2011 Annual Report - Italcementi Group

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TABLE 1 STRUCTURE OF THE BOARD OF DIRECTORS AND COMMITTEES Board of Directors Executive Committee Internal Control Committee Remuneration Committee Committee for Transactions with Related Parties Position Member Executives Non executives Indipend. Attendance No. other posts Member Attendance Member Attendance Member Attendance Member Attendance Chairman Giampiero Pesenti • 6/6 7 • 2/2 Executive Deputy Pierfranco Barabani • 6/6 2 • 2/2 Chairman Deputy Chairman Lorenzo Renato Guerini • 4/4 - Chief Executive Officer Carlo Pesenti • 6/6 5 • 2/2 Director Giulio Antonello • 2/2 3 Director Alberto Bombassei • 4/6 5 • 5/5 Director Giorgio Bonomi • 6/6 2 Director Antonio Carosi • 0/2 - Director Alberto Clô • 5/6 3 • 4/5 • 3/3 Director Federico Falck • 6/6 5 • 1/2 • 5/5 • 3/3 Director Pietro Ferrero • 1/2 - Director Danilo Gambirasi • 6/6 - Director Carlo Garavaglia • 3/3 9 Director Italo Lucchini • 6/6 7 • 5/5 Director Sebastiano Mazzoleni • 6/6 1 Director Yves René Nanot • 6/6 6 • 2/2 Director Marco Piccinini • 3/6 3 Director Ettore Rossi • 6/6 - Director Attilio Rota • 6/6 1 • 2/2 • 5/5 • 3/3 Director Carlo Secchi • 6/6 4 • 5/5 • 3/3 Director Elena Zambon • 5/6 4 Director Emilio Zanetti • 6/6 3 • 5/5 194
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 TABLE 2 BOARD OF STATUTORY AUDITORS Position Member Attendance at meetings Chairman Maria Martellini 10/11 Acting Auditor Mario Comana 9/11 Acting Auditor Luciana Gattinoni 10/11 CODE OF ETHICS The Code, approved for the first time in 1993 and further modified, envisages that all employees and those who deal with the Group or act to achieve its objectives shall base their dealings and conduct on principles of honesty, fairness, integrity, transparency, confidentiality and mutual respect. To this end, at its meeting of February 2, 2001, the Italcementi Board of Directors approved the current version of the Code of Ethics which defines the rules for loyalty and fidelity, impartiality, protection of privacy and confidentiality of information, protection of people, the environment and company assets. The Code establishes the provisions which are the basis of the control processes and the accounting/operational information, and introduces rules to govern dealings with customers, suppliers, public institutions, political organizations and unions, and the media. CONFIDENTIAL INFORMATION In terms of managing confidential information, the Code, after recalling the obligation of confidentiality and the prohibition on using such information for personal gain, envisages the adoption of procedures for the disclosure of documents and information, with particular reference to price-sensitive information which may be disclosed only by people who are generally or specifically authorized to do so. At its meeting of February 2, 2001, the Company’s Board of Directors approved a specific procedure requiring strict compliance with the disclosure procedures and terms envisaged by the provisions in force, in full alignment with the principle of fairness and contextuality. Regarding relationships with institutional investors and other shareholders, based, as envisaged by the Code, on continuous attention, the organization notices issued by the Chief Executive Officer have established general guidelines and identified the Company structures dedicated to this activity. INTERNAL DEALING CODE OF CONDUCT The Company adopted its own ‘Internal Dealing Code of Conduct’, originally in application of the provisions issued by Borsa Italiana S.p.A. and then to take account of the new regulatory provisions adopted by CONSOB in execution of the new European regulation (so-called Market abuse) introduced by the Law on Savings of 2005. The ‘Internal Dealing Code of Conduct’ governs the information to be disclosed to the Company, and by the Company to the market, on any transactions involving Italcementi shares and other financial instruments connected to them undertaken by ‘Relevant persons’ on their own behalf. Pursuant to the ‘Internal Dealing Code of Conduct’, ‘Relevant persons’ are the members of the Board of Directors, the Board of Statutory Auditors and the Chief Operating Officer of Italcementi S.p.A. and any subject holding an equity investment of at least 10% of the voting share capital of Italcementi S.p.A., as well as any other subject who controls Italcementi S.p.A. In particular, ‘Relevant persons’ must inform Italcementi S.p.A., which in turn informs the market, about completed transactions of an aggregate amount crossing the 5,000 euro threshold by the end of the year. It is 195 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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The reconciliation between the tax
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35. Earnings per share Earnings per
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36. Transactions with related parti
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38. Statement of cash flows 38.1 Ca
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40. Audit fees (as per CONSOB Resol
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Annex 1 The following table has bee
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Company Registered office Share cap
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Company Registered office Share cap
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Page 152 and 153: Directors’ report Any changes in
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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
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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 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
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Page 188 and 189: ) evaluate the proposals made by ex
Page 190 and 191: time to express their point of view
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Page 194 and 195: During 2011 the Internal control co
Page 198 and 199: to be noted that CONSOB, the Italia
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Page 202 and 203: consolidated financial statements.
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
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Page 234 and 235: 3) Term of the authorization. The a
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Page 242 and 243: Financial statements Statement of f
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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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2011 Annual Report - Italcementi Group

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