Tiscali 2008 Annual Report Download - page 165

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164
REPORT OF THE BOARD OF STATUTORY AUDITORS
Tiscali Spa 3
Report of the Board of Statutory Auditors
The Directors have indicated that uncertainty exists with regard to the assumption of
the Group’s business continuity, but they have adopted the assumption of the business
as a going-concern in the financial statements, deeming that there is a reasonable
probability of reaching an agreement with the financial institutes.
The positive conclusion of these negotiations and the achievement of the
afore-mentioned financial debt restructuring agreement are essential elements for
overcoming the uncertainties expressed with regard to the assumption of the business
continuity.
Therefore, significant uncertainties remain such that they do not permit us to draw
conclusions on the appropriateness of the outlook of the continuation of the business
activities and, consequently, on the ability of the Tiscali Group to accomplish its
activities and meet its liabilities during the normal course of business.
Taking due note of the motives adopted by the independent auditing firm, the Board of
Statutory Auditors believes that the assessment of the existence of the business continuity
formulated by the Directors is founded, based on the achievement of the Business Plan and on
the reasonable probability of finalizing an agreement with the financial institutes in the
suspension periods.
A complaint has been received pursuant to Article 2408 of the Italian Civil Code, relating to a
delay in the presentation of corporate documents at Borsa Italiana SpA. The Board was able to
ascertain the scant seriousness of the breach and its prompt solution and the up-dating of the
existing procedure.
In pursuance of Article 149.1 letter e) bis of Italian Legislative Decree No. 58/98, we formally
acknowledge that the Directors in their report on Corporate Governance declare that the
Tiscali Group complies and follows the Code of Best Practice for listed Italian companies issued
in March 2006. Compliance with the legislation envisaged by the afore-mentioned Code has
been effectively verified by ourselves and has formed the subject matter, with regard to its
various aspects, of the report on Corporate Governance which the Board of Directors makes
available to you and to which we make reference so as to provide you with the most adequate
and complete disclosure in this connection. As indicated in said report, during 2009 – following
the resignation of the Director Arnaldo Borghesi – the Internal Audit Committee needs to be
supplemented. We therefore point out the need for the future composition of the Board of
Directors to permit the formation of several Committees, in accordance with the matters
envisaged by the Code of Best Practice.