2011 Annual Report - Italcementi Group

In addition, the Chief Executive Officer has been granted powers to undertake actions regarding:
• industrial transactions (technical, manufacturing, commercial, administrative) up to a limit of 50 million euro
for each individual transaction with single signature and 75 million euro with joint signature with the
Executive Deputy Chairman or the Chief Operating Officer;
• securities and real estate transactions up to a limit of 50 million euro for each individual transaction with
single signature and 75 million euro with joint signature with the Chairman or the Chief Operating Officer;
• at its meeting on April 16, 2010, the Board of Directors assigned to the Chief Operating Officer, Mr.
Giovanni Ferrario, among others, the duties of overseeing and directing the technical, manufacturing, and
commercial activities of Italcementi S.p.A.; directing, coordinating and controlling the activities of the
industrial subsidiaries; proposing to the Chief Executive Officer the functional arrangements of the corporate
organization; maximizing the efficiency of the corporate production units of the Italian subsidiaries and their
compliance with the regulations and laws in force; determining and cooperating with the Chief Executive
Officer in establishing staff management guidelines.
In addition, the Chief Operating Officer has been granted powers to undertake industrial transactions
(technical, manufacturing, commercial, administrative and some financial) up to a limit of 20 million euro for
each individual transaction and real estate transactions up to a limit of 15 million euro for each individual
transaction.
The limits set for the powers granted respectively to the Executive Deputy Chairman and the Chief Operating
Officer are doubled should their signature be combined with that of the other. In addition, and solely for
industrial activities, the limits set for the powers granted to the Chief Operating Officer are doubled should their
signature be combined with that of one of the Deputy Chief Operating Officers, if appointed.
The Chief Executive Officer and the Chief Operating Officer have assigned specific and more limited powers to
officers of the Company within their area of activities.
The Chief Executive Officer and the other executive directors have periodically reported to the Board of
Directors and the Board of Statutory Auditors, as envisaged by the Code and by the Company by-laws, about
activities undertaken within their assignments and powers. In addition, the most important transactions with an
impact on the financial statements undertaken by the Company, the main transactions with related parties as
well as transactions leading to potential conflicts of interests, have been submitted to the Board of Directors,
even when within the limits of their powers.
Group interdepartmental bodies
To implement the policies of the Board of Directors, a number of bodies not provided for by the by-laws have
been established with duties of coordination and operational integration which do not, however, modify the
responsibilities and powers of the functions represented in that bodies.
In addition, a Committee of Officers operates at Group level, chaired by the Chief Operating Officer of
Italcementi S.p.A., who also holds the post of Chief Executive Officer of the main subsidiary Ciments Français
S.A., under the supervision of the Chief Executive Officer of the Company. This Committee is made up of
officers of some executive departments of both companies.
The Committee of Officers meets periodically to ensure operational consistency with the strategy and
objectives set by the Boards of Directors of the various Group companies.
Finally, the Conference of Officers is organized to raise awareness of strategic and organizational guidelines
and the main group projects. Besides the members of the Committee of Officers, a small number of other
senior Group managers take part in the Conference of Officers.
190