Tiscali 2012 Annual Report Download - page 173

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68
significant data and information, and in this connection we have no particular observations
to make;
d) this Board has obtained periodic information from the Board of Statutory Auditors of the
subsidiary Tiscali Italia SpA with regard to the management and audit systems and the
general performance of the subsidiary company. No significant data or information
emerged in this connection, as would have to be highlighted in this report.
e) We have assessed and overseen the adequacy of the internal audit system and the
administrative-accounting system as well as the reliability of the latter to correctly
represent the operating events, by means of i) the examination of the reports of the
Executive appointed to draw up the corporate accounting documents on the
Administrative and Accounting Set-up and on the Internal Audit System on Corporate
Disclosure produced six-monthly; ii) the examination of the Internal Audit reports; iii) the
dealings with management and with the audit body of the subsidiary Tiscali Italia SpA,
pursuant to Article 151, sections 1 and 2 of Italian Legislative Decree No. 58/98; iv)
participation in the work of the Risk Management Committee, set up within the sphere of
the Board of Directors and made up of three members of which two are independent
members of said board; v) obtaining information from the heads of the respective
divisions; vi) the examination of the company documents and the analysis of the results of
the work carried out by the independent auditing firm. The work carried out has not
revealed any situations or critical aspects which might suggest the Internal Audit System is
inadequate.
f) We have taken note and obtained information on the organisational and procedural
activities entered into as per Italian Legislative Decree No. 231/2011 and subsequent
amendments and additions on the administrative liability of Entities for the offences
envisaged by said legislation. These activities are illustrated in the Report on corporate
governance and ownership structure. The Supervisory Body reported on the activities
carried out during 2012 without indicating events or situations which must be highlighted
in this report;
g) In the report on operations and the explanatory notes to the statutory and consolidated
financial statements - as per the Regulations for carrying out related party transactions,
which came into force on 1 January 2011 - the Board of Directors provided in-depth
illustration of the transactions entered into with subsidiaries and related parties,
clarifying the economic effects. Transactions with related parties have been analytically
indicated in the report on operations where the balance sheet and income statement
balances are summarised; therefore, reference should be made to the specific section in
the consolidated financial statements “Transactions with related parties”. We have not