2011 Annual Report - Italcementi Group

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Contents PRESENTATION Letter to the stakeholders 4 Italcementi Group in the world 6 Highlights 8 Italcementi S.p.A. on the Stock Exchange 9 GENERAL INFORMATION Professional profiles of the members of the Board of Directors and the Board of Statutory Auditors 15 Notice of call 22 ANNUAL REPORT Consolidated Annual Report Directors’ report Results and significant events for the year 29 The international economy and industry trends 31 Business and financial performance in 2011 32 Risks and uncertainties 41 Performance by country and business 45 Energy project 51 Dealings with related parties 53 Information systems 54 Engineering, technical assistance research and development 58 Innovation 59 E-business 59 Disputes and pending proceedings 60 Significant events after December 31, 2011 61 Outlook 62 Consolidated financial statements Financial statements 64 Notes 69 Annexes 137 Representation pursuant to art. 154-bis paragraph 5 TUF 145 Report of the Independent Auditors 146 Italcementi S.p.A. Annual Report Directors’ report Results and significant events for the year 151 Dealings with related parties 155 Human resources 157 Disputes and pending proceedings 161 Italcementi Cav. Lav. Carlo Pesenti foundation 161 Performance of the Ciments Français group 163 Report on corporate governance and ownership structure 165 Resolution 201 Separate financial statements Financial statements 240 Notes 245 Annexes 299 Representation pursuant to art. 154-bis paragraph 5 TUF 301 Report of the Board of Statutory Auditors 302 Report of the Independent Auditors 308 EXTRAORDINARY SESSION 309 This Annual Report has been prepared in English for the convenience of international readers. The original Italian documents should be considered the authoritative version.
2011 Annual Report Italcementi S.p.A. Via G. Camozzi, 124 - 24121 Bergamo - Italy Share Capital € 282,548,942 Bergamo Companies Register Company subject to management and coordination activity by Italmobiliare S.p.A. The photos illustrating this report refer to the i.lab project, the Italcementi Group's new Research and Innovation Center in Bergamo, designed by architect Richard Meier. The i.lab building, which covers a surface area of 23,000 square meters, has been build under LEED standards, the most authoritative rating system assessing the energy and environmental sustainability of buildings.
Page 1: 2011 Annual Report
Page 7 and 8: The Group has decided to take a fur
Page 9 and 10: 2011 Annual Report Presentation Ita
Page 17 and 18: 2011 Annual Report Presentation 4 G
Page 27: 2011 Annual Report Presentation 4 G
Page 30 and 31: Directors’ report Following the a
Page 32 and 33: The Calcestruzzi group returned to
Page 34 and 35: Financial performance in 2011 Key c
Page 36 and 37: In cement and clinker, performance
Page 38 and 39: Revenue and operating performance C
Page 40 and 41: The loss relating to continuing ope
Page 42 and 43: Net debt breakdown (in millions of
Page 44 and 45: 4. Implementation of defined mitiga
Page 46 and 47: Financial disclosure risks The main
Page 48 and 49: the negative trend in sales volumes
Page 50 and 51: 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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Page 150 and 151:
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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238
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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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At December 31, 2011, the average m
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19.3.1 Fair value of derivatives Th
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19.4.1 Interest-rate risk hedging T
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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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308
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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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