Tiscali 2009 Annual Report Download - page 60

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powers and duties conferred upon the Managing Director. Except in cases of necessity or emergency, such
matters are normally also submitted for prior examination by the Board of Directors so that they may decide
upon them in a knowledgeable and considered manner.
Non-executive, minority and independent directors
In compliance with the provisions of Italian Law No. 262/2005, as amended by Italian Legislative Decree
No. 303/2006, the Articles of Association envisage the presence of at least one independent director if the
Board is made up of less than seven members, and at least two independent directors if the Board is made
up of more than seven members.
Furthermore, the list voting mechanism envisaged by the Articles of Association for the election of the
members of the Board ensures the appointment of at least one director taken from the list which has
obtained the second greatest number of votes and which is not in any way associated with the shareholders
who have presented or voted for said list.
Currently the board of Directors is made up of five Directors: Renato Soru, Chairman and Managing Director,
is the sole Director with executive powers delegated by the Board.
As indicated in Article 3.2 of the Code, at the time of appointment and in any event once a year when this
Report is prepared, the Board evaluates the Directors’ independence on the basis of information provided by
the Directors themselves, and provides the market with appropriate information in this respect by publishing
said Report.
Until 25 February 2009 Umberto De Iulio and Arnaldo Borghesi were independent Directors, and the latter
then resigned at the same date. At the meeting of the Board of Directors held on the 28 August 2009, the
Board of Directors checked the existence of the independence parameters required by Article 3 of the Code,
with regard to Director Francesco Bizzarri who in the meantime, joined Umberto de Iulio as independent
director.
Currently, following the appointment of the new Board of Directors by the Annual General Meeting on
the 21 December 2009, two of the current Directors, Victor Uckmar and Franco Grimaldi possess the
independence criteria in compliance with the principles and application criteria in Article 3 of the Code and
under Article 148 of the Consolidated Finance Act.
The offices covered by the current Board members in their capacity as directors of other listed companies,
banks or insurance companies or businesses of a significant size, are listed below. None of the Directors
cover roles in boards of statutory auditors of other listed companies, banks or insurance companies or
businesses of a significant size. Even in consideration of the offices covered elsewhere and the part they
play in Company life, the Company believes that the Directors are in a position to dedicate the necessary
time for the diligent performance of their duties as Company directors.
Corporate Governance Report and Ownership Structure