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
Stock Option Plan for Directors 2007
The shareholders' meeting held on June 20, 2007 approved a second stock option plan for directors
vested with special powers in accordance with the articles of association, or those who perform specific
operating duties, which, for the not executed part, replaces the Stock Option Plan for directors described
above.
With reference to such stock option Plan, in 2007, the Company’s Board of Directors assigned the
Chairman and the Chief Executive Officer targets based on which, once their achievement has been
verified, a number of options from a minimum of 555,000 up to a maximum of 1,050,000 could have been
exercised upon expiry of the three-year period. If the minimum targets set by the Board of Directors were
not met, the beneficiary would have lost the right to exercise all the options granted.
Having assessed the degree of achievement of performance targets that were originally assigned, the
Board of Directors, in its meeting held on March 5, 2010, upon proposal of the Remuneration Committee,
granted:
* 401,250 options to the Chairman;
* 300,000 options to the Chief Executive Officer.
Both the Chairman and the Chief Executive Officer waived the granting of stock options in their favor. No
new option grant has been approved by the Board of Directors. Following the resolution of the Board of
Directors and the subsequent waiver of the award by the Chairman and the Chief Executive Officer, no
further options on the "Stock Option Plan for Directors - 2007" are outstanding.
The shareholders' meeting held on April 19, 2011 approved the cancellation of the Plan, for the not
executed part.
Long-term monetary incentive Plan for directors and managers with strategic responsibilities of
Italcementi S.p.A.
By resolution of February 3, 2011, the Board of Directors, upon proposal of the Remuneration Committee
and based on the favorable opinion of the Committee for Transactions with Related Parties, adopted a
“long-term monetary incentive Plan for directors and Officers with strategic responsibilities of Italcementi
S.p.A.” whose main features are listed below.
At the same meeting of February 3, 2011, the Board of Directors, in execution of said Plan, assigned the
Chairman and the Chief Executive Officer the targets for their term of office. Moreover, at the meeting held
on March 4, 2011, the Chief Operating Officer and the Manager in charge of preparing the company’s
financial reports were assigned targets for the 2011-2013 period.
In any case, no award will be granted in the absence of the achievement of acceptable results, likewise, in
case results are significantly better than forecast, a total bonus higher than the one established at the
assignment of targets will be granted.
The main features of the Plan are the following.
a) Reasons for the adoption of the plan
They can be summarized as follows:
• to tie the overall treatment of participants to the Company’s performance in the medium-long term by
rewarding the achievement of certain strategic targets, and the consequent “value creation” for
shareholders;
• to ensure maximum transparency and compliance with best governance criteria of the overall salary
package of participants.
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