Tiscali 2008 Annual Report Download - page 45

Chairman and Chief Executive Officer Mario Rosso
Directors Francesco Bizzarri
Massimo Cristofori
Umberto De Iulio
Renato Soru
Company Secretary Luca Naccarato
The mandate of the current Directors will expire with the approval
of the 2010 financial statements.
Board of Statutory Auditors
Until 12 June 2008, the Board of Statutory Auditors comprised:
Aldo Pavan (Chairman), Massimo Giaconia, Piero Maccioni
(Statutory Auditors), Andrea Zini, Rita Casu (Deputy Auditors).
Following the resignation of the Statutory Auditor Massimo
Giaconia, the Board of Statutory Auditors currently comprises:
Chairman Aldo Pavan
Statutory Auditors Piero Maccioni
Andrea Zini
Deputy Auditors Rita Casu
The mandate of the current Statutory Auditors of the Company
– appointed by the shareholders’ meeting held on 18 May 2006
– will expire as of the date of the shareholders’ meeting called
for the approval of the 2008 annual financial statements.
Executive in charge of drawing up the Company’s accounting
documents
As envisaged by Article 14 of the Articles of Association, in pursuance
of the provisions of Italian Law No. 262/2005, on 7 August 2008
the Board of Directors took steps to appoint Romano Fischetti,
currently Planning, Reporting & Control manager, as executive in
charge of drawing up the Company’s accounting documents.
Independent Auditing Firm
The shareholders’ meeting held on 29 April 2008 granted the
appointment to audit the accounts, formerly covered by Deloitte
& Touche S.p.A., to Reconta Ernst & Young S.p.A.. This
appointment will expire with the approval of the 2016 annual
financial statements by said shareholders’ meeting.
Committees
During the meeting held on 12 May 2008, the Board of Directors
took steps to establish the following committees internally: the
Internal Audit Committee, comprising Umberto De Iulio and
Arnaldo Borghesi, the Remuneration Committee, comprising
Francesco Bizzarri, Umberto De Iulio and Arnaldo Borghesi
and the Supervisory Body, made up of Pasquale Lionetti, Vittorio
Serafino and Annarita Succi.
Following the resignation of the Director Arnaldo Borghesi on
25 February 2009, the committees are currently made up as
follows:
•Internal Audit Committee Umberto De Iulio;
•Remuneration Committee Francesco Bizzarri, Umberto
De Iulio;
•Supervisory Body: Pasquale Lionetti.
Shareholding structure
As at the date of this Report, the authorized share capital came
to EUR 310,445,745, while that subscribed and paid-in totalled
EUR 308,272,742.50; it is represented by 616,545,485 ordinary
shares with a par value of Euro 0.50 each.
The following table contains indication of the name or corporate
name of the shareholders with the right to vote who hold an
equity investment of more than 2% and who have informed
the Company and CONSOB of their equity investment in
pursuance of Article 120 of Italian Legislative Decree No.
58/1998, the number of shares held, as well as the percentage
of the same in relation to the subscribed and paid-in share
capital, as recorded in the shareholders’ register.
Shareholder Shares held Percentage
Renato Soru 123,883,719 20.09%
directly (*) 92,272,200 14.97%
via Andalas Ltd 14,831,091 2.40%
via Monteverdi S.p.A. (*) 5,825,898 0.94%
via Cuccureddus S.r.l. unip. (*) 10,954,530 1.78%
Sandoz Family Foundation 39,742,103 6.44%
directly 1,525,025 0.24%
via Haselbeech Holding NV 32,742,664 5.31%
via Mallowdale Corporation NV 5,474,414 0.88%
(*) Mr. Renato Soru, on 19 December 2008, entered into a deed with Mr. Gabriele Racugno
involving fiduciary transfer for administrative purposes. By virtue of this deed, the fiduciary
party will have to exercise all the rights, including the voting right, and the prerogatives associated
with the shares without any instruction from the other party. The equity investment subject to
fiduciary negotiation equated to 17.69% of the entire share capital. On 20 March 2009, an
amendment was made to the transfer deed with re-registration in the name of the other party
of the shares he originally held directly; as a result of said re-registration, the equity investment
subject to fiduciary negotiation currently equates to 2.72% of the entire share capital.
CORPORATE GOVERNANCE REPORT
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