Complete Annual Report - Uralita

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2004 Board of Nomination Audit TOTAL Directors and Remuneration Committee Thousands of euros Committee Nefinsa 36 6 6 48 Caja Duero 36 6 - 42 Atalaya Inversiones 36 - 6 42 Mr. Javier Serratosa Luján 72 - - 72 Mr. Javier Echenique Landíribar 36 12 6 54 Mr. José M. Serra Peris 36 - 6 42 Mr. Jesús Quintanal S. Emeterio 36 - - 36 Mr. José I. Olleros Piñero 36 - - 36 Mr. Íñigo Jodra Uriarte 36 - - 36 Mr. José A. Carrascosa Ruiz 36 - - 36 Mr. Javier González Ochoa 36 - - 36 Mr. Álvaro Rodríguez-Solano Romero 27 - - 27 TOTAL 459 24 24 507 The Group has no commitments for pensions or insurance premiums for members of the Board of Directors. Nor has it granted board members any advances, loans or guarantees. Compensation paid to senior managers (excluding those who are members of the Board of Directors, whose compensation is described previously) amounted to €1,044 thousand (5 managers) in 2005 and €1,633 thousand (seven managers) in 2004. In accordance with the terms of Law 26/2003 the Group defines its main activity as described in Note 1. In accordance with the information of Uralita, S.A. directors, there is no situation described in Law 26/2003 with respect to the ownership by members of the Board of Uralita, S.A. of equity stakes in companies with the same, similar or complementary business to the Group’s main activity. Similarly, these members have not carried and do not carry out on their own behalf or on the behalf of a third party, an activity which is similar or complementary to Company’s main activity. The detail of members of the Board of Directors of Uralita, S.A. who are directors in other companies with the same, similar or complementary business to the Company’s main activity is as follows: • Mr. Javier Serratosa Luján - Ursa Ibérica Aislantes, S.A. - Ursa International, GmbH • Mr. José Ignacio Olleros Piñero - Uralita BV - Uralita Holding BV • Mr. Álvaro Rodríguez-Solano Romero - Uralita BV - Uralita Holding BV 159
All these companies are subsidiaries of Uralita, S.A. In all cases, members of the management teams of all subsidiaries represent Urallita, S.A., as the main shareholder, with the exception of certain subsidiaries, belonging mainly to the Gypsum and Roofing businesses, whose management teams include representatives of minority shareholder Grupo Lafarge, which carries out similar activities to those carried out by Uralita Group. Representatives of the Uralita and Lafarge groups on these management teams do not hold stakes in the share capital of companies which carry out the same, similar or complementary business activities to those carried out by the companies making up the Uralita Group’s core business, nor do they hold positions of responsibility in other companies not belonging to the Group, which carry out a similar business activity. 23. Contingent assets and liabilities At 31 December 2005, there are no contingent assets or liabilities that could have a material impact on the financial position and equity reflected in the accompanying consolidated financial statements. 24. Environmental Information Some of the consolidated companies are required to comply with a series of legal provisions relating to the prevention and reduction of emissions, recovery of zones and the protection and improvement of the environment, and this has given rise to a series of investments and expenses. The net carrying values at 31 December 2005 of systems, equipment and facilities included in property, plant and equipment designed to protect and improve the environment amount to €4,935 thousand. Costs incurred in 2005 for environmental protection and improvement came to €1,037 thousand. All of these were ordinary expenses and mostly comprised wages paid to personnel who carry out environmental services, waste collection and treatment, environmental audits and similar certifications. At year-end 2005 no provisions were recorded for environmental actions, with €50 thousand having been used for cleaning tasks and waste collection resulting from the discontinuation of all production processes using asbestos in previous years. The follow-up of environmental contingencies is mainly undertaken by specialised personnel, while third parties are charged with carrying out environmental audits and waste management and collection. The evaluation of these contingencies has not indicated any eventual effects on the companies’ assets and results, nor are any additional contingencies of an environmental nature expected to arise from their activity. Environment-related subsidies and compensation obtained in 2005 amounted to €51 thousand. 160
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Annual Report 2005 CORPORATE SPIRIT
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Uralita Group Mejía Lequerica, 10
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Letter from the Chairman Dear Share
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Uralita Group Overview of the Urali
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From left to right: Mr. Javier Eche
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Overview of the Uralita Group Urali
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In the late 1980s and the 1990s, Ur
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Main markets The Group embarked on
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The Uralita Group in 2005 ECONOMIC
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Macroeconomic indicators and constr
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Now that all the divestments are co
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As a consequence, the organisationa
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Respect for and continuous developm
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STRATEGIC PRIORITIES FOR 2006 Incre
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Uralita Group Management Report by
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Annual Report 2005 Uralita Group In
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BUSINESS PERFORMANCE IN 2005 Market
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Financial highlights Million euros
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Annual Report 2005 Uralita Group Gy
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Unlike the plasterboard market, the
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2005 Results In 2005 the Gypsum Bus
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Annual Report 2005 Uralita Group Ro
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Financial highlights Million euros
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Annual Report 2005 Uralita Group Pi
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MILESTONES FOR 2006 The main object
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The Uralita Group on the Stock Mark
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Annual highs, lows and closing pric
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Uralita Group Corporate Governance
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A. SHARE CAPITAL STRUCTURE A.1. Sha
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A.8. Own shares. During the year 20
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Resignations from the Board of Dire
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B.1.6. Directors who are also execu
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B.1.9. Remuneration of Senior Manag
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Both the aforementioned Committee a
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Number of meetings of the different
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B.1.31. Stakes held by members of t
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Nomination and Remuneration Committ
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C. RELATED PARTY TRANSACTIONS C.1.
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• To obtain the Risk Portfolio so
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In particular, the following measur
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E.12. Address and access to the cor
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The delegation of exclusive powers
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Recommendation 14. AGE OF DIRECTORS
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Uralita’s Board of Directors seek
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In application of the policies of t
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Corporate Social Responsibility 1.
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3. Responsibility for the Environme
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Uralita’s commitment to its share
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5.3. Training 5.3.1. Human Resource
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5.3.4. URSA invests in Human Resour
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Page 113 and 114: 6.2. Third-party training The Urali
Page 116: Uralita Group Annual Financial Stat
Page 120 and 121: Translation of consolidated financi
Page 122 and 123: Translation of consolidated financi
Page 124 and 125: and Social Measures. Note 4 sets ou
Page 126 and 127: Equity at 31 December 2004 Attribut
Page 128 and 129: d. Changes in consolidation scope I
Page 130 and 131: 4. Main accounting principles The m
Page 132 and 133: Where the carrying amount exceeds t
Page 134 and 135: • Trade and other payables Trade
Page 136 and 137: Provisions for guarantees Provision
Page 138 and 139: 4.19. Consolidated cash flow statem
Page 140 and 141: • The business plans prepared are
Page 142 and 143: The movement in this heading in the
Page 144 and 145: The sale of cash-generating units r
Page 146 and 147: At 31 December 2005, the parent com
Page 148 and 149: Thousands of euros 2005 2004 Uralit
Page 150 and 151: The private bond placement was held
Page 152 and 153: 16. Guarantees As of 31 December 20
Page 154 and 155: Other operating expenses The detail
Page 156 and 157: • Pipes • Chemicals The busines
Page 158 and 159: Revenues Profit (loss) before taxes
Page 160 and 161: In 2004, as profit estimates by the
Page 164 and 165: APPENDIX 1 - Subsidiaries - 2005 By
Page 166 and 167: Results at the Gypsum Business show
Page 168: Mejía Lequerica, 10 28004 Madrid (
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Complete Annual Report - Uralita

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