Tiscali
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Committees

Risk Control Committee

During the Board meeting held on 16th February 2016, the new Risk Control Committee was appointed, its function being to advise and recommend. Its objective is to improve the effectiveness and strategic guidance capacity of the Board of Directors with regard to the Internal Audit system. In particular, the Committee helps the Board of Directors to verify the adequacy and correct functioning of the internal audit system, ensuring that the main business risks are identified and appropriately managed. Among its other activities, the Committee assesses, together with the administration managers of the Company and the independent auditing firm, the adequacy of the accounting standards and the procedures for the purpose of drafting the financial statements. It is made up of two independent directors while the third member does not have any powers granted by the Board of Directors and possesses specific administrative and financial expertise.

 

Anna Belova     President
Paola De Martini
Franco Grimaldi

 

Appointments and Remuneration Committee

During the Board Meeting held on 16th February 2016, the new Appointments and Remuneration Committee was appointed; the Company, in accordance with the Code of Conduct for Listed Companies, opted for a single Committee which performs its functions both with regard to appointments and remuneration. The Committee makes proposals to the Board of Directors for the remuneration of the Chief Executive Officer and the other Directors who cover specific offices. Furthermore, it makes proposals with regard to the appointments and remuneration of the Company's senior management and other corporate figures. The Committee aids the Board of Directors in the preparation and implementation of any remuneration plans based on shares or financial instruments and assesses the adequacy and application of the Remuneration Policy and the related annual report. It is made up of three members of which two independent directors and a third, in any event, non-executive member. Following the resignation of Konstantin Yanakov e Nikolay Katorzhnov, on February 24 2017 Dmitry Gavrilin e Sergey Sukhanov were appointed as Member of the Committee.

 

Paola De Martini     President

Dmitry Gavrilin
Sergey Sukhanov
Anna Belova
Franco Grimaldi

 

Committee for the Operation with Related Parties

During the Board Meeting held on 16th February 2016 a Committee for the Operations with Related Parties was appointed. In certain circumstances, the Company’s Code for the Operations with Related Parties disciplined that an ad-hoc committee, shall join the approval process with a preparatory and advisory role. This Committee should be composed by three non-executive and non-related Directors with, at least, the majority of independent Directors.

 

Paola De Martini     President
Anna Belova
Franco Grimaldi

 

Investment Committee

During the Board Meeting held on 16th February 2016 an Investment Committee was appointed. A Committe that plans, yearly or for a different period, the Group's investments, deals and monitors actual and future investments and, in general, deal with Group's strategic investments. Following the resignation of Nikolay Katorzhnov, on February 24 2017 Dmitry Gavrilin was appointed as Member of the Committee.

 

Riccardo Ruggiero     President
Renato Soru
Alexander Okun
Dmitry Gavrilin

 

Extraordinary Financial Transaction Committee

During the Board Meeting held on 16th February 2016 an Extraordinary Financial Transaction Committee was appointed, in charge of assessing and examining the Extraordinary Financial Operations of the Tiscali Group assisting the Board of Directors in their planning and execution. Following the resignation of Nikolay Katorzhnov, on February 24 2017 Dmitry Gavrilin was appointed as Member of the Committee.

 

Riccardo Ruggiero     President
Renato Soru
Alexander Okun
Dmitry Gavrilin
Anna Belova