Tiscali 2012 Annual Report Download - page 40

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 40
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ineligibility or incompatibility and that the honourable and professional qualifications required under
applicable law and by the Articles of Association are met. 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.
Each shareholder may vote for just one list. The Auditors are elected as follows: a) two Statutory
Auditors and two Deputy Auditors are elected, in the order in which they appear on the list receiving
the most votes; b) the third Statutory Auditor is the first candidate on the list receiving the second
highest number of votes. In accordance with Italian Law No. 262/2005, as amended by Italian
Legislative Decree No. 303/2006, the person appearing first on the list receiving the second highest
number of votes is appointed Chairman of the Board of Statutory Auditors.
On 15 May 2012, the ordinary shareholders’ meeting applied the voting list mechanism described
above for the appointment of the current Board of Statutory Auditors, which will remain in office until
the date of the meeting called to approve the annual financial statements at 31 December 2014.
Following the presentation of the lists, Paolo Tamponi, Piero Maccioni and Andrea Zini were appointed
as Statutory Auditors. Rita Casu and Giuseppe Biondo were elected as Alternate auditors. Paolo
Tamponi was elected Chairman of the Board of Auditors.
Requisites
Article 18 (Board of Statutory Auditors) of the Articles of Association envisages that at least one of the
Statutory Auditors and at least one Alternate Auditor, must be chosen from those listed on the official
register of auditors with at least three years’ experience in the auditing of accounts. Auditors failing to
meet the aforementioned condition must have a total of at least three consecutive years’ experience in
specific company purpose-related duties and, in any event, in the telecommunications sector. The
aforementioned article also states that Auditors who are already Statutory Auditors for more than five
listed companies may not be appointed.
In the specific “investor relations” section of the website at www.tiscali.com, the Company publishes
the professional résumés of its Statutory Auditors, so that the shareholders and investors can assess
the professional experience and the authoritativeness of the members of the Board of Statutory
Auditors.
Activities
The members of the Board of Statutory Auditors operate independently, in constant liaison with the
Risk Management Committee, regularly attending its meetings, and with the Internal Audit
Department, in accordance with the principles and application criteria indicated in Article 8 of the
Code.
Board of Directors internal committees and other governance bodies
As recommended by the principles as per Article 4 of the Code, the newly appointed Board of
Directors, during the meeting on 15 May 2012, established an internal Risk Management Committee
and the Appointments and Remuneration Committee; it also took steps to appoint the Lead
Independent Director, the Director Appointed with the Internal Audit System, the Executive appointed
to draw up the Company accounting Documents, the Internal Audit Coordinator and the Supervisory
Body, the latter three bodies expiring with the approval of the financial statements as at 31 December
2011.