Report 2010 - Italcementi Group
Report 2010 - Italcementi Group
Report 2010 - Italcementi Group
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Code of ethics<br />
The Code, approved for the first time in 1993 and further modified, envisages that all employees and those<br />
who deal with the <strong>Group</strong> or act to achieve its objectives shall base their dealings and conduct on principles of<br />
honesty, fairness, integrity, transparency, confidentiality and mutual respect.<br />
To this end, at its meeting of February 2 nd , 2001, the <strong>Italcementi</strong> Board of Directors approved the current<br />
version of the Code of Ethics which defines the rules for loyalty and fidelity, impartiality, protection of privacy<br />
and confidentiality of information, protection of people, the environment and company assets. The Code<br />
establishes the provisions which are the basis of the control processes and the accounting/operational<br />
information, and introduces rules to govern dealings with customers, suppliers, public institutions, political<br />
organizations and unions, and the media.<br />
Confidential information<br />
In terms of managing confidential information, the «Code», after recalling the obligation of confidentiality and<br />
the prohibition on using such information for personal gain, envisages the adoption of procedures for the<br />
disclosure of documents and information, with particular reference to price-sensitive information which may be<br />
disclosed only by people who are generally or specifically authorized to do so.<br />
At its meeting of February 2 nd , 2001, the company Board of Directors approved a specific procedure requiring<br />
strict compliance with the disclosure procedures and terms envisaged by the provisions in force, in full<br />
alignment with the principle of fairness and contextuality.<br />
Regarding relationships with institutional investors and other shareholders, based, as envisaged by the<br />
«Code», on continuous attention, the organization notices issued by the Chief Executive Officer have<br />
established general guidelines and identified the company structures dedicated to this activity.<br />
Internal Dealing Code of Conduct<br />
The company updated its own ‘Internal Dealing Code of Conduct’, originally adopted in application of the<br />
provisions issued by Borsa Italiana S.p.A., to take account of the new regulatory provisions adopted by<br />
CONSOB in execution of the new regulation (so-called Market abuse) introduced by the Law on Savings of<br />
2005. The ‘Internal Dealing Code of Conduct’ governs the information to be disclosed to the company, and by<br />
the company to the market, on any transactions involving <strong>Italcementi</strong> shares and other financial instruments<br />
connected to them undertaken by ‘Relevant persons’ on their own behalf.<br />
Pursuant to the ‘Internal Dealing Code of Conduct’, ‘Relevant persons’ are the members of the Board of<br />
Directors, the Board of Statutory Auditors and the Chief Operating Officer of <strong>Italcementi</strong> S.p.A. and any subject<br />
holding an equity investment of at least 10% in the voting share capital of <strong>Italcementi</strong> S.p.A., as well as any<br />
other subject who controls <strong>Italcementi</strong> S.p.A.<br />
In particular, ‘Relevant persons’ must inform <strong>Italcementi</strong> S.p.A., which in turn informs the market, about<br />
completed transactions for an aggregate amount of 5,000 euro by the end of the year.<br />
Given the particular structure of the <strong>Group</strong>, the ‘Internal Dealing Code of Conduct’ is associated with the Code<br />
adopted by Italmobiliare S.p.A., in the sense that market disclosures made by <strong>Italcementi</strong> S.p.A. regarding<br />
transactions on <strong>Italcementi</strong> shares by parties who are ‘Relevant persons’ for both companies, are considered<br />
as made also pursuant to the provisions contained in the Code of Conduct adopted by the parent company<br />
Italmobiliare S.p.A.<br />
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