Tiscali 2007 Annual Report Download - page 56

Aldo Pavan
Alberto Pregaglia
Paolo Tamponi
Simonetta Fadda
Riccardo Delisa
Aldo Pavan, Piero Maccioni and Massimo Giaconia were elect-
ed as Statutory Auditors. Rita Casu and Andrea Zini were elect-
ed as Deputy Auditors. Aldo Pavan was elected Chairman of
the Board of Auditors.
3.2. Requisites
Article 18 (Board of Statutory Auditors) of the Articles of Asso-
ciation envisages that at least one of the Statutory Auditors and
at least one Deputy Auditor, must be chosen from those list-
ed on the official register of auditors with at least three years’
experience in the auditing of accounts.
Auditors failing to meet the aforementioned condition must
have a total of at least three consecutive years’ experience in
specific company purpose-related duties and, in any event, in
the telecommunications sector. The aforementioned article also
states that Auditors who are already Statutory Auditors for more
than five listed companies may not be appointed.
In the specific “
investor relations” section of the website
www.tiscali.com, the Company publishes the professional
résumés of its Statutory Auditors, so that the shareholders and
investors can assess the professional experience and the author-
itativeness of the members of the Board of Statutory Auditors.
3.3. Activities
The members of the Board of Statutory Auditors operate inde-
pendently, in constant liaison with the Internal Audit Commit-
tee, regularly attending its meetings, and with the Internal Audit
Department, in accordance with the principles and applica-
tion criteria indicated in Article 10 of the Code.
4. Board of Directors internal committees
In accordance with the provisions of Article 5 of the Code, the
Board of Directors has set up its own Internal Audit Commit-
tee and Remuneration Committee.
4.1. Internal Audit Committee (see reference)
With regard to the Internal Audit Committee, reference should
be made to Section 6.2. of this Report
4.2. Remuneration Committee
Since March 2001 the Company’s Board of Directors has set
up its own Remuneration Committee, as recommended by Arti-
cle 7 of the Code and relevant application criteria.
The Board of Directors also approved Remuneration Commit-
tee Regulations which envisaged that said committee should
comprise three members, mainly chosen from among the
Board members without executive functions. A Chairman is
elected from among the members, by means of majority vote.
The Committee makes proposals to the Board of Directors for
the remuneration of the Chief Executive Officers and those
who cover specific offices, as well as, upon the indication of
the CEOs, for the determination of the criteria for the remu-
neration of the Company’s senior management. The commit-
tee is also responsible for making proposals concerning any
stock option plans of the Company and the related execution.
As part of its functions, the Committee may avail itself of out-
side consultants, at the Company’s expense. The Committee
meets when it considers it necessary, upon the request of one
or more members. The provisions of the Articles of Associa-
tion, in as far as they are compatible, apply for the calling of
said committee and the business of its meetings.
Up until 28 February 2008, the Remuneration Committee com-
prised Director Mario Rosso (Chairman) and Francesco Biz-
zarri. One position is vacant following the resignation of Direc-
tor Victor Bischoff.
Following the appointment of Mario Rosso as Chief Executive
Officer, during the Board meeting held on 27 and 28 Febru-
ary 2008, the Remuneration Committee was temporarily wound-
up; it will be re-established by the new Board of Directors,
which will be appointed by the shareholders’ meeting called
to approve the 2007 financial statements.
The Committee took part in drafting the stock option plan for
the Italian management team of the Tiscali Group, discussed
by the Board of Directors during the meetings held on 11
October 2006, 9 November 2006, 18 January 2007 and 20
March 2007, and subsequently approved by the sharehold-
ers’ meeting on 3 May 2007. The Board of Directors allocat-
ed the options to employees during the meeting held on 28
June 2007.
The Committee took part in drafting the stock option plan for
Tommaso Pompei, the Company’s Chief Executive Officer until
28 February 2008, discussed by the Board of Directors dur-
ing the meetings held on 11 October 2006, 9 November 2006,
18 January 2007 and 20 March 2007, and subsequently
approved by the shareholders’ meeting on 3 May 2007. The
same meeting allocated the options to Tommaso Pompei.
Additional details regarding the stock option plans mentioned
above are contained in the disclosure document published in
the “investor relations” section on the Company website,
www.tiscali.com.
The Committee also expressed its opinion to the Board regard-
ing the fairness of the fee agreed between the Company and
the Director Francesco Bizzarri for the consultancy services
REPORT ON OPERATIONS
55