2012 Annual Report - Italcementi Group

managers also on the basis, with reference to the variable portion, of the degree of achievement of targets
assigned for the previous year.
During the fiscal year the Committee met twice; the average duration of its meetings was about one hour
and a half. Two out of three members of the Committee attended both meetings. All Statutory Auditors
attended the first meeting, while two Statutory Auditors attended the second one.
The Group’s Head of Human Resources and Organizational Development is regularly invited to take part in
Committee meetings.
In the course of 2013 the Remuneration Committee has so far met once to submit proposals to the Board of
Directors regarding the remuneration of directors and executives.
c) Committee for Transactions with Related Parties
The Committee for Transactions with Related Parties is composed of four members, all non-executive and
independent.
During 2012, the Committee met once with the attendance of all its members, in order to analyze a
proposed transaction with related parties whose execution, in accordance with the relevant Procedure
approved by the Company in November 2010, was subject to its prior non-binding opinion (as a “transaction
of lesser importance”) on the Company’s interest in its conclusion. The Committee issued its favorable
opinion on the transaction.
Assessment of the functioning of the Board of Directors and its Committees
The Board of Directors, with the support of a firm specialized in the relevant industry, Heidrick & Struggles,
having no other professional or commercial relationship with Italcementi or with other Group companies,
performed in February 2013 an assessment on the size, composition and functioning of the Board itself and of
the committees it is divided into, in compliance with the corporate governance rules set forth by the Code.
The outcome of said assessment conducted by the advisory firm is attached hereto under Attachment 1.
B) BOARD OF STATUTORY AUDITORS
Role and responsibilities
The Board of Statutory Auditors oversees compliance with the law and the By-laws and it has management
control functions, in particular having to check: compliance with the principles of good administration; adequacy
of the Company’s organizational structure, of the internal control system and the administrative and accounting
system; actual implementation of the Code; compliance with the procedure adopted by the Company in respect
of transactions with related parties; adequacy of the instructions given by the Company to its subsidiaries in
respect of the obligations of public disclosure of sensitive information.
It has not been assigned the audit of the company’s accounts, which, as required by law, was entrusted to an
audit firm chosen from among those enrolled in the appropriate register, while it has the task, at the time of the
appointment, to submit a reasoned proposal to the Shareholders’ Meeting regarding the choice of such firm.
The Board of Statutory Auditors, in its capacity as Control and Risk Committee, as established by January 27,
2010 Legislative Decree No. 39, is also required to perform additional supervision tasks, as assigned to it by
such provisions of law, on the financial reporting process, on the effectiveness of the internal control and
internal audit and risk management systems; on the audit of the annual financial statements and consolidated
financial statements, on the independence of the audit firm.
Appointment and replacement of statutory auditors
The Board of Statutory Auditors is appointed on the basis of lists aimed at ensuring the appointment of one
Acting Auditor and one Substitute Auditor for minority shareholders, as well as compliance with current
legislation regulating gender balance.
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