2011 Annual Report - Italcementi Group

More documents

Recommendations

Info

time to express their point of view, and iii) the information flow among Board of Directors, Statutory Auditors and External auditors is positive and fruitful. During 2011 the Board of Directors met 6 times in total; 16 directors, of whom 7 independents, attended all the meetings, 2 directors, both independent, attended 5 meetings, 1 independent director attended 4 meetings, 1 director attended 3 meetings. The average length of meetings of the Board of Directors held during the year was of approximately 3 hours and 20 minutes. The entire Board of Statutory Auditors attended 5 of the meetings; two auditors were present at the other meeting. Upon invitation, the Chief Operating Officer of the Company attended all the meetings of the Board of Directors, as did the Manager in charge of preparing the company’s financial reports. Moreover, some officers of the Company and of subsidiaries and managers responsible for Company functions, from time to time involved, took part at the meetings to refer upon the items on the agenda of their fields. The Board, at the time of examining and approving the periodic financial reports, also evaluated the overall management’s performance, taking into account information provided by the executives and comparing results achieved with ones targeted. During 2012 the Board of Directors has so far met twice, the first time to examine revenues for 2011 and the outlook for 2012, the second to approve – among other things – the draft financial statements for 2011. During the year no fewer than a further three meetings are currently planned to approve the interim accounts. During 2011 the Executive committee has so far met twice, once with all its members present and the other time with the attendance of 5 members. The average length of meetings of the Executive committee held during the year was of approximately 1 hour and 15 minutes. During 2012, Executive committee has not met yet. During 2011, the «Lead independent director» met once with the other independent directors. Assignment of duties and granting of powers The Italcementi S.p.A. Board of Directors has 16 non-executive directors out of a total of 20. Among the nonexecutive directors, 10 are independent. The Chairman, the Executive Deputy Chairman and the Deputy Chairman are deemed as executive directors in consideration of the duties and powers granted to them. The Chief Executive Officer belongs to the executive directors. The Board of Directors, upon his/her appointment, determines duties and powers and sets any quantitative limits on the exercise of such powers. The granting of powers (including those of the Chief Operating Officer) is based on the principle of segregation of duties. The granting of powers, i.e., the assignment of operational powers to one or more directors and/or to the Executive Committee does not exclude the prerogative of the Board of Directors, which in any case holds a greater power of guidance and control over the general business of the company in its various aspects. Three of the 6 members of the Executive Committee, are executive directors; the others, two of whom independent, are, in any case, deemed non-executive directors. That because the Company’s Executive Committee does not meet on a regular basis and in fact only meets when it is necessary to promptly adopt specific resolutions. The Code of Conduct promoted by Borsa Italiana S.p.A., also, agrees with this interpretation provided that, as in this case, the director is not granted individual executive powers. 188
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 Legal representation of the Company is granted by the by-laws, severally, to the Chairman, Deputy Chairman (or Deputy Chairmen) and to the Chief Executive Officer (or Chief Executive Officers). Within the Board of Directors, the allocation of powers is as follows: • to the Executive Committee, consisting of six members, all the powers of the Board of Directors, except for those which the Italian Civil Code and the by-laws do not allow to be delegated. As specified at the time of its appointment, the resolutions of the Executive Committee must be reported to the next Board of Directors’ meeting; • to the Chairman, Mr. Giampiero Pesenti, considering his role in the holding company and his consolidated experience in the Company scope of activity, among other duties and in addition to the powers envisaged by the Company by-laws and by the other Corporate Governance Codes, the duties to oversee application of the Corporate Governance principles approved by the Board of Directors and to propose any amendment to them; indicate general strategic guidelines for Group business; specify the general policies for annual and interim financial statements as well as the general financial policies of the Group; approve the most important organizational changes (regarding both Italcementi S.p.A. and the main directly or indirectly subsidiaries) upon proposals of the Chief Executive Officer or of the Chief Operating Officer; approve the significant changes to the Group’s corporate structure, approve, for further submission to the Board of Directors or the Executive Committee, the most important transactions regarding acquisitions, disposals, capital expenditure, development in new initiatives and, generally, extraordinary transactions; indicate general policies for recruiting, training and managing staff and determine, also upon proposals of the Chief Executive Officer, the recruitment, remuneration (after consulting the Remuneration Committee and receiving the approval of the Board of Directors where envisaged), promotions, transfers, suspensions, termination or contract review for senior managers of the Group in Italy and in the other countries where the Group operates; deal with external communication. In addition, besides the powers needed to carry out the assigned duties, the Chairman has been granted powers to undertake securities and real estate transactions, with a limit of 50 million euro for each individual transaction with single signature and 75 million euro with joint signature with the Chief Executive Officer or the Chief Operating Officer; • to the Executive Deputy Chairman, Mr. Pierfranco Barabani, the powers to undertake property transactions up to the limit of 15 million euro for each individual transaction; • to the Deputy Chairman, Mr. Lorenzo Renato Guerini, the duty of supporting the international development by coordinating the activities within the scope of the Strategic Planning area as well as this of the Research center and making proposals on potential partners and institutions which will be able to support on defining Group’s international development projects; • to the Chief Executive Officer, Mr. Carlo Pesenti, among other duties, the responsibility for supervising management policies, business development strategies and coordination of the Company’s and of the main direct or indirect subsidiaries’ transactions, issuing the appropriate instructions to the Chief Operating Officer and the other corporate bodies; proposing organizational and corporate structure changes; drafting the separate and consolidated financial statements, including the half-yearly and quarterly reports as envisaged by the law; preparing, with the assistance of the Chief Operating Officer, the annual budgets for Italcementi S.p.A. and the Group and long-term strategic plans; overseeing the financial management of the Company and the Group; signing technical/administrative contracts with subsidiaries and associates; under the general policies indicated by the Chairman, defining policies relating to the choice of senior managers and staff management of Italcementi S.p.A. and of the main direct or indirect subsidiaries; recruiting staff at all levels; appointing every kind of consultant. 189 www.italcementigroup.com
Page 1:
2011 Annual Report
Page 5 and 6:
2011 Annual Report Italcementi S.p.
Page 7 and 8:
The Group has decided to take a fur
Page 9 and 10:
2011 Annual Report Presentation Ita
Page 11 and 12:
Page 13 and 14:
Page 15 and 16:
Page 17 and 18:
2011 Annual Report Presentation 4 G
Page 19 and 20:
Page 21 and 22:
Page 23 and 24:
Page 25 and 26:
Page 27:
Page 30 and 31:
Directors’ report Following the a
Page 32 and 33:
The Calcestruzzi group returned to
Page 34 and 35:
Financial performance in 2011 Key c
Page 36 and 37:
In cement and clinker, performance
Page 38 and 39:
Revenue and operating performance C
Page 40 and 41:
The loss relating to continuing ope
Page 42 and 43:
Net debt breakdown (in millions of
Page 44 and 45:
4. Implementation of defined mitiga
Page 46 and 47:
Financial disclosure risks The main
Page 48 and 49:
the negative trend in sales volumes
Page 50 and 51:
Ready mixed concrete sales volumes
Page 52 and 53:
ASIA Thailand India Others (1) Tot
Page 54 and 55:
70% by Fotowatio Italy, a subsidiar
Page 56 and 57:
During the year Italcementi S.p.A.
Page 58 and 59:
Raw materials and alternative fuels
Page 60 and 61:
Engineering, technical assistance,
Page 62 and 63:
After a revenue decline in 2009 and
Page 64 and 65:
Outlook The markets on which the Gr
Page 66 and 67:
Financial statements Statement of f
Page 68 and 69:
Statement of comprehensive income N
Page 70 and 71:
Statement of cash flows Notes 2011
Page 72 and 73:
21. Deferred tax assets and Deferre
Page 74 and 75:
limits in question. The benefits ar
Page 76 and 77:
Associates Associates are companies
Page 78 and 79:
1.5 Translation of foreign currency
Page 80 and 81:
Subsequent to initial recognition,
Page 82 and 83:
Deferred tax assets and deferred ta
Page 84 and 85:
1.21. Trade payables and other paya
Page 86 and 87:
2. Exchange rates used to translate
Page 88 and 89:
4. Operating segment disclosure The
Page 90 and 91:
The table below sets out segment re
Page 92 and 93:
The table below sets out other segm
Page 94 and 95:
5.2 Investment property (in thousan
Page 96 and 97:
As in 2010, for the CGUs in the EU
Page 98 and 99:
Sensitivity analysis With reference
Page 100 and 101:
Other equity investments at Decembe
Page 102 and 103:
14. Share capital and Share premium
Page 104 and 105:
Net liabilities determined on the b
Page 106 and 107:
The table below sets out key data f
Page 108 and 109:
of the favorable ruling obtained in
Page 110 and 111:
22.1 Financial liabilities Financia
Page 112 and 113:
No drawings had been made on the sy
Page 114 and 115:
As a result of the Moody’s rating
Page 116 and 117:
At December 31, 2011, lines of cred
Page 118 and 119:
22.3.1 Fair value of derivatives Th
Page 120 and 121:
22.4.1 Interest-rate risk hedging T
Page 122 and 123:
With regard to financing for subsid
Page 124 and 125:
In 2011, in view of the surplus acc
Page 126 and 127:
26. Services Services amounted to 1
Page 128 and 129:
28. Other operating income (expense
Page 130 and 131:
The reconciliation between the tax
Page 132 and 133:
35. Earnings per share Earnings per
Page 134 and 135:
36. Transactions with related parti
Page 136 and 137:
38. Statement of cash flows 38.1 Ca
Page 138 and 139:
40. Audit fees (as per CONSOB Resol
Page 140 and 141: Annex 1 The following table has bee
Page 142 and 143: Company Registered office Share cap
Page 150 and 151: 148
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
Page 172 and 173: - Selection of priority risks and d
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 180 and 181: * Mittel S.p.A. - Director Pierfran
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 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
Page 200 and 201: * indicates the responsibilities, p
Page 202 and 203: consolidated financial statements.
Page 204 and 205: to apportion the profit for the yea
Page 206 and 207: Department of Human Resources and O
Page 208 and 209: A) VARIABLE COMPONENTS Under the Po
Page 210 and 211: This plan aims at: - tying the over
Page 212 and 213: The variable components are aligned
Page 214 and 215: With reference to the other offices
Page 216 and 217: The Board of Directors may also gra
Page 218 and 219: ) Plan Management The corporate bod
Page 220 and 221: g) Any Support for the Plan by the
Page 222 and 223: position of the role of each benefi
Page 224 and 225: 2) With respect to the stock option
Page 226 and 227: Name, surname Position Period durin
Page 228 and 229: Yves René Nanot Marco Piccinini At
Page 230 and 231: Monetary Incentive Plans in Favor o
Page 232 and 233: Participation of Governing and Supe
Page 234 and 235: 3) Term of the authorization. The a
Page 236 and 237: specifically, with laws and regulat
Page 238 and 239: Each section shall list in progress
Page 240 and 241:
238
Page 242 and 243:
Financial statements Statement of f
Page 244 and 245:
Statement of comprehensive income (
Page 246 and 247:
Statement of cash flows (euro) Note
Page 248 and 249:
Notes The Italcementi S.p.A. financ
Page 250 and 251:
1.2. Accounting policies and basis
Page 252 and 253:
1.7. Property, plant and equipment
Page 254 and 255:
1.13. Inventories Inventories are m
Page 256 and 257:
Past service cost Changes in liabil
Page 258 and 259:
Interest income Interest income is
Page 260 and 261:
2.1 Investment property Investment
Page 262 and 263:
The list of investments in subsidia
Page 264 and 265:
Current assets 6. Inventories (in t
Page 266 and 267:
Equity 12. Share capital At Decembe
Page 268 and 269:
Dividends paid Dividends approved i
Page 270 and 271:
18. Deferred tax assets and deferre
Page 272 and 273:
19. Net debt An itemized correlatio
Page 274 and 275:
Main bank loans and drawn and avail
Page 276 and 277:
At December 31, 2011, the average m
Page 278 and 279:
19.3.1 Fair value of derivatives Th
Page 280 and 281:
19.4.1 Interest-rate risk hedging T
Page 282 and 283:
ELECTRICITY In 2011, Italcementi S.
Page 284 and 285:
Income statement 23. Revenue Revenu
Page 286 and 287:
Stock options The company has set u
Page 288 and 289:
30. Finance income (costs), exchang
Page 290 and 291:
Breakdown of receivables and payabl
Page 292 and 293:
Commitments with related parties (i
Page 294 and 295:
(Breakdown of revenue and costs wit
Page 296 and 297:
(Breakdown of revenue and costs wit
Page 298 and 299:
Impact of transactions with related
Page 300 and 301:
34. Audit fees Pursuant to the CONS
Page 302 and 303:
Annex 1 Highlights from the most re
Page 304 and 305:
Report of the Board of Statutory Au
Page 306 and 307:
On the other hand, the absence of a
Page 310 and 311:
308
Page 312 and 313:
Report of the Board of Directors Pr
Page 314 and 315:
Current text ordinary and/or saving
Page 316 and 317:
Current text In each list, the name
Page 318 and 319:
Current text If there are no lists,
Page 320 and 321:
Current text means of another perso
Page 322 and 323:
Current text If a subject connected
Page 324 and 325:
The proposed amendments do not gran
Page 326 and 327:
• operate, in compliance with cur
Page 328:
Corporate bodies resulting from the
show all

2011 Annual Report - Italcementi Group

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?