In this section the corporate organization adopted by Italcementi in order to maximize value for its shareholders is presented. 
 
As set forth in the Company’s by-laws, the Board of Directors has full powers of ordinary and extraordinary management of the Company, with the exception of those acts that may be only performed by shareholders in their meetings.

The Board of Directors has vested an Executive Committee with all its powers excepting those that the Italian Civil Code and the bylaws do not allow to be delegated. The Board is informed of the resolutions taken by the Executive Committee during the first meeting it holds after such resolutions are passed.

Moreover, Italcementi S.p.A.’s Code of Conduct provides that the Board of Directors can set up two additional committees with advisory functions, i.e. resolutions taken are not binding and are made only to assist the Board: the Remuneration Committee and the Internal Control Committee.

The Board of Statutory Auditors completes the list of corporate bodies.