Tiscali 2003 Annual Report Download - page 45

e) evaluating bids for consulting assignments presented by the external auditor—or by its affiliates—with regard to companies in
the Tiscali Group;
f) evaluating all bids of significant amounts for consulting assignments at Group companies;
g) reporting to the Board of Directors on the work performed and the adequacy of the system of internal audit; this report should
be made at least every six months, upon approval of the annual and half-yearly reports;
h) operating as a Supervisory Body pursuant to Legislative Decree 231 of 2001;
i) performing additional tasks as assigned by the Board of Directors.The Internal Audit Committee is a subset of the Board of
Directors, its sole functions being to advise and recommend.
The Internal Audit Committee has three members. They are all non-executive Directors, and as such are qualified to provide auto-
nomous, unconditioned opinions regarding the subject matter for which they are responsible, since they have no first-hand invol-
vement in running the Company.
The majority of members must be independent, in accordance with the Instructions for the Regulation of the Nuovo Mercato orga-
nised by Borsa Italiana. If it is not possible to ensure that the majority of Committee members are non-executive and independent
Directors, the number of members is reduced to two (including one independent Director) until the Committee can be re-formed
with a new member who fulfils the independence requirement. That solution is preferable to having a majority of non-indepen-
dent Directors on the Committee even as a temporary measure. During any period in which the Internal Audit Committee opera-
tes with two members only, the entire Board of Auditors shall be invited to attend all its meetings. Furthermore, during any such
period in the event that a majority cannot be reached the independent Director shall have the casting vote.
The Chief Executive may attend Committee meetings only if explicitly invited to do so, as he is authorised to intervene on the
issues at hand and to determine appropriate action to deal with existing or potential problems.
The Chairman of the Internal Audit Committee may invite other parties to the Committee meetings, such as the external auditors,
the Chief Operating Officer or the Chief Financial Officer, but only in relation to specific items of the agenda for which their input
may be useful.
The meetings of the Internal Audit Committee are called at least every six months by the Committee Chairman. The announce-
ment must specify the place, date and time of the meeting, the items on the agenda and the names of all external parties invi-
ted to attend.
The Internal Audit Committee is made up of two members: Victor Bischoff (Chairman), a non-executive Director, and Tomaso
Barbini, a non-executive, independent Director.
Other committees
On 2 March 2004 the Board of Directors approved the creation of an International Co-ordination Committee and improved its defi-
nition of the duties and composition of the Management Committee, with the aim of supporting the Chief Operating Officer in the
operation of the Company, and in consideration of the size and significance of the Tiscali Group in Europe.
Both Committees, comprising top Company and Group managers, are responsible for co-operating with the Board of Directors to
examine and approve the Group’s strategic, industrial and financial plans, and with the Chief Operating Officer in co-ordinating
general policy guidelines and assessing targets met in relation to the budget and the business plan.
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