2012 Annual Report - Italcementi Group

If as a result of the voting based on lists or the voting of the only list presented, the composition of the Board of
Directors does not meet the current regulations regarding gender balance, the necessary replacements will be
carried out within the list that has obtained the highest number of votes or within the only list presented,
starting from the candidate in the last place of the same list. Subsequently, if compliance with the requirement
concerning the balance between genders is not ensured in the minimum number required by law, there will be
similar replacements, again within the list that has obtained the highest number of votes, or within the only list
presented.
In the absence of lists, and whenever by means of the voting list mechanism, the number of candidates elected
is lower than the minimum number envisaged by the By-laws for its composition, the Board of Directors is
respectively appointed or supplemented by the Shareholders at their meeting with the legal majority, provided
that the gender balance set forth by current legislation in force is ensured and at least the minimum number of
directors holding the independence qualification required by the law is guaranteed.
If during the year, following to resignation or other reasons, one or more directors cease to serve, the others,
provided that the majority is still represented by directors appointed by the shareholders at their meeting, shall
arrange to replace them by means of a resolution approved by the Board of Statutory Auditors.
Directors are replaced, in compliance with the above requirements of good reputation and independence, with
the appointment of unelected candidates belonging to the same list as the directors who no longer serve,
following the original order of presentation. Should this not be possible, the Board of Directors will act pursuant
to the law. All of the above, in any case, in compliance with the current legislation in force regarding gender
balance.
Directors appointed in this manner hold office until the following Shareholders’ Meeting.
The Shareholders’ Meeting resolves upon the replacement of directors, in compliance with the above
principles, with a simple majority of the share capital represented at the Shareholders’ Meeting.
The term of directors appointed in this way ends at the same time as that of the directors serving at the time of
their appointment.
No limits to re-eligibility of directors have been envisaged, although directors holding the same position for
more than nine years in the last twelve years could be considered - on a voluntary basis - no longer to meet
the independence qualification pursuant to the Code.
Executive Directors
The Company By-laws provide that, unless the Shareholders’ Meeting has already done so, the Board is
entitled to appoint the Chairman and possibly one or more Deputy Chairmen and to determine their powers.
The Board of Directors may appoint one or more Chief Executive Officers. Moreover, the Board may delegate
its powers to an Executive Committee, and determine its powers, the number of its members and its rules of
operation. The Chairman of the Board of Directors, the Chief Executive Officer (if appointed) and the Chief
Operating Officer, if the latter also covers the office of Director, are Members of the Executive Committee by
operation of law; outside of these cases, the Chief Operating Officer will take part in Executive Committee
meetings and vote on a purely advisory basis.
The legal representation of the Company in dealings with third parties and in court, pursuant to the By-laws,
belongs to the Chairman and, if appointed, to the Deputy Chairman (or Deputy Chairmen) and to the Chief
Executive Officer (or Chief Executive Officers).
The Board of Directors has appointed an executive Deputy Chairman, a Deputy Chairman, a Chief Executive
Officer and a Chief Operating Officer. The Chief Executive Officer, to whom the Board of Directors, upon
appointment, grants duties and powers identifying any quantitative limits, is considered an executive director.
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