Tiscali 2003 Annual Report Download - page 47

Lastly, pursuant to article 14 of the Company’s Articles of Association (Powers of the Board of Directors), the Board of Directors
must report in writing, either by post or by electronic mail, to the Board of Auditors, any transactions that constitute potential con-
flicts of interest.
Handling of confidential information and communications with the market; Investor Relations Office
Regarding the procedure for supervising the management of confidential information, the Company has long followed national and
international best practices, which are consistent with the principles contained in the Guidelines for Disclosing Information to the
Market. To ensure that information is properly disclosed, the Company acts in accordance with the 10 principles set forth in the
Guidelines, undertaking to communicate with the market in a way that ensures fairness, clarity, equality and timeliness of access
to information.
The Company has an Investor Relations Office in charge of communicating with institutional investors and other Shareholders.
Among its other duties, the Investor Relations Office—which reports directly to the Chief Financial Officer—writes press releases
and has them distributed, including via a network of companies that carry out these activities professionally.
Directors, Statutory Auditors, the Investor Relations Manager and all other employees are required to treat as confidential all price-
sensitive documents and information that they have acquired because of their position or in the course of performing their duties,
unless the documents or information have already been made public in the prescribed forms. The persons listed above are also
prohibited from granting interviews to the press and from making any public statements containing information on important
events that could be considered price-sensitive, and which has not appeared in press releases or documents already made public,
or been expressly authorised by the Investor Relations Office.
In addition, the Company adopted an Internal Dealing Code on 12 November 2002, in compliance with articles 2.6.3, 2.6.4 and
2.6.4 bis of the Nuovo Mercato Regulations, and promptly informed the market of this fact. The Internal Dealing Code (see
Appendix 2 to this Report) identifies the persons with disclosure obligations, defines the transactions that must be disclosed and
sets out the related disclosure obligations of interested parties and the Company itself, as well as the penalties that apply if the
Company breaches the code. In 2003 and at the date of this Report in 2004, no transactions have been reported requiring disclo-
sure due to their amount.
Stock Option
As of 31 December 2003 none of the options assigned under the stock option plan that expired in September 2003 had been
exercised. As a result, the capital increase approved at the shareholders’ meeting held on 12 March 2001 and valid for five years,
has not been carried out.
As at the date of this report, no new stock option plans for employees had been put in place.
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