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building a better future - Cemex

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Board of<br />

Directors<br />

Audit<br />

Committee<br />

managing our<br />

business for the<br />

long term<br />

Regional<br />

Presidents (6) 1<br />

EVP Organization<br />

and HR<br />

Chairman & CEO<br />

EVP Strategic<br />

Planning and Business<br />

Development<br />

Corporate Practices<br />

Committee<br />

Finance<br />

Committee<br />

EVP Finance and<br />

Administration<br />

Sustainability<br />

Committee 4<br />

At CEMEX, we think of “sustainability” in the most fundamental<br />

sense of the term: as the ability to address current business<br />

needs while managing for sustained, positive performance in<br />

<strong>future</strong> business climates.<br />

Regional<br />

Sustainability<br />

Coordinators 3<br />

Country<br />

Sustainability<br />

teams<br />

Defines sustainability guidelines and priorities<br />

Proposes and defines global sustainablity<br />

initiatives through Sustainability Committee<br />

Executes global sustainability initiatives<br />

Corporate Energy<br />

and Sustainability 2<br />

Corporate<br />

Sustainability<br />

team<br />

1 Regions include Northern Europe, South America and Caribbean, Mediterranean,<br />

Asia, Mexico, USA<br />

2 Reports to the President of CEMEX Northern Europe<br />

3 Reports to corresponding Regional President<br />

4 Consists of 12 members: 9 members of Management Team, Senior VP Corporate<br />

Energy and Sustainability, Senior VP Technology and Safety, and one regional<br />

sustainability coordinator (alternates)<br />

advancing our priorities through<br />

strong governance<br />

Led by our Chairman of the Board and CEO, Lorenzo H.<br />

Zambrano, the CEMEX Board of Directors is responsible for supervising<br />

the overall direction and operation of the company.<br />

As of December 31, 2011 the board comprised 13 directors,<br />

nine of whom qualified as independent directors according to<br />

criteria specified under Mexican Securities Law. On February<br />

23, 2012 CEMEX’s General Shareholder’s Meeting appointed<br />

11 directors to the board, 8 of whom qualify as independent<br />

directors according to criteria specified under Mexican<br />

Securities Law. The board is responsible for determining and<br />

overseeing our efforts to advance our seven sustainability<br />

priorities—performance on which is critical to our ability to<br />

execute our business strategy.<br />

For more on our governance structure, processes, and systems,<br />

please visit the governance section of our website at<br />

www.cemex.com/InvestorCenter/CorporateGovernance.aspx<br />

Governance structure supporting sustainability<br />

Responsibility for sustainability begins with our Board of<br />

Directors and flows through all areas of our company to our<br />

local operations.<br />

The Sustainability Committee comprises of 12 members: nine<br />

members of our management team, the Senior Vice President<br />

of Energy and Sustainability, the Senior Vice President of Technology<br />

and Safety, and the Corporate Director of Sustainability.<br />

This committee meets quarterly to assess and guide CEMEX<br />

in its sustainability efforts. Through their work, sustainability<br />

priorities are defined and resources allocated to initiatives<br />

that have the highest impact and provide the most significant<br />

improvement opportunities.<br />

Decisions made by the Sustainability Committee and validated<br />

by the CEO, the management team, and the Board of Directors<br />

are swiftly executed by the Senior VP Energy and Sustainability<br />

in coordination with the different regional/country presidents<br />

and leaders of other relevant corporate functions.<br />

managing our risks appropriately<br />

A multitude of risks can affect CEMEX’s operations, assets,<br />

employees, and neighbors. Accordingly, we use risk management<br />

systems and tools to gather information from a range of<br />

sources, analyze the data, identify and assess potential risks,<br />

and then respond to them. Since 2007, these processes have<br />

included an evaluation of environmental, health, and safety<br />

risks.<br />

We have several processes that test the robustness of our<br />

systems, evaluate compliance across all business units, and<br />

encourage continuous improvements. These processes include<br />

compliance training for employees, periodic reviews of our<br />

policies and procedures, and regular internal audits.<br />

The company’s sustainability-related risks are addressed by<br />

our Enterprise Risk Management System, which is ultimately<br />

supervised by our Board of Directors and the management<br />

team. The day-to-day responsibility for risk management at<br />

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