Tiscali 2012 Annual Report Download - page 30

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Annual financial report as at 31 December 2012
Date File Name Status Page
-
Annual Report as at 31
December 2012 30
Adopted model
In relation to the system of management and control, the Company has adopted the traditional model,
which envisages the presence of the Board of Directors and the Board of Statutory Auditors; the
Company believes that this system permits a clear division of the roles and responsibilities entrusted to
the directors and auditors and efficient management of the Company.
Directors and Auditors, and the company appointed to audit the accounts
The governing bodies are the Board of Directors, the Board of Statutory Auditors and the Shareholders’
Meeting.
Board of Directors
The shareholders’ meeting held on 21 December 2009, had appointed the Board of Directors made up
as follows: Renato Soru (Chairman and Chief Executive Officer), Gabriele Racugno, Victor Uckmar,
Franco Grimaldi and Luca Scano (Directors), and Luca Naccarato, Company Secretary. The mandate
of the afore-mentioned Board expired with the approval of the financial statements for the 2011
accounting period.
On 15 May 2012, the shareholders’ meeting called for the approval of the financial statements as of 31
December 2011, took steps to renew the Board which will expire with the approval of the 2014
financial statements.
Chairman and Chief Executive Officer Renato Soru
Directors Gabriele Racugno
Luca Scano
Victor Uckmar
Franco Grimaldi
Company Secretary Luca Naccarato
The office of Chairman and the powers of the Chief Executive Officer were granted to Renato Soru
during the Board Meeting held on 15 May 2012. Subsequently, further to the resignation of the
Director Victor Uckmar in August 2012, during the meeting held on 28 August 2012 the Board took
steps to co-opt Ms. Assunta Brizio, independent director, who will fall from office at the same time as
of the shareholders’ meeting called to resolve on the approval of the 2012 financial statements.
Board of Statutory Auditors
The Shareholders’ Meeting held on 21 December 2009, had taken steps to supplement the Board of
Statutory Auditors, replacing the outgoing Chairman of the previous Board of Statutory Auditors, Aldo
Pavan, with the first of those not elected from the same list, Paolo Tamponi; therefore, the Board