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
head of the internal audit department.
The Controller, performing his duties, got access to all the necessary information to execute them. He reported
periodically to the Internal control committee, the Board of Statutory Auditors as well as to the executive
director responsible for overseeing the functioning of the internal control system.
During 2011 the Controller implemented the audit plan, as presented to the Internal control committee, and
undertook the appropriate measures within his duties, as assigned from time to time by the Chief Executive
Officer in his capacity as the executive director responsible for overseeing the internal control system.
During 2011 the executive director responsible for overseeing the internal control system attended – together
with the Controller – the meetings of the Internal control committee of the Company.
The Board of Directors, to which the Internal control committee reports on a half-yearly basis, deems the
internal control system adequate for the structure and kind of Company and Group business.
Board of Statutory Auditors
During the renewal of the Board of Statutory Auditors at the shareholders’ meeting of April 17, 2009, the
majority shareholder presented its own list of candidates. The minority shareholders did not present a list.
Therefore, none of the auditors currently in office represents the minority shareholders.
It is to be noted that, although the provisions of art. 148, par. 1-bis of TUF on the Board of Statutory Auditors
composition are not in force yet, the actual composition of the Board of Statutory Auditors is already in
compliance with this regulation as it is made up of two female acting auditors and one representing the male
gender.
As envisaged by the Code, during 2011, the Board of Statutory Auditors, among other things, oversaw the
independence of the external auditors, by verifying both compliance with the relevant regulatory provisions and
the nature and extent of the non-audit services provided to the Company and its subsidiaries by the external
auditors and bodies belonging to their group.
During the year, the internal audit manager took part in several meetings of the Board of Statutory Auditors, as
the Board of Statutory Auditors attended all the meetings of the Internal control committee and of the
Remuneration committee. This enabled a continuous information flow among the various bodies involved in
monitoring the whole control system.
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