which established the number of directors at 19 and set the expiration for the term of office as one year, that is, up to the date of the shareholders’ meeting called to approve the financial statements for the year ended December 31, 2007. On April 17, 2007, the new board of directors of Telecom Italia met and elected Pasquale Pistorio as chairman and confirmed Carlo Orazio Buora as executive deputy chairman and Riccardo Ruggiero as CEO. On July 4, 2007, the director Luciano Gobbi tendered his resignation; the board of directors’ meeting held on July 24, 2007 Gaetano Miccichè was appointed a director. On October 25, 2007, the directors Claudio De Conto and Carlo Alessandro Puri Negri resigned and the board of directors in its meeting held on November 8, 2007 appointed César Alierta Izuel and Julio Linares López as directors. Subsequently, the directors Pasquale Pistorio, Carlo Orazio Buora and Riccardo Ruggiero resigned from their respective posts and from the board of directors, besides the director Diana Bracco, all with effect from December 3, 2007, the date of the board of directors’ meeting that co-opted Gabriele Galateri di Genola and Franco Bernabé, appointing them as chairman and CEO, respectively. At December 31, 2007, the board of directors of the Company is thus composed of 17 directors, as follows: Chairman Gabriele Galateri di Genola Chief Executive Franco Bernabé Officer Consiglieri César Alierta Izuel Paolo Baratta (independent) Gilberto Benetton Stefano Cao (independent) Renzo Capra (independent) Domenico De Sole (independent) Luigi Fausti (independent) Jean Paul Fitoussi (independent) Julio Linares López Gaetano Miccichè Aldo Minucci Gianni Mion Renato Pagliaro Cesare Giovanni Vecchio (independent) Luigi Zingales (independent) Secretary to the Board Francesco Chiappetta The composition of the board’s internal committees noted below was established by the board of directors’ meeting held on May 8, 2007 and, with regard to the Strategies Committee, changes were made by the board of directors’ meeting held on December 3, 2007. Both the Remuneration Committee and the Committee for Internal Control and Corporate Governance named the respective chairmen in their first meeting. Remuneration Luigi Zingales - Chairman Committee Stefano Cao Renzo Capra Luigi Fausti Committee for Paolo Baratta - Chairman Internal Control Domenico De Sole and Corporate Luigi Fausti Governance Cesare Giovanni Vecchio Strategies Gabriele Galateri di Genola Committee Franco Bernabé Paolo Baratta Domenico De Sole Jean Paul Fitoussi Renato Pagliaro Corporate boards at December 31, 2007 2 Report on operations Corporate Governance Consolidated financ. stat. Financ. stat. Telecom Italia S.p.A. Appendices Board of Statutory Auditors The shareholders’ meeting held on April 16, 2007 added members to the board of statutory auditors, appointing Enrico Maria Bignami (previously an alternate auditor) as acting auditor and Luigi Gaspari as alternate auditor up to the expiry of the term of office of the board of statutory auditors in office (approval of the 2008 financial statements). At December 31, 2007, the board of statutory auditors is composed of the following members: Chairman Paolo Golia Acting Auditors Enrico Maria Bignami Salvatore Spiniello Ferdinando Superti Furga Gianfranco Zanda Alternate Auditors Luigi Gaspari Enrico Laghi Common representatives – Savings shareholders Carlo Pasteris Appointed for the three-year period 2007–2009 by the special shareholders’ meeting held on May 16, 2007. – Bondholders Francesco Pensato “Telecom Italia 1.5% 2001-2010 convertible bonds with a repayment premium” Appointed by the May 2, 2005 decree of the Milan Court, after failure to establish the corresponding bondholders’ meeting. – Bondholders Francesco Pensato “Telecom Italia 2002-2022 bonds at floating rates, open special series, reserved for subscription by employees of the Telecom Italia Group, in service or retired” Appointed by the July 8, 2005 decree of the Milan Court, after failure to establish the corresponding bondholders’ meeting. – Bondholders Francesco Pensato “Telecom Italia S.p.A. euro 750,000,000 4.50% notes due 2011” Appointed by the April 10, 2006 decree of the Milan Court, after failure to establish the corresponding bondholders’ meeting. – Bondholders Francesco Pensato “Telecom Italia S.p.A. euro 1,250,000,000 5.375% notes due 2019” Appointed by the April 10, 2006 decree of the Milan Court, after failure to establish the corresponding bondholders’ meeting. Manager responsible for financial reporting On November 8, 2007, the board of directors appointed Enrico Parazzini (General Manager of the Company and head of the Finance, Administration and Control Function of the Group) as the manager responsible for Telecom Italia’s financial reporting. Independent Auditors The shareholders’ meeting held on April 16, 2007, based on the proposal put forward by the board of statutory auditors, extended the engagement of the audit firm of Reconta Ernst & Young S.p.A. for the three-year period 2007-2009. Corporate boards at December 31, 2007 3 Report on operations Corporate Governance Consolidated financ. stat. Financ. stat. Telecom Italia S.p.A. Appendices Ī Managers with key responsibilities Managers with key responsibilities, that is, those who have the power and responsibility, directly or indirectly, for the planning, direction and control of the operations of Telecom Italia, including directors, during the course of the year 2007, were the following: Directors: Gabriele Galateri di Genola (1) Chairman Pasquale Pistorio (2) Chairman Guido Rossi (3) Chairman Franco Bernabè (1) Chief Executive Officer Carlo Orazio Buora (4) Executive Deputy Chairman Riccardo Ruggiero (4) Chief Executive Officer General Manager Managers: Enrico Parazzini General Manager Head of Finance, Administration and Control Chairman of Telecom Italia Media S.p.A. Antonio Campo Dall’Orto (7) Chief Executive Officer of Telecom Italia Media S.p.A. Head of the Media Business Unit Stefano Pileri General Manager Head of Technology Massimo Castelli General Manager Head of Domestic Fixed Services Luca Luciani General Manager Head of Domestic Mobile Services Gustavo Bracco Head of Human Resources, Organization and Industrial Relations Francesco Chiappetta Head of General Counsel & Corporate & Legal Affairs Germanio Spreafico Head of Purchasing Franco Rosario Brescia (5) Head of Public Affairs Paolo Annunziato (6) Head of Public Affairs Filippo Bettini (7) Head of Strategy Giampaolo Zambeletti (7) Head of International Affairs (1) From December 3, 2007 (2) From April 17, 2007 to December 2, 2007 (3) To April 6, 2007 (4) To December 2, 2007 (5) From February 16, 2007 to May 24, 2007 (6) From May 25, 2007 (7) From February 16, 2007 Corporate boards at December 31, 2007 4 Report on operations Corporate Governance Consolidated financ. stat. Financ. stat. Telecom Italia S.p.A. Appendices Ī Committees One the organizational tools adopted to ensure the management and the operational integration of the Group is the Group Committee System,