Tiscali 2012 Annual Report Download - page 47

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 47
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4.5 Organization, management and control model pursuant to Italian Legislative Decree No.
231/2001
The Company has for some time adopted the “Organisation, management and control model pursuant
to Italian Legislative Decree No. 231/2001” (hereinafter the Model); during 2010, the up-dating process
was concluded, mainly aimed at adapting the Model to the new legislative measures and the new
Company and Tiscali Group set-up. The new model, together with the new Code of Ethics, was
approved by the Board of Directors on 12 November 2010. The Supervisory Body operates without
interrupting its supervisory activities on the functioning and the observance of said Model. It should be
noted that, in consideration of its specificities and its particular exposure to risk, the leading Italian
subsidiary, Tiscali Italia S.p.A., also up-dated its “Organisation, management and control model", by
means of resolution of the Board of Directors dated 17 November 2010; the Supervisory Body already
appointed continued to operate without interruption. From commencement of its operations, in
September 2012, also the subsidiary Veesible Srl adopted the Model and entered within the
operational sphere of the Supervisory Body.
The board meeting held on 15 May 2012 appointed the new Supervisory Body which replaces that
which had previously expired at the time of approval of the 2011 financial statements. Current
members of the Supervisory Body pursuant to Italian Legislative Decree No. 231/2001 include
Maurizio Piras, an external member who acts as the Chairman, Carlo Mannoni, head of the
Company’s Regulatory Affairs and Internal Audit Coordinator and Paolo Sottili, head of the Company’s
HR division. The Body thus made up expires with the approval of the 2014 financial statements and
until that date also operates on behalf of the subsidiaries Tiscali Italia S.p.A. and Veesible Srl.
4.6 Regulations for transactions with related parties
On 12 November 2010, further to the affirmative opinion of the independent directors, the Company’s
Board of Directors approved the new Regulations for Transactions with Related Parties as per Article
2391 bis of the Italian Civil Code and Consob Regulation No. 17221 dated 12 March 2010. The
regulations discipline Transactions with related parties carried out by Tiscali S.p.A. and its subsidiary
or associated companies, and came into force as from 1° January 2011 as published on the Company
website, in the Investor Relations section. During 2012, the Group entered into three transactions with
related parties which were approved by the Board of Directors on 29 March 2013 having been
approved by the Committee for Minor Transactions made up of Franco Grimaldi, acting as Chairman,
Gabriele Racugno and Assunta Brizio. The Regulations for transactions with related parties are
available on the Company website www.tiscali.com in the section “Documents/Disclosure Documents”.
4.7 Handling of confidential information and market communications. Investor Relations
The Company has an Investor Relations Office responsible for communications with shareholders and
institutional investors. The Investor relations office arranges, amongst other things, the wording of
press releases and in accordance with the type of communiqué, it carries out the internal approval
procedure jointly with the Legal and Company Affairs department. Furthermore, it concerns itself with
publication, also by means of a network of qualified outside companies that carry out such work
professionally.
Disclosure is ensured not only by means of press releases, but also via periodic encounters with
institutional investors and the financial community, as well as by extensive documentation made
available on the company website at www.tiscali.com in the “investor relations” section. Recourse to
on-line communication, which is mainly used by the non-institutional public, is considered strategic by
the Company, since it makes standardized disclosure of the information possible. Tiscali undertakes to