Tiscali 2001 Annual Report Download - page 163

REPORT OF THE BOARD OF STATUTORY AUDITORS TO THE GENERAL MEETING OF SHAREHOLDERS
PURSUANT TO ARTICLE 153 OF LEGISLATIVE DECREE 58/98 AND ARTICLE 2429,
PARAGRAPH 3, OF THE CODE OF CIVIL PROCEDURE
To the Shareholders of TISCALI S.p.A.
- During the financial year ending December 31, 2001, we performed monitoring and control
actions pursuant to current legislation, in accordance with the code of regulations of the Board of
Statutory Auditors as recommended by the National Associations of Auditors and Accountants.
- In particular, acting also on the basis of guidelines provided by CONSOB in their communication
of April 6, 2001, we wish to report the following:
- We have carried out checks on due observance of legal requirements and of the Company Statute.
- We have obtained from Directors all necessary information covering activity performed and the
most significant operations of economic, financial or patrimonial impact performed by the
Company – also through its subsidiaries – and we are able to state with reasonable certainty that
the actions deliberated and implemented are in conformity with current legislation, with the
Company Statute and general criteria of economic good practice and thus that they are not of
manifest risk, imprudence, in potential conflict of interest or in contrast with the motions passed
by the Shareholders’ General Meeting or such as to compromise the integrity of the Company’s
assets.
- We have investigated and checked, within the limits of our responsibilities, the suitability of the
Company’s organisational structure and respect of the principles of correct administration, by
means of the gathering of information from the Company officer responsible for organisational
functions and meetings with the auditing company with the aim of a reciprocal exchange of
relevant information. In reference to the suitability of the instructions given by the Parent
Company to its subsidiaries pursuant to Article 114, paragraph 2 of Legislative Decree 58/98, we
wish to report that the Company is implementing an internal procedure – as yet informal - for the
handling of confidential information and for the dissemination of price sensitive information.
Directors confirmed that, in the near future, these procedures will be formalised.
- We have assessed and checked the suitability of the internal control system and the administration
and accounting system, including the reliability of the latter in reporting in a correct manner
operating events, through information obtained from the company officials responsible for the
respective functions, the examination of company documents and the analysis of the results of the
work performed by the auditing company. We note that the Company, in the month of March
2002, appointed the person responsible for the internal auditing function.
- We have held meetings with representatives of the auditing company, pursuant to Article 150
paragraph 2 of Legislative Decree 58/98, and we received no data or significant information such
as to require highlighting in this report from them.
- The control activity illustrated above was also performed by means of individual intervention at
20 Auditors’ meetings and at all 10 of the Board of Directors’ meetings, pursuant to Article 149,
paragraph 2 of Legislative Decree 58/98.
- As more fully described by the Directors in their Report on Operating Performance, in the
framework of Group re-organisation and restructuring some important operations took place in
the activities of Tiscali SpA, operations which – in view of the significant amounts involved and
the nature of counterparts – might be assimilated to those defined by CONSOB as “atypical
and/or unusual”. Hereunder are listed the most significant of these operations, which have been
also described in the Report on Operating Performance: