Tiscali 2003 Annual Report Download - page 43

Appointment of Directors
Article 11 (Board of Directors) of the Company’s Articles of Association specifies a voting list system for the appointment of
Directors, under which the appointment of a certain number of Directors on the lists that have not obtained the majority of votes
is ensured, guaranteeing the transparency and correctness of the appointment procedure.
Only Shareholders who alone, or together with other Shareholders, represent at least 2% of the voting rights at the Ordinary
Shareholders’ Meeting are entitled to submit lists. This mechanism ensures, therefore, that even minority Shareholders have the
power to submit their own lists.
Based on the requirements contained in the aforementioned article 11 (Board of Directors) and on the article of association, the
lists of nominations must be filed at the Company’s registered office at least ten days prior to the date of the first meeting, toge-
ther with CVs for individuals appearing on the lists.
Shareholders’ meetings
The Company has always encouraged and facilitated Shareholders’ participation in Meetings, supplying any Company-related infor-
mation requested by Shareholders in accordance with regulations governing price-sensitive communications.
As suggested by article 12.4 of the Code, the Shareholders’ meeting has adopted its own Meeting Regulations.
To make it easier for Shareholders to receive information and attend meetings, and to facilitate access to documentation which,
in accordance with the law, must be made available to them at the registered office when meetings are being held, the Company
makes documentation available in electronic format in a special section of the Investor Relations page of its website.
The Board of Directors believes that minority Shareholders’ prerogatives have been respected in so far as the Company’s current
Articles of Association do not provide for majorities other than those laid down by law.
Board of Statutory Auditors
Article 18 (Board of Auditors) of the Company’s Articles of Association specifies a voting list system for the appointment of Auditors,
which guarantees the transparency and correctness of the appointment procedure and protects minority Shareholders’ rights.
Only Shareholders who alone, or together with other Shareholders, own a total of at least 2% of ordinary shares, are entitled to
submit lists. Five candidates must be listed from one to five, starting with the one with the greatest professional seniority. Each
Shareholder may submit, or join in submitting, one list and each candidate may be listed in only one list or be disqualified. Lists
of nominations must be filed at the registered office at least ten days prior to the date of the first meeting, together with CVs for
the individuals listed.
On 29 April 2003 the Ordinary Shareholders’ meeting appointed a new Board of Statutory bAuditors which will remain in office
until approval of the balance sheet as at 31 December 2006. Aldo Pavan, Piero Maccioni and Massimo Giaconia were elected as
Statutory Auditors. Andrea Zini and Rita Casu were elected as Deputy Auditors. Aldo Pavan was elected Chairman of the Board of
Auditors.
Article 18 (Board of Directors) of the Company’s Articles of Association states that at least one of the Statutory Auditors, and at
least one of the Deputy Auditors, must be chosen from those listed in the official register of auditors, and must have at least three
years’ experience in the auditing of accounts. Auditors who fail to meet the aforementioned condition must have a total of at least
three years’ experience in performing specific activities that do, however, relate to the Company aims and, in any event, relate to
the telecommunications sector. The aforementioned article also states that Auditors who are already Statutory Auditors for more
than five listed companies may not be appointed as Auditors.
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