2012 Annual Report - Italcementi Group

) supports the Company and the Group various functions in the integration of risk assessment into
strategic planning and business processes;
c) ensures awareness of risk management and process efficiency through the development of an ERM
community whose members engage both with the parent and at Country level;
d) oversees the continuous improvement of consistent process methods and tools throughout the Group to
identify, assess, and measure key risks, in collaboration with the primary risk owners and the related
operational contacts;
e) develops and disseminates the ERM reporting to top management and to the Board of Directors;
f) ensures a regular follow-up to action plans implemented to mitigate risk for all Country risks;
g) helps to spread ERM tools and methodologies such as risk assessment and quantification.
6) Manager in charge of preparing the company’s financial reports, who, as provided for in the regulation
approved by the Board of Directors, is responsible, among other things, for:
a) planning adequate administrative and accounting procedures for the drafting of the financial statements,
the limited interim financial statements and the consolidated financial statements, as well as any other
financial communication, by updating such procedures and ensuring dissemination and compliance, as
well as verifying their effective application;
b) assessing, together with the Control and Risk Committee and the external auditors, the correct
application of accounting policies and their uniformity for the purposes of the consolidated financial
statements;
c) handling the periodic reporting to top management and the Board of Directors on the activities
undertaken;
d) managing the periodic review of the assessment activities and updating the risk map relating to financial
disclosure;
e) taking part in the development of IT systems that have an impact on the company’s financial positions
and results of operations.
The Board of Directors meeting held on April 16, 2010, confirmed Mr. Carlo Giuseppe Bianchini, Director of
Group Administration and Control dept., as the Manager in charge of preparing the company’s financial
reports, pursuant to Art. 154-bis of TUF and Art. 30 of the By-laws.
The appointment of Mr. Bianchini will expire upon completion of the term of office of the current Board of
Directors, i.e. with the approval of the 2012 financial statements.
Pursuant to the By-laws, the Manager in charge of preparing the company’s financial reports must:
1) be qualified as a manager and meet the requirements of good reputation set forth by law for members of
the Board of Directors;
2) have a total of at least three years’ experience in performing administrative/accounting and/or financial
and/or control activities at the Company and/or its subsidiaries and/or at other joint-stock companies.
The Board of Directors, upon appointment, provided such Manager with autonomous financial resources to
exercise the powers granted to him with the duty to report to the Board of Directors on the financial
resources used every six months. Furthermore, the Board of Directors, upon proposal of the Remuneration
Committee, defines, at the time of appointment and then annually, the remuneration of the Manager in
charge.
7) Head of Internal Audit, who is entrusted with the task of verifying the functioning and adequacy of the
Internal Control and Risk Management System, providing an objective assessment of its suitability to
corporate bodies and top management.
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