Tiscali 2014 Annual Report Download - page 49

Annual financial report as at 31 December 2014
Date
File Name
Status
Page
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Annual Report as at 31
December 2014
49
the Company with the communication sent by the authorised broker as per current provisions, proving
ownership of the shares as of the so-called record dates, as well as any voting proxy.
Board of Statutory Auditors
Appointment and composition
Consistent with Article 8 of the Code, in relation to the appointment of Statutory Auditors, Article 18
(Board of Statutory Auditors) of the Articles of Association envisages a voting list system which
guarantees the transparency and correctness of the appointment procedure and protects minority
shareholders' rights.
Shareholders are only entitled to present lists if, alone or together with other shareholders, they can
prove that they hold at least the percentage of the share capital envisaged by applicable legislation.
Five candidates must be indicated on each list, by means of a consecutive number, in order of
professional seniority of the candidates. 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. Each Shareholder may submit, or jointly submit, one list only and each candidate
may be listed in one list only or be disqualified. The list of nominations must be filed at the Company’s
registered office at least twenty-five days prior to the date of the next Shareholders' Meeting, together
with the professional CVs of individuals appearing on the lists and a declaration from each accepting
the 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 are met. 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.
Each shareholder may vote for just one list. The Auditors are elected as follows: a) two Statutory
Auditors and two Deputy Auditors are elected, in the order in which they appear on the list receiving
the most votes; b) the third Statutory Auditor is the first candidate on the list receiving the second
highest number of votes. In accordance with Italian Law No. 262/2005, as amended by Italian
Legislative Decree No. 303/2006, the person appearing first on the list receiving the second highest
number of votes is appointed Chairman of the Board of Statutory Auditors. Also with regard to the
Board of Statutory Auditors, the Company took steps to supplement the appointment mechanism so
as to ensure, in any event, the observance of Italian Law No. 120/2011 on so-called gender balance.
Requisites
Article 18 (Board of Statutory Auditors) of the Articles of Association envisages that at least one of the
Statutory Auditors and at least one Alternate auditor, must be chosen from those listed on the official
register of auditors with at least three years’ experience in the auditing of accounts. Auditors failing to
meet the aforementioned condition must have a total of at least three consecutive years’ experience in
specific company purpose-related duties and, in any event, in the telecommunications sector. The
aforementioned article also states that Auditors who are already Statutory Auditors for more than five
listed companies may not be appointed.
In the specific “investor relations” section of the website at www.tiscali.com, the Company publishes
the professional résumés of its Statutory Auditors, so that the shareholders and investors can assess
the professional experience and the authoritativeness of the members of the Board of Statutory
Auditors.
Activities