2012 Annual Report - Italcementi Group

egular basis, with the business, financial and equity information needed to draft the consolidated financial
statements.
Furthermore, pursuant to art. 37 of the Market Regulation, Italcementi, a subsidiary subject to management
and coordination by Italmobiliare S.p.A.:
- has fulfilled the disclosure obligations envisaged by art. 2497-bis of the Italian Civil Code;
- is free to negotiate in dealings with customers and suppliers;
- has not entered into a centralized treasury management agreement with Italmobiliare S.p.A.;
- has a Board of Directors which consists of a majority of independent directors and, with the exception of the
Remuneration Committee, all the Committees set up within the Board of Directors consist solely of
independent directors. CONSOB has also provided that Companies should comply with the new composition
conditions within thirty days of the first Shareholders’ Meeting called after October 1, 2010, to renew the
Board of Directors.
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