2011 Annual Report - Italcementi Group

The Code provides for the Board of Directors, at its first possible meeting and, in any case, at least on a
quarterly basis, to be informed on the activities carried out by the Chief Executive Officer and the other
executive directors, and in particular on the most important transactions with an impact on the financial
statements undertaken by the company or by the subsidiaries, on the main transactions with related parties
and those with a potential conflict of interest which have not been submitted to the Board for its prior approval.
Upon proposal of the Remuneration committee, the Board of Directors, in the absence of those directly
concerned, establishes the remuneration, grants monetary benefits for directors vested with special powers in
compliance with the articles of association, based on the opinion of the Board of Statutory Auditors and, when
required, upon further evaluation of the Committee for Transactions with Related Parties. A significant part of
the remuneration of the Chairman, Executive Deputy Chairman and Chief Executive Officer is tied to business
results and to achievement of specific targets.
A consistent approach and coordination of activities are ensured by the presence of the Chairman, Executive
Deputy Chairman, Deputy Chairman, Chief Executive Officer and Chief Operating Officer, directors or officers
of Italcementi S.p.A. on the Boards of Directors of the main subsidiaries.
Transactions with related parties
Without prejudice to the provisions of the Procedure for Transactions with Related Parties last approved by the
Board of Directors in its session of November 2010, transactions with related parties must be carried
transparently and in compliance with the criteria of formal and substantial accuracy. Therefore, directors who
have an interest, even if only potential or indirect, in a transaction are required to:
a) provide timely and exhaustive information to the Board on the existence of the interest and on its
circumstances;
b) to leave the Board meeting at the time the resolution is taken.
In specific circumstances, however, the Board of Directors may allow the participation of the director
concerned in the discussion and/or the vote.
Moreover, according to the by-laws and the above mentioned procedure, the Board of Directors may undertake
significant transactions with related parties notwithstanding a negative opinion of the Committee for
Transactions with Related Parties, upon authorization of the shareholders’ meeting, provided that, without
prejudice to the majorities of law, the shareholders who are not related parties present at the meeting
represent at least 10% of the share capital and those do not vote against the transaction (the so-called
“whitewash”).
In cases of urgency, the Board of Directors, or the competent body, may, directly or through subsidiaries,
execute transactions with related parties, that are not under the prerogatives of the shareholders’ meeting and
do not require its authorization, by applying the simplified rules envisaged by the Procedure for Transactions
with related parties adopted by the Company.
Appointment of committees
Italcementi S.p.A., in its own Code, provides for the Board of Directors to appoint a Remuneration committee
and an Internal control committee from among its members. Their resolutions are of advisory or propositional
role and do not bind the following Board resolutions.
180