Tiscali 2013 Annual Report Download - page 40

Annual financial report as at 31 December 2013
Date
File Name
Status
Page
-
Annual Report as at 31
December 2013
40
The average duration of the Board meetings was approximately 70 minutes. The Board of Directors
and the Board of Statutory Auditors are sent draft copies of the documents to be approved
beforehand, together with all the disclosure documentation instrumental to the various resolutions. The
sending of the documentation is seen to by the Company Secretariat which takes steps to collate the
documents from the appointed sectors and forward them with the utmost notice possible; tendentially
the documentation is sent in one go together with the calling of the board meeting; by way of
exception, if they are not available, certain documents can be sent after the calling but always with
suitable notice before the meeting.
On 14 November 2013, the Board of Directors approved the calendar of its meeting for 2014:
28 March 2014 (Approval of the draft annual financial statements at 31 December 2013),
29 May 2014 (Annual shareholders’ meeting),
14 May 2014 (Approval of the Quarterly Report at 31 March 2014),
28 August2014 (Approval of the Half-year Report at 30 June 2014),
13 November 2014 (Approval of the Quarterly Report at 30 September 2014).
Subsequently, a number of changes to this calendar were communicated. During the meeting held on
28 March 2014, the Board, pending the definition of the negotiations for the restructuring of the
Group’s senior debt, resolved to postpone the approval of the draft financial statements as at 31
December 2013 and the calling of the related shareholders’ meeting. During the meeting held on 29
April 2014, the Board then resolved to postpone the approval of the quarterly report as at 31 March
2014 as well. Subsequently, the Board met another six times approving the annual report as at 31
December 2013 in the meeting held on 13 June 2014.
Appointment of Directors
Article 11 (Board of Directors) of the Articles of Association specifies a voting list for the appointment
of Directors, guaranteeing the appointment of a certain number of Directors 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. 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 Company took steps
to adapt the appointment mechanisms in line with Italian Law No. 120/2011 regarding gender balance
with regard to access to the management and audit bodies of companies listed on organised markets;
therefore, each list must present a number of candidates belonging to the gender represented the
least equal to the minimum number required by current legislation.
The appointment of the Directors takes place 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 progressively
divided by one, two, 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 thus to candidates on the various lists are compiled into