2011 Annual Report - Italcementi Group

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Each section shall list in progressive order the names of no more than three candidates as acting Auditors and no more than three candidates as substitute Auditors. Each candidate may be presented on one list only under penalty of ineligibility. Lists must be filed with the registered office or sent by means of certified electronic mail to: affarisocietari@italcementi.legalmail.it, by the twenty-fifth day prior to the date of the shareholders’ meeting convened in first call along with the following documentation: a) statements by which each candidate accepts his/her candidature and, under his/her own responsibility, states the non-existence of causes for ineligibility or incompatibility as well as the entitlement of further requirements established by the law, Company bylaws and Code of Conduct; b) a brief resume on the personal and professional skills of each candidate with indication of their position as director and statutory auditor in other companies; c) information on the identity of shareholders who have filed lists. The intermediary certification proving ownership of the share capital percentage required under the rules and regulations in force at the time the list is filed can be produced also after the filing thereof, provided that this is delivered to the Company within the terms provided for by the rules and also regulatory provisions in force for publication of lists by the Company; d) a statement of the shareholders who do not hold, even jointly, a controlling or majority stake, bearing witness to the absence of any connection with the majority shareholder, as defined by the applicable law. A list presented not in compliance with the above provisions will be considered as not presented. In the event, on expiry of the 25 day term prior to that fixed for the Meeting in first call, a sole list has been filed, or only lists filed by shareholders who are connected to each other under current regulations, additional lists can be filed until following third day, and the threshold of 2% above mentioned will be halved. Proposal to increase the total amount of rights to be allocated to the “Long-term monetary incentive Plan for Officers, linked to the appreciation of Italcementi shares” Dear Shareholders, The shareholders' meeting held on April 28, 2008 had approved the adoption of a “Stock option Plan for Top Management", later revoked by the shareholders’ meeting on April 19 last year for the unexecuted part, and of a "Long-term monetary incentive Plan for Officers linked to the appreciation of Italcementi shares” (the “Plan”). The Plan currently contemplates an overall maximum allocation, for each three-year cycle, of 223,000 rights, equal to a grand total of 669,000 attributable rights. In 2011, having made an assessment as to the degree of achievement of targets assigned in 2008, the Chief Executive Officer granted a total of 221,000 rights to 17 recipients to be claimed for the first cycle (2008-2010) of the “Plan”. With reference to the second cycle (2011-2013), however, last September the Chief Executive Officer informed the Board of Directors he had granted 1,000,000 rights to 28 officers to participate in the “Plan”. Among these are included 6 officers originally beneficiaries of the stock option Plan which was canceled last year. The recognition of these rights was subject to an authorization by the shareholders’ meeting to increase the number of overall rights to be subjected to the aforesaid Plan both for this cycle of allocations and for the next one (2014-2016). 236
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 Thus, when the period of validity of the Plan (financial year 2016) expires, taking into account 221,000 rights granted at the end of 1st cycle, a maximum number of 2,221,000 rights will be allocated overall in proportion to the achievement of the targets assigned to each recipient. * * * Dear Shareholders, If you agree with our proposal, we invite you to adopt the following resolution: “The Shareholders’ General Meeting of Italcementi S.p.A. held on April 18, 2012, - having acknowledged the proposal of the Directors, hereby resolves to increase the total amount of rights to participate in the “Long-term monetary incentive Plan for Officers, linked to the appreciation of Italcementi shares” from the current 669,000 to 2,221,000. Bergamo, March 2, 2012 On behalf of the Board of Directors The Chairman Giampiero Pesenti 237 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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) 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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Page 198 and 199: to be noted that CONSOB, the Italia
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Page 210 and 211: This plan aims at: - tying the over
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Page 214 and 215: With reference to the other offices
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Page 222 and 223: position of the role of each benefi
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Page 248 and 249: Notes The Italcementi S.p.A. financ
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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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