Tiscali 2012 Annual Report Download - page 38

Annual financial report as at 31 December 2012

Date File Name Status Page
-
Annual Report as at 31
December 2012 38

Appointment of Directors
Article 11 (Board of Directors) of the Articles of Association specifies a voting list for the appointment
of Directors, guaranteeing the appointment of a certain number of Directors from those listed who
have not obtained the majority of votes, and ensuring transparency and correctness of the
appointment procedure. Shareholders are entitled to present lists if, alone or together with other
shareholders, they represent at least the percentage of the share capital envisaged by applicable
legislation. This mechanism ensures, therefore, that even minority Shareholders have the power to
submit their own lists. Everyone with a voting right may vote for one list only.
The appointment of the Directors takes place as follows (a) five sevenths of Directors are appointed
from the list receiving the majority of votes expressed by Shareholders; (b) the remaining Directors are
appointed from the other lists. For this purpose, the votes obtained by the lists are progressively
divided by one, two, three, four, five, etc., according to the number of Directors to be elected. The
quotients obtained thus are then progressively assigned to candidates on each list, in accordance with
their respective order. The quotients assigned thus to candidates on the various lists are compiled into
a single list in descending order. Those elected are the candidates with the highest quotients, in any
event after appointment of the candidate first on the list receiving the second highest number of votes,
and who is in no way connected with that first list, and after the appointment of one or two
independent directors, depending on whether the Board comprises more or less than seven members,
in accordance with Italian Law No. 262/2005, as amended by Italian Legislative Decree No. 303/2006.
Pursuant to the aforementioned Article 11 (Board of Directors), the lists containing the proposals for
appointment to the office of Director must be filed at the Company’s registered office at least twenty-
five days prior to the date envisaged for the Shareholders' Meeting, together with the professional CVs
of individuals appearing on the lists and a declaration from each accepting their candidature and
declaring the inexistence of reasons for ineligibility or incompatibility and that the honourable and
professional qualifications required under applicable law and by the Articles of Association exist, as
essentially in line with the principles and application criteria contained in Article 5 of the Code. The lists
and the accompanying documentation must be made public in accordance with the legal formalities at
least twenty-one days before the date envisaged for the Meeting. In the event of resolution to appoint
individual members of the Board of Directors, the voting list appointment mechanism is not applicable,
Article 11 (Board of Directors) of the Articles of Association specifying its use only in the event of
integral renewal of the Board.
Even if on the basis of the provisions of the aforementioned Article 11 (Board of Directors) and the
above considerations, the Directors’ appointment mechanism ensures an impartial and fair system
with respect to minority shareholders, in light of the provisions of the Code, during the meeting held on
15 May 2012 the Board deemed it appropriate that the Remuneration Committee adopt the functions
also in relation to appointments, thereby becoming the Appointments and Remuneration Committee.
The report on operations attached to the financial statements at 31 December 2012 contains an
overview of the Board Members' remuneration system (see the note “Remuneration of Directors,
Statutory Auditors and managers with strategic responsibilities" in the 2012 financial statements); for
greater disclosure, reference should be made to the Remuneration Report which will be submitted to
the shareholders’ meeting called to approve the financial statements as of 31 December 2012.
It is hereby disclosed that further to the enforcement of Italian Law No. 120/2011 regarding equal
access to management and audit bodies of companies listed on organised markets (the so-called