Tiscali 2009 Annual Report Download - page 59

Tiscali Group: Annual Report 2009
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8.3 1.3 Part II: Disclosure on compliance with the recommendations contained in the
Code of Conduct for Listed Companies
Board of Directors
Role
The Board of Directors has a prominent role to play in Company life, being the body responsible for running
the Company, providing strategic and organizational guidelines and, as such, for identifying Company
objectives and monitoring their achievement.
This body is invested with all ordinary and extraordinary powers of administration pursuant to Article 14
(Powers of the Board of Directors) of the Company’s Articles of Association.
The Board of Directors examines and approves strategic, industrial and financial plans for the Company
and the Group to which it belongs, and reports to the Board of Statutory Auditors on a quarterly basis on
activities carried out by the Company or its subsidiaries and operations which are of major significance from
an economic, financial and balance sheet perspective.
The powers and duties exercised by the Company’s Board of Directors in its role as provider of strategic
guidelines, supervisor and monitoring body for Company Activities, as set out in the Company’s Articles of
Associations and implemented in corporate codes of practice, are largely consistent with what is laid down
by Article 1 of the Code.
Composition
Article 10 (Company Administration) of the Articles of Association states that the Board of Directors may
comprise between three and eleven members, as decided by the Shareholders’ Meeting.
At the date of the present Report, the Board of Directors is made up of five members.
The Board of Directors also includes the Internal Audit Committee and Remuneration Committee.
Chairman of the Board of Directors and Chief Executive Officer
In accordance with the Company’s Articles of Association, the Chairman of the Board of Directors calls and
conducts board meetings and coordinates its activities. For Board meetings, the Chairman ensures that
Board Members receive all necessary documentation, well in advance, to allow the Board to knowledgeably
discuss subjects under examination.
The Articles of Association also state that the Board of Directors, within legal limits, may appoint one or more
Chief Executives, establishing powers to be granted to them, within legal limits.
The Board of Directors has granted executive powers to the Managing Director. The powers of the managing
Director may be exercised up to a value of EUR 25 Million.
The Chairman and Managing Director report to other Directors and to the Board of Statutory Auditors during
Board meetings held at least once a quarter and at other times, on operations of significant economic
or financial value performed by the Company or its subsidiaries. Furthermore, they provide the Board of
Directors meetings with adequate and on-going information on atypical or unusual transactions for which
approval does not rest with the Board, and on significant transactions implemented within the scope of