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Related Party Transactions
In accordance with art. 5, paragraph 8 of Consob Regulation 17221 of March 12, 2010 concerning
“related party transactions” and the subsequent Consob Resolution 17389 of June 23, 2010, there
were no significant transactions entered into in 2011 as defined by art. 4, paragraph 1, letter a) of the
aforementioned regulation or other transactions with related parties which had a major impact on the
financial position or on the results of the Telecom Italia Group or Telecom Italia S.p.A..
Furthermore, there were no changes or developments regarding the related party transactions described
in the 2010 report on operations which had a significant effect on the financial position or on the results
of the Telecom Italia Group or Telecom Italia S.p.A. in 2011.
Transactions with related parties, when not dictated by specific laws, are usually conducted at arm’s
length. Furthermore, the transactions are subject to an internal procedure (adopted by resolution of the
Board of Directors on November 4, 2010, pursuant to the Regulation adopted by Consob with Resolution
17221/2010, which can be consulted on the Company’s website at the following address:
www.telecomitalia.com., section Governance, channel governance system), which defines procedures
and timing for verification and monitoring.
The information on related parties required by Consob Communication DEM/6064293 of July 28, 2006
is presented in the financial statements themselves and in the Note “Related party transactions” in the
consolidated financial statements of the Telecom Italia Group and the separate financial statements of
Telecom Italia S.p.A. at December 31, 2011.
Furthermore, a specific Group Steering Committee for Relations with Telefónica has been operational
since the end of 2007. Its purpose, among other things, is to identify business areas and activities that
could lead to possible industrial synergies between the two Groups and to devise the resulting plans to
implement them. The internal working groups consequently set up for this purpose continue to work
jointly to identify numerous areas of interest regarding:
• the achievement of synergies, strictly speaking, especially in the areas of procurement, IT,
technology and research and innovation, in which the common factor would be the experience and
expertise of each of the two parties, with consequent possible improvements;
• the sharing of best practices in the areas of specific processes or company services, aimed at
improving performance in the respective domestic markets.
The program for industrial cooperation has already generated slightly more than 1.3 billion euros during
the three years 2008-2010, confirming the initial value assigned to the project announced to the market
in March 2008. The quota of the synergies benefitting Telecom Italia is equal to 55%.
Such collaboration will also continue during the next three years 2011-2013, with the aim of further
synergies of a value comparable to that already achieved in the previous three years in part due to the
ongoing extension of the activities now in progress and in part due to ever greater attention to innovative
services and the alignment of technological platforms as well as the continuous improvement in their
respective domestic performance by sharing best practices.
The operational sphere of the initiative would exclude the operations of the two groups in Brazil and
Argentina.
In view of its strategic nature, as well as having considered the circumstance that Telefónica is a related
party of Telecom Italia, the Committee for Internal Control and Corporate Governance has been called
upon to monitor the manner in which the project is implemented, in light of the specific rules of conduct.
Report on Operations Related Parties Transactions 105