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
a) statements by which individual candidates accept their candidature and, under his/her own responsibility,
state the non-existence of causes for ineligibility and the entitlement of the good reputation requirements
established by the law;
b) a brief resume on the personal and professional skills of each candidate with indication of their position as
director and statutory auditor in other companies;
c) statements by which individual candidates declare entitlement of the independence qualification required by
the law and by the Code of Conduct;
d) information on the identity of shareholders who have presented candidates;
e) a statement of the shareholders who do not hold, even jointly, a controlling or majority stake, bearing
witness to the absence of any connection with the majority shareholder, as defined by the law in force.
The intermediary certification proving ownership of the shareholding prescribed at the date on which
candidates are presented may also be produced after the filing provided that it reaches the company at least 5
days before the shareholders’ meeting date on first call (i.e. by April 13, 2012).
In any case, shareholders can present candidates directly at the venue of the Meeting.
During the Meeting, the Chairman will summarize the candidates of the minority shareholders and will submit
them to poll, according to the order in which they have been received by the Company.
To this end, Italmobiliare communicated its intent to abstain from any vote on candidates submitted by
shareholders holding at least 2% of the ordinary share capital.
In the event that no candidates are submitted nor any other candidates by holders of shares under 2% of the
ordinary share capital are filed, the shareholders’ meeting will act under the usual majorities without prejudice
to the possibility of reducing by one unit the number of members of the Board of Directors.
Appointment of Statutory Auditors, the Chairman of the Board of Statutory Auditors and
determining their remuneration
Dear Shareholders,
Upon approval of the financial statements as at December, 31 st 2011, the office of the entire Board of Statutory
Auditors will expire.
We invite you to appoint, for the 2012-2014 three-year period, three acting Auditors and three substitute
Auditors, and the Chairman of the Board, after determining their respective annual remuneration.
According to the Bylaws, the Board of Statutory Auditors is appointed on the basis of lists aimed at assuring
the appointment of one acting Auditor and one substitute Auditor by the minority shareholders.
Only shareholders who, alone or together with other shareholders, provide documented evidence that they
own, as at the date on which lists are filed with the Company, a percentage of the share capital with voting
rights not lower than 2%, are entitled to file the lists.
Each shareholder cannot file or concur in the filing of more than one list, directly or through third parties or trust
company, or vote for different lists.
Shareholders belonging to the same group and shareholders who are party to a shareholders’ agreement
concerning the company shares may not file or vote for more than one list, neither through third party or trust
companies.
Lists presented in violation of these restrictions will not be accepted.
Each list consists of two sections: one for candidates as acting Auditors, and the other for candidates as
substitute Auditors.
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