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
Finally, exercising the powers contained in the Regulations issued by CONSOB, the Company identified the
following main grounds for exclusion:
- transactions for smaller amounts (transactions that do not exceed the amount of 500,000 euro);
- ordinary transactions (which fall within the ordinary course of business operations and related financial
activities of the Company and of the Group in general) if they are concluded on terms equivalent to market or
standard conditions;
- transactions with or between subsidiaries or with associated companies, unless there are significant interests
of other parties related to the Company in the subsidiaries or associated counterparties in the transaction;
- urgent transactions.
The Procedure is available on the Company’s website, in the section Investor Relations / Governance /
Documentation.
Without prejudice to the provisions contained in the above procedure, transactions with related parties must be
carried out transparently and in accordance with criteria of substantial and formal correctness. Therefore, the
directors who have an interest, even potential or indirect, in the transaction are required to:
a) promptly and fully inform the Board about the existence of the interest and the circumstances regarding it;
b) leave the board meeting room during the vote.
The Board of Directors, however, under specific circumstances, may allow the director concerned to participate
in the discussion and/or vote.
REGULATION OF THE MANAGER IN CHARGE OF PREPARING THE COMPANY’S
FINANCIAL REPORTS
As mentioned elsewhere in the Report, the Company, in connection with the provisions of Law no. 262/05, the
so-called “Law on Savings”, appointed a “Manager in charge of preparing the company’s financial reports” and
adopted a specific “Regulation” which, in compliance with legal provisions, the By-laws and following current
best practices, as well as taking into consideration the arrangements for similar activities at the parent
company Italmobiliare S.p.A., among other things:
* defines the responsibilities of the “Manager in charge” of Italcementi and specifies his/her related powers;
* identifies the responsibilities and method for the appointment, removal and termination of office of the
“Manager in charge”, the length of service and the requirements in terms of professional skills and good
reputation;
* reports on the principles of conduct which the Company “Manager in charge” must comply with in the event
of conflicts of interest as well as the confidentiality obligations to be observed in carrying out his/her
activities;
* indicates the responsibilities, powers, and resources granted to the “Manager in charge” for the exercise of
his/her duties, identifying the financial and human resources needed to carry out the mandate;
* defines dealings with other Company bodies/functions, with the Corporate Bodies, the internal and external
control Bodies and with subsidiaries, as well as, in compliance with the mutual areas for independent action,
the procedures for interrelating with the parent company Italmobiliare, regulating information flows;
* recalls the general principles of the Operational model used by the Italcementi Group, which has been
established in order to fulfill the regulatory provisions on preparing financial reports;
* illustrates the internal and external attestation process in reference to: a) the statements of the “Manager in
charge” regarding the correspondence of the Company’s acts and communications disclosed to the market
with its documents and accounting books and entries; b) the attestations of the “Manager in charge” and of
executive Delegated Bodies, in regard of the financial statements, the limited half-year financial statements
and the consolidated financial statements.
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