Tiscali 2007 Annual Report Download - page 54

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date of this Report, the Board met three times. On average,
nearly all the Directors and the members of the Board of Statu-
tory Auditors took part in the afore-mentioned meetings.
On 12 November 2007, the Board of Directors approved the
calendar of its meeting for 2008.
The next meetings scheduled are for:
312 May 2008 (Approval of the Quarterly Report at 31 March
2008)
329 August 2008 (Approval of the Half-year Report at 30 June
2008)
312 November 2008 (Approval of the Quarterly Report at 30
September 2008)
1.6. Appointment of Directors
Article 11 (Board of Directors) of the Articles of Association
specifies a voting list for the appointment of Directors, guar-
anteeing the appointment of a certain number of Directors from
those listed who have not obtained the majority of votes, and
ensuring transparency and correctness of the appointment
procedure.
Shareholders are entitled to present lists if, alone or together with
other shareholders, they represent at least the percentage of the
share capital envisaged by applicable legislation (currently 2%
of shares with the right to vote during ordinary shareholders’
meetings). This mechanism ensures, therefore, that even minor-
ity Shareholders have the power to submit their own lists. Every-
one with a voting right may vote for one list only.
The election of Directors proceeds as follows: (a) five sevenths
of Directors are appointed from the list receiving the majori-
ty of votes expressed by Shareholders; (b) the remaining Direc-
tors are appointed from the other lists. For this purpose, the
votes obtained by the lists are progressively divided by one,
due, three, four, five, etc, according to the number of Direc-
tors to be elected.
The quotients obtained thus are then progressively assigned
to candidates on each list, in accordance with their respec-
tive order. The quotients assigned to candidates on the vari-
ous lists are compiled into a single list in descending order.
Those elected are the candidates with the highest quotients,
in any event after appointment of the candidate first on the
list receiving the second highest number of votes, and who is
in no way connected with that first list, and after the appoint-
ment of one or two independent directors, depending on
whether the Board comprises more or less than seven mem-
bers, in accordance with Italian Law No. 262/2005, as amend-
ed by Italian Legislative Decree No. 303/2006.
Pursuant to the aforementioned Article 11 (Board of Direc-
tors), the list of nominations must be filed at the Company’s
registered office at least ten days prior to the date of the next
Shareholders’ Meeting, together with the professional CVs of
individuals appearing on the lists and a declaration from each
accepting their candidature and declaring the inexistence of
reasons for ineligibility or incompatibility and that the hon-
ourable and professional qualifications required under appli-
cable law and by the Articles of Association are substantially
REPORT ON OPERATIONS
53
MEETINGS DURING FIRST HALF OF 2007 18.01.07 20.03.07 10.05.07 28.06.07 AVERAGE
Directors present 88757
Percentage 100% 100% 87.5% 62.5% 87.5%
Statutory Auditors present 33333
Percentage 100% 100% 100% 100% 100%
MEETINGS DURING 2008 10.01.08 27/28.02.08 19.03.08 AVERAGE
Directors present 8858
Percentage 100% 100% 83% 94%
Statutory Auditors present 3333
Percentage 100% 100% 100% 100%
MEETINGS DURING SECOND HALF OF 2007 12.07.07 28.07.07 9.9.07 12.9.07 17.10.07 12.11.07 16.11.07 26.11.07 AVERAGE
Directors present 767777676.75
Percentage 87.5% 75% 87.5% 87.5% 87.5% 87.5% 75% 87.5% 83.67
Statutory Auditors present 333333333
Percentage 100% 100% 100% 100% 100% 100% 100% 100% 100%