consolidated financial statement 2011

Transcription

2011
Consolidated Financial Statements
2011
Zignago Vetro SpA
Registered office: Fossalta di Portogruaro (VE), Via Ita Marzotto n. 8
Share Capital Euro 8,000,000 fully paid-in
Tax Number and Venice Companies Register No.: 00717800247
www.zignagovetro.com
1
Contents
Structure of the Zignago Vetro Group
pag.
3
Corporate Boards
pag.
5
Directors’ Report on the 2011 Consolidated & Separate Financial Statements:
-
The Zignago Vetro Group
pag.
8
-
Significant events after December 31, 2011
pag.
26
-
Outlook
pag.
26
-
The Company
pag.
27
-
The Consolidated Subsidiaries
pag.
32
Proposals to the Shareholders’ Meeting
pag.
50
Notice of the Ordinary and Extraordinary Shareholders’ Meeting
pag.
51
Summary of Shareholders’ Meeting resolutions
pag.
54
Consolidated Financial Statements:
-
Balance sheet
pag.
58
-
Income Statement
pag.
59
-
Comprehensive Income Statement
pag.
59
-
Cash flow statement
pag.
60
-
Statement of changes in shareholders’ equity
pag.
61
Notes to the Consolidated Financial Statements:
pag.
64
Declaration of the Consol. Fin. Stats. as per art. 154-bis of Leg. Decree 58/98
pag.
120
Independent Auditors’ Report
pag.
122
2011 Corporate Governance and Ownership Structure Report
of Zignago Vetro SpA
pag.
126
2
STRUCTURE OF THE ZIGNAGO VETRO GROUP
AT MARCH 14, 2012
ACTIVITIES AND SHAREHOLDINGS
ZIGNAGO VETRO SpA
PRODUCTION AND SALE OF HOLLOW
GLASS CONTAINERS
100%
100%
VERRERIES BROSSE
SAS
PRODUCTION AND SALE OF
GLASS BOTTLES FOR
LUXURY FRAGRANCES
50%
VETRI SPECIALI SpA
PRODUCTION AND SALES OF
SPECIALITY HOLLOW
GLASS CONTAINERS
99.1%(*)
79%
HUTA SZKŁA
CZECHY S.A.
PRODUCTION AND SALE OF
HOLLOW
GLASS CONTAINERS
30%
100%
BROSSE USA Inc.
VETRECO Srl
DISTRIBUTION OF GLASS
BOTTLES FOR LUXURY
FRAGRANCES
TREATMENT AND SALE OF
RECYCLED GLASS
(*) At December 31, 2011: 78.98%
3
CORPORATE BOARDS
Board of Directors
in office for the three-year period 2010 - 2012
Board of Statutory Auditors
in office for the three-year period 2010 - 2012
chairman
standing members
Mr. Franco Grisan
Paolo Nicolai - Chairman
vice chairman
Nicolò Marzotto
Carlo Pesce
Andrea Felice Dalla Vecchia
CEO
alternate members
Paolo Giacobbo (*)
Alessandro Bentsik
Stefano Meneghini
directors
Lino Benassi
Ferdinando Businaro
Alberto Faggion
Gaetano Marzotto
Luca Marzotto
Stefano Marzotto
Maurizio Sobrero
Giovanni Tamburi
(*) appointed on April 28, 2011.
Internal Control Committee
Management
Maurizio Sobrero
deputy general manager and technical director
Ovidio Dri
Ferdinando Businaro
Luca Marzotto
chief financial officer
and investor relations manager
Remuneration Committee
Roberto Celot
Stefano Marzotto
sales & marketing director
Lino Benassi
Giovanni Tamburi
Maurizio Guseo
chief development director
Lead Independent Director
Roberto Moretto
Lino Benassi
Independent Audit Firm
for the period 2007 - 2015
Reconta Ernst & Young SpA
5
Directors’ Report
on the 2011 Consolidated and Separate Financial
Statements
7
Directors’ Report on the Consolidated and Separate Financial Statements
THE ZIGNAGO VETRO GROUP
The Zignago Vetro Group operates in the production and marketing of high quality hollow glass
containers prevalently for the Food and Beverage, Cosmetics and Perfumery and “Specialty Glass”
sectors (highly customised glass containers in small batches, typically used for wine, liquors and
oils).
The Group operates in the market with a business-to-business model, supplying containers to its
clients, which are then used in their respective industrial activities. Specifically, in the Italian
market, the Group is one of the leading producers and distributors of glass containers for the food
and beverage sector, while at international level it has a strong market share in the cosmetics and
perfumery and specialty glass sectors.
* * * * *
The Consolidated Financial Statements at December 31, 2011 and 2010 were prepared in
accordance with International Financial Reporting Standards (IFRS) adopted by the European
Union at the date of the preparation of the present document.
The Explanatory Notes include all the disclosures required by current regulations and accounting
standards, appropriately reported with reference to the financial statements.
In accordance with the provisions of Legislative Decree No. 32 of February 2, 2007, which
enacted European Directive EU/2003/51 into Italian legislation, the Company avails of the option
to prepare the Directors’ Report on Operations of the Parent Company Zignago Vetro SpA and the
Consolidated Directors’ Report in one single document, included within the consolidated Financial
Statements.
Therefore, the present consolidated Directors’ Report also contains the disclosures pursuant to
article 2428 of the Civil Code, with reference to the separate Financial Statements of Zignago
Vetro SpA.
The Zignago Vetro Group operates through four Business Units, each being a separate legal entity.
Given this, information concerning operating performance in the various business segments and
geographical areas (segment reporting) is included in the illustration of the financial reporting data
for each company and is an integral part of the directors’ report on operations.
8
The consolidation scope of the Zignago Vetro Group at December 31, 2011 changed compared to
December 31, 2010 following the consolidation of Huta Szkła “Czechy” S.A. (HSC SA), acquired
in the year by Zignago Vetro SpA and the deconsolidation, following liquidation, of Vetri Speciali
Inc. (USA) and Vetri Speciali Iberica S.L., companies wholly-owned by Vetri Speciali SpA.
The Companies included in the Consolidated Financial Statements at December 31, 2011 are
therefore:
-
Zignago Vetro SpA (parent company)
-
under the 100% line-by-line method:
- Verreries Brosse SAS and its subsidiary:
- Brosse USA Inc.
- Huta Szkła “Czechy” S.A. – HSC SA (with accounting effects as of March 3, 2011, date
of control. Reference should be made to the comments).
-
under the proportional line-by-line method for the shareholdings:
- Vetri Speciali SpA
- Vetreco Srl.
The consolidation and accounting principles and the percentage holdings held by Zignago Vetro
S.p.A. are illustrated from page 64.
Pursuant to CONSOB communication DEM 6064293 of July 28, 2006 and CESR
recommendation 05/178-b on alternative performance indicators, we provide the following
information:
-
the net financial debt is defined by the Company as the sum of short-term financial payables,
cash and cash equivalents and medium-long term financial payables. This net figure is the
same as the net financial position as per CONSOB communication No. DEM/6064293 of July
28, 2006;
-
for the purposes of monitoring its business, the Company, in addition to the normal
performance measures established by IAS/IFRS, also considers other performance indicators
useful that, although not specifically established by the aforementioned standards, are
particularly important. Specifically, we have introduced the following indicators:
-
Value of production: the Company defines this as the arithmetical sum of revenues and
the change in finished product, semi-finished product, and work-in-progress inventories
and the internal production of fixed assets;
9
-
Value added: the Company defines this as the difference between value of production and
raw materials consumed (purchase costs plus or minus the change in raw materials
inventories and costs for outside services);
-
EBITDA: the Company defines this as the difference between value added and payroll &
employee benefit costs, including those of temporary workers;
-
EBIT: the Company defines this as the difference between Ebitda and depreciation &
amortisation of tangible assets plus provisions & write-downs, including allowance for
bad debts;
-
Operating profit: this performance measure is also contained in IFRS and is defined as the
difference between EBIT and the net balance of non-recurrent costs and income. We
point out that this latter item includes incidental income and costs, capital gains and
losses on asset disposals, insurance indemnities, grants, and other minor positive and
negative items;
-
Free cash flow: the Company defines this as the sum of the operating cash flow generated
from self financing and cash flow deriving from investment operations.
The figures reported in the Directors’ Report and in the tables of the Notes to the financial
statements are expressed to facilitate analysis in thousands of Euro and in millions of Euro in the
comments to the Directors’ Report.
Audit
The financial statements of Zignago Vetro S.p.A. are audited by RECONTA ERNST & YOUNG
SpA for the period 2007-2015 pursuant to articles 14 and 16 of Legislative Decree No. 39 of
27.01.2010.
10
Key events in 2011
Equity Investments.
On March 3, 2011 Zignago Vetro SpA purchased 78.98% of the shares of Huta Szkła “Czechy”
S.A. (HSC SA), a Polish company with headquarters and production facilities in Trabki in the
Masovia region and close to Varsavia for consideration of Euro 7,594,000. The operation,
facilitated by a bank loan, however does not change the low credit exposure of the Zignago Vetro
Group.
HSC is a company with great potential, operating in the niche market of glass bottles for cosmetics
and perfumes globally and also on the food and beverages container market. The company is
located in a strategic geographic position, serving the development potential of the Polish market
and also with proximity to the traditional European Union markets and the strongly developing
Eastern European market.
On August 5, 2011, Zignago Vetro SpA acquired a further 13% holding in La Vecchia Scarl, a
Group company which undertakes primary water treatment and waste water filtration at the
“Zignago” industrial base in Fossalta di Portogruaro. The acquisition, for consideration of Euro
186,000, excluding notary expenses, results from a reappraisal of the consortium services provided
following the discontinuation of the linen activity and the simultaneous request for such services
from Zignago Power Srl, a Group company which has constructed a biomass electricity plant.
With the signing of the notary deed, Zignago Vetro SpA’s holding in La Vecchia Scarl increased
to 25%.
On July 21, 2010 Zignago Vetro SpA incorporated, in a joint venture with Ardagh Group Italy Srl
and Saint Gobain Vetri SpA, Vetreco Srl with registered office in Latina, with a corporate mission
to recycle “raw” glass through separated collection by the Municipalities of Centre-South Italy
into a raw material (cullet) ready for use by glassmakers.
Zignago Vetro SpA’s share amounts to 30%, with Ardagh Group Italy holding 30% and Saint
Gobain Vetri 40%. The operation was approved by the Anti-trust Authority.
The production site will be located in Central Italy. The size of the plant and the advanced
technology used will ensure the production of a competitively-priced and high-quality finished
material and the separation of raw glass by colour - broadening the recycling possibilities.
The Company is currently in the start-up phase. During the year, the Company was recapitalised to
serve future investment with a pro-quota payment by Zignago Vetro SpA of Euro 570,000.
11
Investment property
On December 5, 2011, Zignago Vetro SpA acquired part of the industrial complex at Fossalta di
Portogruaro neighbouring the company’s own glass factory, available following the
discontinuation of the linen sector activities. These buildings, part of which immediately available
for use without significant modifications, provide significant amounts of space, in particular for
the storage of raw materials, goods and finished products for shipping.
The consideration, based on an expert’s evaluation, net of taxes and notary fees, was Euro
2,770,000 of which 1,442,000 land and 1,328,000 industrial buildings.
Dividends distributed.
The Shareholders’ Meeting of Zignago Vetro SpA on April 28, 2011 approved the distribution of a
dividend of Euro 0.3 per share, totalling Euro 23.6 million, with payment date of May 12, 2011.
Treasury shares.
On April 28, 2011 the Shareholders’ Meeting revoked, for the part not executed, the resolution
granted in favour of the Board of Directors’ to purchase and utilise treasury shares as approved by
the Shareholders’ Meeting of April 29, 2010 and authorised the Board of Directors to purchase
and sell treasury shares for a maximum number of 8 million ordinary shares, within a limit of 10%
of the share capital. The authorisation was granted for a period of 18 months commencing from
April 28, 2011. The minimum purchase price shall not be less than 20% and the maximum price
not more than 20% of the share price registered on the trading day prior to each operation; the
disposal price shall not be 20% higher or lower than the share price registered on the trading day
prior to each operation.
Within the share buyback programme reported above, at December 31, 2011, 1,292,140 treasury
shares had been acquired, corresponding to 1.615% of the share capital, for a payment of Euro 5
million. In 2011, no treasury shares were purchased.
12
Operating performance
Glass container demand in 2011 was strong, driven by a recovery across all markets in which the
Business Units operate.
The Food and Beverages market in 2011 consolidated the sales recovery of the previous year. In
Italy, demand was driven particularly by the strong recovery of finished product exports.
The global Perfume market continued to grow, in particular in Asia and South America. The
Cosmetic sector also recorded growth, led by a strong fashion sector.
Consolidated revenues for 2011 increased by 10% on 2010 from Euro 264.9 million to Euro
291.2 million.
Materials and external services in 2011, including changes in inventories and internal production
of fixed assets, amounted to Euro 151 million compared to Euro 139 million in the previous year
(+8.6%). These costs decreased as a percentage of revenues from 52.5% to 51.8%.
Labour costs increased by 15% in 2011, principally due to the increase in the workforce and wage
costs. These costs amount to Euro 63.4 million, compared to Euro 55.1 million in 2010, and
account for 21.8% of revenues compared to 20.8% in 2010. Labour costs include the actuarial
valuation of post-employment benefits in addition to temporary staff.
Ebitda in 2011 amounted to Euro 76.9 million compared to Euro 70.7 million in 2010 (+8.7%),
corresponding to 26.4% and 26.7% of revenues respectively.
The Ebit in the year was Euro 52.2 million compared to Euro 47.7 million in the previous year
(+9.5%). The Ebit margin was 17.9% compared to 18% in 2010.
13
The operating profit in 2011 of Euro 55.1 million was 12.5% higher than the previous year (Euro
49 million). The margin increased from 18.5% to 18.9%.
The consolidated net profit, net of the minority share, in the year was Euro 34.9 million, an
increase of 3.2% compared to Euro 33.8 million in 2010. The revenue margin was 12% compared
to 12.8% in the previous year. The tax rate increased from 29.1% to 33.6%; however excluding the
benefit from the application of Law No.102/2009 “tax-exempt investments” for Euro 2.1 million,
the tax-rate in 2010 would have been 33.5%.
The cash flow generated from net profit and depreciation/amortisation increased from Euro 56.2
million in 2010 to Euro 59.1 million in 2011 (+5%) and represents 20.3% of revenues (21.2% in
2010).
14
The key data of the Group reclassified consolidated income statement for 2011 and 2010 are
shown below:
2011
Net revenues
Changes in finished, semi-finished and products
in work in progress
Internal production of fixed assets
Value of production
Cost of goods and services
Value added
Labour costs
Ebitda
Amortisation & depreciation
Provisions
Ebit
Net recurring non-operating income
Operating profit
Net financial charges
Net exchange differences
Profit before taxes
Corporate income tax and regional tax
(tax-rate 2011: 33.6%)
(tax-rate 2010: 29.1%)
Profit before minority interests
Profit attributable to minority interests
Group net profit
2010
Change
Euro thousand
%
Euro thousand
%
%
291,227
100.0%
264,858
100.0%
10.0%
3,534
1.2%
(4,399)
(1.7%)
n.s.
498
0.2%
165
0.1%
n.s.
295,259
101.4%
260,624
98.4%
13.3%
(155,036)
(53.2%)
(134,803)
(50.9%)
15.0%
140,223
48.2%
125,821
47.5%
11.4%
(63,360)
(21.8%)
(55,084)
(20.8%)
15.0%
76,863
26.4%
70,737
26.7%
8.7%
(24,200)
(8.3%)
(22,465)
(8.5%)
7.7%
(463)
(0.2%)
(606)
(0.2%)
(23.6%)
52,200
17.9%
47,666
18.0%
9.5%
2,906
1.0%
1,311
0.5%
121.7%
55,106
18.9%
48,977
18.5%
12.5%
(1,782)
(0.6%)
(1,318)
(0.5%)
35.2%
(499)
(0.2%)
(2)
---
n.s.
52,825
18.1%
47,657
18.0%
10.8%
(17,780)
(6.1%)
(13,877)
(5.2%)
28.1%
35,045
12.0%
33,780
12.8%
3.7%
(169)
---
---
---
n..s.
34,876
12.0%
33,780
12.8%
3.2%
The breakdown of the consolidated revenues for 2011 and 2010 are shown below:
2011
2010
170,674
166,565
2.5%
Verreries Brosse SAS and its subsidiary
43,828
37,601
16.6%
Vetri Speciali SpA and its subsidiaries
67,644
63,438
6.6%
(Euro thousands)
Zignago Vetro SpA
Huta Szkła “Czechy” S.A.
Total aggregate
Elimination of intergroup sales
Total consolidated
Change %
12,698
---
n.s.
294,844
267,604
10.2%
(3,617)
(2,746)
31.7%
291,227
264,858
10.0%
15
Group revenues outside Italy amounted to Euro 100.5 million, compared to Euro 84.2 million in
2010 (+19.3%) and account for 34.5 % of total revenues (2010: 31.8%). In detail:
2011
2010
Zignago Vetro SpA
34,632
30,728
12.7%
39,829
36,634
8.7%
17,212
16,858
2.1%
8,831
---
n.s.
100,504
84,220
19.3%
(Euro thousands)
Huta Szkła “Czechy” S.A.
Total
Change %
Breakdown of foreign sales:
2011
2010
E.U.
83,065
62,338
33.2%
Other countries
17,439
21,882
(20.3%)
100,504
84,220
19.3%
(Euro thousands)
Total
Change %
The net profit in 2011 and 2010 is composed of:
Change %
2011
2010
29,102
27,305
6.6%
135
1,021
n.s.
13,659
11,780
16.0%
804
---
n.s.
(4)
---
n.s.
Total aggregate
43,696
40,106
9.0%
Consolidation adjustments
(8,651)
(6,326)
36.8%
(Euro thousands)
Zignago Vetro SpA
Huta Szkla "Czechy" SA
Vetreco Srl
Allocation of minority interest profit
Group net profit
16
(169)
---
n.s.
34,876
33,780
3.2%
Directors’Report on the Consolidated and Separate Financial Statements
Balance sheet and financial position
The reclassified balance sheet and financial position of the Zignago Vetro Group at December
31, 2011 and 2010 are summarised below:
31.12.2011
Euro thousand
Trade receivables
Other receivables
31.12.2010
% Euro thousand
63,278
Change
% Euro thousand
57,216
6,062
4,150
3,883
267
53,423
45,829
7,594
(64,215)
(55,118)
(9,097)
Payables on fixed assets
(6,286)
(9,506)
3,220
A) Working capital
50,350
Inventories
Current non-financial payables
Net tangible and intangible assets
25.6%
42,304
23.0%
8,046
116,102
111,505
4,597
40,657
39,967
690
2,981
2,747
234
Non-current provisions and non-financial payables
(13,533)
(12,991)
(542)
B) Net fixed capital
146,207
74.4%
141,228
77.0%
4,979
A+B= Net capital employed
196,557
100.0%
183,532
100.0%
13,025
Goodwill
Investments and other non-current assets
Financed by:
Current financial payables
96,284
Cash and cash equivalents
(46,459)
93,798
2,486
(46,083)
(376)
Short-term net debt
49,825
25.3%
47,715
26.0%
2,110
Medium/long term debt
25,630
13.0%
27,766
15.1%
(2,136)
C) Net financial debt
75,455
38.4%
75,481
41.1%
(26)
2,786
1.4%
---
0.0%
2,786
D) Minority interest equity
Opening Shareholders' equity
108,051
93,363
Dividends paid in the year
(23,612)
(19,126)
(999)
34
34,876
33,780
Other shareholders' equity changes
Group net profit
E) Closing shareholders' equity
C+D + E = Total Financial Debt and Shareholders'
Equity
118,316
60.2%
108,051
58.9%
10,265
196,557
100.0%
183,532
100.0%
13,025
Working capital, taking into account HSC SA, increased by 19% on December 31, 2010. Trade
receivables increased by Euro 6.1 million (+10.6%), due to higher revenues (+10%) and greater
sales towards the end of the year, in addition to higher inventories of Euro 7.6 million (+16.6%)
related to the sales in the period. Short-term non financial payables increased by Euro 9.1 million
and payables to fixed asset suppliers decreased by Euro 3.2 million for payments in the year
related to investments carried out in the previous year.
17
Net fixed capital, considering also HSC SA, increased from Euro 141.2 million at December 31,
2010 to Euro 146.2 million at December 31, 2011 (Euro 5 million; +3.5%).
Group capital expenditure in 2011 totalled Euro 27.1 million (Euro 40.9 million in 2010;
-34.2%).
They principally relate to:
-
Zignago Vetro SpA, for Euro 15.8 million (Euro 31.4 million in 2010), principally for the
acquisition of industrial buildings for warehousing, as well as the renewal of plant, machinery
and equipment and the purchase of moulds and pallets;
-
Verreries Brosse SAS for Euro 6.4 million (Euro 4.1 million in 2010), principally for a new
automated production line and new industrial equipment, including moulds;
-
Vetri Speciali SpA, for its share, of Euro 3.7 million (Euro 5.3 million in 2010) principally
related to the purchase of a warehouse for the Ormelle factory, the construction of a
warehouse at San Vito al Tagliamento and the expansion of the warehouse for storage at the
Pergine factory, in addition to the purchase of new moulds;
-
Huta Szkła “Czechy” SA for Euro 1.1 million for the replacement, protection and security of
plant;
-
Vetreco Srl, for its share, of Euro 0.1 million for design expenses relating to the new factory.
Consolidated shareholders’ equity amounted to Euro 118.3 million (at December 31, 2010: Euro
108.1 million; + 9.5%). The increase of Euro 10.3 million relates to the consolidated net profit in
the year (Euro 34.9 million) greater than the amount of dividends distributed (Euro 23.6 million)
and other decreases deriving principally from the translation reserve.
18
The net financial position, also considering HSC SA, at December 31, 2011, following the
above-mentioned movements, reports a net debt of Euro 75.5 million, substantially unchanged
compared to December 31, 2010.
The cash flow movements in the consolidated net financial position at December 31, 2011
compared to December 31, 2010 were as follows:
(Euro thousands)
Net financial debt at January 1
31.12.2011
31.12.2010
(75,481)
(82,761)
34,876
33,780
Self-financing:
- Group net profit for the year
- utile
minority
dell'esercizio
interest profit
di terzi
for the year
- amortisation & depreciation
- net change in provisions
- losses on sale of property, plant and equipment
(Increase)/ decrease in working capital
Net investments in property, plant and equipment
Net intangible asset investments
Decrease of other medium/long term assets
Book value of property, plant and equipment sold
Free cash flow
Acquisition of the holding in HSC SA net of the company financial
position
Distribution of dividends
169
---
24,200
22,465
419
(970)
141
311
59,805
55,586
(4,958)
6,768
(27,056)
(40,893)
(258)
(284)
158
280
4,792
4,915
(27,322)
(29,214)
32,483
26,372
---
(7,537)
---
(23,612)
(19,126)
(1,308)
34
(32,457)
(19,092)
26
7,280
(75,455)
(75,481)
Effect on net equity of currency conversion of
financial statements of foreign companies
Decrease of net debt
Net financial debt at December 31
19
The principal operating and financial ratios taken from the consolidated Financial Statements
for the year ended December 31, 2011 and 2010 are summarised in the table below:
Operating Indicators
2011
2010
30.81%
33.54%
27.47%
26.51%
17.92%
18.00%
ROE
Net profit for the year/average Shareholders' Equity for the year
ROI
Operating Margin (Ebit)/Average capital employed for the year
ROS
Operating Margin (Ebit)/Revenues
Rotation of Capital Employed
1.53
1.47
Net Financial charges
(1,782)
(1,318)
Gross Operating Margin (EBITDA)
76,863
70,737
2.3%
1.9%
Revenues/Average capital employed for the year
Financial Indicators
(Euro thousands)
Financial charges/EBITDA
Net Financial debt
75,454
75,481
Net Financial debt / EBITDA
0.98
1.07
Free cash flow
32.3
26.4
The group workforce at December 31, 2011 numbered 1,819 (including 327 employees of HSC
SA); at December 31, 2010 the total employees numbered 1,435. The employees of Vetri Speciali
SpA have been fully incorporated.
The composition of Group personnel at December 31, 2011 is shown in the table below.
Composition
Executives
Managers
White-collar
Blue-collar
Workforce
30
73
321
1395
Average age
52
48
45
42
8
17
15
13
25
72
304
1241
5
1
17
154
Years of service in group companies
Indefinite period contracts
Fixed-term contracts
The turnover of employees at December 31, 2011 is shown on page 105.
20
Transactions with related parties
The Group has undertaken commercial and services transactions with related parties during the
year, as detailed in the notes to the financial statements, to which reference should be made.
Research, development and advertising costs
The research and development activities, related to innovation in the processes and products,
developed lighter containers for the “food and beverages” and “cosmetics and perfumery” sectors,
and innovative shaped containers for the “specialty glass” sector.
Environmental information
In 2011, the commitment of the Zignago Vetro Group continued in the protection of the
environment with the continual improvement of the policies of territorial protection and
management of environmental issues with actions aimed to reduce atmospheric emissions and
energy consumption in the utilisation of natural resources and the optimisation of the production
cycle, while remaining continually attentive to new and future technology developed
internationally.
Risks related to personnel, security and management
The Companies of the Zignago Vetro Group implement plant management policies to minimise
the risk of accidents ensuring high levels of security in line with best industrial practices, utilising
insurance to guarantee an extensive degree of protection for company structures, against third
party risks and against interruptions in production activity. The company trains and motivates the
workforce to guarantee efficiency and normal operational continuity.
Employee data protection and security
Pursuant to rule 26 of Attachment B of Legislative Decree No. 196 of June 30, 2003 (Employee
data protection code), the Companies of the Group adopted new security measures required by the
above-mentioned decree and updated the “Security Programming Document”.
21
Financial instruments: Group objectives & policies and description of risks
With regard to point No. 6 bis, paragraph 3 of Article 2428 of the Italian Civil Code, the main
financial instruments used by the Zignago Vetro Group consist of trade receivables and payables,
cash & cash equivalents, bank borrowing and interest rate swap contracts. The exchange risk is not
currently considered significant.
We consider that the Zignago Vetro Group is not exposed to credit risk any higher than the
industry average, given that most receivables relate to customers of well-established commercial
reliability and also that most are insured. Allowance for doubtful debts has in any case been made
to cover against any residual credit risks. We specify that such provisions were made in the period
and in previous periods against specific positions involved in procedures or with longer past-due
status than the Group companies average collection times. General provisions have also been made
for potential insolvency of debtors.
The Group’s present reference market does not involve areas possibly requiring country-risk
management. Trade transactions substantially take place with western countries, primarily in the
Euro and USD areas.
As regards the Group’s financial management, the operating cash flow is considered to be
consistent with objectives for repayment of existing debt and such as to assure appropriate
financial equilibrium and adequate remuneration of equity via dividend flows.
The Zignago Vetro SpA Group had undertaken at December 31, 2011 an interest rate swap in
order to hedge the interest rate risk on medium-long term loans undertaken by Zignago Vetro SpA.
The mark-to-market of this derivative at December 31, 2011 was as follows:
Company
Bank
Underlying
Nature
Notional
of
value at the
Expiry
Market
value
Contract
reference
date
at
31.12.2011
(Euro thousands)
Zignago Vetro
SpA
UnicreditBanca
SpA
Loan
Hedge
10,000
31/08/2016
(225)
The above-mentioned operation was undertaken for hedging purposes. However this operation
does not comply with all the requirements of IAS / IFRS accounting standards to be considered as
such for accounting purposes. For these reasons Zignago Vetro SpA does not use the so-called
hedge accounting method and records the economic effects of hedging directly to the income
statement.
22
Pursuant to the Bank of Italy/ Consob /Isvap document No. 2 of February 6, 2009, it is
considered, based on the strong profitability, on the Group’s solid balance sheet and in spite
of the current economic environment, that there are no uncertainties or risks on the going
concern of the business.
It is considered that the information provided, together with the information illustrated
below and relating to the performance of the individual companies, represents a true,
balanced and exhaustive analysis of the situation of the Group and of the operational results,
for the overall operations and in the various sectors, in accordance with the size and
complexity of the Group’s business operations.
23
Reconciliation between the Group and Zignago Vetro SpA net result and net equity
The reconciliation of the net equity and net profit of Zignago Vetro SpA and the consolidated
accounts at December 31, 2011 and 2010 are disclosed below as per Consob communication No.
DEM/6064293 of July 28, 2006.
Reconciliation with December 31, 2011.
(Euro thousands)
Financial statements of the Parent Company
2011
Net profit
Net equity at Dec.
31, 2011
29,102
86,017
16
(265)
Adjustments for change in accounting principles and consolidation adjustments:
-
reclassify fixed assets from inventory, net of the relative fiscal effect
-
reversal of inter-group dividends
(8,614)
---
-
reversal of Intercompany Profit
(7)
(49)
-
reversal of "Fond de Commerce" in Verreries Brosse SAS
---
(100)
-
reclassification of emission trading in Verreries Brosse SAS
82
121
(7)
326
---
690
-
deferred tax asset on pension fund and profit participation fund in
Verreries Brosse SAS
goodwill allocated on the acquisition of the HSC investment and
adjusted to the year-end exchange rate
other consolidation adjustments
(100)
(177)
(8,630)
546
---
(4,000)
Brosse USA Inc.
---
(69)
Vetri Speciali SpA
---
(25,320)
Carrying value of consolidated companies:
(7,594)
Vetreco Srl
---
(600)
---
(37,583)
182
15,135
Net profit and net equity of the subsidiaries:
Brosse USA Inc.
Vetri Speciali SpA
Vetreco Srl
(68)
236
13,659
46,814
804
9,343
(4)
594
14,573
72,122
(169)
(2,786)
(169)
(2,786)
34,876
118,316
Net profit and net equity of minority interest
Net profit and net equity attributable to minority interest
Consolidated financial statements
24
Reconciliation with December 31, 2010
(Euro thousands)
2010
Financial statements of the Parent Company
Net profit
2010
Net equity at Dec.
31, 2010
27,305
80,527
72
(281)
Adjustments for change in accounting principles and consolidation
adjustments:
-
reclassify fixed assets from inventory, net of the relative fiscal effect
-
reversal of inter-group dividends
(6,440)
---
-
reversal of Intercompany Profit
32
(42)
-
reversal of "Fond de Commerce" in Verreries Brosse SAS
---
(100)
-
reclassification of emission trading in Verreries Brosse SAS
deferred tax asset on pension fund and profit participation fund in
10
39
(10)
333
other consolidation adjustments
390
(164)
(5,946)
(215)
---
(4,000)
Brosse USA Inc.
---
(69)
Vetri Speciali SpA
---
(25,320)
Vetreco Srl
---
(30)
---
(29,419)
630
14,921
-
Carrying value of consolidated companies:
Net profit and net equity of the subsidiaries:
Brosse USA Inc.
Vetri Speciali SpA
Vetreco Srl
Consolidated financial statements
11
300
11,780
41,907
---
30
12,421
57,158
33,780
108,051
* * * * *
25
Significant events after December 31, 2011 and Outlook
SIGNIFICANT EVENTS AFTER DECEMBER 31, 2011
HSC – POLAND.
On February 9, 2012, Zignago Vetro SpA acquired 20.12% of Huta Szkła “Czechy” S.A. for
consideration of Euro 2,713,000. The operation was carried out through the Company’s own
liquidity sources. Following this operation, the holding in the Company rose to 99.10% for a total
consideration of Euro 10,307,000.
The acquisition of the 78.98% stake, completed on March 3, 2011, is outlined on page 11 in the
“Equity investments” section.
HSC SA was therefore included in the consolidation scope at December 31, 2011.
From 2012 the supply of electricity at the Fossalta di Portogruaro factory is guaranteed by Zignago
Power Srl, a wholly-owned subsidiary of Zignago Holding S.p.A., which has constructed a natural
biomass plant. The risk concerning energy cost fluctuation therefore greatly reduced for Zignago
vetro S.p.A..
OUTLOOK
Despite the uncertain economic environment, the Group continued its growth in the first months of
2012.
Results of 2012 will also depend on a timely recovery from the elevated energy costs seen from
the final months of 2011.
* * * * *
In the following pages we review and comment upon the results of the Parent Company and of
individual subsidiaries.
For greater clarity the operating results and balance sheets of Zignago Vetro SpA and its
subsidiaries are presented according to the contribution of each of them to the consolidated
financial statements. They are shown according to normal reporting practices.
26
THE COMPANY
Zignago Vetro SpA
In 2011 the European hollow glass market for food and beverages principally saw a continuation
of the recovery which took hold in the preceding year. The Italian market performed in line with
Europe, largely as a result of strong exports.
The global “Perfumery” market continued to grow. The Asian and South American markets report
the best performances.
Within “Cosmetics” fashion continues to drive nail varnish and skincare container demand.
The “Pharmaceuticals” market reports tentative growth, with increased competition from
alternative materials.
27
The reclassified income statement of Zignago Vetro SpA in 2011 compared to the previous year
is shown below:
2011
Euro thousand
Net revenues
Changes in finished, semi-finished
products and works in progress
Value of production
Value added
Labour costs
% Euro thousand
2010
Changes
%
%
170,674
100.0%
166,565
100.0%
2.5%
(264)
(0.2%)
(3,723)
(2.2%)
n.s.
---
---
94
0.1%
n.s.
170,410
99.8%
162,936
97.8%
4.6%
(94,770)
(55.5%)
(90,583)
(54.4%)
4.6%
75,640
44.3%
72,353
43.4%
4.5%
(30,764)
(18.0%)
(29,799)
(17.9%)
3.2%
44,876
26.3%
42,554
25.5%
5.5%
(12,812)
(7.5%)
(13,060)
(7.8%)
(1.9%)
(175)
(0.1%)
(315)
(0.2%)
(44.4%)
31,889
18.7%
29,179
17.5%
9.3%
1,193
0.7%
436
0.3%
n.s.
33,082
19.4%
29,615
17.8%
11.7%
8,201
4.8%
6,440
3.9%
27.3%
(543)
(0.3%)
(307)
(0.2%)
76.9%
(563)
(0.3%)
3
---
n.s.
40,177
23.5%
35,751
21.5%
12.4%
(11,075)
(6.5%)
(8,446)
(5.1%)
31.1%
29,102
17.1%
27,305
16.4%
6.6%
EBITDA
Provisions
EBIT
Operating profit
Profit before taxes
Income Taxes
tax rate 2011: 27.6%
tax rate 2010: 23.6%
Net profit
Revenues in 2011 of Euro 170.7 million increased by 2.5% on 2010 (Euro 166.6 million). Sales of
glass containers and accessories (the latter referring to Zignago Vetro SpA’s services on the
market) amounted to Euro 156.8 million, growth of 2.8% on Euro 152.5 million in 2010.
28
Exports increased by 9.7% on 2010, accounting for 21.3% of containers and accessories revenues
(20% in 2009).
In particular:
Revenues by geographic area, excluding sundry materials and services
(Euro thousand)
Italy
E.U. (excluding Italy)
Other areas
2011
2010
Change %
123,311
121,985
1.1%
27,475
23,426
17.3%
5,978
7,081
(15.6%)
156,764
152,492
2.8%
of which export
33,453
30,507
9.7%
%
21.3%
20.0%
Total
Materials costs and external services, including changes in inventories and excluding internal
production of fixed assets, increased from Euro 94.2 million in 2010 to Euro 95 million in 2011
(+0.9%), decreasing as a percentage of revenues from 56.5% to 55.7%.
Labour costs increased on 2010 by 3.2% principally due to increased workforce numbers and also
increased labour costs; this includes also the actuarial valuation of post-employment benefits and
temporary staff. These costs accounted for 18% of revenues in 2011 compared to 17.9% in 2010.
Ebitda in 2011 amounted to Euro 44.9 million compared to Euro 42.6 million in 2010 (+5.5%) – a
25.5% revenue margin in 2010 and 26.3% in 2011.
Ebit in 2011 increased by 9.3% compared to the previous year (Euro 31.9 million compared to
Euro 29.2 million), with a margin of 18.7% (17.5% in 2010).
Investment income in 2011 (Euro 8.2 million) and in 2010 (Euro 6.4 million) refers solely to
dividends from Vetri Speciali SpA.
Net financial charges of Euro 0.5 million (Euro 0.3 million in 2010) are related to the higher
average net debt in the year and higher interest rates.
The net exchange losses relate to the year-end conversion of accounts, principally deposits in
Polish Zloty.
Net profit in 2011 amounted to Euro 29.1 million (Euro 27.3 million in 2010: 6.6%) after income
taxes of Euro 11.1 million (Euro 8.4 million in 2010). The tax rate was 27.6% in 2011 compared
to 23.6% in 2010. Excluding the benefit deriving from the application of the investment incentive
law, amounting to Euro 1.7 million, the tax rate in 2010 was 28.4%. Net profit as a percentage of
revenues was 17.1% in 2011 compared to 16.4% in 2010.
29
The cash flow generated from net profit and depreciation/amortisation increased from Euro 40.4
million in 2010 to Euro 41.9 million in 2011 (+3.8%) and represents 24.6% of revenues (24.2% in
2010).
The reclassified balance sheet and financial position of Zignago Vetro SpA at December 31,
2011 and 2010 were as follows:
31.12.2011
Euro thousands
%
Euro thou.
31.12.2010
Changes
%
Euro thou.
Trade receivables
38 982
35 631
3 351
Other receivables
1 655
2 199
(544)
Inventories
28 287
27 885
402
(39 856)
(35 654)
(4 202)
(2 837)
A) Working capital
26 231
48 794
50 225
(1 431)
Investments
37 514
29 350
8 164
1 576
1 540
36
Non-cur. provisions and non-financial payables
(8 190)
(8 675)
485
79 694
75,2%
72 440
76,8%
7 254
105 925
100,0%
94 377
100,0%
11 548
Other investments and non-current assets
(8 124)
24,8%
21 937
5 287
23,2%
4 294
Financed by:
56 583
57 378
(44 506)
(43 528)
Short term net debt
(795)
(978)
12 077
11,4%
13 850
14,7%
(1 773)
7 831
7,4%
---
---
7 831
19 908
18,8%
13 850
14,7%
6 058
80 527
72 348
(23 612)
(19 126)
Net profit for the year
29 102
27 305
D) Closing shareholders' equity
86 017
81,2%
80 527
85,3%
5 490
105 925
100,0%
94 377
100,0%
11 548
C+D = Total Financial debt and Share. Equity
The working capital at December 31, 2011 increased by Euro 4.3 million compared to December
31, 2010, due to an increase in trade receivables (+9.4%), related to higher sales and a shift in
timing, an increase in inventories, an increase short-term non-financial payables and, in particular,
the reduction in payables for fixed assets (-Euro 5.3 million), with deferred payment.
30
The net fixed capital at December 31, 2011 increased by Euro 7.3 million compared to December
31, 2010, principally due to the acquisition of the investment in HSC SA, amounting to Euro 7,594
thousand, while investments in tangible and intangible fixed assets were lower than amortisation
and depreciation.
Capital expenditure in the year amounted to Euro 15.8 million (Euro 31.4 million in 2010), mainly
due to the purchase of industrial buildings for warehouse use, as well as the replacement of plant,
machinery and equipment, including moulds and pallets.
The increase in shareholders’ equity at December 31, 2011 of Euro 5.5 million results from the net
profit for the year (Euro 29.1 million) being higher than the dividends distributed in the year (Euro
23.6 million).
The net debt at December 31, 2011, following the movements described above, was Euro 19.9
million - an increase of Euro 6.1 million (+43.7%) on December 31, 2010.
The number of employees of the Company at December 31, 2011 was 595 broken down as
follows: 11 executives, 130 white-collar and 454 blue-collar. There were 26 fixed-term employees.
At December 31, 2010, employees numbered 610, of which: 10 executives, 133 white-collar and
467 blue-collar. There were 46 fixed-term employees.
The table below shows the composition of the Zignago Vetro SpA workforce at December 31,
2011.
Composition
Executives
Managers
White-collar
Blue-collar
Workforce
11
17
113
454
Average age
52
48
49
40
Years of service in the Company
8
17
15
11
Indefinite period contracts
8
16
106
439
Fixed-term contracts
3
1
7
15
At the beginning of 2012 the Company’s growth continued.
Despite an uncertain domestic environment, demand is expected to be in line with the previous
year.
31
THE CONSOLIDATED SUBSIDIARIES
Verreries Brosse SAS and its subsidiary Brosse USA Inc.
Registered office: Vieux-Rouen-sur-Bresle (France)
Business sector: glass bottles for luxury fragrances
Chairman:
Paolo Giacobbo
Board of Directors:
Marc Cooper
Roberto Celot
Ovidio Dri
Alberto Faggion
Matteo Fonda
Franco Grisan
Maurizio Guseo
Nicolo’ Marzotto
Michele Pezza
The consolidated data of Verreries Brosse SAS includes:
* Verreries Brosse SAS, parent company, which markets its products globally.
* Brosse USA Inc., a wholly-owned subsidiary of Verreries Brosse SAS, which operates as a
sales agent in the North American market.
In 2011, the perfumery glass container market continued to report strong growth, following on
from that seen in the previous year.
Against the backdrop of a good sell-out, new creations reported strong growth, supported by
significant client budgets. Packaging revisions of existing products were also prioritised.
Verreries Brosse reported strong revenue growth, and significant improvements in margins from
the second part of the year.
32
The reclassified consolidated income statement compared to the previous year is shown below:
2011
Net revenues
and products in work in progress
Value of production
Value added
Labour costs
EBITDA
Provisions
EBIT
Operating profit
Profit before taxes
Income Taxes
2010
Change
Euro thousand
%
Euro thousand
%
%
43,828
100.0%
37,601
100.0%
16.6%
2,848
6.5%
1,528
4.1%
86.4%
46,676
106.5%
39,129
104.1%
19.3%
(23,461)
(53.5%)
(18,380)
(48.9%)
27.6%
23,215
53.0%
20,749
55.2%
11.9%
(16,141)
(36.8%)
(13,447)
(35.8%)
20.0%
7,074
16.1%
7,302
19.4%
(3.1%)
(6,085)
(13.9%)
(5,209)
(13.9%)
16.8%
(21)
(0.0%)
(132)
(0.4%)
(84.1%)
968
2.2%
1,961
5.2%
(50.6%)
(125)
(0.3%)
(132)
(0.4%)
(5.3%)
843
1.9%
1,829
4.9%
(53.9%)
(635)
(1.4%)
(515)
(1.4%)
23.3%
28
0.1%
14
---
n.s.
236
0.5%
1,328
3.5%
(82.2%)
(101)
(0.2%)
(307)
(0.8%)
(67.1%)
135
0.3%
1,021
2.7%
(86.8%)
Net revenues in 2011 amounted to Euro 43,828 thousand (in 2010: Euro 37,601 thousand;
+16.6%). Revenues of glass containers amounted to Euro 41,792 thousand (in 2010: Euro 35,851
thousand; +16.6%). Exports accounted for 27.6% of revenues (in 2010: 38.2%).
Revenues include, in addition to glass containers, also the contribution charged to clients for the
creation of moulds for specific products and other services, including transport costs.
In particular:
Revenues breakdown
(euro thousand)
Glass containers
Contributions for specific moulds
Other materials and services
Total
2011
2010
change %
41,792
35,851
16.6%
1,246
1,285
(3.0%)
790
465
69.9%
43,828
37,601
16.6%
33
Revenues by geographic area
(Euro thousand)
Europe
North America
Other areas
Total
2011
2010
Change %
40,202
29,822
34.8%
2,621
5,493
(52.3%)
1,005
2,286
(56.0%)
43,828
37,601
16.6%
Materials and external services, including changes in inventories, in 2011 amounted to Euro
20,613 thousand compared to Euro 16,852 thousand in 2010 (+22.3%). These costs as a
percentage of revenues were 47% compared to 44.8%.
Labour costs increased from Euro 13,447 thousand in 2010 to Euro 16,141 thousand in 2011
(+20%), principally due to the expansion of the workforce.
Depreciation increased by 16.8%, particularly due to the significant automated production
expansion programme.
Ebitda amounted to Euro 7,074 thousand compared to Euro 7,302 thousand in the previous year, a
derease of 3.1%.
Net operating non recurring income relates to losses on fixed asset disposals and other charges,
partially offset by the release of provisions for risks and charges. In the previous year, this account
recorded losses of Euro 132 thousand.
Net financial charges increased by 23.3% on the previous year, due to the higher average debt and
rise in interest rates.
2011 reported a net profit of Euro 135 thousand (2010: Euro 1,021 thousand) after deferred tax
income of Euro 18 thousand and current taxes of Euro 83 thousand (in 2010 respectively Euro 238
thousand and Euro 69 thousand).
The cash flow generated from the net result and amortisation and depreciation was Euro 6,220
thousand, substantially in line with 2010 (Euro 6,230 thousand).
34
The reclassified consolidated balance sheet and financial position at December 31, 2011 and
2010 are reported below.
31.12.2011
Trade receivables
Other receivables
Inventories
31.12.2010
Euro thousand
% Euro thousand
9,680
8,773
Change
% Euro thousand
907
1,559
1,023
536
13,646
10,077
3,569
(11,103)
(8,342)
(2,761)
(2,107)
A) Working capital
11,675
33,325
33,309
16
599
787
(188)
Non-current provisions and non-financial
payables
(1,175)
(1,186)
11
32,749
73.7%
32,910
75.8%
(161)
44,424
100.0%
43,425
100.0%
999
Investments not fully consolidated and other
medium/long-term assets
(1,016)
26.3%
10,515
(1,091)
24.2%
1,160
Financed by:
17,675
14,128
3,547
(603)
(1,924)
1,321
Short term net debt
17,072
38.4%
12,204
28.1%
4,868
12,000
27.0%
16,000
36.8%
(4,000)
29,072
65.4%
28,204
64.9%
868
15,221
14,188
(4)
12
135
1,021
15,352
34.6%
15,221
35.1%
131
44,424
100.0%
43,425
100.0%
999
C+D = Total Financial Debt
and Shareholders' Equity
The working capital at December 31, 2011 increased on December 31, 2010 by Euro 1,160
thousand.
Trade receivables at December 31, 2011 increased by 10.3% on the end of 2010, particularly due
to increased volumes (+16.6%) and represent 22.1% of revenues compared to 23.3% at December
31, 2010. Other receivables increased by Euro 536 thousand and relate in particular to higher tax
receivables.
35
Inventories of finished products increased compared to December 31, 2010 by Euro 3,569
thousand (+35.4%), in volume terms equal to 4 months of sales (4.1 at the end of 2010).
Current non-financial payables increased on December 31, 2010 by Euro 2,761 thousand,
principally due to higher trade payables. Payables to suppliers for fixed assets totalled Euro 2,107
thousand compared to Euro 1,016 thousand at December 31, 2010.
Net fixed capital decreased on the end of 2010 by Euro 161 thousand principally due to the
reduction in deferred tax assets.
The Net debt increased from Euro 28,204 thousand at December 31, 2010 to Euro 29,072
thousand at the end of 2011 (Euro +868 thousand) and includes capital investment payments of
Euro 5,259 thousand.
Capital expenditure in the year was as follows:
(Euro thousands)
2011
2010
5,943
3,944
208
181
Investments in the year:
Plant and machinery
Equipment
Intangible assets
Total
199
181
6,350
4,306
The investments for “Plant and Machinery” relate to the purchase of moulds for Euro 3,127
thousand.
At December 31, 2011, employees numbered 359 (at December 31, 2010: 302).
In the first months of 2012, the results have improved significantly compared to the same period of
the previous year.
36
Vetri Speciali SpA
Registered office: Modena, Via Manci, 5
Business sector: specialty glass containers
Chairman:
Stefano Marzotto
Vice Chairman:
Chief Executive Officer:
Directors:
Vitaliano Torno
Giorgio Mazzer
Luca Marzotto
Massimo Noviello
Statutory Auditors:
Lorenzo Buraggi - chairman
Giuseppe Baratella
Carlo Pesce
In the second half of 2011, the Company placed the companies Vetri Speciali Inc. (USA) and
Vetri Speciali Iberica SL into liquidation - wholly-owned companies and no longer considered
strategic. The following data relates only to the parent company in 2011. They are fully
comparable with the 2010 consolidated data.
In 2011, the demand for specialty glass containers continued the recovery reported in the previous
year, with greater demand in particular for luxury products.
37
The reclassified income statement for 2011 and 2010 of Vetri SpecialSpA, for the share
pertaining to Zignago Vetro SpA (50%), is as follows:
2011
Euro thousand
Net revenues
Changes in finished, semi-finished, and products
in work in progress
Value of production
Value added
Labour costs
EBITDA
Provisions
EBIT
Operating profit
Investment income
Profit before taxes
(tax-rate 2011: 31.7%)
(tax-rate 2010: 30.1%)
% Euro thousand
2010
Change
%
%
67,644
100.0%
63,438
100.0%
6.6%
457
0.7%
(2,204)
(3.5%)
n.s.
---
---
71
0.1%
n.s.
68,101
100.7%
61,305
96.6%
11.1%
(32,406)
(47.9%)
(28,639)
(45.1%)
13.2%
35,695
52.8%
32,666
51.5%
9.3%
(13,039)
(19.3%)
(11,838)
(18.7%)
10.1%
22,656
33.5%
20,828
32.8%
8.8%
(4,217)
(6.2%)
(4,196)
(6.6%)
0.5%
(231)
(0.4%)
(159)
(0.2%)
45.3%
18,208
26.9%
16,473
26.0%
10.5%
2,019
3.0%
894
1.4%
125.8%
20,227
29.9%
17,367
27.4%
16.5%
413
0.6%
---
---
n.s.
(605)
(0.9%)
(496)
(0.8%)
22.0%
(34)
(0.1%)
(19)
---
n.s.
20,001
29.6%
16,852
26.6%
18.7%
(6,342)
(9.4%)
(5,072)
(8.0%)
25.0%
13,659
20.2%
11,780
18.6%
16.0%
The share of revenues in 2011 amounted to Euro 67.6 million, growth of 6.6% compared to Euro
63.4 million in the previous year.
Exports in the year accounted for 25.8% of revenues in 2011 (27.1% in 2010) and amounted to
Euro 17.5 million (Euro 17.2 million in 2010; +1.52%).
Geographic breakdown of sales (for Group share):
2011
2010
%
Italy
50,162
46,222
8.5%
European Union
10,689
10,095
5.9%
6,793
7,121
(4.6%)
67,644
63,438
6.6%
(Euro thousands)
Other areas
Total
Material costs and external services in 2011, including the changes in inventory and the internal
production of fixed assets, represent 47.2% of revenues compared to 48.5% in 2010.
38
The attributable labour costs increased on 2010 by 10.1%. In addition to the increase in the cost
components, the rise is due to increased hours worked (+7.2%) following the expansion of the
workforce.
The Group’s share of Ebitda amounted to Euro 22.7 million in 2011, an increase of 8.8% on 2010
(Euro 20.8 million). The Ebitda margin was 33.5% (in 2010: 32.8%).
Ebit in 2011 amounted to Euro 18.2 million compared to Euro 16.5 million in 2010 (+10.5%), a
margin of 26.9% and 26% respectively.
Non operating recurring income in 2011 relates to the insurance payment following the successful
claim for damages at the Pergine factory.
The share of net financial charges in the year increased by 22% compared to 2010, due to the
increase in interest rates, although with a lower average debt. These charges as a percentage of
revenues were 0.9% compared to 0.8% in 2010.
The share of profit before taxes in 2011 amounted to Euro 20 million, an increase of 18.7%
compared to Euro 16.9 million in 2010, equal to 29.6% of revenues (26.6% in 2010).
The share of income taxes in the year was Euro 6.3 million, 25% higher than 2010 (Euro 5.1
million). The 2011 tax rate of 31.7% compared to 30.1% in the previous year, which benefited
from deductions on investments (Euro 0.4 million) following application of the investment
incentive law. At like-for-like terms in 2010 the tax rate would have been 32.5%.
The share of the net profit was Euro 13.7 million compared to Euro 11.8 million in the previous
year (+16%), equal to 20.2% and 18.6% of revenues respectively.
The cash flow generated from net profit and depreciation/amortisation amounted to Euro 17.9
million in 2011 compared to Euro 16 million in 2010 (+11.9%) and represents 26.4% of revenues
(25.2% in 2010).
39
The reclassified balance sheet and financial position of Vetri Speciali SpA at December 31,
2011 and 2010, for the share pertaining to Zignago Vetro SpA (50%), was as follows:
31.12.2011
Euro thousand
31.12.2010
% Euro thousand
%
Change
Euro thousand
Trade receivables
13,208
12,976
232
Other receivables
414
603
(189)
Inventories
Payables on fixed asset
A) Working capital
8,550
8,338
212
(12,246)
(11,122)
(1,124)
(528)
9,398
12.7%
(366)
10,429
(162)
13.8%
(1,031)
Net tangible and
(503)
intangible assets
27,685
28,188
Goodwill
39,967
39,967
---
260
272
(12)
and non-financial payables
(3,151)
(3,492)
341
64,761
87.3%
64,935
86.2%
(174)
A+B= Net capital emplyed
74,159
100.0%
75,364
100.0%
(1,205)
Other non current assets and investments
Non-current provisions
Financed by:
21,685
22,292
(89)
(601)
Short term net debt
512
21,596
29.1%
21,691
28.8%
5,749
7.8%
11,766
15.6%
(95)
(6,017)
27,345
36.9%
33,457
44.4%
(6,112)
41,907
36,545
(8,201)
(6,440)
(607)
(551)
22
13,659
11,780
46,814
63.1%
41,907
55.6%
4,907
C+D = Total Financial Debt and Shareholders'
Equity
74,159
100.0%
75,364
100.0%
(1,205)
40
The decrease in the working capital compared to December 31, 2010 (-9.9%) is principally due to
the increase in current non-financial payables. The increase in trade receivables (+1.8%) is due to
the growth in revenues (+6.6%).
The share of net fixed capital largely remained unchanged, with investments in tangible and
intangible fixed assets, net of disposals, lower than amortisation and depreciation.
The share of shareholders' equity at December 31, 2011, including the net profit for the year,
increased by Euro 4.9 million (+11.7%) to Euro 46.8 million (Euro 41.9 million at December 31,
2010).
The share of net debt reduced from Euro 33.5 million at December 31, 2010 to Euro 27.3 million
at December 31, 2011 (-18.3%), taking into account the movements illustrated above.
At December 31, 2011, total employees were 538 (7 executives, 123 white-collar office, technical
and commercial staff and 408 blue-collar employees). At December 31, 2010, employees
numbered 523, of which: 7 executives, 113 white-collar and 403 blue-collar. .
The above data refers to 100% of the group’s workforce.
Growth is reported in the first months of 2012 in the specialty glass market.
The order backlog and the contracts signed support expectations for strong results - however
against a backdrop of general economic uncertainty.
41
For completeness the reclassified income statement and balance sheet and financial position
of Vetri Speciali SpA (100% of the relative data) are shown below.
The consolidated reclassified consolidated income statement of Vetri Speciali SpA (100% of
the data) for the year and previous year is shown below:
2011
Euro thousand
Net revenues
Changes in finished, semi-finished and products
in work in progress
Value of production
Value added
Labour costs
EBITDA
Provisions
EBIT
Operating profit
Investment income
Profit before taxes
(tax-rate 2011: 31.7%)
(tax-rate 2010: 30.1%)
42
% Euro thousand
2010
Change
%
%
135,287
100.0%
126,876
100.0%
6.6%
914
0.7%
(4,408)
(3.5%)
n.s.
---
---
142
0.1%
n.s.
136,201
100.7%
122,610
96.6%
11.1%
(64,812)
(47.9%)
(57,278)
(45.1%)
13.2%
71,389
52.8%
65,332
51.5%
9.3%
(26,078)
(19.3%)
(23,675)
(18.7%)
10.1%
45,311
33.5%
41,657
32.8%
8.8%
(8,434)
(6.2%)
(8,391)
(6.6%)
0.5%
(462)
(0.3%)
(319)
(0.3%)
44.8%
36,415
26.9%
32,947
26.0%
10.5%
4,038
3.0%
1,788
1.4%
n.s.
40,453
29.9%
34,735
27.4%
16.5%
825
0.6%
---
---
n.s.
(1,210)
(0.9%)
(991)
(0.8%)
22.1%
(67)
---
(39)
---
n.s.
40,001
29.6%
33,705
26.6%
18.7%
(12,684)
(9.4%)
(10,145)
(8.0%)
25.0%
27,317
20.2%
23,560
18.6%
15.9%
The reclassified balance sheet and financial position of Vetri Speciali SpA (100% of the data),
at December 31, 2011 compared to December 31, 2010 is summarised below:
31.12.2011
Euro thousand
%
31.12.2010
Euro thousand
%
Variazioni
euro migliaia
Trade receivables
26,416
25,952
464
Other receivables
828
1,205
(377)
Inventories
Payables on fixed asset
A) Working capital
17,099
16,676
423
(24,492)
(22,244)
(2,248)
(1,056)
18,795
12.7%
(732)
20,857
(324)
13.8%
(2,062)
Net tangible and
(1,006)
intangible assets
55,369
56,375
Goodwill
79,934
79,934
---
520
546
(26)
(6,302)
(6,986)
684
Other non-current assets and investments
Non-current provisions
and non-financial payables
129,521
87.3%
129,869
86.2%
(348)
148,316
100.0%
150,726
100.0%
(2,410)
Financed by:
43,369
(1,214)
44,583
(178)
1,024
(1,202)
Short term net debt
43,191
29.1%
43,381
28.8%
11,498
7.8%
23,532
15.6%
(190)
(12,034)
54,689
36.9%
66,913
44.4%
(12,224)
83,813
73,090
(16,402)
(12,880)
(1,101)
43
27,317
23,560
93,627
63.1%
83,813
55.6%
9,814
148,316
100.0%
150,726
100.0%
(2,410)
C+D = Total Financial Debt and Shareholders'
Equity
43
Huta Szkła “Czechy” S.A. (HSC SA)
Registered office: Trabkj (Poland)
Business sector: glass containers
Chairman:
Franco Grisan
“Management Board”:
Roberto Cardini
Roberto Celot
Alberto Faggion
Paolo Giacobbo
Nicolò Marzotto
Stefano Marzotto
“Supervisory Board”:
Paolo Nicolai - Chairman
Stefano Perosa
Carlo Pesce
General Manager
Roberto Cardini
As outlined on page 11, on March 3, 2011, Zignago Vetro S.p.A. acquired 78.98% of the shares
with voting rights of Huta Szkła “Czechy” S.A. (HSC SA), a non-listed company with registered
office in Trabki – Poland.
The consolidated financial statements of Zignago Vetro commented upon in the current report
include the results of HSC SA from the acquisition date to December 31, 2011.
The acquisition was recognised according to the “purchase method” with - at the transfer of
control date - the identification of the fair value of the net assets and liabilities acquired and the
allocation of the price paid, attributing any excess of the acquisition price compared to the
amounts recognised to the Group balance sheet to identifiable tangible and intangible assets,
recognising the tax effect on the higher values recorded and with the residual part allocated to
goodwill.
The reclassified income statement for the full year is also illustrated for full disclosure.
44
Both the international and Polish glass container markets report growth.
The cosmetic and mass market perfumery containers for export were more contained.
The Food & Beverage market also reported growth, although this market is dominated by the
major multinational players.
The reclassified income statement is shown below:
March 3 - Dec. 31, 2011
Euro thousand
Net revenues
and products in work in progress
Value of production
Value added
Labour costs
EBITDA
%
2011
Euro thousand
%
12 698
100,0%
15 261
100,0%
468
3,7%
477
3,1%
498
3,9%
592
3,9%
13 664
107,6%
16 330
107,0%
(8 001)
(63,0%)
(9 476)
(62,1%)
5 663
44,6%
6 854
44,9%
(3 416)
(26,9%)
(4 121)
(27,0%)
2 247
17,7%
2 733
17,9%
(1 086)
(8,6%)
(1 318)
(8,6%)
1 161
9,1%
1 415
9,3%
(213)
(1,7%)
(315)
(2,1%)
948
7,5%
1 100
7,2%
1
0,0%
(8)
(0,1%)
62
0,5%
70
0,5%
Profit before taxes
1 011
8,0%
1 162
7,6%
Income taxes
(207)
(1,6%)
(238)
(1,6%)
804
6,3%
924
6,1%
EBIT
Operating profit
Net profit for year
Revenues amounted to Euro 12,698 thousand. Glass containers sales totalled Euro 11,764
thousand. Exports accounted for 68.8%.
45
Revenues include, in addition to glass containers, also the contribution charged to clients for the
creation of moulds for specific products and other services, including transport costs.
In particular:
Revenues breakdown
(Euro thousands)
March 3 - December 31, 2011
Glass containers
11,764
Other materials and services
934
Total
12,698
Revenues by geographic area
(Euro thousands)
March 3 - December 31, 2011
Europe
3 867
North America
7 803
Other areas
1 028
Total
12 698
Materials and external services, including changes in inventories and internal production of fixed
assets, in 2011 amounted to Euro 7,035 thousand. As a percentage of revenues they amounted to
55.4%.
Labour costs amounting to Euro 3,416 thousand include an increase in the workforce of 7.
Depreciation also takes into account, for the period held in the year, new investments of Euro
1,092 thousand.
Net recurring non-operating charges amount to Euro 213 thousand, principally relating to taxes
other than income taxes.
The financial year, from March 3 to December 31, 2011, reports a net profit of Euro 804 thousand
(6.3% of revenues) after current income taxes of Euro 247 thousand and deferred tax income of
Euro 40 thousand.
The cash flow generated from net profit and amortisation/depreciation amounted to Euro 1,890
thousand (14.9% of revenues).
46
The reclassified balance sheet and financial position at December 31, 2011 was as follows:
31.12.2011
Euro thousand
Trade receivables
Other receivables
Inventories
%
2,132
320
3,397
(2,015)
(679)
A) Working capital
3,155
6,416
Investments not fully consolidated and other medium/long-term assets
Non-current provisions and non-financial payables
35.2%
403
(1,017)
5,802
64.8%
8,957
100.0%
Financed by:
341
(777)
Short term net liquidity
(436)
(4.9%)
50
0.6%
C) Net liquidity
(386)
(4.3%)
9,430
(891)
D) Closing Shareholders' equity
804
9,343
104.3%
8,957
100.0%
C+D = Total Liquidty and
Shareholders' equity
Trade receivables at December 31, 2011 represent 14% of the revenues for the year, equal to
approx. 50 days average collection time.
Finished product inventory at year-end represents 4.2 months of sales in volume terms.
Current non-financial payables to fixed asset suppliers include at December 31, 2011, for an
amount of Euro 556 thousand, the payable deriving from a ruling of the Polish Supreme Court - in
favour of HSC SA and to be paid on request - which established ownership of the land where the
industrial complex is located.
Surplus funds on bank current accounts are invested in time deposits.
47
Investments in tangible and intangible fixed assets amounted to Euro 1,128 thousand.
The workforce at December 31, 2011 numbered 327; 320 employees at March 3, 2011.
At the beginning of 2012, sales continued to grow. The results are expected to improve also due to
the reorganisation activities, with increased production capacity and quality improvements.
48
Vetreco Srl
Registered office: Latina – Via Don Torrello,69
Business sector: treatment and sale of recycled glass
Chairman:
Roberto Celot
Vice Chairman:
Directors:
Rocco Furia
Roberto Buzio
Leonardo Fredianelli
Dario Lorenzon
John Gerard Sadlier
Statutory Auditors:
Augusto Valchera - chairman
Alberto Faggion
Roberto Monticelli
The Company is in the start-up phase with the contract for the construction of the glass recycling
factory currently being negotiated.
In 2011, the Shareholders subscribed pro-quota to a capital increase to provide the financial
resources for the planned investments.
Therefore the unpaid subscribed share capital of Euro 300,000 was called and a payment was
made to the “Shareholders’ capital account” for Euro 1,600 thousand.
In 2011 a net loss of Euro 12,287 is reported (2010: loss of Euro 6,618) – considered insignificant
as including only general expenses and financial income.
At December 31, 2011, the total investments in tangible and intangible fixed assets, entirely
related to the construction of the recycle plant, amounts to Euro 378,390, of which Euro 306,956
in the year.
Financial resources available at December 31, 2011, after the above-mentioned Shareholder
operations, amounted to Euro 1,614,503 (Euro 69,878 at the end of 2010).
49
Proposal to the Shareholders’ AGM
PROPOSAL TO THE SHAREHOLDERS’ AGM
The proposals to be presented to the Shareholders’ Meeting approved by the Board meeting of
March 14, 2012 of Zignago Vetro S.p.A., the parent company, are shown below.
Dear Shareholders,
We trust that you will be in agreement with the criteria for the preparation of the financial
statements for the year ended December 31, 2011 and we invite you to approve them.
Taking into account that the legal reserve has reached one fifth of the share capital, we propose to
allocate the net profit of Euro 29,102,403 as follows:
- to dividends the amount of
Euro 24.399.437
as Euro 0.31 for each of the 78,707,860
ordinary shares
- the residual amount to the “Retained earnings” reserve
Euro 4.702.966
increasing the reserve to Euro 23.440.856
Euro 29.102.403
Fossalta di Portogruaro, March 14, 2012
For the BOARD OF DIRECTORS
The Chairman
Mr. Franco Grisan
50
Summary of the Shareholders’ Meeting resolutions
CALL NOTICE
TO THE ORDINARY & EXTRAORDINARY SHAREHOLDERS’ MEETINGS
Those with the right to attend and vote are called to the Ordinary and Extraordinary Shareholders’
Meeting at the registered office of the company in Fossalta di Portogruaro (VE), Via Ita Marzotto,
8 on April 23, 2012 at 2.30 PM in first call and on April 24, 2012 at the same time and place in
second call, to discuss and vote upon the following
AGENDA
ORDINARY MEETING
1. Financial statements for the year ended December 31, 2011, Directors’ Report on operations,
Board of Statutory Auditors’ Report and the Independent Auditors’ Report. Resolutions
thereon.
2. Remuneration Report – resolution relating to the first section - in accordance with Article 123
ter of Legs. Decree 58/98 and Article 84 quarter of Consob Regulation 11971/99.
3. Authorisation for the purchase and utilisation of treasury shares, with prior revocation, where
not utilised, of the previous Shareholders’ resolution of April 28, 2011. Resolutions thereon.
EXTRAORDINARY MEETING
1. Scrip issue, in accordance with Article 2442 of the Civil Code, for a nominal amount of Euro
800,000, through the issue of 8,000,000 ordinary shares with full rights, with utilisation of the
available reserves. Consequent amendment to Article 5.1 of the Company By-Laws.
Resolutions thereon.
INFORMATION ON THE SHARE CAPITAL
The share capital subscribed and paid-in amounts to Euro 8,000,000.00 divided into 80,000,000.00
ordinary shares, each with a nominal value of Euro 0.10. At the date of the present call notice, the
Company holds 1,292,140 treasury shares in portfolio, comprising 1.6% of the share capital, for
which the voting right is suspended. Therefore 78,707,860 votes are exercisable at the
Shareholders' Meeting called. Any change in treasury shares will be communicated at the
Shareholders’ Meeting.
The ownership structure is available on the company website www.zignagovetro.com in the
Investors section.
RIGHT TO ATTEND AND VOTE AT THE SHAREHOLDERS’ MEETING
In accordance with Art. 83.6 and Legislative Decree 58/98 (the "CFA") those who have sent to the
Company the relative communication through an authorised intermediary based on the accounting
records on the seventh trading day before the Shareholders’ Meeting, therefore April 12, 2012,
have the right to attend and vote at the Shareholders’ Meeting. Those who hold shares only after
April 12, 2012 will not have the right to attend or vote at the Shareholders’ Meeting.
PROXY REPRESENTATION AND VOTING
Each shareholder who has the right to attend the Shareholders’ Meeting can be represented by
written proxy in accordance with current regulations. For this purpose, a proxy form is available at
the registered office of the company, on the company internet site www.zignagovetro.com,
Investors section, and through authorised intermediaries. The form may be sent to the registered
51
office of the company at Via Ita Marzotto, No. 8, Fossalta di Portogruaro (VE) for the attention of
Mr. Roberto Celot (Investor Relation Manager) or through fax to 0421/246401 Prior notice does
not exempt the proxy granted the right to attend the shareholders’ meeting from the obligation to
declare, in good faith, conformity with the original notified copy and to identify the principal. In
accordance with applicable regulations, the proxy must maintain the original proxy form and any
voting instructions received for one year from the conclusion of the shareholders' meeting.
In accordance with the Company By-Laws, a designated agent has not been appointed for the
Shareholders’ Meeting in accordance with Article 135-undecies of Legislative Decree No. 58 of
February 24, 1998.
AGENDA SUPPLEMENTATION
In accordance with Art.126.bis of Legislative Decree 58/98 shareholders who, individually or
together with others, represent at least one-fortieth of the share capital, may apply to supplement
the Shareholders’ Meeting agenda within 10 days of publication of the present notice, therefore by
April 2, 2012, indicating the further matters proposed. The request must be presented in writing to
the registered office of Via Ita Marzotto, No. 8, Fossalta di Portogruaro (VE) for the attention of
Mr. Roberto Celot (Investor Relation Manager) or through fax to 0421/246401, together with
certification confirming ownership of the holding approved by an intermediary who holds the
accounts whereby the shares of the requesting party are registered. With the time period outlined
above, the proposers must send a report on the additional matters to be included. Supplementation
is not permitted for matters on which the Shareholders’ Meeting will vote, in accordance with law,
on proposals of the directors or concerning projects or reports other than those prepared in
accordance with Art.125.b, paragraph 1, of the CFA. Any supplementation to the matters on the
agenda, together with a report on the matters to be included and any observations by the Board of
Directors, will be published at least 15 days before the date fixed for the shareholders’ meeting in
the same manner established for the publication of the present notice and the shareholders' meeting
documentation.
RIGHT TO SUBMIT QUESTIONS REGARDING THE MATTERS OF THE AGENDA
In accordance with Article 127 ter of Legs. Decree No. 58/98, shareholders may submit questions
concerning the matters on the agenda, also before the shareholders’ meeting, through registered
letter, to the registered office of the company at Via Ita Marzotto, No. 8, Fossalta di Portogruaro
(VE) for the attention of Mr. Roberto Celot (Investor Relation Manager) or through fax to
0421/246401. Those requesting this facility must provide, by the same means, the certification
confirming ownership of the holding approved by an intermediary who holds the accounts
whereby the shares of the requesting party are registered. For questions submitted before the
Shareholders’ Meeting, responses will be made, at the latest, during the meeting itself.
DOCUMENTATION
Documentation relating to the Shareholders’ Meeting, including the reports of the Board of
Directors and the proposals regarding the matters of the agenda, will be made available to the
public under the terms and conditions and in the manners established by the applicable regulations,
with shareholders and those with voting rights permitted to obtain a copy.
This documentation will be available at the registered office of the company, on the internet site
www.zignagovetro.com, in the Investor Relations section, as well as at Borsa Italiana S.p.A.
The proposed amendments to the By-Laws are not such that would, in accordance with the
applicable laws, confer the right to withdrawal to shareholders not in agreement with such
resolutions.
52
ORGANISATIONAL ASPECTS
The shareholders are kindly requested to register at least one hour before the commencement of
the Shareholders’ Meeting.
For the Board of Directors
The Chairman Franco Grisan
53
SUMMARY OF THE SHAREHOLDERS’ MEETING RESOLUTIONS
54
55
56
57
Consolidated Balance Sheet
(Euro thousand)
31.12.2011
31.12.2010
Note
ASSETS
Non-current assets
Property, plant & equipment
115,821
111,315
(1)
40,657
39,967
(2)
Intangible assets
282
190
(3)
Equity investments
391
205
(4)
151
86
(5)
2,439
2,384
(6)
Goodwill
Other non-current assets
Deferred tax assets
Total non-current assets
159,741
154,147
Current assets
Inventories
53,423
45,829
(7)
Trade receivables
63,278
57,216
(8)
1,942
1,271
(9)
2,206
2,612
(10)
46,459
46,083
(11)
Other current assets
Tax receivables
Total current assets
167,308
153,011
TOTAL ASSETS
327,049
307,158
SHAREHOLDERS' EQUITY AND LIABILITIES
SHAREHOLDERS' EQUITY
Share capital
Reserves
8,000
34,136
8,000
35,122
Acquisition of treasury shares
(5,027)
(5,027)
Retained earnings
46,331
34,876
36,176
33,780
TOTAL GROUP NET EQUITY
MINORITY INTEREST NET EQUITY
TOTAL CONSOLIDATED NET EQUITY
118,316
2,786
121,102
108,051
(12)
--108,051
LIABILITIES
Non-Current liabilities
Provision for risks and charges
Post-employment benefits
Medium/long term loans
Other non-current liabilities
Deferred tax liabilities
Total non-current liabilities
Current liabilities
Bank payables and current portion
of medium/long term loans
Trade and other payables
Other current liabilities
Current income taxes
Total current liabilities
2,443
2,536
(13)
6,767
25,630
225
4,096
6,949
27,766
1
3,725
(14)
(15)
(16)
(17)
39,161
40,977
96,284
51,506
15,546
3,450
93,798
48,978
12,637
2,717
166,786
158,130
TOTAL LIABILITIES
205,947
199,107
TOTAL SHAREHOLDERS' EQUITY & LIAB.
327,049
307,158
58
(18)
(19)
(20)
(21)
Consolidated Income Statement
(Euro thousand)
2011
2010
Note
Net revenues
291,227
264,858
(22)
Services
(62,642)
(86,856)
(64,788)
(72,932)
(23)
(24)
Labour costs
(63,360)
(55,084)
(25)
(24,200)
(22,465)
(26)
(3,043)
(2,867)
(27)
3,980
2,254
(28)
55,106
48,976
Financial income
944
354
(29)
Financial charges
(2,726)
(1,671)
(30)
(499)
(2)
52,825
47,657
(17,780)
(13,877)
35,045
33,780
(169)
---
34,876
33,780
0.44
0.43
2011
2010
34,876
33,780
Difference translation foreign subsidiary fin. statements
(986)
34
Other profits/(losses), net of fiscal effect
(986)
34
33,890
33,814
Raw material, ancillary,
consumables and goods
Other operating expenses
Other operating income
Operating profit
Net exchange losses
Profit before taxes
Income taxes
Profit before minority interest
Profit attributable to minority interest
Group net profit
(31)
Earnings per share:
Basic earnings (and diluted) per share
Consolidated Comprehensive Income Statement
(Euro thousand)
Group net profit
Total comprehensive group profit
59
Consolidated Cash Flow Statement
2011
2010
34,876
33,780
169
24,200
141
156
688
(506)
(791)
--22,465
311
126
101
(276)
(74)
(A)
(3,991)
(634)
651
(4,411)
4,419
1,687
684
(235)
22,227
57,103
(6,464)
(53)
2,286
4,183
4,604
937
151
(116)
28,181
61,961
(B)
(258)
(27,521)
(186)
(3,220)
(6,219)
4,792
(32,612)
(284)
(40,632)
------4,915
(36,001)
1,490
9,952
(11,945)
(23,612)
20,339
--(10,413)
(19,126)
(C)
(24,115)
(9,200)
(A-B-C)
376
16,760
46,083
46,459
29,323
46,083
(Euro thousand)
CASH FLOW FROM OPERATING ACTIVITIES:
Group net profit
Adjustments to reconcile net profit with cash flow
generated from operating activities
Minority interest profit
Losses on disposal of property, plant and equipment
Doubtful debt provision
Change in deferred tax liabilities/assets
Change in post-employment benefit provisions
Net change in other provisions
Changes in operating assets and liabilities:
Trade receivables
Receivables for current taxes
Inventories
Other non-current assets and liabilities
Total adjustments and changes
Net cash flow generated from operating activities
CASH FLOW FROM INVESTING ACTIVITIES:
Investments in intangible assets
Investments in property, plant & equipment
Investments in equity investments
Payables to fixed asset suppliers
Acquisition investment in HSC net of liquidity
Sales price of property, plant & equipment
Net cash flow from investing activities
CASH FLOW FROM FINANCING ACTIVITIES:
Net change in short-term bank borrowings
New medium/long-term loans
Repayments of medium/long term loans
Dividends distributed
Net cash flow from financing activities
Net increase (decrease) in cash and cash equivalents
Cash & cash equivalents at beginning of year
Cash & cash equivalents at end of year
Additional information to the cash flow statement
(Euro thousand)
Interest paid
Income taxes paid
60
31.12.2011
2,203
448
31.12.2010
1,446
14,310
Statement of changes in shareholders’ equity
Euro thousand
Balance at Jauary 1, 2009
Share
Legal
Revaluation
Other
Translation
capital
Reserve
reserve
reserves
reserve
8.000
1.600
27.334
6.270
Capital
paid in
Treasury
Retained
Net
Total
Total
Total cons.
shares
earnings
profit
Group
min. Int
shareholders'
equity
(259)
---
(4.172)
17.080
33.671
shareholders´
shareholders´
equity
equity
89.524
---
89.524
Consolidated net profit
Other profits/(losses)
net of fiscal effect
---
---
---
---
---
---
---
---
27.770
27.770
---
27.770
---
---
---
---
(14)
---
---
---
---
(14)
---
(14)
Total comprehensive profit
---
---
---
---
(14)
---
---
Allocation of the result
---
---
---
---
---
---
---
33.671
Dividends
---
---
---
---
---
---
---
Capital contribution
---
---
---
---
---
157
Acquisition of treasury shares
---
---
---
---
---
---
8.000
1.600
27.334
6.270
(273)
157
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
Dividends
---
---
Balance at December 31, 2009
---
27.770
27.756
---
27.756
(33.671)
---
---
---
(23.219)
---
(23.219)
---
(23.219)
---
---
---
157
---
157
(855)
---
---
(855)
---
(855)
(5.027)
27.532
27.770
93.363
---
93.363
---
---
---
33.780
33.780
---
33.780
34
---
---
---
---
34
---
34
---
34
---
---
---
---
---
---
27.770
---
---
---
---
---
(19.126)
---
33.780
33.814
---
33.814
(27.770)
---
---
---
---
(19.126)
---
(19.126)
8.000
1.600
27.334
6.270
(239)
157
(5.027)
36.176
33.780
108.051
---
108.051
Consolidated net profit
---
---
---
---
---
---
---
---
34.876
34.876
169
35.045
---
---
---
---
(986)
---
---
---
---
(986)
(228)
(1.214)
---
---
---
---
(986)
---
---
---
34.876
33.890
(59)
33.831
Change in consolidation scope
---
---
---
---
---
---
---
---
---
---
2.845
2.845
---
---
---
---
---
---
---
33.780
(33.780)
---
---
---
Dividends
---
---
---
---
---
---
---
(23.612)
---
(23.612)
---
(23.612)
Other changes
---
---
---
---
---
---
---
(13)
---
(13)
---
(13)
8.000
1.600
27.334
6.270
(1.225)
157
(5.027)
46.331
34.876
118.316
2.786
121.102
61
Notes to the Consolidated Financial Statements
63
ACCOUNTING PRINCIPLES AND VALUATION CRITERIA
Zignago Vetro SpA is an Italian limited liability company and is domiciled at Fossalta di
Portogruaro via Ita Marzotto No. 8.
The publication of the financial statements of Zignago Vetro SpA was approved by the Board of
Directors on March 14, 2012.
Accounting standards
The consolidated Financial Statements for the years ended December 31, 2011 and 2010 of
Zignago Vetro SpA were prepared in accordance with International Financial Reporting Standards
(IFRS) approved by the European Union in force at the date of the preparation of the present
document.
The Consolidated financial statements include the financial statements of the Parent Company
Zignago Vetro S.p.A. and of the Italian and foreign companies in which Zignago Vetro has the
right to exercise, directly or indirectly, control, including jointly.
The Explanatory Notes include all the disclosures required by current regulations and accounting
standards, appropriately reported with reference to the financial statements.
The Consolidated Financial Statements, as for the Directors’ Report, is presented, for a better
understanding of the balance sheet and the income statement and the relative notes thereto, in
thousands of Euro unless otherwise indicated.
In order to render the financial data at December 31, 2011 and 2010 comparable, the consolidation
scope of the Zignago Vetro Group as at December 31, 2011 was as follows:
-
-
with the 100% line-by-line method,
- Verreries Brosse SAS and its subsidiary:
- Brosse USA Inc.
- Huta Szkła “Czechy” SA (with accounting effects as of March 3, 2011, date of
control).
- under the proportional line-by-line method for the shareholdings,
- Vetri Speciali Inc. (only for the 2010 Annual Accounts)
- Vetri SpecialiIberica S.L. (only for the 2010 Annual Accounts)
- Vetreco Srl
64
Declaration of conformity with IFRS international accounting standards
The consolidated financial statements as at and for the years ended December 31, 2011 and 2010
are presented in accordance with IFRS in force at these dates.
Change in Accounting Standards, amendments and interpretations not yet effective and not
adopted in advance
The accounting standards adopted at December 31, 2011 are in line with those utilised at
December 31, 2010, with the exception of the adoption of the following new and revised IFRS or
IFRIC standards which were applied for the first time by the Group from January 1, 2011. The
adoption of these revised standards and interpretations did not have any effect on the income
statement or balance sheet of the Company as they govern facts and situations not internally
relevant to the Company, but only relevant in terms of the presentation of the financial statements
and for disclosure purposes:
 IFRIC 14 - The limit of a defined benefit asset, minimum funding requirements and their
interaction





IAS 24 - Related party disclosures
IAS 32 Financial Instruments: presentation.
IFRS 3 -Business combinations
IFRS 7 Financial Instruments: disclosures
IAS 1 Presentation of Financial Statements
The following standards or interpretations already adopted by the European Union were also
issued by the IASB which the Company has not adopted in advance, but whose adoption will
be compulsory for the accounting periods which begin from January 1, 2011. The Company
will adopt the following principles when they enter into force:






IAS 1 Presentation of Financial Statements •
IAS 19 Employee Benefits
IAS 27 Separate Financial Statements
IAS 28 - Investments in associates
IFRS 12 Disclosure of interests in other entitles
IFRS 13 Fair Value measurement.
Consolidation scope and criteria
The principal consolidation principles adopted were as follows:
-
the elimination of the carrying value of the investment against the recording of the assets and
liabilities of the subsidiary according to the line-by-line method or the proportional
consolidation;
-
the recognition of any possible minority interest in net equity;
65
elimination of all intergroup transactions, consisting of payables and receivables, sales and
purchases, and unrealised profits and losses;
-
The financial statements of the Subsidiaries utilised for the preparation of the consolidated
financial statements are those approved by the respective Board of Directors which will be
presented to their respective shareholders’ meeting for approval. The reporting date of the
consolidated companies is the same as the parent company. The financial statements of the
consolidated companies are adjusted, where necessary, in line with the accounting principles
utilised by the Parent Company, which are in accordance with the IFRS adopted by the
European Union.
The assets and liabilities, charges and income of the companies consolidated under the line-by-line
method are fully included in the consolidated financial statements; the book value of the
investments is eliminated against the corresponding fraction of the net equity of the subsidiaries.
At the control acquisition date, the net equity of the consolidated companies is established
attributing to the individual assets and liabilities their current value. Any positive difference
between the acquisition cost and the fair value of the net assets acquired is recorded in the asset
account “Goodwill”; if negative, it is recognised to the income statement.
The share of the equity and of the result for the year relating to minority interests is recognised in
specific accounts in net equity and the income statement. In the case of full control not being
acquired the minority interest net equity is established based on the share of the current value
attributable to the assets and liabilities at the date of acquisition of control, excluding any
attributable goodwill (so-called partial goodwill method). Alternatively, in the case of full control
not being acquired, the entire amount of goodwill (negative goodwill) generated by the acquisition
is recorded considering therefore also the shareholding of minority interests (so-called full
goodwill method); they are expressed at their overall fair value including therefore the share of
goodwill (negative goodwill). The goodwill calculation method (negative goodwill) is chosen on a
case by case basis for each business combination.
With regard to holdings acquired subsequent to the acquisition of control (minority interest
acquisitions), any positive difference between the acquisition cost and the corresponding fraction
of net equity acquired is recognised to net equity; similarly the effects from the sale of the
minority share without loss of control are recognised to net equity.
If the acquisition value of the investments is above the pro-rata value of the net equity of the
investment, the positive difference is attributed, where possible, to the asset items, while the
residual is recorded in the account “Goodwill”. Goodwill is not amortised but is subject to
verification, at least annually, of an impairment test when events or changes occur indicating that
the carrying value can no longer be recovered. The goodwill is stated at cost net of any impairment
losses.
If the carrying value of the investments is lower than the share of the value of the net equity of the
investment, the negative difference is recorded in the income statement.
The Companies included in the Consolidated Financial Statements at December 31, 2011 are
shown in the following table:
66
Consolidated Companies
Registered office
(Euro)
Companies consolidated by the line-by-line
method:
-
Brosse USA Inc.
Huta Szkla « Czechy » S.A. (HSC SA)
Fossalta di Portogruaro (VE)
Vieux-Rouen-sur-Bresle
(France)
New Jersey (U.S.A.)
Varsavia (Poland)
Share capital
(in local
currency)
Percentage
holding
of the Group
8,000,000
---
4,000,000
USD 10,000
PLN
3,594,000
100.00%
100.00%
78.98%
Companies consolidated under the
proportional method:
Vetri Speciali SpA
Trento (TN)
10,062,400
50%
Vetreco Srl
Latina (LT)
400,000
30%
The consolidation scope changed in 2011 - as outlined on page 9.
Translation of financial statements in currencies other than the Euro
The rules for the translation of financial statements of Companies which operate in a currency
other than the Euro are the following:
- the assets and the liabilities were translated using the exchange rate at the balance sheet date;
- the costs and revenues, and income and charges, were translated using the average exchange
rate for the year;
- the “Translation reserve” includes both the foreign exchange differences generated from the
translation of foreign currency transactions at a rate different than at the balance sheet date
and those generated from the translation of the opening shareholders’ equity at a different rate
than that at the balance sheet date.
- goodwill related to the acquisition of a foreign entity and treated as assets and liabilities of the
foreign entity at the balance sheet date.
The exchange rates applied are reported in the following table – those published by the Italian
Exchange Office:
Currency
USD
PLN
at December 31
1.2939
4.458
Exchange rate 2011
annual average
1.3924
4.122
Accounting principles
67
The present Financial Statements of the Zignago Vetro Group for the year ended December 31,
2011 were prepared under the historical cost convention, except for investments in financial assets
and in derivative instruments, which are recorded at fair value.
The Consolidated Financial Statements were prepared on the going concern basis, which is
considered to have been largely satisfied. For further information, reference should be made to the
Directors’ Report.
Property, plant & equipment are recognised at historical cost, including directly allocated
accessory costs and those necessary for bringing the asset to the condition for which it was
acquired. Land, both constructible and relating to civil and industrial buildings, is generally
accounted for separately and is not depreciated in that it has an unlimited useful life. Maintenance
and repair expenses, which do not increase the value and/or extend the residual useful life of the
asset are expensed in the year in which they are incurred; where they increase the value and/or
extend the residual life of the assets, they are capitalised.
Tangible assets are presented net of accumulated depreciation and any losses in value, calculated
as described below. Depreciation is calculated on a straight-line basis according to the estimated
useful life of the asset; the useful life is reviewed annually, and any changes (if necessary) are
made on the basis of the new estimate.
The principal depreciation rates applied are as follows:
Category
Depreciation rate
Industrial buildings
1% -5.5%
General plant and machinery
4%-10%
Specific plant and machinery
8%-15%
Equipment (moulds)
40% - 100%
Kilns and related equipment
11% - 22%
Office furniture and fittings
12%
EDP
20%
Commercial equipment and furnishings
15%
Internal communication systems
25%
Motor vehicles
25%
The book value of tangible assets is tested to ascertain possible losses in value if events or
circumstances indicate that the book value cannot be recovered. If there is an indication of this
type and in the case where the carrying value exceeds the realisable value, the assets must be
written down to their realisable value. The realisable value of the property, plant and equipment is
the higher between the net sales price (equal value) and the value in use.
The losses in value are recognised in the income statement. Such losses are restated when the
reasons for their write-down no longer exist. At the time of sale, or when there are no expected future
68
economic benefits from the use of an asset, it is eliminated from the financial statements and any loss
or profit (calculated as the difference between sale’s price and book value) is charged to the income
statement in the year of its elimination.
Leased assets
The assets acquired through finance lease contracts, which transfer the majority of the risks and
benefits related to the ownership of an asset to the Group, are capitalised among property, plant
and equipment at the commencement of the lease at the fair value of the leased assets or, if lower,
at the current value of the minimum lease payments. A payable is recorded under liabilities for a
similar amount, which is progressively reduced based on the repayment of the capital portion
included in the contractual instalments.
Lease instalments are allocated to principal and interest to obtain application of a constant interest
rate on the balance of the debt (principal). Financial expenses are charged to the income statement.
The depreciation of these assets is calculated based on the economic useful life similar to the other
tangible fixed assets.
Leases in which the lessor substantially retains all of the typical risks and rewards of ownership
are classified as operative.
The initial costs incurred on operating leasing contracts are considered increases in the cost of the
asset leased and are recorded over the duration of the lease contract against the revenues generated
from the lease.
Operative lease instalments are charged to the income statement over the duration of the lease
contract.
69
Goodwill
Goodwill deriving from the acquisition of subsidiaries is initially recorded at cost, and represents
the surplus of acquisition cost compared to the purchaser’s quota of net fair value with respect to
identifiable values of the assets and liabilities acquired, current and potential. After initial
recognition, goodwill is not amortised and is decreased in the case of any permanent impairment
in value.
This loss is not restated if the elements that generated it no longer exist.
Goodwill is subject to a recoverability (impairment) analysis conducted annually or at shorter
intervals in case of events or changes that could result in possible losses in value.
On the first-time adoption of IFRS, the Group has chosen not to apply IFRS 3 - Business
Combinations in retrospective manner for the acquisition of companies prior to January 1, 2004 consequently, the possible goodwill generated on the acquisitions prior to the transition date to
IFRS was maintained at the previous value determined in accordance with Italian GAAP, with the
prior verification and recording of any loss in value.
Intangible assets
The intangible assets with definite lives are subject to verification of any loss in value when events
or changes occur indicating that the carrying value can no longer be recovered.
Intangible assets acquired separately are recorded under assets at purchase price including
incidental costs directly attributable to the asset.
After their initial recognition, intangible assets with definite useful lives are recognised net of the
relative accumulated amortisation and any permanent impairment in value, determined in the same
manner as that for tangible assets.
The useful life is reviewed on an annual basis and any changes, where necessary, are made in
accordance with future estimates.
The average amortisation rates of intangible fixed assets with definite useful life were as follows:
Category
Rate
Concessions, licences and trademarks
8.33% -20% - 33.33%
The intangible assets with definite lives are subject to verification of any loss in value when events
or changes occur indicating that the carrying value can no longer be recovered.
The Group does not hold intangible assets with indefinite useful lives.
The gains and losses deriving from the disposal of intangible assets are determined as the
difference between the value of disposal and the carrying value of the asset and are recorded in the
income statement at the moment of the disposal.
Research and development costs
Research costs are recognised in the income statement in the year in which they are incurred. The
development costs incurred in relation to a specific project are capitalised only when the Group
70
can demonstrate the technical possibility to complete the intangible asset in order to make it
available for use or sale, its intention to complete this asset for use or sale, the manner in which it
will generate probable future economic benefits, the availability of technical, financial and other
resources in order to complete the development and its capacity to evaluate in a reliable manner
the cost attributable to the activity during its development and the existence of a market for the
products and services deriving from the activities or their use for internal purposes.
Impairment
At each half-year and year-end financial statements, the Group assesses for the existence of
indicators of loss in value of the intangible assets with definite useful lives, of tangible assets and
of finance lease assets. Where such indicators arise, an impairment test is made.
Goodwill is subject to an impairment test, independently of the existence of any indicators of loss
in value.
In both cases, an annual verification of the carrying value of the goodwill and of the intangible
assets with indefinite useful life is carried out, or of the tangible fixed assets and intangible assets
with definite useful life; in the presence of indicators of loss in value, the Group makes an estimate
of the recoverable value. The recoverable value is the higher between the fair value of an asset or a
cash generating unit less costs to sell and its value in use and is determined for each asset, except
when the asset does not generate cash flows which are sufficiently independent from those
generated from other assets or groups of assets, in which case the Group estimates the recoverable
value of the unit generating the cash flows of the asset to which it belongs. In particular, as the
goodwill does not generate cash flows independent from other assets or group of assets, the
verification for the reduction in value relates to the unit or the group of units to which the goodwill
was allocated.
In the determination of the value in use, the estimated future cash flows are discounted by the
Group at a pre-tax rate that reflects the market assessment of the time value of money and the risks
specific to the asset.
For the purposes of the estimate of the value in use of the future revenue streams, the business
plans approved by Management are used, which constitute the best estimate made by the Group on
the expected economic conditions in the period of the plan. The projections of the plan normally
cover a period of three years; the long term growth rate utilised for the purposes of the estimate of
the terminal value of the asset or of the unit is normally lower than the average long term growth
rate of the sector, of the country or of the market and, if appropriate, may amount to zero or may
even be negative. Future cash flows shall be estimated taking account of its current condition. The
estimates therefore does not consider the benefits deriving from the future restructurings for which
the Company has not committed any future improvements or optimisation of the assets or of the
unit.
If the book value of an asset or the unit generating cash flows is higher than its recoverable value,
this asset has incurred a loss in value and is consequently written down to the recoverable value.
The losses in value incurred by operating assets are recorded in the income statement in the
category of costs relating to those assets. At each balance sheet date, the Group evaluates, in
addition, the existence of indicators of a decrease in the loss of value previously recorded and,
where these indicators exist, makes a new estimate of the recoverable value. The value of an asset
71
previously written down, except for goodwill, may be restated only if there have been changes in
the estimates used to determine the recoverable value of the asset after the last recording of a loss
in value. In this case, the book value of the asset is recorded at the recoverable value, with the
restated value not exceeding the book value which would have been determined, after
depreciation, if no loss in value had been recorded in previous years. Each revaluation is recorded
as income in the income statement; after the recording of the amount restated, the depreciation of
the asset is adjusted in future years, in order to record the adjusted book value, net of any residual
value, over the useful life of the asset.
The value of the goodwill previously written down may not be restated.
Equity Investments
The investments in companies not consolidated which represent long term investments are
recorded under fixed assets and measured at cost if the holding is less than 20% or under the
equity method if the holding is between 20% and 50%.
The relative value recorded in the financial statements is determined based on the purchase price
or subscription or value attributed on assets conferred, including possible accessory charges. The
cost is reduced for any permanent impairment in value. The original value is restated in future
years when the reasons for the write-down no longer exist.
Inventories
Inventories are stated at the lower of purchase and/or production cost, determined by the weighted
average cost method and the net realisable value or substitution cost. The net realisable value is
determined based on the estimated selling price in normal market conditions, net of direct sales
costs.
Obsolete and/or slow-moving inventories are written down in relation to their presumed utilisation
or future realisable value. The write-downs made are restored in future years should the reason for
the write-down no longer exist.
72
Trade receivables
The trade receivables, which mature within the normal commercial terms, are recognised at cost
(identified by their nominal value) net of the relative loss in value. They are adjusted to their
realisable value through the recording of a specific provision, which is created when there is
evidence that the Group will not be able to collect the receivable for the original value.
The trade receivables, which mature beyond the normal commercial terms, are discounted in order
to separately consider the implied financial component.
This includes the balances and those values which are available on demand at short notice,
certain in nature and with no payment expenses.
Treasury shares
Treasury shares are recorded as a reduction of shareholders’ equity based on the relative
acquisition cost. No profit or loss is recorded to the income statement on the acquisition, sale or
cancellation of treasury shares. Any difference between the book value and the amount paid is
recorded in other capital reserves.
Provisions for risks and charges
Provisions for risks and charges relate to costs and expenses of a defined nature and of certain or
probable existence whose amount or date of occurrence are uncertain at the balance sheet date.
The provisions are recorded when a legal or implicit current obligation exists that derives from a
past event and a payment of resources is probable to satisfy the obligation and the amount of this
payment can be reliably estimated. Provisions are recorded at the value representing the best
estimate of the amount that the Company would pay to discharge the obligation or to transfer it to
a third party at the balance sheet date. If the effect of discounting is significant, the provisions are
calculated by discounting the expected future cash flows at a pre-tax discount rate which reflects
the current market assessment of the time value of money. Where discounting is applied, the
increase in the provision due to the passage of time is recognised as an interest expense.
73
Gas emissions - Green certificates
The Group receives free gas emission rights in Italy under the European Emission Trading
Schemes. The rights are conferred annually and in exchange the Group must offset the emissions
made. The Group has adopted a policy which provides for the recording of the net liabilities
relating to the emission rights granted. Therefore, a provision is recorded only when the effective
emissions exceed the emission rights granted and still available. The costs related to the emissions
are recorded under other operating costs. When the emission rights are acquired from other
parties, they are recorded at cost and treated as repayment rights and therefore recorded as
emission liabilities and re-valued at fair value, with the recognition to the income statement of the
changes in fair value.
Post-employment benefits
The benefits guaranteed to employees paid on the termination of employment (Employee leaving
indemnity) or other long-term benefits are recognised in the period the right matures.
The liability for defined benefit plans, net of any plan assets, is calculated on the basis of actuarial
assumptions and is recorded by the accrual method consistent with the years of employment necessary
to obtain such benefits. The liability is calculated by independent actuaries utilising the projected unit
credit method. The gains and losses deriving from the actuarial calculation are recorded in the
income statement as cost or income, without utilising the corridor method.
The amount not only reflects the payables matured at the balance sheet date but also the related
statistical data.
The medium-long term loans are initially recognised at fair value, net of the transaction costs
sustained. After initial recognition, the financial liabilities shall be measured at amortised cost
using the original effective interest rate, which is the rate that renders equal, on the initial
recognition, the current cash flow value and the initial recognition value (amortised cost method).
74
Derivative financial instruments
The Group holds financial derivatives in order to cover its exposure to interest rate risk regarding
specific liabilities. In line with the strategy chosen, the Group does not carry out operations and
derivatives for speculative purposes. However, in the case where these operations may not be
accounted for as hedging operations, they are recorded as speculative operations.
The derivatives are classified as hedging instruments when the relation between the derivative and
the hedged item is formally documented and the effectiveness of the hedge, periodically verified,
is high. When the hedged derivatives cover the risk of change of the fair value of the instruments
hedged (fair value hedge; e.g. hedge in the variability of the fair value of asset/liabilities at fixed
rate), these are recorded at fair value through the income statement; therefore, the hedging
instruments are adjusted to reflect the changes in fair value associated to the risk covered. When
the derivatives hedge the risk of changes in the cash flows of the hedge instrument (cash flow
hedge; e.g. coverage of changes in cash flow of asset/liabilities at variable interest rate due to
changes in the interest rates), the changes in the fair value are initially recognised under equity and
subsequently through the income statement in line with the economic effects produced from the
operation hedged.
The changes in the fair value of the derivatives, which do not satisfy the conditions for hedge
accounting, are recorded through the income statement.
Trade payables
The trade payables, which mature within the normal commercial terms, are not discounted and are
recognised at amortised cost (identified by their nominal value).
The payables in foreign currencies are recorded at the transaction exchange rate and, subsequently,
translated at the year-end rate. The gains and losses deriving from the conversion are recorded in
the income statement. The other liabilities are recorded at cost (identified as nominal value).
The other current liabilities are recorded at their nominal value.
Revenues and costs
Revenues and costs are accounted for on an accrual basis. Revenues and incomes are recorded at
fair value, net of returns, discounts and premiums. Revenues from the sale of products are
recognised at the moment of the transfer of ownership which generally coincides with the
shipment of the goods and which transfers all the risks and benefits connected to the products sold.
Grants
Grants from public bodies are recorded at fair value when there is a reasonable certainty that they
will be received and that the conditions required to obtain them will be satisfied. When the grants
75
relate to cost components, they are recognised as revenues and are recognised over the periods in
proportion to the costs to which they refer. Grants received for specific assets or development
assets whose value is recorded in fixed assets are recognised as a direct reduction of such fixed
assets.
Operating grants (provided for immediate financial aid) are fully recognised to the income
statement at the moment in which they satisfy the conditions for their recognition.
Financial income and charges
Financial income and expenses are recorded on an accruals basis on the interest matured on the net
value of the relative financial assets and liabilities and utilising the effective interest rate.
Dividends
Dividends are recorded when the shareholders have the right to receive them.
Income taxes
The income taxes for the year are calculated based on the fiscal charge in accordance with current
fiscal legislation. The provisions for current income taxes are recorded in the balance sheet net of
payments on account and withholding taxes. Deferred tax assets and liabilities are calculated on
temporary differences between the values recorded in the financial statements and the
corresponding values recognised for fiscal purposes, except goodwill deriving from business
combinations. Deferred tax assets are recorded only when their future recovery is probable - that it
to say that is expected that sufficient tax profits will be attained by them to allow their recovery while the deferred tax liabilities are not recorded where the relative payable is improbable.
Deferred tax assets and liabilities are determined with the tax rates that are expected to be applied,
in accordance with the regulations of the countries in which the Group operates, in the years in
which the temporary differences will be realised or settled. In accordance with IAS 12, the Group
records deferred tax liabilities on the suspended taxes in the net equity reserve, only where these
reserves are not considered by Management to be permanently acquired by the Group and when it
is not probable that the realisation will result in a fiscal liability.
Foreign currency transactions
The functional and presentation currency adopted by the Zignago Vetro Group is the Euro. The
transactions in currencies other than the Euro are recognised, initially, at the exchange rate at the
date of the transaction. The monetary assets and liabilities in foreign currencies other than the Euro
are translated to the operating currency at the exchange rate at the balance sheet date.
The non-monetary accounts measured at historical cost in foreign currencies are translated using
the exchange rate at the date of initial recognition of the operation.
The non-monetary accounts recorded at fair value are translated using the exchange rate at the
date the value was determined.
76
Earnings per share
The basic earnings per share is calculated by dividing the consolidated net profit for the year
attributable to the Company’s shareholders by the weighted average number of ordinary shares
outstanding during the year.
In order to calculate the diluted earnings per share, the average weighted number of shares
outstanding is adjusted assuming the conversion of all shares with potential dilution effect. The
Group’s net result is also adjusted to account for the effects of conversion, net of taxes.
Use of estimates
The preparation of the financial statements and the relative notes in application of IFRS require
that Management make estimates and assumptions on the values of the assets and liabilities in the
financial statements and on the disclosures relating to the assets and contingent liabilities at the
balance sheet date. The actual results could differ from those estimated. The estimates are used to
value the provisions for risk on receivables, inventory obsolescence, depreciation and
amortisation, valuations of assets, employee benefits, income taxes, other provisions and funds.
The estimates and assumptions are reviewed periodically and the effects of all variations are
immediately recognised in the income statement.
Management of risks
The company will continue to prudently manage risks in all departments with careful monitoring
in order to identify, reduce and eliminate such risk, therefore extensively protecting shareholder
interests.
77
Hedging policies of risks relating to the fluctuation of exchange rates
Group companies undertake transactions in currencies other than the functional currency of the
Group. Where these transactions are significant, the Group Companies assesses the possibility of
undertaking exchange risk hedges in order to mitigate these fluctuations.
Hedging policies of risks connected to interest rate fluctuations
The companies of the Group are exposed to the risk of fluctuations in interest rates principally in
relation to the medium-long term debt. Where these risks are considered as significant, the
Companies of the Group undertake interest rate swaps in order to convert the variable rate of the
medium-long term loans into fixed rates, which permits a reduction of the impact deriving from
the fluctuations in the interest rates.
Hedging policies of risks related to the fluctuation in energy prices
The Group Companies are exposed to the risk of fluctuation in energy costs, which comprise a
significant cost component in the glass sector. Where this risk is considered by the Group as
significant, hedging operations may be undertaken in order to convert the variable cost into a fixed
cost, which reduces the impact of fluctuations. As previously mentioned, the risks related to
energy price movements affecting Zignago Vetro SpA are significantly reduced following the
entry into production of the natural biomass electricity plant of Zignago Power Srl, a company
wholly owned by Zignago Holding SpA, at Fossalta di Portogruaro.
Credit and country risk
The credit risk represents the exposure of the Group to potential losses deriving from the non
compliance with obligations by trading partners; this activity is subject to ongoing monitoring
within the normal management of business operations. The Group Companies constantly evaluate
political, social and economic risks in the areas in which they operate. No significant cases of non
fulfilment by trading partners have occurred and no significant credit risk by individual area
and/or client exists.
The trading partner credit risk is minimised through insurance instruments to protect against client
insolvency or risks concerning the economic system in which the client operates.
78
COMMENTS ON THE PRINCIPAL BALANCE SHEET ACCOUNTS
31.12.2011
31.12.2010
NON-CURRENT ASSETS
(Euro thousands)
159,741
154,147
1 – Property, plant and equipment
(Euro thousands)
115,821
111,315
The table below shows the historical cost, depreciation provisions and net values of tangible fixed
assets in the two years:
Balance at 31.12.2011
(Euro thousands)
Historical
Accumulated
Net
Historical
Accumulated
Net
Cost
Depreciation
Value
Cost
Depreciation
Value
Land and buildings
61,699
(32,929)
28,770
50,908
(27,172)
23,736
Plant & machinery
266,671
(199,000)
67,671
241,873
(173,166)
68,707
74,087
(66,719)
7,368
70,725
(63,767)
6,958
5,842
(4,582)
1,260
4,491
(3,750)
741
10,752
---
10,752
11,173
---
11,173
419,051
(303,230)
115,821
379,170
(267,855)
111,315
Commercial and
industrial equipment
Other assets
Assets in prog. &
advances
Total
The table below shows the movements in property, plant and equipment in 2011.
(Euro thousand)
Balance at
1.1.2011
HSC SA
contrib.
Acquisitions
and
capitalisations
Decreases
Depreciation
Exchange
differences
Balance at
31.12.11
Land and buildings
23 736
2 449
4 900
---
(2 138)
(177)
28 770
Plant & machinery
68 707
4 192
11 513
(369)
(15 906)
(466)
67 671
6 958
297
10 308
(4 568)
(5 606)
(21)
7 368
741
155
759
---
(384)
(11)
1 260
11 173
3
1 855
(2 279)
---
---
10 752
111 315
7 096
29 335
(7 216)
(24 034)
(675)
115 821
Commercial and
Other assets
Assets in prog. &
advances
Total
79
The table below shows the movements in property, plant and equipment in 2010:
(Euro thousand)
Land and buildings
Plant & machinery
Commercial and
Other assets
Assets in prog. &
advances
Total
Balance at
01.01.2010
Acquisitions and
capitalisations
Decreases
Depreciation
Balance at
31.12.2010
23,896
62,392
1,812
21,432
--(513)
(1,972)
(14,604)
23,736
68,707
7,349
9,606
(4,543)
(5,454)
6,958
655
393
(2)
(305)
741
3,516
9,939
(2,282)
---
11,173
97,808
43,182
(7,340)
(22,335)
111,315
Land and buildings
The table below shows the value of buildings recorded in accordance with the finance method
(with indication of the value of the building and any improvements), and the value of the buildings
owned for the year 2011:
Balance at
01.01.2011
HSC SA
cont.
Increases
Depreciation
Change
differences
Balance
31.12.11
3,356
---
118
(317)
---
3,157
801
---
51
(67)
---
785
4,157
---
169
(384)
---
3,942
Total buildings owned
19,579
2,449
4,731
(1,754)
(177)
24,828
Total land and buildings
23,736
2,449
4,900
(2,138)
(177)
28,770
(Euro thousand)
Value of rental contract
Improve. of leased assets
Total fixed assets in leasing
This account at December 31, 2011 amounts to Euro 28,770 thousand and at December 31, 2010
amounted to Euro 23,736 thousand.
The increases in 2011 principally refer to the purchase of warehouse industrial buildings of
Zignago Vetro SpA and of Vetri Speciali SpA, in addition to restoration and restructuring.
Depreciation in the year amounted to Euro 2,138 thousand and to Euro 1,972 thousand in 2010.
80
Plant and machinery
The balance at December 31, 2011 was Euro 67,671 thousand compared to Euro 68,707 thousand
at December 31, 2010.
The increases in 2011, totalling Euro 11,513 thousand, refer for Euro 7,182 thousand to Verreries
Brosse for a new production line and the replacement of plant.
Depreciation amounted to Euro 15,906 thousand in 2011, compared to Euro 14,604 thousand in
2010.
Commercial and industrial equipment
The balance at December 31, 2011 was Euro 7,368 thousand compared to Euro 6,958 thousand at
December 31, 2010.
The increases in 2011, amounting to Euro 10,308 thousand, refer to the renewal of equipment, in
particular moulds and pallets.
The decreases in 2011 amounted to Euro 4,568 thousand and relate principally to the sale of
moulds and pallets no longer utilised.
Other assets
This account at December 31, 2011 amounts to Euro 1,260 thousand and at December 31, 2010
amounted to Euro 741 thousand.
Assets in progress and advances
The balance at December 31, 2010 was Euro 10,752 thousand compared to Euro 11,173 thousand
at December 31, 2010.
Work in progress refers mainly to the purchase of materials and plant for the refurbishment of a
furnace with associated production lines by Zignago Vetro SpA.
2 - Goodwill
(Euro thousands)
31.12.2011
31.12.2010
40,657
39,967
Euro 40,657 thousand recorded as goodwill refers to the higher value paid on acquisition, by Vetri
Speciali SpA, of industries operating in the specialty glass sector in 2004 for Euro 39,967
thousand and the acquisition in the year of HSC SA for Euro 772 thousand.
The Financial Statements of Huta Szkła “Czechy” SA were consolidated from the date of
acquisition of control, established as the acquisition contract signing date of March 3, 2011. The
fair value of the identifiable assets and liabilities at the acquisition date, as established by IFRS 3
revised, were as follows:
81
Assets recognised on
acquisition
Liabilities recognised on acquisition
Non-current assets
Deferred tax assets
Total non-current assets
Non-current liabilities
7,096
31
372
7,499
Current Assets
Inventories
Trade receivables
Tax receivables
Provisions for risks and charges
264
Post-employment benefit provisions
484
322
Deferred tax liabilities
274
Total Non-current liabilities
Current liabilities
3,183
Bank payables and current portion of
2,227
medium/long term loans
996
37
1,329
1,222
245
Current income tax payables
Current Assets
Total Assets
Net financial position
acquired
Acquisition price
Other acquisition costs
1,344
49
1,375
7,067
14,566
Total Current liabilities
3,596
Total Liabilities
4,940
1,375
7,553
41
Net equity acquired
Minority Interest Net Equity
Acquisition price
Acquisition price
6,219
Goodwill
9,626
(2,845)
7,553
41
Net Cash Flow
of Aquisition
772
The total acquisition cost of Euro 7.6 million is partially comprised of a cash payment of Euro 6.6
million and in part by the recording of a payable recognised by the parent company Zignago Vetro
SpA for Euro 1 million, guaranteed by a restricted current account.
Business combinations are recorded in accordance with the purchase method. The acquisition cost
is calculated as the total of the consideration at the date of acquisition and the value of any
minority equity holding, valued at the fair value of the net assets to which it refers.
Goodwill is initially valued at cost calculated as the difference between the sum of the amount
paid and the amount recognised for the minority interest holdings compared to the identifiable
assets acquired and liabilities assumed by the Group. In particular the net assets acquired total
Euro 9,626 thousand, the minority holding amounts to Euro 2,845 thousand and the acquisition
cost, net of charges, amounts to Euro 7,553 thousand. Goodwill of Euro 772 thousand is
attributable. In addition the net financial position at the acquisition date was a cash position of
Euro 57 thousand.
Consideration was made in cash for Euro 6,550 thousand with the remaining part to be settled by
the parent company Zignago Vetro S.p.A. by December 31, 2012. The residual payable at
December 31, 2011 amounts to Euro 948 thousand due to the exchange rate effect and is guaranteed
82
by a restricted current account.
The decrease in the year due to exchange rate adjustments concerning the goodwill relating to
assets in currencies other than the Euro of Euro 82 thousand
The value of the goodwill was subject to an impairment test. The impairment test, calculated on
the basis of the expected revenue streams attributable to the two cash-generating units of “Vetri
Speciali SpA” and HSC SA, did not indicate the necessity to undertake any write-down.
Impairment
At December 31, 2011 and 2010, the Group had not recorded any intangible assets at indefinite
useful life, with the exception of Goodwill. During the two years analysed, no indicators emerged
to require the Group to extend the impairment test to the intangible assets with definite useful
lives. The Goodwill was subject to an impairment test in order to evaluate the appropriateness of
its carrying value.
The following assumptions were utilised in the impairment test:

the goodwill was allocated to the Cash Generating Units as an intangible asset not
independently producing future economic benefits;

the financial data is taken from the 2012-2015 business plans prepared by Vetri Speciali
SpA;

in order to identify the revenue streams, Ebitda was considered net of investments and
changes in net working capital.
In particular, the cash flow of 2014, utilised as a constant value to obtain the “terminal
value”, was obtained assuming that the value of the investments were equal to the value
of depreciation;

the cash flows were discounted to WACC, determined using the following assumptions:
o risk free: 6.66;
o
beta: 0.629;
o
risk premium (country risk): 5%;
o
debt/equity ratio: taken from the data of the Company at 31/12/2011;

the terminal value was determined considering the same cash flows of 2015 constant for 9
years and discounting these amounts. The growth rate “g” was prudently assumed to be
equal to zero;

to determine the recoverable value, reference was made to the value in use.
The impairment test did not indicate the necessity to record a write-down in the value of goodwill.
83
The parameters utilised for the impairment test were extensively considered by the Group in light
of the current turbulence on the financial markets.
The sensitivity analysis which increased the discount rate (WACC) by 1% did not affect the
conclusions reached.
3 - Intangible assets
31.12.2011
31.12.2010
282
190
(Euro thousands)
The following tables show the movements in intangible assets in the years considered:
(Euro thousand)
Balance at
01.01.2011
Conc., licenses, trade marks & similar
rights
190
Decreases
258
Amortisation
---
(Euro thousand)
Conc., licenses,
trade marks &
similar rights
Purchases
(166)
Balance at
31.12.2011
282
Historical
Accumulated
Net
Historical
Accumulated
Net
Costs
amortisation
value
Costs
amortisation
value
1,301
(1,019)
282
1,114
(924)
190
The account principally refers to costs incurred for the purchase of long-term application software,
used for operational management.
84
4 – Investments (Euro thousands)
31.12.2011
31.12.2010
391
205
The table below shows the composition, unchanged in the year, of investments in other companies
for the years ended December 31, 2011 and 2010:
(Euro thousand)
Balance at
31.12.2011
Balance at
31.12.2010
La Vecchia Scarl
349
163
Consorzio Nazionale Imballaggi (CONAI)
11
11
Energetico (A.I.C.E.)
12
12
Vega - Parco Tecnologico
6
6
Consorzio Recupero Vetro (CO.RE.VE.)
9
9
Other
4
4
Total
391
205
During the year Zignago Vetro SpA increased its holding from 12% to 25% in La Vecchia Scarl,
based on a reassessment of the utilisation of the consortium services provided. La Vecchia Scarl
undertakes the management of the wastewater and treatment purification plant for primary water,
with headquarters in Fossalta di Portogruaro.
5 - Other non-current assets
(Euro thousands)
31.12.2011
31.12.2010
151
86
The account includes receivables for deposits provided to suppliers and for leased premises, the
duration of which correlates to that of the contract, normally between one and five years.
85
31.12.2011
31.12.2010
2,439
2,384
6 – Deferred tax assets (Euro thousands)
The table below shows the composition of the deferred tax assets:
(Euro thousand)
Doubtful debt provision not deductible
Amount
Tax
of
Effect
Amount
Tax
of
Effect
temporary
temporary
difference
difference
2,619
723
2,614
721
Agents' supplementary indemnity provision
400
101
416
119
Provision for industrial risks
963
261
650
203
103
29
80
22
1,296
370
799
266
Inventory provision
889
200
230
64
Provision for emission trading risks
123
39
503
158
Intercompany profit on inventories
71
22
35
11
Depreciation deductible in future years
540
102
5
1
Costs deductible in future years
758
192
650
200
Tax losses carried forward
687
229
1,348
449
Uniform accounting principles
386
121
471
148
50
---
Provision for contractual risks
Pension fund
Other
Total
---
2,439
22
2,384
The Companies of the Group recorded deferred tax assets considering that the future assessable
amounts will absorb all the temporary differences (including the consolidation adjustments). For
the calculation of the deferred tax assets, reference was made to the IRES income tax rate of
27.50% and the IRAP regional income tax rate of 3.90% (for Vetri Speciali SpA an IRAP rate was
used of 3.40%).
The deferred tax assets principally refer to risk provisions, the doubtful debt provisions, the
pension indemnity provision and costs deductible in future years.
86
Movements during the years of deferred tax assets are as follows:
(Euro thousands)
2,716
Utilisations
(562)
Increases
230
(332)
2,384
Contribution for purchase of HSC SA
372
Utilisations
(605)
Increases
288
55
2,439
31.12.2011
31.12.2010
CURRENT ASSETS
(Euro thousands)
167,308
153,011
7 - Inventories
(Euro thousands)
53,423
45,829
The table below shows the composition of inventories:
Balance at
Balance at
31.12.2011
31.12.2010
Raw materials, ancillary and consumables
9,709
7,678
Work-in-progress and semi-finished products
5,717
4,638
(Euro thousand)
Finished products
40,760
35,374
Inventory provision
(2,763)
(1,861)
Total
53,423
45,829
The increase (16.6%) is related to the planned increase in activity volumes.
The movement during the year in the inventory obsolescence provision is as follows:
(Euro thousand)
1,275
Increases
586
1,861
592
Increases
310
586
902
2,763
87
31.12.2011
31.12.2010
63,278
57,216
8 - Trade receivables (Euro thousands)
The table below illustrates the trade receivables and the relative doubtful debt provision:
(Euro thousands)
Balance at
Balance at
31.12.2011
31.12.2010
Trade receivables - Italy
32,105
30,875
Trade receivables - foreign
19,216
17,693
Bills receivables
15,768
12,420
(3,811)
(3,772)
Total
63,278
57,216
The increase in trade receivables is due to increased revenues and a shift in timing.
The table below shows the breakdown of trade receivables by geographic area:
Balance at
Balance at
31.12.2011
31.12.2010
Italy
44,468
39,495
E.U.
16,072
14,431
2,738
3,290
63,278
57,216
(Euro thousand)
Other countries
Total
At December 31, 2011 and 2010 the overdue trade receivables, but not individually written down
were as follows:
(Euro thousand)
Not overdue
< 30 days
30 - 60
60 - 90
days
days
beyond
Total
2011
51,883
8,884
2,999
499
649
64,914
2010
47,847
6,964
2,621
502
751
58,685
The largest part of the receivables of Zignago Vetro SpA, representing 62.1% of the Group
receivables, is covered by insurance policies. The Group does not have significant concentrations
of credit risk at the balance sheet date.
The trade receivables are non-interest bearing and are payable within 60 days.
88
The movement during the year in the doubtful debt provision is as follows:
(Euro thousand)
Individual
Collective
write-downs
write-downs
January 1, 2010
Reclaassifications
Provisions
Utilisations
At December 31, 2010
Total
2,368
1,331
(36)
36
---
24
102
126
(53)
---
(53)
2,303
1,469
3,772
3,699
160
---
160
Reclaassifications
(27)
27
---
Provisions
29
140
169
Utilisations
(290)
---
(290)
At December 31, 2011
2,175
1,636
3,811
The doubtful debt provision, taking into account the insurance policies, increased in the period by
Euro 169 thousand against risk positions arising in the year and previous years.
9 - Other current assets
(Euro thousands)
31.12.2011
31.12.2010
1,942
1,271
The table below shows the composition of “Other current assets”:
(Euro thousand)
Balance at
Balance at
31.12.2011
31.12.2010
Advances to social security institutions and receivables
from employees and agents
Advances to suppliers
Other receivables
41
59
266
65
791
493
1,098
617
- interest on bank deposits
101
10
- services
180
276
- insurance premiums
310
297
- services
253
71
844
654
1,942
1,271
sub)
Accrued income for:
Prepayments:
sub)
Total
89
10 - Income tax receivables
31.12.2011
31.12.2010
2,206
2,612
(Euro thousands)
The table below shows the breakdown of current income tax receivables:
(Euro thousand)
Balance at
Balance at
31.12.2011
31.12.2010
1 848
1 321
314
1 289
VAT receivables
Income taxes
Customs Agency
Total
44
2
2 206
2 612
The income tax receivable refers to payments on account made in the year and above the actual
amount due at the year-end.
31.12.2011
31.12.2010
46.459
46.083
11 - Cash and cash equivalents (Euro thousands)
The table below shows the composition of cash and cash equivalents:
(Euro thousand)
Term bank deposits
Bank and postal accounts
Cash in hand and similar
Total
Balance at
Balance at
31.12.2011
31.12.2010
38,049
37,062
8,395
9,009
15
12
46,459
46,083
Cash and cash equivalents at December 31, 2011, amounting to Euro 46,459 thousand compared
to Euro 46,083 thousand at December 31, 2010, are not subject to restrictions. Reference is made
to the cash flow statement in relation to liquidity.
90
SHAREHOLDERS’ EQUITY
(Euro thousands)
31.12.2011
31.12.2010
118,316
108,051
12 – Group Shareholders’ Equity
The increase in group shareholders’ equity at December 31, 2011 on the end of 2010 of Euro
10,265 thousand is attributable to the net profit for the year (Euro 34,876 thousand), the
distribution of dividends (Euro 23,612 thousand) and the decrease in the translation reserve (Euro
986 thousand) in addition to the minority interest equity and result of the subsidiary HSC SA at
December 31, 2011 of Euro 2,876 thousand.
With reference to the “Statement of changes in Shareholders’ Equity” the following information is
provided below.
Share capital
The share capital of Zignago Vetro SpA, the Parent Company, at December 31, 2011 and 2010,
Euro 8,000 thousand, which is fully subscribed and paid-in, comprises 80,000,000 ordinary shares
with a par value of Euro 0.10 each.
Legal reserve
The Legal Reserve of Zignago Vetro SpA of Euro 1,600 thousand, unchanged in the year, has
reached one fifth of the share capital.
Revaluation reserve
The revaluation reserve, unchanged in the year, derives essentially from the application of the
following laws:
(Euro thousand)
Reserve as per law 342/2000, on suspension of taxes
Reserve as per law 72/1983, on suspension of taxes
Reserve as per law 413/1991
Total
Balance at
Balance at
31.12.2011
31.12.2010
24,823
24,823
932
932
1,579
1,579
27,334
27,334
The “reserve as per law No. 342/2000” is shown net of the substitute tax (19%).
Translation reserve
The negative “Translation reserve” of Euro 1,225 thousand at December 31, 2011 compared to
Euro 239 thousand at the end of 2010, chiefly reflects the translation differences in Euro of the
financial statements in foreign currencies of Brosse USA Inc. and HSC SA.
Other reserves
The “Other reserves” of Euro 6,270 thousand, unchanged from the previous year, includes the
“extraordinary reserve” of Euro 103 thousand and the “reserve as per article 55 - DPR 597/1973
and 917/1986” for Euro 6,167 thousand.
91
The composition of the reserves in suspension of income taxes is shown below:
(euro migliaia)
Balance at
Balance at
31.12.2011
31.12.2010
932
932
24,823
24,823
6,044
6,044
Grants as per art. 55 DPR 917/1986
Grants as per art.55 DPR 598/1973
Total
123
123
31,922
31,922
On the first-time adoption the Group considered it prudent to record the deferred tax liabilities on
the suspension of taxes for grants reserve as per article 55 of Presidential Decree 917/1986,
amounting to Euro 6,044 thousand.
On the remaining suspension of taxes reserves no deferred tax liability was recorded as no
distribution is expected.
The account “Purchase of treasury shares” of Euro 5,027 thousand comprises the purchases made
at December 31, 2011 and 2010.
The table below shows the reconciliation of the number of shares outstanding at the beginning of
the purchase operation and at the end of 2011.
(Euro)
Description
January 1, 2007
opening balance
December 2007
acquisition of shares
December 31, 2007
Number
Unitary
value
Total
value
80 000 000
0,10
8 000 000
(40 000)
0,10
(4 000)
closing balance
79 960 000
0,10
7 996 000
Year 2008
(1 014 900)
0,10
(101 490)
December 31, 2008
closing balance
78 945 100
0,10
7 894 510
Year 2009
(237 240)
0,10
(23 724)
December 31, 2009
closing balance
78 707 860
0,10
7 870 786
Year 2010
---
0,10
---
December 31, 2010
closing balance
78 707 860
0,10
7 870 786
Year 2011
---
0,10
---
December 2011
closing balance
78 707 860
0,10
7 870 786
92
31.12.2011
NON-CURRENT LIABILITIES
13- Provisions for risks and charges
(Euro thousands)
(Euro thousands)
31.12.2010
39,161
40,977
31.12.2011
31.12.2010
2,443
2,536
The table below shows the composition of the provisions for risks and charges:
Balance at
Balance at
31.12.2011
31.12.2010
410
427
103
80
Provision for industrial risks
896
678
861
799
123
502
50
50
2,443
2,536
(Euro thousand)
Provision for business risks
Total
Agents’ supplementary indemnity provision
The “Agents’ supplementary indemnity provision” is made on the basis of legislative provisions
and collective agreements relating to the termination of agents’ mandates.
The table below shows the movements in the provision in the year:
Balance at
Balance at
31.12.2011
31.12.2010
427
402
40
81
Utilisations
(57)
(56)
Balance at December 31
410
427
(Euro thousand)
Balance at January 1
Provisions
The “Provisions for contractual risks” is made based on legal disputes principally in relation to
employees. The table below shows the movements in the provision in the year:
(Euro thousand)
Provisions
Balance at
Balance at
31.12.2011
31.12.2010
80
39
45
41
Utilisations
(22)
---
103
80
93
Industrial risks provision
The “Industrial risk provision” is made against claims by clients for defects in production and
potential losses on packaging material for which a commitment to repurchase was agreed, in
addition to potential risks related to the case currently being pursued by the Empoli Municipality
regarding the method for calculation of the environmental sanitation charge.
Balance at
Balance at
31.12.2011
31.12.2010
678
707
230
---
Provisions
176
315
(188)
(344)
896
678
(Euro thousand)
Utilisations
Pension provision
The “Pension provision”, recorded by Verreries Brosse SAS, refers to the liability estimated
against employees who terminate their employment with their company only due to pension, net of
the amounts paid to a separate insurance fund.
(Euro thousand)
Balance at
Balance at
31.12.2011
31.12.2010
799
953
Provisions
115
---
Utilisations
(53)
(154)
861
799
The “Provision for emission trading risks” was made against higher CO 2 emissions compared to
those assigned by the Ministry, by Zignago Vetro SpA and by Vetri Speciali SpA.
(Euro thousand)
Provisions
Utilisations
94
Balance at
Balance at
31.12.2011
31.12.2010
502
459
12
43
(391)
---
123
502
14 - Post-employment benefits (Euro thousands)
31.12.2011
31.12.2010
6,767
6,949
Post-employment benefits entirely refers to the employee leaving indemnity provision whose
changes at December 31, 2011 were as follows:
(Euro thousand)
Interest
Balance at
Balance at
31.12.2011
31.12.2010
6,949
7,225
263
295
Actuarial loss
(429)
33
Payments
(519)
(604)
324
---
Provisions HSC SA
179
---
6,767
6,949
An actuarial calculation was made of the “Employee Leaving Indemnity” by an independent
expert in accordance with the “project unit credit method” as per IAS 19, actuarial method, which
allows for an estimate of the present value of the obligation based on a series of demographic and
financial assumptions.
The principal assumptions adopted for the actuarial recalculation of the provision at December 31,
2011 and 2010 are summarised below:

actual mortality rate: this data has been obtained from the ISTAT 2004 mortality
tables;

actual invalidity rate: in order to estimate the invalidity trend the INPS
inability/invalidity tables were utilised;

advanced rate of employee departures (dismissal and resignations):
annual frequency of 8.5% was assumed;

rate of employee leaving indemnity advances: an average annual rate of 2.5% was
assumed and an average amount of 70% of accumulated employee leaving indemnity;

annual technical discounting rate: a rate of 4.6% was assumed based on the bond
yields with comparable duration of those subject to valuation;

future annual inflation rate: an inflation rate of 2.1% was estimated over the time
period considered;

date of pension: this was estimated in line with current regulations;
an average
95

annual increase in employee leaving indemnity: estimated in line with that established
by the regulations in force at 3.08%, considering a fixed rate of 1.5% plus the 75% of
the inflation rate recorded by ISTAT in December of the previous year.
In accordance with IAS 19, the obligation concerning matured employee leaving indemnity was
valued without pro-rata application of the past service costs, resulting in no pension costs towards
current employees. This occurs as the future Employee leaving indemnity maturing is allocated to
a complementary pension and to the INPS Treasury fund according to the options exercised by
employees.
31.12.2011
31.12.2010
25,630
27,766
15 - Medium/long term loans (Euro thousands)
The table below shows the composition of medium/long term loans:
(Euro thousands)
Balance at
31.12.2011
Balance at
31.12.2010
A.
Mediocredito Trentino Alto Adige loan, repayable by
2013, at a variable rate
3,987
6,574
B.
Opening of a non-rotating credit line, underwritten with
Banco Popolare di Verona e Novara, Banca Popolare di
Vicenza and Credito Bergamasco, at a 0.40% Euribor at
3/6 months, with maturity on December 21, 2011
---
2,988
C.
Mediocredito Trentino Alto Adige finance lease,
repayable by 2013, at a variable rate
2,238
2,706
D.
Unicredit SpA SpA loan, repayable by 2013, at a
variable rate
1,945
2,977
E.
Advance on Banca Popolare Friuladria SpA loan,
repayable by 2015, at a variable rate
16,000
18,000
F.
Banca Popolare Friuladria SpA loan, repayable by
2013, at a variable rate
3,596
5392
Unicredit SpA SpA loan, repayable by 2016, at a
variable rate
9,952
---
391
---
38,109
38,637
(12,479)
(10,871)
25,630
27,766
G.
H.
HSC SA finance leases
Total medium/long term loans
Less current portion
Medium-long term portion
96
At December 31, 2011 and 2010, the future capital repayments of the medium-long term loans
were as follows:
(Euro thousand)
Balance at
Balance at
31.12.2011
31.12.2010
Year
2011
---
10,871
Year
2012
12,479
10,017
Year
2013
11,971
9,749
Year
2014
6,223
4,000
Beyond
2014
7,436
4,000
38,109
38,637
Total
The reduction in total amount of medium-long term loans from Euro 38,637 thousand to Euro
38,109 thousand follows the payments of installments due in 2011 of existing loans, equal to Euro
10,871 thousand and of an unsecured loan granted by Unicredit Banca SpA to Zignago Vetro SpA
of Euro 9,952 thousand and from the contribution of HSC SA.
The medium-long term loans existing at December 31, 2011 and December 31, 2010 were as
follows:
A) the loan obtained by Vetri Speciali SpA with Mediocredito Trentino Alto Adige, with
repayment through 12 half yearly instalments, the last maturing on November 10, 2013, for a
residual amount at December 31, 2011 of Euro 3,987 thousand, with a short-term portion of
Euro 2,644 thousand. This loan is guaranteed by mortgages and pledges on the factories
owned by Vetri Speciali SpA;
B) opening of a non rotating credit line by Zignago Vetro SpA, with Banco Popolare di Verona S.G.S.P., Banca Popolare di Vicenza ScpA and Credito Bergamasco SpA on December 21,
2006, repaid on maturity on December 21, 2011;
C) the residual share of Euro 2,238 thousand, of which a short-term portion of Euro 487
thousand, derived from the finance lease accounting of the former Vetrerie Venete SpA (a
company acquired and then merged with Vetri Speciali SpA) on December 14, 2001,
repayable by 2013.
D. the unsecured loan obtained by Vetri Speciali SpA on September 29, 2007 with Unicredit
Banca d’Impresa SpA for a residual share of Euro 1,945 thousand, of which Euro 1,089
thousand short term, with repayment through 24 quarterly instalments until December 31,
2013;
E. unsecured medium term loan of Verreries Brosse SAS with Banca Popolare Friuladria SpA
for an initial amount of Euro 20 million, with repayment in 10 half yearly payments in arrears,
with the first repayment on September 30, 2011, and with the final repayment on March 31,
2016, and a residual amount due of Euro 16 million at December 31, 2011 and a short-term
portion of Euro 4 million;
F.
the unsecured loan obtained by Vetri Speciali SpA on February 1, 2008 with Banca Popolare
Friuladria SpA, for a residual amount of Euro 3,596 thousand at December 31, 2011, of which
97
Euro 1,797 thousand short term, with repayment through 10 half-yearly instalments until
December 31, 2013;
G. unsecured loan signed in the year by Zignago Vetro SpA with Unicredit Banca SpA for Euro
9,952 thousand at December 31, 2011, with the current portion amounting to Euro 2,121
thousand, and repayment in 18 quarterly repayments from February 29, 2012, and final
payment on May 31, 2016;
H. finance lease of HSC SA amounting to Euro 391 thousand, with the current portion
amounting to Euro 341 thousand.
Loan covenants
Against the opening of the credit granted in the year as per the previous letter “G” of a notional
amount of Euro 10 million, Zignago Vetro SpA has financial covenant obligations which are in
line with normal business practice. Specifically, Zignago Vetro SpA must comply with the
following parameters - to be calculated for the Consolidated Financial Statements values on an
annual basis: (i) ratio between net financial debt and net equity lower than 1.5 until the maturity of
the loan; (ii) ratio between net financial debt and Ebitda below 2 for the duration of the loan.
These parameters apply from the financial statements as at December 31, 2011.
Both these parameters at December 31, 2011 were widely respected.
98
Net financial position
In accordance with Consob Communication No. DEM/6064293 of July 28, 2006, the net financial
position is determined in accordance with CESR 05-054/b recommendation of February 10, 2005
“Recommendations for the uniform implementation of the European Commission regulations on
information prospectus”.
31.12.2011
(Euro thousands)
31.12.2010
15
12
46,444
46,071
46,459
46,083
F. Current bank payables
--83,805
--82,927
G. Current portion of non-current debt
12,479
10,871
A. Cash
B. Other cash equivalents
D. Cash and cash equivalents
(A) + (B) + (C)
E. Current financial receivables
---
---
(F) + (G) + (H)
96,284
93,798
(I) - (E) - (D)
49,825
25,630
47,715
27,766
-----
-----
(K) + (L) + (M)
25,630
27,766
(J) + (N)
75,455
75,481
H. Other current financial payables
I. Current financial debt
J. Net current financial debt
K. Medium/long term loans
L. Bonds issued
M. Other non-current payables
N. Non-current financial debt
O. Net financial debt
Financial instrument classes and hierarchical levels of fair value valuation
The following table outlines the classes of financial instruments held by the Company:
(Euro thousand)
Other
liabilities
at amortised
cost
31.12.2011
Financial
Hedging
Invest.
liabilities derivatives
held
fair value
to maturity
recorded
to the
in. state.
AFS
financial
assets
Total
Fair value
44,506
Financial assets - as recorded
to the fin. stats.
44,506
766
--196
-----
-----
-----
44,506
962
962
Trade receivables
38,982
---
---
---
---
38,982
38,982
39
---
---
---
---
39
39
84,293
196
---
---
---
84,489
84,489
Total
99
(Euro thousand)
Other
liabilities
at amortised
cost
Financial
liabilities
fair value
recorded
to the
in. state.
64,414
8,582
-----
Trade payables
32,690
31.12.2011
Hedging
derivatives
Total
Fair value
-----
64,414
64,414
8,582
8,582
---
---
32,690
32,690
---
225
---
225
225
105,686
225
---
105,911
105,911
Financial liabilities - as recorded to the fin.
stats.
Bank and other loans
Total
The company only values energy efficiency securities and derivative contracts at fair value.
All financial instruments recorded at fair value are classifiable in the three following categories:
Level 1: market listing
Level 2: technical valuations (based on observable market data)
Level 3: technical valuations (not based on observable market data)
All assets and liabilities valued at fair value at December 31, 2011 are classifiable at Level 2. In
2011, no transfers occurred from Level 1 to Level 2 or Level 3 or vice-versa.
.
100
16 - Other non-current liabilities
31.12.2011
31.12.2010
225
1
(Euro thousands)
This account consists of the position related to the interest rate risk hedge operations, undertaken
by some Companies of the Group, as illustrated at page 22 and reported in the following table:
Balance at
Balance at
31.12.2011
31.12.2010
Mark to market adjustment with reference to IRS of the Zignago Vetro
SpA payable
225
---
Fair value adjustment of IRS amortised to Vetri Speciali SpA payable
(50%)
---
1
225
1
(Euro thousand)
Total
17 - Deferred tax liabilities
31.12.2011
31.12.2010
4,096
3,725
(Euro thousands)
The table below shows the composition of the deferred tax liabilities:
(Euro thousand)
Excess and accelerated depreciation
Amount
Tax
Amount
Tax
of
Effect
of
Effect
temporary
temporary
difference
difference
3,448
970
3,176
914
Accelerated dep. subject to regional tax
652
24
1,001
39
Allocation of higher fixed asset values
568
189
280
86
Accounting of leases as per IAS 17
1,250
330
811
256
Adjustment to inventories at average cost
1,313
413
935
293
Adjustment suspension of taxes reserve
6,044
1,898
6,044
1,898
519
143
519
143
129
---
Valuation of leaving indem. as per IAS 19
Other
Total
---
4,096
96
3,725
The deferred tax liabilities principally include the deferred taxes made against temporary
differences relating to depreciation calculated by the Company based on previous Italian fiscal
regulations (accelerated depreciation and excess depreciation).
The account includes the deferred tax liability on the temporary differences originating between
the value of the inventories calculated under the LIFO method utilised for fiscal purposes and the
value of the inventories calculated utilising the weighted average cost method and the fiscal effects
on the accounting of medium-long term loans on the amortised cost basis.
101
The account also includes the effects of the tax liabilities relating to the residual value of the
higher values allocated, principally to plant, on the acquisition of the three glassworks by Vetri
Speciali SpA. The deferred tax liability was calculated as the amortisation on these allocations are
not fiscally deductible.
Deferred tax liabilities were recorded for Euro 1,898 thousand relating to the reserves in
suspension of taxes amounting to Euro 6,044 thousand and relating to the capital grant reserves
(Reserves as per article 55, DPR 597/1973 and 917/1986) as indicated in the table relating to the
deferred taxes shown above.
The following table shows the movements in the deferred tax liabilities:
(Euro thousand)
3,956
Balance at January 1, 2010
Utilisations
Increases
(464)
233
3,725
274
Utilisations
(61)
Increases
158
102
(231)
371
4,096
31.12.2011
31.12.2010
CURRENT LIABILITIES
(Euro thousands)
166,786
158,130
18 - Bank payables and current portion
of medium/long term loans
(Euro thousands)
96,284
93,798
The table below shows the composition of the bank payables and the current portion of the
medium-long term loans:
(Euro thousand)
Balance at
Balance at
31.12.2011
31.12.2010
528
---
Advances on bank drafts
15,685
12,137
Advances on invoices
26,834
4,553
583
609
Short-term loans
40,175
65,628
Current portion of medium/long term loans
12,479
10,871
Total
96,284
93,798
Current accounts
Advances in foreign currencies
For the medium-long term loans and leasing, the short term portion of which is included in this
account for a value of Euro 12,479 thousand at December 31, 2011 and Euro 10,871 thousand at
December 31, 2010, reference should be made to the paragraph “Medium/long term loans”.
19- Trade and other payables
(Euro thousands)
31.12.2011
31.12.2010
51,506
48,978
The table below shows the breakdown of trade and other payables by geographic area at December
31, 2011 and 2010:
Balance at
Balance at
31.12.2011
31.12.2010
Italy
41,056
41,522
E.U.
10,299
7,294
(Euro thousand)
Other countries
Total
151
162
51,506
48,978
The increase in the year of trade payables is related to the general increase in production volumes
although with a significant reduction in trade payables for plant constructed in the last part of the
year with payment in the subsequent year.
Total payables to plant suppliers of the Group amounted to Euro 4,496 thousand at December 31,
2011 (December 31, 2010: Euro 9,506 thousand).
103
20 - Other current liabilities
(Euro thousands)
31.12.2011
31.12.2010
15,546
12,637
The table below shows the breakdown of “other current liabilities" at December 31, 2011 and
2010:
(Euro thousand)
Balance at
Balance at
31.12.2011
31.12.2010
Payables to social security institutions
4,026
3,285
Employee payables
7,588
7,124
50
29
Client advances
549
350
Payables of HSC SA for purchase of industrial land
556
---
Payables for deferred payment of the investment in HSC SA
928
---
Other payables
604
627
790
747
54
71
401
404
15,546
12,637
Associations
Accrued liabilities and deferred income:
- employees
- interest expense
- capital grants
Total
Payables to social security institutions
The payables to social security institutions principally refer to payables for contributions on
salaries in the month of December and agents’ commissions and consultants’ fees in the second
half of the year and paid in the following year.
Employee payables
The table below shows the breakdown of employee payables at December 31, 2011 and 2010:
Balance at
Balance at
31.12.2011
31.12.2010
premiums matured
5,573
5,054
December salaries and wages
2,015
2,070
Total
7,588
7,124
(Euro thousand)
Vacation days not taken, 14th month and
Employee payables refer to vacation days matured but not taken and productivity premiums and
managerial bonuses matured and to be paid in the following year.
104
21- Current tax payables
(Euro thousands)
31.12.2011
31.12.2010
3,450
2,717
The account is broken down in the following table.
(Euro thousand)
Balance at
Balance at
31.12.2011
31.12.2010
Withholding taxes on employees and consultants
1,469
1,334
Income taxes for the year
1,251
691
VAT payables
97
148
633
543
Other
---
1
Total
3,450
2,717
Foreign subsidiary taxes
105
COMMENTS ON THE MAIN INCOME STATEMENT ACCOUNTS
22 - Revenues
(Euro thousands)
2011
2010
291,227
264,858
The following table shows the breakdown of revenues by product line:
2011
2010
273,325
247,503
Various materials
10,087
10,008
Service revenues
4,310
4,173
Other
3,505
3,174
Total
291,227
264,858
(Euro thousand)
Core business products
The following table shows the breakdown of revenues by geographic area:
2011
2010
Italy
192,897
180,638
E.U.
80,891
62,338
(Euro thousand)
Other countries
Total
17,439
21,882
291,227
264,858
Revenues in the year increased by 10% on the previous year with growth in all markets in which
the Group operates. For further information, reference should be made to the Directors’ Report.
106
23- Raw materials, consumables
and goods
(Euro thousands)
2011
2010
62,642
64,788
The table below shows the costs for raw materials, consumables and goods:
2011
2010
Purchases
67,392
60,495
Changes in inventory of raw materials, ancillary, consumables and
goods
(1,709)
(59)
Change in inventories of products in work in process, semi-finished
and finished products
(3,041)
4,352
Total
62,642
64,788
(Euro thousand)
Purchase costs increased 13% due to higher volumes, but also higher unitary costs. The reduction
in inventories is related to the increase in sales.
24 - Service costs
(Euro thousands)
2011
2010
86,856
72,932
The following table shows service costs:
2011
2010
Energy and industrial services
63,554
52,245
Transport and other trading costs
(Euro thousand)
12,637
11,319
Conai contribution
3,508
3,170
Other costs
7,157
6,198
86,856
72,932
Total
The general increase in service costs (+19.1%) compared to the previous year is principally due to
the increase in energy costs. .
107
25 - Labour costs
(Euro thousands)
2011
2010
63,360
55,084
The following table reports labour costs:
2011
2010
Salaries and wages
45,616
38,975
Social security charges
15,721
13,806
1,787
2,240
236
63
63,360
55,084
(Euro thousand)
Other costs
Total
These costs increased by +15% on the previous year.
As illustrated in the table below, in which the entire workforce of Vetri Speciali SpA is
considered, the movement of Group employees divided by category is reported:
31.12.2010
Executives
HSC contrib. New
Depart.
31.12.2011
Average
22
5
5
(2)
30
26.0
323
58
49
(36)
394
358.5
Blue-collar
1,090
257
194
(146)
1,395
1,242.5
Total
1,435
320
248
(184)
1,819
1,627.0
White-collar
26 - Amortisation & Depreciation
(Euro thousands)
2011
2010
24,200
22,465
The following table reports amortisation & depreciation:
(Euro thousand)
Depreciation of fixed assets
Amortisation of intangible assets
Total
2011
24,034
22,334
166
131
24,200
Further details are reported in the “Intangible and tangible fixed assets” section.
108
2010
22,465
27 - Other operating costs
(Euro thousands)
2011
2010
3,043
2,867
The following table reports the other operating costs:
2011
2010
200
287
48
81
31
43
45
41
(Euro thousands)
Provision of industrial risk fund
3
28
Total provisions for risks
sub)
327
480
sub)
156
126
1,009
268
Losses on asset disposals
422
478
Membership fees
329
312
Prior year charges
653
312
Provision industrial risks
Various taxes
Other
Total other charges
sub)
Total
28 - Other operating income
(Euro thousands)
147
891
2,560
2,261
3,043
2,867
2011
2010
3,980
2,254
The following table reports other operating income:
2011
2010
Prior year income
959
526
Release of provisions
261
230
Gain on asset disposals
284
325
(Euro thousand)
Insurance claim reimbursements
Others
Total
1,809
---
667
1,173
3,980
2,254
The prior year income principally derives from differences on accruals made on the preparation of
the financial statements. The gains on fixed asset disposals relates to sales and in particular of
Zignago Vetro SpA.
.
109
29 – Financial income
(Euro thousands)
2011
2010
944
354
The following table reports financial income:
(Euro thousand)
2011
2010
Bank interest
909
279
---
72
Effect of derivative charges valuation at fair value
Other
35
3
Total
944
354
30- Financial charges
(Euro thousands)
2011
2010
2,726
1,671
The following table shows the financial charges:
(Euro thousand)
Loan interest
Interest on current accounts
Discounts and other financial charges
Effect of derivative charges valuation at fair value
2011
2010
452
349
1,956
1,185
87
66
225
---
Other
6
71
Total
2,726
1,671
110
31 - Income taxes
(Euro thousands)
2011
2010
17,780
13,877
The table below shows the composition of the income taxes between deferred and/or current taxes:
(Euro thousand)
Current income tax
Deferred tax (income)/charge
Total
2011
2010
17,556
13,840
224
37
17,780
13,877
The table below shows the reconciliation between the theoretical fiscal charge and the effective
charge for the years under consideration:
2011
2010
52,825
47,657
Ordinary rate applied
27.50%
27.50%
Theoretical tax charge
14,527
13,106
Exempt as per law 102/2009
---
(2,104)
Other permanent differences
97
109
(35)
(9)
56
(51)
3,135
2,826
17,780
13,877
33.7%
29.1%
(Euro thousand)
Profit before taxes
Effect of differences between Italian and foreign tax rates
Effect of temporary differences
Current IRAP
Total effective tax charge
Effective tax rate
The income tax charge, estimated in accordance with current tax legislation, amounted to Euro
17,780 thousand (Euro 13,877 thousand in the previous year). The tax rate increased from 29.1%
to 33.7%. However the tax rate in the previous year excluding the benefits from the investment
incentive law would have been 33.5%.
The IRES income tax and IRAP regional tax rates reflect the effective tax charge payable by the
Group.
111
OTHER INFORMATION
Earnings per share
The share capital of Zignago Vetro SpA at December 31, 2011 and 2010, consists of 80,000,000
ordinary shares with a par value of Euro 0.10 each, fully subscribed and paid-in.
Taking into account the buy-back programme undertaken in the years 2007-2009 by Zignago
Vetro SpA, as previously described, the consolidated earnings per share are as follows:
Consolidated net profit (Euro thousands)
Number of shares Zignago Vetro SpA
Earnings per share (in Euro)
112
Balance at
Balance at
31.12.2011
31.12.2010
34,876
33,780
78,707,860
78,707,860
0.44
0.43
Segment information
The information in relation to the sectors of activity (primary segment) coincides with the various
legal entities.
The information on the geographic segments is not significant in relation to the Group.
In particular the sectors of activity (“Business Units”) are identified as follows:
-
Zignago Vetro SpA: this Business Unit carries out the production of glass containers for food
and beverages and for cosmetics and perfumery;
-
Verreries Brosse SAS and its subsidiary Brosse USA Inc: this Business Unit carries out the
production of glass containers for perfumes;
-
Vetri Speciali SpA: this Business Unit includes the production of specialty containers,
principally for wine, vinegar and olive oil;
-
HSC SA: this Business Unit undertakes the production of a wide range of customised
products for cosmetic and perfumery containers and also for food and beverage niche markets
worldwide.
The criteria applied for the identification of the operating segments of activity were inspired,
among other issues, by the manner in which management directs the Group and attributes
managerial responsibility.
The segment information is provided below:
(Euro thousand)
2011
HSC SA
Zignago
Verreries
Vetri
Vetro SpA
Brosse SAS
Speciali SpA
Revenues
170,674
43,828
67,644
12,698
Amortisation & deprec.
Vetreco
Srl
---
Consol.
Consol. adj.
(3,617)
291,227
(12,812)
(6,085)
(4,217)
(1,086)
---
---
(24,200)
Operating profit
33,082
843
20,227
948
(5)
11
55,106
Net profit
29,102
135
13,659
804
(4)
(8,820)
34,876
Assets
201,314
59,566
90,173
13,445
619
(38,067)
327,050
Liabilities
115,297
44,214
43,359
4,102
25
(1,049)
205,948
Investments in:
Intangible assets
Property, plant & equip.
184
186
19
36
1
(168)
258
15,765
6,379
3,707
1,092
113
---
27,056
113
(Euro thousand)
2010
Zignago
Verreries
Vetri
Consolidated
Vetro SpA
Brosse SAS
Speciali SpA
Consolidation Adj
Revenues
166,565
37,601
63,438
(2,746)
264,858
Amortisation & deprec.
(13,060)
(5,209)
(4,196)
---
(22,465)
Operating profit
29,615
1,829
17,366
166
48,976
Net profit
27,305
1,021
11,780
(6,326)
33,780
Assets
190,358
55,893
90,873
(29,966)
307,158
Liabilities
109,831
40,672
48,966
(362)
199,107
87
181
16
---
284
31,440
4,135
5,318
---
40,893
Investments in:
Intangible assets
Property, plant & equip.
Transactions with related parties
The table below shows the composition of the receivables (principally trade receivables) of Group
companies with related party companies at the balance sheet date:
Balance at
Balance at
31.12.2011
31.12.2010
Zignago Holding SpA
153
1,150
Zignago Immobiliare Srl
113
113
Santa Margherita SpA and its subsidiaries
786
544
New High Glass Inc.
388
381
Zignago Servizi Srl
2
---
Zignago Power Srl
2
---
Owens-Illinois Manufacturing Italy SpA
166
20
Total receivables from related companies
1,610
2,208
(Euro thousand)
The Receivables from Zignago Holding SpA, the parent company and from Zignago Immobiliare
Srl, a Zignago’s company for Euro 113 thousand , refer for Euro 153 thousand to income taxes
related to a tax reimbursement request presented by Zignago Vetro SpA.
114
The table below shows the composition of the payables of Group companies to related companies
at the balance sheet date:
(Euro thousand)
La Vecchia Scarl
Zignago Servizi Srl
Balance at
Balance at
31.12.2011
31.12.2010
17
14
51
113
275
247
16
58
129
113
Zignago Holding SpA
101
90
Multitecno Srl
Total payables to related parties
2
---
591
635
The table below shows the composition of Group company revenues from related companies in
the year:
(Euro thousand)
2011
2010
New High Glass Inc.
2,951
2,760
4,181
3,842
716
932
1
1
328
3
---
1
8,177
7,539
La Vecchia Scarl
Zignago Power Srl
Multitecno Srl
Total revenues from related companies
The table below shows the composition of Group company costs from related companies in the
year:
2011
2010
Zignago Holding SpA
636
620
171
177
(Euro thousand)
Zignago Servizi Srl
La Vecchia Scarl
Multitecno Srl
Total costs from related companies
82
72
1,336
1,267
590
530
39
38
7
3
2,861
2,707
115
Profile of liabilities
The financial liabilities at December 31, 2011 on the basis of the contractual payments not
discounted were as follows:
2011
(Euro thousand)
December 31, 2011
Less than
From 3 to
Between
3 months
12 months
1 & 5 years
Beyond
Total
---
---
25,630
---
25,630
---
---
225
---
225
86,317
9,967
---
---
96,284
49,305
2,201
---
---
51,506
14,670
480
396
---
15,546
1,596
1,854
---
---
3,450
151,888
14,502
26,251
---
192,641
Total
The same profile at December 31, 2010 was as follows:
2010
(Euro thousand)
December 31, 2010
Less than
From 3 to
Between
3 months
12 months
1 & 5 years
Beyond
Total
---
---
27,766
---
27,766
---
---
1
---
1
17,299
76,499
---
---
93,798
47,189
1,789
---
---
48,978
12,170
467
---
---
12,637
931
1,786
---
---
2,717
77,589
80,541
27,767
---
185,897
Total
Terms and conditions of financial liabilities are listed below:
 There is no interest on trade payables and they are normally paid at 60 days;
 Other payables are normally paid within the month following recognition.
116
Hedging policies of risks relating to the fluctuation of exchange rates
During the years presented the Group has not undertaken exchange risk hedge operations, as such
transactions undertaken by the companies of the Group are not considered significant.
Hedging policies of risks related to the fluctuation in energy prices
Zignago Vetro SpA is exposed to fluctuations in energy purchase costs, a significant cost
component in the glass sector. Where this risk is considered as significant, hedging operations may
be undertaken in order to convert the variable cost into a fixed cost, which reduces the impact of
fluctuations.
As previously mentioned, the risks related to energy price movements affecting Zignago Vetro
SpA are significantly reduced following the entry into production of the natural biomass electricity
plant of Zignago Power Srl, a company wholly owned by Zignago Holding SpA, at Fossalta di
Portogruaro.
Credit risk policies
The Group only deals with well known and reliable clients. Customers that request extensions of
payment are subject to a credit rate check. Moreover, the collection of receivables is monitored
during the year so that the exposure to losses is not substantial. Finally, in the case of new clients
and some clients not operating in the EU, the Group companies obtain letters of credit and advance
payment.
Management of the capital
The Zignago Vetro Group has payables to financial intermediaries and has a financial debt
position related to the development plan of the business. The high generation of operating cash
flows allows the Group Companies not only to repay existing loans, but also guarantee an
adequate dividend to shareholders and implement the growth strategy.
117
Disclosure pursuant to article 149 of the Consob Issuers’ Regulation
The following table, prepared pursuant to article 149 of the CONSOB Issuer’s Regulations, reports
the payments made in 2011 for audit and other services carried out by the audit firm and entities
associated with the audit firm.
(Euro thousand)
Service
Company providing the service
Company
Remun. 2011
Audit
Auditor of the parent company
Parent Company
79
Other services
Network of Auds. of the par. co.
Parent Company
---
Audit
i)Auditor of the parent company
ii) Network of Auds. of the par. co.
Subsidiary companies
72
Audit
Joint subsidiary companies
43
---
Fiscal assistance serv.
----115
79
Total
118
---
194
Declaration of the
(art. 81-ter of Consob Regulation No. 11971/1999 and subsequent amendments and additions)
119
Declaration of the Consolidated Financial Statements
Declaration of the Consolidated Financial Statements as per Article 81-ter of Consob
Regulation No. 11971 of May 14, 1999 and subsequent amendments modifications and
additions
1.
The undersigned Paolo Giacobbo, CEO, and Mr. Roberto Celot, executive responsible for the
preparation of the corporate accounting documents of Zignago Vetro SpA affirm, and also in
consideration of article 154-bis, paragraphs 3 and 4, of Legislative Decree No. 58 of February
24, 1998:


the accuracy of the information on company operations and
the effective application
of the administrative and accounting procedures for the compilation of the financial
statements for the year ended 31.12.2011.
2.
In relation to this, no important matters arose.
3.
It is also declared that:
3.1. the consolidated financial statements:
a) were prepared in accordance with international accounting standards, recognised in the
European Union pursuant to EU regulation No. 1606/2002 of the European Parliament
and Council, of July 19, 2002;
b) correspond to the underlying accounting documents and records;
c) provide a true and correct representation of the economic, balance sheet and financial
situation of the issuer and of the companies included in the consolidation.
3.2. The Directors’ Report includes a reliable analysis on the performance and operating result as
well as the situation of the issuer, together with a description of the principal risks and
uncertainties to which they are exposed.
Zignago Vetro SpA
Mr. Paolo Giacobbo
Chief Executive Officer
120
Mr. Roberto Celot
Executive in charge of the preparation
corporate accounting documents
Independent Auditors’ Report
(in accordance with articles 14 and 16 of Legs. Decree No. 39 of 27.1.2010)
121
CORPORATE GOVERNANCE AND
OWNERSHIP STRUCTURE REPORT
in accordance with art. 123 bis of the Consolidated Finance Act
(traditional administration and control model)
Issuer: Zignago Vetro S.p.A.
Website: www.zignagovetro.com
Year: 2011
Date of approval of the Report: 14/03/2012
125
Corporate Governance and Ownership Structure Report
TABLE OF CONTENTS
Glossary ..................................................................................................................................... 127.
1.
Company Profile ............................................................................................................. 128.
2.
Disclosure on shareholders (art. 123-bis, para. 1, CFA) .............................................. 131.
3.
Compliance ...................................................................................................................... 133.
4.
Board of directors ........................................................................................................... 134.
4.1
Appointment & Replacement (art. 123-bis, para. 1, letter l), CFA) ........................... 134.
4.2
Composition (art. 123-bis, para. 2, letter d) CFA) ....................................................... 136.
4.3
Role of the Board of Directors
(art. 123-bis, para. 2, letter d) CFA) .............................................................................. 137.
4.4
Executive bodies.............................................................................................................. 140.
4.5
Other Executive Directors ............................................................................................. 146.
4.6
Independent Directors .................................................................................................... 146.
4.7
Lead Independent Director ............................................................................................ 146.
5.
Treatment of corporate information ............................................................................. 147.
6.
Internal Committees to the Board (art. 123-bis, para. 2, letter d), CFA) ................. 148.
7.
Nomination Committee .................................................................................................. 148.
8.
Remuneration Committee .............................................................................................. 148.
9.
Remuneration of Directors ............................................................................................ 149.
10.
Internal Control Committee .......................................................................................... 149.
11.
Internal Control System ................................................................................................. 150.
11.1
Executive Director for the internal control system ...................................................... 153.
11.2
Internal Control Manager ............................................................................................. 153.
11.3
Organisational Manager as per art. 231/2001 .............................................................. 153.
11.4
Independent Audit Company ........................................................................................ 155.
11.5
Executive responsible for the preparation of corporate accounting documents……155.
12.
Transactions with related parties .................................................................................. 156.
13.
Appointment of Statutory Auditors .............................................................................. 157.
14.
Statutory Auditors (art. 123-bis, para 2, letter d), CFA)1 ........................................... 159.
15.
Relations with shareholders ........................................................................................... 160.
16.
Shareholders’ Meetings (art. 123-bis, para. 2, letter c), CFA) .................................... 161.
17.
Changes subsequent to the year-end ............................................................................. 162.
126
GLOSSARY
Self-Governance Code: the Self-Governance Code of listed companies approved in March 2006
(and amended in March 2010) by the Corporate Governance Committee and issued by Borsa
Italiana S.p.A. Where not otherwise specified, the references to Principles, Criteria and Comments
concern the 2006 Code.
2011 Self-Governance Code: the Self-Governance Code of listed companies approved in March
2011 by the Corporate Governance Committee and promoted by Borsa Italiana S.p.A., ABI, Ania,
Assogestioni, Assonime and Confindustria.
Civ. code/c.c.: the civil code.
Board: The Board of Directors of the Issuer.
Issuer or ZV or the Company: Zignago Vetro SpA
The Year: 2011, to which the Report refers.
Stock Exchange Instructions: the Instructions to the Regulations for Markets organised and
managed by Borsa Italiana SpA.
Stock Exchange Regulations: the Regulations for Markets organised and managed by Borsa
Italiana SpA.
Consob Issuer Regulations: the Issuer Regulations issued by Consob resolution No. 11971 of
1999 (as subsequently amended).
Consob Market Regulations: the Market Regulations issued by Consob resolution No. 16191 of
2007 (as subsequently amended).
Report: the corporate governance and ownership structure report which the company must
prepare as per art. 123-bis CFA.
Company By-laws: the By-Laws of the Company in force at the date of the Report.
CFA: Legislative Decree of February 24, 1998, No. 58 and subsequent amendments and additions.
127
1. COMPANY PROFILE
The present Report, (hereafter the “Report”), prepared in compliance with the obligations for
listed companies on the Mercato Telematico Azionario, organised and managed by Borsa Italiana
S.p.A. (hereafter “Borsa Italiana”), illustrates the corporate governance system of Zignago Vetro
S.p.A ( hereafter “Zignago Vetro” or the “Company” or the “Issuer”), whose general guidelines
are the subject of the present Section 1.
The corporate governance structure of Zignago Vetro is a traditional system comprising of a Board
of Directors and a Board of Statutory Auditors; an audit is undertaken by an independent audit
company in accordance with law. The Company, as much as possible in line with the recent
regulations introduced and with the principles contained in the Self-Governance Code, has adopted
the following governance structure:
-
Shareholders’ Meeting;
Board of Directors;
Internal Control Committee;
Remuneration Committee;
Committee for Transactions with Related Parties
Lead Independent Director;
Board of Statutory Auditors;
Independent Auditors;
Supervisory Board;
Executive responsible for the preparation of the corporate accounting documents;
Internal control manager;
Executive Director to supervise the internal control system.
Shareholders’ Meeting
The Shareholders’ Meeting represents all of the shareholders and is convened in accordance with
the provisions of law and regulations for companies with listed shares to pass resolutions reserved
for them by law or by the Company By-Laws.
Board of Directors
The central role in planning the strategy of the Company is attributed to the Board of Directors
which, in accordance with article 15 of the By-Laws is composed of between 5 and 14 members.
The Shareholders’ Meeting decides the number of members on the Board of Directors, their
appointments within the above-mentioned limits and the duration of office which cannot be more
than 3 years. The offices held by the directors appointed expire on the date of the Shareholders’
Meeting called for the approval of the financial statements of the final year of office and they may
be re-elected. The appointment of the Board of Directors must occur through the voting of slates
which allows the minority shareholders to elect at least one director. The minimum shareholding
required for the presentation of the slate of candidates is 2.5% of the ordinary shares, or where
otherwise established by Consob with regulations taking into consideration the capitalisation of
128
the share float and of the share ownership of listed companies. Each slate must indicate at least
one independent candidate in possession of the necessary legal requisites, or 2 in the case of a
Board of Directors which is composed of more than 7 members.
The Board of Directors, in accordance with article 17 of the By-Laws, on March 22, 2007,
instituted an Internal Control Committee and a Remuneration Committee.
Internal Control Committee
The Internal Control Committee is composed of three non-executive directors, of which two are
independent and have the duty, among others, to identify and evaluate the business issues and risks
and carry out the consultative and prepositional functions required by the Self-Governance Code.
Remuneration Committee
The Remuneration Committee is composed of three non-executive directors, of which two are
independent and has the duty to formulate proposals with regard to the remuneration of the Chief
Executive Officers and of those who hold particular offices.
Lead Independent Director
In conformity with article 2 of the Self-Governance Code, the Company has designated a lead
independent director. The other non-executive directors, and in particular the independent
directors, report to the lead independent director, for a better contribution to the activities and the
functioning of the Board of Directors.
The Board of the Statutory Auditors verifies, among other issues (i) compliance with law and the
By-Laws, (ii) respect of the principles of correct administration and in particular on the adequacy
of the organisational structure of the Company, of the internal control system as well as the
administration and accounting structure and its ability to correctly represent the operational events
and (iii) the method for establishing corporate governance regulations which the company declares
it is in observance of.
The functions in accordance with law are reserved to the Statutory Auditors. In accordance with
article 20 of the By-Laws, the Board of Statutory Auditors consists of three Statutory Auditors and
two alternate auditors, shareholders or non-shareholders. Each of the members of the Board of
Statutory Auditors must possess the honourability and professionalism requisites and be
independent in accordance with law.
The appointment of a statutory auditor and an alternate auditor, in accordance with the By-Laws
(article 20), is reserved for the minority lists of shareholders with a minimum holding of at least
4% of the ordinary shares. The statutory auditor elected by the minority slate is elected the
Chairman of the Board of Statutory Auditors.
129
Independent audit company
The audit activities are carried out by an independent audit company in accordance with applicable
regulations. The Audit Firm is appointed by the Shareholders’ Meeting with prior consultation of
the Board of Statutory Auditors. The independent auditors who carry out the audit of Zignago
Vetro also carry out the audit of the subsidiary companies.
Supervisory Board
The Supervisory Board, appointed by the Board of Directors, has the responsibility to ensure the
Organisational, Management and Control Model pursuant to Legislative Decree 231/2001 is
adequate and efficient, effective and updated.
Executive responsible for the preparation of the corporate accounting documents
The executive responsible for the preparation of the corporate accounting documents, among other
matters, has the responsibility to implement adequate administrative and accounting procedures
for the preparation of the parent company accounts, the consolidated financial statements and all
other financial documents, certifying, together with the appointed boards, the adequacy and
application of these procedures and that the accounting information including interim reports
correspond to the underlying accounting documents, records and accounting entries.
Internal Control Manager
The internal control manager, among other matters, has the responsibility to verify the correct
functioning of the internal control system and must have an adequate level of independence. The
Internal Control Manager reports to the Executive Director responsible for the Internal Control
System, which guarantees his independence.
Executive Director to supervise the internal control system
The Executive Director responsible for the Internal Control System ensures the correct functioning
of the internal control system, and among other matters, proposes to the Board of Directors the
manager responsible for internal control, identifying the principal company risks and
implementing the guidelines outlined by the Board of Directors.
The present Report and all related documents may be downloaded from the internet site of the
Company at www.zignagovetro.com, Investor Relations section.
130
2. DISCLOSURES ON SHAREHOLDERS (ARTICLE 123, PARAGRAPH 1 OF
THE CONSOLIDATED FINANCE ACT)
The present Section 2 is also prepared in accordance with article 123-bis of the Finance Act. We
report that the disclosures required by Article 123-bis paragraph 1, letter i) are illustrated in the
section of the Report concerning Directors’ remuneration (section 9) and the disclosures required
by article 123-bis paragraph 1, letter l) are illustrated in the section concerning the Board of
Directors (section 4.1). The information required by the above-mentioned regulation, and not
reported in the present Section 2, is not applicable to the Company.
a)
Shareholders (as per article 123-bis, paragraph 1, letter a), CFA)
The share capital is Euro 8,000,000, entirely subscribed and paid in, and is composed of
80,000,000 ordinary shares having a nominal value of 0.10 Euro each.
b)
Restriction on the transfer of shares (as per article 123-bis, paragraph 1, letter b), CFA)
The shares of the Company are freely transferable by an act between persons or by succession
following death and are subject to the rules for shares issued by listed companies in Italy.
c)
Significant holdings (as per article 123-bis, paragraph 1, letter c), CFA)
At the date of the present Report, and based on the results of the Shareholders’ Register and
communications received in accordance with article 120 of the Finance Act, the following parties
hold at least 2% of the share capital, directly or indirectly:
Party
Direct holder
Zignago Holding SpA
Zignago Holding SpA
1.1
d)
No. ord. % of ordinary
shares held share capital
52,000,000
65.0%
% of voting
capital
65.0%
At the date of the present Report, all of the Company’s shares are nominative, freely
transferable and indivisible and each of them has a right to one vote at the ordinary and
extraordinary Shareholders’ Meeting of the Company, as well as other equity and other
administrative rights, in accordance with law and the applicable By-Laws. The Company
has also not issued shares with special rights, privileges or restrictions at the date of the
present report
Shares which confer special rights (as per article 123-bis, paragraph 1, letter d), CFA)
At the date of the present report, the Company has not issued any shares with voting rights or any
shares other than ordinary shares.
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e)
Employee shareholdings: voting mechanism (as per article 123-bis, paragraph 1, letter
f), CFA)
At the date of the present Report, there are no shareholding agreements with employees in relation
to the share capital of the company.
f)
Voting restrictions (as per article 123-bis, paragraph 1, letter f), CFA)
At the date of the present report, there are no restrictions on voting rights.
g)
Shareholder agreements (as per article 123-bis, paragraph 1, letter g), CFA)
At the date of the present Report, the share capital of Zignago Vetro is held 65% by Zignago
Holding S.p.A. (hereafter “Zignago Holding”), with the current shareholders of Zignago Holding
having signed a shareholder Agreement (the “Agreement”).
The parties subject to the Agreement are the shareholders of Zignago Holding: GA.MA. S.r.l.
Single Shareholder Company ("GA.MA."), MARVIT S.r.l. Single Shareholder Company
("MARVIT"), LIBRA S.r.l. ("LIBRA"), LUMAR S.r.l. ("LUMAR"), Margherita Marzotto,
Cristiana Marzotto, Maria Rosaria Marzotto (jointly the "Shareholders of Zignago Holding"), as
well as Gaetano Marzotto, Stefano Marzotto, Nicolò Marzotto, Luca Marzotto and M.D.D.R. S.r.l.
("M.D.D.R.") (hereafter, together with the shareholders of Zignago Holding, the "Parties").
The financial instruments of Zignago Holding held by shareholders of Zignago Holding are as
follows:
Shareholder
GA.MA (1)
MARVIT (2)
LUMAR (3)
LIBRA (4)
Cristiana Marzotto
Maria Rosaria Marzotto
Margherita Marzotto
TOTAL
Zignago
share
19. 484%
23.512%
24.569%
23.765%
3.120%
3.192%
2.358%
100.00%
Holding
(1) The share capital of GA.MA. S.r.l. single shareholder company of Euro 10,383.36 is entirely
held by Gaetano Marzotto.
(2) The share capital of MARVIT S.r.l. single shareholder company of Euro 98,641.92 is entirely
held by Stefano Marzotto.
(3) The share capital of LUMAR S.r.l. of Euro 10,400.00 is held for a nominal amount of Euro
10,296.00 by Luca Marzotto and for a nominal amount of Euro 104.00 by Nicolò Marzotto.
(4) The share capital of LIBRA S.r.l. of Euro 11,000.00 is held for a nominal amount of Euro
10,890.00 by Nicolò Marzotto and for a nominal amount of Euro 110.00 by Luca Marzotto.
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The Agreement, originally signed on July 11, 2006 and subsequently amended on December 19,
2008 and July 11, 2009, was agreed between, among others, FIMIZ S.r.l. (“FIMIZ”) and the
shareholders of FIMIZ and concerned, among other issues, the conduct rules and regulations
which govern the transactions between the shareholders of FIMIZ, as well as the Corporate
Governance regulations of FIMIZ, and through this company of Zignago Holding (whose share
capital, at the date of first signing, was entirely held by FIMIZ).
On December 17, 2009, the reverse merger deed (the “Merger”), under which FIMIZ was
incorporated into Zignago Holding, with effectiveness from December 31, 2009, whose share
capital before the Merger was entirely held by FIMIZ (and which post Merger was held by the
former shareholders of FIMIZ based on the shareholdings indicated in the table above).
Therefore on December 21, 2009, the shareholders of FIMIZ signed a private contract establishing
that the shareholder agreements contained in the Agreement relating to the corporate governance
of FIMIZ must concur with the corporate governance of Zignago Holding (due to the
discontinuation of FIMIZ as a result of the Merger), for the entire duration of the Agreement.
Except for that relating to the Merger, the Agreement remains in force and fully effective without
amendment of any of the conditions contained therein.
The Agreement became effective on July 11, 2006 with an original duration of three years. Upon
expiry, the Agreement renews automatically for 3 years with the exception of the case in which
one of the Parties revokes the renewal through sending a written communication to the other
Parties at least six months before the expiry of the relative term. The Agreement was last renewed
on July 11, 2009 for a period of a further three years.
h)
Change of control clause (as per article 123-bis, paragraph 1, letter h), CFA)
The Company or its subsidiaries have not stipulated significant agreements that are effective or
would be modified or discharged in the case of a change in control of the Issuer.
i)
Power to increase the share capital and authorisation to purchase treasury shares (as
per article 123-bis, paragraph 1, letter a), CFA)
The Company By-Laws do not permit the Board of Directors to increase the share capital in
accordance with Article 2443 of the civil code.
The Shareholders’ Meeting of April 24, 2011 authorised the Board of Directors of the Issuer, and
on its behalf the Chairman including proxies nominated by him, pursuant to article 2357 of the
Civil Code, to acquire treasury shares of the Company, for the amount, price and terms and
conditions as illustrated below:
–
the purchases may be made on one or more occasions, within 18 months from the date of
the shareholders’ meeting resolution and within the limits of the available reserves and
distributable profits from the last approved financial statements and will be accounted in
accordance with the provisions of law and applicable accounting principles;
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–
the purchase price of each share may not be 20% above or below the share price recorded
on the Stock Exchange in the trading day prior to each operation;
–
the maximum number of shares purchased cannot have a nominal value, including any
shares held by Subsidiary companies, exceeding one-tenth of the share capital;
–
the purchase of shares must be made in compliance with the current regulations for listed
companies and thus in accordance with article 144 - bis of the Consob Issuers’
Regulation, art. 132 of the CFA and the Stock Exchange Regulations and any other
regulation applicable including those of the EU Directive 2003/6 of January 28, 2003 and
relative European Union and National legislation.
The same Shareholders’ Meeting of Zignago Vetro, in ordinary session, also decided, among
other matters, to:
a)
Authorise the Board of Directors, in accordance with article 2357-ter, first paragraph of
the Civil Code, to utilise all or part, without time limits, of the shares acquired also before
exhausting the purchases; the shares may be transferred in one or more tranches,
including through a public offer and/or to the shareholders, on regulated markets and/or
non-regulated markets, or outside of the stock exchange, also through a public offer
and/or an offer to shareholders, institutional placement, placement of warrants, or as
payment for acquisition or of public exchange offer, at a price not higher than 20% above
the share price recorded on the trading day preceding each operation; however these price
limits will not be applied where the sale of the shares is to employees, including
management, executive directors, and consultants of Zignago Vetro and its subsidiaries in
relation to Incentive Stock Option plans;
b) authorise the Board of Directors, in accordance with article 2357-ter, third paragraph of
the Civil Code, to carry out all accounting registrations considered necessary or
appropriate, in relation to the treasury shares operations, in accordance with that required
by law and the applicable accounting principles.
In accordance with article 144-bis of the Consob Issuers’ regulation, the Company, on November
21, 2007, communicated to the public the details of its buy-back programme.
At December 31, 2011, the Company held in portfolio 1,292,140 treasury shares for a total
investment of Euro 5,027 thousand.
The Board of Directors, in the meeting of March 11, 2011, decided to propose to the Shareholders’
Meeting the renewal of the authorisation to purchase and utilise the treasury shares at the same
terms and conditions as that decided by the previous Shareholders’ Meeting.
l) Direction and co-ordination activities (as per article 2497 and subsequent of the Civil
Code)
Zignago Vetro is not subject to direction or control by Zignago Holding and operates
autonomously and with entrepreneurial independence of its holding company Zignago Holding.
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Zignago Vetro avails of some services supplied by Zignago Holding and of its subsidiary
companies, at market conditions and for reasons of technical, economic and commercial benefit.
***
The information required by Art.123.bis, first paragraph, letter i) of the CFA (indemnities of
directors in the case of dismissal and termination of employment following a public purchase
offer) are set out in the section of the report concerning director’s remuneration.
The information required by article 123-bis, first paragraph, letter l) of the CFA (appointment and
replacement of directors and amendments to the by-laws) is illustrated in the section of the Report
dedicated to the Board of Directors.
3. COMPLIANCE
The Company adopts the Self-Governance Code in substantial compliance with the applicable
regulations.
The sections below disclose procedures implemented by the Company or the amendments which
the Company is currently implementing in relation to the Organisational Model outlined in the
Self-Governance Code, accessible on the website www.borsaitaliana.it.
The present Report and all related documents may be downloaded from the internet site of the
Company at www.zignagovetro.com, Investor Relations section.
The Issuer and it strategic subsidiaries are not subject to laws in force outside Italy which affect
the corporate governance structures of the Issuer.
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4. BOARD OF DIRECTORS
4.1. APPOINTMENT AND REPLACEMENT (as per article 123-bis, paragraph 1,
letter l), CFA)
1.2
The Board of Directors, in accordance with article 15 of the By-Laws is composed of between 5
and 14 members, including the Chairman. The Shareholders’ Meeting decides the number of
members on the Board of Directors, their appointments within the above-mentioned limits and the
duration of office which cannot be more than 3 years. The offices held by the directors appointed
expire on the date of the Shareholders’ Meeting called for the approval of the financial statements
of the final year of office and they may be re-elected. The Shareholders’ Meeting can change the
number of directors during the course of its mandate, within the limits set out above and in the
manner that is described as follows; the mandate of these directors ceases with that of the other
directors previously appointed.
The members of the Board of Directors are elected on the basis of slates of candidates, in
accordance with the following procedures.
The appointment of the Board of Directors must occur through the voting of slates which allows
the minority shareholders to elect at least one director. Shareholders who represent at least 2.5% of
the paid in and subscribed share capital at the date of the presentation of the slate can present a
slate of candidates with no more candidates than those to be elected, progressively numbered.
These parameters conform with Consob regulation No. 17148 of 27.01.2010, in accordance with
article 144.quater of the Consob Issuers’ Regulations. The call notice will indicate the holding
required to present slates.
Each shareholder may present or be a candidate on only one slate; in case of breach, they are
excluded from all slates. Shareholders belonging to the same shareholder pact as per Article 122 of
Legislative Decree No. 58 of February 24, 1998 and subsequent modifications and additions, the
parent company, subsidiary companies and those subject to common control, also in the case in
which they act through nominees or trust companies, may present and vote on only one slate. The
votes in breach of this are not attributed to any slate. Each candidate can be presented only on one
slate at the risk of being declared ineligible.
The slates shall be filed at the Company’s registered office at least 25 days prior to the date
established for the Shareholders’ Meeting in first call. The call notice will indicate at least one
means of distance communication for the filing of slates. Ownership of the minimum shareholding
necessary to present a slate must be declared in the manner and under the terms and conditions
established by the existing law and regulations. Together with each slate, within the terms
indicated above, the following must be filed (i) information relating to the identity of the
shareholders presenting the slate and their shareholding; (ii) declarations that the individual
candidates accept their candidature and attest to the inexistence of causes of ineligibility and of
incompatibility and the existence of the requisites required by regulations in force for the
assumption of office, including any possible declarations of independence required in accordance
with the Self-Governance Code and regulations in force, and (iii) the curriculum vitae of each
candidate, with indication of offices held.
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Each slate must contain and expressly indicate the candidature of at least one party, or two in the
case of a Board of Directors composed of more than seven members, being independent in
accordance with article 148, paragraph 3, of the Finance Act and with article 147-ter, paragraph 4,
of the Finance Act (hereafter “Independent Directors ex article 147-ter”).
The candidates elected at the end of the voting shall be those on the two slates that have obtained
the higher number of votes, with the following criteria:
a)
From the slate which obtained the highest number of votes (hereafter the “Majority
Slate”) all of the members of the Board of Directors are elected except one, as established
by the Shareholders’ Meeting; the candidates are elected, up to the number required from
the slate;
b) From the slate which obtained the second highest number of votes and not connected in
any way, even indirectly, with the shareholders who presented or voted on the majority
slate (hereafter the “Minority Slate”), one director is elected, who is the candidate
indicated in the first position on the same slate; however, when from the Majority Slate
one or two Independent Directors in accordance with article 147-ter cannot be elected,
the first person on the Minority Slate, (or the first two, in the case of a Board of Directors
composed of more than seven members) is elected as an Independent Director in
accordance with article 147-ter indicated in the Minority Slate.
The candidate listed in first position on the Majority Slate is elected as Chairman of Board of
Directors.
When two slates obtain an equal amount of votes, a new vote is taken by the Shareholders’
Meeting, putting only the two slates concerned to the meeting. The same rule will apply in the case
of parity between the slates with the second highest number of votes.
Should only one slate be presented, the Shareholders' Meeting shall vote on it and should this slate
obtain the statutory majority, the candidates listed in progressive order up to the number fixed by
the Shareholders’ Meeting shall be elected as Directors. The candidate listed in the first position is
elected as the Chairman of the Board of Directors.
For the inclusion of the Directors to be elected, consideration is not taken of the slates which have
not obtained at least half of the votes required by the By-Laws for the presentation of the slates.
In the case of no slates being presented, the Shareholders’ Meeting appoints the Board of Directors
by statutory majority.
The Independent Directors in accordance with article 147-ter of the CFA who, after their
appointment, are no longer independent, immediately must communicate this to the Board of
Directors and, in every case, relinquish office.
In the case of the termination of office, for any reason, of one or more directors, the replacement is
made in accordance with law, without the necessity to appoint a director from the slate of the
137
director that resigned from the majority slate or from the minority slate. However, where the
majority of the members of Board of Directors are no longer in office for whatever reason, the
entire Board must resign and the Shareholders’ Meeting must be convened immediately by the
remaining directors in office to reconstitute the Board.
Currently, the Company has not set up a Nominations Committee.
The table attached to the present Report sub 1 indicates the Independent directors in accordance
with article 147-ter of the CFA and those also considered independent in accordance with article 3
of the Self-Governance Code.
4.2. COMPOSITION (as per article 123-bis, paragraph 2, letter h), CFA)
Article 15 of the By-Laws states that the Company is administered by a Board of Directors
composing of no less than five persons and no more than fourteen persons including the Chairman.
The Shareholders’ Meeting of April 29, 2010 appointed the Board of Directors, establishing the
number of members at 11, who will remain in office until the approval of the financial statements
at December 31, 2012. All of the members were elected from the only slate presented by the
majority shareholder Zignago Holding S.p.A..
This slate included the following candidates:
– Franco Grisan, born in Pola on June 24, 1942;
– Lino Benassi, born in Trento on December 2, 1943;
– Ferdinando Businaro, born in Padova on February 26, 1965;
– Alberto Faggion, born in Trissino (VI) on August 30, 1944;
– Paolo Giacobbo, born in Vicenza on April 21, 1949;
– Gaetano Marzotto, born in Valdagno (VI) on December 21, 1952;
– Luca Marzotto, born in Rome on January 9, 1971;
– Nicolò Marzotto, born in Rome on September 28, 1968;
– Stefano Marzotto, born in Valdagno (VI) on April 24, 1955;
– Maurizio Sobrero, born in Bologna on February 16, 1967;
– Giovanni Tamburi, born in Rome on April 21, 1954.
All of the candidates on the only slate presented were elected by a majority of those present. The
share capital present with voting rights totaled 65.211% of the entire share capital and the
favourable vote was received by 65.123% of the entire share capital.
Of the 11 directors appointed, 4 are independent. The Board evaluates annually the independence
of the Directors, based on the information provided by the parties. The presence of four
independent directors has the objective of achieving the greatest possible “best governance”
through debate and dialogue between all of the Directors. The contribution of the independent
directors in addition permits the Board of Directors to verify whether adequate independent
opinion exists in cases of potential conflicts of interest of the Company with the controlling
shareholder.
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The composition of the Board of Directors and of the Committees is reported in Table 1, along
with the number of meetings and attendances, while Attachment 2 contains the profile of each
director. The offices held by each director at December 31, 2011 on Boards of Directors or Boards
of Statutory Auditors of listed and non listed companies are reported in Attachment 2.
The Board of Directors has not defined the general criteria relating to the maximum number of
offices of administration and control in other companies that may be considered compatible with
the proper carrying out of their duties as directors of the Issuer as no circumstances have arisen
which necessitates such a requirement.
4.3. ROLE OF THE BOARD OF DIRECTORS (as per article 123-bis, paragraph 2,
letter h), CFA)
Article 16 of the By-Laws provides that the Board of Directors is convened in the place indicated
on the convocation notice, even if a place differing from the registered office, but in Italy or in
another European Union country, whenever the Chairman or the Vice-Chairman if nominated, or
the Chief Executive Officer if nominated, considers it necessary or when it is requested in written
form by at least three of its members. The Board of Directors can be convened by the Board of
Statutory Auditors, also individually, in accordance with article 151 of the Finance Act.
In accordance with the same article, the convocation of the meetings can be through telegram,
telefax, or electronic message sent to each member of the Board of Directors and each member of
the Board of Statutory Auditors at least three calendar days before the meeting. In cases of
urgency, the By-Laws establish that the convening can be carried out, in the same manner, with
notice of at least one day. In any case, also if the formalities above stated are not observed, the
Board is considered validly constituted whenever all of the Directors and all of the Statutory
Auditors are present.
The third paragraph of the same article provides moreover for the possibility that the meetings of
the Board are held by teleconference or video-conference and is permitted on condition that all of
the participants can be identified and that they can follow the discussions and intervene in real
time in relation to the subject matters under discussion.
A meeting of the Board of Directors shall be validly constituted when the majority of its members
in office are present. Resolutions shall be adopted by a majority of Directors present; in case of a
tie, the vote of the person chairing the meeting shall be decisive.
The meetings are chaired by the Chairman or, in his absence or impediment, by the Vice Chairman
if nominated. In the case of absence or impediment of the Vice Chairman, the meetings are chaired
by the most senior director or by seniority established by age.
The minutes of the Board meetings are prepared by the secretary of the Board of Directors and
signed by the Chairman of the meeting and by the secretary.
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The Board of Directors must be convened at least four times during the year on the occasion of the
preparation of the accounting results for the period. In 2011, seven Board of Directors’ meetings
were held with durations of between 40 minutes and 3 hours and forty five minutes.
Seven meetings are scheduled for the current year, of which two already held.
In relation to the board meetings, the Chairman organises the duties of the Board. For this reason,
the Board of Directors and Board of Statutory Auditors, in a timely and adequate manner, are
provided the documentation and the information necessary to ensure a correct and full evaluation
of the facts to be examined by the Board, to enable them to express with full disclosure and
knowledge, opinions on the matters provided for their examination upon which decisions are
made. For these reasons, the necessary information, as well as that relating to the principal
regulatory and legislative developments and updates regarding the Company and the corporate
boards, are issued to the directors in a timely manner before the meeting, except in the case where
other requirements limit the information provided (in particular urgent cases and for reasons of
extreme confidentiality). In 2011 in relation to all of the significant matters on the agendas of the
board meetings, information was provided.
It is underlined that the Chief Executive Officer, in accordance with the consolidated practices of
the Company, report extensively to the Board of Directors on the principal operations having a
significant economic, equity and financial impact.
Parties other than board members may participate at Board meetings if invited. In particular,
management of the Issuer and of the Group participate, whose presence assists greater
understanding of the matters on the agenda.
In relation to the role of the Board of Directors, the powers of the Board of Directors, in
accordance with article 17 of the By-Laws and with that established by the Self-Governance Code,
relate to the ordinary and extraordinary management of the Company, extending to all acts which
the Board considers necessary for the reaching of the corporate objectives, excluding only that
which is reserved by law to the Shareholders’ Meeting.
The matters at point 1.C.1 of the Self-Governance Code, not having been delegated to the CEO,
are reserved for consideration by the Board of Directors. In particular, in accordance with SelfGovernance Code, the examination and approval of the strategic, industrial and financial plans of
the Issuer and of the Group, the corporate governance system of the Issuer and the Group structure
which the Issuer heads, are reserved to the Board.
In accordance with article 17, the Board of Directors is attributed the powers to: (i) deliberate on
mergers in accordance with articles 2505 and 2505 bis of the Civil Code; (ii) the establishment and
closing of secondary offices; (iii) the reduction of share capital in the case of a decrease in the
number of shareholders; (iv) the adjustments of the by-laws in accordance with regulations; (v)
attributing the right of representation of the Company to directors; (vi) the appointment of
executives responsible for the preparation of the corporate accounting documents; (vii) the transfer
of the registered office within the national territory.
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Wherever reasons of urgency exist in relation to transactions with related parties not within the
ambit of the shareholders’ meetings or which must not be authorised by the meeting, the Board of
Directors may approve these transactions with related parties, which may be carried out also
through subsidiary companies, in place of the normal procedures established in the internal
procedure for transactions with related parties adopted by the company, although in compliance
with and under the terms and conditions established by the same procedure.
The following areas are also reserved for the exclusive competence of the Board of Directors: (i)
the appointment and revocation of office of the executive responsible for the preparation of the
corporate accounting documents; and (ii) the verification that the executive responsible for the
preparation of the corporate accounting documents may avail of sufficient powers and means for
the exercise of duties attributed by law, as well as full conformity with the administrative and
accounting procedures.
The Board, after examining the proposals by the relevant committee and the board of statutory
auditors, set the remuneration of the Chief Executive Officer.
The Board of Directors evaluated the adequacy of the organisational, administration and general
accounting system of the Issuer, prepared by the Chief Executive Officers with particular reference
to the internal control system and to the management of conflicts of interest. In relation to the
management of conflict of interests, the Chairman and the CEO, at least quarterly refer to the
Board on operations in which the directors are found to be in a situation of potential conflict of
interest.
In accordance with point 1 and the relative Self-Governance Code criteria, the Board of Directors
approved the governance system of the Company, resulting in, in particular, as well as the
delegation of powers and functions, including the establishment of internal and related committees
to the Board, also the internal procedural regulations relating to operations with related parties and
in which a director has an interest.
The Board of Directors monitors the general performance of operations, taking into account, in
particular, the information received from the executive directors, as well as periodically comparing
the results with the budgets.
During the year no operations having significant strategic, economic and equity importance for the
Issuer or its subsidiaries were undertaken.
The Board did not consider it necessary, in light of the structure of the Company and the internal
boards, to consider the size, composition and functioning of the Board and its committees.
The directors are subject to the curtailment under article 2390 of the civil code, except in the case
where they are exonerated by the Shareholders’ Meeting. At the date of the present report, the
Shareholders’ Meeting has not authorised exceptions to the competition prohibition.
141
4.4. EXECUTIVE BODIES
In accordance with article 18 of the By-Laws, the representation of the Company in relation to
judicial or administrative authorities and with third parties, as well as the corporate signature, lies
with the Chairman of the Board of Directors as well as the Vice Chairman, and in a residual
manner, to the directors and the procurators of which the Board of Directors has delegated powers,
within the limits of those delegations.
The Vice-Chairman Nicolò Marzotto exercises the function of Chairman in the case of the absence
or impediment of this latter (appointed in the person of Franco Grisan).
In accordance with article 17 of this By-Law, the Board of Directors’ can delegate part of its
responsibilities and powers, with the right of sub-delegation, including signature powers, to one or
more of its members, determining the responsibilities and remuneration. The office of Chairman
and Chief Executive Officer may be unified. The Board of Directors may also (i) institute an
Executive Committee composed of members chosen from the Board including the Chairman, (ii)
incorporate committees, comprised of members of the Board, of a consultative and/or
propositional nature, (iii) appoint general directors, agents, attorneys and proxies in general for
certain deeds or category of deeds chosen from among the employees of the Company or third
parties.
As set out above, the By-Laws provide that the Board of Directors can establish committees, from
members of the same Board, of a consultative and/or proposing nature, determining the number of
members of these committees and the functions attributed to them, in accordance with regulations
in force in relation to companies with shares listed on the regular markets.
The Board of Directors has set up an Internal Control Committee, a Remuneration Committee and
a Committee for Transactions with Related Parties.
The Board of Directors’ meeting of April 28, 2011 conferred to the Chairman Mr. Franco Grisan
the following duties and responsibilities:
- to call the meetings of the Board of Directors and ensure that the members are provided,
within a reasonable period in advance of the meeting (except in the cases of necessity and
urgency), the necessary documentation and information to discuss the matters submitted for
examination and approval;
- to coordinate the activities of the Board of Directors and direct the meetings of the board;
- to receive the proposals from the Chief Executive Officer and express to the Board of
Directors his opinion in relation to the objectives, policies and strategic organisational
decisions (key roles and positions) of the Companies of the Group;
- to determine with the Chief Executive Officer the strategies to be presented for the approval
of the Board of Directors;
- within the strategies approved and in tandem with the Chief Executive Officer, to implement
and supervise the introduction of new development initiatives of the Group, utilising for
these purposes the organisational structures of the Company and external organisations
within an approved budget;
- to represent the Company, where this power has not been conferred by the Board of
Directors, at the Industry Confederation, with the Industrial Unions and the Chambers of
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Commerce and with local interest groups and organisations, participating at meetings and
with the power to sign agreements;
- to oversee the implementation of the resolutions approved by the Board of Directors;
- to coordinate the financial communication activities of the Company.
The same Board of Directors’ meeting resolution of April 28, 2011 and the subsequent Board
meeting resolution of July 29, 2011 conferred to the Chief Executive Officer Mr. Paolo Giacobbo
the following duties and responsibilities:
-
-
-
to report to the Board of Directors on the management, operations and development of the
Company and of the Group. Specifically, he is responsible for the results based on the
objectives, strategies and policies approved;
to ensure the timely and valid drawing up, for the purposes of the decisions of the Board of
Directors, of strategic objectives (of portfolio, business etc.) and policies (human resources,
financial resources etc.) for the management, operations and development of the Group;
to report in a timely manner to the Chairman of the Company on the points illustrated
above, in order that he may coordinate the activities of the Board of Directors, and to
express his opinion on these issues.
143
The Chief Executive Officer is attributed the following executive powers:
– purchase of raw materials, services and stock, agreeing prices and purchase conditions;
– sell company products, establishing the prices and sales conditions;
– purchase, sell or exchange, utilising the annual budget, by individual investment,
approved by the Board of Directors, machinery and other mobile vehicles in general,
purchase and sell vehicles establishing the conditions and the prices as well as pay the
amounts for a value not above Euro 500 thousand;
– purchase, sell or exchange, machinery and other mobile vehicles in general, purchase and
sell vehicles establishing the conditions and the prices, in necessary cases and with
subsequent ratification by the Board of Directors, for a maximum non-authorised amount
of Euro 700 thousand, approved on a case by case basis by the board;
– sign agreements, settle accounts and invoices, also as final settlement;
– sign with all appropriate clauses, including arbitration clauses, amend or settle contracts
for the rental, transport, tender, granting of a loan, administration, or operation and
concerning the presentation of services in general, mediation, commission, sending,
agency and concession of sale and filing with the State administration, with public and
private entities and in particular with the Railway Administration;
– undertake the necessary deeds for trade patents such as, for example purposes, the
corrections, amendments, extension of confidentiality, divisions, proposed or resisted by
opposing administrations, interferences, appeals and to complete any other necessary
deed useful to seek, obtain or maintain trademarks, sign all necessary deeds for fulfilling
that conferred above, appoint trade patent agents in Italy and abroad, conferring their
relative powers;
– complete with the public administration, entities and public offices, all of the deeds and
necessary operations to obtain concessions, licences and authorisations in general,
signing, and settling as far as possible based on the applicable regulations, conventions,
deeds and any other preliminary deeds of the above-mentioned provisions;
– fulfil obligations, including those related to production and consumption taxes and
revenue and monopoly duties;
– deposit and withdraw amounts from banks, credit issuing institutions, also through third
party cheques for liquidity and related needs and utilisation of credit lines granted to the
Company, acquire or sell currencies relating to significant import or export operations,
with total value not above Euro 250 thousand for each operation or a set of similar
operations;
– represent, with power to sub-delegate, the Company in the Shareholders’ Meetings of the
subsidiary company Vetri Speciali S.p.A., with power to exercise all the Company rights
and faculties, with prior approval of the Board of Directors;
– represent, with power to sub-delegate, the Company in the Shareholders’ Meetings of
companies in which a holding exists, with power to exercise all the Company’s rights and
faculties, with prior approval of the Board of Directors;
– sign and transfer amounts, receipts and transfers to banks for deposit in current accounts
of the Company;
– sign all documentation relating to import and export operations;
– make any types of deposits and withdrawals from post offices, banks, credit institutions,
Regional Tax Offices, at the central and local offices of the Cassa Depositi e Prestiti,
customs, State and Private Rail Companies, transport and shipping companies etc.;
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receive from post, telegraph, custom, rail, transport and shipping companies, and in
general any public office, or any company or factory, money orders, packages, letters,
including registered, and insured with declarations of value, goods, money, etc., issuing
acknowledgments for that received;
pay or receive sums, receivables, interests, dividends, cheques and payment mandates
from whoever issues them in favour of the Company;
acquire, sale or exchange shares, holdings, bonds as well as holdings in Consortiums in
companies and/or non commercial entities, with exclusion of holdings in subsidiary or
associated companies, including fixed assets, in cases in which a resolution of the
relevant Corporate Boards has been acquired, for amounts not above Euro 250 thousand;
represent the Company at civil authorities or entities, administrative or legal of any level,
as well as at the Revenue Office and every other Tax Office and in front of the Tax and
Administrative Commissions of any type or level, presenting petitions, records,
proceedings, declarations; propose and accept transactions (however within a limit of
Euro 500 thousand per individual transaction), initiate proceedings, convened or
appealed, proposing all of the deeds deemed necessary and represent the Company at
creditor meetings, make proposals or approve debts in bankruptcies, approve agreements
and request relative amounts, settle any amount or claim (although within a limit of Euro
500 thousand for individual transaction or claim), compromising arbitration (although
within the limit of Euro 500 thousand for individual arbitration), also friendly, also in a
non appealable manner, administer the execution of rulings, defer, refer, accept legal
decisions, petition seizures or sequestrations or other acts from debtors or third parties
and the revocation, appointment of attorneys, lawyers and experts, and revoking,
substituting and electing such persons;
represent the Company at the Regional Tax Offices and the central and local offices of
the Cassa Depositi e Prestiti;
disburse and accept bills of exchange, in Euro or in foreign currency to suppliers for
payment of raw materials, machinery, inventories and auxiliary materials in general to
satisfy company requirements;
receive any types of grants from Ministries, Regions, Provinces and other national public
bodies and European Union bodies;
administrate the property of the Company signing and settling rental contracts;
sign and settle contracts concerning the rental of property, within the operational
requirements of the Company and within a limit of Euro 150 thousand for each single
operation;
authorise persons to use vehicles owned by the company in Italy and abroad and in any
European State, in compliance also with applicable laws;
employ, within the budget, staff under fixed term contracts with a maximum duration of
12 months, managers and white collar and blue collar staff;
agree, within the budget, outsourcing contracts;
agree, within the budget, one-off contracts or projects for a maximum value of Euro
50,000;
sign, within the budget, trade union agreements with the trade union representatives and
the workers’ unions, as well as agreements with trade union management;
confer and revoke by single act or category including those above, procure from third
parties also from non-employees of the company.
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The Chief Executive Officer Mr. Paolo Giacobbo also has the following powers, to be exercised
with joint signature:
– purchase, sell or exchange, utilising the annual budget, by individual investment, approved by
the Board of Directors, machinery and other mobile vehicles in general, purchase and sell
vehicles establishing the conditions and the prices as well as pay the amounts for a value not
above Euro 500 thousand, with joint signature of the Vice General Manager Mr. Ovidio Dri;
– request from banking institutes and sign loans of any type, also bills exchanged, within the
current requirements of the Company with joint signature of the Chief Financial Officer Mr.
Roberto Celot or the Director Mr. Alberto Faggion;
– deposit and withdraw amounts from banks, credit issuing institutions, also through third party
cheques for liquidity and related needs and utilisation of credit lines granted to the Company,
acquire or sell currencies relating to significant import or export operations, with total value
above Euro 250 thousand for each operation or a set of similar operations, with joint signature
of the Chief Financial Officer Mr. Roberto Celot or the Director Mr. Alberto Faggion;
– sign sureties in favour of third parties in the case in which the concession of the surety
guarantee is previously approved by the relevant Company Boards, with joint signature of the
Chief Financial Officer Mr. Robert Celot or the Director Mr. Alberto Faggion;
– cancel judicial and/or voluntary mortgages registered or to be registered in favour of the
Company, against creditor positions of the same Company and subsequently settled,
exonerating the Agreement of Property Registries from every responsibility in relation to the
cancelation, with joint signature of the Chief Financial Officer Mr. Roberto Celot or the
Director Mr. Alberto Faggion;
– sign and settle insurance contracts of any type, signing the relative policies with power also to
settle and request, in the case of a claim, the relative indemnity, issuing acknowledgments to
the competent authorities, settling any other indemnity due to third parties for any type of
claim, with joint signature of the Chief Financial Officer Mr. Roberto Celot or the Director
Mr. Alberto Faggion;
– purchase, sell or exchange shares, quotas, bonds and financial instruments in general, not
comprising fixed assets, with joint signature of the Chief Financial Officer Mr. Roberto Celot
and with the Director Mr. Alberto Faggion;
– purchase, sell or exchange shares, quotas, bonds as well as holdings in Consortium companies
and/or non commercial Entities, with the exclusion of shareholdings in subsidiary and
associated companies, including fixed assets, in the case in which prior approval is given by
the Corporate Boards, for values above Euro 250 thousand, with joint signature with the Chief
Financial Officer Mr. Roberto Celot or the Director Mr. Alberto Faggion;
– employ or dismiss, within the budget or approved programmes by the Board of Directors,
executives with fixed term or long-term contracts, managers, white and blue collar workers,
with long-term contracts or extending beyond 12 months, with joint signature of the Chief
Financial Officer Mr. Roberto Celot or Mr. Michele Pezza;
– agree, within the budget, one-off contracts or projects for a maximum value of Euro 50,000,
with joint signature of the Chief Financial Officer Mr. Roberto Celot or Mr. Michele Pezza.
The Chief Executive Officer Mr. Paolo Giacobbo may, in exercising the above stated powers,
utilise qualified partners, whom however he must oversee.
The Board has also delegated to the Chairman and Chief Executive Officer the functions of:
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manage, address and organise security aspects and workplace health, in all of the productive
units and in the other work areas of the Company, and to attribute him the position of
employer in accordance with Legislative Decree 81/2008 and subsequent amendments and
additions, with mandate to put in place every act and function necessary to comply with
applicable regulations;
manage, address and organise all aspects in relation to environmental protection, with
mandate to carry out every necessary act for the compliance with applicable regulations;
manage, address and organise all aspects in relation to the protection of personal data held by
the Company, with mandate to carry out every necessary act for the compliance with
applicable regulations.
Reporting to the Board
The directors refer to the Board of Statutory Auditors in a timely manner, and at least quarterly at
the meetings of the Board of Directors, or also through written communication to the Chairman of
the Board of Statutory Auditors on the activities carried out and on the most significant economic,
financial and balance sheet operations carried out by the Company and by the subsidiary
companies, in order to enable the Board of Statutory Auditors to evaluate if the operations
resolved upon and implemented conform with law and the by-laws and are not broadly imprudent
or in conflict with the resolutions undertaken by the Shareholders’ Meeting or such as to
compromise the integrity of the value of the company. In particular, the Directors report on
operations in which they have an interest, either on their own behalf or on behalf of third parties,
or that are affected by any individual who directs and coordinates the operation.
At the date of the present Report, the Company has not set up an Executive Committee.
4.5. OTHER EXECUTIVE DIRECTORS
1.3
The Board of Directors’ resolutions of April 28, 2011 conferred Alberto Faggion a series of
powers of ordinary administration, with value limits, exercisable with single signature; while,
particularly in relation to the financial aspects of the Company, Alberto Faggion was conferred
powers, with value limits, exercisable exclusively with joint signature.
On April 28, 2011, the Board of Directors conferred to Mr. Stefano Marzotto the power to
represent, with faculty to sub-delegate, the Company at the shareholders’ meeting of the subsidiary
Vetri Speciali SpA, including all related powers exercised by the Company, with prior approval of
the Board of Directors.
4.6. INDEPENDENT DIRECTORS
The Board of Directors in the meeting of April 29, 2010 considered, based on the available
information and taking account of the parameters established by the Self-Governance Code and
the Stock Exchange Regulation Instructions, the Directors Lino Benassi, Ferdinando Businaro,
Maurizio Sobrero and Giovanni Tamburi to qualify as independent.
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The Board of Statutory Auditors verified the correct application of the assessment criteria and
procedures adopted by the Board to evaluate the independence of its members.
During the year no meetings of the independent directors without the presence of other directors
were held, in that no matters and/or situations occurred which required the specific and reserved
dealing of the independent directors, also in relation to the protection of minority shareholders.
4.7. LEAD INDEPENDENT DIRECTOR
As per article 2 of the Self-Governance Code, the Company has appointed Mr. Lino Benassi as the
lead independent director, who is a non-executive director, and in particular one of the
independent directors, which allows a greater contribution to the activities and the functioning of
the Board of Directors.
During the year the Lead Independent Director, Mr. Lino Benassi, coordinated where necessary
and also opportune, the requests and the contributions of the non executive directors and in
particular the independent directors.
5. TREATMENT OF CORPORATE INFORMATION
In accordance with the principles contained in the Self-Governance Code, the Board of Directors
of the Company adopted regulations for the treatment of corporate information and the setting up
of the relative register (so-called Insider), which regulates internal management procedures and the
manner for the communication externally of documents and the information relating to the
Company and its subsidiaries, with particular regard to the above-mentioned confidential
information. These regulations intend to: (i) preserve the secrecy of the confidential information,
ensuring at the same time that the information provided to the market of the corporate data is
correct, complete, adequate, timely and non selective; and (ii) regulate, in conformity with the
combination proposed by article 115-bis of the Finance Act and 152-bis of the Consob Issuers’
Regulations, a procedure for the management of the register or information reported to anyone
who, for working or professional reasons or in the ambit of the functions carried out by the
Company, regularly or occasionally accesses confidential information.
The Board of Directors on December 22, 2006 appointed Mr. Roberto Celot as the person
responsible for the above-mentioned register. With regards to this, the person responsible reports
to the Chairman of the Board of Directors with regard to the updating of the register and the
criteria adopted for the management and research of the data which it contains.
In accordance with that contained in the Self-Governance Code, the Board of Directors of the
Company adopted a regulation (Internal Dealing Code), which regulates the information to be
made public relating to the operations undertaken and the financial instruments issued by the
Company by the relevant persons and by persons related in accordance with article 152 and
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subsequent of the Consob Issuers’ Regulations. This regulation provides for the so-called “black
out period”. This amendment was necessary in order to comply with one of the new clauses
introduced by the Stock Exchange Regulation, from March 26, 2007 and immediately applicable
and in order to satisfy one of the new requirements to maintain STAR segment qualification.
Where necessary, the Company issued communications in relation to internal dealing during the
year.
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6. INTERNAL COMMITTEES TO THE BOARD (as per article 123-bis,
paragraph 2, letter d) CFA)
The Board of Directors, in accordance with article 17 of the By-Laws, on March 22, 2007,
incorporated an Internal Control Committee, which has the duty, among others, to identify and
evaluate the business issues and risks and carry out the consultative and prepositional functions
required by the Self-Governance Code, and a Remuneration Committee, with the duty to formulate
proposals regarding the remuneration of executive directors and those holding certain
appointments.
For further information in relation to the Remuneration Committee and the Internal Control
Committee, reference is made to the subsequent sections 8 and 10.
The Board of Directors of the Company, in the meeting of November 26, 2010, created a
Committee for Transactions with Related Parties, with a significant role in the evaluation of the
Transactions with Related Parties and in compliance with the above-stated procedure. This
Committee has the duty to guarantee substantial correctness of the transactions with related
parties, through the issue of an opinion on the interest of the company served through the specific
transaction as well as the suitability and correctness of the conditions. For further information on
the Committee for Transactions with Related Parties, reference should be made to section 12.
No further committees were constituted or committees which carry out the functions of 2 or more
committees.
7. NOMINATIONS COMMITTEE
The Company decided not to create a Nominations Committee.
8. REMUNERATION COMMITTEE
It should be noted that the disclosures in the present section relating to the functions of the
Remuneration Committee are made in Section 1, paragraph “Remuneration Committee” of the
Remuneration Report published in accordance with Article 123-ter of the Finance Act.
The Remuneration Committee was appointed with a Board of Director’s resolution on March 22,
2007. The Board of Directors’ meeting of July 29, 2010 reelected the members of the
Remuneration Committee, whose mandate expired, in the persons of Lino Benassi (Independent
Director) Stefano Marzotto (non-executive Director) and Giovanni Tamburi (independent
Director). The Board, at the time of the appointment, evaluated and considered adequate the
financial and accounting qualifications of the members of the Committee.
The Remuneration Committee has the duty, in particular, to formulate proposals regarding the
remuneration of the Chief Executive Officers and those who hold particular offices.
The Remuneration Committee periodically evaluates the criteria adopted for the remuneration of
the executives with strategic responsibilities, supervises their application on the basis of the
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information provided by the Chief Executive Officers and formulates general recommendations on
the matter to the Board of Directors.
During the year, the Remuneration Committee met three times. The average duration of meetings
was approximately one hour.
In Table 2, the frequency of the meetings of the Committee during 2011 is reported along with the
relative attendances.
At least three Remuneration Committee meetings are scheduled for 2012 and at the date of the
present Report the Committee has met once. Minutes are kept of the Remuneration Committee
meetings.
The Directors abstained from participating at the Committee meetings where the proposals to the
Board relative to their remuneration are formulated. No parties attended the Committee meetings
who are not members.
9. REMUNERATION OF DIRECTORS
It should be noted that the disclosures in the present section relating to the general remuneration
policy, the share-based incentive plans, the remuneration of executive directors, of the executives
with strategic responsibilities and non executive directors, are reported through reference to
Section I of the Remuneration Report issued in accordance with Article 123-ter of the Finance
Act.
No agreements have been signed between the Parent Company and the directors which provide
indemnity in the case of resignation or dismissal/revocation of office without just cause or
termination of employment following a public purchase offer.
10. INTERNAL CONTROL COMMITTEE
The Internal Control Committee was appointed through Board of Directors’ resolution of March
22, 2007. The Committee currently comprises Messrs. Ferdinando Businaro (Independent
Director), Luca Marzotto (Non-executive Director as per Art. 2 of the Self-Governance Code) and
Maurizio Sobrero (Independent Director). These directors, all non executive and two of which
independent, were conferred the task to identify and evaluate the problems and risks concerning
company operations.
The Board, at the time of the appointment evaluated and believed adequate the qualifications of
the members of the Internal Control Committee in financial and accounting matters.
The Internal Control Committee meets at least quarterly and outlines its activities at least halfyearly.
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In 2011, the Internal Control Committee met 4 times. Minutes are kept of the Committee
meetings.
The average duration of meetings was approximately one and a half hours.
In 2012 at least four meetings of the Internal Control Committee are scheduled and at the date of
the present Report the Committee has met once.
The Chairman of the Statutory Auditors or another standing statutory auditor designated by
him/her attends the meetings.
In Table 1, the frequency of the meetings of the Committee during 2011 is reported along with the
relative attendances.
The Internal Control Committee has the consultative and proposal functions listed in article 8 of
the Self-Governance Code.
In the undertaking of their functions, the Internal Control Committee may access all information
and departments necessary for the undertaking of their duties as well as utilising external
consultants, within the terms established by the Board of Directors.
During the year in carrying out its duties the Internal Control Committee was supported by the
Supervisory Board, by the executive director appointed to oversee the functioning of the control
system and the Internal Control Manager.
11. INTERNAL CONTROL SYSTEM
The internal control system is the overall rules, procedures and organisational structures aimed at
permitting, through an adequate process of identification, measurement, management and
monitoring of the principal risks, a safe, correct and coherent management of the enterprise with it
set objectives, conformity with law and the regulations and correct and transparent internal and
market disclosure.
The principal elements upon which the internal control system of the Company is based are as
follows:
The Ethics Code – in February 2008, the Company adopted an Ethics Code, in line with best
international practice, which sets out the principles and founding ethical values of the company, as
well as the conduct regulations and legislation. The ethics code, which is an integral part of the
organisational, management and control model as per Legislative Decree 231/01, is binding for the
conduct of directors, employees and all collaborators of the company. A specific procedure for the
recording of potential violations of the Ethics Code and Model 231 was set up.
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Organisational structure – The general organisational structure and the appointment of senior
managers and of their principal operating roles was drawn up by the Chief Executive Officer. The
Board of Directors is systematically informed in relation to principal organisational amendments.
Powers and delegations – the Board of Directors on April 29, 2010 (and through subsequent
amendments and additions) attribute the powers of management.
The principal conditions adopted for achieving the strategic and operational objectives, as well as
the monitoring of the efficacy and efficiency of the activities and the safeguarding of the
company’s assets, are as follows:
Drawing up of objectives, budgets, reporting and management control – the Company
operates a structured system for the definition of corporate objectives (strategic and operational),
for the development of annual budgets, of their interim review, of the monitoring and analysis of
the variance between objectives and performance, through a structured system of management
control and reporting.
Internal communication – a system of internal communication which is structured to facilitate
and promote the communication of significant information to specific parties within the Company
and the Group is operational.
System of operational procedures – for the correct application of corporate directives and the
reduction of risks related to the reaching of corporate objectives, the Company has put in place an
ISO procedure which regulates internal processes, governing both the activities carried out within
departments and relations with other entities.
Information Systems – Almost all of the corporate information processes, both operational and
accounting and financial, are facilitated by an IT system, based on highly integrated software
packages.
The use of the systems is regulated by internal procedures which guarantee security, privacy and
correct utilisation by users.
The availability of data when required is guaranteed by an abundant hardware and software
infrastructure.
Confidentiality of data and information is guaranteed principally through a system of segregation,
principally based on user authorisation profile.
Security is guaranteed by a hardware and software infrastructure designed with the necessary remit
in mind and subject to constant maintenance and undergoing periodic tests.
The platforms and the applications utilised are integrated in order to minimise the introduction of
multiple data sets and to render automatic the process flows. The services are supplied by
outsourcers.
The principal guides for the achievement of conformity with law and applicable regulations
(compliance) and for correct and transparent disclosure to the market are the following:
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Organisational model as per legislative decree 231/01 – in March 2008 the Company approved
the Organisational model in accordance with legislative decree 231/01, in order to avoid the
possibility of the commission of significant offences under the decree and consequently by the
administrative of the Company. The Model adopted provides for an organisational structure, a
system of procedures and delegations, general principles, rules of conduct, instruments of control
and organisational procedure, as well as training activity and information and a disciplinary
system, drawn up in order to ensure the prevention of the commission of offences. The Board of
Directors nominated a Supervision Committee, which was entrusted with the tasks of monitoring
the correct functioning of the Model and its development and reporting to the Board of Directors
and Board of Statutory Auditors on a half-yearly basis.
The model is continually updated, with the most recent model approved by the Board of Directors
on March 14, 2012. For further information, reference should be made to section 11.3.
Model of accounting control as per law 262/2005 in relation to financial disclosure – In
conformity with the entry into force of the above stated law on protection of savings, the Company
adopted a model for the management of administrative and accounting procedures, for the drawing
up of financial communications and accounting control, as well as management regulations,
periodic verification and the declaration of adequacy of the model, attributing the responsibility
within the organisation and in particular to the Executive Responsible for the preparation of the
corporate accounting documents. In particular, the model seeks to provide the reasonable certainty
that accounting disclosure is provided to users with a true and correct representation of the facts,
and corresponding to the documented results, the books and accounting entries and
communications of the company provided to the market.
Security, environment and quality – the Company has adopted a system of organisational
structures and procedures dedicated to the management of security of data (which also fulfils the
Privacy regulation), the protection of the environment, security of plant and personnel and the
quality of service provided. The Evaluation Document of Risks is constantly monitored and
updated.
Confidential information – the Company has adopted a procedural system for internal
management and external communication of confidential information, in conformity with the
requirements introduced by the EU directive in relation to market abuse. For further information,
reference should be made to section 5.
Considering the activities carried out by the Internal Control Committee, by the Supervisory
Board, the contribution of the Board of Statutory Auditors, management, the Executive Director
appointed to oversee the internal control system, the internal control Executive and the Executive
appointed for the preparation of the accounting and corporate documents, the Board of Directors
considers the system of internal control adequate and effective.
11.1. EXECUTIVE DIRECTOR RESPONSIBLE FOR THE INTERNAL CONTROL
SYSTEM
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In order to create an organised and coherent system of internal control, the Board of Directors on
March 14, 2008, appointed the Director Mr. Alberto Faggion as executive director to oversee the
functioning of the control system.
The Executive Director appointed to oversee the Internal Control System carries out, among
others, activities such as collaboration and cooperation with the Board in order to identify the
principal corporate risks (strategic, operative, financial and compliance), the adaptation of the
internal control system to the operating conditions and the legislative and regulatory environment
and the proposal to the Board in relation to the appointment, revocation and remuneration of the
internal control manager.
11.2. INTERNAL CONTROL MANAGER
The Board of Directors, on March 14, 2008, appointed on the proposal of the executive director
appointed to oversee the functioning of the internal control system and having consulted with the
Internal Control Committee, Mr. Gianpiero Canciani as internal control manager.
The internal control manager has the responsibility to verify the correct functioning of the internal
control system and must have an adequate level of independence. He is not responsible for any
operational area of the Issuer. In carrying out the duties delegated, he exclusively reports to the
Internal Control Committee.
During the year, the Manager supported the activities of the Internal Control Committee.
11.3. ORGANISATION MODEL PURSUANT TO LEGISLATIVE DECREE 231/2001
The Board of Directors of the Company, in the meeting of March 14, 2008, in relation to
Legislative Decree No. 231 of June 8, 2001 (and successive modifications and integrations), which
introduced a specific code of responsibility for companies for any type of offence and in
accordance with that established by the regulations of Borsa Italiana for the quotation on the
STAR segment adopted the “Model of organisation, management and control in accordance with
Legislative Decree 231/2001”, responding to the requisites of the same Legislative Decree and
prepared in accordance with the guidelines issued by Confindustria.
The adoption and efficient implementation of the organisational, management and control model is
appropriate to prevent offences under the Legislative Decree; the Company may be exonerated
from the responsibility consequent of offences made by “applicable” Parties and by persons
subject to their supervision and direction.
The Model provides for a series of regulations on conduct, procedures and control activities, as
well as a system of powers and delegations, in order to prevent the above responsibility arising.
Moreover a disciplinary system was introduced which is applied in the cases in which the above
model is not complied with.
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To implement the model set out by Legs. Decree 231/2001, a Supervisory Board (“SB”),
appointed by the Board of Directors, was created, which has the responsibility to ensure the
Organisational, Management and Control Model pursuant to Legislative Decree 231/2001 is
adequate and efficient, effective and updated.
The Supervisory Board is currently comprised of:
Office
Name
Chairman of the Supervisory Board
Member
Member
Alessandro Bentsik
Massimiliano Agnetti
Nicola Campana
For the carrying out of the duties, the SB is provided with its own budget.
Also at the meeting of March 14, 2008, the Board of Directors approved the By-Laws of the
Supervisory Board, establishing the method for its appointment and composition, as well as the
functions and the powers of the same.
The Supervisory Board (SB) in the year carried out monitoring of the functioning, efficacy and
compliance with the model as well as the recording of significant updates of the model and of the
corporate procedures and protocols. In this remit, the SB coordinated with the Internal Control
Committee reporting on the results of the verification and the modifications to the model
following changes in the internal organisation, in the corporate activities and in the relevant
regulatory provisions, particularly in relation to the updates to Legislative Decree 231/201 with the
addition of new types of offences.
The Supervisory Board, through the internal control committee, communicates to the Board of
Directors, half-yearly, a written report on the Organisational, Management and Control Model.
The implementation of the detailed aspects of the activities contained in the Model has been
substantially completed. The Model has been communicated to all personnel and third party
consultants, clients, suppliers and partners, where deemed suitable and necessary.
Also in relation to the activities carried out and implemented by the Organisational and
Management Model in accordance with Legislative Decree 231/2001, the Board of Directors on
March 14, 2008 adopted the Ethics Code of the Company. In fact, as evidenced in the Guidelines
for the construction of the models in accordance with Legislative Decree 231/2001, issued by
Confindustria, the adoption of the relative ethics principles in order to prevent offences constitute
an essential element of the preventative control system. In particular, the Ethics Code identifies the
corporate values, together with the rights and the responsibilities of its subject, and applies
sanctions in the case of breaches of the principles expressed in the same Code.
In 2011, the Supervisory Board met 7 times.
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11.4. INDEPENDENT AUDIT COMPANY
The audit activities are carried out by an independent audit company in accordance with applicable
regulations. The Audit Firm is appointed by the Shareholders’ Meeting with prior consultation of
the Board of Statutory Auditors.
The auditor of the consolidated and separate financial statements of Zignago Vetro for the years
2007-2015, of the limited audit of the half-year consolidated reports for the same period, as well as
the verification and control of the accounting and the correct recording of the operational events in
the accounting records of the above-mentioned years was conferred, in accordance with article 159
of the Finance Act, to Reconta Ernst & Young SpA with ordinary Shareholders’ Meeting
resolution of December 22, 2006 and subsequently at the ordinary Shareholders’ Meeting of
February 16, 2007 in accordance with the modifications introduced by Legislative Decree
303/2006 published in the Official Gazette on January 10, 2007.
The independent auditors who carry out the audit of Zignago Vetro also carry out the audit of the
subsidiary companies.
11.5. EXECUTIVE RESPONSIBLE FOR THE
CORPORATE ACCOUNTING DOCUMENTS
PREPARATION
OF
THE
The executive responsible for the preparation of the corporate accounting documents has the
responsibility to implement adequate administrative and accounting procedures for the preparation
of the parent company accounts, the consolidated financial statements and all other financial
documents, certifying their application, and that accounting information including interim reports
correspond to the underlying accounting documents, records and accounting entries.
In accordance with article 23 of the By-Laws and in conformity with the regulations currently in
force, the Board of Directors, in the meeting of July 30, 2007, appointed Mr. Roberto Celot,
Administration, Finance and Control Director of the Issuer, as executive responsible for the
preparation of the corporate accounting documents in accordance with article 154 bis of the
Finance Act, considering satisfactory his appointment criteria and in particular his proven
accounting and financial experience.
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12. TRANSACTIONS WITH RELATED PARTIES
In accordance with the Self-Governance Code, in addition to the new regulation issued by Consob
through resolution No.17221 of March 12, 2010, the Board of Directors of the Company in the
meeting of November 26, 2010 approved a new procedure for transactions with related parties, in
compliance with the new regulatory provisions introduced by the Commission with the abovestated Consob regulation and in line with the recommendations of the Commission in relation to
Interpretative Communications.
The most significant aspects of the new procedure include:
(i)
“transactions with related parties” are classified as transactions of significant value
(concerning transactions exceeding thresholds established by Consob), of insignificant
value (those of a value which prima facia do not pose significant risk for investor
interests and therefore excluded from the application of the new procedure) and those of
intermediate value (a residual category comprising transactions with related parties not
covered by the first two categories);
(ii)
the transparency and market communication regulations are more stringent in relation to
transactions of significant value, requiring publication of a disclosure document;
(iii)
the procedural regulations which establish the involvement of the Committee for
Transactions with Related Parties for the transaction approval procedure.
The Board of Directors of the Company, in the meeting of November 26, 2010, created a
Committee for Transactions with Related Parties, with a significant role in the evaluation of the
Transactions with Related Parties and in compliance with the above-stated procedure. This
Committee has the duty to guarantee substantial correctness of the transactions with related
parties, through the issue of an opinion on the interest of the company served through the specific
transaction as well as the suitability and correctness of the conditions.
The Committee includes Directors considered independent in accordance with the SelfGovernance Code for listed companies adopted by Borsa Italiana S.p.A.
As established by Consob regulation No.17221 of March 12, 2010, the Committee for
Transactions with Related Parties preliminarily approved the new procedure for transactions with
related parties, establishing compliance with the regulatory provisions.
The Committee comprises three independent directors - Lino Benassi, Ferdinando Businaro and
Maurizio Sobrero.
158
13. APPOINTMENT OF STATUTORY AUDITORS
The appointment of the Statutory Auditors is carried out based on slates presented to the
shareholders according to the procedure set out by article 20 of the By-Laws, reported below, in
order to ensure that the minority slate appoints a Statutory Auditor holding the position of the
Chairman and an alternate Auditor.
In relation to this, slates are presented in which the candidates are listed by progressive numbering.
The slate is composed of two sections: one for candidates for the office of Statutory Auditor, and the
other for candidates for the office of Alternate Auditor.
Only shareholders who together or with others represent at least 2.5% of the subscribed and paidin share capital at the moment of presentation of the slate or another limit established by Consob
with regulations taking account of the floating capital and the ownership of the listed companies
have the right to present slates. The call notice indicates the holding required to present slates.
Each shareholder may present only one slate; in case of breach, they are excluded from all slates.
Shareholders belonging to the same shareholder pact as per Article 122 of the CFA and subsequent
modifications and additions, the parent company, the subsidiary companies and those subject to
the common control, may present and vote on only one slate. The votes in breach of this are not
attributed to any slate.
The slates shall be filed at the Company’s registered office at least 25 days prior to the date
established for the Shareholders’ Meeting in first call. The call notice will indicate at least one
means of distance communication for the filing of slates. Ownership of the minimum shareholding
necessary to present a slate must be declared in the manner and under the terms and conditions
established by the existing law and regulations. In the case where only one slate is filed at the
expiry date of the term for presentation of the slates, or slates are only presented by related
shareholders pursuant to the applicable directives, slates can be presented up to the third day
subsequent to such date. In this case, the threshold established for the presentation of the slate is
reduced by half. Together with each slate, within the terms indicated above, the following must be
filed (i) information relating to the identity of the shareholders presenting the slate and their
shareholding; (ii) declarations that the individual candidates accept their candidature and attest to
the inexistence of causes of ineligibility and of incompatibility and the existence of the requisites
required by regulations in force for the assumption of office, (iii) the curriculum vitae of each
candidate, with indication of offices held. In addition to that established by the previous points, in
the case of the presentation of a slate by shareholders other than those who hold, also jointly, a
controlling or majority holding of the share capital of the Company, such slate must be
accompanied by a declaration of the shareholders presenting, declaring the absence of association
with one or more of the main shareholders, as defined by existing regulations.
Slates presented that do not comply with all of the above formalities are considered as not
presented.
All those entitled to vote shall vote for only one slate.
159
The procedure for electing Statutory Auditors shall be as follows: a) from the slate that has
obtained the higher number of votes, based on the progressive order with which they are shown on
the slate, two statutory auditors and an alternate auditor (hereafter the “Majority slate”) are
elected; (b) from the slate that has obtained the second highest number of votes and that is not
associated, even indirectly, with the shareholders who have presented or voted on the Majority
slate, based on the progressive order with which they are shown on the slate, the remaining
statutory auditor and other alternate auditor are elected (the “Minority slate”).
When the first two slates obtain an equal amount of votes, a new vote is taken by the
Shareholders’ Meeting, putting only the first two slates concerned to the meeting. The same rule
will apply in the case of parity between the slates with the second highest number of votes.
The Chairman of the Board of Statutory Auditors shall be the first candidate on the Minority Slate.
Where his/her legal requisites no longer exist, the statutory auditor must leave office.
In the case of the substitution of a Statutory Auditor until the next Shareholders’ Meeting, the
Alternate Auditor is taken from the same list as the auditor vacating office. When a Statutory
Auditor vacates office, including the chairman of the Board of Statutory Auditors, the
chairmanship is assumed until the next Shareholders’ Meeting by the alternate member of the
same list from which the Chairman was elected.
If the alternate auditor cannot complete the Board of Statutory Auditors, a Shareholders’ Meeting
is convened to elect the Statutory Auditors and chose, where the statutory auditors may still be
elected, from among the candidates on the slate from which the vacating statutory auditor was a
member. In all of the cases in which it is not possible to form the Board of Statutory Auditors by
that set out above, the provisions of law are applied.
In the case in which only one slate is presented or in the case in which no slate is presented, the
Shareholders’ Meeting votes by statutory majority.
160
14. STATUTORY AUDITORS (as per article 123-bis, paragraph 2, letter d), CFA)
The Board of the Statutory Auditors verifies compliance with law and the By-Laws, in respect of
the principles of correct administration and in particular on the adequacy of the internal control
system as well as of the organisation, administration and accounting structure and its functioning,
as well as the method for establishing corporate governance regulations which the company
declares it is in observance of.
In accordance with article 20 of the By-Laws, the Board of Statutory Auditors is composed of
three standing members and two alternate members, shareholders and non-shareholders, and
appointed by the Shareholders’ Meeting, which determines their annual remuneration and the
duration of office. The attributes, duties and duration of the Board of Statutory Auditors are based
on that required by law. In accordance with law, the outgoing statutory auditors may be re-elected.
Each of the members of the Board of Statutory Auditors must possess the honourability requisites
and be independent in accordance with law.
The present Board of Statutory Auditors were appointed by the ordinary Shareholders’ Meeting on
July 29, 2010 and will remain in office until the approval of the financial statements at December
31, 2012.
All of the members were elected from on the only slate presented by the majority shareholder
Zignago Holding SpA.
This slate included the following candidates:
Standing Auditors:
– Paolo Nicolai, born in Lagnago (VR) on June 26, 1955;
– Carlo Pesce, born in San Martin (Argentina) on March 8, 1951;
– Andrea Felice Dalla Vecchia, born in Schio (VI) on July 30, 1968.
–
–
Alternate Auditors:
Alessandro Bentsik, born in Venezia on February 13, 1962;
Stefano Meneghini, born in Vicenza on June 2, 1966;
All of the candidates on the only slate presented were elected by a majority of those present. The
share capital present with voting rights totalled 65.211% of the entire share capital and the
favourable vote was received by 65.210% of the entire share capital.
In Table 2, the number of meetings of the Board of Statutory Auditors during 2011 is reported
along with the relative attendances.
In Attachment 2 a brief description of the personal profiles and professional characteristics of each
of the members of the Board of Statutory Auditors is provided, while the offices covered at
161
December 31, 2011 by each statutory auditor are reported in attachments to the Report in
accordance with article 153 of the CFA.
During the year the Statutory Auditors met at least quarterly for a total of five meetings, whose
average duration was approx. 4 hours. The Board of Statutory Auditors also attended regularly the
meetings of the Internal Control Committee.
Six meetings are scheduled for the current year, of which two already held.
The Board of Statutory Auditors has evaluated the continuance of its members’ independence
requisites during the financial year. in conducting the evaluations mentioned above it has applied
all the criteria provided in the Self-Governance Code with reference to the independence of the
directors.
The statutory auditor who, on his/her own behalf or that of third parties, has an interest in a
determined transaction of the issuer informs the other statutory auditors and the chairman of the
Board, in a timely and comprehensive manner, regarding the nature, terms, origin and extent of
his/her interest.
The Board of Statutory Auditors reviewed the independence of the audit firm, ensuring
compliance with regulatory provisions, and the nature and extent of the various services provided
to the Company and its subsidiaries by the audit firm and its network of firms.
During its activities, the Board coordinated with the Internal Audit function.
15. RELATIONS WITH SHAREHOLDERS
In order to maintain a constant dialogue with the shareholders and the financial world in general,
the Company has created an Investor Relations function.
On December 22, 2006, the Board of Directors appointed an Investor Relator, in the person of Mr.
Roberto Celot, responsible for the relations with the institutional investors and others shareholders;
the Investor Relator also maintains the Insider register.
In 2008, the Company participated regularly in meetings with the financial community, some of
which were open to all operators within the sector, and the financial press.
For the publication of information to the public, the Company adheres to the principles contained
in the “Market Information Guide” and the Regulations and Communications of Consob.
Particular attention is paid to the Company Internet site (www.zignagovetro.com), in which in the
Investor Relations section, it is possible to view the corporate accounting documents (financial
statements, half-yearly statements and quarterly reports etc.), in both Italian and English, as well
as other corporate documents addressed to the market (presentations, press releases, financial
notices etc.).
162
16. SHAREHOLDER MEETINGS (as per article 123-bis, paragraph 2, letter c),
CFA)
The Shareholders’ Meeting represents all of the shareholders and is convened in accordance with
the provisions of law and regulations for companies with listed shares to pass resolutions reserved
for them by law or by the Company By-Laws.
The shareholders’ meetings’ provide periodic opportunities to meet and communicate with the
shareholders.
The Ordinary and Extraordinary Shareholders’ Meetings are validly constituted through statutory
majority.
In the case in which the Shareholders’ Meeting is called to approve matters in accordance with
law, or to authorise in accordance with the By-Law, a transaction with related parties qualifying as
significant in accordance with the internal procedure for transactions with related parties adopted
by the Company and the committee for transactions with related parties has expressed a negative
opinion in relation to the proposal submitted for approval to the Shareholders’ Meeting, the
Shareholders’ Meeting may approve or authorise this transaction resolving, in addition to the
statutory majority required by law, also the favourable vote of the majority of non-related
shareholders attending the Shareholders’ Meeting, if at the time of the vote such shareholders
represent at least 10% of the share capital with voting rights of the Company. Where the nonrelated shareholders present at the Shareholders’ Meeting do not represent the voting capital
percentage required, for the approval of the transaction, the reaching of statutory majority will be
sufficient. A relevant resolution authorised by the Company in accordance with the preceding
provisions will also be necessary in the case of significant transactions with related parties
approved by the shareholders’ meetings of a subsidiary company in relation to which the
committee for transactions with related parties has expressed a negative opinion.
In accordance with article 11 of the by-laws, the Shareholders’ Meetings, both Ordinary and
Extraordinary, of the Company are called in accordance with law by the Board of Directors, and
may be called in a place other than the registered office although in Italy or in another member
state of the European Union, through a notice to be published on the internet site of the Company
as well as through the other means established by law and applicable regulations.
The Shareholders’ Meeting can be called by the Board of Directors on the request of shareholders
holding at least one-twentieth of the share capital, within that provided by article 2367, final
paragraph, of the civil code, or by the Board of Statutory Auditors or by at least 2 of its members.
The shareholders which, including jointly, represent at least one-fourtieth of the share capital may
request supplementation of the matters on the agenda, within the limits and manner established by
law. The addition of the matters to the agenda is not permitted for those matters on which the
Shareholders’ Meeting passes resolutions, as prescribed by law, on proposals of the Board of
Directors or in relation to a project or report prepared by the Board, other than the Report on the
163
agenda. The call notice must indicate the day, hour and place for the meeting, the agenda of the
meeting and any other information required by current legislation and regulations.
The Board of Directors may establish, when it is considered necessary, that both the Ordinary and
Extraordinary Shareholders’ Meetings are held in a single call. In these cases statutory majority
shall be applied.
Article 13 of the by-laws states: “all those with voting rights may attend the Shareholders’
Meeting, on the provision that such right is declared according to the manner and within the time
periods established by the legislation and regulations in force. Each shareholder who has the right
to attend the Shareholders’ AGM may be represented by others, through written proxy, in
accordance with law. Electronic notification of proxy to the company may be carried out through
e-mail to the certified e-mail address of the company indicated in the call notice. The Company
does not appoint an agent for the conferment of proxy by the shareholders. The Chairman of the
meeting shall verify the propriety of the proxies and announce the results of the voting.
Shareholders with voting rights may submit questions on the matters on the agenda also before the
Shareholders’ Meeting, although within 3 working days prior to the Shareholders’ Meeting date,
through certified e-mail utilising the e-mail address of the Company indicated in the call notice.
The Company may provide a response to the questions submitted before the Shareholders’
Meeting or during the meeting itself, in addition to responding with a single answer to questions
with the same content. The Company is not obligated to provide a response if the relevant
information is available on the internet site in a “question and response” format as well as where it
is necessary to protect confidentiality and the interests of the Company”.
The Company has not adopted a shareholders’ meeting regulation as it is considered that the
statutory powers attributed to the Chairman of the Shareholders’ Meeting, who oversees the
workings of the meeting, including the determination of the agenda and the voting system, allows
them to undertake a correct functioning of the shareholders’ meeting, avoiding therefore the risks
and the inconvenience which could derive from non compliance, by the Shareholders’ Meeting, of
the regulatory provisions.
The Board referred to the activities carried out and programmed in the Shareholders' Meetings and
endeavoured to ensure shareholders have adequate information regarding the necessary elements
so that they could take, with knowledge of the cause, the decisions within the authority of a
Shareholders' Meeting.
In the year there were no significant changes in the market capitalisation of the shares of Zignago
Vetro or in the composition of its shareholders, and therefore the Board does not consider it
necessary to evaluate the possibility to propose to the Shareholders’ Meeting changes to the bylaws in relation to the percentages established for the exercise of the shares and of the protection
of minority shareholders.
17. CHANGES SUBSEQUENT TO THE YEAR-END
No significant changes have been made to the corporate governance structure since the year-end.
164
TABLE 1: BOARD OF DIRECTORS’ COMPOSITION AND COMMITTEES
Board of Directors
Office
Internal Control
Committee
Members
In office
from
Chairman
Franco
Grisan
29/04/2010
Vice Chairman
Nicolò
Marzotto
29/04/2010
Chief Executive
Officer
Paolo
Giacobbo
29/04/2010
Director & Lead
Independent director
Lino
Benassi
29/04/2010
Director
Ferdinando
Businaro
29/04/2010
Director
Alberto
Faggion
29/04/2010
Director
Gaetano
Marzotto
29/04/2010
Director
Luca
Marzotto
29/04/2010
Director
Stefano
Marzotto
29/04/2010
Director
Maurizio
Sobrero
29/04/2010
Director
Giovanni
Tamburi
29/04/2010
In office
until
Approv.
Financial
Statements
31/12/2012
Approv.
Financial
Statements
31/12/2012
Approv.
Financial
Statements
31/12/2012
Approv.
Financial
Statements
31/12/2012
Approv.
Financial
Statements
31/12/2012
Approv.
Financial
Statements
31/12/2012
Approv.
Financial
Statements
31/12/2012
Approv.
Financial
Statements
31/12/2012
Approv.
Financial
Statements
31/12/2012
Approv.
Financial
Statements
31/12/2012
Approv.
Financial
Statements
31/12/2012
Slate
(M/m)
(*)
Exec.
M
X
100%
2
of which: 2
M
X
100%
4
of which:4
100%
2
of which: 2
Nonexec.
Indep as
per code
Indep.
as per
CFA
M
% (**)
No. other
offices (***)
M
X
X
X
83%
3
M
X
X
X
100%
5
of which: 2
100%
5
of which: 4
M
X
M
X
100%
4
of which: 2
M
X
100%
7
of which: 4
M
X
100%
5
of which: 5
M
X
100%
M
X
QUORUM REQUIRED FOR THE PRESENTATION OF THE SLATES FOR THE LAST NOMINATION: 2.5%
BOD:
N. NUMBER OF MEETINGS IN THE YEAR
7
X
X
100%
ICC:
4
****
X
X
X
Remun.
Committee
**
****
**
X
100%
x
100%
X
100%
100%
100%
100%
5
RC:
3
165
NOTES
*
In this column M/m is indicated according to whether the director was elected by the majority (M) or minority (m) slate.
**
This column indicates the attendance of directors in Board and committee meetings (no. of attendances/no. of meetings held during the individual’s effective term of office).
***
This column indicates the number of directorships or statutory auditor appointments held by the individual in other companies listed on regulated markets, including overseas
companies, in financial, banking or insurance companies and companies of a significant size, indicating whether the company in which the appointment is held is part of the Issuers’
group. The indication is after “of which: “.
****
This column indicates with an “X” whether the member of the BoD is a member of the Committee.
166
TABLE 2: BOARD OF STATUTORY AUDITORS’COMPOSITION
Office
Chair. Board
of Statutory
Auditors
Statutory
Auditor
Statutory
Auditor
Alternate
Auditor
Alternate
Auditor
Members
In office from
In office until
Approv. Financial
Statements 31/12/2012
Slate (M/m)
(*)
Ind as
per
Code
M
x
100%
1
No. other
offices (***)
% (**)
Paolo Nicolai
29/04/2010
Andrea Felice
Dalla Vecchia
29/04/2010
Approv. Financial
M
x
100%
1
Carlo Pesce
29/04/2010
Approv. Financial
M
x
100%
1
29/04/2010
Approv. Financial
M
X
[●]
29/04/2010
Approv. Financial
M
X
[●]
Alessandro
Bentsik
Stefano
Meneghini
QUORUM REQUIRED FOR THE PRESENTATION OF THE SLATES FOR THE LAST NOMINATION: 2.5%
NUMBER OF MEETINGS IN THE YEAR: 5
NOTES
*
In this column M/m is indicated according to whether the director was elected by the majority (M) or minority (m) slate.
**
In this column the attendance percentage of the statutory auditors at the meetings of the Board is indicated (No. of attendances/No. of meetings carried out during the effective period
of office of the statutory auditor).
***
This column indicates the number of offices of director or statutory auditor in accordance with article 148 bis of the CFA. The full list of appointments is published by Consob on its
internet site in accordance with Article 144- quin. of the Consob Issuers’ Regulations.
167
Attachment 1 - Summary of the curriculum vitae of the members of the Board of Directors
A brief curriculum vitae of the members of the Board of Directors is provided:
Franco Grisan Graduated in Mechanical Engineering, and after working in the commercial and
technical sectors with a major Italian oil group, in 1979 joined the Holding company of the
Zignago Group as Director of Development Activities. He joined Zignago Vetro SpA in 1984 as
the Commercial Director. In 1992, he was appointed the General Manager. Since 2000, he has
been the Chief Executive Officer, as well as Chairman of the Board of Directors from 2003.
Currently he is also Chairman of Huta Szkła “Czechy” SA., Vice-Chairman of the Hollow
Mechanical Glass Section of Assovetro, Director of CO.RE.VE., a member of the FEVE Board
and also is on the Confindustria Venezia board.
Nicolò Marzotto. Graduated in Economics and Commerce and gained experience, in the
following sectors: commercial policies and structures, asset equity management and trading on
currencies and securities, valuation of credit risk, financial and tax product studies, financial
consultancy and economic-financial analysis of businesses and groups in specific sectors and
marketing techniques. Since 2000, he has been a member of the Board of Directors of various
companies controlled by the Marzotto family. He is a member of the Board of Directors of
Verreries Brosse SAS. He is directly involved in entrepreneurial initiatives in the area of
distribution.
Paolo Giacobbo. He graduated in Engineering from the University of Padua in 1972, completing
his military service as an officer in the Alpine division and began working in the hollow glass
industry in 1974 (Vetrerie Italiane) as a production engineer. Subsequently he became a
production manager and factory director, and as part of the St. Gobain Group carried out roles in
general management, direction, coordination and company restructuring in various countries. His
last role with this company was as Senior Corporate Executive VP for investment, production,
quality, technology, engineering and R&D. Since June 2009 he has been president of the European
Glass Industry Confederation, Glass Alliance Europe, in Brussels. He is also Chairman of
Verreries Brosse SAS.
Lino Benassi. He has a Diploma in Accountancy and Auditing and has held many offices of
administration and direction with numerous credit institutions and companies in Italy, including
listed companies, in Italy and abroad (among which, Banca Credit Suisse Italy, Banca
Commerciale Italiana, Banca IntesaBCI, SEAT, INA - Istituto Nazionale delle Assicurazioni Toro
Assicurazioni etc.). Among the offices currently held he is Chairman of Finanziaria Trentina SpA
and a director of De Agostini SpA, Dea Capital SpA and Seat Pagine Gialle SpA. From 1984 he is
Cavaliere dell'Ordine al Merito of the Italian Republic; from 1997, Commander and from 2003,
Main Official.
Ferdinando Businaro. Graduated in Political Science, following which he completed a Masters in
International Economics and Management from the SDA Bocconi of Milan. He has worked in
major Italian and foreign businesses, principally in the area of management and market
development. He is a member of the Board of Directors of many major companies, including
169
Marzotto SpA, Zignago Holding SpA, Zignago Immobiliare Srl, Santex Holding Sa, Margraf
Project Srl, M31 SpA, Centervue SpA and is Chairman of Rocca di Monselice Srl.
Alberto Faggion. Diploma in Accounting, appointed Official Auditor of Accounts; since 1967, he
has worked with companies belonging to the Zignago Group. He is currently a Director of
Zignago Holding SpA, Zignago Vetro SpA, Santa Margherita SpA, Verreries Brosse SAS, Huta
Szkła “Czechy” S.A., Zignago Immobiliare Srl, Multitecno Srl, Zignago Power Srl, Bagnolo
Power Srl, Tenute Santa Margherita Srl – an Agricultural Company, is Chairman of La Vecchia
Scarl and a Sole Director of Eurocostruzioni 2000 Srl. He is a member of the Board of Statutory
Auditors of Vetreco Srl.
Gaetano Marzotto. Graduated in Business Economics from the Bocconi University of Milan and
carried out professional duties in various companies (Deloitte, Olivetti and Necchi), developing a
great deal of experience in the sectors of business finance, management and control. In 1980, he
joined the Mazotto Group, where he remained until becoming Vice-Chairman. From 2000 to
present, he is the Vice-Chairman of J.Hirsch & Co Management & Consulting Srl; he is Chairman
of Pitti Immagine and CFI (Comitato Fiere Industria di Confindustria), Chairman of the Vini Santa
Margherita Group and a Director (BoD) of Zignago Holding SpA and of the Valentino Fashion
Group and Hugo Boss AG..
Luca Marzotto. Graduated in Law, from 1995 he has worked in companies belonging to the
Marzotto family. Since 1997, he has developed a notable degree of experience in the textile and
clothing market, and in particular in the production, management control and marketing sectors.
From 2000 concentrated his activities on the Asian markets and the development of the Valentino
Fashion Group SpA in Asia. In 2003, he was appointed Director of the Marlboro Classics
Division, the sportswear division of Valentino Fashion Group SpA. On September 30, 2005
appointed Vice Chairman of Santa Margherita SpA, and on May 10, 2007 was nominated Chief
Executive Officer of Zignago Holding SpA. He is also Vice Chairman of Kettmeir SpA, Cantine
Torresella Srl and New High Glass Inc. He is also a director of Vetri Speciali SpA, Multitecno Srl
and Cà del Bosco Srl – an agricultural company. From 2005 he is Chairman of S.M. Tenimenti
Pile e Lamole e Vistarenni e San Disdagio – Società Agricola Srl and from 2008 is Chairman of
Zignago Power S.r.l. and Bagnolo Power S.r.l..
He is a director of the Valentino Fashion Group and at Hugo Boss AG he is a director and a
member of the Working Committee. He also holds other offices in Italian companies.
Stefano Marzotto. Graduated in Business Economics at the Ca’ Foscari University of Venice and
has held many professional positions or management roles with Italian businesses. Since 1980 he
has been Responsible for Marketing at Gresicotto SpA, a company operating in the construction
sector; from 1984 to 1991, he was the Purchasing Office Manager and Director of the Hotel
Supply Centre of Jolly Hotel SpA. He was the Chief Executive Officer of Margraf Industria
Marmi Vicentini SpA between 1992 and 1996. Since 1998, he has held, and holds, the office of
Director in some of the companies belonging to the Marzotto family, among which: Marzotto
SpA, Gresicotto SpA, Zignago Vetro SpA, Santa Margherita SpA, Cà del Bosco Srl – società
agricola, S.M. Tenimenti Pile e Lamole e Vistarenni e San Disdagio Srl – Società Agricola,
Zignago Power Srl. Since 2005, he has been the Chairman of Zignago Holding SpA, Kettmeir
170
S.p.A, Cantine Torresella Srl and Zignago Immobiliare Srl. From March 30, 2011 Chairman of
Vetri Speciali SpA following the position of Vice Chairman from April 7, 2008. Currently, he is
also Chairman of Tenute Santa Margherita Srl – an Agricultural company.
Maurizio Sobrero. Graduated in Economics and Commerce from the University of Bologna,
gained a Ph.D from the Massachusetts Institute of Technology and was Professor of Innovation
Management from the University of Bologna, as well as the Director of the Business Sciences
Department. He is the author of numerous international publications on economics and innovation
management. He has taught many programmes for executives in South America, China and many
European countries. In 2005, he contributed to the United Nations World Investment Report. He
has been a consultant for many companies and institutions such as GM, Enel, European Patent
Office, ILVA, Telecom Italia, the Ministry for Economic Development, the Piedmont Region, the
Lombardy Region and the Emilia Romagna Region. Since November 2009, he has been the
Chairman of the Research Commission and a member of the Board of the University of Bologna.
Giovanni Tamburi. He graduated in Economics and Commerce, is a founder and Chairman of
Tamburi Investment Partners SpA, an investment/independent merchant bank made up of
numerous important entrepreneurial Italian families who carry out advisory activities and
investments in medium-sized businesses in order to introduce “excellence” to the industrial and
entrepreneurial plans. He has held directorships and undertaken consultancy positions in leading
Italian companies and he is a lecturer for the Masters in Merchant Banking with the LUIC
(Castellanza - Varese) and in Extraordinary Financial Operations for the Masters in Business
Administration from the LUISS in Rome. He is the author of numerous publications in the finance
area.
171
Attachment 2 – List of offices held by each director in other listed companies including
overseas, in financial, banking and insurance companies or of significant size.
In the table below, the offices held on Board of Directors' or Board of Statutory Auditors' in
quoted or non-quoted companies by members of the Board of Directors of the Company at
December 31, 2011 are reported:
Name
Company
Franco Grisan
Huta Szkla “Czechy” S.A.
Office
*
*
Chairman
Director
**
**
CO.RE.VE
FEVE
Flaconnage Committee di FEVE
Zignago Holding SpA
Santa Margherita SpA
*
*
Vice Chairman – Mechanical Hollow
Glass Section for containers
Director
Director
Chairman
Director
Director
**
**
*
Director
**
Huta Szkła Czechy S.A.
*
Director
**
Assovetro
Nicolò Marzotto
Paolo Giacobbo
Retail Group
Chairman & Chief Executive Officer
Retail Sport
Chairman
Retail Fashion
Retail Shop
Associazione Europea degli industriali del
vetro
(Brussels) srl
D&P CPIV
Glass Consulting
Chairman
Lino Benassi
Director
*
*
La Finanziaria Trentina SpA
B & D di Marco Drago & C. SapA
Partner
De Agostini SpA
Director
**
Dea Capital SpA (quotata)
Director
**
SEAT Pagine Gialle SpA (quotata)
Director
**
Idea Sim SpA
Director
Idea Fimit SGR
Ferdinando Businaro Marzotto SpA
Vice Chairman
Director
Isotex Engeneering
**
Director
Margraf Project Srl
Director
Director
**
Wizard SpA
Director
**
M31 SpA
Director
Center Vue SpA
Director
Rocca di Monselice Srl
Chairman
Zignago Holding SpA
*
Koris Italia Srl
Aree Urbane SpA
172
**
**
Chairman
Director
Chairman
Sole Director
*
Director
**
Director
**
Immobili e partecipazioni SpA
Santex Holding SpA
Executive Director
Director
*
S.I.F. Srl
Alberto Faggion
Gaetano Marzotto
Liquidator
Zignago Holding SpA
*
Director
**
*
Director
**
Tenute Santa Margherita Srl – Società
Agricola
*
*
Director
**
Vetreco Srl
*
Director
Statutory Auditor
**
Director
*
*
Multitecno Srl
*
Director
Zignago Power Srl
*
Director
Bagnolo Power Srl
*
La Vecchia Scarl
*
Director
Chairman
Eurocostruzioni 2000 Srl
*
Sole Director
Director
**
Banca S.Biagio del Veneto Orientale –
Banca di Credito Cooperativo
Director
J. Hirsch & Co. Management &
Consulting Srl
Vice Chairman
Pitti Immagine Srl
Chairman
CFI (Comitato Fiere Industria)
Luca Marzotto
Director
Director
Zignago Holding SpA
*
Director
**
*
President
**
Hugo Boss AG
Director on Supervisory Board
**
Valentino Fashion Group SpA
Director
**
Chief Executive Officer
**
**
Zignago Holding SpA
Ca' del Bosco Srl - Società Agricola
*
*
*
S.M. Tenimenti Pile e Lamole e Vistarenni *
Vice Chairman
Director
**
Chairman
e San Disdagio Srl – Società Agricola
Cantine Torresella Srl
*
Vice Chairman
Kettmeir SpA
*
Vice Chairman
Vetri Speciali SpA
*
Zignago Power Srl
*
Director
Chairman
Bagnolo Power Srl
*
Chairman
Zignago Servizi Srl
*
Sole Director
Multitecno Srl
*
Director
New High Glass
*
Vice Chairman
Valentino Fashion Group SpA
Hugo Boss AG
Banca Popolare Friuladria SpA
Sindacato “A„ Federvini
Stefano Marzotto
Zignago Holding SpA
*
**
Director
Director & Member of Working
Comitèè
Director
Chairman
**
Chairman
**
**
**
173
*
Director
**
*
Director
**
Ca' del Bosco Srl. - Società Agricola
S.M. Tenimenti Pile e Lamole e Vistarenni *
e San Disdagio Srl – Società Agricola
*
Cantine Torresella Srl
Maurizio Sobrero
Giovanni Tamburi
Vice Chairman
Chairman
Kettmeir SpA
*
Chairman
Vetri Speciali SpA
*
Chairman
**
*
Director
**
Zignago Power Srl
*
Director
Bagnolo Power Srl
*
*
Director
Chairman
Multitecno Srl
*
Chairman
Tenute Santa Margherita Srl – Società
Agricola
*
Chairman
--Tamburi Investment Partners SpA
(quotata)
---
Gruppo IPG Holding Srl
Chairman
**
Interpump SpA (quotata)
Director
**
De Longhi SpA (quotata)
Director
**
Datalogic SpA (quotata)
Director
**
Clubtre Srl
Data Holding 2007 Srl
Director
**
* related company
**
174
Disclosure
pursuant
to
article
144
of
the
Consob
Issuer’s
Regulation
Attachment 3 – curriculum vitae of the members of the Board of Statutory Auditors.
Paolo Nicolai. Graduated in Economics and Commerce from the University of Padova. Member
of the Accountants Register and the Auditors Register. Has held auditing roles with Arthur
Andersen (1981-1983) and is a tax consultant with the Studio Legale Tributario (member of the
financial tax and corporate services of Arthur Andersen & Co with the Milan and Treviso offices)
(1984-1990). Since 1991, he has been a partner in the Studio Associato di Consulenza Tributaria
of Padova founded with Francesco Calabrese and Gianfranco Gaudioso. Has been a statutory
auditor with various medium to large-size companies. Has been the Chairman of the Board of
Statutory Auditors of Zignago Vetro SpA since March 22, 2007.
Andrea Felice Dalla Vecchia. Graduated in Economics and Commerce from the University of
Verona. He is a member of the Official Auditors’ Registry. Has worked solely as an Accountant
since 2000 and is a partner with Studio Giacobbo & Associati. He is a member of various boards
of statutory auditors with non-listed companies. He has been a statutory auditor with Zignago
Vetro SpA since March 22, 2007.
Carlo Pesce. Graduated in Economics and Commerce from the University of Studies of Venice
"Ca' Foscari". He is a member of the Accountants’ Register of Venice and of the Auditors’
Register. He is involved in tax, corporate and financial statements consultancy with businesses. He
is a founding partner of Studio Grimani & Pesce, with head offices in Venice. He is a member of
the Board of Statutory Auditors of various Italian companies, a member of the Supervisory Board
of foreign companies, and a member of the Credit Union Audit Board. He is an expert in business
and corporate evaluations.
He has been a statutory auditor with Zignago Vetro SpA since March 22, 2007.
Alessandro Bentsik. Graduated in Economics and Commerce from the University of Studies of
Venice "Ca' Foscari". He is a member of the Accountants’ Register of Veneia and of the Auditors’
Register. He undertakes fiscal and corporate consultancy activities concerning the audit and
preparation of separate and consolidated financial statements, business evaluations, budgets and
business planning. He is a partner with Studio Grimani & Pesce, with head office in Venice. He is
a member of the board of statutory auditors or independent auditors of various industrial and
service sector companies. He has been an alternate auditor with Zignago Vetro SpA since March
22, 2007.
Stefano Meneghini. Graduated in Economics and Commerce from the University of Studies of
Venice "Ca' Foscari". He is a member of the Accountants’ Register and of the Auditors’ Register
and since 1994 has provided tax and corporate consultancy services to companies. Since 2007, he
has been a partner with Giacobbo e Associati of Venice. He has been an alternate auditor with
Zignago Vetro SpA since March 22, 2007.
175
Attachment 4- other provisions of the self-governance code
YES
1.3.1.1
X
a) limits
X
b) functioning
X
c) and periodical information?
X
The BoD reviews and approves the transactions of an important economic and financial
nature (including transactions with related parties)?
X
The BoD has defined guidelines and criteria for the identification of “significant”
operations?
X
The above guidelines and the criteria are described in the report?
X
The BoD has defined specific procedures for the review and approval of operations with
related persons?
X
Are the procedures for approval of transactions with related parties described in the
report?
X
Procedures for the most recent appointment of directors and statutory
auditors
The proposal of the candidates for the office of director is made at least ten days in
advance?
N/A*
The candidature for director is accompanied by full and complete information?
X
The candidature for director is accompanied by indications of independence?
X
The proposal of the candidates for the office of statutory auditor is made at least ten days
in advance?
The candidature for statutory auditor is accompanied by full and complete information?
1.4
N/A*
X
Shareholders’ Meetings
Has the Company approved Shareholder Meeting Regulations?
X
Are the Regulations attached to the report (or is it stated where they can be
obtained/downloaded)?
176
Summary of the reasons for any
differences from the
recommendations of the Code
Powers delegated and transactions with related parties
The BoD has attributed powers defining:
1.3.1.2
NO
N/A
The Company has not adopted a
shareholders’ meeting regulation
as it is considered that the
statutory powers attributed to the
Chairman of the Shareholders’
Meeting, who oversees the
workings of the meeting,
including the determination of
the agenda and the voting
system, allows the correct
functioning of the shareholders’
meeting, avoiding therefore the
risks and the inconvenience
which could derive from any
non
compliance,
by
the
Shareholders’ Meeting, of the
regulatory provisions.
YES
1.5
Summary of the reasons for any
differences from the
recommendations of the Code
Internal audits
Has the company appointed persons responsible for internal control?
X
Are they hierarchically independent from Business Area managers?
X
Organisational Department responsible for internal control
X
1.6
NO
Investor relations
Has the Company appointed an investor relations manager?
Dept. (address /telephone/fax/e-mail) and person responsible for investor relations
X
Investor Relations Office:
Roberto Celot
Investor Relations
Chief Financial Officer
Zignago Vetro SpA
Via Ita Marzotto, 8
30025 Fossalta di Portogruaro (VE)
tel. 0421 246111
e-mail: [email protected]
NOTES
*
The nomination of the current board in office was made in accordance with the
statutory majority as (i) the relative appointment was made when the Company was not
yet listed and (ii) the By-Laws containing the provisions required for listed companies
entered into force on the approval by Borsa Italiana of the admission for listing. The
mechanism of the slate voting will therefore be applied on the renewal of the Board.
177
ZIGNAGO VETRO SpA
Registered office: Fossalta di Portogruaro (VE), Via Ita Marzotto n. 8

consolidated financial statement 2011

Transcription

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