2012 Annual Report - Italcementi Group

The “Regulation” has been approved by the Board of Directors and is intended for all the entities, functions,
corporate bodies of Italcementi S.p.A., as well as all the companies that it directly or indirectly controls. The
Regulation has been circulated to the staff of the Company, the subsidiaries, as well as to all those considered
affected by its contents.
ORGANIZATIONAL, MANAGEMENT AND CONTROL MODEL
In order to make the control and Corporate Governance systems more effective and prevent corporate
offenses and offenses against the Public Administration, during fiscal year 2004, in application of Legislative
Decree no. 231/01, the Company Board of Directors adopted an “Organizational, management and control
model” (the “Model”) which was subsequently updated in 2006 in line with the law on market abuse and failure
to disclose a conflict of interest by directors.
By adopting the “Model”, the Company intends to disseminate and establish a corporate culture based on
legality, with the express censure of all conduct contrary to the law and the regulations contained in the
“Model” itself.
There have been numerous amendments and updates in order to reflect legislative actions, which have
gradually expanded the scope of Legislative Decree 231/01 to include further categories of offenses with
respect to those included in its original version.
All updates to the Model, except those of a purely formal nature, have been carried out on the basis of targeted
risk assessment findings performed by consultants specialized in the matters taken into consideration on each
occasion.
In particular, in 2008, the Model was extended to offenses relating to the violation of the legislation on health
and safety in the workplace, cross-border offenses and offenses for receiving stolen goods and money
laundering. On February 3, 2010 the Board also updated the special section on safety of the “Model”. In
February 2012, the Model was extended to offenses related to organized crime, industry and commerce,
copyright and computer crime. Finally, on September 26, 2012, the Board of Directors again amended the
Model to also include environmental offenses.
The task of continuously monitoring the effectiveness and enforcement of the “Model”, as well as proposing
updates, is entrusted to a body, the Supervisory Board, equipped with autonomy and independence in the
exercise of its functions and adequate experience in the field of control of risks associated with the specific
activities carried out by the Company or its legal aspects.
The Supervisory Board is, in compliance with the provisions of the “Model”, currently made up of an
independent director (later appointed Chairman), a third-party advisor and the Company’s Head of Internal
Audit.
The General Part of the Model is available on the Company’s website in the section Investor Relations /
Governance / Documentation.
COMPLIANCE WITH SIMPLIFIED RULES PURSUANT TO ARTICLES 70 AND 71 OF THE
ISSUERS’ REGULATION
By resolution adopted on November 7, 2012, the Company’s Board of Directors accepted the opt-out regime
provided by the CONSOB Issuers’ Regulation, exercising the right to derogate from the obligations to publish
disclosure documents required in connection with significant merger transactions, spin-offs, acquisitions and
disposals, capital increase by contribution in kind.
On the same date, in accordance with the above-mentioned legislation, the Company provided adequate
disclosures to the market.
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