Lead Indipendent Director
During the meeting held on 15 May 2012, the Board of Directors appointed Franco Grimaldi Lead Independent Director, envisaged by the Code of Conduct for listed companies in which the same individual covers the office of Chairman of the Board and Chief Executive Officer or the latter is the reference shareholder. The Lead Independent Director is one of the independent Directors who represents the point of encounter and co-ordination for the requests and contributions of the same, together with those of the nonexecutive directors He works together with the Chairman of the Board for the best functioning of the Board and may call, independently or upon the request of other directors, meetings of just the independent directors regarding aspects pertaining to the governance of the Company.
Director in charge of the internal audit and risk management system
During the Board Meeting held on 15 May 2012, the Director Luca Scano was appointed as the Director in charge of the internal audit and risk management system. The main activities of the Appointed Director aim to identify and handle the main corporate risks, to be submitted for the evaluation of the Board of Directors, as well as the policies of the Internal Audit and Risk Management System. The Appointed Director operatively implements the indications of the Board of Directors concerning internal auditing and risk management therefore he cannot be deemed to be an independent director; amongst other aspects, he proposes the appointment of the Head of the internal audit division.
Board Secretary: Luca Naccarato
Executive in charge of drawing up the company's accounting documents
During the meeting held on 15 May 2012, the Board of Directors appointed the Executive in charge of drawing up the Company's accounting documents, Pasquale Lionetti, a company executive in possession of the necessary requisites as well as proven experience with regard to accounting and financial matters.
During the board meeting held on 15 May 2012, the new Supervisory Body of the Company was appointed, replacing that which had previously expired at the time of approval of the financial statements as at 31 December 2011. The new body also carries out its role on behalf of the subsidiary Tiscali Italia S.p.A.. The Supervisory Body is a central element of the Organisational Model pursuant to Italian Legislative Decree No. 231/2011 whose efficiency and correct application it checks. In order to ensure the independence and efficacy of the Body's action, it is made up of two members from within the Company and a qualified external member, who is entrusted the role of chairman.
Maurizio Piras Chairman
Internal Audit Coordinator
The Board Meeting held on 15 May 2012 appointed Carlo Mannoni, Group executive, Head of Regulatory Affairs and member of the Supervisory Body, as the Internal Audit Coordinator; Carlo Mannoni boasts specific expertise with regard to economic aspects and business organisation and has in-depth knowledge of the telecommunications sector. He chairs the Internal Audit division aided by the Director in charge of the internal audit system and works together with the Risk Control Committee and the other divisions tasked with the internal audit system of the Company.