Tiscali 2008 Annual Report Download - page 48

Appointment of Directors
Article 11 (Board of Directors) of the Articles of Association
specifies a list voting for the appointment of Directors, guaranteeing
the appointment of a certain number of Directors also from those
listed who have not obtained the majority of votes, and ensuring
transparency and correctness of the appointment procedure.
Shareholders are entitled to present lists if, alone or together with
other shareholders, they represent at least the percentage of the
share capital envisaged by applicable legislation (currently 2%
of shares with the right to vote during ordinary shareholders’
meetings). This mechanism ensures, therefore, that even minority
Shareholders have the power to submit their own lists. Everyone
with a voting right may vote for one list only.
The election of Directors proceeds as follows: (a) five sevenths
of Directors are appointed from the list receiving the majority
of votes expressed by Shareholders; (b) the remaining Directors
are appointed from the other lists. For this purpose, the votes
obtained by the lists are successively divided by one, due, three,
four, five, etc, according to the number of Directors to be elected.
The quotients obtained thus are then progressively assigned to
candidates on each list, in accordance with their respective
order. The quotients assigned to candidates on the various lists
are compiled into a single list in descending order. Those elected
are the candidates with the highest quotients, in any event after
appointment of the candidate first on the list receiving the
second highest number of votes, and who is in no way connected
with that first list, and after the appointment of one or two
independent directors, depending on whether the Board
comprises more or less than seven members, in accordance
with the provisions of Italian Law No. 262/2005, as amended
by Italian Legislative Decree No. 303/2006.
Pursuant to the aforementioned Article 11 (Board of Directors),
the list of nominations must be filed at the Company’s registered
office at least ten days prior to the date of the next Shareholders'
Meeting in first calling, together with the professional CVs of
individuals appearing on the lists and a declaration from each
accepting their candidature and declaring the inexistence of
reasons for ineligibility or incompatibility and that the honourable
and professional qualifications required under applicable law
and by the Articles of Association are met and substantially in
line with the principles and application criteria contained in
Article 6 of the Code.
In the event of resolution to appoint individual members of the
Board of Directors, the list voting appointment mechanism is
not applicable, article 11 (Board of Directors) of the Articles
of Association specifying its use only in the event of integral
renewal of the Board.
Based on the provisions of the afore-mentioned Article 11 (Board
of Directors) and in light of the above considerations, it was not
considered necessary to establish a special Appointments
Committee in that the Directors’ appointment mechanism ensures
an impartial and fair system with respect to minority shareholders.
The report on operations attached to the financial statements
at 31 December 2008 contains an overview of the Board
Members' remuneration system (see Section 8.5,
Remuneration
of Directors, Statutory Auditors and Executives with strategic
responsibility
, page 103).
Shareholders’ meetings
Consistent with the principles and application criteria contained
in Article 11 of the Code, the Company encourages and
facilitates the participation of Shareholders in meetings,
providing any Company-related information requested by the
Shareholders in accordance with regulations governing price-
sensitive communications.
To facilitate the receipt of information and attendance at meetings
by its Shareholders, and to facilitate access to documentation
which, in accordance with law must be made available to them
at the registered offices when meetings are due to be held, the
Company has made said information available in a special "investor
relations" section of its website www.tiscali.com, allowing said
information to be downloaded in electronic format.
As indicated in application criteria 5 of Article 11 of the Code,
on 16 July 2001 the Shareholders’ Meeting adopted its own AGM
Regulations, also available on the Company website.
The Board of Directors believes that minority Shareholders’
prerogatives have been respected when adopting resolutions, in
so far as the current Articles of Association do not provide for
majorities other than those laid down by law.
In pursuance of Article 2370 of the Italian Civil Code and Article
8 (Participation in Shareholders’ Meetings) of the Articles of
Association, shareholders are entitled to attend shareholders’
meetings if, at least two days before the date set for the meeting
in first calling, they have sent the Company the communication
via the authorized broker pursuant to the current provisions,
bearing witness to ownership of the shares and the right to
vote, along with any voting proxy.
Board of Statutory Auditors
Appointment and composition
Consistent with Article 10.1 of the Code, in relation to the
appointment of Statutory Auditors, Article 18 of the Articles
of Association (Board of Statutory Auditors) envisages a list
voting system which guarantees the transparency and
correctness of the appointment procedure and protects
minority Shareholders' rights.
CORPORATE GOVERNANCE REPORT
47