Tiscali 2008 Annual Report Download - page 53

press bodies, or making public declarations in general, which
contain information on significant events, qualifiable as “privileged”
as per Article 181 of Italian Legislative Decree No. 58/1998,
unless such information has been included in press releases or
documents already disclosed to the public, or expressly authorized
by the Investor Relations office. The wording of Article 181 of
Italian Legislative Decree No. 58/1998 envisages that the system
for the protection of communication includes, on a general basis,
all news which is sufficiently specific so as to permit the drawing
of conclusions on the possible effect on financial instrument
prices, regarding transactions not yet concluded but which one
can reasonably envisage will be concluded and which presumably
a reasonable investor would use as one of the elements they will
base their investment choices on.
In compliance with the matters indicated by Article 114.2 of
Italian Legislative Decree No. 58/1998, on 17 November 2004
a procedure was circulated within the Group with the aim of
disciplining the communication to the Parent Company of price
sensitive events which have occurred within the sphere of
pertinence of the subsidiary companies.
In replacement of the Code of Conduct on Internal Dealing adopted
by the Company in November 2002, and in enactment of the
new Article 115 bis of Italian Legislative Decree No. 58/1998 on
keeping a register of persons with access to privileged information,
the Company established a register of persons (held by the Investor
Relations Office) who, based on their business or profession or
in relation to duties performed, have access to such information.
In accordance with the afore-mentioned legislation, the IT-
managed register contains: the identity of each person with access
to privileged information, the reason that person was entered on
the register, the date of registration, and the date of any updates
to information relating to that person.
5.5 Security Programme Document
Pursuant to attachment B, point 26, of Italian Legislative Decree
No. 196/2003 containing the Code concerning the protection
of personal details, the Directors formally acknowledge that
the Company has adapted to the measures concerning the
protection of personal details, in light of the provisions
introduced by Italian Legislative Decree No. 196/2003 in
accordance with the terms and formalities indicated therein.
Specifically, please note the review of the Security Programme
Document, filed at the registered offices.
5.6 Shares held by Directors and Statutory Auditors
As required by current legislation, and specifically by Article
79 of CONSOB Regulation No. 11971/99 implementing Italian
Legislative Decree 58/1998, the table below indicates the
number of shares held by Directors and Statutory Auditors.
Board of Directors
and timeliness criteria for access to information are observed.
The Company has an Investor Relations Office responsible for
communications with shareholders and institutional investors.
Among its other duties, the Investor Relations Office, reporting
directly to the CEO, drafts press releases and handles their
publication, including via a network of qualified external companies
who professionally perform such tasks. In particular:
•the press releases pertaining to the so-called periodic
information (financial statements, half-year reports, quarterly
reports, etc.) are approved by the Chief Executive Officer,
having consulted the Board of Directors, where possible;
•the press releases relating to extraordinary transactions
(mergers, buy-outs, share capital increases, etc.) are
approved by the Chief Executive Officer, having consulted
the head of the Legal and Corporate Affairs Division;
•in all other cases, the handling of the financial disclosure to
the public is taken care of by the head of the Investor
Relations office. If this is information considered to be price
sensitive, the related publication is approved by the CEO
and by the head of the Legal and Corporate Affairs Division.
Disclosure is ensured not only by means of press releases, but
also via periodic encounters with institutional investors and the
financial community, as well as by extensive documentation
made available on the company website www.tiscali.com in the
“investor relations” section. Recourse to on-line communication,
which is mainly used by the non-institutional public, is
considered strategic by the Company, since it makes
standardized disclosure of the information possible. Tiscali
undertakes to systematically see to the accuracy, completeness,
continuity and up-dating of the financial matters disclosed via
the Company website. It is also possible to contact the Company
using a special e-mail address ([email protected]).
The Directors, Statutory Auditors and top management of Tiscali
and its subsidiaries are obliged to respect the confidentiality of
the documents and information acquired during their activities.
Any dealings between these parties and the press or other means
of mass media, as well as with financial analysts or institutional
investors, which involve confidential documents or information
concerning Tiscali or the Group, may take place solely via the
head of investor relations, unless they involve interviews or
declarations made by the executive directors.
The company managers and, in any event, all the employees and
collaborators are obliged to keep price sensitive information and
documents acquired because of and during their activities
confidential and not to communicate such information to others
except for official or professional reasons, unless these documents
or information have already been made public in the prescribed
forms. The above parties are prohibited from giving interviews to
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