Tiscali 2009 Annual Report Download - page 63

Tiscali Group: Annual Report 2009
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In the event of resolution to appoint individual members of the Board of Directors, the voting list appointment
mechanism is not applicable, Article 11 (Board of Directors) of the Articles of Association specifying its use
only in the event of integral renewal of the Board.
Based on the provisions of the aforementioned Article 11 (Board of Directors) and in the light of the above
considerations, it was not considered necessary to establish a special Appointments Committee in that
the Directors’ appointment mechanism ensures an impartial and fair system with respect to minority
shareholders.
The report on management attached to the financial statements for the year to 31 December 2009 contains
an information summary on the system of remuneration for the Directors (see the note “Remuneration of
Directors, Statutory Auditors and managers with strategic responsibilities” in the 2009 financial statement).
Shareholders’ meetings
Consistent with the principles and application criteria contained in Article 11 of the Code, the Company
encourages and facilitates the participation of Shareholders in meetings, providing any Company-related
information requested by the Shareholders in accordance with regulations governing price-sensitive com-
munications.
To facilitate the receipt of information and attendance at meetings by its Shareholders, and to facilitate
access to documentation which, in accordance with law must be made available to them at the registered
office when meetings are due to be held, the Company has made said information available in a special
“investor relations” Article of its website www.tiscali.it, allowing said information to be downloaded in elec-
tronic format.
As indicated in application criteria 5 of Article 11 of the Code, on 16 July 2001 the Shareholders’ Meeting
adopted its own AGM Regulations, also available on the Company website.
The Board of Directors believes that minority Shareholders’ prerogatives have been respected when adop-
ting resolutions, in so far as the current Articles of Association do not provide for majorities other than those
laid down by law.
Within the meanings of Article 2370 of the Italian Civil Code and of Article 8 (Speaking at Shareholders’
Meetings) in the Articles of Incorporation, Shareholders may speak at Shareholders’ Meetings from whom
at least to days prior to the date set for the first session of the Meeting notice was served at the Company
sent by an authorised intermediary under the terms of current regulations, attesting to the ownership of the
shares and the voting rights in addition to any voting proxies.
Board of Statutory Auditors
Appointment and composition
Consistent with Article 10.1 of the Code, in relation to the appointment of Statutory Auditors, Article 18 (Board
of Statutory Auditors) envisages a voting list system which guarantees the transparency and correctness of
the appointment procedure and protects minority Shareholders’ rights.
Shareholders are only entitled to present lists if, alone or together with other shareholders, they can prove
that they hold at least the percentage of the share capital envisaged by applicable legislation. Each list