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
commercial activities of Italcementi S.p.A.; directing, coordinating and controlling the activities of the
industrial subsidiaries; proposing to the Chief Executive Officerthe functional arrangements of the corporate
organization; maximizing the efficiency of the corporate production units of the Italian subsidiaries and their
compliance with the regulations and laws in force; determining and cooperating with the Chief Executive
Officer in establishing staff management guidelines.
In addition, the Chief Operating Officer has been granted powers to undertake industrial transactions
(technical, manufacturing, commercial, administrative and some financial) up to a limit of 20 million euro for
each individual transaction and real estate transactions up to a limit of 15 million euro for each individual
transaction.
The limits set for the powers granted respectively to the Executive Deputy Chairman and the Chief Operating
Officer are doubled should their signature be combined with that of the other. In addition, and solely for
industrial activities, the limits set for the powers granted to the Chief Operating Officer are doubled should their
signature be combined with that of one of the Deputy Chief Operating Officers, if appointed.
The Chief Executive Officer and the Chief Operating Officer have assigned specific and more limited powers to
managers of the company within their area of activities.
The Chief Executive Officer and the other executive directors have periodically informed the Board of Directors
and the Board of Statutory Auditors, as envisaged by the «Code» and by the company by-laws, about activities
undertaken within their assignements and powers. In addition, the most important transactions with an impact
on the financial statements undertaken by the company, the main transactions with related parties as well as
transanctions leading to potential conflicts of interests, have been submitted to the Board of Directors, even
when within the limits of their powers.
Composition of the Board of Directors and its meetings
The Italcementi S.p.A. Board of Directors has 16 non-executive directors out of a total of 19. Among the nonexecutive
directors, 10 are independent.
The Chairman and the Executive Deputy Chairman are deemed as executive directors in consideration of the
powers granted to them.
The Chief Executive Officer belongs to the executive directors . The Board of Directors, upon his/her
appointment, determines duties and powers and sets any quantitative limits on the exercise of such powers.
The granting of powers (including those of the Chief Operating Officer) is based on the principle of segregation
of competences.
Three of the 6 members of the Executive Committee, are executive directors; the others, two of whom
independent, are, in any case, deemed non-executive directors. That because the company’s Executive
Committee does not meet on a regular basis and in fact only meets when it is necessary to promptly adopt
specific resolutions. The Code of Conduct promoted by Borsa Italiana S.p.A., also, agrees with this
interpretation provided that, as in this case, the director is not granted individual executive powers.
During examination of the draft financial statements for the year and taking into account the information
supplied by each director, the Board of Directors assessed the good reputation and independence of its
members: the results of this assessment are shown on the first page of this Annual Report, as well as in the
table attached to this Corporate Governance report.
As envisaged by the «Code», on March 4 th , 2011, the Board of Directors assessed the size, composition and
functioning of the Board and its Committees.
To this extent, the Company circulated among the directors a questionnaire made up of statements, for which
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