Tiscali 2007 Annual Report Download - page 52

4.Shareholding structure
As at the date of this Report, the authorized share capital came
to EUR 310,445,745, while that subscribed and paid-in totalled
EUR 287,103,021.50; it is represented by 574,206,043 ordinary
shares with a par value of Euro 0.50 each.
The following table contains indication of the name or corporate
name of the shareholders with the right to vote who hold an equi-
ty investment of more than 2% and who have informed the Com-
pany and CONSOB of their equity investment in pursuance of
Article 120 of Italian Legislative Decree No. 58/1998, the num-
ber of shares held, as well as the percentage of the same in rela-
tion to the subscribed and paid-in share capital, as recorded in
the shareholders’ register.
The remaining 68.1% of the share capital is held by the market.
The Company is not aware of the existence of any shareholders’
agreements.
Part II:
Disclosure on compliance with the recommenda-
tions contained in the Code of Conduct for Listed
Companies
1.Board of Directors
1.1.Role
The Board of Directors has a prominent role to play in Com-
pany life, being the body responsible for running the Compa-
ny, providing strategic and organizational guidelines and, as
such, for identifying Company objectives and monitoring their
achievement.
This body is invested with all ordinary and extraordinary pow-
ers of administration pursuant to Article 14 (Powers of the
Board of Directors) of the Company’s Articles of Association.
The Board of Directors examines and approves strategic, indus-
trial and financial plans for the Company and the Group to
which it belongs, and reports to the Board of Statutory Audi-
tors on a quarterly basis on activities carried out by the Com-
pany or its subsidiaries and operations which are of major sig-
nificance from an economic, financial and balance sheet per-
spective.
The powers and duties exercised by the Company’s Board of
Directors in its role as provider of strategic guidelines, super-
visor and monitoring body for Company Activities, as set out
in the Company’s Articles of Associations and implemented in
corporate codes of practice, are largely consistent with what
is laid down by Article 1 of the Code.
1.2.Composition
Article 10 (Company Administration) of the Articles of Associ-
ation states that the Board of Directors may comprise between
three and eleven members, as decided by the Shareholders’
Meeting.
At the time of drafting this Report, the Board of Directors com-
prises six members, five of which appointed by the Sharehold-
ers’ Meeting held on 5 May 2005.
Following the resignation of Board Members Victor Bischoff
and Gabriel Prêtre on 19 May 2006, the Board of Directors,
during the meeting held on 20 December 2006, co-opted Rocco
Sabelli and Arnaldo Borghesi as new Board Members; they
were subsequently confirmed by the shareholders’ meeting
held on 3 May 2007.
During the Board meeting held on 27 and 28 February 2008,
the Directors Gabriele Racugno and Rocco Sabelli handed in
their resignation.
The Board of Directors also includes the Internal Audit Com-
mittee and Remuneration Committee.
1.3. Chairman of the Board of Directors and Chief Executive
Officer
In accordance with the Company’s Articles of Association, the
Chairman of the Board of Directors calls and conducts board
meetings and coordinates its activities. For Board meetings,
the Chairman ensures that Board Members receive all neces-
sary documentation, well in advance, to allow the Board to
knowledgeably discuss subjects under examination.
The Articles of Association also state that the Board of Directors,
within legal limits, may appoint one or more Chief Executives,
establishing powers to be granted to them, within legal limits.
The Board of Directors has conferred executive powers upon
the Chief Executive Officer and powers of policy and control
upon the Chairman. CEO powers may be exercised to a max-
imum value of EUR 25 million, or without limit in the case of
joint signature with the Chairman.
The Chairman and CEO report to other Directors and to the
Board of Statutory Auditors during Board meetings held at
REPORT ON OPERATIONS
51
SHAREHOLDER SHARES HELD PERCENTAGE
Renato Soru 143,551,511 25.00%
Directly 92,272,200 16.07%
Via Andalas Ltd 13,831,091 2.41%
Via Monteverdi S.p.A. 17,448,220 3.04%
Via Cuccureddus S.r.l. unip. 20,000,000 3.48%
Sandoz Family Foundation 39,742,103 6.9%
Directly 1,525,025 0.26%
Via Haselbeech Holding NV 32,742,664 5.70%
Via Mallowdale Corporation NV 5,474,414 0.95%