Tiscali 2014 Annual Report Download - page 47

Annual financial report as at 31 December 2014
Date
File Name
Status
Page
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Annual Report as at 31
December 2014
47
beforehand, together with all the disclosure documentation instrumental to the various resolutions. The
sending of the documentation is seen to by the Company Secretariat which takes steps to collate the
documents from the appointed sectors and forward them with the utmost notice possible. Tendentially
the documentation is sent in one go together with the calling of the board meeting; by way of
exception, if they are not available, certain documents can be sent after the calling but always with
suitable notice before the meeting. Mention is made of the practice, consolidated in the event of
particularly voluminous or complex documentation, of supporting the Directors with executive
summaries specifically drawn up by the competent company divisions, which summarise the most
significant and relevant points of the documents examined by the Board.
On 17 December 2014, the Board of Directors approved the calendar of its meeting for 2015:
19 March 2015 (Approval of the draft annual financial statements at 31 December 2014),
29 April 2015 (Annual shareholders’ meeting),
14 May 2015 (Approval of the Quarterly Report at 31 March 2015),
28 August 2015 (Approval of the Half-year Report at 30 June 2015),
13 November 2015 (Approval of the Quarterly Report at 30 September 2015).
Appointment of Directors
Article 11 (Board of Directors) of the Articles of Association specifies a voting list for the appointment
of Directors, guaranteeing the appointment of a certain number of Directors from those listed who
have not obtained the majority of votes, and ensuring transparency and correctness of the
appointment procedure. Shareholders are entitled to present lists if, alone or together with other
shareholders, they represent at least the percentage of the share capital envisaged by applicable
legislation; in particular, on 28 January 2015, by means of resolution No. 19109 Consob established
that the holding necessary for the presentation of a list for 2015 was 4.5% of the share capital. The
afore-mentioned mechanism ensures, therefore, that even minority Shareholders have the power to
submit their own lists. Everyone with a voting right may vote for one list only. The Company took steps
to adapt the appointment mechanisms in line with Italian Law No. 120/2011 regarding gender balance
with regard to access to the management and audit bodies of companies listed on organised markets;
therefore, each list must present a number of candidates belonging to the gender represented the
least equal to the minimum number required by current legislation.
The appointment of the Directors takes place as follows (a) five sevenths of Directors are appointed
from the list receiving the majority of votes expressed by Shareholders; (b) the remaining Directors are
appointed from the other lists. For this purpose, the votes obtained by the lists are progressively
divided by one, two, three, four, five, etc., according to the number of Directors to be elected. The
quotients obtained thus are then progressively assigned to candidates on each list, in accordance with
their respective order. The quotients assigned thus to candidates on the various lists are compiled into
a single list in descending order. Those elected are the candidates with the highest quotients, in any
event after appointment of the candidate first on the list receiving the second highest number of votes,
and who is in no way connected with that first list, and after the appointment of one or two
independent directors, depending on whether the Board comprises more or less than seven members,
in accordance with Italian Law No. 262/2005, as amended by Italian Legislative Decree No. 303/2006.
In any event, if the Board of Directors elected as above does not permit the observance of the balance
between genders envisaged by the afore-mentioned legislation, the last members elected from the
majority list of the gender represented the most fall from office and are replaced by the first candidates
not elected on the same list of the gender represented the least. In the absence of candidates of the
gender represented the least on the majority list in a number sufficient to go ahead with replacement,
the afore-mentioned criteria will apply to the minority lists progressively voted for the most from which
the elected candidates have been taken. On a residual basis, the shareholders’ meeting takes steps to