Report 2010 - Italcementi Group

The Board of Directors, with the assistance of the Internal Control Committee, sets the guidelines for the
internal control system so that the main risks regarding the company and the subsidiaries are correctly
identified and adequately measured, managed and monitored. It also sets the criteria to ensure the
compatibility of these risks with correct and proper management of the company and assesses, at least on an
annual basis, the adequacy, effectiveness and functioning of the internal control system with respect to the
characteristics of the company.
As envisaged by the «Code», the executive director charged with overseeing the functioning of the internal
control system put into action, also in reference to the Risk & Compliance project described in the section
«Risks and uncertainties» of this Report, to identify the main corporate risks and to verify the overall adequacy,
effectiveness and efficiency of the internal control system, by asking in particular the Controller to undertake
specific controls of the procedures regarding both Italcementi S.p.A. and its subsidiaries.
Some time ago, the company set up an internal audit department. The Controller is the head of this
department.
During 2010 the Controller implemented the audit plan, as presented to the Internal Control Committee, and
undertook the appropriate measures within his duties, as assigned from time to time by the Chief Executive
Officer in his capacity as the executive director responsible for overseeing the internal control system.
During 2010 the executive director responsible for overseeing the internal control system attended – together
with the Controller – the meetings of the Internal Control Committee of the company.
The Board of Directors, to which the Internal Control Committee reports to on a half-yearly basis, deems the
internal control system adequate for the structure and kind of company and Group’s business.
Board of Statutory Auditors
During the renewal of the Board of Statutory Auditors at the Shareholders’ Meeting of April 17 th , 2009, the
majority shareholder presented its own list of candidates. The minority shareholders did not present a list.
Therefore, none of the auditors currently in office represents the minority shareholders.
As envisaged by the «Code», in 2010 the Board of Statutory Auditors, among other things, oversaw the
independence of the external auditors, by verifying both compliance with the relevant regulatory provisions and
the nature and extent of the non-audit services provided to the company and its subsidiaries by the external
auditors and bodies belonging to their group.
During the year, the internal audit manager took part in several meetings of the Board of Statutory Auditors, as
the Board of Statutory Auditors attended all the meetings of the Internal Control Committee and of the
Remuneration Committee. This enabled a continuous flow of information among the various bodies involved in
monitoring the whole control system.
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