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
As anticipated, for the financial year 2013, for both the Directors vested with special powers and
Officers with strategic responsibilities as well as for the other officers – Officers directly reporting to
the Chairman, Executive Deputy Chairman, the Chief Executive Officer and the Chief Operating
Officer is foreseen that one of the targets (basically the most important one as it should weight about
40% of the overall targets weight) of the Short-Term Variable Component (MBO) should compulsorily
be the targeted profitability goal.
The combined effect of this prescription and of the functioning of the points-based Short-Term
Variable Component (MBO) would lead to reset to zero any payment in the case the profitability target
will not be achieved, unless the achievement level of all the other individual targets turns out to be the
maximum possible over the budget; in this last case anyway the maximum amount to be paid could
not exceed two thirds of the maximum theoretical payout.
2) Medium-Long Term Variable Component (LTI)
Two different long-term incentive plans are currently in place: one for Directors vested with special
powers and Officers with strategic responsibilities and one for the other officers – Officers directly
reporting to the Chairman, Executive Deputy Chairman, the Chief Executive Officer and the Chief
Operating Officer.
i) Directors vested with special powers and Officers with strategic responsibilities
Among the Directors vested with special powers, the Chairman and the Chief Executive Officer were
the recipients of a stock option plan for directors over a three-year period approved by the
shareholders' meeting of June 20, 2007.
The above plan consisted of three-year cycles, and the first cycle ended in 2009.
The Officers with strategic responsibilities were the recipients of a stock option plan for top
management approved by the shareholders’ meeting of April 28, 2008.
The aforesaid plan consisted of three-year cycles, the first of which was closed in 2010.
The Company’s Board of Directors deemed it appropriate to replace such incentive systems with a
new system on a monetary basis (“Long-Term Monetary Incentive Plan for Directors and Officers with
Strategic Responsibilities of Italcementi S.p.A.”).
In making its assessments, the Board of Directors took into account the findings of the analyses
carried out on behalf of the Company by independent advisors, with extensive experience and
international standing, on executive compensation.
The new long-term monetary incentive plan is based on three-year cycles depending on the mediumlong
term performance of the Company and/or the Group.
This plan is aimed at:
- tying the overall remuneration package of recipients to the Company’s medium-long term
performance, by rewarding the achievement of strategic targets, and to the corresponding “value
creation” for shareholders;
- ensuring maximum transparency and compliance with best governance criteria of the overall
remuneration package for recipients.
The corporate body in charge of the decisions relating to the plan is the Board of Directors, which
adopts resolutions upon proposals of the Remuneration Committee with the technical and operational
support of the Human Resources and Organizational Development Director.
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