Report 2010 - Italcementi Group

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Emilio Zanetti * Unione di Banche Italiane S.c.p.a. - Chairman of the Operating Board * Banca Popolare di Bergamo S.p.A. - Chairman * SACBO S.p.A. - Deputy Chairman The financial statements report of the Board of Statutory Auditors provides for a list of the positions held by each of its members at the date of the report’s publication, in joint stock companies, limited liabilities companies and in partnerships. Legal representation – Executives Under the by-laws, legal representation of the company on behalf of third parties and in lawsuits lied with the Chairman and, if appointed, the Deputy Chairman (or Deputy Chairmen) and the Chief Executive Officer (or Chief Executive Officers). The Board of Directors has granted to an Executive Committee all its powers, except those that the Italian Civil Code and the by-laws do not allow to be delegated. The resolutions of the Executive Committee are reported to the Board of Directors at the first following meeting. The Board of Directors has appointed an Executive Deputy Chairman, a Chief Executive Officer and a Chief Operating Officer. In accordance with the «Code», the Board of Directors, at its first possible meeting and, in any case, at least on a quarterly basis, is informed on the activities of the Chief Executive Officer and the other executive directors, and in particular on the most important transactions with an impact on the financial statements undertaken by the company or by the subsidiaries, on the main transactions with related parties and those with a potential conflict of interest which have not been submitted for its prior approval. Upon proposal of the Remuneration Committee, the Board of Directors, in the absence of those directly concerned, establishes the remuneration, any stock option grants or other monetary benefits for directors vested with special powers in compliance with the articles of association, based on the opinion of the Board of Statutory Auditors and and, when required, upon further evaluation of the Committee for Transactions with Related Parties. A significant part of the compensation of the Chairman, Executive Deputy Chairman and Chief Executive Officer is tied to business results and to achievement of specific targets. A consistent approach and coordination of activities are ensured by the presence of the Chairman, Executive Deputy Chairman, Chief Executive Officer and Chief Operating Officer, directors or officers of Italcementi S.p.A. on the Boards of Directors of the main subsidiaries. Transactions with related parties Without prejudice to the provisions of the Procedure for Transactions with Related Parties recently approved by the Board of Directors in its session of November 2010, transactions with related parties must be carried transparently and in compliance with the criteria of formal and substantial accuracy. Therefore, directors who have an interest, even if only potential or indirect, in a transaction are required to: a) provide timely and exhaustive information to the Board on the existence of the interest and on its circumstances; b) to leave the Board meeting at the time the resolution is taken. In specific circumstances, however, the Board of Directors may allow the participation of the director concerned in the discussion and/or to the vote. 182
2010 Annual Report Presentation 6 Consolidated Annual Report 28 Corporate Governance Report on Corporate Governance and ownership structure 168 Annexes 218 Appointment of committees Italcementi S.p.A., in its own «Code», provides for the Board of Directors to appoint a Remuneration Committee and an Internal Control Committee from among its members. Their resolutions are of advisory or propositive role and do not bind the following Board resolutions. The Committees shall be composed of no fewer than three members and, in carrying out their duties, may access the supporting corporate information and functions, and also request the assistance of external advisors. Each Committee elects its own Chairman and a secretary (who is not required to be a member of the Committee) and meets at request of its Chairman or his/her delegated. The meeting may be called informally (including by unwritten means). The meetings of each Committee are validly set with the participation of the majority of its members, in person or via an audio or video-conference link. Each Committee carries resolutions by an absolute majority vote of the members participating at the meeting. The Remuneration Committee, consisting of non-executive directors, the majority of whom are independent, has the task of proposing to the Board, in the absence of those directly involved, the remuneration of directors vested with special powers, as well as of the Chief Operating Officer and managers with strategic responsibilities. It also enforces their application on the basis of the information supplied by the Chief Executive Officer. The Remuneration Committee also performs additional advisory functions on remuneration and related matters which the Board of Directors may request from time to time. The Internal Control Committee, consisting of independent directors, has the task, in addition to the above, of verifying, together with the manager in charge of preparing the company’s financial reports and the external auditors, the correct application of accounting policies and their consistency for the purposes of preparing the consolidated financial statements; of expressing, at request of the Chief Executive Officer, opinions on specific aspects regarding identification of the main company risks as well as the planning, realization and management of the internal control system; of examining the activities’ program and periodic reports prepared by the Controller. In addition, the Internal Control Committee performs further duties assigned by the Board of Directors and reports, at least on a half-yearly basis, during approval of the yearly and half-yearly reports, on the activities undertaken and on the adequacy of the internal control system. The Internal Control Committee also supports the Board of Directors with the activities related to the functioning of the internal control system. The «Code» provides that the Internal Control Committee to be composed not only of independent directors, but also to include at least one director with appropriate accounting and finance experience, to be assessed by the Board of Directors at the time of the appointment. The meetings of the Committee are attended by the Chairman of the Board of Statutory Auditors or other auditor appointed by him/her; the Chairman and the Chief Executive Officer may also take part, as well as, if invited, the Chief Operating Officer, the internal control staff and the heads of other company functions. Among the committees recommended by the Corporate Governance Committee, the Italcementi S.p.A. «Code» does not provide for an «Appointments Committee», given that the shareholding structure of the company has a permanent majority shareholder holding the absolute majority of voting rights. Moreover, the appointment of the Board of Directors is now governed by the company by-laws which envisage, among other things, that on presentation of the list a short curriculum vitae is attached for each candidate with their personal and professional skills. These curricula, pursuant to the law and the «Code», must be duly published on the company website; in addition, it is now current practice that during the Shareholders’ Meeting the Chairman or, 183 www.italcementigroup.com
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2010 Annual Report Italcementi S.p.
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Directors’ report Following the a
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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
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25. Goods and utilities expenses Go
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Page 134 and 135: The reconciliation between the theo
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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
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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
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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 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
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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