Tiscali 2003 Annual Report Download - page 42

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43
Chairman of the Board of Directors and Chief Executive
In accordance with the provisions of the Company’s Articles of Association, the Chairman of the Board of Directors calls and con-
ducts meetings of the Board, and co-ordinates its activities. When Board meetings are held, the Chairman ensures that docu-
mentation required for the Board to be able to discuss knowledgably the subjects under examination is prepared and distributed
to Directors well in advance. The Chairman therefore performs the role indicated by articles 4.1 and 4.2 of the Code.
The Chairman of the Board of Directors also acts as Chief Executive. By virtue of a special proxy issued on 14 May 2002, the
Board of Directors invested the Chairman and Chief Executive with powers relating to all ordinary acts of administration as well
as powers relating to extraordinary acts of administration.
The Chief Executive reports to the other Directors and to the Board of Auditors, at Board meetings held at least once a quarter,
on the most significant economic, financial and balance sheet-related operations carried out by the Company or its subsidiaries.
In addition, the Chief Executive supplies the Board with appropriate and up-to-date information at Board meetings regarding aty-
pical or unusual operations for which approval is not reserved to the Board, as well as on activities of major significance occur-
ring within the scope of the powers and duties invested in him. Except in the event of necessity and emergency, it is normal pro-
cedure for such activities to be submitted for examination by the Board beforehand so that they can decide upon same in a kno-
wledgeable and considered manner.
Non-executive and independent Directors
The Board of Directors currently comprises five non-executive Directors, two of whom are independent, out of a total of six. The only
Director with executive duties is the Chairman and Chief Executive, Renato Soru.
As indicated in article 3.2 of the Code, the Board evaluates Directors’ independence on an annual basis, when this Report is prepa-
red, and provides the market with appropriate information in this respect by publishing said report.
Franco Bernabè and Tomaso Barbini are independent Directors, their qualifications as such being consistent with article 3.1 of the
Code. For the sake of completeness of information, please note that, as shown in the table below, Franco Bernabè is Vice Chairman
of Hutchison 3G Italia S.p.A., in which Tiscali Finance S.A., one of the Company’s subsidiaries, has a shareholding of around 0.3%.
In addition, during 2003 the Group controlled by the Director Franco Bernabè provided consultancy services to the Tiscali Group under
market terms and, at any rate, for an overall sum not in excess of 5% of the annual revenues of both Groups.
None of the Directors plays any role in the Boards of auditors of other listed companies or banking and insurance companies or com-
panies of significant size. The Company believes that, in addition to posts held elsewhere, the Directors are in a position to dedicate
the time required to perform their Directorial duties in a diligent manner.
The Board of Directors meets on a regular basis, at least once every three months, to approve the quarterly reports as at 31 December,
31 March and 30 September, as well as the half-yearly report as at 30 June and the draft financial results for the year as at 31
December every year.
It is normal procedure for the Chief Operating Officer, the Finance Director, and managers and external advisors, depending on the
specific nature of the subjects to be dealt with, to be regularly called upon to attend Board meetings. The Board of Directors fre-
quently avails itself of fairness opinions or legal opinions issued by advisors and experts, so as to facilitate the mindful and knowled-
geable adoption of resolutions proposed at meetings.
The Board of Directors met six times in 2003, chiefly to discuss and approve periodic accounts data and significant operations car-
ried out by the Company. The Board of Directors has met five times in 2004.