Tiscali 2014 Annual Report Download - page 186
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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 2014, we performed the supervisory ac-
tivities envisaged by law, in accordance with the standards of conduct for Boards of Statuto-
ry 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 re-
solved 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 compromis-
es the integrity of the company’s equity;
c) we have gained awareness of and overseen, in as far as it is our responsibility, the ad-
equacy 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 ex-
change of significant data and information, and in this connection we have no particu-
lar 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 infor-
mation emerged in this connection, as would have to be highlighted in this report;