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
Organizational, management and control model
In order to make the control system and corporate governance more effective, and prevent corporate offenses
and offenses against the public administration, during 2004, in application of Legislative Decree no. 231/01, the
company Board of Directors adopted an «Organizational, management and control model» (the «Model»). This
was subsequently updated in 2006 in line with the law on market abuse and failure to disclose a conflict of
interest by directors.
By adopting the «Model», the company intends to disseminate and establish a corporate culture based on
legality, with the express censure of all conduct contrary to the law and the regulations of the «Model».
In 2008 the «Model» was also extended to crimes connected to violation of the laws on workplace health and
safety, transnational crimes, conspiracy to handle stolen goods and money-laundering. At its meeting on
February 3 rd , 2010, the Board of Directors updated the special section of the «Model» on safety.
The duty of continuously overseeing the effective functioning and enforcement of the «Model», as well as
proposing amendments, is entrusted to a Compliance Committee, which operates on an autonomous,
professional and independent basis.
In accordance with the provisions of the «Model», the Compliance Committee is currently composed of an
independent director (subsequently appointed Chairman), an external qualified advisor and the company’s
Internal Auditing manager.
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