Tiscali 2012 Annual Report Download - page 34

Annual financial report as at 31 December 2012
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Date File Name Status Page
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Annual Report as at 31
December 2012 34
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4.3 Disclosure on compliance with the recommendations contained in the Code of Conduct
for Listed Companies
Board of Directors
Role
The Board of Directors has a prominent role to play in Company life, being the body responsible for
running the Company, providing strategic and organizational guidelines and, as such, for identifying
Company objectives and monitoring their achievement.
This body is invested with all ordinary and extraordinary powers of administration pursuant to Article
14 (Powers of the Management Body) in the Company’s Articles of Association. The Board of
Directors examines and approves strategic, industrial and financial plans for the Company and the
Group to which it belongs, and reports to the Board of Statutory Auditors on a quarterly basis on
activities carried out by the Company or its subsidiaries and operations which are of major significance
from an economic, financial and balance sheet perspective. The powers and duties exercised by the
Company’s Board of Directors in its role as provider of strategic guidelines, supervisor and monitoring
body for Company Activities, as set out in the Company’s Articles of Associations and implemented in
corporate codes of practice, are largely consistent with what is laid down by Article 1 of the Code.
Composition
Article 10 (Management of the Company) of the Articles of Association states that the Board of
Directors may comprise between three and eleven members, as decided by the Shareholders’
Meeting. As at the date of this Report, the Board of Directors comprised five members. The Board of
Directors also includes a Risk Management Committee and an Appointments and Remuneration
Committee and has identified a Lead Independent Director and the Appointed Director.
Chairman of the Board of Directors and Chief Executive Officer
In accordance with the Company’s Articles of Association, the Chairman of the Board of Directors calls
and conducts board meetings and coordinates its activities. For Board meetings, the Chairman
ensures that Directors receive all necessary documentation, well in advance, to allow the Board to
knowledgeably discuss the business under examination.
The Articles of Association also state that the Board of Directors, within legal limits, may appoint one
or more Chief Executives, establishing the powers within the sphere due to them and within legal
limits. The Board of Directors has granted executive powers to the Chief Executive Officer. CEO
powers may be exercised up to a maximum value of EUR 25 million.
The Chairman and CEO report to the other Directors and to the Board of Statutory Auditors during
Board meetings and on other occasions, held at least once a quarter, on operations of significant
economic or financial value performed by the Company or its subsidiaries. They also provide the
Board of Directors meetings with adequate and on-going information on atypical or unusual
transactions for which approval does not rest with the Board, and on significant operations
implemented within the scope of powers and duties conferred upon the CEO. Except in cases of
necessity or emergency, such matters are normally also submitted for prior examination by the Board
of Directors so that they may decide upon them in a knowledgeable and considered manner.