Tiscali 2009 Annual Report Download - page 33

Tiscali Group: Annual Report 2009
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Approval of the 2008 financial statements and resolution pursuant to article 2446 of the Italian
Civil Code
As already pointed out, on 30 April 2009, the Board of Directors presented the Shareholders’ Meeting called
to resolve the approval of the Financial Statements as at 31.12.2008 with a proposal for the partial covering
of losses accumulated as at 31 December 2008 by Parent Company Tiscali S.p.A. through the full use of
the share premium reserve, retaining the remaining portion of losses equal to EUR 151.831 million. The
Parent Company’s loss recorded in 2008 was entirely attributable to write-downs of equity investments as a
result of annual impairment tests.
As at that date, the Board of Directors did not deem it necessary to increase or reduce share capital, stating
that the loss recorded in the period was determined predominantly by write-downs of equity investments
closely linked to the exceptional market situation, as better described in the directors’ report on operations
to the financial statements for year ended at 31 December 2008.
Appointment of Renato Soru as Tiscali Italia S.p.A. Chairman and CEO
On 13 May 2009, the Tiscali Italia S.p.A. Board of Directors, 100% owned by Tiscali S.p.A., acknowledged
the resignation of Mario Rosso from his post as Chairman and CEO and resolved, upon the proposal of said
Mario Rosso, the co-optation of Renato Soru to the Tiscali Italia S.p.A. Board of Directors. Renato Soru was
appointed Chairman and CEO at the next meeting of the Board of Directors of the Italian subsidiary.
Founding of Tiscali Contact
On 11 September 2009, new company Tiscali Contact s.r.l. was founded, a subsidiary of Tiscali Italia S.p.A.,
whose objective is to insource activities connected with customer technical and administrative support.
Waiving, by former CEO Tommaso Pompei, of the exercise of options as part of the stock options plan
approved in 2007
On 1 October 2009, former Tiscali S.p.A. CEO Tommaso Pompei waived all his purchase options on as many
Tiscali S.p.A. ordinary shares. Said options were assigned to Mr. Pompei as part of the share incentive plan
approved by a resolution of the Tiscali S.p.A. shareholders’ meeting on 3 May 2007 and are due to become
exercisable from 4 May 2010 to 3 November 2010 at a unit strike price of EUR 24.77.
The company proceeded to sell 260,000 treasury shares in several tranches, which were previously
purchased and tied to said share incentive plan.
Change of composition of corporate bodies
At the meeting held on 12 November 2009, Chairman and CEO Mario Rosso resigned from office and
relinquished the powers received to the Board. During the same meeting, the Board appointed Renato
Soru to the office of Chairman of the Board of Directors and delegated the powers of CEO. Subsequently,
at the same meeting, Mario Rosso, Francesco Bizzarri and Massimo Cristofori resigned from their posts of
Director. Consequently, with the majority of its members having resigned, the term of office of the Board of
Directors was extended until the Shareholders’ Meeting of 21 December 2009, which elected a new Board
of Directors.