2011 Annual Report - Italcementi Group

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Stock options The company has set up stock option plans for directors and managers who have particular roles in the Group. Stock options refer to ordinary shares; the features of the plans are described in the Directors’ report in the sections on Corporate Governance and Stock option plans. The exercise of options is on a 1:1 basis. The terms and conditions of Italcementi S.p.A. stock option plans at December 31, 2011, were as follows: Grant date No. options granted Exercise period Options exercised Options cancelled Unexercised options Subscription price per share March 7, 2003 965,945 1.1.2006 - 12.31.2012 924,820 - 41,125 € 8.627 March 17, 2005 1,053,600 3.17.2008 - 3.16.2015 6,475 28,900 1,018,225 € 13.387 March 7, 2006 631,403 3.7.2009 - 3.6.2016 4,187 50,325 576,891 € 16.890 March 7, 2007 1,020,200 3.7.2010 - 3.6.2017 - 49,525 970,675 € 23.049 June 20, 2007 701,250 6.20.2010 - 6.19.2015 - 701,250 - € 23.706 March 26, 2008 623,300 3.26.2011 - 3.25.2018 - - 623,300 € 12.804 June 4, 2008 1,564,750 6.4.2011 - 6.3.2018 - - 1,564,750 € 13.355 Total 6,560,448 935,482 830,000 4,794,966 With reference to the stock option plan for senior managers granted on June 4, 2008, at the Board meeting of March 4, 2011, the directors assessed the performance targets assigned at inception, which provided for a maximum grant of 2,000,000 options. The targets achieved led to a grant of a total of 1,564,750 options; the difference with respect to the maximum number of 2,000,000 generated a reduction in the plan value of 1,709 thousand euro, with a gain of 611 thousand euro on the 2011 income statement. The grant date is the date of the Board of Directors’ meeting that approved the stock option plan. The average residual life of unexercised options is approximately 2 years and 7 months. The number and average exercise price of options in the periods in question are set out below: number of options 2011 2010 number of options average subscription price average subscription price Unexercised options at start of year 5,230,216 € 15.447 6,280,216 € 16.828 Cancelled during the period ( 435,250) ( 1,050,000) Unexercised options at end of year 4,794,966 € 15.637 5,230,216 € 15.447 Vested options at end of year 4,794,966 2,606,916 During 2011 no options were exercised. The average ordinary share price in financial year 2011 was 5.9 euro (7.2 euro in 2010). The option exercise price at December 31, 2011, was between 8.627 euro and 23.049 euro. Only options granted after November 7, 2002, that had not vested at December 31, 2003, were measured and recognized at the date of transition to the IFRS. The following table sets out the details of all the company’s stock option plans and their cost, carried under “employee expense”: 284
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 (in thousands of euro) Grant date No. options granted Employee expense Vesting period 2011 2010 March 7, 2007 796,443 3 years - 273 June 20, 2007 701,250 3 years - ( 1,407) March 26, 2008 520,840 3 years 105 463 June 4, 2008 620,750 3 years ( 611) 1,384 Total 2,639,283 ( 506) 713 Stock option plan fair value at the grant date is estimated using a binomial model that takes dividends into account. The total option term is ten years. Volatility projections assume that past volatility, determined as the annual average for the past period net of extraordinary events, is indicative of future trends. No other stock option plan feature is taken into consideration when measuring fair value. 28. Other operating income (expense) Other operating income, net of expense, amounted to 43,941 thousand euro, as follows: (in thousands of euro) 2011 2010 Change % change Other taxes 4,415 4,586 ( 171) -3.7 Losses and provision for bad debts 7,726 2,542 5,184 n.s. Provision for environmental restoration, quarries, other 978 1,413 ( 435) -30.8 Miscellaneous expense 5,581 5,656 ( 75) -1.3 Miscellaneous income ( 62,641) ( 27,112) ( 35,529) n.s. Total ( 43,941) ( 12,915) ( 31,026) n.s. n.s. = not significant “Miscellaneous income” included net income on the sale of CO 2 emission rights for 27,999 thousand euro, discounted income from the reimbursement of “new entry” CO 2 quotas recognized for 2008-2012 for 18,984 thousand euro, income from the allocation of white certificates for 8,030 thousand euro and amounts for the use of alternative fuels for 3,237 thousand euro. 29. Non-recurring income (expense) Non-recurring income, net of non-recurring expense, amounted to 8,239 thousand euro (3,101 thousand euro in 2010) and refers to net gains from the sale of assets for 16,337 thousand euro, of which 12,440 thousand euro from disposals of property, and to net expense for reorganizations for 8,098 thousand euro. 285 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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) 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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Page 282 and 283: ELECTRICITY In 2011, Italcementi S.
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2011 Annual Report - Italcementi Group

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