2012 Annual Report - Italcementi Group

iv) assessing the degree of achievement of the targets by each participant;
v) approving proposed amendments, where necessary, to the functioning mechanisms of the plan.
The assessment as to whether to revise the plan is left to the discretion of the Board.
c) Beneficiaries of the Plan
Beneficiaries of the plan are certain Directors and Officers with strategic responsibilities of Italcementi
S.p.A.
The plan is offered to participants considering the relevance of the functions attributed to them for the
achievement of the Company’s strategic targets.
Being a member of the Company’s Board of Directors or having an office within the Company as
Officer with strategic responsibilities are eligibility requirements to be admitted to the monetary
incentive plan.
d) Term and Constraints of the Plan
The plan term is 3 (three) three-year cycles from 2010 to 2019. The term of the first cycle will be: i) for
the Directors, the period 2010-2012, ii) for Officers with strategic responsibilities identified by the
Company’s Board of Directors (hereinafter, the Board), the period 2011-2013.
For each participant, the Board will, upon the Committee's proposal and, when applicable, having
heard the opinion of the Committee for Transactions with Related Parties, establish the amounts of
monetary bonuses related to the achievement of the assigned targets. These amounts will have to be
established consistently with, among other criteria, the following:
i) market-based remuneration practices for senior Management positions of comparable corporations;
ii) consistency with the principles of the Company’s “Remuneration Policy”, in force from time to time;
iii) certainty of maximum possible cost for the Company, corresponding to a submultiple significantly
lower than the value generated for the Company by achieving the targets related to disbursement of
the bonus.
The right to obtain a pay-out of the bonus in connection with the long-term monetary incentive plan is
subject to the achievement of the targets, linked to the Company’s financial position and results of
operations and to the other targets specifically assigned to the participant, as approved by the Board at
the beginning of the cycle.
The Board, based on the opinion of the Committee, the Human Resources and Organizational
Development Department Director and, when applicable, the Committee for Transactions with Related
Parties, will assess and evaluate the degree of achievement of targets - which will be in no way linked
to the performance / price of the Italcementi shares on the stock market - achieved during the threeyear
term of each cycle, thus calculating the bonus actually accrued in favor of each participant.
e) Plan Implementation Procedures and Terms
The plan provides for the assignment of a monetary premium to participants at the end of each threeyear
cycle, once the conditions for the expected performance as established at the beginning of the
cycle have been met. The amount of the bonus will be directly linked to the degree of achievement of
the targets assigned.
Without limitation to the right of the Board to decide otherwise, participation in the long-term monetary
incentive plan, under this regulation, is inherently and functionally related to, and conditioned by, the
permanence of each participant in the position held at the time of assignment for the entire duration of
the cycle.
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