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
TABLE 2
BOARD OF STATUTORY AUDITORS
Position Member Attendance at meetings
Chairman Maria Martellini 10/11
Acting Auditor Mario Comana 9/11
Acting Auditor Luciana Gattinoni 10/11
CODE OF ETHICS
The Code, approved for the first time in 1993 and further modified, envisages that all employees and those
who deal with the Group or act to achieve its objectives shall base their dealings and conduct on principles of
honesty, fairness, integrity, transparency, confidentiality and mutual respect.
To this end, at its meeting of February 2, 2001, the Italcementi Board of Directors approved the current version
of the Code of Ethics which defines the rules for loyalty and fidelity, impartiality, protection of privacy and
confidentiality of information, protection of people, the environment and company assets. The Code
establishes the provisions which are the basis of the control processes and the accounting/operational
information, and introduces rules to govern dealings with customers, suppliers, public institutions, political
organizations and unions, and the media.
CONFIDENTIAL INFORMATION
In terms of managing confidential information, the Code, after recalling the obligation of confidentiality and the
prohibition on using such information for personal gain, envisages the adoption of procedures for the
disclosure of documents and information, with particular reference to price-sensitive information which may be
disclosed only by people who are generally or specifically authorized to do so.
At its meeting of February 2, 2001, the Company’s Board of Directors approved a specific procedure requiring
strict compliance with the disclosure procedures and terms envisaged by the provisions in force, in full
alignment with the principle of fairness and contextuality.
Regarding relationships with institutional investors and other shareholders, based, as envisaged by the Code,
on continuous attention, the organization notices issued by the Chief Executive Officer have established
general guidelines and identified the Company structures dedicated to this activity.
INTERNAL DEALING CODE OF CONDUCT
The Company adopted its own ‘Internal Dealing Code of Conduct’, originally in application of the provisions
issued by Borsa Italiana S.p.A. and then to take account of the new regulatory provisions adopted by CONSOB
in execution of the new European regulation (so-called Market abuse) introduced by the Law on Savings of
2005. The ‘Internal Dealing Code of Conduct’ governs the information to be disclosed to the Company, and by
the Company to the market, on any transactions involving Italcementi shares and other financial instruments
connected to them undertaken by ‘Relevant persons’ on their own behalf.
Pursuant to the ‘Internal Dealing Code of Conduct’, ‘Relevant persons’ are the members of the Board of
Directors, the Board of Statutory Auditors and the Chief Operating Officer of Italcementi S.p.A. and any subject
holding an equity investment of at least 10% of the voting share capital of Italcementi S.p.A., as well as any
other subject who controls Italcementi S.p.A.
In particular, ‘Relevant persons’ must inform Italcementi S.p.A., which in turn informs the market, about
completed transactions of an aggregate amount crossing the 5,000 euro threshold by the end of the year. It is
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