Report 2010 - Italcementi Group

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Cash flow statement 2010 2009 (euro) A) Cash flow from operating activities: Profit before tax (89,739,500) (36,918,943) Amortization, depreciation and impairment 79,112,627 97,115,703 Impairment on financial assets 38,225,234 41,089,932 Capital (gains)/losses on sale of fixed assets (24,368,172) (19,933,505) Change in employee benefit liabilities and other provisions 1,829,060 12,935,570 Stock options 713,338 6,808,668 Reversal net finance costs (income) (62,827,191) (72,018,972) Cash flow from operating activities before tax, finance costs/income and change in working capital: (57,054,604) 29,078,453 Operating working capital 64,330,884 108,432,119 Other assets/liabilities (7,899,009) 6,937,069 Total change in working capital 56,431,875 115,369,188 Net finance costs paid (41,521,046) (29,884,905) Dividends received 104,327,894 101,616,061 Taxes (paid) or surpluses recovered (7,421,641) (1,337,357) Total A) 54,762,478 214,841,440 B) Cash flow from investing activities: Investments in fixed assets: Intangible assets (15,027,602) (4,983,019) Property, plant and equipment and investment property (83,695,715) (94,441,070) Financial (equity investments) (43,677,307) (4,860,223) Other assets (39,386) (1,578,362) Totale investments (142,440,010) (105,862,674) Proceeds from divestments of fixed assets 123,786,260 26,275,139 Total divestments 123,786,260 26,275,139 Change in other long-term financial assets/liabilities - 535,747 Total B) (18,653,750) (79,051,788) C) Cash flow from financing activities: New interest-bearing loans and long-term borrowings 209,482,286 278,975,780 Repayment long-term financing (15,215,916) (418,575,566) Change in short-term financing (75,763,516) 50,356,682 Change in other financial assets (121,943,624) 8,156,261 Dividends paid (33,432,387) (53,308,146) Total C) (36,873,157) (134,394,989) D) Change in cash and cash equivalents (A+B+C) (764,429) 1,394,663 E) Cash and cash equivalents at beginning of period 1,710,658 315,995 Cash and cash equivalents at end of period (D+E) 946,229 1,710,658 158
2010 Annual Report Presentazione 6 Consolidated Annual Report Directors’ report 28 Corporate Governance Consolidated financial statements 67 Italcementi S.p.A. financial statements Financial statements 154 Report of the Board of Statutory Auditors 159 Report of the Independent Auditors 162 Summary of resolutions 164 Report of the Board of Statutory Auditors under art. 153 of the Consolidated Law on Finance Dear Shareholders, During the fiscal year ended as at December 31 st 2010, we carried out the supervisory activity, according to current laws and to the new provisions of art. 19 of Legislative Decree 39/2010 which granted to the Board of Statutory auditors the functions of the Audit committee (as defined by the EU directive 2006/43 on statutory audits of annual and consolidated accounts). With reference to the undertaken activities, according to the prescriptions of CONSOB, we report the following: - We monitored the compliance with the law and bylaws, obtaining information by the Directors on the activity carried out and on transactions having a significant impact on the financial statements undertaken by the Company and its subsidiaries. In this regard, we can reasonably state that the mentioned transactions have been performed in compliance with the applicable laws and company bylaws and did not appear clearly careless, risky, in potential conflict of interest or not consistent with shareholders meeting resolutions’ or such as to compromise the corporate assets’ integrity. - As far as our supervisory activity is concerned, we supervised the adequacy of the organizational structure of the company, compliance with principles of correct management as well as adequacy of the instructions given to subsidiaries under art. 114, par 2 of the Consolidated Law on Finance, obtaining, to this extent, information from the executives in charge of the relevant functions. We do not have any remarks in this regard. - We liaised with supervisory bodies of the main subsidiaries which did not provide us with any data or information that we deem appropriate to highlight in this report. - We also met the members of the Board of statutory auditors of the parent company Italmobiliare S.p.A. in order to have a proficient exchange of information. - We supervised the adequacy of the internal control system and accounting-administrative system as well as its reliability in fairly representing management operations. To this extent, we periodically met, among others, the Chief Executive Officer, who is also executive director responsible for overseeing the internal control system, the officer in charge of the newly established Risk Management department, the Manager in charge of preparing the company’s financial reports, the Internal Audit Officer and, of course, the external auditors. We also took part to the meetings of the Internal control Committee; we met the members of the Compliance committee, so that we could acknowledge the updating process of the “Organizational, Management and Control Model”, adopted by the company according to Legislative decree 231/2001. - We did not notice unusual or atypical transactions, undertaken with company’s subsidiaries or related parties or with third parties. - With reference to infra-group transactions or ordinary transactions with related parties executed during 2010 fiscal year, we noted that directors properly highlighted and illustrated in the Directors’ Report, which we refer to, the relevant features and the financial impact, acknowledging that these transactions have been executed in the interest of the Company and in compliance with the provided procedures. - Furthermore, an extraordinary transaction with a related party, consisting in the sale of Mediobanca S.p.A. and RCS MediaGroup S.p.A. shares’ from Italcementi to its parent company Italmobiliare S.p.A. was undertaken in December 2010. In this regard, we note that the Board of Directors adopted the procedure for 159 www.italcementigroup.com
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2010 Annual Report
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2010 Annual Report Italcementi S.p.
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In the past three financial years w
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2010 Annual Report Presentation Gen
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Directors’ report Following the a
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Significant events for the year Sig
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Business and financial performance
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Fourth-quarter sales volumes and in
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Revenues and operating results Cont
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Total comprehensive income In 2010,
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Net debt breakdown (in millions of
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2010 to the Internal Control Commit
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Conformity risks The Group is subje
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constraints imposed by the stringen
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The construction sector reported a
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ASIA Thailand India Others (1) Tota
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The reduction arose essentially as
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Turkey Work continued in 2010 to ob
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variable amount. The fixed amount i
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Information systems The three-year
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Raw materials and alternative fuels
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Engineering, technical assistance,
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serves public companies and institu
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Set Group Holding represents a sign
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Financial statements Balance sheet
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Statement of comprehensive income (
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Consolidated cash flow statement No
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21. Deferred tax 22. Net debt 23. O
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no longer generate goodwill, nor ga
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Subsidiaries Subsidiaries are compa
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1.5. Translation of foreign currenc
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1.10. Intangible assets Intangible
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deferred tax assets are reviewed at
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Pending publication of a standard/i
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2. Exchange rates used to translate
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4. Operating segment disclosure The
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Operating segments The table below
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The table below sets out other segm
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Assets 5 Property, plant and equipm
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6.2 Goodwill testing Goodwill acqui
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“Concessions” are amortized ove
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9. Other equity investments This no
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12. Trade receivables (in thousands
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17. Dividends paid Dividends declar
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Page 118 and 119: Fair value - hierarchy In determini
Page 120 and 121: In 2009 and 2010, in view of the su
Page 122 and 123: 22.4 Interest-rate risk Notional va
Page 124 and 125: 22.6 Exposure to exchange-rate risk
Page 126 and 127: 22.8 Hedge Accounting The effects a
Page 128 and 129: At December 31, 2010, the average m
Page 130 and 131: 25. Goods and utilities expenses Go
Page 132 and 133: The following table sets out the de
Page 134 and 135: The reconciliation between the theo
Page 136 and 137: 34. Transactions with related parti
Page 138 and 139: 36. Cash flow statement 36.1. Cash
Page 140 and 141: 38. Considerations to the Independe
Page 142 and 143: Annex 1 The following table has bee
Page 144 and 145: Company Registered office Share cap
Page 150: Representation form pursuant to art
Page 154 and 155: Financial statements Balance sheet
Page 156 and 157: Statement of comprehensive income (
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Page 164 and 165: Summary of resolutions The Annual G
Page 166 and 167: Extraordinary session: 1) to amend
Page 168 and 169: Report on Corporate Governance and
Page 170 and 171: c) Significant shareholders as disc
Page 172 and 173: In the event of presentation of mor
Page 174 and 175: By resolution of June 20 th , 2007,
Page 176 and 177: d) Analysis of controls at process
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Page 180 and 181: knowledge of the company and its dy
Page 182 and 183: Emilio Zanetti * Unione di Banche I
Page 184 and 185: at their request, the Chief Executi
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Page 188 and 189: - for the simultaneous replacement
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Page 192 and 193: their level of agreement has been m
Page 194 and 195: The Board of Directors, with the as
Page 196 and 197: TABLE 2 BOARD OF STATUTORY AUDITORS
Page 198 and 199: Code of ethics The Code, approved f
Page 200 and 201: only if the unrelated shareholders
Page 202 and 203: EQUITY INVESTMENTS OF DIRECTORS, ST
Page 204 and 205: parent company, on a regular basis,
Page 206 and 207: Stock option plan for directors - 2
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Based on the opinion of the Committ
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g) Share capital increase; disposal
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Italcementi S.p.A. will have a pre-
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iii) approving for each assignee th
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Annex 1 Highlights from the most re
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(in thousands of euro) Full name Po
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STOCK OPTIONS GRANTED TO DIRECTORS
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CIMENTS FRANÇAIS S.A. Options held
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Corporate bodies resulting from the
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italcementi S.p.A. Via G. Camozzi,
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Report 2010 - Italcementi Group

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