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
in compliance with the plans established to contain such risks and, in compliance with the legally prescribed
terms and procedures, to the Internal Control Committee, the executive director in charge of overseeing the
functioning of the internal control system, and the Board of Statutory Auditors and states his opinion on the
suitability of the internal control system to achieve an acceptable overall risk profile.
7) Compliance committee, who is responsible for continuously overseeing the effective functioning and
enforcement of the organizational, management and control model pursuant to Leg. Dec. 231/01, liaising
with, among others, the manager in charge of preparing the financial reports with reference to relevant
issues in terms of financial disclosure;
8) the various company functions, which, as already specified in regard to the Chief Operating Officer, must
guarantee the correct representation of the information provided, as well as the effective and efficient
application of the administrative and accounting procedures in the areas they are responsible for.
Finally, against this background and in connection with the duties assigned by law, the Board of Statutory
Auditors oversees, among other things, the financial disclosure process and the effectiveness of the internal
control system, the internal audit and the risk management.
The circulation and integration of the information produced in the various areas is ensured by a structured
information flow. In this sense, an important role is played, for example, by the quarterly report of the manager
in charge, setting out, among other things, the results of the activities undertaken, problems that came out, the
action plans established and their progress.
THE CODE OF CONDUCT AND THE CORPORATE GOVERNANCE RULES
Italcementi complies with the Code of Conduct of the Italian Corporate Governance committee, promoted by
the Italian stock exchange, Borsa Italiana S.p.A., since its first edition. The Company adopted its own Code of
Conduct (the “Code”), last updated by the Company Board of Directors in February 2007, which constitutes a
self-regulation system including legal and regulatory framework provisions, which Italcementi S.p.A. and its
corporate bodies voluntarily comply with. Its end is to highlight the corporate governance model of the
Company established to achieve its primary goal of maximizing value for shareholders.
The Code is based on the Code of Conduct, in its version of March 2006. The Code of Conduct of the Italian
Corporate Governance committee was updated in March 2010 with reference to the sole art. 7 and, further, in
December 2011, it has been completely renewed also to the extent of eliminating discrepancies with current
law provisions. The Company, although it did not include the new art. 7 provisions (subsequently remunerated
in art. 6) in its Code, has already been complying with them, submitting to the examination (i) of the Board of
Directors in March 2011, upon proposal of the Remuneration Committee, the Remuneration policy for
directors, officers and managers vested with special powers and (ii) of the shareholders at their meeting in
April 2011, the Report on remuneration policy. On the other hand, the Company will comply with the new
recommendations within the deadline envisaged therein.
The Code envisages the establishment of corporate bodies and offices as well as the adoption of specific
procedures and conduct, with the sole exceptions described below and with the amendments required by the
specific features of Italcementi S.p.A.
The Board of Directors, moreover, is always willing to assess further trends introduced in the Code of Conduct
and their possible implementation in the Company’s Corporate Governance system, provided that, in respect
with the current company situation, the recommendations allow the Company’s standing with investors to be
further enhanced.
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