Report 2010 - Italcementi Group

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variable amount. The fixed amount is 7.1044 euro per share for a total of 85,957,172.84 euro, paid at the time of the transfer. The variable amount will be paid to Italcementi after September 30, 2011, in the form of a possible price adjustment equivalent to 50% of any positive difference between the average official share price on the Italian Stock Exchange in the month prior to September 30, 2011 (from September 1, 2011, to September 30, 2011) and the base price plus 10% (the lower limit), subject to the fact that the variable amount may not exceed 50% of the positive difference between the lower limit plus 10% of the base price and the lower limit. No price adjustment will be recognized in the event that the average official share price on the Italian Stock Exchange in the month before September 30, 2011 (from September 1, 2011, to September 30, 2011) is lower than or equal to the lower limit. The variable amount will be recognized up to a maximum equivalent to 5% of the fixed amount (0.3552 euro per share). Transactions with subsidiaries and associates Transactions with subsidiaries not consolidated on a line-by-line basis and with associates are of a trading nature (exchange of goods and/or services) and a financial nature. Transactions with the Calcestruzzi group Following deconsolidation of the Calcestruzzi group, all business and financial dealings with the group have been included in transactions with related parties. Full information is provided in the notes. Transactions with other related parties In 2010, Finsise S.p.A., whose majority shareholder is Italo Lucchini, a director of Italcementi S.p.A., provided administrative, financial, contractual, tax and corporate reorganization consultancy services for a consideration of 342,000 euro. In 2010 a new contract was drawn up by Italcementi S.p.A. and Finsise S.p.A., effective as from April 1, 2010, and expiring on March 31, 2013, establishing an overall annual consideration of 360,000 euro, including expenses determined as a lump sum of 30,000 euro. A similar contract for an annual consideration of 10,500 euro exists between Finsise S.p.A. and the subsidiary Azienda Agricola Lodoletta S.r.l.. Mr Lucchini also received a consideration of 14,600 euro for his position as a director of Ciments Français S.A.. During the year Italcementi S.p.A. and subsidiaries received legal services for 513,000 euro from the Dewey & LeBoeuf law firm, of which Luca Minoli, a director of Italmobiliare S.p.A., is a partner. Legal services for 4,000 euro were also provided by Giorgio Bonomi, a director of Italcementi S.p.A.. Italcementi S.p.A. has a land occupation contract with River S.p.A. (a company in which the director Alberto Bombassei holds an investment), in connection with building works for the management office; the amount relating to 2010 was 64,000 euro. In 2009, the subsidiary Bravosolution S.p.A. signed an agreement with Ferrero International S.A. (of which Italcementi S.p.A. director Pietro Ferrero is chief executive officer) regarding professional services and technological tools for the project to raise the efficiency of general services. Under this contract and other minor agreements, Bravosolution S.p.A. provided similar services for other companies in the Ferrero group. The overall consideration paid for services provided in 2010 was 1,201,000 euro. 56
2010 Annual Report Presentation 6 Consolidated Annual Report Directors’ report 28 Corporate Governance Consolidated financial statements 68 Italcementi S.p.A. financial statements 158 In 2010 Italcementi S.p.A. disbursed an amount of 300,000 to the Italcementi Cav. Lav. Carlo Pesenti foundation to cover management costs. With regard to the contract for the supply of corporate-administrative services and provision of staff, Italcementi S.p.A. charged the foundation for an amount of 198,000 euro. CTG S.p.A. provided the foundation with services for 27,000 euro. Transactions with related parties and compensation paid to the Directors and Chief Operating Officer of Italcementi S.p.A. for positions held within the Group are illustrated in the notes. Information on transactions with related parties of the parent company Italcementi S.p.A. is provided in the specific sections in the Italcementi S.p.A. directors’ report and notes. 57 www.italcementigroup.com
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2010 Annual Report
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2010 Annual Report Italcementi S.p.
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
Page 52 and 53: The reduction arose essentially as
Page 54 and 55: Turkey Work continued in 2010 to ob
Page 58 and 59: Information systems The three-year
Page 60 and 61: Raw materials and alternative fuels
Page 62 and 63: Engineering, technical assistance,
Page 64 and 65: serves public companies and institu
Page 66 and 67: Set Group Holding represents a sign
Page 68 and 69: Financial statements Balance sheet
Page 70 and 71: Statement of comprehensive income (
Page 72 and 73: Consolidated cash flow statement No
Page 74 and 75: 21. Deferred tax 22. Net debt 23. O
Page 76 and 77: no longer generate goodwill, nor ga
Page 78 and 79: Subsidiaries Subsidiaries are compa
Page 80 and 81: 1.5. Translation of foreign currenc
Page 82 and 83: 1.10. Intangible assets Intangible
Page 84 and 85: deferred tax assets are reviewed at
Page 86 and 87: Pending publication of a standard/i
Page 88 and 89: 2. Exchange rates used to translate
Page 90 and 91: 4. Operating segment disclosure The
Page 92 and 93: Operating segments The table below
Page 94 and 95: The table below sets out other segm
Page 96 and 97: Assets 5 Property, plant and equipm
Page 98 and 99: 6.2 Goodwill testing Goodwill acqui
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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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