Tiscali 2001 Annual Report Download - page 53
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45
Report on Operating Performance
Chairman of the Board of Directors
The role of the Chairman of the Board of Directors is crucial in ensuring that the principles
of corporate governance are respected. The Chairman is in fact responsible for the
functioning of the Board of Directors, the distribution of the information necessary for
Directors to express their opinions with full knowledge, and for the co-ordination of Board
activities. The Chairman of the Board of Directors also acts as CEO. No other specific
powers have been conferred on the other Directors.
Reports to the Board of Directors
Subsequent to Board meetings (to be held at least quarterly), the CEO reports on
proceedings of special interest. During the meetings themselves, he also provides the
Board with extensive and up-to-date information relating to unusual or atypical operations
whose approval is not reserved to the Board itself.
Confidential Information
An internal procedure (not as yet formalised, and briefly described hereunder) exists for
the handling of confidential information, and for the dissemination of information
regarding the Company, with special reference to price-sensitive matters.
Any form of communication of confidential information to the public is managed by the
Investor Relations department, which prepares press releases and publishes them via a
network of professional public relations Companies. More particularly:
– Press releases covering regularly-issued information (that is, balance sheets,
interim reports, quarterly reports etc.) are approved by the CEO after consultation,
where possible, with the Board of Directors;
– Press releases covering extraordinary operations (mergers, takeovers, capital
increases, etc.) are approved by the CEO after consultation, where possible, with
the CFO;
– In all other cases, the handling and dissemination of financial information to the
public is the responsibility of the head of the Investor Relations department.
Should such information be of a price-sensitive nature, its publication is decided,
where possible, together with the Legal Department following the approval of the
CFO.
Directors, Auditors, the head of the Investor Relations department and all employees are
required to maintain the confidentiality of price-sensitive documents and information of
which they may become aware in the performance of their duties, except where such