The transparency of the decision-making processes, an effective system of internal controls and respect of all stakeholders are the cornerstones of our governance system.
Cementir Holding N.V. is a company incorporated under Dutch law whose shares are listed on the Euronext Milan market, Euronext STAR Milan segment.
In line with principles and best practice contained in the Dutch Corporate Governance Code, our governance structure aims to guarantee the proper functioning of the company, the transparency of its decision-making processes and establishes an effective network of internal controls.
The governance model is based on a one-tier Board of Directors and the relationships between its members are governed by codes, principles, rules and procedures adopted to regulate the performance of the activities of all organizational and operational structures.
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Shareholders' Meeting
It resolves on the matters reserved to it by the law or by the Articles of Association.
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Board of Directors
Pursuant to the Articles of Association it is composed of Executive and non-Executive Directors for a total of minimum 5 and maximum 15 members. The powers, duties, functioning and requirements, including independence, are detailed in the Board Rules.
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Audit Committee
The Board of Directors appointed internal committees supporting the decision-making of the Board. Powers, duties, responsibilities, functioning and composition of the Audit Committee are outlined in the Audit Committee Charter.
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Remuneration and Nomination Committee
The Board of Directors appointed internal committees supporting the decision-making of the Board. Powers, duties, responsibilities, functioning and composition of the Remuneration and Nomination Committee are outlined in the Remuneration and Nomination Committee Charter.
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Independent Auditors
They are appointed by the Shareholders' Meeting to carry out auditing activities. The current auditing company is PricewaterhouseCoopers Accountants N.V. in office until approval of the financial statements for the year ended December 31, 2030.
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Internal Audit
It is responsible for verifying the effective compliance with the internal operational and administrative procedures of the entire Group. Its purpose is to ensure proper management, as well as to identify, prevent and manage, as far as possible, financial and operational risks and the risks of fraud against the Group companies.
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Ethics Committee
The Board of Director has established an Ethics Committee in order to monitor compliance with the Code of Ethics and with applicable regulations.
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Sustainability Committee
The Board of Directors appointed internal committees supporting the decision-making of the Board. Powers, duties, responsibilities, functioning and composition of the Sustainability Committee are outlined in the Sustainability Committee Charter.
The Internal Control and Risk Management of Cementir Group
The articles of association of Cementir Holding N.V. entered into force on 5 October 2019.