2011 Annual Report - Italcementi Group

On the other hand, the absence of any criticalities in the internal control and accounting systems of the
company is confirmed also in the Audit Firm Reports on the separate and consolidated financial statements,
dated March 26, 2012 which do not raise any remarks nor disclosure recalls. In these reports, the Audit Firm
also confirmed consistency of directors’ reports with the respective financial statements, so assessing
compliance, in the financial statements, with the provisions of art. 123-bis of the Consolidated Law on Finance
and of the Consob/Isvap/Banca d’Italia joint Regulation no. 4, dated March 3 rd 2010.
The Directors drafted the separate and consolidated financial statements in accordance, as provided for, with
IAS/IFRS Accounting Standards, as implemented by the EU, highlighting the occurred updates, and they
provided the information requested by the aforementioned Regulation no. 4 of March 3rd 2010 in the Directors’
report.
As to the impairment test, the Directors approved criteria and methods to be followed, also confirming the
economic data used for income forecasts if not consistent with the those included in the 2010-2014 Business
Plan.
We point out that Calcestruzzi S.p.A., which had been excluded from the management and coordination
activity of the company in the recent past, was reconsolidated during 2011.
We ascertained that the Remuneration Committee had been properly proposing guidelines (both in the merit
and procedurally) concerning the definition and execution of the company’s remuneration policy; said
guidelines are included in the Remuneration Report, approved by the Board of Directors, and to be submitted
to the Shareholders’ meeting under art. 123-ter of Consolidated Law on Finance.
The Company’s compliance with the Corporate Governance Code, drafted by the Corporate Governance
Committee of listed companies, is illustrated in the appropriate section of the Directors’ report and we deem
such illustration to be adequate and exhaustive. As far as our intervention is concerned, we assessed the
existence of professional and independence requisites for the members of this Board and we also monitored
the application of the self-examination procedure followed by the Board of Directors, with specific regard to the
requisites set out for the independent directors.
With reference to our supervisory activity concerning the Audit Firm independence requisite under art. 17, par.
9, let a), of Legislative Decree 39/2010, we hereby acknowledge the contents of the “Transparency Report”
updated as at December 2011 and drafted by the Audit Firm and published on its web site, and we also
received the written statement provided by art. 17, par. 9, let a), of Legislative Decree 39/2010 on March 26,
2012.
Moreover, the Audit Firm informed us about its remuneration for activities other than those related to its audit
activity and received by itself or by domestic and foreign entities belonging to its network.
With reference to the “Principles on the Audit Firm independence” released by the National Board of
Accountants as referred to in Consob resolution no. 15185, we note that such remuneration, reported
hereunder (figures Euro/000), does not appear to represent any criticality impacting on the Audit Firm’s
independence.
Activities
Italcementi and its
italian subsidiaries
Ciment Français and
its subsidiaries
Total
Attestation 5 56 61
Other 315 72 387
Total 320 128 448
The Board of Statutory Auditors and the Audit Firm did not issue any opinions provided by law during the fiscal
year.
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