2011 Annual Report - Italcementi Group

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• 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 to face temporary distortions caused by 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 interests of the company; • offer shareholders an additional tool to monetize their investments. The purchase price of each share shall not exceed 15% of the average reference share price occurred on the same regulated market in the three sessions preceding each transaction; the overall consideration to be paid by the company for the purchase shall in no case exceed the amount of 100 million euro; the maximum number of ordinary and/or savings shares acquired shall not have an overall nominal value, including treasury shares already held as of the date hereof by the company and by the subsidiaries, in excess of one tenth of the share capital. Furthermore: • the purchasing shall normally be conducted so that equitable treatment of shareholders is ensured and offers to purchase directly matched with pre-determined offers to sell are not allowed, or, taking into account the various possible purposes, in any other manner allowed under current laws and regulations governing the stock market on which the transactions are performed; • the shares shall be disposed of in any manner deemed appropriate to achieve the objectives pursued, directly or through intermediaries, in compliance with current applicable national and European laws and regulations; • treasury shares purchases and sales shall be performed in compliance with applicable laws and, specifically, with laws and regulations governing the stock market on which the transactions are performed; - to severally grant to the Chairman, Executive Deputy Chairman, Deputy Chairman and Chief Executive Officer in office from time to time any power to proceed with the purchases and sales and in any case to execute the above resolutions, also through attorneys-in-fact, complying with any requirements presented by the competent authorities; 5) to appoint, by supplementing the Board of Directors, Messrs. Carlo Garavaglia and Giulio Antonello, who will remain in office until expiration of the current Board of Directors, i.e. upon approval of the financial statements as at December 31, 2012; 6) to appoint members of the Board of Statutory Auditors for the three year period 2012-2014, i.e. upon approval of the financial statements as at December 31, 2014, Messrs: Maria Martellini Luciana Gattinoni Mario Comana Carlo Luigi Rossi Luciana Ravicini Fabio Bombardieri Chairman Acting auditor Acting auditor Substitute auditor Substitute auditor Substitute auditor and to fix the Chairman’s annual compensation in Euro 75,000 and in Euro 50,000 the annual compensation for each Acting auditor; 324
7) to increase the total amount of rights to participate in the «Long term monetary incentive plan for officers, linked to the appreciation of <strong>Italcementi</strong> shares» from the current 669,000 to 2,221,000. Extraordinary session: To amend articles 5 (Share capital), 15 (Appointment of the Board of Directors), 16 (Replacement of Directors), 26 (Appointment of the Board of Statutory auditors) and 27 (Replacement of Auditors) of the Company By-Laws. 325 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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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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Past service cost Changes in liabil
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Interest income Interest income is
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2.1 Investment property Investment
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The list of investments in subsidia
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Current assets 6. Inventories (in t
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Equity 12. Share capital At Decembe
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Dividends paid Dividends approved i
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18. Deferred tax assets and deferre
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19. Net debt An itemized correlatio
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Main bank loans and drawn and avail
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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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