2021 ANNUAL REPORT
Cementir Holding N.V.
Registered Office: 36, Zuidplein, 1077 XV, Amsterdam, The Netherlands
P: +31 (0) 20 799 7619
Secondary and operational office: 200, Corso di Francia, 00191 Rome, Italy
P: +39 06 324931
www.cementirholding.com
Share capital: € 159,120,000
VAT number: 02158501003
Tax number: 00725950638
CCI number 76026728 - Netherlands Chamber of Commerce
2021 Annual Report Cementir Holding NV | 1
Contents
General information
Group profile
4
Global presence
5
Performance, financial and equity highlights
7
Cementir Holding on the stock exchange
11
Company officers
13
Directors’ report
16
17
39
47
73
78
83
83
84
Introduction
Group Performance
Risk and Uncertainties
Corporate Governance
Report of the Non-Executive Directors
Other Information
Subsequent events after the Reporting Date
Business Outlook
Proposed allocation of the loss for the year 2021 of Cementir Holding NV
Remuneration Report
85
Cementir Holding NV consolidated financial statements
Consolidated financial statements
108
Notes to the consolidated financial statements
114
Annexes to the consolidated financial statements
180
Cementir Holding NV separate financial statements
Separate financial statements
184
Notes to the separate financial statements
191
Other information
Independent auditors’ report 219
2021 Annual Report Cementir Holding NV | 2
BLANK PAGE
GENERAL INFORMATION
2021 Annual Report Cementir Holding N.V. | 4
GROUP PROFILE
Cementir Holding is a multinational group with registered office in the Netherlands operating in the building
materials sector. The Group is the global leader in white cement with 3.3 million tons of installed capacity, the
leading producer of cement in Denmark and of ready-mixed concrete in the Scandinavian area, the third largest
producer in Belgium and among the main international operators for grey cement in Turkey. In Belgium, the
Group operates one of the largest aggregate quarries in Europe. In Turkey and the United Kingdom, Cementir
is also active in the processing of urban and industrial waste, used to produce waste-derived fuel for cement
plants.
The Group’s international growth over the years was mainly driven by investments and acquisitions for over
EUR 1.7 billion, which have transformed the company from a domestic to a multinational player with production
sites in 18 countries, a production capacity of over 13 million tons of grey and white cement, and a commercial
presence in over 70 countries. The company continues to pursue a strategy aimed at geographical and product
diversification with a view to environmental sustainability.
The Group has boosted the extensive use of digital technology in production processes with the Cementir 4.0
project, which aims to ensure a level of operational excellence along the entire value chain, including limestone
extraction, the use of raw materials and alternative fuels, predictive maintenance, supply management and
logistics.
Cementir has set ambitious targets to reduce its CO
2
emissions that have been independently verified by the
Science Based Targets initiative (SBTi) and judged consistent with the goal of keeping warming well below
2°C. The Group has defined a ten-year Roadmap and in the 2022-2024 Business Plan, it will commit funds of
around EUR 97 million to sustainability projects, including: large-scale production of low carbon footprint
sustainable products such as FUTURECEM
TM
, which reduces CO
2
emissions by 30%; the use of alternative
raw materials and fuels, or more sustainable fuels such as natural gas, investments aimed at reducing the
consumption of thermal energy and electricity in our plants in Denmark and Belgium.
In December 2021, the Group obtained an improvement in its climate change rating to an "A-", ranking above
the average for the cement and ready-mixed concrete sector (B), the European average (B) and the global
average (B-). Cementir also obtained a B score for the first time for "Water Security", in line with the sector
and the European average (B).
In May 2021, the rating agency Standard & Poor’s assigned Cementir Holding a rating of BBB- with Stable
Outlook.
Cementir Holding has been listed on the Milan Stock Exchange since 1955 and today is one of the leading
companies in the Euronext STAR Milan segment. Since 1992 Cementir has been part of the Caltagirone
Group, one of the leading private business groups in Italy with activities in the residential construction,
infrastructure, publishing, real estate and finance sectors.
11
13.1 (million t)
101
11.2 (million t)
5.1 (million m
3
)
11.1 (million t)
1,360 (million/€)
311 (million/€)
3,083
2021 Annual Report Cementir Holding N.V. | 5
GLOBAL PRESENCE
Grey cement production capacity: 9.8 million t
White cement production capacity: 3.3 million t
Grey cement sales: 8.2 million t
White cement sales: 3.0 million t
Ready-mixed concrete sales: 5.1 million m
3
Aggregate sales: 11.1 million t
Cement plants: 11
Terminals: 60
Ready-mixed concrete plants: 101
Quarries: 12
Cement product plants: 1
Waste management facilities: 2
Denmark
Grey cement production capacity: 2.1 million t
White cement production capacity: 0.85 million t
Cement plants: 1 (7 kilns)
Ready-mixed concrete plants: 33
Terminals: 7
Quarries: 3
Norway
Ready-mixed concrete plants: 26
Terminals: 1
Sweden
Ready-mixed concrete plants: 9
Quarries: 5
United Kingdom
Waste management facilities: 1
Terminals: 2
Latvia
Terminals: 1
Iceland
Terminals: 3
Netherlands
Terminals: 1
Poland
Terminals: 1
Belgium
Grey cement production capacity: 2.3 million t
Cement plants: 1
Ready-mixed concrete plants: 9
Terminals: 1
Quarries: 3
France
Ready-mixed concrete plants: 5
Terminals: 2
USA
White cement production capacity: 0.26 million t
Cement plants: 2
Cement product plants: 1
Terminals: 31
Turkey
Grey cement production capacity: 5.4 million t
Cement plants: 4
Ready-mixed concrete plants: 19
Waste management facilities: 1
Egypt
White cement production capacity: 1.1 million t
Cement plants: 1
China
White cement production capacity: 0.75 million t
Cement plants: 1
Terminals: 4
Malaysia
White cement production capacity: 0.35 million t
Cement plants: 1
Terminals: 2
Australia
Terminals: 4
Italy
Secondary and operational office of Cementir Holding N.V.
2021 Annual Report Cementir Holding N.V. | 6
Nordic & Baltic
Volumes sold (million/t–m
3
)
2021
2020
Denmark
Grey cement sales
1.81
1.68
White cement sales
0.86
0.81
Ready-mixed concrete sales
1.22
1.15
Aggregate sales
0.82
0.71
Norway
Ready-mixed concrete sales
0.80
0.77
Sweden
Ready-mixed concrete sales
0.24
0.24
Aggregate sales
3.56
3.60
Belgium / France
Volumes sold (million/t–m
3
)
2021
2020
Belgium / France
Grey cement sales
2.07
2.02
Ready-mixed concrete sales
0.94
0.81
Aggregate sales
5.46
5.22
North America
Volumes sold (million/t)
2021
2020
United States
White cement sales
0.67
0.65
Turkey
Volumes sold (million/t–m
3
)
2021
2020
Grey cement sales
4.47
4.30
Ready-mixed concrete sales
1.89
1.47
Egypt
Volumes sold (million/t)
2021
20120
White cement sales
0.57
0.49
Asia Pacific
Volumes sold (million/t)
2021
2020
China
White cement sales
0.72
0.72
Malaysia
White cement sales
0.33
0.30
2021 Annual Report Cementir Holding N.V. | 7
PERFORMANCE, FINANCIAL AND EQUITY HIGHLIGHTS
PERFORMANCE HIGHLIGHTS
(EUR’000)
2021
2020
2019
2018
2017
2016
2015
Revenue from sales and services
1,359,976
1,224,793
1,211,828
1,196,186
1,140,006
1,027,578
969,040
EBITDA
310,952
263,740
263,794
238,504
222,697
197,826
194,036
EBITDA Margin %
22.9%
21.5%
21.8%
19.9%
19.5%
19.3%
20.0%
EBIT
197,783
157,173
151,743
153,213
140,565
94,659
97,645
EBIT Margin %
14.5%
12.8%
12.5%
12.8%
12.3%
9.2%
10.1%
Net financial income (expense)
(25,797)
(14,615)
(25,095)
31,422
(13,912)
23,936
3,998
Profit before taxes
171,986
142,558
126,648
184,635
126,653
118,595
101,643
Income taxes
(48,992)
(33,195)
(36,219)
(35,866)
(16,393)
(33,246)
(26,542)
Profit from continuing operations
122,995
109,363
90,429
148,769
110,260
85,349
75,101
Profit margin %
9.0%
8.9%
7.5%
12.4%
9.7%
8.3%
7.8%
Profit (loss) from discontinued
operations
-
-
-
(13,109)
(33,094)
-
-
Profit for the year
122,995
109,363
90,429
135,660
77,166
85,349
75,101
Profit attributable to the owners of
the parent
113,316
102,008
83,569
127,194
71,471
67,270
67,477
Profit margin %
8.3%
8.3%
6.9%
10.6%
6.3%
6.5%
7.0%
2021 Annual Report Cementir Holding N.V. | 8
FINANCIAL AND EQUITY HIGHLIGHTS
(EUR’000)
2021
2020
2019
2018
2017
2016
2015
Net capital employed
1,267,932
1,305,142
1,421,195
1,383,799
1,558,929
1,622,741
1,353,192
Total assets
2,111,058
2,232,379
2,266,094
2,132,223
2,357,329
2,435,444
1,849,551
Total equity
1,227,557
1,182,962
1,181,567
1,128,384
1,015,658
1,060,303
1,131,105
Equity attributable to the owners of
the parent
1,088,128
1,056,709
1,044,627
997,146
956,188
992,697
1,048,670
Net financial debt
40,375
122,181
239,629
255,415
543,271
562,438
222,087
PROFIT AND EQUITY RATIOS
2021
2020
2019
2018
2017
2016
2015
Return on equity (a)
10.0%
9.2%
7.7%
13.2%
10.9%
8.0%
6.6%
Return on capital employed (b)
15.6%
12.0%
10.7%
11.1%
9.0%
5.8%
7.2%
Equity ratio (c)
57.7%
52.7%
51.8%
52.5%
42.8%
42.8%
60.7%
Net gearing ratio (d)
3.3%
10.4%
20.4%
22.8%
53.8%
54.0%
19.8%
Net financial debt/EBITDA
0.1x
0.5x
0.9x
1.1x
2.4x
2.8x
1.1x
(a) Profit (loss) from continuing operations/Total equity
(b) EBIT/Net capital employed
(c) Adjusted equity/Total assets
(d) Net financial debt/ Adjusted equity
PERSONNEL AND INVESTMENTS
2021
2020
2019
2018
2017
2016
2015
Number of employees (at 31 Dec)
3,083
2,995
3,042
3,083
3,021
3,667
3,032
Acquisitions (EUR million)
3.8
-
-
(223)
7.5
405.4
(e)
-
Investments (EUR million)
99.1
(f)
85.9
(f)
88.4
(f)
66.7
85.8
71.8
61.3
(e) On a cash and debt-free basis.
(f) Including investments accounted for in accordance with IFRS.
SALES VOLUMES
(000)
2021
2020
2019
2018
2017
2016
2015
Grey and white cement (metric tons)
11,156
10,712
9,489
9,828
10,282
10,110
9,368
Ready-mixed concrete (m
3
)
5,093
4,435
4,116
4,921
4,948
4,420
3,749
Aggregates (t)
11,052
10,222
9,710
9,953
9,335
4,462
3,813
EBITDA PERFORMANCE
2021 Annual Report Cementir Holding N.V. | 9
REVENUE FROM SALES AND SERVICES BY GEOGRAPHICAL SEGMENT
(EUR’000)
2021
2020
Change %
Nordic & Baltic
617,365
562,433
9.8%
Belgium
274,957
253,237
8.6%
North America
155,478
152,968
1.6%
Turkey
173,263
141,834
22.2%
Egypt
50,729
43,364
17.0%
Asia Pacific
108,017
94,660
14.1%
Holding and Services
136,580
89,771
52.1%
Eliminations
(156,413)
(113,474)
37.8%
Total revenue from sales and services
1,359,976
1,224,793
11.0%
EBITDA BY GEOGRAPHICAL SEGMENT
(EUR’000)
2021
2020
Change %
Nordic & Baltic
147,254
151,921
-3.1%
Belgium
68,602
61,206
12.1%
North America
23,829
21,299
11.9%
Turkey
1
38,304
6,830
460.8%
Egypt
10,842
9,802
10.6%
Asia Pacific
26,829
23,913
12.2%
Holding and Services
2
(4,708)
(11,231)
58.1%
Total EBITDA
310,952
263,740
17.9%
1
Includes non-recurring revenue of EUR 18.3 million in 2021 and EUR 3.6 million in 2020.
2
Includes non-recurring charges of EUR 7.2 million in 2021 and EUR 3.0 million in 2020.
2021 Annual Report Cementir Holding N.V. | 10
REVENUE FROM SALES AND SERVICES BY BUSINESS SEGMENT
(EUR’000)
2021
2020
Change %
Cement
853,796
779,256
9.6%
Ready-mixed concrete
448,632
390,869
14.8%
Aggregates
94,142
88,568
6.3%
Waste
12,243
12,077
1.4%
Other
128,142
91,080
40.7%
Eliminations
(176,979)
(137,057)
-29.1%
Total revenue from sales and services
1,359,976
1,224,793
11.0%
EBITDA BY BUSINESS SEGMENT
(EUR’000)
2021
2020
Change %
Cement
1
231,770
207,555
11.7%
Ready-mixed concrete
48,747
35,212
38.4%
Aggregates
32,958
30,799
7.0%
Waste
2
875
(1,466)
159.7%
Other
3
(3,398)
(8,360)
59.4%
Total EBITDA
310,952
263,740
17.9%
1
Includes non-recurring revenue of EUR 18.3 million in 2021 and EUR 3.6 million in 2020.
2
Includes non-recurring charges of EUR 3.1 million in 2020.
3
Includes non-recurring charges of EUR 7.2 million in 2021 and EUR Euro 3.0 million in 2020.
2021 Annual Report Cementir Holding N.V. | 11
CEMENTIR HOLDING ON THE STOCK EXCHANGE
KEY MARKET DATA
(EUR’000)
2021
2020
2019
2018
2017
Share capital at 31 December (EUR)
159,120,000
159,120,000
159,120,000
159,120,000
159,120,000
Number of ordinary shares
159,120,000
159,120,000
159,120,000
159,120,000
159,120,000
Treasury shares at 31 December
3,600,000
694,500
Earnings per share (EUR)
0.712
0.641
0.525
0.799
0.449
Dividend per share (EUR)
0.18
(1)
0.14
0.14
0.14
0.10
Pay-out ratio
25.3%
21.8%
26.7%
17.5%
21.8%
Dividend yield
(2)
2.1%
2.1%
2.7%
2.7%
1.3%
Market capitalisation (EUR million)
(2)
1,333.4
1,058.1
1,069.9
816.3
1,201.4
Share price (EUR)
Low
6.60
4.17
4.98
4.48
3.86
High
9.98
7.20
7.15
8.19
7.63
Year-end price
8.38
6.65
6.72
5.13
7.55
(1) Dividend proposed to the Shareholders’ Meeting.
(2) Figures are calculated on the basis of the year-end price.
CEMENTIR HOLDING SHARE PRICE PERFORMANCE (31 DECEMBER 2011 – 31 DECEMBER 2021)
2012 2013 2014 2015 2016 2017 2018 2019 2020 2021
2021 Annual Report Cementir Holding N.V. | 12
PERFORMANCE OF CEMENTIR HOLDING SHARES VERSUS FTSE ITALIA MID CAP, FTSE ITALIA
ALL SHARE AND FTSE ITALIA STAR INDEXES (BASE 31 DECEMBER 2011 = 100)
PERFORMANCE OF CEMENTIR HOLDING SHARES VERSUS FTSE ITALIA MID CAP, FTSE ITALIA
ALL SHARE AND FTSE ITALIA STAR INDEXES (BASE 4 JANUARY 2021 = 100)
Jan-21 Feb-21 Mar-21 Apr-21 May-21 Jun-21 Jul-21 Aug-21 Sep-21 Oct-21 Nov-21 Dec-21
2021 Annual Report Cementir Holding N.V. | 13
COMPANY OFFICERS
Board of Directors
1
Executive Director Francesco Caltagirone Jr.
In office until approval of 2022 financial Chairman and CEO
statements
Non-Executive Director
and Vice-Chairman
2
Alessandro Caltagirone
Non-Executive Director
and Vice-Chairwoman
3
Azzurra Caltagirone
Non-Executive Directors Edoardo Caltagirone
Saverio Caltagirone
Fabio Corsico
Veronica De Romanis (independent)
Paolo Di Benedetto (independent)
4
Chiara Mancini (independent)
Audit Committee
5
Chairwoman Veronica De Romanis (independent)
Members Paolo Di Benedetto (independent)
Chiara Mancini (independent)
Remuneration and Nomination Chairwoman Chiara Mancini (independent)
Committee
6
Members Paolo Di Benedetto (independent)
Veronica De Romanis (independent)
Sustainability Committee
7
Chairman Francesco Caltagirone Jr.
Members Veronica De Romanis (independent)
Chiara Mancini (independent)
Independent Auditors PricewaterhouseCoopers Accountants
N.V.
8
1
Appointed by resolution of the shareholders' meeting of 20 April 2020.
2
Appointed by resolution of the Board of Directors dated 24 April 2020
3
Appointed by resolution of the Board of Directors dated 24 April 2020
4
Appointed Senior Non Executive Director by resolution of the Board of Directors dated 24 April 2020
5
Appointed by resolution of the Board of Directors dated 24 April 2020
6
Appointed by resolution of the Board of Directors dated 24 April 2020
7
Appointed by resolution of the Board of Directors dated 28 July 2021.
8
The shareholders’ meeting of 20 April 2020 entrusted the assignment of Statutory auditing for the period 2021–2030 to auditing company
PricewaterhouseCoopers Accountants NV.
2021 Annual Report Cementir Holding N.V. | 14
BLANK PAGE
DIRECTOR’S REPORT
2021 Directors' Report Cementir Holding NV | 16
INTRODUCTION
This Directors’ Report refers to the separate and consolidated financial statements of the Cementir Group as
at 31 December 2021. These statements have been prepared in accordance with the International Financial
Reporting Standards (IFRS) as adopted by the EU, and with Part 9 of Book 2 of the Dutch Civil Code.
This report should be read together with the separate and consolidated financial statements for the year 2021.
These financial statements of Cementir Group have been prepared on the basis of the going concern
assumption.
GROUP PROFILE
Cementir Holding N.V. is a multinational group with registered office in the Netherlands operating in the building
materials sector. The Group is the global leader in white cement with 3.3 million tonnes of installed capacity,
the leading producer of cement in Denmark and of ready-mixed concrete in the Scandinavian area, the third-
largest producer in Belgium and among the main international operators for grey cement in Turkey. In Belgium,
the Group operates one of the largest aggregate quarries in Europe. In Turkey and the United Kingdom,
Cementir is also active in the processing of urban and industrial waste, used to produce fuel for cement plants
from waste.
Cementir’s international growth over the years was mainly driven by investments and acquisitions for over
EUR 1.7 billion, which have transformed the company from a domestic to a multinational player with production
sites in 18 countries, a production capacity of over 13 million tonnes of cement and a commercial presence in
over 70 countries. The company continues to pursue a strategy aimed at geographical and product
diversification with a view to environmental sustainability.
The Group has boosted the extensive use of digital technology in production processes with the Cementir 4.0
project, which aims to ensure a level of operational excellence along the entire value chain, including limestone
extraction, the use of raw materials and alternative fuels, predictive maintenance, supply management and
logistics. Cementir has set ambitious targets to reduce its CO
2
emissions that have been independently verified
by the Science Based Targets initiative (SBTi) and judged consistent with the goal of keeping warming well
below 2°C. The Group has defined a ten-year Roadmap and in the 2022-2024 Business Plan, it will commit
funds of around EUR 97 million to sustainability projects, including: large-scale production of low carbon
footprint sustainable products such as FUTURECEM
TM
, which reduces CO
2
emissions by 30%; the use of
alternative raw materials and fuels, or more sustainable fuels such as natural gas, investments aimed at
reducing the consumption of thermal energy and electricity in our plants in Denmark and Belgium.
In December 2021, the Group obtained an improvement in its climate change rating to an "A-", ranking, above
the average for the cement and ready-mixed concrete sector (B), the European average (B) and the global
average (B-). Cementir also obtained a B score for the first time for "Water Security", in line with the sector
and the European average (B).
In May 2021, the rating agency Standard & Poor’s assigned Cementir Holding a rating of BBB- with Stable
Outlook.
Cementir Holding has been listed on the Milan Stock Exchange since 1955 and today is one of the main
companies in the Euronext STAR Milan segment. Since 1992, Cementir has been part of the Caltagirone
Group, one of the leading private business groups in Italy with activities in the residential construction,
infrastructure, publishing, real estate and finance sectors.
2021 Directors' Report Cementir Holding NV | 17
GROUP PERFORMANCE
The consolidated income statement for 2021 is reported below, with comparative figures provided for 2020:
Financial Highlights
(EUR'000)
2021
2020
Change %
REVENUE FROM SALES AND SERVICES
1,359,976
1,224,793
11.0%
Change in inventories
14,733
(14,436)
202.1%
Increase for internal work and other income
39,011
22,442
73.8%
TOTAL OPERATING REVENUE
1,413,720
1,232,799
14.7%
Raw materials costs
(566,468)
(461,195)
22.8%
Personnel costs
(181,406)
(188,430)
-3.7%
Other operating costs
(354,894)
(319,434)
11.1%
TOTAL OPERATING COSTS
(1,102,768)
(969,059)
13.8%
EBITDA
310,952
263,740
17.9%
EBITDA Margin %
22.9%
21.5%
Amortisation, depreciation, impairment losses and provisions
(113,169)
(106,567)
6.2%
EBIT
197,783
157,173
25.8%
EBIT Margin %
14.5%
12.8%
Share of net profits of equity-accounted investees
818
571
43.3%
Net financial income (expense)
(26,615)
(15,186)
-75.3%
NET FINANCIAL INCOME (EXPENSE)
(25,797)
(14,615)
-76.5%
PROFIT BEFORE TAXES
171,986
142,558
20.6%
PROFIT BEFORE TAXES/REVENUE %
12.6%
11.6%
Income taxes
(48,991)
(33,195)
47.6%
PROFIT (LOSS) FROM CONTINUING OPERATIONS
122,995
109,363
12.5%
PROFIT FOR THE YEAR
122,995
109,363
12.5%
Attributable to:
Non-controlling interests
9,679
7,355
31.6%
Owners of the Parent
113,316
102,008
11.1%
Sales volumes
(EUR'000)
2021
2020
Change %
Grey, White cement and Clinker (metric tons)
11,156
10,712
4.1%
Ready-mixed concrete (m3)
5,093
4,435
14.8%
Aggregates (metric tons)
11,052
10,222
8.1%
During 2021, cement and clinker sales volumes, equal to 11.2 million tonnes, recorded an increase of 4.1%
compared to 2020 thanks to the favourable trend in all countries.
Sales volumes of ready-mixed concrete, equal to 5.1 million cubic metres, were up by 14.8% mainly due to
the increase in Turkey and, to a lesser extent, in Denmark and Norway.
In the aggregates segment, sales volumes amounted to 11.1 million tonnes, up by 8.1%.
Group revenue reached EUR 1,360.0 million, up 11% compared to EUR 1,224.8 million in 2020. At
constant 2020 exchange rates, revenue would have reached EUR 1,399.5 million, up by 14.3% on the
previous year.
2021 Directors' Report Cementir Holding NV | 18
Operating costs totalled EUR 1,102.8 million, up 13.8% compared to 2020 (EUR 969.1 million).
The cost of raw materials amounted to EUR 566.5 million (EUR 461.2 million in 2020), up 23% both due
to higher business volumes mainly in Turkey and the generalised increase in fuel prices.
Personnel costs amounted to EUR 181.4 million, down compared to EUR 188.4 million in 2020.
Other operating costs amounted to 354.9 million Euros compared to EUR 319.4 million in 2020, an
increase of 11%, mainly due to the increase in transport costs.
EBITDA amounted to EUR 311.0 million, up 17.9% from EUR 263.7 million in 2020, following improved
results in all countries except Denmark and Malaysia. This result benefited from net non-recurring income
of EUR 11.1 million, linked to the valuation of the value of non-industrial properties in Turkey and Italy
(EUR 6.7 million in 2020; it should also be noted that in the last year non-recurring charges were incurred
related to the sale of certain machinery in Turkey, the execution of a settlement agreement and other legal
charges of EUR 6.1 million, for a net impact due to non-recurring events positive for EUR 0.6 million).
The EBITDA margin was 22.9%, compared to 21.5% in 2020.
At constant exchange rates with the previous year, EBITDA would have reached EUR 319.0 million.
Taking into account EUR 113.2 million of amortisation, depreciation, write-downs and provisions
(EUR 106.6 million in 2020), EBIT reached EUR 197.8 million, up 25.8% compared to EUR 157.2 million
in the previous year. Amortisation, depreciation, impairment losses and provisions include amortisation
and depreciation due to the application of IFRS 16 of EUR 27.5 million euros (EUR 26.1 million in 2020).
There are no inventory impairment losses or provisions for risks as a consequence of the Covid-19
pandemic.
At constant exchange rates with the previous year, EBIT would have reached EUR 203.5 million.
The share of net profits of equity-accounted investees was EUR 0.8 million (EUR 0.6 million in 2020).
Net financial expense, negative for EUR 26.6 million (negative for EUR 15.2 million in 2020), includes net
financial charges of EUR 10.4 million (EUR 16 million in 2020), foreign exchange charges of
EUR 13.7 million (EUR 4.0 million in 2020) mainly due to the performance of the Turkish Lira and the impact
of the valuation of derivatives.
Profit before taxes was EUR 172.0 million, an increase of 20.6% on EUR 142.6 million in 2020.
Profit from continuing operations totalled EUR 123.0 million (EUR 109.4 million 2020), after taxes
amounting to EUR 49.0 million (EUR 33.2 million in the previous year). The change in taxes was affected
by the conclusion of a MAP ("Mutual Agreement Process") procedure between the Danish and Italian Tax
Authorities, with an impact of around EUR 7 million.
Group net profit, once non-controlling interests were accounted for, amounted to EUR 113.3 million
(EUR 102.0 million in 2020).
Financial highlights
(EUR'000)
31-12-2021
31-12-2020
Net capital employed
1,267,932
1,305,142
Total equity
1,227,557
1,182,962
Net financial debt
40,375
122,181
2021 Directors' Report Cementir Holding NV | 19
Net financial debt as at 31 December 2021 was EUR 40.4 million, a decrease of EUR 81.8 million compared
to EUR 122.2 million as at 31 December 2020. These amounts include EUR 76.0 million due to the application
of IFRS 16 (EUR 85.3 million at 31 December 2020), and were influenced by the distribution of dividends of
EUR 21.9 million in May and the share buyback for an amount of EUR 24.8 million.
Net of this impact, cash flow from ordinary activities was positive at EUR 119.2 million.
Total equity as at 31 December 2021 amounted to EUR 1,227.6 million (EUR 1,183.0 million as at
31 December 2020).
FINANCIAL INDICATORS
The following table provides the most significant indicators for a brief assessment of the performance and
financial position of the Cementir Holding Group. Return on equity and Return on Capital Employed allows for
a rapid understanding of how the operational performance of the Group has an impact on overall profitability.
The other Financial Indicators highlight the ability of the company to meet its financial obligations.
PERFORMANCE
INDICATORS
2021
2020
COMPOSITION
Return on Equity
10.02%
9.24%
Profit from continuing operations/Equity
Return on Capital Employed
15.60%
12.04%
EBIT/(Equity + Net financial debt)
FINANCIAL INDICATORS
2021
2020
COMPOSITION
Equity Ratio
57.69%
52.66%
Adjusted Equity/Total Assets
Net Gearing Ratio
3.32%
10.39%
Net financial debt/ Adjusted Equity
Liquidity Ratio
0.98
0.83
Cash + Receivables / Current Liabilities
Cash Flow
0.89
0.53
Operating Cash Flow / Total Financial Debt
Finance Needs
40.4
122.2
Net Financial Position
The change in the performance indicators is due to the positive trend of the current economic management
and the impact generated by the cash flow from ordinary activities, positive for EUR 119.2 million. In particular,
from a financial point of view, we note the constant reduction of debt compared to the previous year and
therefore the strengthening of the equity structure.
NON-FINANCIAL INDICATORS
The Group has defined a 10-year Roadmap that will allow for the constant reduction of CO
2
emissions per
tonne of cement produced. By 2030, CO₂ emissions will be less than 500 kg per tonne of grey cement, which
is a 30% reduction from 1990 levels.
2021 Directors' Report Cementir Holding NV | 20
The 2030 objectives have been validated by the Science Based Target initiative and are consistent with the
goal of maintaining global warming "well below 2°C". In the 10-year Roadmap, the Group planned the main
investment needed until 2030, out of which 97 million declared in the Industrial Plan 2022-2024, approved by
the Cementir Board of Director in February 2022.
For white cement, which is a niche product for specific applications, with a market share equal to 0.5% of world
production, CO₂ emissions will be less than 800 kg per tonne of product, with a 35% reduction compared to
1990. With this reduction, emissions will be below the EU benchmark for the white cement ETS system.
Specific objectives were also identified, divided between grey and white cement, to replace fossil fuels with
alternative “green” fuels and reduce clinker content in the cement produced.
The climate change targets established by the Group have been deployed per single plant and year and included
in the 2022-2024 Industrial Plan approved by the Board of Directors of Cementir Holding.
Grey cement
Year
2019
2020
2021
2022
2025
2030
Traditional fuel use in %
69%
72%
70%
64%
60%
45%
Alternative fuel use in %
31%
28%
30%
36%
40%
55%
Clinker ratio
82%
82%
81%
78%
73%
63%
CO2 emissions (kg CO2/tonne cement)
696
718
684
679
577
494
Reduction compared to 2019
0%
-2%
-2%
-17%
-29%
White Cement
Year
2019
2020
2021
2022
2025
2030
Traditional fuel use in %
96%
97%
97%
96%
95%
92%
Alternative fuel use in %
4%
3%
3%
4%
5%
8%
Clinker ratio
84%
82%
83%
82%
81%
79%
CO2 emissions (kg CO2/tonne cement)
926
915
919
915
870
792
Reduction compared to 2019
-1%
-1%
-1%
-6%
-13%
Additional KPIs have been set in order to monitor other relevant areas, as alternative fuels produced by the
waste treatment plants, the alternative fuels used for thermal energy production in place of non-renewable
fossil fuels, the water consumption for cement production, health and safety, training and performance
evaluation of employees.
Alternative fuel produced by the
Group
2019
2020
2021
Description
Alternative fuel (metric tonnes)
100.520
79.106(*)
72.408
Fuel produced from municipal solid
waste, industrial waste or
commercial waste
(*) It should be noted that in June 2020, the Group sold the fixed assets of the Hereko division, active in the processing of municipal solid waste in the
municipality of Istanbul and the production of alternative fuels.
Fossil fuel replacement index
2019
2020
2021
Description
% of fossil fuel replacement
20%
19%
20%
Alternative fuels used / total
fuels used for the production of
cement
2021 Directors' Report Cementir Holding NV | 21
Group water consumption
2019
2020
2021
2030
Description
Specific water consumption
(liters / ton cement)
480
445
413
384
Water consumed / cement
produced by the Group
Reduction compared to 2019
-7%
-14%
-20%
Water consumption in high
water stress areas
2019
2020
2021
2030
Description
Specific water consumption
(liters / ton cement)
280
287
276
210
Water consumed in high
water stress areas / cement
produced by the Group in high
water stress areas
Reduction compared to 2019
0%
-1,5%
-25%
Water reused in cement
production
2019
2020(*)
2021
Description
% of water reuse
33%
31%
33%
Reused water / Water withdrawn
(*) The 2020 data relating to the Asian plants has been subject to reclassification for a like-by-like reading.
The Group has defined a 10-Year Roadmap that will allow for the reduction of the water consumption per
cement produced by 20% compared to 2019. Concerning the plants located in high water stress areas, for
which the specific water consumption is already lower than the Group average, the reduction target is 25%.
Health and Safety
2019
2020
2021
Description
No. of fatal injuries
0
0
0
Deaths as a result of accidents at work
Fatality Rate
0,00
0,00
0,00
(No. of fatal injuries / worked hours)
x 1,000,000
Lost Time Injuries (LTI)
61
60
56
No. of injuries with absence days
LTI Frequency Rate
10,4
11,0
9,9
(No. of injuries with absence days/
worked hours) x 1,000,000
LTI Severity Rate
0,27
0,16
0,14
(No. of days off work/ worked hours)
x 1,000
In 2021, no recordable fatal or high-consequence injuries occurred to directly employed individuals, while three
fatal injuries occurred to contractors. For more details, please see the specific paragraph in the Non-Financial
Statement.
Training
2019
2020
2021
Description
Training hours per capita
16,8
11,7
12.2
Training hours / number of employees
Due to the security measures introduced by the Group to contain the spread of Covid-19, the training activities
initially planned for 2020/2021 period, were either, where possible, held online, or where preferable, postponed
to 2021.
2021 Directors' Report Cementir Holding NV | 22
Employees with periodic
performance assessment
2019
2020
2021
Description
Executives
91%
93%
98%
Executives receiving performance
assessment / total Executives
Manager
78%
61%
99%
Managers receiving performance
assessment / total Managers
White-collars
80%
77%
98%
White-collars receiving performance
assessment / total White-collars
Blue collars
48%
44%
44%
Blue-collars receiving performance
assessment / total Blue-collars
In 2021, the Group launch the Group Performance Management process that involves all the executives and
managers that were hired within the first half of the year. The employees hired in the second part of the year,
will be involved in the process starting from 2022.
PERFORMANCE BY GEOGRAPHICAL SEGMENT
Nordic and Baltic
(EUR’000)
2021
2020
Change %
Revenue from sales
617,365
562,433
9.8%
Denmark
413,915
384,246
7.7%
Norway / Sweden
193,625
176,431
9.7%
Other (1)
66,054
58,297
13.3%
Eliminations
(56,229)
(56,541)
EBITDA
147,254
151,921
-3.1%
Denmark
121,281
131,440
-7.7%
Norway / Sweden
21,213
17,378
22.1%
Other (1)
4,760
3,103
53.4%
EBITDA Margin %
23.9%
27.0%
Investments
51,921
39,884
(1) Iceland, Poland, Russia and white cement operating activities in Belgium and France
Denmark
Sales revenues in 2021 reached EUR 413.9 million, up 7.7% compared to EUR 384.2 million in 2020, the
increase in revenues is related to all business lines. This was due to recovery of the market, favourable weather
conditions and the contraction in 2020 due to the pandemic.
Cement volumes on the domestic market increased by about 8% with a growth in white cement of over 10%
due to the development of some major projects and the evolution of average sales prices also due to the
favourable product mix.
Exports of white and grey cement grew by around 4%: the former, driven by higher exports to the United Kingdom,
Germany and France, while contracting in the United States and Poland.
2021 Directors' Report Cementir Holding NV | 23
Ready-mixed concrete volumes increased by 6% compared to 2020, due to growth in activity in all areas of the
country and favourable weather conditions.
Aggregate volumes increased by 16% compared to 2020, in part due to major new projects, while average prices
were affected by a lower contribution product mix.
EBITDA amounted to EUR 121.3 million in 2021 (EUR 131.4 million in 2020), down 7.7%. The contraction is
attributable to the cement sector, which recorded a significant increase in costs for raw materials, semi-finished
products, fuel and electricity, and higher fixed production costs, partly offset by the growth in sales volumes
and average prices. The ready-mixed concrete segment, on the other hand, improved thanks to higher sales
volumes and prices and lower personnel costs, only partially offset by the increase in costs for the purchase
of cement, raw materials and transport. EBITDA for the aggregates segment improved as a result of higher
volumes sold only partially offset by lower sales pieces and higher fixed costs.
Total investments in 2021 amounted to EUR 39.6 million, of which approximately EUR 25.8 million in the cement
sector. Investments were focused on rationalisation, production efficiency and extraordinary maintenance
projects. Investments in ready-mixed concrete amounted to EUR 13 million, including the restructuring of a plant
(Hillerød), maintenance and leasing contracts for transport vehicles. Investments included EUR 9.3 million
accounted according to IFRS 16.
Norway and Sweden
In Norway, ready-mixed concrete sales volumes increased by around 4% compared to the previous year
with a more favourable trend in the south of the country while the northern, eastern and island areas
recorded lower growth. At the beginning of the year, volumes were affected by low temperatures and
restrictions due to the pandemic. Since March, however, there has been a significant recovery in activities
compared to 2020, due to the start of some projects that had been delayed in the previous months. Prices
in local currency are in line with the previous year.
It should be noted that the Norwegian krone appreciated by 5.2% compared to the average 2020 exchange
rate against the euro.
In Sweden, ready-mixed concrete volumes increased slightly compared to the previous year, while
aggregate sales decreased slightly in line with market trends. In 2021, the sector benefited from favourable
weather conditions and solid market performance, especially in the infrastructure sector, evidenced by the
rapid progress of some major projects around Malmö. Average prices in local currency for ready-mixed
concrete and aggregates showed growth also favoured by the product mix.
The Swedish krona appreciated by 3.1% against the 2020 average exchange rate with the euro.
In 2021, sales revenues in Norway and Sweden amounted to EUR 193.6 million euros (EUR 176.4 million
in 2020) while EBITDA recorded a growth of 22% to EUR 21.2 million (EUR 17.4 million euros in 2020). The
increase is attributable to both regions: Norway recorded an increase in EBITDA due to higher sales volumes
and lower variable costs for the purchase of raw materials. Sweden also saw an increase in margin in both
ready-mixed concrete and aggregates, mainly due to higher selling prices in both segments and despite
inflationary dynamics on cement and raw material purchase costs and higher fixed costs.
Investments made in the area in 2021 amounted to EUR 11.8 million. In Sweden they mainly related to
machine efficiency, while in Norway they were mainly related to the restructuring and expansion of the
Fossegrenda plant. The total amount includes investments accounted for in accordance with IFRS 16 for
EUR 2.2 million.
2021 Directors' Report Cementir Holding NV | 24
Belgium
(EUR’000)
2021
2020
Change %
Revenue from sales
274,957
253,237
8.6%
EBITDA
68,602
61,206
12.1%
EBITDA Margin %
25.0%
24.2%
Investments
17,428
23,050
In 2021, cement sales volumes increased by 2% compared to 2020 thanks to good weather conditions and
growth in all market segments, although the negative performance in March and April 2020 caused by Covid-
19 should be noted. During the period, volumes were positive in Belgium and France, and slightly down in the
Netherlands and Germany.
Average prices showed an upward trend in both domestic and exports markets.
Ready-mixed concrete sales volumes in Belgium and France increased by around 16% in 2021, thanks in part
to the start-up of a number of major infrastructure projects and the full operational start-up of a new plant in
France.
Sales prices are rising in both Belgium and France.
The sales volumes of aggregates increased by around 4% compared to 2020, due to the strong performance
of the market in Belgium and France, which benefited from the increase in construction activity, precast
elements and volumes in the ready-mixed concrete sector, while the contraction continued in road construction
due to a lack of major projects.
Sales prices of aggregates performed just below inflation in the domestic market, due to the mix of product,
customer and destination.
Overall in 2021, sales revenue totalled EUR 274.9 million (EUR 253.2 million in 2020) and EBITDA reached
EUR 68.6 million (EUR 61.2 million in the previous year) up by 12%.
In the cement sector, EBITDA benefited from a favourable trend in volumes and average sales prices, against
higher electricity costs. In the ready-mixed concrete segment, the increase in EBITDA was driven by higher
sales volumes and prices against higher variable costs for raw materials and cement and higher fixed costs.
In aggregates, EBITDA benefited from growth in sales volumes partially offset by higher variable and fixed
costs.
Investments made in the reporting period amounted to EUR 17.4 million and mainly related to the Gaurain
cement plant. Investments accounted in accordance with IFRS 16 amounted to EUR 1.9 million and mainly
related to contracts for aggregate vehicles.
North America
(EUR’000)
2021
2020
Change %
Revenue from sales
155,478
152,968
1.6%
EBITDA
23,829
21,299
11.9%
EBITDA Margin %
15.3%
13.9%
Investments
5,636
4,684
2021 Directors' Report Cementir Holding NV | 25
In the US, the 3% growth in white cement sales volumes in 2021 reflects the negative impact in 2020 of the
spread of Covid-19.
Prices in the various areas are increasing moderately compared to the previous year but with differentiated
local trends.
It should be noted that the dollar depreciated by 3.6% against the average euro exchange rate in 2020.
Overall in the US, sales revenues amounted to EUR 155.5 million (EUR 153 million in 2020) while EBITDA
was EUR 23.8 million (EUR 21.3 million in 2020), as a result of higher sales volumes and prices partly offset
by higher fuel and electricity costs.
Investments in the period amounted to approximately EUR 5.6 million related to the two cement plants.
Investments recognised as a result of IFRS 16 were EUR 2 million.
Turkey
(EUR’000)
2021
2020
Change %
Revenue from sales
173,263
141,834
22.2%
EBITDA
38,304
6,830
460.8%
EBITDA Margin %
22.1%
4.8%
Investments
13,116
9,739
Revenue reached EUR 173.3 million, an increase of 22.2% compared to the previous year
(EUR 141.8 million), despite the devaluation of the Turkish lira against the Euro (-30.5% compared with the
average exchange rate in 2020).
In the cement sector, the strong increase in demand led to a 58% increase in local-currency cement and clinker
revenue. Sales volumes in the domestic market grew due to increased demand, particularly in the Izmir and
Trakya areas, positive weather conditions and a decline in sales in 2020 due to the pandemic.
Significant increases were recorded in Eastern Anatolia (Elazig), which was hit by an earthquake in
January 2020, and in the Aegean area, due to the Samos-Izmir earthquake in October 2020. The Elazig region
has been involved in a major restructuring effort, while in the Izmir region reconstruction started late and is still
ongoing with numerous projects postponed to 2022. Also noteworthy is the strong growth in the European region
of Turkey, where the Trakya plant is located, thanks to numerous residential and infrastructure projects,
particularly high-speed railways. The opening of new ready-mixed concrete plants in the Trakya and Elazig areas
further boosted the growth of the business.
The evolution of average cement prices in local currency was consistent with producer inflation (PPI).
Ready-mixed concrete volumes increased by almost 30% compared to 2020, thanks to the start of some major
infrastructure projects postponed and the opening of two new plants in April. Ready-mixed concrete prices in
local currency developed in line with cement prices.
In the waste sector, in Turkey, revenues in local currency increased by 20% due to higher volumes processed,
while in the UK revenues were stable compared to 2020.
Overall, Turkey's EBITDA amounted to EUR 38.3 million (EUR 6.8 million in 2020) and includes land revaluations
of EUR 18.2 million (EUR 6.7 million in 2020). If we exclude extraordinary items from both 2021
2021 Directors' Report Cementir Holding NV | 26
(EUR 18.2 million) and 2020 (EUR 3.6 million), the year-on-year increase in EBITDA in euros was 525%, from
EUR 3.2 million in 2020 to EUR 20.0 million in 2021.
This result is largely attributable to the cement sector, which benefited from higher sales prices and volumes,
despite higher costs for raw materials, fuel and electricity, and an increase in fixed costs due to inflationary
dynamics in the country. The ready-mixed concrete segment reported an increasing margin due to higher sales
prices and volumes against higher variable costs for cement purchases, raw materials, distribution services
and fixed costs. The waste division also achieved a positive margin of around EUR 0.9 million.
Investments in 2021 amounted to EUR 13.1 million, of which approximately EUR 8.1 million in the cement
sector, mainly in the Izmir plant, EUR 3.7 million in ready-mixed concrete and EUR 1.3 million in waste.
Investments are attributable to the application of IFRS 16 for EUR 3.3 million, mainly concerning ready-mixed
concrete transport vehicles.
Egypt
Sales revenue amounted to EUR 50.7 million (EUR 43.4 million in 2020), up by 17%. On the other hand, the
increase in revenues in local currency was 20.5% due to the growth of approximately 16% in volumes sold in
both the local and export markets.
Sales volumes of white cement on the domestic market increased by 8% compared to 2020, which had been
negatively affected by the Covid-19 pandemic.
Exports, which grew by over 20%, should also be considered in the light of the Covid-19 constraints in 2020.
EBITDA increased by 10.6% to EUR 10.8 million (EUR 9.8 million in 2020), due to higher volumes sold and
higher sales prices against higher fuel and other fixed costs due to inflation.
The Egyptian pound depreciated by 3% against the average euro exchange rate in 2020.
Investments made in 2021 amounted to EUR 1.8 million and mostly concerned the sand mill, the bagged cement
storage facility and the research laboratory.
(EUR’000)
2021
2020
Change %
Revenue from sales
50,729
43,364
17.0%
EBITDA
10,842
9,802
10.6%
EBITDA Margin %
21.4%
22.6%
Investments
1,825
1,323
2021 Directors' Report Cementir Holding NV | 27
Asia Pacific
(EUR’000)
2021
2020
Change %
Revenue from sales
108,017
94,660
14.1%
China
62,967
54,912
14.7%
Malaysia
45,103
39,958
12.9%
Eliminations
(53)
(210)
EBITDA
26,829
23,913
12.2%
China
20,768
17,098
21.5%
Malaysia
6,061
6,815
-11.1%
EBITDA Margin %
24.8%
25.3%
Investments
6,872
4,568
China
Sales revenues reached 63 million euros (54.9 million euros in 2020), an increase of 14.7% due to a more
favourable sales mix.
Cement selling prices in local currency increased due to the favourable mix.
EBITDA increased by 21.5% to EUR 20.8 million (EUR 17.1 million in 2020), driven by higher sales prices
partially offset by higher variable costs for raw materials and fuel.
The Chinese Renminbi appreciated by 3% against the average euro exchange rate in 2020.
Investments in the period amounted to EUR 3.2 million, mainly to improve plant efficiency and reduce
emissions.
Malaysia
Sales revenue amounted to EUR 45.1 million (EUR 40 million in the previous year), up 12.9% thanks to an
increase in sales volumes, mainly to foreign markets.
Cement volumes on the domestic market increased by 2.5% compared to the previous year. Also in 2021
there were restrictions and new lockdowns leading to a 35% reduction in volumes in the third quarter of 2021
compared to the previous year, while in the fourth quarter deliveries returned to growth compared to 2020.
Average selling prices in local currency increased slightly more than inflation, also due to the customer and
product mix.
Exports increased by about 10% compared to 2020, with higher volumes of both cement and clinker. This
increase is also as a result of the import restrictions implemented in 2020 from several countries due to the
pandemic.
Average export sales prices for cement and clinker are in line with the previous year, but the comparison is
strongly influenced by country/product mix, freight prices and exchange rate movements.
2021 Directors' Report Cementir Holding NV | 28
EBITDA amounted to EUR 6.1 million, down 11% from EUR 6.8 million in 2020, mainly due to higher fuel
purchase costs and higher transport costs on exports.
The local currency depreciated by 2% against the average euro exchange rate in 2020.
In 2021, investments amounted to EUR 3.7 million relating to maintenance and spare parts, of which
EUR 0.2 million attributable to the application of IFRS 16.
Holding and Services
(EUR’000)
2021
2020
Change %
Revenue from sales
136,580
89,771
52.1%
EBITDA
(4,708)
(11,231)
58.1%
EBITDA Margin %
-3.4%
-12.5%
Investments
2,353
2,658
This grouping includes the parent company, Cementir Holding, the trading company, Spartan Hive, and other
minor companies. The 52.5% increase in Spartan Hive's revenues is attributable to higher volumes traded
while EBITDA increased to EUR 5.3 million (EUR 4.6 million in 2020).
EBITDA included EUR 7.7 million in write-downs of non-industrial properties, while the previous year included
non-recurring charges of EUR 2.5 million related to the execution of a settlement agreement.
INVESTMENTS
During 2021, the Group made total investments of approximately EUR 99.1 million (EUR 85.9 million in 2020),
of which approximately EUR 19.5 million (EUR 30.3 million in 2020) related to the application of IFRS 16.
Investments included EUR 58 million in the cement sector, EUR 28.6 million in ready-mixed concrete,
EUR 8.2 million in aggregates and EUR 4.3 million for other business sectors.
The breakdown by asset class shows that EUR 95.7 million (EUR 81.1 million in 2020) relates to property,
plant and equipment and EUR 3.4 million (EUR 4.8 million in 2020) to intangible assets.
RESPONSIBILITIES IN RESPECT TO THE ANNUAL REPORT
The Board of Directors is responsible for preparing the Annual Report, inclusive of the Consolidated and
Separate Financial Statements and Directors’ Report, in accordance with Dutch law and International Financial
Reporting Standards as issued by the International Accounting Standards Board and as adopted by the
European Union (EU-IFRS).
In accordance with Section 5:25c, paragraph 2 of the Dutch Financial Supervision Act, the Board of Directors
states that, to the best of its knowledge, the Financial Statements prepared in accordance with applicable
accounting standards provide a true and fair view of the assets, liabilities, financial position and profit or loss
for the year of the Company and its subsidiaries and that the Directors’ Report provides a true and a fair view
of the performance of the business during the financial year and the position at balance sheet date of the
Company and its subsidiaries, developments during the year, together with a description of the main risks and
uncertainties that the Company and the Group face.
2021 Directors' Report Cementir Holding NV | 29
KEY EVENTS OF THE YEAR
2021 ended with an EBITDA of EUR 311.0 million (EUR 263.7 million in 2020). The cash flow generated by
operating activities and the management of working capital allowed the Group to end the year with net financial
debt of EUR 40.4 million (EUR 122.2 million in 2020), which included the debt position resulting from the
application of IFRS 16 for EUR 76.0 million (EUR 85.3 million in 2020).
As already reported in the 2021 half-yearly report, on 4 February 2021, the Parent Company’s Board of
Directors approved the 2021-2023 Business Plan, to whose press release please refer
(www.cementirholding.com in the Investors, Press Releases section).
During May, dividends of EUR 21.9 million were paid as per the resolution of the Shareholders' Meeting when
the 2020 financial statements were approved.
On 26 May 2021, the rating agency Standard & Poor’s announced that it had assigned Cementir Holding N.V.
an Issuer Rating of “BBB - with Stable Outlook”.
The assignment of the “Investment Grade” rating is the crowning achievement of a journey that began several
years ago and that has seen Cementir significantly diversify its business and product portfolio, enabling it to
achieve considerably stable results, confirmed even during the recent pandemic crisis.
On 28 May 2021, Cementir Holding repaid, ahead of the due date in October 2021, a term loan of
EUR 330 million granted by a pool of banks with Mediobanca as agent bank.
On the same date, a senior term and revolving facility was signed for a total amount of EUR 190 million with a
duration of three years at market conditions with a pool of banks with Banca Nazionale del Lavoro as agent
bank and BNP Paribas Italian Branch as global coordinator.
On 6 July 2021, Science Based Targets Initiative (SBTi) validated Cementir’s CO
2
emission reduction targets,
which were judged to be consistent with the goal of keeping climate warming “well below 2°C”, in line with the
2015 Paris Climate Agreement.
On 12 October, the share buyback programme (the “Programme”), set up in implementation of the
shareholders’ resolution of 2 July 2020, came to an end, as indicated in the announcement to the market of
13 October 2021, to which reference should be made for details.
In December 2021, the Group obtained an improvement in its climate change rating to an "A-", ranking, above
the average for the cement and ready-mixed concrete sector (B), the European average (B) and the global
average (B-). Cementir also obtained a B score for the first time for "Water Security", in line with the sector
and the European average (B).
2021 Directors' Report Cementir Holding NV | 30
INNOVATION, QUALITY, RESEARCH AND DEVELOPMENT
The Cementir Group conducts applied research to support Sustainability, Innovation and Product Development
and possible new solutions. These activities are carried out in close collaboration with customers and business
partners, academia and other stakeholders in the construction industry and society at large.
In 2021, the Cementir Group, as founder and member of the steering committee, continued to actively work
on the Innovandi project, a world-class cement and ready-mixed concrete industrial-academic research
network, made up of 30 global companies in the cement-additives-ready-mixed concrete value chain together
with 40 scientific institutes.
In 2022, the Group's experts will continue to act as mentors for key research with a particular focus on reducing
CO
2
emissions in cement and ready-mixed concrete production. Innovandi is therefore a key commitment to
the Group's efforts towards better sustainability.
In 2022 the Group will be an "industrial mentor" for the innovative start-ups of the "Innovandi Open Challenge"
to drive innovation and help solve climate-related issues.
To meet the new challenges of the "Cementing the European Green Deal"-2020 defined by the EU in terms
of further reducing CO
2
emissions, the focus of the Group's research activities has been to develop projects
and investigate further innovative product and process solutions and systems to enable a sustainable
production transition. From 2020, to guide the Group towards more sustainable production, all activities in
terms of process, product and innovation were translated into a 10-year roadmap with ambitious Group
sustainability targets with a main focus on European markets subject to the ETS (Emission Trading System),
then extended to all reference markets. 2021 was marked by the implementation of key projects envisaged
in the roadmap.
In this regard, 2021 was the year that FUTURECEM™CEM II/B-M(LL-Q) 52.5 N was launched in Denmark,
the Group's innovative proprietary technology based on the ternary system of clinker, calcined clay and
limestone, which allows a reduction in emissions of around 30% compared to a Portland cement.
The Group together with DTI - Danish Technological Institute - has launched the CALLISTE (Calcined Clay-
Limestone Technology Extension) applied research project, based on FUTURECEM™ technology. Calliste's
main aim is to achieve a clinker content 50% lower than conventional Portland cement by the end of 2024.
The consortium behind Calliste involves the value chain of the construction industry including universities. The
research is funded by the Danish Innovation Fund.
To define a solution to the market, new ready-mixed concrete additives have been developed in cooperation
with leading manufacturers to fully exploit the CO
2
reduction potential of cements based on FUTURECEM™
technology.
R&D expenses, to be reported according to Art. 2:391.2 DCC, amounted to EUR 2 million.
Innovation
The Group decided to take on the challenge of meeting the growing demand for innovative, sustainable, and
high value-added offerings. Innovation in the Cementir Group is driven by the InWhite™ process, led by the
sales, marketing, and corporate commercial development department spanning the entire Group, including a
dedicated team at the Research and Quality Centre.
The process involves receiving the relevant information from the market and customers to generate a list of
potential high value-added initiatives to be offered to customers, to set their priorities and, finally, to convert
2021 Directors' Report Cementir Holding NV | 31
them into business models that are feasible for the Group. The overall goal is to expand the Group’s product
market and increase market share within the entire value chain, while supporting the path to sustainability.
From 2019, the Cementir Group strengthened its position in the ultra-high performance ready-mixed concrete
segment, in particular, in the European market with both products in its portfolio, AALBORG EXTREME™ Light
120 and AALBORG EXCEL™. While AALBORG EXTREME™ Light 120 is intended for use in structural and
semi-structural applications, AALBORG EXCEL™ is aimed at very thin architectural applications, such as
exclusive façade cladding, ornamental objects, etc.
After an initial focus on the European market, the Cementir Group extended its sales perimeter to include
China, Asia and North America, given the growing interest in UHPC technology from the market and confirmed
by trends in the construction sector.
Therefore, sales expectations for this innovative product range in 2022 are confirmed to be higher than in
2021.
As part of the strategy of a transition towards greater sustainability, the Cementir Group, through the InWhite™
innovation process, is developing additional products/solutions, implementing FUTURECEM™ technology, to
meet the needs of its target markets, as identified through close collaboration with customers and business
partners.
In 2022, two new products from the InWhite family will be launched on the market: InBind – a versatile binder
for very high strength ready-mixed concretes using the materials available at the customer's production plant
– and ReCover – a very high performance ready-mixed concrete for coating bridges and industrial flooring and
floor restoration.
The InWhite™ innovation process has also moved into the ready-mixed concrete 3D printing sector with
participation in research projects and identification of potential collaboration opportunities with customers to
define viable business models.
Within the Group’s innovation process, FUTURECEM™ technology is improving the supply of innovative and
value-added solutions, a way of pursuing the ambitious path to sustainability. In accordance with the Customer
focused Group’s approach, specific product development activities were launched and, in some cases,
implemented in all regions, in order to meet market needs for various applications, as well as to support the
downstream business development of the customer base.
From January 2021, the Group, through its subsidiary Aalborg Portland, has launched the first FUTURECEM™
cement on the Danish market. The new product was favourably received by the market, as a solution to
produce a low-emission ready-mixed concrete. The keys to success are ensuring the product is suitable for
the intended applications, continuous dialogue with the entire value chain and strategic partnerships with
leading construction companies.
The roll-out of the FUTURECEM™ technology continued in Belgium, where CE Certification was obtained, in
accordance with the European standard EN 197-1. FUTURECEM™ will be marketed in France in 2022, while
in Belgium it must be included in the regulations for its use in ready-mixed concrete for construction purposes.
At the same time, a sales and technical team is supporting customers and partners with tests to assess use in
their production cycle, through a LCA - Life Cycle Assessment, and the reduction of the impact in terms of CO
2
on ready-mixed concrete and, therefore, eventually on the final structure.
Research Centre
The Research and Quality Centre (RQC) is the Group’s central quality section.
The centre is equipped with a fully equipped state-of-the-art laboratory, which enables a wide range of tests
and analyses of raw materials, alternative fuels, cement and ready-mixed concrete.
2021 Directors' Report Cementir Holding NV | 32
The laboratory is the reference for the whole Group, operating a cross-checking programme that is the key to
maintaining accuracy and precision in our local labs. The lab provides them with calibration samples and, at
regular intervals, it receives samples of raw materials, clinkers, and cement from individual plants to assess
process efficiency and provide support to the plants. The use of advanced analytical equipment enables
prompt responses and troubleshooting, as well as ensuring continuous improvement in process efficiency and
product quality in each individual plant.
The RQC operates a global quality system to ensure a uniform and consistent quality across the Group’s facilities.
The system involves continuous online monitoring to check the quality of all products, continuous control (via
cross-checking) of the instruments used in local laboratories, a system of guidelines and procedures that can be
consulted online, which support the setting-up of quality assessment models and improve the sharing of best
practices.
Innovation and customer service are also supported by RQC. The centre’s experts are specialists in cement
chemistry, mineralogy, concrete technology, white cement application and life cycle analysis. In addition to the
research, the centre offers customers technical support for all types of ready-mixed concrete and cement-
based products. The White Cement Competence Centre (WCCC) specifically supports the InWhite™
innovation process and the use of white cement in general. At the global level, experts at the RQC help sales
staff provide highly skilled assistance to the Group’s customers. Research and quality skills therefore translate
into high value products and services for customers.
Quality
Quality is one of the main objectives pursued by the Group. The CON-CQ Concept (CONsistent Cement Quality)
policy is currently implemented in all plants, defining a quality management and control system, and roles and
responsibilities. The quality KPIs necessary to provide the right product for each specific application are defined
starting from the Voice of Customers. Based on an in-depth understanding of the impact on product performance
of raw materials, fuels and the production process, Group companies can ensure the highest quality and stability
of the cements they produce.
The GQCC Corporate Function (Group Quality Competence Centre) defines best practices, guidelines and
quality procedures common to all the Group's plants. Periodic meetings are held (BU CON CQ) with the
participation of Corporate and individual plants where the results achieved and the improvements needed to
achieve the set objectives are discussed, investments are proposed and ongoing projects are analysed and
DOQs (Declaration of Quality) are reviewed.
Internal audits are carried out every year to improve quality performance and implement and improve controls
and feedback. Twice a year meetings are held for the entire Quality Community where projects and new
activities are shared, new tools purchased to improve control are presented and where there is always a
training session.
INFORMATION SYSTEMS
In 2021, the Information Technology function further strengthened its organisational and governance model,
based on the centralisation of the managerial and decision-making responsibilities, supported by a now fully
operational Aalborg Portland Digital. This company was created with the mandate to provide IT services to the
entire Cementir Group and today supports the digital transition of the core business with initiatives in all regions,
2021 Directors' Report Cementir Holding NV | 33
with the aim of globalising and transforming the way people work through flexible, dynamic and data-driven group
services and solutions.
Despite the continuing travel restrictions related to the pandemic, that have had an impact on the timing of
some project activities, 2021 was a very profitable year in terms of actions and projects to support business
processes and in the consolidation and modernisation of the Group's IT infrastructure. In this respect, remote
working methods, which are mandatory during travel restriction times, especially in the regions hardly hit by
the pandemic, have seen a huge increase. This has been possible through the support of the collaboration,
videoconferencing and document sharing tools already deployed over the last years and now a standard
throughout the Group. In particular, in 2021, the transition of document archives and Corporate Intranets to
the cloud has been completed, with the addition of a backup functionality. Furthermore, to ensure the best
possible security and in line with those measures already put in place in recent years, additional initiatives
in the area of Cyber Security have been completed, in line with the multi-year plan presented in 2020. The
most significant was undoubtedly the renewal of the antivirus solution for all the Group users, shifting to a
market-leading solution that, in addition to protection, incorporates identification and attack response
solutions. The VPN solution for remote connection to our systems has also been standardised and updated,
and now incorporates a multi-factor authentication policy. In addition, the first round of simulated attacks to
test the vulnerability of the systems was completed, policies and procedures were reviewed, outdated
operating systems were updated and additional online courses on IT security were delivered. Finally, the
first step was taken to secure access to the industrial network, which in some areas now benefits from all
the security features already developed for the business network.
In the infrastructure area, the optimization of the Cloud Data Centre that now hosts almost all the company's
servers has been continued. With reference to the initial perimeter, a further reduction of 30% of the managed
servers was achieved, optimising the management cost and leaving resources free for the introduction of new
servers dedicated to new project initiatives. The Disaster Recovery solution has also been renewed, the backup
policies have been updated and revised, the servers hosting the most relevant applications have been updated
to the latest available versions and a monthly report has been finalised that monitors the performance of the
different components of the Data Centre. There have been numerous technology upgrades and renewals of our
network infrastructure. In particular in Turkey and Malaysia with regard to cabling, in Egypt with a new fibre
connection to the Sinai plant and in the United States where all network equipment has been upgraded and
stabilised. In Scandinavia as well, the migration of obsolete domains was carried out and the foundations were
laid for the three-year network renewal project at the Aalborg plant, a project that will involve the entire perimeter
of the plant in the next three years.
Despite the travel restrictions imposed by the pandemic, the portfolio of Group and local initiatives to support
the execution of the business plan were also completed with very limited impact on the original timeline. In
general, the founding principle of the IT business plan was constantly pursued. Its common denominator
remains the gradual streamlining of the application stack and the use of SAP as a pivotal system of the Group
processes execution. In addition, a small number of non-SAP applications were selected to complete the
process coverage required for business operations and development. Specifically in the SAP area, the
transition of the Group's system to the EHP8 release was completed, a major work was done to stabilise and
control performance and the foundations were laid for the transition to the HANA system, which will be the
subject of the next Industrial Plan.
The most important project activities related to business processes and applications was connected with the
Cementir 4.0 programme and the consolidation and further deployment of C-Scale, the proprietary platform for
the management of cement deliveries, which was improved with new features, implemented in subsequent
terminals in the USA and subsequently promoted to a group solution with a three-year plan for capillary diffusion
to all cement terminals worldwide. The first and most important of these will be the replacement of the Austral
system in CCB, expected in the first months of 2022, a project already started in the final quarter of 2021.
2021 Directors' Report Cementir Holding NV | 34
Within Cementir 4.0, the IT function was mainly involved in initiatives related to purchasing, logistics and
maintenance processes. In the purchasing sector, the roll-out of the e-procurement solution progressed
according to planned deadlines and additional solutions for contract management were implemented. The same
goes for the definition and implementation of the "Warehouse 4.0" warehouse management process. Regarding
logistics, we equipped ourselves with a tool for optimising maritime shipments in Scandinavia and progressed in
the implementation of a tool- for managing overland transport in Belgium, as well as finalising customer portals
for cement sales. In the area of maintenance, the group's “Maintenance 4.0” process was defined and
implemented, and a mobile application was put into operation to manage maintenance orders and spare parts
warehouses in real time during inspections and works. The implementation of the S&OP (Sales & Operations
Planning) process on SAP has also been definitively finalised and put into operation in selected countries.
In addition, the Cementir Group has equipped itself with a market-leading Process Mining tool, which in 2021
was applied to the purchasing and payment processes of some Regions, identifying possible areas of
improvement and followed by an action plan that is being continuously updated and enhanced, as well as
extended to other Group entities and processes.
In 2021, we continued to develop our Business Intelligence platform, which is now a recognised and well-
established high added-value tool for analysing and optimising business process execution. The Vizion Corporate
Portal has been renewed from a technological and graphical point of view with the new 2.0 release and activities
have begun for the publication of some analyses on mobile platforms. A number of analyses have been
completed and published at Group and Local level on all business processes, including the analyses on the
impact of CO
2
emissions, the new section on Health&Safety, the analyses on raw material quarries, the reports
supporting the aforementioned Maintenance 4.0 and S&OP activities, and lastly, in chronological order, a set of
reports dedicated to cash and treasury analysis, which stand out for their originality and importance.
HEALTH, SAFETY AND ENVIRONMENT
Health and safety
During 2021, the Group guidelines on Health and Safety Management were issued. This document defines
the common management basis for which each operating company has application and control responsibility.
With a view to continual improvement, specific action plans have been defined at site level to close any gaps
found, also following the analysis of the root causes of the accidents that occurred. The Group has embarked
on a journey towards the construction and development of a solid safety culture.
Employee involvement is a key factor in the Group's guidelines. During the World Day for Health and Safety
at Work on 28 April, a number of awareness-raising initiatives were carried out at each site, focusing on
awareness and the proactive role of each worker in relation to unsafe behaviour, also linked to infection
prevention and the response to the Covid-19 pandemic. The level of worker participation was more than
satisfactory, covering almost the entire company population.
The implementation and maintenance of effective management systems for accident prevention is a key health
and safety objective. In this context, the projects necessary to complete the plan for ISO 45001 certification of
the health and safety management systems of all cement production plants by 2022 have begun. 73% of total
establishments are already certified (around 80% of total production capacity).
2021 Directors' Report Cementir Holding NV | 35
Environment
The Group aims to continuously improve its environmental performance to pursue the sustainable
development of its business activities in an integrated manner. The minimisation and control of energy
consumption, the maximisation of the use of alternative fuels (e.g. biomass) in production processes and the
reduction of greenhouse gas emissions, also through the replacement of raw materials and the use of the best
available techniques, are some of the key objectives that the Group pursues to achieve its long-term growth.
These objectives, with particular reference to the reduction of greenhouse gas emissions, were verified by the
Science Based Targets Initiative (SBTi) as being consistent with the reductions needed to limit the global
temperature increase to well below 2°C compared to pre-industrial levels.
As part of its climate commitments, the Group has defined its policy on water management. Maximising its
reuse/recycling, minimising withdrawals and consumption and applying efficient operating practices are areas
of focus, starting with those geographical areas with the greatest water scarcity. The Group has set targets for
improvement in the specific consumption of water for cement production, with an overall reduction of 20% by
2030. In the most water-stressed areas the improvement target is 25%.
At the end of 2021, 92% of total cement production came from plants whose environmental management
framework is certified according to the ISO 14001 standard.
At the end of 2021, Cementir received an "A-" climate change rating from CDP (an internationally recognised
global non-profit organisation that encourages companies and governments to reduce their greenhouse gas
emissions and to safeguard water resources and protect forests), improving on the previous year's "B" rating
and placing the Group above the cement and ready-mixed concrete industry average (B), the European
average (B) and the global average (B-). In addition, Cementir obtained a “B” rating for the first time for the
management of water resources ("Water Security"), in line with the sector and the European average (B).
HUMAN RESOURCES
In the area of Human Resources, work continued in 2021 to make the organisational structures operating
worldwide more efficient, through the adoption of a lean organisation model, duly supported by the continuous
push towards digitalisation.
2021 therefore saw the full adoption at global level of the Standard Organization model for the company's core
functions, the foundations for which had been laid in the previous year, and which remains the reference model
at Group level for achieving efficiency and effectiveness objectives.
The continuous evolution of the Human Resources function in support of the Group is based on the following
strategic pillars:
• Organisational development and process improvement, where HR is integrated with the business (e.g.
implementation of the Standard Organization, knowledge of key processes, involvement/support in
transformation programmes and strategic initiatives, etc.)
• People development, talent attraction and succession plans (short and medium to long term, skills
alignment/development, training programmes, etc.)
• 100% accuracy and timeliness of administrative and human resources reporting processes (e.g.
payroll, budgets and forecasts, compliance with local legislation, etc.)
During 2021, based on feedback received from a number of regions and after an analysis of internal processes,
the Human Resources Governance processes were also updated.
2021 Directors' Report Cementir Holding NV | 36
As far as digitalisation is concerned, the implementation of the Performance Management System was
completed, aimed at introducing unified management of the Performance process in a fully digitalised way for
2021, with the aim of increasing the value of the company's human capital.
The focus on talent management remains high. This is why in 2021 the foundations were laid for the planning
and launch of new initiatives in the area of talent management, such as the Graduate Programme "CE-
MENTORship" and Succession Planning.
Changes in workforce and personnel costs
As at 31 December 2021, the Group had a workforce of 3,083 employees, 88 more than at year-end 2020.
The change is mainly due to the expansion of the business perimeter in Turkey (RMC and aggregates), the
increase in ready-mixed concrete volumes in Denmark and the change in the calculation methodology that
included apprenticeship contracts previously not included from the end of 2020.
Personnel costs reduced compared to expectations for 2021, showing a reduction of about EUR 7 million
compared to 2020. The change is mainly due to some actions taken in 2020 for transactions and provisions
not repeated in 2021, partly due to the devaluation of the Turkish lira, and to turnover and recruitment
processes that, in some Regions/Business Units, were limited to mitigate the impact of COVID-19, especially
in the early part of the year.
Organisation
As of 31 December 2021, the Group's organisational model remained structured in the following territorial
areas:
• Nordic & Baltic
• North America
• Asia Pacific
• Turkey
• Egypt
• Belgium
and two dedicated business units: Spartan Hive and Waste.
Amsterdam is the registered office of Holding which regulates the aforementioned regions and operating
companies, while the Rome office remains the secondary and operational headquarters.
Holding governs these regions and operating companies. The General Manager of the Group is entrusted with
overseeing the main operating undertakings of the company, allowing the Group CEO to focus on business
activities with a strategic impact, such as mergers and acquisitions.
In terms of organisation, 2021 was notable for the implementation of the new organisational model, designed
in 2020, based on the principles of the Standard Organization in relation to the company's core activities with
an increasing focus on technical innovation and sustainability issues.
The most significant change concerned the introduction of the position of European Technical Director,
reporting directly to the Group Chief Coordination Officer with the aim of ensuring the efficiency of the
"European" plants (Belgium and Denmark), supporting, monitoring performance to achieve short- and long-
term objectives, providing technical advice and coordination and supporting the intensive investment
programme planned for these two regions. Further changes related to the consolidation of the following
functions: Group Technical, Legal, Human Resources, Internal Audit and the strengthening of the structure of
Aalborg Portland Holding, as well as the placement of some staff in key positions within the Group.
2021 Directors' Report Cementir Holding NV | 37
During the first half of the year, some important changes were implemented to strengthen the organisational
model to guarantee some key processes and improve overall efficiency of the organisational structures. In
particular, an organisational restructuring of the Nordic & Baltic region was implemented, involving the
centralisation of certain activities at regional level (e.g. logistics and procurement) and the creation of a PMO
& Transformation structure to support the region's growth process. The implementation of standard operating
models continues, with the Maintenance technical structure as a pilot area with the "Maintenance 4.0"
programme, extended during the year, also to the four production sites in the Turkey region.
Talent Strategy
Despite the persistence of COVID-19, the Group has confirmed its commitment to talent management by
increasingly exploiting digital leverage to be able to bring people closer together even in the face of severe
constraints on movement between countries.
2021 saw the launch of the Group Performance Management System. This launch was accompanied by a
training course involving the entire company population, aimed at promoting the cultural change necessary to
improve and constantly develop technical, managerial and organisational skills, and to train people to use the
system during the various stages of the process. In particular, the need to establish a continuous team dialogue
through giving regular feedback accompanying the growth path of our colleagues was emphasised.
The Group therefore continued to work on attracting, retaining and developing talent, laying the foundations
for the design and launch of further new initiatives in the area of talent management, aimed at different
members of the corporate population:
• the "CE-MENTORship" Graduate Programme, aimed at finding and hiring brilliant recent graduates
for an 8-month international experience to develop specific skills in the cement sector and managerial
skills in line with the Group's way of working. To this end, collaborations were started with the main
Italian, Turkish, Danish, Belgian and French universities;
• Succession Planning, aimed at identifying the key figures of tomorrow, for structured management of
leadership transition processes.
Commitments were also confirmed within the scope of the Emerging Talents Programme, which led to the
identification of selected talent within the Group to participate in the Group Talent Development Programme,
whose start-up was postponed for 2022 due to the continuing pandemic situation.
In terms of Talent Acquisition, the provisions of the Group's HR Governance were further strengthened, i.e.
confirmation of full accountability on search and selection processes and strengthening of the partnership with
business functions to effectively support the decision-making process. During the year, a number of key staff
members were brought into the organisation to insource new skills, balancing them with internal professional
development paths and also focusing on gender diversity parameters.
In terms of training, the Cementir Academy continued to support the Group's strategy and the continuous
professional development of its people, through the planning and release of new courses and initiatives in
hybrid mode and digitally through the online platform and in person, in compliance with the rules of social
distancing, with the aim of ensuring the training and development of all staff even during the pandemic.
The use of the online platform has also ensured, even during periods of remote working, proper on-boarding of
staff, through the use of training content in digital mode.
2021 Directors' Report Cementir Holding NV | 38
Remuneration
The remuneration policy places particular emphasis on the importance of attracting talent and at the same time
recognises the value of the people who are part of our Group, fostering a performance culture in line with our
corporate values.
It is based on objectives that support the company's business strategy, ensure internal fairness, motivate and
develop our people and recognise top performance.
Cementir therefore adopts a competitive remuneration system aimed at guaranteeing the respect of the balance
between strategic objectives and recognition of the merits of the Group's employees. Through the use of short-
and medium-/long-term variable remuneration components, the alignment of personnel interests to the pursuit of
the priority objective - value creation - and the achievement of financial objectives is promoted. This objective is
also pursued by linking a significant part of remuneration to the achievement of pre-established performance
targets, through both the short-term incentive system (STI) and the long-term incentive system (LTI).
In order to comply with the business plan, the 2021 Compensation Policy Guidelines set out performance targets
that have guided, monitored and assessed the activities related to the supervision and development of the
business, which are crucial to achieving the targets in the Group strategic plan.
The commitment of the management team was confirmed, with regard to short-term objectives, on economic and
financial management, focusing on the correct management of economic and human resources.
With regard to the Group's strategic objectives, the focus remained on digitalisation and technological innovation,
with the confirmation and extension of the Cementir 4.0 Programme and the renewal of the product portfolio with
the commercial launch of FutureCEM. The objectives were defined by applying a cascading process in the
different countries, in accordance with the different organisational levels, confirming the Group approach for the
short-term incentive scheme. In 2021, specific sustainability and H&S targets were also set for the different
organisational layers to confirm the group's focus on these key pillars of its business plan.
The 2021 Remuneration Policy remained consistent with the governance model adopted by the Group and the
recommendations of the Code of Ethics available on Corporate Website under https://www.cementir
holding.com/en/governance/corporate-regulations in order to attract, motivate and retain staff with a high
professional profile and to align management interests with the main objective of creating shareholder value in
the medium/long-term.
Reference group and market positioning
In 2021, the Group continued to offer a remuneration package that is competitive with the labour market in its
sector, comprising monetary, non-monetary and benefits elements.
To define this market, a reference group is created, consisting of companies that are comparable to us in terms
of size and complexity, data transparency and geographical area.
Internal communication
The routine aspects of Group-wide Internal Communication continue to mainly concern:
• Policies
• Procedures
• Organisational announcements
• Financial results
• Results deriving from the Group's rating on sustainability issues
2021 Directors' Report Cementir Holding NV | 39
In addition, there are extraordinary communications, such as internal dissemination of preventive actions to
combat the COVID-19 pandemic.
In 2021, Internal communication focused mainly on the following topics:
• Prevention activities to combat the COVID-19 pandemic, confirming the constant commitment to
informing the Holding's employees of the safety protocols adopted and the main updates arising from
the constantly evolving emergency situation;
• The launch of the so-called golden rules for H&S and the communication campaign for World Safety
Day managed at Group level with the support of all local business units;
• Cyber Security issues, for constant information and training on the main risks in the IT field and with
the aim of making all staff aware of the prevention and correct reaction in the event of IT fraud;
• GDPR issues with the publication of the Privacy Policy for all Group employees relating to the
management of personal data at company level.
During 2021, the internal communication sites (intranet) of the main Group companies were also reviewed to
build a communication and technological platform more in line with the need for immediate information and
accessibility to colleagues in the various countries.
Social Dialogue
The Cementir Group confirms its ongoing commitment to constant and structured dialogue with European
workers’ representatives in its companies, in accordance with EU regulations and the protocol adopted by the
European Works Committee (EWC) of the Cementir Group.
During 2021, management informed and set up discussions with employees and unions on transnational
issues concerning the status of activities and significant decisions taken by the Group in relation to the business
and its employees.
Representatives from Belgium, Denmark and Norway took part in the meeting held exceptionally via
videoconference due to the Covid-19 pandemic, for which the existing contract was integrated. There was a
particular focus on the pandemic preventive measures adopted by the individual legal entities in compliance
with local regulations.
RISKS AND UNCERTAINTIES
INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM
The Cementir Group's Internal Control and Risk Management System is defined as the set of tools,
organisational structure, procedures and company rules to guarantee, through an adequate process of
identification, measurement, management and monitoring of the main risks, correct and consistent business
management with objectives set in terms of:
• compliance with laws and regulations;
• safeguarding of corporate assets;
• operating activity effectiveness and efficiency;
• reporting accuracy and completeness.
2021 Directors' Report Cementir Holding NV | 40
The Internal Control and Risk Management System adopts a "top-down" and "risk-based" approach that starts
from the definition of the Cementir Group's Business Plan. It ensures that the main risks are identified,
assessed and monitored taking into account each business unit, to create a fully integrated risk management
process. Risks are assessed with quantitative and qualitative tools considering both the probability of
occurrence and the impacts that would be generated in a given time horizon if the risk were to occur. It also
ensures that all necessary measures are taken to control risks that could threaten the Group's assets, its ability
to generate profits or achieve its objectives.
Roles and responsibilities in risk management have been defined starting from the Company's Board of
Directors, which defines strategy, policy and risk appetite, supported by the Audit Committee and the
Sustainability Committee. In addition, management teams from the group companies are involved, with
responsibility for risk management within their area of expertise.
Below is a summary of the people and bodies involved and their responsibilities:
• The Board of Directors plays the central role, defining the Group's risk appetite, the nature and level
of risk. In addition, it carries out an assessment of the risks related to climate change ensuring the
constant compatibility of management and strategic objectives;
• The Audit Committee and the Sustainability Committee (corporate bodies relevant in the risk
definition process) support the Board of Directors, subject to a favourable opinion, in the definition and
management of risks;
• The CEO & Chairman: implements the general guidelines of the Board of Directors, ensuring the
identification, management and monitoring of the main risks;
• Risk owners, or the first level of control, are primarily responsible for internal control and risk
management activities;
• Finally, Risk Management and Internal Audit are the main responsible for the internal control and
risk management system (second and third level of control). They are responsible for verifying that the
Internal Control and Risk Management System is functioning and adequate with respect to the size
and operations of the Group, verifying, in particular, that the Management has identified the main risks,
that they have been evaluated in a consistent manner and that the appropriate mitigation actions have
been defined and implemented.
2021 Directors' Report Cementir Holding NV | 41
The Cementir Group's Internal Control and Risk Management System is integrated into the Group's
organisational, administrative, accounting and governance structure and has been prepared on the basis of
the principles laid down by the Enterprise Risk Management - Integrated Framework, an international standard
developed by the Committee of Sponsoring Organizations of the Treadway Commission (COSO Report), also
ensuring greater detail in the identification of the risks of the companies and Group and integration with the
results of the Audit activities. The methodology followed involves an iterative process consisting of the following
steps:
• Risk identification: the process starts with the definition of the Industrial Plan and focuses on the main
risks that could compromise the achievement of the Group's objectives;
• Risk assessment: for each identified risk, management gives an inherent risk assessment (in the
absence of controls/mitigation actions), in terms of probability and impact during the horizon of the
Industrial Plan, using a 5-level assessment system (scoring). In terms of impact, three parameters are
considered: economic (quantitative), operational (qualitative), reputational (qualitative);
• Identification and assessment of the adequacy of existing controls: for each identified risk, all the current
controls / actions in place for risk mitigation are identified with management;
• Residual risk assessment: taking into account the individual controls for each risk and the relative
adequacy, the residual risk is calculated by applying a uniform calculation methodology to all Group
companies;
• Identification of further actions: in the event that the residual risk is higher than the predefined level of
risk appetite, further actions are agreed with management to mitigate the risk and contain it within
acceptable levels. The initiatives are taken promptly and within budget limits, to effectively contribute
to risk mitigation;
• Reporting: reports are prepared at the company and Group level, showing the main risks and initiatives
taken by management to reduce the risks to acceptable levels;
• Monitoring: periodic review for existing risk evaluations, assessment parameters and new risks to be
identified, if necessary.
The model, as described, subject to further and future updates, aims to provide support for the decision-making
and operational processes of the company management, so as to reduce the possibility that specific events could
compromise the Group's ordinary operations or the achievement of its strategic objectives.
To this end, the risk appetite level adopted in relation to strategic risks is consistent with the vision of creating
value, while always respecting the environment and promoting integration with local communities. In relation
to operational risks, the risk appetite level is defined on the basis of the effectiveness and efficiency targets
set by the management.
Provisions for compliance and financial reporting are different. The Group does not accept an assumption of
non-compliance risk for laws and regulations (including those relating to safety), and of possible alterations to
the integrity of financial reporting.
The Cementir Group's Internal Control and Risk Management System is integrated with the Group's
Sustainability Strategy. Starting from 2021 the Cementir Group has launched a project to implement the
recommendations of the TCFD (Task Force on Climate-Related Financial Disclosure) committing to be
transparent on risks and opportunities related to climate change. The identification, assessment and effective
management of risks and opportunities related to climate change are fully integrated into the Group's risk
management process. For more details, see the paragraph "Main risks to which the group is exposed".
2021 Directors' Report Cementir Holding NV | 42
In relation to accounting and financial reporting, the existing Internal Control System ensures its accuracy and
completeness through constantly updated administrative and accounting procedures.
Furthermore, as part of the compliance activities with the COSO structure, during the year, the Internal Audit
function carries out audit activities on the aforementioned procedures to ascertain that the provided key
controls are being correctly applied by the involved company structures. The assessment of the internal control
system on financial reporting provided for by Cementir Group procedures was carried out based on this activity.
On the basis of the activity carried out by the Internal Audit department and the related results, the Audit
Committee assessed the Internal Control and Risk Management System as adequate, effective and
appropriate for dealing with business, operational, environmental, financial and compliance risks.
INTERNAL CONTROL SYSTEM FOR FRAUD RISK MANAGEMENT
This risk relates to intentional acts perpetrated by deception by one or more members of management, those
responsible for governance activities, employees or third parties, in order to obtain unlawful advantages. Fraud,
whether false financial reporting or misappropriation of company assets, implies the existence of incentives or
pressure to commit it and the perception of an opportunity to do so.
Exposure to potential fraud risks is analysed during the risk assessment carried out by Internal Audit when
drawing up the Audit Plan to give priority analysis to the areas considered at risk. The identified fraud risks are
assessed, with particular regard to the probability of occurrence and possible impacts, thus assessing their
relevance for the organisation. In the assessments, all reports emerging from whistleblowing channels and
cases of fraud detected in the last 12 months are also taken into account.
The Ethics Committee (committee appointed by the Board of Directors), on a quarterly basis, analyses the
results of the investigative activities carried out by the Internal Audit and verifies the implementation of
disciplinary, organisational and operational actions for each individual breach. The Ethics Committee reports
on its work to the Audit Committee and the Board of Directors.
MAIN RISKS TO WHICH THE GROUP IS EXPOSED
The main types of risks and opportunities to which the Group is exposed are described below.
VOLATILITY IN COMMODITY PRICES
DESCRIPTION
IMPACT
MITIGATION ACTIONS
Risk linked to the volatility of commodities market prices
(electricity and fuel) and freight costs, which may affect
the Group's results.
COMMODITIES - Electricity and fuel
The Group is highly exposed to the risk of fluctuations in the
prices of all raw materials that enter the production cycle,
electricity, coal, petcoke (material derived from oil refining).
There is also a risk related to the availability of fuel resulting
from macroeconomic market dynamics. Market trends are
constantly monitored in search of the best supply conditions
(availability and price) to meet its needs.
FREIGHT COSTS
Trade route prices have tripled compared to last year and
prices for container ships have seen similar increases. There
are few signs of them falling in the short term. Freight rates
Cost
increases
▪ Use of financial instruments to hedge price
risk;
▪ Sales contracts based on indexed prices;
▪ Renegotiation of long-term agreements with
suppliers;
▪ Replacement of fossil fuels with alternative
fuels;
▪ Evaluation of the use of gas within the
production process;
▪ Freight contracts on a COA basis "Contract of
affreightment"
2021 Directors' Report Cementir Holding NV | 43
are expected to calm in the second half of 2022 under current
conditions.
CYBER SECURITY
DESCRIPTION
IMPACT
MITIGATION ACTIONS
The increasing use of IT systems increases the Company's
exposure to various types of risks. The most significant is the
risk of cyber-attacks which is a constant threat to the Group.
Data loss
Privacy
impacts
Business
interruption
Reputational
damage
▪ Strengthening of network infrastructure;
▪ Strengthening of protection systems;
▪ Constant updating of internal procedures;
▪ Continuous training for all staff to strengthen
the corporate culture on cyber security
issues.
GEOPOLITICAL RISK
DESCRIPTION
IMPACT
MITIGATION ACTIONS
Geopolitical instability in some of the countries where the
Group operates may influence demand trends.
Impact on the
Group's
earnings
figures and
financial
position
▪ Monitoring of the geopolitical context in
which the Group operates;
▪ Request for letters of credit to protect credit
positions;
▪ Monitoring of the currency system and
monetary policy of the countries where the
Group operates.
RISK OF THE COVID-19 PANDEMIC
DESCRIPTION
IMPACT
MITIGATION ACTIONS
Cementir is an international company present in several
countries, some of which have been significantly impacted
by the COVID-19 pandemic. Although there is broad
consensus on the gradual improvement of global health
prospects in the short to medium term, this assumption
involves uncertainties mainly related to the large-scale
availability of vaccines. If these risks were to persist, they
could lead to a disruption of normal market dynamics.
Impact on the
Group's
operations,
earnings, cash
flows and
financial
position
The Company has promptly adopted control and
prevention measures for all employees around the
world, including through alternative (remote) working
methods, both for offices and operational sites.
The Group works closely with local management on
the development of health plans to be able to intervene
promptly with coordinated actions, including “cross-
border” activities.
2021 Directors' Report Cementir Holding NV | 44
HEALTH AND SAFETY
DESCRIPTION
IMPACT
MITIGATION ACTIONS
Risk of accidents that can have consequences for the
health of workers and / or cause problems in production
processes.
•
Economic
•
Organisational
•
Reputational
•
Relations with
local
communities
•
Workers'
health
▪ Improvement of the Group's safety culture;
▪ Monitoring of health and safety
performance and the effectiveness of
improvement plans for all plants;
▪ Certification of all cement plants according
to international standards (ISO 450001) by
the end of 2022;
▪ KPIs on health and safety included in the
management incentive process.
COMPLIANCE
DESCRIPTION
IMPACT
MITIGATION ACTIONS
These are risks related to compliance with applicable
regulations (antitrust, anti-corruption, GDPR, Legislative
Decree 231/2001).
Potential
violations of
laws and
regulations
In relation to these risks, the Legal Department
implements targeted programs with guidelines,
procedures and training to ensure compliance with the
above regulations. The Organisation and Control
Models required under Legislative Decree 231/2001
are periodically updated.
The Internal Audit function carries out specific audits
on compliance with regulations.
CLIMATE CHANGE
The cement industry's ability to reduce its CO2 emissions and respond to climate change has become a focal
point for investors. In 2021, the Cementir Group has launched a project to implement the recommendations of
the TCFD (Task Force on Climate-Related Financial Disclosure) committing to be transparent on risks and
opportunities related to climate change. The identification, assessment and effective management of risks and
opportunities related to climate change are fully integrated into the Group's risk management process.
As suggested by the TCFD, the Group monitors the risks and opportunities arising from the evolution of
transition scenarios and the evolution of physical variables.
Physical variables are divided into two categories of risk:
(a) Acute: related to the occurrence of extreme weather conditions such as cyclones, hurricanes or floods.
Acute physical phenomena, in the various cases, are characterised by considerable intensity and a
frequency of occurrence that is not high in the short term, but which, considering long-term scenarios,
sees a clear upward trend;
(b) Chronic: refers to gradual and long-term changes in climate patterns (e.g., sustained high
temperatures) that can cause sea-level rises or chronic heat waves.
With regard to the energy transition process, towards a progressive reduction of carbon emissions, there are
risks and opportunities linked to changes in the regulatory, technological, market and reputational context.
2021 Directors' Report Cementir Holding NV | 45
The Group has decided to align itself to the TCFD framework to clearly represent the types of risks and
opportunities by indicating how each of them should be managed. The effects were assessed over three time
horizons: the short term (1-3 years), linked to the implementation of the Industrial Plan; the medium term until
2030, in which it will be possible to see the effects of the energy transition; the long term until 2050, by which
the Group is committed to achieving net-zero emissions throughout its value chain.
TIME
HORIZON
DESCRIPTION
IMPACT
MITIGATION ACTIONS
SDGs
PHYSICAL RISK
ACUTE
RISK
Medium Term
Increase in the
frequency and
intensity of
extreme
weather events
such as floods,
ice storms,
hurricanes.
Extreme events can have
an impact in terms of
damage to assets,
interruption of business
operations, interruption in
the supply chain with an
impact on the production
process.
The Group adopts a series of control
practices such as real-time monitoring of
the weather conditions at each plant.
It carries out a risk assessment of extreme
natural events (e.g. hydrogeological risk) of
specific morphological areas.
Adopt business continuity management
processes that guarantee an adequate
level of maintenance to limit and/or reduce
damage to company assets.
It requires the certification of environmental
management systems according to
international standards (ISO140001).
CHRONIC
RISK
Medium Term
Water stress
due to global
warming
The Group operates in
some areas defined as
highly water-stressed. This
risk may lead to an increase
in the costs for the supply
and operations for the
recovery of water resources
used in the production
process.
As part of its climate commitments, the
Group has defined its policy on water
management. Maximising its
reuse/recycling, minimising withdrawals
and consumption and applying efficient
operating practices are areas of focus,
starting with those geographical areas with
the greatest water scarcity. The Group has
set targets for improvement in the specific
consumption of water for cement
production, with an overall reduction of
20% by 2030 and, in areas with greater
water stress, of 25%.
TIME
HORIZON
DESCRIPTION
IMPACT
MITIGATION ACTIONS
SDGs
TRANSITION RISK
POLICY
Short Term
RISK
Increase in the
price of CO2 and
adoption of the
ETS Regulation in
non-EU countries
Regulatory changes
regarding the energy
transition can impact
business performance in
both economic and
operational terms.
The Group has launched a decarbonisation
policy and a sustainability strategy, setting
emission reduction targets and establishing
specific short-term (1-3 years), medium
(until 2030) and long-term (until 2050)
action plans.
MARKET
Short Term
RISK
non-availability of
raw materials
The production of cement
and ready-mixed
concrete requires the use
of raw materials such as
clay, blast-furnace slag
and fly ash (the latter two
are by-products
respectively of coal-fired
power plants and steel
mills whose production is
destined to decrease).
To mitigate this risk, the Group has
established long-term contractual
arrangements with suppliers to ensure
adequate supply.
2021 Directors' Report Cementir Holding NV | 46
TIME
HORIZON
DESCRIPTION
IMPACT
MITIGATION ACTIONS
SDGs
TECHNOLOGY
Long Term
RISK/
OPPORTUNITY
CO2 capture and
storage project
The Group, through its
subsidiary Aalborg
Portland, has launched
the following projects:
-"Greensand II Project"
-“ConsenCUS”
The projects aim to
capture, liquefy, transport
and store CO2 in the
North Sea.
The Group participates in international
consortia funded by the Danish
government and the European Union to
seize opportunities related to the
development of breakthrough technology
projects.
TECHNOLOGY
Short Term
OPPORTUNITY
Development of
low emission
impact products
The Cementir Group has
developed a new type of
cement (FUTURECEM™)
with low CO2 emissions.
The production and distribution of a new
product with low emission content will allow
the mitigation of potential risks and exploit
opportunities related to the energy
transition.
REPUTATION
Medium Term
OPPORTUNITY
Increased supply
of district heating
in the city of
Aalborg
The Aalborg plant
recovers excess heat
from cement production
to provide district heating
to local residents. In
2021, Aalborg Portland
delivered approximately
1.7 million GJ of energy
to the municipality of
Aalborg. According to the
engineering project
developed by the Group,
the Aalborg plant could
improve energy supply by
a further one million GJ.
The Group maximises opportunities by
exploiting heat recovery from combustion
processes reducing local community CO2
emissions (amount not emitted by the local
power plant).
FINANCIAL RISK MANAGEMENT AND INFORMATION RELATING TO FINANCIAL INSTRUMENTS
The Cementir Holding Group is exposed to financial risks in connection with its operations; in particular to
credit risk, liquidity risk and market risk.
Credit risk
Credit risk is related to possible losses that can occur if a counterparty fails to fulfil its obligations.
Credit risk could mainly derive from operating activities, in particular trade receivables from customers. The
Cementir Group has entrusted local management with the regular management of trade receivables on the
basis of specific policies that define the criteria for credit limits, achievement guarantees and payment
conditions. Credit limits are generally defined for each customer after a risk analysis provided by external rating
agencies and are periodically reviewed. Based on these policies, any order that exceeds the agreed credit
limits must be reviewed and individually approved for creditworthiness.
With respect to bank deposits and derivatives, the Group has always worked with leading counterparties, thus
limiting its credit risk in this sense.
All customers are monitored locally, based on their individual features, including their business, distribution
channel, geographical position and any previous financial difficulties. Credit risk is regularly monitored
2021 Directors' Report Cementir Holding NV | 47
including by analysing the performance of specific indicators based on variables such as total trade receivables
and past due receivables.
Local Credit Risk Committees periodical meetings, at local level, analyse and discuss the Group’s companies
ageing, credit performance and any specific critical issues.
The Cementir Group establishes provisions for trade receivables, to cover potential losses, on the basis of
regular follow-ups on customer situations.
Liquidity risk
The Group is exposed to liquidity risk in relation to the availability of financing and its access to credit markets
and financial instruments in general. Given the Group's strong financial position and available credit lines, this
risk is remote. However, the Group manages liquidity risk by carefully monitoring cash flows and financing
needs. There is a particular focus on the Group's management to increase operating cash flow and control
investments in both plant and equipment, both intangible and property, naturally safeguarding that required for
the technical development and efficiency of the production plants with assigned cash generation objectives for
all Group entities. Existing credit lines are however deemed adequate to meet any unexpected needs.
Furthermore, as reported on the section covering the Business Plan approved by Group Board, it planned to
be in a positive cash position at the end of 2022.
Market risk
Market risk is mainly linked to exchange rate and interest rate fluctuations.
Exchange rate risks are systematically monitored at Group level to assess any impact in advance and take
the necessary mitigation actions. Since the purpose is to limit exchange rate risks, when a currency exposure
is identified and the decision to hedge it is made, forward rate agreements are finalised with the banking system
in both the "Forward contract without delivery option" and "Forward contract with delivery option" formats.
Financial instruments must be used exclusively for hedging purposes and must not be traded, where trading
is defined as taking positions where the Group does not have a natural underlying exposure.
Finally, the Cementir Group has variable rate bank loans and is exposed to the risk of interest rate
fluctuations. However, this risk is considered moderate since the loans are currently only in Euros and the
Danish krone and the medium/long-term rate curve is linear. However, the Cementir Group monitors interest
rates and expected times for the repayment of the debt and purchases interest rate swaps as a partial hedge
of the interest rate risk.
For information on financial risks, please refer to notes 12) and 32) of the consolidated financial statements.
CORPORATE GOVERNANCE
INTRODUCTION
As of 5 October 2019, Cementir Holding is a Dutch public limited company (Naamloze Vennootschap) with its
registered office in Amsterdam, the Netherlands Zuidplein 36, 1077 XV and a secondary and operational office
in Rome, Italy, at Corso di Francia No. 200.
The company's tax residence is in Italy.
The company has been listed on the Euronext STAR Milan segment of the Euronext Milan Stock Exchange
since 1955.
2021 Directors' Report Cementir Holding NV | 48
Cementir Holding has elected the Netherlands as home Member State for the purposes of Art. 2(1) of the
Directive 2004/109/EC of the European Parliament and the Council of 15 December 2004 (the so-called
“Transparency Directive”).
The Company applies the Dutch Corporate Governance Code (hereinafter the “Code”) whose purpose is to
facilitate, with or in relation to other laws and regulations, a sound and transparent system of checks and
balances within Dutch listed companies and, to that end, regulate relations between the Board of Directors, its
Committees and shareholders.
It is to be noted that the provisions of the Code primarily refer to companies with a two-tier board structure
(consisting of a management board and a separate supervisory board), while Cementir Holding. has
implemented a one-tier board. The best practices reflected in the Code for supervisory board members apply
therefore by analogy to Non-Executive Directors.
The current version of the Code, effective starting from 1 January 2017, is available for download at the
following address: www.mccg.nl (www.mccg.nl/english for the unofficial English version).
BOARD OF DIRECTORS
Composition and nomination of the Board of Directors
In compliance with the Company’s Articles of Association (hereinafter the “Articles of Association”), the Board
of Directors may be made up of one or more Executive Directors and one or more Non-Executive Directors,
providing that the total number of Directors is at least five and at most fifteen. The General Meeting of
20 April 2020, resolved, inter alia, on the appointment and composition of the Board of Directors expiring on
that date in accordance with the provisions of the Articles of Association set out below.
The Board of Directors is currently made up of one Executive Director (Francesco Caltagirone, Chief Executive
Officer or "CEO") and eight Non-Executive Directors (Alessandro Caltagirone and Azzurra Caltagirone, Vice
Chairmen; Paolo Di Benedetto, Senior Non-Executive Director; Edoardo Caltagirone, Saverio Caltagirone,
Fabio Corsico, Veronica De Romanis and Chiara Mancini).
Directors are appointed by the General Meeting. Directors can only be nominated for appointment pursuant:
(a) to a proposal of the Board; or
(b) to a proposal of one or more Shareholders, alone or together representing at least the 3% of the issued
share capital, provided that the proposal has been notified to the Board in accordance with the
requirements of Articles 8.3.4 and 8.3.5 of the Articles of Association.
The nomination must make it explicit whether a person is nominated for appointment as Executive Director or
Non-Executive Director. A Director shall be appointed for a maximum period of three years, provided however
that unless such Director has resigned at an earlier date, their term of office shall expire ultimately immediately
after the close of the first General Meeting held after three years have lapsed since their appointment. A
Director may be reappointed with due observance of the preceding sentence. By resolution of the General
Meeting at the proposal of the Board, the maximum period of three years may be deviated from. The Board
may draw up a retirement schedule for the Directors. At a General Meeting, a resolution to appoint a Director
can only be passed in respect of candidates whose names are stated for that purpose in the agenda of that
General Meeting or the explanatory notes thereto. The General Meeting may at all times suspend or dismiss
a Director.
2021 Directors' Report Cementir Holding NV | 49
Convening meetings and agenda
Meetings are held as often as the Senior Non-Executive Director or the Chief Executive Officer or any two
Directors jointly request, provided that there are at least four regularly scheduled Board meetings in each
financial year.
Meetings are convened in a timely manner by the Senior Non-Executive Director, the Chief Executive Officer
or the Vice-Chairman, or if each of them is absent or unable to act, by any Director. The notice sets out the
meeting agenda. The Director convening a meeting sets the agenda for that meeting. Directors may submit
agenda items to the Director(s) convening the meeting.
Meeting location
Meetings are normally held at the Company’s secondary offices in Rome, Italy, but may also take place
elsewhere.
Meetings may also be held by telephone, videoconference, or other means of electronic communication,
provided that all participants can hear each other simultaneously. Directors attending the meeting by telephone
or videoconference are considered present at the meeting.
Attendance
Each Director attends Board meetings and the meetings of the committees of which he or she is a member. If
a Director is frequently absent from these meetings, this Director must account for these absences.
A Director may be represented at a meeting by another Director holding a proxy in writing or in a reproducible
manner by electronic means of communication.
The Board may require that certain officers and external advisers attend its meetings.
The external auditor may attend the Board meeting at which the external auditor’s report on the audit of the
financial statements is discussed.
Chairman of the meeting
The Chief Executive Officer chairs the meeting. If the Chief Executive Officer is not present at the meeting, the
Senior Non-Executive Director chairs the meeting. If both the Chief Executive Officer and the Senior Non-
Executive Director are not present at a meeting, the Vice-Chairman chairs the meeting. If the Chief Executive
Officer, the Senior Non-Executive Director and the Vice-Chairman are not present at the meeting, the Directors
present at the meeting will designate one of them as chairman of that meeting.
In accordance with the provisions of the Articles of Association and the Rules of Procedure of the Board of
Directors, a non-executive and independent member, the Senior Non-Executive Director, serves as chairman
of the meetings pursuant to and for the purposes of Dutch law (Art. 2:129a of the Dutch Civil Code) and in
accordance with Best Practice provision 2.1.9. of the Code. In this regard, in such role, the Senior Non-
Executive Director, inter alia, ensures that there is sufficient time for deliberation and decision-making by the
Board and that directors receive timely all information that is necessary for the proper performance of their
duties. In this capacity, the Senior Non-Executive Director also collects and coordinates the requests and
contributions of the Non-Executive Directors and more in particular of the independent directors. The Senior
Non-Executive Director, in this capacity, plays a liaison role between the Executive and Non-Executive
Directors and thus ensures the effective functioning of the Board as a whole.
2021 Directors' Report Cementir Holding NV | 50
Adoption of resolutions – quorum requirements
The Board may only adopt resolutions at a meeting if the majority of the Directors entitled to vote is present or
represented at the meeting including at least one Executive Director, if the Executive Director is entitled to vote
on matters being considered.
If the Chief Executive Officer believes there is an urgent situation that requires the Board’s immediate resolution,
the quorum requirement referred as above not apply, providing that:
(a) at least three Directors entitled to vote are present or represented at the meeting including at least one
Executive Director, if the Executive Director is entitled to vote on matters being considered; and
(b) reasonable efforts have been made to involve the other Directors in the decision-making.
The chairman of the meeting ensures that adopted resolutions are communicated to Directors not present at
the meeting without delay.
Adoption of resolutions - majority requirements
Each Director has one vote. Where possible, the Board adopts its resolutions by unanimous vote. If this is
not possible, the resolution is adopted by a simple majority of the votes cast. In the event of a tie vote the
Chief Executive Officer has a casting vote. If there is insufficient agreement on a proposed resolution during
the meeting, the chairman of the meeting may defer the proposal for further discussion or withdraw the
proposal.
Meeting minutes
The Company Secretary or any other person designated as the meeting secretary prepares the meeting
minutes. The minutes are adopted:
(a) by a resolution adopted at the next Board meeting; or
(b) by the chairman and secretary of the particular meeting, after having consulted the Directors
present or represented at that meeting.
Adopting resolutions without holding a meeting
The Board may also adopt resolutions without holding a meeting, provided that such resolutions are adopted
in writing or in a reproducible manner by electronic means of communication, and all Directors entitled to
vote consented to adopting such resolutions without holding a meeting.
Role of the Board of Directors
The Board of Directors is responsible for the overall conduct of the Cementir Group and has the powers,
authorities and duties vested in it by and pursuant to the relevant laws of the Netherlands and the Articles of
Association. In all its dealings, the Board shall be guided by the interests of the Cementir Group as a whole,
including but not limited to the Company’s shareholders. The Board has the final responsibility for the
management, direction and performance of the Company and the Cementir Group.
Pursuant to Art. 7.5.1 of the Articles of Association the Board is authorised to represent the Company.
2021 Directors' Report Cementir Holding NV | 51
The Board has allocated duties and powers to the Directors by Board Rules approved pursuant to Art. 7.1.5
of the Company's Articles of Association on 5 October 2019 and subsequently last amended on 28 July 2021,
available on the Company's website.
Without limiting the scope of the Board’s role, the ongoing items to be considered and decided upon by the full
Board include:
(a) reviewing and approving (any material amendment to) the business plan;
(b) reviewing and approving (any material amendment to) the Budget;
(c) ensuring the Cementir Group’s compliance with applicable laws and regulations;
(d) proposing the Dutch statutory management report and financial statements for adoption by the General
Meeting;
(e) approving decisions as required under Dutch law; and
(f) discussing and approving the strategies for the shaping of the portfolio and direction of the Cementir Group,
including the strategy for realising long-term value creation.
At least once a year, the full Board shall discuss:
(a) the functioning of the Board, the Chief Executive Director, the Senior Non-Executive Director and the
other Directors, and the conclusions to be drawn on the basis of this; and
(b) the corporate strategy of the Cementir Group, the risks of the business and the assessment by the Board
of the structure and operation of the internal risk management and control systems.
The Board of Directors will further consider and decide upon the following:
(a) proposing to suspend any director and suspending any of the executive directors, without the director
concerned being present;
(b) the creation or discontinuation of any material business activities;
(c) proposing or resolving, as the case may be, to declare or pay any dividends or other distributions to
shareholders (other than to a member of the Cementir Group) or repurchase or redeem securities or
indebtedness of any member of the Cementir Group (other than if held by a member of the Cementir
Group);
(d) proposing or resolving, as the case may be, to change the external auditors of the Company to audit
the Company’s Dutch statutory annual accounts and board report;
(e) proposing or resolving, as the case may be, to liquidate, initiate any bankruptcy, dissolution or winding
up proceedings, moratorium or suspension of payments (or any similar proceedings in the relevant
jurisdiction) in respect of the Company or any significant Cementir Group company, unless Directors
are required to do so by applicable law;
(f) recommending a public offer for shares in the Company.
The table below shows the personal information of each Director holding a position in Cementir Holding during
2021 in compliance with Best Practice provision in 2.1.2 of the Code. The “Other Positions” pursuant to Best
Practice provision 2.4.2 of the Code can be found in the Curriculum Vitae of each Director, available on the
Company’s website https://www.cementirholding.com/en/governance/corporate-bodies/board-directors.
2021 Directors' Report Cementir Holding NV | 52
Table A - Personal Information
Name, date of birth, gender,
nationality
Position
First
appointment
Date of current
appointment or
reappointment
End of current
term
Francesco Caltagirone
29/10/1968, M,
Italian
Executive Director
(Chief Executive Officer and
Chairman)
27 June 1995
20 April 2020
AGM 2023
Alessandro Caltagirone
27/12/1969, M, Italian
Non-Executive Director
(Vice-chairman)
10 May 2006
20 April 2020
AGM 2023
Azzurra Caltagirone
10/03/1973, F, Italian
Non-Executive Director
(Vice-chairman)
10 May 2006
20 April 2020
AGM 2023
Paolo Di Benedetto
21/10/1947, M, Italian
Senior Non-Executive
Director
18 April 2012
20 April 2020
AGM 2023
Edoardo Caltagirone
12/04/1944, M, Italian
Non-Executive Director
27 June 1992
20 April 2020
AGM 2023
Saverio Caltagirone
03/03/1971, M, Italian
Non-Executive Director
22 May 2003
20 April 2020
AGM 2023
Fabio Corsico
20/10/1973, M, Italian
Non-Executive Director
15 January 200
8
20 April 2020
AGM 2023
Veronica De Romanis
31/03/1969, F, Italian
Non-Executive Director
21 April 2015
20 April 2020
AGM 2023
Chiara Mancini
20/11/1972, F, Italian
Non-Executive Director
21 April 2015
20 April 2020
AGM 2023
Three Non-Executive Directors of the Company are qualified as independent for the purposes of the Code:
Veronica De Romanis, Paolo Di Benedetto and Chiara Mancini.
During 2021, 5 meetings of the Board of Directors were held, in which the Board of Directors, among other
things:
- examined and approved the preliminary consolidated results for the fourth quarter of 2020 and for the year
ended 31 December 2020;
- examined and approved the 2021 budget and the update of the 2021-2023 Business Plan. In this context, in
particular, the Board examined and discussed the strategic vision underlying the 2021-2023 Business Plan
proposed by the Chief Executive Officer and, in a session of the full board including Executive and Non-
Executive Directors, agreed and approved this strategy;
- examined and approved the financial statements for the year ended 31 December 2020 and also approved
the Cementir Group's Sustainability Report - Non-Financial Statement 2020, the Corporate Governance
Report pursuant to the Code and the Remuneration Report pursuant to the Code and articles 2:135(a) et
seq. of the Dutch Civil Code;
- examined and approved the quarterly financial results of the Cementir Group and the half-year financial
report;
- set up the Sustainability Committee, determining its composition, term of office and related Charter, with
consequent revision and updating of the Board Rules;
- examined the work carried out in 2020 by the Audit Committee and the Ethics Committee;
- reviewed the performance and procedures of the Board itself and its Committees, assessing their size and
composition, also in consideration of professional experience, management expertise, gender;
- approved the repayment of the previous Group loan and the signing of a new one.
2021 Directors' Report Cementir Holding NV | 53
The table below shows the attendance of each Director to the board meetings and also the attendance of the
members to the Audit Committee and Nomination and Remuneration Committee meetings.
Table B - Attendance
Director
Board of Directors
Audit Committee
Remuneration and
Nomination Committee
Francesco Caltagirone
5/5
N/A
N/A
Alessandro Caltagirone
5/5
N/A
N/A
Azzurra Caltagirone
5/5
N/A
N/A
Edoardo Caltagirone
3/5
N/A
N/A
Saverio Caltagirone
5/5
N/A
N/A
Fabio Corsico
5/5
N/A
N/A
Veronica De Romanis
5/5
4/4
2/2
Paolo Di Benedetto
4/5
4/4
2/2
Chiara Mancini
5/5
4/4
2/2
Education, training and induction activities for the Board of Directors
The Company shall ensure that it carries out continuous training activities, in accordance with Best Practice
provision 2.4.5 of the Code, also taking into account the results of the annual assessment provided for by Best
Practice provision 2.2.8 of the Code.
Since the end of 2020, the comprehensive training offered by the Cementir Academy to Cementir Group
employees has been extended to board members. Among the courses, offered in micro e-learning mode, are
those on fraud management, whistleblowing, human rights and cybersecurity. The insider information course
has been in place since as early as 2019. The list of courses is designed to be continuously updated and
expanded.
In 2019, Cementir Holding organised a visit for the directors to one of the Group's main plants, in Aalborg,
Denmark. Similar initiatives were suspended in 2020 and 2021 due to the pandemic.
In 2021, two induction sessions were organised for directors at the end of the board meetings, one in the field
of cybersecurity, held on 5 May, and the other, initially scheduled for 28 July, then postponed to
11 November 2021, focused on snapshot of product-side business areas and evolution with new products in
line with the sustainability roadmap.
Furthermore, as a result of the establishment of the Sustainability Committee, the Company has organised
some induction sessions for its non-executive and independent members aimed at introducing them to the
new position and deepening their understanding of sustainability issues, with contributions from the Company
and Group functions involved.
EXECUTIVE DIRECTOR AND CHIEF EXECUTIVE OFFICER
The Executive Director is responsible for the ordinary and extraordinary management of the Company with the
widest powers to the maximum extent permitted by the applicable law, developing and setting the Company’s
objectives and strategy, overseeing the associated risk profile and addressing corporate social responsibility
issues that are relevant to the Company.
2021 Directors' Report Cementir Holding NV | 54
The Executive Director also discusses the effectiveness of the design and operation of the internal risk
management and control systems with the Audit Committee and renders account of this to the Board.
Only one Executive Director has been appointed and he is also automatically Chief Executive Officer and
Chairman pursuant to Art. 2.3.4 of the Company’s Board Rules and Art. 7.1.2 of the Articles of Association,
without prejudice to the role of the Senior Non-Executive Director under Dutch law.
The Chief Executive Officer is primarily responsible for the day-to-day management of the Company with each
and every power of ordinary and extraordinary administration of the Company, to the maximum extent
permitted by the applicable law, including, without limitation, the following tasks and responsibilities:
(a) the operational management of the Company;
(b) the profit responsibility of the Company and the Cementir Group’s enterprises;
(c) setting performance targets for the Cementir Group;
(d) managing the business performance of the Cementir Group;
(e) examining, analysing and proposing to the Board strategic business opportunities that can contribute to
the further growth of the Cementir Group;
(f) compliance with all relevant laws and regulations, the Articles of Association and good corporate
governance practice;
(g) executing the decisions of the Board;
(h) determining the objectives to be achieved by the Board; and
(i) communicating with all relevant stakeholders of the Company, the media and the public; and
(j) preparing the Company’s annual accounts as referred to in Art. 2: 361 BW.
Pursuant to Art. 7.5.1 of the Articles of Association and Art. 2.4.3 of the Board Regulations, the Chief Executive
Officer is authorised to represent the Company.
The Executive Directors can be appointed for a maximum term of three years and can thereafter be
reappointed, with due observance of the Articles of Association.
In accordance with Art. 7.2.8 of the Articles of Association and Art. 2.6 of the Board Rules, if the seat of the
Executive Director is vacant or he is unable to act, the Non-Executive Directors will temporarily be entrusted
with the executive management of the Company, unless the Board provides for a temporary replacement.
SENIOR NON-EXECUTIVE DIRECTOR AND VICE-CHAIRMAN
The Senior Non-Executive Director is primarily responsible for ensuring that:
(a) there is sufficient time for deliberation and decision-making by the Board;
(b) the Directors receive all information that is necessary for the proper performance of their duties in a
timely fashion;
(c) the Board and its committees function properly;
(d) the Board designates one of the Non-Executive Directors as Vice-Chairman;
(e) the performance of the Directors is assessed at least annually:
(f) the Directors follow their integration, education or training programme;
(g) the Board performs activities in respect of culture;
2021 Directors' Report Cementir Holding NV | 55
(h) signs from the Business are recognised and any actual or suspected material misconduct and
irregularities are reported to the Board without delay; and
(i) effective communication with shareholders is assured.
Anyone who previously held the office of Executive Director cannot hold the position of Senior Non-Executive
Director.
The Senior Non-Executive Director must be independent pursuant to Best Practice provision 2.1.8 of the Code
and cannot be chairman of the Audit Committee or the Remuneration and Nomination Committee.
The Board of Directors of 24 April 2020, following the appointment of the Board of Directors with the General
Meeting resolution of 20 April 2020, appointed the Non-Executive Director Paolo Di Benedetto as Senior Non-
Executive Director with the role of chairing the Board of Directors pursuant to Dutch law, in compliance with
Best Practice provision 2.1.9 of the Code and in compliance with the Articles of Association and Art. 2.3.7 of
the Board Rules.
The Vice-Chairman deputises for the Senior Non-Executive Director in the event that the position of Senior
Non-Executive Director is vacant or if the Senior Non-Executive Director is unable to act.
The Vice-Chairman shall act as point of contact for Directors concerning the functioning of the Senior Non-
Executive Director.
NON-EXECUTIVE DIRECTORS
The Non-Executive Directors supervise the Executive Director’s policy and performance of duties, the
Company’s general affairs and its business and provide advice to the Executive Director.
Non-Executive Directors supervise at least the following key elements:
(a) developing a general strategy, including the strategy for realising long-term value creation, and
taking into account risks connected to the Cementir Group’s business activities;
(b) ensuring compliance with all relevant laws and regulations, the Articles of Association and good
corporate governance practice;
(c) satisfying the integrity of financial information and ensuring the appropriateness of financial controls
and risk management systems; and
(d) reviewing the performance of the Board as a whole, each Director individually, and the committees
of the Board.
A Non-Executive Director can be appointed for a maximum term of three years and can thereafter be
reappointed, with due observance of the Articles of Association. In accordance with Art. 7.2.9 of the Articles of
Association, if the seat of a Non-Executive Director is vacant or upon the inability of a Non-Executive Director
to act, the remaining Non-Executive Director or Non-Executive Directors shall temporarily be entrusted with
the performance of the duties and the exercise of the authorities of that Non-Executive Director; provided that
the Board may, however, provide for a temporary replacement. If the seats of all Non-Executive Directors are
vacant or upon inability of all Non-Executive Directors or the sole Non-Executive Director to act, as the case
may be, the General Meeting shall be authorised to temporarily entrust the performance of the duties and the
exercise of the authorities of Non-Executive Directors to one or more other individuals. The Board may entrust
one or more Non-Executive Directors to execute a resolution made by the Board with all necessary powers,
including the right to sub-delegate, without prejudice to their duties and responsibilities.
2021 Directors' Report Cementir Holding NV | 56
Non-Executive Directors scheduled the yearly meeting recommended by Best Practice provisions of the Code
prior to the Board meeting of 9 March 2021. The contents of the supervisory activity carried out continuously
during the financial year, especially during the meetings of the Board of Directors and, for its members, of the
Board Committees, were examined and approved and subsequently reported in the annual report drawn up
pursuant to Best Practice provision 5.1.5 of the Code.
DIVERSITY POLICY
The current Board Rules, including the Board Profile, were approved by the Company's Board of Directors on
28 July 2021. On 13 November 2019, as a result of the transfer of the Company's registered office to the
Netherlands, the Board of Directors of the Company reviewed the Diversity Policy that sets out the rules
regarding the diversity of the composition of the Board of Directors. Following the entry into force on
1 January 2022 of the amendments to the Dutch Civil Code regarding gender diversity, the Board
acknowledged the targets set for Non-Executive Directors by this legislation and, on the basis of the proposal
submitted by the Remuneration and Nomination Committee, updated the Diversity Policy. The Diversity Policy
and the Board Profile are both available on the Company's website pursuant to Best Practice provision 2.1.5
of the Code.
The Board of Directors acknowledges the importance of diversity among all individuals who are working for
the Company. The diversified composition of the Board of Directors itself is a guarantee of a balanced decision-
making process, also achieved through the proper functioning of the respective committees. The purpose of
the Diversity Policy adopted by the Company is to lay down the diversity aspects and targets within the
Company and to ensure its proper implementation and application.
The targets set by the current Dutch laws on diversity within the Board of Directors are aimed at ensuring a
balance between the genders, so that at least 1/3 of the Non-Executive Directors are men and at least 1/3 are
women.
The Company's Board of Directors currently meets this target.
In particular, the Board of Directors of Cementir Holding includes three (3) women among the Non-Executive
Directors out of a total of eight (8) Non-Executive Directors.
The composition of the Board also respects the criteria of diversity of age, education and experience, indicated
in the Diversity Policy, with the sole exception of the requirement of diversity of nationality, as also shown in
the curricula of the directors.
The current Diversity Policy and the verification of its effective implementation are subject to regular updating
and monitoring by the Company. It may also be amended, where deemed necessary by the Board of Directors
or in compliance with the Group's policy establishing the rules for updating the Company's procedures.
CONFLICT OF INTEREST
Any conflict of interest between the Company and Directors must be prevented. The Board is responsible for
dealing with any conflicts of interest that Directors or majority shareholders may have in relation to the
Company.
Directors must be alert to conflicts of interest and may not:
(a) compete with the Company;
2021 Directors' Report Cementir Holding NV | 57
(b) demand or accept substantial gifts from the Company for themselves or their spouse, recognised partner
or other life companion, foster child or relative by blood or marriage up to the second degree;
(c) provide unjustified advantages to third parties at the Company’s expense; or
(d) take advantage of business opportunities that the Company is entitled to, for themselves or for their
spouse, recognised partner or other life companion, foster child or relative by blood or marriage up
to the second degree.
A Director other than the Senior Non-Executive Director or Vice-Chairman must, without delay, report any
conflict of interest or potential conflict of interest to the Senior Non-Executive Director, or in the Senior Non-
Executive Director’s absence, the Vice-Chairman. The Senior Non-Executive Director must, without delay,
report any conflict of interest or potential conflict of interest to the Vice-Chairman or, in the Vice-Chairman’s
absence, to the other Directors. The Vice-Chairman must, without delay, report any conflict of interest or
potential conflict of interest to the Senior Non-Executive Director or, in the Senior Non-Executive Director’s
absence, to the other Directors. The Director must provide all relevant information, including any relevant
information concerning his or her spouse, registered partner or other life companion, foster child and
relatives by blood or marriage up to the second degree.
The Board decides whether a Director has a conflict of interest, without the Director concerned being
present.
A Director may not participate in the Board’s or a committee’s deliberations and decision-making process
on a subject where the Director is found to have a conflict of interest. This rule doesn’t apply when the entire
Board is unable to adopt a resolution as a result of all Directors being unable to participate in the
deliberations and decision-making process due to a conflict of interest.
During 2021 no transactions in conflict of interest with Directors and/or majority shareholders were reported
or took place.
BOARD COMMITTEES
Audit Committee
By means of the resolution adopted on 24 April 2020, the Board of Directors appointed the Audit Committee.
The duties and the responsibilities of the Audit Committee are set out in the related charter (published on the
Company website) adopted by the Board of Director on 24 April 2020, pursuant to Art. 7.1.4 of the Articles of
Association.
The Audit Committee consists of three members: 1. Veronica De Romanis (chairwoman, expert in financial
reporting), 2. Paolo Di Benedetto, 3. Chiara Mancini.
All members of the Audit Committee are independent pursuant to Best Practice provision 2.1.8 of the Code.
The Audit Committee prepares the decision-making of the Board regarding the supervision of the integrity and
quality of the Company’s financial reporting and the effectiveness of the Company’s internal risk management
and control systems.
The Audit Committee focuses on monitoring the Board of Directors, among others, in the following matters:
(a) relations with the internal and external auditors, and compliance with and follow-up on their
recommendations and comments.
The internal audit function has sufficient resources to execute the internal audit plan and has access
to information that is important for the performance of its work. The internal audit function has direct
access to the Audit Committee and the external auditor. Records are kept of how the Audit Committee
is informed by the internal audit function.
2021 Directors' Report Cementir Holding NV | 58
The internal audit function reports its audit results to the Board and the essence of its audit results to
the Audit Committee and informs the external auditor. The findings of the internal audit function include
the following:
(i) any flaws in the effectiveness of the internal risk management and control systems;
(ii) any findings and observations with a material impact on the risk profile of the Business; and
(iii) any failings in the follow-up of recommendations made by the internal audit function.
(b) the Company’s funding;
(c) the application of information and communication technology by the Company, including risks relating
to cybersecurity; and
(d) the Company’s tax policy.
In addition, the Audit Committee carries out the following duties:
(a) recommending persons for appointment as senior internal auditor;
(b) annually forming a position on how the internal audit function fulfils its responsibility.
(c) the Board discusses the effectiveness of the design and operation of the internal risk management
and control systems referred to in Best Practice provisions 1.2.1 through 1.2.3 of the Code with the
Audit Committee.
(d) if the Company does not have an internal audit department, recommending annually to the Board
whether adequate alternative measures have been taken. The Board includes the conclusions, along
with any resulting recommendations and alternative measures, in the Board’s report;
(e) reporting annually to the Board on the functioning of, and the developments in, the relationship with
the external auditor.
(f) the Audit Committee advises the Board regarding the external auditor’s nomination for
appointment/reappointment or dismissal and prepares the selection of the external auditor. The Audit
Committee gives due consideration to the Board’s observations during this process. Based on this,
among other things, the Board determines its nomination for the appointment of the external auditor
to the General Meeting;
(g) submitting a proposal to the Board for the external auditor’s engagement to audit the financial
statements.
(h) the Board plays a facilitating role in this process. In formulating the terms of engagement, attention is
paid to the scope of the audit, the materiality to be used and the remuneration for the audit. The Board
takes the decision on the engagement.
(i) if a new external auditor is to be engaged by the Company the Audit Committee motivates the proposal.
The proposal states at least two options for a possible external auditor to be engaged by the Company
and explains the Audit Committee’s preferred option. The proposal furthermore states that the
decision-making of the Audit Committee in this regard is not influenced by any third party or by any
agreement;
(j) annually discussing the draft audit plan with the external auditor, including:
(iv) the scope and materiality of the audit plan and the principal risks of the annual reporting identified
by the external auditor in the audit plan; and
(v) based also on the documents used to develop the audit plan, the findings and outcome of the
audit work carried out on the financial statements and the management letter;
(k) determining whether and, if so, how the external auditor is involved in the content and publication of
financial reports other than the financial statements; and
(l) meeting with the external auditor as often as it considers necessary, but at least once a year, without
Executive Directors being present.
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The Audit Committee also carries out the following duties:
(a) monitoring the financial reporting process and drawing up proposals to safeguard the integrity of this
process;
(b) monitoring the effectiveness of the internal control systems, the internal audit function and risk
management systems with regard to the Company’s financial reporting;
(c) monitoring the statutory audit of the annual accounts and the consolidated annual accounts;
(d) assessing and monitoring the independence of the external auditor or the audit firm, as applicable,
specifically taking into account the extension of ancillary services to the Company; and
(e) determining the selection process for the external auditor or the audit firm, as applicable of the
Company and the nomination to extend the assignment to carry out the statutory audit.
The Audit Committee reports on its deliberations and findings to the Board. This report includes information
on how the duties of the Audit Committee were carried out in the financial year, and also reports on the
composition of the Audit Committee, the number of meetings of the Audit Committee and the main items
discussed at those meetings.
This report also includes the following information:
(a) the methods used to assess the effectiveness of the design and operation of the internal risk
management and control systems referred to in Best Practice provisions 1.2.1 through 1.2.3 of the
Code;
(b) the methods used to assess the effectiveness of the internal and external audit processes;
(c) material considerations regarding financial reporting; and
(d) the way material risks and uncertainties referred to in Best Practice provision 1.4.3 of the Code have
been analysed and discussed, along with a description of the most important findings of the Audit
Committee.
In particular, the Audit Committee reports on the results of the annual statutory audit to the Board. This report
includes information on how the audit has contributed to the integrity of the financial reporting, and also
addresses the role of the Audit Committee in the audit.
During 2021, the Audit Committee met 4 times. The attendance of the members to the Audit Committee
meetings is shown in “Table B - Attendance” in the paragraph “Role of the Board of Directors”.
During these meetings, the Audit Committee examined and discussed, among other things, the 2020 financial
statements, the half-year financial report, as well as the quarterly financial results and the 2020 Sustainability
Report-Non-Financial Statement of the Cementir Group. The Audit Committee also examined and discussed
the activities carried out by the Internal Audit function and the Ethics Committee during 2020. It examined the
activities of the Internal Audit function for the first quarter and the first half of 2021. The Audit Committee then
examined the Audit Plan prepared by the Internal Audit function for 2022, in accordance with Best Practice
provision 1.3.3 of the Code, together with the budget for that function for the same year. It also examined the
Group's Enterprise Risk Assessment. The Audit Committee also reviewed and discussed the external auditor's
report on the audit work performed on the 2020 financial statements, the Audit Plan prepared by the external
auditor, and reviewed and discussed the external auditor's non-audit services and related network pursuant to
the "procedure for the assignment of non-audit services to the external audit company and related network".
The Audit Committee then examined and discussed the reports prepared for the Board of Directors of the
Company pursuant to Best Practice provision 1.5.3 of the Code, as well as the annual assessment carried out
by the members of the Audit Committee pursuant to Best Practice provision 2.2.6 of the Code.
The Audit Committee periodically reported to the Board of Directors on the activities carried out.
The Audit Committee examined the financial documentation with the Group Chief Financial Officer, who
attended all the Committee meetings. The Audit Committee met the external auditor on two occasions during
which, always in the presence of the Group Chief Financial Officer, it examined, among other things, the annual
2021 Directors' Report Cementir Holding NV | 60
financial statements, the report of the external auditor concerning the audit work carried out on the 2020
financial statements and also discussed the audit plan prepared by the same external auditor.
The Audit Committee received updates on legal matters by the Group General Counsel of the Company
attending all the meetings. Internal Audit activity was reviewed on a regular basis with the Group Chief Internal
Audit Officer also attending all the meetings and discussing with the Committee the main findings and
remediating actions.
Remuneration and Nomination Committee
By means of the resolution adopted on 24 April 2020, the Board of Directors combined the roles of the
remuneration committee and the selection and appointment committee in one committee, by appointing the
Remuneration and Nomination Committee.
The duties and the responsibilities of the Remuneration and Nomination Committee are set out in the related
charter (published on the Company website) adopted by the Board of Director on 24 April 2020, pursuant to
Art. 7.1.4 of the Articles of Association.
The Remuneration and Nomination Committee consists of three members: 1. Chiara Mancini (chairwoman),
2. Veronica De Romanis, 3. Paolo Di Benedetto.
All the members of the Remuneration and Nomination Committee are independent pursuant to Best Practice
provision 2.1.8 of the Code.
The Remuneration and Nomination Committee prepares the Board’s decision-making (including, if applicable,
proposals of the Board for the General Meeting) regarding the determination of the remuneration of individual
Directors, including severance payments.
The Remuneration and Nomination Committee submits a proposal to the Board (including, if applicable,
proposals of the Board for the General Meeting) concerning the remuneration of each Director. The proposal
is drawn up according to the remuneration policy that has been established and, in any event, covers:
(a) the objectives of the strategy for the implementation of long-term value creation within the meaning of
Best Practice provision 1.1.1 of the Code;
(b) the scenario analyses carried out in advance;
(c) the pay ratios within the Company and the Business;
(d) the development of the market price of the shares;
(e) an appropriate ratio between the variable and fixed remuneration components. The variable
remuneration component is linked to measurable performance criteria determined in advance, which
are predominantly long-term in character;
(f) if shares are being awarded, the terms and conditions governing this. Shares should be held for at
least five years after they are awarded; and
(g) if share options are being awarded, the terms and conditions governing this and the terms and
conditions for exercising the share options. Share options may not be exercised during the first three
years after they have been awarded.
The Remuneration and Nomination Committee also prepares the Board’s decision-making (including, if
applicable, proposals of the Board for the General Meeting) regarding:
(a) the drawing up of selection criteria and appointment procedures for Executive Directors and Non-
Executive Directors;
(b) the periodical assessment of the size and composition of the Board, and the making of proposal for a
composition profile of the Board;
2021 Directors' Report Cementir Holding NV | 61
(c) the periodical assessment of the performance of individual Executive Directors and Non-Executive
Directors and reporting this to the Board;
(d) the drawing up of a plan for the succession of Executive Directors and Non-Executive Directors;
(e) the proposal for appointment and reappointment of Executive Directors and Non-Executive Directors;
(f) the supervision of the policy of the Board regarding the selection criteria and appointment procedures
for senior management; and
(g) the drawing up of the Company’s diversity policy for the composition of the Board.
The Remuneration and Nomination Committee reports on its deliberations and findings to the Board. This
report includes information on how the duties of the Remuneration and Nomination Committee were carried
out in the financial year, and also reports on the composition of the Remuneration and Nomination Committee,
the number of meetings of the Remuneration and Nomination Committee and the main items discussed at
those meetings.
The Remuneration and Nomination Committee describes, in a transparent manner, in addition to the matters
required by law:
(a) how the remuneration policy has been implemented in the past financial year;
(b) how the implementation of the remuneration policy contributes to long-term value creation;
(c) that scenario analyses have been taken into consideration;
(d) the pay ratios within the Company and the Business and, if applicable, any changes in these ratios in
(a) comparison with the previous financial year;
(e) in the event that a Director receives variable remuneration, how this remuneration contributes to long-
term value creation, the measurable performance criteria determined in advance and on which the
variable remuneration depends, and the relationship between the remuneration and performance; and
(f) in the event that a current or former Director receives a severance payment, the reason for this
payment.
The main elements of the agreement of an Executive Director with the Company are to be published on the
Company’s website in a transparent overview after the agreement has been concluded, and in any event no
later than the date of the notice calling the General Meeting where the appointment of the Executive Director
will be proposed.
During 2021, the Remuneration and Nomination Committee met twice. The percentage of the attendance of
the members to the Remuneration and Nomination Committee meetings are shown in “Table B - Attendance”
in paragraph “Role of the Board of Directors”.
During these meetings, the Remuneration and Nomination Committee examined and discussed, among other
things, the remuneration policy and the report on remuneration drawn up in accordance with Art. 2:135a of the
Dutch Civil Code and Best Practice provision 3.1 and following of the Code, and the report concerning the
activity carried out by the Committee in 2020, drawn up in accordance with Best Practice provision 2.3.5 of the
Code. The Remuneration and Nomination Committee also discussed the annual assessment carried out by
the members of the Committee pursuant to Best Practice provision 2.2.6 of the Code, confirming the Board
Profile. The Remuneration and Nomination Committee also examined and discussed the gates and objectives
of the Short-term incentives 2020, a benchmark analysis on the remuneration of Cementir staff, an analysis of
the CEO's paymix with respect to the market.
Further details of the activities of the Remuneration and Nomination Committee are included in the
Remuneration Report section included elsewhere in this report.
2021 Directors' Report Cementir Holding NV | 62
Sustainability Committee
In the context of the ever-growing commitment of the Company and the Group towards sustainability and the
fulfilment of demanding and challenging objectives, by resolution of 28 July 2021, the Board of Directors set
up the Sustainability Committee, determining its number, duration and composition.
The duties and the responsibilities of the Sustainability Committee are set out in the related charter (published
on the Company website) adopted by the Board of Director on 28 July 2021 pursuant to and for the purposes
of the provisions of Art. 3.3 of the Board Rules ("Ad hoc committees").
The Sustainability Committee is currently made up of: 1. Francesco Caltagirone (chairman), 2. Veronica De
Romanis, 3. Chiara Mancini.
According to the Sustainability Committee Charter, the majority of its members is represented by non-executive
and independent directors.
The Sustainability Committee prepares the decision-making process of the Board of Directors in formulating
and implementing a strategy in line with a view on long-term value creation for Cementir Holding NV and its
subsidiaries, regarding the development and promotion of a healthy, safe and secure environment for the
Company's stakeholders, as well as sustainable development and social responsibility, and prepares any
related decision-making at Board level.
The main task of the Sustainability Committee is to develop the Group's sustainability strategy.
Specifically, it:
(a) assists and advises the Board on its supervision of the Group's policies, programmes and related risks
concerning sustainability matters (including, but not limited to) sustainability matters related to public
issues relevant to the Group and its stakeholders that may affect the Group's business, strategy,
operations, performance or reputation;
(b) receives regular reporting from any subsidiaries’ Sustainability Committees and the Sustainability
Working Group, respectively, to collect any required information and to provide the Board with the
required insights and advise;
(c) provides regular reporting to the Board;
(d) acts under any authority delegated by the Board relating to global and local sustainability matters,
including with respect to setting out, monitoring, evaluating and reporting on policies and practices,
management standards, strategy, performance and governance;
(e) reviews and approves goals and guidelines for environmental, social and governance compliance,
aligned with the Group's commitments and legal requirements;
(f) reviews, discusses and proposes the Group's sustainability initiatives and engagement;
(g) assists in the Board supervision of risks relating to sustainability matters overseen by the Sustainability
Committee;
(h) review, assesses and makes recommendations:
(i) to the Board as to the Group's non-financial reporting and annual Sustainability Report;
(ii) to the Board and to other Group bodies such as subsidiaries’ Sustainability Committee and/or
Group Management Team regarding any sustainable development policy, including overall
strategy or specific guidelines, management standards, key performance indicators of the Group
relating to sustainability-related issues with the aim of ensuring that Group's policies and
procedures are in line with best practice;
(iii) to the Board and to other Group bodies such as the Nomination and Remuneration Committee
on sustainability-related targets for management incentives at Group, region and BU level;
(i) recommends to the Board health and safety targets for the Company and the Group;
(j) supports the development of a health and safety culture in the Company and the Group also through
its management;
2021 Directors' Report Cementir Holding NV | 63
(k) annually provides reports of its actions to the Board and makes recommendations to the Board and to
other Group bodies as it considers appropriate;
(l) reviews and assesses the adequacy of the Sustainability Charter and recommends to the Board any
improvements to the Charter that the Sustainability Committee considers necessary or appropriate;
(m) undertakes such other responsibilities or tasks within sustainability matters as the Board may delegate
or assign from time to time to the Sustainability Committee.
During 2021, the Sustainability Committee met informally to carry out the appropriate induction activities for
independent directors, organised by the Company with the participation of the management of the various
areas involved in sustainability issues.
REMUNERATION OF THE BOARD OF DIRECTORS
Details of the remuneration of the Board of Directors and its committees are set forth within the section
“Remuneration Report”.
GENERAL MEETING
The annual General Meeting shall be held each year no later than six months after the end of the financial
year of the Company. The purpose of the annual General Meeting is to discuss, inter alia, the annual report,
the adoption of the annual accounts, allocation of profits (including the proposal to distribute dividends), release
of members of the Board of Directors from liability for their management and supervision, and other proposals
brought up for discussion by the Board of Directors.
Convening of the General Meetings
General Meetings are convened by the Board.
Shareholders solely or jointly representing at least ten percent (10%) of the issued share capital may request
the Board in writing, setting out in detail the matters to be discussed, to convene a Cementir Holding General
Meeting. If the Board of Directors fails to call a meeting, then such shareholders may, at their request, be
authorised by the preliminary relief judge of the district court to convene a General Meeting of Cementir
Holding.
Cementir Holding General Meetings shall be held in Amsterdam or Haarlemmermeer (Schiphol Airport), the
Netherlands, and shall be called by the Board of Directors in such manner as is required to comply with the
law and the applicable stock exchange regulations, not later than on the forty-second day prior to the day of
the meeting. The notice convening a General Meeting is issued in accordance with Dutch law and by a
public announcement in electronic form which can be directly and continuously accessed until the General
Meeting.
An item requested in writing by one or more shareholders solely or jointly representing at least three percent
(3%) of the issued share capital, must be included in the notice of the General Meeting or announced in the
same manner, if the Company has received the request, including the reasons, no later than on the day
prescribed by law. The Board has the right not to place proposals from persons mentioned above on the
agenda if the Board judges them to be evidently not in the interest of the Company.
The notice shall state the place, date and hour of the meeting and the agenda of the meeting as well as the
other data required by law.
2021 Directors' Report Cementir Holding NV | 64
The agenda of the annual Cementir Holding General Meeting shall contain, inter alia, the following items:
(a) adoption of the annual accounts;
(b) the remuneration policy and the remuneration report;
(c) the policy of the Company on additions to reserves and on dividends, if any;
(d) granting of discharge to the Directors in respect of the performance of their duties in the relevant
financial year;
(e) the appointment of Directors;
(f) if applicable, the proposal to pay a dividend;
(g) if applicable, discussion of any substantial change in the corporate governance structure of the
Company; and
(h) any matters decided upon by the person(s) convening the meeting and any matters placed on the
agenda with due observance of applicable Dutch law.
In addition, the approval of the General Meeting is required for resolutions of the Board regarding an important
change in the identity or character of the Company or its associated business enterprise, including in any
event:
(a) the transfer of the business, or almost all of the business, to a third party;
(b) concluding or cancelling a long-lasting cooperation of the Company or a subsidiary with another
legal person or company or as a fully liable general partner in a partnership, provided that the
cooperation or cancellation is of material significance to the Company; and
(c) the acquisition or disposal of a participating interest in the share capital of a company with a value
of at least one third (1/3) of the Company’s assets, according to the consolidate balance sheet with
explanatory notes, always according to the last adopted annual accounts of the Company.
The Board of Directors shall provide the General Meeting all requested information, unless this would be
contrary to an overriding interest of the Company. If the Board of Directors invokes an overriding interest, it
must give reasons.
When convening a General Meeting, the Board of Directors shall determine that, for the purpose of Art. 8.4
of the Articles of Association, persons with the right to vote or attend meetings shall be considered those
persons who have these rights at the twenty-eighth day prior to the day of the meeting (the “Record Date”)
and are registered as such in a register to be designated by the Board of Directors for such purpose,
irrespective of whether they will have these rights at the date of the meeting. In addition to the Record Date,
the notice of the meeting shall further state how shareholders and other parties with meeting rights may be
registered and how those rights can be exercised.
Each shareholder can be represented by a written proxy, to take part in, address and, to the extent he/she
is entitled, to vote at the General Meeting using electronic means of communication, provided that such
person can be identified via the same electronic means and is able to directly observe the proceedings and,
to the extent he/she is entitled, to vote at the General Meeting. In that case, the proxy must have been
received by the Company no later than on the date determined by the Board in the notice.
Order of discussion and decision-making
The annual General Meeting is chaired by:
2021 Directors' Report Cementir Holding NV | 65
(a) the Chairman; or
(b) if the Chairman is absent, by the Senior Non-Executive Director; or
(c) if the Senior Non-Executive Director is absent, by one of the other Non-Executive Directors designated
for that purpose by the Board; or
(d) if none of the Non-Executive Directors are present at the annual General Meeting, such person
appointed by the General Meeting.
The chairman of the General Meeting determines the order of discussion in accordance with the agenda and
may limit speaking time or take other measures to ensure that the General Meeting proceeds in an orderly
manner.
All issues relating to the proceedings at or concerning the General Meeting are decided by the chairman of the
General Meeting. Minutes of the business transacted at the General Meeting must be kept by the secretary of
the General Meeting, unless a notarial record of the General Meeting is prepared. Minutes of a General
Meeting are adopted and subsequently signed by the chairman and the secretary of the General Meeting. A
written confirmation signed by the chairman of the General Meeting stating that the General Meeting has
adopted a resolution constitutes valid proof of that resolution towards third parties.
The General Meeting adopts resolutions by a simple majority of votes cast regardless of which part of the
issued share capital such votes represent, unless the law or the Articles of Association provide otherwise.
Each share confers the right to cast one vote at the General Meeting. No vote may be cast at the General
Meeting for a share held by the Company or one of its subsidiaries. Holders of a right of usufruct or a right of
pledge on shares belonging to the Company or its subsidiaries are not excluded from voting if the right of
usufruct or the right of pledge was created before the share concerned belonged to the Company or one of its
subsidiaries. The Company or a subsidiary may not cast a vote in respect of a share on which it holds a right
of usufruct or a right of pledge. The chairman of the General Meeting determines the method of voting. The
ruling by the chairman of the General Meeting on the outcome of a vote is decisive. The chairman of the
General Meeting shall decide in event of a tie. All disputes concerning voting for which neither the law nor the
Articles of Association provide a solution are decided by the chairman of the General Meeting.
The minutes of the General Meeting will be available on the Company website no later than three months after
the end of the meeting, after which the shareholders shall have the opportunity to react to the minutes in the
following three months. The minutes shall then be adopted in the manner as described in the Articles of
Association.
CULTURE, LONG-TERM VALUE CREATION AND CODE OF ETHICS
The Cementir Group's values that contribute to a culture aimed at creating long-term value, approved by the
Board of Directors, are described in the "Group Profile" paragraph, to which reference should be made. The
culture of the Cementir Group is based on five pillars: 1) sustainability; 2) dynamism; 3) value of people; 4)
quality; 5) diversity and inclusion. These values translate into a series of virtuous behaviours that foster the
professionalism and integrity, availability, respect and cooperation of people both within the Group and in
relation to the external context. The culture of the Cementir Group is a vision that has been translated into a
tangible model of skills and related behaviours to effectively respond to the expectations of the Cementir
Group's stakeholders and, in particular, to the needs of its customers in compliance with a spirit of common
identity: One Group Identity.
Cementir's long-term sustainability strategy has been developed through a bottom-up approach over recent
years. The functions concerned within the local structures, under the coordination of the Group's top
management, have translated individual concepts and notions into a unique and coherent way of thinking,
2021 Directors' Report Cementir Holding NV | 66
defining the Group's internal culture and identity, setting precise expectations, objectives and commitments,
along the lines provided for by the regulatory framework. Once consolidated, this core framework was then
formally reviewed, approved and validated by the Sustainability Committee set up within the group at the level
of the Board of the Danish subsidiary and, finally, transferred to the relevant entities for implementation through
structured programmes and specific actions with fixed deadlines. Its assumptions and implications, from basic
to more extensive, have been summarised in the Group 2021-23 Business Plan, approved by the Company’s
Board of Directors in February 2021, the Sustainability Report for the year 2020 and the Group Consolidated
Financial Statements , approved by the General Meeting in April 2021.
Also in 2021, the strategy drawn up by the Chief Executive Officer and submitted to the Board in its entirety
for approval in the context of the update of the 2021-2023 Business Plan, was inspired by the aim of long-term
value creation by the Company and the other companies in the group, with particular reference to the
"sustainability roadmap" detailed in the Sustainability Report - Non-Financial Statement that the company also
prepared for the 2021 financial year. Sustainability is clearly one of the main objectives that the Group has set
itself and which, by its very nature, implies a process to be carried out in the medium-long term in the interest
and for the benefit of the Company, Group, shareholders and stakeholders.
In addition, the same purpose underlies the remuneration policy, to which reference is made for further details.
The guidelines of the remuneration policy and the allocation of compensation to employees assign challenging
objectives with the main aim of creating value for shareholders - including minority shareholders - in the
medium to long term. Moreover, the specific situation of the Company, in which the Chief Executive Officer is
the representative of the majority, as well as a significant shareholder, naturally aligns the interests pursued
by the Executive Director with those of shareholders and stakeholders, which coincide in the pursuit of the
long-term strategy of value creation.
The Board of Directors is an active promoter of behaviour consistent with the Group's values, not only with the
approval of the 2022-2024 Business Plan, updated on 8 February 2022, which incorporates them, but also
having given the sustainability roadmap high priority in recent years.
In particular, Cementir Holding believes that long-term value is realised by focusing on the interests of a
large group of stakeholders, each with a distinct purpose, to support a long-term business. The Cementir
Group is mainly active in cement production, which is an energy and CO
2
-intensive process. A clear path to
long-term value creation is closely related to Cementir Holding's ability to implement an effective strategy to
reduce CO
2
emissions. Climate action is also at the heart of the European Green Deal and the EU taxonomy,
an ambitious European package of measures to reduce greenhouse gas emissions. Climate change is thus
reshaping the cement sector. This is why, in recent years, the Group has been actively pursuing a
programme inspired by the principles of the circular economy, which includes a series of initiatives focused
on reducing the environmental impact of activities and developing products with a lower CO
2
intensity.
Climate change is not the only issue that can impact, directly or indirectly, Cementir's ability to create long -
term value. Every year Cementir Holding carries out an analysis to identify issues relevant to the Group and
its stakeholders. The results of the analysis are reported in the Materiality Matrix (present in the Group
Sustainability Report). The management of the Group's main stakeholders varies in terms of how and how
often they are consulted and involved, depending on the type of topics, themes, interests and characteristics
of the Group's various territories. In view of the fact that the parent company is a holding company, some of
these stakeholders interact directly with the central structures, while others are only interested in the
activities of Group plants carried out locally and management of relations with these parties is delegated to
the regional level. Therefore, the frequency of stakeholder engagement and topics discussed with them vary
according to the stakeholder category and the countries in which the Group operates. Based on the analysis
carried out, the Group has set 25 Sustainability Goals to be achieved by 2030, which cover the priority areas
for Cementir. The objectives are linked to Cementir's effort to adopt all necessary measures and the most
innovative technology to minimise the impact of our activity on the environment; creating a healthy, safe and
inclusive work environment; respecting human rights and building a constructive and transparent
2021 Directors' Report Cementir Holding NV | 67
relationship with local communities and business partners. These objectives, set by individual plant and by
year, are included in the Business Plan and the short-term incentive system for employees. Cementir also
pursues the creation of long-term value through a Long Term Incentive Plan for its top management.
Cementir Group decided to adopt a Code of Ethics to conform and conduct its business activities following
principles of integrity, honesty and confidentiality and in accordance with laws and regulations of countries in
which operates. The Code of Ethics promotes the correct and efficient use of resources in the perspective of
corporate, social and environment responsibility, to reconcile the search for competitiveness in the Cementir
Group market with respect for rules on competition. The Group, in business dealings, is inspired by and
observes the principles of loyalty, fairness, transparency, efficiency and market orientation, regardless of the
importance of the deal.
All actions, transactions and negotiations carried out and, more generally, people’s behaviour in their daily
tasks, are inspired by the highest accuracy, completeness and transparency of information, legitimacy, both in
form and substance, and clarity and accuracy of accounting records in accordance with regulations and internal
procedures. To achieve this goal, the Cementir Group requires its employees to comply with the highest
standards of business conduct in the performance of their duties, as set in the Code of Ethics and the
procedures to which it refers. For these reasons, the Group:
- guarantees that employees who report any violations of the Code of Ethics will not be subject to any form of
retaliation;
- takes fair sanctions commensurate to the type of violation of the Code of Ethics, and guarantees its
application to all the categories of employees, keeping into account laws, contracts and regulations applicable
in the Country in which it operates;
- periodically checks compliance with the Code of Ethics.
The Code of Ethics, updated on 1 June 2020, with the principles and values defined in the Group Policy on
respect for Human Rights, is available on the Company's website pursuant to Best Practice provision 2.5.2 of
the Code.
ETHICS COMMITTEE
To monitor the constant compliance with the Code of Ethics by the employees of the Company and its
subsidiaries and the application of the regulations following the transfer of the registered office, on
5 October 2019, the Board of Directors resolved, among other things, to establish an Ethics Committee, formed
by the Group General Counsel and the Group Chief Internal Audit Officer, which also performs the functions
of the Supervisory Board pursuant to Legislative Decree 231/2001.
WHISTLEBLOWING MANAGEMENT PROCEDURE
On 13 November 2019, the Board of Directors approved the Whistleblowing Management Procedure in
compliance with Dutch law and subsequently updated it on 11 February 2021 with regard to the communication
channels for reporting. The procedure is available on the Company website pursuant to Best Practice provision
2.6.1 of the Code.
POLICY ON BILATERAL CONTACTS WITH SHAREHOLDERS
On 13 November 2019, the Board of Director adopted, in compliance with the Dutch Law, the Policy on bilateral
contacts with shareholders. The policy is available on the Company website pursuant to Best Practice provision
4.2.2 of the Code.
2021 Directors' Report Cementir Holding NV | 68
Relations with shareholders and financial analysts are handled with a high degree of accuracy and in
compliance with the policy, the Code and applicable regulations. By way of example, as was the case at the
annual General Meeting held in 2020, the Company, in view of the restrictions on attendance at the 2021
annual General Meeting resulting from the Covid-19 pandemic emergency situation, allowed shareholders to
submit questions in writing and provided detailed instructions in the notice of meeting. Moreover, after the
Board of Directors' meetings to approve the periodic financial results, the Company organises conference calls
to present these results to the financial community and informs the stakeholders by issuing a press release. It
has also included a special section on the Company website dedicated to investor relations where
presentations of financial results and press releases are published in accordance with the Best Practice
provisions of the Code.
Further examples of interaction with other stakeholders, such as customers, suppliers, staff, the local
community, public institutions and trade associations, are described in the 2021 Sustainability Report - Non-
Financial Statement. The various stakeholders are involved in periodically updating the materiality matrix,
which considers as relevant those issues that may have a direct or indirect impact on the Company's ability to
establish, maintain or adversely affect the Group's values.
INSIDE INFORMATION
Pursuant to the Market Abuse Regulation (EU Regulation no. 596/2014), Cementir Holding discloses to the
public, without delay, any information which: (i) is of a precise nature; (ii) has not been made public; (iii)
relates directly or indirectly to the Company or Company’s common shares; and (iv) if it were made public,
would be likely to have a significant effect on the prices of the Company’s common shares or on the price
of related derivative financial instruments (the “Inside Information”). In this regard:
“information shall be deemed to be of a precise nature” if: (a) it indicates a set of circumstances which exists
or which may reasonably be expected to come into existence, or an event which has occurred, or which may
reasonably be expected to occur and (b) it is specific enough to enable a conclusion to be drawn as to the
possible effect of that set of circumstances or event on the prices of the financial instruments or the related
derivative financial instrument. In this respect in the case of a protracted process that is intended to bring
about, or that results in particular circumstances or a particular event those future circumstances or that
future event, and also the intermediate steps of that process which are connected with bringing about or
resulting in those future circumstances or that future event, may be deemed to be precise information;
“information which, if it were made public, would be likely to have a significant effect on the prices of financial
instruments and derivative financial instruments” mean information a reasonable investor would be likely to
use as part of the basis of his or her investment decisions.
An intermediate step in a protracted process shall be deemed to be Inside Information if, by itself, it satisfies
the criteria of Inside Information as referred to above.
The above disclosure requirement shall be complied with through the publication of a press release by the
Company, in accordance with the modalities set forth under the MAR and Dutch and Italian law, disclosing
to the public the relevant Inside Information.
Cementir Holding may, on its own responsibility, delay disclosure to the public of Inside Information provided
that all of the following conditions are met: (a) immediate disclosure is likely to prejudice the legitimate
interests of Cementir Holding; (b) delay of disclosure is not likely to mislead the public; (c) Cementir Holding
is able to ensure the confidentiality of that information.
2021 Directors' Report Cementir Holding NV | 69
In the case of a protracted process that occurs in stages and that is intended to bring about, or that results
in, a particular circumstance or a particular event, Cementir Holding may on its own respons ibility delay the
public disclosure of Inside Information relating to this process, subject to points (a), (b) and (c) above.
Cementir Holding, as well as persons acting on its behalf or on its account, shall draw up and keep regularly
updated, a list of all persons who have access to Inside Information and who are working for them under a
contract of employment, or otherwise performing tasks through which they have access to Inside
Information, such as advisers, accountants or credit rating agencies (the “Insider List”).
Cementir Holding or any person acting on its behalf or on its account, shall take all reasonable steps to
ensure that any person on the Insider List acknowledges in writing the legal and regulatory duties entailed
and is aware of the sanctions applicable to insider dealing and unlawful disclosure of Inside Information.
CODE OF CONDUCT FOR INTERNAL DEALING
On 13 November 2019, the Board of Director updated the Code of Conduct for Internal Dealing (“Code of
Conduct”), adopted by the Company for the first time on 1
st
April 2006, in compliance to Dutch law. The Code
of Conduct ensures maximum transparency and consistency of information provided to the market, with regard
to reporting obligations and limitations relating to the purchase, sale, subscription and exchange of shares in
Cementir Holding carried out by Managers (Directors of the Company and senior executives who are not
Directors of the Board with regular access to inside information relating directly or indirectly to the Company
and power to take managerial decisions affecting the future developments and business prospects of the
Company) and Persons closely associated with them.
In accordance with European regulations, the Code of Conduct provides for a blackout period on the trading
of Company shares during the 30 calendar days prior to the Company’s disclosure to the market of the data
contained in the annual financial statements, in the half-yearly financial statements, in the interim management
reports (or other comparable accounting statements or reports for the period) that the Company is bound to,
or has decided to, publish.
DISCLOSURES PURSUANT TO DECREE IMPLEMENTING ART. 10 OF EU DIRECTIVE ON
TAKEOVERS
In accordance with the Dutch Besluit artikel 10 overnamerichtlijn (the “Decree”), the Company discloses the
following:
(a) Information on the structure of the capital of the Company and the composition of the issued share
capital formed entirely by common shares, are detailed in the table here below.
Share capital structure
No. shares
Percentage of
share capital
Listed
Common shares
159,120,000
100%
Borsa Italiana - Euronext STAR Milan
Segment
The authorised share capital of the Company amounts to five hundred million euro (EUR 500,000,000)
and is divided into five hundred million (500,000,000) shares, each with a nominal value of one euro
(EUR 1).
The issued share capital of the Company at 31 December 2021, subscribed and paid up, amounts to
EUR 159,120,000 subdivided into 159,120,000 nominal shares of a nominal value of EUR 1.00 each.
2021 Directors' Report Cementir Holding NV | 70
Information on the rights attaching to the ordinary shares is in the Company’s Articles of Association,
available on the Company’s website. In particular, rights attaching to ordinary shares of Cementir
Holding include (i) preemptive rights upon issue of common shares; (ii) right, either in person or by
proxy authorised in writing, to attend and address the General Meeting; (iii) voting rights and the
entitlement to distributions of dividends to the extent that the Company’s shareholders’ equity exceeds
the sum of the paid-up and called-up part of the capital and the reserves which must be maintained by
law or the Articles of Association.
(b) No restrictions apply to transfer of common shares.
(c) Information on direct and indirect shareholdings in the Company’s capital in respect of which
notification requirements apply, pursuant to Sections 5:34, 5:35 and 5:43 of the Dutch Financial
Supervision Act (Wet op het financieel Toezicht, hereinafter “WFT”) is in section General Information
of the notes to the consolidated financial statement, including the shareholders who hold 3% or more
of the issued common shares on the basis of information published on the AFM (Stichting Autoriteit
Financiële Markten) website and other information at the disposal of the Company.
(d) No special control rights or other rights accrue to shares in the capital of the Company.
(e) No employee shareholding scheme has been established as under Art. 1 sub 1(e) of the Decree, so
there is no specific procedure for the exercise of voting rights by employees.
(f) No restrictions apply to voting rights attaching to common shares in the capital of the Company, nor
deadlines for exercising voting rights. The Company is not aware of any depository receipts issued
for shares in its capital.
(g) The Company is not aware of any agreements with any shareholder which may result in restrictions
on the transfer of shares or limitation of voting rights.
(h) The rules governing the appointment and replacement of members of the Board of Directors are
stated in Art. 7.2 of the Articles of Association and described in letter a) “Composition and nomination
of the Board of Directors” above. According to Art. 11 of the Articles of Association a resolution to
amend the Articles of Association may only be adopted by the General Meeting at the proposal of
the Board. If a proposal to amend the Articles of Association is to be submitted to the General
Meeting, it shall be so stated in the notice convening the meeting, and a copy of the proposal
containing the text of the proposed amendment shall be held available at the Company’s office for
inspection by every shareholder and other persons with meeting rights, from the date of the notice
convening the General Meeting until the conclusion of such meeting.
(i) The powers of Board members are detailed in the Articles of Association and in the Board Rules,
both available on the Company’s website. With particular reference to the power to issue shares,
shares are issued pursuant to a Board resolution if the Board has been authorised to do so by a
resolution of the General Meeting for a specific period with due observance of applicable statutory
provisions. If and insofar as the Board is not authorised as previously referred to, the General
Meeting may resolve to issue shares at the proposal of the Board.
(j) The Board may be authorised by the General Meeting to repurchase shares against payment. The
General Meeting of 2 July 2020 resolved to authorise the Board of Directors to implement a buy-
back programme (the “Programme”), financed with available liquidity, with the following
characteristics:
(i) duration of 18 months starting from 2 July 2020, until 1 January 2022;
(ii) maximum aggregate expenditure of EUR 60,000,000;
(iii) purchase price per share not lower than the par value and not higher than 10% of the reference
price - including incidental acquisition costs - recorded in the stock market session of the day
preceding the completion of each individual transaction.
2021 Directors' Report Cementir Holding NV | 71
The same General Meeting also resolved to grant the Board of Directors, in accordance with Dutch
law, all consequent powers relating to any treasury shares purchased or held in execution of the
Programme. The Board of Directors, in implementation of the General Meeting resolution of
2 July 2020, as communicated to the market on 12 October 2020, gave a mandate to Banca Finnat
Euramerica S.p.A. to execute the buy-back purchase programme on behalf of the Company, specifying
the purpose, minimum and maximum consideration, volumes and methods of execution. The
Programme ended on 12 October 2021.
(k) The Company is not a party to any significant agreements which will take effect, will be altered or will
be terminated upon a change of control of the Company following a public offer within the meaning of
Section 5:70 of the WFT, except for a finance agreement signed in 2021 with a pool of banks. Pursuant
to this agreement the Company is required to make early repayments if there is a change of the
controlling shareholder. The Company’s subsidiaries have in place loan contracts that include standard
clauses of change of control that are consistent with the commercial practice.
(l) The Company did not enter into any agreement with a member of the Board or an employee providing
for a compensation if they resign or are made redundant without a valid reason or if they resign, are
made redundant or if their employment ceases as a result of a public offer within the meaning of Art.
5:70 of the WFT.
COMPLIANCE WITH THE DUTCH CORPORATE GOVERNANCE CODE
Companies with statutory seat in the Netherlands whose shares are listed on a regulated stock exchange
or comparable system are required pursuant to the Code to disclose in their annual report to what extent
they apply the Principles and Provisions of Best Practice of the Code and, if they do not apply certain Best
Practice provisions, to explain the reasons why they have chosen to deviate.
The Company has a governance structure made up of a one-tier Board (the Board of Directors). Pursuant
to section 5 of the Code and the related Explanatory Notes, the principles that pertain to the members of
the supervisory board are applicable to Non-Executive Directors and the principles that pertain to the
members of the management board are applicable to the Executive Director. In addition, the duties and
responsibilities set out in section 1 up to including 4 of the Code to the extent they refer to the chairman of
a supervisory board, fall in a company with a one-tier board structure, such as Cementir Holding, within the
remit of the Non-Executive Directors. As for Cementir Holding, a Senior Non-Executive Director is appointed
from among the Non-Executive Directors, who serves as chairman of meetings pursuant to Dutch law (Art.
2:129a of the Dutch Civil Code) and in accordance with Best Practice provision 2.1.9. of the Code, separately
from the position of the Chairman and Chief Executive Officer, being the (sole) Executive Director of the
Company.
As per the date of approval of the annual financial statements for 2021, Cementir Holding complies with the
principles and Best Practice provisions of the Code, subject to the following observations and explanations
in respect of each of the Best Practice provisions set out hereunder.
Best Practice Provision 2.1.7.
There are three (3) independent Non-Executive Directors out of a total of eight (8) Non-Executive Directors
in office until the approval of the financial statements for the 2022 financial year. Accordingly, they are less
than half of the total number of Non-Executive Directors. The other five (5) Non-Executive Directors are
related to a shareholder holding ten percent or more of the issued share capital of the Company. In the view
of Cementir Holding such board composition is appropriate, as it is consistent with the historical composition
of the Board and as it reflects the ownership structure of Cementir Holding, with a shareholder owning a
2021 Directors' Report Cementir Holding NV | 72
substantial majority of the issued share capital. In this regard, it should furthermore be pointed out that in
Cementir Holding's country of origin, where it has a secondary and operational office (Italy), it is customary
for a shareholder with a majority participation to also have a majority representation on the board.
Best Practice Provision 2.2.2.
Most of the Non-Executive Directors who were re-elected for a further three year term at the General Meeting
of the Company on 20 April 2020 had at that time been in office for more than eight years, while some had at
that time been in office for more than twelve years. Cementir Holding believes that renewal beyond the eight-
year term set out in this Best Practice provision is appropriate, taking into consideration that, in light of the
ownership structure characterising the Company, certain board members are of crucial importance and
indispensable for the continuity of the Company and its business. In addition, it may be noted that the
provisions of the Code only have become applicable to Cementir Holding as of 5 October 2019.
Best Practice Provision 2.2.4.
In view of the specific nature of the Company's ownership structure, with a shareholder holding a majority
stake and with one Executive Director, the Board of Directors does not consider necessary to ensure that the
Company disposes of a specific plan for the succession of Executive Directors. In this regard, it should be
noted that any vacancy in the seat of an Executive Director and any inability to act is governed by the Articles
of Association. In this regard, Art. 7.2.8 of the Articles of Association states that the remaining Executive
Directors shall be temporarily entrusted with the executive management of the Company, notwithstanding the
power of the Board to provide for a temporary replacement. If the seats of all Executive Directors are vacant
or upon the inability of all Executive Directors or the sole Executive Director to act, as the case may be, the
executive management of the Company shall temporarily be entrusted to the Non-Executive Directors,
notwithstanding the power of the Board to provide for one or more temporary replacements. In 2018, the
Company also outlined a “Contingency Plan” that identifies actions to be taken in case it should be necessary
to replace the Executive Director. In particular, in case of resignation or early termination of the Chief Executive
Officer from office, the duties and responsibilities of the Chief Executive Officer are provisionally assigned to
the Vice- Chairman until a new Chief Executive Officer is appointed and in charge, unless the Board of
Directors decides otherwise.
Best Practice Provision 3.4.2.
The main elements of the contract with the Executive Director were published on the Company's website in
the context of the remuneration report.
Best Practice Provision 4.1.8 and 4.1.9.
In view of the health situation caused by the Covid-19 pandemic and the travel restrictions resulting therefrom,
the Non-Executive Directors refrained from attending the General Meeting of 21 April 2021. The Executive
Director participated via remote video conference. The independent auditor also participated via remote video
conference in the General Meeting of 21 April 2021.
2021 Directors' Report Cementir Holding NV | 73
CONTROL AND RESPONSIBILITY STATEMENT
In accordance with best practice 1.4.3 of the Code of December 2016 it is confirmed that:
• This report provides sufficient insights into any failings in the effectiveness of the internal risk management
and control systems as set out in the Internal Control and Risk Management System section of this report,
where no major failings were identified in the 2021 financial year;
• The internal risk management and control systems provide reasonable assurance that the 2021 financial
reporting does not contain any material inaccuracies. The Internal Control and Risk Management System
section of this annual report provides further details;
• Based on the current state of affairs, it is justified that the financial reporting is prepared on a going concern
basis. Compliance with the Code is evident in factors such as the Group’s strong cash position, the available
credit facilities, the Group’s risk management, and the Group’s ability to meet its obligations without substantial
restructuring or selling of its assets. For more detailed information, please refer to the Group Performance
section of this annual report together with The Internal Control and Risk Management System as set out in the
notes to the Consolidated Financial Statements section of this annual report;
• Management has assessed the going concern assumption in relation to COVID-19. Based on the latest
available information, management concluded that there is no material uncertainty regarding the Group’s going
concern as a consequence of COVID-19;
• This report states those material risks and uncertainties that are relevant to the expectation of the Company’s
continuity for the period of 12 months after the preparation of the report. The Internal Control and Risk
Management System section of this annual report together with the Group Performance section provide a clear
substantiation of the abovementioned statement.
CORPORATE GOVERNANCE STATEMENT
The Corporate Governance Statement, provided for under the Dutch Vaststellingsbesluit nadere voorschriften
inhoud bestuursverslag, can be found on the company’s website www.cementirholding.com.
REPORT OF THE NON-EXECUTIVE DIRECTORS
INTRODUCTION
This report has been drafted in compliance with the Best Practice provision 5.1.5 of the Code: “The Non-
Executive Directors render account of the supervision exercised in the past financial year. They should, as a
minimum, report on the items referred to in best practice provisions 1.1.3, 2.1.2, 2.1.10, 2.2.8, 2.3.5 and 2.4.4
and, if applicable, the items referred to in best practice provisions 1.3.6 and 2.2.2”.
SUPERVISION BY THE NON-EXECUTIVE DIRECTORS
In compliance with the Articles of Association, the Board of Directors, following the appointment of the General
Meeting on 20 April 2020 and until the approval of the financial statements as of 31 December 2022, is currently
made up of an Executive Director (Francesco Caltagirone, CEO) and eight Non-Executive Directors (Alessandro
Caltagirone, Azzurra Caltagirone, Edoardo Caltagirone, Saverio Caltagirone, Fabio Corsico, Veronica De
Romanis, Paolo Di Benedetto and Chiara Mancini).
The Non-Executive Directors of the Company are responsible for the supervision of the Executive Director’s
conduct and performance of duties, the Company’s general affairs and its business, developing a general
2021 Directors' Report Cementir Holding NV | 74
strategy, including the strategy for realising long-term value creation and taking into account risks connected to
the Cementir Group’s business activities.
Non-Executive Directors supervise at least the following key elements:
(a) developing a general strategy, including the strategy for realising long-term value creation, and taking
into account risks connected to the Cementir Group’s business activities;
(b) ensuring compliance with all relevant laws and regulations, the Articles of Association and good
corporate governance practice;
(c) satisfying the integrity of financial information and ensuring the appropriateness of financial controls and
risk management systems; and
(d) reviewing the performance of the Board as a whole, each Director individually, and the committees of
the Board.
Cementir Holding has a one-tier board structure, consequently the Non-Executive Directors exercise their duties
during the meetings of the Board of Directors and, limited to its members, of the Board Committees.
During 2021, supervision of the Non-Executive Directors was carried out, inter alia, while performing the
following activities:
• risk assessment review during the Audit Committee meeting. Every year, Cementir Holding
updates the risk assessment model for Group companies, in accordance with the Enterprise Risk
Management framework based on the CoSO framework (Committee of Sponsoring Organizations
of the Treadway Commission, Enterprise Risk Management). The Integrated Risk Management
process is based on a top-down and risk-based approach, starting from the definition of Cementir
Holding's Business Plan related to different issues: sustainability, climate change, environment,
compliance, operational, financial, strategic planning, health and safety and reputational risks. With
this process, risks are identified, assessed, managed and monitored taking into account the
operations, risk profiles and risk management system of each business unit, to achieve an
integrated risk management process. The main risks were submitted to the Non-Executive
Directors who make up the Audit Committee at their meeting on 9 November 2021. In this way, the
Non-Executive Directors supervised the organisational process of identifying, assessing and
managing risks and opportunities;
• approval first by the Audit Committee and, subsequently, by the Board of Directors of the 2020
Sustainability Report – Non-Financial Statement where long-term objectives are established to
create long-term value.
• exam by the Nomination and Remuneration Committee of the Remuneration Report and the
Remuneration Policy and subsequent proposal to the Board of Directors which discussed and
approved these documents and resolved to submit them for approval at the General Meeting.
Non-Executive-Directors scheduled the yearly meeting recommended by Best Practice provisions of the Code,
on 9 March 2022.
More details regarding the role, the composition and the activities carried out by the Non-Executive Directors,
including the “Personal Information” pursuant to Best Practice provision 2.1.2 of the Code, are set forth in the
paragraph "Board of Directors" of the "Corporate Governance" section above.
2021 Directors' Report Cementir Holding NV | 75
INDEPENDENCE OF NON-EXECUTIVE DIRECTORS
Pursuant to Best Practice provision 2.1.10 of the Code, the Report of the Non-Executive Directors, should
state if the independence requirements referred to in Best Practice provisions 2.1.7 to 2.1.9 inclusive have
been fulfilled and, if applicable, should also state which Non-Executive Director(s), if any, is not considered to
be independent.
Until the approval of the financial statements for the 2022 financial year, the independent Non-Executive
Directors in office are Veronica De Romanis, Chiara Mancini and Paolo Di Benedetto, while the non-
independent Non-Executive Directors are Alessandro Caltagirone, Azzurra Caltagirone, Saverio Caltagirone,
Edoardo Caltagirone and Fabio Corsico. Therefore, there are three (3) independent Non-Executive Directors
out of a total of eight (8) Non-Executive Directors and thus they are less than half of the total number of Non-
Executive Directors. The other five (5) Non-Executive Directors are related to a shareholder holding ten percent
or more of the issued share capital of the Company. In the view of Cementir Holding such board composition
is appropriate, as it is consistent with the historical composition of the Board and as it reflects the ownership
structure of Cementir Holding, with a shareholder owning a substantial majority of the issued share capital. In
this regard, it should furthermore be pointed out that in Cementir Holding's country of origin, where it has a
secondary and operational office (Italy), it is customary for a shareholder with a majority participation to also
have a substantial representation on the board.
In compliance with the Best Practice provision 2.1.9 of the Code, the Board of Directors on 24 April 2020
appointed Paolo Di Benedetto as Senior Non-Executive Director, who serves as chairman of meetings pursuant
to Dutch law and in accordance with the Company’s Articles of Association and Art. 2.3.7 of the Board Rules.
Finally, with reference to Best Practice provision 2.2.2 of the Code, most of the Non-Executive Directors who
were re-elected for a further three year term at the General Meeting of the Company on 20 April 2020 had at
that time already been in office for more than eight years, while some had at that time in office for more than
twelve years. Cementir Holding believes that renewal beyond the eight-year term set out in this Best Practice
provision is appropriate, taking into consideration that, in light of the ownership structure characterising the
Company, certain board members are of crucial importance and indispensable for the continuity of the
Company and its business. In addition, it may be noted that the provisions of the Code only have become
applicable to Cementir Holding as of 5 October 2019.
With said clarifications, the independence requirements set forth in Best Practice provision 2.1.10 of the Code
are otherwise met.
ASSESSMENT BY THE NON-EXECUTIVE DIRECTORS
Pursuant to Best Practice provision 2.2.8 of the Code, the Non-Executive Directors of Cementir Holding carried
out, for the financial year 2021, an assessment on the size, composition and functioning of the members of
the Board, the Board itself and its Committees, indicating: (i) how the assessment of the Non-Executive
Directors, as a whole and individually, and of the committees was carried out; (ii) how the assessment of the
Executive Director was carried out; (iii) summary considerations and suggestions on possible improvements
in the functioning of the Board.
The assessment is carried out yearly by the Directors filling in questionnaires regarding the size, composition
and functioning of the Board, its members and committees and, upon their request, through a personal
interview. The Company’s Corporate Affairs Department deals with the collection and management of
confidential feedback. The assessment takes into account the replies of the Non-Executive Directors who
expressed their views completing the aforementioned questionnaires.
2021 Directors' Report Cementir Holding NV | 76
The Non-Executive Directors expressed unanimous satisfaction with the functioning of the Board of Directors.
A high degree of awareness emerged in relation to sustainability issues, in line with the strategic lines and
objectives pursued by the Company, and there was considerable focus on training and information activities
of various kinds. The Board's areas of excellence include: business analysis and strategies, management
control as well as finance and financial management, strategy, the diversity of experience and background of
the Board members who contribute with different points of view on the topics discussed. Some of the Non-
Executive Directors also highlighted, among the areas for improvement, focus on strategic issues (transition
and related risks), sustainability issues, future scenarios, some of them proposing the expansion of the mix of
skills and experience within the Board of Directors in the areas of sustainability and social responsibility,
regulation and communication.
The managerial structures of Cementir Holding were considered essentially adequate and effective for
achieving the objectives set by the Company.
The role of the Executive Director was particularly appreciated in relation to the operational management of
the Company, defining the objectives of the Cementir Group and managing the corporate performance, within
the scope of the responsibility for creating profit and analysing and proposing strategic opportunities that
contribute to the growth of the Group. The Non-Executive Directors agree that the Executive Director has
ensured compliance with applicable laws and regulations, the Articles of Association and good practices
regarding corporate governance and has also implemented the decisions of the Board of Directors, determined
the objectives of the Board of Directors and prepared the annual financial documentation in accordance with
applicable legislation. Furthermore, almost all Non-Executive Directors believed that the powers attributed to
the Executive Director allow the Board of Directors to adequately exercise the duties of direction and control
over management and corporate risks. The vast majority of Non-Executive Directors also deems that the
current structure of powers of the Executive Director as defined in the Board Rules is appropriate.
In relation to the Audit Committee, the Non-Executive Directors appreciated and were in agreement with the
contribution of this Committee and deemed its composition to be essentially adequate. The Non-Executive
Directors considered that the Audit Committee periodically gives the Board of Directors an accurate, effective
and substantial picture of the control activities to be carried out, with an indication of the priorities. The Non-
Executive Directors also believed that the Committee timely provides the Board of Directors with the necessary
documentation and information and that the activities carried out were clearly and effectively illustrated to the
Board of Directors and the related recommendations were adequately discussed, having an impact on the
decisions of the Board itself. One of the Board members suggested stepping up the interim meetings of the
Audit Committee.
The members of the Audit Committee then deemed the number and average duration of the meetings held in
2021 to be adequate; they also considered that the risk assessment and monitoring of the main risks by the
Company were carried out in a satisfactory manner and that the organisational structure with regard to risk
governance is adequate and satisfactory. The Audit Committee, as a whole, has the technical skills and
experience necessary for the credible and effective performance of its functions. While agreeing with the above,
one of the members of the Audit Committee would like to strengthen the accounting and financial expertise.
The attendance of the Directors to the Audit Committee was altogether satisfactory (more details are given in
Table B - “Attendance” of the “Corporate Governance” section, paragraph “Role of the Board of Directors”).
More information regarding the role, the composition and the activities carried out by the Audit Committee, are
set forth in the “Corporate Governance” section, paragraph "Board Committees".
In relation to the Remuneration and Nomination Committee, the Non-Executive Directors appreciated and were
in agreement with the contribution of this Committee and deemed its composition to be essentially adequate.
2021 Directors' Report Cementir Holding NV | 77
The Non-Executive Directors considered effective and substantial the contribution made to the Board on the
remuneration of the Chief Executive Officer and on the remuneration systems in place.
The Non-Executive Directors also found that this Committee makes effective and substantive contributions
to the Board regarding any need for the appointment of directors, profiles considered and
assessment/motivation of proposed solutions.
The Non-Executive Directors also then held that the Committee timely provides the Board of Directors with
the necessary documentation and information and that the activities carried out were clearly and effectively
illustrated to the Board of Directors and the related recommendations were adequately discussed, having an
impact on the decisions of the Board itself.
The members of the Remuneration and Nomination Committee deemed the number and average duration of
the meetings held in 2021 to be adequate. The Remuneration and Nomination Committee, as a whole,
essentially has the skills and experience necessary for the credible and effective performance of its functions.
The members actively participated in the meetings (more details are given in Table B - “Attendance” of the
“Corporate Governance” section, paragraph “Role of the Board of Directors”).
More information regarding the role, the composition and the activities carried out by the Remuneration and
Nomination Committee, are set forth in the “Corporate Governance” section, paragraph " Board Committees".
The Non-Executive Directors will take into account said positive conclusions of the assessment in the selection
process to be undertaken on the occasion of the next renewal of the Board of Directors and confirms, also for
these purposes, the current Profile, available on the Company’s website.
COMMITTEE REPORTS
Pursuant to Best Practice provision 2.3.5 of the Code, the Non-Executive Directors received the reports of
each Committee.
On 24 April 2020, the Board of Directors established the Audit Committee and combined the roles of the
remuneration committee and the selection and appointment committee in one committee, establishing the
Remuneration and Nomination Committee.
The duties and the responsibilities of these Committees are set out in the related charters (published on the
Company website) adopted by the Board of Director on 24 April 2020, pursuant to Art. 7.1.4 of the Articles of
Association.
The Audit Committee is currently made up of 3 Non-Executive Directors, all independent: Veronica De
Romanis (chairwoman), Paolo Di Benedetto and Chiara Mancini.
The Remuneration and Nomination Committee is currently made up of 3 Non-Executive Directors, all
independent: Chiara Mancini (chairwoman), Veronica De Romanis and Paolo Di Benedetto.
Further information relating to the number of meetings, the performance of the tasks assigned and the main
topics discussed in the meetings of the Committees, are contained in the "Corporate Governance" section in
the paragraphs "Audit Committee" and "Remuneration and Nomination Committee".
The participation of Non-Executive Directors in the meetings of their respective Committees to which they
belong, also for the purposes of the disclosure established in Best Practice provision 2.4.4, is detailed in the
“Corporate Governance” section, Table B of the paragraph “Role of the Board of Directors”.
The Sustainability Committee, set up on 28 July 2021, did not carry out operational activities, having met
informally during the year to hold some induction sessions for the independent directors.
2021 Directors' Report Cementir Holding NV | 78
OTHER INFORMATION
ALTERNATIVE PERFORMANCE INDICATORS
The Cementir Group used some alternative performance indicators to enable a better assessment of the
performance of economic management and the capital and financial situation. In line with that established in
the ESMA/2015/1415 guidelines, the meaning and contents of those indicators are noted below.
• EBITDA: is an indicator of operating performance calculated by adding together “EBIT” and “Amortisation,
depreciation, impairment losses and provisions”;
• Net financial debt: is an indicator of financial structure calculated according to Consob Communication
No. 6064293/2006, as the sum of the items:
- Current financial assets;
- Cash and cash equivalents;
- Current and non-current financial liabilities.
• Net capital employed: is calculated as the total amount of non-financial assets, net of non-financial
liabilities.
NON-FINANCIAL STATEMENT
In recent years Cementir has implemented a programme inspired by circular economy principles, which envisages a
series of initiatives focused on reducing the environmental impact of production processes and developing products
with reduced CO₂ emissions.
Since 2019, Cementir has decided to take more decisive action to combat climate change by defining a Roadmap for
the next 10 years that will maximise the positive effects of existing technologies and lay the groundwork for potential
innovations that could lead to the production of ‘net zero emissions’ cement.
In July 2021, the Science Based Targets Initiative (SBTi) certified that the Group's emission reduction targets are
consistent with the scenario of limiting global temperature increase to well below 2°C compared to pre-industrial levels.
Cementir's target is to achieve emission levels below 500 kg of CO₂ per tonne of grey cement produced (which means
a 30% reduction in CO
2
emissions per tonne of cement by 2030, compared to 1990). For white cement, which is a
special product with niche applications and markets (0.5% of world cement production), the target is an emission levels
below 800 kg of CO₂ per tonne of white cement produced (equivalent to a 35% reduction, compared to 1990). With
this reduction, emissions will be below the EU ETS benchmark for white cement of 928 kg CO
2
per tonne of cement
(calculated by multiplying the EU ETS benchmark for clinker, 957 kg CO
2
/t clinker, by the clinker factor of 0.97).
In the 10 year Roadmap, the Group planned the main investment needed until 2030, out of which 97 million declared
in the Industrial Plan 2022-2024, approved by the Cementir Board of Director in February 2022
As part of its climate commitments, the Group has defined its policy on water management. Maximising its
reuse/recycling, minimising withdrawals and consumption and applying efficient operating practices are areas
of focus, starting with those geographical areas with the greatest water scarcity. The Group has set targets for
improvement in the specific consumption of water for cement production, with an overall reduction of 20% by
2030. In the most water-stressed areas the improvement target is 25%.
2021 Directors' Report Cementir Holding NV | 79
At the end of 2021, Cementir received an "A-" climate change rating from CDP
1
, improving on the previous
year's "B" rating and placing the Group above the cement and ready-mixed concrete industry average (B), the
European average (B) and the global average (B-). In addition, Cementir obtained a “B” rating for the first time
for the management of water resources ("Water Security"), in line with the sector and the European average
(B).
For the reporting period 2021, the European Taxonomy introduced by the EU Regulation 2020/852 and in force as of
January 1
st
2022, requires non-financial undertakings, as Cementir Group, to disclose the proportion of Taxonomy-
eligible and Taxonomy non-eligible economic activities in terms of turnover, capital expenditure (CapEx) and operating
expenditures (OpEx).
Due to its newness and complexity, for the first year of application, the European Commission opted for a simplified
disclosure, requiring non-financial undertakings to publish only the share of eligible and non-eligible economic activities
in terms of turnover, capital expenditure and operating expenditure. An economic activity is considered eligible if it is
included in the delegated acts integrating the Regulation.
The Cementir Group operates in the production and distribution of grey and white cement, ready-mixed concrete,
aggregates, and concrete products and in the processing of urban and industrial waste. The economic activities above-
mentioned have been examined and reconciled with the descriptions included in the annexes (Annexes I and II) of the
Taxonomy irrespective of whether they meet any or all the technical screening criteria laid down in the Climate
delegated acts of Taxonomy.
As a result of this reconciliation, only the production and distribution of grey cement and processing of urban and
industrial waste meet the descriptions of the Climate Delegated Act. This choice was made considering the technical
screening criteria that the Group will have to be compliant to for the next reporting years, that specify “cement
production” refers to the production of grey cement only.
It should be emphasized that the activities that have not emerged from this analysis as Taxonomy eligible are simply
not contemplated among the macro-areas subject to analysis at this stage by the EU Taxonomy and do not constitute
any misalignment with the directives from the EU Commission.
Based on the considerations above-mentioned, in the next table, the 2021 proportion of Taxonomy-eligible and
Taxonomy-non-eligible economic activities in total turnover, CapEx and OpEx are presented.
Proportion of Taxonomy-eligible and Taxonomy-non-eligible economic activities in total turnover, CapEx and
OpEx
Year 2021
Total EUR
Proportion of Taxonomy
eligible economic
activities (%)
Proportion of Taxonomy
non-eligible economic
activities (%)
Turnover
1.359.976.185,00 €
29,19%
70,81%
Operating expenditure
(OpEx)
169.134.940,19 €
37,21%
62,79%
Capital expenditure (CapEx)
99.151.307,00 €
36,71%
63,29%
Concerning OpEx, as indicated by EU Taxonomy, the analysis is limited to the following costs: non-capitalized costs
related to research and development, repair & maintenance costs, personnel costs linked with maintenance, industrial
cleaning costs, building renovation measures and short-term leases.
For more details, please see the specific document in the Non-Financial Statement.
This document is published on the Company’s website www.cementirholding.com, at the same time as the 2021
Annual Report, of which it is an integral part.
1 CDP is a non-profit organization widely recognized as the gold standard of corporate environmental transparency, that encourages
companies and governments to reduce their greenhouse gas emissions and to safeguard water resources and protect forests
2021 Directors' Report Cementir Holding NV | 80
ORGANISATION AND CONTROL MODEL PURSUANT TO LEGISLATIVE DECREE 231/2001
On 8 May 2008, the Board of Directors of Cementir Holding approved a new organisational, management and
control model based on a careful analysis of the risk of corporate offences in connection with Group operations.
The model complies with guidance provided by Legislative Decree No. 231/2001, Italian best practice and
Confindustria recommendations.
The Company also adopted a Code of Conduct endorsing the business principles that all company officers and
employees, and anyone working with the company in any capacity, are required to comply with, in pursuing
company business.
Furthermore, the Company appointed the Supervisory Body pursuant to Legislative Decree 231/2001 to carry
out the task of updating and supervising the implementation of the Model adopted by the Company, with the
support of the Internal Audit function for specific initiatives.
The Model has been periodically updated since 2008 to reflect organisational changes, as well as regulatory
updates (new offences added) to Legislative Decree 231.
On 28 June 2019, the Extraordinary Shareholders’ Meeting of the Company decided to transfer its registered
office from Rome to Amsterdam, adopting the legal form of a Dutch Naamloze Vennootschap and changing its
name to Cementir Holding N.V. On 5 October 2019, when all the conditions had been met, the Dutch notarial
deed necessary to transfer the Company’s registered office was signed, effective as of the same date.
As a result of this transfer, from 5 October 2019 the Italian regulations under Legislative Decree 231/2001 no
longer applied to the Company. At the same time, as a result of the transfer, the Supervisory Body set up in
accordance with this law also ceased to exist.
Regardless, the Company continues to apply (i) its Code of Ethics (although this should not be understood as
making Cementir Holding or the Group subject to the previously applicable regulations), and (ii) the Model,
given the Company’s operations take place in Italy, where Cementir Holding has established a secondary and
operational headquarters.
On 13 November 2019, the Company’s Board of Directors also appointed an Ethics Committee, made up of the
Group General Counsel and the Company’s Chief Internal Audit Officer, granting this committee powers
equivalent to those of the Supervisory Body.
RELATED-PARTY TRANSACTIONS
With regard to related-party transactions, as defined by IAS 24, the Group did not conduct any atypical and/or
unusual transactions. All business and financial dealings with related parties were conducted on terms
equivalent to those that prevail in arm’s length transactions.
The Group did not conduct any significant or material transactions concerning related-party transactions. Note
34 to the consolidated financial statements and note 31 to the separate financial statements provide an
analysis of transactions with related parties.
2021 Directors' Report Cementir Holding NV | 81
TREASURY SHARES
On 12 October, the share buyback programme (the “Programme”), set up in implementation of the
shareholders’ resolution of 2 July 2020, came to an end, as indicated in the announcement to the market of
13 October 2021, to which reference should be made for details.
Under the Programme, between 15 October 2020 and 12 October 2021 (inclusive), 3,600,000 own shares,
equal to 2.2624% of the share capital, were purchased on the Mercato Telematico Azionario, organised and
managed by Borsa Italiana S.p.A., at a weighted average price of EUR 8.1432 per share for a total
disbursement of EUR 29,315 thousand (at 31 December 2020, the Company held 694,500 treasury shares,
equal to 0.4365% of the share capital, for a value of EUR 4,543 thousand).
MANAGEMENT AND COORDINATION
Cementir Holding NV sets its general and operational strategies independently. In particular, the Board of Directors
of Cementir Holding NV has sole responsibility for reviewing and approving strategic, commercial and financial
plans, and for overseeing the adequacy of organisational, administrative and accounting structures.
PERSONAL DATA PROTECTION
The Parent Company ensures the protection of personal data in accordance with current laws.
The Company has adopted internal regulations and the relevant operational tools needed to ensure regulatory
compliance at the date of entry into force of EU regulation 679/2016. In order to ensure full compliance with
the legislation and review the system created also in light of Legislative Decree 101 of 10 August 2018, which
came into force on 19 September 2018, Cementir Holding launched another project, now complete, to update
and refine its privacy policy.
Litigation
The Company is responsible for leading the defence in proceedings, of which it is not a party in accordance
with the terms and conditions set out in a settlement agreement with Italcementi S.p.A., relating to the sale of
the shares of Cementir Italia S.p.A. (today Cemitaly S.p.A.), Cementir Sacci S.p.A. (today Italsacci S.p.A.) and
Betontir S.p.A., finalised on 2 January 2018.
The main proceedings, relating to events in which the Company may be abstractly subject to compensation
obligations based on the aforementioned settlement agreement, in relation to events prior to the transfer, are
noted below.
Antitrust proceedings
On 7 August 2017, upon completion of an investigation, the Italian Competition Authority (“Authority”) found
there to have been an agreement aimed at coordinating cement selling prices across the entire country and
2021 Directors' Report Cementir Holding NV | 82
imposed an administrative fine on the producers involved, including Cemitaly. The Company paid Cemitaly the
sum of EUR 5,118,076 as compensation, to extinguish the fine and the interest accrued.
Proceedings in relation to the Cemitaly plant in Taranto
On 28 September 2017, Cemitaly was notified of criminal proceedings brought against it, Ilva S.p.A. and Enel
Produzione S.p.A. in relation to administrative offences under Articles 5, 6 and 25 undecies paragraph 2 letter
F) of Legislative Decree 231/2001. According to investigator allegations, (i) Cemitaly was aware of the fact that
the fly ash it bought from Enel Produzione did not comply with applicable legislation, as traces of substances
not derived solely from burning coal were found; (ii) the blast-furnace slag supplied by Ilva to Cemitaly should
be qualified and treated as waste, due to its alleged “mechanical” impurities (presence of ferrous metals,
crushed stone, debris, etc.), such as to require treatments such as sieving and deferrization, both of which,
according to the investigator, are outside “normal industrial practice”. At the outcome of the hearing of
15 April 2019, the Public Prosecutor requested that the company and natural persons appeared before the
court, limited to answering the charges relating to the fly ash purchased from Enel Produzione. The dispute
relating to the slag is awaiting the request for dismissal. The preliminary hearing, originally set for
20 November 2020, has been postponed to 4 March 2021. The hearing has been set for 10 March 2022.
Other legal disputes
An administrative dispute is pending before the Court of Appeal in Turkey, brought by the Turkish company
Cimentas AS, indirect subsidiary of Cementir Holding. The dispute relates to the order issued by the Turkish
stock exchange’s regulatory and supervisory body (Capital Market Board – CMB), requiring Cimentas AS to
demand back from the concerned Cementir Group companies around 100 million Turkish Lira (now equal to
around EUR 7 million) by way of hidden profit distribution, allegedly generated by an intragroup company sale
in 2009. On 29 January 2017, CMB served a summons to Cementir Holding to appear before the Court of
Izmir, requesting that the company be ordered to pay to Cimentas AS an amount provisionally set at
approximately 1 million Turkish lira. The Company duly appeared in court, arguing the total lack of foundation
of the plaintiff’s argument and requested that the civil proceedings be suspended until the administrative
proceeding is finally settled. With a ruling of 1 July 2020, the Court of Appeal in Turkey declared lack of
jurisdiction in relation to the case in question. That judgment was overturned on 18 October 2021 by the
Supreme Court, which definitively affirmed the existence of Turkish jurisdiction. We are therefore waiting for
the substantive case to be resumed.
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SUBSEQUENT EVENTS AFTER THE REPORTING DATE
On 8 February 2022, the Board of Directors’ of the Parent Company approved the 2022 - 2024 Business Plan.
Please refer to the relevant press release available con the company website www.cementirholdidng.com under
the Investors, Press Releases section.
The new Group business Plan envisages the achievement of the following targets in 2024:
- Revenue expected to reach EUR 1.65 billion, with an annual average growth rate (CAGR) of 6.7%.
An increase in the sales volumes of cement, ready-mixed concrete and aggregates is expected in all
geographical areas, with price increases especially in the cement sector in the course of 2022, to offset
the significant increase in energy, raw material and logistics costs.
- EBITDA
2
to reach around EUR 350 million, with an annual average growth rate (CAGR) of about 5%.
EBITDA is expected to grow in all geographical areas with the exception of Turkey. Among the Plan
assumptions there is a double-digit increase in the cost of fuels and electricity and an average yearly
CO
2
shortage of approximately 500,000 tons, whose economic impact is mitigated by an indexed
mechanism between product pricing and extra CO
2
cost.
- Annual capex of approximately EUR 72 million directed towards developing production capacity,
maintaining plant efficiency and safety.
- Cumulative Green capex of EUR 97 million, for specific sustainability projects enabling, among others,
CO
2
emissions reduction in line with Group’s objectives.
The expected cash generation driven by improved results and working capital optimization will allow to reach a 2024
net cash position of over EUR 300 million.
With reference to recent events surrounding the Russian-Ukrainian conflict, the directors have not identified any
significant impacts on the financial statements as a whole, in light of the Group‘s substantial lack of activities in these
areas.
Finally, the Plan assumes the distribution of a growing dividend, corresponding to a payout ratio between 20% and
25%.
No other significant facts occurred after the year ended.
MANAGEMENT OPERATING OUTLOOK
For 2022, the Group expects to achieve consolidated revenues of over EUR 1.5 billion, an EBITDA of between
EUR 305 and 315 million and a net cash position of approximately EUR 60 million at the end of the year,
including capital expenditure of around EUR 95 million.
These expectations do not take into account any intensified geopolitical tensions and any resurgence of the
Covid-19 pandemic. As the expectations described here are based on a number of preconditions and
assumptions that are beyond management's control, actual results may deviate significantly from the
expectations.
2
EBITDA excludes non recurring items
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The foregoing exclusively reflects the point of view of the company’s management, and does not represent a
guarantee, a promise, an operational suggestion or even just an investment advice. Therefore, it should not
be taken as a forecast on future market trends and of any financial instruments concerned.
PROPOSED ALLOCATION OF THE LOSS FOR THE YEAR 2021 OF CEMENTIR
HOLDING NV
The Board of Directors proposes that the Shareholders’ Meeting:
• approve the Directors’ Report on 2021 and the separate financial statements as at and for the year ended
31 December 2021;
• to allocate to the Shareholders, by way of dividend, an amount equal to EUR 27,993,600, net of treasury
shares, in the amount of EUR 0.18 for each ordinary share, gross of any withholding taxes, using:
o earnings for the year for EUR 5,309,127;
o retained earnings for EUR 14,675,860;
o share premium reserve for EUR 8,008,613.
Rome, 9 March 2022
Chairman of the Board of Directors
signed: /f/ Francesco Caltagirone Jr.
2021 Directors' Report Cementir Holding NV | 85
REMUNERATION REPORT
REMUNERATION OF DIRECTORS
Introduction
It is worth highlighting that the main financial results in 2021 that could influence the Group Remuneration
were:
a) Net Financial Debt being EUR 40.4 million (EUR 122.2 million in 2020).
b) EBIT at EUR 197.8 million (EUR 157.2 million in 2020).
The Board of Directors was renewed with its current composition by the General Meeting of 20 April 2020, for a
three-year term, reducing the number of members from 13 to 9. Subsequently, by resolution of 24 April 2020, the
Board set up the Board Committees, appointing their members and respective chairwomen.
This Section (hereinafter the "Remuneration Report") defines the principles and guidelines with which
Cementir Holding N.V. (hereinafter “Cementir Holding” or “Company”) determines and monitors its own
remuneration policy and describes how it has been implemented with reference to the Executives and Non-
Executive Directors (hereinafter jointly “Directors”). Please refer to the copy of the 2021 Remuneration Policy
approved by the General Meeting on 21 April 2021 with 90.43% of the votes cast and available on the
Company's website, www.cementirholding.com. There were no deviations or derogations from the approved
Policy.
The 2020 Remuneration Report was submitted to the non-binding and advisory vote of the General Meeting
on 21 April 2021 and received the favourable vote of the overwhelming majority of shareholders, amounting
to 92.57% of the votes cast, with only 7.43% voting against and abstentions for 7,500 shares. Given the broad
consensus received, it was therefore deemed appropriate to maintain the same approach for this
Remuneration Report, without substantial changes to its structure and level of disclosure.
The Remuneration Policy for 2022 remained substantially unchanged from the previous year, except for the
establishment on 28 July 2021 of an additional Board Committee, the Sustainability Committee.
In this Remuneration Report, Cementir Holding intends to strengthen the transparency of the contents of its
remuneration policies and their implementation, allowing investors to obtain information on remuneration,
including variable remuneration, and enabling them to make an even more accurate assessment of the
Company, thereby enabling shareholders to act in an informed manner when exercising their rights.
The Remuneration Report consists of the following sections:
• Section I, illustrating the policy of Cementir Holding N.V. with regard to the remuneration of the
Executive and Non-Executive Directors for the year 2022, as well as the procedures used to adopt
and implement the policy.
• Section II, which indicates the amounts paid during 2021 to the Directors, providing a representation
of each pay component.
Both sections of this report have been supplemented with additional information to further increase the level
of disclosure, in line with market expectations and in compliance with regulations.
The Remuneration Report is drafted pursuant to Art. 2:135, 2:135a and 2:135b of the Dutch Civil Code (hereinafter
“DCC”) and Chapter 3 of the Dutch Corporate Governance Code (hereinafter the “Code”). It was approved by the
Board of Directors upon proposal of the Remuneration and Nomination Committee (hereinafter also the
"Committee" in this Remuneration Report) at the meeting of 9 March 2022. Section I is to be submitted to the
approval of the General Meeting called on 21 April 2022. Section II is to be submitted to the advisory vote of the
General Meeting called on 21 April 2022.
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The Remuneration Report is made available on the Company’s website (www.cementirholding.com) after the
General Meeting and will be accessible for 10 (ten) years, in compliance to the procedures and within the
terms prescribed by current regulations.
SECTION I - REMUNERATION POLICY 2022
This section of the Remuneration Report describes, in a comprehensive manner, the principles and guidelines
with which Cementir Holding determines and monitors the remuneration policy and its implementation within
the Company (hereinafter the “Remuneration Policy” or the “Policy”).
The Remuneration Policy has the main purpose of summarising the remuneration policies applied within the
Group and ensuring a fair and sustainable remuneration system, in line with the long-term corporate strategies
and objectives, with regulations and with Stakeholders’ expectations.
The total remuneration of Directors, which is deemed appropriate to the size and structure of the Group, the
sector of activity carried out and the level of complexity of the business, contributes to the long-term
performance of the Company as it enables the Company to attract and retain qualified and experienced
Directors, motivating them to achieve the Company's business, financial and strategic objectives and their
implementation for the creation of long-term value for all stakeholders consistent with the Company and
Group's founding values and culture.
The Policy is also intended to attract and retain members of staff with the professional qualities needed to
manage and operate successfully in an international environment characterised by competitiveness and
complexity and is also designed to recognise and reward good performance.
Cementir Holding intends to adopt a competitive remuneration system that better guarantees compliance with
the delicate balance between strategic objectives and the recognition of the merits of Group employees. with
short and medium/long-term variable pay components, the Policy is designed to facilitate the alignment of
employees’ interests with the pursuit of the priority objective - creation of value - and the achievement of
financial targets. This objective is pursued also by linking a significant part of remuneration to the achievement
of set performance targets, by means of both the short-term incentive scheme (STI) and the long-term incentive
scheme (LTI). The LTI concerns selected employees only.
The Remuneration Policy is made available on the Company’s website (www.cementirholding.com) upon
approval by the General Meeting and during the period of its applicability in compliance to Art. 2:135a
paragraph 7 DCC.
1.1 DEFINITION AND APPROVAL OF THE REMUNERATION POLICY
Parties involved in the Remuneration Policy
The definition of the Remuneration Policy is the result of a clear and transparent process in which the Company’s
Remuneration and Nomination Committee and Board of Directors play a central role.
The Policy is submitted for the approval of the General Meeting by the Board of Directors on the
recommendation of the Remuneration and Nomination Committee. The Policy is deemed approved with the
favourable vote of at least ¾ of the votes cast at the General Meeting. In case the Policy is not approved by
the General Meeting, the Company applies the existing policy and submits to the approval of next General
Meeting a revised policy.
The bodies and parties involved in the remuneration policies approval process are listed below, along with a
precise indication of their roles in the process.
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General Meeting
With regard to remuneration, the General Meeting:
• adopts the remuneration policy upon proposal of the Board, pursuant to Art. 7.4.1 of the Company’s
Articles of Association;
• determines the compensation for the Executives and Non-Executive Directors as well as for the
members of the board committees (Audit Committee, Remuneration and Nomination Committee and
Sustainability Committee), in accordance with the remuneration policy, as provided for in Art. 7.4.2 of
the Company's Articles of Association;
• expresses a vote, each year, on the first section of the remuneration report, i.e. on the Remuneration
Policy;
• receives adequate disclosure about the implementation of remuneration policies and express an
advisory vote, each year, on the second section of the Remuneration Report, i.e. on the report on
compensation paid;
• resolves on any remuneration plans based on shares or other financial instruments and intended for
Directors, employees and other workers, including Key Executives.
Board of Directors
With regard to remuneration, the Board of Directors:
• submits a remuneration policy proposal to the General Meeting pursuant to Art. 7.4.1 of the Articles of
Association, drawn up with the support of the Remuneration and Nomination Committee;
• develops the strategy for realising long-term value creation;
• approves the Remuneration Report pursuant to Articles 2:135 and 2:135a DCC, to be presented at
the annual General Meeting;
• prepares any remuneration plans based on stocks or other financial instruments and submits them to
the General Meeting for approval;
• implements the remuneration plans based on shares or other financial instruments, after authorisation
from the General Meeting.
Non-Executive Directors
The Non-Executive Directors among their duties are responsible for the supervision of:
• the performance of the Executive Directors;
• the development of a general strategy, including the strategy for realising long-term value creation.
Executive Directors
The Executive Director, who in this case also assumes the role of CEO pursuant to Art. 7.1.2 of the Articles of
Association:
• sets performance targets for the Cementir Group;
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• submits to the Remuneration and Nomination Committee the stock incentives, stock options, corporate
shareholding and other types of incentive plans, motivating and retaining the managers of the Group
companies controlled by the Company or, as the case may be, assisting the Committee in their drafting,
with the support also of the Group's Human Resources department;
• enforces the Company’s Remuneration Policy in accordance with this document.
Remuneration and Nomination Committee
In accordance with the recommendations contained in the Code and the Board of Directors Rules, the
Remuneration and Nomination Committee:
• prepares the Board’s decision-making (including proposals of the Board for the General Meeting)
regarding the determination of the remuneration of individual Directors, including severance payments;
• submits a proposal to the Board concerning the remuneration of each Director. The proposal is drawn
up according to the remuneration policy that has been established and in any event it covers:
(a) the objectives of the strategy for the implementation of long-term value creation within the
meaning of Best Practice provision 1.1.1 of the Code;
(b) the scenario analyses carried out in advance;
(c) the pay ratios within the Company and the Business;
(d) the development of the market price of the shares;
(e) an appropriate ratio between the variable and fixed remuneration components. The variable
remuneration component is linked to measurable performance criteria determined in advance,
which are predominantly long-term in character;
(f) if shares are being awarded, the terms and conditions governing this. Shares should be held for
at least five years after they are awarded; and
(g) if share options are being awarded, the terms and conditions governing this and the terms and
conditions for exercising the share options. Share options may not be exercised during the first
three years after they have been awarded.
Human Resources
The Company’s HR Department is involved in defining and approving the proposals for the remuneration plan
of the Company’s personnel, monitoring and checking that those proposals are fully implemented with the aim
of collecting market data in terms of practice, policies and benchmarking and if necessary, resorting to advice
from independent experts.
Composition and activities of the Remuneration and Nomination Committee
As of the date of approval of this Report, the Remuneration and Nomination Committee is made up of three
Non-Executive Directors, all independent, appointed by the Board of Directors at the meeting of 24 April 2020:
Composition of the Committee
Chiara Mancini
Non-Executive independent Director and Chairwoman of the Committee
Veronica De Romanis
Non-Executive independent Director and member of the Committee
Paolo Di Benedetto
Non-Executive independent Director and member of the Committee
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The Remuneration and Nomination Committee provides advice and submits proposals to the Board of Directors,
and supervises to ensure that the Remuneration Policy is defined and applied; specifically it prepares the
Board of Directors’ decision-making regarding the:
• periodical assessment of size and composition of the Board and its Committees, and the proposal for
the profile of the Board also in regard to the professional roles whose presence within the Board or the
Board Committees is deemed necessary in order for the Board to express its strategy to shareholders
before the new Board is appointed, also taking into account the results of the annual assessment of the
Board and the Board Committees as required by the Code;
• periodical assessment of the performance of individual Executive Directors and Non-Executive
Directors and reporting this to the Board;
• drawing up of selection criteria and appointment procedures for Executive Directors and Non-
Executive Directors;
• drawing up of a succession plan for Executive Directors and Non-Executive Directors;
• proposal of candidates for the office of Executive and Non-Executive Directors;
• supervision of the policy of the Board regarding the selection criteria and appointment procedures for
senior management;
• drawing up of the Company’s diversity policy for the composition of the Board.
In addition:
• submits proposals to the Board of Directors regarding the remuneration policy for Executive and Non-
Executive Directors, periodically assessing the performance of individual Executive Directors and Non-
Executive Directors and reporting this to the Board;
• submits proposals or provides opinions to the Board of Directors regarding the remuneration of
Executive and Non-Executive Directors with specific duties, and on the setting of performance targets
related to the variable-pay component;
• evaluates and formulates proposals to the Board of Directors with regard to stock incentive, stock
option, corporate shareholding and similar plans aimed to motivate and retain the managers and
employees of the Group companies controlled by the Company;
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• reports to the Board on the ways it performs its duties;
• examines the annual Remuneration Report to be approved by the Board and submitted to the vote of
the General Meeting as part of the annual financial reports;
• provides opinions on issues submitted to it from time to time for screening by the Board of Directors,
concerning remuneration or any pertinent or related topics.
The Non-Executive Directors, including those forming the Remuneration and Nomination Committee, can
access the information and contact Company departments as necessary, in order to fulfil their duties.
The Remuneration and Nomination Committee meets during each financial year according to a calendar
scheduled at the beginning of such year and any time it may deem appropriate, upon notice issued by the
Chairman of the Committee, so as to ensure the correct execution of its tasks. No Executive Director shall
participate to any Committee meeting where proposals related to their remuneration are discussed.
Meetings of the Remuneration and Nomination Committee are attended - when deemed appropriate and at the
invitation of the Committee - by Company’s management (General Counsel, Chief Financial Officer and Chief Human
Resources Officer).
Annually, when the financial statements are approved, the Remuneration and Nomination Committee reports to
the Board in relation to its work.
In 2021, the Remuneration and Nomination Committee met on 9 March and 3 May. During these meetings,
the Committee examined and discussed the remuneration policy and the remuneration report drawn up in
accordance with Art. 2:135a of the Dutch Civil Code and Best Practice provision 3.1 and following of the Code,
as well as the report concerning the activity carried out by the Committee in 2020, drawn up in accordance
with Best Practice provision 2.3.5 of the Code; the Remuneration and Nomination Committee also discussed
the annual assessment carried out by the members of the Committee pursuant to Best Practice provision 2.2.6
of the Code, confirming the Board Profile. The Remuneration and Nomination Committee also examined and
discussed the gates and objectives of the STI 2020, a benchmark analysis on the remuneration of Cementir
employees, an analysis of the CEO's paymix with respect to the market.
Independent experts who contributed to preparing the Remuneration Policy
As mentioned in the previous year's Report, in 2020, the Company took advantage of the advice of the
independent expert Korn Ferry - Haygroup to conduct international benchmark analyses and to align the
Remuneration Policy with peers and market best practices.
1.2 CONTENT OF THE REMUNERATION POLICY
1.2.1 Content of the Remuneration Policy and main changes compared to 2021
The Policy determines the principles and guidelines adopted by the Board in order to define the remuneration
of its members and in particular of Executive and Non-Executive Directors as well as members of the
Committees. It provides detailed information designed to ensure stakeholders receive more information about
pay policies, practices adopted and results achieved, and it shows that the policies are consistent with the
business strategy and company performance.
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Cementir Holding pursues a Remuneration Policy aimed at motivating, attracting and retaining people who,
thanks to their professional skills and personal ability to apply those skills in fulfilling business objectives, are
able to build value for the Company’s Stakeholders.
The principles applied in defining the Policy are intended to ensure that Cementir Holding is appropriately
competitive in its sector and international markets, and in particular for:
• the promotion of merit and performance to reward actions and behaviours that reflect the values of the
company, the principles of the code of ethics and the strategic objectives;
• external competitiveness and internal fairness to make sure that pay packages are in line with best
practices, and to ensure that they are consistent with the complexity and responsibilities of the role;
• aligning the interests of Management with those of the Shareholders and with the medium-and long-
term strategies of the Company;
• aligning the values of the Cementir culture (e.g. sustainability, value of people, etc.) and the model of
leadership and skills in line with business objectives, starting from 2021, the skills deriving from the
culture of the Cementir Group are also assessed in the context of the STI as a further confirmation
and strengthening of the inclination towards the values of the corporate culture;
• the inclusion of specific quantitative KPIs linked to ESG objectives in the STI plan, the Remuneration
Policy, therefore, contributes to the implementation of the company strategy, the pursuit of long-term
interests and sustainability objectives;
• a focus on rewards and retention purposes based on meritocracy;
• the consideration of the point of view of the Executive-Director and the Board in its entirety, as also
provided for by the Code;
• balancing continuity with the choices already made in the past and endorsed by shareholders and the
approval of the General Meeting of the proposals presented and, at the same time, a periodic
assessment in the light of the international trend, the market practice for comparable companies and
the regulatory changes;
• transparency regarding the remuneration system implemented and envisaged for the following year,
in accordance with the provisions of the Code and applicable legislation.
The Policy has the primary objective of creating sustainable value over the medium to long-term by creating a
strong bond between individual performance and the Group on the one hand, and remuneration on the other.
The 2022 Remuneration Policy does not envisage substantial changes compared to that approved in 2021,
confirming the simplification and standardisation of the overall structure of the short-term variable incentive
system, thanks mainly to the digitalisation of the process, which will take place through an online definition and
subsequent assessment platform. The main change relates to the restructuring of the remuneration of
committee members. As a result of the recent establishment of the Sustainability Committee, further
confirmation of the Company and Group's growing commitment to ESG, during the year a benchmark analysis
was carried out by the Company's departments (in particular the Human Resources department with the
contribution of the Legal Department) to verify alignment with the market and the Remuneration Policy was
reviewed with reference to market practices.
The Policy also maintains and confirms the medium and long-term incentive system applied in previous years.
The Remuneration and Nomination Committee, at its meeting on 7 March 2022, reviewed the existing report
and the criteria selected to assess the variable remuneration of the Executive Director and the performance of
the strategic executives and Group personnel receiving variable remuneration. The Remuneration and
2021 Directors' Report Cementir Holding NV | 92
Nomination Committee then assessed the Remuneration Policy from the point of view of its consistency with
the objectives of the Company and Group, with particular reference to its suitability to contribute to the creation
of long-term value. In particular, the ESG objectives included for some beneficiaries of the incentive plan
addressed to Group employees were illustrated and discussed in detail, as a further demonstration of the
Company's ongoing commitment to pursuing long-term sustainability objectives. Finally, it concluded that the
criteria established for both short-term variable remuneration and medium and long-term variable
remuneration, insofar as they are applicable to the respective recipients, fully meet these requirements and
appear consistent and appropriate to support the implementation of the strategic objectives. It therefore
decided to propose the 2022 Remuneration Policy to the Board of Directors, taking into account the Executive
Director's views on the level and structure of his remuneration.
1.2.2 Description of fixed and variable pay components with particular regard to their weightings within
the overall remuneration, and distinguishing between the short and medium and long-term variable
components
The remuneration of Directors has been defined as follows, with reference to the fixed and variable components:
Remuneration of the Board of Directors
The Remuneration Policy for the Board of Directors set by the General Meeting of 21 April 2021 includes the
following elements:
(a) remuneration of Directors for the office and for attendance at Board meetings;
(b) remuneration of the Executive Director (who also holds the position of CEO) for the performance of
executive functions, powers and responsibilities;
(c) remuneration of Non-Executive Directors;
(d) remuneration of members of the Audit Committee, the Remuneration and Nomination Committee.
With reference to letter D., it is recalled that the 2021 Remuneration Policy did not provide for remuneration of
the members of the Sustainability Committee, established on 28 July 2021 and therefore after the approval of
the aforementioned Policy at the General Meeting.
Remuneration of Directors
The remuneration to be paid to Directors (see letter A) shall be in the form of an allowance for attendance at
each meeting of the Board of Directors and of a fixed annual payment for the office of Director, payable to
each Director (both Executive and Non-Executive Directors) and approved, in accordance with the provisions
of the law, by the General Meeting.
The current annual remuneration of all Directors is:
• a fixed annual allowance of EUR 5,000.00;
• a participation token of EUR 1,000.00 for each board meeting in which they participate in presence or
by teleconference, except for written resolutions.
The same is confirmed as policy for 2022.
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Remuneration of Directors with specific duties
The compensation to be paid to Directors with specific duties (letters B and D above) is determined, upon
proposal of the Remuneration and Nomination Committee, taking into account the commitment actually required
from each of them and any powers vested in addition to the compensation due to all Directors.
The following Directors have specific duties within the Board of Directors of the Company:
(i) the Chairman of the Board of Directors;
(ii) the CEO;
(iii) the Directors who participate in the Board Committees (Audit Committee, Remuneration and
Nomination Committee and Sustainability Committee).
The Non-Executive Directors (i) who are members of the Remuneration and Nomination Committee, the Audit
Committee and the Sustainability Committee and (ii) who are appointed as Chairman of such Committees,
shall receive an additional fixed compensation, commensurate with the commitment required from each of
them in the performance of their aforesaid duties.
Remuneration of the Chairman and CEO.
The annual gross remuneration of the Chairman of the Board of Directors and the CEO generally includes the
following elements:
• a fixed component;
• a variable component determined according to the Group’s performance and tied to predetermined,
measurable parameters connected to the creation of shareholder value in a medium/long-term time
span.
In determining the remuneration of the Chairman and of the CEO, the Board of Directors takes into account (i)
the specific content of the vested powers and/or (ii) the functions and the role actually served within the
Company, thereby assuring that the provision of a possible variable component is consistent with the nature
of assigned duties.
In particular, remuneration is determined on the basis of the following criteria:
• correct balance between the fixed component and the variable component in accordance with the
Company’s strategic goals and its risk management policy, also taking into account the industry in
which it operates and the characteristics of its business;
• provision of maximum limits for the variable components, provided that the fixed component shall be
sufficient to remunerate the performance of the Chairman and of the CEO should the variable
component not be paid;
• the parameters, economic results and any other specific objectives to which the payment of the
variable components is tied are predetermined, measurable and connected to the creation of
shareholder value in a medium/long-term time span.
In detail, in line with the resolution approved in previous years, the variable component is set at 2% of the cash
flow produced by the Group in the year of reference and is defined according to a formula that enables a quick
reference with the consolidated accounts figures, from which the fixed pay component should be deducted. The
variable component, which is before taxes and can only have a value of zero or above, can be preliminarily
calculated and paid out as payment on account when the Board of Directors approves the Group’s half-year
financial statements; when the Group’s annual financial statements are approved by the General Meeting, the
variable component is definitively determined, and the relative balance is paid out. The fixed component is also
2021 Directors' Report Cementir Holding NV | 94
confirmed consistently with previous years. The fixed component proposed for the Chairman and Chief Executive
Officer is EUR 1.8 million per year before taxes, payable on a monthly basis.
The reference to operational cash flow generated by the Group has been identified as it is considered that this
value, more than others, represents the link between annual performance (short-term) and the value of the
company, and therefore appropriately aligns the results obtained by the CEO with the objective of creating
value for all shareholders.
The following is the historical trend of the pay mix, i.e. the percentage weight of the various components of
remuneration in relation to Annual Total Compensation (excluding benefits):
As the Chairman and CEO expresses the will of the Company’s controlling shareholders and is a shareholder
himself, there is an alignment of the interests of the Executive Director with the interest of all shareholders and
stakeholders of the Company, consequently there is no need for an (additional) medium/long-term incentive
plan.
Remuneration of Non-Executive Directors
The remuneration of Non-Executive Directors is not tied to the Group’s economic-financial results or based on
short or medium-term incentive plans or based on financial instruments.
Remuneration of Non-Executive Directors proposed for 2022 confirms the structure and the order of magnitude
defined in the previous years.
The annual remuneration of Non-Executive Directors consists of:
- a fixed annual allowance of EUR 5,000 determined for all Directors (see letter A above);
- an attendance token of EUR 1,000 for each Board meeting they attend (see letter A above).
Remuneration of Committees members
In addition to the remuneration of Non-Executive Directors, the Remuneration Policy provides for an additional
remuneration for the participation in board committees (currently Audit Committee, Remuneration and
Nomination Committee and Sustainability Committee), differentiated according to the time and effort dedicated
to the performance of the tasks of these committees.
46%
40%
38%
36% 36%
54%
60%
62%
64% 64%
2017 2018 2019 2020 2021
Pay Mix Chairman and CEO
Fixed and not linked to performance Annual variable incentive Medium/Long variable incentive
2021 Directors' Report Cementir Holding NV | 95
In particular:
- an annual fee of EUR 30,000 for each position held by the Non-Executive Directors as Chairman of
the Audit Committee and Remuneration and Nomination Committee;
- an annual fee of EUR 20,000 for each position held by the Non-Executive Directors as member of the
Audit Committee and Remuneration and Nomination Committee;
- an attendance token of EUR 1,000 for each meeting of the Sustainability Committee attended by the
Non-Executive Directors.
Short-Term Incentive and Long-Term Incentive Schemes
In addition to the remuneration described above for Executive and Non-Executive Directors, Cementir Holding
NV adopts, for the managers within the Company, a compensation scheme to create value, for its
Stakeholders, achieving ever-improving performance levels within the sustainable value creation structure that
is the Company’s true objective.
Short-term variable component - STI (Short Term Incentive)
The variable component is based on a Short-Term Incentive (STI) Plan. The system assesses the performance
of the Company and of the beneficiary on an annual basis and directs the actions of the management towards
strategic objectives in line with the Group’s short-term business priorities.
In 2021, the structure of the short-term incentive system was confirmed, based on the financial objectives of
the Group and/or the subsidiaries (access system Gate). In addition, objectives were defined with indicators
linked to individual performance, as well as skills related to the leadership model. Each target (corporate and
individual) is matched with a minimum performance, target performance and maximum performance level,
correlated to the payout curve within the range 90%-120%.
In 2021, a fully digitalised performance appraisal system was used for the first time within the Group, by means
of a dedicated Performance Management platform that also enables the management of the short-term
incentive system and the related assessment of results achieved.
Therefore, the same will continue to be based on the Group’s and/or subsidiaries’ financial targets, which are
the factor that enables access (Gate) to the system. Each target will be matched with a minimum performance,
target performance and maximum performance level, correlated to the payout curve within the range 90%-
120%. Other individual objectives should be defined on the basis of indicators linked to company performance
and/or individual performance specific to the role, while skills have been assessed in relation to the
organisational position of reference. The total individual performance assessment is defined according to a
rating scale ranging from 1- Unsatisfactory to 5- Exceptional and which will measure the “What” of the
objectives, but also the “How” ensuring adherence to company values.
The combination of corporate and individual objectives, as well as skills will entitle to a variable bonus payment.
For the purposes of incentivisation and the final bonus, overall performance, taking into account the entry gate
and performance results, cannot be less than 60%.
The structure and weighting of the various objectives, which is standardised at the Group level, is shown in
the following table:
2021 Directors' Report Cementir Holding NV | 96
30% Weighting
70% Weighting
Group targets
Individual targets 80%
• Economic-Financial Targets (Gate)
o EBIT (20%)
o NCF (10%)
• Targets based on Operational Projects/Results and sustainability of
earnings
• Organisational Development and Growth Targets
Cementir Leadership Competencies Model 20%
In order to encourage managers to pursue their annual budget targets, the short-term incentive plan is
addressed to all managers within the Group with exactly the same scheme as described above. Target
incentive levels expressed as percentages of fixed remuneration, depend on the responsibility and complexity
of the role covered, whilst maintaining a single structure throughout the Group.
Medium/Long Term Incentive – LTI
The LTI plan is intended for Key Executive and a selected group of managerial staff, chosen from those who
have the greatest impact on the Group’s medium/long-term results.
As the CEO is also a major shareholder, he does not participate in this plan.
The LTI plan consists of three-year cycles based on the medium/long-term performance of the Group in relation
to the existing Business Plan, and it has the following aims:
• Incentivise the aforementioned Key Executives to achieve the objectives set out in the Business Plan;
• To converge the interests of Key Executives with those of shareholders to create sustainable
medium/long-term value;
• To introduce a motivation and retention plan.
2021 Directors' Report Cementir Holding NV | 97
The LTI also provides for the annual award of the right to receive a monetary performance bonus measured
over a three-year period, in line with the company’s medium-term strategic planning (vesting period).
Bonus opportunities for beneficiaries vary and amount to 30% or 40% of annual gross remuneration to be
assigned on achieving the target; the incentive payable at the end of the vesting period is determined on the
basis of the performance achieved and varies from 50% to 130% of the value of the bonus.
This incentive may rise to up to 52% (the “cap”) of gross annual remuneration upon achievement of levels of
performance higher than the target levels.
Performances below the target will see a reduction in the bonus of up to 20% of gross annual salary, when a
performance threshold is reached.
No bonus will be awarded if the results are below the threshold.
The award of the bonus depends on two performance conditions being met. These conditions operate
separately, and each have a weighting of 50% in the calculation of the bonus:
• Three-year cumulative Free Cash Flow
• Three-year cumulative EBIT
The threshold, target and maximum amount are set in line with the Company’s medium-term business plan.
50%
100%
130%
Payout
MIN
Performance
TGT
MAX
2021 Directors' Report Cementir Holding NV | 98
Clawback and malus clauses
A clawback clause applies to both the LTI and the STI. This allows the Board of Directors to ask the
beneficiaries to return all or part of the bonuses paid if they find that the performance targets were achieved
on the basis of inaccurate or untrue data.
During the 2021, no clawback is deemed required and consequently no clawback has been applied.
1.2.3 Criteria used in assessing performance targets underlying the award of shares, options, other
financial instruments and variable pay components
The criteria used in assessing performance targets is based on the financial results of the Group. For more
information, refer to the contents of paragraph 1.2.2 above.
1.2.4 Information on the alignment of the Remuneration Policy and the pursuit of the Company’s long-
term interests and risk management policy
As described above, the Remuneration Policy, inspired by the principles described in paragraph 1.2.1 above,
pursues the objective of creating sustainable value over the medium to long-term, for the Company and its
shareholders.
Therefore the remuneration of Executive Directors and key executives is structured so as to:
• ensure that the overall remuneration structure is adequately balanced between fixed and variable
components, with the aim of creating sustainable value over the medium to long-term, for the Company;
• coordinate the variable remuneration with the achievement of operational and financial targets, in line
with the creation of value over the medium to long-term and the actual results achieved by the
Company;
• ensure that overall pay levels reflect the professional value of individuals and their contribution to
creating sustainable value over the medium to long-term.
For Non-Executive Directors, please refer to paragraph 1.2.2.
In order to achieve challenging Group strategic objectives, the Board approved a compensation plan for the
Company's executives to create value for its stakeholders by achieving increasingly better performance levels
within the sustainable value creation structure that represents the ultimate goal pursued by the Company. The
LTI Plan is intended for Key Executives and a selected group of managers, chosen from among those who
have the greatest impact on the Group's medium/long-term results. The LTI plan is divided into three-year
cycles based on the medium/long-term performance of the Group in relation to the existing Business Plan. The
sustainability objectives were approved and included in the short-term incentive and in the three-year business
plan.
Metrics and targets are being continuously assessed and monitored, with a view to progressive improvement,
reflecting the increasing alignment between strategy, sustainability and incentive systems.
1.2.5 Vesting period, deferred payment schemes, indication of deferment periods and criteria used to
determine them, as well as ex-post adjustment mechanisms and information about clauses on the
2021 Directors' Report Cementir Holding NV | 99
inclusion of financial instruments in the portfolio after acquisition, with details of the holding periods
and criteria used to determine them
The Company has not adopted any Remuneration Plan based on shares or any other financial instruments
nor does it award shares or other financial instruments as variable performance-based pay components. In
addition, no clauses were determined for the retention in portfolio of financial instruments after their acquisition,
meaning clauses that include the obligation of non-portability on a relevant portion of the shares awarded.
1.2.6 Policy on indemnities applied after termination of contract or resignation
In general, for all Directors, there shall be no (i) indemnities in case of resignation or revocation without just
cause or non-renewal, (ii) agreements prescribing the allocation or continuation of non-monetary benefits in
favour of persons who have resigned from their office and, (iii) consulting agreements with the Directors for a
period following termination of their employment.
With regard to the above, it is consistent that on the one hand the Chairman and CEO is among the main
shareholders of the Company, but on the other hand, it must be considered that the payment to be assigned
to the other Directors consist in an attendance token and a fixed annual remuneration of a modest entity for
each Director, thus limiting the risk of any claim related in any way to the termination of office as Director, and
in any case the corresponding amount.
Directors that have an employment relationship with the Company or its Subsidiaries must comply in any case
with current provisions related to Collective Labour Agreements for the termination of their employment
relationship, in accordance with the legal procedures and requirements.
Where necessary, the Company may request the signature of a non-competition agreement by an outgoing
Director, which includes the payment of an indemnity related to the terms and extension of such obligation.
The breach of this agreement will determine the refusal to pay the indemnity or its reimbursement, as well as
an obligation to damage compensation for an agreed amount (i.e. the double of the agreed indemnity).
If employment with the Company is terminated for reasons other than just cause, efforts will be made to reach
a termination agreement. Subject in any case to the obligations set out by law and/or by the employment
agreement, the arrangements for the termination of employment with the Company are tailored on the basis
of the relevant reference benchmarks and within the limits defined by courts and practice.
1.2.7 Information about insurance coverage, welfare or pension provision
In line with best practices, a Directors & Officers (D&O) Liability insurance policy covering the liability of the
Board of Directors towards third parties has been undersigned.
In case of employment relationship with the Company, pension or welfare provision are in line with the practices
applied for managers of the Company.
1.2.8 Information about the use of benchmark pay policies from other companies
The Remuneration Policy was devised by the Company without using as reference the policies of other
companies. However, prior to the preparation of the 2022 Remuneration Policy, as part of the annual review,
a specific benchmarking activity was carried out on the remuneration of non-executive directors with
information available in the remuneration reports published by comparable companies.
The current Remuneration Policy is valid 1 (one) year and is therefore revised yearly by the Remuneration and
Nomination Committee and by the Board of Directors and submitted to approval of the General Meeting.
2021 Directors' Report Cementir Holding NV | 100
1.2. Derogations and deviations
The Board of Directors, with the abstention, if any, of the Director concerned, on the proposal of the
Remuneration and Nomination Committee, may discretionally approve derogations or deviations from any part
of the Remuneration Policy, where there are exceptional circumstances that provide compelling reasons for
the deviation. However, these derogations can only be temporary until a new policy is adopted in the following
circumstances: (a) in the event of changes in the corporate bodies, both in terms of composition and number
or competence; or (b) in additional exceptional circumstances. Exceptional circumstances are circumstances
in which the deviation from the Remuneration Policy is necessary to pursue long-term interests and
sustainability of the Company and/or to ensure its profitability.
SECTION II - PAYMENTS RECEIVED DURING 2021 BY THE MEMBERS OF THE BOARD OF DIRECTORS
This section of the Report sets out the remuneration paid in 2021 to each member of the Board of Directors.
This remuneration was paid in application of the principles as set out in the Remuneration Policy.
On 7 March 2022, the Remuneration and Nomination Committee verified the correct application of the
Remuneration Policy approved in 2021.
PART I - REMUNERATION COMPONENTS
Remuneration of Directors
Fixed component
The General Meeting of 21 April 2021 approved the proposed Remuneration Policy by a large majority of
votes, assigning to all Directors, for their term of office, a fixed allowance of EUR 5,000.00, plus an attendance
token of EUR 1,000.00 for each Board meeting they attend.
Variable component
The variable remuneration component was paid exclusively to the Executive Director, who also holds the
position of CEO, in accordance with the 2021 Remuneration Policy approved by the General Meeting.
The compensation of Non-Executive Directors is not tied to the Group’s economic-financial results or based
on short or medium-term incentive plans or based on financial instruments.
Monetary and non-monetary benefits
In keeping with best practices, a Directors & Officers (D&O) Liability insurance policy covering the third-party
liability of the governing bodies has been undersigned.
2021 Directors' Report Cementir Holding NV | 101
Reimbursement of expenses
Directors are entitled to reimbursement of the reasonable expenses incurred because of their office on the
basis of the arrangements with the Company.
Treatment/indemnities in case of termination from office
On the date of approval of this Report, no agreements have been stipulated with any of the Directors involving
indemnities in case of resignation or revocation without just cause or termination of the position as a result of
a takeover bid, nor are there any extant agreements involving the assignment or continuation of non-monetary
benefits in favour of persons who have left office; additionally, no consultancy agreements have been
stipulated with the Directors for a period after termination, or agreements involving compensation for non-
competition commitments.
Remuneration of Directors with specific duties
As of the date of approval of this report, the Directors with specific duties are:
▪ Francesco Caltagirone Chairman and CEO
Chairman of the Sustainability Committee
▪ Paolo Di Benedetto Member of the Remuneration and Nomination Committee
Member of the Audit Committee
▪ Chiara Mancini Chairwoman of the Remuneration and Nomination Committee
Member of the Audit Committee and the Sustainability
Committee
▪ Veronica De Romanis Chairwoman of the Audit Committee
Member of the Remuneration and Nomination Committee and
the Sustainability Committee
(i) Remuneration of the Chairman and CEO
With reference to the remuneration of the Chairman and CEO Francesco Caltagirone, the General Meeting of
21 April 2021 confirmed with broad consensus the remuneration policy and remuneration already in force and
unchanged from the previous term of office, as detailed here below and in the table in 2.2.1.
Fixed component
The fixed component is EUR 1.8 million per year before taxes, payable on a monthly basis.
Variable component
The variable components for 2021 were estimated at EUR 3.315 million, before tax. The achievement was
calculated as 2% of Net Operating Cash Flow.
(ii) Remuneration for participation in Board Committees
The General Meeting of 21 April 2021 approved the proposed Remuneration Policy and established an
additional annual remuneration for participation in the Board Committees in addition to that approved for the
office of Director and specifically, as detailed in the table below:
2021 Directors' Report Cementir Holding NV | 102
• For the positions of Chairmen of the Committees (Remuneration and Nomination Committee and Audit
Committee), an overall fixed annual remuneration of EUR 60 thousand gross of taxes and any
statutory surcharges;
• To the other members of the Remuneration and Nomination Committee and the Audit Committee: a
fixed compensation of EUR 20 thousand for each position held, before taxes and any law-mandated
surcharges.
The 2021 Remuneration Policy did not provide for remuneration for the members of the Sustainability
Committee, established on 28 July 2021 and therefore after the approval of the aforementioned Policy by the
General Meeting.
***
Information on the compliance of remuneration with the Remuneration Policy and how the
performance criteria have been applied
In general, the practice applied by the Company is in line with the 2021 Remuneration Policy. In 2021, in fact,
there were no deviations from the 2021 Remuneration Policy.
It is confirmed that the implementation of the 2021 Remuneration Policy has contributed to the creation of long-
term value, as occurred also in previous years and to an increasing extent. The individual objectives assigned
to the recipients of variable remuneration, in fact, are closely linked to the strategic objectives of the 2021-
2023 Business Plan, which identify, among other things, the sustainability roadmap as one of the main interests
to be pursued. As regards the recipients of the STI and LTI plans, these are objectively measurable and pre-
determined targets, the achievement of which influences variable remuneration to the extent they have been
achieved. As for the Directors, the Remuneration Policy provides for a variable component for the Executive
Director only, who is also the representative of the majority shareholder and himself a substantial shareholder.
This determines the implicit and automatic coincidence of the interests and objectives of the Executive Director
with those of all shareholders, including minority shareholders, of the Company and, ultimately, the creation of
long-term value.
2021 Directors' Report Cementir Holding NV | 103
PART II - COMPENSATION PAID IN FINANCIAL YEAR 2021
Compensation paid to the members of the Board of Directors.
The table below shows the compensation paid in Financial Year 2021, for any reason and in any form, by the Company. There is no compensation paid by
subsidiaries of the Cementir Group to the members of the Board of Directors. It should be noted that the remuneration paid in the affiliates is disclosed within
the context of the report on remuneration of the parent company Caltagirone S.p.A., published in accordance with the provisions of law applicable to listed
companies, to which reference should be made.
2021 Directors' Report Cementir Holding NV | 104
YEAR 2020
COMPENSI EROGATI AL CONSIGLIO DI AMMINISTRAZIONE E AI DIRIGENTI CON RESPONSABILITÀ STRATEGICHE
(in migliaia di Euro)
Compensazione variabile (non azionaria)
Gettone
di
Presenza
Compensi approvati
dall'assemblea degli
azionisti o dai CdA
Compenso da
lavoro
dipendente
Bonus e altri incentivi
Francesco Caltagirone, Presidente del Consiglio di Amministrazione
e CEO
4 1.805 81 3.428 7 5.325
64% remunerazione variabile
36% remunerazione fissa
Alessandro Caltagirone, Direttore non esecutivo e vicepresidente 4 5 9 100% remunerazione fissa
Azzurra Caltagirone, Direttore non esecutivo e vicepresidente 5 5 10 100% remunerazione fissa
Edoardo Caltagirone, Direttore non esecutivo 5 5 10 100% remunerazione fissa
Saverio Caltagirone, Direttore non esecutivo 5 5 10 100% remunerazione fissa
Fabio Corsico, Direttore non esecutivo 4 5 225 234 100% remunerazione fissa
Paolo Di Benedetto, Amministratore indipendente non esecutivo
senior, membro dell'Audit Committee e membro del Remuneration
and Nomination Committee
4 5 40 49 100% remunerazione fissa
Chiara Mancini, Amministratore indipendente non esecutivo e
presidente del comitato Remuneration and Nomination Committee
e membrodell'Audit Committee
5 5 50 60 100% remunerazione fissa
Veronica De Romanis, Amministratore indipendente non esecutivo,
presidente dell'Audit Committee e membro del Remuneration and
Nomination Committee
5 5 50 60 100% remunerazione fissa
Mario Delfini, Amministratore non esecutivo e membro del
dell'Audit Committee e membro del Remuneration and Nomination
Committee
2 2 13 17 100% remunerazione fissa
Roberta Neri, Amministratore indipendente non esecutivo 2 2 4 100% remunerazione fissa
Adriana Lamberto Floristan, Amministratore indipendente non
esecutivo e membro dell'Audit Committee
2 2 7 10 100% remunerazione fissa
Dirigenti con responsabilità strategiche:* 2.871 1.068 551 4.490
24% remunerazione variabile
76% remunerazione fissa
TOTALE: 47 1.850 2.952 160 4.496 558 225 10.288
*Inclusi Group COO, Group CFO, Heads of Region e Business Unit Managing Directors
MANAGEMENT CON RESPONSABILITÀ STRATEGICHE
Nominativo dell'Amministratore, posizione
Remunerazione fissa
Compenso per
la
partecipazione
ai comitati
Benefici non
monetari
Altri compensi
Totale
Percentuale della
remunerazione fissa e
variabile
CONSIGLIO DI AMMINISTRAZIONE
DIRETTORI CHE HANNO LASCIATO L'INCARICO NEL CORSO DEL 2020
2021 Directors' Report Cementir Holding NV | 105
Stock options assigned to the members of the Board of Directors, to general managers and to the
other Key Executives.
There are no stock-option plans for members of the Board of Directors nor for sake of completeness for the
General Manager, other Key Executives or employees of the Company.
Incentive plans based on financial instruments, other than stock options, for members of the Board of
Directors, General Managers and other Key Executives .
There are no incentive plans based on financial instruments other than stock options (restricted stock,
performance share, share plan, etc.); for the members of the Board of Directors nor for sake of completeness
for the Director General, for the other Key Executives or employees of the Company.
The Group did not grant loans to Directors or Key Executives during the reporting period and did not have
receivables due from them as at 31 December 2021.
The following table shows a comparison of the total remuneration of Directors over the last five years, based
on Cementir Holding N.V. Directors in office as at 31 December 2021. Compensation data are reported for the
last five years although the Cementir Holding N.V. is a Dutch-listed company starting from 2019.
2021
2020
2019
2018
2017
BOARD OF DIRECTORS
Francesco Caltagirone, Chairman of the Board of Directors and CEO
5,213
5,325
5,024
4,751
4,068
Alessandro Caltagirone, Non-Executive Director and Vice-Chairman
10
9
8
9
9
Azzurra Caltagirone, Non-Executive Director and Vice-Chairwoman
10
10
11
11
10
Edoardo Caltagirone, Non- Executive Director
8
10
10
11
10
Saverio Caltagirone, Non- Executive Director
10
10
12
12
11
Fabio Corsico, Non-Executive Director *
270
234
236
210
11
Paolo Di Benedetto, Senior Non-Executive Independent Director,
Member of the Audit Committee and Member of the Remuneration
and Nomination Committee
49
49
72
71
70
Chiara Mancini, Non-Executive Independent Director and
Chairwoman of the Remuneration and Nomination Committee and
Member of the Audit Committee and of the Sustainability Committee
60
60
52
51
52
Veronica De Romanis, Non-Executive Independent Director,
Chairwoman of the Audit Committee and Member of the
Remuneration and Nomination Committee and of the Sustainability
Committee
60
60
52
52
51
COMPANY RESULTS
EBIT
197.8
157.2
151.7
153.2
140.6
Average fixed remuneration of an FTE (€)
58.841
62.915
60.424
57.755
49.364
* Include consulting agreement
2021 Directors' Report Cementir Holding NV | 106
Internal pay ratio
It should be noted that the Cementir Group has offices across the world and, as well known, the geographical
location has a strong impact on the rules and measures of remuneration with a consequent influence on the
following internal pay ratio.
The pay ratio of CEO compensation compared to the average employee compensation during 2021 is 89:1.
In the previous year the ratio was 85:1.
This ratio consists of the CEO’s total direct compensation during 2021 of EUR 5,213 thousand as reported in
the table reporting Total direct compensation, pension and other benefits in this appendix, compared to the
average compensation of all employees. The average compensation of all employees was calculated from the
numbers as reported in Note 24.
The average remuneration of each employee is EUR 58.841 thousand, which represents the total cost of EUR
181,406 thousand for the total 3,083 employees.
CONSOLIDATED FINANCIAL STATEMENTS 2021
Consolidated Financial Statements 2021 Cementir Holding NV | 108
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statement of financial position
(Before profit appropriation)
(EUR'000)
Note
31 December 2021
31 December 2020
ASSETS
Intangible assets with a finite useful life
1
194,474
195,931
Intangible assets with an indefinite useful life (goodwill)
2
317,111
329,776
Property, plant and equipment
3
814,230
817,771
Investment property
4
63,594
79,242
Equity-accounted investments
5
4,988
4,308
Other equity investments
6
257
271
Non-current financial assets
9
282
576
Deferred tax assets
20
50,509
48,770
Other non-current assets
11
3,745
5,003
TOTAL NON-CURRENT ASSETS
1,449,190
1,481,648
Inventories
7
180,298
150,266
Trade receivables
8
170,170
155,065
Current financial assets
9
4,446
2,614
Current tax assets
10
8,559
6,126
Other current assets
11
15,856
23,095
Cash and cash equivalents
12
282,539
413,565
TOTAL CURRENT ASSETS
661,868
750,731
TOTAL ASSETS
2,111,058
2,232,379
EQUITY AND LIABILITIES
Share capital
159,120
159,120
Share premium reserve
35,711
35,711
Other reserves
779,981
759,870
Profit (loss) attributable to the owners of the parent
113,316
102,008
Equity attributable to owners of the Parent
13
1,088,128
1,056,709
Reserves attributable to non-controlling interests
129,750
118,898
Profit (loss) attributable to non-controlling interests
9,679
7,355
Equity attributable to non-controlling interests
13
139,429
126,253
TOTAL EQUITY
1,227,557
1,182,962
LIABILITIES
NON-CURRENT LIABILITIES
Employee benefits
14
32,450
36,822
Non-current provisions
15
28,088
25,871
Non-current financial liabilities
17
221,497
162,469
Deferred tax liabilities
20
138,806
137,595
Other non-current liabilities
19
2,041
2,927
TOTAL NON-CURRENT LIABILITIES
422,882
365,684
Current provisions
15
5,246
4,576
Trade payables
16
281,915
225,937
Current financial liabilities
17
105,864
375,891
Current tax liabilities
18
17,064
17,892
Other current liabilities
19
50,530
59,437
TOTAL CURRENT LIABILITIES
460,619
683,733
TOTAL LIABILITIES
883,501
1,049,417
TOTAL EQUITY AND LIABILITIES
2,111,058
2,232,379
Consolidated Financial Statements 2021 Cementir Holding NV | 109
Consolidated income statement
(EUR'000)
Note
2021
2020
REVENUE
21
1,359,976
1,224,793
Change in inventories
7
14,733
(14,436)
Increase for internal work
22
9,260
6,417
Other income
22
29,751
16,025
TOTAL OPERATING REVENUE
1,413,720
1,232,799
Raw materials costs
23
(566,468)
(461,195)
Personnel costs
24
(181,406)
(188,430)
Other operating costs
25
(354,894)
(319,434)
EBITDA
310,952
263,740
Amortisation and depreciation
26
(109,571)
(104,223)
Additions to provision
26
(3,234)
(990)
Impairment losses
26
(364)
(1,354)
Total amortisation, depreciation, impairment losses and
provisions
(113,169)
(106,567)
EBIT
197,783
157,173
Share of net profits of equity-accounted investees
27
818
571
Financial income
27
5,891
12,303
Financial expense
27
(18,849)
(23,519)
Net exchange rate losses
27
(13,657)
(3,970)
Net financial income (expense)
27
(26,615)
(15,186)
NET FINANCIAL INCOME (EXPENSE) AND SHARE OF
NET PROFITS OF EQUITY-ACCOUNTED INVESTEES
(25,797)
(14,615)
PROFIT (LOSS) BEFORE TAXES
171,986
142,558
Income taxes
28
(48,991)
(33,195)
PROFIT FROM CONTINUING OPERATIONS
122,995
109,363
PROFIT (LOSS) FOR THE YEAR
122,995
109,363
Attributable to:
Non-controlling interests
9,679
7,355
Owners of the Parent
113,316
102,008
(EUR)
Earnings per ordinary share
Basic earnings per share
29
0.724
0.641
Diluted earnings per share
29
0.724
0.641
(EUR)
Earnings per ordinary share from continuing operations
Basic earnings per share
29
0.724
0.641
Diluted earnings per share
29
0.724
0.641
Consolidated Financial Statements 2021 Cementir Holding NV | 110
Consolidated statement of comprehensive income
(EUR'000)
Note
2021
2020
PROFIT (LOSS) FOR THE YEAR
122,995
109,363
Other components of comprehensive income:
Items that will never be reclassified to profit or loss for the year:
Net actuarial gains (losses) on post-employment benefits
30
2,854
580
Taxes recognised in equity
30
(708)
(206)
Total items that will never be reclassified to profit or loss
2,146
374
Items that may be reclassified to profit or loss for the year:
Foreign currency translation differences - foreign operations
30
(32,370)
(80,298)
Profit (losses) on derivatives
30
3,017
6,643
Taxes recognised in equity
30
(321)
(1,334)
Total items that may be reclassified to profit or loss
(29,674)
(74,989)
Total other comprehensive expense, net of tax
(27,528)
(74,615)
TOTAL COMPREHENSIVE INCOME (EXPENSE) FOR THE YEAR
95,467
34,748
Attributable to:
Non-controlling interests
15,955
(5,404)
Owners of the Parent
79,512
40,152
Consolidated Financial Statements 2021 Cementir Holding NV | 111
Consolidated statement of changes in equity
(EUR'000)
Note
Share
capital
Share
premium
reserve
Other reserves
Profit
(loss)
attributable
to the
owners of
the parent
Equity
attributable
to the
owners of
the parent
Profit
(loss)
attributable
to non-
controlling
interests
Reserves
attributable
to non-
controlling
interests
Equity
attributable
to non-
controlling
interests
Total
Equity
Legal
reserve
Translation
reserve
Hedge
reserve
Retained
earnings
Equity at 1 January 2021
13
159,120
35,710
-
(648,715)
(393)
1,408,979
102,008
1,056,709
7,355
118,898
126,253
1,182,962
Allocation of 2020 profit (loss)
-
-
-
-
-
102,008
(102,008)
-
(7,355)
7,355
-
-
Distribution of 2020 dividends
-
-
-
-
-
(21,922)
-
(21,922)
-
(2,680)
(2,680)
(24,602)
Treasury share purchase
-
-
-
-
-
(24,772)
-
(24,772)
-
-
-
(24,772)
Total transactions with investors
-
-
-
-
-
55,314
(102,008)
(46,694)
(7,355)
4,675
(2,680)
(49,374)
Profit (loss) for the year
-
-
-
-
-
-
113,316
113,316
9,679
-
9,679
122,995
Change in translation reserve
30
-
-
-
(38,606)
-
-
-
(38,606)
-
6,236
6,236
(32,370)
Net actuarial gains
30
-
-
-
-
-
2,079
-
2,079
-
67
67
2,146
Gain on derivatives
30
-
-
-
-
2,656
-
-
2,656
-
40
40
2,696
Other comprehensive income
(expense)
-
-
-
(38,606)
2,656
2,079
-
(33,871)
-
6,343
6,343
(27,528)
Total comprehensive income
(expense)
30
-
-
-
(38,606)
2,656
2,079
113,316
79,445
9,679
6,343
16,022
95,467
Change in other reserves
-
-
-
-
-
(1,332)
-
(1,332)
-
(166)
(166)
(1,498)
Total other transactions
-
-
-
-
-
(1,332)
-
(1,332)
-
(166)
(166)
(1,498)
Equity at 31 December 2021
13
159,120
35,710
-
(687,321)
2,263
1,465,040
113,316
1,088,128
9,679
129,750
139,429
1,227,557
Consolidated Financial Statements 2021 Cementir Holding NV | 112
(EUR'000)
Note
Share
capital
Share
premium
reserve
Other reserves
Profit
(loss)
attributable
to the
owners of
the parent
Equity
attributable
to the
owners of
the parent
Profit
(loss)
attributable
to non-
controlling
interests
Reserves
attributable
to non-
controlling
interests
Equity
attributable
to non-
controlling
interests
Total
Equity
Legal
reserve
Translation
reserve
Hedge
reserve
Retained
earnings
Equity at 1 January 2020
13
159,120
35,710
-
(580,956)
(5,737)
1,352,921
83,569
1,044,627
6,860
130,080
136,940
1,181,567
Allocation of 2019 profit
-
-
-
-
-
83,569
(83,569)
-
(6,860)
6,860
-
-
Distribution of 2019 dividends
-
-
-
-
-
(22,277)
-
(22,277)
-
(8,625)
(8,625)
(30,902)
Treasury share purchase
-
-
-
-
-
(4,543)
-
(4,543)
-
-
-
(4,543)
Total transactions with investors
-
-
-
-
56,749
(83,569)
(26,820)
(6,860)
(1,765)
(8,625)
(35,445)
Profit (loss) for the year
-
-
-
-
-
-
102,008
102,008
7,355
-
7,355
109,363
Change in translation reserve
30
-
-
-
(67,759)
-
-
-
(67,759)
-
(12,539)
(12,539)
(80,298)
Net actuarial gains
30
-
-
-
-
-
559
-
559
-
(185)
(185)
374
Gain on derivatives
30
-
-
-
-
5,344
-
-
5,344
-
(35)
(35)
5,309
Other comprehensive income
(expense)
-
-
-
(67,759)
5,344
559
-
(61,856)
-
(12,759)
(12,759)
(74,615)
Total comprehensive income
(expense)
30
-
-
-
(67,759)
5,344
559
102,008
40,152
7,355
(12,759)
(5,404)
34,748
Change in other reserves
-
-
-
-
-
(1,250)
-
(1,250)
-
3,342
3,342
2,092
Total other transactions
-
-
-
-
-
(1,250)
-
(1,250)
-
3,342
3,342
2,092
Equity at 31 December 2020
13
159,120
35,710
-
(648,715)
(393)
1,408,979
102,008
1,056,709
7,355
118,898
126,253
1,182,962
* For 2019 financial statements the exposure of the Legal Reserve has been reclassified to retained earnings to be consistent with the separate financial statement. As part of the transformation from Cementir
Holding SpA to Cementir Holding N.V. on 5 October 2019, Management aligned the equity composition.
-
Consolidated Financial Statements 2021 Cementir Holding NV | 113
Consolidated statement of cash flows
(EUR'000)
Note
31 december
31 december
2021
2020
Profit/(loss) for the year
122,995
109,363
Amortisation and depreciation
26
109,571
104,223
Net Reversals of impairment losses
(10,723)
(5,115)
Share of net profits of equity-accounted investees
27
(818)
(571)
Net financial income (expense)
27
26,615
15,186
Gains on disposals
(2,047)
1,204
Income taxes
28
48,991
33,195
Change in employee benefits
(1,378)
1,070
Change in provisions (current and non-current)
4,450
(12,440)
Operating cash flows before changes in working capital
297,656
246,115
(Increase) decrease in inventories
(34,566)
22,098
(Increase) decrease in trade receivables
(30,235)
(5,541)
Increase (decrease) in trade payables
69,720
7,500
Change in other non-current and current assets and liabilities
(2,303)
17,291
Change in current and deferred taxes
(9,894)
(2,988)
Operating cash flows
290,378
284,475
Dividends collected
145
-
Interest collected
2,018
3,337
Interest paid
(8,581)
(12,620)
Other net income (expense) collected (paid)
(17,852)
(3,078)
Income taxes paid
(47,125)
(37,898)
CASH FLOWS FROM OPERATING ACTIVITIES (A)
218,983
234,216
Investments in intangible assets
(2,472)
(6,847)
Investments in property, plant and equipment
(79,214)
(51,609)
Acquisitions, net of cash and cash equivalents acquired
(3,790)
-
Proceeds from the sale of intangible assets
2
95
Proceeds from the sale of property, plant and equipment
4,647
3,229
Proceeds from the sale of equity investments and non-current securities
-
-
Proceeds from assets sold net of cash
-
-
Change in non-current financial assets
(53)
670
Change in current financial assets
8,210
(5,745)
Other changes in investing activities
-
-
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES (B)
(72,670)
(60,207)
Change in non-current financial liabilities
17
62,022
(13,505)
Change in current financial liabilities
17
(290,610)
(37,476)
Dividends distributed
(24,665)
(30,906)
Other changes in equity
13
(31,149)
2,359
CASH FLOWS USED IN FINANCING ACTIVITIES (C)
(284,402)
(79,528)
NET EXCHANGE RATE PROFIT (LOSSES) ON CASH AND CASH
EQUIVALENTS (D)
7,063
(11,864)
NET CHANGE IN CASH AND CASH EQUIVALENTS (A+B+C+D)
(131,026)
82,617
Opening cash and cash equivalents
12
413,565
330,948
Closing cash and cash equivalents
12
282,539
413,565
Consolidated Financial Statements 2021 Cementir Holding NV | 114
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
General information
On 28 June 2019, the Extraordinary Shareholders' Meeting approved the transformation of the company
Cementir Holding SpA from a joint-stock company under Italian law into a Naamloze Vennootschap under
Dutch law, consequent to the transfer of the registered office to Amsterdam (36, Zuidplein, 1077 XV). The
transfer and transformation process was completed on 5 October 2019.
On that date the Board of Directors resolved to establish an operational and secondary headquarters in Rome,
at Corso Francia 200. The company's tax residence remained in Italy. As part of this transformation,
Management aligned the equity composition from the Italian Law requirements with the Dutch Civil Code
requirements.
The company remained listed on the STAR segment of the Milan Stock Exchange.
Cementir Holding NV (the “Parent”) and its subsidiaries make up the Cementir Holding Group (the “Group”),
mainly active in the cement and ready-mixed concrete sector in Italy and around the world.
At 31 December 2021 shareholders holding shares exceeding 3% of share capital, as indicated in the book of
shareholders, from communications received pursuant to Art. 5:28 of Financial Supervision Act and other
information available, are:
1) Francesco Gaetano Caltagirone – 104,867,753 shares (65.905%). The shareholding is held as follows:
- Direct ownership of 1,327,560 shares (0.834%)
- Indirect ownership through the companies:
• Calt 2004 Srl – 47,860,813 shares (30.078%)
• Caltagirone SpA – 22,820,015 shares (14.341%)
• FGC SpA – 17,585,562 shares (11.052%)
• Gamma Srl – 5,575,220 shares (3.504%)
• Pantheon 2000 SpA – 4,466,928 shares (2.807%)
• Capitolium Srl – 2,604,794 shares (1.637%)
• Ical 2 Spa - 1,000,000 shares (0.628%)
• SO.CO.GE.IM Spa - 500,000 shares (0.314%)
• Compagnia Gestioni Immobiliare Srl - 500,000 shares (0.314%)
• Porto Torre Spa - 350,000 shares (0.220%)
• INTERMEDIA Srl - 270,000 shares (0.170%)
• Vianini Lavori SpA – 6,861 shares (0.004%)
2) Francesco Caltagirone – 8,520,299 shares (5.355%). The above investment is held indirectly through the
company Chupas 2007 Srl for 8,520,299 shares (5.355%).
On 9 March 2022, the Board of Directors approved these consolidated financial statements at
31 December 2021. The consolidated financial statements were authorised for issue by the Board of Directors
on 10 March 2022.
Consolidated Financial Statements 2021 Cementir Holding NV | 115
Cementir Holding N.V. is included line-by-line in the consolidated financial statements of the direct parent
company Caltagirone SpA, available on the website of Caltagirone Group. At the date of preparation of these
consolidated financial statements, the ultimate Parent is FGC SpA due to the shares held via its subsidiaries.
The consolidated financial statements at 31 December 2021 include the financial statements of the Parent and
its subsidiaries. The financial statements of the individual companies at the same date prepared by their directors
were used for the consolidation, in accordance with uniform accounting policies.
Going Concern
The financial statement of the Group has been prepared on the basis of the going concern assumption.
Covid-19
During 2020, the Covid-19 lockdowns in countries where the Group operates led to difficulties in sourcing
alternative raw materials and fuels and the need to reorganise the timing of related investments, with a slight
negative effect on the reduction of the average emissions per tonne. However, in the 2020 financial statements,
based on the assessments made by management, no write-downs of current and non-current assets or
provisions for risks were reported as a consequence of the Covid-19 pandemic.
During 2021, global economic activity gradually regained momentum as the effects of the Covid-19 pandemic
eased due to the effectiveness of the vaccination campaign, particularly in OECD countries, and other
measures to contain the virus, which allowed the economy to gradually reopen and people to become more
mobile. The expansive monetary policies adopted by central banks and substantial fiscal stimulus measures
introduced by governments have supported consumption and investment. In this respect, the recovery of
demand and the full operation of the factories allowed the Group to make a significant recovery. Indeed, the
2021 results show a general increase in sales volumes and corresponding revenues. For details, see the
Group performance section in the Report on Operations.
In the 2021 financial statements, there were no significant costs, write-downs of current and non-current assets
or provisions for risks as a consequence of the Covid-19 pandemic.
Looking to the future, the main risks to the Group's financial performance are related to the possibility of the
spread of new vaccine-resistant variants of the virus, as well as the resurgence of inflation driven by the
increase in raw material costs as the ultimate effect of the monetary/fiscal policies adopted to boost the
economies affected by the pandemic. However, information available to date indicates a general improvement
in the pandemic situation. This, together with the Group's proven ability to manage the most acute phase of
the pandemic in 2020, makes it possible to consider the short- and long-term effects that the pandemic situation
may have on the Group's performance and its ability to operate in the near future as limited.
Government support measures
During 2021, the Group did not benefit from any significant government support measures.
Climate Change
The cement industry's ability to reduce its CO2 emissions and respond to climate change has become a focal
point for investors. The Group monitors the risks and opportunities arising from the evolution of transition
scenarios and the evolution of physical variables.
Physical variables are divided between two categories of risk:
▪ Acute: related to the occurrence of extreme weather conditions such as cyclones, hurricanes or floods.
Acute physical phenomena, in the various cases, are characterised by considerable intensity and a
Consolidated Financial Statements 2021 Cementir Holding NV | 116
frequency of occurrence that is not high in the short term, but which, considering long-term scenarios,
sees a clear upward trend;
▪ Chronic: refers to gradual and long-term changes in climate patterns (e.g., sustained high
temperatures) that can cause sea-level rises or chronic heat waves.
With regard to the energy transition process, towards a progressive reduction of carbon emissions, there are
risks and opportunities linked to changes in the regulatory, technological, market and reputational context.
The Group has decided to clearly represent the types of risk by indicating how each one is managed. The
effects were assessed over three time horizons: the short term (1-3 years), linked to the implementation of the
Business Plan; the medium term until 2030, in which it will be possible to see the effects of the energy
transition; the long term until 2050, by which the Group is committed to achieving net-zero emissions
throughout its value chain.
For more details on the risks identified and their impact on the Group, please see the "climate change" section
in the Report on Operations. In addition, please see the "Use of estimates" section for more details on the
impact of climate change on business estimates and valuations.
It should also be noted that the analysis carried out did not reveal any uncertainty factors that could lead to
significant adjustments to the company's estimates in the short/medium term.
Statement of compliance with the IFRS
These consolidated financial statements at 31 December 2021 have been prepared in accordance with
International Financial Reporting Standards as adopted by the European Union (EU-IFRSs) and with Section
2:362(9) of the Dutch Civil Code.
Certain parts of this annual report contain alternative indicators that are not financial performance or liquidity
indicators under IFRS. These are commonly referred to as alternative (non-IFRS) performance indicators and
include items such as earnings before interest, taxes, depreciation and amortisation (EBITDA) and earnings
before income tax (EBIT). The Company calculates EBITDA before provisions.
Basis of presentation
The consolidated financial statements at 31 December 2021 are presented in euros, the Parent’s functional
currency. All amounts are expressed in thousands of euros, unless indicated otherwise. The consolidated
financial statements consist of a statement of financial position, an income statement, a statement of
comprehensive income, a statement of changes in equity, a statement of cash flows and these notes. The Group
has opted to present these statements as follows:
- the statement of financial position presents current and non-current assets and liabilities separately;
- the income statement classifies costs by nature;
- the statement of comprehensive income presents the effect of gains and losses recognised directly in equity,
starting from the profit or loss for the year;
- the statement of cash flows is presented using the indirect method.
The general criterion adopted is the historical cost method, except for items recognised and measured at fair value
based on specific IFRS, as described below in the section on accounting policies.
The IFRS have been applied consistently with the guidance provided in the “Framework for the preparation and
presentation of financial statements”. The Group was not required to make any departures as per IAS 1.19.
Consolidated Financial Statements 2021 Cementir Holding NV | 117
In the financial statements, in addition to those specifically requested by IAS 1 and the other standards, when
material, so as to show transactions with related parties separately or, in the case of the income statement, profits
and losses on non-recurring or unusual transactions.
The Parent Cementir Holding N.V. has also prepared its separate financial statements at 31 December 2021 in
accordance with EU-IFRS and with Section 2:362(9) of Dutch Civil Code, as defined above.
Standards and amendments to standards adopted by the Group
a) As of 1 January 2021, the Group has adopted the following new accounting standards:
• Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest Rate Benchmark Reform -
Phase 2, the EU endorsement of which took place on 13 January 2021 with Regulation 25. The aim
of the document is to modify the existing standards impacted by the reform to include some practical
expedients and facilities to limit the accounting impacts resulting from the reform of IBORs.
• Amendments to IFRS 4 Contracts - deferral of IFRS 9, the EU endorsement of which took place on
16 December 2020 with Regulation 2097. The objective of the document is to clarify some application
aspects of IFRS 9 pending the final application of IFRS 17.
The adoption of the new standards applicable from 1 January 2021 did not have any significant effects.
b) Standards and interpretations of standards applicable for the financial years starting after 2021 and not
adopted in advance by the Group:
• Amendments to IFRS 3 Business Combinations; IAS 16 Property, Plant and Equipment; IAS 37
Provisions, Contingent Liabilities and Contingent Asset; and Annual Improvements 2018-2020 with
the aim of making some specific improvements to these standards. This document, which was adopted
by the European Union in Regulation No. 1080 of 28 June 2021, is applicable for financial years
beginning on or after 1 January 2022.
• On 18 May 2017, the IASB published the new IFRS 17 Insurance Contracts standard, which replaces
the current IFRS 4. The new standard on insurance contracts aims to increase transparency on the
sources and quality of profits made and to ensure high comparability of results, introducing a single
revenue recognition principle that reflects the services provided. In addition, on 25 June 2020, the
IASB published the document "Amendments to IFRS 17" which includes some amendments to IFRS 17
and the deferral of the entry into force of the new accounting standard to 1 January 2023.
• On 31 March 2021, the IASB published the document 'Amendments to IFRS 16 Leases: Covid 19-
Related Rent Concessions beyond 30 June 2021", which amended IFRS 16 Leases to extend the
practical expedient introduced by “Leases Covid 19-Related Rent Concessions” issued on
28 May 2020 relating to the accounting by lessees for rent concessions obtained as a result of the
COVID-19 pandemic for a further twelve months until 30 June 2022. This practical expedient is
optional, does not apply to lessors, and allows lessees not to account for rent concessions (suspension
of rent, deferral of lease payments due, reductions in rent for a period of time, possibly followed by
increases in rent in future periods) as lease modifications if they are a direct result of the COVID-19
pandemic and meet certain conditions. The amendments to IFRS 16 relating to the 2021 amendment
are effective for annual periods beginning on or after 1 April 2021, but early application is permitted
for annual periods before that date for which publication has not yet been authorised.
• On 12 February 2021, the IASB published “Amendments to IAS 1 Presentation of Financial
Statements and IFRS Practice Statement 2: Disclosure of Accounting policies”, with the aim of
improving the information provided about the accounting policies and measurement criteria adopted
in order to provide users of the financial statements with more useful information. The amendments
Consolidated Financial Statements 2021 Cementir Holding NV | 118
are applicable to annual reporting periods beginning on or after 1 January 2023. Early application is
permitted. The endorsement process is still in progress.
• On 12 February 2021, the IASB published Amendments to IAS 8 Accounting Policies, Changes in
Accounting Estimate and Errors: Definition of Accounting Estimates", with the aim of distinguishing
changes in accounting policies from changes in accounting estimates. The amendments are
applicable to annual reporting periods beginning on or after 1 January 2023. Early application is
permitted. The endorsement process is still in progress.
The potential impact of the amendments to be applied in the future on the Group’s financial reports is currently
being studied and assessed.
c) Accounting standards, amendments and interpretations not yet approved by the European Union:
At the date of approval of these consolidated financial statements, the IASB has issued certain standards,
interpretations and amendments that the European Union has yet to endorse, some of which are still at the
discussion stage. They include:
• On 23 January 2020, the IASB published some amendments to IAS 1. The document “Presentation
of Financial Statements: Classification of Liabilities as Current or Non-current” requires that a liability
be classified as current or non-current based on the rights existing at the reporting date. In addition, it
states that the classification is not affected by the entity's expectation that it will exercise its right to
defer settlement of the liability. Finally, it clarifies that such settlement consists of the transfer of cash,
equity instruments, other assets or services to the counterparty. The amendments were initially
expected to become effective on 1 January 2022, however, the IASB, in a second document published
on 15 July 2020 entitled "Classification of Liabilities as Current or Non-current - Deferral of Effective
Date", deferred their effective date to 1 January 2023. Early application is permitted. At the reference
date of these financial statements, the endorsement process was still in progress.
• On 7 May 2021, the IASB published the document “Amendments to IAS 12 Income Taxes: Deferred
Tax related to Assets and Liabilities arising from a Single Transaction”. The amendments require
drafters of financial statements to recognise deferred taxes on transactions that give rise to an
equivalent amount of taxable and deductible temporary differences on initial recognition. The
amendments are effective for financial years beginning on or after 1 January 2023. Early application
is permitted. The endorsement process is still in progress.
• On 10 December 2021, the IASB published the amendment to the transitional provision of IFRS 17
“Initial Application of IFRS 17 and IFRS 9 – Comparative Information”. The amendment provides
insurers with an option with the aim of improving the relevance of the information to be provided to
investors during the initial application of the new standard.
The potential impact of the accounting standards, amendments and interpretations to be applied in the future
on the Group’s financial reports is currently being studied and assessed.
The standards or amendments introduced are not expected to have a material impact on the Group's
consolidated financial statements.
Consolidated Financial Statements 2021 Cementir Holding NV | 119
Basis of consolidation
Consolidation scope
A list of the companies included in the scope of consolidation at 31 December 2021 is provided in annex 1.
Business combinations
The Group accounts for business combinations using the acquisition method when control is transferred to the
Group. The consideration transferred in the acquisition is generally measured at fair value, as are the
identifiable net assets acquired. Any goodwill (component of the purchase price in excess of the sum of the
market values of the assets acquired and liabilities assumed in a business combination) that arises is tested
annually for impairment. Any gain on a bargain purchase is recognised in profit or loss immediately.
Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities.
The consideration transferred does not include amounts related to the settlement of pre-existing relationship.
Such amounts are generally recognised in profit or loss.
Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay
contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not
remeasured and settlement is accounted for within equity. Otherwise, other contingent consideration is
remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent
consideration are recognised in profit or loss.
If share-based payment awards (replacement awards) are required to be exchanged for awards held by the
acquiree’s employees (acquiree’s awards), then all or a portion of the amount of the acquirer’s replacement
awards is included in measuring the consideration transferred in business combination. This determination is
based on the market-based measure of the replacement awards compared with the market-based measure of
the acquiree’s awards and the extent to which the replacement awards relate to pre-combination service.
Transactions under common control and with owners
For transactions under common control, the Group applies the book value method of accounting.
Under the book value method of accounting, such transactions are recognised on the basis of the economic
substance of the operation, i.e. a significant influence on the future cash flows of the net assets transferred for
the entities concerned. Where the transaction is with owners, the difference between the transfer value and
the carrying amounts of the transferred business is a transaction to be recognised, depending on the
circumstances, as a contribution or distribution of equity of the entities involved in the transaction.
Subsidiaries
The scope of consolidation includes the Parent, Cementir Holding NV, and the companies over which it has
direct or indirect control. Subsidiaries subject to direct or indirect control include companies for which the Group
is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect
those returns through its power over the investee. The existence of potential voting rights is considered when
determining whether control exists.
Subsidiaries are consolidated from the date on which control is obtained until when control ceases to exist.
The financial statements used for consolidation purposes have a reporting date of 31 December, i.e., the same
as that of the consolidated financial statements. They are usually prepared specifically for the purpose and
approved by the directors of the individual companies and adjusted, when necessary, to comply with the
Parent’s accounting policies.
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Consolidation criteria
Subsidiaries are consolidated line-by-line. The criteria adopted for line-by-line consolidation are as follows:
- assets, liabilities, expense and income are consolidated line-by-line, attributing to non-controlling interests
(when they exist) their share of equity and profit (loss) for the year, which is presented separately under
equity and in the consolidated statement of comprehensive income;
- business combinations where the Parent acquires control of an entity are recognised using the acquisition
method. The purchase cost is given by the fair value of the transferred assets, the liabilities assumed and
equity instruments issued as at the acquisition date. The acquired assets, liabilities and contingent
liabilities are recognised at fair value as at the date of acquisition. The difference between the purchase
cost and the fair value of the acquired assets and liabilities is recognised as goodwill, if positive, or directly
as income in the income statement, if negative;
- intragroup transactions and balances, including any unrealised profits with third parties arising on
transactions with group companies, are eliminated, net of the related tax effect, if material. Unrealised
losses are not eliminated if the transaction provides evidence of an impairment of the transferred asset;
- gains or losses on the sale of investments in consolidated companies are recognised in equity attributable
to the owners of the Parent as owner transactions for the difference between the sales price and the related
share of equity sold. If the sale leads to the loss of control and, therefore, the exclusion of the investee
from the scope of consolidation, the difference between the sales price and the related share of equity is
recognised as a gain or loss in the income statement.
Interests in joint arrangements
A joint arrangement is an agreement whereby two or more parties contractually have joint control of an
“arrangement”, i.e. when decisions about the relevant activities require the unanimous consent of the parties
sharing control.
As regards the method of measurement and recognition in the financial statements, IFRS 11 sets out different
approaches for:
- Joint Operations (JO): a joint arrangement whereby the parties that have joint control of the arrangement
have rights to the assets, and obligations for the liabilities, relating to the arrangement.
- Joint Ventures (JV): a joint arrangement whereby the parties that have joint control of the arrangement have
rights to the net assets of the arrangement.
The formulation of IFRS 11 as regards the distinction between JO and JV therefore depends upon the rights
and obligations of the co-venturer in the joint arrangement, i.e. the substance of the arrangement and not its
legal form.
As regards the presentation in the consolidated financial statements of JVs, IFRS 11 only requires then to be
measured using the equity method, as described below.
As regards JOs, since the parties to the arrangement share the rights to the assets and assume the obligations
for liabilities connected to the agreement, IFRS 11 requires each joint operator to recognise the pro-rata value
of its share of the assets, liabilities, revenues and expense of the JO.
Associates
Associates are entities over which the Group has significant influence, which is assumed to exist when the
investment is between 20% and 50% of the voting rights.
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Investments in associates are measured using the equity method and are initially recognised at cost.
The equity method may be described as follows:
- the carrying amount of the investments equals the Group’s share of the investees’ equity and includes the
recognition of any greater value attributable to the assets and liabilities and any goodwill identified at the
acquisition date;
- the Group’s share of profits or losses is recognised from the date that significant influence, or joint control,
commences and until such significant influence or joint control ceases to exist. If an equity-accounted
investee has a deficit due to losses, the carrying amount of the investment is cancelled and any remainder
attributed to the Group, where the Group has a constructive or legal obligation to cover such losses, is
recognised in a specific provision. Changes in the equity of the equity-accounted investee not related to its
profit or loss for the year are offset directly against reserves;
- unrealised significant gains and losses on transactions between the Parent/subsidiaries and equity-
accounted investees are eliminated to the extent of the Group’s investment therein; unrealised losses are
eliminated, unless they represent an impairment loss.
Accounting policies
Intangible assets
Intangible assets are identifiable, non-monetary assets without physical substance. They are a resource,
controlled by an entity, from which future economic benefits are expected to flow. They are recognised at cost,
including any directly related costs necessary for the asset to be available for use.
Upon initial recognition, the Group determines the asset’s useful life. An intangible asset is regarded as having
an indefinite useful life when, based on an analysis of all of the relevant factors, there is no foreseeable limit
to the period over which the asset is expected to generate cash inflows for the Group. Useful life is reviewed
annually and any changes, if necessary, are applied prospectively.
An intangible asset is derecognised on disposal or when no future economic benefits are expected from its
use and the gain or loss (calculated as the difference between the net disposal proceeds and the carrying
amount of the asset) is recognised in the income statement in the year of its derecognition.
Intangible assets with a finite useful life are recognised net of accumulated amortisation and any impairment losses
determined using the methods set out below. Amortisation begins when the asset is available for use and is
allocated systematically over its residual useful life. Amortisation is determined in the period in which the intangible
asset becomes available for use when it actually becomes available for use.
The estimated useful life of the main items of intangible assets with a finite useful life is reported below:
Useful life intangible assets
finite useful life (years)
- Development expenditure
5
- Concessions, licences and trademarks
4-18-30
- Other intangible assets, of which:
5-22
- Customer list
15-20
- Contracts for the exclusive exploitation of quarries
30
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Intangible assets with an indefinite useful life are those assets for which, based on an analysis of all the relevant
factors, there is no foreseeable limit to the period over which the asset is expected to generate inflows for the
Group. They are initially recognised at cost, determined using the same methods indicated above for intangible
assets with a finite useful life. They are not amortised but are tested for impairment annually or more frequently,
if specific events suggest that they may be impaired, using the methods set out below for goodwill. Any
impairment losses are reversed when the reasons therefore no longer exist.
Goodwill [intangible assets with an indefinite useful life]
In the case of an acquisition of a subsidiary, the acquired identifiable assets, liabilities assumed and contingent
liabilities are recognised at their fair value as at the date of acquisition. Any positive difference between the purchase
cost and the Group’s share of fair value of these assets and liabilities is recognised as goodwill under intangible
assets; goodwill is allocated to the CGU related to the acquisition. Any negative difference (negative goodwill) is
recognised in the income statement at the acquisition date. Goodwill is not amortised after initial recognition but is
tested for impairment annually or more frequently whenever there is an indication that it may be impaired.
Impairment losses on goodwill are not reversed.
Emission rights
In relation to atmospheric emission rights (or CO
2
), it should be noted that the accounting treatment of
atmospheric emission rights (CO
2
) is not expressly governed by IFRS. In relation to emission rights, the initial
accounting among intangible assets takes place at cost. At the end of each reporting period, if production requires
a greater number of CO
2
allowances than those available in the register, the Group sets up a provision for risks
and charges for the fair value of the number of allowances to be purchased subsequently on the market.
Property, plant and equipment
Property, plant and equipment are recognised at their acquisition or construction cost, including directly
attributable costs required to make the asset ready for the use for which it was purchased, increased by the
present value of the estimated cost of dismantlement or removal of the asset, if the Group has an obligation in
this sense.
Borrowing costs directly attributable to the acquisition, construction or production of an asset are capitalised as
part of the asset’s cost until the asset is ready for its intended use or sale.
Ordinary and/or regular maintenance and repair costs are expensed when incurred. Costs to extend, upgrade
or improve group-owned assets or assets owned by third parties are capitalised only when they meet the
requirements for their separate classification as assets or a part of an asset, using the component approach.
Property, plant and equipment are recognised net of accumulated depreciation and impairment losses. Depreciation
is calculated on a straight-line basis over the asset’s estimated useful life, which is reviewed annually. Any necessary
changes to its useful life are applied prospectively. Quarries are depreciated considering the quantities extracted in the
period compared to the quantity extractable over the quarry’s useful life (extracted/extractable criterion). When the
Group has a specific commitment to do so, it recognises a provision for site restoration costs.
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The estimated useful life of the main items of property, plant and equipment is reported below:
Useful life of
property, plant and equipment
Quarries
Extracted/extractable
Production plants
10-20 years
Other plants (not production):
- Industrial buildings
18-20 years
- Light construction
10 years
- Generic or specific plant
8 years
- Sundry equipment
4 years
- Transport vehicles
5 years
- Office machines and equipment
5 years
The above time brackets, which show the minimum and maximum number of years, reflect the existence of
components with different useful lives in the same asset category.
Land, whether free of construction or part of civil or industrial buildings, is not depreciated as it has an indefinite
useful life.
If the asset to be depreciated consists of separate identifiable components with different useful lives, they are
depreciated separately using the component approach.
Property, plant and equipment are derecognised at the time of sale or when no future economic benefits are
expected from their use. The related gain or loss (calculated as the difference between the net disposal proceeds
and related carrying amount) is recognised in the income statement in the year of derecognition.
Leases
Identifying a lease
The company checks whether a contract contains a lease at the inception date (the earlier of the date of the
lease agreement and the date of commitment by the parties to the terms of the contract) and subsequently
each time the terms and conditions of the contract are changed. A contract is, or represents, a lease if the
contract conveys the right to control the use of an identified asset for a period of time in exchange for
consideration. To assess whether a contract contains or represents a lease, the company:
• assesses whether it has the right to obtain substantially all of the economic benefits from use of the
asset throughout the period of use;
• verifies whether the contract refers to the use of a specified asset, explicitly or implicitly, physically
distinct or representing substantially all the capacity of a physically distinct asset. If the supplier has the
substantive substitution right, the asset is not identified;
• verifies whether it has the right to direct the use of the asset. The company maintains that it has this
right when it has the rights to make the most significant decisions to change the method and purpose of using
the asset.
For contracts containing more than one lease and non-lease component and therefore falling under other
accounting standards, the individual components to which the respective accounting standards apply must be
separated out.
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The lease term begins when the lessor makes the asset available to the lessee (commencement date) and is
determined by reference to the non-cancellable period of the contract, i.e. the period during which the parties
have legally enforceable rights and obligations, also including rent-free periods. The term can be extended by:
• the periods covered by an option to renew the contract (“renewal option”), when the company is
reasonably certain that it will exercise that option;
• the periods after the date of termination (“termination option”), when the company is reasonably certain
that it will not exercise that option.
Termination options held only by the lessor are not considered.
The reasonable certainty of whether or not to exercise an option to extend or terminate the contract is verified
by the company on the commencement date, considering all the facts and circumstances that give rise to an
economic incentive to exercise or not to exercise the option, and is subsequently reviewed whenever
significant events occur or changes in circumstances that could affect the decision, which are under the control
of the company.
It should be noted that the group has not used the practical expedient introduced by the amendment to IFRS
16 relating to the accounting by lessees for rent concessions obtained as a result of the Covid-19 pandemic.
Lease accounting
At the effective date of the lease, the company recognises the right of use (RoU) asset and the lease liability.
The right of use asset is initially measured at cost, including the amount of the initial measurement of the lease
liability, adjusted for lease payments made on or before the commencement date, plus any initial direct costs
incurred and an estimate of the costs to be incurred by the lessee for the dismantlement and removal of the
underlying asset or restoring the underlying asset or the site where it is located, net of any lease incentives
received.
The lease liability is measured at the present value of the lease payments that are not paid at that date. For
discounting purposes, the company uses the implicit interest rate of the lease when possible - and if it can be
inferred from the contract - or alternatively the incremental borrowing rate (IBR). The lease payments included
in the measurement of the liability include fixed payments, variable payments that depend on an index or rate,
amounts expected to be paid as a residual value guarantee, the exercise price of a purchase option (which
the company has reasonable certainty that it will exercise), payments due during an optional renewal period
(if the company is reasonably certain that it will exercise the renewal option) and penalties for early termination
(unless the company is reasonably certain that it will not terminate the lease early).
Subsequently, the right of use asset is amortised on a straight-line basis over the entire term of the contract,
unless the contract provides for the transfer of ownership at the end of the lease term or the cost of the lease
reflects the fact that the lessee will exercise the purchase option. In the latter case, the amortisation periodo
must be the shorter of the useful life of the asset and the term of the contract. The estimated useful lives of
right of use assets are calculated according to the same approach applied to the associated asset. In addition,
the value of the right of use asset is reduced by any impairment losses and adjusted to reflect the re-
measurement of the lease liability.
Subsequent to initial measurement at the commencement date, lease liabilities are measured at amortised
cost using the effective interest criterion and is remeasured in the event of a change in future lease payments
deriving from a change in the index or rate, in the event of a change in the amount that the company expects
to pay as a residual value guarantee or when the company changes its measurement as a result of the exercise
or non-exercise of a purchase, extension or termination option. When the lease liability is remeasured, the
Consolidated Financial Statements 2021 Cementir Holding NV | 125
lessee makes a corresponding change to the right of use asset. If the carrying amount of the right of use asset
is reduced to zero, the change is recognised in profit/(loss) for the period.
In the statement of financial position, the company recognises right of use assets under assets, within the
same line item as that within which the corresponding assets would be presented if they were owned; lease
liabilities are recognised under financial liabilities. In the income statement, interest expense on lease liabilities
is a component of financial expenses and shown separately from the amortisation of right of use assets.
Subleases
As regards subleases, the company, as intermediate lessor, classifies its share of the head lease separately
from the sublease. To this end it classifies the sublease by reference to the right of use asset arising from the
head lease, rather than by reference to the underlying asset. If the head lease is a short-term lease that the
company has accounted for applying the exemption allowed for by the standard and discussed below, the
sublease is classified as an operating lease. In the presence of subleases, the head lease is never considered
to be of low value.
Investment property
Investment property is initially measured at cost and subsequently at fair value; changes in value are recognised
in the income statement under other income or other operating costs, respectively. The investment property held
to earn rentals or for capital appreciation is not depreciated.
Fair value is calculated on the basis of the following methods, depending on the type of investment:
• market value approach based on an analysis of a sample of recent sales of similar properties located in
the nearby area. The resulting amount is then adjusted to account for the particular features of the
building or land (level 2);
• projection of discounted cash flows based on reliable estimates of future cash flows supported by
payments under lease and/or other existing contracts (level 3).
Impairment losses
At each reporting date, the Group assesses whether events or changes in circumstances exist suggesting that
the carrying amount of intangible assets or property, plant and equipment may not be recovered. If any such
indication exists, the Group determines the asset’s recoverable amount. If the carrying amount exceeds the
recoverable amount, the asset is impaired and written down to reflect its recoverable amount. The recoverable
amount of goodwill and other intangible assets with an indefinite life is estimated at each reporting date or
whenever changes in circumstances or specific events make it necessary.
The recoverable amount of property, plant and equipment and intangible assets is the higher of their fair value
less costs to sell and their value in use, which is the present value of the future cash flows expected to be
derived from an asset or a cash-generating unit to which the asset belongs, in the case of assets that do not
independently generate largely separate cash flows.
When defining value in use, the future cash flows are discounted using a pre-tax rate that reflects the current
market estimate of the time value of money and specific risks of the asset.
Impairment losses are recognised in the income statement when the carrying amount of the asset or related
cash-generating unit (CGU) to which it is allocated is higher than its recoverable amount. Impairment losses
on CGUs are firstly used to decrease the carrying amount of any goodwill allocated thereto and subsequently
the other assets, in proportion to their carrying amounts. When the reason for an impairment loss on property,
plant and equipment and intangible assets other than goodwill no longer exists, the carrying amount of the
Consolidated Financial Statements 2021 Cementir Holding NV | 126
asset is increased through profit or loss to the carrying amount the asset would have had, had the impairment
loss not been recognised and depreciation/amortisation charged.
If the impairment loss is higher than the carrying amount of the tested asset allocated to the CGU to which it
belongs, the remaining amount is allocated to the assets included in the CGU in proportion to their carrying
amounts. This allocation has as a minimum limit the higher amount of:
- the fair value of the asset, net of costs to sell;
- the value in use, as defined above;
- zero.
Impairment losses are recognised in the income statement under amortisation, depreciation and impairment
losses.
Discontinued operations and non-current assets held for sale
Non-current assets (or disposal groups) whose carrying amount will mainly be recovered through their sale
and not with their continued use are classified as held for sale and presented separately from other assets and
liabilities in the statement of financial position. For that to occur, the asset (or disposal group) must be available
for immediate sale in its present condition, subject to terms that are used and customary for the sale of such
assets (or disposal groups) and its must be highly probable within one year. If these criteria are met after the
reporting date, the non-current asset (or disposal group) is not classified as held for sale. However, if those
conditions are met after the reporting date but before authorisation to publish the financial statements, suitable
information is provided in the Notes.
Non-current assets (or disposal groups) classified as held for sale, are recognised at the lower of their carrying
amount between book value and relative fair value, less costs to sell; the comparative prior year-end captions
are not reclassified. A discontinued operation is a component of a company that has either been disposed of
or classified as held for sale and:
- represents a major line of business or geographical area of operations;
- is part of a coordinated disposal plan for a major activity branch or geographical area of operations or is a
subsidiary acquired solely to be resold.
The profit or loss discontinued operations - whether disposed of or classified as held for sale and in the process
of being disposed of - are shown separately in the income statement, net of tax effects. The corresponding
amounts for the previous year, where present, are reclassified and shown separately in the income statement,
net of tax effects, for comparative purposes.
Inventories
Raw materials, semi-finished products and finished goods are recognised at cost and measured at the lower of
cost and net realisable value. Cost is determined using the weighted average cost method and includes any
ancillary costs. In order to determine net realisable value, the carrying amount of any obsolete or slow-moving
inventories is written down to reflect their future utilisation/net realisation by recognising an allowance for
inventory write-down.
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Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or
equity instrument of another entity.
Classification and measurement
Financial assets are classified in three main categories: at amortised cost, at the fair value recognised in the
other components of the comprehensive income statement (FVOCI) and at the fair value recognised in the
profit/(loss) for the year (FVTPL). The categories established by IAS 39, that is, held till expiry, loans and credits
and held for sale, were eliminated.
Financial assets relating to commodity swaps are always recognised at fair value.
If the instrument is held for trading purposes, the changes in fair value must be recognised in the income
statement. Whereas, for all the other investments, the company can decide, at the initial recognition date, to
subsequently recognise all changes to fair value in the other components of the comprehensive income
statement (OCI), exercising the FVTOCI option. In that case, amounts accumulated in the OCI will never be
attributed to profit/(loss) for the year even if the investment is removed from accounts. Application of the “FVTOCI”
option is irrevocable and reclassifications between the three categories are not permitted.
Related to classification of financial assets represented by RECEIVABLES AND CERTIFICATES OF
INDEBTEDNESS, two elements need to be considered:
1. the business model adopted by the company. Specifically:
- Held to Collect (HTC), model aimed at owning the financial assets to collect contractual flows;
- Held To Collect and Sale (HTC&S), model aimed at both collecting contractual flows resulting from the
financial assets and to sell the financial asset itself;
- other different business models to the two previous ones.
2. the characteristics of the contractual cash flow coming from the financial instrument. More specifically,
checking whether those contractual cash flows are solely represented by payment of capital and interest or
include other components. This control is called SPPI Test (Solely Payment of Principal and Interest Test).
A financial asset represented by a certificate of indebtedness can be classified in the following categories:
1) Amortised cost when:
a. the instruments’ contractual cash flows are solely represented by payment of capital and interest (SPPI Test
passed); and
b. the business model adopted by the company foresees that the latter only holds the financial asset to collect
the contractual cash flows (HTC business model).
In this category, financial instruments are initially recognised at fair value, including operating costs, and are then
valued at amortised cost. Interest (calculated using the effective interest criterion as in the previously in force IAS
39), losses (and recovery of losses) for reduced value, profits/(losses) on exchange and profits/(losses) resulting
from elimination from accounts are recognised in profit/(loss) of the year.
2) Fair Value Through Other Comprehensive Income (FVTOCI) when:
a. the instruments’ contractual cash flows are solely represented by payment of capital and interest (SPPI Test
passed); and
b. the business model adopted by the company foresees that the latter holds the financial asset to collect the
contractual cash flows and the cash flows generated by sales (HTC&S business model).
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In that category the financial instruments classified are initially recognised at fair value, including operating costs.
Interest (calculated using the effective interest criterion as in the previously in force IAS 39), losses/(profits) for
reduced value, profits/(losses) on exchange are recognised in profits/(losses) for the year. Other changes to the
fair value of the instrument are recognised among the other comprehensive income statement components (OCI).
When the instrument is deleted from accounts, all profits/(losses) accumulated to OCI will be reclassified in the
profit/(loss) for the year.
3) Fair Value Through Profit Or Loss secondarily, that is when:
a. the criteria described above are not complied with or;
b. when the fair value option is exercised.
Financial instruments classified in that category are initially and subsequently recognised at fair value. Operation
costs and the changes in fair value are recognised in the profit/(loss) for the year.
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is
primarily derecognised (i.e., removed from the Group’s consolidated statement of financial position) when:
The rights to receive cash flows from the asset have expired
or
• The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay
the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and
either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has
neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of
the asset.
Losses for reduction in value
The ‘expected credit loss’ model (or ‘ECL’ model) assumes a significant valuation level due to the impact of
economic factor changes on the ECL which are weighted based on probability.
The new loss for reduction in value model applies to financial assets valued at amortised cost or at FVOCI, except
for the credit instruments and assets resulting from contracts with customers.
Funds hedging credits are valued using the following approaches: the “General deterioration method” and the
”Simplified approach”; specifically:
• The “General deterioration method” requires classification of the financial instruments included in the
scope of IFRS 9 application in three stages. The three stages reflect the credit’s quality deterioration level,
from when the financial instrument is acquired, and imply a different ECL calculation method;
• The “Simplified approach” foresees adoption of some simplifications for trade credits, contract assets and
credits resulting from leasing contracts, in order to avoid that companies be obliged to monitor changes to
the credit risk, as foreseen by the general model. Recognition of the loss applying the simplified approach
must be lifetime, therefore the allocation stage is not required. Therefore, for that type receivables are
divided into uniform clusters; the reference parameters (PD, LGD, and EAD) used to calculate the lifetime
expected credit losses are then calculated for each cluster using the information available.
In cases where the General Deterioration Method is applied, as was said, financial instruments are classified
in three stages based on deterioration of the credit quality between the date of initial recognition and that of
valuation:
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• Stage 1: includes all financial assets being considered when they are first recognised (Initial recognition
date) regardless of the qualitative parameters (e.g.: rating) and except for situations with objective
evidence of impairment. In the subsequent valuation stage, all financial instruments that have had a
significant increase in credit risk compared to initial recognition or that have a low credit risk at the
reference date remain in stage 1 For those assets, credit losses for the next 12 months (12-month ECL)
are recognised, considering the possibility that default could occur in the next 12 months. The interest on
financial instruments included in stage 1 is calculated on the book value gross of any asset impairment
losses;
• Stage 2: includes financial instruments that have had a significant increase in credit risk compared to the
initial recognition Date, but no objective evidence of impairment. Solely expected credit losses resulting
from all possible default events are recognised for those assets; for the entire expected lifetime of the
financial instrument (Lifetime ECL). The interest on financial instruments included in stage 2 is calculated
on the book value gross of any asset impairment losses;
• Stage 3: includes financial assets with objective evidence of impairment at the Date of valuation. Solely
expected credit losses resulting from all possible default events, for the entire expected lifetime of the
financial instrument, are recognised for those assets.
For trade receivables and contract assets that do not include a significant financial component, the Group
applies a simplified approach to calculating expected losses, as required by paragraph 5.5.15 of IFRS 9.
Therefore, the Group does not monitor changes in credit risk, but fully recognises the expected loss at each
reporting date. The Group has established a matrix system based on historical information, revised to take into
account forward-looking factors with reference to specific types of debtors and their economic environment,
as a tool for determining expected losses.
The Group considers a financial asset to be in default when contractual payments have been due for a period
of time that is deemed to be consistent on the basis of the practices applicable in the various countries in which
the Group operates. In some cases, the Group may also consider a financial asset to be in default when
internal or external information indicates that the Group is unlikely to recover the contractual amounts in full
before considering the credit guarantees held by the Group, in which case the loan is considered non-
performing, and stage 3 of the general model is applied. A financial asset is derecognised when there is no
reasonable expectation of recovering the contractual cash flows.
The Group also takes available macroeconomic information (e.g. expected GDP) into account when assessing
the recoverable amount of trade receivables.
Financial liabilities
Classification and measurement
Financial liabilities, related to loans and borrowings, trade payables and other obligations to pay, are initially
recognised at fair value, net of directly related costs. They are subsequently measured at amortised cost, using
the effective interest method. If there is a change in the estimated future cash flows and they can be determined
reliably, the carrying amount of the liability is recalculated to reflect this change based on the present value of the
new estimated future cash flows and the initially determined internal rate of return.
Financial liabilities are classified as current liabilities, unless the Group has the unconditional right to defer their
payment for at least 12 months after the reporting date.
Derecognition
Financial liabilities are derecognised when they are extinguished, and the Group has transferred all the risks and
obligations related to them.
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Derivatives
The Group uses derivatives to hedge the risk of fluctuations in exchange rates, interest rates and market
prices.
All derivatives are measured and recognised at fair value.
Transactions that meet requirements for the application of hedge accounting are classified as hedging
transactions. Other transactions are designated as trading transactions, even when their purpose is to manage
risk. Therefore, as some of the formal requirements of IFRS were not met at the derivative agreement date,
changes in their fair value are recognised in the income statement.
Subsequent fair value gains or losses on derivatives that meet the requirements for classification as hedging
instruments are recognised using the criteria set out below.
A derivative qualifies for hedge accounting if, at the inception of the hedge, there is formal designation and
documentation of the hedging relationship, including the entity’s risk management objective and strategy for
undertaking the hedge as well as methods to test effectiveness. The hedge’s effectiveness is assessed at
inception and over the life of the hedge. Generally, a hedge is considered to be highly effective if, both upon
inception and over its life, changes in the fair value (fair value hedges) or estimated cash flows (cash flow
hedges) of the hedged item are substantially covered by changes in the fair value of the hedging instrument.
When the hedge relates to changes in the fair value of a recognised asset or liability (fair value hedge), changes
in the fair value of both the hedging instrument and the hedged item are recognised in the income statement.
In the case of cash flow hedges (hedging designated to offset the risk of changes in cash flows generated by
the future performance of contractually defined obligations at the reporting date), changes in fair value of the
derivative recognised after its initial recognition are recognised under reserves (in equity) for the effective part
only. When the economic effects of the hedged item arise, the reserve is reversed to the income statement
under operating income (expense). If the hedge is not perfectly effective, changes in the fair value of the
hedging instrument, related to the ineffective portion, are immediately recognised in the income statement. If,
during the life of a derivative, the estimated cash flows hedged are no longer highly probable, the portion of
the reserves related to that instrument is immediately reversed to the income statement. Conversely, if the
derivative is sold or no longer qualifies as an effective hedging instrument, the part of the reserves representing
the fair value changes in the instrument, accumulated to date, is maintained in equity and reversed to the
income statement using the above classification method when the originally hedged transaction takes place.
The fair value of financial instruments was calculated used pricing techniques in order to define the present
value of future cash flows attributable to such instruments, using market curves in place at the measurement
date. Furthermore, the component related to the risk of non-compliance (by the Group and the counterparty)
was measured using yield-curve spreads.
Treasury shares
The cost of acquiring its own equity instruments ('treasury shares') is deducted from capital. No gain or loss is
recognised in profit or loss on the purchase, sale, issue or cancellation of equity instruments. Such treasury
shares may be acquired and held by the entity or by other members of the consolidated group. Consideration
paid or received is recognised directly in equity.
Consolidated Financial Statements 2021 Cementir Holding NV | 131
Cash and cash equivalents
Cash and cash equivalents are recognised at fair value and include bank deposits and cash-on-hand, i.e., short-
term, highly liquid assets that are readily convertible to a known amount of cash and are subject to an insignificant
risk of changes in value.
Employee benefits
Liabilities for employee benefits paid at or after termination of employment related to defined-benefit plans, net
of any plan assets, are determined using actuarial assumptions, estimating the amount of future benefits accrued
by employees at the reporting date. They are recognised on an accruals basis over the period in which the
employees’ rights accrue. Defined benefit plans also include the post-employment benefits (TFR) due to
employees
1
pursuant to Art. 2120 of the Italian Civil Code for benefits vested up to 31 December 2006. Following
pension law reform, postemployment benefits accruing since 1 January 2007 are compulsorily transferred to a
supplementary pension fund or the special treasury fund set up by INPS (the Italian social security institution)
depending on which option the employee has chosen. Therefore, the Group’s liability for defined benefits owing
to employees solely relates to those vested up to 31 December 2006.
Accounting policies adopted by the Group
1
since 1 January 2007 (described below) comply with the prevailing
interpretation of the new legislation and follow the accounting guidance provided by relevant professional bodies.
Specifically:
- post-employment benefits accruing since 1 January 2007 are considered to be defined contribution plans,
including when the employee has opted to transfer the benefits to the INPS treasury fund. These benefits,
determined in accordance with Italian Civil Code requirements, are not subjected to actuarial evaluation and
are recognised as personnel expense.
- post-employment benefits vested up to 31 December 2006 continue to be recognised as a company liability
for defined benefit plans. This liability will not increase in the future through additional accruals. Therefore,
unlike in the past, the actuarial calculation used to determine the 31 December 2016 balance did not include
future salary increases.
Independent actuaries calculate the present value of the Group’s obligations using the projected unit credit
method. They project the liability into the future to determine the probable amount to be paid when the
employment relationship terminates and then discount it to consider the time period before the first effective
payment. This calculation includes post-employment benefits accrued for past service and uses actuarial
assumptions, mainly based on interest rates, which reflect the market yield on high quality corporate bonds with
a term consistent with that of the Group’s obligation and employee turnover rate.
Actuarial gains and losses, defined as the difference between the carrying amount of the liability and the present
value of the Group’s obligations at the reporting date, due to changes in the actuarial assumptions previously
used (see above), are recognised directly in other comprehensive income.
Provisions for risks and charges
These provisions cover certain or probable risks and charges identified, whose due date or amount is unknown
at the reporting date.
Accruals to provisions for risks and charges are recognised when the company has a constructive or legal
obligation at the reporting date as a result of a past event and it is likely that an outflow of resources will be
necessary to settle the obligation and the amount of this outflow can be estimated reliably. When the time value
of money is material and the payment dates can be estimated reliably, the provision is discounted. Increases in
1
Relating to Italian companies.
Consolidated Financial Statements 2021 Cementir Holding NV | 132
the provision due to the passage of time are recognised as a financial expense. The Group sets up a specific
provision when it has an obligation to dismantle and restore sites (e.g., quarries), thus increasing the carrying
amount of the related asset pursuant to IAS 16 and IFRIC 1.
The provision for dismantling and removing, recorded in the financial statements, essentially includes the estimated
costs that will be incurred, upon completion of the extraction of materials used for production, for the mining closure of
quarries, removal of structures and restoration of sites. The Group periodically assesses changes, circumstances or
events that may require it to recognise such liabilities.
Liabilities related to the dismantling of tangible assets and the restoration of sites at the end of production activities are
recognised, in the presence of a legal or constructive obligation and of the possibility of making a reliable estimate of
the charge, as an offsetting entry to the assets to which they refer. In view of the long period of time between when the
obligation arises and when it is settled, estimates of charges to be incurred are recognised on the basis of their present
value. The adjustment of the provision related to the passage of time is recognised in the income statement under
financial income and expenses. Provisions are periodically assessed to take into account updated costs to be incurred,
contractual constraints, legislation and practices in the country where the tangible assets are located. Changes in
estimates of these provisions are generally recognised as a balancing entry to the assets to which they relate; in this
regard, if the change in estimate results in a reduction in an amount greater than the carrying amount of the asset to
which it relates, the excess is recognised in the income statement.
Revenue from contracts with customers
The Group is in the business mainly of producing and distributing cement, ready-mixed concrete, aggregates
and related services. Revenue from contracts with customers is recognised at the point in time when control of
the goods or services are transferred to the customer at an amount that reflects the consideration to which the
Group expects to be entitled in exchange for those goods or services. For standard sale of products, control
generally passes to the customer at the time the product is delivered and accepted, depending on the delivery
conditions and incoterms. The Group has generally concluded that it is the principal in its transactions with clients.
The transaction price may be variable due to discounts, rebates or similar arrangements. Revenue is only
recognised for the part of the consideration for which it is highly probable that a significant reversal in the amount
of cumulative revenue recognised will not occur.
Sale of services
The Group is providing mainly transport services which are recognised at the time the service is provided.
Consolidated Financial Statements 2021 Cementir Holding NV | 133
Financial income and expense
Financial income and expense are recognised on an accruals basis considering the interest accrued on the
carrying amount of the related financial assets and liabilities using the effective interest rate, i.e., the interest rate
that matches the cash inflows and outflows of a specific transaction. Reference should be made to the section
on property, plant and equipment for the treatment of capitalised borrowing costs.
Dividends
Dividends are recognised when the shareholders’ right to receive them is established. This usually takes place
at the date of the shareholders’ resolution to distribute the dividends. Therefore, distribution is recognised as a
liability in the period in which the shareholders approve it.
Income taxes
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any
adjustment to tax payable or receivable in respect of previous years. The amount of current tax payable or
receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related
to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date.
Current tax also includes any tax arising from dividends.
Current tax assets and liabilities are offset only if certain criteria are met.
Deferred tax assets and liabilities are calculated on temporary differences between the carrying amounts of
assets and liabilities and their tax base, except for goodwill, applying the tax rates expected to be enacted in the
years in which the temporary differences will be recovered or settled. Deferred tax assets are recognised when
their recovery is probable, i.e., when taxable profits sufficient to allow recovery are foreseen for the future.
Recoverability is reviewed at the end of each reporting period.
Current and deferred income taxes are recognised in the income statement except for those related to items
directly recognised in other comprehensive income. Other current and deferred income taxes are offset when the
income taxes are applied by the same tax authority, there is a legal right to offset and payment of the net balance
is expected.
Other non-income taxes, such as property taxes, are recognised under other operating costs.
Earnings per share
(i) Basic: basic earnings per share are calculated by dividing the Group’s profit by the weighted average number
of shares outstanding during the year, excluding treasury shares.
(ii) Diluted: diluted earnings per share are calculated by dividing the Group’s profit by the weighted average
number of shares outstanding during the year, excluding treasury shares. The weighted average is adjusted
assuming that all potential shares with diluting effects have been converted. Diluted earnings per share are not
calculated if the Group makes a loss, as any dilutive effect would lead to an improvement in the earnings per
share.
Transactions in currencies other than the functional currency
All transactions in currencies other than the functional currency of individual group companies are recognised at
the exchange rate applicable at the transaction date.
Monetary assets and liabilities in currencies other than the functional currency are subsequently retranslated
using the closing rate. Any resulting exchange rate gains or losses are recognised in the income statement.
Consolidated Financial Statements 2021 Cementir Holding NV | 134
Non-monetary assets and liabilities denominated in a currency other than the functional currency are recognised
at historical cost and converted using the exchange rate in force at the date the transaction was first recognised.
Non-monetary assets and liabilities recognised at fair value are translated using the exchange rate in force at the
date fair value was determined.
Translation of financial statements of foreign operations
The financial statements of subsidiaries, associates and joint ventures are prepared using the currency of the
primary economic environment in which they operate (the functional currency).
The financial statements of group companies operating outside the eurozone are translated into euros using the
closing rate for the statement of financial position items and the average annual rate for the income statement
items if no major fluctuations are detected in the reference period, in which case the exchange rate on the date
of the transaction applies. Translation differences arising on the adjustment of opening equity at the closing spot
rates and the differences arising from the different methods used to translate profit for the year are recognised in
equity through the statement of comprehensive income and shown separately in a special reserve.
When a foreign operation is sold, the translation differences accumulated in the specific equity reserve are
reclassified to profit or loss.
The main exchange rates used in translating the financial statements of companies with functional currencies
other than the euro are as follows:
31 December
Average
31 December
Average
2021
2021
2020
2020
Turkish lira – TRY
15.23
10.51
9.11
8.05
US dollar – USD
1.13
1.18
1.23
1.14
British pound – GBP
0.84
0.86
0.90
0.89
Egyptian pound – EGP
17.73
18.48
19.20
17.94
Danish krone – DKK
7.44
7.44
7.44
7.45
Icelandic krona – ISK
147.60
150.15
156.10
154.59
Norwegian krone – NOK
9.99
10.16
10.47
10.72
Swedish krona – SEK
10.25
10.15
10.03
10.48
Malaysian ringgit – MYR
4.72
4.90
4.93
4.80
Chinese renminbi yuan – CNY
7.19
7.63
8.02
7.87
Consolidated Financial Statements 2021 Cementir Holding NV | 135
Use of estimates
The preparation of consolidated financial statements requires management to use accounting policies and
methods that are sometimes based on difficult and subjective judgements, estimates based on past experience
and assumptions that are considered reasonable and realistic in the circumstances. The application of these
estimates and assumptions affects the amounts presented in the financial statements and disclosures. The actual
results for which these estimates and assumptions were used may differ due to the uncertainties that characterise
the assumptions and the conditions on which the estimates were based.
The accounting policies and financial statements items that require greater subjective judgement by management
when making estimates and for which a change in the conditions underlying the assumptions could have a
significant impact on the Group’s consolidated financial statements are the following:
- Intangible assets with an indefinite life: goodwill is tested for impairment annually to identify any impairment
losses to be recognised in the income statement. Specifically, testing entails the calculation of the
recoverable amount of the CGUs to which goodwill is allocated by estimating the related value in use or fair
valueless costs to sell; if the recoverable amount is lower than the CGUs’ carrying amount, the goodwill
allocated to it is impaired. Allocation of goodwill to the CGUs and determination of their fair value involves
the use of estimates that rely on factors that may change over time, including the technological, economic
and regulatory ones deriving from climate change, with potentially significant effects compared to the
valuations made by management.
- Amortisation and depreciation of non-current assets: amortisation and depreciation are significant costs for
the Group. The cost of property, plant and equipment is depreciated systematically over the assets’ estimated
useful life. The estimated useful life of the Group's assets is determined by management when the asset is
purchased, on the basis of past experience of similar assets, market conditions and expectations about future
events that could impact the assets’ useful life, such as technological change. As such, effective useful life
may differ from estimated useful life. The Group regularly assesses technological and sector changes, as
well as those related to the effects deriving from climate change, dismantlement costs and the recoverable
amount to update useful life. This regular update could lead to a change in the depreciation period and,
therefore, the amount of depreciation in future years. Management regularly reviews the estimates and
assumptions and the effects of each change are recognised in the income statement. When the review
affects current and future years, the change is recognised in the year in which it is made and in the related
future years, as explained in more detail in the next section.
- Dismantling and removing provisions: the Group incurs significant liabilities related to the obligations to
decommission tangible assets and restore the land environment at the end of production activity. Estimating future
decommissioning and restoration costs is a complex process and requires the management's judgement in
assessing the liabilities that will be incurred many years from now to meet decommissioning and restoration
obligations, which are often not fully defined by laws, administrative regulations or contractual clauses. Moreover,
these obligations are affected by the constant updating of decommissioning and restoration techniques and costs,
as well as by the continuous evolution of political and public awareness of health and environmental protection.
The determination of the discount rate to be used both in the initial measurement of the charge and in subsequent
measurements, as well as the forecast of the timing of the disbursements and their possible updating, are the
result of a complex process that involves the exercise of professional judgement by management.
- Purchase price allocation: as part of business combinations, the identifiable assets purchased and the
liabilities assumed are recognised in the consolidated financial statements at fair value on the acquisition
date, through a Purchase price allocation process, against the consideration transferred to acquire the control
of a company, which corresponds to the fair value of the assets acquired and the liabilities assumed, as well
as of capital instruments issued. During the measurement period, the calculation of the aforementioned their
Consolidated Financial Statements 2021 Cementir Holding NV | 136
values requires Directors to make estimates on the information available on all facts and circumstances that
exist on the acquisition date and may affect the value of the acquired assets and assumed liabilities.
- Estimate of the fair value of investment property: at each reporting data investment property is measured at
fair value and is not subject to depreciation. When determining their fair value, the Directors based their
valuation on assumptions about the trend of the reference real estate market in particular. Such assumptions
may vary over time, influencing evaluations and forecasts to be performed by the Directors.
Changes in accounting policies, errors and changes in estimates
The Company modifies the accounting policies adopted from one reporting period to another only if the change
is required by a standard or contributes to providing more reliable and relevant information about the effects of
transactions on the company’s financial position, performance and cash flows.
Changes in accounting policies are recognised retrospectively in the opening balance of each affected
component of equity for the earliest prior period presented. Other comparative amounts shown for each previous
period presented are adjusted as if the new accounting policy had always been applied. The prospective
approach is only applied when it is impracticable to reconstruct the comparative amounts.
The application of a new or amended accounting standard is accounted for as required by the standard. If the
standard does not govern the transition method, the change is accounted for retrospectively or, if impracticable,
on a prospective basis.
This same approach is applied to material errors. Non-material errors are recognised in the income statement in
the period in which the error is identified.
Changes in estimates are recognised prospectively in the income statement in the period in which the change
takes place, if it only affects that period, or in the period in which the change takes place and subsequent periods,
if the change also affects these periods.
Financial risk management
The Group is exposed to financial risks related to its operations, namely:
Credit risk
The Group is not particularly exposed to credit risk, despite operating in different geographical markets, as it is
not overly exposed to a limited number of positions. Moreover, its operating procedures require checks on credit
risk, with the sale of products and/or services limited to customers with suitable credit ratings and guarantees.
Receivables are recognised net of the loss allowance, calculated considering the rules set out by IFRS 9, as
mentioned above. Therefore, the maximum exposure to credit risk is equivalent to the carrying amount.
With respect to bank deposits and derivatives, the Group has always worked with leading counterparties, thus
limiting its credit risk in this sense.
Liquidity risk
Liquidity risk concerns the availability of financial resources and access to credit market and financial instruments.
Specifically, the Group monitors and manages its cash flows, funding requirements and liquidity levels in order
to ensure the effective and efficient use of its financial resources.
It meets its liquidity requirements for investing activities, working capital and the payment of amounts payable
drawing on cash flows generated constantly by its operating activities and on credit facilities.
Consolidated Financial Statements 2021 Cementir Holding NV | 137
The Group aims to maintain its ability to generate cash flows through operating activities, given the current market
conditions. In fact, thanks to its strong financial position, any unplanned financial requirements can be funded
through its access to credit facilities.
Market risk
Market risk mainly concerns exchange rates, interest rates and raw materials costs, as the Group operates
internationally in areas with different currencies. It uses financial instruments to hedge these risks.
The Group monitors the financial risks to which it is exposed regularly so as to assess in advance any potential
impacts and take the most suitable action to mitigate them; it does this through the use of derivatives.
Currency risk
Group companies operate internationally; as such they are structurally exposed to currency risk for cash flows
from operating activities and financing operations in currencies other than the functional currency.
The Group’s operating activities are exposed differently to changes in exchange rates: in particular the cement
sector is exposed to currency risk on both revenues, for exports, and costs to purchase solid fuels in USD;
whereas the ready-mixed concrete sector is less exposed as both revenue and costs are in local currency. The
Group assesses the natural hedging of cash flows and financing for these risks and purchases currency
forwards and currency put and call options for hedging purposes. Transactions involving derivatives are
performed for hedging purposes.
The Group’s presentation currency is the euro. As a result, it is exposed to currency risk in relation to the
translation of the financial statements of consolidated companies based in countries outside the Economic
Monetary Area (except for Denmark whose currency is historically tied to the euro). The income statements of
these companies are translated into euros using the average annual rate in the event that changes in value are
not significant, and changes in exchange rates may affect the value in euros, even when the revenue and profits
in local currency remain unchanged. Pursuant to the IFRS, translation differences on assets and liabilities are
recognised directly in equity in the translation reserve (note 13).
Interest rate risk
As the Group has net financial debt, it is exposed to the risk of fluctuations in interest rates. The Group
purchases interest rate swaps to partly hedge the risk after assessing forecast interest rates and timeframes
for the repayment of debt by using estimated cash flows.
The Group’s operating and financial policies aim to minimise the impact of these risks on its performance.
Raw materials price risk
The Group is exposed to the risk of fluctuations in raw materials prices. It manages this risk through supply
agreements with Italian and foreign suppliers which set prices and quantities for roughly 12 months. It also uses
suppliers in different geographical areas to avoid the risk of supply chain concentration and to obtain the most
competitive prices.
Also refer to note 32 for quantitative information on risks.
Consolidated Financial Statements 2021 Cementir Holding NV | 138
Group's value
Market capitalisation of Cementir shares at 31 December 2021 was EUR 1,333.4 million (EUR 1,058.1 million at
31 December 2020), against Group shareholders' equity of EUR 1,088.1 million (EUR 1,056.7 million at
31 December 2020), as the investors are assigning to the company a value higher than that resulting from the
book value of its net assets as according to the Group balance sheet as of the end of 2021.
Segment reporting
In accordance with IFRS 8, the Group has identified its operating segments on the basis of the Parent’s internal
reporting system for management purposes.
The Group’s operations are organised on a regional basis, divided into Regions that represent the following
geographical areas: Nordic & Baltic, Belgium, North America, Turkey, Egypt, Asia Pacific and Italy.
The Nordic & Baltic includes Denmark, Norway, Sweden, Iceland, Poland, Russia and the white
cement operations in Belgium and France. Belgium includes the activities of the Compagnie des Ciments
Belges S.A. group in Belgium and France. North America includes the United States. The Asia Pacific area
includes China, Malaysia and Australia. Holding and Services includes the Parent Company, Spartan
Hive and Aalborg Portland Digital and other smaller companies.
The Group’s geographical segments consist of the non-current assets of each company based and operating
in the above areas. Transfer prices applied to transactions between segments for the exchange of goods and
services comply with normal market conditions.
The following table shows the performance of each operating segment at 31 December 2021:
(EUR'000)
Nordic &
Baltic
Belgium
North
America
Turkey
Egypt
Asia
Pacific
Holding
and
Services
Unallocated
items and
adjustments
CEMENTIR
HOLDING
GROUP
Operating revenue
702,218
280,210
157,503
200,355
49,298
112,185
147,302
(235,351)
1,413,720
Intra-segment
operating revenue
(87,542)
(13)
(881)
(19,064)
(3,729)
-
(124,122)
235,351
-
Contributed
operating revenue
614,676
280,197
156,622
181,291
45,569
112,185
23,180
1,413,720
Segment result
(EBITDA)
147,254
68,602
23,829
38,303
10,842
26,830
(4,708)
-
310,952
Amortisation,
depreciation,
impairment losses
and provisions
(47,056)
(26,626)
(14,176)
(8,553)
(3,239)
(8,022)
(5,497)
-
(113,169)
EBIT
100,198
41,976
9,653
29,750
7,603
18,808
(10,205)
-
197,783
Net profit (loss) of
equity-accounted
investees
623
195
-
-
-
-
-
-
818
Net financial
income (expense)
-
-
-
-
-
-
-
(26,615)
(26,615)
Profit (loss) before
taxes
-
-
-
-
-
-
-
-
171,986
Income taxes
-
-
-
-
-
-
-
(48,991)
(48,991)
Profit (loss) for
the year
-
-
-
-
-
-
-
-
122,995
Consolidated Financial Statements 2021 Cementir Holding NV | 139
The following table shows the performance of each operating segment at 31 December 2020:
(EUR'000)
Nordic &
Baltic
Belgium
North
America
Turkey
Egypt
Asia
Pacific
Holding
and
Services
Unallocated
items and
adjustments
CEMENTIR
HOLDING
GROUP
Operating revenue
639,080
250,610
146,791
148,048
44,058
97,510
98,534
(191,832)
1,232,799
Intra-segment
operating revenue
(88,214)
-
(1,019)
(19,081)
(2,958)
-
(80,560)
191,832
-
Contributed
operating revenue
550,866
250,610
145,772
128,967
41,100
97,510
17,974
-
1,232,799
Segment result
(EBITDA)
151,921
61,206
21,299
6,830
9,802
23,913
(11,231)
-
263,740
Amortisation,
depreciation,
impairment losses
and provisions
(45,547)
(23,166)
(12,924)
(10,273)
(3,060)
(7,505)
(4,092)
-
(106,567)
EBIT
106,374
38,040
8,375
(3,443)
6,742
16,408
(15,323)
-
157,173
Net profit (loss) of
equity-accounted
investees
571
-
-
-
-
-
-
-
571
Net financial
income (expense)
-
-
-
-
-
-
-
(15,186)
(15,186)
Profit (loss) before
taxes
-
-
-
-
-
-
-
-
142,558
Income taxes
-
-
-
-
-
-
-
(33,195)
(33,195)
Profit (loss) for
the year
-
-
-
-
-
-
-
-
109,363
The following table shows other data for each geographical segment at 31 December 2021:
Segment
assets
Non current
segment assets
Segment
liabilities
Equity-accounted
investments
Investments in
property, plant and
equipment and
intangible asset
Nordic & Baltic
738,937
547,332
369,697
4,819
51,921
Belgium
493,157
387,227
158,500
169
17,428
North America
321,875
213,428
56,778
-
5,636
Turkey
175,669
118,070
61,950
-
13,116
Egypt
121,959
36,772
22,892
-
1,825
Asia Pacific
151,157
74,323
30,599
-
6,872
Holding and
Services
108,304
72,037
183,085
-
2,353
Total
2,111,058
1,449,189
883,501
4,988
99,151
Consolidated Financial Statements 2021 Cementir Holding NV | 140
The following table shows other data for each segment at 31 December 2020:
Segment
assets
Non current
segment assets
Segment
liabilities
Equity-accounted
investments
Investments in
property, plant and
equipment and
intangible asset
Nordic & Baltic
726,305
540,025
364,143
4,308
39,884
Belgium
475,475
397,386
161,981
-
23,050
North America
285,988
204,330
48,183
-
4,684
Turkey
219,253
157,053
55,986
-
9,739
Egypt
104,258
35,317
19,349
-
1,323
Asia Pacific
152,880
69,354
23,798
-
4,568
Holding and
Services
268,220
78,183
375,977
-
2,658
Total
2,232,379
1,481,648
1,049,417
4,308
85,906
The following table shows revenue from third-party customers by geographical segment in 2021:
(EUR'000)
Nordic &
Baltic
Belgium
North
America
Turkey
Egypt
Asia
Pacific
Italy
Rest of
the world
CEMENTIR
HOLDING
GROUP
Revenue by
customer
geographical
location
625,845
191,015
160,665
167,505
24,184
123,520
451
66,791
1,359,976
Also refer to note 21) for information on segment revenue by product.
For details of the products and services from which each reportable segment derives its revenues, please see the
Director’s Report.
Consolidated Financial Statements 2021 Cementir Holding NV | 141
Notes
1) Intangible assets with a finite useful life
At 31 December 2021, intangible assets with a finite useful life amounted to EUR 194,474 thousand
(EUR 195,931 thousand at 31 December 2020). Concession rights and licences mainly consisted of
concessions to use quarries and software licences for the IT system (SAP R/3). The increase in the period is
mainly attributable to the recognition of the fair value of licences relating to the aggregates business of
approximately EUR 5.6 million recognised as part of the allocation of the price paid for the acquisition of control
of Ege Kirmatas, as described in Note 35.
Other intangible assets include the values assigned to certain assets upon acquisition of the CCB Group and
LWCC, such as customer lists and contracts for the exclusive exploitation of quarries. These amounts were
recognised as part of the purchase price allocation for the acquisition of these companies.
Amortisation is applied over the assets’ estimated useful life.
(EUR'000)
Development
expenditure
Concessions,
licences and
trademarks
Other
intangible
assets
Assets under
development
and advances
Total
Gross amount at 1 January
2021
1,786
51,003
231,135
3,412
287,336
Additions
-
565
128
2,688
3,381
Disposals
-
(2)
-
-
(2)
Impairment losses
-
-
-
-
-
Change in consolidation scope
-
5,634
5
-
5,639
Exchange differences
-
1,230
7,212
5
8,447
Reclassifications
-
265
4,301
(3,078)
1,488
Gross amount at 31 December
2021
1,786
58,695
242,781
3,027
306,289
Amortisation at 1 January 2021
1,786
20,908
68,711
-
91,405
Amortisation
-
3,145
13,450
-
16,595
Decrease
-
-
-
-
-
Change in consolidation scope
-
-
4
-
4
Exchange differences
-
769
1,299
-
2,068
Reclassifications
-
-
1,743
-
1,743
Amortisation at 31 December
2021
1,786
24,822
85,207
-
111,815
Net amount at 31 December
2021
-
33,873
157,574
3,027
194,474
The Group spent approximately EUR 2.0 million on research and development during the year
(EUR 2.1 million at 31 December 2020), all of which was recognised in the income statement.
Consolidated Financial Statements 2021 Cementir Holding NV | 142
(EUR'000)
Development
expenditure
Concessions,
licences and
trademarks
Other
intangible
assets
Assets under
development
and advances
Total
Gross amount at 1 January
2020
1,786
55,337
237,401
456
294,980
Additions
-
1,105
1,475
4,013
6,593
Disposals
-
(3,781)
(1,390)
-
(5,171)
Impairment losses
-
-
-
-
-
Change in consolidation scope
-
-
-
-
-
Exchange differences
-
(2,257)
(8,249)
2
(10,504)
Reclassifications
-
599
1,898
(1,059)
1,438
Gross amount at 31 December
2020
1,786
51,003
231,135
3,412
287,336
Amortisation at 1 January 2020
1,786
21,487
57,319
-
80,592
Amortisation
-
3,413
13,978
-
17,391
Decrease
-
(3,781)
(1,390)
-
(5,171)
Change in consolidation scope
-
-
-
-
-
Exchange differences
-
(211)
(1,596)
-
(1,807)
Reclassifications
-
-
400
-
400
Amortisation at 31 December
2020
1,786
20,908
68,711
-
91,405
Net amount at 31 December
2020
-
30,095
162,424
3,412
195,931
2) Intangible assets with an indefinite useful life (goodwill)
The Group regularly tests intangible assets with an indefinite useful life, consisting of goodwill allocated to
CGUs, for impairment.
At 31 December 2021, the item amounted to EUR 317,111 thousand (EUR 329,776 thousand at
31 December 2020).
The increase for the period in Turkey is attributable to the recognition of goodwill related to the acquisition of
control of the company Ege Kirmatas, as described in Note 35. The following table shows CGUs by macro
geographical segment.
31.12.2021
Nordic &
Baltic
North
America
Turkey
Egypt
Asia
Pacific
Total
Opening balance
255,551
25,072
44,157
1,982
3,014
329,776
Additions
-
-
-
-
-
-
Disposals
-
-
-
-
-
-
Change in consolidation scope
-
-
65
-
-
65
Exchange differences
1,206
2,092
(16,348)
165
155
(12,730)
Reclassifications
-
-
-
-
-
-
Closing balance
256,757
27,164
27,874
2,147
3,169
317,111
Consolidated Financial Statements 2021 Cementir Holding NV | 143
31.12.2020
Nordic &
Baltic
North
America
Turkey
Egypt
Asia
Pacific
Total
Opening balance
257,024
27,387
59,284
2,124
3,228
349,047
Additions
-
-
-
-
-
-
Disposals
-
-
-
-
-
-
Change in consolidation scope
-
-
-
-
-
-
Exchange differences
(1,473)
(2,315)
(15,127)
(142)
(214)
(19,271)
Reclassifications
-
-
-
-
-
-
Closing balance
255,551
25,072
44,157
1,982
3,014
329,776
In line with previous years, the Group tested the cash generating units (hereinafter CGUs), to which goodwill
had been allocated, for impairment.
CGUs are defined as the smallest identifiable group of assets that generates cash inflows which are largely
independent of cash inflows generated by other assets or groups of assets. The Group’s CGUs consist of
companies and/or the specific facilities they operate and to which goodwill paid at acquisition was allocated.
At 31 December 2021, the Group represented the CGUs on the basis of its operating segments, consistent
with corporate organisation. The CGU groupings for the “Nordic & Baltic” and “Turkey” include CGUs to which
goodwill was allocated for the local acquisitions of companies and/or plants.
In particular, the “Nordic & Baltic” CGU includes the Aalborg Portland Group, Unicon Denmark and Unicon
Norway, the “North America” CGU includes the United States, the “Turkey” CGU includes the Cimentas Group,
Lalapasa, Sureko, Elazig Cimento, Neales and Egypt refers to the Sinai White Cement Company, the “Asia
Pacific” CGU includes Aalborg Portland Malaysia, China and Australia.
Impairment testing of the CGUs covered cash flows tied to the relative groups, to check for impairment.
Impairment testing involved comparing each CGU’s carrying amount with its value in use, determined using
the discounted cash flow (DCF) method applied to the future cash flows forecast by the three/five-year plans
prepared by the directors of each CGU. Cash flow projections were estimated using budget forecasts for 2022
approved by the Board of Directors of the respective subsidiaries and of the following two/four-year period
carried out by the company management; these projections were prepared on the basis of the Group Business
Plan for the three-year period 2022-2024, examined and approved by the Board of Directors of Cementir
Holding NV on 8 February 2022. The terminal values were determined using a perpetual growth rate.
The discount rate applied to the estimated future cash flows was determined for each CGU using a weighted
average cost of capital (WACC).
Consolidated Financial Statements 2021 Cementir Holding NV | 144
Key assumptions to determine value in use of CGUs were as follows:
31.12.2021
Growth rate of
terminal values
Discount rate
Average increase of
revenue 2022 to
terminal period
Average EBITDA ratio
2022 to terminal
period
Values in %
Nordic & Baltic
1%
4.2%
8%
22%
North America
1%
6%
4%
15%
Turkey
4%
17.2%
25%
12%
Egypt
3%
12%
9%
20%
Asia Pacific
3%
8%
8%
17%
31.12.2020
Growth rate of
terminal values
Discount rate
Average increase of
revenue 2021 to
terminal period
Average EBITDA ratio
2021 to terminal
period
Values in %
Nordic & Baltic
1%
3,8-4,5%
2-5,6%
7-15%
North America
1%
5%
2%
16%
Turkey
4%
17.7%
0,5-21%
9-11%
Egypt
3%
15%
7.6%
17.7%
Asia Pacific
3%
7%
4-6%
17-27%
The above tests did not identify any impairment at 31 December 2021.
A sensitivity analysis was performed assuming a hypothetical variation in the discount rate (WACC) and showed
that the impairment test results were not sensitive to changes in input assumptions. Specifically, a variation in
WACC, at the same conditions, would not result in the recognition of any impairment loss for all the CGUs listed
above. Furthermore, a growth rate of terminal values equal to zero, at the same conditions, would not result in
the recognition of any impairment loss for all the aforesaid CGUs.
Impairment testing took into consideration performance expectations for 2022. The Group made specific
forecasts about its business performance for subsequent years considering the financial and market situation.
The input assumptions stated in the table above were applied to estimates and forecasts determined by on
the basis of past experience and expected developments in the markets in which the Group operates. The
Group constantly monitors circumstances and events that could lead to impairment losses based on
developments in the current economic climate.
Consolidated Financial Statements 2021 Cementir Holding NV | 145
3) Property, plant and equipment
At 31 December 2021, property, plant and equipment reached EUR 814,230 thousand
(EUR 817,771 thousand at 31 December 2020) and included EUR 74.4 million (EUR 83.9 million at
31 December 2020) in Right of Use assets.
The item Change in consolidation scope is attributable to Ege Kirmatas, as described in Note 35.
Additional disclosures for each category of property, plant and equipment are set out below:
(EUR'000)
Land and
buildings
Quarries
Plant and
equipment
Other
Right-of-
use
assets
Assets
under
development
and
advances
Total
Gross amount at 1 January
2021
397,233
189,816
1,103,876
144,815
-
39,074
1,874,814
Additions
4,978
2,509
30,820
18,215
-
39,248
95,770
Disposals
(989)
(251)
(4,850)
(10,118)
-
(114)
(16,322)
Impairment losses
-
-
-
-
-
-
-
Change in consolidation scope
-
-
11
119
-
49
179
Exchange differences
(4,927)
1,601
(24,775)
(3,506)
-
137
(31,470)
Reclassifications and similar
changes
1,566
279
24,914
1,103
-
(27,971)
(109)
Gross amount at 31 December
2021
397,861
193,954
1,129,996
150,628
-
50,423
1,922,862
Depreciation at 1 January 2021
222,794
19,031
742,112
73,106
-
-
1,057,043
Depreciation
13,436
3,496
51,590
24,454
-
-
92,976
Decrease
(584)
(34)
(4,228)
(9,224)
-
-
(14,070)
Change in consolidation scope
-
-
-
-
-
-
-
Exchange differences
(2,006)
672
(23,699)
(2,338)
-
-
(27,371)
Reclassifications and similar
changes
3
-
(166)
217
-
-
54
Depreciation at 31 December
2021
233,643
23,165
765,609
86,215
-
-
1,108,632
Net amount at 31 December
2021
164,218
170,789
364,387
64,413
-
50,423
814,230
Note 31 IFRS 16 – “Leases” gives a breakdown of Right of use assets categorised according to their nature.
Consolidated Financial Statements 2021 Cementir Holding NV | 146
(EUR'000)
Land and
buildings
Quarries
Plant and
equipment
Other
Right-of-
use
assets
Assets
under
development
and
advances
Total
Gross amount at 1 January
2020
490,051
194,727
1,499,290
65,330
102,138
41,612
2,393,148
Right of use reclassifications
17,933
-
16,914
67,291
(102,138)
-
-
Gross amount at 1 January
2020
507,984
194,727
1,516,204
132,621
41,612
2,393,148
Additions
4,033
2,314
19,890
25,021
-
28,055
79,313
Disposals
(1,904)
-
(9,247)
(8,263)
-
(359)
(19,773)
Impairment losses
-
-
-
-
-
-
-
Change in consolidation scope
-
-
-
-
-
-
-
Exchange differences
(21,612)
(635)
(58,640)
(4,490)
-
(584)
(85,961)
Reclassifications and similar
changes
(91,268)
(6,590)
(364,331)
(74)
-
(29,650)
(491,913)
Gross amount at 31 December
2020
397,233
189,816
1,103,876
144,815
39,074
1,874,814
Depreciation at 1 January 2020
307,689
24,688
1,133,182
47,750
19,454
-
1,532,763
Right of use reclassifications
3,281
-
3,041
13,132
(19,454)
-
-
Depreciation at 1 January 2020
310,970
24,688
1,136,223
60,882
1,532,763
Depreciation
13,842
1,768
47,561
23,661
-
-
86,832
Decrease
(1,234)
-
(7,294)
(5,651)
-
-
(14,179)
Change in consolidation scope
-
-
-
-
-
-
-
Exchange differences
(9,677)
(613)
(42,879)
(3,015)
-
-
(56,184)
Reclassifications and similar
changes
(91,107)
(6,812)
(391,499)
(2,771)
-
-
(492,189)
Depreciation at 31 December
2020
222,794
19,031
742,112
73,106
1,057,043
Net amount at 31 December
2020
174,439
170,785
361,764
71,709
-
39,074
817,771
See the section on accounting policies for the useful life criteria adopted by the Group.
At 31 December 2021, a total of EUR 108.9 million of property, plant and equipment (EUR 107.9 million at
31 December 2020) was pledged as collateral for bank loans totalling a residual EUR 110.7 million at the
reporting date (EUR 98.2 million at 31 December 2020).
Contractual commitments in place at 31 December 2021 to purchase property, plant and equipment amounted
to EUR 0 million (EUR 0 million at 31 December 2020). No financial expenses were capitalised in 2021, nor in
2020.
Consolidated Financial Statements 2021 Cementir Holding NV | 147
4) Investment property
Investment property of EUR 63,594 thousand (EUR 79,242 thousand at 31 December 2020) is recognised at
fair value, calculated annually based on independent expert opinions.
(EUR'000)
31.12.2021
31.12.2020
Land
Buildings
Total
Land
Buildings
Total
Opening balance
51,251
27,991
79,242
61,896
28,706
90,602
Increase
-
-
-
-
-
-
Decrease
(1,276)
-
(1,276)
(782)
-
(782)
Fair value gains (losses)
16,993
(5,906)
11,087
6,336
133
6,469
Exchange differences
(24,153)
(1,306)
(25,459)
(16,199)
(848)
(17,047)
Reclassifications
-
-
-
-
-
-
Closing balance
42,815
20,779
63,594
51,251
27,991
79,242
At 31 December 2021, the investment property mainly included land and buildings of the Cimentas Group for
EUR 41.8 million (EUR 50.3 million at 31 December 2020).
At 31 December 2021, the change in fair value includes the revaluation of real estate in Turkey for approximately
EUR 18.3 million, of which EUR 17.3 milion related to Land and EUR 1 million related to Building, and the write-
down of Building in Italy for EUR 7.2 million due to market prices in 2021.
At 31 December 2021, approximately EUR 6.9 million of investment property was pledged as collateral for bank
loans related to the acquisition of the property, totalling a residual, discounted amount of approximately
EUR 3.2 million at the reporting date.
The fair value of investment property was determined by independent property assessors who meet
professionalism requirements, bearing in mind mainly the prices of other similar assets recently involved in
transactions or currently offered on the same market. Refer to note 33) for information on fair value.
5) Equity-accounted investments
The item includes the Group’s share of equity in equity-accounted associates and joint ventures. The carrying
amount of these investments and the Group’s share of the investees’ profit or loss are shown below:
31.12.2021
Companies
Business
Registered office
%
Carrying amount
Share of profit or
loss
owned
ECOL Unicon Spzoo
Ready-mixed
concrete
Gdańsk (Poland)
49%
3,146
270
ÅGAB Syd Aktiebolag
Aggregates
Svedala
(Sweden)
40%
1,673
353
Recybel
Other
Liège-Flémalle
(Belgium)
25.5%
169
195
Total
4,988
818
Consolidated Financial Statements 2021 Cementir Holding NV | 148
31.12.2020
Companies
Business
Registered office
%
Carrying amount
Share of profit or
loss
owned
ECOL Unicon Spzoo
Ready-mixed
concrete
Gdańsk (Poland)
49%
2,956
315
ÅGAB Syd Aktiebolag
Aggregates
Svedala
(Sweden)
40%
1,352
256
Recybel
Other
Liège-Flémalle
(Belgium)
25.50%
-
-
Total
4,308
571
No indicators of impairment were identified for these investments.
6) Other investments
(EUR'000)
31.12.2021
31.12.2020
Available-for-sale equity investments Opening balance
271
285
Increase (decrease)
-
-
Fair value gains (losses)
-
-
Change in consolidation scope
-
-
Reclassifications to assets held for sale
-
-
Exchange differences
(14)
(14)
Reclassifications - Recybel
-
-
Available-for-sale equity investments Closing balance
257
271
No indicators of impairment were identified.
7) Inventories
The breakdown of inventories is shown below:
(EUR'000)
31.12.2021
31.12.2020
Raw materials, consumables and supplies
97,355
82,649
Work in progress
41,995
33,170
Finished goods
40,294
33,837
Advances
654
610
Inventories
180,298
150,266
Changes were recorded over the period in the different inventory categories as a result of manufacturing processes
and sales, the costs of factors of production and the foreign exchange rates used to translate financial statements
stated in foreign currencies.
The change in raw materials, consumables and supplies, negative for EUR 19,266 thousand (negative for
EUR 2,899 thousand at 31 December 2020) was expensed in the income statement as “Raw materials costs”
(Note 23). The positive change in work in progress and finished goods was recorded in the income statement
for a total of EUR 14,733 thousand (31 December 2020: negative for EUR 14,436 thousand).
Consolidated Financial Statements 2021 Cementir Holding NV | 149
It should be noted that the carrying amount is substantially in line with the net realizable value of the inventories.
There were no inventory write-downs generated by any slowdown in demand due to COVID-19.
8) Trade receivables
Trade receivables, net of related loss allowance, totalled EUR 170,170 (EUR 155,065 thousand at
31 December 2020) and break down as follows:
(EUR'000)
31.12.2021
31.12.2020
Trade receivables
173,129
158,100
Loss allowance
(5,415)
(7,784)
Net trade receivables
167,714
150,316
Advances to suppliers
2,364
3,902
Trade receivables - related parties (note 34)
92
847
Trade receivables
170,170
155,065
The carrying amount of trade receivables equals their fair value. They arise on commercial transactions for the
sale of goods and services and do not present any significant concentration risks.
In Turkey, received collaterals amount to EUR 21.4 million at 31 December 2021 (EUR 22.1 million at
31 December 2020).
The increase in trade receivables compared to 31 December 2021 is attributable to the positive trend in
revenues.
No difficulties were encountered in the collection of receivables due to COVID-19.
The breakdown by due date is shown below:
(EUR'000)
31.12.2021
31.12.2020
Not yet due
155,497
135,790
Overdue:
17,632
22,310
0-30 days
10,382
14,615
30-60 days
3,227
3,069
60-90 days
632
714
More than 90 days
3,391
3,912
Total trade receivables
173,129
158,100
Loss allowance
(5,415)
(7,784)
Net trade receivables
167,714
150,316
9) Current and non-current financial assets
Non-current financial assets of EUR 282 thousand (EUR 576 thousand at 31 December 2020) mainly refer to
financial items which will be expensed upon termination of the financing contract signed by Cementir Holding
NV in May 2021 with a pool of banks and which will expire in 2024.
Current financial assets totalled EUR 4,446 thousand (EUR 2,614 thousand 31 December 2020) and break
down as follows:
Consolidated Financial Statements 2021 Cementir Holding NV | 150
(EUR'000)
31.12.2021
31.12.2020
Fair value of derivatives
3,938
2,134
Accrued income/ Prepayments
87
77
Loan assets - related parties (note 34)
420
402
Other loan assets
1
1
Current financial assets
4,446
2,614
10) Current tax assets
Current tax assets, totalling EUR 8,559 thousand (EUR 6,126 thousand at 31 December 2020), mainly refer to
IRES and IRAP payments on account to tax authorities, approximately EUR 1.7 million, withholdings
(EUR 3.1 million).
11) Other current and non-current assets
Other non-current assets totalled EUR 3,745 thousand (EUR 5,003 thousand at 31 December 2020) and mainly
consisted of VAT assets and deposits.
Other current assets totalled EUR 15,856 thousand (EUR 23,095 thousand at 31 December 2020) and
consisted of non-commercial items. The item breaks down as follows:
(EUR'000)
31.12.2021
31.12.2020
VAT assets
4,004
10,369
Personnel
222
86
Accrued income
217
132
Prepayments
3,262
3,297
Other receivables
8,151
9,211
Other current assets
15,856
23,095
12) Cash and cash equivalents
Totalling EUR 282,539 thousand (EUR 413,565 thousand at 31 December 2020), the item consists of liquidity held
by the Group, which is usually invested in remunerated short-term deposits . The item breaks down as follows:
(EUR'000)
31.12.2021
31.12.2020
Bank and postal deposits
282,117
413,231
Bank deposits - related parties (note 34)
-
-
Cash-in-hand and cash equivalents
422
334
Cash and cash equivalents
282,539
413,565
Cash and cash equivalents decreased compared to 31 December 2020, due to the net impact of the early
repayment of the term loan and the subscription of a senior term facility for EUR 150 million, for the purchase
of treasury shares, payment of dividends all offset by cash generation in the period (note 17).
Consolidated Financial Statements 2021 Cementir Holding NV | 151
13) Equity
Equity attributable to the owners of the parent
Equity attributable to the owners of the parent amounted to EUR 1,088,128 thousand at 31 December 2021
(EUR 1,056,709 thousand at 31 December 2020). Profit for 2021 attributable to the owners of the parent totalled
EUR 113,316 thousand (EUR 102,008 thousand in 2020).
Share capital
The Parent’s share capital consists of 159,120,000 ordinary shares with a par value of EUR 1 each. It is fully paid
up and has not changed with respect to the previous year end. There are no pledges or restrictions on the shares.
Other reserves
Treasury shares
On 12 October, the share buyback programme (the “Programme”), set up in implementation of the
shareholders’ resolution of 2 July 2020, came to an end, as indicated in the announcement to the market of
13 October 2021, to which reference should be made for details.
Under the Programme, between 15 October 2020 and 12 October 2021 (inclusive), 3,600,000 own shares,
equal to 2.2624% of the share capital, were purchased on the Mercato Telematico Azionario, organised and
managed by Borsa Italiana S.p.A., at a weighted average price of EUR 8.1432 per share for a total
disbursement of EUR 29,315 thousand (at 31 December 2020, the Company held 694,500 treasury shares,
equal to 0.4365% of the share capital, for a value of EUR 4,543 thousand).
The financial disbursement related to the purchase of own shares is included in the “Other changes in equity” of
CashFlow statement.
Translation reserve
At 31 December 2021, the translation reserve had a negative balance of EUR 687,321 thousand (negative
EUR 648,715 thousand at 31 December 2020), broken down as follows:
(EUR'000)
31.12.2021
31.12.2020
Change
Turkey (Turkish lira – TRY)
(645,281)
(583,295)
(61,986)
USA (US dollar – USD)
4,251
(2,151)
6,402
Egypt (Egyptian pound – EGP)
(57,048)
(62,173)
5,125
Iceland (Icelandic krona – ISK)
(2,812)
(2,972)
160
China (Chinese renminbi yuan – CNY)
12,309
5,936
6,373
Norway (Norwegian krone – NOK)
(5,887)
(7,114)
1,227
Sweden (Swedish krona – SEK)
(1,174)
(829)
(345)
Other countries
8,321
3,883
4,438
Total translation reserve - attributable to Group
(687,321)
(648,715)
(38,606)
Dividends
During the year, the company distributed a total of EUR 21,922 thousand in dividends to shareholders for
2020, corresponding to EUR 0.14 per ordinary share.
Consolidated Financial Statements 2021 Cementir Holding NV | 152
Equity attributable to non-controlling interests
Equity attributable to non-controlling interests amounted to EUR 139,429 thousand at 31 December 2021
(EUR 126,253 thousand at 31 December 2020). Profit for 2021 attributable to non-controlling interests totalled
EUR 9,679 thousand (EUR 7,355 thousand in 2020).
Capital management
The Board’s policy is to maintain a strong capital base aiming to maintain investor, creditor and market
confidence and to sustain future development of the business. Management monitors the capital structure by
means of tracking the trend of Net Financial Debt/Position, Net Gearing Ratio and Equity Ratio. For this
purpose, net financial debt is calculated as total financial liabilities (as shown in the statement of financial
position) less cash and cash equivalents. Adjusted Equity comprises all components of equity other than
amounts accumulated in the hedging and cost of hedging reserves.
Specifically, in the meeting of 8 February 2022, the Board of Directors of Cementir Holding NV approved the
update of the Business Plan with the aim of achieving a positive cash position in 2022 and more than
EUR 300 million at the end of the plan).
The following table highlights the financial indicators:
Ratio
2021
2020
Total Liabilities
327,361
538,360
- Less cash and cash equivalents and current financial assets
(286,986)
(416,179)
Net Financial Debt
40,375
122,181
Total Equity
1,227,557
1,182,962
- Hedging reserve
2,842
(123)
Adjusted Equity
1,230,399
1,182,839
Net Gearing Ratio
3.28%
10.33%
Adjusted Equity
1,230,399
1,182,839
Total Assets
2,111,058
2,232,379
Equity ratio
58.28%
52.99%
The cost of borrowing is 2.0% of average debt in 2021 (2.4% in 2020).
The Management of the Group monitors the trend of Return on Equity with a ratio given by Profit on continuing
operation over Equity. This indicator is 10.02% in 2021 (9.24% in 2020), thanks to the positive performance of
operations.
Consolidated Financial Statements 2021 Cementir Holding NV | 153
13.1) Subsidiaries with material non-controlling interests
Aalborg Portland Malaysia
AB Sydsten
(EUR'000)
31.12.2021
31.12.2020
31.12.2021
31.12.2020
Revenue
45,103
39,958
74,723
68,939
Profit for the year:
1,217
2,802
6,933
5,633
- attributable to the owners of the Parent
852
1,961
3,311
2,657
- attributable to non-controlling interests
365
841
3,622
2,976
Other comprehensive income (expense)
2,401
(3,653)
(551)
639
Comprehensive income (expense) for the year
3,618
(851)
6,382
6,272
Assets:
71,144
65,199
56,475
57,552
- Non-current assets
25,536
24,859
24,410
26,207
- Current assets
45,608
40,340
32,065
31,345
Liabilities:
13,253
11,071
30,419
31,176
- Non-current liabilities
2,361
2,265
15,447
15,385
- Current liabilities
10,892
8,806
14,972
15,791
Net assets
57,891
54,128
26,056
26,376
- attributable to the owners of the Parent
40,520
37,890
12,156
12,355
- attributable to non-controlling interests
17,371
16,238
13,900
14,021
Net change in cash flow
4,242
7,265
9,664
11,406
Dividends paid to third parties
-
-
2,665
2,550
Lehigh White Cement
Company
Sinai White Portland
Cement
(EUR'000)
31.12.2021
31.12.2020
31.12.2021
31.12.2020
Revenue
138,938
138,047
50,730
43,364
Profit for the year:
9,972
8,621
5,425
4,759
- attributable to the owners of the Parent
6,307
5,453
3,858
3,384
- attributable to non-controlling interests
3,665
3,168
1,567
1,375
Other comprehensive income (expense)
7,805
(7,944)
7,219
(6,256)
Comprehensive income (expense) for the year
17,777
677
12,644
(1,497)
Assets:
268,094
236,079
122,404
104,446
- Non-current assets
172,064
166,417
36,772
35,317
- Current assets
96,030
69,662
85,632
69,129
Liabilities:
49,464
43,896
25,277
19,700
- Non-current liabilities
21,582
22,878
7,870
7,460
- Current liabilities
27,882
21,018
17,407
12,240
Net assets
218,630
192,183
97,127
84,746
- attributable to the owners of the Parent
138,283
121,555
69,068
60,263
- attributable to non-controlling interests
80,347
70,628
28,059
24,483
Net change in cash flow
21,768
32,385
14,240
10,522
Dividends paid to third parties
-
6,057
-
-
Consolidated Financial Statements 2021 Cementir Holding NV | 154
14) Employee benefits
Employee benefits totalled EUR 32,450 thousand (EUR 36,822 thousand at 31 December 2020) and included
provisions for employee benefits and post-employment benefits. Where conditions are met for their recognition,
liabilities are also recognised for future commitments connected with medium/long-term incentive plans that
will be paid to employees at the end of the plan period. The long-term incentive plan envisages the payment
of a variable monetary reward, calculated on the basis of the gross annual salary of the beneficiary, which is
tied to the achievement of the business and financial objectives in the Industrial Plans prepared and approved.
It amounted to EUR 2,256 thousand at 31 December 2021 (EUR 3,760 thousand at 31 December 2020).
Liabilities for employee benefits, mainly in Turkey, Belgium and Norway, are included in the defined benefit
plans and are partly funded by insurance plans. In particular, plan assets refer to the pension plans in Belgium
and Norway. Liabilities are valued applying actuarial methods and assets have been calculated based on the
fair value at the reporting date. Post-employment benefits are an unfunded and fully provisioned liability
recognised for benefits attributable to employees upon or after termination of employment. This liability is a
defined contribution plan. The assumptions are summarised in the table below:
Values in %
31.12.2021
31.12.2020
Annual discount rate
1%-2%
0,3%-2%
Expected return on plan assets
2%
2%
Annual post-employment benefits growth rate
2.81%
2.62%
The amounts disclosed in the statement of financial position were determined as follows:
(EUR'000)
31.12.2021
31.12.2020
Liabilities for employee benefits
61,467
63,901
Fair value of plan assets
(31,273)
(30,839)
Employee benefits
30,194
33,062
Long-term incentive plan obligation
2,256
3,760
Total employee benefits
32,450
36,822
The tables below show changes in the net liabilities/(assets) for employee benefits and the related parts:
(EUR'000)
31.12.2021
31.12.2020
Liabilities for employee benefits opening balance
63,901
64,212
Current service cost
2,892
2,650
Interest cost
447
568
Net actuarial gains recognised in the year
-1,967
757
Change in consolidation scope
-
-
Exchange differences
(1,195)
(978)
Other changes
978
-
(Benefits paid)
(3,589)
(3,308)
Liabilities for employee benefits closing balance
61,467
63,901
Consolidated Financial Statements 2021 Cementir Holding NV | 155
(EUR'000)
31.12.2021
31.12.2020
Fair value of plan assets opening balance
30,839
30,368
Financial income on plan assets
184
208
Net actuarial gains recognised in the year
688
880
Change in consolidation scope
-
-
Exchange differences
195
(245)
Other changes
-
-
(Benefits paid)
(633)
(372)
Fair value of plan assets closing balance
31,273
30,839
At 31 December 2021, the effect on the Defined Benefit plans in Belgium/France of a decrease or increase in
the key assumptions, is shown below:
- Discount rate +50 bp: EUR -2.2 million;
• Discount rate -50 bp: EUR +2.6 million;
• Increase in healthcare costs + 1%: EUR 1.8 million
Regarding these plans, the life expectancy for an employee of 65 y.o. today:
• Belgium: M: 20.93 years / F: 24.58 years
• France: plans are related to payment during active life or at retirement so the information is not relevant.
Employer and employees’ contribution 2021 related to pension plans in Belgium are:
• Employees’ contribution: EUR 0.3 million
• Employer’s contributions: EUR 1.1 million
Expected Employer contribution 2021 related to pension plans in Belgium are EUR 1.1 million.
Total weighted average duration of these Defined Benefit Obligation is 12 years.
Consolidated Financial Statements 2021 Cementir Holding NV | 156
15) Provisions
Non-current and current provisions amounted to EUR 28,088 thousand (EUR 25,871 thousand at
31 December 2020) and EUR 5,246 thousand (EUR 4,576 thousand at 31 December 2020) respectively.
(EUR'000)
Provision for
quarry
restoration
Litigation
provision
Other
provisions
Total
provisions
Balance at 1 January 2021
22,298
3,584
4,565
30,447
Provisions
740
5,971
129
6,840
Utilisations
(382)
(403)
(342)
(1,127)
Decrease
(12)
(939)
(239)
(1,190)
Change in consolidation scope
-
-
-
-
Exchange differences
(774)
(833)
120
(1,487)
Reclassifications
-
-
-
-
Net actuarial gains recognised in the year
-
-
(149)
(149)
Other changes
-
-
-
-
Balance at 31 December 2021
21,870
7,380
4,084
33,334
Including:
Non-current provisions
21,577
3,964
2,547
28,088
Current provisions
293
3,416
1,537
5,246
(EUR'000)
Provision for
quarry
restoration
Litigation
provision
Other
provisions
Total
provisions
Balance at 1 January 2020
23,188
4,243
15,823
43,254
Provisions
488
541
393
1,422
Utilisations
(471)
(329)
(11,037)
(11,837)
Decrease
(166)
(17)
(56)
(239)
Change in consolidation scope
-
-
-
-
Exchange differences
(741)
(854)
(101)
(1,696)
Reclassifications
-
-
-
-
Net actuarial gains recognised in the year
-
-
(457)
(457)
Other changes
-
-
-
-
Balance at 31 December 2020
22,298
3,584
4,565
30,447
Including:
Non-current provisions
22,018
1,010
2,843
25,871
Current provisions
280
2,574
1,722
4,576
The provision for quarry restructuring is allocated for the cleaning and maintenance of quarries where raw
materials are extracted, to be performed before the utilisation concession expires.
In addition, within the net tax charge, an accrual for an amount of Eur 3.1 million has been made in CCB France
following a tax audit that took place in 2021 referring to the disavowal of some write off made in 2017 tax year
soon after the CCB Group acquisition. A case is ongoing with Tax authorities in France to review their preliminary
evaluation.
Consolidated Financial Statements 2021 Cementir Holding NV | 157
Other provisions mainly consist of environmental provisions totalling approximately EUR 1.7 million
(EUR 1.6 million at 31 December 2020), provision for risks for corporate restructuring costs for around
EUR 1.1 million (EUR 1.5 million at 31 December 2020).
16) Trade payables
The carrying amount of trade payables approximates their fair value; the item breaks down as follows:
(EUR'000)
31.12.2021
31.12.2020
Suppliers
274,492
220,849
Related parties (note 34)
475
289
Advances
6,948
4,799
Trade payables
281,915
225,937
17) Financial liabilities
Non-current and current financial liabilities are shown below:
(EUR'000)
31/12/2021
31/12/2020
Payables to banks (note 33)
162,556
101,243
Lease liabilities (note 31)
49,944
58,109
Lease liabilities - related parties (note 34)
376
1,855
Fair value of derivatives
8,621
1,262
Financial debt - related parties
-
-
Non-current financial liabilities
221,497
162,469
Bank loans and borrowing
7,581
-
Current portion of non-current financial liabilities
68,564
342,220
Current loan liabilities - related parties (note 34)
-
-
Current lease liabilities (note 31)
24,570
24,247
Current lease liabilities - related parties (note 34)
1,489
1,460
Other loan liabilities
16
43
Fair value of derivatives
3,644
7,921
Current financial liabilities
105,864
375,891
Total financial liabilities
327,361
538,360
The carrying amount of non-current and current financial liabilities approximates their fair value.
It should be noted that during the period, a new senior term loan with a duration of three years, with half-yearly
repayments, at market conditions with a pool of banks with Banca Nazionale del Lavoro as agent bank and
BNP Paribas Italian Branch as global coordinator. In addition, on 28 May 2021, Cementir Holding repaid,
ahead of the due date in October 2021, a term loan of EUR 330 million granted by a pool of banks with
Mediobanca as agent bank.
At 31 December 2021, the total financial exposure was EUR 327.4 million (EUR 538.4 million at
31 December 2020), the change in debt of approximately EUR 211 million is mainly related to the repayment of the
loan (EUR 330 million), the new loan (EUR 150 million) and the total fair value of derivative instruments, negative
for about EUR 12.3 million (negative for about EUR 9.2 million at 31 December 2020), which represents the
Consolidated Financial Statements 2021 Cementir Holding NV | 158
valuation at 31 December 2021 of the derivatives put in place to hedge against changes in interest rates,
commodities and exchange rates maturing between January 2021 and February 2027.
About 72.9% of these financial liabilities requires compliance with financial covenants which were complied
with at 31 December 2021. In particular, the covenant to be complied with is the debt/EBITDA ratio, at
consolidated level.
In this regard, it should be noted that the impact of the COVID-19 pandemic did not show a breach of any
covenant in the above loans.
The Group’s exposure, broken down by residual expiry of the financial liabilities, is as follows:
(EUR'000)
31.12.2021
31.12.2020
Within three months
22,640
19,410
Between three months and one year
83,224
356,481
Between one and two years
82,094
35,277
Between two and five years
94,324
69,610
After five years
45,079
57,582
Total financial liabilities
327,361
538,360
(EUR'000)
31.12.2021
31.12.2020
Floating rate
315,589
571,769
Fixed rate
11,772
-
Financial liabilities
327,361
571,769
As required by CONSOB Communication 6064293 of 28 July 2006, the Group’s net financial debt is shown in
the next table:
(EUR'000)
31.12.2021
31.12.2020
A. Cash
422
334
B. Other cash equivalents
282,117
413,231
C. Securities held for trading
-
-
D. Cash and cash equivalents
282,539
413,565
E. Current loan assets
4,446
2,614
F. Current bank loans and borrowings
(7,581)
-
G. Current portion of non-current debt
(55,974)
(329,605)
H. Other current loan liabilities
(42,308)
(46,286)
I. Current financial debt (F+G+H)
(105,863)
(375,890)
J. Net current financial debt (I-E-D)
181,122
40,288
K. Non-current bank loans and borrowings
(221,497)
(162,469)
L. Bonds issued
-
-
M. Other non-current liabilities
-
-
N. Non-current financial debt (K+L+M)
(221,497)
(162,469)
O. Net financial debt (J+N)
(40,375)
(122,181)
Consolidated Financial Statements 2021 Cementir Holding NV | 159
18) Current tax liabilities
Current tax liabilities amounted to EUR 17,064 thousand (EUR 17,892 thousand at 31 December 2020) and
relate to income tax liabilities, net of payments on account.
19) Other non-current and current liabilities
Other non-current liabilities totalled EUR 2,041 thousand (EUR 2,927 thousand at 31 December 2020) and
included around 1.6 million of deferred income (EUR 2.5 million at 31 December 2020) relating to future
benefits from a business agreement which started to accrue from 1 January 2013, which are payable within
five years.
Other current liabilities totalled EUR 59,437 thousand (EUR 59,437 thousand at 31 December 2020) and
break down as follows:
(EUR'000)
31.12.2021
31.12.2020
Personnel
25,663
33,584
Social security institutions
3,770
3,667
Related parties (note 34)
-
4
Deferred income
969
963
Accrued expenses
2,071
2,184
Other sundry liabilities
18,057
19,035
Other current liabilities
50,530
59,437
Deferred income refers to the future benefits of the above-mentioned business agreement (approximately
EUR 0.8 million in line with 31 December 2020).
Other sundry liabilities mainly includes payables to the revenue office for employee withholdings, VAT and
other payables.
20) Deferred tax assets and liabilities
Deferred tax liabilities totalling EUR 138,806 thousand (31 December 2020: EUR 137,595 thousand) and
deferred tax assets totalling EUR 50,509 thousand (31 December 2020: EUR 48,770 thousand) break down as
follows:
(EUR'000)
Deferred tax
liabilities
Deferred tax assets
Balance at 1 January 2021
137,595
48,770
Accrual, net of utilisation in profit or loss
735
4,687
Increase (decrease) in equity
612
(250)
Change in consolidation scope
1,134
-
Exchange differences
(2,029)
(2,688)
Other changes
759
(10)
Balance at 31 December 2021
138,806
50,509
Consolidated Financial Statements 2021 Cementir Holding NV | 160
(EUR'000)
Deferred tax
liabilities
Deferred tax assets
Balance at 1 January 2020
146,001
49,695
Accrual, net of utilisation in profit or loss
(3,294)
4,317
Increase (decrease) in equity
713
(826)
Change in consolidation scope
-
-
Exchange differences
(5,735)
(4,073)
Other changes
(90)
(343)
Balance at 31 December 2020
137,595
48,770
(EUR'000)
01.01.2021
Accrual, net
of utilisation
in profit or
loss
Increase, net
of decreases
in equity
Change in
consolidation
scope
31.12.2021
Fiscally-driven depreciation of property, plant
and equipment
81,707
(963)
-
1,134
81,878
Fiscally-driven amortisation of intangible assets
18,495
(672)
(1,203)
-
16,620
Revaluation of plant
11,286
(582)
(2,623)
(10)
8,071
Other
26,107
2,952
2,409
769
32,237
Deferred tax liabilities
137,595
735
(1,417)
1,893
138,806
Tax losses carried forward
23,535
4,688
(2,489)
-
25,734
Provisions for risks and charges
1,342
140
(402)
(70)
1,010
Differences in property, plant and equipment
79
-
(348)
-
(269)
Other
23,814
(141)
301
60
24,034
Deferred tax assets
48,770
4,687
(2,938)
(10)
50,509
(EUR'000)
01.01.2020
Accrual, net
of utilisation
in profit or
loss
Increase, net
of decreases
in equity
Change in
consolidation
scope
31.12.2020
Fiscally-driven depreciation of property, plant
and equipment
83,192
197
(1,682)
81,707
Fiscally-driven amortisation of intangible assets
22,216
(2,641)
(1,080)
18,495
Revaluation of plant
12,411
530
(1,655)
11,286
Other
28,182
(1,380)
(695)
26,107
Deferred tax liabilities
146,001
(3,294)
(5,112)
137,595
Tax losses carried forward
19,639
5,902
(2,006)
23,535
Provisions for risks and charges
1,453
231
(342)
1,342
Differences in property, plant and equipment
394
-
(315)
79
Other
28,209
(1,816)
(2,579)
23,814
Deferred tax assets
49,695
4,317
(5,242)
48,770
Recovery of the deferred tax assets is expected in the following years within the timeframe defined by the
relevant legislation.
Consolidated Financial Statements 2021 Cementir Holding NV | 161
An amount of EUR 7 million has been accured referring to the conclusion of a Mutually Agreed Procedure
(MAP) mentioned in the 2020 notes to the financial statement. The procedure was initiated in November 2014
following an audit by the Danish Tax Authorities concerning the disavowal of royalties paid by Aalborg Portland
Holding to Cementir Holding in the period 2008 – 2012. The Danish and Italian Tax Authorities have reached
an agreement in 2021 and consequently an accrual has been posted in the accounts to reflect the application
of the decision referring to the period covered by the MAP resolution as well as to the following years up to
2021. The mentioned amount represents the net impact regarding the additional tax charges in Denmark net
of the revised tax credit in Cementir Holding.
21) Revenue
(Euro ‘000)
2021
2020
Product sales
1,270,723
1,143,288
Product sales to related parties (note 34)
78
75
Services
89,175
81,430
Revenue
1,359,976
1,224,793
Group revenue reached EUR 1,360.0 million, up 11% compared to EUR 1,224.8 million in 2020.
The caption Services is mainly related to transport services which are recognised at the time the service is
provided.
Revenue by product broken down by related operating segments is shown below:
2021
Nordic &
Baltic
Belgium
North
America
Turkey
Egypt
Asia
Pacific
Holding
and
Services
Unallocated
items and
adjustments**
CEMENTIR
HOLDING
GROUP
(Euro ‘000)
Cement
353,598
137,595
139,819
123,766
50,730
107,900
-
(59,612)
853,796
Ready-mixed
concrete
323,781
81,612
-
43,239
-
-
-
-
448,632
Aggregates
33,891
55,753
-
1,926
-
2,572
-
-
94,142
Waste
-
-
-
12,243
-
-
-
-
12,243
Other
-
-
15,659
11,702
-
-
136,580
(35,799)
128,142
Unallocated items and
adjustments
(37,999)
(3)
-
(19,614)
-
(2,455)
-
(116,908)
(176,979)
Revenue
673,271
274,957
155,478
173,262
50,730
108,017
136,580
(212,319)
1,359,976
2020
Nordic &
Baltic
Belgium
North
America
Turkey
Egypt
Asia
Pacific
Holding
and
Services
Unallocated
items and
adjustments**
CEMENTIR
HOLDING
GROUP
(Euro ‘000)
Cement
327,712
131,383
139,045
102,212
43,364
94,605
(59,065)
779,256
Ready-mixed
concrete
292,410
67,944
-
30,515
-
-
-
390,869
Aggregates
32,073
53,910
-
-
-
2,585
-
-
88,568
Waste
-
-
-
12,077
-
-
-
-
12,077
Other
-
13,923
11,070
-
-
89,771
(23,684)
91,080
Unallocated items and
adjustments
(33,429)
-
(14,039)
-
(2,530)
-
(87,059)
(137,057)
Revenue
618,766
253,237
152,968
141,835
43,364
94,660
89,771
(169,808)
1,224,793
____________________
** “Unallocated items and adjustments” mainly refers to infra-group transactions
Consolidated Financial Statements 2021 Cementir Holding NV | 162
22) Increase for internal work and other income
Increase for internal work of EUR 9,260 thousand (EUR 6,417 thousand in 2020) refers to the capitalisation of
costs of materials and personnel costs used in the realisation of property, plant and equipment and intangible
fixed assets.
Other income
Other income of EUR 29,751 thousand (EUR 16,025 thousand in 2020) breaks down as follows:
(Euro ‘000)
2021
2020
Rent, lease and hires
1,073
1,503
Rent, lease and hires - related parties (note 34)
106
117
Gains
2,129
712
Release of provision for risks
1,190
239
Insurance refunds
280
170
Revaluation of investment property (note 4)
18,267
6,713
Other income
6,668
6,474
Other income from related parties (note 34)
38
97
Other income
29,751
16,025
23) Raw materials costs
(Euro ‘000)
2021
2020
Raw materials and semi-finished products
295,492
251,034
Fuel
140,054
83,602
Electrical energy
100,533
83,723
Other materials
49,655
45,735
Change in raw materials, consumables and goods
(19,266)
(2,899)
Raw materials costs
566,468
461,195
The cost of raw materials amounted to EUR 566.5 million (EUR 461.2 million in 2020), up 23% both due to higher
business volumes mainly in Turkey, Denmark and Belgium, and the generalised increase in fuel prices on
international markets.
24) Personnel costs
(Euro ‘000)
2021
2020
Wages and salaries
142,909
145,624
Social security charges
27,714
26,635
Other costs
10,783
16,171
Personnel costs
181,406
188,430
Pensions cost amount to EUR 929 thousand (EUR 874 thousand in 2020) and are included in other costs.
Consolidated Financial Statements 2021 Cementir Holding NV | 163
The Group’s workforce breaks down as follows:
31.12.2021
31.12.2020
average
average
2021
2020
Executives
65
69
68
75
Middle management, white-collar workers and intermediates
1,207
1,172
1,220
1,170
Blue-collar workers
1,811
1,754
1,787
1,773
Total
3,083
2,995
3,075
3,018
More specifically, at 31 December 2021, employees in service at the Parent numbered 41 (44 at
31 December 2020); those at the Cimentas Group numbered 773 (748 at 31 December 2020), those at the
Aalborg Portland Group numbered 1,131 (1,097 at 31 December 2020), those at the Unicon Group numbered
677 (644 at 31 December 2020), and those at the CCB Group numbered 461 (462 at 31 December 2020). The
Group has no employees in the Netherlands.
25) Other operating costs
(Euro ‘000)
2021
2020
Transport
181,463
152,499
Services and maintenance
86,415
79,874
Consultancy
9,665
10,438
Insurance
4,382
4,223
Other services - related parties (note 34)
492
492
Rent, lease and hires
10,317
10,688
Rent, lease and hires - related parties (note 34)
105
83
Other costs
62,055
61,137
Other operating costs
354,894
319,434
26) Amortisation, depreciation, impairment losses and additions to provision
(Euro ‘000)
2021
2020
Amortisation
16,595
17,391
Depreciation
92,976
86,832
Provisions
3,234
990
Impairment losses
364
1,354
Amortisation, depreciation, impairment losses and provisions
113,169
106,567
Amortisation, depreciation, impairment losses and provisions include EUR 27.5 million (EUR 26.1 million in 2020)
in amortisation of right of use assets in the application of the IFRS 16.
Impairment losses refer to trade receivables for EUR 0.4 million.
Consolidated Financial Statements 2021 Cementir Holding NV | 164
27) Net financial income (expense) and share of net profits of equity-accounted investees
The negative balance for 2021 of EUR 25,797 thousand (2020: negative EUR 14,615 thousand) relates to the
share of net profits of equity-accounted investees and net financial income, broken down as follows:
(Euro ‘000)
2021
2020
Share of profits of equity-accounted investees
818
571
Share of losses of equity-accounted investees
-
-
Share of net profits of equity-accounted investees
818
571
Interest and financial income
2,031
3,539
Interest and financial income - related parties (note 34)
48
29
Grants related to interest
-
-
Financial income on derivatives
3,812
8,735
Revaluation of equity investments
-
-
Total financial income
5,891
12,303
Interest expense
(8,641)
(12,710)
Other financial expense
(3,771)
(6,728)
Interest and financial expense - related parties (note 34)
(41)
(99)
Losses on derivatives
(6,396)
(3,982)
Total financial expense
(18,849)
(23,519)
Exchange rate gains
9,002
10,029
Exchange rate losses
(22,659)
(13,999)
Net exchange rate losses
(13,657)
(3,970)
Net financial income (expense)
(26,615)
(15,186)
Net financial income (expense) and share of net profits of equity-accounted
investees
(25,797)
(14,615)
In 2021, net financial income was negative by EUR 26.6 million compared to the previous year (negative by
EUR 15.2 million in 2020) and included net financial expenses of EUR 10.4 million (EUR 16 million in 2020),
foreign exchange expenses of EUR 13.7 million (EUR 4.0 million in 2020) mainly due to the performance of
the Turkish Lira and the impact of the valuation of derivatives.
Interest expense included EUR 1.9 million (EUR 1.9 million in the first half of 2020) thousand in interest on
lease liabilities arising from the application of the IFRS 16 accounting standard.
Financial income and expense on derivatives mainly reflect the mark-to-market accounting of derivatives
purchased to hedge currency and interest rate risks. In the light of the aforementioned measurements, around
EUR 3.2 million (around EUR 0.7 million at 31 December 2020) are unrealised gains and around
EUR 1.2 million (around EUR 1.2 million at 31 December 2020) are unrealised losses.
Regarding exchange gains (EUR 9 million) and losses (EUR 22.7 million), approximately EUR 2.6 million were
unrealised gains (EUR 4.6 million in 2020) and approximately EUR 3.5 million were unrealised losses
(EUR 6 million in 2020).
Consolidated Financial Statements 2021 Cementir Holding NV | 165
28) Income taxes
(Euro ‘000)
2021
2020
Current taxes
53,110
40,807
Deferred taxes
(4,119)
(7,612)
Income taxes
48,991
33,195
The following table shows the difference between the theoretical and effective tax expense:
(Euro ‘000)
2021
2020
Theoretical tax expense
40,530
36,234
Tax according to Italian tax rate
24%
24%
Taxable permanent differences
10,909
6,610
Deductible permanent differences
(7,518)
(7,852)
Tax consolidation scheme
394
835
Other changes
5,617
(2,441)
Effective IRAP tax expense
(941)
(191)
Income taxes
48,991
33,195
Applicable tax rate for the year
28%
23%
29) Earnings per share
Basic earnings per share are calculated by dividing profit attributable to the owners of the Parent by the monthly
weighted average number of ordinary shares outstanding in the year.
(Euro)
2021
2020
Profit (EUR ‘000)
113,316
102,008
Weighted average number of outstanding ordinary shares (’000)
156,434
159,043
Basic earnings per ordinary share from continuing operations
0.724
0.641
Diluted earnings per ordinary share from continuing operations
0.724
0.641
Diluted earnings per share equal the basic earnings per share as the only outstanding shares are the ordinary
shares of Cementir Holding NV.
(Euro)
2021
2020
Profit (EUR ‘000)
113,316
102,008
Weighted average number of outstanding ordinary shares (’000)
156,434
159,043
Basic earnings per ordinary share
0.724
0.641
Diluted earnings per ordinary share
0.724
0.641
Consolidated Financial Statements 2021 Cementir Holding NV | 166
30) Other comprehensive expense
The following table gives a breakdown of other comprehensive expense, including and excluding the related
tax effect:
(Euro ‘000)
2021
2020
Gross
amount
Tax effect
Net amount
Gross
amount
Tax effect
Net amount
Net actuarial gains (losses) on
post-employment benefits
2,854
(708)
2,146
580
(206)
374
Foreign currency translation
differences - foreign operations
(32,370)
-
(32,370)
(80,298)
-
(80,298)
Financial instruments
3,017
(321)
2,696
6,643
(1,334)
5,309
Total other comprehensive
income (expense)
(26,499)
(1,029)
(27,528)
(73,075)
(1,540)
(74,615)
31) IFRS 16 Leases
The following table shows the impact of the application of IFRS 16 for the Group at 31 December 2021 and
the related disclosures:
(Euro ‘000)
Land and
buildings
Plant and
equipment
Other
Total
Right-of-use
assets
Gross amount at 1° gennaio 2021
18,670
22,173
86,113
126,956
Increase
2,896
2,540
14,099
19,535
Decrease
(626)
(2,209)
(4,620)
(7,455)
Exchange differences
541
527
(947)
121
Reclassifications
3
10
78
91
Gross amount at 31 dicembre 2021
21,484
23,041
94,723
139,248
Amortisation at 1° gennaio 2021
6,079
6,277
30,675
43,031
Amortisation
3,316
3,955
20,189
27,460
Decrease
(242)
(1,680)
(4,070)
(5,992)
Exchange differences
172
300
(248)
224
Reclassifications
3
2
105
110
Amortisation at 31 dicembre 2021
9,328
8,854
46,651
64,833
Net amount at 31 dicembre 2021
12,156
14,187
48,072
74,415
Consolidated Financial Statements 2021 Cementir Holding NV | 167
(Euro ‘000)
Land and
buildings
Plant and
equipment
Other
Total
Right-of-use
assets
Gross amount at 1° gennaio 2020
17,933
16,914
67,291
102,138
Increase
2,135
6,042
22,055
30,232
Decrease
(436)
(143)
(3,098)
(3,677)
Exchange differences
(670)
(826)
(1,257)
(2,753)
Reclassifications
(292)
186
1,122
1,016
Gross amount at 31 dicembre 2020
18,670
22,173
86,113
126,956
Amortisation at 1° gennaio 2020
3,281
3,041
13,132
19,454
Amortisation
3,114
3,525
19,496
26,135
Decrease
(188)
(256)
(2,152)
(2,596)
Exchange differences
(102)
(228)
(461)
(791)
Reclassifications
(26)
195
660
829
Amortisation at 31 dicembre 2020
6,079
6,277
30,675
43,031
Net amount at 31 dicembre 2020
12,591
15,896
55,438
83,925
As at 31 December 2021, right-of-use assets reached EUR 74,415 thousand (EUR 83,925 thousand at
31 December 2020) and the “Other” category equal to EUR 48.1 million (EUR 55.4 million at
31 December 2020) mainly included lease contracts for vehicles and means of transport for EUR 47.6 million
(EUR 54.9 at 31 December 2020).
The Group’s exposure, broken down by expiry of the lease liabilities, is as follows:
(Euro ‘000)
31.12.2021
31.12.2020
Within three months
7,026
7,031
Between three months and one year
20,264
20,378
Between one and two years
19,359
22,710
Between two and five years
23,513
30,299
After five years
10,326
11,190
Total undiscounted lease liabilities at December 31
80,488
91,608
Current and non-current lease liabilities are shown below:
(Euro ‘000)
31.12.2021
31.12.2020
Non-current lease liabilities
49,944
58,109
Non-current lease liabilities - related parties (note 34)
376
1,855
Non-current lease liabilities
50,320
59,964
Current lease liabilities
24,570
24,247
Current lease liabilities - related parties (note 34)
1,489
1,460
Current lease liabilities
26,059
25,707
Total lease liabilities
76,379
85,671
Consolidated Financial Statements 2021 Cementir Holding NV | 168
Amounts recognised in the consolidated income statement
(Euro ‘000)
2021
2020
Depreciation (note 26)
27,460
26,135
Interest expense on lease liabilities
1,851
1,904
Short-term lease costs
3,141
3,246
Costs of leases of low-value assets
156
153
Amounts recognised in the cash flow statement
(Euro ‘000)
2021
2020
Total cash outflow for leases
29,324
27,923
32) Financial risks
Credit risk
The Group’s maximum exposure to credit risk at 31 December 2021 equals the carrying amount of loans and
receivables recognised in the statement of financial position.
Management of the credit risks is based on internal credit limits, which are based on the customer's and the
counterparties' creditworthiness, based on both internal and external credit ratings as well as the Group’s
experience with the counterparty. If no satisfactory guarantee is obtained when credit rating the
customer/counterparty, payment in advance or separate guarantee for the sale, e.g. a bank guarantee, will be
required.
Given the sector’s collection times and the Group’s procedures for assessing customers’ creditworthiness, the
percentage of disputed receivables is low. If an individual credit position shows irregular payment trends, the
Group blocks further supplies and takes steps to recover the outstanding amount.
Due to the market situation, the Group has in recent years increased the resources used on follow-up on
customers, which contributes to early warnings of possible risks. Historically the Group has had relatively small
losses due to customers’ or counterparties’ inability to pay.
Recoverability is assessed considering any collateral pledged that legally can be attached and advice from
legal advisors who oversee collection procedures. The Group impairs all receivables for which a loss is
probable at the reporting date, based on whether the entire amount or a part thereof will not be recovered.
The credit risk limit of financial assets corresponds to the values recognised on the balance sheet.
No individual customer or co-operator poses any material risk to the Group.
With respect to bank deposits and derivatives, the Group has always worked with leading counterparties, thus
limiting its credit risk in this sense.
Notes 8 and 11 provide information on trade and other receivables.
Consolidated Financial Statements 2021 Cementir Holding NV | 169
At 31 December 2021 the break down by Region of Net trade receivables, as follows:
(Eur ‘000)
31.12.2021
31.12.2020
Nordic & Baltic
54,078
46,604
Belgium
45,844
41,648
North America
19,825
18,531
Turkey
31,062
34,516
Egypt
2,920
2,309
Asia Pacific
6,743
5,703
Italy
7,242
1,005
Total
167,714
150,316
In Nordic and Baltic Region, receivables are attributable to Danish customers and export customers
characterised as medium-sized and major customers. The Group is familiar with the Danish customers, who
have not been granted long credit lines. Experience shows that export customers pose a low credit risk.
Regarding ready-mixed concrete and aggregates business, the Group's customers primarily consist of
contractors, builders and other customers posing a higher credit risk.
In North America, Asia Pacific and Egypt, activities are attributable to minor local customers and medium-sized
to major customers on a global scale. Credits are granted in accordance with usual, local trading terms. Credit
rating is applied to some types of customers, but experience shows that customers in Overseas pose a low
credit risk.
In Turkey, there are both dealers and end users (contractors and other customers) within both the ready-mixed
concrete, cement and waste business. All customers are generally required to provide security for deliveries
unless the management has assessed that there are no significant risks associated with selling to that
customer. The waste business sales are only to large customers. Received collaterals amount to
EUR 21.4 million at 31 December 2021 (EUR 22.1 million at 31 December 2020).
Liquidity risk
The Group has credit facilities which cover any unforeseen requirements.
Note 17 Financial Liabilities provides a breakdown of financial liabilities by due date.
Market risk
Information necessary to assess the nature and scope of financial risks at the reporting date is provided in this
section.
Currency risk
The Group is exposed to the risk of fluctuations in exchange rates, which may affect its earnings performance
and equity.
With respect to the main effects of consolidating foreign companies, if the exchange rates for the Turkish lira
(TRY), Norwegian krone (NOK), Swedish krona (SEK), US dollar (USD), Chinese renminbi yuan (CNY),
Malaysian ringgit (MYR) and Egyptian pound (EGP) were an average 10% below the effective exchange rate,
the translation of equity at 31 December 2021 would have generated a decrease of EUR 55 million equal to
about 4.5% on consolidated equity (reduction of EUR 56 million equal to about 4.8% as at 31 December 2020).
Consolidated Financial Statements 2021 Cementir Holding NV | 170
The currency that had the greatest impact was the Turkish Lira (TRY), EUR 11 million. Further currency risks
deriving from the consolidation of the other foreign companies are to be considered irrelevant.
The Group is mainly exposed to currency risk in relation to EBIT from sales and purchases in NOK, CNY,
GBP, PLN and SEK. A hypothetical decrease of 10% in all these exchange rates (excluding the DKK) would
have lowered EBITDA by EUR 13.4 million (CNY amounts to EUR 3.4 million, USD amounts to
EUR 3.5 million, SEK amounts to EUR 1.7 million, PLN amounts to EUR 1.6 million, TRY amounts to EUR 1.6
million and NOK amounts to EUR 2.7 million) (2020 EUR 10.7 million of which: CNY amounted to
EUR 1.7 million, USD amounted to EUR 3.4 million, SEK amounted to EUR 1.6 million, PLN amounted to
EUR 1.4 million and NOK amounted to EUR 2.6 million).
The Group entered into a swap agreement (hedge accounting) with a termination date in 2024, where both
currency risk and interest risk have been hedged. Related to the interest risk the Group has agreed to pay a
fixed rate of 0.43% + a spread of 3.63% and the Group will receive EURIBOR + a spread of 2.88% each
30 April and 31 October until maturity. The effective part of the hedge is equal to all future cash flow payments
and nominal instalments.
The fair value liability is included in a separate line item in the balance sheet "Derivatives financial instruments”.
The ineffective part is recognised as financial income.
2021
Notional
amount
Maturity
Strike
Fair
value
liability
Change in
fair
value
recognised
in hedge
reserve
Ineffective
part
recognised
in income
statement
EURm
< 1 year
1-5 years
> 5 years
Swap USD/EUR
88.4
11.1
77.3
0.0
1,00 EUR/
1,235
USD
-7.1
2.0
0.3
2020
Notional
amount
Maturity
Strike
Fair
value
liability
Change in
fair
value
recognised
in hedge
reserve
Ineffective
part
recognised
in income
statement
EURm
< 1 year
1-5 years
> 5 years
Swap USD/EUR
99.8
11.4
88.4
0.0
1,00 EUR/
1,235
USD
-1.3
1.5
0.4
At 31 December 2021, risks connected with main receivables and payables in foreign currency related to those
in TRY, DKK, NOK, SEK, USD and GBP; Assuming an average drop of 10% in all the exchange rates, the
potential effect of the fluctuation, excluding the DKK, would be negative for approximately EUR 2.7 million
(31 December 2020: negative for approximately EUR 0.2 million). Similarly, a hypothetical increase in exchange
rates would have an identical positive effect.
Interest rate risk
The Group is exposed to the risk of fluctuations in interest rates. Consolidated net financial debt at
31 December 2021 totalled EUR 40.4 million (EUR 122.2 million at 31 December 2020). 96% of the interest
rates are floating rates, with the remaining 4% fixed rates.
Consolidated Financial Statements 2021 Cementir Holding NV | 171
Assuming all the other variables remain stable, an annual 1% increase in interest rates, for all the currencies
in which the Group has borrowings, would have had a negative effect on profit before taxes of EUR 0.8 million
(31 December 2020: EUR 1.8 million) and on equity of EUR 0.5 million (31 December 2020: EUR 1.3 million)
with respect to the floating rates applicable to the Group’s loans and cash and cash equivalents. A similar
decrease in interest rates would have an identical positive impact.
Raw materials price risk
The Group uses a range of raw materials for production purposes, which expose it to price risk, especially for
fuel and energy. The Group enters into contracts with defined price conditions for certain raw materials. The
market value of swap contracts open at 31 December is as follows:
2021
EUR million
Total
Market value - swap contract
2.4
2020
EUR million
Total
Market value - swap contract
2.1
33) Fair value hierarchy
IFRS 13 requires that assets and liabilities carried at fair value be classified using a hierarchy which reflects
the sources of the inputs used to measure their fair value. The hierarchy consists of the following levels:
- Level 1: measurement of fair value using quoted prices on active markets for identical assets or liabilities.
- Level 2: measurement of fair value using inputs other than the quoted prices included within Level 1 which
are directly observable (such as prices) or indirectly observable (i.e., derived from prices) on the market.
- Level 3: measurement of fair value using inputs for assets or liabilities that are not based on observable
market data (unobservable inputs).
The fair value of assets and liabilities is classified as follows:
31 december 2021
Note
Level 1
Level 2
Level 3
Total
(Eur ‘000)
Investment property
4
-
41,794
21,800
63,594
Current financial assets (derivative instruments)
9
-
3,938
-
3,938
Total assets
-
45,732
21,800
67,532
Non current financial liabilities (derivative instruments)
17
-
(8,621)
-
(8,621)
Current financial liabilities (derivative instruments)
17
-
(3,644)
-
(3,644)
Total liabilities
-
(12,265)
-
(12,265)
Consolidated Financial Statements 2021 Cementir Holding NV | 172
31 december 2020
Note
Level 1
Level 2
Level 3
Total
(Eur ‘000)
Investment property
4
-
50,261
28,981
79,242
Current financial assets (derivative instruments)
9
-
2,134
-
2,134
Total assets
-
52,395
28,981
81,376
Non current financial liabilities (derivative instruments)
17
-
(1,262)
-
(1,262)
Current financial liabilities (derivative instruments)
17
-
(7,921)
-
(7,921)
Total liabilities
-
(9,183)
-
(9,183)
No transfers among the levels took place during 2021 and no changes in level 3 were made.
Investment property classified in Level 3 of the fair value hierarchy refers to assets held by Italian companies.
For this type of asset, the fair value was determined using the following methodologies commonly accepted in
the valuation practice:
- Synthetic - comparative method, on the basis of which the fair value of the asset is determined by
referring to the unit market value (€/m2) multiplied by the surface of the asset;
- Direct capitalisation method, according to which the fair value of the asset is determined by dividing
the annual income by a capitalisation rate.
Consolidated Financial Statements 2021 Cementir Holding NV | 173
33.1) Financial instruments - Fair value and risk management
The following table shows the carrying amounts and fair values of financial assets and financial liabilities,
including their levels in the fair value hierarchy. It does not include fair value information for financial assets and
financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
31 december 2021
Carrying amount
Fair value
(Eur ‘000)
Note
Fair value –
hedging
instruments
Financial
assets/
liabilities
Other
financial
liabilities
Level 2
Financial assets measured at fair value
Commodity swap
9
2,367
2,367
Forwards
9
26
26
Cross Currency Swap
9
1,545
1,545
3,938
-
-
3,938
Financial assets not measured at fair value
Trade and other receivables
8-11
186,026
Cash and cash equivalents
12
282,539
-
468,565
-
-
Financial liabilities measured at fair value
Interest rate swap
17
3,061
3,061
Cross Currency Swap
17
8,621
8,621
Forwards
17
583
583
Commodity swap
17
-
-
12,265
-
-
12,265
Financial liabilities not measured at fair value
Bank loans and borrowing
17
162,556
Bank overdrafts
17
7,581
Current loan liabilities
17
68,564
Other loan liabilities
17
16
-
238,701
16
-
31 december 2020
Carrying amount
Fair value
(Eur ‘000)
Fair value –
hedging
instruments
Financial
assets/
liabilities
Other
financial
liabilities
Level 2
Financial assets measured at fair value
Commodity swap
9
2,020
2,020
Forwards
9
114
114
2,134
-
-
2,134
Financial assets not measured at fair value
Trade and other receivables
8-11
178,160
Cash and cash equivalents
12
413,565
-
591,725
-
-
Financial liabilities measured at fair value
Interest rate swap
17
7,305
7,305
Cross Currency Swap
17
1,262
1,262
Forwards
17
616
616
Commodity swap
17
-
-
9,183
-
-
9,183
Financial liabilities not measured at fair value
Bank loans and borrowing
17
101,243
Bank overdrafts
17
-
Current loan liabilities
17
342,219
Other loan liabilities
17
42
-
443,462
42
-
Consolidated Financial Statements 2021 Cementir Holding NV | 174
34) Related party transactions
Transactions performed by group companies with related parties are part of normal business operations and
take place at arm’s-length conditions. No atypical or unusual transactions took place. The following tables
show the value of related party transactions:
31 december 2021
Ultimate
Parent
Associates
Companies
under common
control
Other
related
parties
Total
related
parties
Total
financial
statements
% of
item
(Eur ‘000)
Statement of financial position
Non-current financial assets
-
-
107
-
107
282
37.9%
Current financial assets
-
-
420
-
420
4,446
9.4%
Trade receivables
63
-
29
-
92
170,170
0.1%
Trade payables
450
-
25
-
475
281,915
0.2%
Other non-current liabilities
-
-
-
-
-
2,041
0.0%
Other current liabilities
-
-
-
-
-
50,530
0.0%
Non-current financial liabilities
-
-
376
-
376
221,497
0.2%
Current financial liabilities
-
-
1,489
-
1,489
105,864
1.4%
Income statement
Revenue
-
-
78
-
78
1,359,976
0.0%
Other operating revenue
-
-
144
-
144
29,751
0.5%
Other operating costs
450
-
173
-
623
354,894
0.2%
Financial income
-
-
48
-
48
5,891
0.8%
Financial expense
-
-
41
-
41
18,849
0.2%
31 december 2020
Ultimate
Parent
Associates
Companies
under common
control
Other
related
parties
Total
related
parties
Total
financial
statements
% of
item
(Eur ‘000)
Statement of financial position
Non-current financial assets
-
-
447
-
447
576
77.6%
Current financial assets
-
-
402
-
402
2,614
15.4%
Trade receivables
42
-
805
-
847
155,065
0.5%
Trade payables
250
-
39
-
289
225,937
0.1%
Other current liabilities
-
-
4
-
4
59,438
0.0%
Non-current financial liabilities
-
-
1,855
-
1,855
162,469
1.1%
Current financial liabilities
-
-
1,460
-
1,460
375,890
0.4%
Income statement
Revenue
-
-
75
-
75
1,224,793
0.0%
Other operating revenue
-
-
214
-
214
16,025
1.3%
Other operating costs
450
-
143
-
593
319,434
0.2%
Financial income
-
-
29
-
29
12,303
0.2%
Financial expense
-
-
99
-
99
23,519
0.4%
Consolidated Financial Statements 2021 Cementir Holding NV | 175
The main related-party transactions are summarised below.
Business transactions with associates concern the sale of products and semi-finished products (cement and
clinkers) at arm’s-length conditions. Revenue and costs connected with business transactions with the ultimate
Parent and companies under common control include various services, such as leases.
The Group did not grant loans to directors or key management personnel during the reporting period and did not have
loan assets due from them at 31 December 2021.
As at 31 December 2021, fees due to directors and key management personnel stood at EUR 11,081 thousand.
Compensation paid to directors in financial year 2021 amounted to EUR 5,690 thousand, as shown in the following
table:
(Eur ‘000)
2021
2020
Fixed Remueration
1,968
1,978
Compensation for participation in committees
140
160
Variable Compensation
3,315
3,428
Non monetary benefits
7
7
Other fees
260
225
Total
5,690
5,798
Compensation paid to key management personnel, amounted to EUR 5,391 thousand and included
EUR 3,169 thousand for fixed remuneration and EUR 1,666 thousand for variable remuneration. The amount
of EUR 556 thousand related to non-monetary benefits.
Further information on remuneration has been included in the Remuneration Report.
35) Business acquisitions and disposals
ACQUISITION OF EGE KIRMATAS AS
On 23 November 2021, through its subsidiary Cimentas AS, the Group acquired 100% of the share capital of Ege
Kirmatas AS. The company is active in the aggregates sector.
The transaction qualifies as a business combination and has been treated in accordance with the provisions of IFRS
3. At the date of these consolidated financial statements, the determination of the fair value of the assets acquired
and liabilities assumed and the price adjustment procedure were completed; the consideration transferred for the
acquisition was EUR 3.9 million (USD 4.8 million), fully paid at the date of these financial statements.
Consolidated Financial Statements 2021 Cementir Holding NV | 176
The following table shows the fair values of the net assets acquired at the date of acquisition:
(EUR'000)
Financial
statements
as at
23/11/2021
Adjustments
Fair value as
at 23/11/2021
Intangible assets with a finite useful life
1
4,191
4,192
Property, plant and equipment
133
-
133
Other non-current assets
3
-
3
Inventories
-
-
-
Trade receivables
341
-
341
Other current assets
4
-
4
Cash and cash equivalents
106
-
106
Trade payables
(4)
-
(4)
Current tax liabilities
(50)
-
(50)
Other current liabilities
(35)
-
(35)
Income taxes tax liabilities
(6)
(838)
(844)
Net assets acquired
494
3,353
3,847
Goodwill attributable to the Group
48
Consideration paid for the acquisition of control
3,896
36) Off balance sheet assets and liabilities
Regarding charges and securities and contract commitments on property, plant and equipment refer to note
3.
Regarding pledge as collateral for banks loans refer to note 4.
37) Independent auditors’ fees
Fees paid in 2021 by the Parent Cementir Holding N.V. and its subsidiaries to the independent auditors and
their network totalled approximately EUR 1,446 thousand (2020: EUR 1,748 thousand), including
EUR 1,226 thousand for audit services (2020: EUR 1,473 thousand) and EUR 220 thousand for other services
(2020: EUR 275 thousand).
The following fees were charged by PWC Accountants N.V. to the parent and its subsidiaries, as referred to
in Section 2: 382a(1) and (2) of the Dutch Civil Code.
2021
PWC
Accountants
NV
Other PWC
network
Non- PWC
network
Total
(Eur ‘000)
Audit of the financial statement
112
898
216
1,226
Other audit engagements
-
17
-
17
Tax-related advisory services
-
2
98
100
Other non-audit services
-
89
14
103
Total fees
112
1,006
328
1,446
Consolidated Financial Statements 2021 Cementir Holding NV | 177
38) Events after the reporting period
On 8 February 2022, the Board of Directors’ of the Parent Company approved the 2022 - 2024 Business Plan.
The new Group business Plan envisages the achievement of the following targets in 2024:
- Revenue expected to reach EUR 1.65 billion, with an annual average growth rate (CAGR) of 6.7%.
An increase in the sales volumes of cement, ready-mixed concrete and aggregates is expected in all
geographical areas, with price increases especially in the cement sector in the course of 2022, to offset
the significant increase in energy, raw material and logistics costs.
- EBITDA to reach around EUR 350 million, with an annual average growth rate (CAGR) of about 5%.
EBITDA is expected to grow in all geographical areas with the exception of Turkey. Among the Plan
assumptions there is a double-digit increase in the cost of fuels and electricity and an average yearly
CO
2
shortage of approximately 500,000 tons, whose economic impact is mitigated by an indexed
mechanism between product pricing and extra CO
2
cost.
- Annual capex of approximately EUR 72 million directed towards developing production capacity,
maintaining plant efficiency and safety.
- Cumulative Green capex of EUR 97 million, for specific sustainability projects enabling, among others,
CO
2
emissions reduction in line with Group’s objectives.
The expected cash generation driven by improved results and working capital optimization will allow to reach a 2024
net cash position of over EUR 300 million.
Finally, the Plan assumes the distribution of a growing dividend, corresponding to a payout ratio between 20% and
25%.
With reference to recent events surrounding the Russian-Ukrainian conflict, the directors have not identified
any significant impacts on the financial statements as a whole, in light of the Group‘s substantial lack of
activities in these areas.
No other significant facts occurred after the year ended.
39) Other information
Litigation
The Company is responsible for leading the defence in proceedings, of which it is not a party in accordance
with the terms and conditions set out in a settlement agreement with Italcementi S.p.A., relating to the sale of
the shares of Cementir Italia S.p.A. (today Cemitaly S.p.A.), Cementir Sacci S.p.A. (today Italsacci S.p.A.) and
Betontir S.p.A., finalised on 2 January 2018.
The main proceedings, relating to events in which the Company may be abstractly subject to compensation
obligations based on the aforementioned settlement agreement, in relation to events prior to the transfer, are
noted below.
Antitrust proceedings
On 7 August 2017, upon completion of an investigation, the Italian Competition Authority (“Authority”) found
there to have been an agreement aimed at coordinating cement selling prices across the entire country and
imposed an administrative fine on the producers involved, including Cemitaly. The Company paid Cemitaly the
sum of EUR 5,118,076 as compensation, to extinguish the fine and the interest accrued.
Consolidated Financial Statements 2021 Cementir Holding NV | 178
Proceedings in relation to the Cemitaly plant in Taranto
On 28 September 2017, Cemitaly was notified of criminal proceedings brought against it, Ilva S.p.A. and Enel
Produzione S.p.A. in relation to administrative offences under Articles 5, 6 and 25 undecies paragraph 2 letter
F) of Legislative Decree 231/2001. According to investigator allegations, (i) Cemitaly was aware of the fact that
the fly ash it bought from Enel Produzione did not comply with applicable legislation, as traces of substances
not derived solely from burning coal were found; (ii) the blast-furnace slag supplied by Ilva to Cemitaly should
be qualified and treated as waste, due to its alleged “mechanical” impurities (presence of ferrous metals,
crushed stone, debris, etc.), such as to require treatments such as sieving and deferrization, both of which,
according to the investigator, are outside “normal industrial practice”. At the outcome of the hearing of
15 April 2019, the Public Prosecutor requested that the company and natural persons appeared before the
court, limited to answering the charges relating to the fly ash purchased from Enel Produzione. The dispute
relating to the slag is awaiting the request for dismissal. The preliminary hearing, originally set for
20 November 2020, has been postponed to 4 March 2021. The hearing has been set for 10 March 2022.
Other legal disputes
An administrative dispute is pending before the Court of Appeal in Turkey, brought by the Turkish company
Cimentas AS, indirect subsidiary of Cementir Holding. The dispute relates to the order issued by the Turkish
stock exchange’s regulatory and supervisory body (Capital Market Board – CMB), requiring Cimentas AS to
demand back from the concerned Cementir Group companies around 100 million Turkish Lira (now equal to
around EUR 7 million) by way of hidden profit distribution, allegedly generated by an intragroup company sale
in 2009. On 29 January 2017, CMB served a summons to Cementir Holding to appear before the Court of
Izmir, requesting that the company be ordered to pay to Cimentas AS an amount provisionally set at
approximately 1 million Turkish lira. The Company duly appeared in court, arguing the total lack of foundation
of the plaintiff’s argument and requested that the civil proceedings be suspended until the administrative
proceeding is finally settled. With a ruling of 1 July 2020, the Court of Appeal in Turkey declared lack of
jurisdiction in relation to the case in question. That judgment was overturned on 18 October 2021 by the
Supreme Court, which definitively affirmed the existence of Turkish jurisdiction. We are therefore waiting for
the substantive case to be resumed.
179
ANNEX
Consolidated Financial Statements 2021 Cementir Holding NV | 180
Annex 1
List of equity investments at 31 December 2021
Company name
Registered
office
Share capital
Currency
Type of
holding
Investment held by
Group companies
Method
%
Direct
%
Indirec
t
Cementir Holding NV
Amsterdam (NL)
159,120,000
EUR
Parent
Line-by-line
Aalborg Cement Company Inc.
West Palm
Beach (USA)
1,000
USD
100
Aalborg Portland US Inc,
Line-by-line
Aalborg Portland Holding A/S
Aalborg (DK)
300,000,000
DKK
75
Cementir Espana SL
Line-by-line
23
Globocem SL
Aalborg Portland A/S
Aalborg (DK)
100,000,000
DKK
100
Aalborg Portland
Holding A/S
Line-by-line
Aalborg Portland Belgium SA
Antwerp (B)
500,000
EUR
100
Aalborg Portland A/S
Line-by-line
Aalborg Portland Digital Srl
Rome (I)
500,000
EUR
100
Aalborg Portland
Holding A/S
Line-by-line
Aalborg Portland España SL
Madrid (E)
3,004
EUR
100
Aalborg Portland
Holding A/S
Line-by-line
Aalborg Portland France SAS
Rochefort (FR)
10,010
EUR
100
Aalborg Portland A/S
Line-by-line
Aalborg Portland Islandì EHF
Kopavogur (IS)
303,000,000
ISK
100
Aalborg Portland A/S
Line-by-line
Aalborg Portland Malaysia Sdn
Bhd
Perak (MAL)
95,400,000
MYR
70
Aalborg Portland
Holding A/S
Line-by-line
Aalborg Portland Polska Spzoo
Warszawa (PL)
100,000
PLN
100
Aalborg Portland A/S
Line-by-line
Aalborg Portland US Inc
West Palm
Beach (USA)
1,000
USD
100
Aalborg Portland
Holding A/S
Line-by-line
Aalborg Portland (Anqing) Co Ltd
Anqing (CN)
265,200,000
CNY
100
Aalborg Portland
Holding A/S
Line-by-line
Aalborg Portland (Australia) Pty
Ltd
Brisbane (AUS)
1,000
AUD
100
Aalborg Portland
Malaysia Sdn Bhd
Line-by-line
Aalborg Portland OOO
Kingisepp
(RUS)
14,700,000
RUB
99.9
Aalborg Portland A/S
Line-by-line
0.1
Aalborg Portland Holding
A/S
Aalborg Resources Sdn Bhd
Perak (MAL)
2,543,972
MYR
100
Aalborg Portland
Malaysia Sdn Bhd
Line-by-line
AB Sydsten
Malmö (S)
15,000,000
SEK
50
Unicon A/S
Line-by-line
AGAB Syd Aktiebolag
Svedala (S)
500,000
SEK
40
AB Sydsten
Equity
Alfacem Srl
Rome (I)
1,010,000
EUR
99.99
Cementir Holding NV
Line-by-line
Basi 15 Srl
Rome (I)
400,000
EUR
100
Cementir Holding NV
Line-by-line
Cementir Espana SL
Madrid (E)
3,007
EUR
100
Cementir Holding NV
Line-by-line
Cimbeton AS
Izmir (TR)
1,770,000
TRY
50.28
Cimentas AS
Line-by-line
0.06
Kars Cimento AS
Cimentas AS
Izmir (TR)
87,112,463
TRY
97.1
Aalborg Portland España
SL
Line-by-
line
0.12
Cimbeton AS
0.48
Kars Cimento AS
Compagnie des Ciments Belges
SA
Gaurain (B)
179,344,485
EUR
100
Aalborg Portland Holding
A/S
Line-by-line
Compagnie des Ciments Belges
France SAS (CCBF)
Villenueve
d’Ascq (FR)
34,363,400
EUR
100
Compagnie des Ciments
Belges SA
Line-by-line
Destek AS
Izmir (TR)
50,000
TRY
99.99
Cimentas AS
Line-by-line
0.01
Cimentas Foundation
Consolidated Financial Statements 2021 Cementir Holding NV | 181
Annex 1 (cont’d)
Company name
Registered office
Share
capital
Currency
Type of
holding
Investment held by
Group companies
Method
%
Direct
%
Indirec
t
ECOL Unicon Spzoo
Gdansk (PL)
1,000,000
PLN
49
Unicon A/S
Equity
Ege Kirmatas AS
Izimir (TR)
4,200,000
TRY
100
Cimentas AS
Line-by-line
Gaetano Cacciatore LLC
West Palm Beach
(USA)
-
USD
100
Aalborg Cement
Company Inc
Line-by-line
Globocem SL
Madrid (E)
3,007
EUR
100
Alfacem Srl
Line-by-line
Ilion Cimento Ltd
Izmir (TR)
300,000
TRY
100
Cimbeton AS
Line-by-line
Kars Cimento AS
Izmir (TR)
513,162,416
TRY
41.55
Cimentas AS
Line-by-line
58.45
Alfacem Srl
Kudsk & Dahl A/S
Vojens (DK)
10,000,000
DKK
100
Unicon A/S
Line-by-line
Lehigh White Cement Company
West Palm Beach
(USA)
-
USD
24.52
Aalborg Cement Company
Inc
Line-by-line
38.73
White Cement Company
LLC
Neales Waste Management Ltd
Preston (GB)
100,000
GBP
100
NWM Holdings Ltd
Line-by-line
NWM Holdings Ltd
Preston (GB)
5,000,001
GBP
100
Recydia AS
Line-by-line
Quercia Ltd
Preston (GB)
5,000,100
GBP
100
NWM Holdings Ltd
Line-by-line
Recybel SA
Liegi-Flemalle (B)
99,200
EUR
25.5
Compagnie des Ciments
Belges SA
Equity
Recydia AS
Izmir (TR)
759,544,061
TRY
67.39
Kars Cimento AS
23.72
Cimentas AS
Line-by-line
8.89
Aalborg Portland Holding
AS
Sinai White Portland Cement
Co. SAE
Cairo (ET)
350,000,000
EGP
71.11
Aalborg Portland
Holding A/S
Line-by-line
Skane Grus AB
Ljungbyhed (S)
1,000,000
SEK
60
AB Sydsten
Line-by-line
Société des Carrières du
Tournaisis SA
Gaurain (B)
12,297,053
EUR
65
Compagnie des Ciments
Belges SA
Proportionate
Spartan Hive SpA
Rome (I)
300,000
EUR
100
Aalborg Portland
Holding A/S
Line-by-line
Sureko AS
Izmir (TR)
43,443,679
TRY
100
Recydia AS
Line-by-line
Svim 15 Srl
Rome (I)
400,000
EUR
100
Cementir Holding NV
Line-by-line
Unicon A/S
Copenaghen (DK)
150,000,000
DKK
100
Aalborg Portland
Holding A/S
Line-by-line
Unicon AS
Oslo (N)
13,289,100
NOK
100
Unicon A/S
Line-by-line
Vianini Pipe Inc
Branchburg
N.J. (USA)
4,483,396
USD
100
Aalborg Portland US Inc
Line-by-line
White Cement Company LLC
West Palm Beach
(USA)
-
USD
100
Aalborg Cement
Company Inc.
Line-by-line
Consolidated Financial Statements 2021 Cementir Holding NV | 182
Rome, 9 March 2022
Chairman of the Board of Directors
/s/ Francesco Caltagirone Jr.
Separate Financial Statements 2021 Cementir Holding NV | 183
2021 SEPARATE FINANCIAL STATEMENTS
Separate Financial Statements 2021 Cementir Holding NV | 184
SEPARATE FINANCIAL STATEMENTS
Statement of financial position
(Before profit appropriation)
(EUR'000)
Note
31 December
2021
31 December
2020
ASSETS
Intangible assets
1
174
301
Property, plant and equipment
2
1,192
1,931
Investment property
3
18,625
22,856
Investments in subsidiaries
4
301,501
298,801
Non-current financial assets
5
260
951
Income taxes tax assets
17
19,677
16,043
Other non-current assets
80
-
TOTAL NON-CURRENT ASSETS
341,509
340,883
Trade receivables
6
6,130
5,013
- Trade receivables - third parties
-
10
- Trade receivables - related parties
31
6,130
5,003
Current financial assets
7
90,161
172,422
- Current financial assets - third parties
87
60
- Current financial assets - related parties
31
90,074
172,362
Current tax assets
8
4,672
3,149
Other current assets
9
5,890
4,835
- Other current assets - third parties
965
1,686
- Other current assets - related parties
31
4,925
3,149
Cash and cash equivalents
10
3,221
171,120
TOTAL CURRENT ASSETS
110,074
356,539
ASSETS HELD FOR SALE
32
-
-
TOTAL ASSETS
451,583
697,422
EQUITY AND LIABILITIES
Share capital
11
159,120
159,120
Share premium reserve
12
35,710
35,710
Legal reserve
13
(156)
(1,015)
Other reserves
13
41,455
73,153
Profit (loss) for the year
5,309
14,994
TOTAL EQUITY
241,438
281,962
Employee benefits
14
2,172
3,648
Non-current provisions
18
370
370
Non-current financial liabilities
15
77,487
5,247
Income taxes tax liabilities
17
-
-
TOTAL NON-CURRENT LIABILITIES
80,029
9,265
Current provisions
2,323
-
Trade payables
16
1,952
1,672
- Trade payables - third parties
1,437
1,422
- Trade payables - related parties
31
515
250
Current financial liabilities
15
120,808
396,900
- Current financial liabilities - third parties
61,918
337,324
- Current financial liabilities - related parties
31
58,890
59,576
Current tax liabilities
17
-
-
Other current liabilities
18
5,033
7,623
- Other current liabilities - third parties
4,919
6,960
- Other current liabilities - related parties
31
114
663
TOTAL CURRENT LIABILITIES
130,116
406,195
LIABILITIES ASSOCIATED WITH ASSETS HELD FOR SALE
-
-
TOTAL LIABILITIES
210,145
415,460
TOTAL EQUITY AND LIABILITIES
451,583
697,422
Separate Financial Statements 2021 Cementir Holding NV | 185
Income statement
(EUR'000)
Note
2021
2020
REVENUE
19
10,390
10,960
- Revenue - third parties
5
5
- Revenue - related parties
31
10,385
10,955
Increase for internal work
20
-
335
Other operating revenue
21
44
544
- Other operating revenue - third parties
44
544
TOTAL OPERATING REVENUE
10,434
11,839
Personnel costs
22
(6,559)
(11,904)
Other operating costs
23
(13,441)
(14,520)
- Other operating costs - third parties
(12,738)
(13,855)
- Other operating costs - related parties
31
(703)
(665)
TOTAL OPERATING COSTS
(20,000)
(26,424)
EBITDA
(9,566)
(14,585)
Amortisation, depreciation, impairment losses and provisions
24
(3,255)
(2,532)
EBIT
(12,821)
(17,117)
Financial income
25
25,145
42,639
- Financial income - third parties
4,491
9,454
- Financial income - related parties
31
20,654
33,185
Financial expense
25
(13,970)
(14,376)
- Financial expense - third parties
(11,279)
(14,314)
- Financial expense - related parties
31
(2,691)
(62)
NET FINANCIAL INCOME (EXPENSE)
11,175
28,263
PROFIT (LOSS) BEFORE TAXES
(1,646)
11,146
Income taxes
26
6,955
3,848
PROFIT (LOSS) FROM CONTINUING OPERATIONS
5,309
14,994
Separate Financial Statements 2021 Cementir Holding NV | 186
Statement of comprehensive income
(EUR'000)
Note
2021
2020
PROFIT (LOSS) FOR THE YEAR
5,309
14,994
Other components of comprehensive income:
Items that will never be reclassified to profit or loss
Net actuarial gains (losses) on post-employment benefits
27
3
11
Taxes recognised in equity
27
(1)
(3)
Total items that will never be reclassified to profit or loss
2
8
Items that may be reclassified to profit or loss for the year:
Profit (Losses) on derivatives
27
1,220
1,741
Taxes recognised in equity
27
(361)
(515)
Total items that may be reclassified to profit or loss
859
1,226
Total other comprehensive expense, net of tax
861
1,234
TOTAL COMPREHENSIVE INCOME (EXPENSE) FOR THE YEAR
6,170
16,228
Separate Financial Statements 2021 Cementir Holding NV | 187
Statement of changes in equity
Note
11
12
13 13
(EUR'000)
Share
capital
Share
premium
reserve
Legal reserves
Other reserves
Retained
earnings
Loss for the
year
Total Equity
Reserve
for grants
related
to assets
Hedging
Reserve
Legal
Reserve
(Italian Law)
Other IFRS
reserves
Reserve as
per Art. 15
of Law No.
67/88
Reserve as
per Law
No. 349/95
Goodwill
arising on
merger
Actuarial
Reserves
IAS 19
IFRS 9
Reserve
Equity
at 1 January 2021
159,120
35,710
-
(1,015)
-
-
-
-
-
(130)
-
73,283
14,994
281,962
Allocation of 2020 profit (loss)
-
-
-
-
-
-
-
-
-
-
-
14,994
(14,994)
-
Purchase of treasury shares
-
-
-
-
-
-
-
-
-
-
-
(21,922)
-
(21,922)
Distribution of 2020 dividends
-
-
-
-
-
-
-
-
-
-
-
(24,773)
-
(24,773)
Total transactions
with investors
-
-
-
-
-
-
-
-
-
-
-
(31,701)
(14,994)
(46,695)
Profit (loss) for the period
-
-
-
-
-
-
-
-
-
-
-
-
5,309
5,309
Net actuarial gains
-
-
-
-
-
-
-
-
-
3
-
-
-
3
Losses on derivatives
-
-
-
859
-
-
-
-
-
-
-
-
-
859
Total comprehensive income
(expense)
-
-
-
859
-
-
-
-
-
3
-
-
5,309
6,171
Equity
at 31 December 2021
159,120
35,710
-
(156)
-
-
-
-
-
(127)
-
41,582
5,309
241,438
Separate Financial Statements 2021 Cementir Holding NV | 188
Note
11
12
13 13
(EUR'000)
Share
capital
Share
premium
reserve
Legal reserves
Other reserves
Retained
earnings
Profit (loss)
for the year
Total Equity
Reserve
for grants
related
to assets
Hedging
Reserve
Legal
Reserve
(Italian Law)
Other IFRS
reserves
Reserve as
per Art. 15
of Law No.
67/88
Reserve as
per Law
No. 349/95
Goodwill
arising on
merger
Actuarial
Reserves
IAS 19
IFRS 9
Reserve
Equity
at 1 January 2020
159,120
35,710
-
(2,241)
-
-
-
-
(139)
-
109,277
(9,174)
292,553
Allocation of 2019 profit (loss)
-
-
-
-
-
-
-
-
-
-
-
(9,174)
9,174
-
Purchase of treasury shares
-
-
-
-
-
-
-
-
-
-
-
(4,543)
-
(4,543)
Distribution of 2019 dividends
-
-
-
-
-
-
-
-
-
-
-
(22,277)
-
(22,277)
Total transactions
with investors
-
-
-
-
-
-
-
-
-
-
-
(35,994)
9,174
(26,820)
Profit (loss) for the period
-
-
-
-
-
-
-
-
-
-
-
-
14,994
14,994
Net actuarial gains
-
-
-
-
-
-
-
-
-
9
-
-
-
9
Losses on derivatives
-
-
-
1,226
-
-
-
-
-
-
-
-
-
1,226
Total comprehensive income
(expense)
-
-
-
1,226
-
-
-
-
-
9
-
-
14,994
16,229
Equity
at 31 December 2020
159,120
35,710
-
(1,015)
-
-
-
-
-
(130)
-
73,283
14,994
281,962
Separate Financial Statements 2021 Cementir Holding NV | 189
Statement of Cash Flows
(EUR'000)
Note
31 December
2021
31 December
2020 *
Profit/(loss) for the year
5,309
14,994
Amortisation and depreciation
24
932
1,744
Investment property FV adjustment
4,230
244
Loss allowance
6
-
788
Net financial income (expense)
25
(11,175)
(28,263)
- third parties
6,829
4,860
- related parties
31
(18,004)
(33,123)
Income taxes
26
(6,955)
(3,848)
Change in employee benefits
(1,472)
1,717
Change in provisions (current and non-current)
18
2,323
(10,409)
Operating cash flows before changes in working capital
(6,808)
(23,033)
Decrease in trade receivables - third parties (Increase)
9
363
Decrease in trade receivables - related parties
(1,126)
2,844
Increase (Decrease) in trade payables - third parties
15
(147)
Increase (Decrease) in trade payables - related parties
265
(213)
Change in other non-current and current assets and liabilities - third
parties
274
(1,523)
Change in other non-current and current assets and liabilities - related
parties
(2,325)
(655)
Change in current and deferred taxes
(237)
(512)
Operating cash flows
(9,933)
(22,876)
Dividends collected
19,000
Interest received
1,525
3,899
Interest paid
(5,340)
(8,797)
Other net income (expense) collected (paid) on derivatives
25
(5,073)
4,580
Income taxes paid
-
-
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES (A)
179
(23,194)
Investments in intangible assets
-
(902)
Investments in property, plant and equipment
(177)
(336)
Acquisitions of equity investments
(200)
(610)
Proceeds from the sale of property, plant and equipment
110
55
Proceeds from the sale of equity investments
25
-
33,500
Change in non-current financial assets – third parties
737
564
Change in non-current financial assets – related parties
(47)
595
Change in current financial assets – third parties
239
1,225
Change in current financial assets – related parties
77,864
68,959
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES (B)
78,526
103,050
Change in non-current financial liabilities - third parties
72,241
(537)
Change in current financial liabilities - third parties
(271,435)
58,116
Change in current financial liabilities - related parties
(715)
(1,855)
Dividends distributed
(21,922)
(22,277)
Purchase of treasury shares
(24,773)
(4,543)
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES (C)
(246,604)
28,904
NET CHANGE IN CASH AND CASH EQUIVALENTS (A+B+C)
(167,899)
108,760
Opening cash and cash equivalents
10
171,120
62,360
Closing cash and cash equivalents
10
3,221
171,120
* In order to facilitate a better representation and comparability of the balances of the statement of cash flows, the previous year's figures
have been restated to represent the impact of the management of the centralised cash pooling and loans to Group companies in the
management of investment activities.
Separate Financial Statements 2021 Cementir Holding NV | 190
Reconciliation of the parent’s separate equity at 31 December 2021 and 2020 and profit (loss) for the
year then ended with consolidated equity and profit (loss)
(EUR'000)
Profit (loss)
2021
Equity
31 December 2021
Cementir Holding NV separate
5,309
241,438
Effect of consolidating subsidiaries
107,189
1,395,277
Effect of equity-accounted investees
818
48,021
Difference in translation reserve
-
(687,321)
Other differences including the result for the year
-
90,713
Total attributable to the owners of the parent
113,316
1,088,128
Total attributable to the non-controlling interests
9,679
139,429
Cementir Holding Group
122,995
1,227,557
(EUR'000)
Profit (loss)
2020
Equity
31 December 2020
Cementir Holding NV separate
14,994
281,962
Effect of consolidating subsidiaries
86,443
1,288,088
Effect of equity-accounted investees
571
47,203
Difference in translation reserve
-
(648,715)
Other differences including the result for the year
-
88,171
Total attributable to the owners of the parent
102,008
1,056,709
Total attributable to the non-controlling interests
7,355
126,253
Cementir Holding Group
109,363
1,182,962
The main differences are caused by the valuation of the investments in subsidiaries at cost in the separate
financial statements. Translation reserves are therefore not applicable in the separate financial statements.
Separate Financial Statements 2021 Cementir Holding NV | 191
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
General information
On 28 June 2019, the Extraordinary Shareholders’ Meeting approved the transformation of the company
Cementir Holding SpA from a joint-stock company under Italian law into a Naamloze Vennootschap under
Dutch law, consequent to the transfer of the registered office to Amsterdam (36, Zuidplein, 1077 XV; Chamber
of Commerce registration number 76026728). The transfer and transformation process was completed on
5 October 2019.
On that date the Board of Directors resolved to establish an operational and secondary headquarters in Rome,
at Corso Francia 200. The company's tax residence remained in Italy. As part of this transformation,
Management aligned the equity composition per the Italian law requirements with the Dutch Civil
Requirements.
The company remained listed on the STAR segment of the Milan Stock Exchange.
At 31 December 2021, shareholders holding shares exceeding 3% of share capital, as indicated in the book
of shareholders, from communications received pursuant to 5:28 of Financial Supervision Act and other
information available, are:
1) Francesco Gaetano Caltagirone – 104,867,753 shares (65.905%). The shareholding is held as follows:
- Direct ownership of 1,327,560 shares (0.834%)
- Indirect ownership through the companies:
• Calt 2004 Srl – 47,860,813 shares (30.078%)
• Caltagirone SpA – 22,820,015 shares (14.341%)
• FGC SpA – 17,585,562 shares (11.052%)
• Gamma Srl – 5,575,220 shares (3.504%)
• Pantheon 2000 SpA – 4,466,928 shares (2.807%)
• Capitolium Srl – 2,604,794 shares (1.637%)
• Ical 2 Spa - 1,000,000 shares (0.628%)
• SO.CO.GE.IM Spa - 500,000 shares (0.314%)
• Compagnia Gestioni Immobiliare Srl - 500,000 shares (0.314%)
• Porto Torre Spa - 350,000 shares (0.220%)
• INTERMEDIA Srl - 270,000 shares (0.170%)
• Vianini Lavori SpA – 6,861 shares (0.004%)
2) Francesco Caltagirone – 8,520,299 shares (5.355%). The above investment is held indirectly through the
company Chupas 2007 Srl for 8,520,299 shares (5.355%).
On 9 March 2022, the Company’s Board of Directors approved these separate financial statements at
31 December 2021 and authorised their publication on 10 March 2022.
Separate Financial Statements 2021 Cementir Holding NV | 192
Statement of compliance with the IFRS
These separate financial statements at 31 December 2021, drawn up on a going concern basis for the Parent
and have been prepared in accordance with International Financial Reporting Standards as adopted by the
European Union (EU-IFRSs) and with Section 2: 362(9) of the Dutch Civil Code.
Certain parts of this Annual Report contain financial measures that are not measures of financial performance
or liquidity under IFRS. These are commonly referred to as non-IFRS financial measures and include items
such as Earnings Before Interest, Taxes, Depreciation and Amortisation (EBITDA) and Earnings Before
Income Taxes (EBIT). The Company calculates EBITDA before provisions.
Basis of presentation
The separate financial statements at 31 December 2021 are presented in euros, the Company’s functional
currency. All amounts are expressed in thousands of euros, unless indicated otherwise. They consist of a
statement of financial position, an income statement, a statement of comprehensive income, a statement of
changes in equity, a statement of cash flows and these notes.
The separate financial statements have been prepared on a going concern basis as the directors are reasonably
certain that the Company will continue to operate in the foreseeable future, based on their assessment of the
risks and uncertainties to which it is exposed.
The Company has opted to present these statements as follows:
1. the statement of financial position presents current and non-current assets and liabilities separately;
2. the income statement classifies costs by nature;
3. the statement of comprehensive income presents the effect of gains and losses recognised directly in equity,
starting from the profit or loss for the year;
4. the statement of cash flows is presented using the indirect method.
The accounting policies are described in Basis of presentation section of the consolidated financial statements
and are deemed incorporated and repeated herein by reference. Investments in subsidiaries are accounted for
at cost, net of impairment.
Separate Financial Statements 2021 Cementir Holding NV | 193
Notes
1) Intangible assets
Intangible assets totalled EUR 174 thousand (EUR 301 thousand at 31 December 2020). “Other intangible
assets" mainly refers to leasehold improvement costs related to the maintenance of the building in 200 Corso
di Francia, owned by ICAL SpA. Amortisation is calculated over five years.
(EUR'000)
Other intangible
assets
Assets under
development
and advances
Total
Gross amount at 1 January 2021
2,333
-
2,333
Increase
-
-
-
Reclassifications
-
-
-
Gross amount at 31 December 2021
2,333
-
2,333
Amortisation at 1 January 2021
2,032
-
2,032
Increase
127
-
127
Amortisation at 31 December 2021
2,159
-
2,159
Net amount at 31 December 2021
174
-
174
Gross amount at 1 January 2020
15,670
-
15,670
Increase
635
14
649
Reclassifications
-
-
-
APD Transfer
(13,972)
(14)
(13,986)
Gross amount at 31 December 2020
2,333
-
2,333
Amortisation at 1 January 2020
10,620
-
10,620
Increase
723
-
723
APD Transfer
(9,311)
-
(9,311)
Amortisation at 31 December 2020
2,032
-
2,032
Net amount at 31 December 2020
301
-
301
Separate Financial Statements 2021 Cementir Holding NV | 194
2) Property, plant and equipment
At 31 December 2021 the item totalled EUR 1,192 thousand (EUR 1,931 thousand at 31 December 2020). The
Other assets consists of furniture, electronic equipment and servers used by the company.
(EUR'000)
Other assets
Right of use
assets
Total
Gross amount at 1 January 2021
317
3,949
4,266
Increase
19
158
177
Decrease
-
(187)
(187)
Gross amount at 31 December 2021
336
3,920
4,256
Depreciation at 1 January 2021
138
2,197
2,335
Increase
35
770
805
Decrease
-
(76)
(76)
Depreciation at 31 December 2021
173
2,891
3,064
Net amount at 31 December 2021
163
1,029
1,192
Gross amount at 1 January 2020
1,687
5,004
6,691
APD Transfer
(1,374)
(1,177)
(2,551)
Increase
4
318
322
Decrease
-
(196)
(196)
Gross amount at 31 December 2020
317
3,949
4,266
Amortisation at 1 January 2020
1,349
1,494
2,843
APD Transfer
(1,269)
(120)
(1,389)
Increase
58
963
1,021
Decrease
-
(140)
(140)
Amortisation at 31 December 2020
138
2,197
2,335
Net amount at 31 December 2020
179
1,752
1,931
Property, plant and equipment includes EUR 1,030 thousand in right-of-use assets (EUR 1,752 thousand as at
31 December 2020). Note 28 “IFRS 16 Leases” gives a breakdown of Right-of-use assets categorised according
to their nature and its useful life.
The decrease compared to the previous year is essentially attributable to the amortisation of the period.
The estimated useful life of the main items of plant and equipment is reported below:
Useful life of property, plant and
equipment
Various equipment
5 years
Office machines and equipment
5 years
3) Investment property
The item investment property, totalling EUR 18,625 thousand (EUR 22,856 at 31 December 2020), is
recognised at fair value, as determined using appraisals prepared by a property assessor, of the property in
Torrespaccata (Rome), which decreased against the previous year by EUR 4,230 thousand due to the
decrease in market prices of commercial buildings in 2021. Around EUR 6.9 million of investment property has
Separate Financial Statements 2021 Cementir Holding NV | 195
been pledged as collateral to secure non-current bank loans and borrowings with a residual, discounted
amount of EUR 3,241 thousand at 31 December 2021.
4) Investments in subsidiaries
Totalling EUR 301,501 thousand (EUR 298,801 thousand at 31 December 2020), the item breaks down as
follows:
(EUR'000)
Currency
Registered
office
Investment
%
Carrying
amount at
31/12/2021
Investment
%
Carrying
amount at
31/12/2020
Cementir Espana SL
EUR
Madrid (ES)
100.00%
206,735
100.00%
206,735
Alfacem Srl
EUR
Rome (I)
99.99%
90,220
99.99%
85,220
Basi 15 Srl
EUR
Rome (I)
99.99%
3,946
99.99%
6,446
Svim 15 Srl
EUR
Rome (I)
99.99%
600
99.99%
400
Equity investments
301,501
298,801
The change compared to 2020, amounting to EUR 2,700 thousand, refers to combined effect of the increase
in the investment in Svim 15 Srl due to the capital contribution of EUR 200 thousand, the reclassification
among investments of the financial receivable from Alfacem, amounting to EUR 5,000 thousand, following the
waiver of the repayment of a portion of the shareholders' loan in December 2021 and the impairment loss of
the investment in Basi 15 Srl amounting EUR 2,500 thousand.
All investments in subsidiaries are in unlisted companies. At the date of preparing these Financial Statements
there are no significant issues related to the impairment of the carrying value of the investments.
The list of direct and indirect participations of the parent is shown, according to Art. 2:379(1) DCC, in the annex
to the Consolidated Financial Statements.
5) Non-current financial assets
The item amounts to EUR 260 thousand (EUR 951 thousand as at 31 December 2020) and mainly includes:
• EUR 185 thousand for financial receivables arising from the application of the IFRS16 accounting
standard with Spartan Hive SpA, Aalborg Portland Digital Srl and Piemme SpA, and related to the lease
of the building at 200 Corso di Francia;
• EUR 28 thousand of receivables for guarantee deposits due to mature in less than five years.
6) Trade receivables
Trade receivables totalled EUR 6,130 thousand (EUR 5,013 thousand at 31 December 2020) and break down
as follows:
(EUR'000)
31/12/2021
31/12/2020
Trade receivables from third parties
788
798
Loss allowance
(788)
(788)
Trade receivables - subsidiaries (note 31)
6,067
4,959
Trade receivables - other group companies (note 31)
63
44
Trade receivables
6,130
5,013
Separate Financial Statements 2021 Cementir Holding NV | 196
The value of trade receivables is representative of their fair value. The maturities of receivables from third party
customers are as follows:
(EUR'000)
31/12/2021
31/12/2020
Not yet due
-
10
Overdue
788
788
Loss allowance
(788)
(788)
Total trade receivables from third parties
-
10
Trade receivables from subsidiaries refer to fees related to the Trademark License Agreement for the use of
the trademark by subsidiaries.
Trade receivables from subsidiaries include EUR 3,895 thousand that were overdue at 31 December 2021.
Note 31) Related party transactions provides more information about trade receivables from subsidiaries,
associates and other group companies.
7) Current financial assets
Totalling EUR 90,161 thousand (EUR 172,422 thousand at 31 December 2020), the item breaks down as
follows:
• loans to the subsidiary Svim 15 Srl, revocable and interest bearing, amounting to
EUR 1,258 thousand;
• the loan to Aalborg Cement Company, amounting to EUR 3,540 thousand;
• the loan to White Cement Company, amounting to EUR 6,195 thousand;
• the loan to Spartan Hive SpA, amounting to EUR 17,824 thousand;
• the loan to the subsidiary Alfacem Srl, revocable and interest bearing, amounting to
EUR 57,996 thousand;
• the receivable from Aalborg Portland Digital Srl arising from the cash pooling relationship starting in
October 2020, for EUR 2,513 thousand.
The change compared to the previous year, amounting to EUR 82,261 thousand, is attributable to:
• reimbursement of the loan to Aalborg Portland Holding A/S, amounting to EUR 60,752 thousand,
maturing in October 2021;
• new loans granted to Spartan Hive SpA, Aalborg Cement Company and White Cement Company;
• change in the cash pooling receivable described above, for EUR 1,828 thousand;
• the partial repayment of the loan granted to Alfacem Srl, for EUR 47,004 thousand, including interest;
The item also included EUR 87 thousand of deferrals mainly for fees on the Base Facility and the RCF.
8) Current tax assets
Current tax assets, which amounted to EUR 4,672 thousand (EUR 3,149 thousand at 31 December 2020),
consisted of EUR 3,145 thousand mainly of withholding taxes applied to royalties for the use of the trademark
and EUR 1,527 thousand of the credit related to the claim for reimbursement due to lower royalties related to
the Mutual Agreement Procedure (MAP). The procedure, finalised during 2021, was initiated in November 2014
following an audit by the Danish Tax Authorities concerning the disavowal of royalties paid by Aalborg Portland
Holding to Cementir Holding in the period 2008 – 2012.
Separate Financial Statements 2021 Cementir Holding NV | 197
9) Other current assets
The item totalled EUR 5,890 thousand (EUR 4,835 thousand at 31 December 2020) and breaks down as
follows:
(EUR’000)
31/12/2021
31/12/2020
Subsidiaries (IRES tax consolidation scheme) (note 31)
4,925
3,149
Prepayments
72
73
VAT assets
705
1,425
Other receivables
188
188
Other current assets
5,890
4,835
10) Cash and cash equivalents
This item, totalling EUR 3,221 thousand (EUR 171,120 thousand at 31 December 2020) consists of cash and
cash equivalents held by the Company and breaks down as follows:
(EUR'000)
31/12/2021
31/12/2020
Bank deposits
3,220
171,119
Bank deposits - related parties (note 31)
-
-
Cash-in-hand and cash equivalents
1
1
Cash and cash equivalents
3,221
171,120
The change, amounting to EUR 167,900 thousand, was mainly due to the repayment of the term loan, the
purchase of treasury shares, the payment of dividends, the partial repayment of loans granted to subsidiaries,
described above, and for the remainder to the Company's financial results.
11) Share capital
The Company’s share capital consists of 159,120,000 ordinary shares with a par value of EUR 1 each. It is
fully paid up and has not changed with respect to the previous year end.
12) Share premium reserve
This item, at 31 December 2021, totalling EUR 35,710 thousand, was unchanged from the previous year end.
13) Reserves
Other reserves totalled EUR 41,299 thousand (EUR 72,138 thousand at 31 December 2020) and break down
as follows:
(EUR'000)
Legal Reserve
Other
Reserves
Retained
Earnings
Total
Balance at 1 January 2021
(1,015)
(130)
73,283
72,138
Increase
859
3
-
862
Decrease
-
-
(31,701)
(31,701)
Balance at 31 December 2021
(156)
(127)
41,582
41,299
Separate Financial Statements 2021 Cementir Holding NV | 198
(EUR'000)
Legal Reserve
Other
Reserves
Retained
Earnings
Total
Balance at 1 January 2020
(2,241)
(139)
109,277
106,897
Increase
1,226
9
-
1,235
Decrease
-
-
(35,994)
(35,994)
Balance at 31 December 2020
(1,015)
(130)
73,283
72,138
The increase in the Legal Reserve, amounting to EUR 859 thousand, is entirely attributable to the increase in
the Cash Flow Hedge reserve.
The decrease in Retained Earnings, amounting to EUR 31,701 thousand, is related to the programme for the
purchase of treasury shares (EUR 24,773 thousand), as described below, the distribution of 2020 dividends
(EUR 21,922 thousand) and profit appropriation for 2020 (EUR 14,944 thousand).
Equity items
It is noted that the Company is tax residence in Italy, the following table shows the origin, possible use and
availability of equity items in respect to Italian tax rules:
(EUR'000)
Summary of utilisation in previous
three years
Nature/Description
Amount as at
31/12/2021
To cover losses
For other
reasons
Share capital
159,120
-
-
Share premium reserve
35,711
-
-
Legal reserve (Italian law)
31,824
-
-
Reserve for treasury shares in portfolio
(29,315)
-
-
Reserve for dividends undistributed
355
A) Reserve for grants related to assets
13,207
-
-
Reserve as per Art. 15 of Law No. 67 of 11/3/88
138
-
-
Reserve as per Law 349/95
41
Goodwill arising on merger
14,676
14,527
29,560
Other IFRS reserves
10,372
-
-
Retained earnings
-
-
4,296
Total reserves
77,009
14,527
33,856
Profit (loss) for the year
7,809
-
-
Total equity
243,938
-
-
A) The reserves that form part of the company’s taxable profit if distributed total EUR 13,207 thousand.
The table below shows the reconciliation between Italian tax rules and Dutch Civil Code as at
31 December 2021:
(EUR ‘000)
Share
premium
reserve
Reserve
for
treasury
shares
Reserve
for
dividends
undistrib
uted
Reserve
for
grants
related
to
assets
Hedgin
g
Reserv
e*
Legal
reserve
(Italian
Law)
Other
IFRS
reserves
*
Reserve
as per
Art. 15
of Law
No.
67/88
Reserv
e as
per
Law
No.
349/95
Goodwill
arising
on
merger
Actuarial
reserves
IAS 19*
IFRS 9
Reserve
*
Retained
earnings
Total
Italian Tax rules
35.711
(29.315)
355
13.207
(156)
31.824
5.170
138
41
14.676
(127)
5.485
-
77.009
Reclassification
due conversion
in N.V.
-
29.315
(355)
(13.207)
-
(31.824)
(5.170)
(138)
(41)
(14.676)
-
(5.485)
41.581
Dutch Civil
Code
35.711
-
-
-
(156)
-
-
-
-
-
(127)
-
41.581
77.009
*other IFRS reserves
Separate Financial Statements 2021 Cementir Holding NV | 199
Purchase of treasury shares
On 12 October, the share buyback programme (the “Programme”), set up in implementation of the
shareholders’ resolution of 2 July 2020, came to an end, as indicated in the announcement to the market of
13 October 2021, to which reference should be made for details.
Under the Programme, between 15 October 2020 and 12 October 2021 (inclusive), 3,600,000 own shares,
equal to 2.2624% of the share capital, were purchased on the Mercato Telematico Azionario, organised and
managed by Borsa Italiana S.p.A., at a weighted average price of EUR 8.1432 per share for a total
disbursement of EUR 29,315 thousand (at 31 December 2020, the Company held 694,500 treasury shares,
equal to 0.4365% of the share capital, for a value of EUR 4,543 thousand).
Dividends
During the year, the company distributed a total of EUR 21,922 thousand in dividends to shareholders for
2020, corresponding to EUR 0.14 per ordinary share.
14) Employee benefits
Post-employment benefits totalled EUR 181 thousand (EUR 166 thousand at 31 December 2020). The figure
represents the company’s estimate of its obligation, determined using actuarial techniques, to employees upon
termination of employment. On 1 January 2007, the Italian Finance Act and related implementing decrees
introduced significant reforms to the regulations governing post-employment benefits, including the right of
employees to decide where to allocate their accruing benefits. Benefits may be transferred to a pension fund
or kept within the company, in which case they are transferred to a special treasury fund set up by INPS.
As a result of the reforms, accruing Italian post-employment benefits now qualify as a defined contribution plan
rather than a defined benefit plan.
The actuarial assumptions used for their measurement are summarised below:
Values in %
31/12/2021
31/12/2020
Annual discount rate
1.00%
0.00%
Annual post-employment benefits growth rate
2.81%
2.62%
Changes in the liability are shown below:
(EUR'000)
31/12/2021
31/12/2020
Net liability opening balance
166
298
Current service cost
-
-
Interest cost
-
1
Payments of post-employment benefits
(10)
-
Net actuarial gains recognised in the year
25
(4)
(Contributions received)
-
(129)
(Benefits paid)
-
-
Net liability closing balance
181
166
Employee benefits included the long-term incentive plan that envisages the payment of a variable monetary
reward, calculated on the basis of the gross annual salary of the beneficiary, which is tied to the achievement
of the business and financial objectives in the Industrial Plans prepared and approved. It amounted to
EUR 1,991 thousand at 31 December 2021 (EUR 3,482 thousand at 31 December 2020).
Separate Financial Statements 2021 Cementir Holding NV | 200
15) Financial liabilities
Non-current and current financial liabilities are shown below:
(EUR'000)
31/12/2021
31/12/2020
Bank loans and borrowing
76,953
3,208
Other non-current loan liabilities
158
184
Other non-current financial liabilities - related parties (note 31)
376
1,855
Non-current financial liabilities
77,487
5,247
Bank loans and borrowing
57,419
328,572
Bank loans and borrowings - related parties
(note 31)
57,401
58,116
Current portion of non-current financial liabilities
1,188
1,135
Current portion of non-current financial liabilities - related parties (note 31)
1,489
1,460
Fair value of derivatives
3,295
7,599
Other loan liabilities
16
18
Current financial liabilities
120,808
396,900
Total financial liabilities
198,295
402,147
It should be noted that during the period, a new senior term loan with a duration of three years, with half-yearly
repayments, at market conditions with a pool of banks with Banca Nazionale del Lavoro as agent bank and BNP
Paribas Italian Branch as global coordinator. In addition, on 28 May 2021, Cementir Holding repaid, ahead of the due
date in October 2021, a term loan of EUR 330 million granted by a pool of banks with Mediobanca as agent bank.
Non-current payables to bank loans and borrowings, for EUR 76,953 thousand, referring to the new senior term
loan and to the variable rate loan (6M Euribor + spread of 0.75%) granted by Banca Intesa SpA against a
mortgage on the property located in Torrespaccata expiring in 2024.
Current bank loans and borrowing, amounting to EUR 57,419 thousand, mainly include the short-term share of
the new senior term loan. The decrease compared to the previous year refers to the repayment of Credit Line B
(short-term line) of EUR 330 million.
The new senior term loan is secured by collateral appropriate to the type of transaction and requires compliance
with the financial covenants, which at 31 December 2021 have been met by the Company. In particular, the
covenant to be respected is the ratio between consolidated net financial debt and consolidated EBITDA not
exceeding 3.5.
Payables to related party banks, amounting to EUR 57,401 thousand, refer to the balance of cash pooling
accounts outstanding with Spartan Hive SpA, CCB, CCB France and Aalborg Portland Holding A/S.
The current portion of non-current financial liabilities mainly includes re-instalments due in 2021 of the floating-
rate loan (6M Euribor + spread of 0.75%) granted by Banca Intesa SpA secured by a company-owned property
in Torrespaccata (EUR 1,044 thousand).
Other non-current loan liabilities, amounting to EUR 534 thousand (EUR 158 thousand to third parties and
EUR 376 thousand to related parties), relate to the payable resulting from the application of IFRS 16; while other
current loan liabilities, totalling EUR 16 thousand, mainly consist of accrued interest due on non-current loans.
The negative fair value of derivatives totalled approximately EUR 3,295 thousand; the figure is related to the fair
value measurement at 31 December 2021 of derivatives purchased to hedge interest rate and currency risks
connected with liabilities falling due between January 2021 and February 2027.
Separate Financial Statements 2021 Cementir Holding NV | 201
At 31 December 2021, a company-owned property in Torrespaccata, Rome, was mortgaged to third parties for
EUR 6.9 million to secure the loan granted by Banca Intesa SpA.
Sureties given to third parties at 31 December 2021 amounted to EUR 9,881 thousand (GBP 8.3 million). They
include sureties issued to the subsidiaries Quercia Limited and Neales Waste Management, in favour of Intesa
San Paolo SpA and UniCredit.
Sureties in GBP were translated into euros at the exchange rates effective at 31 December 2021, equal to
EUR/GBP 0.8403.
The company’s exposure, broken down by due date of the financial liabilities, is as follows:
(EUR'000)
31/12/2021
31/12/2020
Within three months
7,974
398
• third parties
7,974
-
• related parties (note 31)
-
398
Between three months and one year
112,834
396,502
• third parties
55,433
338,386
• related parties (note 31)
57,401
58,116
Between one and two years
51,556
2,635
• third parties
51,080
1,044
• related parties (note 31)
476
1,591
Between two and five years
25,931
2,612
• third parties
25,873
2,164
• related parties (note 31)
58
448
After five years
-
-
Total financial liabilities
198,295
402,147
The carrying amount of current and non-current financial liabilities equals their fair value.
Net financial debt
As required by CONSOB Communication 6064293 of 28 July 2006, the company’s net financial debt is shown
in the next table.
(EUR'000)
31/12/2021
31/12/2020
A. Cash
1
1
B. Other cash equivalents
3,220
171,119
C. Cash and cash equivalents (A+B)
3,221
171,120
D. Current loan assets
90,161
172,422
E. Current bank loans and borrowings
(57,419)
(328,572)
F. Current portion of non-current debt
(2,677)
(2,595)
G. Other current loan liabilities
(60,712)
(65,733)
H. Current financial debt (E+F+G)
(120,808)
(396,900)
I. Net current financial debt (C+D+H)
(27,426)
(53,357)
J. Non-current bank loans and borrowings
(76,953)
(3,208)
K. Other non-current liabilities
(534)
(2,039)
L. Non-current financial debt (J+K)
(77,487)
(5,247)
M. Net financial debt (I+L)
(104,913)
(58,604)
Separate Financial Statements 2021 Cementir Holding NV | 202
The Company’s net financial debt at 31 December 2021 amounted to EUR 104,913 thousand
(EUR 58,604 thousand at 31 December 2020) up by EUR 46,309 thousand compared to the previous year. This
change is mainly due to the payment of dividends and the purchase of treasury shares.
Other current loan liabilities, amounting to EUR 60,712 thousand (EUR 65,733 thousand at 31 December 2020)
were down by EUR 5,021 thousand mainly due to the valuation of the fair value of derivatives.
In accordance with Consob communication No. 6064293 of 28 July 2006, the value of non-current receivables
has not been included in the calculation of the Company's net financial debt.
If the loan had been included, the net financial debt of Cementir Holding NV would have been
EUR 104,653 thousand (as presented below).
(EUR'000)
31/12/2021
31/12/2020
Current financial assets
90,161
172,422
Cash and cash equivalents
3,221
171,120
Current financial liabilities
(120,808)
(396,900)
Non-current financial liabilities
(77,487)
(5,247)
Net financial debt (as per CONSOB Communication)
(104,913)
(58,604)
Non-current financial assets
260
951
Total net financial debt
(104,653)
(57,653)
16) Trade payables
The carrying amount of trade payables approximates their fair value. Their balance of EUR 1,952 thousand
(EUR 1,672 thousand at 31 December 2020) may be analysed as follows:
(EUR'000)
31/12/2021
31/12/2020
Trade payables - third parties
1,437
1,422
Trade payables - related parties (note 31)
515
250
Trade payables
1,952
1,672
Note 31) Related party transactions gives a breakdown of trade payables to subsidiaries, associates and
Parents.
17) Deferred tax assets and liabilities
At 31 December 2021, deferred tax, amounted to EUR 19,677 thousand, includes deferred tax assets net of
deferred tax liabilities as shown below:
(EUR'000)
31/12/2020
Accruals, net of
utilisation in
profit or loss
Increase, net of
decreases in
equity
Other
changes
31/12/2021
Tax losses
13,224
2,942
-
-
16,166
Other
7,890
(755)
(194)
-
6,941
Income taxes tax assets
21,114
2,187
(194)
-
23,107
Difference between accounting value
and their tax base
5,071
(1,641)
-
-
3,430
Income taxes tax liabilities
5,071
(1,641)
-
-
3,430
Total
16,043
19,677
Separate Financial Statements 2021 Cementir Holding NV | 203
At 31 December 2021, deferred tax assets, totalling EUR 23,107 thousand, consisted mainly of IRES assets due
to the tax losses of companies that opted to join the Italian national tax consolidation scheme; The company
expects to recover them over the coming years within the timeframe defined by the relevant legislation.
Deferred tax liabilities, totalling EUR 3,430 thousand at 31 December 2021, consisted of EUR 2,874 thousand in
IRES liabilities and EUR 556 thousand in IRAP liabilities.
18) Other current liabilities and current and non-current provisions
(EUR'000)
31/12/2021
31/12/2020
Payables to personnel
1,268
1,255
Social security institutions
462
414
Other liabilities
3,189
5,292
Subsidiaries (IRES and VAT tax consolidation scheme) (note 31)
114
658
Other payables - related parties (Note 31)
-
4
Other current liabilities
5,033
7,623
Other liabilities relate mainly to remuneration for directors and auditors for a total of EUR 2,915 thousand.
The amount due to subsidiaries primarily comprises amounts owed by Cementir Holding to companies that have
joined the national IRES tax consolidation scheme following the assignment of tax losses of previous years.
As of 31 December 2021, non-current provisions amounted to EUR 370 thousand, unchanged from
31 December 2020, while current funds amount to EUR 2,323 thousand and refer to provisions for litigation
recognised during 2021.
19) Revenue
(EUR'000)
2021
2020
Services
10,390
10,960
Revenue
10,390
10,960
Revenue included EUR 9,561 thousand mainly from revenues for royalties related to the use of the trademark
by the subsidiaries and for EUR 234 thousand from revenues for consulting services.
Note 31) Related-party transactions provides more information about revenue from subsidiaries, associates
and other Group companies.
20) Increase for internal work
There were no increases for internal work at the date of these financial statements. In 2020 the item, amounting
to EUR 335 thousand, referred to the activities carried out in the first four months, capitalised in intangible
assets and then transferred to Aalborg Portland Digital Srl.
21) Other operating revenue
(EUR'000)
2021
2020
Building lease payments
-
402
Other income
44
142
Other operating revenue
44
544
Separate Financial Statements 2021 Cementir Holding NV | 204
22) Personnel costs
(EUR'000)
2021
2020
Wages and salaries
4,647
5,510
Social security charges
1,659
1,907
Other costs
253
4,487
Personnel costs
6,559
11,904
The company’s workforce breaks down as follows:
31/12/2021
31/12/2020
2021
average
2020
average
Executives
16
18
17
21
Middle management, white collars and intermediates
25
26
25
32
Total
41
44
42
53
The Company has no employees in the Netherlands.
23) Other operating costs
(EUR'000)
2021
2020
Consultancy
1,880
1,783
Directors’ fees
4,779
5,929
Independent auditors’ fees
253
213
Other services
1,497
1,655
Other operating costs
5,032
4,940
Other operating costs
13,441
14,520
Other operating costs include the write-down of the Torrespaccata property for EUR 4,230 thousand.
The total includes transactions with related parties; see note 31 for full details.
24) Amortisation, depreciation, impairment losses and provisions
(EUR'000)
2021
2020
Amortisation
127
722
Depreciation
805
1,022
Provisions and write-downs
2,323
788
Amortisation, depreciation, impairment losses and provisions
3,255
2,532
Amortisation and depreciation includes for EUR 770 thousand (EUR 963 thousand in 2020) in amortisation of
right of use assets deriving from the application of IFRS 16.
Provisions relate to an accrual for legal disputes..
Separate Financial Statements 2021 Cementir Holding NV | 205
25) Net financial expense
Financial income net of expenses was EUR 11,175 thousand. This result is broken down as follows:
(EUR'000)
2021
2020
Total income from investments
19,000
29,760
Total expense from investments
(2,500)
-
Interest income from third parties
457
688
Interest income from related parties (note 31)
1,654
3,425
Other financial income
4,034
8,766
Total financial income
6,145
12,879
Interest expense
(5,299)
(8,751)
Interest expense - related parties (note 31)
(41)
(62)
Other financial expense
(5,980)
(5,563)
Other financial expense - related parties (nota 31)
(150)
-
Total financial expense
(11,470)
(14,376)
Net financial income (expense)
11,175
28,263
“Income from investments”, amounting to EUR 19,000 thousand, refers to the dividends received by the
subsidiary Cementir Espana.
Other financial income amounting to EUR 4,034 thousand (EUR 8,766 thousand as of 31 December 2020)
consisted of gains on derivative financial instruments purchased to hedge currency.
Other financial expense totalled EUR 5,980 thousand (EUR 5,563 thousand as of 31 December 2020) mainly
consisted of expenses connected to the closure of Credit Line B and losses on the measurement of derivatives
held to hedge currency and interest rate risks.
26) Income taxes
The item shows a net tax income of EUR 6,955 thousand (EUR 3,848 thousand in 2020) and breaks down as
follows:
(EUR'000)
2021
2020
Current taxes
2,960
486
- IRES
2,415
486
- IRAP
545
Income taxes tax assets
2,354
2,817
- IRES
2,405
2,729
- IRAP
(51)
88
Income taxes tax liabilities
1,641
545
- IRES
1,323
442
- IRAP
318
103
Taxes
6,955
3,848
Separate Financial Statements 2021 Cementir Holding NV | 206
The following table shows a reconciliation between the theoretical tax expense and the effective expense
recognised in the income statement:
(EUR'000)
2021
2020
Theoretical tax expense (based on Italian nominal tax rate)
395
(2,675)
Taxable permanent differences
(287)
(185)
Deductible permanent differences
4,372
6,827
Prior year taxes
1,664
(310)
Change in IRES tax rate
-
Effective IRAP tax expense
811
191
Taxes
6,955
3,848
The Company, as allowed by the Consolidated Income Tax Act, participates in the group tax regime called
“National tax consolidation scheme” as Parent.
27) Other comprehensive expense
The following table gives a breakdown of other comprehensive expense, including and excluding the related
tax effect:
(EUR'000)
2021
2020
Gross
amount
Tax
effect
Gross
amount
Gross
amount
Tax
effect
Gross
amount
Financial instruments
1,220
(361)
859
1,741
(515)
1,226
Net actuarial gains (losses) on
post-employment benefits
3
(1)
2
11
(3)
8
Total other comprehensive
income (expense)
1,223
(362)
861
1,752
(518)
1,234
28) IFRS 16 Leases
The following table shows the movements of RoU at 31 December 2021 and the related disclosures:
(EUR'000)
Land and
buildings
Plant and
equipment
Other
assets
Total
Right of use
assets
Gross amount at
1 January 2021
3,473
476
-
3,949
Increase
15
143
-
158
Decrease
(103)
(84)
-
(187)
Gross amount at
31 December 2021
3,385
535
-
3,920
Depreciation at
1 January 2021
2,026
171
-
2,197
Depreciation
627
143
-
770
Decrease
-
(77)
-
(77)
Depreciation at
31 December 2021
2,653
237
-
2,890
Net amount at
31 December 2021
732
298
-
1,030
Separate Financial Statements 2021 Cementir Holding NV | 207
(EUR'000)
Land and
buildings
Plant and
equipment
Other
assets
Total
Right of use assets
Gross amount at
1 January 2020
4,368
587
48
5,003
Transfer to APD
(898)
(231)
(48)
(1,177)
Increase
3
315
-
318
Decrease
-
(195)
-
(195)
Gross amount at
31 December 2020
3,473
476
-
3,949
Amortisation at
1 January 2020
1,281
201
12
1,494
Transfer to APD
-
(104)
(16)
(120)
Amortisation
745
214
4
963
Decrease
-
(140)
-
(140)
Amortisation at
31 December 2020
2,026
171
-
2,197
Net amount
at 31 December 2020
1,447
305
-
1,752
As at 31 December 2021, right of use assets were EUR 1,030 thousand (EUR 1,752 thousand at
31 December 2020) and mainly included the contract related to the 200 Corso Francia premises for
EUR 732 thousand (EUR 1,447 thousand at 31 December 2020).
The depreciation period of the right-of-use assets is reported below:
Useful life of the right of use assets
Land and buildings
6 years
Plant and equipment
4 years
Other assets
4 years
The Company’s exposure, broken down by expiry of the lease liabilities, is as follows:
(EUR'000)
31/12/2021
31/12/2020
Within three months
418
438
Between three months and one year
1,252
1,277
Between one and two years
484
1,681
Between two and five years
58
500
After five years
-
-
Total undiscounted lease liabilities at December 31
2,212
3,896
Current and non-current lease liabilities are shown below:
(EUR'000)
31/12/2021
31/12/2020
Non-current lease liabilities
158
184
Non-current lease liabilities - related parties (note 31)
376
1,855
Non-current lease liabilities
534
2,039
Current lease liabilities
144
125
Current lease liabilities - related parties (note 31)
1,489
1,460
Current lease liabilities
1,633
1,585
Total lease liabilities
2,167
3,624
Separate Financial Statements 2021 Cementir Holding NV | 208
Amounts recognised in profit/(loss) in the income statement
(EUR'000)
2021
2020
Amortisation and depreciation (note 24)
(770)
(963)
Interest expense on lease liabilities
(47)
(70)
Amounts recognised in the cash flow statement
(EUR'000)
2021
2020
Total cash outflow for leases
1,654
1,729
29) Financial risk management and disclosures
The company is exposed to financial risks connected with its operations, namely:
Credit risk
Cementir Holding N.V.’s exposure to credit risk is not considered particularly significant as it mainly does
business with subsidiaries and related parties whose risk of insolvency is substantially inexistent.
Credit risk related to trade receivables from subsidiaries is considered insignificant.
Note 6 provides additional details regarding the maturities of third-party trade receivables.
With respect to bank deposits (note 10) and derivatives (note 7), the Company has always worked with leading
counterparties, thus limiting its credit risk in this sense.
Liquidity risk
Liquidity risk concerns the availability of financial resources and access to credit market and financial
instruments.
The company monitors its cash flows, funding requirements and liquidity levels in order to ensure the effective
and efficient use of its financial resources.
The company has credit lines which cover any unforeseen requirements.
Note 15 provides a breakdown of financial liabilities by due date.
Market risk
The market risk mainly concerns currency and interest rate risks.
Currency risk
Cementir Holding N.V. is directly exposed to currency risk to a limited degree in relation to loans and deposits
held in foreign currency. The Company constantly monitors these risks so as to assess any impact in advance
and take any necessary mitigating actions.
Interest rate risk
As Cementir Holding NV has floating rate bank loans, it is exposed to the risk of fluctuations in interest rates.
This risk is considered moderate as the company’s loans are currently only in euros and the medium to long-
term interest rate curve is not steep. Having thoroughly assessed the level of rates expected and debt reduction
timing based on cash forecasts, Interest Rate Swaps are agreed to partly hedge the risk.
At 31 December 2021, the company’s net financial debt amounted to EUR 104,913 thousand (including
EUR 93,382 thousand in current loan assets and cash and cash equivalents, EUR 120,808 thousand in
Separate Financial Statements 2021 Cementir Holding NV | 209
current loan liabilities and EUR 77,487 thousand in non-current loan liabilities). 96% of the interest rates are
floating rates, with the remaining 4% fixed rates.
With respect to the floating rate on net financial debt, an annual 1% increase in interest rates, assuming all the
other variables remain stable, would have had a negative effect on profit before taxes of EUR 0.8 million
(EUR 1 million in 2020) and on equity of EUR 0.6 million (EUR 0.8 million at 31 December 2020). A similar
decrease in interest rates would have an identical positive impact.
30) Fair value hierarchy
IFRS 13 requires that assets and liabilities carried at fair value be classified using a hierarchy which reflects
the sources of the inputs used to measure their fair value. The hierarchy consists of the following levels:
- Level 1: measurement of fair value using quoted prices on active markets for identical assets or liabilities
which can be accessed by the entity at the valuation date.
- Level 2: measurement of fair value using inputs other than the quoted prices included within Level 1 which
are directly observable (such as prices) or indirectly observable (i.e., derived from prices) on the market.
- Level 3: measurement of fair value using inputs for assets or liabilities that are not based on observable
market data (unobservable inputs).
The fair value of assets and liabilities is classified as follows:
31 December 2021
(EUR'000)
Note
Level 1
Level 2
Level 3
Total
Investment property
3
-
-
18,625
18,625
Total assets
-
-
18,625
18,625
Current financial liabilities (derivative instruments)
15
-
3,295
-
3,295
Total liabilities
-
3,295
-
3,295
31 December 2020
(EUR'000)
Note
Level 1
Level 2
Level 3
Total
Investment property
3
-
-
22,856
22,856
Total assets
-
-
22,856
22,856
Current financial liabilities (derivative instruments)
15
-
7,599
-
7,599
Total liabilities
-
7,599
-
7,599
No transfers among the levels took place during 2021.
Separate Financial Statements 2021 Cementir Holding NV | 210
31) Related party transactions
Transactions performed by the Company with related parties are part of its normal business operations and
usually take place at market conditions; There were no atypical or unusual transactions, not within normal
company management. The loans granted to the subsidiaries Svim 15 Srl, Alfacem Srl, Cementir España SL
and Spartan Hive SpA are noted, as described in note 7. These loans are also described in note 15 “Net
financial debt”.
On 5 November 2010, the Board of Directors of Cementir Holding NV approved a new procedure for related party
transactions complying with CONSOB guidelines, issued pursuant to CONSOB Resolution No. 17221 of
12 March 2010 and subsequent amendments and additions thereto. The procedure has been applicable starting
from 1 January 2011. On 13 November 2019, the Board of Directors resolved to make a number of changes to
the Related Party Transaction Procedure, following the conversion of Cementir Holding into a company under
Dutch law. Finally, it should be noted that the procedure was again approved by the Board of Directors on
9 November 2020 during the periodic review of company procedures.
As required by CONSOB Communication No. 6064293 of 28 July 2006, related party transactions and their
effects are reported in the table below:
Trade and financial transactions
Year 2021
Trade
receivables
Non-
current
financial
assets
Current
financial
assets
Other
current
assets
Trade
payables
Current
and non-
current
financial
Other
current
liabilities
Balance
(EUR'000)
Cimentas AS
3,645
-
-
-
-
-
-
3,645
Alfacem Srl
3
-
57,996
-
-
-
-
57,999
Aalborg Portland Holding A/S
2,218
-
1
-
-
(16,000)
-
(13,781)
Basi 15 Srl
5
-
-
-
-
-
(78)
(73)
Svim 15 Srl
3
-
1,258
-
-
-
(36)
1,225
Cementir Espana SL
-
-
-
-
-
-
-
-
Aalborg Portland A/S
-
-
-
-
-
-
-
-
Lehigh White Cement Company
-
-
-
-
-
-
-
-
Aalborg Cement Company
-
-
3,540
-
-
-
-
3,540
White Cement Company
-
-
6,195
-
-
-
-
6,195
Quercia Ltd
-
-
5
-
-
-
-
5
Aalborg Portland Digital S.r.l.
105
52
2,833
674
(36)
-
-
3,628
Spartan Hive SpA
62
27
17,824
4,251
(29)
(17,693)
-
4,442
Recydia
-
-
-
-
-
-
-
-
Caltagirone SpA
63
-
-
-
(450)
-
-
(387)
Vianini Lavori SpA
-
-
-
-
-
-
-
-
Piemme SpA
-
107
420
-
-
-
-
527
Compagnie des Ciments Belges
France SA
-
-
1
-
-
(12,148)
-
(12,147)
Compagnie des Ciments Belges SA
15
-
1
-
-
(11,559)
-
(11,543)
Aalborg Portland Malaysia Sdn. Bhd.
3
-
-
-
-
-
-
-
Aalborg Portland Anqing CO. LTD.
8
-
-
-
-
-
-
-
ICAL SpA
-
-
-
-
-
(1,865)
-
(1,865)
Total related parties
6,130
186
90,074
4,925
(515)
(59,265)
(114)
41,410
Total financial statements item
6,130
260
90,161
5,890
(1,952)
(198,295)
(5,033)
% of item
100.00%
71.54%
99.90%
83.62%
26.38%
28.89%
2.27%
Separate Financial Statements 2021 Cementir Holding NV | 211
Year 2020
Trade
receivables
Non-
current
financial
assets
Current
financial
assets
Other
current
assets
Trade
payables
Current
and non-
current
financial
Other
current
liabilities
Balance
(EUR'000)
Cimentas AS
2,813
-
-
-
-
-
-
2,813
Alfacem Srl
-
-
105,000
-
-
-
(18)
104,982
Aalborg Portland Holding A/S
1,909
-
60,752
-
-
-
-
62,661
Basi 15 Srl
-
-
-
-
-
-
(308)
(308)
Svim 15 Srl
-
-
1,150
-
-
-
(70)
1,080
Cementir Espana SL
-
-
310
-
-
-
-
310
Aalborg Portland A/S
-
-
-
-
-
-
-
-
Lehigh White Cement Company
20
-
-
-
-
-
-
20
Quercia Ltd
-
-
-
-
-
-
-
Aalborg Portland Digital S.r.l.
50
364
4,647
13
-
-
(87)
4,987
Spartan Hive SpA
112
101
3,136
-
(5,573)
(176)
(2,400)
Recydia
108
-
-
-
-
-
-
108
Caltagirone SpA
42
-
-
-
(250)
-
-
(208)
Vianini Lavori SpA
-
-
-
-
-
-
-
-
Piemme SpA
2
447
402
-
-
(3)
847
Compagnie des Ciments Belges
France SA
-
-
-
-
-
(20,989)
-
(20,989)
Compagnie des Ciments Belges SA
59
-
-
-
-
(31,554)
-
31,495)
Aalborg Portland Malaysia Sdn. Bhd.
-
-
-
-
-
-
-
-
Aalborg Portland Anqing CO. LTD.
-
-
-
-
-
-
-
-
ICAL SpA
-
-
-
-
-
(3,315)
-
(3,315)
Total related parties
5,003
923
172,362
3,149
(250)
(61,431)
(662)
119,094
Total financial statements item
5,013
951
172,422
4,835
(1,672)
(396,900)
(7,623)
% of item
99.80%
97.06%
99.97%
65.13%
14.95%
15.48%
8.70%
Separate Financial Statements 2021 Cementir Holding NV | 212
Revenue and costs
Year 2021
Operating
revenue and other
income
Financial
income
Operating
costs
Financial
expense
Balance
(EUR'000)
Caltagirone SpA
-
-
(450)
-
(450)
Cimentas AS
1,950
-
-
-
1,950
Alfacem Srl
5
1,171
-
-
1,176
Basi 15 Srl
9
1
-
-
10
Svim 15 Srl
6
5
-
-
11
Cementir Espana
-
19,001
-
-
19,001
Aalborg Portland Holding A/S
7,846
372
-
-
8,218
Aalborg Portland A/S
-
-
-
(75)
(75)
Aalborg Cement Company
-
9
-
-
9
White Cement Company
-
15
-
-
15
Quercia Ltd
-
1
-
-
1
Sinai White Portland Cement Co.S.A.E.
-
-
-
-
-
Aalborg Portland Digital S.r.l.
406
20
(115)
-
311
Vianini Lavori SpA
-
-
(42)
-
(42)
Piemme SpA
72
20
-
-
92
Spartan Hive SpA
91
33
(96)
-
28
Compagnie des Ciments Belges SA
-
3
-
(75)
(72)
Compagnie des Ciments Belges France SA
-
3
-
-
3
Aalborg Portland Malaysia Sdn. BHD.
-
-
-
-
-
ICAL SpA
-
-
-
(41)
(41)
Total related parties
10,385
20,654
(703)
(191)
30,145
Total financial statements item
10,434
25,145
(13,441)
(11,470)
% of item
99.53%
82.14%
5.23%
1.67%
Separate Financial Statements 2021 Cementir Holding NV | 213
Year 2020
Operating
revenue and other
income
Financial
income
Operating
costs
Financial
expense
Balance
(EUR'000)
Caltagirone SpA
-
-
(450)
-
(450)
Cimentas AS
1,631
-
-
-
1,631
Alfacem Srl
-
1,818
-
-
1,818
Basi 15 Srl
-
6
-
-
6
Svim 15 Srl
-
2
-
-
2
Aalborg Portland Holding A/S
8,778
31,309
-
-
40,087
Aalborg Portland A/S
-
-
-
-
-
Sinai White Portland Cement Co.S.A.E.
-
-
-
-
-
Aalborg Portland Digital S.r.l.
355
51
(110)
-
296
Vianini Lavori SpA
-
-
(42)
-
(42)
Piemme SpA
83
29
-
-
112
Spartan Hive SpA
67
9
(64)
-
12
Compagnie des Ciments Belges SA
-
1
-
-
1
Compagnie des Ciments Belges France SA
-
1
-
-
-
Aalborg Portland Malaysia Sdn. BHD.
-
-
-
-
-
ICAL SpA
-
-
-
(62)
(62)
Total related parties
10,914
33,226
(666)
(62)
43,412
Total financial statements item
11,839
42,639
(14,520)
(14,376)
% of item
92.19%
77.92%
4.59%
0.43%
Revenue from the subsidiaries Cimentas AS and Aalborg Portland Holding A/S refers to fees for the Trademark
License Agreement and fees for the Cementir Group Intercompany Service Agreement (the latter in force until
April 2020), whereas for Spartan Hive S.p.A. and Aalborg Portland Digital Srl revenue only refers to fees for
the Cementir Group Intercompany Service Agreement [or Intercompany Services Contract?]
Financial income from Cementir Espana includes dividends (EUR 19,000 thousand); financial income from
Alfacem Srl relates to interest accrued on the loan granted.
Operating costs from Spartan Hive SpA (EUR 96 thousand) relate to purchasing services, while operating
costs from Aalborg Portland Digital Srl (EUR 115 thousand) relate to consulting services.
Trade receivables refer to invoices for branding fees sent to Cimentas and Aalborg Portland Holding A/S.
Financial assets refer to interest-bearing loans to Alfacem (EUR 57,996, thousand), Spartan Hive SpA
(EUR 17,718, thousand), White Cement Company (EUR 6,195, thousand), Aalborg Cement Company
(EUR 3,540, thousand) and Svim 15 Srl (EUR 1,258, thousand). In addition, the item includes financial
receivables arising from the cash pooling relationship with Aalborg Portland Digital Srl (EUR 2,513 thousand)
and from the sublease of part of the building at 200 Corso di Francia with effect from 1 September 2019,
accounted for in accordance with IFRS 16, from Aalborg Portland Digital, Piemme and Spartan Hive
Current and non-current financial liabilities include cash pooling balances with Aalborg Portland Holding A/S
(EUR 16,000 thousand), Spartan Hive SpA (EUR 17,693 thousand), CCB SA (EUR 11,559 thousand) and
CCB France SA (EUR 12,148 thousand).
Separate Financial Statements 2021 Cementir Holding NV | 214
Other current liabilities and other current assets mainly related to the effects of Cementir Holding NV and the
companies Alfacem Srl, Spartan Hive SpA, Aalborg Portland Digital Srl, Basi15 Srl and Svim15 Srl joining the
national tax consolidation scheme.
32) Independent auditors’ fees
Fees paid in 2021 to the independent auditors totalled approximately EUR 204 thousand, including EUR 182
thousand for audit services and EUR 22 thousand for other services (EUR 269 thousand in 2020 of which
EUR 255 thousand for audit services and EUR 14 thousand for other services).
33) Director’s remuneration
Compensation paid in financial year 2021 totalled EUR 5,690 thousand (EUR 5,798 thousand in 2020) as
shown below:
(EUR'000)
2021
2020
Fixed Remuneration
1,968
1,978
Compensation for participation in Board of Directors
140
160
Variable Remuneration
3,315
3,428
Non monetary benefits
7
7
Other fees
260
225
Total
5,690
5,798
The key management personnel compensation is mainly relating to short-term employee benefits.
Separate Financial Statements 2021 Cementir Holding NV | 215
The table below shows the compensation paid in Financial Year 2021:
Separate Financial Statements 2021 Cementir Holding NV | 216
The table below shows the compensation paid in Financial Year 2020:
COMPENSI EROGATI AL CONSIGLIO DI AMMINISTRAZIONE E AI DIRIGENTI CON RESPONSABILITÀ STRATEGICHE
(in migliaia di Euro)
Compensazione variabile (non azionaria)
Gettone
di
Presenza
Compensi approvati
dall'assemblea degli
azionisti o dai CdA
Compenso da
lavoro
dipendente
Bonus e altri incentivi
Francesco Caltagirone, Presidente del Consiglio di Amministrazione
e CEO
4 1.805 81 3.428 7 5.325
64% remunerazione variabile
36% remunerazione fissa
Alessandro Caltagirone, Direttore non esecutivo e vicepresidente 4 5 9 100% remunerazione fissa
Azzurra Caltagirone, Direttore non esecutivo e vicepresidente 5 5 10 100% remunerazione fissa
Edoardo Caltagirone, Direttore non esecutivo 5 5 10 100% remunerazione fissa
Saverio Caltagirone, Direttore non esecutivo 5 5 10 100% remunerazione fissa
Fabio Corsico, Direttore non esecutivo 4 5 225 234 100% remunerazione fissa
Paolo Di Benedetto, Amministratore indipendente non esecutivo
senior, membro dell'Audit Committee e membro del Remuneration
and Nomination Committee
4 5 40 49 100% remunerazione fissa
Chiara Mancini, Amministratore indipendente non esecutivo e
presidente del comitato Remuneration and Nomination Committee
e membrodell'Audit Committee
5 5 50 60 100% remunerazione fissa
Veronica De Romanis, Amministratore indipendente non esecutivo,
presidente dell'Audit Committee e membro del Remuneration and
Nomination Committee
5 5 50 60 100% remunerazione fissa
Mario Delfini, Amministratore non esecutivo e membro del
dell'Audit Committee e membro del Remuneration and Nomination
Committee
2 2 13 17 100% remunerazione fissa
Roberta Neri, Amministratore indipendente non esecutivo 2 2 4 100% remunerazione fissa
Adriana Lamberto Floristan, Amministratore indipendente non
esecutivo e membro dell'Audit Committee
2 2 7 10 100% remunerazione fissa
Dirigenti con responsabilità strategiche:* 2.871 1.068 551 4.490
24% remunerazione variabile
76% remunerazione fissa
TOTALE: 47 1.850 2.952 160 4.496 558 225 10.288
*Inclusi Group COO, Group CFO, Heads of Region e Business Unit Managing Directors
MANAGEMENT CON RESPONSABILITÀ STRATEGICHE
Nominativo dell'Amministratore, posizione
Remunerazione fissa
Compenso per
la
partecipazione
ai comitati
Benefici non
monetari
Altri compensi
Totale
Percentuale della
remunerazione fissa e
variabile
CONSIGLIO DI AMMINISTRAZIONE
DIRETTORI CHE HANNO LASCIATO L'INCARICO NEL CORSO DEL 2020
Separate Financial Statements 2021 Cementir Holding NV | 217
34) Off balance sheet liabilities
Regarding pledge as collateral for banks loans refer to note 15.
35) Events after the reporting period
No significant events occurred after the end of the year.
Separate Financial Statements 2021 Cementir Holding NV | 218
OTHER INFORMATION
PROPOSED ALLOCATION OF THE LOSS FOR THE YEAR 2021 OF CEMENTIR HOLDING NV
The Board of Directors proposes that the Shareholders’ Meeting:
• approve the separate financial statements as at and for the year ended 31 December 2021 - including the
statement of financial position, an income statement, a statement of comprehensive income, a statement
of changes in equity, a statement of cash flows and these notes - showing a profit of EUR 5,309,127;
• distribute, as a dividend, an amount of EUR 27,993,600, net of treasury shares, as EUR 0.18 for each
ordinary share, before any applicable withholdings required by law, from:
o earnings for the year for EUR 5,309,127;
o retained earnings for EUR 14,675,860;
o share premium reserve for EUR 8,008,613.
Rome, 9 March 2022
Chairman of the Board of Directors
/f/ Francesco Caltagirone Jr.
Annual Report 2021 Cementir Holding N.V. | 219
Other Information
Pr
ovisions of the Articles of Association relating to profit appropriation
Article 10 of the articles of association states the following regarding profit appropriation:
The articles of association show that the annual profit obtained can be fully or in part be allocated to the
reserves. The remaining profit is at the free disposal of the general meeting.
Independent Auditor’s Report
ATASKAZCTQ5V-998220733-24
PricewaterhouseCoopers Accountants N.V., Thomas R. Malthusstraat 5, 1066 JR Amsterdam, P.O. Box 90357,
1006 BJ Amsterdam, the Netherlands
T: +31 (0) 88 792 00 20, F: +31 (0) 88 792 96 40, www.pwc.nl
‘PwC’ is the brand under which PricewaterhouseCoopers Accountants N.V. (Chamber of Commerce 34180285), PricewaterhouseCoopers Belastingadviseurs N.V.
(Chamber of Commerce 34180284), PricewaterhouseCoopers Advisory N.V. (Chamber of Commerce 34180287), PricewaterhouseCoopers Compliance Services B.V.
(Chamber of Commerce 51414406), PricewaterhouseCoopers Pensions, Actuarial & Insurance Services B.V. (Chamber of Commerce 54226368),
PricewaterhouseCoopers B.V. (Chamber of Commerce 34180289) and other companies operate and provide services. These services are governed by General Terms
and Conditions (‘algemene voorwaarden’), which include provisions regarding our liability. Purchases by these companies are governed by General Terms and Conditions
of Purchase (‘algemene inkoopvoorwaarden’). At www.pwc.nl more detailed information on these companies is available, including these General Terms and Conditions
and the General Terms and Conditions of Purchase, which have also been filed at the Amsterdam Chamber of Commerce.
Independent auditor’s report
Financial Statem ents
31 Decem ber 2021
1 January 2021
Cementir Holding N.V.
Controle
Goedkeurend
31054359A00 1
KVK
Kvk Nummer uit DB ( nog te do en)
Create SBR Extensi on
1.0
To: the general meeting of Cementir Holding N.V.
Report on the financial statements 2021
Our opinion
In our opinion, the financial statements of Cementir Holding N.V. (‘the Company’) give a true and fair
view of the financial position of the Company and the Group (the company together with its
subsidiaries) as at 31 December 2021, and of its result and its cash flows for the year then ended in
accordance with International Financial Reporting Standards as adopted by the European Union
(‘EU-IFRS’) and with Part 9 of Book 2 of the Dutch Civil Code.
What we have audited
We have audited the accompanying financial statements 2021 of Cementir Holding N.V., Amsterdam.
The financial statements include the consolidated financial statements of the Group and the separate
financial statements.
The financial statements comprise:
• the consolidated and separate statement of financial position as at 31 December 2021;
• the following statements for 2021: the consolidated and separate income statement, the
consolidated and separate statements of comprehensive income, changes in equity and cash
flows; and
• the notes, comprising the significant accounting policies and other explanatory information.
The financial reporting framework applied in the preparation of the financial statements is EU-IFRS
and the relevant provisions of Part 9 of Book 2 of the Dutch Civil Code.
The basis for our opinion
We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. We
have further described our responsibilities under those standards in the section ‘Our responsibilities
for the audit of the financial statements’ of our report.
We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis
for our opinion.
Cementir Holding N.V. - ATASKAZCTQ5V-998220733-24
Page 2 of 13
Independence
We are independent of Cementir Holding N.V. in accordance with the European Union Regulation on
specific requirements regarding statutory audit of public-interest entities, the ‘Wet toezicht
accountantsorganisaties’ (Wta, Audit firms supervision act), the ‘Verordening inzake de
onafhankelijkheid van accountants bij assuranceopdrachten’ (ViO, Code of Ethics for Professional
Accountants, a regulation with respect to independence) and other relevant independence regulations
in the Netherlands. Furthermore, we have complied with the ‘Verordening gedrags- en beroepsregels
accountants’ (VGBA, Dutch Code of Ethics).
Our audit approach
We designed our audit procedures with respect to the key audit matters, fraud, going concern, and the
findings resulting thereof in the context of our audit of the financial statements as a whole and our
forming of an opinion thereon. The information we use in support of our opinion, such as our findings
and observations related to individual key audit matters, the audit approach to fraud risks and the
audit approach to going concern, was addressed in this context. We do not provide a separate opinion
or conclusion on these matters.
Overview and context
Cementir Holding N.V. is a multinational company offering innovative building solutions in 70
countries worldwide, is the global leader in white cement and has a diversified business portfolio of
cement, aggregates, concrete and value-added products. The Group is comprised of several
components and therefore we considered our group audit scope and approach as set out in the section
‘The scope of our group audit’. We paid specific attention to the areas of focus driven by the operations
of the Group, as set out below.
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the financial statements. In particular, we considered where the board of directors
made important judgements, for example, in respect of significant accounting estimates that involved
making assumptions and considering future events that are inherently uncertain.
In the notes to the financial statements the Company describes the areas of judgement in applying
accounting policies and the key sources of estimation uncertainty. Given the significant estimation
uncertainty and the related higher inherent risks of material misstatement in the recoverability of
goodwill we considered this matter as a key audit matter as set out in the section ‘Key audit matters’ of
this report.
Other areas of focus, that were not considered as key audit matters were, the impact of COVID-19 on
the business (including government support), as the financial impact of COVID-19 on the result and
the going concern of Cementir was not significant and the level of government support was limited,
fraud, as explained below and climate change.
There is increasing attention for climate change and the impact on companies and their operations, as
well as the impact of companies on their environment. The Company assessed the possible effects of
climate change and its plans to meet the emissionZERO
®
commitments on its financial position. In the
‘Climate change paragraph’ in the director’s report and on page 115 of the consolidated financial
statements, the board of directors reflected on climate-related risk and opportunities.
Cementir Holding N.V. - ATASKAZCTQ5V-998220733-24
Page 3 of 13
It is management’s assessment that the future estimates and judgements underlying the carrying
amounts of assets or liabilities will be influenced by the entity’s response to climate related risks, but
these are not expected to have a material impact. Management also concluded that the direct impact of
climate change on its own operations is considered low. We discussed management’s assessment and
governance thereof and evaluated the potential impact on the financial position including underlying
assumptions and estimates. Please also refer to the key audit matter ‘Recoverability of goodwill’.
We ensured that the audit teams at both group and component level included the appropriate skills
and competences which are needed for this audit. We therefore included experts in the areas of
valuations and specialists in the areas of amongst others IT and corporate income taxes in our team.
The outline of our audit approach was as follows:
Materiality
• Overall materiality: €12,000,000 for the consolidated financial
statements, €4,500,000 for the separate financial statements.
Audit scope
• We conducted audit work in eleven locations organized in four sub-
group components Italy, Denmark, Turkey and Belgium.
• Virtual site visits were conducted to three countries - which involved
all of the sub-group components in scope.
• Audit coverage: 87% of consolidated revenue, 97% of consolidated
total assets and 72% of consolidated profit before tax.
Key audit matters
• Recoverability of goodwill
First-year audit consideration
After our appointment as the Company’s auditors, we developed and executed a comprehensive
transition plan. As part of this transition plan, we carried out a process of understanding of the
strategy of the Group, its business, its internal control environment and IT systems. We analysed
where and how those affected the Company’s and the Group’s financial statements and internal control
framework. Additionally, we read the prior year financial statements and we reviewed the predecessor
auditor’s files and discussed the outcome thereof.
Based on these procedures, we obtained sufficient and appropriate audit evidence regarding the
opening balances. Furthermore, we prepared our risk assessment, our audit strategy and our audit
plan, which we discussed with the audit committee
Materiality
The scope of our audit was influenced by the application of materiality, which is further explained in
the section ‘Our responsibilities for the audit of the financial statements’.
Cementir Holding N.V. - ATASKAZCTQ5V-998220733-24
Page 4 of 13
Based on our professional judgement we determined certain quantitative thresholds for materiality,
including the overall materiality for the financial statements as a whole as set out in the table below.
These, together with qualitative considerations, helped us to determine the nature, timing and extent
of our audit procedures on the individual financial statement line items and disclosures and to
evaluate the effect of identified misstatements, both individually and in aggregate, on the financial
statements as a whole and on our opinion.
Overall group
materiality
€12,000,000 for the consolidated financial statements, €4,500,000 for the
separate financial statements.
Basis for determining
materiality
We used our professional judgement to determine overall materiality. As a basis for
our judgement, we used 0.9% of total revenues. For the separate financial
statements, we used 1% of total assets.
Rationale for
benchmark applied
We used total revenues as the primary benchmark, a generally accepted auditing
practice, based on our analysis of the common information needs of the users of the
consolidated financial statements. On this basis, we believe that total revenues are
an important metric for the financial performance of the Company. Additionally,
revenues appear to be less volatile than other benchmarks.
We consider total assets as the most appropriate benchmark for the separate
financial statements given the primary nature of the parent Company’s activities, as
holding of investments.
Component
materiality
Based on our judgement, we allocate materiality to each component in our audit
scope that is less than our overall group materiality. The range of materiality
allocated across components was between €4.7 million and €11 million.
We also take misstatements and/or possible misstatements into account that, in our judgement, are
material for qualitative reasons.
We agreed with the audit committee that we would report to them any misstatement identified during
our audit above €600,000 for the consolidated financial statements and €450,000 for the separate
financial statements as well as misstatements below that amount that, in our view, warranted
reporting for qualitative reasons.
The scope of our group audit
Cementir Holding N.V. is the parent company of a group of entities. The financial information of this
group is included in the consolidated financial statements of Cementir Holding N.V.
We tailored the scope of our audit to ensure that we, in aggregate, provide sufficient coverage of the
financial statements for us to be able to give an opinion on the financial statements as a whole, taking
into account the management structure of the Group, the nature of operations of its components, the
accounting processes and controls, and the markets in which the components of the Group operate.
In establishing the overall group audit strategy and plan, we determined the type of work required to
be performed at component level by the group engagement team and by each component auditor.
Our audit primarily focussed on the significant components of the Group: (i) Cementir Holding N.V.,
(ii) Aalborg Portland sub-group (Denmark), (iii) Çimentaş sub-group (Turkey), (iv) Compagnie des
Ciments Belges CCB sub-group (Belgium).
Cementir Holding N.V. - ATASKAZCTQ5V-998220733-24
Page 5 of 13
In total, in performing these procedures, we achieved the following coverage on the financial line
items:
Revenue
87%
Total assets
97%
Profit before tax
72%
We have set component materiality levels, which ranged from €4.7 million to €11 million, based on the
mix of size and financial statement risk profile of the components within the group to reduce the
overall aggregation risk to an acceptable level.
None of the remaining components represented more than 2.5% of total group revenue or total group
assets. For those remaining components we performed, among other things, analytical procedures to
corroborate our assessment that there were no significant risks of material misstatements within those
components.
Where component auditors performed the work, we determined the level of involvement we needed to
have in their work to be able to conclude whether we had obtained sufficient and appropriate audit
evidence as a basis for our opinion on the consolidated financial statements as a whole.
We issued instructions to the component audit teams in our audit scope. These instructions included
amongst others our risk analysis, materiality and the scope of the work. We explained to the
component audit teams the structure of the Group, the main developments that were relevant for the
component auditors, the risks identified, the materiality levels to be applied and our global audit
approach. We had individual calls with each of the in-scope component audit teams both during the
year and upon conclusion of their work. During these calls, we discussed the significant accounting
and audit issues identified by the component auditors, their reports, the findings of their procedures
and other matters, that could be of relevance for the consolidated financial statements.
We held conference calls and video conference meetings with the above-mentioned significant
component teams and local management. For each of these locations we reviewed selected working
papers of the respective component auditors. During the meetings with local management, we
discussed strategy and finance performance of the local businesses.
We performed the audit work on the group consolidation, financial statement and disclosures.
By performing the procedures outlined above at the components, combined with additional
procedures exercised at group level, we have been able to obtain sufficient and appropriate audit
evidence on the Group’s financial information, as a whole, to provide a basis for our opinion on the
financial statements.
Audit approach fraud risks
We identified and assessed the risks of material misstatements of the financial statements due to
fraud. During our audit we obtained an understanding of the Group and its environment and the
components of the system of internal control. This includes management’s risk assessment process,
management’s process for responding to the risks of fraud and monitoring the system of internal
control and how the Board of Directors exercises oversight, as well as the outcomes. We refer to
section ‘internal control system for fraud risk management’ of the Director’s Report where the
Board of Directors reflects on its response to fraud risk.
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We evaluated the design and relevant aspects of the system of internal control and in particular the
fraud risk assessment, as well as among others the code of conduct, whistle blower procedures and
incident registration. We evaluated the design and the implementation and, where considered
appropriate, tested the operating effectiveness of internal controls designed to mitigate fraud risks.
We performed enquiries with the board of directors and local management whether they are aware of
any actual or suspected fraud, including incidents noted within the Group through the whistle-blower
process or otherwise.
As part of our process of identifying fraud risks, we evaluated fraud risk factors with respect to
financial reporting fraud, misappropriation of assets and bribery and corruption. We evaluated
whether these factors indicate that a risk of material misstatement due to fraud is present.
We identified the following fraud risks and performed the following specific procedures:
Identified fraud risks
Our audit work and observations
Management override of controls
Management is in a unique position to
perpetrate fraud because of management’s
ability to manipulate accounting records and
prepare fraudulent financial statements by
overriding controls that otherwise appear to be
operating effectively.
That is why, in all our audits, we pay attention
to the risk of management override of controls
in:
• The appropriateness of journal entries
and other adjustments made in the
preparation of the financial statements;
• Estimates;
• Significant transactions, if any, outside
the normal course of business for the
entity.
We pay particular attention to tendencies due
to possible interests of management.
We evaluated the design and implementation of
the internal control measures and assessed the
effectiveness of the measures in the processes of
generating and processing journal entries and
making estimates. We also paid specific attention
to the access safeguards in the IT system and the
possibility that these lead to violations of the
segregation of duties.
We performed data analysis on high-risk journal
entries as part of which we also paid attention to
significant transactions outside the normal course
of business. Where we identified instances of
unexpected journal entries through our data
analytics, we performed additional audit
procedures to address each identified risk.
These procedures included reconciliation with
and inspection of transactions to source
information.
We paid specific attention to consolidation and
elimination entries which included reconciliation
with and inspection of underlying information.
We evaluated key estimates and judgements for
bias by management, including retrospective
reviews of prior year’s estimates. In this context
we paid specific attention to the recoverable
amount of the goodwill. We refer to the paragraph
key audit matter for detailed procedures.
Our audit procedures did not lead to specific
indications of fraud or suspicions of fraud with
respect to management override of internal
controls.
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Identified fraud risks
Our audit work and observations
The risk of fraudulent financial
reporting due to overstating revenue
The risk of fraud in revenue recognition is a
presumed significant risk in all our audits.
Revenue is an important measure for the
company due to growth targets. These specific
targets could lead to pressure on management
in terms of overstating revenue.
Therefore, we concluded that the risk of fraud
in revenue recognition relates to the assertion’s
existence/occurrence and cut-off.
We assessed the design and implementation of the
internal control measures and the effectiveness of
these measures in the processes for recording
revenues.
We performed substantive procedures such as
reconciliation with and inspection of revenue to
underlying documentation. We performed specific
audit procedures at the end of the year related to
cut-off procedures to identify potential shifts in
revenue in the next financial year to the revenue
reported in the current financial year.
Finally, we selected journal entries based on
specific risk criteria and performed substantive
audit procedures for these entries.
Our audit procedures did not lead to specific
indications of fraud or suspicions of fraud with
respect to the existence/occurrence and cut off of
the revenue reporting.
We incorporated elements of unpredictability in our audit. We reviewed lawyer’s letters. During the
audit we remained alert to indications of fraud. We also considered the outcome of our other audit
procedures and evaluated whether any findings were indicative of fraud or non-compliance. Whenever
we identified any indications of fraud, we re-evaluated our fraud risk assessment and its impact on our
audit procedures.
Audit approach going concern
The board of directors prepared the financial statements based on the assumption that the Company is
a going concern and that it will continue its operations for the foreseeable future
Our procedures to evaluate management’s going concern assessment include, amongst others:
• Considering whether management’s going concern assessment includes all relevant information
of which we are aware as a result of our audit, inquiry with management regarding
management’s most important assumptions underlying their going concern assessment and
considering whether management has identified any events or conditions that may cast a
significant doubt on the Company’s ability to continue as a going concern (hereafter: going
concern risks).
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These most important considerations include compliance with debt covenants and recovery
from the Covid-19 pandemic, analysing the financial position per balance sheet date compared
to prior year as well as the liquidity scenarios, financial stress tests and sensitivity analysis,
including the assessment of the debt/EBITDA ratio’s for the financing facilities of the company,
to assess whether events or circumstances exist that may lead to a going concern risk;
• Evaluating management’s current operating plan for 2022 to 2024 including cash flows in
comparison with last year, current developments in the industry and all relevant information of
which we are aware as a result of our audit;
• Perform inquiries with management as to their knowledge of going concern risks beyond the
period of management’s going concern assessment.
Our procedures did not result in outcomes contrary to management’s assumptions and judgments
used in the application of the going concern assumption.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
the audit of the financial statements. We have communicated the key audit matters to the audit
comittee. The key audit matters are not a comprehensive reflection of all matters identified by our
audit and that we discussed. In this section, we described the key audit matters and included a
summary of the audit procedures we performed on those matters.
We addressed the key audit matters in the context of our audit of the financial statements as a whole,
and in forming our opinion thereon. We do not provide separate opinions on these matters or on
specific elements of the financial statements. Any comment or observation we made on the results of
our procedures should be read in this context. We did not identify any key audit matters for the audit
of the separate financial statements
Key audit matter
Our audit work and observations
Recoverability of goodwill
Refer to note 2 of the consolidated financial
statements: Intangible assets with an indefinite useful
life (goodwill)’
The carrying value of goodwill as at December
2021 is €317,111 thousand.
The Company conducts an annual goodwill
impairment test as at the year-end or when
circumstances indicate that the carrying value of
goodwill may be impaired. Based on the annual
goodwill impairment test in the current year, no
impairment charge was recorded.
The annual evaluation of the recoverability of this
intangible asset is linked to the occurrence of the
assumptions underlying the group plans.
In the context of the annual goodwill impairment
test, we have performed procedures, with the help
of our valuation specialists. Our audit procedures
included, amongst others:
We gained an understanding and assessed the
procedures adopted by management in order to
verify the compliance with the requirements of
‘IAS 36 – Impairment of Assets’ adopted by the
European Union.
We verified the reasonableness of the directors’
assumptions used to estimate the expected cash
flows and we verified the mathematical accuracy
of the calculations prepared by management.
In order to assess the directors’ forecast capacity,
we have performed retrospective review
procedures.
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Key audit matter
Our audit work and observations
This evaluation requires management to make
complex estimates, especially with reference to
the expected cash flows, the discount rate applied
and the determination of the growth rate to use to
estimate the terminal value of each group of cash-
generating units (groups of CGUs) to which
goodwill has been allocated.
Management assessed the potential impact of
climate-related risks on future expected cashflows
to invest in reduction of CO2 emissions. This is
not expected to have a material impact on the
impairment assessment.
We identified the evaluation of the recoverable
amount of goodwill as a key audit matter due to
significant estimates and assumptions about
discount rates, profitability as well as growth
rates.
We also verified the consistency of the cash
generating units identified (groups of CGUs and
CGUs), to which goodwill was allocated compared
with the previous year and their alignment with
the organizational, management and operating
structure of the Group. Additionally, we verified
the consistency between assets and liabilities
attributable to individual CGUs, including
allocated goodwill, and the cash flows used for
determining the related recoverable amount.
We analysed the assumptions applied in the
determination of the discount rate (WACC) used
for the impairment test and we performed an
independent recalculation using the parameters
applicable to the Group.
We then examined the sensitivity analyses
performed by management in respect of the
impact from possible changes in estimated cash
flows, in the long-term growth rate and in the
discount rate used, on the recoverability of
goodwill.
We assessed any indications of management bias
in determining the significant assumptions.
Finally, we verified the adequacy and
completeness of the disclosures regarding
assumptions, sensitivities and headroom in the
explanatory notes.
Report on the other information included in the annual report
The annual report contains other information. This includes all information in the annual report in
addition to the financial statements and our auditor’s report thereon.
Based on the procedures performed as set out below, we conclude that the other information:
• is consistent with the financial statements and does not contain material misstatements;
• contains all the information regarding the directors’ report and the other information that is
required by Part 9 of Book 2 and regarding the remuneration report required by the sections
2:135b and 2:145 subsection 2 of the Dutch Civil Code.
We have read the other information. Based on our knowledge and the understanding obtained in our
audit of the financial statements or otherwise, we have considered whether the other information
contains material misstatements.
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By performing our procedures, we comply with the requirements of Part 9 of Book 2 and section
2:135b subsection 7 of the Dutch Civil Code and the Dutch Standard 720. The scope of such procedures
was substantially less than the scope of those procedures performed in our audit of the financial
statements.
The board of directors is responsible for the preparation of the other information, including the
directors’ report and the other information in accordance with Part 9 of Book 2 of the
Dutch Civil Code. The board of directors are responsible for ensuring that the remuneration report is
drawn up and published in accordance with sections 2:135b and 2:145 subsection 2 of the
Dutch Civil Code.
Report on other legal and regulatory requirements and ESEF
Our appointment
We were appointed as auditors for 2021 of Cementir Holding N.V. This followed the passing of a
resolution by the shareholders at the annual general meeting held on 20 April 2020.
European Single Electronic Format (ESEF)
Cementir Holding N.V. has prepared the financial statements, including the financial statements, in
ESEF. The requirements for this format are set out in the Commission Delegated Regulation (EU)
2019/815 with regard to regulatory technical standards on the specification of a single electronic
reporting format (these requirements are hereinafter referred to as: the RTS on ESEF).
In our opinion, the financial statements prepared in XHTML format, including the partially tagged
consolidated financial statements as included in the reporting package by Cementir Holding N.V., has
been prepared in all material respects in accordance with the RTS on ESEF.
The board of directors is responsible for preparing the financial statements, including the financial
statements, in accordance with the RTS on ESEF, whereby the board of directors combines the various
components into a single reporting package. Our responsibility is to obtain reasonable assurance for
our opinion whether the financial statements in this reporting package, is in accordance with the RTS
on ESEF.
Our procedures, taking into account Alert 43 of the NBA (Royal Netherlands Institute of Chartered
Accountants), included amongst others:
• Obtaining an understanding of the entity’s financial reporting process, including the preparation
of the reporting package.
• Obtaining the reporting package and performing validations to determine whether the reporting
package, containing the Inline XBRL instance document and the XBRL extension taxonomy
files, has been prepared, in all material respects, in accordance with the technical specifications
as included in the RTS on ESEF.
• Examining the information related to the consolidated financial statements in the reporting
package to determine whether all required taggings have been applied and whether these are in
accordance with the RTS on ESEF.
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No prohibited non-audit services
To the best of our knowledge and belief, we have not provided prohibited non-audit services as
referred to in article 5(1) of the European Regulation on specific requirements regarding statutory
audit of public-interest entities.
Services rendered
The services, in addition to the audit, that we have provided to the Company or its controlled entities,
for the period to which our statutory audit relates, are disclosed in note 37 of the consolidated financial
statements and note 32 of to the separate financial statements.
Responsibilities for the financial statements and the audit
Responsibilities of the board of directors
The board of directors is responsible for:
• the preparation and fair presentation of the financial statements in accordance with EU-IFRS
and Part 9 of Book 2 of the Dutch Civil Code; and for
• such internal control as the board of directors determines is necessary to enable the preparation
of the financial statements that are free from material misstatement, whether due to fraud or
error.
As part of the preparation of the financial statements, the board of directors is responsible for
assessing the Company’s ability to continue as a going concern. Based on the financial reporting
frameworks mentioned, the board of directors should prepare the financial statements using the
going-concern basis of accounting unless the board of directors either intends to liquidate the
Company or to cease operations or has no realistic alternative but to do so. The board of directors
should disclose in the financial statements any event and circumstances that may cast significant
doubt on the Company’s ability to continue as a going concern.
Our responsibilities for the audit of the financial statements
Our responsibility is to plan and perform an audit engagement in a manner that allows us to obtain
sufficient and appropriate audit evidence to provide a basis for our opinion. Our objectives are to
obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high but not absolute level of assurance, which makes it possible that we
may not detect all material misstatements. Misstatements may arise due to fraud or error. They are
considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of the financial statements.
Materiality affects the nature, timing and extent of our audit procedures and the evaluation of the
effect of identified misstatements on our opinion.
A more detailed description of our responsibilities is set out in the appendix to our report.
Amsterdam, 10 March 2022
PricewaterhouseCoopers Accountants N.V.
/PwC_Partner _Signature/
Original has been signed by A.G.J. Gerritsen RA
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Appendix to our auditor’s report on the financial statements
2021 of Cementir Holding N.V.
In addition to what is included in our auditor’s report, we have further set out in this appendix our
responsibilities for the audit of the financial statements and explained what an audit involves.
The auditor’s responsibilities for the audit of the financial statements
We have exercised professional judgement and have maintained professional scepticism throughout
the audit in accordance with Dutch Standards on Auditing, ethical requirements and independence
requirements. Our audit consisted, among other things of the following:
• Identifying and assessing the risks of material misstatement of the financial statements, whether
due to fraud or error, designing and performing audit procedures responsive to those risks, and
obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the intentional override of internal control.
• Obtaining an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control.
• Evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the board of directors.
• Concluding on the appropriateness of the board of directors’ use of the going-concern basis of
accounting, and based on the audit evidence obtained, concluding whether a material
uncertainty exists related to events and/or conditions that may cast significant doubt on the
Company’s ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report
and are made in the context of our opinion on the financial statements as a whole. However,
future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluating the overall presentation, structure and content of the financial statements, including
the disclosures, and evaluating whether the financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
Considering our ultimate responsibility for the opinion on the consolidated financial statements, we
are responsible for the direction, supervision and performance of the group audit. In this context, we
have determined the nature and extent of the audit procedures for components of the Group to ensure
that we performed enough work to be able to give an opinion on the financial statements as a whole.
Determining factors are the geographic structure of the Group, the significance and/or risk profile of
group entities or activities, the accounting processes and controls, and the industry in which the Group
operates. On this basis, we selected group entities for which an audit or review of financial information
or specific balances was considered necessary.
We communicate with the board of directors regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.
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In this respect, we also issue an additional report to the audit committee in accordance with article 11
of the EU Regulation on specific requirements regarding statutory audit of public-interest entities.
The information included in this additional report is consistent with our audit opinion in this auditor’s
report.
We provide the board of directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
actions taken to eliminate threats or safeguards applied.
From the matters communicated with the board of directors, we determine those matters that were of
most significance in the audit of the financial statements of the current period and are therefore the
key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes
public disclosure about the matter or when, in extremely rare circumstances, not communicating the
matter is in the public interest.
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