Report 2010 - Italcementi Group

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EQUITY INVESTMENTS OF DIRECTORS, STATUTORY AUDITORS AND CHIEF OPERATING OFFICERS Full name Investee company Number of shares held at end of previous year Number of shares bought Number of shares sold Number of shares held at the end of current year Giampiero Pesenti Italcementi S.p.A. ordinary: 10,972 1 ordinary: - ordinary: - ordinary: 10,972 1 savings: 22,698 1 savings: - savings: - savings: 22,698 1 Pierfranco Barabani Italcementi S.p.A. ordinary: 78,780 2 ordinary: - ordinary: - ordinary: 78,780 2 savings: 884 savings: - savings: - savings: 884 Carlo Pesenti Italcementi S.p.A. ordinary: 1,500 1 ordinary: - ordinary: - ordinary: 1,500 1 savings: 3,000 1 savings: - savings: - savings: 3,000 1 Ciments Français S.A. ordinary: 50 ordinary: - ordinary: - ordinary: 50 Giorgio Bonomi Italcementi S.p.A. ordinary: 2,500 ordinary: - ordinary: - ordinary: 2,500 savings: - savings: - savings: - savings: - Federico Falck Italcementi S.p.A. ordinary: 41,600 ordinary: - ordinary: - ordinary: 41,600 savings: 6,760 savings: - savings: - savings: 6,760 Danilo Gambirasi Italcementi S.p.A. ordinary: 1,248 ordinary: - ordinary: - ordinary: 1,248 Italo Lucchini Ciments Français S.A. ordinary: - ordinary: 50 ordinary: - ordinary: 50 Sebastiano Mazzoleni Italcementi S.p.A. ordinary: 7,352 ordinary: - ordinary: - ordinary: 7,352 savings: 7,040 savings: - savings: - savings: 7,040 Yves René Nanot Ciments Français S.A. ordinary: 89,550 ordinary: - ordinary: - ordinary: 89,550 Attilio Rota Italcementi S.p.A. ordinary: 108,186 3 ordinary: - ordinary: - ordinary: 108,186 3 Emilio Zanetti Italcementi S.p.A. ordinary: 30,602 4 ordinary: - ordinary: - ordinary: 30,602 4 Carlo Bianchini Italcementi S.p.A. ordinary: 4,500 ordinary: - ordinary: - ordinary: 4,500 Mario Comana Italcementi S.p.A. ordinary: 2,500 ordinary: - ordinary: - ordinary: 2,500 1 shares held by spouse 2 shares held in part directly and in part by spouse 3 shares held in part directly (in part with only usufruct and voting rights) and in part by spouse 4 of which 26,442 ordinary shares with only usufruct and voting rights savings: 2,000 savings: - savings: - savings: 2,000 202
2010 Annual Report Presentation 6 Consolidated Annual Report 28 Corporate Governance Report on Corporate Governance and ownership structure 168 Annexes 218 Compliance with the CONSOB Regulation on Markets The CONSOB Regulation on Markets provides for specific provisions governing listed companies: A) that control companies whose registered office is in a non-European Union state (art. 36) B) that are subject to management and coordination activity by another company (art. 37). In particular, the companies as set out in lett. A) are required to: 1) disclose the accounts of non-EU subsidiaries drawn up for the purposes of the consolidated financial statements, including at least the balance sheet and the income statement; 2) gathernon-EU subsidiaries by-laws, composition and powers of the corporate bodies; 3) check that the non-EU subsidiaries: * provide the parent company external auditor with the information needed to audit the annual and interim accounts of the parent company, * have an administrative-accounting system consistent to provide the management and external auditor of the parent company, on a regular basis, with the business, financial and equity information needed to draft the consolidated financial statements. The companies set out at lett. B), on the other hand, may be admitted for trading on a regulated Italian market (or maintain their listing) where they: a) have fulfilled the disclosure obligations envisaged by article 2497-bis of the Italian Civil Code; b) are free to negotiate in dealings with customers and suppliers; c) do not have, with the company that exercises administration and control activity or with other companies of the group, a centralized treasury management agreement, which is not in their corporate interest. The correspondence with the corporate interest is certified by the Board of Directors with a detailed declaration verified by the Board of Statutory Auditors; d) have a Board of Directors composed mainly of independent directors (pursuant to the Code of Conduct) and an Internal Control Committee consisting solely of independent directors. Where appointed, also the other committees, as recommended by corporate governance codes promoted by regulated market managers or by category associations, shall consist solely of independent directors. In reference to the provisionsset out at art. 36, at Italcementi S.p.A., the scope of application involves 37 subsidiaries, located in 13 countries that are not part of the European Union. A suitable procedure has, therefore, been established to guarantee: * the transmission of the accounts of the subsidiaries drawn up for the purposes of the consolidated financial statements, to enable such accounts to be disclosed; * the centralized gathering of the by-laws, the composition and powers of the corporate bodies of the mentioned subsidiaries. The procedure also provides for the documentation in question to be regularly updated. All the by-laws of subsidiaries located in countries that do not belong to the European Union, which are relevant for the purposes of the regulation in question, as well as the composition and powers of the corporate bodies have been acquired and are held in the company records. Additionally, it has been verified that the subsidiaries based in countries that are not part of the European Union: * provide the company’s external auditor with the information needed to verify the annual and interim accounts of Italcementi S.p.A., * have an administrative-accounting system suitable to provide the management and external auditor of the 203 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
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25. Goods and utilities expenses Go
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The following table sets out the de
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The reconciliation between the theo
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34. Transactions with related parti
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36. Cash flow statement 36.1. Cash
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38. Considerations to the Independe
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Annex 1 The following table has bee
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Company Registered office Share cap
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Representation form pursuant to art
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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 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
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 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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