2012 Annual Report - Italcementi Group

2012 Annual Report
Presentation 4
General information 14
Annual Report Consolidated Annual Report Directors’ report 146
Sustainability disclosure Italcementi S.p.A. Annual Report Separate financial statements 241
Extraordinary session 351
- to replace an Auditor elected from the minority shareholders’ list, the appointment takes place with a simple
majority vote of the share capital represented at the Shareholders’ Meeting, choosing from among the
candidates indicated in the original minority shareholders’ list;
- for the simultaneous replacement of Auditors elected in the majority and the minority shareholders’ lists, the
appointment occurs with a simple majority vote of the share capital represented at the Shareholders’
Meeting, choosing from among the candidates indicated in the list which each Auditor to be replaced was
part of, with a number of Auditors equal to the number of ceased Auditors belonging to the same list.
If it is not possible to proceed as above, the Shareholders’ Meeting called to supplement the Board of Statutory
Auditors passes a resolution with a simple majority of the share capital represented at the Shareholders’
Meeting, without prejudice to the principle whereby one Acting Auditor and one Substitute Auditor must be
appointed by minority shareholders. In any case, the Chairmanship of the Board of Statutory Auditors must be
assigned to the auditor representing the minority shareholders. The procedures on replacements as indicated
in the previous paragraphs must in any case ensure compliance with current legislation regulating gender
balance.
Auditors accept their appointment when they believe they can devote the appropriate time to the diligent
performance of their duties.
Composition and activities
When renewing the Board of Statutory Auditors by the Shareholders’ Meeting of April 18, 2012, the majority
shareholder presented its own list of candidates. Minority shareholders did not present a list.
Therefore, among the Auditors currently in office, no one is representing the minority.
The current composition of the Board of Statutory Auditors already reflects the gender balance required by law,
because it consists of two female statutory auditors and one male auditor.
C) SHAREHOLDERS’ MEETING AND INVESTOR RELATIONS
The Company endeavors to develop a dialogue with shareholders based on an understanding of each other’s
roles, and with the market, in accordance with the laws and rules governing the dissemination of price sensitive
information. The Company’s behaviors and procedures are designed, among other things, to avoid information
asymmetries and to ensure the effectiveness of the principle whereby all investors and potential investors are
entitled to receive the same information in order to make sound investment decisions.
The meeting is called, according to the laws and regulations provided for companies whose shares are listed
on regulated markets, to pass resolutions on matters reserved to it by law. The decisions taken in accordance
with the law and the By-laws are binding on all shareholders, including those absent or dissenting, except the
right of withdrawal in allowed cases.
The Board of Directors recommends to all of its members to regularly participate in Shareholders’ Meetings
and seeks to encourage and facilitate the widest possible participation of shareholders and to facilitate the
exercise of voting rights.
To this end, the Board of Directors reports to the Shareholders’ Meeting on the activities it has carried out and
planned and endeavors to ensure that shareholders have adequate information so that they can take the
decisions pertaining to the Shareholders’ Meeting with knowledge of the facts.
All those who have the right to vote as attested by the communication required by current laws received by the
Company by the end of the third trading day prior to the date fixed for the Shareholders’ Meeting on first or
single call, or such other period as established by applicable regulations in force, are entitled to attend the
Shareholders’ Meeting. The right to attend and vote is retained if the communications are received by the
Company after the deadline, as long as they are received by the beginning of the Shareholders’ Meeting’s
proceedings of each call.
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