Governance

The Shareholders’ Meeting of Cimento Nacional, which includes Buzzi S.p.A., represents the company’s highest authority. It convenes annually within the first four months following the fiscal year or as necessary.

Its responsibilities include approving the company’s annual financial statements, deciding on profit allocation and dividend distribution, and electing the members of the Board of Directors.

Our Board of Directors consists of six primary members, elected during the Annual Shareholders’ Meeting for a unified three-year term, with the option of re-election. Its main function is to guide the company’s business strategy, oversee performance, and ensure compliance with its Articles of Incorporation.

This committee consists of three full members and three alternates, each serving a one-year term with the option for re-election. Its main function is to advise the Board of Directors on technical matters and new projects related to the company and its subsidiaries. This includes collecting technical information and carrying out on-site visits. Regular committee meetings are held quarterly.

The Internal Audit department proposes and implements the annual internal audit plan based on the company’s risk assessment. This involves identifying and managing risks, conducting control tests, defining corrective actions, and monitoring action plans that result from internal audits. The department reports directly to the Chairman and the Board of Directors of Nacional Cimentos Participações S.A. It maintains ongoing collaboration with Buzzi S.p.A.’s Internal Audit team while ensuring the independent functioning of both.

The Executive Board consists of seven members elected by the Board of Directors for three-year terms, with the option for re-election. As outlined in its Articles of Incorporation, the Board handles all management activities necessary for running the company.

Key responsibilities include implementing decisions made by the Board of Directors and the Shareholders’ Meeting, preparing and proposing the annual consolidated budget and business plan for the company and its subsidiaries, and officially representing the company both legally and operationally.