Tiscali 2001 Annual Report Download - page 164

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Tiscali SpA 2
Report of the Board of Statutory Auditors
◆Tiscali Belgium SA ceded its branch company to World Online Belgium NV (renamed Tiscali
SA/NV) for Euro 6.7 million, and was then wound up by its single shareholder, Tiscali Belgium
Holding SA. The latter, in turn has been wound up and definitively shut down. In the
framework of this operation, the Parent Company implemented an extraordinary write-down of
about Euro 46 million corresponding to outstanding receivables from Tiscali Belgium Holding
SA, previously transferred by Tiscali Finance SA to Tiscali SpA;
◆Tiscali Reseaux SA (formerly Tiscali France SA), 100% controlled by Tiscali SpA, incorporated,
by means of a merger, its affiliate A Telecom Enterprise SA, a company which had emerged from
the preceding merger of its three subsidiaries (Taxiphone SA, Trastel SA and MCI SA). Tiscali
Reseaux SA, recapitalised during the year 2001 by means of waiver of receivables for about Euro
33 million by the Parent Company, was ceded during the first half of 2002 to Liberty Surf
Telecom SA for the sum of Euro 5 million. In order to align the book value of the participation
to the purchase price, Tiscali SpA has effected a write-down in the amount of Euro 124 million.
- As regards deals with related parties, we wish to remark solely on the assignment of consultancy
for the organisational set up of the Company, awarded to “Franco Bernabei & C. SpA”. This
consultancy involves a fee of approximately Euro 250,000 and we feel that it fully meets the
interests of Tiscali SpA.
- From discussions with the auditing company, Deloitte & Touche SpA, it has emerged that their
reports – covering the Company’s Financial Statements and the Consolidated Financial Statements
- are undergoing preparation and will not highlight any exceptions and/or requests for additional
information.
- During the year 2001, a complaint was filed pursuant to Article 2408 of the Civil Code by a
shareholder complaining of failure to forward company documentation covering the Financial
Statements and minutes of ordinary and extraordinary General Meetings, as well as an alleged
lack of company documentation, which had been indicated as being available in the prospectus
dealing with the listing of shares on the ‘Nuovo Mercato’. In this respect, we wish to state that
none of the appropriate official bodies has ever raised exceptions of this nature.
- The Company applies the Voluntary Self-regulatory Code of the Committee for Corporate
Governance of listed companies. In this respect, readers are referred to the contents of the
specific Directors’ Report to the Shareholders’ General Meeting. In particular, the Company has
set up a Remuneration Committee and a Committee for Internal Control: to this end, we report
that formalisation of the appointment of the officer responsible for internal control is in progress.
- During the year 2001, Tiscali SpA awarded to Deloitte & Touche SpA – and to subjects associated
to said company – several commissions other than auditing of the FY and Consolidated Financial
Statements, the cost of which (excluding expenses and VAT) are shown hereunder
(in Euro x 000):