Corporate Governance of listed companies: function, models and instruments. Brief notes on the experience of a listed Italian Group

Francesco Chiappetta, General Counsel, Telecom Italia S.p.A

Corporate Governance: one size fits all? - Corporate governance has become one of the issues of greatest interest for those who work within a listed company. Recent years have seen a growing demand for fair, efficient and effective governance, especially for large cap listed companies, owing on the one hand to the development and the globalisation of financial markets and on the other to the succession of financial scandals that have diminished their reliability and transparency. The response has been the adoption of far-reaching legislative measures in various countries, such as the Sarbanes-Oxley Act of 30 July 2002 in the United States and Law 262 of 28 December 2005 on the protection of savings and the regulation of the financial markets in Italy, but also the production of recommendations of international and national authorities and self-regulatory codes. Although the latter do not have the force of law, they nonetheless affect listed companies' conduct and with their adoption on a voluntary basis contribute to the establishment of best practices. This extensive production of documents has not led to a single definition of corporate governance but rather to a variety of solutions in which separate aspects and functions are chosen and combined from time to time in light of the peculiar features of individual countries in terms of their approach to corporate governance and its problems and according to the differences in their economic and financial systems.

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Italy Corporate Governance Telecommunications September 2007 Vol. 1, No. 1, Autumn 2007

Francesco Chiappetta

Francesco Chiappetta, born in Rome, Italy, on 13 September 1960. Married with one child. Since 22 January 2007 he became Head of Group Function General Counsel & Corporate and Legal Affairs. He began his career in 1983 at Consob, Italy's stock market and corporate regulatory body. Over the next ten years he held a number of positions at this organization, including Chief of the Regulations Office. From 1989 to 2002 he worked in academia, holding courses and lectures at leading Italian universities including La Sapienza in Rome, Università di Roma Tre and the Luigi Bocconi university of Milan. Mr Chiappetta has published widely on company law and the equities market. Between 1998 and July 2001 he worked as Assistant General Manager for Assonime, with responsibility for company law and the equities market. In August 2001 he joined the Pirelli & C. Group as Head of Legal and Corporate Affairs, a position he filled until joining the Telecom Italia Group. Since 25 November 2005 he became Head of Corporate and Legal Affairs and he was appointed Telecom Italia S.p.A. General Counsel on 1 August 2002. Mr Chiappetta is the Secretary to the Telecom Italia Board of Directors.

Telecom Italia S.p.A

Telecom Italia Group is the Italy's leading provider of advanced telecommunications, the Group operates in fixed-line and mobile telecommunications, internet, media, and in office and systems solutions. Telecom Italia is a top player in Europe through its Broadband Project, and in South America through TIM Brasil.

Italy Corporate Governance Telecommunications September 2007 Vol. 1, No. 1, Autumn 2007