French media conglomerate says it can’t influence outcome of shareholder meetings.
Vivendi has denied exercising de facto control over Telecom Italia, after market watchdog Consob asked it to clarify its position in the operator.
Under Italy’s Civil Code, exercising, on a stable basis, a dominant influence at shareholder meetings is evidence of de facto control. Vivendi said in a statement on Monday that on this basis, its position in Telecom Italia, also known as TIM, is not sufficient to give it a dominant influence at shareholder meetings.
Vivendi is TIM’s biggest single shareholder, with a stake of 23.94%. It has been under the spotlight this year due to its growing influence over the incumbent’s board and senior management.
Earlier this month, TIM parted ways with CEO Flavio Cattaneo – who has received praise for turning the telco’s performance around – after he allegedly fell out with Vivendi.
Cattaneo’s responsibilities were divided between Vivendi CEO and TIM chairman Arnaud de Puyfontaine, and Vivendi’s chief convergence officer Amos Genish, who now serves as TIM’s general manager for operations.
Vivendi also controls two thirds of TIM’s board, and in June, upon de Puyfontaine’s appointment as chairman, TIM opted to "fully equate the reference shareholder Vivendi to a parent company for the purposes of identifying the scope of the related parties of TIM."
However, as Vivendi pointed out on Monday, this still doesn’t mean it can control TIM’s shareholder meetings, so technically it doesn’t count as de facto control.
"The rules governing management and coordination are aimed at giving public disclosure and assessing the rights and responsibilities arising from the factual exercise by a shareholder of an entrepreneurial and leadership activity at a managerial level," Vivendi said. "The rules on de facto control pursuant to Article 2359 of the Italian Civil Code are applicable only in the case of a stable position of control at shareholders’ meetings, which is not the case here."