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
- the power, consequently, to establish the entitlement rights to the shares, to establish the timeframes,
method, characteristics and conditions of the offer and to set the issue price of the shares, including the
related share premium.
Financial equity instruments
The Company has not issued financial equity instruments of any kind, nor do the by-laws grant any power
for their issue to directors as of the date hereof.
Authorizations for the purchase of treasury shares
At their ordinary meeting of April 19, 2011, the shareholders renewed the Company’s authorization to buy
and dispose of treasury shares for a period of 18 months from the date of the resolution.
Within the scope of the above authorization, since that date the Company has not purchased any ordinary
or savings treasury shares, nor have shares held in its portfolio been used to grant them to beneficiaries of
stock options, since no vested rights have been exercised by directors or officers.
Therefore, on December 31, 2011, the Company held:
- 3,793,029 ordinary treasury shares, equal to 2.14% of the share capital represented by ordinary shares, to
be used to serve the “Stock option plan for directors” and the “Stock option plan for officers”;
- 105,500 savings treasury shares, equal to 0.1% of the share capital represented by savings shares.
MANAGEMENT AND COORDINATION ACTIVITY
As noted at point «C» above, at the time of writing, Italcementi S.p.A.’s majority shareholder, with a
shareholding, net of the treasury shares held by the Company, equal to 60.26% of ordinary shares, is
Italmobiliare S.p.A., whose own majority shareholder is Efiparind B.V.
Italmobiliare S.p.A. is also the company which exercises management and coordination activity over
Italcementi S.p.A. pursuant to art. 2497 ff. of the Italian Civil Code.
FEATURES OF THE RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM REGARDING THE
FINANCIAL DISCLOSURE PROCESS
1. Foreword
As already noted in the section on “Risks and uncertainties”, in 2010 Italcementi S.p.A. set up the Risk
Management Department with the aim of improving the creation of value for stakeholders, also by optimizing
enterprise risk management. This initiative is part of the Group’s “Risk & compliance” program launched in
2008, which classified risks related to the financial disclosure process as one of the key risks. For this type of
risks, in 2010 the following were realized: appropriate mitigation measures, the assignment of responsibility to
a main reference point (“Primary Risk Owner”), the definition of common guidelines, actions and controls for
the various risk areas (“Risk Management Guidelines”), the definition of strategies and the realization of
measures to align risk management systems to the standards sought.
The setting up of the Risk Management Department is part of the “Risk&Compliance” program launched in
2008, which followed the COSO methodology (Committee of Sponsoring Organizations of the Treadway
Commission) which is structured on the following phases:
- Identification of the main risk areas in relation to the Group strategic targets and definition of methodologies
and tools for the analysis and evaluation of the events of risk related thereto;
- Evaluation, both at country and Group level, of identified events of risk in terms of impact, chance of
happening and time frame, in order to have an overall picture of the Group risks;
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