Tiscali 2009 Annual Report Download - page 210

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Relazione del collegio sindacale
accounting system as well as its reliability of the latter to present management facts correctly, by
obtaining information from respective department managers, examining corporate documents, and
analyzing the results of the work carried out by the independent auditing company, while overseeing the
activity of the internal audit manager. In this regard we have no particular comments to report.
• The Company has adopted the “Model for Organization, Management and Control pursuant to
Legislative Decree No. 231/2001”. During the financial year, the Board of Statutory Auditors reported
the need to re-establish full operational functionality according to this model, including the joint nature
of the oversight body, which currently consists only of the internal audit manager. We note that the
process of updating the organization model is in progress at this time, and will include the new cases
of violations introduced with the most recent legal provisions.
• There have been no significant intercompany transactions reported to us pursuant to Article 150 of
Legislative Decree No. 58/98.
• We did not detect the existence of unusual or atypical transactions with third parties, companies of the
group or related parties. We note the existence of non-recurring transactions tied to the restructuring of
financial debt, the effects of which are described in the consolidated financial statement under “Non-
recurring transactions”.
• Transactions with related parties were broken down in the management report, where the asset and
business values were summarized; see the specific paragraph in the consolidated financial statement,
entitled “Transactions with related parties”.
• No violation reports were received pursuant to Article 2408 of the Civil Code, nor were there claims by
third parties.
• Pursuant to Article 150, Paragraph 2, of Legislative Decree No. 58/98, we held meetings with
representatives of the Independent Auditing Firm and no significant data or information emerged which
must be shown in this report.
• The audit company Reconta Ernst & Young SpA is issuing its own reports on the company and
consolidated financial statements, which contain information about business continuity and about
some disputes that could be significant, concerning which we refer you to the aforesaid reports. We
believe that the aforesaid information does not require additional comment on our part.
• In compliance with Article 149, No. 1(c)bis of Legislative Decree No. 58/98, we take note that in their
Report on Corporate Governance, the Directors specified that the Tiscali group adheres to and complies
with the Code for Self-Governance for Italian listed companies published in March 2006. We clearly noted
compliance with the standards required by the aforesaid Code; in its various aspects, this compliance is
the subject of the Report on Corporate Governance which the Board of Directors has made available to
you, to which we refer you for more up-to-date and complete information on the subject.
• As indicated in the Report on Corporate Governance, we note that for almost all of 2009, the Internal
Audit Committee consisted of only one member. The Committee was therefore re-established in
December 2009, following the appointment of the new Board of Directors.
• During 2009, Reconta Ernst & Young SpA and other entities belonging to its network provided various
professional services other than auditing the company and consolidated financial statements. Total fees
accruing for 2009 may be summarized as follows:
Euro/000
Accounting audit (company and consolidated financial statements) 561
Other services (prospectus, etc.) 407
Total 968
• During the accounting year, the Board of Statutory Auditors issued its own observations pursuant to