Tiscali 2009 Annual Report Download - page 66

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Umberto De Iulio. The Committee has expressed an opinion of compliance with regard to the management
contract for the managing Director Renato Soru, approved by the Board on the 12 November 2009.
During the meeting of the board of Directors on the 21 December 2009, the newly elected Board re-formed
within itself the Remuneration Committee, made up of the two independent Directors, Franco Grimaldi and
Victor Uckmar, in addition to the Director Gabriele Racugno, who holds no executive role in the Company or
in the Group. The function of Committee Chairman was given to the Director Franco Grimaldi.
Appointments Committee
The Board of Directors has not deemed it necessary to set up an Appointments Committee in so far as the vo-
ting list system as defined in Article 11 (Board of Directors) of the Articles of Association ensures the protection
of minority Shareholders’ rights. In addition, the voting list system requires proposals for the appointment of
Directors to be submitted by Shareholders subject to candidate suitability selection.
Internal auditing
Back in October 2001, the Company formalized the internal audit organizational set-up. Following the
amendments to the Code of Conduct for listed companies and the suggestions of Borsa Italiana S.p.A., on
25 March 2004 the Board of Directors took steps to up-date the organizational set-up of the Company’s
internal audit system, on the basis of a proposal made by the Internal Audit Committee 24 March 2004. The
current internal audit set-up is in line with the matters envisaged by the principles and applicative criteria
contained in Article 8 of the Code.
Internal audit system
The internal audit system is the set of processes dedicated to monitoring efficiency of Company operations,
the reliability of its financial data, the observance of laws and regulations, and the safeguarding of Company
assets.
The internal audit system is the responsibility of the Board of Directors, which sets guidelines for the system
and periodically verifies its adequacy and correct functioning, ensuring that the main business risks are
identified and appropriately managed.
The Director appointed to this task identifies the main business risks, submits them for the attention of the
Board of Directors and implements the Board’s recommendations by developing, managing and monitoring
the internal audit system. He is assisted in this task by an Internal Audit Coordinator, appointed by the
Managing Director on the recommendation of the Internal Audit Committee. The Coordinator is equipped
with all means necessary to perform this support role.
The Internal Audit Coordinator has no line manager, and reports directly to the Managing Director, the
Internal Audit Committee and the Board of Statutory Auditors at least once every three months.
The Internal Audit Coordinator was identified as the person with operational responsibility for coordinating
activities within the Internal Audit department, since he has no direct line manager and is in possession of
the professional skills necessary to perform his duties as recommended by the Code.
To further reinforce the requirement of independence, the Internal Audit Coordinator and therefore also the
Internal Audit department, report to the Chairman of the Internal Audit Committee. From an administrative
Corporate Governance Report and Ownership Structure