Cemex 2012 Annual Report Download - page 25

composed of qualified directors who provide appropri-
ate oversight and meet the independence criteria un-
der applicable laws. The requirement of independence
of our audit committee members satisfies the indepen-
dence and other requirements under applicable law,
and one member of our audit committee meets the
requirements of a “financial expert” as defined by the
Sarbanes-Oxley Act of 2002 (SOX).
We also have designed and deployed: 1) a formal in-
ternal process to support the certification by our chief
executive ocer and our executive vice president of
finance and administration of the information that
we present in CEMEX’s periodic reports to the U.S.
Securities and Exchange Commission, as well as to
the corresponding securities authorities in Mexico; 2)
a system to ensure that relevant information reaches
senior management in a timely manner; 3) a system
for anonymously and confidentially communicating to
the audit committee complaints and concerns regard-
ing accounting and audit issues; 4) a process for anon-
ymously and confidentially submitting complaints
related to unethical conduct and misuse of assets; and
5) a task force to follow legal requirements and best
corporate-governance practices and, when appropri-
ate, propose further improvements. Our code of ethics
reflects the requirements of SOX.
We are in compliance with the applicable sections of
SOX, including section 404.
Moreover, as part of our efforts to reduce our ecological
footprint, we increase our use of alternative fuels and
raw materials, improve our energy eciency, and con-
tract renewable power where feasible. Additionally, we
optimize air quality, waste management, and recycling;
diminish disturbances from noise and dust; and imple-
ment biodiversity action plans at our quarries.
Furthermore, we engage our key stakeholders. In
particular, we place a high priority on the health and
safety of our employees, our contractors, and our
communities. We are committed to help in the devel-
opment of our local communities, and we collaborate
with governments, NGOs, and opinion leaders to
anticipate and address emerging social demands.
Alignment with Investor Interests
Employee stock-ownership plan
To better align our executives’ interests with those
of our stockholders, we began offering executives
a new stock-ownership program in 2005. The plan
moves our company’s long-term incentives from
stock option grants to restricted stock awards.
As of December 31, 2012, our executives held
30,921,769 restricted CPOs, representing 0.3% of
our total CPOs outstanding.
Corporate governance
We are committed to the highest standards of corpo-
rate governance. Our corporate governance practices
are governed by our bylaws and all applicable provi-
sions in both Mexican and U.S. securities laws. On
a voluntary basis, we also comply with the Mexican
Code of Best Practices, which provides recommenda-
tions for better corporate practices for listed compa-
nies in Mexico. Our company’s board of directors is
7.8 million
metric tons of CO2 emissions avoided
annually as a result of our low-carbon
initiatives
Chelm Cement Plant, Poland
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