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2012 Annual Report - Italcementi Group

2012 Annual Report - Italcementi Group

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The Company may designate a person, giving a clear indication thereof in the notice of call, for each<br />

Shareholders’ Meeting to whom all eligible parties may grant a proxy with voting instructions on all or some of<br />

the proposals on the agenda, in the manner provided for by applicable law.<br />

No Shareholders’ Meeting regulation has been set forth since the broad powers that the law and jurisprudence<br />

recognize to the Chairman, as well as the provision of the By-laws (Art. 13) that expressly gives the Chairman<br />

the power to direct the discussion and establish order and method of the vote, provided it takes place by<br />

recorded vote, were considered adequate tools for the orderly conduct of meetings of shareholders.<br />

With regard to relations with the market, the Chairman and the Chief Executive Officer, within their respective<br />

responsibilities, provide the general guidelines that the responsible structures should follow in dealing with<br />

institutional investors and other shareholders. To this end, an Investor Relations function whose responsibility<br />

has been entrusted to Mr. Giancarlo Berera was established as part of the <strong>Group</strong>’s Finance Department.<br />

In particular, upon disclosure of annual, semiannual or quarterly financial statements, the Company organizes<br />

special conference calls with institutional investors and financial analysts, allowing the specialized press to<br />

attend.<br />

Moreover, in order to provide timely and easy access to information concerning the Company and, therefore,<br />

allow the shareholders to consciously exercise their rights, a special section of the Company’s website was set<br />

up, easily identifiable and accessible, where information regarding the Shareholders’ Meetings is given, with<br />

particular reference to the arrangements for attendance and exercise of voting rights at the Shareholders’<br />

Meetings, the documentation relating to items on the agenda, including <strong>Report</strong>s on the items on the agenda<br />

and the list of candidates for the positions of director and statutory auditor with an indication of their personal<br />

and professional characteristics.<br />

190

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