Tiscali 2001 Annual Report Download - page 57

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Report on Operating Performance
Board of Statutory Auditors
The Board of Statutory Auditors is appointed on the basis of a fully transparent procedure,
pursuant to article 18 of the Company Statute ("Board of Statutory Auditors"). This
procedure entails the presentation of voting lists accompanied by a detailed presentation
for each candidate.
It is the view of the Company that the interests of majority and minority Groups must be
taken into account at the time of appointment of Company officers and that, subsequently,
these officers (including the Auditors) must operate exclusively for the good of the
Company, regardless of the interests of those who nominated them.
At the Extraordinary General Meeting of July 16, 2001, article 18 of the Company Statute
("Board of Statutory Auditors") was amended in accordance with Justice Ministry Decree
162 of March 30, 2000, to state that at least one of the permanent Auditors, and at least
one of the substitute auditors, shall be chosen from the lists of registered auditors who
have exercised legal accounts control functions for a period of not less than three years.
Auditors not in possession of this qualification must have no less than three years'
experience in specific activities which are similar to the above and which, in all cases, have
direct relevance to the sphere of telecommunications.
Stock Option Plan
On March 12, 2001, the Annual General Meeting of Tiscali SpA, meeting in ordinary
session, adopted a Stock Option plan open to managers, employees and staff of all Tiscali
Group Companies, tasking the Board of Directors with the definition of terms and
assignment of options. At the same meeting, in extraordinary session, two separate capital
increases were approved (pursuant to article 2441, paragraphs 5 and 8 of the Civil Code),
relating to the issue of a total of 15,000,000 shares to cover the Stock Options.
At its meeting of March 27, 2001, the Board of Directors exercised its powers by drawing
up a plan and list of regulations for the assignment of Stock Options covering the period
2001-2005 (the "Plan"), aimed at providing an incentive for management and staff alike
and making each individual a direct participant in the benefits deriving from a positive
Company performance, in order to ensure their full commitment to the objectives of
expansion and added value of the Company and the Group as a whole.
In order to achieve the aims set out above, and on the basis of the role played by each of
the beneficiaries, the Plan makes provision for the assignment, free of charge, of options
for the underwriting of ordinary Tiscali shares. The Plan is reserved exclusively to
beneficiaries designated, in purely discretionary and irrevocable form, by the Board of
Directors or, via a specific power of attorney, by its Chairman, who also takes into account
the opinion expressed by the Remuneration Committee. Each option gives the right to
underwrite one share at the price established by the Board of Directors or, via a specific