Report 2010 - Italcementi Group

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Italcementi S.p.A. Directors, Officers and Auditors Board of Directors (Term ends on approval of financial statements at 12.31.2012) Giampiero Pesenti 1 Chairman Pierfranco Barabani 1 Executive Deputy Chairman Carlo Pesenti 1-2 Chief Executive Officer - CEO Alberto Bombassei 4-7 Giorgio Bonomi Antonio Carosi 7 Alberto Clô 3-5-6-7 Federico Falck 1-5-6-7 Pietro Ferrero 7 Danilo Gambirasi Italo Lucchini 4 Sebastiano Mazzoleni Yves René Nanot 1 Marco Piccinini Ettore Rossi 7-8 Attilio Rota 1-5-6-7 Carlo Secchi 5-6-7 Elena Zambon 7 Emilio Zanetti 4-7 Paolo Santinoli 9 Secretary to the Board Board of Statutory Auditors (Term ends on approval of financial statements at 12.31.2011) Acting Auditors Maria Martellini Mario Comana Luciana Gattinoni Substitute Auditors Fabio Bombardieri Carlo Luigi Rossi Leonardo Cossu Giovanni Ferrario Carlo Bianchini Reconta Ernst & Young S.p.A. Chairman Chief Operating Officer - COO Manager in charge of preparing the company’s financial reports Independent Auditors 1 Member of the Executive Committee 2 Executive Director responsible for supervising the internal control system 3 Lead independent director 4 Member of the Remuneration Committee 5 Member of the Internal Control Committee 6 Member of the Committee for Dealings with Related Parties 7 Independent director (in accordance with the Voluntary Code of Conduct and Legislative Decree no.58 of February 24, 1998) 8 Member of the Compliance Committee 9 Secretary to the Executive Committee 6
2010 Annual Report Presentation General information Italcementi S.p.A. Directors, Officers and Auditors 6 Consolidated Annual Report Professional profiles of the members of the Board Corporate Governance of Directors and 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 Professional profiles of the members of the Board of Directors and the Board of Statutory Auditors Board of Directors Giampiero Pesenti Born in Milan, May 5, 1931 Degree in mechanical engineering – Milan Polytechnic. 1958, began working in the Technical Division of Italcementi S.p.A., the family firm established in 1864. 1983, appointed Chief Operating Officer; 1984, Chief Executive Officer; since 2004 Chairman of Italcementi S.p.A.. 1984, appointed Chairman-Chief Executive Officer of Italmobiliare S.p.A., the holding company that controls Italcementi S.p.A., the Sirap Gema group and other finance and banking companies. Director of Pirelli & C. S.p.A., Mittel S.p.A., RCS Quotidiani S.p.A., Allianz S.p.A., Compagnie Monegasque de Banque, Finter Bank Zurich and of other companies in the Italmobiliare Group. Pierfranco Barabani Born in Milan, September 9, 1936 Degree in civil engineering – Milan Polytechnic. Worked as an independent professional until 1970, when he joined Italcementi S.p.A., holding a variety of posts: Assistant to the Chief Operating Officer, Property Manager, Corporate General Affairs Manager. 1993, appointed Chief Operating Officer and held the post until September 1999. Carlo Pesenti Born in Milan, March 30, 1963 Degree in mechanical engineering – Milan Polytechnic. Master in economics & management – Bocconi University, Milan. After joining the Italcementi Group, gained significant experience in a variety of Group production units and especially in the Corporate Finance, Administration & Control Division. Having held the post of Joint Chief Operating Officer, in May 2004 he was appointed Italcementi Chief Executive Officer. Chief Operating Officer of Italmobiliare. www.italcementigroup.com 7
Page 1 and 2: 2010 Annual Report
Page 3 and 4: 2010 Annual Report Italcementi S.p.
Page 5: In the past three financial years w
Page 9 and 10: 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
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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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