2012 Annual Report - Italcementi Group

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The Board of Directors shared the assessment made by the Directors Ettore Rossi, Attilio Rota and Emilio Zanetti, who considered themselves independent despite having held the directorship for more than nine years over the last twelve years. The Board of Statutory Auditors verified the correct application of the assessment criteria and procedures adopted by the Board of Directors to evaluate the independence of its members. Lead Independent Director The Code provides that, should the Chairman of the Board of Directors be the main officer in charge of company management, and also when the position of Chairman is held by the person who controls the Company, the Board should appoint an independent director as “Lead independent director”, to provide a reference for and coordinate requests and contributions of non-executive directors and, in particular, independent directors. The Board of Directors meeting of April 16, 2010, appointed Mr. Alberto Clô, an independent director, as “Lead independent director”. In the course of 2012, the “Lead Independent Director” met once with the other independent directors to conduct a thorough evaluation of the Company’s governance system and the activities carried out by the Board of Directors during the fiscal year and throughout the period of his term, which will end with the approval of the financial statements as at December 31, 2012. Remuneration for Directors and Officers with strategic responsibilities The remuneration for Directors was determined by the Shareholders’ Meeting held on April 19, 2011 that, until a new resolution, set such remuneration in the amount of 45,000 euro per year for each director, to be doubled in the event that the same is also a member of the Executive Committee. The remuneration of the Chairman, the executive Deputy Chairman, the Deputy Chairman, the Chief Executive Officer, the Chief Operating Officer, the Manager in charge of preparing the company’s financial reports and the Head of Internal Audit is determined by the Board of Directors, in the absence of the concerned parties, on the proposal of the Remuneration Committee, having heard the opinion, when required, of the Board of Statutory Auditors and of the Committee for Transactions with Related Parties. A significant part of the remuneration of the Chairman, of the Executive Deputy Chairman and of the Chief Executive Officer is linked to financial performance and the achievement of specific targets set beforehand and determined in accordance with the remuneration Policy which the Company has adopted. For detailed information please see the Remuneration Report prepared pursuant to Art. 123-ter of TUF and approved by the Board of Directors on March 5, 2013. Limitations on the number of offices The Board of Directors meeting of September 26, 2012, in accordance with the Code, resolved that: - five (for the office of executive director) and - ten (for the office of non-executive or independent director or statutory auditor) is to be considered the maximum number of offices as director or statutory auditor held in other companies listed on regulated markets even abroad, in financial, banking, insurance or major companies that can be considered compatible with the effective performance of the office of Company director, with the exception of its subsidiaries, parent companies and companies subject to joint control. 180
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 A list of offices as director or statutory auditor held by each director in other companies listed on regulated markets even abroad, in financial, banking, insurance or major companies is set out below: Giampiero Pesenti * Italmobiliare S.p.A. - Chairman and Chief Executive Officer * Ciments Français S.A. - Director (on behalf of Italcementi S.p.A.) * Compagnie Monegasque de Banque - Director * Credit Mobilier de Monaco - Director * Finter Bank Zürich - Director * Mittel S.p.A. - Director Pierfranco Barabani * SACBO S.p.A. - Director L. Renato Guerini * 035 Investimenti S.p.A. - Chairman * UBI Leasing S.p.A. - Chairman Carlo Pesenti * Italmobiliare S.p.A. - Director – Chief Operating Officer * Ciments Français S.A. - Deputy Chairman * Mediobanca S.p.A. - Director * RCS MediaGroup S.p.A. - Director Giulio Antonello * Alerion Clean Power S.p.A. - Chief Executive Officer * Industria e Innovazione S.p.A. - Director * Reno de Medici S.p.A. - Director Alberto Bombassei * Brembo S.p.A. - Chairman – Chief Executive Officer * Atlantia S.p.A. - Director * Nuovo Trasporto Viaggiatori S.p.A. - Director * Pirelli & C. S.p.A. - Director * Fiat Industrial S.p.A. - Director Giorgio Bonomi * Italmobiliare S.p.A. - Director * IGP - Decaux S.p.A. - Director Alberto Clô * Atlantia S.p.A. - Director * De Longhi S.p.A. - Director * Iren S.p.A. - Director Federico Falck * Falck S.p.A. - Chairman * Falck Renewables S.p.A. - Chairman * Banca Popolare di Sondrio S.c.r.l. - Director * Avvenire Nuova Editoriale Italiana S.p.A. - Director * Falk Renewables Wind Ltd. - Director Carlo Garavaglia * Comitalia Compagnia Fiduciaria S.p.A. - Chairman of the Board of Statutory Auditors * Cordifin S.p.A. - Director * De Longhi S.p.A. - Director * Eunomia S.p.A. - Chairman * Habitat S.p.A. - Statutory Auditor * Unione di Banche Italiane S.c.p.a. - Supervisory Director * Del Clima S.p.A. - Director 181 www.italcementigroup.com
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2012 Annual Report
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Contents PRESENTATION Letter to the
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Letter to the stakeholders Consolid
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Italcementi Group in the world (as
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Highlights Contribution to consolid
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Share prices and market capitalizat
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E) Share prices and market capitali
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Italcementi S.p.A. Directors, Offic
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Lorenzo Renato Guerini (Director si
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Alberto Clô (Director since May 4,
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Yves René Nanot (Director since Ju
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Board of Statutory Auditors Maria M
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Notice of Call Those who are entitl
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Appointment of the Board of Directo
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Annual Report Consolidated Annual R
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2012 Annual Report Presentation 4 G
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Financial statements Statement of f
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Statement of comprehensive income N
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Statement of cash flows Notes 2012
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21. Deferred tax assets and Deferre
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Amendments to IAS 12 “Income taxe
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1.3. Basis of consolidation The con
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Changes in equity interests in subs
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Operating lease payments are recogn
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1.15. Cash and cash equivalents Cas
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1.18. Share-based payments The Grou
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1.24. Government grants Government
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4. Operating segment disclosure The
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The table below sets out segment re
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The table below sets out other segm
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The useful life adopted by the Grou
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Assumptions used for the computatio
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7. Intangible assets in thousands o
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10. Other non-current assets This c
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15. Reserves Translation reserve Th
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Net liabilities determined on the b
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The table below sets out key data f
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appeal and by the regional court of
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22.1 Financial liabilities Financia
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Bond loans f) The Italcementi Group
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The bond was assigned a Ba2 Moody
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At December 31, 2012 lines of credi
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22.3.1 Fair value of derivatives Th
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22.4 Interest-rate risk management
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The Group companies operate chiefly
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From 2008 to 2012, the Group transa
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26. Services Services amounted to 1
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29. Non-recurring income (expense)
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The income statement and the statem
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Separated financial statements 241
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Annexes 303 www.italcementigroup.co
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ITALCEMENTI S.P.A. REPORT OF THE BO
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We ascertained that the Remuneratio
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312
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Sustainability disclosure Italcemen
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In 2010, the Group reinforced its a
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2 Looking forward 2.1 Targets 2015
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3 Social responsibility 3.1 Valuing
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2012 2011 2010 2012 2011 2010 Italy
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Trainees (%) 2012 2011 2010 Manager
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3.3 Health and product responsibili
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The Social Initiatives Policy reinf
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In 2012, Energy Efficiency Certific
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Power consumption, concrete 2012 20
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4.3 Air emissions At the end of 201
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Water consumption, cement 2012 2011
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Quarry management, cement (*) Matur
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5.2 Quality The Group is committed
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5.4 Sustainable construction Italce
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6 Reporting and additional informat
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6.4 Boundaries and reporting method
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Training management system Hours of
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Extraordinary session 351 www.italc
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Summary of resolutions The Annual G
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at an extraordinary session: to ren
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April 2013 Project by LSVmultimedia
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2012 Annual Report - Italcementi Group

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