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2011 Annual Report - Italcementi Group

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<strong>2011</strong> <strong>Annual</strong> <strong>Report</strong><br />

Presentation 4<br />

General information 15<br />

<strong>Annual</strong> <strong>Report</strong> Consolidated <strong>Annual</strong> <strong>Report</strong> Directors’ report 150<br />

Extraordinary session <strong>Italcementi</strong> S.p.A. <strong>Annual</strong> <strong>Report</strong> Separate financial statements 239<br />

euro), but the reduction in proceeds from the sale of non-current assets was even greater,<br />

41.5 million euro against 123.8 million euro.<br />

Dealings with related parties<br />

<strong>Italcementi</strong> S.p.A. had dealings with the following related parties:<br />

- the parent Italmobiliare S.p.A., and companies of the Italmobiliare group (subsidiaries,<br />

joint ventures, associates and their subsidiaries);<br />

- subsidiaries, joint ventures, associates and their subsidiaries;<br />

- other related parties.<br />

Transactions with related parties reflect <strong>Italcementi</strong> S.p.A.’s interest in leveraging the<br />

synergies within the <strong>Group</strong> to enhance production and commercial integration, employ<br />

competencies efficiently and rationalize use of corporate divisions and financial resources.<br />

No atypical or unusual transactions took place during the year.<br />

All dealings with related parties, whether financial or relating to the exchange of goods and<br />

services, are conducted at normal market conditions and comply with the Code of Conduct.<br />

The figures pertaining to dealings with related parties and their effect on the company’s<br />

financial position and results of operations are provided in the notes (note 32).<br />

As regards corporate governance, <strong>Italcementi</strong> S.p.A. has adopted the “Procedures for<br />

dealings with related parties”, detailed in the section dedicated to “Corporate governance”.<br />

Dealings with Italmobiliare S.p.A. and Italmobiliare group<br />

companies<br />

<strong>Italcementi</strong> S.p.A. is subject to management and coordination by Italmobiliare S.p.A..<br />

Italmobiliare S.p.A.’s management and coordination activities and the intragroup dealings<br />

with Italmobiliare S.p.A. and the other companies subject to its management and<br />

coordination have positively influenced operations and financial results, creating an efficient<br />

use of resources and skills present in and of mutual interest to the two companies.<br />

<strong>Italcementi</strong> S.p.A. provides Italmobiliare S.p.A. and that company’s subsidiaries with<br />

personnel administration services and receives and provides services. It also provides<br />

Italmobiliare S.p.A. with a share register management service and administration services<br />

for shareholders' meetings.<br />

Following the introduction of the “tax consolidation” regime in Italian tax law, <strong>Italcementi</strong><br />

S.p.A. and some of its Italian subsidiaries elected national tax consolidation as per articles<br />

117-129 of the Consolidated Income Tax Act (TUIR), with Italmobiliare S.p.A. as the<br />

consolidating company.<br />

<strong>Italcementi</strong> S.p.A. does not hold nor held during the year, directly or indirectly, Italmobiliare<br />

S.p.A. shares.<br />

155<br />

www.italcementigroup.com

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