2012 Annual Report - Italcementi Group

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Department of Human Resources and Organizational Development The Group Human Resources and Organizational Development Department supports the Remuneration Committee in performing its functions, both in defining and approving proposals concerning the remuneration to be submitted to the approval of the Board of Directors, and at the time of monitoring and at the time of verifying the full and proper implementation of the same. b) Possible participation of a remuneration committee or other responsible committee, describing its composition (with the distinction between non-executive and independent directors), competence and functioning conditions The Remuneration Committee was established within the Board of Directors, it is made up of three nonexecutive members, mainly independent, as follows: Alberto Bombassei - member - independent Italo Lucchini - member Emilio Zanetti - Chairman - independent The Committee carries out its consultative and advisory functions on matters delegated to it, in particular by ensuring the following, in the absence of people directly involved therein: - submitting to the Board of Directors proposals for the remuneration of Directors vested with special powers and Officers with strategic responsibilities; - periodically evaluating the criteria adopted for the remuneration of Officers directly reporting to the Chairman, the Executive Deputy Chairman, the Chief Executive Officer, the Officers with strategic responsibilities and the Manager in charge of Internal Audit, supervising their application on the basis of information provided by the Chief Executive Officer and by the corporate functions possibly involved in formulating general recommendations on the Board of Directors on this items; - monitoring the implementation of the Board of Directors’ decisions, in particular, by verifying the effective achievement of performance targets. The Remuneration Committee, with the assistance of the Group Human Resources and Organizational Development Department, analyzes the composition and disbursement of the remuneration of Directors vested with special powers, Officers with strategic responsibilities, the Manager in charge of Internal Audit and Officers directly reporting to the Chairman, the Executive Deputy Chairman, the Chief Executive Officer and the Chief Operating Officer. In carrying out its duties, it can also request for the assistance of one or more independent firms specialized in the field of executive compensation, and able to make the appropriate comparisons between competitiveness and consistency with respect to the reference markets and governance systems required by current best practices, having also regard for i) the weight of their offices within the corporate structure, ii) the powers granted to them and the related range of discretion; iii) the individual economic impact. Afterwards, the Remuneration Committee submits the so-defined Policy to the Board of Directors for the formal approval of the same, or, if the current Policy (after its first application) is still considered consistent with the Company’s needs, market trends and the regulatory environment, it confirms the latter. Once it has examined and approved the Policy, the Board of Directors submits a Report thereupon for the advisory opinion of the shareholders. c) Any independent experts involved in the remuneration policy definition Not applicable. 206
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 It is also pointed out that the sources of information for the analysis of the remuneration competitiveness covered by the Policy, in particular, were provided by the following companies: Hay Consulting, Mercer Consulting and Towers Watson. d) The remuneration policy aims, guiding principles and any amendments to the remuneration policy with respect to the previous financial year The Company believes that the definition and implementation of the Remuneration Policy represents a primary tool aimed at: - attracting, retaining and motivating highly-qualified management personnel within the Company and, more generally, within the Group; - aligning the interests of management and shareholders; - promoting the creation of shareholder value in the medium-long term, establishing a direct relationship between remuneration and performance. The Policy is consistent with the principles and related application criteria of the Group’s “Corporate Governance Framework”, aimed at encouraging a responsible and sustainable approach to remuneration, consistent with the Group values. By executing the Policy, the Company pursues: - compliance with regulations of both legal and self-regulatory sources, as well as with the regulators’ recommendations; - governance of the Policy’s definition and implementation process, in line and consistent with current best practices; - an ongoing dialogue with market practices; - a strong link between remuneration and results and sound risk management as a guarantee of its sustainability. The definition of the Policy is the result of a fully outlined process in which the Company’s Remuneration Committee and Board of Directors play a central role. The Company’s Remuneration Committee held on February 21, 2011 examined, and on February 24, 2011 subsequently approved, a Policy consistent with the provisions of the Code of Conduct issued by the Corporate Governance Committee (i.e. the Italian stock exchange); an explanatory memorandum of such Policy (the Remuneration Report) was subsequently submitted to the advisory opinion of the shareholders’ meeting called to approve the 2010 financial statements held on April 19, 2011. Following the new regulations introduced by CONSOB Resolution No. 18049 of December 23, 2011 in execution of the powers granted by Legislative Decree No. 259/2010, the Company has decided to issue a new version of its Remuneration Policy which, while confirming the principles and guidelines already expressed in the previous version of the Policy itself, expresses them according to the new legal framework. This new Policy has been adopted by the Company’s remuneration Committee at its meeting held on February March 2 2012; the subsequent Company’s Board of Directors Meeting held on the same date has resolved to approve it and to submit an overall Remuneration Report concerning the Policy itself to the consultative vote of the Company’s annual general shareholders’ meeting held on April 18 2012. 207 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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Diluted earnings per share Diluted
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36. Joint ventures The Group’s mo
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Net debt (in thousands of euro) amo
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Annex 1 The following table shows i
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Company Registered office Share cap
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Company Registered office Share cap
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Italcementi S.p.A. Annual Report 14
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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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