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
which had not been originally scheduled;
- We continuously liaised with the Audit Firm, and we examined the documents prepared by the latter
concerning their action plan and its execution;
- We attended the Internal Control Committee meetings and, anytime the items on the agenda deemed it
appropriate, we examined them jointly the Committee;
- We met the Compliance Committee members and, by examining their reports, we acknowledged from
time to time the updating process of the “Organizational, Management and Control Model”, adopted by
the company according to Legislative Decree 231/2001;
- We liaised with supervisory bodies of the main subsidiaries and no data nor information emerged that
we deem appropriate to highlight in this report;
- We also met the Statutory Auditors of the parent company Italmobiliare S.p.A. in order to have a
proficient exchange of information.
Having recalled that the audit international standards provide for a Quality Assessment Review on the internal
control system to be performed by independent auditors at least every five years, we hereby report that the
company appointed the Institut de l’audit e du control internes (IFACI) to undertake such assessment. IFACI
has recently completed its diagnostic analysis on the Department in charge of the control system and on the
operating methods followed by the latter, and it confirmed a substantial compliance with the IIA/IFACI
framework standards in terms of duties, organization and efficiency of such Department.
Based on the outcome of the undertaken activities and taking into account the ascertained regularity and the
order of the financial information flow generated within the different corporate areas, we hereby assess the
adequacy of the internal control system in force within the Company. Such system, updated on an ongoing
basis and, consequently, subject to a positive evolution process, significantly contributes to the Company
efficiency and effectiveness’ improvement process and, in particular, to the risk management.
In our capacity as Internal control and audit Committee, according to the provisions of art. 19 of the Leg.
Decree 39/2010, we hereby confirm that there are no remarks thereupon to be reported at the shareholders’
meeting.
In the execution of our supervisory activity, we did not notice unusual or atypical transactions, undertaken with
Company’s subsidiaries or related parties or with third parties.
With reference to infra-group transactions or ordinary transactions with related parties executed during the
year, we noted that directors properly highlighted and illustrated in the Directors’ Report, which we refer to, the
relevant features and the financial impact. As far as we are concerned, we acknowledge that these
transactions have been executed in the interest of the Company and in compliance with the provided
procedure. To this extent, we point out that, as of January 1, 2011, the “Procedures for transactions with
related parties” according to the CONSOB Regulation of January 24, 2010 and the subsequent explanatory
report of September 24, 2010, whose guidelines were already adopted by the Board of Directors in its meeting
of November 5, 2010, are currently in place.
The pending legal proceedings have been duly illustrated in the Management Report and they appear to be
carefully defended for the purposes of protecting the company.
We report that no criticalities emerged during meetings with the Audit Firm; this is confirmed, on one hand, by
the Report under art. 19, third paragraph, of Legislative Decree 39/2010 which was presented by the Audit
Firm to this Board on March 26, 2012 and which states that, in the execution of the audit activities, no
significant lacks in the Internal control system with reference to the financial disclosure process emerged.
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