2011 Annual Report - Italcementi Group

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Participation of Governing and Supervising Bodies, Chief Operating Officer and Manager in charge of Preparing the Company’s Financial Reports Name, last position Position Company held Number of shares held at the end of the previous financial year Giampiero Pesenti Chairman Italcementi ordinary shares: savings shares: 10,972 1 ordinary shares: 22,698 2 savings shares: - - ordinary shares: savings shares: - - ordinary shares: savings shares: 10,972 1 22,698 2 Pierfranco Barabani Executive Deputy Italcementi ordinary shares: 78,780 2 ordinary shares: - ordinary shares: - ordinary shares: 78,780 2 Chairman savings shares: 884 savings shares: - savings shares: - savings shares: 884 Lorenzo Renato Guerini Deputy Chairman Italcementi ordinary shares: 60,000 1 ordinary shares: - ordinary shares: - ordinary shares: 60,000 1 Carlo Pesenti Chief Executive Officier Italcementi ordinary shares: savings shares: 1,500 1 ordinary shares: 3,000 1 savings shares: - - ordinary shares: savings shares: - - ordinary shares: savings shares: 1,500 1 3,000 1 Ciments Français ordinary shares: 50 ordinary shares: - ordinary shares: - ordinary shares: 50 Giorgio Bonomi Director Italcementi ordinary shares: 2,500 ordinary shares: - ordinary shares: - ordinary shares: 2,500 Federico Falck Director Italcementi ordinary shares: savings shares: 41,600 6,760 ordinary shares: savings shares: - - ordinary shares: savings shares: - - ordinary shares: savings shares: Danilo Gambirasi Director Italcementi ordinary shares: 1,248 ordinary shares: - ordinary shares: - ordinary shares: 1,248 Italo Lucchini Director Ciments Français ordinary shares: 50 ordinary shares: - ordinary shares: - ordinary shares: 50 Sebastiano Mazzoleni Director Italcementi ordinary shares: savings shares: 7,352 7,040 ordinary shares: savings shares: - - ordinary shares: savings shares: - - ordinary shares: savings shares: Yves René Nanot Director Ciments Français ordinary shares: 89,550 ordinary shares: - ordinary shares: - ordinary shares: 89,550 Attilio Rota Director Italcementi ordinary shares: 108,186 3 ordinary shares: - ordinary shares: - ordinary shares: 108,186 3 Emilio Zanetti Director Italcementi ordinary shares: 30,602 4 ordinary shares: - ordinary shares: 26,442 ordinary shares: 4,160 Mario Comana Regular Auditor Italcementi ordinary shares: savings shares: Carlo Bianchini Responsible Manager 2,500 2,000 Number of shares purchased ordinary shares: savings shares: - - Number of shares sold ordinary shares: savings shares: - - Number of shares held at the end of the current financial year ordinary shares: savings shares: Italcementi ordinary shares: 4,500 ordinary shares: - ordinary shares: - ordinary shares: 4,500 41,600 6,760 7,352 7,040 2,500 2,000 1 Shares held by spouse 2 Shares in part held directly and in part by spouse 3 Shares in part held directly (in part with beneficial ownership and voting rights only) and in part by spouse 4 26,442 of which ordinary shares with beneficial ownership and voting rights only, sold during the year * * * Dear Shareholders, We invite you to adopt the following resolution: “The Shareholders’ Meeting of Italcementi S.p.A. held on April 18 , 2012, - having acknowledged the report prepared by the Directors, hereby resolves In favor of / against the first section of the Report on Remuneration illustrated above. 230
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 Authorization to purchase and dispose of treasury shares Dear Shareholders, The ordinary shareholders' meeting of April 19, 2011, renewed the authorization for the Company to acquire and dispose of treasury shares for a period of 18 months as of the resolution date. In connection with the aforementioned shareholders’ resolution, the Company has not purchased any ordinary and savings shares nor has it sold those held in portfolio to stock option beneficiaries during the fiscal year, since no options were exercised. As a consequence, as at March 2, 2012, the Company holds 3,793,029 ordinary treasury shares and 105,500 savings treasury shares. The carrying amount of treasury shares in portfolio at date thereof is equal to a total amount of Euro 58,689,585.56, as reflected in the accounts in accordance with the applicable laws. Since the authorization expires on October 18, 2012, in order to enable the Company to maintain its right to acquire and dispose of treasury shares, we invite you to resolve upon the renewal of such authorization for the next 18 months. This proposal does not contain any differences in respect to the proposal approved by the shareholders' meeting of last year. 1) Reasons underlying the proposed authorization to acquire and dispose of treasury shares. The authorization is requested in order to: • dispose of treasury shares * to be granted to employees and/or directors in connection with stock option plans reserved to them; * for medium/long-term investment purposes; • operate, in compliance with current regulations, directly or through intermediaries, in order to limit anomalous trends in share prices and to regularize stock exchange prices caused by temporary distortions linked to excessive volatility or low trading liquidity; • create a treasury stock portfolio to serve extraordinary financial transactions or for other purposes deemed to be in the financial, business and /or strategic interest of the Company; • offer an additional tool to monetize their investments to the shareholders. 2) Maximum number, category and nominal value of the shares which the authorization refers to; compliance with paragraph 3, art. 2357 of the Italian Civil Code Purchases refer to ordinary and/or savings shares of the Company whose maximum number, including treasury shares already held as at the date hereof by the Company and by the subsidiaries (which will receive specific instructions for timely disclosure of the shares they hold), shall not exceed an overall nominal value of one tenth of the entire share capital. In any case, purchases shall be made, in accordance with article 2357 of the Italian Civil Code, within the limits of the distributable earnings and available reserves reflected in the latest approved financial statements of the Company. The consideration paid or received with respect to treasury shares purchase or sale shall be directly reflected in equity in compliance with IAS 32 and it shall in any case be accounted for in the manner established by the laws in force from time to time. 231 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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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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Page 242 and 243: Financial statements Statement of f
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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 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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