Tiscali 2009 Annual Report Download - page 62

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Meetings during
second half of 2009 30.07.09 17.08.09 27.08.09 21.09.09 07.10.09 12.11.09 11.12.09 21.12.09 Media
Directors present 535554453.9
Percentage 100% 60% 100% 100% 100% 80% 80% 100% 90%
Statutory Auditors
present 223333332.75
Percentage 67% 67% 100% 100% 100% 100% 100% 100% 92%
On 21 December 2009, the Board of Directors approved the calendar of its meeting for the year 2010.
The 2010 meetings timetable is as follows:
• 23 March 2010 (Approval of the draft Financial Statements as at the 31 December 2009),
• 11 May 2010 (Approval of the Quarterly Report at 31 March 2010),
• 05 August 200 (Approval of the Half-yearly Report at 30 June 2010),
• 09 November 2010 (Approval of the Quarterly Report at 30 September 2010).
Appointment of Directors
Article 11 (Board of Directors) of the Articles of Association specifies a voting list for the appointment of
Directors, guaranteeing the appointment of a certain number of Directors from those listed who have not
obtained the majority of votes, and ensuring transparency and correctness of the appointment procedure.
The right to present electoral lists is granted to Shareholders that alone or together with other Shareholders
represent at least the percentage of the Share equity stated in the applicable regulations. This mechanism
ensures, therefore, that even minority Shareholders have the power to submit their own lists. Everyone with
a voting right may vote for one list only.
The election of Directors proceeds as follows: (a) five sevenths of Directors are appointed from the list
receiving the majority of votes expressed by Shareholders; (b) the remaining Directors are appointed from
the other lists. For this purpose, the votes obtained by the lists are progressively divided by one, due, three,
four, five, etc, according to the number of Directors to be elected. The quotients obtained thus are then
progressively assigned to candidates on each list, in accordance with their respective order. The quotients
assigned to candidates on the various lists are compiled into a single list in descending order.
Those elected are the candidates with the highest quotients, in any event after appointment of the candidate
first on the list receiving the second highest number of votes, and who is in no way connected with that
first list, and after the appointment of one or two independent directors, depending on whether the Board
comprises more or less than seven members, in accordance with Italian Law No. 262/2005, as amended
by Italian Legislative Decree No. 303/2006.
Pursuant to the aforementioned Article 11 (Board of Directors), the list of nominations must be filed at the
Company’s registered office at least ten days prior to the date of the next Shareholders’ Meeting, together
with the professional CVs of individuals appearing on the lists and a declaration from each accepting
their candidature and declaring the inexistence of reasons for ineligibility or incompatibility and that the
honourable and professional qualifications required under applicable law and by the Articles of Association
are substantially in line with the principles and application criteria contained in Article 6 of the Code.
Corporate Governance Report and Ownership Structure