Tiscali 2014 Annual Report Download - page 38

Annual financial report as at 31 December 2014
Date
File Name
Status
Page
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Annual Report as at 31
December 2014
38
4 Corporate Governance Report and Ownership Structure
4.1 Introduction
Pursuant to Article 123 bis of Italian Legislative Decree No. 58/1998, as implemented by Article 89 bis
of the Issuers’ Regulations, adopted by Consob under resolution No. 11971 dated 14 May 1999, listed
companies are obliged to draw up an annual disclosure report on their Corporate Governance system
and on compliance with the Code’s recommendations (as defined below). This report is made
available to the shareholders at least 21 days before the shareholders’ meeting for the approval of the
annual financial statements and published in the “Investor Relations” section of the Company website,
www.tiscali.com.
Fulfilling the prescribed obligation and with the intention of providing extensive corporate disclosure to
the shareholders and the investors, Tiscali S.p.A.’s (“Tiscali” or the “Company”) Board of Directors
has drawn up this report (the “Report”), in compliance with the guidelines published by Borsa Italiana
S.p.A. and in light of the indications provided by Assonime in this connection.
Therefore, the Report is split into two parts. The first part fully illustrates the corporate governance
model adopted by Tiscali and describes the directors and officers, as well as the shareholding
structure and provides other information as per the afore-mentioned Article 123 bis of Italian
Legislative Decree No. 58/98. The second part by contrast provides detailed disclosure regarding
compliance with the Code’s recommendations by means of a comparison between the choices made
by the Company and said recommendations of the Code. In accordance with the Code, on 19 March
2015 the Board of Directors assessed the size, composition and functioning of said Board and its
Committees deeming them to be in line with the operational and organisational needs of the
Company. The Board took into account the professional, experience-related and managerial
characteristics of its members and examined the effective functioning of the corporate bodies during
2014. Of the five Directors, four are without powers delegated by said Board, three are non-executive
and two are non-executive and independent. In this assessment, the Board also took into account the
appointments covered by the Directors in other companies and the effective commitment of the
Directors in corporate operations.
4.2 Corporate Governance structure
General principles
The term “Corporate Governance” defines the series of processes for managing the corporate
activities with the aim of creating, protecting and increasing the value for the shareholders and
investors over time. These processes must ensure the achievement of the corporate objectives, the
maintenance of socially responsible conduct, transparency and responsibility vis-à-vis the
shareholders and the investors.
In order to ensure the transparency of management’s operations, correct market disclosure and
protection of the socially relevant interests, the corporate governance system adopted by Tiscali fully
draws on the recommendations of the Code of Conduct (the “Code”), approved by the Corporate
Governance Committee in March 2006, with the latest up-date in July 2014 and available on the
website at http://www.borsaitaliana.it/comitato-corporate-governance/codice/2014clean.pdf.
The Company adopts practices and principles of conduct, formalized in procedures and codes, in line
with Borsa Italiana S.p.A.’s indications, CONSOB recommendations and with the best practice seen at
national and international level; furthermore, Tiscali has equipped itself with an organizational structure