Tiscali 2014 Annual Report Download - page 56

Annual financial report as at 31 December 2014
Date
File Name
Status
Page
-
Annual Report as at 31
December 2014
56
4.5 Organisation, management and control model pursuant to Italian Legislative Decree No.
231/2001
The Company has for some time adopted the “Organisation, management and control model pursuant
to Italian Legislative Decree No. 231/2001” (hereinafter the Model); during 2010, the up-dating process
was concluded, mainly aimed at adapting the Model to the new legislative measures and the new
Company and Tiscali Group set-up. The new Model and Code of Ethics were approved by the Board
of Directors on 12 November 2010. Subsequently, during the meeting held on 14 May 2013, the Board
approved the new Model up-dated with regard to the normative measures mainly regarding offences
against Public Administration Authorities, individual status, safety in the workplace and the
environment. The Model applies also to the other operating subsidiaries of the Group, Tiscali Italia
SpA and Veesible Srl, in accordance with their specificity and risk profile.
The Board meeting held on 15 May 2012 appointed the new Supervisory Body which replaces that
which had previously expired at the time of approval of the 2011 financial statements. Current
members of the Supervisory Body pursuant to Italian Legislative Decree No. 231/2001 include
Maurizio Piras, an external member who acts as the Chairman, Carlo Mannoni, head of the
Company’s Regulatory Affairs and Internal Audit Coordinator and Paolo Sottili, head of the Company’s
HR division. The Body thus made up expires with the approval of the 2014 financial statements and
until that date also operates on behalf of the subsidiaries Tiscali Italia S.p.A. and Veesible Srl.
4.6 Regulations for transactions with related parties
On 12 November 2010, further to the affirmative opinion of the independent directors, the Company’s
Board of Directors approved the new Regulations for Transactions with Related Parties (the
Regulations) as per Article 2391 bis of the Italian Civil Code and Consob Regulation No. 17221 dated
12 March 2010, available on the Company website www.tiscali.com in the section
“Documents/Disclosure Documents”. The regulations which discipline Transactions with related parties
carried out by Tiscali S.p.A. and its subsidiary or associated companies, came into force as from 1°
January 2011. In 2014, the Group entered into two transactions with related parties of which one
falling under those considered significant as per the Regulations. This transaction was approved by
the Board of Directors on 19 March 2015 having been approved by the Committee for Minor
Transactions made up of Franco Grimaldi, acting as Chairman, Gabriele Racugno and Assunta Brizio.
4.7 Handling of confidential information and market communications. Investor Relations
The Company has an Investor Relations Office responsible for communications with shareholders and
institutional investors. The Investor relations office arranges, amongst other things, the wording of
press releases and in accordance with the type of communiqué, it carries out the internal approval
procedure jointly with the Legal and Company Affairs department. Furthermore, it concerns itself with
publication, also by means of a network of qualified outside companies that carry out such work
professionally.
Disclosure is ensured not only by means of press releases, but also via periodic encounters with
institutional investors and the financial community, as well as by extensive documentation made
available on the company website at www.tiscali.com in the “investor relations” section. Recourse to
on-line communication, which is mainly used by the non-institutional public, is considered strategic by
the Company, since it makes standardized disclosure of the information possible. Tiscali undertakes to
systematically see to the accuracy, completeness, continuity and up-dating of the financial matters
disclosed via the Company website. It is also possible to contact the Company using a special e-mail
address ([e-mail]).