Tiscali 2008 Annual Report Download - page 163

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162
REPORT OF THE BOARD OF STATUTORY AUDITORS
REPORT OF THE BOARD OF STATUTORY AUDITORS TO THE SHAREHOLDERS’ MEETING IN PURSUANCE OF
ARTICLE 153 OF ITALIAN LEGISLATIVE DECREE No. 58/98 AND ARTICLE 2429.3 OF THE ITALIAN CIVIL CODE
To the Shareholders’ meeting of Tiscali SpA
During the year ended at 31 December 2008, we performed the supervisory activities
envisaged by the law, according to the standards of conduct for Boards of Statutory Auditors
recommended by the Italian Accounting Profession.
Having taken into account that the related analytical audit on the financial statement
contents is not assigned to us, we hereby report that we have overseen the general layout
assigned to the same in addition to the compliance of its form and structure with the law.
Also in observance of the indications provided by CONSOB under communication dated 6
April 2001, subsequently integrated by communications dated 4 April 2003 and 7 April 2006,
we hereby state the following:
- We oversaw observance of the law and the memorandum of association.
- We obtained the due information from the Directors on the activities carried out and on
the transactions of greatest economic, financial and equity importance entered into by
the Company also via its subsidiaries and we can reasonably ensure that the action
resolved and carried out is compliant with the law, the Articles of Association and the
general criteria of economic rationality and that therefore such transactions are not
manifestly imprudent, hazardous, in potential conflict of interest or in contrast with the
resolutions adopted by the shareholders’ meeting or such that they would comprise the
integrity of the corporate assets,
- We acquainted ourselves with and oversaw, in as far as it is our responsibility, the
adequacy of the Company’s organizational structure, the observance of the principles
of correct administration and the adequacy of the provisions imparted by the Company
to the subsidiaries in pursuance of Article 114. 2 of Italian Legislative Decree No. 58/98,
via the gathering of information from the various managers and meetings with the
independent auditors for the purpose of a reciprocal exchange of significant data and
information, and in this connection we have no particular observations to make.
- In relation to the matters established by Article 2 of Italian Law No. 262 dated 28
December 2005 – which introduced a series of changes to Italian Legislative Decree No.
58/98, including the provision contained in the first section of Article 151 on the basis
of which the Parent Company’s Board of Statutory Auditors can request information on
the performance of corporate transactions or on specific business affairs directly from
the management and auditing bodies of the subsidiaries – the Board has requested the
six-monthly forwarding – by the Board of Statutory Auditors of the subsidiary Tiscali
Italia SpA – of copies of the minutes of the meetings held in each six-month period,
with the aim of obtaining information on the management and auditing systems and