Tiscali 2008 Annual Report Download - page 44

5.1 Foreword
In pursuance of Article 124 bis of Italian Legislative Decree
No. 58/1998, as implemented by Article 89 bis of the Issuers’
Regulations, adopted by Consob under resolution No. 11971
of 14 May 1999, and the current Instructions to the Regulations
for Markets organized and run by Borsa Italiana S.p.A., Section
IA.2.6, listed companies are obliged to draw up an annual
disclosure report on their Corporate Governance system and
on compliance with the Code’s recommendations (as defined
below). This report must be made available to the shareholders
at least 15 days before the shareholders’ meeting for the
approval of the annual financial statements and forwarded at
the same time to Borsa Italiana S.p.A. who will make it available
to the general public.
The report is also published in the “investor relations” section
on the Company website: www.tiscali.com.
Fulfilling the prescribed obligation and with the intention of
providing extensive corporate disclosure to the shareholders
and the investors, Tiscali S.p.A.’s (“Tiscali” or the “Company”)
Board of Directors has drawn up this report (the “Report”), in
compliance with the guidelines published by Borsa Italiana
S.p.A. and in light of the indications provided by Assonime in
this connection.
Therefore, the Report is split into two parts. The first part fully
illustrates the corporate governance model adopted by Tiscali
and describes the directors and officers, as well as the
shareholding structure. The second part by contrast provides
detailed disclosure regarding compliance with the Code’s
recommendations by means of a comparison between the choices
made by the Company and said recommendations of the Code.
5.2 Part I: Corporate Governance structure
General principles
The term Corporate Governance defines the series of processes
for managing the corporate activities with the aim of creating,
protecting and increasing the value for the shareholders and
investors over time. These processes must ensure the
achievement of the corporate objectives, the maintenance of
socially responsible conduct, transparency and responsibility
vis-à-vis the shareholders and the investors.
In order to ensure the transparency of management’s operations,
correct market disclosure and protection of the socially relevant
interests, the corporate governance system adopted by Tiscali
fully draws on the recommendations of the Code of Conduct
(the “Code”), drawn up by the Corporate Governance Committee,
March 2006 edition. The Company adopts practices and
principles of conduct, formalized in procedures and codes, in
line with Borsa Italiana S.p.A.’s indications, CONSOB
recommendations and with the best practice seen at national
and international level; furthermore, Tiscali has equipped itself
with an organizational structure suitable for correctly handling
business risks and potential conflicts of interest which may
occur between Directors and shareholders, majority and minority.
Adopted model
In relation to the system of management and control, the
Company has adopted the traditional model, which envisages
the presence of the Board of Directors and the Board of
Statutory Auditors. Notwithstanding the fact that recent
company law reforms have given public limited companies the
right to adopt models that depart from the traditional structure,
the company has decided to keep its system of corporate
governance unchanged in order to guarantee continuity and
consistency with the consolidated structure, allowing a distinct
division of roles and powers assigned to corporate bodies, in
consideration of the provisions of the Code.
Directors and Auditors, and the company appointed
to audit the accounts
The governing bodies comprise the Board of Directors, the Board
of Statutory Auditors and the Shareholders’ Meeting.
Board of Directors
Up until the meeting held on 27 and 28 February 2008, the
Board of Directors was made up as follows: Vittorio Serafino
(Chairman), Tommaso Pompei (Chief Executive Officer), Francesco
Bizzarri, Arnaldo Borghesi, Massimo Cristofori, Gabriele Racugno,
Mario Rosso, and Rocco Sabelli (Directors).
During the Board Meeting held on 27 and 28 February 2008,
Mr. Tommaso Pompei relinquished the powers received on 11
January 2006 to the Board. During the same meeting, the Board
delegated said powers to Mr. Mario Rosso.
During the above meeting, the Directors Gabriele Racugno,
appointed by the shareholders’ meeting held on 5 May 2005,
and Rocco Sabelli, appointed by co-option by the Board on 20
December 2006 and subsequently confirmed by the shareholders’
meeting held on 3 May 2007, handed in their resignation.
Following the shareholders’ meeting held on 29 April 2008, the
Board of Directors was thus: Mario Rosso (Chairman and Chief
Executive Officer), Francesco Bizzarri, Arnaldo Borghesi, Massimo
Cristofori, and Umberto De Iulio (Directors)
Following the resignation of the Director Mr. Arnaldo Borghesi
on 25 February 2009 and following the co-opting of the Director
Renato Soru on 19 March 2009, the Board is currently made
up as follows:
CORPORATE GOVERNANCE REPORT
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