Tiscali 2013 Annual Report Download - page 179

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REPORT OF THE BOARD OF STATUTORY AUDITORS TO THE SHAREHOLDERS
PURSUANT TO ARTICLE 153 OF ITALIAN LEGISLATIVE DECREE NO. 58/98 AND ARTICLE
2429.3 OF THE ITALIAN CIVIL CODE
To the shareholders’ meeting of Tiscali Spa,
During the financial year ended as at 31 December 2013, we performed the supervisory
activities envisaged by law, in accordance with the standards of conduct for Boards of
Statutory Auditors recommended by the Italian Accounting Profession.
Bearing in mind that the analytical check in this connection on the contents of the statutory
and consolidated financial statements is not entrusted to this Board, we report that we have
overseen the general layout assigned to said statements as well as the compliance with the
law with regard to the form and structure thereof.
Also in observance of the indications provided by CONSOB as per its communication dated
6 April 2001, subsequently integrated by the communications No. DEM/3021582 dated 4
April 2003 and No. DEM/6031329 dated 7 April 2006, we hereby reveal the following:
a) we have overseen the observance of the law and the Articles of Association;
b) we obtained the due information on the activities carried out and on the
transactions of greatest economic, financial and equity importance entered into by
the company also via its subsidiaries, from the Directors as per the frequency
envisaged by Article 14 of the Articles of Association, and we can reasonably ensure
that the action resolved and adopted complies with the law and the Articles of
Association and that therefore it is not manifestly imprudent, in potential conflict
of interest or in contrast with the resolutions adopted by the shareholders’ meeting
or such that it compromises the integrity of the company’s equity;
c) we have gained awareness of and overseen, in as far as it is our responsibility, the
adequacy of the company’s organisational structure and the suitability of the
provisions imparted by the Company to the subsidiaries as per Article 114.2 of
Italian Legislative Decree No. 58/98, by means of gathering information from the
various division heads and meetings with the independent auditing firm for the
purpose of a reciprocal exchange of significant data and information, and in this
connection we have no particular observations to make;
d) this Board has obtained periodic information from the Board of Statutory Auditors
of the subsidiary Tiscali Italy SpA with regard to the management and audit systems
and the general performance of the subsidiary company. No significant data or
information emerged in this connection, as would have to be highlighted in this
report;
e) we have assessed and overseen the adequacy of the internal audit system and the
administrative-accounting system as well as the reliability of the latter to correctly