2012 Annual Report - Italcementi Group

More documents

Recommendations

Info

• to the Executive Deputy Chairman, Mr. Pierfranco Barabani, the powers to undertake real estate transactions up to the limit of 15 million euro for each individual transaction; • to the Deputy Chairman, Mr. Lorenzo Renato Guerini, the duty of supporting international development by coordinating activities within the scope of Strategic Planning, as well as of the Research center, and making proposals on potential partners and institutions able to contribute to the definition of the Group’s international development projects; • to the Chief Executive Officer, Mr. Carlo Pesenti, among other duties, the responsibility for supervising management policies, business development strategies and coordination of the Company’s and of the main direct or indirect subsidiaries’ operations, issuing the appropriate instructions to the Chief Operating Officer and the other corporate bodies; proposing organizational and corporate structure changes; drafting the separate and consolidated financial statements, including the half-yearly and quarterly reports as envisaged by the law; preparing, with the assistance of the Chief Operating Officer, the annual budgets for Italcementi S.p.A. and the Group and long-term strategic plans; overseeing the financial management of the Company and the Group; signing technical/administrative contracts with subsidiaries and associated companies; under the general policies indicated by the Chairman, defining policies relating to the choice of senior managers and staff management of Italcementi S.p.A. and of the main direct or indirect subsidiaries; recruiting staff at all levels; appointing every kind of consultant. Moreover, the Chief Executive Officer has been granted the necessary powers to undertake actions regarding: • industrial transactions (technical, manufacturing, commercial, administrative) up to a limit of 50 million euro for each individual transaction with single signature and 75 million euro with joint signature with the Executive Deputy Chairman or the Chief Operating Officer; • securities and real estate transactions up to a limit of 50 million euro for each individual transaction with single signature and 75 million euro with joint signature with the Chairman or the Chief Operating Officer. The Board of Directors meeting of April 16, 2010, assigned to the Chief Operating Officer, Mr. Giovanni Ferrario, the duties, among other things, of overseeing and directing the technical, manufacturing, and commercial activities of Italcementi; directing, coordinating and controlling the activities of the industrial subsidiaries; formulating and submitting proposals to the Chief Executive Officer for changes to the Company’s organization; ensuring the best efficiency of the corporate production units and of the Italian subsidiaries and their compliance with the regulations and laws in force; determining and cooperating with the Chief Executive Officer in establishing staff management guidelines. Moreover, the Chief Operating Officer has been granted powers to undertake actions pertaining to industrial transactions (technical, manufacturing, commercial, administrative and some financial) up to a limit of 20 million euro for each individual operation and real estate transactions up to a limit of 15 million euro for each individual operation. The limits set for the powers granted respectively to the Executive Deputy Chairman and the Chief Operating Officer are doubled should their signature be combined with that of the other. Moreover, and solely for industrial activities, the limits set for the powers granted to the Chief Operating Officer are doubled should his signature be combined with that of one of the Deputy Chief Operating Officers, if appointed. The Chief Executive Officer and the Chief Operating Officer have assigned specific and more limited powers to officers of the Company within their area of activities. The Chief Executive Officer and the other executive directors have periodically reported to the Board of Directors and the Board of Statutory Auditors, as envisaged by the Code and by the Company By-laws, about activities undertaken within their assignments and powers. Moreover, the most important operations with an 178
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 impact on the financial statements undertaken by the Company, the main transactions with related parties as well as transactions leading to potential conflicts of interests, have been submitted to the Board of Directors, even when within the limits of their powers. Group interdepartmental bodies To implement the policies of the Board of Directors, a number of bodies not provided for by the By-laws have been established with duties of operational coordination and integration which do not, however, modify the responsibilities and powers of the functions represented in that bodies. Moreover, a Committee of Officers operates at Group level, chaired by the Chief Operating Officer of Italcementi, who also holds the post of Chief Operating Officer of the main subsidiary Ciments Français S.A., under the supervision of the Chief Executive Officer of the Company. This Committee is made up of officers of some executive departments of both companies. The Committee of Officers meets periodically to ensure operational consistency with the strategic choices and objectives set by the Boards of Directors of the various companies. Finally, the Conference of Officers is organized to raise awareness of strategic and organizational guidelines and of the main group projects. Besides the members of the Committee of Officers, a small number of other senior Group managers take part in the Conference of Officers. Independent Directors In accordance with the regulations in force, at least one of the members of the Board of Directors, or two in case it is composed of more than seven members, must meet the independence requirements established by law for members of the Board of Statutory Auditors. The Code also requires that the number and qualifications of independent directors are adequate in relation to the size of the Board and to the Company’s activities and such as to allow the establishment of committees within the Board; also under the Code, the independent directors must be two at least. In accordance with the specific rules applicable to listed companies subject to management and coordination of another listed company, one of the conditions to keep the listing is that the Board of Directors is composed of a majority of independent directors. In implementation of the provisions and recommendations mentioned above, each individual concerned, upon submission of the lists of candidates for the office of director, must declare that he/she meets the requirements for independence under the TUF and pursuant to the Code; the Board of Directors, at its first meeting after the appointment of its members, will, on the basis of information provided by each person or information available to the Company, verify that directors who have declared to be independent actually meet the independence requirements. Moreover, at the time of preparing the annual Report on Corporate Governance, the Company reiterates its request to all directors in office to declare the existence or not of such requirements. Their responses are annually submitted to the Board for the consequent independency evaluation. The results of such verification are communicated to the market on each occasion and shown on the page regarding corporate bodies, which opens this document, and in the table shown below. In case the independence requirements prescribed by law are no longer met, the director concerned must give prompt communication thereof to the Board of Directors. This circumstance entails the removal from office of such director, except in cases where such requirements are still met by at least the minimum number of directors required by current legislation. The current Board of Directors consists of eleven directors meeting the requirements of independence provided by law and are also considered independent on the basis of the criteria set out in the Code. 179 www.italcementigroup.com
Page 1:
2012 Annual Report
Page 4 and 5:
Contents PRESENTATION Letter to the
Page 6 and 7:
Letter to the stakeholders Consolid
Page 8 and 9:
Italcementi Group in the world (as
Page 10 and 11:
Highlights Contribution to consolid
Page 12 and 13:
Share prices and market capitalizat
Page 14 and 15:
E) Share prices and market capitali
Page 16 and 17:
Italcementi S.p.A. Directors, Offic
Page 18 and 19:
Lorenzo Renato Guerini (Director si
Page 20 and 21:
Alberto Clô (Director since May 4,
Page 22 and 23:
Yves René Nanot (Director since Ju
Page 24 and 25:
Board of Statutory Auditors Maria M
Page 26 and 27:
Notice of Call Those who are entitl
Page 28 and 29:
Appointment of the Board of Directo
Page 31 and 32:
Annual Report Consolidated Annual R
Page 33 and 34:
2012 Annual Report Presentation 4 G
Page 35 and 36:
Page 37 and 38:
Page 39 and 40:
Page 41 and 42:
Page 43 and 44:
Page 45 and 46:
Page 47 and 48:
Page 49 and 50:
Page 51 and 52:
Page 53 and 54:
Page 55 and 56:
Page 57 and 58:
Page 59 and 60:
Page 61 and 62:
Page 63:
Page 66 and 67:
Financial statements Statement of f
Page 68 and 69:
Statement of comprehensive income N
Page 70 and 71:
Statement of cash flows Notes 2012
Page 72 and 73:
21. Deferred tax assets and Deferre
Page 74 and 75:
Amendments to IAS 12 “Income taxe
Page 76 and 77:
1.3. Basis of consolidation The con
Page 78 and 79:
Changes in equity interests in subs
Page 80 and 81:
Operating lease payments are recogn
Page 82 and 83:
1.15. Cash and cash equivalents Cas
Page 84 and 85:
1.18. Share-based payments The Grou
Page 86 and 87:
1.24. Government grants Government
Page 88 and 89:
4. Operating segment disclosure The
Page 90 and 91:
The table below sets out segment re
Page 92 and 93:
The table below sets out other segm
Page 94 and 95:
The useful life adopted by the Grou
Page 96 and 97:
Assumptions used for the computatio
Page 98 and 99:
7. Intangible assets in thousands o
Page 100 and 101:
10. Other non-current assets This c
Page 102 and 103:
15. Reserves Translation reserve Th
Page 104 and 105:
Net liabilities determined on the b
Page 106 and 107:
The table below sets out key data f
Page 108 and 109:
appeal and by the regional court of
Page 110 and 111:
22.1 Financial liabilities Financia
Page 112 and 113:
Bond loans f) The Italcementi Group
Page 114 and 115:
The bond was assigned a Ba2 Moody
Page 116 and 117:
At December 31, 2012 lines of credi
Page 118 and 119:
22.3.1 Fair value of derivatives Th
Page 120 and 121:
22.4 Interest-rate risk management
Page 122 and 123:
The Group companies operate chiefly
Page 124 and 125:
From 2008 to 2012, the Group transa
Page 126 and 127:
26. Services Services amounted to 1
Page 128 and 129:
29. Non-recurring income (expense)
Page 130 and 131: The income statement and the statem
Page 132 and 133: Diluted earnings per share Diluted
Page 134 and 135: 36. Joint ventures The Group’s mo
Page 136 and 137: Net debt (in thousands of euro) amo
Page 138 and 139: Annex 1 The following table shows i
Page 140 and 141: Company Registered office Share cap
Page 142 and 143: Company Registered office Share cap
Page 147 and 148: Italcementi S.p.A. Annual Report 14
Page 149 and 150: 2012 Annual Report Presentation 4 G
Page 179: 2012 Annual Report Presentation 4 G
Page 231 and 232:
Page 233 and 234:
Page 235 and 236:
Page 237 and 238:
Page 239 and 240:
Page 241 and 242:
Page 243 and 244:
Separated financial statements 241
Page 245 and 246:
Page 247 and 248:
Page 249 and 250:
Page 251 and 252:
Page 253 and 254:
Page 255 and 256:
Page 257 and 258:
Page 259 and 260:
Page 261 and 262:
Page 263 and 264:
Page 265 and 266:
Page 267 and 268:
Page 269 and 270:
Page 271 and 272:
Page 273 and 274:
Page 275 and 276:
Page 277 and 278:
Page 279 and 280:
Page 281 and 282:
Page 283 and 284:
Page 285 and 286:
Page 287 and 288:
Page 289 and 290:
Page 291 and 292:
Page 293 and 294:
Page 295 and 296:
Page 297 and 298:
Page 299 and 300:
Page 301 and 302:
Page 303 and 304:
Page 305 and 306:
Annexes 303 www.italcementigroup.co
Page 308 and 309:
ITALCEMENTI S.P.A. REPORT OF THE BO
Page 310 and 311:
We ascertained that the Remuneratio
Page 314 and 315:
312
Page 316 and 317:
Sustainability disclosure Italcemen
Page 318 and 319:
In 2010, the Group reinforced its a
Page 320 and 321:
2 Looking forward 2.1 Targets 2015
Page 322 and 323:
3 Social responsibility 3.1 Valuing
Page 324 and 325:
2012 2011 2010 2012 2011 2010 Italy
Page 326 and 327:
Trainees (%) 2012 2011 2010 Manager
Page 328 and 329:
3.3 Health and product responsibili
Page 330 and 331:
The Social Initiatives Policy reinf
Page 332 and 333:
In 2012, Energy Efficiency Certific
Page 334 and 335:
Power consumption, concrete 2012 20
Page 336 and 337:
4.3 Air emissions At the end of 201
Page 338 and 339:
Water consumption, cement 2012 2011
Page 340 and 341:
Quarry management, cement (*) Matur
Page 342 and 343:
5.2 Quality The Group is committed
Page 344 and 345:
5.4 Sustainable construction Italce
Page 346 and 347:
6 Reporting and additional informat
Page 349 and 350:
6.4 Boundaries and reporting method
Page 351 and 352:
Training management system Hours of
Page 353 and 354:
Extraordinary session 351 www.italc
Page 355 and 356:
Page 357 and 358:
Summary of resolutions The Annual G
Page 359 and 360:
at an extraordinary session: to ren
Page 362:
April 2013 Project by LSVmultimedia
show all

2012 Annual Report - Italcementi Group

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?