Tiscali 2014 Annual Report Download - page 50

Annual financial report as at 31 December 2014
Date
File Name
Status
Page
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Annual Report as at 31
December 2014
50
The members of the Board of Statutory Auditors operate independently, in constant liaison with the
Audit and Risk Committee, regularly attending its meetings, and with the Internal Audit Department, in
accordance with the principles and application criteria indicated in Article 8 of the Code.
During the year under review, the Board of Statutory Auditors met 14 times, with the presence of all
the Auditors, and with an average duration of the meetings of around one hour and forty-five minutes.
It is envisaged that at least 8 meetings will be held in 2015, of which 4 have already taken place.
During 2014, the Board of Statutory Auditors also took part in 11 Board Meetings, one shareholders’
meeting and 5 meetings of the Audit and Risk Committee.
Board of Directors internal committees and other governance bodies
As recommended by the principles as per Article 4 of the Code, the newly appointed Board of
Directors, during the meeting on 15 May 2012, established an internal Audit and Risk Committee and
the Appointments and Remuneration Committee; it also took steps to appoint the Lead Independent
Director, the Director Appointed with the Internal Audit System, the Executive appointed to draw up the
Company accounting Documents, the Internal Audit Coordinator and the Supervisory Body.
Audit and Risk Committee (reference)
With regard to the Audit and Risk Committee, reference should be made to the following section
Internal Auditing.
Appointments and Remuneration Committee
Since March 2001 the Company’s Board of Directors has set up its own Remuneration Committee, as
recommended by the third principle of Article 6 of the Code and relevant application criteria. During the
meeting held on 15 May 2012, the newly appointed Board of Directors established an internal
Remuneration Committee, also assigning the same proposal-making and advisory functions regarding
appointments. Therefore, the two independent Directors Franco Grimaldi and Victor Uckmar, as well
as the Director Gabriele Racugno, who does not cover any executive position within the Company or
the Group, were therefore appointed as members of the Appointments and Remuneration Committee.
The Director Franco Grimaldi was appointed Chairman of the Committee. Following the resignation of
Victor Uckmar, in August 2012, the independent director Assunta Brizio joined the Committee.
The Committee makes proposals to the Board of Directors for the remuneration of the Chief Executive
Officer and the other Directors who cover specific offices, and in general makes general
recommendations regarding the remuneration of the executives with strategic responsibility for the
Group, aids the Board of Directors in the preparation and implementation of any remuneration plans
based on shares or financial instruments, and assesses the adequacy and application of the
Remuneration Policy. Furthermore, the Committee makes proposals with regard to the appointment of
directors, in the event of co-opting, for the Company’s senior management and other corporate
figures. As part of its functions, the Committee may avail itself of outside consultants, at the
Company’s expense. The Committee meets when it considers it necessary, upon the request of one or
more members. The provisions of the Articles of Association, in as far as they are compatible, apply
for the calling of said committee and the business of its meetings.
During 2014 and as of the date of this report, the Appointments and Remuneration Committee had
met twice: 28 March 2014 and 19 March 2015. The Appointments and Remuneration Committee
examined and approved the annual reports on remuneration, subsequently approved by the Board of
Directors and submitted to the shareholders’ meeting, and the supplementary agreement to the