Tiscali 2003 Annual Report Download - page 44

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Chief Operating Officer
On 2 March 2004 the Board of Directors appointed Rudolf Derk Huisman—already Chief Executive Officer for the Benelux and
Scandinavia area of the Tiscali Group and a member of the Management Committee—as Chief Operating Officer of the Company,
investing him with full authority in respect of the ordinary management of Company and Group activities.
Committees
Remuneration Committee
In March 2001 the Company’s Board of Directors set up its own internal Remuneration Committee, as laid down by article 8 of
the Code. The Remuneration Committee was re-formed during the Board of Directors’ meeting held in May 2002, subsequent to
the Shareholders’ Meeting of April 2002 which appointed the new members of Board of Directors who are currently in post. On
13 November 2003, following the resignation of Elserino Piol, the Board of Directors appointed a new Committee member. Today,
the aforementioned Committee is made up of Mario Rosso, as Chairman, Renato Soru and Victor Bischoff.
The Board of Directors has approved Remuneration Committee Regulations specifying that the Committee should comprise three
members selected primarily from non-executive Board members. A Chairman is elected internally, from amongst the Committee
members, by majority vote. The Committee makes proposals to the Board of Directors regarding remuneration for Chief Executives
and those holding special posts as well as, as directed by the Chief Executives, for the determination of remuneration criteria for
the Company’s top management. The Committee is also authorised to make proposals regarding the Company’s stock option plans
and their implementation. Within the scope of its own powers, the Committee may make use of external consultants, paid for by
the Company. The Committee meets when the need arises, at the request of one or more members. Where compatible, the provi-
sions of the Company’s Articles of Association apply to convocation and meeting procedures.
Appointment Committee
The Board of Directors, as highlighted in section 1.6 of this Report, has not deemed it necessary to set up an Appointment
Committee in so far as the voting list system as defined in article 11 (Board of Directors) of the Company’s Articles of Association,
ensures the protection of minority Shareholders’ rights. In addition, the voting list system requires proposals for the appointment
of Directors to be submitted by Shareholders subject to candidates’ suitability.
Internal audit
The Board of Directors complying with the Code and with recommendations from Borsa Italiana, updated the Company's internal
audit procedures and sets up an Internal Audit Committee, to provide advice and recommendations, made up of non-executive
Directors the majority of whom are independent. Committee meetings are attended by the Chairman of the Board of Statutory
Auditors, or by another Statutory Auditor designated by him.
Specifically, the Internal Audit Committee is responsible for:
a) helping the Board of Directors set guidelines for the internal audit system and periodically confirm its appropriateness and pro-
per functioning, ensuring that the main business risks are identified and adequately managed;
b) evaluating the plan of work devised by Internal Audit Co-ordinator and receiving the Co-ordinator's periodic reports;
c) verifying, together with the Company's Directors and external auditors, the appropriateness of the accounting principles and
their uniformity for purposes of drafting the consolidated financial statements;
d) evaluating accounting firms' bids for the role of external auditor, and the plan of work and the results expressed in the report
and the letter of recommendations, as well as managing day-to-day contact with the external auditor;