Report 2010 - Italcementi Group

their level of agreement has been marked.
The outcome of this assessment and the comments made showed a clearly positive judgment on the
functioning of the Board of Directors and its Committees.
In particular, note was made of (i) the Board of Directors effectively exercising its management powers over
the organization of the company and the Group, ii) the possibility for directors to act and vote independently,
and iii) the adequate composition of the Board of Directors to guarantee the competence and quality of the
Board’s discussions and activities.
During 2010 the Board of Directors met 9 times in all, taking into account the changed composition of the
Board of Directors as from April 2010; 11 directors, of whom 4 were independent, took part in all the meetings,
4 directors, of whom 3 were independent, took part in 8 meetings, 1 independent director took part in 7
meetings, 1 director took part in 5 meetings, 2 directors, both of whom were independent, took part in 4
meetings, 2 directors, both of whom were independent, and whose mandate expired with last year’s
Shareholders’ Meeting, never attended a meeting.
The average length of meetings of the Board of Directors held during the year was approximately 3 hours and
5 minutes.
The entire Board of Statutory Auditors attended 6 of the meetings; just one statutory auditor was present at
one meeting and two auditors were present for the other 2 meetings.
Upon invitation, the Chief Operating Officer of the company attended all the meetings of the Board of Directors,
as did the manager in charge of preparing the company’s financial reports.
During 2010 the Executive Meeting met 3 times with all its members present.
During 2011 the Board of Directors has so far met twice, the first time to examine revenues for 2010 and the
outlook for 2011, the second to approve – among other things – the draft financial statements for 2010. During
the year no fewer than a further three meetings are currently planned to approve the interim accounts.
During 2010, the «Lead independent director» met once with the other independent directors.
Group interdepartmental bodies
To implement the policies of the Board of Directors, a number of bodies not provided for by the by-laws have
been established with duties of coordination and operational integration which do not, however, modify the
responsibilities and powers of the functions represented in that bodies.
In addition, a Committee of Managers operates at Group level, chaired by the Chief Operating Officer of
Italcementi S.p.A., who also holds the post of Chief Operating Officer of Ciments Français S.A., under the
supervision of the Chief Executive Officer. This Committee involves managers of some of the executive
departments of both companies.
The Committee of Managers meets periodically to ensure operational consistency with the strategy and
objectives set by the Boards of Directors of the various Group companies.
Finally, the Conference of Managers works to raise awareness of strategic and organizational guidelines and
the main group projects. Besides the members of the Committee of Managers, a small number of other senior
Group managers take part in the Conference of Managers.
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