Tiscali 2014 Annual Report Download - page 45

Annual financial report as at 31 December 2014
Date
File Name
Status
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Annual Report as at 31
December 2014
45
two independent directors with a Board of 5 members of which just Renato Soru, Chief Executive
Officer and Chairman, is in possession of the executive powers delegated by the Board. Furthermore,
the list voting mechanism envisaged by the Articles of Association for the election of the members of
the Board ensures the appointment of at least one director taken from the list which has obtained the
second greatest number of votes and which is not in any way associated with the shareholders who
have presented or voted for said list.
As envisaged by the Code should the same individual covers the office of Chairman of the Board and
Chief Executive Officer or the latter is the reference shareholder, during the meeting on 15 May 2012,
the Board of Directors appointed Franco Grimaldi Lead Independent Director. The latter represents the
point of encounter and co-ordination for the requests and contributions of the non-executive Directors
and, in particular, the independent ones. The Lead Independent Director: (i) works together with the
Chairman of the Board for the best functioning of the Board and for a complete and prompt information
flow, (ii) may call, independently or upon the request of other directors, meetings of just the
independent directors regarding aspects pertaining to the governance of the Company.
At the time of appointment and in any event once a year when this Report is prepared, the Board
evaluates the Directors' independence on the basis of information provided by the Directors
themselves, and provides the market with appropriate information in this respect by publishing said
Report. In light of such analysis, the existence of the independence requisites is confirmed with regard
to Assunta Brizio and Franco Grimaldi. In line with the recommendations of the Code, the independent
directors met in the absence of the other directors on 19 March 2015, upon calling by the Lead
Independent Director. On this occasion, the existence of the independence requisites was examined
and the Corporate Governance system and the related-party transactions entered into during 2014
assessed; and the existence of any conflicts of interest in relation to the executive directors was also
examined.
In relation to the management and audit appointments in other companies, the Board did not consider
it necessary to define general criteria regarding the maximum number of offices compatible with
efficient performance of the role of director in the Company, without prejudice to the duty of each
Director to assess the compatibility of the offices of director and auditor, possibly covered in other
companies listed on organised markets, in finance, banking and insurance companies or those of a
significant size, with the diligent performance of the duties undertaken as Company Director. The
offices covered by the current Board members in their capacity as directors of other listed companies,
banks or financial and insurance companies or businesses of a significant size, are listed below. It is
hereby disclosed that none of the Directors cover roles in boards of statutory auditors of other listed
companies, banks, financial or insurance companies or businesses of a significant size.
Roles in boards of directors of other listed companies, banks or financial or insurance
companies and businesses of a significant size
Renato Soru:
Chairman and Chief Executive Officer of Tiscali Italia S.p.A.
Luca Scano:
Director of Tiscali Italia S.p.A., Chairman of Veesible Srl *
Gabriele Racugno:
Director Sogaer S.p.A.
Franco Grimaldi:
Director and Deputy Chairman Tiscali Italia S.p.A.
Assunta Brizio
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*Tiscali Group Companies