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
CONSOB REGULATION ON MARKETS
The CONSOB Regulation on markets provides for specific rules regarding conditions for the listing of
Companies:
A) that control companies incorporated in, and under the law of, Countries not belonging to the European
Union (“non-EU”) (art. 36)
B) that are subject to management and coordination by another Company (art. 37).
In particular, the companies as set out in letter A) are required to:
1) disclose the accounts of non-EU subsidiaries drawn up for the purposes of the consolidated financial
statements, at least including the balance sheet and the income statement;
2) obtain By-laws, composition and powers of the corporate bodies from the non-EU subsidiaries;
3) check that the non-EU subsidiaries:
* provide the parent company’s external auditor with the information needed to audit the annual and interim
accounts of the parent company,
* have an administrative/accounting system suitable to providing the parent company’s management and
external auditor, on a regular basis, with the business, financial and equity information needed to draft the
consolidated financial statements.
The Companies set out in letter B), on the other hand, may be admitted for trading on an Italian regulated
market (or maintain their listing) where they:
a) have fulfilled the disclosure obligations envisaged by article 2497-bis of the Italian Civil Code;
b) are free to negotiate in dealings with customers and suppliers;
c) do not have a centralized treasury management agreement which is not in their corporate interest with the
company that exercises administration and control activity or with any other company of the group to which
they belong. The correspondence with the corporate interest is attested by the Board of Directors with a
detailed reasoned declaration verified by the Board of Statutory Auditors;
d) have a Board of Directors composed of a majority of independent directors (pursuant to the Code) and a
Control and Risk Committee consisting solely of independent directors. Where appointed, also the other
committees, as recommended by corporate governance codes of conduct promoted by regulated market
managers or by professional associations, will consist solely of independent directors.
With reference to the provisions set out in art. 36, the scope of application as of today involves 23 subsidiaries,
located in 10 Countries not belonging to the European Union.
The information flow between the Company and its subsidiaries is suitable to guaranteeing:
* the transmission of the accounts of the subsidiaries drawn up for the purposes of the consolidated financial
statements, to enable such accounts to be disclosed;
* the centralized collection of the By-laws, composition and powers of the corporate bodies of the above
mentioned subsidiaries and any subsequent amendment.
Therefore, all the By-laws of Subsidiaries located in Countries that do not belong to the European Union, which
are relevant for the purposes of the regulation at issue, as well as the composition and powers of the corporate
bodies have been acquired and are stored in the Company records.
Furthermore, the findings thus obtained have revealed that the subsidiaries based in Countries outside the
European Union, relevant with respect to the latest Audit plan:
* provide the company’s external auditor with the information needed to verify the annual and interim accounts
of Italcementi;
* have an administrative/accounting system suitable to providing the Company and the external auditor, on a
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