Tiscali 2009 Annual Report Download - page 55

Tiscali Group: Annual Report 2009
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Adopted model
In relation to the system of management and control, the Company has adopted the traditional model, which
envisages the presence of the Board of Directors and the Board of Statutory Auditors. Notwithstanding the
fact that recent company law reforms have given public limited companies the right to adopt models that
depart from the traditional structure, the Company has decided to keep its system of corporate governance
unchanged in order to guarantee continuity and consistency with the consolidated structure, allowing a
distinct division of roles and powers between governing bodies, in consideration of the provisions of the
Code of Conduct for Listed Companies.
Directors and Auditors, and the company appointed to audit the accounts
At present, the governing bodies are the Board of Directors, the Board of Statutory Auditors and the
Shareholders’ Meeting.
Board of Directors
Up to 25 February 2009 the Board of Directors was made up of: Mario Rosso (Chairman and Managing
Director), Francesco Bizzarri, Arnaldo Borghesi, Massimo Cristofori and Umberto De Iulio (Directors).
On the date of 25 February 2009 the resignation of Director Arnaldo Borghesi was given, and the Board
of Directors in its meeting on the 19 March 2009 arranged to replace him by co-opting Renato Soru.
Afterwards, on the 30 April 2009 the Annual General Meeting of Tiscali S.p.A. appointed Renato Soru as
member of the Board of Directors.
In the meeting of 12 November 2009, the Chairman and Managing Director Mario Rosso put the appointment
and powers to the Board which, at the same meeting, granted Renato Soru the post of Chairman of the
Board of Directors and the powers of Managing Director. Thereafter, still within the same meeting, the said
Mario Rosso, Francesco Bizzarri and Massimo Cristofori gave their resignations as Directors. Accordingly,
since the resignation of the majority of its members has taken place, the Board of Directors has remained
in post by way of extension until the General Meeting of Shareholders on the 21 December 2009, which
elected a new Board of Directors made up of:
Chairman and Managing Director Renato Soru
Directors Gabriele Racugno
Luca Scano
Victor Uckmar
Franco Grimaldi
Company Secretary Luca Naccarato
The post of Chairman and the powers of Managing Director were thus conferred upon Renato Soru in the
Board meeting on the 21.12.2009. The remit of the current Directors shall expire with the approval of the
financial statements for the year 2011.