Tiscali 2008 Annual Report Download - page 46

The remaining 73.47% of the share capital is held by the
market. The Company is not aware of the existence of any
shareholders’ agreements.
5.3 Part II: Disclosure on compliance with
the recommendations contained in the Code
of Conduct for Listed Companies
Board of Directors
Role
The Board of Directors has a prominent role to play in Company
life, being the body responsible for running the Company, providing
strategic and organizational guidelines and, as such, for identifying
Company objectives and monitoring their achievement.
This body is invested with all ordinary and extraordinary powers
of administration pursuant to Article 14 (Powers of the Board of
Directors) of the Company’s Articles of Association.
The Board of Directors examines and approves strategic, industrial
and financial plans for the Company and the Group to which it
belongs, and reports to the Board of Statutory Auditors on a
quarterly basis on activities carried out by the Company or its
subsidiaries and operations which are of major significance from
an economic, financial and balance sheet perspective.
The powers and duties exercised by the Company’s Board of
Directors in its role as provider of strategic guidelines, supervisor
and monitoring body for Company Activities, as set out in the
Company’s Articles of Associations and implemented in
corporate codes of practice, are largely consistent with what
is laid down by the principles and applications criteria as per
Article 1 of the Code.
Composition
Article 10 (Company Administration) of the Articles of Association
states that the Board of Directors may comprise between three and
eleven members, as decided by the Shareholders’ Meeting.
As of the date of this Report, the Board of Directors was made
up of five members.
The Board of Directors also includes the Internal Audit Committee
and Remuneration Committee.
Chairman of the Board of Directors and Chief Executive Officer
In accordance with the Company’s Articles of Association, the
Chairman of the Board of Directors calls and conducts board
meetings and coordinates its activities. For Board meetings,
the Chairman ensures that Directors receive all necessary
documentation, well in advance, to allow the Board to
knowledgeably discuss subjects under examination.
The Articles of Association also state that the Board of Directors,
within legal limits, may appoint one or more Chief Executive Officers,
establishing powers to be granted to them, within legal limits.
The Board of Directors has granted executive powers to the Chief
Executive Officer. The powers of the Chief Executive Officer can
be exercised up to a maximum value of EUR 25 million.
The Chairman and Chief Executive Officer report to other
Directors and to the Board of Statutory Auditors during Board
meetings held at least once a quarter, on operations of
significant economic, financial or equity value performed by
the Company or its subsidiaries. They also provide the Board
of Directors meetings with adequate and on-going information
on atypical or unusual transactions for which approval does
not rest with the Board, and on significant operations
implemented within the scope of powers and duties conferred
upon the Chief Executive Officer. Except in cases of necessity
or emergency, such matters are normally also submitted for
prior examination by the Board of Directors so that it may
decide upon them in a knowledgeable and considered manner.
Non-executive, minority and independent directors
In pursuance of the provisions of Italian Law No. 262/2005, as
amended by Italian Legislative Decree No. 303/2006, the Articles
of Association envisage the presence of at least one independent
director if the Board is made up of less than seven members,
and at least two independent directors if the Board is made up
of more than seven members.
Furthermore, the list voting mechanism envisaged by the
Articles of Association for the election of the members of the
Board ensures the appointment of at least one director taken
from the list which has obtained the second greatest number
of votes and which is not in any way associated with the
shareholders who have presented or voted for said list.
Up until the meeting held on 27 and 28 February 2008, the
Board comprised eight Directors, two executive and six non-
executive; the latter include two independent directors.
At present, the Board is made up of five Directors, one executive
and four non-executive.
Mario Rosso, Chief Executive Officer and Chairman, is the only
Director with executive powers.
As envisaged by Article 3.2 of the Code, at the time of
appointment and in any event once a year when this Report is
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