Tiscali 2009 Annual Report Download - page 54

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8.
Corporate Governance Report
and Ownership Structure
8.1 Foreword
In pursuance of Article 123 bis of Italian Legislative Decree No. 58/1998, as implemented by Article 89 bis of
the Issuers’ Regulations, adopted by Consob under resolution No. 11971 of 14 May 1999, and the current
Instructions to the Regulations for Markets organized and run by Borsa Italiana S.p.A., Article IA.2.6, listed
companies are obliged to draw up an annual disclosure report on their Corporate Governance system and
on compliance with the Code’s recommendations (as defined below). This report must be made available to
the shareholders at least 15 days before the shareholders’ meeting for the approval of the annual financial
statements and forwarded at the same time to Borsa Italiana S.p.A. who will make it available to the general
public. The report is also published in the “investor relations” section on the Company website: www.tiscali.com.
Fulfilling the prescribed obligation and with the intention of providing extensive corporate disclosure to the
shareholders and the investors, Tiscali S.p.A.’s (“Tiscali” or the “Company”) Board of Directors has drawn up
this report (the “Report”), in compliance with the guidelines published by Borsa Italiana S.p.A. and in light of
the indications provided by Assonime in this connection.
Therefore, the Report is split into two parts. In the first part the model of corporate governance adopted by
Tiscali is illustrated and the governing bodies are described along with the shareholdings and other information
under Article 123 bis of Italian Law Decree 58/98 as referred to above. The second part by contrast provides
detailed disclosure regarding compliance with the Code’s recommendations by means of a comparison
between the choices made by the Company and said recommendations of the Code.
8.2 Part I: Corporate Governance Structure
General principles
The term Corporate Governance defines the series of processes for managing the corporate activities with
the aim of creating, protecting and increasing the value for the shareholders and investors over time. These
processes must ensure the achievement of the corporate objectives, the maintenance of socially responsible
conduct, transparency and responsibility vis-à-vis the shareholders and the investors.
In order to ensure the transparency of management’s operations, correct market disclosure and protection
of the socially relevant interests, the corporate governance system adopted by Tiscali fully draws on the
recommendations of the Code of Conduct (the “Code”), drawn up by the Corporate Governance Committee,
March 2006 edition. The Company adopts practices and principles of conduct, formalized in procedures
and codes, in line with Borsa Italiana S.p.A.’s indications, CONSOB recommendations and with the best
practice seen at national and international level; furthermore, Tiscali has equipped itself with an organizational
structure suitable for correctly handling business risks and potential conflicts of interest which may occur
between Directors and shareholders, majority and minority.
Corporate Governance Report and Ownership Structure