2011 Annual Report - Italcementi Group

consolidated financial statements.
In addition, pursuant to art. 37 of the Market Regulation, Italcementi S.p.A., a subsidiary subject to
management and coordination activity by Italmobiliare S.p.A.:
- has fulfilled the disclosure obligations envisaged by art. 2497-bis of the Italian Civil Code;
- is free to negotiate in dealings with customers and suppliers;
- does not have a centralized treasury management agreement with Italmobiliare S.p.A.;
- has a Board of Directors which consists mainly of independent directors and, with the exception of the
Remuneration Committee, all the Committees set up among the Board of Directors consist solely of
independent directors. However, this last provision, introduced with CONSOB resolution no. 17389 of June
23,2010, provides that companies comply with the new composition conditions within thirty days of the first
shareholders’ meeting called after October 1, 2010, to renew the Board of Directors. Following the entry into
force of this resolution, the Italcementi Board of Directors has not yet been renewed.
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