Tiscali 2009 Annual Report Download - page 34

33
Following the resignation of Chairman of the Board of Statutory Auditors Aldo Pavan on 12 November 2009,
the Chairman’s post was temporarily held by Deputy Auditor Giuseppe Biondo, appointed from the same list
as the outgoing Chairman. On 21 December 2009, the Ordinary Shareholders’ Meeting supplemented the
Board of Statutory Auditors, replacing the outgoing Chairman Aldo Pavan with the first of the non-elected
members of said list, Paolo Tamponi.
Decision of the Dutch Supreme Court in relation to World Online International
On 29 November 2009, Dutch Supreme Court ruled on the proceedings launched by VEB, an association
of Dutch shareholders, against World Online International N.V (“WOL”), a subsidiary of Tiscali S.p.A.
(“Tiscali”), following the stock market listing of WOL in March 2000. The Dutch Supreme Court upheld the
decision of the Amsterdam Court of Appeal in May 2007, which affirmed that the listing prospectus was
incomplete in some of its parts and that WOL would need to adjust some of the information reported by the
media, particularly regarding the shareholding held by its former CEO and some optimistic statements on
the company’s future. In addition, the Supreme Court stated in its ruling that the listing prospectus should
have indicated the price at which, three months before listing, a certain number of WOL shares had been
sold to third parties. WOL noted with satisfaction the fact that the Supreme Court had rejected all other
claims made by VEB during the proceedings. Finally, it is important to underline that the proceedings before
the Supreme Court were exclusively aimed at establishing whether WOL had generally acted in a misleading
manner towards the average investor in the period of time immediately before and after listing on the stock
market. In particular, during said proceedings, it was not determined whether WOL’s conduct could have
actually influenced investors’ decisions regarding the investment or whether, as already presented to the
market, the investors had the right to claim damages or not. As of today, no court had ruled on the matter.
Appointment of members of the Board of Directors and integration of the Board of Statutory Auditors
On 21 December 2009, the Shareholders’ Meeting elected the new Tiscali S.p.A. Board of Directors,
composed as follows: Renato Soru, Gabriele Racugno, Luca Scano, Victor Uckmar (Independent Director)
and Franco Grimaldi (Independent Director). In addition, the Shareholders’ Meeting also resolved that the
company Directors will remain in office for three years, up to the date of the Shareholders’ Meeting called
to approve the 2011 financial statements and approved the gross annual fee of each Director of EUR
25,000.
The Shareholders’ Meeting also approved the proposed integration of the Board of Statutory Auditors,
assigning Mr. Paolo Tamponi the role of Chairman of the Board of Statutory Auditors up to the date of the
Shareholders’ Meeting called to approve the financial statements at 31 December 2011 and also confirming
Mr. Giuseppe Biondo as a Deputy member of the Board of Statutory Auditors up until said date. At the same
time, the Shareholders’ Meeting fixed the annual emolument of the Chairman of the Board of Statutory
Auditors on the basis of the professional fees of accountants, plus 50%.
Luca Scano was also appointed as the Executive in charge of drawing up the company’s accounting
documents.
Report on operations