Report 2010 - Italcementi Group

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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. 194
2010 Annual Report Presentation 6 Consolidated Annual Report 28 Corporate Governance Report on Corporate Governance and ownership structure 168 Annexes 218 TABLE 1 STRUCTURE OF THE BOARD OF DIRECTORS AND COMMITTEES Board of directors Executive Committee Internal Control Committee Remuneration Committee Committee for Related Parties Position Member Executive Non executive Indipendent No. other posts Member Member Position Member Member Attendance Attendance Attendance Attendance Chairman Giampiero Pesenti • 9/9 10 • 3/3 Executive Deputy Pierfranco Barabani • 9/9 1 • 3/3 Chairman Chief Executive Carlo Pesenti • 9/9 6 • 3/3 Officer Director Alberto Bombassei • 9/9 5 • 1/1 Director Giorgio Bonomi • 7/7 2 Director Antonio Carosi • 7/7 - Director Alberto Clô • 8/9 4 • 6/7 • 3/3 Director Federico Falck • 7/9 4 • 1/1 • 6/7 • 3/3 Director Pietro Ferrero • 4/9 2 Director Danilo Gambirasi • 9/9 - Director Karl Janjöri • 0/2 - • 0/2 Director Italo Lucchini • 9/9 5 • 3/3 Director Emma Marcegaglia • 0/2 - Director Sebastiano Mazzoleni • 9/9 1 Director Yves René Nanot • 8/9 8 • 3/3 Director Marco Piccinini • 5/9 3 Director Ettore Rossi • 9/9 - Director Attilio Rota • 9/9 1 • 3/3 • 7/7 • 2/2 • 3/3 Director Carlo Secchi • 8/9 5 • 7/7 • 3/3 Director Elena Zambon • 4/7 3 Director Emilio Zanetti • 8/9 3 • 3/3 195 www.italcementigroup.com
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2010 Annual Report
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2010 Annual Report Italcementi S.p.
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2010 Annual Report Presentation Gen
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Directors’ report Following the a
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Significant events for the year Sig
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Business and financial performance
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Fourth-quarter sales volumes and in
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Revenues and operating results Cont
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Total comprehensive income In 2010,
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Net debt breakdown (in millions of
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2010 to the Internal Control Commit
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Conformity risks The Group is subje
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constraints imposed by the stringen
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The construction sector reported a
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ASIA Thailand India Others (1) Tota
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The reduction arose essentially as
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Turkey Work continued in 2010 to ob
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variable amount. The fixed amount i
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Information systems The three-year
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Raw materials and alternative fuels
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Engineering, technical assistance,
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serves public companies and institu
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Set Group Holding represents a sign
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Financial statements Balance sheet
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Statement of comprehensive income (
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Consolidated cash flow statement No
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21. Deferred tax 22. Net debt 23. O
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no longer generate goodwill, nor ga
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Subsidiaries Subsidiaries are compa
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1.5. Translation of foreign currenc
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1.10. Intangible assets Intangible
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deferred tax assets are reviewed at
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Pending publication of a standard/i
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2. Exchange rates used to translate
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4. Operating segment disclosure The
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Operating segments The table below
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The table below sets out other segm
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Assets 5 Property, plant and equipm
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6.2 Goodwill testing Goodwill acqui
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“Concessions” are amortized ove
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9. Other equity investments This no
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12. Trade receivables (in thousands
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17. Dividends paid Dividends declar
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The movements in defined benefit li
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20. Provisions Non-current and curr
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22.1 Loans and borrowings Loans and
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) in the third quarter of 2010, Ita
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v) in the third quarter of 2010, Ci
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Fair value - hierarchy In determini
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In 2009 and 2010, in view of the su
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22.4 Interest-rate risk Notional va
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22.6 Exposure to exchange-rate risk
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22.8 Hedge Accounting The effects a
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At December 31, 2010, the average m
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25. Goods and utilities expenses Go
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The following table sets out the de
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The reconciliation between the theo
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34. Transactions with related parti
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36. Cash flow statement 36.1. Cash
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38. Considerations to the Independe
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Annex 1 The following table has bee
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Page 150: Representation form pursuant to art
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Page 156 and 157: Statement of comprehensive income (
Page 158 and 159: Cash flow statement 2010 2009 (euro
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Page 164 and 165: Summary of resolutions The Annual G
Page 166 and 167: Extraordinary session: 1) to amend
Page 168 and 169: Report on Corporate Governance and
Page 170 and 171: c) Significant shareholders as disc
Page 172 and 173: In the event of presentation of mor
Page 174 and 175: By resolution of June 20 th , 2007,
Page 176 and 177: d) Analysis of controls at process
Page 178 and 179: 8) the various company functions, w
Page 180 and 181: knowledge of the company and its dy
Page 182 and 183: Emilio Zanetti * Unione di Banche I
Page 184 and 185: at their request, the Chief Executi
Page 186 and 187: The lists must be presented at the
Page 188 and 189: - for the simultaneous replacement
Page 190 and 191: Within the Board of Directors, the
Page 192 and 193: their level of agreement has been m
Page 196 and 197: TABLE 2 BOARD OF STATUTORY AUDITORS
Page 198 and 199: Code of ethics The Code, approved f
Page 200 and 201: only if the unrelated shareholders
Page 202 and 203: EQUITY INVESTMENTS OF DIRECTORS, ST
Page 204 and 205: parent company, on a regular basis,
Page 206 and 207: Stock option plan for directors - 2
Page 208 and 209: Based on the opinion of the Committ
Page 210 and 211: g) Share capital increase; disposal
Page 212 and 213: Italcementi S.p.A. will have a pre-
Page 214 and 215: iii) approving for each assignee th
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Page 218 and 219: Annex 1 Highlights from the most re
Page 220 and 221: (in thousands of euro) Full name Po
Page 222 and 223: STOCK OPTIONS GRANTED TO DIRECTORS
Page 224 and 225: CIMENTS FRANÇAIS S.A. Options held
Page 226 and 227: Corporate bodies resulting from the
Page 228: italcementi S.p.A. Via G. Camozzi,
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Report 2010 - Italcementi Group

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