Tiscali 2013 Annual Report Download - page 44

Annual financial report as at 31 December 2013
Date
File Name
Status
Page
-
Annual Report as at 31
December 2013
44
based on shares or financial instruments, and assesses the adequacy and application of the
Remuneration Policy. Furthermore, the Committee makes proposals with regard to the appointment of
directors, in the event of co-opting, for the Company’s senior management and other corporate
figures. As part of its functions, the Committee may avail itself of outside consultants, at the
Company’s expense. The Committee meets when it considers it necessary, upon the request of one or
more members. The provisions of the Articles of Association, in as far as they are compatible, apply
for the calling of said committee and the business of its meetings.
During 2013 and as of the date of this report, the Appointments and Remuneration Committee had
met four times: 29 March 2013, 24 September 2013, 14 November 2013, 28 March 2014. The
Appointments and Remuneration Committee examined and approved the annual reports on
remuneration, subsequently approved by the Board of Directors and submitted to the shareholders’
meeting, and the supplementary agreement to the management contract with the Managing Director
and the agreement which disciplines certain cases of termination of the business relationship with the
General Manager of Tiscali Italia S.p.a. Luca Scano were discussed and approved, submitting them
therefore to the Board of Directors, as more fully described in the 2013 Report on Remuneration. All
the members took part in all the Committee meetings, and also the entire Board of Statutory Auditors
in two meetings. The meetings had an average duration of 30 minutes.
Internal auditing
Back in October 2001, the Company formalized the internal audit organizational set-up. Following the
amendments to the Code of Conduct for listed companies and the suggestions of Borsa Italiana
S.p.A., on 25 March 2004 the Board of Directors took steps to up-date the organizational set-up of the
Company’s internal audit system. The current internal audit set-up is in line with the matters envisaged
by the principles and applicative criteria contained in Article 7 of the Code.
Internal audit system
The internal audit system is the set of processes dedicated to monitoring efficiency of Company
operations, the reliability of its financial data, the observance of laws and regulations, and the
safeguarding of Company assets.
The internal audit system is the senior responsibility of the Board of Directors, which sets guidelines
for the system and periodically verifies its adequacy and correct functioning, ensuring that the main
business risks are identified and appropriately managed. On the basis of the checks carried out, the
Board of Directors deemed the internal audit system to be adequate for the Company’s needs, as well
as in line with current legislation and the Code’s recommendations.
The Audit and Risk Committee covers a fundamental role in the internal audit system; with regard to
its duties and functioning, please refer to the following paragraph. The other bodies forming part of the
internal audit system included the Appointed Director, the Internal Audit Co-ordinator and the Internal
Audit division.
The Appointed Director operatively implements the indications of the Board of Directors concerning
internal auditing proceeding, also, with the effective identification and handling of the main corporate
risks submitting them for the assessment of the Board of Directors. He proposes the appointment of
the Internal Audit Co-ordinator and the Head of the Internal Audit division to the Board of Directors,
availing of the support of the same for the performance of his functions.