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
Moreover, the Chief Executive Officer, executing the powers provided by the Plan, identified, for the 2nd
cycle of validity of the same - 2011/2013 - 28 officers of Italcementi S.p.A., to whom a minimum of
1,000,000 rights would be granted.
The main features of the Plan are the following.
a) Reasons for the Adoption of the Plan
These may be summarized as follows:
• to tie the overall treatment of beneficiaries to the Company’s medium-long term performance and to
"value creation" for shareholders;
• to reward the achievement of targets of each beneficiary, ensuring the highest involvement of the
Company’s entire top management on its performance and increasing the sense of belonging of
beneficiaries, encouraging them to remain at the Company.
b) Plan Management
The corporate body responsible for decisions relating to the Plan is the Board of directors which
delegates the Chief Executive Officer to manage the Plan, including through the technical support of
the Head of Human Resources and Organizational Development Department.
More specifically, the Chief Executive Officer will be responsible for:
i) establishing the maximum number of Rights to participate in the long-term monetary incentive plan
linked to the appreciation of Shares, altogether attributable as part of the Cycle;
ii) identifying the individual Beneficiaries for each Cycle as well as to decide the number of Rights to
participate in the long-term monetary incentive plan linked to the appreciation of Shares, granted to
each Beneficiary;
iii) approving for each Beneficiary the individual Targets for each Cycle, whose failure to achieve will be
an express termination condition of the Rights granted to participate in the long-term monetary
incentive plan linked to the appreciation of Shares made in favor of the same Beneficiary within the
Cycle, with the consequent forfeiture of the right to obtain the cash bonus linked to the same rights;
iv) assessing the degree of achievement of the Targets by each Beneficiary;
v) deciding the date of commencement of the Availability Period.
The management of the Plan is carried out by the Company’s Human Resources and Organizational
Development Department in accordance with the provisions of the Regulations.
c) Beneficiaries of the Plan
Beneficiaries of the plan are the Company’s employees identified by the Chief Executive Officer, to
whom Rights are granted to participate in the long-term monetary incentive plan linked to the
appreciation of Shares.
d) Term and Availability Restrictions on the Shares and on the Granted Option Rights
The term of the Plan is of three three-year Cycles from 2008 to 2016.
The end of the Plan is set for late 2017 (the first year following the end of the last three-year Cycle).
The Chief Executive Officer, under the Plan, decides the number of rights to participate in the Plan to
be granted to each of the beneficiaries on the basis of an overall evaluation, which, taking into account
the Company’s general performance as an essential prerequisite, and the strategic and organizational
219
www.italcementigroup.com