Report 2010 - Italcementi Group

2010 Annual Report
Presentation 6
Consolidated Annual Report 28
Corporate Governance Report on Corporate Governance and ownership structure 168
Annexes 218
3) The Internal Control Committee, to which the Code of Conduct assignes, among other things, the task of:
a) assessing, together with the manager in charge of preparing the company’s financial documents and the
external auditors, the correct application of accounting and their uniformity for the purposes of preparing
the consolidated financial statements;
b) examining the audit plan and periodic reports prepared by the controller;
c) reporting to the Board of Directors, at least every six months, called to approve the financial statements
and the half-year report, on the activities undertaken and on the adequacy of the internal control system;
4) The Chief Operating Officer, who is responsible, among other things, for overseeing Italcementi S.p.A.’s
activities and the activities of the industrial companies directly or indirectly controlled by Italcementi S.p.A.
and of the companies in which the latter has, directly or indirectly, an equity interest which enables the
exercise of significant influence. Moreover, the Chief Operating Officer and the Deputy Chief Operating
Officer, together with the heads of functions who report directly to them and who are involved in the process
of drafting financial disclosures have to issue specific certifications on the data and information provided,
both in relation to their correct representation and in relation to the effective and efficient application of the
administrative and accounting procedures in their areas of assignement;
5) The Manager in charge of preparing the company’s financial reports, who, as envisaged in the
regulation approved by the Board of Directors, is responsible, among other things, for:
a) planning adequate administrative and accounting procedures for the drafting of the financial statements,
the limited half-year financial statements and the consolidated financial statements, as well as any other
financial communication, by updating such procedures and ensuring dissemination and compliance, as
well as verifying their effective application;
b) assessing, together with the Internal Control Committee and the external auditors, the correct application
of accounting principles and their uniformity for the purposes of the consolidated financial statements;
c) handling the periodic reporting to senior management and the Board of Directors on the activities
undertaken;
d) managing the periodic review of the assessment activities and update the risk map relating to financial
disclosure;
e) taking part in the development of information systems that have an impact on the company’s financial
positions and results of operations.
6) The Controller, who has the task of verifying that the internal control system is always adequate, fully
operational and functional. The controller has direct access to all the information required to perform this
task, is not responsible for any operational area and does not report to any manager in the operational
areas, including administration and finance. The controller reports on the way risk management is handled,
in compliance with the plans established to contain such risks and, in compliance with the legally prescribed
terms and procedures, to the Internal Control Committee, the executive director in charge of overseeing the
functioning of the internal control system, and the Board of Statutory Auditors and states his opinion on the
suitability of the internal control system to achieve an acceptable overall risk profile.
7) Compliance committee, who is responsible for continuously overseeing the effective functioning and
enforcement of the organization, management and control model ex Leg. Dec. 231/01, liaising with, among
others, the manager in charge of preparing the financial reports with reference to relevant issues in terms of
financial disclosure;
177
www.italcementigroup.com