2012 Annual Report - Italcementi Group
2012 Annual Report - Italcementi Group
2012 Annual Report - Italcementi Group
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GROUP CODE OF ETHICS<br />
The Company adopted a Code of Ethics for the first time in 1993. The Code defined the principles of honesty,<br />
correctness, integrity, transparency, confidentiality and mutual respect, which should inspire all employees and<br />
all those who established relations with the Company or worked with it to achieve its objectives.<br />
Such Code, pursuing the same purposes, was subsequently amended in February 2001 and lastly replaced by<br />
the <strong>Group</strong> Code of Ethics of September 26, <strong>2012</strong>, prepared in accordance with the so-called “Framework of<br />
Corporate Governance”. This Framework is intended to be disseminated to all Italian and foreign subsidiaries,<br />
so that the principles contained in the Code of Ethics may be applied and complied with everywhere.<br />
The Board of Directors of Ciments Français, which <strong>Italcementi</strong> controls the <strong>Group</strong>’s foreign activities through,<br />
has already resolved to share and comply with the principles of the <strong>Group</strong> Code of Ethics, the disclosure of<br />
which to all foreign branches is now underway.<br />
The Code of Ethics is in line with the industry’s best practices and incorporates the principles of ethics and<br />
conduct underlying the <strong>Group</strong>’s governance model, highlighting elements that strengthen the culture and style<br />
of the same, as well as harmonizing and enhancing the elements that the <strong>Italcementi</strong> <strong>Group</strong> has developed in<br />
the field of ethics over time.<br />
The Code of Ethics is divided into three chapters:<br />
- “Vision, Mission and Values” are the elements that identify the ethical identity of the <strong>Group</strong>, to be understood<br />
as long-term aspirations, i.e. to be players in the creation of a better sustainable future for all stakeholders<br />
(Vision), the activity on which the core business is concentrated, namely the creation of value in the field of<br />
construction materials through the innovative and sustainable use of natural resources for the benefit of<br />
customers and communities (Mission) and the general rules that the group has given itself (Values)<br />
wherefrom the more specific rules of behavior described in the next section arise;<br />
- “Rules of Conduct”: divided by stakeholder of reference, they identify the behaviors that the <strong>Group</strong><br />
encourages and those that it penalizes, in addition to confirming compliance with the rules; among these<br />
there are the rules of honesty and loyalty, impartiality, protection of privacy and confidentiality of information,<br />
protection of people, the environment and company assets, the prohibition of corruption, abuse of office and<br />
unfair business practices; it provides for the rules that underpin the control and financial reporting processes,<br />
it introduces rules governing relations with customers, suppliers, public institutions, political organizations,<br />
trade unions and the media;<br />
- “Implementation of the Code”: this explains who is responsible for the Code and how its contents should be<br />
applied, for example in case of breach thereof.<br />
CONFIDENTIAL INFORMATION<br />
Since February 2001, the Company’s Board of Directors has approved a specific procedure for the<br />
management and processing of confidential information, which also contains the procedures for the disclosure<br />
of documents and information concerning the Company and the <strong>Group</strong>, with particular reference to price<br />
sensitive information. This procedure requires strict compliance with the terms and conditions of disclosure of<br />
documents and information, while ensuring that disclosure to the market of corporate data is correct, complete,<br />
adequate, timely and objective.<br />
The rules of procedure referred to herein bind all Company employees, the members of the Board of Directors<br />
and of the Board of Statutory Auditors, and all those who maintain an advisory relationship or collaboration with<br />
the Company and/or the <strong>Group</strong>.<br />
Moreover, since 2006, the Company, as required by CONSOB has established and regularly updated a<br />
register of persons who, by virtue of their work or professional duties or by virtue of the functions performed,<br />
have access to sensitive information and has prepared the implementation procedure related thereto.<br />
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