Tiscali 2013 Annual Report Download - page 43

Annual financial report as at 31 December 2013
Date
File Name
Status
Page
-
Annual Report as at 31
December 2013
43
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
Audit and Risk 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 Audit and Risk 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.
Audit and Risk Committee (reference)
With regard to the Audit and Risk Committee, reference should be made to the following section
Internal Auditing.
Appointments and Remuneration Committee
Since March 2001 the Company’s Board of Directors has set up its own Remuneration Committee, as
recommended by Article 6 of the Code and relevant application criteria. During the meeting held on 15
May 2012, the newly appointed Board of Directors established an internal Remuneration Committee,
also assigning the same proposal-making and advisory functions regarding appointments. Therefore,
the two independent Directors Franco Grimaldi and Victor Uckmar, as well as the Director Gabriele
Racugno, who does not cover any executive position within the Company or the Group, were therefore
appointed as members of the Appointments and Remuneration Committee. The Director Franco
Grimaldi was appointed Chairman of the Committee. Following the resignation of Victor Uckmar, in
August 2012, the independent director Assunta Brizio joined the Committee.
The Committee makes proposals to the Board of Directors for the remuneration of the Chief Executive
Officer and the other Directors who cover specific offices, and in general makes general
recommendations regarding the remuneration of the executives with strategic responsibility for the
Group, aids the Board of Directors in the preparation and implementation of any remuneration plans