Report 2010 - Italcementi Group

2010 Annual Report
Presentation 6
Consolidated Annual Report 28
Corporate Governance Report on Corporate Governance and ownership structure 168
Annexes 218
b) Management of the plan
The body responsible for decisions related to the plan is the Board, which passes resolutions upon proposal
of the Remuneration Committee (hereinafter the Committee), with the technical support of the Manager for
Human Resources and Organizational Development and, when applicable, subject to the opinion of the
Committee for Transactions with Related Parties. The functioning mechanism of the plan will be aligned,
with the necessary adjustments suggested by the Committee, with the mechanism adopted for the annual
incentive plan (points system, a minimum entry threshold, a target objective and a maximum target).
In particular, the Board will be responsible for:
i) identifying the individual participants for each cycle;
ii) establishing the amount of the long-term monetary incentive for each participant;
iii) approving for each participant the individual targets for each cycle, failure to achieve which automatically
terminates assignment of the incentive;
iv) confirming the level of achievement of the targets by each participant;
v) approving, where necessary, the changes proposed to the plan’s operating mechanism.
The assessment as to whether review the plan is left to the Board’s common sense.
c) Plan recipients
Plan recipients are some Italcementi S.p.A. directors and managers with strategic responsibilities.
The plan is offered to participants in consideration of the particular importance of the functions they have
been assigned in terms of achieving the company’s strategic objectives.
The eligibility condition, which is required on being admitted to the monetary incentive, is that of being a
member of the company’s Board or of holding a position as manager with strategic responsibilities.
d) Term and restrictions on the plan
The plan has a term of 3 (three) three-year cycles from 2010 to 2019. The term of the first cycle is set: i) for
directors 2010-2012; ii) for managers with strategic responsibilities who have been identified by the
company Board of Directors (hereafter the Board) 2011-2013.
The Board will establish for each participant, upon proposal of the Committee and, when applicable, subject
to the judgment of the Committee for Transactions with Related Parties, the amounts of the monetary
incentive tied to the achievement of the predetermined objectives. These amounts will be established in
compliance with, among other things, the following criteria:
i) remuneration practice for senior management in comparable corporations;
ii) consistency with the principles on which the current “Remuneration Policy” in force at the company is
based;
iii) certainty regarding the maximum possible cost for the company, which corresponds to a sub-multiple
that is significantly lower than the value generated for the company from achievement of the objectives
connected to the provision of the incentive.
The entitlement right to receive the premium connected with the Long-term monetary incentive plan, is
subject to the achievement of the targets, linked to financial, economic and managerial results of the
Company ant to the other targets specifically assigned to each participant, as defined by the Board at the
beginning of the single cycle.
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