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
c) an exclusively monetary medium-long term variable component (Long Term Incentive), linked to the
achievement of specific targets, as the previous one.
Having defined the overall remuneration package as the sum of the three components recalled above, in
the event targets related to the components b) and c) are achieved, it is pointed out that such targets and
the related remuneration are referred to the position of Officers with strategic responsibilities within the
Group (therefore including targets and remuneration received due to other positions in other Group
companies), and the relative weight of the same can be approximately represented as follows:
a) the weight of the yearly fixed component is approximately equal to 35% of the Chief Operating Officer’s
and 50% of the Manager in charge of preparing the company’s financial reports’ overall remuneration;
b) the weight of the annual variable component (MBO) is approximately equal to 35% of the Chief Operating
Officer’s and 30% of the Manager in charge of preparing the company’s financial reports’ overall
remuneration.
Such variable component cannot in any case exceed 100% of the fixed component as per letter a)
above;
c) the medium-long term variable component (LTI), currently based on three-year cycles, in its annual
amount , represents about 30% of the Chief Operating Officer’s and 20% of the Manager in charge of
preparing the company’s financial reports’ overall remuneration.
Such variable component cannot in any case, during the entire three-year period of each plan, exceed
100% of the fixed component referred to under a) above, as granted throughout the plan’s execution
periods.
With reference to the variable components of remuneration for Officers with strategic responsibilities
referred to under letters b) and c) above, the Remuneration Committee:
- defines, annually, proposals for the assignment of MBO targets to be submitted to the Board of Directors’
approval;
- monitors, in the following year, the degree of achievement of MBO targets and verifies the performance
carried out;
- verifies, at the end of each three-year reference period, the level of achievement of LTI targets.
The Company does not have currently in place long-term incentive plans based on financial instruments for
Officers with strategic responsibilities.
The Board of Directors may also exceptionally establish special bonuses, upon occurrence of relevant,
specific and unforeseen circumstances, in order to remunerate Officers with strategic responsibilities i) if the
total amount of the other elements of remuneration is considered to be objectively inadequate with respect
to the performance carried out, always within the overall upper limits set out in this Policy, or ii) in relation to
specific activities and/or extraordinary transactions in terms of strategic relevance and impact on the
Company’s and/or the Group’s results of operations.
b) Remuneration of the Controller
The remuneration of the Controller is established by the Board of Directors upon proposal of the
Remuneration Committee based on the opinion of the Executive Director in charge of overseeing the
functioning of the Internal Control system.
Such remuneration is made up of an annual fixed component, an annual variable component and a longterm
variable component (over three years).
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