2011 Annual Report - Italcementi Group

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On the other hand, the absence of any criticalities in the internal control and accounting systems of the company is confirmed also in the Audit Firm Reports on the separate and consolidated financial statements, dated March 26, 2012 which do not raise any remarks nor disclosure recalls. In these reports, the Audit Firm also confirmed consistency of directors’ reports with the respective financial statements, so assessing compliance, in the financial statements, with the provisions of art. 123-bis of the Consolidated Law on Finance and of the Consob/Isvap/Banca d’Italia joint Regulation no. 4, dated March 3 rd 2010. The Directors drafted the separate and consolidated financial statements in accordance, as provided for, with IAS/IFRS Accounting Standards, as implemented by the EU, highlighting the occurred updates, and they provided the information requested by the aforementioned Regulation no. 4 of March 3rd 2010 in the Directors’ report. As to the impairment test, the Directors approved criteria and methods to be followed, also confirming the economic data used for income forecasts if not consistent with the those included in the 2010-2014 Business Plan. We point out that Calcestruzzi S.p.A., which had been excluded from the management and coordination activity of the company in the recent past, was reconsolidated during 2011. We ascertained that the Remuneration Committee had been properly proposing guidelines (both in the merit and procedurally) concerning the definition and execution of the company’s remuneration policy; said guidelines are included in the Remuneration Report, approved by the Board of Directors, and to be submitted to the Shareholders’ meeting under art. 123-ter of Consolidated Law on Finance. The Company’s compliance with the Corporate Governance Code, drafted by the Corporate Governance Committee of listed companies, is illustrated in the appropriate section of the Directors’ report and we deem such illustration to be adequate and exhaustive. As far as our intervention is concerned, we assessed the existence of professional and independence requisites for the members of this Board and we also monitored the application of the self-examination procedure followed by the Board of Directors, with specific regard to the requisites set out for the independent directors. With reference to our supervisory activity concerning the Audit Firm independence requisite under art. 17, par. 9, let a), of Legislative Decree 39/2010, we hereby acknowledge the contents of the “Transparency Report” updated as at December 2011 and drafted by the Audit Firm and published on its web site, and we also received the written statement provided by art. 17, par. 9, let a), of Legislative Decree 39/2010 on March 26, 2012. Moreover, the Audit Firm informed us about its remuneration for activities other than those related to its audit activity and received by itself or by domestic and foreign entities belonging to its network. With reference to the “Principles on the Audit Firm independence” released by the National Board of Accountants as referred to in Consob resolution no. 15185, we note that such remuneration, reported hereunder (figures Euro/000), does not appear to represent any criticality impacting on the Audit Firm’s independence. Activities Italcementi and its italian subsidiaries Ciment Français and its subsidiaries Total Attestation 5 56 61 Other 315 72 387 Total 320 128 448 The Board of Statutory Auditors and the Audit Firm did not issue any opinions provided by law during the fiscal year. 304
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 No complaints under art. 2408 of the Italian Civil Code nor claims of any other nature reached this Board during the fiscal year. During our supervisory activity and based on the obtained information, we find no omissions, exceptionable actions, irregularities or any other material facts worth to be reported to the Supervisory Authorities or to be mentioned in this Report. The activity of this Board was conducted in no. 11 meetings, and by attending no. 6 Board of Directors’ meetings, no. 2 Executive Committee meetings, no. 5 Internal Control Committee meetings and no. 5 Remuneration Committee meetings. Furthermore, as previously mentioned, we met the Comités des comptes of Ciments Français S.A. and the supervisory body of Italmobiliare S.p.A. We do not have any remarks on the approval of the financial statements as at December 31, 2011, as prepared by the Directors and on the dividend distribution proposal. Dear Shareholders, upon approval of the financial statements as at December 31, 2011 our three-year office shall expire. We thank you for your trust and we hereby invite you to appoint a new Board of Statutory Auditors in accordance with law and the By-laws. The Board of Statutory Auditors (Prof. Maria Martellini) - Chairman (Prof. Mario Comana) – Standing Auditor (Dott.ssa Luciana Gattinoni) - Standing Auditor Bergamo, March 26, 2012 305 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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specifically, with laws and regulat
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Each section shall list in progress
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Financial statements Statement of f
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Statement of comprehensive income (
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Statement of cash flows (euro) Note
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Notes The Italcementi S.p.A. financ
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1.2. Accounting policies and basis
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1.7. Property, plant and equipment
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1.13. Inventories Inventories are m
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2011 Annual Report - Italcementi Group

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