2011 Annual Report - Italcementi Group

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* Mittel S.p.A. - Director Pierfranco Barabani * SACBO S.p.A. - Director Carlo Pesenti * Italmobiliare S.p.A. - Director - Chief Operating Officer * Ciments Français S.A. - Deputy Chairman * Mediobanca S.p.A. - Director * RCS MediaGroup S.p.A. - Director * Ambienta SGR - Director Giulio Antonello * Alerion Clean Power S.p.A. - Chief Executive Officer * Industria e Innovazione S.p.A. - Director * Reno de Medici S.p.A. - Director Alberto Bombassei * Brembo S.p.A. - Chairman – Chief Executive Officer * Atlantia S.p.A. - Director * Nuovo Trasporto Viaggiatori S.p.A. - Director * Pirelli S.p.A. - Director * Fiat Industrial S.p.A. - Director Giorgio Bonomi * Italmobiliare S.p.A. - Director * IGP - Decaux S.p.A. - Director Alberto Clô * Atlantia S.p.A. - Director * De Longhi S.p.A. - Director * Iren S.p.A. - Director Federico Falck * Falck S.p.A. - Chairman * Falck Renewables S.p.A. - Chairman * Banca Popolare di Sondrio S.c.r.l. - Director * Avvenire Nuova Editoriale Italiana S.p.A - Director * Falk Renewables Wind Ltd. - Director Carlo Garavaglia * Beltrame Holding S.p.A. - Chairman * Comitalia Compagnia Fiduciaria S.p.A. - Chairman Board of Statutory Auditors * Cordfin S.p.A. - Director * De Longhi S.p.A. - Director * Elba Assicurazioni S.p.A. - Chairman * Eunomia S.p.A. - Chairman * Habitat S.p.A. - Statutory Auditor * Unione di Banche Italiane S.c.p.A. - Supervisory Director * Del Clima S.p.A. - Director Italo Lucchini * Italmobiliare S.p.A. - Deputy Chairman * Unione di Banche Italiane S.c.p.a. - Supervisory Director * Ciments Français S.A. - Director * BMW Italia S.p.A. - Chairman Board of Statutory Auditors * BMW Financial Services Italia S.p.A. - Chairman Board of Statutory Auditors 178
2011 Annual Report Presentation 4 General information 15 Annual Report Consolidated Annual Report Directors’ report 150 Extraordinary session Italcementi S.p.A. Annual Report Separate financial statements 239 * Cartiere Fedrigoni & C. S.p.A. - Chairman Board of Statutory Auditors * Fedrigoni S.p.A. - Chairman Board of Statutory Auditors Sebastiano Mazzoleni * Italmobiliare S.p.A. - Director * Ciments Français S.A. - Director (representing italcementi Ingegneria S.r.l.) Yves René Nanot * Ciments Français S.A. - Chairman * Asia Cement Public Co. Ltd - Director * Ciments du Maroc - Director * Essroc Corporation - Director * Suez Cement Company - Director * Zuari Cement Ltd - Director Marco Piccinini * Ferrari S.p.A. - Director * Finter Bank Zürich - Director * Montezemolo & Partners S.p.A. - Director Attilio Rota * Banca d’Italia – Bergamo branch - Director - Examiner Carlo Secchi * Allianz S.p.A. - Director * Expo 2015 S.p.A. - Director * Mediaset S.p.A. - Director * Pirelli & C. S.p.A. - Director * A2A S.p.A. - Management Board member Elena Zambon * Secofind S.I.M. S.p.A. - Chairman * Zambon S.p.A. - Chairman * Zambon Company S.p.A. - Director * Fondo Strategico Italiano S.p.A. - Director Emilio Zanetti * Unione di Banche Italiane S.c.p.a. - Chairman of the Operating Board * Banca Popolare di Bergamo S.p.A. - Chairman * SACBO S.p.A. - Deputy Chairman The report on the financial statements of the Board of Statutory Auditors provides for a list of the positions held by each of its members at the date of the report’s publication, in joint stock companies, limited liabilities companies and in partnerships. Legal representation – Executives According to the by-laws, legal representation of the Company vis-à-vis third parties and in lawsuits lies with the Chairman and, if appointed, the Deputy Chairman (or Deputy Chairmen) and the Chief Executive Officer (or Chief Executive Officers). The Board of Directors has granted to an Executive Committee all its powers, except those that the Italian Civil Code and the by-laws do not allow to be delegated. The resolutions of the Executive Committee are reported to the Board of Directors at the first following meeting. The Board of Directors has appointed an Executive Deputy Chairman, a Deputy Chairman, a Chief Executive Officer and a Chief Operating Officer. 179 www.italcementigroup.com
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2011 Annual Report
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2011 Annual Report Italcementi S.p.
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The Group has decided to take a fur
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2011 Annual Report Presentation Ita
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2011 Annual Report Presentation 4 G
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Directors’ report Following the a
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The Calcestruzzi group returned to
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Financial performance in 2011 Key c
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In cement and clinker, performance
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Revenue and operating performance C
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The loss relating to continuing ope
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Net debt breakdown (in millions of
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4. Implementation of defined mitiga
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Financial disclosure risks The main
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the negative trend in sales volumes
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Ready mixed concrete sales volumes
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ASIA Thailand India Others (1) Tot
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70% by Fotowatio Italy, a subsidiar
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During the year Italcementi S.p.A.
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Raw materials and alternative fuels
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Engineering, technical assistance,
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After a revenue decline in 2009 and
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Outlook The markets on which the Gr
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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 2011
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21. Deferred tax assets and Deferre
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limits in question. The benefits ar
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Associates Associates are companies
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1.5 Translation of foreign currency
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Subsequent to initial recognition,
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Deferred tax assets and deferred ta
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1.21. Trade payables and other paya
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2. Exchange rates used to translate
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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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5.2 Investment property (in thousan
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As in 2010, for the CGUs in the EU
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Sensitivity analysis With reference
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Other equity investments at Decembe
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14. Share capital and Share premium
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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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of the favorable ruling obtained in
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22.1 Financial liabilities Financia
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No drawings had been made on the sy
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As a result of the Moody’s rating
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At December 31, 2011, lines of cred
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22.3.1 Fair value of derivatives Th
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22.4.1 Interest-rate risk hedging T
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With regard to financing for subsid
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In 2011, in view of the surplus acc
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26. Services Services amounted to 1
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28. Other operating income (expense
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Page 140 and 141: Annex 1 The following table has bee
Page 142 and 143: Company Registered office Share cap
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Page 152 and 153: Directors’ report Any changes in
Page 154 and 155: which remained the most dynamic com
Page 156 and 157: Statement of financial position, ca
Page 158 and 159: Dealings with subsidiaries, joint v
Page 160 and 161: Risks and uncertainties Italcementi
Page 162 and 163: Ratings risks The Group’s ability
Page 164 and 165: January 2011 entitled “Europe at
Page 166 and 167: Ciments Français S.A. profit for t
Page 168 and 169: INFORMATION ON OWNERSHIP STRUCTURE
Page 170 and 171: l) Laws applicable to the appointme
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Page 174 and 175: ) implementing the guidelines defin
Page 176 and 177: A) ORGANIZATIONAL STRUCTURE Board o
Page 178 and 179: No limits to re-eligibility of dire
Page 182 and 183: The Code provides for the Board of
Page 184 and 185: Lastly, the Board of Directors, in
Page 186 and 187: ) a brief resume on the personal an
Page 188 and 189: ) evaluate the proposals made by ex
Page 190 and 191: time to express their point of view
Page 192 and 193: In addition, the Chief Executive Of
Page 194 and 195: During 2011 the Internal control co
Page 196 and 197: TABLE 1 STRUCTURE OF THE BOARD OF D
Page 198 and 199: to be noted that CONSOB, the Italia
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Page 204 and 205: to apportion the profit for the yea
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Page 208 and 209: A) VARIABLE COMPONENTS Under the Po
Page 210 and 211: This plan aims at: - tying the over
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Page 214 and 215: With reference to the other offices
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Page 222 and 223: position of the role of each benefi
Page 224 and 225: 2) With respect to the stock option
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Monetary Incentive Plans in Favor o
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Participation of Governing and Supe
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3) Term of the authorization. The a
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specifically, with laws and regulat
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Each section shall list in progress
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238
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Financial statements Statement of f
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Statement of comprehensive income (
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Statement of cash flows (euro) Note
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Notes The Italcementi S.p.A. financ
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1.2. Accounting policies and basis
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1.7. Property, plant and equipment
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1.13. Inventories Inventories are m
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Past service cost Changes in liabil
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Interest income Interest income is
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2.1 Investment property Investment
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The list of investments in subsidia
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Current assets 6. Inventories (in t
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Equity 12. Share capital At Decembe
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Dividends paid Dividends approved i
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18. Deferred tax assets and deferre
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19. Net debt An itemized correlatio
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Main bank loans and drawn and avail
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At December 31, 2011, the average m
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19.3.1 Fair value of derivatives Th
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19.4.1 Interest-rate risk hedging T
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ELECTRICITY In 2011, Italcementi S.
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Income statement 23. Revenue Revenu
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Stock options The company has set u
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30. Finance income (costs), exchang
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Breakdown of receivables and payabl
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Commitments with related parties (i
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(Breakdown of revenue and costs wit
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(Breakdown of revenue and costs wit
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Impact of transactions with related
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34. Audit fees Pursuant to the CONS
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Annex 1 Highlights from the most re
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Report of the Board of Statutory Au
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On the other hand, the absence of a
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308
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Report of the Board of Directors Pr
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Current text ordinary and/or saving
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Current text In each list, the name
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Current text If there are no lists,
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Current text means of another perso
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Current text If a subject connected
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The proposed amendments do not gran
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• operate, in compliance with cur
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Corporate bodies resulting from the
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