Vivendi and Telecom Italia (TIM) have again traded blows in the run-up to the March 29 shareholders meeting called by the French media group – TIM’s largest shareholder – in an attempt to wrest control of the company from a board dominated by members nominated by hedge fund Elliott Advisors.
Vivendi has called on the TIM board of statutory auditors and regulator CONSOB to investigate further what it characterises as damning findings by the statutory auditors’ report in relation to the telco’s governance.
The media group has demanded an investigation into meetings of some Elliott-nominated board meetings in the run up to Amos Genish’s sudden dismissal as CEO at the end of last year, and whether chairman Fulvio Conti had contact with Elliott’s representatives in the run-up to those meetings, along with answers to a number of other questions.
The company condemned what it described as TIM’s board’s rejection of the statutory auditors’ report in favour of a supplemental report that failed to mention instances of Conti’s misconduct.
TIM had earlier published its own report in which it accused Vivendi of misrepresenting the statutory auditors’ report – “even reaching the point of changing the wording, adding quotation marks” – and rejected the finding that the company was being run by “a parallel company body” of only Elliott-nominated members as “so over the top it speaks for itself”.
The telco said that meetings “between the chairman and some directors” in the run-up to Genish’s dismissal had not involved an “exchange of any information relating to the revocation of the powers of Mr Amos Genish that was not already known or available to everyone”.
It denied that Conti had misled the auditors, as claimed by Vivendi, on the grounds that he had “simply declared that at the time of the decision, all the Members of the board had the same information and this is undoubtedly factually correct”.
TIM further accused Vivendi of failing to mention that the statutory auditors had accepted that a controversial write-down of goodwill had been carried out in line with regulations, that all directors were able to take an informed decision on approving the company’s Q3 report, and that the board had acted correctly in acting on Vivendi’s request for a shareholder meeting, among other things.
The exchange between the pair comes as both Vivendi and Elliott move to win support from independent shareholders ahead of the forthcoming battle for control of the board at the meeting.
A number of proxy advisors including, most recently Glass Lewis, have rejected Vivendi’s arguments and come down in favour of the existing board in the run up to the meeting.
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