Tiscali 2009 Annual Report Download - page 64

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must indicate five candidates in descending order of professional seniority. Each Shareholder may submit,
or jointly submit, one list only and each candidate may be listed in one list only or be disqualified. 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 in first calling, together with the professional CVs of individuals appearing on
the lists and a declaration from each accepting the 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 met.
Each shareholder may vote for one list. They are elected as follows: two Statutory Auditors and two Deputy
Auditors are elected, in the order in which they appear on the list receiving the most votes. The third Statutory
Auditor is the first candidate on the list receiving the second highest number of votes. In accordance with
Italian Law No. 262/2005, as amended by Italian Legislative Decree No. 303/2006, the person appearing
first on the list receiving the second highest number of votes is appointed Chairman of the Board of Statutory
Auditors.
On 30 April 2009, the ordinary shareholders’ meeting applied the voting list mechanism described above for
the appointment of the current Board of Statutory Auditors, which will remain in office until the date of the
meeting called to approve the annual financial statements at 31 December 2011. Two lists were presented
in total during said shareholders’ meeting.
The first list, presented by the shareholder Renato Soru, proposed the following candidates:
• Piero Maccioni
• Andrea Zini
• Valeria Secchi
• Rita Casu
• Andrea Cadeddu
The second list, presented jointly by the shareholders Haselbeech Holdings N.V. and Mallowdale Corporation
N.V. (with a total shareholding of 6.19%), proposed the following candidates:
• Aldo Pavan
• Paolo Tamponi
• Simonetta Fadda
• Giuseppe Biondo
• Marco Racugno
Aldo Pavan, Piero Maccioni and Andrea Zini were elected as Statutory Auditors. Rita Casu and Giuseppe
Biondo were elected as Supplementary Auditors. Aldo Pavan was elected Chairman of the Board of Auditors.
The Chairman of the Board of Statutory Auditors, Aldo Pavan presented his own resignation during the
meeting of the Board of Directors on the 12 November 2009 and was replaced by Giuseppe Biondo, a
Supplementary Auditor appointed from the same list from which the outgoing Chairman had come. On
the 21 December 2009, the General Meeting of Shareholders added to the Board of Statutory Auditors by
replacing the outgoing Chairman Aldo Pavan with the first person not elected from the same list, Paolo
Tamponi. The Board of Statutory Auditors is thus currently made up of Paolo Tamponi (Chairman) Piero
Maccioni and Andrea Zini (Statutory Auditors) and Rita Casu and Giuseppe Biondo (Supplementary
Auditors).
Corporate Governance Report and Ownership Structure