Tiscali 2009 Annual Report Download - page 71

Tiscali Group: Annual Report 2009
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8.4 Organization, management and control model pursuant to Italian Legislative Decree
no. 231/2001
The Company has opted for the “Model of organisation, management and control under Italian Law Decree
231/2001”, last updated by a resolution of the Board of Directors on the 21 December 2005 and in force
since 1 March 2006; the Supervisory body operates without any continuity solution on its own supervisory
work on the operation and compliance of the model itself.
The legislative re-enactments of the last few years that have introduced new crimes with regard to the
administrative responsibility for bodies, have been considered in the context of periodic risk assessments,
which have not revealed any significant critical classes of crime, so as to demand an immediate updating
of the Model. At the end of 2008, in consideration of the numerous new occurrences of crime and taking
account of the intrinsic benefits arising from increased organisational stability, a project for the overall
updating of the Model was launched, with the initial support of a company specialised in this area. This
updating process is still in progress in accordance with the new demands arising from the reduction of the
Group’s extent which took place in 2009 and its completion is expected during the course of 2010.
It is stressed that the main controlled company under Italian Law, Tiscali Italia S.p.A. has also adopted, in
consideration of its own features and its own exposure to risk, its own “Model of organisation, management
and control” by a resolution from the Board of Directors on the 28 March 2006, and accordingly appointing
a Supervisory Body required thereunder. The updating project in progress, referred to above, also includes
the required updating for the Tiscali Italia S.p.A. Model.
Related Parties
It is Company practice to keep transactions with related parties (i.e. operations considered such pursuant
to Consob Communication No. 2064231 of 30 September 2002) to a minimum. Any transactions of this
nature are in any event conducted in such a way as to ensure compliance with legal and procedural
standards pursuant to Article 9 of the Code.
On approval of transactions with related parties in which Directors may have a direct or indirect interest, the
latter must inform the Board of Directors of their interest and leave the board room during the vote.
Lastly, pursuant to Article 14 (Powers of the Board of Directors) of the Articles of Association, the Board of
Directors must inform the Board of Statutory Auditors in writing, by post or via e-mail, of any transactions
involving a potential conflict of interest.
In the meeting of the Board of Directors held on the 26 March 2010 to overall Regulations on Related
Parties were approved, and published in the section for “investor relations” on the Company website at
www.tiscali.it.
Handling of confidential information and market communications. Investor Relations office
The Company has an Investor Relations Office responsible for communications with shareholders and institutional
investors. The Investor relations office arranges, amongst other things, for the wording of press releases and in
accordance with the type of communique, it carried out the internal approval procedure jointly with the Legal and
Company Affairs department. Furthermore, it concerns itself with publication, including by means of a network
of qualified outside companies that carry out such work professionally.
Disclosure is ensured not only by means of press releases, but also via periodic encounters with institutional