Tiscali 2012 Annual Report Download - page 39

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 39
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gender quotas), the Company took steps to replace the out-going director Victor Uckmar with the
director Assunta Brizio, co-opted. By the deadlines assigned by current legislation, steps will be taken
for the adaptation of the Articles of Association in pursuance of the aforesaid Italian Law No. 120/2011
also with reference to the composition of the Board of Statutory Auditors.
To-date, the Board has ascertained not to adopt a plan for the succession of the executive directors.
Shareholders’ meetings
Consistent with the principles and application criteria contained in Article 9 of the Code, the Company
encourages and facilitates the participation of shareholders in meetings, providing any Company-
related information requested by the shareholders in accordance with regulations governing price-
sensitive communications. To facilitate the receipt of information and attendance at meetings by its
shareholders, and to facilitate access to documentation which, pursuant to and in accordance with law
must be made available to them at the registered offices when meetings are due to be held, the
Company has made said information available in a special "investor relations" section of its website at
www.tiscali.com, allowing said information to be downloaded in electronic format.
As indicated in application criteria 3 of Article 9 of the Code, on 16 July 2001 the Shareholders’
Meeting adopted its own AGM Regulations, subsequently updated by the shareholders’ meeting held
on 29 April 2011, also available on the Company website. The AGM Regulations were adopted with
the aim of ensuring an orderly and functional performance of the shareholders’ meetings, precisely
defining rights and duties of all the participants and establishing clear and unambiguous rules without
wishing in any way to limit or prejudice the right of each shareholder to express their opinions and
formulate requests for clarification on the business placed on the agenda. The Board of Directors
believes that minority Shareholders’ prerogatives have been respected when adopting resolutions, in
so far as the current Articles of Association do not provide for majorities other than those laid down by
law.
Pursuant to Article 2370 of the Italian Civil Code and Article 8 (Participation in shareholders’ meetings)
of the Articles of Association, shareholders can take part in meetings if they have provided the
Company with the communication sent by the authorised broker as per current provisions, proving
ownership of the shares as of the so-called record dates, as well as any voting proxy.
Board of Statutory Auditors
Appointment and composition
Consistent with Article 8 of the Code, in relation to the appointment of Statutory Auditors, Article 18
(Board of Statutory Auditors) of the Articles of Association envisages a voting list system which
guarantees the transparency and correctness of the appointment procedure and protects minority
shareholders' rights.
Shareholders are only entitled to present lists if, alone or together with other shareholders, they can
prove that they hold at least the percentage of the share capital envisaged by applicable legislation.
Five candidates must be indicated on each list, by means of a consecutive number, in order of
professional seniority of the candidates. Each Shareholder may submit, or jointly submit, one list only
and each candidate may be listed in one list only or be disqualified. The list of nominations must be
filed at the Company’s registered office at least twenty-five days prior to the date of the next
Shareholders' Meeting, together with the professional CVs of individuals appearing on the lists and a
declaration from each accepting the candidature and declaring the inexistence of reasons for