Tiscali 2001 Annual Report Download - page 52
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44
Role of the Board of Directors
The operations performed and powers exercised by the Company's Board of Directors are
set out in Article 14 of the Company Statute ("Powers of the Directing Body"). In the
exercise of its directorial functions, the Board of Directors holds regular meetings at
suitable intervals, and all its members operate with full knowledge and autonomy of
judgement. The Board of Directors is responsible for establishing strategic and
organisational policy, and for verifying the existence of the controls required to monitor
the progress of the Company.
For the year ending December 31, 2001 and for the current year, the Board of Directors has
drawn up a schedule of meetings to deliberate on and approve the periodic accounting
documents relating to the Company (quarterly reports, interim report and draft balance
sheet).
These operations are described in the reports drawn up by the Board of Directors for the
perusal of shareholders. Moreover, as required by Article 14 of the Company Statute
("Powers of the Directing Body"), the Board of Directors reports on a quarterly basis to the
Board of Statutory Auditors on its activities and on the operations of greatest financial and
economic impact involving the Company or its subsidiaries.
Structure of the Board of Directors
The Board of Directors currently consists of seven non-executive directors out of a total of
eight. The only director with executive functions is in fact Chairman of the Board and CEO,
Mr Renato Soru. This ensures that the judgement of non-executive directors is given
considerable weight in the decision-making process. The role of the non-executive
directors is in fact to contribute their specific skills and know-how to board discussions,
and to assist in passing motions which meet the Company's interests. We feel that the
present structure of the Board is well-balanced and, as far as competence and professional
skills are concerned, able to guarantee good management for the Company.
Independent Directors
The Board of Directors also includes two independent members, namely Prof. Maurizio
Decina and Mr Hermann Hauser. These directors are considered independent in that: (i)
they have no significant economic relations with the Company, its subsidiaries, its
executive directors, the majority shareholder or group of shareholders which could
influence their autonomy of judgement; (ii) they do not hold, either directly or indirectly,
shareholdings that would enable them to exercise control over the Company, nor do they
participate in any external pacts for control of the Company itself.