2012 Annual Report - Italcementi Group

2012 Annual Report
Presentation 4
General information 14
Annual Report Consolidated Annual Report Directors’ report 30
Sustainability disclosure Italcementi S.p.A. Annual Report Consolidated financial statements 63
Extraordinary session 351
Transactions with related parties
For the purposes of the consolidated financial statements, dealings with related parties
concerned:
- the parent Italmobiliare S.p.A. and the Italmobiliare group companies (subsidiaries, joint
ventures, associates and their subsidiaries);
- Italcementi S.p.A. subsidiaries not consolidated;
- joint ventures and their subsidiaries;
- associates and their subsidiaries;
- other related parties.
Key figures at December 31, 2012 for transactions with related parties are provided in the
notes (note 35).
Transactions with related parties reflect Italcementi S.p.A.’s interest in leveraging the
synergies within the Group to enhance production and commercial integration, employ
competencies efficiently and rationalize use of corporate divisions and financial resources.
All dealings with related parties, whether financial or relating to the exchange of goods and
services, are conducted at normal market conditions and comply with the Code of Conduct.
No atypical or unusual transactions as defined by Consob Communication no. DEM /
6064293 of July 28, 2006 took place during the year.
Transactions with Italmobiliare S.p.A. and Italmobiliare group companies
Italcementi S.p.A. is subject to management and coordination by Italmobiliare S.p.A..
Italcementi S.p.A. provides Italmobiliare S.p.A. and that company’s subsidiaries with
personnel administration services and receives and provides services. It also provides
Italmobiliare S.p.A. with a share register management service and administration services
for shareholders' meetings.
Following the introduction of the “tax consolidation” regime in Italian tax law, Italcementi
S.p.A. and some of its Italian subsidiaries elected national tax consolidation as per articles
117-129 of the Consolidated Income Tax Act (TUIR), with Italmobiliare S.p.A. as the
consolidating company.
Italcementi S.p.A. does not hold nor held during the year, directly or indirectly, Italmobiliare
S.p.A. shares.
Transactions with subsidiaries, joint ventures, associates and their subsidiaries
Transactions with subsidiaries not consolidated on a line-by-line basis and with the other
companies are of a trading nature (exchange of goods and/or services) and a financial
nature.
Transactions with other related parties
In 2012, Finsise S.p.A., whose majority shareholder is Italo Lucchini, a director of
Italcementi S.p.A., provided administrative, financial, contractual, tax and corporate reorganization
consultancy services for a consideration of 360,000 euro. A similar contract for
an annual consideration of 10,500 euro exists between Finsise S.p.A. and the subsidiary
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