Tiscali 2008 Annual Report Download - page 49

Shareholders are only entitled to present lists if, alone or together
with other shareholders, they can prove that they hold at least
the percentage of the share capital envisaged by applicable
legislation (currently 4.5% of the ordinary shares). Each list must
indicate five candidates in descending order of professional
seniority. Each Shareholder may submit, or jointly submit, one
list only and each candidate may be listed in one list only or be
disqualified. The list of nominations must be filed at the Company’s
registered offices at least ten days prior to the date of the next
Shareholders' Meeting in first calling, together with the professional
CVs of individuals appearing on the lists and a declaration from
each accepting the candidature and declaring the inexistence of
reasons for ineligibility or incompatibility and that the honourable
and professional qualifications required under applicable law and
by the Articles of Association are met.
Each shareholder may vote for one list. They are elected as follows:
two Statutory Auditors and two Deputy Auditors are elected, in
the order in which they appear on the list receiving the most
votes. The third Statutory Auditor is the first candidate on the list
receiving the second highest number of votes. In accordance
with Italian Law No. 262/2005, as amended by Italian Legislative
Decree No. 303/2006, the person appearing first on the list
receiving the second highest number of votes is appointed
Chairman of the Board of Statutory Auditors.
On 18 May 2006, the ordinary shareholders’ meeting applied
the list voting mechanism described above to appoint the
current Board of Statutory Auditors, which will remain in office
until the date of the shareholders’ meeting called to approve
the annual financial statements at 31 December 2008. During
these meetings, a total of two lists were presented.
The first list, presented by the shareholder Renato Soru (holder
at the time of a 25% equity investment), proposed the following
candidates:
•Massimo Giaconia
•Piero Maccioni
•Andrea Zini
•Rita Casu
•Giuseppe Biondo
The second list, presented jointly by the shareholders
Haselbeech Holdings N.V. (together holders of a 6.9% equity
investment) and Mallowdale Corporation N.V., proposed the
following candidates:
•Aldo Pavan
•Alberto Pregaglia
•Paolo Tamponi
•Simonetta Fadda
•Riccardo Delisa
Aldo Pavan, Piero Maccioni and Massimo Giaconia were elected
as Statutory Auditors. Rita Casu and Andrea Zini were elected
as Deputy Auditors. Aldo Pavan was elected Chairman of the
Board of Statutory Auditors.
The Statutory Auditor Massimo Giaconia handed in his
resignation during the first half of 2008 and was replaced by
the Deputy Auditor Andrea Zini; therefore, the Board of Statutory
Auditors is currently made up of Aldo Pavan (Chairman), Piero
Maccioni and Andrea Zini (Statutory Auditors), and Rita Casu
(Deputy Auditor).
Requisites
Article 18 (Board of Statutory Auditors) of the Articles of Association
envisages that at least one of the Statutory Auditors and at least
one Deputy Auditor, must be chosen from those listed in 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 total years of 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 authoritativeness
of the members of the Board of Statutory Auditors.
Activities
The members of the Board of Statutory Auditors operate
independently, in constant liaison with the Internal Audit
Committee, regularly attending its meetings, and with the Internal
Audit Department, in accordance with the principles and
application criteria indicated in Article 10 of the Code.
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 Committee
and Remuneration Committee..
Internal Audit Committee (see reference)
With regard to the Internal Audit Committee, reference should
be made to the subsequent Section on page 50 of this Report.
Remuneration Committee
Since March 2001, the Company’s Board of Directors has set up
CORPORATE GOVERNANCE REPORT
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