2011 Annual Report - Italcementi Group

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2) With respect to the stock option plan for top management - 2008: In the event of: a) termination of the employment relationship due to dismissal or resignation after the Accrual Period expired but before the exercise of Options, the general principle will apply and therefore the beneficiary will automatically and permanently lose the right to subscribe or purchase the Shares underlying such Options; b) termination of the employment relationship by mutual consent, resignation due to retirement, or further to invalidity during the course of the Accrual Period but before the exercise of Options, or regarding a beneficiary who has achieved the assigned targets in the period, the same beneficiary will retain the right to exercise the Options not yet exercised in compliance with the terms and conditions laid down in the Regulations; c) the beneficiary's death occurring after the expiry of the Accrual Period but before the exercise of Options, or regarding a beneficiary who has achieved the assigned targets in the period, the Options may be exercised by the beneficiary’s heirs upon submission by the latter of the necessary documentation proving that qualification; 3) With respect to the stock option plan for officers - 2000: as a general rule, stock option rights not yet exercised will not be recognized - except in case of retirement - in the event of interruption of the employment relationship within the Group. In case of death of the holder of options, these may be exercised by successors within six months of his death provided that such term falls within the period of exercisability of the options. • cases in which the right to indemnity accrues; See section I - letter l); • possible existence of agreements that provide for granting or maintaining non-monetary benefits in favor of persons who have ceased their assignment or entering into consulting contracts for a period following termination of employment; Not applicable; • possible existence of agreements that provide for remuneration due to non-competition commitments; The Company, in general, does not conclude specific non-competition agreements with its Officers with strategic responsibilities, designed to pay consideration in cash, during the employment or after the termination thereof, related to their respective fixed remuneration in relation to the geographical extent, term and kind of business of the constraints arising from the same agreement; • with reference to the directors who have terminated their office during the financial year, any deviations in defining their indemnity with respect to the provisions of the reference agreement; Not applicable; • Where specific agreements are not provided, explain the criteria by which accrued indemnity was defined; Not applicable. 222
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 I.2 – PART TWO Remuneration Paid to Members of the Governing and Supervising Bodies, Chief Operating Officer and other officers with Strategic Responsibilities Name, surname Giampiero Pesenti Position Chairman Executive Committee Period during which the office was held End of office term 1.1 – 31.12 2012 Fixed remuneration Remuneration for taking part in committees Variable non-equity remuneration Bonuses and other incentives Profit sharing Non- Other monetary remuneration benefits (I) Remuneration in the company preparing the financial statements 1,040,000 690,000 256,983 1,986,983 (II) Remuneration from subsidiaries and affiliated companies 35,500 35,500 Total 1,075,500 690,000 256,983 2,022,483 Pierfranco Barabani Executive Deputy 1.1 – 31.12 2012 Chairman Executive Committee (I) Compensi nella società che redige il bilancio 215,000 100,000 2,385 317,385 (II) Compensi da controllate e collegate 47,000 47,000 Totale 262,000 100,000 2,385 364,385 Lorenzo Renato Deputy Chairman 19.4 – 31.12 2012 Guerini 15.9 – 31.12 (I) Remuneration in the company preparing the financial statements 68,262 68,262 (II) Remuneration from subsidiaries and affiliated companies Total 68,262 68,262 Carlo Pesenti Chief Executive Officer 1.1 – 31.12 2012 Executive Committee (I) Remuneration in the company preparing the financial statements 1,335,000 875,000 2,210,000 (II) Remuneration from subsidiaries and affiliated companies Total 1,335,000 875,000 2,210,000 Giulio Antonello Director 29.7 – 31.12 2012 Total Fair value dei compensi equity End-ofservice bonus and severance indemnity di l (I) Remuneration in the company preparing the financial statements 18,853 18,853 (II) Remuneration from subsidiaries and affiliated companies Total 18,853 18,853 Alberto Bombassei Director 1.1 – 31.12 2012 Remuneration Committee (I) Remuneration in the company preparing the financial statements 45,000 15,000 60,000 (II) Remuneration from subsidiaries and affiliated companies Total 45,000 15,000 60,000 Giorgio Bonomi Director 1.1 – 31-12 2012 (I) Remuneration in the company preparing the financial statements 45,000 45,000 (II) Remuneration from subsidiaries and affiliated companies Total 45,000 45,000 Antonio Carosi Director 1.1 – 27.4 2012 (I) Remuneration in the company preparing the financial statements 15,000 15,000 (II) Remuneration from subsidiaries and affiliated companies Total 15,000 15,000 Alberto Clô 1.1 – 31-12 2012 Director Internal Control Committee Committee for Transactions with Related Parties (I) Remuneration in the company preparing the financial statements 45,413 70,000 115,413 (II) Remuneration from subsidiaries and affiliated companies Total 45,413 70,000 115,413 Federico Falck 1.1 – 31.12 2012 Director Executive Committee Internal Control Committee Committee for Transactions with Related Parties (I) Remuneration in the company preparing the financial statements 90,310 70,000 160,310 (II) Remuneration from subsidiaries and affiliated companies Total 90,310 70,000 160,310 Pietro Ferrero Director 1.1 – 18.4 2012 (I) Remuneration in the company preparing the financial statements 13,177 13,177 (II) Remuneration from subsidiaries and affiliated companies Total 13,177 13,177 223 www.italcementigroup.com
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2011 Annual Report
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2011 Annual Report Italcementi S.p.
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The Group has decided to take a fur
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2011 Annual Report Presentation Ita
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2011 Annual Report Presentation 4 G
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Directors’ report Following the a
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The Calcestruzzi group returned to
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Financial performance in 2011 Key c
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In cement and clinker, performance
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Revenue and operating performance C
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The loss relating to continuing ope
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Net debt breakdown (in millions of
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4. Implementation of defined mitiga
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Financial disclosure risks The main
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the negative trend in sales volumes
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Ready mixed concrete sales volumes
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ASIA Thailand India Others (1) Tot
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70% by Fotowatio Italy, a subsidiar
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During the year Italcementi S.p.A.
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Raw materials and alternative fuels
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Engineering, technical assistance,
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After a revenue decline in 2009 and
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Outlook The markets on which the Gr
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Financial statements Statement of f
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Statement of comprehensive income N
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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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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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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 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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