Tiscali 2008 Annual Report Download - page 52

CORPORATE GOVERNANCE REPORT
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only, if the number of votes cast is equal, then the independent
Director has the casting vote.
The entire Board of Statutory Auditors is always invited to attend
committee meetings.
The Chairman of the Internal Audit Committee may invite the
CEO and other parties, e.g. the independent auditing firm, the
General Manager, if appointed, and the CFO, to Committee
meetings in relation to specific items on the agenda for which
their presence may prove useful.
Meetings of the Internal Audit Committee are normally held prior
to Board of Directors’ meetings scheduled for approval of the
quarterly, half-year and draft annual reports, and in any event at
least once every six months. The Chairman of the Internal Audit
Committee ensures that the committee members receive the
necessary documentation and information well in advance of the
meeting, unless necessity and urgency prevail. Minutes of the
meetings are in any event summarised in writing.
Up until 28 February 2008, the Internal Audit Committee
comprised two members, Vittorio Serafino (Chairman of said
Committee), Chairman of the Board of Directors and non-
executive Director, and Gabriele Racugno, non-executive and
independent Director.
Following the resignation of the Director, Gabriele Racugno,
during the Board meeting held on 27 and 28 February 2008,
the Internal Audit Committee was temporarily wound-up. As a
result of the meeting of the new Board of Directors held on 12
May 2008, the Internal Audit Committee was re-established
with the directors Umberto De Iulio and Arnaldo Borghesi, the
latter resigning on 25 February 2009.
At present on a temporary basis the Internal Audit Committee
comprises the sole director Umberto De Iulio, since the
composition of the new board is currently being established.
During 2008, the Internal Audit Committee met four times on
the following dates: 10 January, 27 February, 10 October, and
12 November 2008.
The Board of Statutory Auditors attended all these meetings.
5.4 Organization, management and control model
pursuant to Italian Legislative Decree No. 231/2001
The Company adopted the “Organization, management and
control model pursuant to Italian Legislative Decree No.
231/2001”, up-dated last by means of the resolution of the
Board of Directors dated 21 December 2005, in force as from
1 March 2006; the Supervisory Body operates without
interruption with regard to its supervisory activities on the
functioning and observance of said Model.
Legislative innovations over the last few years, which introduced
new offences presumed within the sphere of the administrative
liability of the bodies, have been considered within the sphere of
periodic risk assessments, which have not highlighted any
significant criticalities for the specific classes of offences, such
that the Model would require immediate up-dating. At the end
of 2008, in consideration of the numerousness of the new types
of offences and taking into account the intrinsic benefit deriving
from the greater organizational stability, a project was therefore
launched for the overall review of the Model, with the support of
a consulting firm specialized in this subject matter, with the aim
of being concluded by the end of the first half of 2009.
Note that, in consideration of its specificities and its particular
exposure to risk, the main Italian subsidiary, Tiscali Italia S.p.A.,
has also adopted its own "Organization, management and control
model", by means of resolution of the Board of Directors dated
28 March 2006, taking steps at the same time to appoint the
Supervisory Body envisaged therein. The afore-mentioned review
project underway also envisages the necessary up-dating of the
Tiscali Italia S.p.A. Model.
Related Parties
It is Company practice to keep transactions with related parties
(i.e. operations considered such pursuant to Consob
Communication No. 2064231 of 30 September 2002) to a
minimum. Any transactions of this nature are in any event
conducted in such a way as to ensure compliance with legal
and procedural standards, as indicated by the principle
pursuant to Article 9 of the Code.
On approval of transactions with related parties in which
Directors may have a direct or indirect interest, the latter must
inform the Board of Directors of their interest and leave the
board room during the vote.
Lastly, pursuant to Article 14 (Powers of the Board of Directors)
of the Articles of Association, the Board of Directors must inform
the Board of Statutory Auditors in writing, by post or via e-mail,
of any transactions involving a potential conflict of interest.
Handling of confidential information and market communications.
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 correct
disclosure, Company conduct adheres to principles identified
in said guidelines, and is committed to communicate with the
market in such a way as to ensure that fairness, clarity, equality