Report 2010 - Italcementi Group

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Annex 1 Highlights from the most recent financial statements of Italmobiliare S.p.A. (the company that exercises management control and coordination) (euro) Balance sheet 12/31/2009 12/31/2008 Total non-current assets 1,438,571,112 1,422,652,654 Total current assets 165,699,467 171,058,177 Total Assets 1,604,270,579 1,593,710,831 Shareholders' equity: Share capital 100,166,937 100,166,937 Reserves 361,023,358 233,939,267 Treasury shares, at cost (21,226,190) (21,226,190) Retained earnings 843,441,182 790,798,990 Total shareholders' equity 1,283,405,287 1,103,679,004 Total non-current liabilities 268,481,204 281,398,216 Total current liabilities 52,384,088 208,633,611 Total Liabilities 320,865,292 490,031,827 Total Shareholders' equity and Liabilities 1,604,270,579 1,593,710,831 Income statement 12/31/2009 12/31/2008 Revenues 92,179,600 116,658,696 Operating expenses, other operating income (expense) (27,479,219) (58,273,136) Recurring EBITDA 64,700,381 58,385,560 Other non-recurring income (expense) 3,034,058 98,026 EBITDA 67,734,439 58,483,586 Amortization and depreciation (64,170) (56,639) EBIT 67,670,269 58,426,947 Finance income (costs) (22,146) (83,078) Impairment variation on financial assets (19,727,777) (84,624,065) Profit before tax 47,920,346 (26,280,196) Income tax 4,721,851 2,890,484 Net profit for the period 52,642,197 (23,389,712) 218
2010 Annual Report Presentation 6 Consolidated Annual Report 28 Corporate Governance Report on Corporate Governance and ownership structure 168 Annexes 218 Annex 2 Compensation paid to Directors, Statutory Auditors, the Chief Operating Officer and the Manager in charge of preparing the financial reports, for 2010 The compensation shown in the table is recognized on an accruals basis. Therefore, in compliance with the CONSOB Regulation for Issuers and Communication no. 11012984 of February 24, 2011, the column shows: * Remuneration for post is shown for individual items and, specifically (i) for directors including any unpaid amounts; (ii) for the statutory auditors their fee for the year; * Non-monetary benefits include fringe benefits (based on a taxable income criterion) including insurance policies; * Bonuses and other incentives include remuneration amounts accruing on a non-recurring basis; * Other compensation includes for individual items (i) remuneration for posts held in listed and non-listed subsidiaries; (ii) any consideration for professional services in favor of the company and/or its subsidiaries; (iii) remuneration for work as an employee (gross of social security and tax charges paid by the employee. excluding compulsory social security charges paid by the company and leaving entitlements) and (iv) end-ofterm payments. It should also be noted that: - a portion of the compensation attributed to the Chairman, the Executive Deputy Chairman, the Chief Executive Officer, the Chief Operating Officer and the Manager in charge or preparing the financial reports is variable and depends on the company’s business results or attainment of specific targets; - the entire remuneration for the Chief Executive Officer Carlo Pesenti (who is also Chief Operating Officer of the parent company Italmobiliare S.p.A., where he is also employed as a senior manager) and the share of the profits and other fees to which Mr Pesenti is entitled, are paid over to the company by which he is employed and absorbed in the remuneration paid to him by that company. 219 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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Financial statements Balance sheet
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Statement of comprehensive income (
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Cash flow statement 2010 2009 (euro
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Transactions with related parties o
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Summary of resolutions The Annual G
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Extraordinary session: 1) to amend
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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
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 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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