Report 2010 - Italcementi Group

2010 Annual Report
Presentation 6
Consolidated Annual Report Directors’ report 28
Corporate Governance Consolidated financial statements 68
Italcementi S.p.A. financial statements 158
Transactions with related parties
For the purposes of the consolidated financial statements, transactions with related parties
concerned
- the parent company Italmobiliare S.p.A. and its subsidiary companies;
- Italcementi S.p.A. subsidiaries not consolidated on a line-by-line basis;
- associates;
- other related parties.
Key figures at December 31, 2010, for transactions with related parties are provided in the
notes (note 34).
Transactions with related parties reflect Italcementi S.p.A.’s interest in leveraging the
synergies within the Group to enhance production and commercial integration, employ
competencies efficiently and rationalize use of corporate divisions and financial resources.
All transactions with related parties, whether financial or relating to the exchange of goods
and services, are conducted at normal market conditions and comply with the Code of
Conduct. No atypical or unusual transactions took place during the year.
Transactions with the parent company Italmobiliare S.p.A. and its subsidiary
companies
Italcementi S.p.A. is subject to management and coordination activity of Italmobiliare
S.p.A..
Italcementi S.p.A. provides Italmobiliare S.p.A. and that company’s subsidiaries with
personnel administration services and receives and provides services. It also provides
Italmobiliare S.p.A. with a share register management service and administration services
for shareholders' meetings.
In 2010 Italcementi S.p.A. and some of its Italian subsidiaries renewed the national tax
consolidation agreement as per articles 117-129 of the Consolidated Income Tax Act
(TUIR) for the three years 2010 – 2012, with Italmobiliare S.p.A. as the consolidating
company.
Italcementi S.p.A. does not hold nor held during the year, directly or indirectly, Italmobiliare
S.p.A. shares.
As mentioned in the section of significant events for the year, at the end of 2010 and
subject to the approval of the Board of Directors, Italcementi S.p.A. sold to Italmobiliare
S.p.A. 12,099,146 Mediobanca shares representing 1.405% of share capital and
17,084,738 RCS MediaGroup S.p.A. shares representing 2.332% of share capital, for an
aggregate consolidated capital gain of 17.1 million euro. The considerations for the sale of
the two investments were agreed by the parties after receiving the positive opinion of their
respective Committees for transactions with related parties and after an independent
assessment conducted by Prof. Gualtiero Brugger for Italcementi S.p.A. and Prof.
Francesco Momenté for Italmobiliare S.p.A.
The sale price for the entire investment in RCS was 1.44 euro per share for a total of
24,602,022.72 euro, paid at the time of the transfer.
The sale price for the entire investment in Mediobanca consisted of a fixed amount and a
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