Tiscali 2014 Annual Report Download - page 44

Annual financial report as at 31 December 2014
Date
File Name
Status
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Annual Report as at 31
December 2014
44
body for Company Activities, as set out in the Company’s Articles of Associations and implemented in
corporate codes of practice, are largely consistent with what is laid down by Article 1 of the Code.
Composition
Article 10 (Management of the Company) of the Articles of Association envisages that the Board of
Directors may comprise between three and eleven members, as decided by the Shareholders’
Meeting; however, the balance between genders as per current legislation is ensured. As at the date
of this Report, the Board of Directors comprised five members. The Board of Directors also includes
an Audit and Risk Committee and an Appointments and Remuneration Committee and has identified a
Lead Independent Director and the Appointed Director.
Chairman of the Board of Directors and Chief Executive Officer
In accordance with the Company’s Articles of Association, the Chairman of the Board of Directors calls
and conducts board meetings and coordinates its activities. For Board meetings, the Chairman
ensures that Directors receive all necessary documentation, well in advance, to allow the Board to
knowledgeably discuss the business under examination.
The Articles of Association also state that the Board of Directors, within legal limits, may appoint one
or more Chief Executives, establishing the powers within the sphere due to them and within legal
limits. The Board of Directors has granted executive powers to the Chief Executive Officer. Generally,
CEO powers may be exercised up to a maximum value of EUR 25 million.
The Chairman and CEO report to the other Directors and to the Board of Statutory Auditors during
Board meetings and on other occasions, held at least once a quarter, on operations of significant
economic or financial value performed by the Company or its subsidiaries. They also provide the
Board of Directors meetings with adequate and on-going information on atypical or unusual
transactions for which approval does not rest with the Board, and on significant operations
implemented within the scope of powers and duties conferred upon the CEO. Except in cases of
necessity or emergency, such matters are normally also submitted for prior examination by the Board
of Directors so that they may decide upon them in a knowledgeable and considered manner.
Given the limited composition of the Board of Directors and the particular operating needs of the
Company, the circumstance that the offices of Chief Executive Officer and Chairman of the Board of
Directors are both covered by Renato Soru is deemed functional for management purposes. The
existence of the situation of accumulation of the role of Chairman and Chief Executive Officer is, in
fact, dictated by the need to seize - given the reduced size of the Company - better organisational
synergies functional for optimising the speed of the decision-making/strategic-operative process,
obtaining, as the objective, the maximisation of the operating efficiency. The constant presence of the
Directors and the Auditors during board meetings, the valence of the Audit and Risk Committee and its
on-going activities and participation in company operations along with the incisiveness and efficacy of
the control action carried out by the independent directors, suggest that the co-existence of the two
offices covered by the same Renato Soru cannot cause any detriment for the Company’s governance.
The Chairman of the Board of Directors, controlling shareholder of the Company, does not cover the
role of director in other listed companies.
Non-executive, minority and independent directors
In compliance with the provisions of Italian Law no. 262/2005 and subsequent amendments, the
Articles of Association envisage the presence of at least one independent director if the Board is made
up of up to seven members, and at least two independent directors if the Board is made up of more
than seven members. The Company in any event complies with the Code and, at present, there are