Tiscali 2007 Annual Report Download - page 51

At present, the governing bodies are the Board of Directors, the
Board of Statutory Auditors and the Shareholders’ Meeting.
Up until the meeting held on 27 and 28 February 2008, the
Board of Directors was made up as follows:
The Board of Directors comprises the following committees:
3Internal Audit Committee; until the meeting held on 27 and
28 February 2008, it comprised Vittorio Serafino and Gabrie-
le Racugno.
3Remuneration Committee; until the meeting held on 27 and
28 February 2008, it comprised Mario Rosso and Francesco
Bizzarri.
As at the date of this Report, the Board of Directors was made
up as follows:
The Chairman of the Board of Directors, the current Chief Exec-
utive Officer Mario Rosso and the Directors Massimo Cristo-
fori and Francesco Bizzarri were called to join the Board by
the shareholders’ meeting held on 5 May 2005;
The former Chief Executive Officer and current Director Tom-
maso Pompei was appointed by co-option by the Board on 11
January 2006 and subsequently confirmed by the sharehold-
ers’ meeting held on 18 May 2006.
The Director Arnaldo Borghesi was appointed by co-option by
the Board on 20 December 2006 and subsequently confirmed
by the shareholders’ meeting held on 3 May 2007.
During the Board meeting held on 27 and 28 February 2008,
Tommaso Pompei relinquished the powers received on 11 Jan-
uary 2006 to the Board. During the same meeting, the Board
delegated said powers to Mario Rosso, who currently covers
the office of Chief Executive Officer.
During the above meeting, the Directors Gabriele Racugno,
appointed by the shareholders’ meeting held on 5 May 2005,
and Rocco Sabelli, by co-option by the Board on 20 Decem-
ber 2006 and subsequently confirmed by the shareholders’
meeting held on 3 May 2007, handed in their resignation.
The appointment of the current Directors will expire with the
approval of the 2007 annual financial statements by the share-
holders’ meeting.
In view of the imminent expiry of its mandate, the Board of
Directors, during the meeting held on 19 March 2008 did not
consider it appropriate to co-opt two new Directors in replace-
ment of the outgoing Gabriele Racugno and Rocco Sabelli.
The appointment of the current Statutory Auditors of the Com-
pany – appointed by the shareholders’ meeting held on 18
May 2006 – will expire as of the date of the shareholders’ meet-
ing called for the approval of the 2008 annual financial state-
ments.
As envisaged by Article 14 of the Articles of Association, in
pursuance of the provisions of Italian Law No. 262/2005, on
20 December 2006 the Board of Directors took steps to appoint
the Director Massimo Cristofori, currently Chief Financial Offi-
cer of the Company, as executive in charge of drawing up the
Company’s accounting documents.
The shareholders’ meeting held on 5 May 2005, renewed the
accounts auditing appointment granted to Deloitte & Touche
for the years 2005, 2006 and 2007. This appointment will end
with the approval of the 2007 annual financial statement by
the shareholders’ meeting.
REPORT ON OPERATIONS
50
Chairman Vittorio Serafino
Chief Executive Officer Tommaso Pompei
Directors Francesco Bizzarri
Arnaldo Borghesi
Massimo Cristofori
Gabriele Racugno
Mario Rosso
Rocco Sabelli
Company Secretary Antonio Corda
Chairman Vittorio Serafino
Chief Executive Officer Mario Rosso
Directors Francesco Bizzarri
Arnaldo Borghesi
Massimo Cristofori
Tommaso Pompei
Company Secretary Antonio Corda
Chairman Aldo pavan
Statutory Auditors Massimo Giaconia
Piero Maccioni
Deputy Auditors Rita Casu
Andrea Zini
Company Secretary Antonio Corda
Executive in charge of drawing up the Company’s accounting documents Massimo Cristofori
Independent Auditing Firm Deloitte & Touche S.p.A.
BOARD OF DIRECTORS
BOARD OF STATUTORY AUDITORS