Tiscali 2009 Annual Report Download - page 65

Tiscali Group: Annual Report 2009
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Requirements
Article 18 (Board of Statutory Auditors) of the Articles of Association envisages that at least one of the
Statutory Auditors and at least one Deputy Auditor, must be chosen from those listed on the official register
of auditors with at least three years’ experience in the auditing of accounts. Auditors failing to meet the
aforementioned condition must have a total of at least three consecutive years’ experience in specific
company purpose-related duties and, in any event, in the telecommunications sector. The aforementioned
article also states that Auditors who are already Statutory Auditors for more than five listed companies may
not be appointed.
In the specific “investor relations” section of the website www.tiscali.it, the Company publishes the
professional résumés of its Statutory Auditors, so that the shareholders and investors can assess the
professional experience and the authoritativeness of the members of the Board of Statutory Auditors.
Activities
The members of the Board of Statutory Auditors operate independently, in constant liaison with the Internal
Audit Committee, regularly attending its meetings, and with the Internal Audit Department, in accordance
with the principles and application criteria indicated in Article 10 of the Code.
Board of Directors internal committees
In accordance with the provisions of Article 5 of the Code, the Board of Directors has set up its own Internal
Audit Committee and Remuneration Committee.
Internal Audit Committee (see reference)
With regard to the Internal Audit Committee, reference should be made to Section 6.2. of this Report.
Remuneration Committee
Since March 2001 the Company’s Board of Directors has set up its own Remuneration Committee, as
recommended by Article 7 of the Code and relevant application criteria.
The Board of Directors also approved Remuneration Committee Regulations which envisaged that said
committee should comprise three members, mainly chosen from among the Board members without
executive functions. A Chairman is elected from among the members, by means of majority vote. The
Committee makes proposals to the Board of Directors for the remuneration of the Managing Directors
and those who cover specific offices, as well as, upon the indication of the Managing Directors, for the
determination of the criteria for the remuneration of the Company’s senior management. The committee is
also responsible for making proposals concerning any stock option plans of the Company and the related
execution. As part of its functions, the Committee may avail itself of outside consultants, at the Company’s
expense. The Committee meets when it considers it necessary, upon the request of one or more members.
The provisions of the Articles of Association, in as far as they are compatible, apply for the calling of said
committee and the business of its meetings.
Until 25 February 2009, the Remuneration Committee was made up of the Directors Francesco Bizzarri,
Umberto De Iulio and Arnaldo Borghesi. Following the resignation of the Director Arnaldo Borghesi, which
took place on 25 February 2009, the Committee was made up of Francesco Bizzarri, who chaired it and