Tiscali 2008 Annual Report Download - page 47

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prepared, the Board evaluates the Directors' independence on
the basis of information provided by the Directors themselves,
and provides the market with appropriate information in this
respect by publishing said Report.
Up until the Board meeting held on 27 and 28 February 2008,
Gabriele Racugno and Rocco Sabelli were independent
directors; their independence requisites were consistent with
the matters indicated by the principles and applications criteria
pursuant to Article 3 of the Code. For the sake of completeness
of information, it should be specified that during 2007, the law
firm of the former Director Gabriele Racugno provided
consultancy services to the Company under market terms for
a total sum of EUR 65,727.88.
As from the appointment of the new Board of Directors which
took place on 29 April 2008, Umberto De Iulio is an
independent director, whose independence requisites are
consistent with the matters indicated by the principles and
applications criteria pursuant to Article 3 of the Code and
pursuant to Article 148 of the Consolidated Finance Law.
The offices covered by the Board members in their capacity
as directors of other listed companies, banks or insurance
companies or businesses of a significant size, are listed below.
None of the Directors cover roles in boards of statutory auditors
of other listed companies, banks or insurance companies or
businesses of a significant size.
Even in consideration of the offices covered elsewhere and the
part they play in Company life, the Company believes that the
Directors are in a position to dedicate the necessary time for
the diligent performance of their duties as Company directors.
Roles in boards of directors of other listed companies,
banks and insurance companies and businesses of a significant size
Mario Rosso
Chairman of Consorzio Distretto ICT – Rome
Francesco Bizzarri
Freelance professional, Studio Bizzarri
Massimo Cristofori
Board Director of SEAT Pagine Gialle S.p.A.
Umberto De Iulio
Chief Executive Officer of Italtel S.p.A.
Renato Soru(*)
(*) Office covered as from 19 March 2009
In the specific “investor relations” section of the website
www.tiscali.com, the Company publishes the professional
résumés of its Directors, so that the shareholders and investors
can assess the professional experience and the authoritativeness
of the Board members.
Board meetings
The Board of Directors meets regularly and in any event at the
time of the approval of the quarterly reports, the half year report
and the draft annual financial statements.
It is consolidated practice that executives and consultants from
outside the Company are also called to attend Board meetings,
according to the subjects being dealt with. If and when
necessary, the Board of Directors avails itself of fairness opinions
or rather legal opinions issued by consultants and experts, so
as to facilitate the adoption of the resolutions proposed during
the meetings in an informed and aware manner.
As can be seen in the tables below, during 2008 the Board of
Directors met nine times, mainly so as to discuss and approve
the periodic accounting figures and significant transactions
implemented by the Company. During 2009, and up until the
date of this Report, the Board met five times. On average, nearly
all the Directors and the members of the Board of Statutory
Auditors took part in the afore-mentioned meetings.
Meetings during first half of 2008
10.01.08 27/28.02.08 19.03.08 29.04.07 12.05.08 Average
Directors present 885556.
2
Percentage 100% 100% 83.3% 100% 100% 96.6%
Statutory Auditors present 333333
Percentage 100% 100% 100% 100% 100% 100%
Meetings during second half of 2008
07.08.08 10.10.08 12.11.08 22.12.08 Average
Directors present 45554.
75
Percentage 80% 100% 100% 100% 95%
Statutory Auditors present 33333
Percentage 100% 100% 100% 100% 100%
Meetings during first half of 2009
06.03.09 19.03.09 24.03.09 27.03.09 Average
Directors present 44444
Percentage 100% 100% 80% 80% 90%
Statutory Auditors present 33333
Percentage 100% 100% 100% 100% 100%
On 22 December 2008, the Board of Directors approved the
calendar of its meeting for 2009.
The next meetings scheduled are for:
•12 May 2009 (Approval of the Quarterly Report at 31
March 2009)
•6 August 2009 (Approval of the Half-year Report at 30
June 2009)
•12 November 2009 (Approval of the Quarterly Report at 30
September 2009)
CORPORATE GOVERNANCE REPORT
46