to download Telecom Italia Annual Report 2011 - Company Reporting

Report of the Board of Statutory Auditors
to the shareholders’ meeting of Telecom
Italia S.p.A. pursuant to article 153 of
legislative decree 58/1998
Dear Shareholders,
This report is made up of three separate sections: the First Section explains the activities performed by
the Board of Auditors during the course of the financial year 2011 and up to today’s date, as required by
Consob Notice no. DEM/1025564 of 6 April 2001 and subsequent amendments and supplements; the
Second Section provides an update on the specific activities of supervision and monitoring performed by
the Board of Auditors during 2011 regarding the so-called Greenfield Project, that is to say the internal
analysis initiated by the top management of Telecom Italia in relation to certain allegedly illegal acts
committed in previous years to the detriment of the Company, and sets out the Board of Auditors’ views
of the results of this Project; the Third Section contains the report on the financial statements at 31
December 2011 of Telecom Italia Audit & Compliance Services S.c.a.r.l., a company incorporated into
Telecom Italia S.p.A. with effect from 1 January 2012.
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First Section
During the 2011 financial year the Board of Auditors performed the supervisory activities required by the
applicable legislation, also taking account of the principles of conduct recommended by CNDCEC (the
Italian board of chartered accountants and accounting consultants) and the Consob notices on company
controls and the activities of the Board of Auditors.
The Control Body has acquired the information necessary for the performance of the tasks of general
supervision assigned to it by attending the meetings of the Board of Directors and board Committees
(i.e. the Executive Committee, the Committee for Internal Control and Corporate Governance, the
Nomination and Remuneration Committee), and by interviewing Company management, as well as by
special analyses conducted directly or in joint meetings with the Committee for Internal Control and
Corporate Governance.
1. On the basis of the information received and as a result of the analyses conducted by the Board of
Auditors, it has become clear that the transactions carried out by the Company which have major
impact on revenues, finances and assets, including transactions performed through companies in
which the Company has a direct or indirect stake, are essentially made up as follows:
Sofora Telecomunicaciones S.A.
On 13 October 2010 the Sofora – Telecom Argentina group became part of the consolidation
perimeter of the Telecom Italia Group, after the latter increased its holding from 50% to 58%.
During 2011, Telecom Italia Group made further purchases of shares, increasing its holding in
the Telecom Italia Argentina group from 16.2% (at 31 December 2010) to 22.7% (at 31
December 2011). These operations have not changed the Telecom Argentina Group governance
rights laid down in the agreement signed by Telecom Italia Group and its partner Werthein, or
the undertakings given by Telecom Italia Group to the Argentine antitrust authorities.
Sale of EtecS.A.
The sale of the 27% of the share capital of Cuban operator EtecS.A. held by Telecom Italia
International N.V. was completed on 31 January 2011.
Acquisition of control of the 4G group
Other information Report of the Board of Statutory Auditors 437