Report 2010 - Italcementi Group

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Contents Presentation General information Italcementi S.p.A. Directors, Officers and Auditors 6 Professional profiles of the members of the Board of Directors and the Board of Statutory Auditors 7 Notice of Call 14 Italcementi Group in the world 18 Highlights 20 Italcementi S.p.A. on the Stock Exchange 21 Consolidated Annual Report Directors’ report Results and significant events for the year 29 The international economy and industry trends 31 Business and financial performance in 2010 32 Performance by country and business 45 Energy project 53 Dealings with related parties 55 Information systems 58 Sustainable development 58 Engineering, technical assistance, research and development 62 Innovation 63 E-business 63 Disputes and pending proceedings 64 Significant post balance-sheet events 65 Outlook 66 Consolidated financial statements Financial statements 68 Notes 73 Annexes 142 Representation pursuant to art. 154-bis paragraph 5 TUF 150 Report of the Independent Auditors 151 Italcementi S.p.A. financial statements Financial statements 154 Report of the Board of Statutory Auditors 159 Report of the Independent Auditors 162 Summary of resolutions 164 Corporate Governance Corporate Governance 168 Annexes 218 Representation pursuant to art. 154-bis paragraph 5 TUF 225 This Annual Report has been prepared in English for the convenience of international readers. It is based on the Italcementi S.p.A. consolidated financial statements and also contains the translation of the set of financial statements of the Parent company Italcementi S.p.A., as well as the section “Corporate Governance” also part of the separate Annual Report of Italcementi S.p.A. and the “Summary of resolutions”. The consolidated Annual reports and the full documentation of the 2010 separate Annual report of Italcementi S.p.A. is published in Italian on the internet site www.italcementigroup.com. The original Italian documents should be considered the authoritative version.
2010 Annual Report Italcementi S.p.A. Via G. Camozzi, 124 - 24121 Bergamo - Italy Share Capital € 282,548,942 Bergamo Companies Register Company subject to management control and coordination by Italmobiliare S.p.A. The photos illustrating this annual report refer to the Italian Pavilion at Expo 2010 Shanghai China featuring the new transparent cement i.light ® expressly developed by Italcementi
Page 1: 2010 Annual Report
Page 5 and 6: In the past three financial years w
Page 7 and 8: 2010 Annual Report Presentation Gen
Page 25: 2010 Annual Report Presentation Gen
Page 28 and 29: Directors’ report Following the a
Page 30 and 31: Significant events for the year Sig
Page 32 and 33: Business and financial performance
Page 34 and 35: Fourth-quarter sales volumes and in
Page 36 and 37: Revenues and operating results Cont
Page 38 and 39: Total comprehensive income In 2010,
Page 40 and 41: Net debt breakdown (in millions of
Page 42 and 43: 2010 to the Internal Control Commit
Page 44 and 45: Conformity risks The Group is subje
Page 46 and 47: constraints imposed by the stringen
Page 48 and 49: The construction sector reported a
Page 50 and 51: 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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Report on Corporate Governance and
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c) Significant shareholders as disc
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In the event of presentation of mor
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By resolution of June 20 th , 2007,
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d) Analysis of controls at process
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8) the various company functions, w
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knowledge of the company and its dy
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Emilio Zanetti * Unione di Banche I
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at their request, the Chief Executi
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The lists must be presented at the
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- for the simultaneous replacement
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Within the Board of Directors, the
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their level of agreement has been m
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The Board of Directors, with the as
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TABLE 2 BOARD OF STATUTORY AUDITORS
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Code of ethics The Code, approved f
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only if the unrelated shareholders
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EQUITY INVESTMENTS OF DIRECTORS, ST
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parent company, on a regular basis,
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Stock option plan for directors - 2
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Based on the opinion of the Committ
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g) Share capital increase; disposal
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Italcementi S.p.A. will have a pre-
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iii) approving for each assignee th
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216
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Annex 1 Highlights from the most re
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(in thousands of euro) Full name Po
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STOCK OPTIONS GRANTED TO DIRECTORS
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CIMENTS FRANÇAIS S.A. Options held
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Corporate bodies resulting from the
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italcementi S.p.A. Via G. Camozzi,
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Report 2010 - Italcementi Group

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