Tiscali 2003 Annual Report Download - page 41

Corporate Governance*
The Company was formed using a traditional Corporate Governance model as represented by a Board of Directors and Statutory
Auditors. Notwithstanding the fact that recent Company law reforms have given public limited companies the right to adopt models
that deviate from the traditional structure, the Company has, at the present time, decided to keep its own system of Corporate
Governance unchanged in order to guarantee continuity and consistency with the consolidated structure, enabling roles and powers
to be clearly divided between governing bodies, in consideration of the provisions of the Code.
The governing bodies comprise the Board of Directors, the Board of Auditors and the Shareholders’ Meeting. In addition, a Chief
Operating Officer has been appointed.
• Internal Audit Committee (Victor Bischoff and Tomaso Barbini);
• Remuneration Committee (Mario Rosso, Renato Soru and Victor Bischoff).
Board of Directors
The Board of Directors has a prominent role to play in Company life, being the body responsible for providing strategic and orga-
nisational guidelines and, as such, for identifying Company objectives and monitoring achievement of same.
This body is invested with all ordinary and extraordinary powers of administration pursuant to article 14 (Powers of the Board of
Directors) of the Company’s Articles of Association.
The Board of Directors examines and approves strategic, industrial and financial plans for the Company and the Group to which
it belongs; reports to the Board of Auditors on a quarterly basis on activities carried out by the Company or its subsidiaries and
operations which are of major significance from an economic, financial and balance sheet perspective.
The powers and duties exercised by the Company’s Board of Directors in its role as provider of strategic guidelines, supervisor and
monitoring body for Company activities, as set out in the Company’s Articles of Association and implemented in corporate codes
of practice are largely consistent with what is laid down by articles 1.1 and 1.2 of the Code.
Article 10 (Company Administration) of the Company’s Articles of Association states that the Board of Directors may comprise bet-
ween three and eleven members, as decided by the Shareholders’ meeting.
The Board of Directors currently has six members. The Board of Directors appointed by the Shareholders’ meeting on 30 April
2002 underwent the following changes in 2003. Following the resignation of James Kinsella on 24 January 2003, the Board of
Directors co-opted Gabriel Pretre onto the Board at the meeting on 12 February 2003. This appointment was then confirmed by
the Shareholders’ meeting on 29 April 2003. At the meeting on 14 May 2003, following the resignation of Hermann Hauser on
the same date, the Board of Directors co-opted Tomaso Barbini onto the Board, the appointment subsequently being confirmed
by the Shareholders’ meeting on 27 October 2003. Mario Rosso was appointed on the same date to replace Elserino Piol who had
handed in his own resignation on 16 July 2003.
The mandate of the current Board of Directors, appointed by the ordinary Shareholders’ meeting on 30 April 2002, will expire fol-
lowing approval of the annual results for the year ending on 31 December 2004.
The Board of Directors has set up an Internal Audit Committee and a Remuneration Committee from amongst its members.
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* As of 31.12.2003