Tiscali 2013 Annual Report Download - page 37

Annual financial report as at 31 December 2013
Date
File Name
Status
Page
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Annual Report as at 31
December 2013
37
Composition
Article 10 (Management of the Company) of the Articles of Association envisages that the Board of
Directors may comprise between three and eleven members, as decided by the Shareholders’
Meeting; however, the gender mainstreaming as per current legislation is ensured. As at the date of
this Report, the Board of Directors comprised five members. The Board of Directors also includes a
Audit and Risk Committee and an Appointments and Remuneration Committee and has identified a
Lead Independent Director and the Appointed Director.
Chairman of the Board of Directors and Chief Executive Officer
In accordance with the Company’s Articles of Association, the Chairman of the Board of Directors calls
and conducts board meetings and coordinates its activities. For Board meetings, the Chairman
ensures that Directors receive all necessary documentation, well in advance, to allow the Board to
knowledgeably discuss the business under examination.
The Articles of Association also state that the Board of Directors, within legal limits, may appoint one
or more Chief Executives, establishing the powers within the sphere due to them and within legal
limits. The Board of Directors has granted executive powers to the Chief Executive Officer. Generally,
CEO powers may be exercised up to a maximum value of EUR 25 million.
The Chairman and CEO report to the other Directors and to the Board of Statutory Auditors during
Board meetings and on other occasions, held at least once a quarter, on operations of significant
economic or financial value performed by the Company or its subsidiaries. They also provide the
Board of Directors meetings with adequate and on-going information on atypical or unusual
transactions for which approval does not rest with the Board, and on significant operations
implemented within the scope of powers and duties conferred upon the CEO. Except in cases of
necessity or emergency, such matters are normally also submitted for prior examination by the Board
of Directors so that they may decide upon them in a knowledgeable and considered manner.
Given the limited composition of the Board of Directors and the particular operating needs of the
Company, the circumstance that the offices of Chief Executive Officer and Chairman of the Board of
Directors are both covered by Renato Soru is deemed functional for management purposes. The
constant presence of the Directors and the Auditors during board meetings, the valence of the Audit
and Risk Committee and its on-going activities and participation in company operations along with the
incisiveness and efficacy of the control action carried out by the independent directors, suggest that
the co-existence of the two offices covered by the same Renato Soru cannot cause any detriment for
the Company’s governance.
Non-executive, minority and independent directors
In compliance with the provisions of Italian Law no. 262/2005 and subsequent amendments, the
Articles of Association envisage the presence of at least one independent director if the Board is made
up of up to seven members, and at least two independent directors if the Board is made up of more
than seven members. The Company in any event complies with the Code and, at present, there are
two independent directors with a Board of 5 members of which just Renato Soru, Chief Executive
Officer and Chairman, is in possession of the executive powers delegated by the Board. Furthermore,
the list voting mechanism envisaged by the Articles of Association for the election of the members of
the Board ensures the appointment of at least one director taken from the list which has obtained the
second greatest number of votes and which is not in any way associated with the shareholders who
have presented or voted for said list.