Tiscali 2014 Annual Report Download - page 48

Annual financial report as at 31 December 2014
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File Name
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Annual Report as at 31
December 2014
48
supplement the Board of Directors so as to ensure the satisfaction of the requirements of balance
between genders envisaged by current legislation.
Pursuant to the aforementioned Article 11 (Board of Directors), the lists containing the proposals for
appointment to the office of Director must be filed at the Company’s registered office at least twenty-
five days prior to the date envisaged for the Shareholders' Meeting, together with the professional CVs
of individuals appearing on the lists and a declaration from each accepting their candidature and
declaring the inexistence of reasons for ineligibility or incompatibility and that the honourable and
professional qualifications required under applicable law and by the Articles of Association exist, as
essentially in line with the principles and application criteria contained in Article 5 of the Code. The
lists and the accompanying documentation must be made public in accordance with the legal
formalities at least twenty-one days before the date envisaged for the Meeting. In the event of
resolution to appoint individual members of the Board of Directors, the voting list appointment
mechanism is not applicable, Article 11 (Board of Directors) of the Articles of Association specifying its
use only in the event of integral renewal of the Board.
Even if on the basis of the provisions of the aforementioned Article 11 (Board of Directors) and the
above considerations, the Directors’ appointment mechanism ensures an impartial and fair system
with respect to minority shareholders, the Board in any event deemed it appropriate that the
Remuneration Committee adopt the functions also in relation to appointments, thereby becoming the
Appointments and Remuneration Committee. The report on operations attached to the financial
statements at 31 December 2013 contains an overview of the Board Members' remuneration system
(see the note “Remuneration of Directors, Statutory Auditors and managers with strategic
responsibilities" in the 2013 financial statements); for greater disclosure, also with reference to the
information required by Article 123 bis, section 1, letter i and by the Code of Conduct, reference should
be made to the Remuneration Report which will be submitted to the shareholders’ meeting called to
approve the financial statements as of 31 December 2014.
To-date, the Board has ascertained not to adopt a plan for the succession of the executive directors.
Shareholders’ meetings
Consistent with the principles and application criteria contained in Article 9 of the Code, the Company
encourages and facilitates the participation of shareholders in meetings, providing any Company-
related information requested by the shareholders in accordance with regulations governing price-
sensitive communications. To facilitate the receipt of information and attendance at meetings by its
shareholders, and to facilitate access to documentation which, pursuant to and in accordance with law
must be made available to them at the registered offices when meetings are due to be held, the
Company has made said information available in a special "investor relations" section of its website at
www.tiscali.com, allowing said information to be downloaded in electronic format.
As suggested in application criteria 3 of Article 9 of the Code, the Shareholders’ Meeting adopted its
own AGM Regulations, last version dated 29 April 2011, also available on the Company website. The
AGM Regulations were adopted with the aim of ensuring an orderly and functional performance of the
shareholders’ meetings, precisely defining rights and duties of all the participants and establishing
clear and unambiguous rules without wishing in any way to limit or prejudice the right of each
shareholder to express their opinions and formulate requests for clarification on the business placed
on the agenda. The Board of Directors believes that minority Shareholders’ prerogatives have been
respected when adopting resolutions, in so far as the current Articles of Association do not provide for
majorities other than those laid down by law.
Pursuant to Article 2370 of the Italian Civil Code and Article 8 (Participation in shareholders’
meetings) of the Articles of Association, shareholders can take part in meetings if they have provided