building a STRONGER foundation - Cemex
building a STRONGER foundation - Cemex
building a STRONGER foundation - Cemex
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We have agreed to pay some of the other charges and expenses of the ADS depositary. Note that the fees and charges that a<br />
holder of ADSs is required to pay may vary over time and may be changed by us and by the ADS depositary. ADS holders will<br />
receive notice of the changes. The fees described above may be amended from time to time.<br />
Depositary Payments for the Year Ended December 31, 2010<br />
In 2010, we received approximately U.S.$2 million from our Depositary Bank, Citibank, N.A., to reimburse us for contributions<br />
towards our investor relations activities (including but not limited to investor meetings, conferences, and fees to investor relations<br />
service vendors), and other miscellaneous expenses related to the listing of our ADSs on the NYSE.<br />
Item 13 - Defaults, Dividend Arrearages and Delinquencies<br />
None.<br />
PART II<br />
Item 14 - Material Modifications to the Rights of Security Holders and Use of Proceeds<br />
None.<br />
Item 15 - Controls and Procedures<br />
Disclosure Controls and Procedures<br />
Our management has evaluated, with the participation of our Chief Executive Officer and Executive Vice President of Finance<br />
and Administration, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities<br />
Exchange Act of 1934) as of the end of the period covered by this report, and has concluded that our disclosure controls and<br />
procedures were effective as of December 31, 2010.<br />
Management’s Annual Report on Internal Control Over Financial Reporting<br />
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, (as defined<br />
in Rule 13a-15(f) under the Securities Exchange Act of 1934). Under the supervision and with the participation of our management,<br />
including our Chief Executive Officer and principal financial and accounting officers, we conducted an evaluation of the effectiveness<br />
of our internal control over financial reporting based on the framework in “Internal Control — Integrated Framework” issued by the<br />
Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management has concluded that<br />
internal control over financial reporting was effective as of December 31, 2010.<br />
KPMG Cárdenas Dosal, S.C., the registered public accounting firm that audited our financial statements included elsewhere in<br />
this annual report, has issued an attestation report on our internal control over financial reporting, which is included in page F-3 of this<br />
report<br />
Attestation Report of the Registered Public Accounting Firm<br />
KPMG Cárdenas Dosal, S.C.’s report on our internal control over financial reporting appears on page F-3 of this report, and is<br />
incorporated herein by reference.<br />
Changes in Internal Control Over Financial Reporting<br />
We have not identified changes in our internal control over financial reporting during 2010 that have materially affected, or are<br />
reasonably likely to materially affect, our internal control over financial reporting.<br />
Item 16 - [RESERVED]<br />
Item 16A - Audit Committee Financial Expert<br />
Our board of directors has determined that it has at least one “audit committee financial expert” (as defined in Item 16A of Form<br />
20-F) serving on its audit committee. Mr. José Manuel Rincón Gallardo meets the requisite qualifications.<br />
Item 16B - Code of Ethics<br />
We have adopted a written code of ethics that applies to all our senior executives, including our principal executive officer,<br />
principal financial officer and principal accounting officer.<br />
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