2012 Annual Report - Italcementi Group

2012 Annual Report
Presentation 4
General information 14
Annual Report Consolidated Annual Report Directors’ report 146
Sustainability disclosure Italcementi S.p.A. Annual Report Separate financial statements 241
Extraordinary session 351
Transactions with subsidiaries, joint ventures, associates and their subsidiaries
Italcementi S.p.A. has current business dealings with and provides technical and/or
administrative services to subsidiaries, joint ventures, associates and their subsidiaries.
There were also transactions between Italcementi S.p.A. and Ciments Français S.A. and its
subsidiaries regarding the exchange of personnel services, with the aim of optimizing the
use of existing professional resources and developing common projects. Costs incurred by
Italcementi S.p.A. for organizational, international development, insurance and IT projects
were recharged to Ciments Français S.A. for the amounts attributable to it.
A service contract exists between Italcementi S.p.A. and Ciments Français S.A. for
apportionment of the costs relating to those group functions that carry out activities in favor
of both companies or in favor of the entire Group.
Financially, Italcementi S.p.A. provides support to its subsidiaries both as a lender and as a
guarantor and optimizes treasury management with intragroup current accounts and loans.
Transactions with other related parties
In 2012, 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 360,000 euro.
Italcementi S.p.A. and subsidiaries received legal services during the year for 272,000 euro
from the law firm in which Luca Minoli, a director of Italmobiliare S.p.A., is a partner.
Kilometro Rosso S.p.A., a company in which the director Alberto Bombassei holds an
investment, charged Italcementi S.p.A. 8,000 euro for residual management expenses in
connection with a land occupation contract. Italcementi S.p.A. also disbursed to Kilometro
Rosso S.p.A. an amount of 100,000 euro, for a call option on the area and an amount of
350,000 euro as down-payment for the purchase of land and building rights inside the
Kilometro Rosso scientific and technology park.
In 2012, Italcementi S.p.A. disbursed 600,000 euro and set aside a further 300,000 euro to
the Italcementi Cav. Lav. Carlo Pesenti foundation to cover management costs. With
regard to the contract for the supply of corporate/administrative and other services,
Italcementi S.p.A. charged the foundation an amount of 191,000 euro.
Transactions with related parties are disclosed in the notes, while remuneration paid to
directors, statutory auditors, the Chief Operating Officer and the Manager in charge of
preparing the financial reports of Italcementi S.p.A. for positions held within the Group, are
illustrated in the Remuneration Report.
For information on the transactions with related parties of the parent company Italcementi
S.p.A., the reader is referred to the specific sections of the directors’ report and the notes of
that company.
Sustainable research and development
Italcementi S.p.A. research and development activities are handled by CTG S.p.A. for
Group companies in Italy and abroad; CTG activities are illustrated in the directors’ report in
the consolidated annual report.
With regard to Integrated Environmental Authorizations (Autorizzazioni Integrate Ambientali
- AIA), a renewal was obtained for the revamping of the cement plant in Rezzato. Renewal
153
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