2012 Annual Report - Italcementi Group

1.2 Integrity
The Code of Ethics, defining the rules of behaviour and the principles applicable to employees and to all those
establish any form of relationship with Italcementi, is the foundation of the Group Governance. It is now
undergoing an upgrading process.
The Charter of Values sets the basic principles underlying the governance model for the company and its
employees. It identifies the Group commitment in terms of honesty, fairness, integrity, transparency and mutual
respect in managing the company and in its relations with stakeholders and markets. It is the reference for all
the Group Policies.
The Italcementi Board of Directors approved the Italcementi Group Corporate Governance Framework
(Framework), a set of common principles and rules related to the activities of the Board of Directors to be
applied throughout the Group Companies. The Framework is made up of 31 Principles, also including
Sustainability Policies, belonging to the major areas of the Board Operations along with the related application
criteria, enforced for all the Group subsidiaries.
A Group-wide Anti Bribery Compliance Programme, along with specific Rules of Conduct, approved by the
Board of Directors of Italcementi and binding upon the Group as a whole, is being implemented, jointly with
specific rules of conduct, in all the subsidiaries, starting from the Countries of concern where the Group
operates, as identified by the World Bank and Transparency International (they represent 57% of the Group
revenues in 2012). The implementation now stands at 60% at Group level (35% in 2011). The Programme, is
part of a wider project aimed at reducing all relevant risks in terms of Corporate Criminal Liability. Within the
scope of this project, Italcementi adopted an Organization, Management and Control Model targeting, among
others, corruption and bribery prevention, in order to comply with Italian Legislative Decree 231 of 2001. The
Group is sharing its best practices and experience within the Italian network of the UNGC.
Italcementi has also launched a Group Antitrust Compliance Programme, providing a formal framework
(including policies, guidelines, processes, monitoring and reporting activities) to ensure that the business as a
whole complies with antitrust laws and to minimize the risks by assisting companies to promptly identify them
and take remedial actions. Subsidiaries are now developing and formally adopting local antitrust compliance
programs (all the Countries have adopted their own national programme by resolutions of the Board of
Directors or General Management), in accordance with their specific needs and priorities, customizing the
vision, principles and key features of the Group programme. The Group also issued corporate antitrust
guidelines in order to support the subsidiaries in developing local rules of conduct in the dealing with specific
subjects. The implementation now stands around 90% at Group level (70% in 2011).
The Group Enterprise Risk and Compliance Programme, ensuring better risk management and audit systems,
now stands at 98% of implementation at Group level (96% in 2011). The programme is linked to the long-term
incentive scheme of Group managers.
With the aim to support all the initiatives above mentioned, the Group has started implementing its Integrated
Internal Audit Programme, also addressing health, safety, environmental, antitrust and anti-corruption bribery
issues over a period of three years. The objective is to better assess and contribute to the improvement of risk
management control and governance processes using a systematic and disciplined approach. Risk levels and
audit ratings are homogenously defined over five levels. Corrective action plans are discussed with the
involved Group and local functions.
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