2011 Annual Report - Italcementi Group

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Elena Zambon Born in Vicenza, October 15, 1964 Degree in Business Economics – Bocconi University, Milan. From 1989 to 1994 worked at Citibank N.A. where she was in charge of international investors on the Italian market and, subsequently, of reports and risk assessments for institutional clients (especially insurance, financial and world corporation groups). Currently Chairman of Zambon S.p.A., a pharmaceuticals multinational established in Vicenza in 1906, Deputy Chairman of ZaCh System – Zambon Advanced Fine Chemicals S.p.A. and Director of Zambon Company S.p.A., the group holding. Also Chairman of Secofind SIM S.p.A., the Multi-Family Office formed in 2000 to extend to other entrepreneurial families the expertise accumulated in wealth management for the Zambon family since 1994 in selection and control of asset managers. August 2011, member of Board of Directors of Fondo Strategico Italiano. Emilio Zanetti Born in Bergamo, October 26, 1931 2002, honorary degree in economics & commerce from Bergamo University. 1986, named a Cavaliere del Lavoro in Italy’s honors system. Since July 1985 Chairman of Banca Popolare di Bergamo S.p.A. (formerly Banca Popolare di Bergamo - Credito Varesino s.c.r.l.). Since 1993 director and Executive Committee member of Associazione Bancaria Italiana and formerly Vice President from 1998 to 2000. Since April 2007 Chairman of the Management Committee of UBI BANCA (Unione di Banche Italiane). Since October 1983 director of S.A.C.B.O. S.p.A. and Deputy Chairman since May 2008. Board of Statutory Auditors Maria Martellini Born in Rome, July 8, 1940 Degree in economics & commerce – Bocconi University, Milan. Specialization in economics of industry, London School of Economics. Full professor of economics & corporate management. Certified accountant and account auditor. Director of a number of listed and unlisted companies. Mario Comana Born in Bergamo, January 22, 1957 Degree in economics & commerce – Bergamo University. Specialization at Harvard University, Cambridge. Since 2000, full professor of financial intermediary economics at LUISS Guido Carli, Rome. Certified accountant and author of numerous banking publications; works as a consultant to financial intermediaries and as an independent and court-appointed consultant on financial questions and assessments. 20
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 Luciana Gattinoni Born in Bergamo, November 29, 1950 Degree in economics & commerce – Bocconi University, Milan. Has worked as a certified accountant since 1976, primarily on corporate and tax questions, and as a court consultant on insolvency procedures. She is also an auditor of a number of non-profit foundations and associations in the arts and science. Leonardo Cossu Born in Verona, May 23, 1958 Degree in economics & commerce – University of Brescia. Registered on the roll of certified accountants and accountants and on the register of account auditors. Certified accountant, company assessor and technical consultant to the Brescia Law Court, advisor to corporate clients on consolidation, change, growth and development in general. Specific professional expertise in the corporate field; for more than fifteen years has been a director and independent director in companies listed on the Milan stock exchange, overseeing the operational aspects of the application for admission to trading and relations with shareholders. Chairman of the board of statutory auditors, acting auditor, director and chief executive officer of a number of companies active in finance, banking and industry. Chairman and coordinator for more than fifteen years of the Fee Liquidation Advisory Committee of the Brescia Roll of Certified Accountants and Accountants. Fabio Bombardieri Born in Alzano Lombardo (Bergamo), August 14, 1959 Registered on the roll of certified accountants and accountants and on the register of account auditors. Holds a number of positions in the area of voluntary jurisdiction and insolvency procedures. Provides professional services mainly for medium-size companies. Director/auditor of companies in the credit and publishing fields and of a number of foundations and non-commercial entities. Carlo Luigi Rossi Born in Alzano Lombardo (Bergamo), October 11, 1947 Degree in economics & commerce – Catholic University of Milan. June 1975, established the eponymous consultancy studio providing accounting, administrative, corporate and fiscal services. Holds a number of positions in the area of insolvency procedures. In the area of civil judicial proceedings, he works as a court-appointed technical consultant; for penal proceedings he works as a consultant to the state prosecutor. 21 www.italcementigroup.com
Page 1: 2011 Annual Report
Page 5 and 6: 2011 Annual Report Italcementi S.p.
Page 7 and 8: The Group has decided to take a fur
Page 9 and 10: 2011 Annual Report Presentation Ita
Page 17 and 18: 2011 Annual Report Presentation 4 G
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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
Page 66 and 67: Financial statements Statement of f
Page 68 and 69: Statement of comprehensive income N
Page 70 and 71: 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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2011 Annual Report - Italcementi Group

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