Tiscali 2007 Annual Report Download - page 55

in line with the principles and application criteria contained
in Article 6 of the Code.
In the event of resolution to appoint individual members of
the Board of Directors, the voting list appointment mecha-
nism is not applicable, article 11 (Board of Directors) of the
Articles of Association specifying its use only in the event of
integral renewal of the Board.
On 18 May 2006, without applying the voting list appoint-
ment mechanism, the shareholders’ meeting confirmed the
appointment of the Chief Executive Officer Tommaso Pom-
pei, co-opted by the Board on 11 January 2006, and on 3
May 2007, again without applying the voting list appointment
mechanism, confirmed the appointment of the Directors Arnal-
do Borghesi and Rocco Sabelli (who then resigned on 28
February 2008), co-opted by the Board on 20 December
2006
Based on the provisions of the aforementioned Article 11
(Board of Directors) and in the light of the above considera-
tions, it was not considered necessary to establish a special
Appointments Committee in that the Directors’ appointment
mechanism ensures an impartial and fair system with respect
to minority shareholders.
The report on operations attached to the financial statements
at 31 December 2007 contains an overview of the Board
Members’ remuneration system. Reference should be made
to said report in this respect.
2. Shareholders’ meetings
Consistent with the principles and application criteria con-
tained in Article 11 of the Code, the Company encourages
and facilitates the participation of Shareholders in meetings,
providing any Company-related information requested by the
Shareholders in accordance with regulations governing price-
sensitive communications.
To facilitate the receipt of information and attendance at meet-
ings by its Shareholders, and to facilitate access to documen-
tation which, in accordance with law must be made available
to them at the registered office when meetings are due to be
held, the Company has made said information available in a
special “investor relations” section of its website
www.tiscali.com, allowing said information to be downloaded
in electronic format.
As indicated in application criteria 5 of Article 11 of the Code,
on 16 July 2001 the Shareholders’ Meeting adopted its own
AGM Regulations, also available on the Company website.
The Board of Directors believes that minority Shareholders’
prerogatives have been respected when adopting resolutions,
in so far as the current Articles of Association do not provide
for majorities other than those laid down by law.
3. Board of Statutory Auditors
3.1. Appointment and composition
Consistent with Article 10.1 of the Code, in relation to the
appointment of Statutory Auditors, Article 18 (Board of Statu-
tory Auditors) envisages a voting list system which guarantees
the transparency and correctness of the appointment proce-
dure and protects minority Shareholders’ rights.
Shareholders are only entitled to present lists if, alone or togeth-
er with other shareholders, they can prove that they hold at
least the percentage of the share capital envisaged by appli-
cable legislation (currently 2% of the ordinary shares). Each
list must indicate five candidates in descending order of pro-
fessional seniority. Each Shareholder may submit, or jointly
submit, one list only and each candidate may be listed in one
list only or be disqualified. 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 in first calling,
together with the professional CVs of individuals appearing on
the lists and a declaration from each accepting the candida-
ture and declaring the inexistence of reasons for ineligibility or
incompatibility and that the honourable and professional qual-
ifications required under applicable law and by the Articles of
Association are met.
Each shareholder may vote for one list. They are elected as fol-
lows: two Statutory Auditors and two Deputy Auditors are elect-
ed, in the order in which they appear on the list receiving the
most votes. The third Statutory Auditor is the first candidate on
the list receiving the second highest number of votes. In accor-
dance with Italian Law No. 262/2005, as amended by Italian Leg-
islative Decree No. 303/2006, the person appearing first on the
list receiving the second highest number of votes is appointed
Chairman of the Board of Statutory Auditors.
On 18 May 2006, the ordinary shareholders’ meeting applied the
voting list mechanism described above for the appointment of
the current Board of Statutory Auditors, which will remain in office
until the date of the meeting called to approve the annual finan-
cial statements at 31 December 2008. Two lists were presented
in total during said shareholders’ meeting.
The first list, presented by the shareholder Renato Soru, pro-
posed the following candidates:
Massimo Giaconia
Piero Maccioni
Andrea Zini
Rita Casu
Giuseppe Biondo
The second list, presented jointly by the shareholders Haselbeech
Holdings N.V. and Mallowdale Corporation N.V., proposed the
following candidates:
REPORT ON OPERATIONS
54