2012 Annual Report - Italcementi Group

ITALCEMENTI S.P.A.
REPORT OF THE BOARD OF STATUTORY AUDITORS TO THE ANNUAL GENERAL
MEETING UNDER ART. 153 OF THE CONSOLIDATED LAW ON FINANCE
To the Shareholders,
in compliance with the law and the provisions set forth by Consob, we hereby refer the outcome of the
supervisory activities performed by us during the fiscal year ended on December 31, 2012.
We monitored compliance with the laws and the Certificate of Incorporation and observance of correct
management principles by obtaining information from the Directors concerning management activities
performed by them and transactions undertaken by the company and its subsidiaries with a material impact on
the financial statements.
In this regard, we can reasonably state that the transactions in question were performed in compliance with
the laws and the company by-laws and did not appear manifestly imprudent, risky, in potential conflict of
interest, in contrast with shareholder resolutions or such as to compromise the company assets.
For matters within our sphere of competence, we supervised the adequacy of the company’s organizational
structure; for that purpose, on one hand we obtained information from the heads of the relevant functions, as
set out in the minutes of our meetings, and on the other hand we liaised with the Audit Firm who attended all of
our meetings. In this connection, we have no comments to make.
We also checked the adequacy of the instructions given by the company to its subsidiaries under art. 114 par 2
of the Consolidated Law on Finance, as well as compliance with art. 36 of the Markets Regulation.
We supervised the adequacy of the internal control system, of risk management and of the accountingadministrative
system, as well as the reliability of the latter in fairly representing management operations.
To this end:
- we periodically met the Chief Executive Officer who is also the executive director responsible for overseeing
the internal control system, who illustrated the activities carried out by each department involved in the
operation of the control system;
- we reviewed the quarterly reports of the Manager in charge of the financial reports, whose content was
examined in detail during several meetings. We thus obtained information on, inter alia, the activities
undertaken in order to update the “Reference operating model for the assessment of the internal control and
risk management system regarding financial disclosure” through the introduction of new procedures and
updating of existing procedures; on the start-up of the review of the above-mentioned model in order to
adapt the procedures therein to the organizational changes taking place in the company; on the review of
the Group accounting principles manual; on the periodic update of the analysis of the processes of greatest
significance for financial reporting, which the company believes should be subject to operational planning;
on the definition of actions to be taken as a consequence of the results of the administrative and accounting
audits performed by the Internal Audit department;
- we examined the periodic reports prepared by the Risk Management department, which were illustrated by
the department manager during specific meetings. We were therefore apprised of the action planned to
improve the company’s performance through the identification, in consideration of the Group strategic
objectives, of the main areas of risk in order to achieve an overall vision of the Group risks portfolio, with
consequent selection of risks to be considered priority and definition of the strategies to be introduced to
mitigate such risks;
- we assessed the Audit Plan drawn up by the Controller for the 2012 fiscal year, whose progress during the
year we monitored. We hereby report that the Plan, which concerned operating procedures, IT systems and
compliance issues, was properly executed and on a wider scale than originally intended;
- we liaised continually with the Audit Firm, and we examined the documents drawn up by said firm to
illustrate their action plan and its execution;
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