2012 Annual Report - Italcementi Group

2012 Annual Report
Presentation 4
General information 14
Annual Report Consolidated Annual Report Directors’ report 146
Sustainability disclosure Italcementi S.p.A. Annual Report Separate financial statements 241
Extraordinary session 351
the strategies and policies for the management of the Company’s and the Group’s principal risks, with a
particular focus on companies that are strategically significant.
Moreover, since the two positions coincide, the Director in charge of the Internal Control and Risk
Management System is responsible for issuing, together with the Manager in charge, statements on the
adequacy and effective implementation of administrative and accounting procedures, the compliance of
documents with applicable international financial reporting standards, compliance of documents with book
entries and accounting records, suitability of documents to give a true and fair representation of the financial
position and results of operations of the Company and of the Group, etc..
3) Control and Risk Committee, which, as a body supporting and assisting the Board of Directors, carries out
advisory and proactive functions. In particular it:
a) issues opinions to the Board of Directors whenever the Code provides so;
b) evaluates together with the Manager in charge, after hearing the external auditors and the Board of
Statutory auditors, the correct application of the accounting principles, as well as their consistency for the
purpose of preparing of the consolidated financial statements;
c) expresses opinions on specific aspects relating to the identification, measurement, management and
monitoring of the Company’s main risks and the definition of the nature and level of risk deemed
compatible with the strategic objectives;
d) reviews the periodic reports of the internal audit function concerning the assessment of the internal
control and risk management system, as well as the other reports of the Internal Audit function that are
particularly significant;
e) monitors the independence, adequacy, efficiency and effectiveness of the Internal Audit Function;
f) whenever deemed necessary or desirable for a better management of business risks, requires the Head
of Internal Audit to carry out reviews of specific operational areas, giving simultaneous notice to the
Chairman of the Board of Statutory auditors;
g) reports to the Board of Directors at least half-yearly, on the occasion of the approval of the annual and
half-year financial report, on the activity carried out, as well as on the adequacy and effectiveness of the
Internal Control and Risk Management System;
h) promptly exchanges information with the Board of Statutory Auditors relevant to the performance of their
respective tasks.
4) Chief Operating Officer, who, among other things, has the task of overseeing the activities of Italcementi
and checking the activities of manufacturing companies directly or indirectly controlled by Italcementi and
companies in which it, directly or indirectly, owns a stake that enables it to exercise significant influence.
Moreover, the Chief Operating Officer and the Deputy Chief Operating Officer have the duty, together with
the Heads of the company’s departments directly reporting to the Board involved in the preparation of
financial reporting, of issuing specific statements on served data and information, both in relation to their
proper representation, and in relation to the effective and efficient implementation of the administrative and
accounting procedures in the areas under their responsibility;
5) Chief Risk Officer, a position established by the implementation of ERM by the Company. It has the task of
providing an overview of the Company’s and of the Group’s principal risks, ensuring that all major risks
whether associated with new businesses or existing ones are properly identified, assessed, measured and
managed in accordance with the values, policies, guidelines and procedures of the Group.
In particular, in the context of the Internal Control and Risk Management System, the Chief Risk Officer:
a) defines and updates the appropriate ERM governance: process, positions and responsibilities related to
the main risks;
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