2011 Annual Report - Italcementi Group

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
In making its assessments, the Board of Directors took into account the findings of the analyses carried
out on behalf of the Company by independent advisors, with extensive experience and international
standing, on executive compensation.
The new long-term monetary incentive plan is based on three-year cycles depending on the mediumlong
term performance of the Company and/or the Group.
This plan aims at:
- tying the overall remuneration package of recipients to the Company’s medium-long term
performance, by rewarding the achievement of strategic targets, and to the corresponding “value
creation” for shareholders;
- ensuring maximum transparency and compliance with best governance criteria of the overall
remuneration package for recipients.
The corporate body in charge for decisions relating to the plan is the Board of Directors, which adopts
resolutions upon proposals of the Remuneration Committee with the technical and operational support of
the Head of Human Resources and Organizational Development Department.
The plan functioning is aligned, after the necessary adjustments suggested by the Remuneration
Committee, with the mechanism adopted for the annual incentive plan (points system with minimum
access threshold, target assigned and maximum target).
The right to obtain the granting of premium linked to the long-term monetary incentive plan is indeed
subject to:
a) the achievement of long-term targets assigned to each recipient by the Board of Directors at the
beginning of the cycle upon proposal of the Remuneration Committee. Such targets, established
consistently with the powers granted to each of them, are linked to the Company’s financial position
and results of operations and other targets specifically assigned such as, for example, targets
regarding governance, risk management and sustainable development, complementary targets to
those established in the annual incentive plan. The control over the achievement of such targets is
made by the Remuneration Committee and, where appropriate, by independent experts;
b) the expiration of the entire three-year period of each of the plan’s cycles and the uninterrupted holding
of the office or employment relationship for each individual recipient. Before the expiration of such
period no right accrues to partial or pro rata disbursements. The allocation of the amount actually
accrued takes place in April of the year following the end of the three-year reference period.
ii) Officers directly reporting to the Chairman, the Executive Deputy Chairman, the Chief Executive Officer
and the Chief Operating Officer
Officers directly reporting to the Chairman, the Executive Deputy Chairman, the Chief Executive Officer
and the Chief Operating Officer are the recipient of the long-term monetary incentive plan linked to the
performance of the security “Italcementi S.p.A. – Ordinary shares” (“Long-Term Monetary Incentive Plan,
linked to the appreciation of Italcementi shares, for executives”) approved by the shareholders’ Meeting
of April 28, 2008.
The latter, on the basis of the above resolution dated April 28, 2008 were initially the recipients of a stock
option Plan for executives subsequently cancelled, for the not executed portion, by resolution of the
shareholders’ meeting of April 19, 2011.
The new long-term monetary incentive plan provides for three-year cycles based on the Company’s
and/or the Group’s medium-long term performance and the allocation to the beneficiaries of a certain
number of phantom stock in proportion to the results achieved.
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