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 Committees shall be composed of no fewer than three members and, in carrying out their duties, may
access the supporting corporate information and functions, and also request the assistance of external
advisors.
Each Committee elects its own Chairman and a secretary (who is not required to be a member of the
committee) and meets at request of its Chairman or his/her delegate. The meeting may be called informally
(including by unwritten means).
The meetings of each committee are validly convened with the participation of the majority of its members, in
person or via an audio or video-conference link. Each committee carries resolutions by an absolute majority
vote of the members participating at the meeting.
The Remuneration committee, consisting of non-executive directors, the majority of whom are independent,
has the task of proposing to the Board, in the absence of those directly involved, the remuneration of directors
vested with special powers, as well as of the Chief Operating Officer and Officers with strategic responsibilities.
It also enforces their application on the basis of the information supplied by the executive directors. The
Remuneration committee also performs additional advisory functions on remuneration and related matters
which the Board of Directors may request from time to time.
The Internal control committee, consisting of independent directors, has the task, in addition to the above, of
verifying, together with the manager in charge of preparing the company’s financial reports and the external
auditors, the correct application of accounting policies and their consistency for the purposes of preparing the
consolidated financial statements; of expressing, at request of the Chief Executive Officer, opinions on specific
aspects regarding identification of the main company risks as well as the planning, realization and
management of the internal control system; of examining the activities’ program and periodic reports prepared
by the Controller. In addition, the Internal control committee performs further duties assigned by the Board of
Directors and reports, at least on a half-yearly basis, during approval of the yearly and half-yearly reports, on
the activities undertaken and on the adequacy of the internal control system.
The Internal Control committee also supports the Board of Directors with the activities related to the functioning
of the internal control system.
The meetings of the committee are attended by the Chairman of the Board of Statutory Auditors or other
auditor appointed by him/her; the Chairman and the Chief Executive Officer may also take part, as well as, if
invited, the Chief Operating Officer, the internal control staff and the heads of other company functions.
Among the committees recommended by the Corporate Governance Committee, the Italcementi S.p.A. Code
does not provide for a «Nomination committee», given that the shareholding structure of the Company has a
permanent majority shareholder holding the absolute majority of voting rights. Moreover, the appointment of
the Board of Directors is now governed by the Company by-laws which envisage, among other things, that
upon presentation of the list a brief resume is attached for each candidate with their personal and professional
skills. These resumes, pursuant to the law and the Code, must be duly published on the company website; in
addition, it is now current practice that during the shareholders’ meeting the Chairman or, at their request, the
Chief Executive Officer provide data and professional details on candidates and their eligibility as independent
directors.
Further, in inviting issuers to evaluate the setting-up of a Nomination committee within the Board of Directors,
the Corporate Governance Committee stated that “... this solution has its origin in systems with widespread
shareholdings, to ensure an adequate level of independence of the directors in relation to management ...”.
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