2012 Annual Report - Italcementi Group

However, with respect to the definition of the managers’ expected profile, it is based on three essential
elements:
i) general management skills and skills specific to the industry where the Company operates;
ii) performance and potential: the performance level reflects the individual’s assessment in his/her current role,
and his/her potential reflects the ability to expand the scope of action and complexity of responsibilities;
potential is determined by agility in learning, ambition and skills, and is articulated on three different axes:
functional usability, inter-functional usability and geographical usability;
iii) conformity to the role, in comparison with the open market.
The combination between the expected managerial profile and the risk assessment for each position forms the
basis for possible actions on the market: in particular, in case of high risk, a scouting of external candidates will
be performed. The succession planning process for senior positions, as approved by the Board of Directors, is
primarily focused on the business and expectations for the position in the future. It also provides a solid
coverage for less urgent successions and a contingency plan for crisis situations.
There have been a total of 54 interviews so far, which began on September 29, 2012 and ended on February
18, 2013; feedback reports are currently being drafted, 10 of which have already been completed and
delivered to the parties concerned.
Establishment of committees
In order to ensure the effective performance of its functions, the Company’s Board of Directors has set up an
internal Remuneration Committee and an Control and Risk Committee whose resolutions have a consultative
and advisory nature and do not bind the Board.
Moreover, pursuant to the rules applicable to transactions with related parties, the Board has, upon adoption of
the relevant procedure, established an internal Committee for Transactions with Related Parties, composed of
independent directors only, and it is composed of the same members as the Control and Risk Committee.
In carrying out their functions, the above mentioned committees are entitled to access corporate information
and functions necessary for the performance of their duties, and may use external consultants at the expense
of the Company.
Each Committee appoints a secretary, who does not need to be a member thereof and is entrusted with the
task of drawing up the minutes of the meetings.
However, in accordance with its shareholder structure characterized by the stable presence of one controlling
shareholder with the absolute majority of shares entitled to vote, the Company decided not to proceed with the
establishment of a “Appointment Committee”.
a) Control and Risk Committee
In compliance with the provisions of the Code, the Control and Risk Committee has the task of supporting,
through adequate preparatory work, the assessments and decisions of the Board of Directors relating to the
Internal Control and Risk Management System, as well as those regarding the approval of interim financial
statements.
The Control and Risk Committee consists of four members, all non-executive and independent. All of its
members have an adequate expertise in accounting and finance, as required by the Code for at least one of
them.
During 2012, the Control and Risk Committee met 7 times always with the attendance of all of its members.
The average duration of its meetings was approximately two hours. 5 meetings were attended by all
members of the Board of Statutory Auditors; one meeting was attended by two statutory auditors and the
remaining meeting by one statutory auditor.
During fiscal year 2012, the Committee, among other things:
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