Tiscali 2007 Annual Report Download - page 58

nal Audit Coordinator and therefore also the Internal Audit
department, report to the Chairman of the Internal Audit Com-
mittee. From an administrative standpoint, the Internal Audit
Coordinator and therefore the Internal Audit department, report
to the CEO. The provision of suitable means required by the
Internal Audit Coordinator and therefore the Internal Audit
department, is included in the CEO’s executive powers. The
Internal Audit Committee, in reviewing the work plan submit-
ted by the Internal Audit Coordinator, also assesses the suit-
ability of the means granted by the CEO to the Internal Audit
Coordinator, based on the number of Internal Auditors and
their responsibilities and qualifications in relation to the spe-
cific work plan.
During the period covered by the previous Report, the main
activities carried out with regard to the internal audit by the
Coordinator, the Committee and the Internal Audit department,
were as follows:
3a compliance audit was carried out on the stage of applica-
tion of Tiscali S.p.A.’s “Organization, management and con-
trol model” in pursuance of Italian Decree Law No. 231/2001;
the related results were discussed by the Internal Audit Com-
mittee on 30 May 2007;
3a compliance audit was carried out on the stage of applica-
tion of Tiscali Services S.p.A.’s “Organization, management
and control model” in pursuance of Italian Decree Law No.
231/2001; the related results were discussed by the Inter-
nal Audit Committee on 30 May 2007;
3risk assessment was completed for identifying the sensitive
activities with the aim of up-dating the “Organization, mana-
gement and control model” for Tiscali S.p.A. and Tiscali Italia
S.p.A., so as to assimilate the new offences introduced by Ita-
lian Law No. 146/2006 (transactional offences) and Italian Law
No. 123/2007 (violation of accident-prevention norms);
3an audit was carried out on the administrative-accounting
internal audit system of the subsidiary Tiscali UK. A final
report was drawn up containing the recommendations of
local management for improving the administrative-accoun-
ting internal audit system presented by the Audit Commit-
tee on 10 January 2008;
3following the appointment received from the Executive in
charge of drawing up the accounting documents, the Inter-
nal Audit department devoted itself to checking the ade-
quacy of the administrative and accounting procedures for
the formation of the financial statements and the related effi-
cacy, so as to obtain the certification pursuant to Article 154
bis of the FCA, introduced by Italian Decree Law No.
262/2005 as amended by Italian Decree Law No. 303/2006.
The first stage was completed during 2007 (survey of the
checks), while the start of the second stage ( testing) was
accomplished during the first quarter of 2008;
3the guidelines of the “Work Plan” for 2008 were drafted by the
Internal Audit Coordinator and approved by the Audit Commit-
tee on 10 January 200
On the basis of the checks carried out, the Board of Directors
deemed the internal audit system to be adequate for the Com-
pany’s needs, as well as in line with current legislation and the
Code’s recommendations.
6.2. Internal Audit Committee
In accordance with the recommendations of the Code, the Board
of Directors has set up an Internal Audit Committee to provide
advice and recommendations, comprising non-executive Direc-
tors, one of which is independent. Committee meetings are attend-
ed by the Chairman of the Board of Statutory Auditors or anoth-
er Statutory Auditor designated by the Chairman.
In particular, the Internal Audit Committee is responsible for:
A) helping the Board of Directors to set guidelines for the system
and periodically verify its adequacy and correct function,
ensuring that the main business risks are identified and
appropriately managed;
B) assessing the work plan prepared by the Internal Audit Coor-
dinator and receiving the Coordinator’s periodic reports;
C) together with the Company’s Directors and auditing com-
pany, verifying adequacy of the accounting standards used
and their uniformity for the purpose of drafting the consoli-
dated financial statements;
D) assessing bids submitted by auditing companies for the role
of independent auditor, and the proposed work plan for the
independent audit and the results expressed in the report
and letter of recommendations, along with the day-to-day
contact with the independent auditing firm;
E) assessing bids of an advisory nature formulated by the inde-
pendent auditing firm - or its affiliated companies - in favour
of Group companies;
F) assessing bids of an advisory nature in favour of Group com-
panies that are for significant amounts;
G) reporting to the Board of Directors on tasks performed and
on the adequacy of the internal audit system, at least once
every six months on approval of the annual and half-yearly
reports;
H) operating as Supervisory Body pursuant to Italian Legislati-
ve Decree No. 231/2001;
I) performing additional tasks as assigned by the Board of
Directors.
REPORT ON OPERATIONS
57