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
Subject to any exceptions for specific cases established by the Board having heard the Committee and,
when applicable, the opinion of the Committee for Transactions with Related Parties, the following
provisions will be applied to the cases mentioned below:
a) in the case of revocation of, or change in, position during the cycle, the Board may, at its discretion,
based on the Committee’s opinion, and in consideration of the reasons motivating the revocation or
change, evaluate the possibility of paying out a compensatory lump sum bonus, commensurate with
the portion of period and the transitional partial degree of achievement of targets assigned;
b) in the case of death of the participant during the cycle, the above will apply; if death occurs after the
assigned targets have been achieved, the participant’s heirs will be acknowledged the right to obtain
payment of any bonus accrued.
f) Other Responsibilities of the Board of Directors
The Board, having heard the Committee’s opinion, may temporarily suspend the long-term monetary
incentive plan in the case of specific and particular circumstances.
The suspension of the effects coming from the right to bonus grant accrual under the long-term
monetary incentive plan will occur in any case in which such circumstances may affect the conditions
governing the execution of the plan, possibly altering the economic and financial preconditions and
jeopardizing its aims as defined in letter a) above.
The Board may, in all the cases mentioned above and having heard the Committee’s opinion, amend or
integrate the plan, the cycle and this Regulation, or order the lapse of the same plan if it is no longer
consistent with the Company’s situation, subject to any rights acquired in the meantime as a result of
the three-year period of reference having elapsed and the other requirements and conditions of this
Regulation being met.
g) Any Support for the Plan by the Special Fund for the Encouragement of Employee Participation
in Enterprises, pursuant to Art. 4, paragraph 112 of Law No. 350 dated December 24, 2003
Not applicable
Stock Option Plan for Officers 2000
By resolution of the Board of Directors held on March 20, 2000, the Company approved a stock option
plan for officers, which, by resolution of the shareholders’ meeting held on April 28, 2008 was replaced,
only for the not executed part, by the "stock option Plan for top management” and by the “long-term
monetary incentive Plan linked to the appreciation of the Italcementi shares for officers”, whose main
elements will be reported hereunder.
Overall, in execution of such Plan, 3,483,223 options were granted to the Group’s management.
The figures mentioned above do not take into account the options granted to the former Chief Operating
Officer and to the Chief Executive Officer when he was an employee of the Company. Including also such
offices, the total options granted amount to 4,196,823, i.e. 1.496% of share capital.
No options were exercised during the year.
The options granted in execution of the Plan and not yet exercised amount to a total of 2,269,316.
Stock Option Plan for the Top Management 2008
The shareholders' meeting held on April 28, 2008 approved a second stock option plan for officers, which,
for the not executed part, replaces the Stock Option Plan for officers described above.
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