Tiscali 2014 Annual Report Download - page 41

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Annual financial report as at 31 December 2014
Date
File Name
Status
Page
-
Annual Report as at 31
December 2014
41
During the Board Meeting held on 15 May 2012, following the appointment of the new Board of
Directors, the following internal Committees were established, which replace the previous Internal
Audit Committee and Remuneration Committee:
Audit and Risk Committee, comprising Franco Grimaldi (Chairman), Victor Uckmar and Luca
Scano. Following the resignation of Prof. Uckmar in August 2012, he was replaced by the
independent director Assunta Brizio.
Appointments and Remuneration Committee, comprising Franco Grimaldi (Chairman), Victor
Uckmar and Gabriele Racugno. Following the resignation of Prof. Uckmar in August 2012, he
was replaced by the independent director Assunta Brizio.
Furthermore, in accordance with the Regulations containing provisions relating to related party
transactions, adopted by CONSOB by means of resolution No. 17221 dated 12 March 2010 and
subsequently amended by means of resolution No. 17389 dated 23 June 2010, the Company had
endowed itself with regulations for related party transactions, in relation to which the Committee for
Related Party Transactions operates.
Obviously, these Committees will expire together with the Board of Directors at the time of approval of
the financial statements as of 31 December 2014.
Supervisory Body
During the board meeting held on 15 May 2012, the new Supervisory Body of the Company was
appointed, comprising Maurizio Piras (lawyer), external member acting as Chairman, Carlo Mannoni,
head of the Company’s regulatory affairs division, and Paolo Sottili, head of the Company’s HR
division. The Supervisory Body will remain in office until approval of the financial statements as of 31
December 2014 and carries out supervisory functions also for the subsidiaries Tiscali Italia SpA and
Veesible Srl.
Lead Independent Director
In line with the matters recommended by the Code of Conduct for listed companies, during the board
meeting held on 15 May 2012, the Board of Directors appointed Franco Grimaldi Lead Independent
Director; this office is envisaged by the Code of conduct for listed companies in which the same party
covers the office of Chairman of the Board and Chief Executive Officer or the latter is the reference
shareholder. The office will expire with the renewal of the Board of Directors following approval of the
2014 annual financial statements.
Director in charge of the internal audit and risk management system
In line with the matters recommended by the Code of Conduct for listed companies, during the board
meeting held on 15 May 2012, the Director Luca Scano was appointed as the Director in charge of the
internal audit and risk management system (hereinafter also the Appointed Director). The office will
expire with the renewal of the Board of Directors following approval of the 2014 annual financial
statements.
Shareholding structure
As at the date of this Report, the authorized, subscribed and paid-in share capital totalled EUR
92,052,029.67, represented by 1,861,535,343 ordinary shares lacking par value, freely transferrable