2012 Annual Report - Italcementi Group

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In 2010, the Group reinforced its ambitions by adhering to the United Nations Global Compact (UNGC). The Group decided to embrace, support and enact the Ten Principles in the areas of human rights, labour standards, environment and anti-corruption, within its sphere of business influence. Consistently, subsidiaries join and take active role in the existing Regional Networks of the UNGC. Communication on Progress on page 351 shows the Group contribution across the Ten Principles and the Millennium Development Goals. After years of consolidation of existing practices, in 2008 the Group has started a process of standardization promoting effective off-shore policy based on challenging minimum requirements grounded on the home country legislation and best practices. The objective is to drive the improvement through a comprehensive set of standards and best practices, setting minimum compliance criteria beyond countries legislation or local practices. 316
1.2 Integrity The Code of Ethics, defining the rules of behaviour and the principles applicable to employees and to all those establish any form of relationship with Italcementi, is the foundation of the Group Governance. It is now undergoing an upgrading process. The Charter of Values sets the basic principles underlying the governance model for the company and its employees. It identifies the Group commitment in terms of honesty, fairness, integrity, transparency and mutual respect in managing the company and in its relations with stakeholders and markets. It is the reference for all the Group Policies. The Italcementi Board of Directors approved the Italcementi Group Corporate Governance Framework (Framework), a set of common principles and rules related to the activities of the Board of Directors to be applied throughout the Group Companies. The Framework is made up of 31 Principles, also including Sustainability Policies, belonging to the major areas of the Board Operations along with the related application criteria, enforced for all the Group subsidiaries. A Group-wide Anti Bribery Compliance Programme, along with specific Rules of Conduct, approved by the Board of Directors of Italcementi and binding upon the Group as a whole, is being implemented, jointly with specific rules of conduct, in all the subsidiaries, starting from the Countries of concern where the Group operates, as identified by the World Bank and Transparency International (they represent 57% of the Group revenues in 2012). The implementation now stands at 60% at Group level (35% in 2011). The Programme, is part of a wider project aimed at reducing all relevant risks in terms of Corporate Criminal Liability. Within the scope of this project, Italcementi adopted an Organization, Management and Control Model targeting, among others, corruption and bribery prevention, in order to comply with Italian Legislative Decree 231 of 2001. The Group is sharing its best practices and experience within the Italian network of the UNGC. Italcementi has also launched a Group Antitrust Compliance Programme, providing a formal framework (including policies, guidelines, processes, monitoring and reporting activities) to ensure that the business as a whole complies with antitrust laws and to minimize the risks by assisting companies to promptly identify them and take remedial actions. Subsidiaries are now developing and formally adopting local antitrust compliance programs (all the Countries have adopted their own national programme by resolutions of the Board of Directors or General Management), in accordance with their specific needs and priorities, customizing the vision, principles and key features of the Group programme. The Group also issued corporate antitrust guidelines in order to support the subsidiaries in developing local rules of conduct in the dealing with specific subjects. The implementation now stands around 90% at Group level (70% in 2011). The Group Enterprise Risk and Compliance Programme, ensuring better risk management and audit systems, now stands at 98% of implementation at Group level (96% in 2011). The programme is linked to the long-term incentive scheme of Group managers. With the aim to support all the initiatives above mentioned, the Group has started implementing its Integrated Internal Audit Programme, also addressing health, safety, environmental, antitrust and anti-corruption bribery issues over a period of three years. The objective is to better assess and contribute to the improvement of risk management control and governance processes using a systematic and disciplined approach. Risk levels and audit ratings are homogenously defined over five levels. Corrective action plans are discussed with the involved Group and local functions. 317 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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Italcementi S.p.A. Annual Report 14
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Page 267 and 268: 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
Page 310 and 311: We ascertained that the Remuneratio
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Page 316 and 317: Sustainability disclosure Italcemen
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
Page 362: April 2013 Project by LSVmultimedia
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2012 Annual Report - Italcementi Group

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