Tiscali 2013 Annual Report Download - page 41

Annual financial report as at 31 December 2013
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File Name
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Annual Report as at 31
December 2013
41
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 Italian Law No. 262/2005, as amended by Italian Legislative Decree No. 303/2006.
In any event, if the Board of Directors elected as above does not permit the observance of the balance
between genders envisaged by the afore-mentioned legislation, the last members elected from the
majority list of the gender represented the most fall from office and are replaced by the first candidates
not elected on the same list of the gender represented the least. In the absence of candidates of the
gender represented the least on the majority list in a number sufficient to go ahead with replacement,
the afore-mentioned criteria will apply to the minority lists progressively voted for the most from which
the elected candidates have been taken. On a residual basis, the shareholders’ meeting takes steps to
supplement the Board of Directors so as to ensure the satisfaction of the requirements of balance
between genders envisaged by current legislation.
Pursuant to the aforementioned Article 11 (Board of Directors), the lists containing the proposals for
appointment to the office of Director must be filed at the Company’s registered office at least twenty-
five days prior to the date envisaged for the Shareholders' Meeting, 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 exist, as
essentially in line with the principles and application criteria contained in Article 5 of the Code. The lists
and the accompanying documentation must be made public in accordance with the legal formalities at
least twenty-one days before the date envisaged for the Meeting. In the event of resolution to appoint
individual members of the Board of Directors, the voting list 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.
Even if on the basis of the provisions of the aforementioned Article 11 (Board of Directors) and the
above considerations, the Directors’ appointment mechanism ensures an impartial and fair system
with respect to minority shareholders, the Board in any event deemed it appropriate that the
Remuneration Committee adopt the functions also in relation to appointments, thereby becoming the
Appointments and Remuneration Committee. The report on operations attached to the financial
statements at 31 December 2013 contains an overview of the Board Members' remuneration system
(see the note “Remuneration of Directors, Statutory Auditors and managers with strategic
responsibilities" in the 2013 financial statements); for greater disclosure, also with reference to the
information required by Article 123 bis, section 1, letter i), reference should be made to the
Remuneration Report which will be submitted to the shareholders’ meeting called to approve the
financial statements as of 31 December 2013.
To-date, the Board has ascertained not to adopt a plan for the succession of the executive directors.
Shareholders’ meetings
Consistent with the principles and application criteria contained in Article 9 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, pursuant to and in accordance with law
must be made available to them at the registered offices when meetings are due to be held, the