2012 Annual Report - Italcementi Group

o) Whether the remuneration policy was defined using the remuneration policies of other companies as a
reference and, if so, the criteria used for the selection of such companies
Not applicable.
SECTION II
I.1 – PART ONE
1.1. Full representation of the remuneration components, including the treatment provided for termination of
office or termination of the employment agreement, and their consistency with the reference Policy has
already been given in Section I of this Report.
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With respect to incentive plans based on financial instruments, please find below information concerning
the plans in place.
Incentive plans for Directors and Officers
A stock option Plan for directors -2001, a stock option Plan for executives -2000, a stock option plan for
top management - 2008, a long-term monetary incentive Plan for directors and Officers with strategic
responsibilities and a long-term monetary incentive Plan linked to the appreciation of Italcementi shares
for executives, are currently in place at Italcementi S.p.A..
During 2011, none of the Company Directors and Officers beneficiary of stock option plans exercised the
respective rights already accrued.
Stock Option Plan for Directors 2001
In execution of the shareholders’ resolution of April 24, 2001, the Company’s Board of Directors at its
meeting of May 9, 2001, approved the stock option plan for directors who are vested with special powers
in accordance with the articles of association, or those who perform specific operating duties. By
resolution of the shareholders meeting of June 20, 2007, the Plan discussed herein was replaced, with
respect to the not executed part, by the “Stock Option Plan for Directors 2007”.
During the year no options were exercised.
Overall, in execution of the stock option Plan for directors, 1,339,825 options equal to 0.47% of share
capital were granted; the options granted as of December 31, 2008 and not yet exercised amounted to a
total amount of 960,900.
Stock Option Plan for Directors 2007
The shareholders' meeting held on June 20, 2007 approved a second stock option plan for directors
vested with special powers in accordance with the articles of association, or those who perform specific
operating duties, which, for the not executed part, replaces the Stock Option Plan for directors described
above.
With reference to such stock option Plan, in 2007, the Company’s Board of Directors assigned the
Chairman and the Chief Executive Officer targets based on which, once their achievement has been
verified, a number of options from a minimum of 555,000 up to a maximum of 1,050,000 could have been
exercised upon expiry of the three-year period. If the minimum targets set by the Board of Directors were
not met, the beneficiary would have lost the right to exercise all the options granted.
Having assessed the degree of achievement of performance targets that were originally assigned, the
Board of Directors, in its meeting held on March 5, 2010, upon proposal of the Remuneration Committee,
granted:
* 401,250 options to the Chairman;