Tiscali 2009 Annual Report Download - page 209

Tiscali Group: Annual Report 2009
208
13.
Reports
Report of the board of statutory auditors to the shareholders’
Meeting pursuant to article 153 of legislative decree no. 58/98 and
Article 2429, paragraph 3, of the civil code.
To the Shareholders’ Meeting of Tiscali SpA
During the financial year ending at 31 December 2009, we carried out our legally required oversight activity in
accordance with the Code of Conduct for Boards of Statutory Auditors recommended by the National Council
of Chartered Accountants.
While detailed analysis of the contents of the financial statement is not assigned to us, we report that we
oversaw the general entries made to it and its compliance with the law in terms of preparation and structure.
In compliance with the CONSOB Notice of 6 April 2001, as implemented by the Notices of 4 April 2003 and
7 April 2006, we report as follows:
• We monitored compliance with the law and the Company Articles of Association.
• We obtained the required information from the Directors on activity and on transactions of major
business, financial or equity significance, carried out by the Company or its subsidiaries, and we can
reasonably assure you that the actions that were approved and implemented comply with the law,
the bylaws and general criteria of business functionality, and therefore are not manifestly imprudent,
hazardous or potentially in conflict of interest or contradictory to the decisions taken by the Shareholder
Meeting, or likely to compromise the integrity of shareholder equity.
• Within our jurisdiction, we looked into and oversaw the adequacy of the organization of the Company,
compliance with the principles of correct administration and the adequacy of the provisions issued by
the company to its subsidiaries pursuant to Article 114, Paragraph 2 of Legislative Decree No. 58/98,
by collecting information from the various managers and meetings with the independent auditors to
exchange data and significant information. In this regard, we have no special comments to report.
• Article 2 of Law No. 262 of 28 December 2005 introduced a series of changes to Legislative Decree No.
58/98, including the provision in Paragraph 1 of Article 151, allowing the Board of Statutory Auditors
of the Parent Company to request information on the progress of corporate operations or to inquire
directly to administrative and supervisory bodies of subsidiaries about specific affairs. With regard to
Article 2 of Law No. 262, the Board of Statutory Auditors has asked that the Board of Statutory Auditors
of the subsidiary Tiscali Italia SpA send copies of the minutes of its meetings every six months, for the
purposes of obtaining information about the administration and control systems and general trends at
the subsidiary. In this regard, no significant data or information has emerged which must be shown in
this report.
• We assessed and monitored the adequacy of the internal auditing system and the administrative and