Complete Annual Report - Uralita

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Uralita Group Corporate Governance Annual Report
Uralita, S.A. Corporate Governance Annual Report for the Year Ended 31 December 2005 Approved by the Board of Directors on 27 March 2006 INTRODUCTION The present Corporate Governance Annual Report, approved by the Board of Directors of Uralita, S.A. (“Uralita”) at its Meeting of 27 March 2006, has been prepared in accordance with Law 26/2003 of 17 July, Ministerial Order ECO 3722/2003 dated 26 December and Circular 1/2004, of 17 March, issued by the Comisión Nacional del Mercado de Valores (the Spanish securities regulator or the “CNMV”). These regulations have been passed in recent years with the aim of reinforcing transparency at listed companies. This Report shall be presented to shareholders at the Ordinary General Meeting of Shareholders and will be notified to the CNMV as a Significant Event. Also, this Report shall be available to shareholders on its website, so satisfying the shareholders’ right to information as set out in articles 112 of the revised Corporations Law and 117 of Securities Market Law 24/1988, dated 28 July. In this way, any interested party can become acquainted with the Uralita Group’s corporate governance policies. The Report’s content and structure have been adapted to comply with the CNMV’s Circular 1/2004 of 17 March regarding the annual corporate governance report of listed companies and other entities issuing securities for trading on secondary official securities markets, and other information vehicles of listed companies. 62
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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
Page 12 and 13: Overview of the Uralita Group Urali
Page 14 and 15: In the late 1980s and the 1990s, Ur
Page 16: Main markets The Group embarked on
Page 19 and 20: The Uralita Group in 2005 ECONOMIC
Page 21 and 22: Macroeconomic indicators and constr
Page 23 and 24: Now that all the divestments are co
Page 25 and 26: As a consequence, the organisationa
Page 27 and 28: Respect for and continuous developm
Page 29 and 30: STRATEGIC PRIORITIES FOR 2006 Incre
Page 32 and 33: Uralita Group Management Report by
Page 34 and 35: Annual Report 2005 Uralita Group In
Page 36 and 37: BUSINESS PERFORMANCE IN 2005 Market
Page 38 and 39: Financial highlights Million euros
Page 40 and 41: Annual Report 2005 Uralita Group Gy
Page 42 and 43: Unlike the plasterboard market, the
Page 44 and 45: 2005 Results In 2005 the Gypsum Bus
Page 46 and 47: Annual Report 2005 Uralita Group Ro
Page 50 and 51: Financial highlights Million euros
Page 52 and 53: Annual Report 2005 Uralita Group Pi
Page 56: MILESTONES FOR 2006 The main object
Page 59 and 60: The Uralita Group on the Stock Mark
Page 61 and 62: Annual highs, lows and closing pric
Page 66 and 67: A. SHARE CAPITAL STRUCTURE A.1. Sha
Page 68 and 69: A.8. Own shares. During the year 20
Page 70 and 71: Resignations from the Board of Dire
Page 72 and 73: B.1.6. Directors who are also execu
Page 74 and 75: B.1.9. Remuneration of Senior Manag
Page 76 and 77: Both the aforementioned Committee a
Page 78 and 79: Number of meetings of the different
Page 80 and 81: B.1.31. Stakes held by members of t
Page 82 and 83: Nomination and Remuneration Committ
Page 84 and 85: C. RELATED PARTY TRANSACTIONS C.1.
Page 86 and 87: • To obtain the Risk Portfolio so
Page 88 and 89: In particular, the following measur
Page 90 and 91: E.12. Address and access to the cor
Page 92 and 93: The delegation of exclusive powers
Page 94 and 95: Recommendation 14. AGE OF DIRECTORS
Page 96 and 97: Uralita’s Board of Directors seek
Page 98: In application of the policies of t
Page 101 and 102: Corporate Social Responsibility 1.
Page 103 and 104: 3. Responsibility for the Environme
Page 105 and 106: Uralita’s commitment to its share
Page 107 and 108: 5.3. Training 5.3.1. Human Resource
Page 109 and 110: 5.3.4. URSA invests in Human Resour
Page 111 and 112: ) 477 employees from the Group Corp
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6.2. Third-party training The Urali
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Uralita Group Annual Financial Stat
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Translation of consolidated financi
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Translation of consolidated financi
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and Social Measures. Note 4 sets ou
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Equity at 31 December 2004 Attribut
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d. Changes in consolidation scope I
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4. Main accounting principles The m
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Where the carrying amount exceeds t
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• Trade and other payables Trade
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Provisions for guarantees Provision
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4.19. Consolidated cash flow statem
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• The business plans prepared are
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The movement in this heading in the
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The sale of cash-generating units r
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At 31 December 2005, the parent com
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Thousands of euros 2005 2004 Uralit
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The private bond placement was held
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16. Guarantees As of 31 December 20
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Other operating expenses The detail
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• Pipes • Chemicals The busines
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Revenues Profit (loss) before taxes
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In 2004, as profit estimates by the
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2004 Board of Nomination Audit TOTA
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APPENDIX 1 - Subsidiaries - 2005 By
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Results at the Gypsum Business show
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Mejía Lequerica, 10 28004 Madrid (
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Complete Annual Report - Uralita

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