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
* 300,000 options to the Chief Executive Officer.
Both the Chairman and the Chief Executive Officer waived the granting of stock options in their favor. No
new option grant has been approved by the Board of Directors. Following the resolution of the Board of
Directors and the subsequent waiver of the award by the Chairman and the Chief Executive Officer, no
further options on the "Stock Option Plan for Directors - 2007" are outstanding.
The shareholders' meeting held on April 19, 2011 approved the cancellation of the Plan, for the not
executed part.
Long-term monetary incentive Plan for directors and managers with strategic responsibilities of
Italcementi S.p.A.
By resolution of February 3, 2011, the Board of Directors, upon proposal of the Remuneration Committee
and based on the favorable opinion of the Committee for Transactions with Related Parties, adopted a
“long-term monetary incentive Plan for directors and Officers with strategic responsibilities of Italcementi
S.p.A.” whose main features are listed below.
At the same meeting of February 3, 2011, the Board of Directors, in execution of said Plan, assigned the
Chairman and the Chief Executive Officer the targets for their term of office. Moreover, at the meeting held
on March 4, 2011, the Chief Operating Officer and the Manager in charge of preparing the company’s
financial reports were assigned targets for the 2011-2013 period.
In any case, no award will be granted in the absence of the achievement of acceptable results, likewise, if
the results are significantly better than forecast, a total bonus higher than the one established at the
assignment of targets will be granted.
The main features of the Plan are the following.
a) Reasons for the adoption of the plan
They can be summarized as follows:
• to tie the overall treatment of participants to the Company’s performance in the medium-long term
by rewarding the achievement of certain strategic targets, and the consequent “value creation” for
shareholders;
• to ensure maximum transparency and compliance with best governance criteria of the overall salary
package of participants.
b) Plan Management
The corporate body responsible for decisions relating to the Plan is the Board, acting upon proposal of
the Remuneration Committee (hereinafter referred to as the Committee) with the technical and
operational support of the Human Resources and Organizational Development Department Director,
and, when applicable, having heard the opinion of the Committee for Transactions with Related Parties.
The Plan’s working mechanism will be aligned, after the necessary adjustments suggested by the
Committee, with the mechanism adopted for the annual incentive plan (points system, with minimum
access threshold, target assigned and maximum target).
More specifically, the Board will be responsible for:
i) identifying the individual participants for each cycle;
ii) establishing the long-term monetary incentive bonus for each of them;
iii) approving for each participant individual targets for each cycle; failure to achieve them constitutes
an express termination condition for the bonus grant;
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