2011 Annual Report - Italcementi Group

2011 Annual Report
Presentation 4
General information 15
Annual Report Consolidated Annual Report Directors’ report 150
Extraordinary session Italcementi S.p.A. Annual Report Separate financial statements 239
Report on Corporate Governance and ownership structure
ITALCEMENTI S.P.A. PROFILE
The Corporate Governance system adopted by Italcementi S.p.A. is based not only on the company by-laws,
but also on the following codes and/or polices:
1) Code of Conduct;
2) Code of Ethics;
3) Treatment of Confidential Information;
4) Internal Dealing Code of Conduct;
5) Procedure for Transactions with Related Parties;
6) «Insider register» Procedure;
6) Regulation for the manager in charge of preparing the company’s financial reports;
7) Organizational, Management and Control Model.
The above documents are all available on the company’s website www.italcementigroup.com, except for the
Regulation for the manager in charge of preparing the company’s financial reports, available to all the Group
companies on the company intranet and for the special part of the Organizational, Management and Control
Model.
The Company has been actively committed in modernizing its business culture over the years in order to
respond to the challenges arising from developments in corporate governance rules. This process fostered and
enhanced the sharing of values and the recognition that the adoption of good rules of governance goes hand in
hand with the dissemination of a business culture built on transparency, adequate management and effective
controls.
As part of the broader process of integrating and agreeing common principles and rules within the Group, the
company’s Board of Directors, at its meeting of December 22, 2010, resolved to adopt a common Framework
of corporate governance (Corporate Governance Framework) representing the minimum corporate governance
principles applicable to Group companies.
These principles were elaborated on the basis of a comparative review of national and international best
practices as well as taking into account the different local laws of the countries where the Group is present.
The Corporate Governance Framework has been initially distributed to 22 companies operating in 14
countries, which are considered a sufficiently representative sample on the basis of pre-set relevance
indicators (revenues, assets, EBIT and employees).
Next step of the project is the definition and dissemination of Group guidelines drafted to better clarify
Framework principles and criteria and to facilitate its application in both the parent company and in its
subsidiaries. The proper execution of these guidelines will be further verified by means of a yearly audit plan
which foresees, at the beginning, the 22 “in-scope companies” and, gradually, the other group companies.
The corporate governance structure of the Company, as set up in the binding articles of the by-laws and in the
provisions of the above mentioned codes and policies confirms and bears witness to Italcementi S.p.A.’s
commitment to comply with generally agreed national and international best practices.
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