2011 Annual Report - Italcementi Group

* indicates the responsibilities, powers, and resources granted to the «Manager in charge» for the exercise of
his/her duties, identifying the financial and human resources needed to carry out the mandate;
* defines dealings with other Company bodies/functions, with the corporate bodies, the internal and external
control bodies and with subsidiaries, as well as, in compliance with the mutual areas for independent action,
the procedures for interrelating with the parent company Italmobiliare, regulating information flows;
* recalls the general principles of the Operational model used by the Italcementi Group, which has been
established in order to fulfill the regulatory provisions on preparing the financial reports;
* illustrates the internal and external attestation process in reference to: a) the statements of the «Manager in
charge» regarding the correspondence of the disclosed acts and communications of the Company to the
documents and the accounting books and entries; b) the attestations of the «Manager in charge» and of the
executives, relating to the financial statements, the limited half-year financial statements and the
consolidated financial statements.
The «Regulation» has been approved by the Board of Directors and refers to all the entities, functions,
corporate bodies of Italcementi S.p.A., as well as all the companies that it directly or indirectly controls. The
Regulation has been circulated to the staff of the Company, the subsidiaries, as well as to all those considered
affected by its contents.
ORGANIZATIONAL, MANAGEMENT AND CONTROL MODEL
In order to make the control system and Corporate Governance more effective, and prevent corporate offenses
and offenses against the public administration, during 2004, in application of Legislative Decree no. 231/01, the
Company Board of Directors adopted an «Organizational, management and control model» (the «Model»).
This was subsequently updated in 2006 in line with the law on market abuse and failure to disclose a conflict of
interest by directors.
By adopting the «Model», the Company intends to disseminate and establish a corporate culture based on
legality, with the express censure of all conduct contrary to the law and the regulations of the «Model».
In 2008 the «Model» was also extended to crimes connected to violation of the laws on workplace health and
safety, transnational crimes, conspiracy to handle stolen goods and money-laundering. At its meeting on
February 3, 2010, the Board of Directors updated the special section of the «Model» on safety. Following the
introduction of new categories of crimes related to racketeering, industry and commerce, copyrights and
hacking into the Leg. Decree 231/01, the Board of Directors, in its meeting of February 3, 2012, recently
updated the «Model» which will be further amended in order to include environmental crimes, recently
introduced by the lawmaker in Leg. Decree 231/01 as crimes relevant for the purposes of applying the Decree
itself. To this extent, the Company already appointed a specialized consultancy company to perform a risk
assessment on the risks connected to these areas.
The duty of ongoing overseeing the effective functioning and enforcement of the «Model», as well as proposing
amendments, is entrusted to a Compliance Committee, which operates on an autonomous, professional and
independent basis.
In accordance with the provisions of the «Model», the Compliance Committee is currently composed of an
independent director (subsequently appointed Chairman), an external qualified advisor and the company’s
Internal Audit manager.
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