2011 Annual Report - Italcementi Group

During 2011 the Internal control committee met 5 times; the average length of its meetings was of
approximately 1 hour and 35 minutes. All the members attended 4 meetings and one was held with one
member absent; the Board of Statutory Auditors attended with two of its members at 4 of the meetings; at the
other one it was present in its whole.
The Committee was updated on developments in the legal proceedings concerning the subsidiary Calcestruzzi
S.p.A. (whose seizure has been revoked following the decision of the court of Caltanissetta on April 20, 2011);
it examined the reports prepared by the Controller and by the external auditors to verify the adequacy,
effectiveness and correct functioning of the internal control system, and reported to the Board of Directors
during approval of the annual report and the half-year financial report, on the activities undertaken and on the
adequacy of the internal control system.
Some officers of the Company and of its subsidiaries and managers responsible for Company functions, from
time to time involved, are invited to attend the meetings to refer upon the items on the agenda of their fields.
During 2012 the Internal control committee has so far met twice, to examine, among others, the 2011
impairment test methodology and results, the accounting methods adopted to draft the 2011 consolidated
financial statements, the final balance of 2011 audit and the three-year audit plan for 2012-2014.
The Committee for Transactions with Related Parties is made up of four members, all of whom are nonexecutive
and independent. During 2011 the Committee met 3 times, with all members present. The average
length of its meetings was of approximately 1 hour and 25 minutes.
The meetings of the Remuneration committee, the Internal control committee and the committee for
Transactions with Related Parties were duly minuted.
Internal control system
The internal control system is defined as the set of rules, procedures and organizational structures designed to
ensure, through adequate identification, measurement, management and monitoring of key risks, healthy and
proper management of the company in line with objectives, thus guaranteeing the safekeeping of the company
assets, the efficiency and effectiveness of company transactions, the reliability of financial information, and
compliance with laws and regulations.
The Board of Directors exercises its functions in relation to the internal control system based on national and
international reference models and best practice and pays particular attention to the organizational,
management and control model adopted pursuant to Legislative Decree no. 231 of June 8, 2001.
The Board of Directors, with the assistance of the Internal control committee, sets the guidelines for the
internal control system so that the main risks regarding the Company and the subsidiaries are correctly
identified and adequately measured, managed and monitored. It also sets the criteria to ensure the
compatibility of these risks with correct and proper management of the Company and assesses, at least on an
annual basis, the adequacy, effectiveness and functioning of the internal control system with respect to the
characteristics of the Company.
As envisaged by the Code, the executive director responsible for overseeing the functioning of the internal
control system was actively involved, also with reference to the Risk & Compliance project described in the
section «Risks and uncertainties» of this Report, to identify the main corporate risks and to verify the overall
adequacy, effectiveness and efficiency of this system, by asking in particular the Controller to undertake
specific controls of the procedures regarding both Italcementi S.p.A. and its subsidiaries.
Some time ago, the Company set up an internal audit department. The Board of directors, upon proposal of the
executive director responsible for overseeing the functioning of the internal control system and based on the
positive opinion of the Internal control committee, confirmed as Controller, on its meeting of May 6, 2010, the
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