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
The Board of Directors delegates the operational management of the plan to the Chief Executive
Officer.
The functioning of the plan provides for the allocation to each beneficiary of a minimum-maximum
range of phantom stocks whose underlying are Italcementi shares.
The right to obtain the granting of the premium linked to the long-term monetary incentive plan is
subject to:
a) the achievement of long-term targets assigned to each recipient by the Chairman, the Executive
Deputy Chairman, the Chief Executive Officer and Chief Operating Officer at the beginning of the
cycle, proposed with the support of the Department of Human Resources and Organizational
Development. Such targets, defined consistently with the powers granted to each of them, are
linked to the Company’s financial position and results of operations and other targets specifically
attributed such as, for example, targets regarding governance, risk management, sustainable
development and related to the implementation of strategic projects, additional targets with respect
to those established in the annual incentive plan. Control over the achievement of these targets will
be made by the Department of Human Resources and Organizational Development;
b) the expiration of the full three-year period of each of the plan’s cycles and the uninterrupted
holding of office or employment relationship for each individual recipient. Before the expiration of
such period no right accrues to partial or pro rata granting of phantom stock.
The amount of the incentive is then calculated by multiplying the number of phantom stocks actually
accrued by the current value of Italcementi stock in the month of December of the last of the three
years each Plan cycle covers. The allocation of the awarded amount normally takes place within the
month of April of the year following the end of the three-year reference period.
B) FIXED COMPONENTS AND OVERALL REMUNERATION
As a result of the foregoing, the overall treatment approved according to the Policy, inclusive of the fixed
component of remuneration, may be represented as follows for the different beneficiaries:
a) Remuneration of Officers with Strategic Responsibilities
The Company’s Board of Directors identified the Chief Operating Officer and the Manager in charge of
preparing the company’s financial reports as Officers with strategic responsibilities.
The remuneration of Officers with strategic responsibilities is established by the Board of Directors upon
proposal of the Remuneration Committee and based on the opinion of the Board of Statutory Auditors.
The Officers with strategic responsibilities’ remuneration components are as follows:
a) an annual fixed component;
b) an annual variable component linked to the achievement of specific business targets (Management
By Objectives);
c) an exclusively monetary medium-long term variable component (Long Term Incentive), linked to the
achievement of specific targets, as the previous one.
Having defined the overall remuneration package as the sum of the three components recalled above, in
the event that the targets, forecasted in the budget and related to the components b) and c), are
achieved, it is pointed out that such targets and the related remuneration are referred to the position of
Officers with strategic responsibilities within the Group (therefore including targets and remuneration
received due to other positions in other Group companies), and the relative weight of the same can be
approximately represented as follows:
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