2012 Annual Report - Italcementi Group

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We ascertained that the Remuneration Committee had formulated adequate guidelines (with regard to both merit and procedure) for the definition and execution of the company’s remuneration policy; said guidelines are included in the Remuneration Report to be presented by the Board of Directors to the Annual General Meeting pursuant to art. 123 ter of the Consolidated Law on Finance. The company’s compliance with the new text of the Voluntary Code of Conduct approved by the Committee for the Corporate Governance of listed companies in December 2011, is illustrated in a manner we deem appropriate and complete, in the relevant section of the Directors’ Report to the Annual General Meeting. This document, together with the company By-Laws and other codes and regulations adopted by the company, constitute the Corporate Governance system in force in Italcementi and the Group companies. We ascertained that the members of this Board met the requirements of professionalism and independence and ascertained the methods and results of application of the self-assessment procedure followed by the Board of Directors with specific regard to the requirements set out for independent directors. It is noted that the directors also acquired the results of an analysis performed by a specialized independent company regarding the assessment of the size, composition and workings of the Board of Directors and of its Committees, also highlighting possible areas of improvement. For the purpose of vigilance of the independence of the Audit Firm, pursuant to art. 19, par1, let d) of Law 39/2010, this board acknowledges the content of the “Transparency report” updated to December 2012 and drafted by the Audit Firm and published on its web site and also received on March 22, 2013, the written statement as per art. 17, par. 9, let. a) of Law 39/2010. The Audit Firm informed this board of the amount of the fees received for activities other than the audit performed by the Audit Firm itself or by Italian and/or international parties belonging to its network. These fees are set out in the table below (figures in Euro/000). Activities Italcementi Subsidiaries Total Attestation 98 75 173 Other services 176 32 208 Total 274 107 381 With regard to the “Principles on the independence of the Audit Firm” issued by the National Council of Accountants and referred to in Consob resolution no. 15185, we observe that the fees in question do not appear to present any critical elements relating to the independence of the Audit Firm. The Board of Statutory Auditors and the Audit Firm did not issue any opinions envisaged by law during the fiscal year. No complaints under art. 2408 of the Italian Civil Code nor claims of any other nature reached this board during the fiscal year. During our activity and based on the information obtained, we found no omissions, censurable actions, irregularities or other material facts of a nature such as to be reported to the Supervisory Authorities or to be mentioned in this Report. The activities of this board were conducted at 20 meetings, of which 3 held jointly with the Control & Risks Committee, and by attending 6 meetings of the Board of Directors and 1 meeting of the Executive Committee, 6 meetings of the Control & Risks Committee and 2 meetings of the Remuneration Committee. Also, as noted above, we met on the occasion of the meetings of the Comités des comptes of CimentsFrançais S.A. and of the supervisory body of Italmobiliare S.p.A.. 308
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 Statutory Auditors has no remarks regarding the approval of the financial statements as at and for the year to December 31, 2012, as prepared by the Directors, and regarding the proposal to pay a dividend by withdrawing the amounts from the extraordinary reserve. Bergamo, March 25, 2013 The Board of Statutory Auditors Prof. Maria Martellini – Chairman Dott.ssa Luciana Gattinoni – Standing Auditor Prof. Mario Comana – Standing Auditor 309 www.italcementigroup.com
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2012 Annual Report
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Contents PRESENTATION Letter to the
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Letter to the stakeholders Consolid
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Italcementi Group in the world (as
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Highlights Contribution to consolid
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Share prices and market capitalizat
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E) Share prices and market capitali
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Italcementi S.p.A. Directors, Offic
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Lorenzo Renato Guerini (Director si
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Alberto Clô (Director since May 4,
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Yves René Nanot (Director since Ju
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Board of Statutory Auditors Maria M
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Notice of Call Those who are entitl
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Appointment of the Board of Directo
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Annual Report Consolidated Annual R
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2012 Annual Report Presentation 4 G
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Financial statements Statement of f
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Statement of comprehensive income N
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Statement of cash flows Notes 2012
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21. Deferred tax assets and Deferre
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Amendments to IAS 12 “Income taxe
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1.3. Basis of consolidation The con
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Changes in equity interests in subs
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Operating lease payments are recogn
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1.15. Cash and cash equivalents Cas
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1.18. Share-based payments The Grou
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1.24. Government grants Government
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4. Operating segment disclosure The
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The table below sets out segment re
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The table below sets out other segm
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The useful life adopted by the Grou
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Assumptions used for the computatio
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7. Intangible assets in thousands o
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10. Other non-current assets This c
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15. Reserves Translation reserve Th
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Net liabilities determined on the b
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The table below sets out key data f
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appeal and by the regional court of
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22.1 Financial liabilities Financia
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Bond loans f) The Italcementi Group
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The bond was assigned a Ba2 Moody
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At December 31, 2012 lines of credi
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22.3.1 Fair value of derivatives Th
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22.4 Interest-rate risk management
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The Group companies operate chiefly
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From 2008 to 2012, the Group transa
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26. Services Services amounted to 1
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29. Non-recurring income (expense)
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The income statement and the statem
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Diluted earnings per share Diluted
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36. Joint ventures The Group’s mo
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Net debt (in thousands of euro) amo
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Annex 1 The following table shows i
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Company Registered office Share cap
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Company Registered office Share cap
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Separated financial statements 241
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Page 259 and 260: 2012 Annual Report Presentation 4 G
Page 305 and 306: Annexes 303 www.italcementigroup.co
Page 308 and 309: ITALCEMENTI S.P.A. REPORT OF THE BO
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Page 316 and 317: Sustainability disclosure Italcemen
Page 318 and 319: In 2010, the Group reinforced its a
Page 320 and 321: 2 Looking forward 2.1 Targets 2015
Page 322 and 323: 3 Social responsibility 3.1 Valuing
Page 324 and 325: 2012 2011 2010 2012 2011 2010 Italy
Page 326 and 327: Trainees (%) 2012 2011 2010 Manager
Page 328 and 329: 3.3 Health and product responsibili
Page 330 and 331: The Social Initiatives Policy reinf
Page 332 and 333: In 2012, Energy Efficiency Certific
Page 334 and 335: Power consumption, concrete 2012 20
Page 336 and 337: 4.3 Air emissions At the end of 201
Page 338 and 339: Water consumption, cement 2012 2011
Page 340 and 341: Quarry management, cement (*) Matur
Page 342 and 343: 5.2 Quality The Group is committed
Page 344 and 345: 5.4 Sustainable construction Italce
Page 346 and 347: 6 Reporting and additional informat
Page 349 and 350: 6.4 Boundaries and reporting method
Page 351 and 352: Training management system Hours of
Page 353 and 354: Extraordinary session 351 www.italc
Page 357 and 358: Summary of resolutions The Annual G
Page 359 and 360: at an extraordinary session: to ren
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April 2013 Project by LSVmultimedia
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2012 Annual Report - Italcementi Group

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