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Report on Coporate Governance 14. Statutory Auditors The Board of Statutory Auditors is made up of three standing auditors and two alternate auditors and the Board is comprised as follows: - Prof. Cristiano Antonelli President - Mrs. Ada Alessandra Garzino Demo Statutory auditor - Mr. Paolo Claretta - Assandri Statutory auditor - Mr. Alessandro Mikla Alternate auditor - Mr. Alessandro Pedretti Alternate auditor The Board of statutory auditors was appointed during the Shareholders’ meeting on 29 April 2009 based on the list which was presented by the majority shareholders of Alika S.r.l., the office expires on December 31, 2011 with the approval of the financial statements. The table below summarizes the Board of Statutory Auditors with the main information requested in accordance to Article 144-decies of the Consob Regulation of Issuers. Other Independent % of attendance offices Name Office held period of office List(*) from Code in meetings held (1) Cristiano Antonelli President From 29.04.09 M X 100% 4 To 31.12.11 Ada Alessandra Statutory auditor From 29.04.09 M X 100% 16 Garzino Demo To 31.12.11 Paolo Statutory auditor From 29.04.09 M X 100% 30 Claretta - Assandri To 31.12.11 Alessandro Mikla Alternate auditor From 29.04.09 M X NA NA To 31.12.11 Alessandro Pedretti Alternate auditor From 29.04.09 M X NA NA To 31.12.11 Legend: M/m: M/list majority list, m/list minority list (1) A list of all positions held has been annexed, according to art 144-quinquies decies of RE, to the Statutory Auditors’ report in compliance to art. 153 paragraph 1 of the TUF. (*) the last quorum for the presentation of the lists reached 2.5%. Nomination was unanimous and reached favorable votes equal to 56.178% of the share capital. Following is a brief description of personal and professional characteristics of the members of the of the Statutory Auditors of the Company: Cristiano Antonelli - President of the Board of Statutory Auditors Mr. Cristiano Antonelli is a professor of political economics, Director of the Economic Department Salvatore Cognetti de Martiis, and Director of the Bachelor degree in Institution and Business Communication at the University of Turin, director of BRICK (Bureau of Research in Innovation Complexity and Knowledge) at Carlo Alberto College. He is the editor of the ‘Economics of Innovation and New Technology’ magazine and along with Bo Carlsson edits the column ‘Economics of Science Technology and Innovation’ of Springer. He is member of the Board of Fondazione CRT, Pirelli&C and President of the Statutory Board of Transalpina di Energia. His education background includes a Master in Economics at ISTAO of Ancona. During 1978 and 1979 he was a junior economist of the Sci- 232
ence and Technology department of the OCSE and Rockefeller Fellow in the Sloan School of Massachusetts Institute of Technology from 1983 to 1985. He has taught in the universities of Sassari, Calabria, the Polytechnic of Milan and in the universities of Manchester, Nice, Lione, Lumiere, Aix-en-Provence, Paris XIII and Paris XII. During the academic year 1999-2000 he taught in the university of Dauphine Paris IX. In the past Mr. Antonelli was: member of the Board of Directors of Telecom Italia in the two-year period 1998-99; member of the Science Committee of Confindustria in 1999 and 2000; Techno-scientific Committee of ENEA from 2000-2004 and was Vice-president of the International Schumpeter Society from 1999 to 2004. Ada Alessandra Garzino Demo - Statutory Auditor Mrs. Ada Alessandra Garzino Demo graduated in Economics at the University of Turin in 1987. She is registered in the Registry of Qualified Accountants and Bookkeepers since 1991 and Registry of Auditors since 1995. She works as a Charted accountant and provides fiscal and corporate consultancy for medium-large companies as well as Multinationals. Mrs. Ada Alessandra Garzino Demo is specialized in Telecommunication tax matters and fiscal planning. She covers the role of both statutory auditor and president in other companies. Paolo Claretta Assandri - Statutory Auditor Mr. Paolo Claretta Assandri received a graduate degree in Economics and Commerce at the University of Turin in 1978, is registered in the Registry of Qualified Accountants and Bookkeepers since 1981 and Registry of Auditors since 1983. He works as a Charted accountant for Studio Zunino Associazione Professionale and provides fiscal and corporate consultancy for medium-large companies as well as Multinationals In 2010 the Statutory Auditors met eight (8) times. The Board of Statutory auditors in 2010 received the following compensations: (in Euros) Non Name P period of Term of Emoluments in Other monetary and Surname Office held office office (*) <strong>Reply</strong> S.p.A. compensation benefits Members in office Cristiano Antonelli President 01/01/10 – 31/12/10 31/12/11 41,730 - - Ada A. Garzino Demo Auditor 01/01/10 – 31/12/10 31/12/11 28,095 - - Paolo Claretta Assandri Auditor 01/01/10 – 31/12/10 31/12/11 28,095 - - (*) the Board of Statutory Auditors will hold office until the Shareholders’ meeting approving the December 31, 2011 financial statements. Legislative decree 39/2010 assigns the Board of Statutory Auditors the role of committee for internal control and audit responsible for supervising: (i) the financial disclosure process, (ii) the effectiveness of the internal control, internal audit and risk management systems, (iii) the audit of the annual separate and consolidated accounts, (iv) the independence of the independent auditors. 233
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