2012 Annual Report - Italcementi Group

9) Various company Functions, which, as already noted with regard to the Chief Operating Officer, must, to
the extent of their competence, ensure the correct representation of the information provided, as well as the
efficient and effective implementation of administrative and accounting procedures in the areas under their
responsibility.
Lastly, in this context, the Board of Statutory Auditors, as part of the tasks assigned to it under applicable
laws, among other things, oversees the financial reporting process and effectiveness of the internal control,
internal audit and risk management systems.
The auditing of the company’s accounts, as required by the current applicable laws, was entrusted to
independent auditors appointed at the Shareholders’ Meeting, upon proposal of the Board of Statutory
Auditors. The task of auditing the separate financial statements of Italcementi, the condensed interim
consolidated financial statements of the Italcementi Group and performing a review of the consolidated
financial statements of the Italcementi Group for the fiscal years 2011-2019 was assigned at the Shareholders’
Meeting to KPMG S.p.A. on April 19, 2011.
The sharing and integration of information generated in the various areas is ensured by a structured
information flow. In this regard, the quarterly report of the Manager in charge is, for example significant as it
reports, among other things, on the results of the performed activities, the problems that emerged, the
identified action plans and their state of progress. The same officer, together with the Chief Executive Officer,
also supplied the certificate referred to in paragraph 5 of Art. 154-bis of TUF.
5. Overall Assessment of the Internal Control and Risk Management System
The Board of Directors, based on the information and evidence collected with the support of the preliminary
activity performed by the Control and Risk Committee, with the assistance of the Director in charge of the
Internal Control and Risk Management System, the Chief Risk Officer and the Head of Internal Audit, believes
that the Internal Control and Risk Management System is appropriate and effective with respect to the
structure of the Company and of the Group, the characteristics of the business and assumed risk profile,
including with reference to the organizational, administrative and accounting structure that ensures the
trustworthiness, accuracy, reliability, timeliness and completeness of financial reporting.
The Board of Directors, however, is aware of the limitations of this assessment, since no risk control and
mitigation process can, in absolute terms, protect the Company from the risks that, per se, pertains to any
business activity, or the possibility that fraudulent violations of laws and regulations or internal procedures,
human error, or extraordinary events cause damage to the Company and Italcementi Group.
CODE OF CONDUCT: CORPORATE GOVERNANCE RULES AND THEIR IMPLEMENTATION
Italcementi has complied with the Code of Conduct for listed companies approved by the Committee for
Corporate Governance since its first adoption; the Company has complied with the final version of the Code as
last amended by the Committee on December 5, 2011, under board resolution of September 26, 2012, but
since the beginning of the year it has been committed to give full implementation to the new principles and
recommendations contained therein, as well as to improve and/or formalize those already contained in
previous editions.
Moreover, on such occasion, the Board of Directors decided, on one hand, not to adhere to two
recommendations of the Code which relate to the establishment of the Appointment Committee and the
Shareholders’ Meeting Regulations and, on the other hand, to maintain some governance principles set out in
its Code of Conduct drawn up in light of previous versions of the Code of Conduct promoted by the Italian
Stock Exchange, now outdated. Further details in this regard will be provided in this Report, based on the
various topics to be illustrated.
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