Tiscali 2013 Annual Report Download - page 42

Annual financial report as at 31 December 2013
Date
File Name
Status
Page
-
Annual Report as at 31
December 2013
42
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 suggested in application criteria 3 of Article 9 of the Code, the Shareholders’ Meeting adopted its
own AGM Regulations, last version dated 29 May 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
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. Also with regard to the
Board of Statutory Auditors, the Company took steps to supplement the appointment mechanism so
as to ensure, in any event, the observance of Italian Law No. 120/2011 on so-called gender balance.