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
- we attended the meetings of the Control & Risks Committee, which, on a number of occasions and in
relation to specific issues, were held jointly with the meetings of the Statutory Auditors, chiefly for the
purpose of optimizing time and the participation of the various officers involved in the meetings;
- we met the members of the Compliance Committee and after examining their reports we were apprised
from time to time of the updating of the "Organizational, Management and Control Model", adopted by the
company pursuant to Law 231/200l;
- we liaised with the supervisory bodies of the main subsidiaries, from whom no data or information emerged
to be highlighted in this report;
- we also met the Statutory Auditors of the parent Italmobiliare S.p.A. to exchange information.
Based on the outcome of the activities performed and taking into account the ascertainment of regular, orderly
and complete flows of economic and financial information generated within the various company areas, we
hereby issue a positive opinion on the adequacy of the company’s internal control system. The system,
updated on an ongoing basis and, consequently, subject to positive evolution, makes a significant contribution
to the more general process of improvement of the efficiency and effectiveness of the company operations and
in particular of risk management.
In its capacity as Internal Control and Audit Committee, pursuant to art. 19 of Law 39/2010, the Board of
Statutory Auditors hereby states that there are no observations to be reported to the shareholders.
In the execution of our supervisory activities, we did not detect unusual or atypical transactions conducted with
Group companies or related parties or with third parties.
With regard to ordinary intragroup transactions or transactions with related parties executed during the
reporting period, we observe that the features and financial impact of such transactions have been correctly
illustrated in the Directors’ Report to which reference should be made. For our part, we acknowledge that these
transactions were performed in the interest of the company and in compliance with the procedure adopted by
the company on November 5, 2010, pursuant to the Consob Regulation of March 12, 2010.
The Directors’ Report provides adequate illustration of pending legal proceedings, which appear to be
adequately monitored in order to safeguard the interests of the company.
During our meetings with the Audit Firm, no critical elements emerged; this is confirmed in the content of the
Report pursuant to art.19, par 3, of Law 39/2010 presented by the Audit Firm to the Board of Statutory Auditors
on March 22, 2013. Said report states that, during the audit, no material shortcomings emerged in the internal
control system with reference to the financial disclosure formation process.
The stated absence of critical elements in the company’s internal control and administrative-accounting
systems is confirmed also in the Audit Firm reports on the separate and the consolidated financial statements,
issued on March 22, 2013, which make no observations or disclosure recalls. In these Reports the Audit Firm
also confirms the consistency of the Directors’ Report with the respective financial statements, thereby
confirming appropriate application of art. 123 bis of the Consolidated Law on Finance.
The combined perusal of the three above-mentioned documents drawn up by the Audit Firm further
substantiates this Board’s conclusion on the adequacy and effectiveness of the company’s internal control
system with reference to the process of financial disclosure formation.
The Directors drafted the separate and the consolidated financial statements using, as required, the IAS/IFRS
accounting and financial reporting standards endorsed by the European Union, and provided, in the Directors’
Report, the information required by Document no. 4 of Consob, Isvap and Banca d'Italia of March 3, 2010.
With regard to impairment testing, the Directors approved the related methods and criteria to be used, and in
this connection obtained advice from independent external experts who, on the basis of the dispositions of the
IAS/IFRS international accounting and financial reporting standards, standard doctrine and application best
practice, confirmed that the procedures followed and their application were reasonable and appropriate.
307
www.italcementigroup.com