2012 Annual Report - Italcementi Group

Report on Corporate Governance and ownership structure
INTRODUCTION
This Report describes the corporate governance system adopted by Italcementi S.p.A. (hereinafter also
referred to as “Italcementi” or the “Company”).
Fulfilling applicable legal and regulatory provisions, this Report contains information on the ownership structure
and compliance with the Code of Conduct for listed companies promoted by the Committee for Corporate
Governance, as lastly published in December 2011 (the “Code”, available on the website www.borsaitaliana.it).
This Report also illustrates the reasons underlying the non-implementation of certain, very limited
recommendations of the Code, which the Board of Directors decided not to adopt, it describes the corporate
governance practices actually applied and provides for a description of the main characteristics of the Internal
Control and Risk Management System, also with reference to the financial reporting process.
This Report, approved by the Board of Directors on March 5, 2013, is published in the section “Investor
Relations / General Meetings” on the Company’s website.
The information contained in this Report refers to fiscal year 2012 and, in regard of specific topics, was
updated as of the meeting of the Board of Directors which approved it.
ITALCEMENTI S.p.A. PROFILE
Italcementi adopts the traditional governance model based on the presence of a Board of Directors and a
Board of Statutory Auditors, both appointed by the Shareholders’ Meeting, considering it the most suitable
governance system to combine “efficient management” with “effective control”, and simultaneously pursue the
satisfaction of the shareholders’ interests and enhancement of the management value.
Furthermore, the Company Corporate Governance system deduces from the following codes and regulations,
as well as the By-laws:
1) Code of Conduct promoted by the Committee for Corporate Governance, as lastly published in December
2011;
2) The Group Code of Ethics;
3) Treatment of Confidential Information;
4) Internal Dealing Code of Conduct;
5) Procedure for Transactions with Related Parties;
6) “Insider register” Procedure;
7) Regulation for the manager in charge of preparing the company’s financial reports;
8) Organizational, Management and Control Model.
The above documents are available on the Company’s website www.italcementigroup.com, except for the
Code (available on the website of the Italian Stock Exchange www.borsaitaliana.it), the Regulation for the
manager in charge of preparing the company’s financial reports, available to all the Group companies on the
company intranet and in respect of the special Part of the Organizational, Management and Control Model,
also made available to all employees on the Company intranet.
The Company has always been actively committed in modernizing its business culture in order to respond to
the challenges arising from developments in Corporate Governance rules. This process fostered and
enhanced the sharing of values and the recognition that the adoption of good rules of corporate governance
goes hand in hand with the dissemination of a business culture whose aims are transparency, adequate
management and effective control.
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