Report 2010 - Italcementi Group

at their request, the Chief Executive Officer provide data and professional details on candidates and their
eligibility as independent directors.
Actually, in inviting issuers to evaluate the setting-up of an Appointments Committee within the Board of
Directors, the Corporate Governance Committee stated that “... this solution has its origin in systems with a
widespreaded shareholdings, to ensure an adequate level of independence of the directors in relation to
management ...”.
Finally, the Board of Directors, in compliance with the regulation envisaged for transactions with related
parties, set up from among its own members, during the adoption of the related procedure, a Committee for
Transactions with Related Parties, which consists of only independent directors and the composition of which
coincides with that of the Internal Control Committee.
The Committee for Transactions with Related Parties has the task of assessing the formal and substantial
accuracy of the transactions undertaken directly by the company, or through its subsidiaries, with other related
parties.
The members of the Committee were asked to express their approval on the procedure prior to its adoption.
The Committee elects its own Chairman and, at the latter’s request, a secretary who is not necessarily a
member of the Committee and who has the task of preparing the minutes of meetings. The members of the
Committee for Transactions with Related Parties are required to promptly declare the existence of any dealings
in relation to the specific transaction with related parties, in order to permit application of the equivalent
controls. In order for the meetings of the Committee to be valid, it is necessary for the majority of the serving
members to be present. The meetings of the Committee can also be held using telecommunication technology.
The Committee passes resolutions with the majority of those with voting rights.
Lead independent director
The «Code» envisages, in relation to independent directors, that should the Chairman of the Board of Directors
be the primary officer responsible for company management, and also when the position of Chairman is held
by the person who controls the company, the Board appoint an independent director as «Lead independent
director», to provide a reference for and coordinate requests and contributions of non-executive directors and,
in particular, independent directors.
At the meeting of April 16 th , 2010, the Board of Directors appointed Mr. Alberto Clô, an independent director,
as «Lead independent director».
Controls’ system
The Board of Directors appoints an executive director (normally the Chief Executive Officer) to oversee the
activities of the internal control system, whose duties, as already noted in the section «Features of the risk
management and internal control system regarding the financial disclosure process» include, inter alia:
a) identifying the main corporate risks, taking into account the characteristics of the activities carried out by the
company and subsidiaries, and periodically submitting them for examination to the Board of Directors;
b) executing the guidelines established by the Board of Directors, taking care of the planning, achievement
and management of the internal control system, constantly checking its overall adequacy, effectiveness and
efficiency; in addition, to keep the system aligned with developments in business scenarios, legal and
regulatory framework.
The Board of Directors, upon proposal of the executive director charged with overseeing the actvities of the
internal control system and based on the Internal Control Committee’s opinion, appoints and revokes the
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