2011 Annual Report - Italcementi Group

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Italo Lucchini Born in Bergamo, December 28, 1943 Degree in economics & commerce – Bocconi University, Milan. Assistant lecturer at Bocconi University, non-tenured lecturer at Bergamo University, public accountant with a successful practice in Bergamo. Supervisory Director at Unione di Banche Italiane S.c.p.a. and Chairman of the Board of Statutory Auditors of BMW Financial Services Italia S.p.A. and BMW Italia S.p.A. and its subsidiaries, also of Fedrigoni S.p.A. and Cartiere Fedrigoni & C. S.p.A. Sebastiano Mazzoleni Born in Milan, May 11, 1968 Degree in geology – Milan State University. Master in Business Administration, Bocconi University, Milan. Began his professional career in 1996 with CTG S.p.A., as a research geologist with responsibility for assessing raw material reserves for cement production, coordinating work groups in Italy, France, Spain and Thailand. 2000, moved to Italcementi S.p.A. as Project Manager in the Marketing Division, with joint responsibility for drawing up new product marketing plans and benchmark analyses for the development of competitive positioning models. 2003, involved in the creation of the new Group New Product Marketing Division, where he was responsible for innovation management in the USA, Greece, Bulgaria, Turkey, Egypt, Thailand, Kazakhstan and India. He was also Group manager of the new project for enhancement of recoverable resources. Since 2010 active in non-profit and consultancy on innovation. Yves René Nanot Born in Asnières (France), March 27, 1937 Degree in engineering – Paris. Master and Ph.D. in Business Administration from the University of California, Los Angeles. Held a variety of posts at Dupont de Nemours and then in the Total Group; 1993, joined Ciments Français where he is currently Chairman. Marco Piccinini Born in Rome, July 2, 1952 Attended science high school and the faculty of architecture. Subsequently studied "International Negotiating Techniques” at the Institut des Hautes Etudes Internationales in Geneva. Director of a number of listed and unlisted companies active in automobiles and finance. Citizen of Monaco, advisor on finance and economy to the government of the Principality of Monaco. 18
2011 Annual Report Presentation 4 General information Professional profiles of the members of the Board of Directors Annual Report and the Board of Statutory Auditors 15 Extraordinary session Notice of call 22 Ettore Rossi Born in Vicosoprano (Switzeland), August 4, 1934 Degree in economics & commerce – Catholic University, Milan. Worked in the Italcementi company from September 1953 to December 31, 1999, in the Corporate Administration Division. A senior administration manager from 1967, he held the posts of Secretary to the Corporate Administration Division (1977/1985), Joint Corporate Administration Manager (1985/1986), Corporate Finance Administration & Control Manager (1986/1995), Deputy General Administration Manager (1995/1999). He has sat on the boards of directors and boards of statutory auditors of a number of Group companies. Attilio Rota Born in Bergamo, December 5, 1935 Degree in law – Pavia University. Has sat on the boards of directors and boards of statutory auditors of companies in the publishing, cement, and agriculture sectors as well as on the boards of public and private bodies. Practicing barrister in Bergamo. Director-Controller of the Bergamo branch of Bank of Italy. Carlo Secchi Born in Mandello del Lario (Lecco), February 4, 1944 Degree in economics & commerce – Bocconi University, Milan. Diploma in economic planning (Institute of Social Studies, The Hague, 1969-1970). Further studies at Netherlands Economic Institute and the Center for Development Planning, Erasmus University (Rotterdam, 1970-1972). Full professor in European Economic Policy since November 1, 1983, and director of the Institute for Latin American Studies and Countries in Transition (ISLA) at the Bocconi University, Milan. Conducts research work as a member of numerous scientific committees or boards of entities active in science and culture. Director of various listed and unlisted companies. 19 www.italcementigroup.com
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Page 7 and 8: The Group has decided to take a fur
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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
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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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148
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Directors’ report Any changes in
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which remained the most dynamic com
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Statement of financial position, ca
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Dealings with subsidiaries, joint v
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Risks and uncertainties Italcementi
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Ratings risks The Group’s ability
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January 2011 entitled “Europe at
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Ciments Français S.A. profit for t
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INFORMATION ON OWNERSHIP STRUCTURE
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l) Laws applicable to the appointme
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- Selection of priority risks and d
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) implementing the guidelines defin
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A) ORGANIZATIONAL STRUCTURE Board o
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No limits to re-eligibility of dire
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* Mittel S.p.A. - Director Pierfran
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The Code provides for the Board of
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Lastly, the Board of Directors, in
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) a brief resume on the personal an
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) evaluate the proposals made by ex
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time to express their point of view
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In addition, the Chief Executive Of
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During 2011 the Internal control co
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TABLE 1 STRUCTURE OF THE BOARD OF D
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to be noted that CONSOB, the Italia
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* indicates the responsibilities, p
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consolidated financial statements.
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to apportion the profit for the yea
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Department of Human Resources and O
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A) VARIABLE COMPONENTS Under the Po
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This plan aims at: - tying the over
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The variable components are aligned
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With reference to the other offices
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The Board of Directors may also gra
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) Plan Management The corporate bod
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g) Any Support for the Plan by the
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position of the role of each benefi
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2) With respect to the stock option
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Name, surname Position Period durin
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Yves René Nanot Marco Piccinini At
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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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