Report 2010 - Italcementi Group

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knowledge of the company and its dynamics and are informed about the main legislative and regulatory framework amendements concerning the company and its corporate bodies. The directors act and pass informed resolutions independently, in the pursuit of the primary goal of creating value for shareholders. They accept their offices aknowledging that they can devote the due time to diligent performance of their duties. Pursuant to the «Code», effective performance of the duties of director is deemed consistent with no more than: - 5 offices as executive director, - 10 offices as non-executive director or independent director or statutory auditor in companies listed on regulated markets in Italy and abroad, in financial, banking, insurance or major companies, excluding subsidiaries of Italcementi S.p.A., parents and companies subject to joint control. A list of the positions as director, statutory auditor, and chief operating officer held by each director in other companies listed on regulated markets in Italy or abroad, in financial, banking, insurance or major companies is set out below: Giampiero Pesenti * Italmobiliare S.p.A. - Chairman and Chief Executive Officer * Ciments Français S.A. - Director (representing Italcementi S.p.A.) * Fincomind AG - Deputy Chairman * Allianz S.p.A. - Director * Compagnie Monegasque de Banque - Director * Credit Mobilier de Monaco - Director * Finter Bank Zürich - Director * Mittel S.p.A. - Director * Pirelli S.p.A. - Director * Rcs Quotidiani S.p.A. - Director Pierfranco Barabani * Ciments Français S.A. - Director (representing Société Internationale Italcementi (Luxembourg) S.A.) Carlo Pesenti * Italmobiliare S.p.A. - Director - Chief Operating Officer * Ciments Français S.A. - Deputy Chairman * Mediobanca S.p.A. - Director * RCS MediaGroup S.p.A. - Director * Unicredit S.p.A. - Director * Ambienta SGR - Director Alberto Bombassei * Brembo S.p.A. - Chairman – Chief Executive Officer * Atlantia S.p.A. - Director * Ciccolella S.p.A. - Director * Nuovo Trasporto Viaggiatori S.p.A. - Director * Pirelli S.p.A. - Director Giorgio Bonomi * Italmobiliare S.p.A. - Director * IGP - Decaux S.p.A. - Director 180
2010 Annual Report Presentation 6 Consolidated Annual Report 28 Corporate Governance Report on Corporate Governance and ownership structure 168 Annexes 218 Alberto Clô * Atlantia S.p.A. - Director * ENI S.p.A. - Director * De Longhi S.p.A. - Director * Iren S.p.A. - Director Federico Falck * Falck S.p.A. - Chairman * Falck Renewables S.p.A. - Chairman * Riesfactoring S.p.A. - Chairman * Banca Popolare di Sondrio S.c.r.l. - Director Pietro Ferrero * Ferrero S.p.A. - Chairman * Ferrero International S.A. - Chief Executive Officer Italo Lucchini * Italmobiliare S.p.A. - Deputy Chairman * Unione di Banche Italiane S.c.p.a. - Supervisory Director * Ciments Français S.A. - Director * BMW Italia S.p.A. - Chairman Board of Statutory Auditors * BMW Financial Services Italia S.p.A. - Chairman Board of Statutory Auditors Sebastiano Mazzoleni * Ciments Français S.A. - Director (representing Sicil.Fin. S.r.l.) Yves René Nanot * Ciments Français S.A. - Chairman * Rhodia S.A. - Director * Asia Cement Public Co. Ltd - Director * Ciments du Maroc - Director * Essroc Corporation - Director * Set Group Holding - Director * Suez Cement Company - Director * Zuari Cement Ltd - Director Marco Piccinini * Ferrari S.p.A. - Director * Finter Bank Zürich - Director * Montezemolo & Partners S.p.A. - Director Attilio Rota * Banca d’Italia – Bergamo branch - Director - Examiner Carlo Secchi * Allianz S.p.A. - Director * Expo 2015 S.p.A. - Director * Mediaset S.p.A. - Director * Parmalat S.p.A. - Director * Pirelli & C. S.p.A. - Director Elena Zambon * Secofind S.I.M. S.p.A. - Chairman * Zambon S.p.A. - Chairman * Zambon Company S.p.A. - Director 181 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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The movements in defined benefit li
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20. Provisions Non-current and curr
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22.1 Loans and borrowings Loans and
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) in the third quarter of 2010, Ita
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v) in the third quarter of 2010, Ci
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Fair value - hierarchy In determini
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In 2009 and 2010, in view of the su
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22.4 Interest-rate risk Notional va
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22.6 Exposure to exchange-rate risk
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22.8 Hedge Accounting The effects a
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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 (
Page 158 and 159: Cash flow statement 2010 2009 (euro
Page 160 and 161: Transactions with related parties o
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
Page 178 and 179: 8) the various company functions, w
Page 182 and 183: Emilio Zanetti * Unione di Banche I
Page 184 and 185: at their request, the Chief Executi
Page 186 and 187: The lists must be presented at the
Page 188 and 189: - for the simultaneous replacement
Page 190 and 191: Within the Board of Directors, the
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
Page 208 and 209: Based on the opinion of the Committ
Page 210 and 211: g) Share capital increase; disposal
Page 212 and 213: Italcementi S.p.A. will have a pre-
Page 214 and 215: iii) approving for each assignee th
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Page 218 and 219: Annex 1 Highlights from the most re
Page 220 and 221: (in thousands of euro) Full name Po
Page 222 and 223: STOCK OPTIONS GRANTED TO DIRECTORS
Page 224 and 225: CIMENTS FRANÇAIS S.A. Options held
Page 226 and 227: Corporate bodies resulting from the
Page 228: italcementi S.p.A. Via G. Camozzi,
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Report 2010 - Italcementi Group

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