Tiscali 2007 Annual Report Download - page 60

inform the Board of Statutory Auditors in writing, by post or
via e-mail, of any transactions involving a potential conflict of
interest.
8. Handling of confidential information and market communi-
cations. Investor Relations office
As part of the corporate governance model adopted pursuant
to Italian Legislative Decree No. 231/2001, the Company has
drawn up a number of control procedures for the management
of confidential information, in accordance with national and
international best practices and with principles contained in
the Market Disclosure Guidelines. In order to safeguard cor-
rect disclosure, Company conduct adheres to principles iden-
tified in said guidelines, and is committed to communicate with
the market in such a way as to ensure that fairness, clarity,
equality and timeliness criteria for access to information are
observed.
The Company has an Investor Relations Office responsible for
communications with shareholders and institutional investors.
Among its other duties, the Investor Relations Office, report-
ing directly to the CFO, drafts press releases and handles their
publication, including via a network of external companies spe-
cialized in such tasks. In particular:
3the press releases pertaining to so-called periodic information
(financial statements, half-year reports, quarterly reports, etc.)
are approved by the CFO and the CEO and/or by the Chair-
man (if endowed with executive powers), having consulted the
Board of Directors, where possible;
3the press releases relating to extraordinary transactions (mer-
gers, take-over bids, share capital increases, etc.) are appro-
ved by the CEO and/or by the Chairman (if endowed with exe-
cutive powers), having consulted the CFO and the head of the
Legal and Corporate Affairs Division;
3in all other cases, the handling of the financial disclosure to
the public is taken care of by the head of the
Investor Rela-
tion
s office. If this is information considered to be price sen-
sitive
, the related publication is approved by the CFO and by
the head of the Legal and Corporate Affairs Division.
Disclosure is ensured not only by means of press releases, but
also via periodic encounters with institutional investors and the
financial community, as well as by extensive documentation
made available on the company website www.tiscali.com in
the “investor relations” section. Recourse to on-line commu-
nication, which is mainly used by the non-institutional public,
is considered strategic by the Company, since it makes stan-
dardized disclosure of the information possible. Tiscali under-
takes to systematically see to the accuracy, completeness, con-
tinuity and up-dating of the financial matters disclosed via the
Company website. It is also possible to contact the Company
using a special e-mail address ([email protected]).
The Directors, Statutory Auditors and top management of Tis-
cali and its subsidies are obliged to respect the confidentiali-
ty of the documents and information acquired during their
activities. Any dealings between these parties and the press
or other means of mass media, as well as with financial ana-
lysts or institutional investors, which involve confidential doc-
uments or information concerning Tiscali or the Group, may
take place solely via the head of investor relations, unless they
involve interviews or declarations made by the executive direc-
tors and the CFO.
The company managers and, in any event, all the employees
and collaborators are obliged to keep price sensitive informa-
tion and documents acquired because of and during their activ-
ities confidential and not to communicate such information to
others except for official or professional reasons, unless these
documents or information have already been made public in
the prescribed forms. The above parties are prohibited from
giving interviews to press bodies, or making public declara-
tions in general, which contain information on significant events,
qualifiable as “privileged” as per Article 181 of Italian Legisla-
tive Decree No. 58/1998, unless such information has been
included in press releases or documents already disclosed to
the public, or expressly authorized by the
Investor Relations
office
. The wording of Article 181 of Italian Legislative Decree
No. 58/1998 envisages that the system for the protection of
communication includes, on a general basis, all news which
is sufficiently specific so as to permit the drawing of conclu-
sions on the possible effect on financial instrument prices,
regarding transactions not yet concluded but which one can
reasonably envisage will be concluded and which presumably
a reasonable investor would use as one of the elements they
will base their investment choices on.
In compliance with the matters indicated by Article 114.2 of
Italian Legislative Decree No. 58/1998, on 17 November 2004
a procedure was circulated within the Group with the aim of
disciplining the communication to the Parent Company of price
sensitive events which have occurred within the sphere of per-
tinence of the subsidiary companies
.
In replacement of the Code of Conduct on Internal Dealing
adopted by the Company in November 2002, and in enact-
ment of the new Article 115(2) of Italian Legislative Decree
No. 58/1998 on keeping a register of persons with access to
privileged information, the Company established a register of
persons (held by the Investor Relations Office) who, based on
their business or profession or in relation to duties performed,
have access to such information. In accordance with the afore-
mentioned legislation, the IT-managed register contains: the
identity of each person with access to privileged information,
the reason that person was entered on the register, that date
of registration, and the date of any updates to information relat-
ing to that person.
REPORT ON OPERATIONS
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