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Integrated
Annual
Report
2020
TITAN CEMENT GROUP
About the Report
The 2020 TITAN Cement Group Integrated Annual Report (IAR 2020) has been prepared in accordance with the Belgian Law,
the 2020 Belgian Code on Corporate Governance, the International Financial Reporting Standards (IFRS) and the International
Integrated Reporting Council (IIRC) principles for integrated reporting.
Other reporting frameworks followed by TITAN Cement Group include the UN Sustainable Development Goals (SDGs) 2030, the
UN Global Compact Communication on Progress Guidelines and the Charter and Guidelines of the Global Cement and Concrete
Association (GCCA). In 2020, the Group also started reporting according to the Sustainability Accounting Standards Board
(SASB).
The separate and consolidated financial statements of the IAR 2020 were audited by PwC. The ESG performance overview and
statements were independently verified at a reasonable level by ERM Certification and Verification Services (ERM CVS),
in accordance with the Charter and Guidelines of the Global Cement and Concrete Association (GCCA) and the Advanced Level
criteria for Communication on Progress of the United Nations Global Compact (UNGC).
The independent auditor’s report by PwC and the independent assurance statement by ERM CVS are included in the IAR 2020
and are available online at www.titan-cement.com/newsroom/annual-reports. You may access the IAR 2020 by scanning the
following QR code with your mobile device.
We welcome your feedback, which you can send to us through the link above.
Contents
Understanding TITAN
Management Report
2020 highlights 2
Message from the Chairman of the BoD
Message from the Chairman of the Group
Executive Committee
Overview 6
Our business approach in a changing
global landscape
A long history of sustainable growth
Our governing objective
Global presence
Delivering value for all
Materiality assessment and stakeholder engagement
ESG targets 2025 & beyond
Corporate Governance and Risk Management 44
Corporate governance statement
Corporate governance code
Capital, shares and shareholders
Board of Directors
Composition and operation of Board committees
Diversity and inclusion
Internal audit and risk management in the scope of the
financial reporting process
Internal audit
Remumeration report 2020
Information to be disclosed pursuant to Article 34 of
the Royal Decree of 14 November 2007
Shareholder information and services
Risk management 65
Risk management process
Risk management governance and controls
TITAN's principal risks
ESG performance review 70
ESG performance overview 72
TITAN’s response to COVID-19
Climate change
Circular economy
Environmental management
Research and innovation activities
Health and safety
People management and development
Sustainability of communities
Performance highlights 20
Financial performance
Equity market information
ESG performance
Performance towards our 2020 targets
Environmental performance
Social performance
Corporate governance and risk management
Regional performance
Outlook 2021
Sustainable supply chain
Governance, transparency, and ethics
Independent assessment of ESG performance
ESG performance statements 80
Financial review 114
Financial performance overview 116
Review of the year 2020
Regional review of the year 2020
Financing and investments
Resolutions of the Board of Directors
Outlook
Treasury shares
Sale of stock in the framework of the
stock options plan
Post balance sheet events
Going concern disclosure
Viability statement
Financial statements 119
Parent company separate summarized
financial statements 189
Declaration by the persons responsible 191
Auditors’ reports 192
Glossary 201
22
2020 Highlights
€286.2m
EBITDA
€1,607m
Revenue
261
Specific water
consumption
(lt/t cement)
599
New hires across
the Group
0.57
Lost time injuries
frequency rate (LTIFR)
for employees
"BB"
on a stable outlook
Credit rating (S&P)
€2,678.9m
Total Group Assets
674
Specific net direct
CO₂emissions
(kg/t cementitious product)
5,359
Employees
(as at 31 December 2020)
19.3
Specific dust
emissions
(g/t clinker)
3
I’d like to take this opportunity to thank my fellow
Board members for their continued support and for
ensuring a balanced, responsible and sustainable
long-term growth path for TITAN.
The whole Board joins me in congratulating all our
employees for supporting the company through
these trying times and our senior management
for providing the leadership and for successfully
executing a complex strategic plan in the midst of
such uncertainty. They jointly underpin the long-term
sustainable growth of TITAN, for the benefit of its
shareholders and stakeholders.
With best wishes to all,
Takis Arapoglou
Chairman of the BoD
Message from the Chairman of the BoD
Dear Shareholders and Stakeholders,
One year ago, at the time of writing my previous letter
to you, the world was beginning to feel the effects of the
COVID-19 pandemic. Today we are all too familiar with
government mandated lockdowns and extensive safety
measures. The global economy has suffered a severe blow,
with some sectors of the economy hit disproportionally,
and country balance sheets being overextended to provide
social and economic support. At the same time science,
with an unprecedented speed, was successful in finding
effective vaccines which are currently being delivered to
the public across the globe.
The effects of the pandemic will no doubt influence
permanently our lives going forward, with drastic changes
from the way we live, work and protect our health, to
the way businesses and governments are run. However,
these changes should be seen more as an opportunity to
do more with less, and should help us focus on addressing
growing challenges in global inequality, public health,
education and employment and in adjusting our growth
models accordingly.
Throughout this past year, we at TITAN set as a priority
the protection of our people, we contributed to the efforts
to mitigate the health impact on society and maintained
the continuity of our operations. Risk assessment and
contingency plans were designed and enforced, local
guidelines were drawn up, hygiene measures were
increased and medical and psychological support was
provided by experts or through health care programs.
To ensure that the Group continues to adhere to the
highest standards of corporate governance, the Board
reviewed TITAN’s overall approach to risk management,
assessing the nature and extent of the principal risks
assumed in pursuit of its strategic objectives. Having
completed one year since our listing in Euronext Brussels,
we also conducted a formal evaluation of the effectiveness
of the Board, requesting anonymous feedback from its
members.
Although the human, economic and social challenges
remain, we continue to focus on our values, our corporate
governance and our sustainability footprint. Change,
innovation, digitalization and carbon footprint remain our
main strategic objectives.
In fact, to better align growth with sustainability, we
introduced a remuneration component linked to the
Group’s CO₂ emissions, and we strengthened the oversight
of the sustainability agenda at the Board level.
Although the human, economic and social challenges
remain, we continue to focus on our values, our
corporate governance and our sustainability footprint.
TITAN Cement Group
Integrated Annual Report 2020
4
Message from the Chairman
of the Group Executive Committee
Dear Shareholders and Stakeholders,
In 2020, we delivered strong financial performance while taking
care of our employees and those around us, ensuring high-quality,
uninterrupted customer service and accelerating progress towards
our digital and sustainability aspirations. In the face of uncertainty
caused by COVID-19, we remained confident in our business model.
We adapted to shifting market conditions and continued to pursue
operational excellence while laying the groundwork to capture
future growth.
Construction activity proved resilient in most of our geographies,
with high sales volumes in the second half of the year more than
compensating for a relatively weak early spring. Demand for our
products on the East Coast of the USA held up on the back of
infrastructure spending, record-low mortgage rates, and a shortage
of available housing. In Greece, following the easing of lockdown
restrictions in May, the market staged a rebound, with support from
small public works and a buoyant commercial and industrial segment.
Our sales in Southeastern Europe benefited from a mix of residential,
commercial, and infrastructure projects, whereas Turkey and Brazil
saw a surge in demand, fueled by private investment activity.
In Egypt, market conditions remained challenging, with cement
consumption suffering from oversupply and a six-month suspension
of building permits. Pricing dynamics were favorable in most markets.
Overall revenue for the Group was steady at €1.6 billion and 1.5%
higher at constant exchange rates. Energy and commodity cost
tailwinds, together with disciplined cost control, bolstered operating
profitability (EBITDA), which grew by 7.1% to €286.2 million. Net profit
after taxes and minority interests (NPAT) fell by €49.4 million to
€1.5 million, impacted by non-cash charges (goodwill impairment
charges and the write-down of accumulated deferred tax assets) in
Egypt, totaling €63.9 million.
Higher EBITDA, tighter working capital management, and reduced
capital expenditure enabled robust cash flow generation and
deleveraging, with net debt declining by €155.2 million. In the summer
of 2020, the Group’s subsidiary, Titan Global Finance PLC, issued
a €250 million bond due in 2027, with a 2.75% annual coupon, the
proceeds of which were used to pay down debt and strengthen our
balance sheet.
Delivery of such results was only made possible by the collective
effort of our people and we are deeply grateful to them for their
commitment and dedication. From the onset of the pandemic, we
took action to protect our employees and their families, focusing on
prevention, preparedness, and knowledge sharing. We instituted
measures to ensure that those working on-site do so under the safest
possible conditions. Over a third of our personnel switched to remote
working, and everyone was given access to updated and complete
information, expert guidance and support.
Living up to our social responsibility, we stood by our neighboring
communities, addressing some of their most urgent needs and offering
equipment, supplies and financial assistance to hospitals and medical
care centers. We worked closely with local authorities, public health
institutions, and civil society organizations in an effort to contain
the spread of the virus. We helped our partners and contractors
5
sustain their businesses within the crisis. And through meticulous
contingency planning, we minimized disruptions to our operations
and continued to serve our customers effectively.
Meanwhile, we never took our eyes off our strategic objectives
of digitalization and de-carbonization. In the context of the
former, big data and artificial intelligence tools were leveraged
to drive decisions, capture operational efficiencies, advance
our supply chain capabilities and redefine how we interact with
our customers and partners. We developed a modern customer
interface application and discovered innovative ways of looking
at process automation, inventory management, maintenance,
and failure prediction. The Group acquired new digital skills and
sought new collaborations with technology partners, academic
institutions, and the scientific community.
Climate change mitigation remained at the top of our agenda.
While expecting to meet our 2020 CO₂ reduction target with a
short delay due to regulatory and market conditions that influence
product and fuel mix, we decided to raise our longer-term
ambition. We revised our 2030 target for direct emissions down to
500kg net CO₂ per ton of cementitious product, with the aspiration
to deliver society with carbon-neutral concrete by 2050. In line
with our commitment to open and transparent communication
with our stakeholders, we responded for the first time to the
Carbon Disclosure Project (CDP) Climate Change and Water
Security questionnaires.
To reduce our carbon footprint, our Bulgarian and US cement
plants switched partially to natural gas. We obtained a license
to consume fuel derived from municipal waste in northern
Greece, and new feeding installations for alternative fuels were
inaugurated in Florida and North Macedonia. Moreover, we
continued to invest in research and innovation. We patented
a green nanomaterial and developed the world’s first full-cycle
technology to reclaim and convert landfilled ash into a low-carbon
substitute for cement in concrete. Finally, for its contribution to
the EU-funded project RECODE, which aims to capture CO₂ and
convert it into value-added chemicals, the Group was recognized
as a Key Innovator in the European Commission’s Innovation Radar.
As always, our sustainability initiatives were not limited to
de-carbonization and we delivered on the majority of our other
2020 sustainability targets. Our plant in Florida became the first
cement production facility in the world to be Total Resource
Use and Efficiency (TRUE) Platinum certified for zero waste.
To protect biodiversity, we joined forces with key stakeholders
at a European and global level. We encouraged our suppliers
to operate more sustainably and stepped up our efforts to
promote circular economy. Unfortunately, in safety, despite
the achievement of a world-class employee lost time injuries
frequency rate, we had three fatalities, two involving contractors
and one involving a direct employee. We will redouble our efforts
and work with more determination than ever towards the
prevention of all fatal accidents. The results of a survey taken by
our employees worldwide were used to enhance diversity and
inclusion and inform a new action plan to increase employee
engagement. During the year, we reassessed the environmental,
social, and governance (ESG) issues that are material to our
stakeholders and our business units. Based on the output of
this exercise, we set new ESG targets for 2025 and beyond. And
building on our track record of transparency and accountability,
we upgraded our governance systems and launched a new,
more agile organizational structure to address the sustainability
challenges of the future.
With the pandemic still raging, visibility into 2021 remains
limited. The industry is facing inflationary pressures, yet market
fundamentals are solid. Healthy backlogs in the USA should
support demand for building materials while, in the second half
of the year, we expect to see higher stimulus spending funding
urgent infrastructure needs. In Greece, we expect the revival
of the housing sector to continue while a number of public and
private projects gradually pick up steam. Construction in the
country should also benefit from the disbursement of EU recovery
funds. With the suspension of building permits no longer in
place, demand should bounce back in Egypt. And markets in
Southeastern Europe, Turkey, and Brazil should continue to grow,
barring any negative macroeconomic surprises.
2021 will require us to find a balance between managing the
crisis and building for the future. Maintaining discipline on health
and safety and showing support to those around us will remain
priorities. At the same time, we will strive towards operational
excellence to deliver superior results for our stakeholders and
shareholders. We will continue to harness novel tools while
enriching our know-how and technological capabilities, investing
to take advantage of emerging growth opportunities. And we will
seek innovative ways to create value by transforming our business
to serve our customers more efficiently as we move towards a
carbon-neutral and digital world.
Dimitri Papalexopoulos
Chairman of the Group Executive Committee
We will seek innovative ways to create value by transforming
our business to serve our customers more efficiently as we move
towards a carbon-neutral and digital world.
TITAN Cement Group
Integrated Annual Report 2020
Overview
An overview of our Group in a
changing global landscape and our
approach to value creation for our
stakeholders. Our material issues
and our ESG targets for 2025 and
beyond.
Understanding TITAN
Patras cement plant, Greece
6
7
8
Our business
approach in a
changing global
landscape
Building on 118 years of
industry experience and
driven by its commitment to
sustainable growth, TITAN
has become an international
cement and building
materials producer, serving
customers in more than 25
countries worldwide through
a network of 14 integrated
cement plants and three
cement grinding plants.
Increased
societal
expectations
regarding
sustainability
Digital
transformation
as a foundation
for future
growth
Urbanization
and sustainable
infrastructure
development
TITAN also operates quarries, ready-mix
plants, terminals, and other production and
distribution facilities.
We serve society’s need for safe, durable,
resilient, and affordable housing and
infrastructure. We create value by
transforming raw materials into products
– cement, concrete, aggregates, fly ash,
dry mortars, blocks, and other building
materials. We offer transportation and
distribution services to our customers,
as well as a range of additional solutions,
ranging from beneficiation technologies to
waste management.
Amidst accelerating shifts and disruptive
events, such as the COVID-19 pandemic,
we effectively address critical challenges
and play our part in building a better,
more sustainable future together with our
stakeholders.
Climate change
and the societal
need for a
carbon-neutral
future
Climate change represents a long-term risk for our
planet and society. It requires the mobilization of
organizations across many sectors, the cement
industry among them, to take meaningful action
and tackle this global challenge. In 2020, the Global
Cement and Concrete Association (GCCA) announced
its members’ Climate ambition to drive down the
CO₂ footprint of operations and products and deliver
carbon-neutral concrete to society by 2050. Our
industry is working across the built environment value
chain to deliver this aspiration in a circular economy,
life cycle context.
The 4th industrial revolution, driven by the advent of
the Internet of Things, big data, artificial intelligence,
and advanced analytics, promises to transform key
components of the industry’s value chain. Traditional
value generation drivers and differentiators are
complemented by new digital tools that unlock value
through improved operational efficiency and higher
customer engagement. Companies that embrace
Industry 4.0 early on and scale up quickly can reap
significant benefits.
With expectations on corporate responsibility, ESG
(environmental, social & governance) performance,
and transparency on the rise, organizations are
upscaling their sustainability efforts. Companies
must operate in a sustainable way across their value
chain, address what is material to their stakeholders
effectively, and offer products with a sustainable life
cycle.
As urbanization continues, demand for sustainable
infrastructure and green building products and
solutions is set to rise over the coming decades. The
cement industry must respond to the growing need for
resilient construction to protect our cities and natural
environment from a changing climate. At the same time,
it must contribute through innovation to the shaping
of sustainable cities in collaboration with all relevant
stakeholders throughout its value chain.
Understanding
TITAN
Overview
9
Our approach
We continuously reduce the carbon footprint of our operations and
participate in the de-carbonization of the construction value chain.
We are targeting a 35% reduction of our net direct specific CO₂
emissions by 2030, compared to 1990 levels. Through our participation
in European and international consortia, we are developing low-carbon
cementitious products and are collaborating in R&D projects that will
pilot carbon capture technologies in our plants, actively contributing to
our industry’s ambition for a carbon-neutral future by 2050.
Our approach
We embrace Industry 4.0 as an opportunity, and we are pioneers in the
transformation of the cement industry with an agile and entrepreneurial
approach. Following a series of successful digital pilots, we consolidated
our efforts under our Group Digital Center of Competence in 2020
to accelerate our digital transformation. We are enhancing our
competitiveness through digital transformation, increasing our
operational efficiency in manufacturing and in our supply chain, and
elevating the experience of our customers.
Our approach
We run our operations worldwide with transparency and solid governance,
maximizing our positive local impact beyond the boundaries of our plants.
We aspire to contribute to the sustainable growth of our neighboring
communities by promoting a diverse and inclusive mindset. Most of
our employees, contractors, and suppliers are members of our local
communities. Together with our stakeholders, we work to implement
community engagement plans and empower the youth with quality
education and skills for personal and professional development.
Our approach
We develop sustainable products – we focus on their affordability,
durability and recyclability as well as on their carbon footprint.
When designing them, we take a holistic view of the production,
consumption, reuse/recycle/recovery and disposal of their residuals
to evaluate their environmental impacts throughout their entire life
cycle. At the same time, we encourage our supply chain partners to
incorporate sustainability considerations in their business decisions
and daily behaviors, further promoting responsible sourcing.
Working
together with
our stakeholders
Through our collaboration
with customers, business
partners, local communities,
and academia, we increase
the shared value created at
a global, regional and local
level.
We actively collaborate
with international
organizations to address
global sustainability
challenges within the
framework of the UN
Sustainable Development
Goals for 2030. We are
a participant of the UN
Global Compact (UNGC)
and a core member of CSR
Europe and the Global
Cement and Concrete
Association (GCCA).
TITAN Cement Group
Integrated Annual Report 2020
10
1990 - 2018: Acquisitions and investments in over 15 countries:
A long history of sustainable growth
Driven by our entrepreneurial spirit and our commitment to sustainable growth, we have
expanded beyond our Greek roots, expanding to four continents.
1902
TITAN Cement is founded with the
opening of the first cement plant in
Elefsina, the first cement-producing
unit in Greece
1912
Listing on the Athens Stock Exchange
1951 - 1957
Rapid growth of exports, which during
the period account for over 50% of the
company’s sales and approximately 50%
of Greece’s total cement exports
Foundations
1902-1960
1962
Second plant in Thessaloniki
1968
Third cement plant in Drepano, Patras
1976
Fourth cement plant in Kamari,
near Athens
Growth in Greece
1960-1990
1990-2020
International expansion
• (1992) 60% in Roanoke Cement, Virginia, USA
• (1998) Cementarnica Usje, North Macedonia
• (1999) Beni Suef Egypt (50% joint venture)
(2000) 100% of Roanoke, Virginia and
Pennsuco, Florida, USA
• (2002) Kosjeric, Serbia
(2002) Alexandria PCC (APCC), Egypt
(50% joint venture)
• (2003) Zlatna Panega, Bulgaria
(2007) Greenfield investment,
Antea plant, Albania
• (2008) 50% in Adocim, Turkey (JV)
• (2008) 100% of Beni Suef and APCC Egypt
• (2010) Sharr plant, Kosovo
• (2016) 50% in Cimento Apodi, Brazil (JV)
• (2018) 75% in Adocim, Turkey
2019
Titan Cement
International S.A.
becomes TITAN
Group’s parent
company and is
listed on Euronext
Brussels, Paris,
and the Athens
Exchange
Our growth journey since 1902
Understanding
TITAN
Overview
11
Our values
Our values are at the core of who
we are; they guide our strategy
and provide the foundation for
all our operations. They have
provided our people with a strong
bond and supported the growth
that has sustained us for over a
century, stemming directly from
the principles, beliefs, and vision
of our founders back in 1902.
They remain the solid basis of our
culture and family spirit.
Know-how
Enhancement of
knowledge base
Proficiency in
every function
Excellence
in core
competencies
Integrity
Ethical business
practices
Transparency
Open
communication
Good governance
Value to the
customer
Anticipation of
customer needs
Innovative
solutions
High quality of
products and
services
Continuous
improvement
Learning
organization
Willingness to
change
Rise to
challenges
Delivering results
Shareholder value
Clear objectives
High standards
Corporate Social
Responsibility
Safety first
Sustainable
development
Stakeholder
engagement
Underpinning these priorities is our approach to sharing best practice and leveraging expertise. Applying this approach across the Group
helps the development of our capabilities and the efficient delivery of our governing objective.
We aim to grow as a multiregional, building materials producer, combining entrepreneurial
spirit and operational excellence with respect for people, society, and the environment.
Our strategic priorities
To achieve our governing objective, we focus on four strategic priorities:
We expand our business
through acquisitions and
greenfield developments
into attractive new
markets, to diversify
our earnings base and
mitigate the effect of the
volatility inherent in our
industry.
Geographic
diversification
We extend our business
into other product
areas in the cement
value chain, serving our
customers better and
accessing new profit
opportunities.
Vertical
integration
We reduce our
environmental footprint,
with focus on
de-carbonization
and biodiversity.
We care for and develop
our employees, and
foster constructive
collaborations with our
neighboring communities
and other stakeholders.
Sustainability, with focus
on the environment and
society
We deliver new
efficiencies throughout
our business to reduce
costs and compete more
effectively, implementing
digital solutions across
our value chain.
Continuous competitive
improvement
Ingrained in the Group’s identity and
embedded in our culture and our people’s
practices, our values guide
the way we conduct our business –
with respect, accountability, and
responsibility.
Our governing objective
TITAN Cement Group
Integrated Annual Report 2020
12
Global presence
We report on our performance and activities based on four
geographic regions, and separately on our joint venture in Brazil.
USA
Integrated cement plants
1. Roanoke – Virginia
2. Pennsuco – Florida
Brazil
(Joint venture)
Integrated cement plant
1. Quixere
Cement grinding plant
2. Pecem
Brazil
USA
1
2
2
1
USA
Principal products/activities
3
Import
terminals
8
Quarries
82
Ready-mix
plants
7
Concrete
block plants
5
**
Fly ash
processing
plants
2
Integrated
cement
plants
EBITDA
€176.1m
Revenue
€937.7m
Assets
€1,095.8m
Brazil (Joint venture)*
Principal
products/
activities
1
Cement
grinding
plant
3
Quarries
4
Ready-mix
plants
1
Integrated
cement
plant
Principal products/
activities key:
Cement
Ready-mix concrete
Aggregates
Dry mortars
Building
blocks
Fly ash
Waste management
and alternative
fuels
Number of operational units of
all regions as calculated for ESG
performance reporting purposes
at Group level
* The joint venture in Brazil is incorporated in the
financial statements using the equity method of
consolidation. In the ESG performance overview
and statements, the joint venture in Brazil is not
included.
** 1 facility in Canada is included
Understanding
TITAN
Overview
13
Greece & Western Europe
Integrated cement plants
1. Thessaloniki
2. Kamari
3. Patras
Cement grinding plant
4. Elefsina
Southeastern Europe
Integrated cement plants
1. Kosjeric – Serbia
2. Zlatna – Bulgaria
3. Sharr – Kosovo
4. Usje – North Macedonia
5. Antea – Albania
Integrated cement plants
1. Alexandria
2. Beni Suef
Eastern Mediterranean
Integrated cement plant
1. Tokat
Cement grinding plant
2. Marmara
Turkey
1
North Macedonia
Albania
Kosovo
Serbia
Bulgaria
1
2
Egypt
2
Greece
1
3
4
2
3
4
5
2
1
Southeastern Europe
Principal
products/
activities
20
Quarries
6
Ready-mix
plants
1
Processed
engineered fuel
facility
5
Integrated
cement
plants
EBITDA
€96.2m
Revenue
€271.0m
Assets
€456.9m
Greece & Western Europe
Principal
products/
activities
3
Import
terminals
25
Quarries
28
Ready-mix
plants
1
Cement
grinding
plant
1
Dry mortar
plant
3
Integrated
cement plants
EBITDA
€17.2m
Revenue
€246.6m
Assets
€563.3m
Eastern Mediterranean
Principal products/activities
1
Cement
grinding
plant
14
Quarries
7
Ready-mix
plants
3
Integrated
cement plants
EBITDA
€-3.3m
Revenue
€151.7m
Assets
€484.8m
2
Processed
engineered fuel
facilities
2
Processed engineered
fuel facilities
TITAN Cement Group
Integrated Annual Report 2020
14
Delivering value for all
We draw on, transform and add to our capital resources to provide our products and services,
creating value¹ for all our stakeholders and contributing to the attainment of the UN Sustainable
Development Goals 2030.
to provide our products and services
Note: for terms denoted with (1)-(12) under 'Delivering value for all' please refer to the section ESG performance statements, under “2.1 Value Creation Core Indicators
Index".
Cement
Ready-mix
concrete
Aggregates
Dry mortars
Building
blocks
Fly ash
Products
we draw on our capital
Driven by our governing objective
Financial capital
We use our economic resources efficiently to
support our business growth and safeguard our
international competitiveness.
Intellectual capital
We use our R&D capabilities, our core
competence, and our deep knowledge of
the building materials industry to enhance
our offerings and further improve our
performance.
Social and Relationship capital
We engage with our stakeholders building
long-term relationships of trust and working
together in collaborative projects to make
a positive impact on society and local
communities.
Natural capital
We source materials responsibly, and we
preserve natural resources and biodiversity in
the areas where we operate. We contribute to
the circular economy by applying the principles
of “reduce, reuse, recycle, recover.
Human capital
We value our people’s contribution,
continuously supporting their professional
development in an engaging, inclusive, and
collaborative working environment.
Separation
technologies
Alternative
fuel and
waste
management
solutions
Manufactured capital
We manufacture our products using best
available techniques in a network of 14
integrated and 3 cement grinding plants in 10
countries, as well as quarries, ready-mix plants,
and other production facilities, and we distribute
them reliably to our customers through
dedicated terminals.
Services
and Solutions
Production,
transportation,
distribution
of building
materials
Circular
economy
solutions:
Understanding
TITAN
Overview
15
Key Indicators Amounts Stakeholders SDGs 2030
Gross value added
2
€612.0m
Employees, customers,
suppliers, shareholders, and
investors
Net value added³
€472.4m
Employees, customers,
suppliers, shareholders and
investors
Total spend on suppliers, local,
national and international for
goods and services
€989.8m
Suppliers and contractors
Taxes to national and local
authorities⁵
102.7m
Governments and
authorities (central
and local)
Payments in cash
to shareholders and
minorities⁶
€17.6m
Shareholders
Total spend on donations and
social engagement initiatives⁷
€2.1m
Communities, academia,
and educational and
environmental organizations,
civil society, and society at
large
Green investment⁸
€22.2m
Communities, society
at large
Alternative fuels
234,451
tons
Communities, governments
and authorities (central and
local), society at large
Salaries, (contributions to)
pensions, and social benefits,
including additional benefits
beyond those provided by law⁹
€312.2m
Employees and their
families, local
communities
Investments in training of
direct employees¹⁰
0.5m
Employees and their families
Internships
251
interns
Employees and their families,
local communities, youth
Investments for Research and
Innovation
11
€10.5m
Employees, customers,
academia and society at
large
Capital expenditures
12
€84.3m
Employees, shareholders,
customers, local communities,
suppliers and contractors
contributing to the UN SDGs 2030
and create value for our stakeholders
TITAN Cement Group
Integrated Annual Report 2020
16
The steps we follow to conduct our materiality assessment are presented below:
Materiality assessment
and stakeholder engagement
We have established a robust materiality assessment process to address the expectations of our
stakeholders and pursue sustainable development. Through this process, we aim to build further
on our trusted relationships and create shared value.
TITAN’s approach to materiality assessment
Materiality assessment is an ongoing process that provides the
foundation for the implementation of our sustainability strategy.
A full cycle of materiality assessment has a duration of five years,
with materiality assessments at local level used as input for the
materiality assessment at Group level and vice versa. This is
our fourth materiality assessment cycle and the feedback that
we receive from our stakeholders through open and structured
communication will act as a compass for our continuous
improvement on all fronts.
In the new cycle that we launched in 2019, we upgraded,
harmonized, and further developed our materiality assessment
process across the Group, driven by our long-term commitment
to the ten principles of the UN Global Compact and using the
SASB Materiality Map® for our sector.
Ιn 2020, all TITAN business units reviewed and updated their
priorities, following the process designed by the Group. Areas
such as health and safety, environmental management, employee
development, sustainable supply chain, customer satisfaction,
climate and energy, and good governance remain at the top of the
list of material issues identified in most of the countries where we
operate.
Implementation
Engage employees across the Group in
strategy implementation
Review and report
performance to stakeholders
At Group level, we report our sustainability
performance to stakeholders annualy
10
dedicated materiality assessment workshops at both
Group and country level
300
TITAN Employees contributed to the outcome of the materiality
assessment process
1
34
191
managers and experts from TITAN business units and the
Group Corporate Centre participated at the materiality
assessment workshops
Target setting
Determining our sustainability
focus areas and setting our ESG targets
2
Identification and prioritization
Identify and prioritize material issues based on
the importance to our stakeholders and their
current or potential impact on the business
Understanding
TITAN
Overview
17
According to the Group Materiality Assessment outcomes, we will be addressing nine material issues grouped in four focus areas, all
underpinned by good governance, transparency and business ethics. The diagrams below illustrate how our material issues have evolved
since our last materiality assessment cycle, their prioritization and alignment with the UN SDGs 2030.
2015 – 19 material issues 2020 material issues 2020 focus areas
Future-ready business model
in a carbon-neutral world
Innovation with emphasis on
digitalization and de-carbonization
Safe and healthy working
environment
Continuous development of
our people
Diverse and inclusive
workplace
Positive local social,
economic, and environmental
impact
Resource efficiency, recycling,
and recovery, contributing to
the circular economy
Reliable and sustainable
supply chain
Financial liquidity and
access to funding
Climate change
Social and political risks
and instability
Health and safety
People management and
development
Environmental
management
Sustainability of
communities
Circular economy
Importance to stakeholders
Importance to TITAN
5
5
1
1
2
2
4
4
3
7
7
6
6
8
8
9
9
Materiality matrix Contributing to SDGs 2030
De-carbonization
and Digitalization
Positive local impact
Growth-enabling
work environment
Responsible sourcing
Good governance, transparency,
and business ethics
Governance,
transparency, and
ethics
3
TITAN Cement Group
Integrated Annual Report 2020
18
ESG targets 2025 & beyond
Underscoring our enduring commitment to sustainability and value creation for all, we have set
our Environmental, Social and Governance (ESG) targets for 2025 and beyond, focusing on four
pillars defined as material by our stakeholders.
De-carbonization
and Digitalization
Growth-enabling
work environment
Focus areas
Addressing material issues
Targets 2025 and beyond
We will TRANSFORM
our business, focusing on
resilience, innovation and
on building solutions to
serve our customers more
efficiently as we move
towards a carbon-neutral,
digital world
Future-ready
business model
in a carbon
neutral world
Safe and
healthy working
environment
Diverse and
inclusive
workplace
Continuous
development of
our people
Innovation with
emphasis on
digitalization and
de-carbonization
we will reduce our CO₂ emissions
1
by 2030, and will have our
targets validated by the Science Based Targets Initiative
(SBTi), as follows:
Scope 1 emissions: we will reduce our net CO₂ emissions to
500kg/t cementitious products (-35% vs. 1990 level)
Scope 2 emissions: we will reduce our CO₂ emissions to 32kg/t
cementitious products (-45% vs. 2020 level)
we commit to drive down the CO₂ footprint of our operations
and products aspiring to deliver society with carbon-neutral
concrete by 2050
we will monitor and independently verify our supply chain
(Scope 3) emissions
we will increase our annual investment in Research &
Innovation to €20m
we strive for zero fatalities and for an employee LTIFR
performance which consistently places us among the three
best in our peer group²
we will implement initiatives addressing the physical,
mental, social and financial dimensions of wellbeing for our
employees, in all countries
we commit that 1/3 of our BoD members will be women
we will promote equal opportunities and inclusion and will
grow by 20% the participation of women in senior roles,
talent pools and new hires
we will offer upskilling and reskilling opportunities to 100%
of our employees, especially in areas vital for sustainable
growth, such as health and safety, digitalization, and
de-carbonization
We will CULTIVATE
an inclusive culture with
equal opportunities for all our
people to grow professionally
within a safe and healthy
work environment
1
Scope 1: direct CO₂ emissions (net); Scope 2: indirect CO₂ emissions from electricity; Scope 3: indirect CO₂ emissions of the supply chain
² Peer group definition: Cemex, LafargeHolcim, Argos, HeidelbergCement, CRH, Cementir, Vicat, Buzzi
³Active wholly-owned sites
4
Production from our integrated clinker-cement plants
5
Key suppliers: critical suppliers according to GCCA Guidance for Sustainable Supply Chain management with a meaningful level of spend for TITAN
Understanding
TITAN
Overview
19
Positive
local impact
Responsible
sourcing
All underpinned by:
Good governance, transparency and business ethics
Focus areas
Addressing material issues
Targets 2025 and beyond
We will ENABLE
our business operations and
our people worldwide to
contribute to the prosperity
of our local communities with
respect to their social and
environmental concerns
Environmental
positive impact
Social
positive impact
Economic
positive impact
Resource
efficiency,
recycling and
recovery,
contributing to
circular economy
Reliable and
sustainable
supply chain
we will sustain and further improve our strong
performance in cement production-related specific dust,
NOx and SOₓ emissions
we will have quarry rehabilitation plans at 100% of our
sites
3
and will rehabilitate 25% of the affected areas
we will have quarry biodiversity management plans at
100% of our sites
3
in high biodiversity value areas
we will have community engagement plans that are
aligned with material issues for stakeholders and UN
SDGs 2030 at 100% of our key operations
we will ensure that 2/3 of our total spend are directed to
local suppliers and communities
we commit to a water consumption of 280lt/t Cementitious
Products and to covering 70% of our water demand with
recycled water
we will have 85% of our production⁴ covered by ISO 50001 or
energy audits
we will have 50% of our production⁴ covered by “Zero Waste
to Landfill” certification
we will ensure that 70% of our key suppliers
5
meet TITAN
ESG supplier standards
We will EMPOWER
our business ecosystems to
incorporate sustainability
considerations in their
business decisions and
daily behaviors, while using
natural resources responsibly
TITAN Cement Group
Integrated Annual Report 2020
Performance
highlights
An overview of our Group’s overall
financial and ESG performance in 2020.
Understanding TITAN
20
Kamari cement plant, Greece
21
22
Financial performance
Earnings (EBITDA) growth and strong cash flow generation in a challenging year; resilient
markets and encouraging prospects
TITAN Cement Group delivered strong results in 2020, despite the
uncertainty caused by the COVID-19 pandemic. Group consolidated
revenue at €1,607.0 million was stable compared to the previous
year. Earnings Before Interest, Tax, Depreciation and Amortization
(EBITDA) posted a solid increase of 7.1% to €286.2 million. This was
the highest EBITDA recorded since 2010. Net Profit after Taxes and
minorities (NPAT) dropped to €1.5 million (vs. €50.9 million in 2019)
as a result of significant non-cash charges taken representing the
full write-off of the €46.6 million goodwill of TITAN Cement Egypt
and the derecognition of €17.3 million of accumulated deferred tax
assets, also in Egypt.
The impact of the COVID-19 pandemic on our Group was clearly
less severe than what was initially expected. Overall construction
activity escaped the full brunt of the downturn, being allowed to
continue as an essential activity in most of our operating countries.
Performance in 2020 was supported by resilient sales volumes
across most of our markets. In the US, sales were sustained at
high levels along all product lines. In Greece demand showed
further recovery. In Southeastern Europe performance was
robust, while Turkey posted strong domestic and export
growth and demand also improved in Brazil. Performance in
Egypt was disappointing due to the ongoing challenges of that
market. Pricing dynamics in most of our markets benefited
from resurgent levels of demand. The favorable energy cost
environment combined with successful management of the
Group’s cost base, enhanced profitability.
The strengthening of the euro in 2020 mainly against the US$ and
the Egyptian pound impacted results with FX losses of €13.2 million,
while net finance costs were significantly lower at €52.7 million
(€10.9 million lower than 2019).
2020 performance highlights
TITAN’s US Operations had a strong year. Cement, aggregates
and ready-mix sales were sustained at high levels. Cement block
sales volumes grew, benefitting from the growth of the housing
market while fly ash suffered due to lack of supply, as natural
gas continued to replace coal as fuel in the US power generation
industry. Overall, in US$ terms, 2020 revenue increased from
2019, reaching $1.07 billion. In euro terms, revenue declined by 1.5%
to €937.7 million and EBITDA reached €176.1 million, a decline of 1.8%
compared to 2019.
In Greece, 2020 was a year of improved performance. This was the
result of a combination of higher domestic cement sales volumes,
but lower clinker exports, increased operational efficiencies from
digital optimization projects, combined with lower fuel prices and
a notable increase in the use of alternative fuels. As such, total
revenue for Greece and Western Europe in 2020 increased by 0.7%
to €246.6 million while EBITDA increased by €5.3 million to €17.2
million.
In Southeastern Europe, the construction market, after an abrupt
slow down at the start of the pandemic, recovered to post a
net growth for the region in 2020, with a particularly strong
last quarter. Revenue increased to €271.0 million, supported by
pricing and domestic volumes, which more than compensated
for the reduction of exports from the region. Margins improved
substantially, thanks to a recovery from the previously low selling
prices and a significant reduction of fuel costs, on top of efficiency
improvements and cost containment measures. As a result,
EBITDA grew by 24.6% to €96.2 million.
Markets in the Eastern Mediterranean remained challenging
amidst a fragile economic environment. Pre-existing structural
market limitations in Egypt were further exacerbated by the
government’s imposition of a six-month suspension of building
licenses. Improved performance in Turkey, thanks to strong
growth of domestic demand and exports, partially mitigated
the region’s disappointing results. Total revenue reached €151.7
million, an increase of 1.0% year on year, while at EBITDA level,
the Group recorded a €3.3 million loss compared to losses of €1.2
million in 2019.
In our joint venture Cimento Apodi in Brazil, driven by increased
demand and prices, net profit attributable to the Group reached
€2.6 million compared to a €1.0 million loss in 2019.
Stronger sales volumes
Trends in domestic sales volumes were positive across most of
our markets. At Group level, volumes were higher across all lines of
products except fly ash, which suffered from supply constraints.
Following the restrictions on activity in the second quarter of the
year, construction activity rebounded once lockdown restrictions
were eased, testifying to the underlying resilience of market
fundamentals across geographies. Group cement sales increased
by 1% compared to 2019, reaching 17.1 million tons.
Ready-mix concrete sales increased by 3% in 2020, reaching
5.4 million m³ on the back of stronger sales in Greece,
Southeastern Europe, the Eastern Mediterranean and Brazil.
Aggregates' sales volumes increased by 5% year on year, reaching
20 million tons, mainly due to growth of the Greek market.
Aggregates' sales in the US, which is a key contributor in the
aggregates segment, remained stable at high levels.
2020 2019 +/-
Cement (million metric tons) 17.1 17.0 1%
Ready-Μix concrete (million m³) 5.4 5.2 3%
Aggregates (million metric tons) 20.0 19.1 5%
Understanding
TITAN
Performance
highlights
23
Robust increase of Operating Free Cash Flow
In 2020, the Group generated a strong operating free cash
flow that reached €225.3 million, an increase of €50.2 million
compared to 2019. Cash flow generation benefited from higher
EBITDA levels, tighter capital expenditure and contained working
capital requirements. Group capital expenditures during the year
amounted to €84.3 million compared to €109.3 million in 2019.
2020 2019
Operating free cash flow €225.3m €175.1m
Capital expenditure €84.3m €109.3m
Net debt at the year end €684.4m €839.6m
Deleveraging
Year-end net debt declined to €684.4 million (2019: €839.6
million), reflecting the strong operating cash generation. This
decline of €155.2 million in net debt contributed to a significant
improvement of the Net Debt/EBITDA ratio to improve to 2.35x as
defined by loan agreements.
The Group maintains ample cash and other liquidity sources. It
ended 2020 with a total liquidity of €503 million, comprising €206
million of cash and cash equivalents and €297 million of undrawn
committed credit facilities.
TITAN Group uses a variety of funding sources and debt
instruments to diversify its funding base and combines long-term
and short-term financing. At year end, 86% of Group debt was in
bonds, 8% in bank loans and 6% in lease liabilities. Gross debt as of
31 December 2020 came at €891 million.
In the prevailing environment of low interest rates, TITAN Group
took the opportunity to lower its finance costs and significantly
extend its debt profile. In July 2020, Titan Global Finance issued
€250 million notes, due in 2027, with an annual coupon of 2.75%.
The notes are traded on the Global Exchange Market (GEM), which
is the exchange-regulated market of Euronext Dublin. Pursuant
to a tender offer, the proceeds of the new issue were used to
purchase prior to maturity €109 million of the outstanding €300
million notes with coupon 3.50%, due June 2021. The remaining
proceeds were used for general corporate purposes, including
repayment of bank debt. The Group’s next important maturity
is in mid-2021 for the €163.5 million notes of the 2016 issue that
remained at the end of 2020 and, after that, in 2024 and 2027.
Outstanding bonds
ISIN
Amount
outstanding
Coupon Maturity
XS2199268470 250,000,000 2.75% 09/07/2027
XS1716212243 350,000,000 2.375% 16/11/2024
XS1429814830 163,458,000 3.50% 17/06/2021
Resolutions of the Board of Directors
Return of capital: following the authorization granted to
the Board of Directors by the Extraordinary Meeting of the
Company's Shareholders on 13 May 2019, the Board of Directors
of Titan Cement International SA decided the return of capital
of €0.40 per share to all the Shareholders of the Company. All
shareholders who are recorded as shareholders on Thursday, 29
April 2021, at 12.00 midnight (CEST) (record date) will be entitled
to receive the capital return. Shareholders will receive the
payment of the capital return on Friday, 2 July 2021, through their
custodians, banks and securities brokers.
Cancellation of own shares: the Board also decided the
cancellation of 4,122,393 own shares representing 5% of the
Company’s voting rights. The cancellation is expected to be
completed by the end of the second trimester, according to the
procedure provided by Belgian law.
0
50
100
150
200
250
300
350
400
224
33
9
358
4 3
13
247
<Dec'21
<Dec'22
<Dec'23
<Dec'24
<Dec'25
<Dec'26
<Dec'27
>Dec'27
37
24
9
4
6
163
348
247
18
5
5
4
3
13
Bank debt LeasesBond
Debt Maturity Profile (€m) as of 31 December 2020
TITAN Cement Group
Integrated Annual Report 2020
24
Equity market information
Titan Cement International S.A. (TCI) is committed to maintaining strong,
transparent long-term relationships of trust with the investment community
The share
2020 was the first full year of TCI’s listing on Euronext Brussels,
Euronext Paris and the Athens Exchange. TCI became the new
parent company of the TITAN Cement Group after the successful
outcome of a share exchange tender offer submitted to TITAN
Cement Company S.A. shareholders in 2019.
Titan Cement Company S.A. was founded in 1902 and its shares
had been listed on the Athens Exchange since 1912. In 2019
Euronext Brussels became the primary listing of TITAN Group. The
Group is also listed on Euronext Paris and the Athens Exchange.
The total number of TCI shares outstanding (including treasury
shares) is 82,447,868 shares.
In June 2020, TCI’s shares were included in the BEL Mid Cap Index.
In addition, TCI shares are also components of the BEL Industrials
and ATHEX Composite Indices and are also constituents of the
FTSE/ATHEX Large Cap and MSCI Greece Small Cap Index, as well
as the CAC All Shares and CAC Industrials. In February 2020, TCI’s
shares were excluded from the FTSE Developed Europe Small Cap
Index and from the MSCI Greece Index in May 2020.
Share evolution
In 2020, TCI’s share TITC closed the year at €13.86 on Euronext
and at €13.74 on the Athens Exchange, corresponding to a
decline of 27% year on year. Over the same period, the BEL Mid
cap Index and the ATHEX General Index, recorded decreases of
16% and 12%, respectively. As at 31 December 2020, TCI’s market
capitalization stood at €1.1 billion.
Liquidity and market making contracts
In order to maintain a satisfactory level of liquidity for its shares,
TCI has undertaken a liquidity provider agreement for its shares
traded on Euronext and a market maker agreement for its
shares traded on the Athens Exchange, both with local financial
institutions.
ESG investors
Since 2010, ΤΙΤΑΝ Cement Group has attained, and maintained,
the “Advanced” level reporter status in line with United Nations
Global Compact principles. Over the course of 2020, TCI, as a new
legal entity, was assessed for the first time with regards to its ESG
performance, achieving positive results. In May 2020, TCI received
an ESG Risk Rating of 28.6 by Sustainalytics and was assessed as
being at medium risk of experiencing material financial impacts
from ESG factors. The score places ΤΙΤΑΝ thirteenth out of 104
construction materials companies assessed by Sustainalytics. In
June, TCI received a rating of A (on a scale of AAA-CCC) in the MSCI
ESG Ratings assessment. In October, TCI received a rating of B+
by Refinitiv and was ranked ninth in the construction materials
sector across Europe and America. Moreover, 2020 marked our
inaugural response to the CDP climate change and water security
questionnaires.
Treasury shares
In March 2020, the Group activated its share buy-back program.
In total 786,278 shares, representing 0.95% of TCI’s share capital
were repurchased on Euronext Brussels and the Athens Stock
Exchange (ATHEX) for a total consideration €8.8 million.
Αs at 31 December 2020, Titan Cement International S.A. holds
321,225 own shares representing 0.39% of the Company’s
share capital and ΤΙΤΑΝ Cement Company S.A. (TITAN S.A.), a
direct subsidiary of TCI, holds 5,191,277 shares of the Company,
representing 6.30% of the Company’s voting rights.
Shareholder structure of TCI
The chart below represents the shareholder structure of the
Company as of 31 December 2020*
Symbols
Euronext ATHEX
Oasis TITC TITC
Reuters ticker TITC.BR TITC.PA
Bloomberg ticker TITC.BB TITC.GA
ISIN code: BE0974338700
More information for investors
There is comprehensive information on the TCI website regarding
regulatory announcements, the investor relations calendar, share
price analysis tools and quarterly financial results.
You can find us at: https://ir.titan-cement.com or contact us
directly at ir@titan-cement.com
E.D.Y.V.E.M. Public Company Ltd and
TCI founders acting in concert
35.68%
FMR LLC, FMR CO Inc, Fidelity Institutional
Asset Management Trust Company, FIAM
LLC
6.70%
Other 41.76%
Paul and Alexandra Canellopoulos
Foundation
9.56%
TITAN Cement Company S.A.
6.30%
*As notified by the above shareholders to the company on 23 July 2019, on 7 January 2020,
on 9 September 2020 and on 14 December 2020.
Understanding
TITAN
Performance
highlights
25
KPIs and 2020 targets
2020 performance
Related
SDGs
Absolute figures
(where applicable)
%
(where applicable)
Environmental
management
Specific net direct CO₂
emissions
20%
reduction comp.
to 1990 level*
674 kgCO₂/t
cementitious
product
13.4%
reduction comp. to 1990 level
12, 13, 17
Specific dust emissions
92%
reduction comp.
to 2003 level**
19.3
g/t clinker
94.8%
reduction comp. to 2003 level
Specific NOx emissions
53%
reduction
comp. to 2003 level**
1,282
g/t clinker
56.8%
reduction comp. to 2003 level
Specific SOx emissions
43%
reduction comp. to
2003 level**
253
g/t clinker
39.6%
reduction comp. to 2003 level
Specific water
consumption
40%
reduction comp. to
2003 level**
261
It/t cement
48.2%
reduction comp. to 2003 level
6, 11, 15, 17
Biodiversity and land
stewardship
100%
88%
Active wholly-owned sites with
quarry rehabilitation plans
90%
Active wholly-owned sites of high
biodiversity value with biodiversity
management plans
ISO 50001 coverage
50.0%
of clinker production
54.9%
of clinker production
7, 17
Occupational
health and
safety
Fatalities
0 3
3, 17
LTIs frequency rate
(employees)
To be in the top
quartile of WBSCD/
CSI members’
performance***
0.57
Social
engagement
All key operations with
Community Engagement
Plans related to material
issues and Group policies
14/14
operations by the end
of 2020
14/14
3, 4, 9,
11, 17
Implementation of
engagement plans at all
key operations
100%
by the end of 2020
100%
by the end of 2020
Performance towards our 2020
sustainability targets
Our 2020 sustainability targets have provided us with a roadmap to address our main impacts,
monitor our performance, and tackle global challenges. Moving forward, we will build on our good
results to achieve our ESG targets for 2025 and beyond (see pg. 18), in alignment with our material
issues and the UN SDGs 2030. See below what we have achieved during the last five years.
*1990 is the base year for CO₂ emissions, in line with the Kyoto Protocol.
**2003 is the base year for all other environmental performance indicators.
***As of 31 December 2018, the work and activities of WBCSD/CSI were carried out by the GCCA.
ESG performance
TITAN Cement Group
Integrated Annual Report 2020
26
29.3 million t
Avoided (direct net)
CO₂ emissions
(1990-2020)
Specific net direct CO₂ emissions (Scope 1)
Alternative fuel substitution rate
60,700 t
Avoided dust emissions
(2003-2020)
32.5 million m
3
Avoided water consumption
(2003-2020)
13.1%
Alternative fuel
substitution rate
€22.2 million €
Green investments
Environmental performance
Climate change mitigation through alternative fuels
Recognizing the high energy and carbon intensity of cement
making, we actively engage in the global collective effort
toward a carbon-neutral future. We are committed to the
COP21 Paris global goal of keeping the increase in global
temperature to well below 2°C compared to pre-industrial
levels, and the relevant UN Sustainable Development Goals
2030. We support the European Green Deal vision of carbon
neutrality by 2050 and endorse the Global Cement and
Concrete Association (GCCA) 2050 Climate Ambition to deliver
society with carbon-neutral concrete by 2050.
In 2020, our net CO₂ emissions reached 674kgCO₂/t cementitious
product, declining by 13.4% compared to 1990 levels.
We inaugurated a new processing line for alternative fuels at
the Pennsuco cement plant in Florida, USA, and upgraded our
alternative fuels feeding installations in several of our cement
plants in Europe. The Thessaloniki cement plant in Greece
extended its environmental permit to facilitate the use of Solid
Recovered Fuel/Refuse Derived Fuel (SRF/RDF) from municipal
solid waste (MSW), while in Bulgaria and the USA, our plants
installed equipment, which enables the utilization of natural
gas, thereby reducing their carbon footprint. During the last
five years, our alternative fuels substitution rate has increased
by 56%. In 2020, it decreased slightly, mainly due to the limited
availability of suitable streams and delays in obtaining permits in
some of the regions where we operate.
We were recognized as a Key Innovator by the European
Commission in its Innovation Radar for our contribution to the
RECODE research project, which involves the installation of a pilot
unit at Kamari cement plant in Greece for the capture of CO₂ and
its conversion to value-added chemicals.
Responding to society’s needs for sustainable construction, we
expanded our product portfolio to include significant volumes
of low-carbon cement and concrete. Our less carbon-intensive
Type IL cement already enjoys good market penetration in the
USA, while in Greece, we have obtained all the necessary cement
certifications to facilitate this transition.
In 2020, we continued to invest in innovation, having our first
world patent published, on a novel method to produce nanosized
particles of clinker, which can be used to manufacture added-
value, high-performance construction products, in addition to
valorising low-grade minerals and industrial by-products.
As energy management is integral to the sector’s de-carbonization
roadmap, we are systematically monitoring energy consumption
and expanding the use of energy efficiency management systems.
The Pennsuco cement plant in Florida, USA, received its ISO
We are actively participating in the de-carbonization of the construction value chain,
contributing to the global effort toward a carbon-neutral future. Seeking to drive down the
carbon footprint of our operations worldwide, we are investing in innovation for new products
and processes. We continuously improve our environmental performance through the
adoption of best available technologies and the implementation of effective environmental
management systems, water and biodiversity management plans.
Kg/t cementitious product
2016 2017 2018 2019 2020
674.0
676.6
686.1
700.3
701.4
670
620
720
0
5
10
15
Thermal substitution rate (%)
2016
2017
2018
2019
2020
13.1
13.5
8.9
8.4
12.0
ESG performance
Understanding
TITAN
Performance
highlights
27
Alternative raw materials use
(as a percentage of total raw materials consumed)
Specific NO
X
emissions
Environmental expenditures across all activities
(5-years cumulative)
% Dry basis
2
4
6
8
2016
2017
2018
2019
2020
6.4
7.1
5.5
5.4
5.1
50001 certification. Our clinker capacity covered by ISO 50001 now
represents 54.9% of our total clinker production, thus exceeding
the 50.0% target that we had set for 2020.
Contributing to the circular economy
We are committed to the principles of the circular economy,
which encourage waste minimization, reuse, recycling, or recovery
in order to preserve the world’s natural resources, reduce CO₂
emissions, and manage waste efficiently.
In 2020, we continued to implement programs to collect ready-
mix concrete waste and returns for use as alternative raw
materials in the production of clinker, cement, concrete, and
concrete blocks, and as aggregates for pavements and other
applications. The percentage of concrete returns diverted from
landfills stood consistently over 85% in the last five years, reaching
90% in 2020. Furthermore, the Pennsuco Cement Complex
became the first cement plant in the world to be Total Resource
Use and Efficiency (TRUE) Platinum certified for zero waste.
The use of alternative raw materials in the production of
clinker and cement slightly decreased in 2020 to 6.4% of total
consumption, mainly due to the unavailability of such alternative
sources in the countries and markets where the Group operates,
as well as market demands and regulatory restrictions.
Mitigating our environmental impact
The majority of our cement plants are certified to the latest
version of ISO 14001, the international standard that specifies
the requirements for an effective environmental management
system, while all are aligned with local and federal regulatory
requirements.
Dust and NOx emissions from our kilns were reduced in the last
five years by 19% and 25%, respectively.
In collaboration with local universities, air emission dispersion
studies are conducted, where needed, to ensure a high level of air
quality in the local communities where we operate.
To improve transparency, a new online platform was launched in
Greece, making daily air emission data from our cement plants
publicly available. Similar initiatives exist in other regions where
we operate.
We have developed biodiversity management plans at nine out of
the ten sites that have been identified as areas of high biodiversity
value, using the Integrated Biodiversity Assessment Tool (IBAT).
In 2020, we updated the biodiversity risk assessments for all
our sites. In total, four new sites (three of them being under
full management control of TITAN) are recognized as being in
proximity to (or part of) areas of high biodiversity value and will
be further assessed for their biodiversity baseline conditions.
We contributed to the formulation of the GCCA policy document
A Commitment to Biodiversity by the Cement and Concrete
Industry” and joined CSR Europe’s Biodiversity and Industry
Platform.
Our long-term initiatives and investments in water management
facilities and systems have resulted in a substantial reduction in
water consumption to 261lt per ton of cement, well below the
target we had set for 2020.
g/t
Clinker
1.000
1.100
1.200
1.300
1.400
1.500
1.600
1.700
1.800
2016
2017
2018
2019
2020
1.282
1.269
1.307
1.345
1.709
Million €
0
20
40
60
80
100
120
140
160
180
2016
2017
2018
2019
2020
53.5
81.1
110.2
136.8
159.0
TITAN Cement Group
Integrated Annual Report 2020
28
Social performance
A robust response to COVID-19
Safeguarding our people and operations against COVID-19 was a
top priority in 2020. In close cooperation with medical experts,
we implemented action plans at all sites, putting an emphasis on
frequent and open communication. We promoted remote working,
while numerous protective measures were taken for people
working on-site. At the same time, we stood by our neighboring
communities and acted to help local partners and contractors to
sustain their business.
Committed to health and safety
We envisage a work environment that ensures the health and
safety of all employees, contractors, customers, and neighboring
communities. To this end, we are continually striving to improve
our health and safety performance through training and
engagement.
Our efforts in 2020 concentrated on further improving risk
assessment procedures. We maintained an active presence on
all sites in spite of the pandemic, utilizing also camera-enabled
remote audits. The employee Frequency of Lost Time Incidents
(LTIFR) per million worked hours was reduced from 1.44 in 2019 to
0.57, the lowest value recorded since 2013. Regrettably, despite
this improvement, there were two contractor fatalities during the
year – one in Kosovo and one in Egypt – and one employee fatality
in a driving accident in the USA.
Bolstering diversity and inclusion
Our sustainable growth relies on the caliber, behavior, and
involvement of our people. Our vision is to ensure an emotionally
and mentally engaged workforce, as stated in our People
Management Framework.
Group and country action plans were developed to address the
results of the 2019 Employee Engagement Survey. The action
plans were derived following in-depth analysis of the aggregated
responses to the survey questions, as well as a series of interviews
and deep dives in diverse employee focus groups.
We support equality, diversity and inclusion and are committed
to providing equal access and remove biases in our operations.
A comprehensive action plan to improve diversity and inclusion
across the Group was drawn up, based on feedback from a number
of focus groups and interviews. Our Group Code of Conduct, and
Human Rights and CSR policies were updated to incorporate
clearer references to diversity and inclusion. In Titan America,
unconscious bias education was mandated for all people managers
and two new Employee Resource Groups were launched – one
supporting our Black and African American community and one
supporting our LGBTQ+ community.
We are committed to cultivating a healthy and safe work environment, enabling our people
to develop new skills and to grow professionally. We aspire to generate a positive impact
for our local communities, supporting their socio-economic development and promoting
sustainable practices across our value chain.
0
0.5
1
1.5
2
2.5
2016
2017
2018
2019
2020
0.57
1.44
1.54
2.41
1.92
Employee Lost Time Injuries Frequency Rate (LTIFR)
Employee Lost Time Injuries Severity Rate
0
20
40
60
80
100
120
2016
2017
2018
2019
2020
21.5
57.4
55.7
109.0
78.2
ESG performance
Understanding
TITAN
Performance
highlights
29
A holistic approach to wellbeing
Our new TITAN Health and Wellbeing framework covers the
four key dimensions of health and wellbeing – physical, mental,
social, and financial – and reflects the importance of following an
integrated, holistic approach. Our Employee Assistance Program
(EAP), a consulting support service that offers expert advice on
personal, family, or work-related issues to employees and their
families, has been extended to all countries to enhance the mental
and emotional health and wellbeing of our people.
An ethical work culture
We introduced our Whistleblowing Policy in 2020, which
encourages employees to report possible misconduct, fraud, or
abuse. In parallel, the TITAN Group reporting platform EthicsPoint®
was launched to provide a globally available digital tool enabling
the confidential reporting of any concern and ensuring its quick
and effective handling, fostering our culture of integrity and
ethical conduct.
Growing our communities
Supporting our local communities, where our operations have
direct and indirect economic, social and environmental impacts,
and contributing to their sustainable development is integral to
our corporate philosophy.
In 2020, we launched a dedicated Group e-platform to record
and evaluate our community initiatives and actions, in an
effort to ensure their alignment with the material issues of our
stakeholders.
In all countries, community outreach programs have yielded
positive long-term results. The “For My Kosjeric” program
offered by Kosjeric cement plant in Serbia was recognized by
external stakeholders as a best practice example of empowering
local communities to meet their own objectives. Through the
ReGeneration Academy for Digital Acceleration, a program
that we developed in partnership with local service providers
aiming to help reverse the brain drain in Greece, we trained 24
young graduates in data science and assisted them in finding
employment.
Employees from local communities - Group average (%)
The percentage of employees from local communities remained
high, at 83% and, despite the challenges posed by the pandemic,
we continued to support youth employment, offering 251
internships in 2020.
75%
80%
85%
2016
2017
2018
2019
2020
83
83
81
80
81
Sustainable supply chain
We support sustainable practices across our value chain,
recognizing that a dependable and sustainable supply chain can
contribute to the creation of a net positive environmental, social
and economic impact.
In 2020, we continued our Group Procurement transformation
program, the goals of which are to improve procurement
efficiency and enhance the sustainability of our global
procurement categories. Meanwhile, we continued our review
of the prequalification process for our suppliers to include a
broader sustainability assessment.
TITAN Cement Group
Integrated Annual Report 2020
30
Corporate governance and risk management
Legal structure of Titan Cement International S.A.
Titan Cement International S.A. (TITAN or the Company) is a public
limited liability company (société anonyme) incorporated under
Belgian Law. Its shares are listed on the regulated markets of
Euronext Brussels, Euronext Paris, and the Athens Exchange. The
seat of the management of the Company is in Cyprus.
Governance structure
TITAN has a one-tier governance structure, consisting of the Board
of Directors, which is authorized to carry out all actions that are
necessary or useful to achieve the company's purpose, except for
those, which only the General Meeting of Shareholders is legally
authorized to carry out. At least once every five years, the Board
of Directors reviews whether the chosen governance structure
remains appropriate.
Board of Directors
The Company’s Board is currently composed of 14 directors. The
Board members have high-level, diverse, and complementary
expertise and significant experience relevant to the main
challenges that TITAN is facing in its business environment and
key markets. The Board members bring their experience and
competence in areas such as finance, international investments,
corporate governance, and business management, as well as their
broader perspective on society and the world.
The Board’s role
Our Board, as a collegial body, pursues sustainable value creation
by setting the Company’s strategy, putting in place effective,
responsible, and ethical leadership, and monitoring the Company’s
performance. To effectively pursue such sustainable value
creation, the Board has developed an inclusive approach that
balances the legitimate interests and expectations of shareholders
and other stakeholders. The Board appoints the executive
management and constructively challenges the executive
management when appropriate.
Group Executive Committee
The Group Executive Committee, as appointed by the Board of
Directors, is composed of executive directors and senior managers
of the Company, heading the main regions and functions of the
Group.
The role of the Group Executive Committee is to facilitate the:
cooperation and co-ordination between the Company’s
subsidiaries;
• supervision of the Group operations;
• monitoring of the Group management performance; and
• implementation of decisions and related accountability.
Restructuring of the Group Executive Committee
To further accelerate decision-making and organizational agility
in the context of the rapidly changing drivers of competitiveness,
primarily digital and carbon, the Board, in its meeting of 21 July
2020 approved a new organizational structure, effective as of
1 October 2020. The new Group Executive Committee consists
of the following individuals:
Dimitri Papalexopoulos, Chairman of the Group Executive
Committee
Alexandra Papalexopoulou, Deputy Chair of the Group
Executive Committee
Michael Colakides, Group CFO, and Managing Director of TCI
Bill Zarkalis, Group Chief Operating Officer, President and CEO
of Titan America LLC
Yanni Paniaras, Group Executive Director Europe and
Sustainability
Fokion Tasoulas, Group Innovation and Technology Director
Christos Panagopoulos, Regional Director Eastern
Mediterranean
Antonis Kyrkos, Group Transformation and Strategic Planning
Director
John Kollas, Group Human Resources Director
Leonidas Canellopoulos, Group Chief Sustainability Officer
Management Committee
The Management Committee is composed of the Managing
Director of the Company and other members appointed and
removed by the Board of Directors. Its main role is to support
the Managing Director in the day-to-day management of the
Company.
Through sound corporate governance, we aim to ensure that every management decision is
aligned with our purpose and core values, takes due account of sustainability considerations,
and is in the best interest of our stakeholders. By proactively identifying, assessing, and
managing all our potentially significant risks and opportunities, we prepare for issues that may
affect the long-term sustainability of our business and achieve our strategic objectives.
Performance
highlights
ESG performance
Understanding
TITAN
31
Titan Cement International S.A. Board of Directors:
4
100%
3/14
Directors
are female
8/14
Directors are
independent
9/14
Directors are
non-executive
Board attendance*
Different nationalities
represented on the Board
* In the Board meeting of 21/7/2020 only the non-executive directors, the
Managing Director and the Chairman of the Group Executive Committee were
invited to participate.
* Takis-Panagiotis Canellopoulos served as Executive Director until 19 March 2020
** Petros Sabatacakis served as independent Director until 19 March 2020
Efstratios-
Georgios (Takis)
Arapoglou
Kyriacos
Riris
Dimitri
Papalexopoulos
Michael
Colakides
Alexandra
Papalexopoulou
Bill
Zarkalis
Leonidas
Canellopoulos
Chairman
Chair of
Nomination
Committee
Vice-Chairman
Chair of Audit and
Risk Committee
Chairman of the
Group Executive
Committee
Managing
Director & Group
CFO
Deputy Chair
of the Group
Executive
Committee
Chief Operating
Officer
President and
CEO of Titan
America LLC
Chief
Sustainability
Officer
Non-executive
Director
Independent
Director
Executive
Director
Executive
Director
Executive
Director
Executive
Director
Executive
Director
William
Antholis
Andreas
Artemis
Harry
David
Stelios
Triantafyllides
Dimitris
Tsitsiragos
(since March 2020)
Maria
Vassalou
Mona
Zulficar
Member of
Remuneration
Committee
Member of
Nomination
Committee
Member of
Audit and Risk
Committee
Member of
Remuneration
Committee
Member of
Audit and Risk
Committee
Member of
Nomination
Committee
Chair of
Remuneration
Committee
Independent
Director
Independent
Director
Independent
Director
Independent
Director
Independent
Director
Independent
Director
Independent
Director
Board committees
The Board, in order to discharge its duties effectively and
efficiently, has set up specialized committees to analyze specific
issues and advise it. Without prejudice to its right to set up other
committees, the Board has established the:
Audit and Risk Committee, entirely comprised of independent
directors;
Remuneration Committee, entirely comprised of independent
directors;
Nomination Committee, comprising two independent directors
and chaired by the Chairman of the Board, who is a non-
executive director.
The Board ensures that each committee, as a whole, has a
balanced composition and has the necessary independence,
skills, knowledge, experience, and capacity to execute its duties
effectively.
TITAN Cement Group
Integrated Annual Report 2020
32
Embedding sustainability
Sustainability is a top priority for our company. It is embedded
firmly in our strategy through the regular review of all issues that
are material to our stakeholders, the definition of appropriate
actions and targets, and the adherence to environmental, social
and governance policies. Our two governance bodies, the Board
of Directors and the Group Executive Committee, oversee the
implementation of our strategy and sustainability imperatives
and reflect the culture of transparency and collaboration that is
prevalent across the Group.
Our company is committed to achieving a reduction of net direct
CO₂ emissions from 674 to 500kg/t cementitious product by 2030.
This target is in line with limiting global warming to well below
2
o
C compared to pre-industrial levels, and will be verified by the
Science Based Targets Initiative (SBTi). To this effect, a three-year
CO₂ target that is compatible with the path to 500kg CO₂ per ton of
cementitious product is included in the performance objectives of
the deferred compensation incentive for executive members of the
Board and the members of the Executive Committee.
The former Group CSR Department was expanded to reflect
the broader focus of our company and our stakeholders on
Environmental, Social, and Governance (ESG) issues, while a
new Group De-carbonization team was established, reporting
directly to the Chief Sustainability Officer. To increase the level
of assurance, ensure manage compliance and prevent fraud, and
corruption issues, the Group Compliance and Anti-Fraud function
was established as part of the Group Internal Audit, Risk and
Compliance Department, reporting to the Group Audit and Risk
Committee.
Board of Directors: sets overall sustainability strategy and makes policy decisions. The Chief Sustainability Officer
is a member of the Board.
Executive Committee (ExCom)
Executive Director Sustainability
Chief Sustainability Officer
Executive Sustainability
Committee (ExCom
Sustainability)
Group Environmental,
Social & Governance (ESG)
Performance Dpt.
Sustainability Working
Group (SWG)
ESG Performance
Network
ExCom Sustainability Committee
Chair: Chairman of the Group Executive Committee
Convener: Chief Sustainability Officer
The purpose of this Committee is to strengthen and support the
management’s long-term approach in addressing environmental,
social, and governance issues and to monitor the implementation of
the sustainability strategy set by the Board. In particular, its role is to
• oversee and monitor the implementation of the Company’s
sustainability strategy,
• monitor performance vs. the targets set and
decide on corrective actions, review and revise the areas of focus,
set appropriate targets, and review the corporate materiality
assessment.
Sustainability Working Group
Chair: Chief Sustainability Officer
Convener: Group ESG Performance Director
The Sustainability Working Group (SWG) consists of one Senior
advisor to the Board, three ExCom Members, two Regional
Directors and the Investor Relations Director. The SWG is
responsible for supporting the co-ordination of the Group
Sustainability Agenda and the relevant decision-making at both
Group and regional level. The main tasks of the SWG are to
• develop and present specific proposals related to the Group
Sustainability Agenda,
• facilitate internal communication,
• coordinate TITAN’s engagement efforts with international and
industry rganizations, networks, and initiatives, and
• provide guidance to TITAN’s business units.
Group ESG performance department
The role of the Group ESG Performance department is to
consolidate, coordinate, and monitor the sustainability actions
undertaken across the Group, ensuring that we collectively deliver
the best possible results against well-defined ESG criteria.
TITAN's sustainability governance structure
Understanding
TITAN
Performance
highlights
33
SR1 Climate Change &
GHGE
SR2 Industry Cyclicality
SR3 Local Market
Conditions and
Prospects
SR4 Geopolitical Risk
SR5 Global Systemic
Disruption
SR6 Acquisitions/
Investments/
Divestments
SR7 Key (top level)
Management
OR1 Energy Costs
OR2 Cybersecurity
OR3 Extreme Natural
Events
OR4 Supply Chain
Disruption
OR5 Product Quality/
Product Failure
OR6 Litigation
ESG1 Health & Safety
ESG2 License to Operate/
Access to Key
Materials
ESG3 Risk Related to the
Environment
ESG4 Human Resources,
Diversity & Inclusion
ESG5 Corruption/Fraud
ESG6 Regulatory and
Compliance Risk
ESG7 Governance,
Transparency &
Ethics
FR1 Foreign Currency
Risk
FR2 Goodwill Impairment
Risk
FR3 Taxation Risk
FR4 Customer Credit Risk
FR5 Liquidity Risk
FR6 Interest Rate Risk
FR7 Counterparty Risk
Risk management
Risk identification and assessment are an integral part of our
management processes, helping to safeguard the long-term
sustainability of our business. Risks are addressed on a day-to-
day basis by the Group’s management at various levels in the
organization according to the nature of each risk. The Board has
the overall responsibility for determining the nature and extent
of the principal risks that the Company is willing to assume
in achieving the strategic objectives of the Group, while the
responsibility for monitoring the effectiveness of the Group’s risk
management and internal control systems is delegated by the
Board to the Audit and Risk Committee. TITAN’s risk management
framework is presented below.
Risk Management
Centrally-led Hybrid BU-led
Risks
covered
Strategic, e.g.:
Climate change mitigation and
adaptation
Industry cyclicality
Market conditions
Political and economic uncertainty
Global systemic disruption including
COVID-19 pandemic risk
Financial - in particular:
Treasury
Liquidity
Environmental, Social and Governance (ESG):
Health and safety
Risks related to the environment
Human Resources, Diversity & Inclusion
Regulatory compliance risk
Operational risks:
Production cost
Risks arising from business interruption,
including as a result of natural disasters
Cybersecurity risks
Supply Chain Disruptio
Most operational/
ESG risks
Risk
Management
approach
Executive Committee
Capex Committee
Group Finance
Other Group functions
Group HR processes
Business Units (BU)
Higher central oversight vs. BU-led risks
BU management as
part of day-to-day
operations
Embedded into
business processes
TITAN is active in a diverse geographical, business, and operational landscape. This results in a multitude of potential risk exposures,
including strategic, financial, sustainability (ESG) and operational risks. Risks are categorized using established risk taxonomies relevant
to the Group’s business and are assessed in terms of probability, impact, and preparedness, in line with industry best practices.
Internal Audit, Risk and Compliance Unit and Audit and Risk Committee
The list of the Group’s main risks and the respective probability vs. impact heat map is presented below:
0
1
2
3
4
5
SR1
SR5
SR7
FR6
FR5
SR2
Probability
Impact
Strategic Financial
ESG Operational
FR7
ESG7
ESG5
ESG6
OR6
OR4
OR5
SR6
ESG4
FR4
ESG3
OR3
ESG2
OR1
FR3
OR2
ESG1
FR2
SR4
SR3
FR1
0 1 2 3 4 5
0 1 2 3 4 5
SR1
SR5
SR3
SR7
SR6
FR4
ESG3
ESG5
ESG7
ESG6
ESG1
ESG4
FR2
FR1
FR3
FR6
FR5
SR4
SR2
OR1
OR2
OR4
OR6
OR3
OR5
ESG2
TITAN Cement Group
Integrated Annual Report 2020
34
Regional performance
USA
2
Integrated
cement
plants
8
Quarries
3
Import
terminals
82
Ready-
mix
plants
7
Concrete
block
plants
5*
Fly ash
processing
plants
Operational Units
Principal Products/Activities
Cement
Ready-mix
concrete
Aggregates
2020 Performance highlights
Despite the disruptions caused by
the pandemic, Titan America was able
to deliver consistent results for 2020.
In a year of economic volatility, construction
activity escaped the full brunt of the
downturn in the US.
Revenue
937.7m
(2019: €952.0m)
EBITDA
176.1m
(2019:€179.3m)
Total assets
1,095.8m
(2019: €1,106.2m)
Roanoke cement plant, USA
Building
blocks
Fly ash
Market overview
COVID-19 caused 2020 to be the first year of contraction
after a decade of economic expansion. Real GDP dropped
31% in Q2 as economic shutdowns hit the US. After a strong
rebound in the second half of the year, 2020 full year real GDP
decreased 3.5%. Decreases in personal consumption and non-
residential investment were the biggest drivers of the real GDP
contraction, but were partially offset by increases in federal
government spending and residential fixed investment. Inflation
remained below target despite liberal monetary policy. The US
unemployment rate was at 6.7% in December 2020, marking a
recovery from the peak April unemployment rate of 14.8%.
Construction spending in the USA increased by 4.7% to $1.43
trillion. US residential construction spending increased by 11.6% in
2020, driven by a strong single-family housing market which was
boosted by low interest rates and migration trends from densely
populated areas to the suburbs. US public construction grew by
4.8%, but private non-residential construction spending decreased
by 3.0%. 2020 US cement consumption increased by 1.9% to
105 million metric tons.
Regional performance
TITAN’s US Operations had a strong year. Our markets
demonstrated resilience as the construction industry managed
to respond effectively with mitigation protocols that largely
enabled construction to continue as an essential activity. Cement,
aggregates and ready-mix sales were sustained at high levels. Block
sales volumes grew, benefitting from the growth of the housing
market while fly ash suffered from supply constraints. Overall,
in US$ terms 2020 revenue increased from 2019, reaching $1.07
billion. In euro terms, revenue declined by 1.5% to €937.7 million.
Active quarry sites with
biodiversity
management plans:
3
(2019: 3)
Integrated cement plants with
certified Energy Management
Systems (ISO 50001 or equivalent):
100%
(2019: 37%)
LTIFR (employees):
0.39
(2019:1.30)
Employees:
2,307
(2019:2,307)
*1 facility in Canada is included
Performance
highlights
Understanding
TITAN
35
Titan America is taking a holistic
approach to applying environmental
and energy improvements at every
stage of its operations. In collaboration
with universities and local utilities, as
well as with the involvement of key
stakeholders, it is addressing the needs
of energy conservation and climate
change throughout the manufacturing
and distribution of its products.
In partnership with the Georgia Institute
of Technology, TITAN has created
a world-class energy management
system and now boasts the only two
ISO 50001-certified cement plants in
the USA. Utilizing artificial intelligence
models to maximize efficiencies, the
plants have increased the use of lower-
emission fuels such as natural gas and
alternative fuels. The Pennsuco plant
now produces its own kiln fuel at a new
Processed Engineered Fuel (PEF) facility,
which will offset the plant’s existing
fossil fuel usage by up to 30% while
diverting municipal waste from landfill.
Titan America has also set annual
targets to reduce the environmental
impact of manufacturing by reducing
the clinker required for cement
production.
Changes in the US energy market have
resulted in a significant reduction
in the production of fly ash while
decades of coal use in the electricity
industry have produced large landfills
of fly ash. Addressing this shortage
of freshly available alternative raw
materials, Separation Technologwies,
a TITAN company, operates a pilot
reclamation plant where landfilled fly
ash is excavated and processed into a
consistent, high-quality alternative raw
material for the concrete industry
ProAsh®. As it lessens the quantity of
cement in concrete, the use of ProAsh®
reduces the CO₂ generated in cement
manufacturing.
A holistic approach to climate change mitigation and energy efficiency
EBITDA reached €176.1 million, a decline of 1.8% compared to
2019. TITAN America’s performance was buoyed by the successful
implementation of cost saving initiatives, improved energy costs
and cash flow preservation initiatives.
Florida
Florida benefitted from increased housing demand, with TITAN
markets outside of South Florida demonstrating notable growth.
However, this was offset by a downturn in non-residential
construction, which was harmed by struggling tourism and service
industries. Overall, 2020 cement consumption in Florida grew 1.0%
to 8.1 million metric tons.
Virginia, and the Carolinas
Cement consumption in Virginia increased by 4.8% to 2.1 million
metric tons, while North Carolina’s consumption increased 2.9%
to 3.0 million metric tons. Solid first and fourth quarters drove
strong results for the region, boosted by favorable weather, strong
residential demand, and cement intensive public works projects.
Business performance improved, driven by increased volumes and
improved production costs.
New York/Metro
Cement consumption in the New York Metropolitan area declined
4.2% to 1.8 million metric tons as New York was the first coronavirus
epicenter and had the worst economic impact. Essex cement
responded well and remained a strong player in the market.
ESG Performance
Protecting the health and wellbeing of our people and local
communities from COVID-19 was a top priority throughout 2020.
Relevant initiatives ranged from providing emergency sick and
quarantine pay to issuing new safe-working protocols, setting up
telehealth services, and offering an employee assistance program
(EAP), a consulting support service for employees and their
families. Lost time and recordable incidents reached historical
lows. Despite the pandemic, we were able to continue to hire,
onboard, and train employees at rates similar to previous years,
in preparation for our next phase of growth. Titan America has
continued to improve its operational sustainability and carbon
footprint, switching partially to natural gas, systematically
monitoring energy consumption, and marketing cement with a
high limestone content. In 2020, the Pennsuco Cement Complex
became the first cement plant in the world to be Total Resource
Use and Efficiency (TRUE) Platinum certified for zero waste. In
addition, Roanoke was awarded the 2020 Outreach Award by the
Portland Cement Association in recognition of its community
engagement efforts.
SDGs related to regional material issues:
TITAN Cement Group
Integrated Annual Report 2020
36
Regional performance
Greece and Western Europe
3
Integrated
cement
plants
2
Processed engineered fuel facilities
1
Cement
grinding
plant
3
Import
terminals
28
Ready-
mix
plants
25
Quarries
1
Dry mortar
plant
Operational Units
Principal Products/Activities
Cement
Ready-mix
concrete
Aggregates
2020 Performance highlights
Revenue
246.6m
(2019: €244.9m)
EBITDA
17.2m
(2019: €11.9m)
Total assets
€563.3m
(2019: €534.6m)
Dry
mortars
COVID-resilience and significant demand
growth resulted in improved performance.
Thessaloniki cement plant, Greece
Market overview
Demand posted significant growth in 2020, mainly driven by
buoyant activity levels across numerous public and municipal
infrastructure projects. Large-scale infrastructure projects on
the other hand, have yet to commence, but have completed the
tender award and contract signing phases. Growth continued
in residential construction, as well as wider real estate and
logistics projects following last year’s positive trends. The trend in
residential is set to continue with a significant increase in building
permits pointing to a continuing future increase in demand for
new buildings. Tourism activity, which started at the same strong
pace as in 2019 with investments in new facilities, experienced
a slowdown when the pandemic hit the sector hard. Cement
exports remained strong, with the USA representing Greece’s
biggest export market.
Regional performance
2020 was a year of improved performance in Greece. This was the
result of a combination of higher domestic cement sales volumes,
increased operational efficiencies from digital optimization
projects, lower fuel prices, and a notable increase in alternative
fuel utilization.
On the export front, the US remained strong, despite the
pandemic effect. Our import terminals in the UK, Italy and France
experienced disruptions in the early stages of the crisis, but
overall performed in line with the trends of their regional markets.
These conditions led to high cement exports for our plants and
high utilization rates. Clinker export sales dropped, due to lower
marginal profitability arising from CO₂ costs. Overall export
volumes recorded a small decline in 2020 and their profitability
was impacted by the unfavorable US$-euro exchange rate.
As such, total revenue for Greece and Western Europe in 2020
increased by 0.7% to €246.6 million while EBITDA increased by
€5.3 million to €17.2 million.
Active quarry sites with
biodiversity management plans:
5
(2019: 5)
Integrated cement plants with
certified Energy Management
Systems (ISO 50001 or equivalent):
100%
(2019: 100%)
LTIFR (employees):
0.49
(2019: 0.00)
Employees:
1,175
(2019: 1,172)
Local spend:
71.94%
(2019: 69.45%)
Performance
highlights
Understanding
TITAN
37
The Phenological Garden at TITAN
Greece’s Efkarpia cement plant is one of
three such gardens in Thessaloniki that
are used to study the role of urban green
assets in the adaptation of cities to
climate change and in the enhancement
of CO₂ capture potential. Operated by
the Aristotle University of Thessaloniki
as part of the European Union’s LIFE
CliVUT program, the 2,500m² garden has
been planted with 100 Mediterranean
trees and bushes using 20 different
species. The garden will be used for
research and educational purposes,
both during the program and after
its completion. For at least 10 years,
researchers will systematically record
data that will contribute to knowledge
about climate change, its effects and
their mitigation. The program also
includes educational activities for school
students and experiential participation
in the recording process.
Overall, the LIFE CliVUT program, which
will run in four EU cities until 2023,
involves the planting of 10,000 new
trees and shrubs in pilot areas and the
replacement of 8,000 existing trees and
shrubs with species with a high climate
performance. The project, which will
help shape the EU’s environmental and
climate policy, aims at a total annual
reduction in greenhouse gas emissions
of 168,000 tons and an increase in CO₂
storage in trees by about 42,000 tons.
Other anticipated benefits include
reducing energy consumption by 2,000
MW/year and air temperature by 4-5°C
in new urban green spaces.
A garden for the future
ESG Performance
In 2020, TITAN Greece achieved a notable improvement in the Lost
Time Injuries Frequency Rate (LTIFR), which dropped below one
for employees and contractors combined. Our Greek operations
received ISO 45001 certification, echoing our commitment to
enhance our safety performance.
We remain focused on reducing our carbon footprint and further
increased the use of alternative fuels at our plants. In addition,
we received a permit for additional streams of alternative fuels for
our plant in Thessaloniki (Efkarpia). Considering local community
needs for transparent and continuous communication, we
launched two separate microsites through which the public can
view our performance on air emissions on a daily basis and receive
information on co-processing.
From the onset of the COVID-19 pandemic, TITAN offered support
to employees, contractors, and local communities. We took action
to contain the spread of the virus, support hospitals and medical
staff, provide digital tools and equipment to own personnel and
school children, and assist customers, contractors, and vulnerable
groups.
SDGs related to regional material issues:
TITAN Cement Group
Integrated Annual Report 2020
38
Regional performance
Southeastern Europe
5
Integrated
cement
plants
20
Quarries
6
Ready-mix
plants
1
Processed
engineered
fuel facility
Operational Units
Waste management
and alternative fuel
Principal Products/Activities
Cement
Ready-mix
concrete
Aggregates
2020 Performance highlights
The construction market, after an abrupt
slow down at the start of the pandemic,
recovered to post a net growth for the
region in 2020, with a particularly strong
last quarter.
Revenue
271.0m
(2019: €262.6m)
EBITDA
€96.2m
(2019: €77.2m)
Total assets
€456.9m
(2019: €483.4m)
Regional performance
Our markets proved resilient. Revenue increased to €271 million,
supported by pricing and domestic volumes, which covered
a reduction of exports from the region. Margins improved
substantially, thanks to a recovery from the previously low
prices and a large reduction of fuel costs, on top of efficiency
improvements and cost containment measures. As a result,
EBITDA grew by 24.6% to €96.2 million.
Our plants remained in operation throughout the pandemic, with
our efforts concentrated in protecting the health of our employees
and supporting the vulnerable in the communities around our
plants, through donations of medical supplies and equipment, as
well as the active engagement of our volunteers.
Albania
The Albanian economy recorded a GDP recession of ~6%. Private
construction continued with robust activity, boosting cement
demand by an estimated 10% compared to 2019, supported also by
activity following the November 2019 earthquake.
Bulgaria
Against the backdrop of a projected 5.1% reduction of Bulgaria’s
GDP, the construction market has shown some resilience with an
approximately 2-3% decline in cement demand. TITAN experienced
a slightly bigger decrease, due to the continuing increase of
imports to the country.
Usje cement plant, N. Macedonia
Employees from local
community:
64.13%
(2019: 65.43%)
Employees:
1,132
(2019: 1,157)
LTIFR (employees):
1.48
(2019: 2.80)
Local spend:
72.16%
(2019: 69.65%)
Performance
highlights
Understanding
TITAN
39
In Southeastern Europe, all TITAN
subsidiaries have established a track
record of publishing annual reports
focused on sustainability performance
in line with international and sectoral
standards and best practices. In
2020, the business units in Albania,
Bulgaria, North Macedonia, Kosovo,
and Serbia continued to facilitate
transparent and open communication
with local stakeholders. The annual
reports for 2019 were accompanied by
independent assurance in line with
TITAN’s reporting standards. Under
the assurance verification and for the
first time, the reports also succeeded
in meeting the UN Global Compact
Criteria on Advanced Level for their
Communication on Progress (COP)
according to the Ten Principles.
Enhancing our reporting standards
for the annual reports required
additional engagement of our local
teams. Finally, the elevated reporting
standards ensured consistency for
reporting on actions to support the
broader UN Goals under the SDGs
Agenda 2030. This effort builds
on TITAN’s strategy to enhance
our distinctive approach to social
engagement in each country where
we operate.
Elevating annual reports to international standards
Kosovo
The construction sector in Kosovo remained strong, with cement
demand stable, in spite of a drop of GDP by about 8%. The main
driver was residential construction. TITAN revenue increased,
thanks to firm pricing, with a small reduction in volumes. Costs
decreased, supported also by energy efficiency improvements
following the implementation of relevant investments.
North Macedonia
The GDP of North Macedonia declined by 5.1%. The NATO accession
and the start of negotiations for EU membership have helped
stability. The construction market showed particular resilience
with a solid performance recorded across market segments.
Serbia
The Serbian economy recorded a modest contraction of -1.5%.
Higher public infrastructure spending, combined with a surge
of private investment in real estate, resulted in the growth of
construction activity in the country and an increase in cement
demand by approximately 10%, for the second consecutive year. In
neighboring Montenegro, the main export market of our subsidiary
Kosjeric, the cement market continued to decline, primarily due to
the completion of a major highway project.
ESG Performance
During the COVID-19 pandemic, we stood by our local communities
in all countries where we operate in the region. In Albania, we
offered support to our neighboring communities that were heavily
affected by the 2019 earthquake and we continued our community
engagement, with programs such as “Hygiene in School,” “Safety
at Home,” “Back to School,” and “Supporting People with Special
Needs.” In Kosovo, we supported a special community project,
conducted in cooperation with Laboratory for the Activation
of Businesses (LAB), Helvetas, and other partners, that led to
the creation of 20 jobs in an area of high unemployment. In
addition, we contributed through the Kosovo CSR Network to the
#unitedforchildren, #backtoschool, and #generationunlimited
programs in collaboration with UNICEF.
With regards to the environment, we further decreased our CO₂
emissions in Bulgaria, expanding our alternative fuels utilization
capacity and securing additional local streams. In our cement plant
in Serbia, we put in operation two new bag filters in our cement
plant, where preparations are underway for the installation of a
latest-generation bag filter for the kiln and raw mill, which will
further improve the environmental footprint of our cement plant.
SDGs related to regional material issues:
TITAN Cement Group
Integrated Annual Report 2020
40
Eastern Mediterranean
Regional performance
3
Integrated
cement
plants
14
Quarries
1
Cement
grinding
plant
7
Ready-
mix
plants
Principal Products/Activities
Cement
Ready-mix
concrete
Aggregates
2020 Performance highlights
Amidst a fragile external economic
environment, conditions in the Eastern
Mediterranean region remained
challenging in 2020 owing to pre-existing
structural market limitations in Egypt,
partially counterbalanced by an improved
performance in Turkey.
Revenue
151.7m
(2019: €150.3m)
EBITDA
€-3.3m
(2019 €-1.2m)
Total assets
484.8m
(2019 €634.2m)
Alexandria cement plant, Egypt
Market overview
In Egypt, the impact of the COVID-19 crisis was less severe than
expected, with GDP recording a 3.6% increase in 2020. With
persistent oversupply, however, and a six-month ban on private
construction permits, cement consumption in the country
declined by an estimated 6.5%, reaching approximately 45.5 million
metric tons.
In Turkey, despite the sharp contraction in economic activity
witnessed in the first half of the year, the economy staged a
turnaround in the second half, resulting in a 0.5% GDP increase for
2020. This performance was also reflected in the cement market
which grew by 18% in 2020, reaching approximately 53 million
metric tons, yet still 25% below the peak levels of 2017.
Regional performance
In 2020, amidst market challenges and economic uncertainty,
the Eastern Mediterranean posted total revenue of €151.7 million
recording an increase of 1%, while at EBITDA level the Group
recorded a €3.3 million loss versus a €1.2m loss in 2019.
Following the acquisition of IFC’s minority stake in TITAN’s
Egyptian subsidiaries in 2019, our Egyptian subsidiary Alexandria
Portland Cement Company voluntarily delisted from the Egyptian
Exchange in 2020.
Performance
highlights
LTIFR (employees):
0.00
(2019: 2.04)
Employees:
745
(2019: 764)
Employees from local community:
88.86%
(2019: 87.96%)
Local spend:
85.95%
(2019: 80.07%)
Operational Units
Waste management
and alternative fuel
2
Processed
engineered
fuel facilities
Understanding
TITAN
41
Since 2014, TITAN Egypt has been working to improve living
conditions in Alexandria’s WEK district, in partnership with
the Sustainability Center for Development, a local NGO. To
date, it has invested EGP 6.3 million (€446,453) to raise the
capabilities of local organizations, improve local conditions,
support employment for women and young people, and
offer culture and entertainment. It has also contributed
to the renovation of a local elementary school and youth
play facilities. More recently, during the COVID-19 crisis,
it supported hygiene and disinfection activities in the
neighborhood and distributed protective equipment and
food to poor families. The partnership will continue for the
foreseeable future, improving the health and living conditions
of people in the neighborhood.
In a separate initiative in association with the Sehetna
Foundation, TITAN Egypt has provided EGP 7 million
Boosting the sustainability of local communities
Egypt
The cement industry in Egypt continued to suffer from oversupply.
Prices remained stagnant at low levels, wiping out profitability
at our Egyptian operations. The company, nevertheless,
continued to provide new and high-quality products, launching
innovative and environmentally friendly products during the
year. Moreover, the company continued its efforts towards
environmental amelioration, through the use of alternative fuels,
at both the Alexandria and the Beni Suef plants. The continuing
weak performance of our Egyptian operations necessitated a
reassessment of their carrying value which resulted to the write-
off of all related goodwill €46.6m and derecognition of €17.3m of
deferred tax assets.
Turkey
Adocim’s operations in Turkey followed the same positive trend
as the cement industry overall. Group sales capitalised on existing
demand from private housing and public infrastructure projects as
well as increased export activity. The depreciation of the Turkish
lira against the euro by 26.7% during the year, was not fully offset
by increases in domestic prices. Adocim benefited by high export
volumes, however, increasing its overall profitability for the year.
While production costs increased mainly due to higher fuel prices
owing to the Turkish lira’s depreciation, our subsidiary’s modern
asset base, competitive production cost and low gearing placed
it at an advantageous competitive position to mitigate these
challenges while satisfying market demand.
ESG Performance
Despite the pandemic, TITAN Turkey made a determined effort
to improve its environmental, health and safety, and community
engagement performance. While responding to COVID-19 was our
priority, online health and safety, personal development, and IT
training programs were offered to all employees. Furthermore,
Adocim focused on the wellbeing of its personnel by offering online
seminars and an employee assistance program (EAP). Continuous
audits contributed to the proactive prevention of hazards. The
effort to increase the use of alternative fuels to reduce our carbon
footprint continued. Moreover, we took significant steps to
optimize water consumption and recycle wastewater. In waste
management, our efforts to ensure separate collection were
acknowledged through the Zero Waste Certification.
In parallel, TITAN Egypt managed to maintain its performance
in regards to CO₂ emissions, water consumption, and waste
management, keeping its environmental footprint at a satisfactory
level. Through our partnerships with specialized NGOs and local
universities, we implemented projects to improve the living
and health conditions of local communities. TITAN experts
also participated in a digital development program to equip
undergraduate students with hard and soft skills.
SDGs related to regional material issues:
(€360,613) to a public hospital in Beni Suef for the purchase of
furniture and incubators and equipment for gynecology rooms,
pathology laboratories and intensive care units. The project
has proved invaluable during the pandemic.
TITAN Cement Group
Integrated Annual Report 2020
42
Regional performance
Joint venture in BrazilJoint venture in Brazil
Growth in demand for a second consecutive
year.
1
Integrated
cement
plant
3
Quarries
4
Ready-mix
plants
Operational Units
Principal
Products/Activities
1
Cement
grinding
plant
STET
ST Equipment & Technology LLC (STET), a wholly-owned
subsidiary of Titan America, is a designer, manufacturer and
marketer of proprietary separation equipment for dry powders. Its
patented technology is suited for the processing of dry powders
and recycling of waste streams in an innovative, environmentally
sustainable, and cost-effective manner, contributing to the circular
economy, both locally and globally.
Applications of the technology include the recycling of coal
combustion fly ash, water-free processing of industrial minerals,
and upgrading of plant-derived proteins for animal feed and human
food applications. In 2020, a new fly ash separator was delivered
for installation and commissioning at a US power station in 2021.
As coal fired power generation declines in the USA, STET has
focused on deploying its processing technology to recover fly ash
stored in landfills and impoundments. In 2020, STET successfully
commissioned its first reclaimed fly ash drying plant at the
Brunner Island Steam Electric Station in Pennsylvania, USA.
STET invests heavily in R&D to further develop its technology. In
2020, the company performed successful separation testing and
continued applications development on a variety of plant-based
food and animal feed ingredients including sunflower meal and
dried distillers’ grains, among other ingredients. In addition, STET
filed patents on electrostatic separation of distillers’ grain and fine
iron ores, iron ore tailings and bauxite ores.
GAEA
Green Alternative Energy Assets (GAEA) is a company that provides
services in waste utilization and alternative fuels production.
Established in 2011 in Bulgaria, GAEA has been recognized as
a reliable solutions provider in the Bulgarian waste market,
providing solutions to a wide range of manufacturing and recycling
industries in the country and actively contributing to the circular
economy. In 2020, GAEA continued its positive trajectory, enabling
the Zlatna Panega Cement plant to achieve an all-time record
thermal substitution rate.
GAEA has also expanded its operations in Egypt since 2016,
providing solutions for municipal solid waste to the municipalities
of Alexandria and Beni Suef and producing refuse-derived fuel for
the Group’s cement plants, thus reducing its carbon footprint.
Other business activities
Contributing to circular economy
Performance
highlights
Overview
Brazil was severely hit by COVID-19 and the restrictive measures
negatively impacted economic recovery. Nevertheless, the easing
of lockdown measures and the government’s stimulus packages,
allowed for a rapid rebound in cement consumption in the second
half of the year. Cement demand, mainly driven by the residential
and commercial sector, grew by 10.7% reaching 60.5 million tons.
This was the second consecutive year of growth.
Regional performance
Cement consumption in the north and northeast, the natural
market of Apodi, grew at a faster pace than the rest of Brazil. Apodi
increased its sales volumes at a rate higher than the national
average by continuing to penetrate the bulk segment, through a
focus on the pre-cast industry, the expansion of Fortaleza’s airport
and metro, restoration and expansion of roads, highways, dams
and water canals.
Driven by the increased demand, selling prices saw a significant
increase, enhancing the company’s profitability. Net profit
attributable to the TITAN Group reached €2.6 million compared to
the €1.0 million loss in 2019, despite a 33.6% y-o-y devaluation of
the Brazilian Real.
ESG performance
Our joint venture in Brazil continued to implement its long-term
community engagement plan, which focuses on quality education
and employment skills for local youth, entrepreneurship and women
empowerment, environmental awareness, social inclusion, and the
promotion of the UN SDGs in the business sector in collaboration
with Rede Brasil UN Global Compact. Furthermore, in 2020, Cimento
Apodi published its first Sustainability Report. More than 80 people
in the local community benefited from the Construir Saber Project of
the Social Service of Industry (SESI) and the community association
of Bom Sucesso. Cimento Apodi also contributed to the fight
against the pandemic through the provision of masks to vulnerable
residents and support to health agents.
Cement
Ready-mix
concrete
Understanding
TITAN
43
Outlook 2021
In the US, the effects of the pandemic are expected to ease in 2021
as vaccine distribution accelerates. Benefiting from a combination
of pent-up demand and an additional round of anticipated federal
fiscal stimulus, the US economy is poised to rebound sharply and
reach pre-pandemic levels. Titan America’s solid backlogs point to
continuing healthy activity levels and profitability.
In Greece, similar trends to those witnessed thus far should
continue in 2021. Housing-related construction together with
many peripheral infrastructure works such as highways, ports
in the wider periphery and projects in the Attica capital region,
supported by the existing financing mechanisms, should fuel
demand.
In Southeastern Europe, the region is expected to continue
performing solidly. Our cluster of operations, brings the benefits
of network effects to the Group, and across most of the regional
markets, the fundamentals of demand are in place to maintain
performance at high levels.
In Egypt, we anticipate an increase of cement consumption in a
market which faces structural issues and government’s actions
have so far exacerbated rather than contributed to a solution
of the problem. The country harbors very promising underlying
fundamentals for cement growth with a consistently positive GDP
growth, one of the highest birth rates in the region and a strong
trend of urbanization.
In Turkey, construction is anticipated to sustain its positive trend,
amidst an uncertain economic outlook. Due to the prevailing
economic situation, personal investments continue flowing
into real estate while infrastructure spending such as new
transportation projects, will support further growth in cement
consumption.
In Brazil, the National Union of Cement Industry expects that in
2021 cement demand will remain at the high level achieved in
2020.
TITAN Cement Group, underscoring its enduring commitment to
sustainability and value creation for all, released its Environmental,
Social and Governance (ESG) targets for 2025 and beyond. The
targets include an updated, more ambitious, CO₂ reduction goal for
2030 at -35% compared to 1990 levels, aligned with the vision of
the European Green Deal to achieve climate neutrality by 2050.
TITAN has set 20 targets that focus on four pillars, which are
defined as material by its stakeholders, all underpinned by good
governance, transparency and business ethics:
De-carbonization and digitalization, aiming to transform our
business, focusing on resilience, innovation and on building
solutions to serve our customers more efficiently as we move
towards a carbon-neutral, digital world
Growth-enabling work environment, aiming to cultivate an
inclusive culture with equal opportunities for all our people to
grow professionally within a safe and healthy work environment
Positive local impact, aiming to enable our business operations
and our people worldwide to contribute to the prosperity of our
local communities with respect to their social and environmental
concerns
Responsible sourcing, aiming to empower our business
ecosystems to incorporate sustainability considerations in their
business decisions and daily behaviors, while using natural
resources responsibly
Market fundamentals remain promising, and the key drivers of demand are in place to support
operational growth in 2021. At the same time, intermittent waves of COVID-19 across many
countries are triggering corresponding government measures which impact economic activity.
Roanoke cement plant, USA
TITAN Cement Group
Integrated Annual Report 2020
Corporate
Governance
and Risk
Management
Our approach to corporate governance
and risk management.
Management Report
44
Acropolis Museum, Athens, Greece
45
46
1. Corporate Governance Code
1.1 Application of the Belgian Corporate Governance Code
2020
Titan Cement International S.A. (the Company) is a public limited
liability company incorporated under Belgian law. Its shares are
listed on the regulated markets of Euronext Brussels, Euronext
Paris and the Athens Exchange.
The Company is committed to the highest governance principles,
seeking consistent enhancement of its corporate governance
performance and promoting transparency, sustainability and long-
term value creation.
Τhe Company applies the principles of the Belgian Corporate
Governance Code 2020 (the 2020 CG Code or the Code),
which is publicly available on the website https://www.
corporategovernancecommittee.be/en/over-de-code-2020/2020-
belgian-code-corporate-governance.
The Code is structured under ten principles, which are further
detailed in several provisions–recommendations. The “comply or
explain” principle states that all listed companies are expected to
comply with all the provisions of the Code, unless they provide an
adequate explanation for deviating from a provision.
The Corporate Governance Charter (the CG Charter), which is
available on the Company’s website https://www.titan-cement.
com/wp-content/uploads/2021/01/TCI-CG-Charter.pdf describes
the main aspects of the Company’s governance structure, as
well as the terms of reference of the Board of Directors and its
Committees and the Dealing Code of the Company.
1.2 Deviations from the Code
The Company complies with the provisions of the Code except
with regard to the following deviations:
a. The non-executive members of the Board are not partly
remunerated in the form of shares in the Company. Therefore,
the Company deviates from Provision 7.6 of the Code. This
deviation is explained by the fact that the interests of the non-
executive directors are currently considered to be sufficiently
oriented to the creation of long-term value for the Company
and, hence, that their partial payment in the form of shares is
not deemed necessary. It should be noted that this is a new
provision of the Code which had not been taken into account
when the remuneration of the non-executive directors had been
decided. However, the Company intends to consider after the
completion of the current term in office of the non-executive
Board members, the alignment of the Company with article 7.6 of
the Code.
b. No provisions regarding the recovery of variable remuneration
paid to executives or withholding the payment of variable
remuneration of executives, including specific circumstances
in which it would be appropriate to do so, are included in the
contracts with the Managing Director and other executives.
Therefore, the Company deviates from Provision 7.12 of the
Code. This deviation is explained by the fact that variable
remuneration is paid in case the criteria set for such payment
in advance, have been met. In case of early termination, the
Company applies the Remuneration Policy which was approved
by the AGM on 14 May 2020.
c. As at 31 December 2020, no minimum threshold of shares
held by the executives had been set. Therefore, the Company
deviates from Provision 7.9 of the Code. This deviation is
explained by the fact that the interests of the executive
directors are currently considered to be sufficiently oriented to
the creation of long-term value for the Company. Hence, setting
a minimum threshold of shares to be held by executives is not
deemed necessary. At the same time, in case executives exercise
stock options, they are obliged to retain a minimum threshold of
exercised shares.
1.3 Governance structure
The Company has chosen the one-tier governance structure,
which consists of the Board of Directors, which is authorized
to carry out all actions that are necessary or useful to achieve
the Company’s purpose, except for those for which the General
Meeting of Shareholders is authorized to carry out by law.
At least once every five years, the Board shall review whether the
chosen one-tier structure is still appropriate, and if not, it should
propose a new governance structure to the General Meeting of
Shareholders.
2. Capital, Shares and Shareholders
2.1 Capital
On 31 December 2020 the share capital of the Company
amounted to €1,159,347,807.86 and was represented by
82,447,868 shares, without nominal value, with voting rights,
each representing an equal share of the capital.
2.2 Shareholder structure
The chart in the next page represents the shareholder
structure of the Company as of 31 December 2020, based on
the transparency declarations made by its shareholders, the
announcements of the Company for exercised stock options and
changes in shares that did not require a transparency declaration
due to the fact that the 5% threshold was not exceeded either
upwards or downwards.
Based on the above:
• E.D.Y.V.E.M. Public Company Ltd, Andreas Canellopoulos,
Leonidas Canellopoulos, Nellos-Panagiotis Canellopoulos, Pavlos
Canellopoulos, Takis-Panagiotis Canellopoulos, Trust Neptune,
Alexandra Papalexopoulou, Dimitri Papalexopoulos and Eleni
Papalexopoulou, act in concert and hold 29,416,847 shares
corresponding to 35.68% of the Company’s voting rights;
• The Paul and Alexandra Canellopoulos foundation holds
7,882,883 shares corresponding to 9.56% of the Company’s voting
rights;
• FMR LLC, Fidelity Institutional Asset Management Trust
Company, FIAM LLC and Fidelity Management & Research
Company LLC hold 5,525,706 shares corresponding to 6.70% of
the Company’s voting rights; and
Corporate Governance Statement
Corporate Governance
and Risk Management
Management
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47
• ΤΙΤΑΝ Cement Company S.A. holds 5,191,277 shares
corresponding to 6.30% of the Company’s voting rights.
The legal threshold applied by the Company requires a
transparency declaration by shareholders at 5% and each
subsequent multiple of 5%.
E.D.Y.V.E.M. Public Company Ltd
and TCI founders acting in concert
TITAN Cement Company S.A
Other
Paul and Alexandra
Canellopoulos Foundation
35.68%
9.56%
41.76%
6.70%
6.30%
FMR LLC, FMR CO Inc, Fidelity
Institutional Asset Management
Trust Company, FIAM LLC
The Company’s Shareholder Structure and the relevant
transparency declarations are available on the Company’s website:
https://ir.titan-cement.com/en/shareholder-center/shareholder-
structure.
2.3 Interactions with institutional and individual investors
The Company regularly interacts with institutional investors.
Roadshows are organized with executive Board members and
investor relations representatives. The Company’s representatives
attend investor conferences and pursue dialogue with the
investment community on TITAN’s strategy and business
performance.
In 2020, due to the pandemic, TITAN participated remotely in many
events, including roadshows and conferences, in several countries
across the world.
At the same time, all shareholders have access to clear,
comprehensive and transparent information through direct contact
with the investor relation team.
The Shareholder Services Department responds to all queries and
requests for information and shareholder assistance.
3. Board of Directors
3.1 Resumes of Directors
Efstratios-Georgios (Takis) Arapoglou
Chairman – Non-executive Director – Chairman of the Nomination
Committee
Takis Arapoglou is a consultant with an earlier career in
International Capital Markets and Corporate & Investment
banking and later in managing, restructuring and advising publicly
listed Financial Institutions and Corporates, primarily in SE Europe
and the Middle East.
His most recent executive assignments include: Managing
Director and Global Head of the Banks and Securities Industry
for Citigroup; Chairman and CEO of the National Bank of Greece;
Chairman of the Hellenic Banks Association; CEO of Commercial
Banking at EFG Hermes Holding SAE.
He currently holds the following non-executive Board positions:
Chairman of Bank of Cyprus Group, Chairman of Tsakos Energy
Navigation (TEN) Ltd, Independent Board member of EFG Hermes
Holding SAE and Board member of Bank Alfalah Ltd, representing
the International Finance Corporation (IFC).
He has degrees in Mathematics, Engineering and Management
from Greek and British universities.
Kyriacos Riris
Vice Chairman – Independent Director – Chairman of the Audit and
Risk Committee
Kyriakos Riris completed his high-school education in Cyprus,
before continuing his higher education and professional
qualifications at Birmingham Polytechnic.
He completed his professional exams with the Association
of Certified Chartered Accountants (ACCA) in the UK in 1975,
becoming a Fellow of the Association of Certified Accountants
in 1985. Since 1976 he has worked mostly in Greece. He was
a member of the Executive Committee of PwC Greece and
became a Partner in 1984. His responsibilities have included that
of Managing Partner of the Audit and the Advisory/Consulting
Departments respectively, and later Deputy Territory Senior
Partner. In 2009, he was elected as Chairman of the Board of PwC
Greece, retiring from that position in 2014.
With a career spanning some 40 years, he has accumulated
vast experience with both domestic and multinational entities
in a variety of sectors and industries, including manufacturing,
shipping, commerce, food and beverages, construction,
pharmaceuticals, financial services and information systems.
Dimitri Papalexopoulos
Chairman of the Group Executive Committee
Dimitri Papalexopoulos started his career as a business consultant
for McKinsey & Company Inc. in New York and Munich.
He joined TITAN in 1989 and in 1996 he assumed the position of
Chief Executive Officer.
Mr. Papalexopoulos is Vice-Chair of the European Round Table for
Industry (ERT) and chairs the ERT’s Energy Transition & Climate
Change Committee.
In June 2020, he was elected Chairman of the Board of the Hellenic
Federation of Enterprises (SEV). He is a member of the Board of
the “Foundation for Economic and Industrial Research” (ΙΟΒΕ), the
“Hellenic Foundation for European and Foreign Policy” (ELIAMEP)
and of “Endeavor Greece”.
He holds an MSc in Electrical Engineering from the Swiss Federal
Institute of Technology (ETHZ) and an MBA from Harvard Business
School.
TITAN Cement Group
Integrated Annual Report 2020
48
Michael Colakides
Managing Director – Group CFO
Michael Colakides started his career in banking at Citibank Greece,
where over time he held the positions of Head of FIG, Head of
Corporate Finance and Local Corporate Banking (1979–1993). In
1993 he was appointed Executive Vice Chairman at the National
Bank of Greece, Vice Chairman of ETEBA Bank S.A. and member of
the BoD of other NBG affiliates.
In 1994 he joined TITAN Cement Company S.A., where he held the
position of Group CFO and executive Board member until 2000. He
was also responsible for several cement company acquisitions in
SE Europe and the USA.
From 2000 to 2007, he served as Vice Chairman and Managing
Director at Piraeus Bank S.A., overseeing the domestic wholesale
and retail banking business as well as the Group’s international
network and activities. In 2007 he moved to EFG Eurobank
Ergasias S.A., assuming the position of Deputy CEO–Group Risk
Executive (2007–2013) overseeing the risk management functions
of the Group.
In January 2014, he rejoined the TITAN Cement Group and assumed
the position of Group CFO of TITAN and also became an executive
member of the Board of Directors.
He holds a BSc in Economics from the London School of Economics
and an MBA from the London Business School.
William Antholis
Independent Director – Member of the Remuneration Committee
William Antholis is director and CEO of the Miller Center, a non-
partisan affiliate of the University of Virginia that specializes in
presidential scholarship, public policy and political history.
From 2004 to 2014, he was Managing Director of the Brookings
Institution. He has also served in government, including at the
White House National Security Council and National Economic
Council, and at the US State Department’s policy planning staff
and bureau of economic affairs.
He has published two books, as well as dozens of articles, book
chapters, and opinion pieces on US politics, US foreign policy,
international organizations, the G8, climate change and trade.
He earned his PhD from Yale University in politics (1993) and his BA
from the University of Virginia in government and foreign affairs
(1986).
Andreas Artemis
Independent Director – Member of the Nomination Committee
Andreas Artemis is an executive member of the Board of Directors
of Commercial General Insurance Group since 1985 and Chairman
since 2002.
He is also member of the Board of Directors of the Cyprus
Employers and Industrialists Federation as well as of the Council of
the Cyprus Red Cross Society.
He has served as member of the Board of Directors of the Bank
of Cyprus Group (2000–2005), Vice Chairman (2005–2012) and
Chairman (2012–2013). He has also served on the Board of Directors
of the Cyprus Telecommunications Authority (1988–1994) and as
Honorary Consul General of South Africa in Cyprus (1996–2012).
He studied Civil Engineering at the Queen Mary and Imperial
colleges of the University of London and holds a BSc (Engineering)
and a MSc degree.
Harry David
Independent Director – Member of the Audit and Risk Committee
Harry David earned his BS from Providence College and began his
career as a certified investment advisor with Credit Suisse in New
York.
He then served in several executive positions within Leventis
Group Companies in Nigeria, Greece and Ireland.
Today he serves as the Chairman of Frigoglass S.A. and is on
the Boards of A.G. Leventis (Nigeria) PLC, the Nigerian Bottling
Company Ltd, Beta Glass (Nigeria) PLC, Frigoglass Industries
(Nigeria) Ltd, Ideal Group, Pikwik (Nigeria) Ltd (a joint venture with
Pick n Pay, South Africa) and ELVIDA Foods S.A.
He is a member of the TATE Modern’s Africa Acquisitions
Committee.
Has served on the Boards of Alpha Finance, Greece’s Public Power
Corporation and Emporiki Bank (Credit Agricole).
Leonidas Canellopoulos
Executive Director
Leonidas Canellopoulos is the Chief Sustainability Officer of TITAN
Group. He is also responsible for Group Corporate Affairs.
Since 2012, he has covered various roles within the Group’s Finance
and Strategic Planning functions and has served as Cement
Operations Director of the Group’s Greek Region.
Prior to that, he worked for Separation Technologies LLC.
He is a member of the BoD of Junior Achievement Greece.
He holds a BA in Economics with Honors from Harvard University
and an MBA from INSEAD, where he received the Henry Ford II Prize.
Alexandra Papalexopoulou
Executive Director
Alexandra Papalexopoulou is the Deputy Chair of the Group
Executive Committee, with direct oversight of Group Strategy and
Business Development, Trading, Legal and the Group’s operations
in the Eastern Mediterranean.
Her career began as an analyst for the Organization for Economic
Co-operation and Development (OECD) and later as an associate
at the consulting firm Booz, Allen & Hamilton in Paris in the 1990s.
Joining TITAN Group in 1992, she started out in trading,
subsequently moved to business development and then headed
Strategic Planning.
She is a Non-Executive Director of Coca-Cola HBC, a FTSE 100
company, a member of the Board and Treasurer of the Paul &
Alexandra Canellopoulos Foundation, and serves on the Board of
Trustees of INSEAD Business School.
She holds a BA in Economics from Swarthmore College, USA, and
an MBA from INSEAD, France.
Corporate Governance
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Stelios Triantafyllides
Independent Director – Member of the Remuneration Committee
Stelios Triantafyllides has been working with and been a partner
of the Antis Triantafyllides & Sons LLC law firm since 1983. His
practice focuses on international business transactions, banking
and finance, capital markets, M&A and joint ventures, general
corporate and commercial, corporate restructuring, tax, financial
services and securities regulation. He is the legal adviser to the
Cyprus Securities and Exchange Commission. He regularly advises
major international companies on corporate and banking matters.
He is member of the Cyprus Bar Association (admitted 1984) and is
Chairman of the Committee for Private Companies and a member
of the Committee on the Cyprus Stock Exchange. From 2006 to
2012, he was a member of the Board of Directors of the Cyprus
Investment Promotion Agency (CIPA).
He studied at Worcester College, Oxford University (MA
(Jurisprudence) and the University of California, Berkeley (LLM).
Dimitris Tsitsiragos
Independent Director – Member of the Audit and Risk Committee
Dimitris Tsitsiragos has over 30 years of extensive international
experience in emerging markets finance across industries, sectors
and products.
He started his career in 1985 in New York as a corporate bond
evaluator at Interactive Data Services, Inc (former subsidiary of
Chase Manhattan Corporation). In 1989, he joined the International
Finance Corporation (IFC), a member of the World Bank Group
as an Analyst and retired in 2017 as Vice President, leading IFC’s
global business operations and stakeholder relations with a global
network of governments, financial institutions and private sector
clients. He also chaired IFC’s Corporate Credit Committee. During
his progressive career at the institution, he held the following
positions: Vice President, Europe, Central Asia, Middle East and
North Africa (EMENA) (2011-2014) based in Istanbul; Director of
Middle East, North Africa and Southern Europe (MENA) (2010-2011)
based in Cairo; Director of Global Manufacturing and Services
Department (2004-2010); Director of South Asia (2002-2004) based
in New Delhi; Manager, New Investments, Central & Eastern
Europe (2001-2002); Manager Oil & Gas (2000-2001) and held a
number of investment positions in the same unit (1989-2001).
Currently Mr. Tsitsiragos is a Senior Advisor, Emerging Markets at
the Pacific Investment Management Company (PIMCO). He also sits
on the Board of Alpha Bank (Greece) as an independent director.
He holds an MBA from the George Washington University and a BA
in Economics from the Rutgers University. He has also attended
the World Bank Group Executive Development Program at Harvard
Business School.
Maria Vassalou
Independent Director – Member of the Nomination Committee
Maria Vassalou is the Chief Investment Officer at Vassalou
Capital Management. She has more than 14 years of investment
experience.
Prior to founding Vassalou Capital Management, she was a Partner
and Portfolio Manager at Perella Weinberg Partners, responsible
for the PWP Global Macro Business. She joined Perella Weinberg
Partners from MIO Partners, a subsidiary of McKinsey & Company,
where as a Portfolio Manager she managed a similar global macro
investment strategy in a dedicated legal entity, and as Head of
Asset Allocation she provided counsel on allocation for liquid
assets within MIO’s portfolio.
Prior to joining MIO, she was a Global Macro Portfolio Manager
at SAC Capital Advisors LP. She joined SAC from Soros Fund
Management, where she was responsible for global quantitative
research, as well as the development and management of global
quantitative trading strategies.
She began her career in academia and she was an Associate
Professor of Finance at Columbia Business School, which she
joined in 1995. She is a Past President of the European Finance
Association and was the Chair of the 2008 European Finance
Association meetings. A Research Affiliate of the Centre for
Economic Policy Research (CEPR) in London for many years, she
is a past member of the Academic Advisory Board of the Vienna-
based Gutmann Center of Competence in Portfolio Management.
Since 2016, she has been a member of the Board of Directors of
Tsakos Energy Navigation (NYSE: TNP).
She earned a BA in Economics from the University of Athens and
holds a PhD in Financial Economics from London Business School.
She is the recipient of several professional awards and she was
included in the 50 Leading Women in Hedge Funds in 2015.
Bill Zarkalis
Executive Director
Bill Zarkalis, in addition to his responsibilities as President and CEO
of Titan America LLC and Chairman of Separation Technologies
(STET) since 2014, has assumed the broader leadership role of
Group Chief Operating Officer (COO) and oversight of joint venture
Apodi in Brazil.
He is a business executive with an international career, having
led diverse global teams across all continents while located
mostly in the USA and Switzerland. He dedicated 18 years to Dow
Chemical Co., where he started in commercial posts, growing in
experience through a fast succession of marketing and product
management responsibilities, culminating into global business-
unit leadership roles. Among others, he served as Vice President of
Dow Automotive, M&A Leader for DuPont-Dow Elastomers, Global
Business Director for Specialty Plastics & Elastomers, and Global
Business Director for Synthetic Latex.
He joined TITAN in 2008 as Group Executive Director for Business
Development and Strategic Planning. In 2010 he became the TITAN
Group CFO, where he served until 2014 before moving into his
current role in Titan America.
He holds a BSc in Chemical Engineering from the National
Technical University of Athens and a MA from Pennsylvania State
University.
Mona Zulficar
Independent Director – Chairwoman of the Remuneration
Committee
Mona Zulficar is one of the founding partners of Zulficar &
Partners, a specialized law firm, which has become one of the best
ranked law firms in Egypt since it was established in June 2009.
She was previously senior partner at Shalakany Law Firm, serving
as the Chair of its Executive Committee for many years.
TITAN Cement Group
Integrated Annual Report 2020
50
She is recognized in local and international legal circles as a
precedent setter and one of Egypt’s most prominent corporate,
banking and project finance attorneys. As a M&A and capital
markets transactions specialist, she has led negotiations on
some of Egypt’s and the Middle East’s largest and most complex
successful transactions over the past three decades. She has
also played an instrumental role in modernizing and reforming
economic and banking laws and regulations as a former member
of the Board of the Central Bank of Egypt and as a prominent
member of national drafting committees. She is also a leading
human rights activist, recognized locally and internationally and
has initiated several successful campaigns for new legislation
including women’s rights, freedom of opinion and family courts.
She served as Vice President of the Constitutional Committee of
50 and played a key role in drafting the 2014 Egyptian Constitution,
and is currently member of the National Council for Human
Rights. She has served as Non-Executive Chairperson of EFG
Hermes since 2008. In 2015, she was elected President of the
Egyptian Microfinance Federation and has chaired several NGOs
active in providing social development and microfinance to poor
women. Internationally, she served as an elected member of the
international Advisory Committee of the United Nations Human
Rights Council for two terms, ending in 2011.
She holds a BSc in Economics and Political Science from Cairo
University and an LLM from Mansoura University as well as an
honorary PhD in law from the University of Zurich.
3.2 Role and competencies of the Board of Directors
The CG Charter, which is available on the Company’s website
https://www.titan-cement.com/wp-content/uploads/2021/01/
TCI-CG-Charter.pdf, defines the terms of reference of the Board
of Directors including its role, mission, composition, training and
evaluation.
3.3 Structure of the Board of Directors
As at 31 December 2020, the Board was composed of fourteen (14)
directors:
The majority of directors, namely nine (9) out of fourteen (14),
including the Chairman, are non-executive directors.
Eight (8) out of fourteen (14) directors, namely Kyriakos
Riris, William Antholis, Andreas Artemis, Harry David, Stelios
Triantafyllides, Dimitris Tsitsiragos, Maria Vassalou and Mona
Zulficar met on their appointment the independence criteria of
article 7:87 of the Belgian Companies and Association Code and
also those of Principle 3.5 of the Code.
Five (5) out of the fourteen (14) Board members, namely Dimitri
Papalexopoulos, Michael Colakides, Leonidas Canellopoulos
Alexandra Papalexopoulou and Bill Zarkalis are executive
directors.
Three (3) out of fourteen (14) directors are women. Due to the
fact that the Company’s primary listing on Euronext Brussels
took place in August 2019, the Company is required to comply
with the gender diversity rule of one-third provided in article
7:86 of the Belgian Companies and Associations Code, by 1
January 2026 at the latest. Nevertheless, the company intends to
comply with the above requirement before the end of the above
grace period.
The directors represent four (4) different nationalities (US,
Egyptian, Cypriot and Greek).
The Board meeting attendance at the six scheduled Board
meetings was 100%. There were also two unscheduled Board
meetings, in the first of which the attendance was 100%, while in
the second, where only non-executive directors had been invited
to participate together with the managing director and the Chair
of the Group Executive Committee, the attendance rate was 10
out of 11. The individual attendance of each Board member is
shown in the table included in Section 3.4 (“Functioning of the
Board of Directors”) below.
Currently, the Board consists of the following fourteen (14) directors:
Name Position Term started Term expires
Efstratios-Georgios (Takis) Arapoglou Chairman, Non-Executive Director May 2019 May 2022
Kyriacos Riris Vice Chairman, Independent Non-Executive Director October 2018 May 2021
Dimitri Papalexopoulos Executive Director May 2019 May 2022
Michael Colakides Managing Director May 2019 May 2022
William Antholis Independent Non-Executive Director May 2019 May 2022
Andreas Artemis Independent Non-Executive Director May 2019 May 2022
Haralambos (Harry) David Independent Non-Executive Director May 2019 May 2022
Leonidas Canellopoulos Executive Director May 2019 May 2022
Alexandra Papalexopoulou Executive Director May 2019 May 2022
Dimitrios Tsitsiragos Independent Non-Executive Director March 2020 May 2022
Stylianos (Stelios) Triantafyllides Independent Non-Executive Director October 2018 May 2021
Maria Vassalou Independent Non-Executive Director May 2019 May 2022
Bill Zarkalis Executive Director May 2019 May 2022
Mona Zulficar Independent Non-Executive Director May 2019 May 2022
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3.4 Functioning of the Board of Directors
During 2020 the Board of Directors held six (6) scheduled
meetings on March 19, April 9, May 13, July 29, November 11 and
December 16.
Two (2) unscheduled meetings were held on June 24 and July 21.
The following table shows the individual attendance of each Board
member at the meetings of the Board and its committees held in
2020:
3.5 Board evaluation
As provided in the Code, the Board should assess at least
every three years its own performance, its interaction with
the executive management, as well as its size, composition,
functioning and that of its committees.
After the completion of more than one year as listed Company
primarily on Euronext Brussels with secondary listings on the
Athens Exchange and Euronext Paris, the Board decided to carry
out a formal Board evaluation for the year 2020 without external
facilitation.
Each Board member received a questionnaire, in the form
of a survey link, ensuring the anonymity of each participant
and requesting feedback on how the Board functions, its
composition, effectiveness and operation, the role of the Chair
and the functioning of the Board committees. All Board members
responded to the questionnaire and the Board evaluation feedback
was presented and discussed at the first Board meeting of 2021.
At the end of each Board member’s term, the Nomination
Committee evaluates this Board member’s presence at the
Board or Committee meetings, his or her commitment and
constructive involvement in discussions and decision-making in
accordance with a pre-established and transparent procedure. The
Nomination Committee also assesses whether the contribution of
each Board member adapted to changing circumstances.
3.6 Code of Conduct – Conflicts of interest
A Code of Conduct has been drawn-up, setting out the
expectations for the Company’s leadership and employees in
terms of responsible and ethical behavior.
All Board members are expected to uphold the highest standards
of integrity and to always act in the best interest of the Company.
Each member of the Board undertakes, both during his or her
membership of the Board and afterwards, not to disclose to
anyone in any manner any confidential information relating to the
business of the Company or companies in which the Company has
an interest, unless he or she has a legal obligation to disclose such
information.
No member of the Board may use the information described above
to his or her own advantage.
Each member of the Board undertakes not to develop, either
directly or indirectly, during the term of his or her mandate, any
activities nor perform any actions that conflict with the activities
of the Company or its Subsidiaries.
All members of the Board are required to inform the Board of
conflicts of interests as they arise. In case a director has a direct
or indirect financial interest that conflicts with the interests of
the Company, he or she is required to inform the other directors
before the Board takes a decision and the Board is required to
implement the procedures set forth in articles 7:96 and 7:97 of the
Belgian Companies and Associations Code. Pursuant to the above
articles of BCCA, the following decisions were taken, without the
presence of any executive member of the Board:
1. Board decision dated 19.3.2020: Approval of variable
remuneration payout for Titan America and the Group.
On 19 March 2020 the board resolved on the variable remuneration
for Titan America and the Group. The conflict of interest is
related to the fact that the executive members of the Board are
potential beneficiaries of the variable remuneration. The executive
members withdrew from the meeting.
The non-executive members of the Board discussed the variable
remuneration payout for Titan America and the Group, based on
the recommendation from the Remuneration Committee. The total
Individual attendance of each Board member at the scheduled meetings of the Board
Administrateur Board of Directors
Meetings
Audit and Risk
Committee
Remuneration
Committee
Nomination
Committee
Efstratios-Georgios (Takis) Arapoglou 8/8 - - 4/4
Kyriacos Riris 8/8 5/5 - -
Dimitri Papalexopoulos 8/8 - - -
Michael Colakides 8/8 - - -
William Antholis 8/8 - 3/3 -
Andreas Artemis 8/8 - - 4/4
Harry David 8/8 5/5 - -
Leonidas Canellopoulos 7/8* - - -
Alexandra Papalexopoulou 7/8* - - -
Petros Sabatacakis 1/1 -/1 - -
Stelios Triantafyllides 8/8 - 3/3 -
Dimitris Tsitsiragos 8/8 4/5 - -
Maria Vassalou 8/8 - - 4/4
Bill Zarkalis 7/8* - - -
Mona Zulficar 7/8 - 3/3 -
* In the Board meeting of July 21, 2020 only the non-executive directors, the Managing Director and the Chairman of the Group Executive Committee were invited to participate.
TITAN Cement Group
Integrated Annual Report 2020
52
remuneration payout will be up to €800,000 in aggregate and is
justified by the fact that external factors in the US market outside
the local management control (e.g. hurricane impact, no availability
of fly ash) affected the achievement of targets set for 2019.
The board of directors (composed of the non-executive members
only) approved unanimously the variable remuneration payout for
Titan America and the Group as proposed by the Remuneration
Committee.
2. Board decision dated 9.4.2020:
Mrs. Mona Zulficar, Chair of the Remuneration Committee,
presented to the Board of Directors, the recommendations of the
Remuneration Committee on the following matters, namely:
a. To approve the variable remuneration payouts (bonuses) for
2019 of the executive members of the Board, the members of the
Management Committee and the members of the Group Executive
Committee, as included in the Remuneration Report for the year
2019, noting that the relevant variable remuneration payouts
which amount in total to €1,194,436 are paid in accordance with
the provisions of the 2019 Remuneration Policy and following the
appraisal of the performance of each executive director and the
achievement of personal and collective targets provided in the
Remuneration Policy; b. To approve the long-term incentive awards
to be granted in 2020 to the executive members of the Board,
the members of the Management Committee and the members
of the Group Executive Committee, noting that such long term
incentive awards amount in total to 195,160 shares, i.e. €2,010,000,
and are granted subject to the achievement of personal and
collective targets provided in the new Remuneration Policy that
will be submitted for approval in the AGM on 14 May 2020; and c.
To approve the proposed extension of the exercise period of the
stock options granted in 2014 and 2015, in the framework of the 2014
Restricted Stock Incentive Plan (RSIP), until December 2021 (instead
of December 2020) and until December 2022 (instead of December
2021) respectively, noting that the relevant extensions incur no
cost to the Company and are granted in order to ensure the fair
treatment of all stock option beneficiaries.
The conflict of interest is related to the fact that the executive
members of the Board are potential beneficiaries of the variable
remuneration payouts for 2020, the long-term incentive awards
of 2020 and the extension of the exercise period of stock options
mentioned above.
3. Board Decision dated 21.7.2020: Group Organizational Changes
During the Board of Directors of 21 July 2020 Group organizational
changes were decided. Executive Board members were asked not
to attend the meeting as they are associated with most of the
proposed changes and the non-executive Board members should
be free to comment without any pressure. Mr. Michael Colakides,
Managing Director and Mr. Dimitri Papalexopoulos, who under
his capacity as Chairman of the Group Executive Committee
was asked to join the Chairman in presenting the proposed
organizational changes, withdrew from the meeting before any
decision was taken. The following organizational changes were
decided, effective as of October 1, 2020 regarding the composition
of the Group Executive Committee: Dimitri Papalexopoulos,
Chairman; Alexandra Papalexopoulou, Deputy Chair; Michael
Colakides, Group CFO and Managing Director of TCI; Bill Zarkalis,
Group COO; Yanni Paniaras, Group Executive Director Europe and
Sustainability; Fokion Tasoulas, Group Innovation and Technology
Director; Christos Panagopoulos, Regional Director Eastern Med;
Antonis Kyrkos, Group Transformation and Strategic Planning
Director; John Kollas, Group Human Resources Director; Leonidas
Canellopoulos, Chief Sustainability Officer. The decisions had no
direct financial consequences for the Company and the Group.
4. Board decision dated 11.11.2020: Remuneration of the promoted
executives following the Group Organizational Changes decision
taken by the Board of Directors on 21.7.2020
The executive members of the Board of Directors withdrew from
the meeting because they declared that they had a possible conflict
of interest, related to the fact that they are potential beneficiaries of
the remuneration packages and severance schemes that have been
submitted for approval. On recommendations of the Remuneration
Committee following decisions were taken:
a. To approve the proposed changes in the Remuneration packages
of the promoted Executive Directors, members of the Group
Executive Committee and other executives, noting that, as
regards the executive members of the Board of Directors, the
relevant changes are in line with the Remuneration Policy and
the variable compensation will be paid subject to appraisal of the
performance of each executive director and the achievement
of personal and collective targets. The additional financial
consequences for the Company, should the targets of the
executive board members be achieved, will not exceed €380,000;
b. To approve the revision of the severance schemes provided to
the members of the Group Executive Committee, noting that,
as regards the executive members of the Board who are also
members of the Group Executive Committee, the changes are
in line with the Remuneration Policy and the additional financial
consequences for the Company, with respect of the revision of
the severance schemes for the executive board members and
the conditional severance scheme set out below, will not exceed
€1,600,000; and
c. To approve the provision of a conditional severance scheme to
one executive director, noting that such conditional severance
scheme will not exceed 18 months’ remuneration as provided in
the 2020 Remuneration Policy.
The Board has set (a) a Policy for transactions and other
contractual relationships between the Company or Group
Subsidiaries and Members of the Board or the Management
Committee or the Group Executive Committee or other
designated persons and (b) a Dealing Code, which is addressed
to the Company’s directors, managers and officers, as well as
to Group’s directors, managers, officers and employees who are
in possession of inside information (within the meaning of the
Regulation (EU) No 596/2014 on market abuse).
Both the Policy for Transactions and the Dealing Code are included
(as Appendix 2 and Appendix 8, respectively) in the Company’s CG
Charter which is available on the Company’s website (https://www.
titan-cement.com/) at the link: https://www.titan-cement.com/
wp-content/uploads/2021/01/TCI-CG-Charter.pdf.
4. Composition and Operation
of Board Committees
4.1 Audit and Risk Committee
4.1.1 Composition, Role and Functioning
Chair: Kyriacos Riris, independent director
Members: Harry David, independent director
Dimitris Tsitsiragos, independent director
Corporate Governance
and Risk Management
Management
Report
53
Notwithstanding the relevant expertise of the other members
of the Committee, the Committee’s Chairman, Mr. Riris, has the
necessary expertise with regard to accountancy and auditing.
The Audit and Risk Committee performs all duties set out in
article 7:99 of the Belgian Companies and Associations Code and
is entrusted with the development of a long-term audit program
encompassing all activities of the Company, including:
a. Monitoring the financial reporting process;
b. Monitoring the effectiveness of the Company’s internal control
and risk management systems;
c. Monitoring the internal audit and its effectiveness;
d. Monitoring the statutory audit of the annual and consolidated
financial statements, including any follow-up on any questions
and recommendations made by the External Auditor;
e. Reviewing and monitoring of the independence of the External
Auditor, in particular regarding the provision of additional
services to the Company.
The Audit and Risk Committee held five meetings in 2020: on
March 19, April 9, May 13, July 29 and November 10.
The discussions and decisions of the Audit and Risk Committee
meeting of March 19, 2020 included the approval of the condensed
financial statements for the year ended December 31, 2019 and
the press release for the fourth quarter and year end results, the
presentation of the Audit plan of the external auditors (PwC), for the
year ended December 31, 2019, a separate meeting with the external
auditors without the presence of any member of the management
team, the amendment of the NAS policy and the inclusion in the
“pre-approved other services”, subject to approval by management,
of tax services, provided they do not have direct effect and they are
immaterial in relation to the financial statements and the approval
of NAS provided within the period and a meeting with the Head of
the Group’s Internal Audit, Risk and Compliance department during
which the Committee received a summary report and update of the
scope and work of the department during the last quarter of 2019.
The discussions and decisions of the Audit and Risk Committee
meeting of April 9, 2020 included the stand-alone financial
statements for the year ended December 31, 2019 of Titan
Cement International S.A., the Integrated Annual Report for
the year 2019, the Group liquidity and the loan covenants of the
Group, a presentation of the management for planned actions
and measures taken as a result of the COVID-19 pandemic, the
presentation of the external auditor’s report on the stand-
alone and group financial statements for the year 2019 (both
unqualified). Last, the Audit and Risk Committee, without the
presence of any member of the management team, approved the
variable compensation (bonus) for the year 2019 of the Head of
the Audit, Risk and Compliance department and her long-term
incentive awards (stock-options) for the year 2020.
The discussions and decisions of the Audit and Risk Committee
meeting of May 13, 2020 included the approval of the unaudited
financial statements of the first quarter ended March 31, 2020
and the press release for the same period, the approval of NAS
provided in Q1 (following management’s approval) and the
discussion with the Head of the Group’s Internal Audit, Risk and
Compliance department of the Internal Audit plan for the year
2020 and the findings of the period.
The discussions and decisions of the Audit and Risk Committee
meeting of July 29, 2020 included the approval of the interim
condensed financial statements of the half year 2020 and the
half year 2020 press release, the approval of NAS provided in Q2
(following management’s approval), a discussion with the External
Auditors (PwC) on their findings after the completion of their 2019
audit and the discussion with the Head of the Group’s Internal
Audit, Risk and Compliance department, without the presence of
any member of the management team, of the implementation of
the Internal Audit plan during Q2, the findings of this period, the
compliance and anti-fraud activities performed and other matters.
Finally, the discussions and decisions of the Audit and Risk
Committee meeting of November 10, 2020 included the approval
of the unaudited financial statements of the Q3 2020 and the
9 months press release, the approval of NAS provided in Q3
(following management’s approval), the presentation of the
Audit Plan for the year ending December 31, 2020 by the External
Auditors (PwC) and the discussion with the Head of the Group’s
Internal Audit, Risk and Compliance department, without the
presence of any member of the management team, of the
implementation of the Internal Audit plan during Q3, the findings
of this period, the compliance and anti-fraud activities performed,
the Q4 Group Internal audit plan and other matters.
External Auditor
The audit of the Company’s financial statements was entrusted,
by virtue of the Extraordinary General Meeting resolution dated 13
May 2019, to SCRL PriceWaterhouseCoopers, with registered office
located at 1932 Sint-Stevens-Woluwe, Woluwedal, 18, represented
by Mr. Marc Daelman, for a term of three years, ending on the date
of the Annual General Meeting to be held in 2022 related to the
approval of the annual accounts of the year ending on December
31, 2021.
The responsibilities and powers of the External Auditor are set
by law.
The Audit and Risk Committee monitors and assesses the
effectiveness, independence and objectivity of the external
auditor having regard to the:
content, quality and insights on key external auditor plans and
reports;
engagement with the external auditor during committee
meetings;
robustness of the external auditor in handling key accounting
principles; and
provision of non-audit services.
The yearly 2020 audit fees for the statutory accounts of Titan
Cement International S.A. (TCI) were set at €109,000.
Patras cement plant, Greece
TITAN Cement Group
Integrated Annual Report 2020
54
The audit fees for statutory audit and TCI's subsidiaries and
affiliates in 2020 amount to €1,207,861 (€1,222,182 in 2019).
Non-audit fees (for TCI, subsidiaries and affiliates) paid or accrued
in 2020 amount to €334,637 (€390,530 in 2019) and include:
Audit related fees (assurance services for TCI, subsidiaries and
affiliates) €298,596 (€244,049 in 2019); and
Tax advisory, other advisory and compliance services €36,041
(€146,481 in 2019).
The rules governing the composition, tasks and method of
functioning of the Audit and Risk Committee are laid down in
Appendix 3 of the Company’s CG Charter (“Terms of Reference
of the Audit and Risk Committee”), which is available on the
Company’s website (https://www.titan-cement.com/) at the link:
https://www.titan-cement.com/wp-content/uploads/2021/01/TCI-
CG-Charter.pdf.
4.2 Remuneration Committee
Chair: Mona Zulficar, independent director
Members: William Antholis, independent director
Stelios Triantafyllides, independent director
The Remuneration Committee has the duties set out in article
7:100 of the Belgian Companies and Associations Code, including,
to prepare and assess proposals for the Board:
a. with regard to the Company’s remuneration policy and
the remuneration of directors, members of the Company’s
Management Committee and members of the Group Executive
Committee, as well as on the arrangements concerning early
termination;
b. with regard to the annual review of the executive
management’s performance; and
c. with regard to the realization of the Company’s strategy against
performance measures and targets.
The Remuneration Committee held three meetings in 2020 (on
March 19, April 3 and October 19, 2020).
The main topics of the meeting of the Remuneration Committee
held on March 19, 2020 referred to recommendations of the
Committee on:
a. The Remuneration Report for the year 2019;
b. The new Remuneration Policy of the Company (the 2020
Remuneration Policy), which was thereafter submitted to the
AGM;
c. The new Long-Term Incentive Plan (LTIP 2020) which was
thereafter included in the 2020 Remuneration Policy.
The main topics of the meeting of the Remuneration Committee
held on April 3, 2020 referred to recommendations of the
Committee on:
a. the variable remuneration payouts for 2019 of the executive
members of the Board, the members of the Management
Committee and the members of the Group Executive
Committee;
b. the long-term incentive awards to be granted in 2020;
c. the vesting of the stock options granted in 2017 in the
framework of the RSIP 2017; and
d. the extension of the exercise period of stock options granted
in 2014 and 2015 for one year, namely until December 2021 and
2022.
The main topics of the meeting of the Remuneration Committee
held on October 19, 2020 referred to recommendations of the
Committee on:
a. the remuneration of promoted executive directors, members of
the Group Executive Committee and other executives following
the Group Organizational changes decided by the Board on July 21,
2020;
b. the severance payment of retiring or departing members of the
Management Committee and the Group Executive Committee;
c. the review of the severance schemes of the members of the
Group Executive Committee; and
d. the special severance scheme of one executive director.
The rules governing the composition, tasks and method of
functioning of the Remuneration Committee are laid down in
Appendix 5 of the Company’s CG Charter (“Terms of Reference of the
Remuneration Committee”), which is available on the Company’s
website (https://www.titan-cement.com/) at the link: https://www.
titan-cement.com/wp-content/uploads/2021/01/TCI-CG-Charter.pdf.
4.3 Nomination Committee
Chair: Efstratios-Georgios (Takis) Arapoglou, non-executive
director
Members: Maria Vassalou, independent director
Andreas Artemis, independent director
The role of the Nomination Committee is to make
recommendations to the Board with regard to the appointment
of directors, the Managing Director of the Company and other
members of the Management Committee and the Group Executive
Committee as well as their orderly succession.
The main duties of the Nomination Committee include:
a. the nomination of candidates for any vacant directorships, for
approval by the Board;
b. the preparation of proposals for reappointments;
c. the periodical assessment of the size and composition of the
Board and making recommendations for any changes; and
d. ensuring that sufficient and regular attention is paid to the
succession of executives, talent development and promotion of
diversity in leadership positions.
The Nomination Committee meets at least once a year and
whenever a meeting is deemed necessary and advisable for its
proper functioning.
During 2020, the Nomination Committee held four meetings:
The first meeting took place on February 25, 2020 with main
agenda the presentation of Mr. Dimitris Tsitsiragos as potential
new independent Board candidate and ensuring that
Mr. Tsitsiragos fulfils the independence criteria provided in the
2020 CG Code.
The second meeting took place on March 18, 2020 with first
item on the agenda to meet in person Mr. Tsitsiragos, who was
thereafter unanimously recommended to be co-opted by the
Board in place of Mr. Takis-Panagiotis Canellopoulos, subject to
Corporate Governance
and Risk Management
Management
Report
55
the approval by the AGM. The other items on the agenda included
a presentation on the management succession planning and on
leadership diversity promotion.
The third meeting took place on September 28, 2020 with only
item the presentation of Mr. Yanni Paniaras as new executive
Board candidate subject to election by the AGM in 2021.
The fourth meeting was held on December 8, 2020 and the agenda
was to get prepared for the 2021 AGM and to timely set committee
priorities.
The rules governing the composition, tasks and method of
functioning of the Nomination Committee, as well as the procedure
to be followed by the latter for the appointment and reappointment
of Board members, are laid down in Appendix 4 of the Company’s
CG Charter (“Terms of Reference of the Nomination Committee”),
which is available on the Company’s website (https://www.titan-
cement.com/) at the link: https://www.titan-cement.com/wp-
content/uploads/2021/01/TCI-CG-Charter.pdf.
4.4 Group Executive Committee
Chair: Dimitri Papalexopoulos
Deputy Chair: Alexandra Papalexopoulou
Members: Michael Colakides, Managing Director and Group
CFO
Bill Zarkalis, Group Chief Operating Officer; CEO of
Titan America; Chairman of STET
Yanni Paniaras, Group Executive Director Europe
and Sustainability
Fokion Tasoulas, Group Innovation and Technology
Director
Christos Panagopoulos, Regional Director East Med
Antonis Kyrkos, Group Transformation and Strategic
Planning Director
John Kollas, Human Resources Director
Leonidas Canellopoulos, Chief Sustainability Officer
The role of the Group Executive Committee is to facilitate
the supervision of the Group operations, the cooperation and
coordination between the Company’s subsidiaries and the
monitoring of the Group management performance and ensuring
the implementation of decisions and related accountability.
Τhe Group Executive Committee held 18 meetings during 2020.
A variety of coordination topics were covered, including strategy,
quarterly results, Group budget, H&S reviews, sustainability
reviews, progress of key projects (CO₂, digitilization), etc.
The rules governing the composition, tasks and method of
functioning of the Group Executive Committee, as well as the
code of conduct, are laid down in Appendix 7 of the Company’s CG
Charter (“Terms of Reference of the Group Executive Committee”),
which is available on the Company’s website (https://www.titan-
cement.com/) at the link: https://www.titan-cement.com/wp-
content/uploads/2021/01/TCI-CG-Charter.pdf.
4.5 Management Committee
Chair: Michael Colakides, Managing Director
Members: Grigoris Dikaios, Company CFO
Konstantinos Derdemezis, Regional Business Director
1
Christos Panagopoulos, Regional Business Director
The main role and the main duties of the Management Committee
are to implement and monitor the company strategy, to prepare
and present to the Board the financial statements of the Company
in accordance with the applicable accounting standards and
policies of the Company, to prepare the Company’s required
disclosure of the financial statements and other material financial
and non-financial information, to manage and assess the internal
control systems of the Company and to support the Managing
Director in the day-to-day management of the Company and with
the performance of his other duties.
The Management Committee meets whenever a meeting is
required for its proper functioning.
The rules governing the composition, tasks and method of
functioning of the Management Committee, as well as the code of
conduct, are laid down in Appendix 6 of the Company’s CG Charter
(“Terms of Reference of the Management Committee”), which is
available on the Company’s website (https://www.titan-cement.
com/) at the link: https://www.titan-cement.com/wp-content/
uploads/2021/01/TCI-CG-Charter.pdf.
1
Member of the Management Committee until 1 October 2020
5. Diversity and Inclusion
TITAN is committed to offering equal opportunities and
encourages diversity and inclusion at every level of employment
in the Company. Diverse and inclusive workplace has been
recognized as a material issue for the Group. Diversity includes
more than gender, age, nationality, disability, ethnic origin, sexual
orientation, culture, education and professional background.
At Group level, particular attention is given to monitoring the
implementation of our Human Rights Policy, part of which
refers to the promotion of diversity and to ensuring consistent
improvement of diversity across the organization. Improving the
gender mix at all levels is always an area of focus. Likewise, we
focus on inclusion and on creating a working environment that
maximizes the potential of all employees.
Currently, the number of women on the Board is 3 out of 14 and
therefore the Company, as already mentioned above in paragraph
3.3, deviates from the rule provided in article 7:86 of the Belgian
Code on Companies and Associations according to which at least
one third of the members of the Board should be different gender
than the other members. However, as mentioned in paragraph
3.3, given that the Company’s primary listing on Euronext Brussels
was concluded in 2019, the Company is not obliged to comply with
the gender diversity rule before 1
st
January 2026. Nevertheless, the
Company intends to comply with this rule before the end of the
above grace period and is actively monitoring the addition of two
women, one in 2022 and one in 2025.
The Board has also promoted diversity in the composition of
the Board Committees, by appointing a woman as Chair of the
Remuneration Committee and another woman as a member of
the Nomination Committee.
TITAN monitors gender diversity in management at both Group
and local levels (see ESG Performance statements, table 2.3
Social Performance Index).
In 2019 an assessment of Group policies was conducted by Group
Human Resources Department to define priorities and future
targets accordingly. Our Group Code of Conduct, Human Rights
and CSR policies were updated to incorporate clearer references
to diversity and inclusion.
TITAN Cement Group
Integrated Annual Report 2020
56
Diversity on Board level has also been promoted through a balanced
mixture of academic and professional skills. More specifically, the
Board includes directors coming from the banking and insurance
sector, the corporate/business sector and the legal and audit
services sector. As far as residence is concerned, six Board members
have their permanent residence in Cyprus, three in the USA, three in
Greece, one in Egypt and one in the United Kingdom.
The Group focuses on fostering diversity and inclusion awareness
through workshops, training and development programs in the
various regions.
The results of diversity promotion in 2020 are published in the ESG
Performance review & statements, table 2.3 Social Performance
Index.
6. Internal Audit and Risk Management
in the Scope of the Financial Reporting
Process
The key elements of the system of internal controls utilized in
order to avoid errors in the preparation of the financial statements
and to provide reliable financial information are the following:
The assurance mechanism regarding the integrity of the Group’s
financial statements consists of a combination of the embedded
risk management processes, the applied financial control
activities, the relevant information technology utilized, and the
financial information prepared, communicated and monitored.
Each month the Group’s subsidiaries submit financial and non-
financial data to the Group’s consolidation department and
provide explanatory information where necessary.
In consolidating the financial results and statements, the Group
utilizes specialized consolidation software and specialized
software for reconciling intercompany transactions. These
tools come with built-in control mechanisms and have been
parametrized in accordance with the Group’s needs. Finally,
the above tools use best practices regarding the consolidation
process, which the Group has to a very large extent adopted.
The Group’s management reviews on a monthly basis the
consolidated financial statements and the Group’s Management
Information (MI) – both sets of information being prepared
in accordance with IFRS and in a manner that facilitates their
understanding.
The monthly monitoring of the financial statements and Group MI
and their analysis by the relevant departments are key elements
of the controlling mechanism regarding the quality and integrity of
financial results.
The Group’s external auditors review the mid-year financial
statements of the Group and its material subsidiaries and audit
their full-year financial statements. Moreover, they audit the full-
year financial statements of the Company. In addition, the Group’s
external auditors inform the Audit and Risk Committee about the
outcome of their reviews and audits.
The Audit and Risk Committee, during its quarterly meetings prior
to the financial reporting, is informed by the Managing Director
and Group CFO and also by the other competent officers of the
Company and the Group about the performance of the Group,
monitors the consolidated accounts and the financial reporting
process and reports accordingly to the Board. The Audit and Risk
Committee monitors the financial reporting process and the
effectiveness of the Group’s and the Company’s internal control
and risk management systems.
The approval of the financial statements (Company and
Consolidated) by the Board is made after the relevant
recommendation of the Audit and Risk Committee.
7. Internal Audit
The internal audit is carried out by the Group Internal Audit
function. As of January 2020, the function assumed a broader role,
taking over responsibility for risk and compliance, in addition to
internal audit.
Internal Audit is an independent department with its own written
regulation, reporting directly to the Audit and Risk Committee.
The Group Internal Audit workforce consists of 17 executives duly
trained and having appropriate experience to carry out their work.
Two (2) new hires were added early 2020.
Internal Audit’s primary role is to monitor the effectiveness of the
internal control environment. Internal Audit’s scope also includes:
monitoring implementation and compliance with the Company’s
Internal Regulation, Code of Conduct, Articles of Association and
applicable laws in all jurisdictions in which the Group operates;
providing consulting services (e.g. new procedures review, new
IT systems post-implementation reviews);
undertaking special assignments (e.g. fraud investigations)
During the year the Audit and Risk Committee received in total
34 internal audit reports. Likewise, the Audit and Risk Committee
received all progress reports referring to the most important audit
findings in 2020.
As already mentioned in the section referring to the work and
function of the Audit and Risk Committee, in all meetings held
by the Audit and Risk Committee, the Head of the Group Internal
Audit Risk & Compliance participated. The Head of the Group
Internal Audit Risk & Compliance had a number of meetings with
the Chairman of the Audit and Risk Committee pertaining to the
better preparation of the Audit and Risk Committee meetings with
regard to the Internal Audit.
Following relevant recommendation of the Audit and Risk
Committee, the Board of Directors approved the Internal Audit
plan for the year 2021 and specified the functions and areas on
which internal audit should primarily focus.
8. Remuneration report 2020
In accordance with the applicable provisions, this Remuneration
Report describes the remuneration paid on an individual basis
to the Members of the Board of Directors and the members of
the Management Committee, who are in charge of the daily
management.
8.1 Introduction
TITAN Cement Group delivered strong results in 2020, despite the
uncertainty caused by the COVID-19 pandemic. Group consolidated
Corporate Governance
and Risk Management
Management
Report
57
revenue at €1,607.0 million was stable compared to the previous
year. Earnings Before Interest, Tax, Depreciation and Amortization
(EBITDA) posted a solid increase of 7.1% to €286.2 million. This was
the highest EBITDA recorded since 2010. Net Profit after Taxes and
minorities (NPAT) dropped to €1.5 million (vs. €50.9 million in 2019)
as a result of significant non-cash charges taken representing the
full write-off of the €46.6 million goodwill of Titan Cement Egypt
and the derecognition of €17.3 million of accumulated deferred
tax assets, also in Egypt. Had these one-off charges not be taken,
NPAT would have been €65.4 million. The impact of the COVID-19
pandemic on our Group was clearly less severe than what was
initially expected. Overall construction activity escaped the full
brunt of the downturn, being allowed to continue as an essential
activity in most of our countries of operation.
Performance in 2020, was supported by resilient sales volumes
across most of our markets. In the US, sales were sustained at high
levels along all product lines. In Greece, demand showed further
recovery. In Southeastern Europe, performance was robust, while
Turkey posted strong domestic and export growth, while demand
also improved in Brazil. Performance in Egypt was disappointing
due to the ongoing challenges of that market. Pricing dynamics in
most of our markets benefited from resurgent levels of demand.
The favorable energy cost environment combined with successful
management of the Group’s cost base, enhanced profitability.
Trends in domestic sales volumes were positive across most
of our markets. Following the restrictions on activity in the
second quarter of the year, construction activity rebounded once
lockdown restrictions were eased, testifying to the underlying
resilience of market fundamentals across geographies. Group
cementitious materials’ sales increased by 1% compared to 2019,
reaching €17.1 million tons.
8.2 2020 Remuneration Policy
The 2020 Remuneration Policy was approved by the Annual
General Meeting of Shareholders that was held on 14 May 2020
and is aligned to a great extent with the implementation of the
European Shareholder Rights Directive II (“SRD II”).
The 2020 Remuneration Policy ensures that TITAN is remunerating
on the basis of the Company’s short and long-term business plan,
so as to continue creating value for customers, shareholders,
employees, societies and economies.
8.3 Target Pay Mix
The pie charts represent the fix/variable pay mix for the Executive
Directors and the members of the Management Committee (on
aggregate target average) in case of ‘on-target’ performance and
reflects the underlying pay-for-performance principles and
market-competitive reference of the Remuneration Policy.
The total amount of remuneration of the Executive Directors and
the members of the Management Committee is in line with the
Remuneration Policy adopted, linked to strategy, mechanisms
and relevant performance measures and contributes to the long-
term performance of the Company.
Main principles that govern the Remuneration Policy and contribute
to the Company’s business strategy and sustainability are:
Establish a fair and appropriate level of fixed remuneration
aiming at attracting high caliber senior professionals who can
add value to the Company.
Maintain a balanced approach between fixed and variable
remuneration, so as to avoid over relying on variable pay and
undue risk taking.
Establish a balanced approach between short- and long-term
incentives, to ensure there is focus on short-term objectives
that will ultimately contribute to the creation of long-term
value creation.
Alignment of executives to shareholder interests and long-
term value creation through long-term incentives where the
reward is linked to Company shares.
Avoidance of undue risk taking by focusing on financial and
non-financial performance metrics in variable pay design.
29%
Board Executive Directors
(aggregate)
Short-Term Incentive
Plan (STIP)
Short-Term Incentive
Plan (STIP)
Long-Term
Incentive Plan (LTIP)
Long-Term
Incentive Plan (LTIP)
Fixed Remuneration
Fixed Remuneration
32%
26%
42%
Management Committee
(aggregate)
26%
45%
8.4 Labor Market
In setting the remuneration levels for the Managing Director,
as well as of the other Executive Directors and the members of
the Management Committee, the Remuneration Committee
gathers market insights from various relevant perspectives. These
reflect the relevant industries for the Company (e.g. Construction
Materials), the relevant geographies (e.g. Europe, and for specific
positions the US), and also take into consideration the size and the
scope of the Company and the respective positions.
The Remuneration Committee regularly reviews the Remuneration
Policy, in order to ensure continuous alignment with its principles,
as well as market trends and best practices. On an annual basis, the
Remuneration Committee recommends the levels of the annual
TITAN Cement Group
Integrated Annual Report 2020
58
remuneration of the executive directors and the members of the
Management Committee as well as of other Group executives on
the basis of their performance and responsibilities.
The Committee also recommends the levels of remuneration of
non-executive directors on the basis of their time commitment and
responsibilities.
In case of substantial changes, and at least every four years, the
Remuneration Policy is submitted for approval to the General
Meeting.
The level of remuneration for the Chairman of the Board of
Directors is decided by the General Meeting, following respective
recommendation of the Board of Directors and of the Remuneration
Committee. Likewise, the level of remuneration for the Managing
Director and the members of the Management Committee, is set
by the Board of Directors, following relevant recommendation
of the Remuneration Committee and in line with the applicable
Remuneration Policy.
8.5 New Deferred Compensation Plan
The DCP design is based on the principles set by the Remuneration
Committee in April 2019. As of 2021, the Company intends to
implement a Deferred Compensation Plan (“DCP 2021”) aiming at
further aligning the Senior Executives’ long term interests with
those of shareholders. Following relevant recommendation of the
Remuneration Committee, the Board decided the following:
The DCP will substitute of 20% of LTI of the eligible executives.
Payout will be linked to actual performance against set KPIs as
follows: 50% on Total Shareholders’ Return (TSR) of the Company’s
share vs the average TSR performance of the shares of a Peer Index
and 50% on a KPI linked to sustainability (net CO₂ emissions / ton of
cementitious material).
The peer group which formulates the index is the following (peer
group is set by the Board of Directors and may be changed, if
required):
1. Lafarge-Holcim 5. CRH
2. Heidelberg 6. Buzzi
3. Cemex 7. Argos
4. Cementir 8. Vicat
The performance period is three years. Flexibility is provided in ways
to receive vested benefit (e.g. cash, pension plan contributions).
Payout at threshold performance will be 40% with a maximum of
160% in case of overachievement (stretch) with linear calculation of
payout between the levels of achievement.
Ιn addition, the 2020 LTIP (Stock Grant) and two Restricted
Stock Option plans (RSIP 2014 and RSIP 2017), are still under
implementation.
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8.6 Variable pay schemes
Short-Term Incentive Scheme and Long-Term Incentive Plan awards are treated in accordance with the rules of the relevant plans.
Element of
Remuneration
Overview
Short-Term
Incentive
Scheme (STIP)
Target payout:
Executive Directors of the Board and the Management Committee: up to 100% of Annual Base Salary
Maximum:
In case of overachievement, the collective part of the STI is capped at 130% of target, the individual part
at 150% (in case of extraordinary performance) and the safety part at 200%
Performance Criteria:
Financial Performance (up to 45%): EBITDA
Individual Performance (up to 55%): combination of objectives and behaviors
Safety (5%): Lost Time Injury Frequency Rate
Long-Term
Incentive
Plan (LTIP)
A new Long-Term Incentive plan (LTI) applied in 2020 in line with the approved 2020 Remuneration Policy.
Awards are granted to the plan participants in the form of a conditional grant of TCI shares. The individual
awards granted are based on each participant’s position, fixed salary, individual performance and potential
for development.
The LTI award granted to each participant is approved by the Board of Directors following relevant
recommendation by the Remuneration Committee.
The award has been defined up to 125% of Annual Base Salary for the Management Committee and the
Executive Directors of the Board.
The conditional grant of the number of TCI shares is determined based on the value of the TCI share at the
time of grant. The value of each “conditionally granted share” is equal to the average TCI share closing price
on Euronext Brussels during the last 7 trading days of March of the grant year.
The vesting schedule is 50% on year 3, 50% on year 4. Upon the completion of the vesting period, the
benefit of the employee is determined based on the value of TCI share at the time of vesting.
Upon vesting the Plan provides the flexibility to the eligible Executive, upon her/his request, to receive the
vested award as contribution to a company-provided pension plan investing mainly in TCI shares (Fund).
Participants are expected to maintain in TCI shares (or Fund(s)) at a minimum 20% of the total awards
vested during the last five (5) vesting years (rolling basis). TCI shares, as well as Fund(s) balance, already
owned by participants through previous LTI plans will be taken into consideration.
Special Trust Fund Plan (Fund)
Special Trust fund is a fund which invests in TCI shares. LTI participants may elect to receive their LTI
award as contributions in the Fund, and therefore their long term interests are still linked to TCI share.
Retirement
Allowance
Type of Plan:
Defined contribution plan
Maximum contribution: up to 10% of Annual Base Salary
Plan mechanism:
First tier: up to 8% of Annual Base Salary.
Second-tier: in addition to the 1st tier 8%, a further up to 2% is offered through matching the employee’s
contribution by a ratio of 1:2.
In the event Executives leave the Company prior to 5 years from the entry to the Program, any
contributions by the Company are lost.
No specific clauses and/or arrangements in relation to change in control are applicable. No variable remuneration claw back
mechanisms were used during FY2020.
TITAN Cement Group
Integrated Annual Report 2020
60
Executive Directors of the Board, Management Committee Remuneration packages as of January 1st, 2019
Name
Year
Annual
Base Salary
Board Fees
Allowances &
Other Benefits
1
Annual Variable
Compensation
2
Pension
Contribution
3
Long-Term
Incentives
(vested in
2020)
Total Annual
Compensation
Fixed
Compensation
Variable
Compensation
Year
Total Annual
Compensation
Board Executive Directors
Colakides Michael,
Managing Director
2020 417,900 50,000 34,317 390,166 41,790 141,017 1,075,190 51% 49% 2019 1,124,092
Papalexopoulos Dimitri,
Chairman of Group Executive
Committee
2020 506,250 30,000 14,482 547,126 50,400 232,936 1,381,193 44% 56% 2019 1,432,979
Papalexopoulou Alexandra,
Deputy Chair of Group
Executive Committee
2020 372,916 30,000 24,695 347,347 37,125 168,359 980,443 47% 53% 2019 909,587
Canellopoulos Leonidas 2020 156,887 30,000 10,506 69,677 9,368 6,607 283,046 73% 27% 2019 248,366
Canellopoulos Takis-Panagiotis* 2020 43,739 6,250 7,539 0 4,136 23,401 85,065 72% 28% 2019 308,000
Zarkalis Bill** (in €) 2020 571,531 30,000 232,593 522,024 46,040 158,824 1,561,012 56% 44% 2019 1,627,556
Management Committee Members
Dikaios Grigoris 2020 185,500 0 33,999 72,834 11,130 12,629 316,092 73% 27% 2019 306,617
Derdemezis Kostas*** 2020 222,742 0 33,582 171,265 21,505 165,591 614,685 45% 55% 2019 647,087
Panagopoulos Christos 2020 260,400 0 113,696 149,691 24,940 42,840 591,567 67% 33% 2019 581,835
8.9 Executive Directors’ and members of the Management Committee remuneration in 2020
* Amounts refer to period January 1st - March 31, 2020 during which T. Canellopoulos was Board Executive Director.
** Amounts include allowances linked to B. Zarkalis' international assignment in US and part of the Deferred 3-year assignment success bonus linked to 2020. Amounts, paid in $, are
converted into euro based on fx rate €/$ of 31/12/2020 for 2020 and on 31/12/2019 for 2019.
*** Amounts refer to period January 1st - October 31, 2020 during which K. Derdemezis was member of the Management Committee.
₁ Includes benefits and allowances: allowances (such as travel, housing, international assignment related allowance), life insurance, medical plan, company car.
² Cash payment.
³ Defined contribution.
8.8 Remuneration of Executive Directors and members of
the Management Committee in 2020
The remuneration of the Executive Directors and the members
of the Management Committee was approved by the Board
of Directors following relevant recommendation of the
Remuneration Committee and is in full compliance with the
2020 Remuneration Policy and thus contributes to the long-term
performance of the Company as set above in §8.3.
Given that the Company was established in 2019, the data
referring to the annual change in remuneration, expressed in full
time equivalents, of the Company’s employees other than the
directors, the members of the Management Committee and other
executives and the persons in charge of the daily management, are
presented jointly with respect to FY2019.
The annual change in the average remuneration, expressed in full time
equivalents, of the Company's employees other than the directors,
the members of the Management Committee, the other directors
and the persons in charge for the daily management for 2020 is
3% (or 85% including new recruitments added to the Company's
headcount in 2020). The ratio between the highest remuneration of
the management members and the lowest remuneration (in full time
equivalent) of the Company’s employees is 40 times.
8.7 Non-Executive Directors’ remuneration in 2020
As at 31.12.2020 the fees of the Non-Executive Directors for the year 2020, amounted to:
Non-Executive Director
Compensation by the Company
Board of Board Pro-bono
Efstratios-Georgios (Takis) Arapoglou €200,000 gross €15,000 gross No
Andreas Artemis €50,000 gross €10,000 gross No
William Antholis €50,000 gross €8,000 gross No
Harry David €50,000 gross €15,000 gross No
Kyriacos Riris €50,000 gross €20,000 gross No
Petros Sabatacakis* €10,417 gross €3,125 gross No
Stelios Triantafyllides €50,000 gross €8,000 gross No
Maria Vassalou €50,000 gross €10,000 gross No
Dimitris Tsitsiragos ** €39,483 gross €18,750 gross No
Mona Zulficar €50,000 gross €12,000 gross No
According to the 2020 Remuneration Policy,
non-executive directors do not receive
variable compensation linked to results
or other performance criteria. As a result,
non-executive directors are not entitled to
annual bonuses, stock options or performance
share units. Neither are they entitled to any
supplemental pension scheme.
Non-executive members of the Board are not
entitled to termination payment.
* Mr. Petros Sabatacakis was member of the Board of Directors until 19.3.2020
** Mr. Dimitris Tsitsiragos was elected as member of the Board of Directors on 19.3.2020
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Name
Specification
of plan
Grant Date
Vesting Date
of 2020 Grant
Expiry Date***
Number of
Stock
grants in 2020
Number of
Fund* units
grant in 2020
Number
of Options
forfeited in
2020
Number of
Options Vested
in 2020
Exercise Price
Number
of Options
Exercised in
2020
Michael Colakides,
Managing Director**
Long-Term
Incentive
April
2020
31/3/2024 N/A -
75,805
-
8,974
-
0
Dimitri Papalexopoulos,
Chairman, Group Executive
Committee
Long-Term
Incentive
April
2020
50% on
31/3/2023
50% on
31/3/2024
N/A 52,430
0
-
14,955
-
0
Alexandra Papalexopoulou,
Deputy Chair, Group Executive
Committee
Long-Term
Incentive
April
2020
50% on
31/3/2023
50% on
31/3/2024
N/A 41,270
0
-
9,573
-
0
Leonidas Canellopoulos,
Board Executive Director
Long-Term
Incentive
April
2020
50% on
31/3/2023
50% on
31/3/2024
N/A 5,340
0
-
901 €10 379
Takis-Panagiotis Canellopoulos
1
,
Board Executive Director
Long-Term
Incentive
- - - - - - -
- -
Bill Zarkalis,
Board Executive Director
Long-Term
Incentive
April
2020
50% on
31/3/2023
50% on
31/3/2024
N/A 52,430
0
-
11,966 €10 26,016
Grigoris Dikaios,
CFO**
Long-Term
Incentive
April
2020
31/3/2024 N/A -
5,900 - 840 - 0
Konstantinos Derdemezis
2
,
Regional Business Director
Long-Term
Incentive
- - - -
0 28,270 - €10 4,191
Christos Panagopoulos,
Regional Business Director**
Long-Term
Incentive
April
2020
31/3/2024 N/A -
23,598 - 2,993 €10 2,956
* Fund invests in TCI shares.
** Management Committee members' 2020 LTI amount received as units of Fund which invest mainly in TCI shares.
*** 2020 Grant refers to Stock Grant and therefore expiry date is not applicable.
¹Up to March 31, 2020.
²Up to October 31, 2020.
8.10 Share-based Remuneration (for 2020)
8.11 2020 performance criteria and outcomes | Short-Term
Incentives
Following relevant recommendation by the Remuneration
Committee, the Board determines the most relevant
performance criteria for the short-term incentive plan. These
KPIs provide the framework for incentive schemes throughout
the Company. Additionally, the Board sets challenging, but
realistic target levels for each of those performance criteria.
The emphasis for 2020 was on financial metrics reflecting a focus on
profitability and securing strong liquidity, in line with the Company's
strategy to balance growth and profitability. These performance
criteria are an important measure of the success of the execution of
the Company’s strategy and, as such, the remuneration is directly
linked to long-term value creation by the Company.
The target levels are set in the first quarter of the year. During
2020 because of limited visibility caused by the pandemic, 2020
targets were set in July 2020 based on prevailing visibility at the
time. The market was not impacted to the extent forecasted
when the targets were set, and the Group supported by a strong
performance of almost all regions (East Med being a relative
exception) performed better than expected. As a result the
Board decided to pay accordingly for the overachievement linked
to collective targets. The final assessment is determined at the
end of the fiscal year, based on the audited financial results. Any
potential payout under the short-term incentive plan occurs
annually during the first semester of the next financial year.
A minimum level of performance must be achieved before any
payment under the plan will be made. Payout is capped for
stretch performance.
The final assessment of performance under the short-term
incentive plan is done by the Remuneration Committee, which
in turn makes the necessary proposal to the Board for decision
making.
In 2020, EBITDA at Group level were above target resulting in
a 127.5% in respective part of variable pay. It is noted that due
to the peculiarities linked to the COVID-19 crisis, the financial
metrics set for 2020 are linked 100% to EBITDA.
The Remuneration Committee considered the overall
performance and concluded to award the variable pay as above
for 2020.
TITAN Cement Group
Integrated Annual Report 2020
62
8.12 2020 performance criteria and outcomes | Long-Term
Incentives
As already mentioned, two Restricted Stock Option plans (the
RSIP2014 and the RSIP2017) are currently under implementation:
The 2014 Stock Options Plan (approved by the AGM of
TITAN Cement Company S.A. of 2014)
According to this three-year Plan, the Board of Directors was
entitled to grant up to 1,000,000 stock options at a sale price
equal to €10.00 per share. Beneficiaries of the 2014 Stock Option
Plan are executive directors, directors holding senior positions at
Group or Regional or Country level in companies of TITAN Group,
and a limited number of employees, standing out on a continuous
basis for their good performance, having a high potential for
advancement.
The vesting period of the stock options granted in 2014, 2015 and
2016 was three years. As a result, the granted options matured in
December 2016, December 2017 and December 2018 respectively,
provided that the beneficiaries were still employees of the
Group. After the completion of the three-year vesting period, the
Board of Directors, based on the following criteria, decided the
final number of options that the beneficiaries had the right to
exercise:
α. by 50%, based on the average three-year Return on Average
Capital Employed (ROACE) compared to the target of each
three-year period; and
b. by 50%, based on the overall performance of the Company's
TSR compared to the average overall performance of a
predefined international cement peer group:
1. Lafarge-Holcim 5. CRH
2. Heidelberg 6. Buzzi
3. Cemex (in US$) 7. Argos (in US$)
4. Cementir 8. Vicat
The Plan’s beneficiaries are entitled to exercise their stock
option rights, either in whole or in part, within the first five
working days of each month, paying the Company the relevant
amounts until the expiration date of their stock options, i.e. until
December of the third year after vesting of the stock options.
Based on the Board of Directors decision dated April 9, 2020 due
to COVID-19 market conditions, it has been approved for the
expiration date for the grant of 2014 to be extended for one year
to December 2021 and for the grant of 2015 to December 2022.
The 2017 Stock Options Plan (approved by the AGM of
TITAN Cement Company S.A. of 2017)
According to this three-year Plan, the Board of Directors is
entitled to grant up to 1,000,000 stock options at a sale price
equal to €10.00 per share. Beneficiaries of this Plan are the
executive directors, directors holding senior positions at Group
or Regional or Country level in companies of TITAN Group, and
a limited number of employees, standing out on a continuous
basis for their good performance, having a high potential for
advancement.
The vesting period of the stock options granted in 2017, 2018
and 2019 is three years. As a result, the granted stock options
mature in December 2019, December 2020 and December 2021
respectively, provided that the beneficiaries were still employees
of the Group. After the completion of the three-year vesting
period, the final option rights number which the beneficiaries
will be entitled to exercise, shall be determined by the Board of
Directors, within the first four months of 2020 (done), 2021 and
2022 respectively and shall depend:
a. by 50%, based on the average three-year Return on Average
Capital Employed (ROACE) compared to the target of each
three-year period; and
b. by 50%, based on the overall performance of the Company's
TSR compared to the average overall performance of a
predefined international cement producing companies peer
group:
1. Lafarge-Holcim 5. CRH
2. Heidelberg 6. Buzzi
3. Cemex (in US$) 7. Argos (in US$)
4. Cementir 8. Vicat
The Plan’s beneficiaries are entitled to exercise their stock
option rights, either in whole or in part, within the first five
working days of each month paying the Company the relevant
amounts until the expiration date of their stock options, i.e. until
December of the third year after these stock options have been
vested.
8.13 Executive Directors’ contracts
The employment contracts of the Managing Director of the
Company as well as of the other Executive Directors and the
members of the Management Committee are contracts of
indefinite duration.
In case of termination of the employment contract of the
Managing Director, the Executive Directors and the members of
the Management Committee, at the initiative of the Company,
severance payment, as provided in the 2020 Remuneration
Policy, cannot exceed 18 months’ remuneration.
For the payment of additional compensation in case of
retirement or early termination of employment, Board approval
is required following respective recommendation of the
Remuneration Committee.
Notice periods are according to statutory law provisions.
Mr. Konstantinos Derdemezis was member of the Management
Committee until October 2020. In alignment with the Company's
Remuneration Policy, severance payment of 12 months'
remuneration was offered to K. Derdemezis as a way for the
Group to express its appreciation for the loyalty, hard work and
flexibility during the last 23 years.
Mr. Takis-Panagiotis Canellopoulos was Executive member of
the Board till March 2020. Following this date, he continued his
employment with Titan Cement Company S.A. and therefore no
severance payment was paid in 2020.
Corporate Governance
and Risk Management
Management
Report
63
9. Information to be disclosed pursuant
to Article 34 of the Royal Decree of 14
November 2007
In accordance with Article 34 of the Belgian Royal Decree of 14
November 2007, the Company hereby discloses the following items:
9.1 Capital Structure – Transfer of Company Shares
As referred above, in Section 2.1, on 31 December 2020, the
Company’s share capital amounted to €1,159,347,807.86
represented by 82,447,868 shares, without nominal value, with
voting rights, each representing an equal share of the capital.
The shares of the Company are of the same class and are either
in registered or in dematerialized form. Holders of shares may
elect to have, at any time, their registered shares converted to
dematerialized shares, and vice versa.
The Company’s Articles of Association do not contain any
restriction on the transfer of the Company’s shares.
9.2 Restrictions on voting rights
Each Share of the Company corresponds to one vote at the
Shareholder’s Meeting.
Article 13 of the Company’s Articles of Association provides that in
the event shares are held by more than one owner, are pledged, or
if the rights attached to the shares are subject to joint ownership,
usufruct or any other kind of split-up of such rights, the Board of
Directors may suspend the exercise of such voting rights until a
sole representative of the relevant shares is appointed.
9.3 Shares conferring special control rights
None of the Company shares carries any special rights of control.
9.4 Agreements between Shareholders of the Company,
which are known to the Company and contain restrictions
on the transfer of shares or on the exercise of voting rights
It is known to the Company, following the transparency declaration
received on September 7, 2020 and changes in shares that did not
require a transparency declaration due to the fact that the 5%
threshold was not exceeded either upwards or downwards, that the
following shareholders, holding in total 29,416,847, corresponding
to 35.68% of the Company’s voting rights, are acting in concert:
Andreas Canellopoulos, Leonidas Canellopoulos, Nellos-Panagiotis
Canellopoulos, Pavlos Kanellopoulos, Takis-Panagiotis Canellopoulos,
Trust Neptune, Alexandra Papalexopoulou, Dimitri Papalexopoulos,
Eleni Papalexopoulou and E.D.Y.V.E.M. Public Company Ltd.
9.5 Control mechanism of any employee scheme where the
control rights are not exercised by the employees
There is no employee scheme with such a mechanism.
9.6 Amendment of the Company’s Articles of Association
Any amendment of the Company’s Articles of Association must
be approved by the Extraordinary Shareholders’ Meeting and at
least 50% of the share capital must be present or represented. If
such quorum is not met at the first Extraordinary Shareholders’
Meeting, a new Shareholders’ Meeting may be convened and shall
validly deliberate and resolve irrespective of the share capital
present or represented.
An amendment of the Company’s Articles of Association is adopted
if it has obtained three-quarters of the votes cast, whereby
abstentions are not taken into account either in the numerator or
in the denominator.
9.7 Rules governing the appointment and replacement of
Board Members
Pursuant to Article 17 of the Company’s Articles of Association, the
Company is managed by a Board of Directors that shall consist of
a minimum of three and a maximum of fifteen directors, who shall
be natural persons or legal entities, whether or not shareholders,
appointed by the Shareholders’ Meeting.
The directors are appointed for a maximum term of three years
and may be reappointed. Their mandate may be revoked at any
time by the Shareholders’ Meeting.
When a legal entity is appointed a director, it must specifically
appoint an individual as its permanent representative to carry
out the office of director in the name and on behalf of the legal
entity. The appointment and termination of the office of the
permanent representative is governed by the same disclosure
rules as if the permanent representative was exercising the
office on his/her own behalf.
Should any of the director’s mandates become vacant, for
whatever reason, the remaining directors may temporarily
fill such a vacancy. The next Shareholders’ Meeting must
confirm the mandate of the co-opted director; in case of
confirmation, the co-opted director finishes the mandate of his
or her predecessor, unless the Shareholders’ Meeting decides
otherwise. If there is no confirmation, the mandate of the
co-opted director expires immediately after the Shareholders’
Meeting, without prejudice to the validity of the composition of
the Board of Directors until that date.
As long as the Shareholders’ Meeting or the Board of Directors, for
whatever reason, does not fill such vacancy, the directors whose
mandate has expired remain in function if the Board of Directors
would otherwise no longer consist of the minimum number of
directors required by law or the Company’s Articles of Association.
9.8 Powers of the Board of Directors
The Board of Directors is vested with the power to perform all acts
that are necessary or useful for the realization of the Company’s
purpose, except for those which the law or the Company’s Articles
of Association reserve to another corporate body.
The powers of the Board of Directors are further detailed in
the Company’s Articles of Association and in the Company’s CG
Charter, which are both available on the Company’s website
(https://www.titan-cement.com/) at the link: https://www.titan-
cement.com/about-us/corporate-governance/.
9.9 Power of the Board of Directors to issue and buy-back
shares
9.9.1
The Board of Directors, pursuant to article 6 of the
Company’s Articles of Associations and the relevant resolution of
the Shareholders’ Meeting of 13 May 2019, may increase the share
capital of the Company in one or several times by a (cumulated)
amount of maximum €1,106,211,679.40. The Board of Directors can
exercise this power for a period of five (5) years as from the date
of publication of the Annexes to the Belgian State Gazette of the
completion of the condition precedent of the amendment to the
Company’s Articles of Association approved by the Extraordinary
TITAN Cement Group
Integrated Annual Report 2020
64
Shareholders’ Meeting of 13 May 2019. This authorization may be
renewed in accordance with the relevant legal provisions.
9.9.2 Pursuant to Article 15 of the Company’s Articles of
Association, the Company may, without any prior authorization
of the Shareholders’ Meeting, in accordance with articles 7:215ff
of the Belgian Companies and Associations Code and within
the limits set out in these provisions, acquire, on or outside a
regulated market, its own shares, which correspond to maximum
20% of the issued shares, for a price which will respect the legal
requirements, but which will in any case not be more than 20%
below the lowest closing price in the last thirty trading days
preceding the transaction and not more than 20% above the
highest closing price in the last thirty trading days preceding the
transaction. This authorization is valid for five years from the date
of the publication of the completion of the condition precedent of
the amendment to the Company's Articles of Association approved
by the Extraordinary Shareholders' Meeting of 13 May 2019.
This authorization covers the acquisition on or outside a regulated
market by a direct subsidiary within the meaning and the limits
set out in article 7:221ff of the Belgian Companies and Associations
Code. If the acquisition is made by a direct subsidiary, the
dividends attached to the shares held by the subsidiary go to the
subsidiary.
The Board of Directors is authorized, subject to compliance with
the provisions of the Belgian Companies and Associations Code,
to acquire for the Company's account the Company's own shares
if such acquisition is necessary to avoid serious and imminent
harm to the Company. Such authorization is valid for three years
as from the date of publication of the completion of the condition
precedent of the amendment of the Company's Articles of
Association, approved by the Extraordinary Shareholders’ Meeting
of 13 May 2019, in the Annexes to the Belgian State Gazette.
The Board of Directors is authorized to divest itself of part of or
all the company’s shares at any time and at a price it determines,
on or outside the stock market or in the framework of its
remuneration policy to personnel or directors of the company or
to prevent any serious and imminent harm to the Company. The
authorization covers the divestment of the Company's shares by
a direct subsidiary within the meaning of the Belgian Companies
and Associations Code. The authorization is valid without any time
restriction, irrespective of whether the divestment is to prevent
any serious and imminent harm for the Company or not.
9.10 Important agreements which come into effect, are
amended or terminated in the event of change of control
of the Company, following a public tender offer
The Company has not entered into agreements, which come into
effect, are amended or terminated in the event of a change of
control of the Company, solely following a public tender offer.
It should be noted, though, that the Company has entered
into, as it is common, in agreements with a “change of control”
clause, specifying the right of the lending bank to request the
early repayment of the loan or the exit of the counterparty from
a company of the Group, in the event of a change of control in
the Company. In particular, a Multicurrency Revolving Facility
Agreement up to the amount of €200 million has been entered
into among the Group’s subsidiary TITAN Global Finance PLC,
a syndicate of lending banks, the Company and TITAN Cement
Company S.A. as Guarantors.
9.11 Agreements between the Company and the Board
Members or employees providing for compensation if the
Board Members resign or are made redundant without
valid reason or if the employment of the employees ceases
because of a takeover bid
The Company has not entered into any agreement with members
of the Board of Directors or employees providing for the payment
of compensation upon their resignation or dismissal without
valid grounds or upon termination of their tenure or employment,
due to a public tender offer.
10. Shareholder Information and Services
The Board as a whole is responsible for ensuring that a
satisfactory and effective dialogue with shareholders. The
Investor Relations team, together with the Managing Director,
the CFO and other Group executives, regularly meet with
institutional investors and participate in investor roadshows
and industry conferences. The announcements of the annual
and the interim Group results are accompanied by webcasts and
conference calls with analysts and investors.
All the regulatory and non-regulatory announcements, as well as
all other information related to the Company are available on the
Company’s website: www.titan-cement.com.
10.1 Investor Relations Department
The Investor Relations Department is responsible for monitoring
Company relations with its shareholders and investors, and for
communicating with the investor community on an equal footing,
in a transparent and timely manner concerning the Company’s
performance. The aim is to generate long-term relationship with
the investment community and retain the high level of trust that
investors have in the Group.
Investor Relations: ir@titan-cement.com
Investor Relations Director: Afroditi Sylla,
e-mail: syllaa@titancement.com
10.2 Shareholder Services Department
The Shareholder Services Department is responsible for providing
timely information to shareholders and for facilitating their
participation in General Meetings and to exercising their rights as
shareholders. The Department is also responding to correspondence
from shareholders on a wide range of issues.
Shareholder Services Manager: Nitsa Kalesi, e-mail: kalesin@titan.gr
10.3 Share Facts
10.3.1 Share Basic Data
Sector 5010 – Construction & Materials
Subsector 50101030 – Cement
Type Common share
Stock Exchange Euronext (Brussels & Paris), Athens Exchange
Number of shares 82,447,868
ISIN BE0974338700
CFI code ESVUFN
10.3.2 Tickers
Oasis Reuters Bloomberg
Euronext TITC TITC.BR TITC.BB
ATHEX TITC TITC.PA TITC.GA
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TITAN Group is active in a diverse geographical, business and
operational landscape, resulting in a multitude of potential risk
exposures, including strategic, sustainability (ESG), operational
and financial risks.
In order to effectively identify and mitigate such exposures,
the Group manages its risks in accordance with established
international practices for industrial companies, embedding
key dimensions of Enterprise Risk Management (ERM) into its
processes, systems, and governance. In particular, the following
five main components of the ERM framework supported by a set
of principles, provide the basis for the Group’s understanding and
management of risks associated with its strategy and business
objectives:
a. Governance and Culture, including oversight model, operating
structures, definition of desired cultural traits and commitment
to core values and development of appropriate talent;
b. Strategy and Objective-setting, including definition of risk
appetite, analysis of context, evaluation of options, and
formulation of strategic objectives;
c. Performance, including risk identification, assessment, and
prioritization, implementation of responses, and development of
risk portfolio view;
d. Review and Revision, including reviews of risk and performance,
assessment of changes, and continuous improvement of
approach;
e. Information, Communication, and Reporting, including
communication of risk information, use of IT, and reporting of
risk performance.
Risk Management process
TITAN's Risk Management approach includes management
practices to actively address risk, helping to safeguard the long-
term sustainability of its business. It comprises a management
system including strategy-setting, organization, governance,
policies, reporting, communications with stakeholders, and
measurement of performance across all units of the Group.
The Board has overall responsibility for determining the nature and
extent of the principal risks that the Group is willing to assume in
achieving its strategic objectives. Risks are addressed on a day-
to-day basis by the Group’s management at various levels in the
organization according to the nature of each risk. As a result, risks
are identified and quantified using multiple sources and are reported
in the course of the planning and performance management cycle of
the Group, ensuring a quick and effective response.
Complementing this risk management culture and approach that
is integral to the Group’s business processes and decision-making
(both strategic and operational), the Group undertakes on a regular
basis a systematic exercise to assess all material risks faced by
the Group that could affect its business model, performance,
solvency, or liquidity. This exercise was also performed in 2020
by a risk management committee consisting of senior managers
from the Group’s Strategic Planning, Legal and Internal Audit, Risk
and Compliance departments, which identified the Group’s main
risks and categorized them as “strategic”, “operational”, “ESG”, and
“financial” risks.
These were then assessed along the following three dimensions,
in line with industry best practices:
a. Probability: scale from 1 (Rare) to 5 (Almost certain)
b. Impact: scale from 1 (Incidental) to 5 (Extreme)
c. Preparedness: scale from 1 (Low) to 5 (High)
Risks were categorized using established risk taxonomies relevant
for the Group’s business (provided by consultants and external risk
experts). They were then assessed using a variety of techniques,
including the benchmarking of sector practices, enriched with
the advanced practices of other industries, the qualitative and
quantitative assessment of the risk elements, the evaluation
of possible outcomes against the Group’s strategic objectives,
the risk elaboration of the Group’s material issues (as defined in
the recent Materiality Assessment exercise), the evaluation of
risk ownership and the recording of mitigating actions that are
adopted or planned. The initial assessment was iterated with input
from key Group managers. The risks were then cross-referenced
with the final output of the Group’s materiality assessment
exercise and reviewed by the Group Executive Committee. Finally,
the Board validated the relevant risk assessment and monitored
TITAN’s risk management and internal control systems, reviewing
their effectiveness (covering all material controls, including
financial, operational, organizational, and compliance controls).
Risk Management governance
and controls
In TITAN Group, risk is managed at three levels, in line with
industry best practices.
Risks are managed on a day-to-day basis by the Group’s
management at various levels in the organization according to the
nature of each risk. TITAN’s risk governance framework follows
a customized approach that best addresses the particularities of
each risk area and ensures the optimum degree of risk ownership
and accountability for the appropriate mitigation actions. Frontline
management executes its risk management role in accordance
with policies and standards, monitors and mitigates risks as part
of performance management, and identifies and escalates risks as
required. This first level of management includes the integration
with key business processes (e.g. capital expenses review stage
gates, M&A review, strategic planning).
At a second level of risk governance and control, the central risk
team (i.e., the Internal Audit, Risk & Compliance unit) ensures
adherence to the ERM framework and internal policies and
monitors its systematic assessment by aggregating risk insight,
integrating input and analysis across the Group, and sharing
policies and recommendations across the organization.
At the senior level, the Board has the overall responsibility for
determining the nature and extent of the principal risks that the
Group is willing to assume in achieving its strategic objectives.
The Board, through all its Committees, discusses and assesses
on a regular basis the main areas of risk to which the Group is
exposed, identifies new risks, defines the risk appetite of the
Group and monitors the effectiveness of the risk management and
internal controls. The Board has delegated responsibility for the
monitoring of the effectiveness of the Group’s risk management
and internal control systems to the Audit and Risk Committee.
Risk Management
TITAN Cement Group
Integrated Annual Report 2020
66
In parallel, the Group Executive Committee provides strategic
direction, an independent view of risks among all operating units,
and coordination among them as needed.
According to this framework, strategic and financial risks are
managed mainly by the Group Executive Committee, Group
Finance, and the Capex Committee. The management of most
operational and sustainability risks is to a large extent embedded
into the daily operation and processes of the local business units.
A number of risks, including legal and compliance risks, as well as
operational and sustainability risks, including environmental risks,
risks regarding energy and fuel prices, availability and cost of raw
materials, safety at work, labor issues, brand, and reputation, are
managed both at Group level by the Group Executive Committee
and the competent Group functions (Internal Audit, Risk &
Compliance, Group Legal, Group Procurement, Group Corporate
Affairs, Group IT, Group Communication, Group HR) and also at
the local business unit level (BU Legal, Procurement, Corporate
Social Responsibility, HR units). This approach ensures that line
management owns all the operational and sustainability risks that
occur at the level of individual businesses and enables a strong
risk culture embedded in all relevant decision-making. At the same
time, all risks of higher magnitude that are relevant at Group level
are managed centrally, aggregating risk data points from multiple
sources across the organization, integrating insights, and crafting
mitigating action plans that can be shared among all appropriate
organizational levels.
The Group Executive Committee is also responsible for setting
Group policies and ensuring that they are implemented throughout
the Group. To that end, a set of Policies provide the necessary
framework and reference point for a number of risk areas. In
parallel, the ethics and compliance programs implemented
throughout TITAN’s operations ensure that the Group’s principles
and values are integrated into the day-to-day operations and the
risk management culture is reinforced across the Group.
The effectiveness of the systems and policies implemented at
Group and business unit level are systematically reviewed by the
Group Executive Committee and the business units’ management,
including for compliance with relevant standards of the Group.
Whenever weaknesses are identified, corrective measures are
taken.
Group Internal Audit, Risk, and Compliance reports on the
effectiveness of the risk management and internal control
frameworks to the Audit and Risk Committee on a regular basis.
The Board and the Audit and Risk Committee receive on a regular
basis management reports on the key risks to the business and
the steps taken to mitigate such risks and to consider whether the
significant risks faced by the Group are being properly identified,
evaluated and managed.
TITAN’s principal risks
Strategic risks
• Climate change mitigation and adaptation
The cement industry is potentially sensitive to ever more stringent
carbon regulations. For example, the Group’s operations in Greece
and Bulgaria are required to comply with an EU-wide cap and
trade emissions scheme, namely the European Trading Scheme
(ETS), under which industrial installations must report and
control their CO₂ emissions on an annual basis. This may result
in additional capital expenditure and reduced profitability due
to increases in operating costs; because of this, the Group may
face increased competition from cement producers operating
outside the EU, which do not incur ETS compliance costs. A mulled
Carbon Border Adjustment Mechanism (CBAM) to protect against
“carbon leakage” is still under design and may eventually prove
ineffective. Beyond operations in the EU, additional countries in
Titan’s footprint that do not face stringent carbon regulations
today could in the future adopt CO₂ pricing or other carbon
regulations, resulting in an uneven playing field if “carbon leakage”
is not adequately addressed (for example resulting in reduced
competitiveness of exports).
Moreover, the surging climate agenda may promote the use of
concrete substitutes for construction as more environmentally
friendly for end users.
Finally, the possible increase in the frequency of extreme natural
events (physical risks such as hurricanes, storm surges, flooding,
wildfires, etc.), potentially as a result of climate change, could
disrupt our asset base and production and/or distribution capacity.
The Group closely monitors relevant regulatory developments
and takes proactive measures to mitigate potential negative
consequences. A scenario-modelling approach has been adopted
for the examination of possible outcomes (transitional risks) and
the identification of appropriate roadmaps of mitigating actions
for the safeguarding of the Group’s business resilience. Such
measures include the reduction of the amount of clinker used in the
production of cement, the use of alternative fuels, energy efficiency
measures, the development of new products (including low-carbon
clinker), and continuous innovation across the value chain. Indeed,
the Group is engaging in research collaboration with the scientific
community on less carbon-intensive cements and concretes (e.g.
using cementitious materials and chemical additives) to develop and
promote the use of new “green” concretes and create a level playing
field versus other building materials.
With regards to the mitigation of the effects of possible physical
impacts on the Group’s assets from extreme natural events caused
by climate change, the company is implementing a set of proactive
protective measures for its assets and developing continuously
updated emergency plans. The Group also ensures adequate
insurance policies against physical damage or temporary loss of
business, as well as the ready availability of sufficient liquidity to
absorb any potential impacts.
• Industry cyclicality
The building materials industry is dependent on the level of
activity in the construction sector, which tends to be cyclical
and dependent on various factors, including, but not limited to,
the level of infrastructure spending, the demand for private and
commercial real estate, mortgage lending, local economic activity,
inflation, and interest rates. The Group’s business, operational
results, or financial condition could be adversely affected by a
continued deterioration of the global economic outlook or cyclical
weakness in the construction industry on a global scale or in a
significant market in which it operates.
• Market conditions
The Group operates both in mature markets, such as the USA and
Western Europe, and in emerging markets, such as Egypt, Turkey,
and Brazil. Some of these markets contribute significantly to
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the Group’s revenues and/or profitability. As a result, any future
deterioration in the global economic environment, or in any
particular market, that contributes significantly to the Group’s
revenues and profitability could have a material adverse effect
on the construction sector, and consequently, on the Group’s
business, operational results and financial condition.
• The concentration of a large proportion of the Group’s
business, operations, and assets in the USA
A large proportion of the Group’s business, operations, and assets
is concentrated in the USA, in particular in Virginia, Florida, North
and South Carolina, and New Jersey, and the Group’s operational
results are heavily dependent on the Group’s performance in
the USA. In addition, the Group’s financial performance in the
US market is heavily affected by fluctuations in the US dollar-
euro exchange rate, with a weakening of the dollar against
the euro having a significant negative effect on the Group’s
operational results on a consolidated level. Any decrease in
cement consumption, building activity, or public spending on
infrastructure in any of the US markets in which the Group
operates, or a combination of the above, or any depreciation of the
US dollar against the euro, could have a material adverse effect on
the Group’s operating performance, business and profitability.
• Political and economic uncertainty
The Group operates and may seek new opportunities in emerging
markets with differing and, at times, volatile economic, social
and political conditions. These conditions could include political
unrest, civil disturbance, currency devaluation, and other forms
of instability and may result in sudden changes to the operating
and regulatory environment. Changes in these conditions may
adversely affect the Group’s business, operational results, financial
performance and/or prospects.
The annual budgeting and strategic review process, along with
the regular monitoring of financial results and forecasts, helps
track political and economic events that may create uncertainties
regarding financial performance. Where political tensions are
heightened, mitigation measures are in place to provide maximum
protection of TITAN’s people and assets.
• Global systemic disruption including COVID-19
pandemic risk
Global-level disruptions can affect the Group’s operations in
diverse and largely unpredictable ways but have a common thread:
they would impact almost all our BUs/areas of operation (vs. more
localized impacts). Such events could have a multitude of sources,
for example:
• Climate, e.g. extreme weather events, environmental disasters;
Societal, e.g. pandemics causing loss of demand due to economic
downturn and loss of production due to health crisis (including
COVID-19), crises of essential resources (food, water);
Large scale conflicts, e.g. interstate conflicts, trade wars causing
disruptions in supply chains;
Global data infrastructure, e.g. nationwide cyberattacks, global
information & communication infrastructure compromises
disrupting global and/or regional financial and trade systems.
To anticipate and mitigate the effects of such globally relevant
macro disruptions, the Group is engaging in risk assessments,
scenario evaluation, and contingency planning at strategic,
operational, and people (health & safety) levels. In addition,
disaster-control protocols to mitigate the effects of health and
safety-related crises are continuously updated, and financial
resilience measures to bolster the Group’s balance sheet and
insurance coverage are effected. On a strategic level, the Group’s
geographical diversification can provide a high degree of resilience
against the effects of more regional disruptions.
A particular focus on the potential risk assessment of COVID-19
(SARS-CoV-2) was placed in 2020, given the prevalence of
the global pandemic. The potential effects of the pandemic
assessed early in the course of the health crisis encompassed
dimensions such as the health and wellbeing of personnel,
disruptions in production capacity of our assets, the drop of
demand for the Group’s products in particular markets and supply
chain disruptions affecting the local and international flows of
materials and people. To address such potentially emerging risks
a contingency plan was developed, including COVID-specific
workplace health protocols and policies, review of production and
supply chain processes, safeguarding of critical supplies, dedicated
reporting to enhance the ability to detect potential impacts in
our markets, and a focused plan to bolster the financial health
and resilience of the Group. These measures, which successfully
addressed the relevant risks in 2020, are being continuously
evaluated and reviewed to enable the Group to adapt to the
evolving COVID pandemic.
Financial risks
The Group, due to the nature of its business and its geographical
positioning, is exposed to financial risks associated with foreign
currency, interest rates, liquidity, and leverage, as well as
counterparties. Financial risks are managed by Group Finance and
Treasury.
The Group does not engage in speculative transactions or
transactions which are not related to its commercial and
business activities.
• Foreign currency risks
Group exposure in foreign currency derives from existing or
expected cash flows and from acquisitions and/or investments
denominated in currencies other than the euro. The Group’s net
foreign currency transaction risk mainly arises from USD, EGP, RSD,
LEK, GBP, BRL, and TRY.
Natural hedges (equity invested in long-term fixed assets and
borrowings in the same currency as the activities that are being
financed), currency swaps, and forward foreign currency contracts
are used to manage currency exposures.
• Interest rate risks
The Group’s exposure to interest rate changes and increased
borrowing costs are managed through employing a mix of fixed-
and floating-rate debt and interest rate derivatives, where
appropriate. The ratio of fixed to floating rates of the Group’s
borrowings is decided on the basis of market conditions, Group
strategy, and financing requirements.
As at 31 December 2020, the Group’s ratio of fixed to floating
interest rates stood at 93%/7% (31 December 2019: 92%/8%).
TITAN Cement Group
Integrated Annual Report 2020
68
• Liquidity and leverage risks
In order to manage liquidity risks and to ensure the fulfilment of
its financial obligations, the Group maintains sufficient cash and
other liquid assets, as well as extensive committed credit lines
with several international banks, which complement its operating
cash flows.
The Group’s financial position allows it to have access to the
international financial markets and raise needed funds.
• Counterparty risks
Counterparty risk relating to financial institutions’ inability
to meet their obligations towards the Group deriving from
placements, investments, and derivatives, is mitigated by pre-
set limits on the degree of exposure to each individual financial
institution as well as by utilizing the collateral mechanism of credit
support agreements (ISDA CSA Agreement). As at 31 December
2020, the majority of Group liquidity was held with investment-
grade financial institutions with pre-agreed credit support
agreements.
The Group is also exposed to counterparty risks relating to
customer receivables. Customer receivables primarily derive from a
large, widespread customer base. The financial status of customers
is constantly monitored at the business unit level and, where it
is deemed necessary, additional security is requested to cover
credit exposure. As at 31 December 2020, all outstanding doubtful
receivables were adequately covered by relevant provisions.
Environmental, Social and Governance (ESG) Risks
• Health and safety
Cement production and the operation of quarries and ready-mix
facilities have inherent safety risks which could be influenced
by factors outside the Group’s control. Ensuring health and
safety and preventing accidents at work is a priority for TITAN.
Excellence in the area of health and safety is embedded in all
TITAN operations and activities. The Group has implemented
detailed policies and procedures promoting Health and Safety,
including the coverage by an adequate number of safety
engineers in all production units. Particular emphasis is placed
on training and raising safety awareness and on the strict
application of safety systems and processes.
TITAN’s Group Health and Safety Policy mandates assessment of
all incidents, proactive planning, the setting of specific targets,
safety training, and the monitoring of progress. Health monitoring
of employees is performed regularly.
In parallel with all the other preventive measures, TITAN’s
production and construction sites are regularly audited by the
Group’s safety specialists.
• Risks related to the environment
The Group’s operations are subject to extensive environmental
and safety laws and regulations in the USA, the EU, and elsewhere,
as interpreted by the relevant authorized agencies and the
courts. These may impose increasingly stringent obligations and
restrictions regarding, among other things, land use, remediation,
air emissions, waste and water, and occupational and community
health and safety. The costs of complying with these laws and
regulations are likely to increase over time. With a view to
continuously managing the environmental impact of its operations,
TITAN applies in all its plants management systems to monitor
and report their environmental impact. The Group’s Environment
Policy and environmental management provide targets for the
reduction of air emissions, the protection of biodiversity, water
and waste management, and quarry rehabilitation. In 2020, there
was one case of a significant fine related to non-compliance of
TITAN operations with environmental laws
2
.
2
In the USA,32,434 euros were paid by Titan Florida LLC for settlement of
violations issued to the Pennsuco cement facility in 2018 for infractions
concerning air emissions monitoring and reporting. Titan Florida LLC and in
specific Pennsuco has made changes to their internal reporting procedures
to avoid any such occurrences in the future.
• Human Resources, Diversity & Inclusion
Cement companies, including ΤΙΤΑΝ face a multitude of potential
risks related to their human resources and talent management.
Existing processes to recruit, develop and retain talented
individuals and promote their mobility may be inadequate, thus
potentially giving rise to risks of employee and management
attrition, difficulties in succession planning, and an inadequate
pipeline of future talent, potentially impeding the continued
realization of high operational performance and future growth.
Moreover, success in enforcing its Human Rights and Diversity
and Inclusion policies is increasingly crucial in determining how
the Group is perceived by key stakeholders, such as current
and prospective employees, consumers, and investors. Greater
diversity in the Group’s human capital increases the likelihood
of innovation that contributes to business growth, and higher
degrees of inclusion foster better employee engagement,
productivity, and company loyalty, resulting in higher talent
retention rates and overall employee engagement.
ΤΙΤΑΝ is actively pursuing a rich agenda of actions to develop
its talent management, including the updating and diffusion of
its relevant HR policies (such as its Human Rights and Diversity
& Inclusion policies) and people development processes.
Relevant measures pursued include employee surveys, focus
groups for feedback, training and capability-building programs,
adoption of Diversity & Inclusion global best practices, provision
of ubiquitous access to the TITAN Group reporting platform
EthicsPoint®, and the fostering of a continuous dialogue on
industrial relations with all relevant stakeholders.
• Regulatory compliance risk
The Group is subject to many local and international laws
and regulations, including those related to competition law,
corruption, and fraud, across many jurisdictions of operation and
is therefore exposed to changes to those laws and regulations
and to the outcome of investigations conducted by governmental,
international or other regulatory authorities. Potential breaches
of local and international laws and regulations in the areas of
competition law, corruption, and fraud, among others, could result
in the imposition of significant fines and/or sanctions for non-
compliance, and may inflict reputational damage. To address such
risks, all operations are continuously monitored by the Group Legal
and Group Internal Audit, Risk and Compliance departments and
appropriate training is conducted to ensure that the Group’s Code
of Conduct and relevant Group Policies are effectively adhered to.
Exposure to the risk of corruption is also systematically monitored
at local and Group levels, and relevant reports provided by
independent organizations such as Transparency International,
are examined. Following the publication of 2020 Transparency
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69
International Corruption Perception Index (see Table 5 in the
section “Management Report, ESG Performance Statements”),
the perception of corruption follows a negative trend for 50% and
a positive trend for 50% of the countries where TITAN currently
operates.
Operational Risks
• Production cost (including raw materials and energy)
Thermal and electrical energy and fuel costs, freight rates
or other transportation costs, and the cost of raw materials
constitute the most important elements of the Group’s cost
base. Increases or significant fluctuations in energy and fuel
costs, freight rates, or other transportation costs could adversely
affect the Group’s operational results, business, and financial
condition, especially if it is unable to pass along higher input
costs to its customers.
In order to reduce costs and also curtail its environmental
footprint, the Group is investing in low energy-requirement
equipment and in energy efficiency. Ensuring access to the
required quality and quantity of raw materials is an additional
priority, which is taken into account when planning a new
investment. With regard to existing facilities, care is taken to
secure the adequacy of the supply of raw materials during the
facilities’ entire lifetime.
The Group is investing in the use of alternative raw materials in
order to gradually limit its dependence on natural raw materials.
• Risks arising from various risks of business interruption,
including as a result of natural disasters
Beyond the risks associated with extreme natural events as a
potential consequence of climate change described above, the
Group is subject to stringent and evolving laws, regulations,
standards, and best practices with respect to the environment,
relating to, among other things, climate change, noise, air,
water, and soil emissions, as well as waste disposal. The costs of
complying with these laws and regulations are likely to increase.
With a view to the continuous improvement of the environmental
impact of its operations, TITAN applies in all its plants
management systems to monitor and report their environmental
impact.
• Cybersecurity risks
Cyberattacks may compromise the Group’s IT (Information
Technology) and OT (Operations Technology) systems, data, and
operations. There is a variety of potential threat actors (from
internal staff to full-scale shadow organizations), with a diverse
level of motivation, sophistication of attack systems, skills, and
resources. Attacks could range from incidental in a minor location
or domain, to a plant-specific event, company-wide attacks
and even attacks affecting the broader industry and its external
partners (suppliers, banks, customers).
Loss or corruption or leakage of data may be crucial for:
• sales, purchases, or financial transactions (incl. banking fraud)
• confidentiality and GDPR-related commitments
• operations (e.g., plant operational data used by control systems)
IT systems’ breakdown or corruption could require lengthy
remediation action, while OT systems breakdown or corruption
could cause operational disruption in our plants and loss of
production.
The Group is taking a variety of measures to address such
risks, including the analytical understanding of such threats
and the creation of detailed mitigation plans, the development
of cybersecurity policies and procedures (including the Group
Information Security Policy), the increase of underlying security of
critical IT and OT assets, the development of operational recovery
plans, and the implementation of monitoring and reporting
protocols on identified potential risks.
• Supply Chain Disruption
The integrity and profitability of the Group’s production and
customer-facing operations depend on its ability to safeguard
critical resources for the uninterrupted manufacturing of its
products. Scarcity of natural resources, such as water and
aggregates reserves, could have a materially adverse effect on the
Group’s costs and operational results.
Additionally, should existing suppliers cease operations or reduce
their production of key materials and production inputs, sourcing
costs for the Group could increase significantly or necessitate the
search for alternatives.
To mitigate such risks, the Group constantly evaluates its supply
chain resilience, develops strategic options for the provision of
its most critical supplies, and seeks to secure production inputs
through short and long-term contracts to ensure the necessary
quantity, quality, and availability of required products. It also
strives to secure long-term raw material reserves for its most
critical production inputs. Finally, by deploying a scenario-logic in
its planning processes, the Group is proactively developing flexible
and resilient sourcing strategies to withstand possible variability in
the supply markets.
TITAN Cement Group
Integrated Annual Report 2020
70
ESG
performance
review
An overview of our performance
on the environmental, social and
governance pillars, and our ESG
statements.
Management Report
71
72
ESG performance
review
TITAN’s ESG performance overview covers issues identified
and prioritized as material to our key stakeholders. Climate and
energy, occupational health and safety, people management and
development, environmental management, and sustainability of
communities remained at the top of the list of the Group material
issues. Governance, transparency, and business integrity are also
acknowledged among the material and relevant issues for TITAN
and its stakeholders. In the 2020 Management Report, the term
“non-financial” has been replaced by “ESG” as it is of broader
understanding and use by stakeholders and users of the annual
report. In addition, a section on TITAN’s response to the pandemic
has been added as it was among the Group’s top priorities during
the reporting year.
TITAN’s response to COVID-19
In 2020, safeguarding our people and Group operations against
COVID-19 was a top priority. In close cooperation with medical
specialists, guidelines were quickly prepared, and action plans
were implemented at all TITAN sites, engaging employees,
contractors, customers, and external service providers.
Following the emergence of the COVID-19 pandemic, TITAN’s
business units monitored and evaluated the situation
continuously. In all operations, risk assessment and contingency
plans were designed and enforced, local guidelines were drawn up,
hygiene measures were increased, and medical and psychological
support were provided by experts or through health care
programs. In addition, the Group transitioned swiftly to remote
working and virtual meetings by providing the necessary hardware
and being proactive in reducing or canceling travel and large
meetings and events. Additional protective measures were also
taken for people working on-site, such as reducing the number of
employees working physically at sites, rearranging shifts, providing
temperature scanning, increasing sanitization, facilitating
commuting by employees by providing additional buses,
promoting social distancing, and offering PCR testing. Changes
in the administration of the operations and transportation of
employees were customized according to each case.
In the US, under a new emergency sick and quarantine protocol,
Titan America provided sick pay to employees diagnosed with
COVID-19 and for colleagues who had to quarantine due to potential
exposure to the virus. In addition, the cost of COVID tests was
borne by the company’s medical plan insurer, which encouraged
ESG performance overview
employees to take the test and enabled effective contact tracing.
Together, these measures protected the workplace from the spread
of infections and prevented operational disruptions.
TITAN has so far managed to deal effectively with the waves of the
ongoing pandemic and, by open and intense communication with
employees, providing them with regular updates, information, and
guidelines. In addition, several business units gathered feedback
from employees on the effectiveness of the measures taken,
through pulse surveys and relevant initiatives. TITAN Turkey
was one of the first companies in the country to be awarded the
COVID-19 Safe Production Certificate by the Turkish Standards
Institute (TSI).
Furthermore, TITAN invested a significant amount of time and
resources in taking dedicated measures in order to minimize the
risk of potential supply chain disruptions, both for global and local
suppliers, while taking supporting actions aimed to help local
partners and contractors sustain their business during the crisis.
The response successfully mitigated all potential threats and
resulted in no delays in the supply of critical products and services
to individual business units.
Climate change
TITAN has long been committed to reducing its operational
carbon footprint worldwide and to contributing to the de-
carbonization of the construction value chain, thus actively
participating in the global collective effort toward a carbon-neutral
future. De-carbonization poses risks to the cement industry,
primarily through an uneven application of carbon pricing in
different regions of the world. At the same time, it also provides
opportunities for innovation and growth, as it requires a profound
reshaping of the energy and construction materials sectors.
TITAN is committed to the COP21 Paris global goal of keeping the
increase in global temperature well below 2°C, and preferably to
1.5°C, compared to pre-industrial levels, and to the UN Sustainable
Development Goals 2030. The Group also supports the European
Green Deal vision of carbon neutrality by 2050 and endorses the
Global Cement and Concrete Association (GCCA) 2050 Climate
Ambition, the cement industry’s joint effort that provides the
roadmap to achieve carbon neutrality.
Climate change mitigation indicators 2020 2019
Group level (cement operations)
Specific net Scope 1 CO₂ emissions
(kgCO₂/t cementitious product)
674 677*
Alternative fuel thermal substitution rate (%) 13.1 13.5*
Clinker-to-cement ratio (%) 82.4 82.9
*Note: figures slightly adjusted from last year’s disclosures based on updated
data
Since 2006, TITAN Group has set reduction targets to address
carbon emissions in line with the Kyoto Protocol. Building on the
CO₂ reduction already achieved, in 2020, the Group improved its
specific emissions (674kg CO₂ per ton of cementitious product),
recording a 13.4% reduction compared to 1990 levels. Despite
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falling short of the 20% reduction target, mainly due to regulatory
and market conditions that influence product and fuel mix,
the Group remains determined to address the climate change
challenge and commits to achieve a level of 500kg CO₂ per ton
of cementitious product specific net Scope 1 CO₂ emissions by
2030. Scope 2 emissions were reduced by 5.4% (compared to 2019)
in 2020, bringing them to 58.8kg CO₂ per ton of cementitious
product. TITAN has already measured Scope 3 indirect emissions
at two of its plants in Greece and Serbia, identifying critical areas
of carbon emissions in the supply chain. In 2021, it will start to
monitor scope 3 emissions at all its cement plants.
In cooperation with local stakeholders, TITAN Group continued
to utilize technological advances, developed in-house or by its
partners, to maximize the use of available alternative fuels and
materials. Alternative fuel utilization slightly decreased, achieving a
total substitution rate of 13.1% on thermal basis compared to 13.5%
in 2019. Biomass use also remained unchanged, reaching a thermal
substitution rate of 3.8%. In 2020, the Group inaugurated a new
processing line for alternative fuels at the Pennsuco cement plant in
Florida and upgraded alternative fuels feeding installations in several
of its cement plants in Europe. The Thessaloniki cement plant in
Greece expanded its environmental permit to facilitate the use of
Solid Recovered Fuel/Refuse Derived Fuel (SRF/RDF) from municipal
solid waste (MSW), while in Bulgaria and the USA, the Group’s
plants installed equipment, which enables the utilization of natural
gas, thereby reducing their carbon footprint. Dried sewage sludge,
refinery sludge, tires, SRF/RDF, and agricultural waste were used to
substitute conventional solid fuels in several of the Group’s plants
in 2020. The Group recorded a slight decrease in its thermal basis
alternative fuels substitution rate, which reached 13.1% compared
to 13.5% in 2019. Two of the Group’s plants in Greece – Kamari and
Thessaloniki – and the Zlatna Panega plant in Bulgaria managed
to increase their use of alternative fuels and are leading examples
in the Group for the substitution of fossil fuels. In contrast, the
limited availability of suitable streams and the delays in obtaining
permits restricted the Group’s ability to make more extensive use
of alternative fuels in other regions. Similarly, and in collaboration
with its clients, the Group product portfolio was further developed
to include, as of 2020, significant volumes of low-carbon cements
and concrete, with a high content of limestone, fly ash and/or other
cementitious materials. In the USA, Type IL cement, which has a
higher limestone content, already has good market penetration,
while in TITAN Greece received all the necessary cement
certifications to facilitate this transition.
Addressing stakeholders’ increasing expectations for
environmental, social, and governance (ESG) disclosures, the Group
further advanced its climate-related disclosures. TITAN responded
for the first time to the CDP (formerly Carbon Disclosure Project)
climate change and water security questionnaires.
The Group’s plants in Greece and Bulgaria, where the EU Emissions
Trading Scheme (EU ETS) is in force, are entering Phase IV (2021-
2030) with a long position, which should last for at least five years
assuming there is no significant change in the EU ETS rules, thus
minimizing the Group’s financial exposure.
As energy management is closely connected to the sector’s
de-carbonization roadmap, TITAN is systematically monitoring
energy consumption and efficiency. Reduction of electrical
consumption was achieved over the last years with the installation
of advanced equipment, like low energy vertical roller mills, roller
presses, or motors with inverters. In the case of thermal energy,
the frequent inspections of equipment and timely maintenance
by plant teams, and the replacement or installation of new
energy-efficient equipment (e.g., grate coolers and 5-stage
preheaters, careful selection of fuels, use of mineralizers as
well as optimization of the operations) helps sustain this good
performance. In 2016, the Group made its first step in applying
energy efficiency management systems in its cement plants.
The Tokat cement plant in Turkey was the first to be certified
according to ISO 50001, followed by the Greek cement plants
and Roanoke cement plant in the US. TITAN Group continued on
the path of expanding the use of energy efficiency management
systems. In 2020, the Pennsuco cement plant in Florida successfully
completed the process and was granted its ISO 50001 certification.
Other TITAN facilities are currently working on the development
of such systems, aiming to obtain certification during 2021. The
Group’s clinker capacity covered with ISO 50001 represents 54.9 %
of its total clinker production, exceeding the target of 50.0% set for
2020.
Circular economy
The circular economy, according to which practices, such as
reuse, recycling, and recovery of materials and energy, replace the
practice of produce-consume-dispose, is crucial to reducing waste,
minimizing the need for primary raw materials and landfill while
contributing to combating climate change.
Recognizing the circular economy as fundamental for developing
a more sustainable business model, TITAN works on adopting
and integrating practices in alignment with its principles. Energy
efficiency, the conscious use of raw materials, the use of alternative
raw materials and fuels and the implementation of efficient waste
management systems are proven means of adding value throughout
the value chain as well as providing solutions at a local level.
In 2020, TITAN implemented programs to collect ready-mix
concrete waste and concrete returns for use as alternative
raw materials for clinker, cement, concrete and concrete block
production, and as aggregates for pavements and other uses.
ST Equipment & Technology (STET) in the USA, a wholly-owned
TITAN subsidiary, develops and supplies specialized processing
equipment for the beneficiation of fine particle materials, such
as fly ash, industrial minerals and organics. STET develops and
promotes the use of waterless, energy-efficient, and low-emission
technologies and has committed to the UN Global Compact to
replace water-intensive mineral processes.
Waste produced by the Group as part of its everyday activities is
collected, stored, and disposed of through authorized contractors
for reuse, recycling, or recovery, with the aim to promote higher
levels of waste management and to minimize landfill. The recycling
of concrete returns diverted from landfill increased by almost 15%. As
a result, the percentage of total waste produced that was collected,
stored, and channeled, through authorized contractors, for reuse,
recycling, or recovery increased to 82.6%, compared to 76.8% in 2019.
In 2020, the Pennsuco cement plant in the USA was recognized as
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the first cement plant in the world to be Total Resource Use and
Efficiency (TRUE) Platinum certified for zero waste.
The Group continued its efforts to increase the use of alternative
raw materials in clinker, cement, and concrete production
and developed new blended cement products to address the
current and future needs of its customers. The use of alternative
raw materials in the production of clinker and cement slightly
decreased in 2020 (6.4% of total consumption), mainly due to the
unavailability of such alternative sources in the countries and
markets where the Group operates as well as market demands,
and regulatory restrictions.
Environmental management
In line with the Group’s priority to continuously mitigate the
environmental impact of its operations and the increasingly
stringent restrictions imposed on land use, rehabilitation, air
emissions, waste management and water use, TITAN applies
in all its plants management systems to monitor and report
environmental impact against specific targets.
For more than 20 years, in line with its environmental policy, the
Group discloses measurable qualitative and quantitative targets
to monitor its progress. TITAN considers this a significant driver
for continuous improvement, strengthening both its operational
efficiency and its focus on sustainability. At the same time, TITAN
is engaged in a long-term process with experts and stakeholders,
seeking meaningful ways to understand society’s needs and
contribute to a net positive local impact for the communities in
which it operates. In 2020, a new online platform was launched
in Greece to make air emission data from TITAN’s cement plants
publicly available on a daily basis. Similar initiatives exist in other
regions in which the Group operates.
Over the years, TITAN has devoted considerable human resources
and invested heavily in incorporating Best Available Techniques
(BAT), reaching and sustaining an advanced environmental
performance level. The upgrade and modernization of all existing
or acquired plants with new bag filters, hybrid filters, de-NOx
equipment (SNCR), the installation of closed storage and the
feeding of alternative fuels, water recycling, and wastewater
treatment facilities, ensure that TITAN’s performance meets
existing and potential new regulatory requirements, as well as its
own targets, which are often more demanding.
TITAN Group is implementing environmental management
systems (EMS) across its operations, realizing solutions that
best fit local needs. All Group cement plants have an ISO 14001
environmental management system, except those located in the
USA, which have adopted a system that is aligned with local and
federal regulatory requirements.
Dust and other air emissions
Apart from greenhouse gas (GHG) emissions that have a global
effect, other air emissions and, primarily, dust are among the
issues identified as material by TITAN’s local stakeholders. In
recent years, the Group ran an extensive investment program to
install new or upgrade existing dusting equipment in the stacks
of kiln lines. TITAN has also invested heavily in technologies that
can reduce NOx emissions, like Selective Non-Catalytic Reduction
(SNCR) systems and low NOx burners, as well as flame reduction
and secondary firing, while applying best practices to abate SOx
emissions, where needed. In all TITAN facilities, continuous efforts
are made to ensure compliance with the limits stipulated in the
environmental permits as well as specific conditions set by the
local authorities.
Monitoring and reporting air emissions are part of the Group’s
effort to mitigate its impact on the environment. Aligning with
legal and sectoral requirements, TITAN monitors and reports
greenhouse gas emissions (CO₂), as well as dust, NOx, SOx, TOC,
HCl, HF, and NH₃ mostly through continuous emissions monitoring
systems. Minor emissions like PCDD/PCDF and heavy metals
are spot measured by accredited independent laboratories at a
frequency equal or higher than that mentioned in the permits. In
line with our commitments and permits, CO₂, dust, NOx, and SOx
emissions are covered by independent third-party verification.
The systematic monitoring of fugitive dust emissions safeguards
the health of employees and reduces the impact on nearby
areas. The Group ensures the proper maintenance and optimal
functioning of machinery and equipment and applies rigorous rules
on the transport of materials within its plant sites and beyond.
Furthermore, air emission dispersion studies, which consider
all local characteristics (atmospheric and geomorphological
conditions) and are conducted in collaboration with local
academics, ensure that the operation of plants does not have any
negative impact on adjacent areas.
The Group’s environmental performance in main air emissions is
presented in the table below:
Air emissions (g/t clinker) 2020 2019
Group level (cement operations)
Specific dust emissions 19.3 14.7
Specific NOx emissions 1,282 1,269
Specific SOx emissions 253 193
Group performance in NOx emissions remained at a level similar
to that of 2019, achieving the target set for 2020. Similarly,
the performance regarding dust emissions remained positive,
meeting the 2020 target, even though dust levels increased
compared to 2019 due to the normal efficiency cycle of the dust
collection systems. On the other hand, SOx emissions deteriorated
compared to 2019, falling slightly short of the relevant target due
to variations in the raw material sulfur content and changes in
operational conditions.
Biodiversity, quarry rehabilitation, and land stewardship
Recognizing the importance of the preservation of biodiversity
on our planet, TITAN takes particular care to mitigate the impact
of extraction of raw materials on biodiversity and ecosystems,
rehabilitation activities and biodiversity management are key areas
of focus for TITAN. The Group has established standard practices
for land stewardship, quarry rehabilitation, and biodiversity
management at sites of high biodiversity value, in line with the
respective GCCA guidelines.
In 2020, TITAN updated its biodiversity risk assessment for all
its sites. All Group cement plants and quarries were assessed for
their biodiversity status and value with the use of the Integrated
Biodiversity Assessment Tool (IBAT, https://ibat-alliance.org/). In
total, 14 plants and 70 quarries were assessed, and four sites, in
addition to the already known ten cases, were recognized as being
in proximity to (or part of) areas of high biodiversity value. Three
out of the new four sites are under the full management control of
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TITAN. The next step is the further evaluation of the local baseline
conditions at those sites in order to determine potential needs to
develop appropriate biodiversity management plans, in line with
the key principles of the GCCA Sustainability Guidelines for Quarry
Rehabilitation and Biodiversity Management.
TITAN’s approach to biodiversity and land stewardship involves
partnerships with international organizations, associations, and
global collaborations. In this respect, TITAN played a leading role
in the development of the GCCA policy document “A Commitment
to Biodiversity by the Cement and Concrete Industry,” which was
launched in early 2021. Furthermore, TITAN joined CSR Europe’s
Biodiversity and Industry Platform, which was launched in 2020 and
will continue its activities in 2021. The platform is a cross-sectoral,
business-led initiative that aims to demonstrate how companies
are driving the biodiversity agenda and to support companies in the
practical integration of biodiversity into decision-making processes.
TITAN’s ongoing efforts to mitigate the local impacts of the raw
material extraction process are reflected in the indicators presented
in the following table. The Group has added one more indicator
to reflect the progress and results of its rehabilitation activities at
all Group quarry sites. The indicator measures the percentage of
disturbed (impacted) land area that has been rehabilitated.
Local impact indicators 2020 2019
Active quarry sites with high biodiversity
value (number) 10* 10
Active quarry sites with biodiversity
management plans (number) 9* 9
Active quarry sites with biodiversity
management plans (percentage) 90%* 90%
Active quarry sites with quarry rehabilitation
plans (percentage) 88% 90%
Disturbed quarry land areas that have been
rehabilitated (percentage) 22.7% --
Active quarry sites with ISO 14001 or similar
(percentage) 79% 77%
* Note: figure reflects the known cases (10) of high biodiversity value, where
biodiversity management is applied or is planned to be implemented. The
four new sites (three of which under TITAN management control) that were
identified from the updated biodiversity risk assessment in 2020 will not be
included until further assessment of the biodiversity baseline conditions and
value on a local level is completed in 2021.
The percentage of active quarry sites with quarry rehabilitation
plans showed a minor decrease, due to the acquisition of a quarry
in North Macedonia, which does not yet have in place a plan that
meets TITAN’s standards. The process of developing rehabilitation
plans at the remaining quarries, which have mainly arisen from
the most recent acquisitions and the licensing of new areas in the
Southeastern Europe and Eastern Mediterranean regions, will be
completed in 2021.
The percentage of active quarry sites with biodiversity
management plans remained at the same level. Due to the
COVID-19 pandemic, it was impossible to complete all the field
investigations necessary for a complete biodiversity baseline
assessment at the Agrinio quarry in Greece, the only remaining
site of high biodiversity value (out of the ten sites known up
to 2020) that requires a biodiversity management plan. The
assessment and respective plan will be completed in 2021.
Water management
Effective water management in and around TITAN’s production
sites remains an important aspect of the company’s
environmental performance and sustainability goals in general.
Since 2010, the Group has developed and applied an Integrated
Water Management System (IWMS) at all its operations to
monitor and optimize water use and to report water data
consistently, according to the practices and guidelines of the
cement sector.
Water risk assessment constitutes a significant component of
TITAN’s sustainable management of water resources. In 2020,
the water risk assessment of all Group sites was completed using
the Aqueduct tool of the World Resources Institute (WRI) and
the Water Risk Filter of WWF. A total of 153 sites were assessed,
including 13 cement plants (and their attached quarries), two
cement grinding plants, 20 quarries for aggregates and industrial
minerals, and 118 ready-mix units. The results of this risk
assessment identified that 73% of the Group’s cement and cement
grinding plant sites, 65% of its quarries for aggregates and industrial
minerals, and 62% of its ready-mix concrete sites operate in
water-stressed areas. The results will be used to enhance company
practices for sustainable water management and to develop
specific water management plans for sites in water-stressed areas.
In 2020, the total water withdrawal and discharge quantities
at Group level increased by 3.8% and 4.9%, respectively, mainly
as a result of the increased production needs of Titan America.
However, the total water consumption quantity at Group level
remained unchanged.
The specific water consumption at the Group cement and cement
grinding plants and their attached quarries showed a slight
increase of 1.4% in 2020, but the company’s performance still
remained well within the 2020 target.
Impact on natural resources – Water 2020 2019
Group level (all operations)
Total water withdrawal, million m
3
41.3 39.8*
Total water discharge, million m
3
30.2 28.8
Total water consumption, million m
3
11.1 11.0*
Group level (cement operations)
Specific water consumption, lt/t cement 261 257*
Sites with a water recycling system (%) 92% 92%
Water recycled over water demand (%) 67.2% 66.5%*
Group level (aggregates operations)
Sites with a water recycling system (%) 86% 86%
*Note: figures slightly adjusted from last year’s disclosures based on updated data.
TITAN’s initiatives and investments in relevant facilities and
systems over the past two decades have resulted in a substantial
improvement in water management. As a result, the specific
water consumption at cement plants has significantly decreased,
with the Group accomplishing the 2020 target of 300lt per ton of
cement. with the Group accomplishing the 2020 target of 300lt
per ton of cement.
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Integrated Annual Report 2020
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Research and innovation activities
TITAN invests in research, development, and innovation, with
a primary focus on areas related to de-carbonization and digital
transformation.
In 2020, the Group continued to quickly adapt to the needs of
Industry 4.0, leading with an entrepreneurial spirit and sector-
wide innovation generated by TITAN employees. The Group Digital
Center of Competence was established to further strengthen
TITAN’s capacity to support roll-outs of digital and automation
projects. This further enhanced the digital transformation of
manufacturing operations, in which TITAN reached key milestones
related to the operation, analytical monitoring, and maintenance
of capital equipment.
In all regions where the Group is active, TITAN continued to
participate and contribute to innovation ecosystems that add value
to communities and stakeholders. The Group’s commitment to
scientific partnerships that contribute to the knowledge economy
and develop talent has laid the foundations for new strategic
collaborations in research and innovation that will commence
in 2021. In Europe, the Group remained fully involved in Horizon
2020 and national collaborative programs that foster research and
innovation. In 2020, TITAN was recognized as a Key Innovator by the
European Commission in its Innovation Radar for contributing to
the EU-funded research project RECODE. The project involves the
installation of a pilot unit at Kamari cement plant in Greece for the
capture of CO₂ and its conversion to value-added chemicals.
The Group’s first patent application to the World Intellectual
Property Organization (WIPO) was published in 2020. The
invention refers to a novel method to produce nanosized particles
of clinker (“nanoclinker”), which can be used to manufacture
added-value, high-performance construction products.
Health and safety
TITAN envisages a work environment that ensures the health
and safety of all employees, contractors, and cooperating third
parties. To this end, the Group is constantly increasing health and
safety awareness and strengthening its accident prevention and
health promotion systems in all its operations.
In Greece, Southeastern Europe, Turkey, and Egypt, 100% of the
cement plants and more than 88% of the ready-mix concrete
and aggregates plants are ISO 45001 or OHSAS 18001 certified. In
a small number of cases, the transition from OHSAS 18001 to ISO
45001 was delayed by the COVID-19 pandemic but is in line with
the extension given by the International Accreditation Forum
(IAF). In the USA, all TITAN activities conform to the requirements
of the relevant OHS organizations.
All cement plants and selected other activities are annually
audited by Group Health Safety and Environment (Group
HSE), and the ensuing recommendations are implemented by
management. In 2020, physical on-site presence was not possible
due to the constraints imposed by the pandemic. A technical
solution involving on-site cameras with online video and audio
streaming was implemented. The last two audits were conducted
in January 2021. Regional and business unit organizations also
conducted auditing activities in 2020.
Accidents and potentially significant near misses are investigated
using Root Cause Analysis or other tools, as appropriate, and the
conclusions are used to prevent recurrence.
Organized training activities were by necessity limited and the
average training hours decreased to 6.88 (14.1 in 2019) and 10.40
(12.34 in 2019) hours per employee and contractor, respectively.
However, the safety training program for the contractors of
the Greek cement plants, which had commenced in 2019, was
completed in 2020. In total, more than 950 persons were trained
by a suitably qualified external body, and approximately 97% of
them passed the examination and received certificates.
The Frequency of Lost Time Incidents (LTIFR) for own personnel
was reduced from 1.44 in 2019 to 0.57 LTIs per 1,000,000 worked
hours, which is the lowest value recorded since 2013. The LTIFR
for contractors increased slightly to 1.46 LTIs per 1,000,000
worked hours. Despite the efforts made, regrettably, there were
two contractor fatalities (one in Kosovo and one in Egypt) and one
employee fatality, in a driving accident, in the USA.
Group Health and Safety Department works together with Group
HR in the development and implementation of an integrated
approach to Health and Wellbeing across the Group, as explained
in the “People management and development” section below.
People management and development
The focus on human capital and corporate social responsibility
is one of TITAN’s four strategic priorities. The Group’s vision to
“ensure an engaged workforce, emotionally and mentally,” as
expressed in the TITAN People Management Framework, outlines
the company’s people management approach, which is supported
by numerous systems, policies, and programs. Safeguarding the
health and wellbeing of its people, equipping them with the skills,
competencies, and mindsets that they need to be successful in
a diverse and inclusive environment are among the Group’s key
priorities for its employees.
Employee engagement
Engaging with its employees is an on-going process for the Group,
incorporating feedback in structured and organized forms. Group
and country action plans were developed to address the results
of the 2019 Employee Engagement Survey. The action plans were
derived following in-depth analysis of the aggregated responses
to the survey questions, as well as a series of interviews and
deep dives in diverse employee focus groups. Most of the focus
groups were conducted after the outbreak of the pandemic,
thus ensuring that the Group action plan addressed the needs
that emerged both before and after the spread of COVID-19. As
a result, the initial four priority areas – Simplify and Accelerate,
Performance Management, Diversity and Inclusion, and
Communication – were enriched with two additional areas:
Wellbeing and Pride to be Part of TITAN. All countries performed
similar analyses and deep-dive focus groups with employees,
both face-to-face and virtual, and designed local action plans,
addressing local strengths and areas for improvement. The
outcomes of the Employee Engagement Survey also provided
feedback that was used in the materiality assessments at both
Group and business unit level.
Diversity and inclusion
In 2020, equality, diversity, and inclusion were identified among the
most relevant and important issues for key stakeholders in many of
the countries where the Group operates. Following the completion
of the 4th cycle of materiality assessment, diversity and inclusion
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was included in the material issues for 2020–2025. Accordingly, the
Group reviewed and updated the definitions given to these terms,
and held focus groups and interviews with employees and subject
matter experts to develop a comprehensive action plan to improve
diversity and inclusion across the Group. As a starting point, a team
of experts and managers focused on the review of the Group Code
of Conduct, as well as the Group Human Rights and CSR policies,
which were updated to incorporate a clearer reference to diversity
and inclusion. Finally, in the USA, unconscious bias education
was mandated for all people managers while two new Employee
Resource Groups were launched, one for TITAN USA’s Black and
African American community and one for the company’s LGBTQ+
community.
Group Wellbeing Framework and Employee Assistance
Programs
With the aim to continue building on TITAN’s Care Legacy and to
apply an integrated, holistic approach to Health and Wellbeing
across the Group, the TITAN Health and Wellbeing framework was
developed. The framework covers four dimensions of Health and
Wellbeing – physical, mental, social, and financial. With initiatives
linked to the four dimensions, each business implements various
actions to address local priorities.
To help enhance its people’s mental and emotional health and
wellbeing, TITAN extended the Employee Assistance Program
(EAP) to all countries. The EAP is a consulting support service
offered to all employees and their families, making available
expert advice on personal, family, or work-related issues. In
addition, many countries organized virtual events and talks on
emotional and mental health topics.
Employment and training
Employment at TITAN Group, as of the end of the year, remained
stable. Overall, the Group employee turnover rate decreased
slightly compared to 2019 (11.3% in 2020 vs. 12.3% in 2019), while
the share of women in employment remained stable. The share of
women in management increased to 16.5% in 2020 from 15.5% in
2019, which is mainly attributed to the respective increases in the
USA, Turkey, and Bulgaria. In 2020, 58.6%, or 3,144 employees, of
the Group were included in annual performance reviews, a figure
similar to the equivalent one in 2019.
Almost 86% of employees participated in targeted training
and development programs in 2020, an increase of above 3%
compared to the 2019 level (82.7%). However, training investment
and the total training person-hours recorded by local operations
decreased considerably, as did average training hours per
employee (14.8 in 2020 compared to 25.4 in 2019). This was a
result of the pandemic, which prevented the realization of most
classroom-based training programs. The majority of training
hours in 2020 recorded by business units was dedicated to
Health and Safety, Technical Know-How, Functional Competence,
and Compliance. Finally, online learning content was made
available to employees who do not have access to the Group HR
Management System. Online learning license activation increased
by over 20% since 2019, indicating that a growing number of
employees are taking advantage of the learning tools offered by
the company.
In 2020, TITAN’s commitment to supporting youth employment
continued, despite the impact of the pandemic, resulting in 251
internships, compared to 396 in 2019.
Finally, the percentage of unionized employees has remained
stable.
Sustainability of communities
TITAN’s operations have direct and indirect economic, social, and
environmental impacts on local communities. TITAN business
units seek to facilitate stakeholder dialogue and collaborative
actions through community engagement plans, with a focus on
the contribution to the sustainability of local communities.
The target set in 2015 to further align the company’s community
engagement plans to the material issues prioritized throughout
the Group was fully accomplished. In 2020, a structured approach
of recording initiatives and actions, and conducting a self-
assessment for each initiative was introduced in a dedicated
Group e-platform organizing our activities and collaborative
efforts that vary from country to country depending on
maturity and local priorities. The Group will remain focused on
strengthening its efforts to achieve authentic and distinctive
social engagement and on enhancing its positive impacts
through collaborative efforts and the empowerment of local
stakeholders. In 2020, the “For my Kosjeric” program, offered by
TITAN Cementara Kosjeric, in Serbia, was recognized by external
stakeholders as an example of best practice of empowering local
communities to meet their own objectives.
TITAN continued to address the need for transparent and open
communication with communities throughout the year. In
Greece, two new websites were launched to communicate the air
emission measurements on a daily basis and provide information
on co-processing (the simultaneous recycling of raw materials &
energy recovery) (https://coprocessing.titan.gr/). The interactive
sites allow visitors to submit specific questions regarding the
presented data. This transparent and reliable communication
method has contributed to sustaining and enhancing TITAN
Greece’s engagement with communities and key stakeholders.
In all Southeastern European countries and Egypt, TITAN
published annual reports focused on sustainability performance,
in line with international and sectoral standards and best
practices. In Albania, Bulgaria, Kosovo, North Macedonia, and
Serbia, where such corporate reporting is not mandatory, the
2019 annual reports published in 2020 were accompanied by
independent assurance according to TITAN reporting standards
and the Communication on Progress advanced-level criteria set
by the UN Global Compact Network.
In all countries, community outreach programs have contributed
to good relations and collaborations, which have long-term
positive impacts. One example is the case of the community
engagement plan in Kosovo with the Laboratory for the
Activation of Businesses (LAB), a private-public foundation
established by TITAN and other local stakeholders in 2014,
based on international corporate governance standards. LAB
has supported the creation and sustainable operation of 100
local businesses in agroforestry, providing new jobs and income
to local people, and fresh and high-quality local products for
the local market, free heating to local community schools,
and training to improve local entrepreneurship. In 2020, a
new partner joined LAB, which thereby expanded its scope of
operations to the services sector, with the creation of a new
training program to offer new jobs to young unemployed people
from the local community.
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Integrated Annual Report 2020
78
sustainability and social responsibility. TITAN’s integrated
management approach, characterized by open, responsible,
and accountable decision-making, ensures that governance and
ethics considerations are properly addressed at a Group level.
Consistent with the Group’s strong commitment to good
governance and transparent business ethics, the Group Compliance
and Anti-Fraud function was established in January 2020 as part
of the Group’s Internal Audit, Risk and Compliance Department,
reporting to the Group Audit and Risk Committee. The Group
Compliance Officer has the responsibility to monitor compliance
issues and risks and coordinate relevant controlling activities.
The development of an integrated Compliance Program in
2020 advances TITAN’s efforts to ensure achievement of its
compliance objectives, not only with the applicable laws and
regulations, but also with the highest global standards and all
voluntary commitments that the Group has undertaken in the
areas of human rights, sustainability, and social responsibility.
Human rights
Consistent with the United Nations Guiding Principles on
Business and Human Rights, TITAN Group is committed to
respecting and supporting human rights with regard to its
employees, the communities where it operates, and its business
partners, as expressed in internally recognized standards,
including the UN Universal Declaration of Human Rights.
Since its endorsement of the United Nations Global Compact
(UNGC) principles, TITAN has worked at both Group and business
unit level to ensure a good understanding of the potential risks
related to human rights, both in its operations and in the value
chain. The TITAN Group Compliance Program covers all relevant
aspects and provides the framework for a more systematic
and integrated human rights compliance assessment to be
periodically conducted for the Group operations.
The TITAN Group Whistleblowing Policy, communicated across
the Group in 2020, aims to empower employees in every country
to promote an ethical work culture, by reporting possible
misconduct, fraud, or abuse. In 2020, the TITAN Group reporting
platform EthicsPoint® was also launched, providing a uniform,
anonymous, and strictly confidential channel to report incidents
of non-compliance, to which all Group employees have access,
as an additional means to ensure that incidents are reported,
examined, and resolved with a remedy plan, if and when necessary.
It promotes a culture of openness, transparency, and accountability,
which is essential to safeguarding good governance and integrity.
A five-member Group Supervisory Committee, which includes
the Chairman of the Audit and Risk Committee, oversees the
investigation and handling of reports while ensuring confidentiality
and non-retaliation for whistleblowers. In 2020, 11 cases in total
were reported through the EthicsPoint® platform, ten of which were
classified as allegations and one as a request for information (see
ESG performance statements 2020 for more details). All allegations
were thoroughly examined by the respective regional committees,
reviewed by the Group Supervisory Committee, and resolved with a
remediation plan, as appropriate.
Anti-bribery and corruption
The Group’s anti-bribery and corruption policy underlines
its zero-tolerance attitude and the commitment to fighting
corruption, specifies high-risk areas in which bribery and
corruption most likely occur during business activities, and
Another notable case is TITAN’s partnership with Re-Generation,
the largest paid placement, professional, and personal
development program in Greece, to launch the innovative
Re-Generation Academy for Digital Acceleration| Data Science
Lab - Powered by TITAN for young people with an interest in
data science, a sector with growing demand. This is a unique
initiative in the context of the Group’s commitment to helping
young people develop the digital skills that are necessary for the
transition to the digital era. The first Academy was completed
in early 2020, with 95% of the 24 trained data scientists that
participated in the program finding employment.
Community Engagement Plans /
Positive local impact 2020
Local spend (the ratio of spend to local suppliers over
the spend to all suppliers, as a percentage) 66.95%
Number of initiatives and actions for community
engagement in all regions 131
Total amount of “social investment” (contribution in
cash and in kind and budget for the implementation of
these 131 CSR/Community engagement activities)(1) €1.5m
Number of stakeholders engaged in the above
initiatives and actions as active participants (TITAN
employees, business partners, NGOs, local authorities,
and people from communities) 3,809
Sustainable supply chain
In 2020, TITAN continued its Group Procurement transformation
program by seeking to improve procurement efficiency and the
sustainability of global procurement categories.
The optimization of the supplier landscape, the establishment
and maintenance of long-term value-added supplier
relationships, and a holistic review of supplier performance,
including sustainability aspects, are key enablers for total cost
optimization and the propagation of sustainability practices in
the supply chain.
TITAN seeks to maintain and further improve its collaboration
with local suppliers and contractors. With the ongoing Group
digital transformation process and the unification of digital
systems, the local spend calculation of TITAN’s global activities
can now be tracked in an easier and more accurate manner.
TITAN’s effort to update its prequalification process for suppliers
through a holistic sustainability review continued in 2020. The
process, which started in 2017 in TITAN USA, was extended in
2018 to cover Group category suppliers. The scope was also
broadened to include a complete set of sustainability criteria
beyond health and safety topics, and, in 2019, the program was
expanded to cover the scope of major contractor activities in the
Greek operations. TITAN is contemplating the expansion of the
coverage of the program to its Brazilian operations in 2021.
Governance, transparency, and ethics
Integrity, incorporating transparency and ethical business
practices, is a core value embedded in TITAN’s culture and
reflected in the way the company performs its business
activities, in line with its key governing objectives of
ESG performance
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provides guidance on preventive and detective procedures,
including risk assessment and due diligence of third parties who
perform services for or on behalf of TITAN Group.
TITAN has responded to the need to intensify all relevant initiatives
by delegating to the Audit and Risk Committee the responsibility to
oversee, among others, the risk of corruption and fraud.
Strengthening its commitment to restrict possible exposure
to the risks of fraud and corruption, TITAN has developed a
comprehensive Anti-Fraud Program that sets out strategic
priorities and activities to deter and detect occupational fraud
and corruption throughout the Group and minimize its fraud risk
exposure. The Anti-Fraud Program aims to provide a protective
shield for the Group’s assets and resources, corporate reputation
and credibility, cultural strengths, and operational efficiency
by establishing an integrated structure of anti-fraud controls
and activities that will aid the prevention and detection of
occupational fraud as well as the Group’s response in such
an eventuality. Proactive mechanisms include Fraud Risk
Assessment projects and follow-ups on agreed action plans.
TITAN Group Compliance Program and policies
In 2020, the implementation of the Group’s Compliance Program
was launched as an integrated system of activities, mechanisms,
and controls, aiming to provide adequate assurance that
compliance risks are identified in a timely manner, properly
assessed, and effectively mitigated, thus minimizing the
possibility of a significant compliance failure.
The Compliance program facilitates the efforts to maintain
and foster a strong compliance culture, ensuring adherence
to compliance requirements and promoting consistent and
responsible ethical behavior. It is a risk-based program with
dynamic elements, incorporating monitoring and oversight,
compliance awareness, training, risk assessment, and third-
party due diligence components. In 2020, more than 6,300
training hours were dedicated to compliance training as part of
Compliance Program training and awareness activities.
TITAN’s Code of Conduct and Group Policies, applicable to
all Group operations, cover all strategic areas and material
issues, convey the principles, rules of conduct, and standards,
and provide guidelines to employees and external business
collaborators, such as vendors and customers, to ensure
compliance with the applicable internal and statutory rules.
Group Policies include, but are not limited, to:
Anti-Bribery and Corruption Policy
• Conflict of Interest Policy
• Competition Law Compliance Policy
• Corporate Social Responsibility Policy
• Environmental Policy and Climate Change Mitigation Strategy
• Framework Policy for the Protection of Personal Data
• Human Rights Policy
• Occupational Health and Safety Policy.
In 2020, TITAN continued to review, update, and enrich Group
Policies to enhance clarity and address specific topics of
increasing importance. New versions of the Code of Conduct,
Health and Safety Policy, Competition Law Compliance Policy,
Human Rights Policy, and Corporate Social Responsibility
Policy, which are more aligned with the Group’s developments
and commitments and detailed on the matter of diversity and
inclusion, were developed. In order to maintain a clear and
efficient structure, the Group Policies Repository in the Group
Intranet (Connections) was re-organized under a new taxonomy
with the following categories: regulatory-driven, sustainability-
and social-responsibility driven and operational. The revised
Code of Conduct was distributed to all employees.
Interactive e-learning courses on the Code of Conduct and the
Anti-Bribery and Corruption Policy, Conflict of Interest Policy,
Information Security Policy, and Summary of Data Protection
Policy were created and uploaded on the UnITe People Learning
Management System (LMS). The courses seek to increase
awareness and facilitate deep understanding. In addition,
e-learning courses on the Competition Law Compliance Policy
and Sanctions Policy are also being to targeted audiences. Upon
the completion of the first round of e-learnings, expected in
the first quarter of 2021, the second wave of e-learnings will be
assigned. Moreover, specific initiatives in each business unit,
taking into consideration COVID-19 limitations, are in progress,
and so is the translation of relevant material, aiming to enhance
TITAN’s compliance culture and the awareness of employees
who, in their role, do not have access to Information Systems.
Integrating ESG criteria in the Company’s remuneration
policy
Our company is committed to achieving a reduction of net direct
CO₂ emissions from 674 to 500kg/t cementitious product by 2030.
This target is in line with limiting global warming to well below
2
o
C compared to pre-industrial levels, and will be verified by the
Science Based Targets Initiative (SBTi). To this effect, a three-year
CO₂ target that is compatible with the path to 500 kg CO₂ per ton of
cementitious product is included in the performance objectives of
the deferred compensation incentive for executive members of the
Board and the members of the Executive Committee.
Independent assessment of ESG
performance
Improving sustainability performance is an on-going effort linked
to monitoring, measuring, and assessing performance with internal
and external well-defined criteria. TITAN engages with ESG Rating
agencies (namely, Sustainalytics, MSCI, Vigeo Eiris, ISS corporate
solutions, and Refinitiv), valuing the assessment and seeking
feedback. In addition, by reporting to CDP for the first time in 2020,
TITAN took an additional step in responding to the high and growing
demand by its stakeholders for environmental disclosure.
Kamari cement plant, Greece
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Integrated Annual Report 2020
80
ESG performance statements
ΤΙΤΑΝ Group discloses information related to ESG Performance in
alignment with voluntary commitments to the IIRC principles, UNGC,
and GCCA based on a long term practice of integration which is referred
to as Global Sectoral Approach in this report. Since 2018, in order to
further align its disclosures with the SDGs 2030, TITAN incorporated the
“Guidance on Core Indicators for entity reporting on the contribution
towards the attainment of the Sustainable Development Goals” of the
United Nations Conference on Trade and Development (UNCTAD, 2019
edition), and promoted the connection of selected indicators with
Targets for the SDGs based on the Guidance. See also pages 14-15
“Delivering Value for All in 2020” and Table 2.1. “Value Creation Core
Indicators Index”.
In 2020, TITAN also incorporated the Sustainability Accounting Standards
Board (SASB) Framework in the preparation of ESG performance
statements, in order to appropriately address the more financially-
material ESG disclosures. The SASB Framework was leveraged for the
purpose of connecting the SASB Materiality Map® with the 2020 Group’s
materiality assessment, and allowed the alignment between the Group
and its subsidiaries. In the same direction the Group also started
reporting in alignment with the Sustainability Accounting Standard Board
(SASB) for the specific requirements of industries mostly relevant to our
operations.
For committing on targets 2020 and reporting on progress for all other
environmental parameters except CO
2
, the base line year is 2003 (when
TITAN reported for the first time consolidated non-financial performance
indicators). For CO
2
emissions the baseline year for relevant target(s) is
1990 in line with the Kyoto Protocol.
The ESG performance review and statements focus on material issues for
TITAN operations and key stakeholders. TITAN’s Global Sectoral
Approach encompasses the disclosure of Core Indicators for Value
Creation and Governance, Social and Environmental Performance.
Indicators (KPIs) are structured under four separate tables in the “ESG
performance statements” (Tables 2.1, 2.2, 2.3, and 2.4). TITAN Group ESG
Performance Statements are structured according to TITAN's reporting
standards that are aligned to global (UNGC, SDGs2030, UNCTAD and
SASB) as well as sector specific (GCCA) reporting standards and
frameworks. The connection of the TITAN ESG KPIs with the global and
sector specific standards is presented in Table 2.5. This includes the
connection also with SASB Standards for the first year in 2020, in
coherence with the codes of the SASB Accounting Metrics (in brief:
metrics) for ensuring clarity and consistency, with reference to Tables
2.2, 2.2.2, 2.3, and 2.4. Table 4 provides a review of TITAN’s 2020 IAR for
the adherence to the Global Compact criteria for the Advanced Level
Communication on Progress (COP). The connection of TITAN's
disclosures with specific SASB metrics for reporting is facilitated also by
using Table 4 (COP), and Table 5 (Transparency International - Corruption
Perception Index 2020).
Changes in the content and structure of the 2020 Integrated Annual
Report:
• Table 2.5 “TITAN Reporting Standards for the ESG Performance
disclosures in 2020” (explained above). About the specific alignment of
our Environmental and Social performance KPIs with the GGCA
Sustainability Charter and Framework Guidelines see Table 2.5.1 “Sector
standards for non-financial reporting”.
• New information under the framework of Environmental Performance
Indicators regarding Gross direct CO
2
emissions (Scope 1) covered under
limiting regulations, Water withdrawal for concrete, Water recycled (all
uses), and Quarry land areas rehabilitated from total impacted.
• New information under the framework of Social Performance
Indicators regarding Training man-hours on health and safety per
contractor, Expenditures for health and safety, and Key operations with
community engagement plans related to material issues and Group
policies. Also, the Social Performance Indicators Index does not present
the ‘granularity’ of data on per-country manner compared to last year,
but only the Group total and/or average figures. The purpose was to
improve in brevity and simplicity.
The Notes below help the reading of ESG performance statements
(about connection with KPIs see Tables 2.2, 2.2.2, 2.3, 2.4, and 2.5).
Assurance: Specific KPIs included in the scope of ERM Certification and
Verification Services (ERM CVS) assurance engagement (ERM CVS’
“Independent assurance statement”).
UNGC: TITAN follows the reporting requirements for meeting the
criteria of UN Global Compact relating to a Communication on Progress
(COP) Advanced Level.
GCCA: Specific KPIs calculated according to the sector Guidelines
integrated by TITAN, following the GCCA Charter and Framework
Guidelines.
UNCTAD: TITAN has adopted under its reporting framework the
applicable KPIs according to the Guidance of the UNCTAD, as
supplementary to the above Reporting Standards.
SASB: TITAN in 2020 started reporting on ESG performance aligned with
the Sustainability Accounting Standard Board (SASB).
ESG performance
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SDGs 2030 Material issues and topics
Internal External
Financial liquidity and access to funding
Access to bank credit facilities and capital markets financing provides liquidity
to meet current obligations and grow business sustainably and potential for growth.
• Access to bank credit facilities and capital markets financing is essential to run and
grow operations sustainably
•Safeguard market presence
Governance, transparency and ethics
Ensuring good governance integrity and transparency, promoting ethical business
practices, lobbying responsibly and engagement with stakeholders do the same.
•Procurement practices
•Security practices
•Human rights grievance mechanism
•Anti-corruption
•Anti-competitive behavior
• Supplier assessment for impact on environment
•Supplier human rights assessment
Sustainability of communities
TITAN is working toward building an inclusive relationship, through ongoing
engagement with stakeholders at all levels. At site level, building strong relationships
with local communities is part of this and is key to value creation for stakeholders.
• Indirect economic impacts
•Market presence
•Compliance
•Environmental grievance mechanisms
•Grievance mechanisms for impacts on society
•Economic performance
Climate change
TITAN operations and the cement industry as a whole contribute to climate change.
Reducing CO₂ emissions in line with the Kyoto Protocol and the Paris Agreement,
the European Green Deal vision of carbon neutrality by 2050 and the Global Cement and
Concrete Association (GCCA), 2050 Climate Ambition to deliver society with carbon-
neutral concrete by 2050 and working with our peers to meet specific targets is a priority
for business and society.
• Energy
•Emissions
SDG 1
SDG 3
SDG 4
SDG 9
SDG 11
SDG 17
SDG 7
SDG 13
SDG 17
Group TITAN, all
TITAN operated
sites
Shareholders,
investors,
customers,
suppliers,
governments,
local communities
and authorities,
academia, NGOs
Joint venture
partners,
contractors,
security
personnel,
customers,
suppliers, local
communities,
shareholders,
investors,
governments,
NGOs
TITAN Group, all
TITAN operated
sites
Contractors,
suppliers,
customers, local
communities and
authorities,
governments,
shareholders,
investors, NGOs
SDG 4
SDG 8
SDG 16
SDG 17
TITAN Group, all
TITAN operated
sites
ESG Performance Statements - Tables
1. Material Issues and Boundaries for reporting ESG Performance
Boundaries
Contractors,
suppliers,
investors,
customes, local
communities,
governments
TITAN Group
SDG 9
SDG 8
SDG 17
TITAN Cement Group
Integrated Annual Report 2020
82
SDGs 2030 Material issues and topics
Internal External
Circular economy
A number of resources is used to serve TITAN’s purpose, such as raw materials,
traditional and alternative fuels, water and energy, and waste materials. A circular
economy will enable business and consumption models focused on re-using and
recycling use of alternative fuels, Innovation and out-of-the-box thinking.
• Effluents and waste
•Raw Materials
SDG 3
Health and safety
SDG 17 TITAN is committed to provide employees, contractors and any third-party safe and
healthy workplace. Health and Safety is crucial for customers and TITAN ensures that
products are safe to use and that they are delivered safely to customers.
•Occupational health and safety
•Customers health and safety
People management and development
Being a responsible employer means providing training and development opportunities,
and equal remuneration between men and women, embracing diversity with a work
environment free from discrimination or harassment while supporting employees in
exercising their right to freedom of association and collective bargaining. It also means
ensuring that there is no child labor or compulsory labor in TITAN operations in the
supply chain.
• Employment
• Training and education
• Diversity and equal opportunities
• Market presence
• Labor practices grievance mechanisms
•Non-discrimination
•Freedom of association and collective bargaining
•Child labor and compulsory labor
• Ongoing assessment
Environmental management
TITAN ensures that it adheres to international best practices and is focused on
contributing to improve its performance and keep its license to operate.
• Biodiversity
•Compliance
•Environmental grievance mechanisms
•Water
•Transport of goods and services
SDG 6
SDG 7
SDG 13
SDG 15
SDG 17
TITAN Group, all
TITAN operated
sites
Shareholders, join
ventures partners,
contractors,
suppliers, local
communities,
governments,
academia, NGOs
Boundaries
SDG 12
SDG 13
SDG 17
Contractors,
suppliers,
customers, local
communities and
authorities,
academia,
regulators, NGOs
TITAN Group, all
TITAN
operated sites,
GAEA, STET
TITAN Group, all
TITAN
operated sites
Employees
families,
contractors,
Local
communities and
authorities,
suppliers,
customers, third
parties,
governments
SDG 4
SDG 5
SDG 8
SDG 17
TITAN Group,
all TITAN
operated sites
Shareholders,
joint ventures
partners,
contractors,
suppliers, local
communities,
governments,
academia, NGOs
ESG performance
review
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83
SDGs 2030 Material issues and topics
Internal External
Social and political risks, and instability
TITAN has plans in place to maintain control and normal operations during political
instability, riots, uprisings and various conditions that lead to extreme volatility.
We work to safeguard TITAN’s local investments by protecting our people, business
partners and the communities near our operations.
•Local communities
Other issues
Sustainable products and services:
We collaborate with stakeholders to develop more sustainable products to create value
through our cement such as ProAsh®.
•Products and services
Notes
The boundaries of reporting for each material issue are defined by the principles of “materiality”, “relevance”, “conciseness” and “consistency”,
aligned with the guidance of the International Integrated Reporting Council (IIRC)
1
:
Materiality
A matter is material if it is of such relevance and importance
2
that it could substantively influence the assessments of providers of financial capital
with regard to the organization’s ability to create value over the short, medium and long term. In determining whether or not a matter is material,
senior management and those charged with governance should consider whether the matter substantively affects, or has the potential to
substantively affect, the organization’s strategy, its business model, or one or more of the capitals it uses or affects.
Relevance
Relevant matters are past, present or future matters that impact or may impact the organization’s strategy, its business model or one or more of the
capitals and thus ultimately affect the organization’s ability to create value over time. Identifying relevant matters for inclusion in the integrated
report includes identifying the population of potentially relevant matters, and narrowing these down to matters that are relevant for inclusion in the
integrated report. Information about relevant matters will have either, or both, predictive value or confirmatory value with respect to intended users’
decisions.
Conciseness
Disclosures about material matters should include concise information that provides sufficient context to make the disclosures understandable and
should avoid information that is redundant in nature.
Consistency
Reporting policies should be followed consistently from one period to the next unless a change is needed to improve the quality of information
reported. This includes using the same KPIs to report on the same matters if they continue to be material across reporting periods. When a significant
change has been made, the organization explains the reason for the change, describing (and quantifying if practicable and material) its impact.
1. Source: Materiality Background Paper for <IR> (IIRC, 2013). Further information about the IIRC can be found on its website www.theiirc.org
2. TITAN uses the equivalent term "significance".
Boundaries
SDG 8
SDG 16
SDG 17
All TITAN
operated sites,
TITAN Group
Employees
families,
customers,
investors,
governments,
local
communities,
NGOs
TITAN Group, all
TITAN operated
sites, GAEA, STET
Customers,
suppliers,
governments,
investors, society
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Integrated Annual Report 2020
84
Notes
TITAN Group ESG performance statements cover four areas: Value creation and distribution to stakeholders (see “Understanding TITAN”, under
section “Overview” – Table “Delivering value for all”), Social performance KPIs, Environmental performance KPIs and Governance Core Indicators.
The following section 2.1 “Value Creation Core Indicators Index” is inclusive of definitions for terms used in specific for Value creation and
distribution to stakeholders, and serves as index of Notes for Table “Delivering value for all”.
General Note for the consolidation of data
Consolidation (aggregation) of data for the above Value Creation Core Indicators was made with 100.0% contribution for all BUs where TITAN has
property share more than 50.0% (in line with the method of full consolidation in the Financials). The contribution of Turkey included Adocim
Cemento Beton Sanayi ve Ticaret AS with 100%. See Table 2.2.1, in specific “Adocim all activities”.
Notes for the standards, guidance, and terms used
Most terms related to the Value Creation Core Indicators were adopted from the “Guidance on Core Indicators for entity reporting on the
contribution towards the attainment of the Sustainable Development Goals” (in short: UNCTAD Guidance, 2019), and incorporated under the TITAN
standards. The related terms are outlined here and connected with the KPIs in the Index above. The figures for the Value Creation Core Indicators
are provided in “Understanding TITAN; Delivering value for all”.
2.1 Value Creation Core Indicators Index
2. ESG Performance Indicators
Detailed figures are provided in the Report under 'Delivering value for all', see also: Table 2.2 and 2.3.
1. The economic value created and distributed to key stakeholders has been calculated using the United Nations – UNCTAD “Guidance on Core
indicators for entity reporting on the contribution towards the attainment of the Sustainable Development Goals” (2019 edition).
2. Gross Value added. Revenue minus costs of bought-in materials, goods and services (called also: Value Added, according to the UNCTAD
Guidance, 2019). TITAN’s approach is based on the verified and disclosed Financial Statements for the same reporting period, acc. to the IFRS.
3. Net value added. Revenue minus costs of bought-in materials, goods and services and minus depreciation on tangible assets (UNCTAD Guidance,
2019). TITAN’s approach is based on the verified and disclosed Financial Statements for the same reporting period, acc. to the IFRS.
4. Total spend to Suppliers, local and international, for goods and services. According to TITAN Standards and the application of the IFRS, see
Financial Statements.
5. Taxes to national and local authorities. According to TITAN Standards and the application of the IFRS, see Financial Statements.
6. Payments in cash, to shareholders and minorities. According to TITAN Standards and the application of the IFRS, see Financial Statements.
7. Total spend on donations and social engagement initiatives Total amount of charitable/voluntary donations and investments of funds (both
capital expenditures and operating ones) in the broader community where the target beneficiaries are external to the enterprise incurred in the
reporting period, in absolute amount (UNCTAD Guidance, 2019). TITAN discloses this amount as "Donations", as equivalent to "charitable/voluntary
donations and investments of funds", and in detail in Table 2.3 based on the verified and disclosed Financial Statements for the same reporting
period.
8. Green investment. Total amount of expenditures (capital and also operational) for those investments whose primary purpose is the prevention,
reduction and elimination of pollution and other forms of degradation to the environment (UNCTAD Guidance, 2019). TITAN discloses the respective
figures in detail in Table 2.2 of the ESG Performance Statements.
9. Salaries (contributions to) pensions, and social benefits, including additional benefits beyond those provided by law. additional benefits.
According to TITAN Standards and the application of the IFRS, see Financial Statements.
10. Investments in training of direct employees.Total expenditures including the direct and indirect costs of training for direct employees
(including costs such as trainers’ fees, training facilities, training equipment, related travel costs etc.) reported also per employee and per year, and
broken down by employee category (UNCTAD Guidance, 2019). TITAN discloses the respective figures in detail in Table 2.3 of the ESG Performance
Statements.
11. Investments for Research and Innovation. Total amount of expenditures on research and development (R&D) and Innovation by the reporting
entity during the reporting period (UNCTAD Guidance, 2019). It includes all expenditures for the R&D and Innovation activities, and projects, and
incl. salaries, participations, travelling and other expenses of our employees which are related directly and indirectly, and other expenditures for
promoting innovative technologies and products. TITAN uses the verified and disclosed Financial Statements for the same reporting period.
12. Capital expenditures. Capital expenditures, commonly known as CapEx, are funds used by a company to acquire, upgrade, and maintain physical
assets such as property, buildings, an industrial plant, technology or equipment.
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2.1.1. Consolidated Report on Payments to Governments
Group Companies
Country
Payment type Amount
TITAN CEMENT S.A. Greece Quarry Rental Fees/taxes 792,235.72
Quarry Rental Fees 2,220,516.16
Municipality Taxes 532,003.77
Clay Tax
2,447,615.00
Quarry Royalties 1,272,377.00
Clay Tax 3,784,563.00
Quarry Royalties 507,724.00
Road maintenance 129,211.00
Zlatna Panega Cement AD Bulgaria Concession Fees 215,000.00
Cementi Antea Sha Albania Extraction Fees 402,109.00
Titan America LLC USA Sales / Mitigation Fees 373,163.19
SHARRCEM SH.P.K. Kosovo Extraction Royalties 206,903.00
Titan Cementarnica Usje A.D. North Macedonia
Concession Fees
199,157.00
Titan Cementara Kosjeric A.D. Serbia
Concession Fees
162,976.00
ADOCIM A.S. Turkey
Permission/Forestation Fees
260,423.00
TOTAL 13,505,976.84
Note
TITAN Cement International S.A. hereby reports, in accordance with article 3:33 of the Belgian Companies and Associations Code, that TITAN
Cement Group has paid to municipal authorities of EU Member States and third countries the total amount of €13,505,976.8 for extractive
operations 2020 as specified in the above table.
INTERBETON S.A. Greece
Alexandria Portland Cement Co Egypt
Beni Suef Cement Co Egypt
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SDGs &
Targets
Key Performance Indicators Units 2020 2019 2018 2017 2016 Assurance GCCA UNGC UNCTAD SASB
1. All activities - Environmental Performance
Local Impacts
Impact on natural raw materials recourses, and waste management
SDG 12.2
Natural raw materials extracted (total, wet)
million t
32.5 32.4 33.6 34.2 32.7
Raw materials extracted for clinker and cement
million t
17.9 18.5 20.2 21.2 20.0
Raw materials extracted for aggregates
million t
14.5 13.8 13.5 13.0 12.7
SDG 12.4
Externally recycled waste materials (total, wet)
t
273,828 236,736 200,684 259,696 426,898
SDG 12.5
Recycled
t
125 53 1,832 4,395 9,682
Reused
t
273,193 236,610 198,831 255,218 413,778
Recovered
t
510 74 21 83 3,438
SDG 6.3
Water consumption (total)
11
million m
3
11.1 11.0 10.7 10.5 9.1
SDG 6.4
Water withdrawal (total, by source)
11
million m
3
41.3 39.8 39.2 35.4 30.5
SDG 6.5
Ground water
11
million m
3
37.8 36.4 35.5 31.4 26.7
Municipal water
million m
3
0.9 0.9 1.1 1.3 1.0
Rain water
million m
3
0.2 0.2 0.2 0.2 0.2
Surface water
million m
3
0.8 0.8 0.9 1.0 1.0
Quarry water used (from quarry dewatering)
million m
3
0.1 0.1 0.1 0.1 0.1
Ocean or sea water
million m
3
1.3 1.3 1.3 1.3 1.3
Waste water
million m
3
0.1 0.1 0.1 0.1 0.1
Water discharge (total, by destination)
million m
3
30.2 28.8 28.5 24.9 21.3
Surface (river, lake)
million m
3
28.7 27.3 27.0 23.5 19.9
Sub-surface water (well)
million m
3
0.1 0.1 0.0 0.0 0.0
Ocean or sea
million m
3
1.3 1.3 1.3 1.3 1.3
Off-site treatment
million m
3
0.1 0.1 0.1 0.1 0.1
Impact on water recourses
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Key Performance Indicators Units 2020 2019 2018 2017 2016 Assurance GCCA UNGC UNCTAD SASB
Impact on biodiversity and land stewardship
SDG 15.3
Active quarry sites with biodiversity issues
1,3
10.0 10 10 10 8
SDG 15.4
SDG 15.5
Active quarry sites with biodiversity management
plans
2,3
99986
SDG 15.9
SDG 15.a
Active quarry sites with biodiversity management
plans
%
90.0 90.0 90.0 80.0 75.0
Sites with quarry rehabilitation plans
3
%
88.0 90.0 78.0 81.0 87.0
Quarry land areas rehabilitated from total impacted
(cumulative)
3,4
%
22.7 n/a n/a n/a n/a
Active quarry sites (wholly owned) with
Environmental Management System (ISO14001 or
similar)
%
79.0 77.0 80.0 81.0 93.0
Fuels and energy
Impact on energy resources
Thermal energy consumption (total)
11
TJ
41,229 43,102 45,740 50,114 48,295
Electrical energy consumption (total)
TJ
6,116 6,328 6,549 6,914 6,768
2a. Cement Activities – Environmental Performance (acc. to the Sectoral Approach adopted by TITAN)
Climate change
Impact on Greenhouse Gas Emissions
SDG 9.4
Integrated cement plants and cement grinding
plants with certified Environmental Management
System (ISO 14001 or similar)
% of plants
86.7 86.7 86.7 86.7 86.7
Integrated cement plants with certified Energy
Management System (ISO 50001 or similar)
% Clinker
Production
54.9 40.5 40.7 6.1 6.7
Gross direct CO₂ emissions (Scope 1, total)
11
million t
9.9 10.3 11.1 12.1 11.7
Gross direct CO₂ emissions (Scope 1) covered under
limiting regulations
4
%
49.9 55.1 56.9 58.6 61.5
Net direct CO₂ emissions (Scope 1, total)
11
million t
9.6 10.0 10.8 11.9 11.4
Specific gross direct CO₂ emissions (Scope 1)
11
kg/t
Cementitious
product
697.9 701.1 708.8 716.6 719.6
Specific net direct CO₂ emissions (Scope 1)
11
kg/t
Cementitious
product
674.0 676.6 686.1 700.3 701.4
Indirect CO₂ emissions (Scope 2, total)
5,11
million t
0.8 0.9 1.0 1.2 1.2
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Key Performance Indicators Units 2020 2019 2018 2017 2016 Assurance GCCA UNGC UNCTAD SASB
Alternative fuels and materials
SDG 7.2
Alternative fuel substitution rate
11
%Heat Basis
13.1 13.5 12.0 8.9 8.4
SDG 7.3
Biomass in fuel mix
6,11
%Heat Basis
3.8 4.3 3.4 2.8 2.1
SDG 7.a
Clinker-to-cement ratio
%Heat Basis
82.44 82.87 83.68 83.78 84.46
SDG 12.2
Thermal energy consumption (total)
Cement and grinding plants and attached quaries
11
TJ
40,786 42,160 45,176 49,708 47,833
Energy efficiency related to clinker production
11
kcal/kgClinker
834.9 833.5 835.6 847.1 846.7
Alternative fuels consumption (total)
t
234,451 269,665 244,395 203,170 163,600
Electrical energy consumption (total)
Cement and grinding plants and attached quaries
11
GWh
1,603.5 1,661.3 1,723.9 1,826.0 1,783.4
Local Impacts
Impact on natural raw materials recourses
SDG 12.2
Materials consumption (total, dry)
million t
20.6 21.1 22.5 24.4 23.3
Extracted (natural) raw materials consumption (dry)
11
million t
19.3 19.6 21.2 23.0 22.2
Alternative raw materials consumption (dry)
11
million t
1.3 1.5 1.2 1.3 1.2
Alternative raw materials use (of total raw materials
consumed)
11
%Dry
6.4 7.1 5.5 5.4 5.1
Alternative raw materials rate (based on clinker-to-
cement (equivalent) factor)
11
%Dry
7.2 8.1 6.4 6.3 6.0
Impact on water recourses
SDG 6.4
Water consumption (total)
11
million m
3
3.7 3.7 4.0 4.3 3.8
SDG 6.5
Water recycled (total)
4
million m
3
15.5 15.1 17.7 18.5 18.5
Specific water consumption
11
lt/t
Cementitious
product
260.5 255.7 256.5 259.3 241.2
lt/t
Cement
260.8 257.3 259.2 269.8 252.2
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Other air emissions
SDG 3.9
Overall coverage rate
%
65.4 74.1 79.8 78.1 82.8
SDG 9.4
Coverage rate continuous measurement
%
77.7 78.6 81.0 82.1 53.8
Dust emissions (total)
t
225.4 177.5 155.9 277.9 320.8
Specific dust emissions
g/tClinker
19.3 14.7 12.1 19.8 23.8
Coverage rate for dust emissions
%
100.0 100.0 100.0 100.0 100.0
NOx emissions (total)
t
14,962.1 15,316.6 16,880.8 18,863.1 23,063.4
Specific NOx emissions
g/tClinker
1,282.4 1,268.6 1,307.0 1,345.3 1,708.6
Coverage rate for NOx emissions
%
100.0 100.0 100.0 100.0 100.0
SOx emissions (total)
t
2,953.0 2,334.9 2,632.4 2,738.4 2,717.9
Specific SOx emissions
g/tClinker
253.1 193.4 203.8 195.3 201.4
Coverage rate for SOx emissions
%
100.0 100.0 100.0 100.0 100.0
TOC emissions (total)
t
435.3 682.2 546.9 710.7 610.3
Specific TOC emissions
g/tClinker
37.3 56.5 42.3 50.7 45.2
Coverage rate for TOC emissions
%
90.9 98.9 100.0 100.0 100.0
PCDD/F emissions (total)
mg
211.3 152.5 227.7 343.4 163.3
Specific PCDD/F emissions
ng/tClinker
18.1 12.6 17.6 24.5 12.1
Coverage rate for PCDD/F emissions
%
96.8 100.0 100.0 89.3 100.0
Hg emissions (total)
kg
360.3 494.5 492.8 478.0 768.0
Specific Hg emissions
mg/tClinker
30.9 41.0 38.2 34.1 56.9
Coverage rate for Hg emissions
%
100.0 97.0 100.0 96.0 90.3
Cd and Tl emissions (total)
kg
166.5 221.3 267.2 241.3 350.4
Specific (Cd and Tl) emissions
mg/tClinker
14.3 18.3 20.7 17.2 26.0
Coverage rate for (Cd and Tl) emissions
%
77.7 75.1 81.0 78.1 82.8
Sb, As, Pb, Cr, Co, Cu, Mn, Ni and V emissions (total)
kg
2,092.6 2,101.1 2,479.6 3,758.1 4,838.6
Specific (Sb, As, Pb, Cr, Co, Cu, Mn, Ni and V)
mg/tClinker
179.4 174.0 192.0 268.0 358.5
Coverage rate for (Sb, As, Pb, Cr, Co, Cu, Mn, Ni and V)
emissions
mg/tClinker
77.7 75.1 81.0 78.1 82.8
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SDGs &
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Key Performance Indicators Units 2020 2019 2018 2017 2016 Assurance GCCA UNGC UNCTAD SASB
2b. Ready Mix Concrete Activities – Environmental Performance
Climate change
Impact on energy recourses
SDG 9.4 Energy efficiency related to concrete production
kWh/
m
3
Concrete
3.5 3.7 3.8 3.2 3.7
Local Impacts
Impact on natural raw recourses
SDG 12.2 Recycled/reused concrete (internally and externally)
%Returned
concrete
90.3 86.6 86.9 87.7 86.6
Impact on water recourse
SDG 12.2
Total water withdrawal
million m
3
3.0 3.0 2.9 3.0 2.7
Specific water withdrawal
lt/m
3
Concrete
577.8 599.3 589.7 555.5 599.4
3. All Activities- Detailed disclosures concerning materials, fuels, and wastes
Impact on natural raw materials (extracted)
SDG 12.2
Raw materials consumed in total, for clinker and
cement production (dry)
11
t 19,251,498 19,593,979 21,225,412 23,042,010 22,153,556
Substitution of natural raw materials by alternative materials (byproducts)
SDG 12.4
Alternative materials consumed in total, for clinker and
cement production (dry)
11
t
1,309,939 1,493,110 1,231,546 1,317,648 1,194,837
Impact on fuels and energy resources
SDG 7.2
SDG
12.2
Fuel mix, energy consumption for clinker and cement
production
%Heat Basis
100.0 100.0 100.0 100.0 100.0
Conventional fossil fuels
11
%Heat Basis
86.9 86.5 88.0 91.1 91.6
Coal, anthracite, and waste coal
11
%Heat Basis
33.0 42.8 32.6 29.3 31.3
Petroleum coke
11
%Heat Basis
44.8 38.5 51.2 57.3 53.2
Lignite
%Heat Basis
1.7 1.6 1.0 1.6 0.7
Other solid fossil fuel
11
%Heat Basis
1.8 1.4 1.4 1.0 0.9
Natural gas
%Heat Basis
5.0 1.0 0.5 0.6 0.9
Heavy fuel (ultra)
%Heat Basis
0.3 0.6 0.8 0.7 2.1
Diesel oil
%Heat Basis
0.4 0.6 0.5 0.6 2.5
Gasoline, LPG
(Liquified petroleum gas or liquid propane
gas)
%Heat Basis
0.0 0.1 0.1 0.1 0.1
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SDGs &
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Key Performance Indicators Units 2020 2019 2018 2017 2016 Assurance GCCA UNGC UNCTAD SASB
SDG 7.2
Alternative fossil and mixed fuels
11
%Heat Basis
13.0 13.1 11.5 8.3 7.6
SDG 13.1
Tyres
%Heat Basis
3.0 3.1 2.8 2.1 1.7
SDG 12.2
RDF
%Heat Basis
3.6 3.9 1.7 0.8 0.4
Impregnated saw dust
%Heat Basis
0.8 0.7 0.7 0.5 0.5
Mixed industrial waste
%Heat Basis
1.2 1.4 1.8 1.0 0.8
Other fossil based and mixed wastes
11
%Heat Basis
4.4 4.0 4.5 3.9 4.2
Biomass fuels
%Heat Basis
0.1 0.4 0.5 0.6 0.8
Dried sewage sludge
%Heat Basis
0.02 0.0 0.0 0.1 0.1
Wood, non-impregnated saw dust
%Heat Basis
0.01 0.3 0.4 0.5 0.5
Agricultural, organic, diaper waste, charcoal
%Heat Basis
0.02 0.0 0.0 0.0 0.2
Other
%Heat Basis
0.00 0.0 0.0 0.1 0.0
Management of waste (produced on site)
SDG 12.4
Waste management (total, wet)
t
331,709 308,218 258,032 321,240 528,177
SDG 12.5
Non-hazardous waste
t
331,201 307,241 255,943 320,436 527,436
Hazardous waste
t
508 977 2,089 803 740
Waste management, break down by destination-
usage (wet)
%By mass
100.0 100.0 100.0 100.0 100.0
Reuse
%By mass
0.0 0.0 0.7 1.4 1.8
Recycle
%By mass
82.4 76.8 77.1 79.4 78.3
Recovery (including energy recovery)
%By mass
0.2 0.0 0.0 0.0 0.7
Incineration
%By mass
0.0 0.0 0.0 0.0 0.0
Landfill
%By mass
17.3 23.1 22.1 19.0 19.1
Other (incl. storage)
%By mass
0.1 0.1 0.1 0.1 0.1
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SDGs &
Targets
Key Performance Indicators Units 2020 2019 2018 2017 2016 Assurance GCCA UNGC UNCTAD SASB
4. Cement Activities - Avoided Impact (acc. to TITAN's Approach for avoided emissions, consumption of natural resources and landfilling)
Climate change
SDG 9.4
Avoided net direct CO
2
emissions
7,11
million t
29.3 27.8 26.3 24.9 23.6
Local Impacts
Avoided dust emissions
8
t
60,700 56,600 52,310 47,680 42,765
Avoided NOx emissions
8
t
261,235 241,555 221,025 199,555 176,785
Avoided SOx emissions
8
t
37,290 35,350 32,630 29,855 26,720
SDG 6.4
Avoided water consumption
9,11
million m
3
32.5 29.1 25.5 21.8 18.0
SDG 3.9
SDG 12.2
SDG 12.5
Avoided consumption of natural resources and
landfilling of alternative materials and fuels
9,11
million t
25.7 24.1 22.4 21.0 19.5
5. All Activities - Investments for the Environment
SDG 7.b
Environmental expenditures across all activities
10
million €
22.2 26.6 29.1 27.6 53.5
SDG 9.4
Environmental management
million €
13.9 16.8 16.3 15.8 19.6
Reforestation
million €
0.3 0.5 0.5 0.5 0.3
Rehabilitation
million €
0.7 0.6 0.5 0.5 0.9
Environmental training and awareness building
million €
0.3 0.2 0.2 0.2 0.2
Application of environmental friendly technologies
million €
4.2 6.4 9.6 8.7 30.4
Waste management
million €
2.7 2.1 1.9 2.0 2.0
Notes
SDG 3.9
SDG 9.4
General note on data consolidation
Consolidation (aggregation) of data for the key indicators of the Group environmental performance was made on the basis of the percentage of property share for each of the subsidiaries, where TITAN
holds a property share of more than 50.0%, also called share of equity for the purposes of non-financial data consolidation. The indicators were calculated according to the share of equity held by the
Group at the end of 2020. Performance of previous years was recalculated to reflect changes in share of equity in 2020. A detailed list of TITAN’s share of equity in all subsidiaries of the Group is
provided in Table 2.2.1.
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Notes on external verification, standards, and guidance
Assurance: Specific KPIs denoted in this Table are included in the scope of ERM Certification and Verification Services (ERM CVS) assurance engagement (ERM CVS’ “Independent assurance
statement”).
Standards: For the reporting standards under TITAN's Global Sectoral Approach, namely GCCA, UNGC, UNCTAD, and SASB, and connection with the KPIs in this Table, please refer to Table 2.5.
Guidance: TITAN follows the GCCA Sustainability Framework Guidelines, and the Sustainability Guidelines for the monitoring and reporting of: CO₂ emissions from cement manufacturing, co-
processing fuels and raw materials, monitoring and reporting of emissions, monitoring and reporting of water in cement manufacturing, and quarry rehabilitation and biodiversity management (for
all documents the reference is the latest edition of 2019 or 2020). The above Guidelines had superseded in 2020 the previous – and respective – Guidelines of the WBCSD/CSI, which were the
guidance for measuring, reporting and verifying environmental performance until (and including) year 2018. For the Sector standards, see details in Table 2.5.1.
Notes on specific environmental performance indicators
1. Active quarries within, containing or adjacent to areas designated for their high biodiversity value. See also Table 2.2.2
2. Sites with high biodiversity value where biodiversity management plans are actively implemented. See also Table 2.2.2
3. Coverage includes all quarries attached to cement plants and quarries for aggregates production.
4.New indicators
Quarry land areas rehabilitated from total impacted (cumulative)
Coverage includes all quarries under TITAN management control. This KPI is calculated as the percentage of the impacted/disturbed quarry areas that has been rehabilitated (total and cumulative),
aggregated at Group level. Under TITAN approach, this KPI is complementary to the KPIs under the topic of Impact on biodiversity and land stewardship in this Table, namely: “Sites with quarry
rehabilitation plans” and “Active quarry sites with biodiversity management plans”. Also, this KPI covers the requirement for reporting according to SASB Standards on “Biodiversity Impacts”, metric
EM-CM-160a.2 “Terrestrial acreage disturbed, percentage of impacted area restored”. The total (cumulative) area of disturbed land reached 36,2 million m2 in 2020, first year of disclosing such data.
Gross direct CO2 emissions (Scope 1) covered under limiting regulations
This KPI is calculated as the total amount of gross Scope 1 emissions that are covered under emissions-limiting regulations divided by the total amount of gross Scope 1 emissions, aggregated at
Group level. In combination with KPI “Gross direct CO2 emissions (Scope 1, total)”, this KPI covers the requirement for reporting according to SASB Standards on “Greenhouse Gas Emissions”, metric
EM-CM-110a.1 “Gross global Scope 1 emissions, percentage covered under emissions-limiting regulations”.
Water recycled (total)
This KPI is calculated in line with GCAA Sustainability Guidelines for the monitoring and reporting of water in cement manufacturing. In combination with KPI “Water withdrawal (total, by source)”,
this KPI covers the requirement for reporting according to SASB Standards on “Water Management” metrics EM-CM-140a.1 “(1) Total fresh water withdrawn, (2) percentage recycled, (3) percentage in
regions with High or Extremely High Baseline Water Stress”. For the latter, TITAN sites operating in water stressed areas were identified (73% of cement and grinding plants, 65% of quarries, and
62% of ready mix sites), based on the results of the water risk assessment, made in 2020 with the use of the Aqueduct tool of the World Resources Institute (WRI).
5. Indirect CO₂ emissions are related to emissions released for the production of the electrical energy consumed at TITAN’s facilities. For their calculation, we use emission factors provided by the
supplier of the electrical energy or other publicly available data sources.
6. Biomass rate corresponds to the percentage of total thermal energy consumption that comes from renewable energy sources.
7. Avoided CO2 emissions is the total accumulated quantity for the period between the specific year and the base year which in the case of CO2 emissions is 1990 in accordance to the Kyoto
protocol. The base year performance for specific net direct netdirect CO2 emissions was 778.3kg/tCementitious product, adjusted for the equity of year 2020.
8. Avoided air emissions are the total accumulated quantities (for each specific emission separately) for the period between the specific year and the base year which in the case of air emissions is
2003, the year of publishing the first sustainability report of TITAN Group. The base year performance for specific dust emissions was 370.3g/tClinker, for specific NOx emissions was
2,969.2g/tClinker and for specific SOx emissions was 418.8g/tClinker, adjusted for the equity of year 2020.
9.Avoided natural resources consumption is the total accumulated quantity (for water and raw materials/fuels separately) for the period between the specific year and the base year which in the
case of natural resources is 2003, the year of publishing the first sustainability report of TITAN Group. The base year performance for specific water consumption was 503.9lt/tCement, adjusted for
the equity of year 2020. According to TITAN’s approach, all quantities of alternative raw materials and fuels would, otherwise, have been handled as waste and would have been landfilled, with
subsequent impacts to the local environment, land, water resources, and ecosystems.
10.The definition of Environmental expenditures across all activities is equivalent to the definition of Green Investment. See Notes of sub-section 2.1. Value Creation Core Indicators Index.
11.2019 figures adjusted based on updated information received after the publication of 2019 IAR.
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2.2.1 TITAN Group Basis for Calculating Environmental Performance Indicators, using the Share of equity
1
Region Country Activity 2020 2019
USA USA All 100.00% 100.00%
Greece and Western Europe Greece All 100.00% 100.00%
Albania All 100.00% 100.00%
Bulgaria All
100.00% 100.00%
North Macedonia All 100.00% 100.00%
Kosovo All 100.00% 100.00%
Serbia All 100.00% 100.00%
Egypt All 100.00% 100.00%
Adocim all activities 75.00% 75.00%
Marmara grinding plant 100.00% 100.00%
Note
1. The term "share of equity" is used as a "proxy" of the percentage of property share, and only for the above purposes
Southeastern Europe
Eastern Mediterranean
Turkey
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2.2.2 TITAN Group Quarry Sites with High Biodiversity Value
Site Country Raw Material
use
Location Status Biodiversity
Management
Plan
Notes
Pennsuco
Quarry
USA
Cement &
Aggregates
Miami
Florida
Inside area for protection of
freshwater ecosystems
(wetlands) on local/state
level
YES
According to New Permit (April 2010), Under Lake
Belt Plan -“Restoring Littoral Shelf Areas”.
BMP developed in 2012.
Center Sand
Quarry
USA Aggregates
Clermont,
Florida
Adjacent to area for
preservation of terrestrial
ecosystems on local/state
level
YES
Relocate Gopher Tortoise Protected Species into
new-created Conservation Area - Monitoring
Program ongoing.
BMP developed in 2013.
Corkscrew
Quarry
USA Aggregates
Naples,
Florida
Adjacent to area for
protection of freshwater
ecosystems (wetlands) on
local/state level
YES
Preservation of wetlands from invasive species;
need to adjust BMP as per the GCCA Sustainability
Guidelines for quarry rehabilitation and biodiversity
management.
Zlatna
Panega
Quarry
Bulgaria Cement
Zlatna
Panega
Partly inside NATURA 2000
area for protection of
terrestrial ecosystems (SAC)
YES
Baseline assessment by an "Initial Ecological
Scoping Study" (ATKINS).
A structured BMP was developed in end 2013 acc. to
CSI Guidance; implemented in 2014.
Xilokeratia
Quarry
Greece Cement Milos Island
Inside/adjacent to NATURA
2000 area for protection of
terrestrial and maritime
ecosystems (SAC/SPA)
YES
Apsalos
(West &
East)
Quarries
Greece Cement
Apsalos,
Pella
Inside NATURA 2000 area for
protection of terrestrial
ecosystems (SPA)
Aspra
Homata I + II
Quarries
Greece Cement
Apsalos,
Pella
Inside NATURA 2000 area for
protection of terrestrial
ecosystems (SPA)
Rethimno
Quarry
Greece Aggregates
Rethimno,
Crete Island
Inside area for protection of
terrestrial ecosystems on
national level
YES
Leros Quarry Greece Aggregates Leros Island
Inside area for protection of
terrestrial ecosystems on
national level
YES
Biodiversity Study completed in 2018, followed by
BMP.
Agrinio
Quarry
Greece Aggregates
Agrinio,
Aitoloaka-
rnania
Inside area for protection of
terrestrial ecosystems on
national level
NO
Biodiversity Study ongoing, to complete in 2021.
Biodiversity Studies for the 'baseline' assessment
completed in 2015, followed by BMPs. The Apsalos
and Aspra Homata quarries are covered by the
same biodiversity study and BMP.
YES
Notes
1. The above Table is complementary to the Table 2.2, and in specific for the KPIs:
• Number of active quarries within, containing or adjacent to areas designated for their high biodiversity value.
• Number of quarries with high biodiversity value where biodiversity management plans are actively implemented.
• Percentage of quarries with high biodiversity value where biodiversity management plans are actively implemented.
2. In 2020 an updated biodiversity risk assessment was made for all TITAN Group sites with the use of the Integrated Biodiversity Assessment Tool (IBAT).
Four new sites (three of which under TITAN full management control), in addition to the known cases listed in the above Table, that were recognized from this
high-level assessment as being in proximity to (or part of) areas of high biodiversity value are not disclosed in this list yet, until further assessment of the
biodiversity baseline conditions is completed in 2021, in line with the key principles of the GCCA Sustainability Guidelines for Quarry Rehabilitation and
Biodiversity Management (May 2020).
3. The above Table includes the needed disclosures for supporting TITAN's performance monitoring and reporting according to the sectoral commitments
(GCCA Sustainability Guidelines for Quarry Rehabilitation and Biodiversity Management, May 2020). Also this information for the environmental management
plan(s) concerning Biodiversity in specific, combined with the disclosures under the section 'ESG Performance overview' of this report, cover the requirements
for reporting according to the SASB Standards for 'Biodiversity Impacts' and in more specific the metric EM-CM-160a.1 'Description of environmental
management policies and practices for active sites'.
TITAN Cement Group
Integrated Annual Report 2020
96
SDGs &
Targets
ESG Performance Indicators 2020 2019 2018 2017 2016 Assurance GCCA UNGC UNCTAD SASB
Health and safety
All activities performance acc. to the TITAN Global Sectoral
Approach, Group total
SDG 3.6
Employee fatalities 1 0 0 0 0
SDG 3.8
Employee fatality rate 1.85 0.00 0.00 0.00 0.00
SDG 4.3
Contractors fatalities 2 0 2 0 0
SDG 8.8
Third-party fatalities 0 0 0 0 1
Employee Lost Time Injuries (LTIs) 6 16 17 27 22
Employee Lost Time Injuries Frequency Rate (LTIFR) 0.57 1.44 1.54 2.41 1.92
Employee lost working days 228 637 615 1,220 897
Employee Lost Time Injuries Severity Rate 21.5 57.4 55.7 109.0 78.2
Contractors Lost Time Injuries (LTIs) 10 10 9 7 7
Contractors Lost Time Injuries Frequency Rate (LTIFR) 1.46 1.35 1.12 0.82 0.73
All activities performance leading indicators, Group total
Near misses 3,467 3,746 2,169 1,185 1,304
Training man-hours on health and safety per employee
1
6.88 14.10 12.98 12.32 12.35
Training man-hours on health and safety per contractor
1
10.40 12.34 14.88 11.73 11.54
Expenditures for Health and Safety (Euros). Group Total
2
8,501,138 n/a n/a n/a n/a
Cement operations performance acc. to the TITAN Global
Sectoral Approach, Group total
Employee fatalities
0
0000
Employee fatality rate
0.00
0.00 0.00
0.00
0.00
Contractors fatalities
2
0200
Third-party fatalities
0
0000
Employee Lost Time Injuries (LTIs)
2
10 8 16 11
Employee Lost Time Injuries Frequency Rate (LTIFR)
0.33
1.59 1.25 2.41 1.54
Employee lost working days
176
440 416 1,014 313
Employee Lost Time Injuries Severity Rate
29.2
69.9 65.0 152.8 43.8
Contractors Lost Time Injuries (LTIs) 8 8 6 6 2
2
2
.
.
3
3
S
S
o
o
c
c
i
i
a
a
l
l
P
P
e
e
r
r
f
f
o
o
r
r
m
m
a
a
n
n
c
c
e
e
I
I
n
n
d
d
e
e
x
x
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SDGs &
Targets
ESG Performance Indicators
Greece and
Western Europe
USA SEE EM Assurance GCCA UNGC UNCTAD SASB
SDG 3.6
Employee fatalities 0 1 0 0
SDG 3.8
Employee fatality rate 0.00 4.28 0.00 0.00
SDG 4.3
Contractors fatalities 0 0 1 1
SDG 8.6
Third-party fatalities 0 0 0 0
SDG 8.8
Employee Lost Time Injuries (LTIs) 1 2 3 0
SDG 10.3
Employee Lost Time Injuries Frequency Rate (LTIFR) 0.49 0.39 1.48 0.00
Employee lost working days 19 0 209 0
Employee Lost Time Injuries Severity Rate 9.36 0.00 102.89 0.00
Contractors Lost Time Injuries (LTIs) 2 0 5 3
Contractors Lost Time Injuries Frequency Rate (LTIFR) 0.00 0.00 9.45 7.97
Health and safety data by activity, 2020 Performance
C
C
e
e
m
m
e
e
n
n
t
t
A
A
g
g
g
g
r
r
e
e
g
g
a
a
t
t
e
e
s
s
R
R
e
e
a
a
d
d
y
y
M
M
i
i
x
x
O
O
t
t
h
h
e
e
r
r
Employee fatalities
0
0
1
0
Employee fatality rate 0.00 0.00 6.55 0.00
Contractor fatalities 2 0 0 0
Third-party fatalities 0 0 0 0
Employee Lost Time Injuries (LTIs) 2 0 4 0
Employee Lost Time Injuries Frequency Rate (LTIFR) 0.33 0.00 1.21 0.00
Employee lost working days 176 0 52 0
Employee Lost Time Injuries Severity Rate 29.18 0.00 15.70 0.00
Contractor Lost Time Injuries (LTIs) 8 0 2 0
Contractor Lost Time Injuries Frequency Rate (LTIFR) 1.37 0.00 5.02 0.00
Health and safety data by region, 2020 Performance
TITAN Cement Group
Integrated Annual Report 2020
98
SDGs &
Targets
ESG Performance Indicators 2020 2019 2018 2017 2016 Assurance GCCA UNGC UNCTAD SASB
SDG 5.4
Average employment, Group total
3
5,363 5,382 5,424 5,552 5,612
SDG 5.4
Number of employees as of 31 December 2020, Group total 5,359 5,400 5,365 5,432 5,482
SDG 8.5
Employee turnover (%), Group average 11.31% 12.33% 11.03% 13.94% 13.57%
SDG 8.6
Employees left. Group total 606 666 592 757 744
SDG 8.8
Employee new hires (%), Group average 11.18% 14.24% 10.27% 13.02% 10.40%
SDG 10.3
Employee new hires, Group total
599
769
551
707
570
New hires per age group
Under 30 145 204 157 200 168
Between 30-50 345 417 294 367 282
Over 50 109 148 100 140 120
New hires per gender
Females 80 119 77 123 72
Males 519 650 474 584 498
Employment per age group
2
Under 30 362 388 n/a n/a n/a
Between 30-50 2,808 2,896 n/a n/a n/a
Over 50 2,191 2,118 n/a n/a n/a
Employment per type
4
Full time 5,231 5,297 5,342 5,461 5,526
Part Time 48 42 28 35 27
Temporary 80 61 54 56 59
Employment per category
4
Managers 649 641 481 473 464
Senior managers 121 114 121 126 121
Administration/technical 1,459 1,460 1,616 1,654 1,655
Semi skilled/unskilled 3,130 3,185 3,214 3,294 3,372
Employment per gender
4
Females 663 657 641 653 641
Males 4,696 4,743 4,783 4,899 4,971
Share of women in employment, Group average
4
12.37% 12.17% 11.82% 11.76% 11.42%
Share of women in management, Group average
4
16.49% 15.50% 16.53% 15.69% 16.24%
Share of women in Senior Management, Group average
4
14.05% 14.91% 19.01% 16.67% 17.69%
Employees from local community, Group average
4,5
83.16% 83.32% 80.79% 80.00% 81.20%
Unionized employees, Group total
6
33.48% 33.85% 30.94% 34.81% 40.93%
Employment
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SDGs &
Targets
ESG Performance Indicators 2020 2019 2018 2017 2016 Assurance GCCA UNGC
UNCTAD
SASB
SDG 4.3
Training investment per (trained) employee (euros), Group
average
2,4
1
1
0
0
5
5
2
2
0
0
2
2
2
2
0
0
5
5
1
1
5
5
7
7
2
2
2
2
6
6
SDG 4.4
Training investment (euros), Group total
2
4
4
8
8
5
5
,
,
3
3
3
3
1
1
9
9
0
0
0
0
,
,
4
4
9
9
5
5
1
1
,
,
0
0
3
3
5
5
,
,
3
3
9
9
8
8
8
8
7
7
1
1
,
,
9
9
9
9
2
2
1
1
,
,
2
2
6
6
9
9
,
,
4
4
1
1
0
0
SDG 5.1
SDG 5.5
Training investment per gender (euros), Group total
2,4
SDG 8.5
Females 112,819 209,268 187,153 191,633 200,687
SDG 10.2
Males 372,512 691,659 848,245 680,359 1,068,723
SDG 10.3
Trained employees, Group total
4
4,606 4,465 5,064 4,717 4,824
SDG 16.5
Share of trained employees (in total workforce), Group
average
4
85.95% 82.69% 93.36% 84.96% 85.96%
Share of trained female employees (i
n total female
employees). Group average
4
93.21% 95.13% 97.50% 94.03% 95.63%
Trained employees per category, Group total
4
Managers 651 538 643 595 644
Senior managers 106 133 142 178 130
Administration/technical 1,408 1,824 2,007 1,852 1623
Semi skilled/unskilled 2,441 1,970 2,272 2,092 2427
Trained employees per age group, Group total
4
Under 30 318 461 510 444 432
Between 30-50 2,631 2,644 2,982 2,725 2,867
Over 50 1,657 1,360 1,572 1,548 1,525
Training hours, Group total 79,350 137,272 138,114 155,587 158,210
Average training hours per employee (over the total number
of direct employees), and breakdown per gender, Group
total
4
14.81 25.42 25.46 28.02 28.19
Average female 18.06 35.32 35.66 37.00 36.00
Average male 14.35 24.05 24.10 27.00 27.00
People Development
TITAN Cement Group
Integrated Annual Report 2020
100
SDGs &
Targets
ESG Performance Indicators 2020 2019 2018 2017 2016 Assurance GCCA UNGC UNCTAD SASB
Training hours per subject, Group total
SDG 4.3
Company on-boarding
2
942 6,414 n/a n/a n/a
SDG 4.4
Compliance 6,359 1,191 1,430 308 64
SDG 5.1
CSR and Sustainability 525 970 955 211 55
SDG 5.5
Digital
2
2,767 11,767 n/a n/a n/a
SDG 8.5
Environment 2,115 3,722 3,136 4,801 3,647
SDG 10.2
Foreign languages 2,837 3,113 3,929 6,772 12,493
SDG 10.3
Functional competence 4,994 3,512
SDG 16.5
Generic competence 2,947 6,302
Health and safety 36,912 76,372 69,591 68,200 69,317
Managerial skills 3,615 10,297 15,223 19,883 23,248
Other 3,620 1,276 2,440 4,716 8,885
Security 586 407 761 754 653
Technical know-how 11,132 11,931 17,497 22,217 21,331
SDG 2.1
Donations (euros), Group total
2
2,125,725 2,532,248 2,263,920 2,083,370 2,643,703
SDG 2.3
Donations in cash (euros), Group total
2
1,560,093 2,020,330 1,626,390 1,498,483 1,053,426
SDG 4.3
Donations in kind (euros), Group total
2
565,633 511,918 637,530 584,887 1,590,278
SDG 4.4 Internships, Group total 251 396 477 910 730
SDG 9.3
New entry level jobs from internships/traineeships, Group
total
15 24 23 24 62
Key operations with Community Engagement Plans related
to material issues and Group policies
2,7
14 of 14 6 of 14 3 of 14 n/a n/a
Local Spend (%), Group average
2
66.95% 65.35% n/a n/a n/a
Notes
23,152 27,725 18,517
General Note for the consolidation of data
Consolidation (aggregation) of data for the above Social Performance Indicators was made with 100.0% contribution for all subsidiaries, where TITAN holds percentage of property share of more than
50.0%, also called share of equity for the purposes of ESG performance statements data consolidation. A detailed list of TITAN Group subsidiaries and TITAN’s share of equity is provided in Table 2.3.1..1.
Notes for the external verification, standards, guidance, and terms used
Assurance: Specific KPIs denoted in this Table are included in the scope of ERM Certification and Verification Services (ERM CVS) assurance engagement (ERM CVS’ “Independent assurance
statement”).
Standards: For the reporting standards under TITAN's Global Sectoral Approach, namely the GCCA, UNGC, UNCTAD, and SASB, and connection with the KPIs in this Table, please refer to Table 2.5.
Guidance: TITAN follows the GCCA Sustainability Framework Guidelines, and the Sustainability Guidelines for the monitoring and reporting of safety in cement and concrete manufacturing (last
edition in February 2020). This document has been agreed within the GCCA to have extended application to concrete and other related activities.
Stakeholder Engagement
General Note for the consolidation of data
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101
Notes on specific KPIs
1. The KPI was calculated for closing of the reporting period 2020 in accordance with the practice for all Safety data, being the use of "Average Employment" (see Note 3). This is consistent with all
years prior to 2020.
2. Relevant information is not available for the specific years denoted as 'n/a'.
For the definitions related to "Training Investment", "Donations", and "Local Spend", see the terms under the subsection 2.1. Value Creation Core Indicators Index.
In specific for the new KPI ''Expenditures for Health and Safety'': TITAN launched a Group-level approach and methodology for the first time in 2020, following the UNCTAD “Guidance on Core
indicators for entity reporting on the contribution towards the attainment of the Sustainable Development Goals” (2019), and building on bench strength and the technical capacity of internal
systems. The efforts were coordinated by the Group Health & Safety Dpt., and the project was rolled-out in all BUs across the Group with consistent rules. Data collection covered 4 categories of
expenditures: (1) Consumables (PPEs etc.), (2) Training on Occupational H&S, and awareness building, (3) Facilities (spend in infrastructure), and (4) H&S Management. The information was secured
with the use of the Group internal data collection system. Comparable figures for this KPI are not available for years before 2020.
3. The calculation of the"Average Employment" was made according to Belgian Law (sec. 165 XIVB of RD of 30 January 2001).
4. KPIs calculated on the basis of "Average Employment" data for years 2016-2018. As of 2019, the specific KPIs are calculated on the basis of the Number of employees as of 31 December. Figures for
the KPI "Share of trained female employees (in total female employees)" which were calculated above 100% (because of the Turnover for Females, or other reasons) needed to be reported as 100%.
5. Specific information not available for the operations of TITAN in USA. The percentages for the Group Average are calculated excluding the employment of TITAN in USA.
6. Specific information provided by the Adocim BU under confidentiality for the names of employees.
7. The KPI "Key operations with Community Engagement Plans related to material issues and Group policies" was incorporated for the first time in the KPIs Index in this report. In 2020 TITAN
progressed with the recording of all important information about initiatives and actions for community engagement on Group level, across all BUs and in a consistent manner. The BUs were guided
and facilitated to provide their self-assessment for each of the initiatives and actions, and following TITAN's principles and guiding criteria. This work was piloted as a project in 2020 using the
Group internal data collection system. Figures for previous years are in accordance to disclosures inside the TITAN IAR 2019, and TITAN IAR 2018.
TITAN Cement Group
Integrated Annual Report 2020
102
2.4 Governance Core Indicators
SDGs 2030
and targets
Governance Core Indicators Notes Performance 2020 Reporting Standards
Board of Directors
SDG 5.5
Number and percentage of female board
members
Number of females: 3
Contribution to the total: 21%
UNGC & UNCTAD
5.5.2.
Board members by age range
Under 30
0
Between 30-50
1
Over 50
13
Number of independent board members
8
Number of board meetings and attendance
rate
1
6 scheduled meetings and 2 unscheduled. The
attendance rate in 7 out of 8 meetings (6 scheduled
and 1 unscheduled) was 100%. In the 2nd unscheduled
meeting, where only the non-executive directors, the
Managing Director and the Chairman of the Group
Executive Committee were invited to participate, the
attendance rate was 10 out of 11.
Number of meetings of audit committee and
attendance rate
2
5 audit and risk commitee meetings with participation
of all 3 members in 4 meetings and 2 members in one
meeting.
Compensation: total and compensation per
board member and executive
3
The detailed figures, as compensation for each Board
member, will be provided in the Corporate
Governance Statement for 2020.
Other disclosures related to Governance
Amount of fines paid or payable due to
convictions (in euros)
40
UNGC, UNCTAD
16.5.2 and SASB
Average number of hours of training on anti-
corruption issues, per year per employee
5 1.19
UNGC and UNCTAD
16.5.2
Notes
Note for the standards, guidance, and terms used
The KPIs referred in ESG Performance Statements as Governance core indicators are in line with the requirements of the UNCTAD Guidance on
reporting of Core Indicators (UNCTAD, 2019), and are connected with the most relevant SDGs and specific Targets for each SDG. Specific KPIs from
this list are also essential to reporting on progress with respect to TITAN Group commitments for the UNGC Ten Principles.
Notes for specific Governance core indicators
1. Number of board meetings during the reporting period and number of Board members who participate at each Board meeting during the reporting
period divided by the total number of directors sitting on the Board multiplied by the number of Board meetings during the reporting period.
2. Number of board meetings during the reporting period and number of Audit committee members who participate at each Audit committee
meeting during the reporting period divided by the total number of members sitting on the Audit committee multiplied by the number of Audit
committee meetings during the reporting period.
3. Total annual compensation (including base salary and variable compensation) for each executive and non-executive director.
4. Total monetary value of paid and payable corruption-related fines imposed by regulators and courts in the reporting period. This disclosure covers
the requirements for reporting according to the SASB Standards for 'Pricing Integrity & Transparency' and in more specific the metric (KPI) EM-CM-
520a.1. 'Total amount of monetary losses as a result of legal proceedings associated with cartel activities, price fixing, and anti-trust activities'.
5. Average number of hours of training in anti-corruption issues per employee per year (as total hours of training in anti-corruption issues in the
reporting period, divided by the total number of trained employees). TITAN categorizes as such training the subjects under the subjects of:
"Compliance" (see Table 2.3, for the KPI "Training hours per subject, Group total"). In more specific the trainings for Group Policies on Human Rights,
Code of Conduct, and other related to areas of anti-corruption and anti-bribery, also grievance mechanisms (TITAN ETHICS POINT), and without
considerinng this list as exhaustive.
SDG 16.7 UNGC
UNGC & UNCTAD
16.6
SDG16.6
SDG16.5
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Table 2.5 TITAN Reporting Standards for the ESG Performance disclosures in 2020
Areas of ESG Performance
GCCA UNGC UNCTAD SASB
Environment (Connection with KPIs in Table 2.2 )
Local Impacts
Impact on natural raw materials recourses
Substitution of natural raw materials by alternative materials (byproducts)
Impact on water recourses
EM-CM-140a.1
Avoided consumption of water
EM-CM-160a.1
EM-CM-160a.2
Air emissions
EM-CM-120a.1
Avoided emissions to air (dust, SOx, and NOx)
Management of waste
EM-CM-150a.1
Impact on fuels and energy resources
EM-CM-130a.1
Climate change
Impact on green house gas emissions
EM-CM-110a.1
Alternative fuels and materials
Impact on energy recourses
Avoided CO
2
emissions
Investments for the Enrironment ('Green Investment')
Social (Connection with KPIs in Table 2.3)
Health and safety
EM-CM-320a.1
Employment
People Development
Stakeholder Engagement
Governance (Connection with disclosures in Table 2.4)
EM-CM-520a.1
References to the TITAN Group Global Compact Advanced
Communication on Progress Review (COP)
Connection with disclosures in Table 4 "2020 TITAN Group Global
Compact Advanced Communication on Progress Review (CoP)", and Table
5 "Transparency International - Corruption Perception Index 2020"
EM-MM-210a.1
EM-MM-21
0a.2
EM-MM-210a.3
EM-MM-310a.1
EM-MM-310a.2
EM-MM-510a.2
Notes for the standards used
G
G
C
C
C
C
A
A
:
: TITAN follows the GCCA Sustainability Framework Guidelines, and the Sustainability Guidelines for the monitoring and reporting of: safety in
cement and concrete manufacturing, CO₂ emissions from cement manufacturing, co-processing fuels and raw materials, monitoring and reporting of
emissions, monitoring and reporting of water in cement manufacturing, and quarry rehabilitation and biodiversity management (for all documents
the reference is to last edition in 2019 or 2020). The above Guidelines had superseded in 2020 the previous – and respective – Guidelines of the
WBCSD/CSI, which were the guidance for measuring, reporting and verifying environmental performance until (and including) year 2018. For the
Sector standards see details in Table 2.5.1.
U
U
N
N
G
G
C
C
:
: TITAN follows the reporting requirements for meeting the criteria of the UN Global Compact relating to a Communication on Progress (COP)
Advanced Level. See details in Table 4.
U
U
N
N
C
C
T
T
A
A
D
D
:
:
TITAN has adopted under its reporting framework the applicable KPIs according to the Guidance of the United Nations – UNCTAD
“Guidance on Core indicators for entity reporting on the contribution towards the attainment of the Sustainable Development Goals” (latest
publication in 2019), as supplementary to the above Reporting Standards S1 and S2.
S
S
A
A
S
S
B
B
:
:
In 2020, TITAN also incorporated the Sustainability Accounting Standards Board (SASB) Framework in the preparation of non-financial
disclosures, in order to appropriately address the more financially-material ESG issues. The SASB Framework was leveraged for the purpose of
connecting the SASB Materiality Map® with the 2020 Group’s materiality assessment, and allowed the alignment between the Group and its
subsidiaries. In the same direction the Group also started reporting in alignment with the Sustainability Accounting Standard Board (SASB) for the
specific requirements of industries mostly relevant to our operations, namely the Construction Materials industry and the Metals & Mining industry.
Reporting Standards
EM-CM-110a.2
Impact on biodiversity and land stewardship
TITAN Cement Group
Integrated Annual Report 2020
104
Table 2.5.1. Sector Standards for the Non-financial disclosures in 2020
Sector Association or Initiative Guidelines and other documents of reference Published
Sustainability Charter
Sustainability Framework Guidelines
Sustainability Guidelines for the monitoring and reporting of safety in cement and concrete manufacturing. This document
has been agreed within the GCCA to have extended application to concrete and other related activities [Pillar 1]
Sustainability Guidelines for the monitoring and reporting of CO
2
emissions from cement manufacturing [Pillar 2]
Sustainability Guidelines for the monitoring and reporting of water in cement manufacturing [Pillar 4]
Sustainability Guidelines for the monitoring and reporting of emissions from cement manufacturing [Pillar 4]
Sustainability Guidelines for co-processing fuels and raw materials in cement manufacturing [Pillar 5]
Sustainability Guidelines for quarry rehabilitation and biodiversity management [Pillar 4]
Guidelines for Environmental and Social Impact Assessment (ESIA) 2016
Recommended Good Practices for: (a) Contractor Safety, and (b) Driving Safety 2009
GCCA Latest edition in 2019 or 2020
(Previously) WBCSD/CSI
Notes
1. The GCCA has built its Sustainability Charter around five (5) Sustainability Pillars: Pillar 1: Health and Safety, Pillar 2: Climate Change and Energy, Pillar 3: Social Responsibility, Pillar 4:
Environment and Nature and Pillar 5: Circular Economy
2. TITAN was actively participant in five (5) Working Groups under the framework of activities of the GCCA in 2020: WG1. Health and safety in the cement and concrete industries, WG2.
Thought leadership and policy for cement and concrete, WG4. 2050 concrete roadmap, WG5. Innovation in cement and concrete, and WG6. Good practices and benchmarking.
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Policies related to ESG Performance Albania Bulgaria Egypt Greece Kosovo North
Macedonia
Serbia Turkey USA
Human Rights Policy
Anti-bribery and Corruption Policy
People Management Framework
CSR Policy
Code of Conduct
Environmental Policy and Climate Mitigation Strategy
Occupational Health and Safety Policy
Confict of Interest Policy
Policy assessment
3. Group Policies and Management Systems Related to ESG Performance
Policy dissemination (translated and communicated in local languages)
3.1 Group Policies
Policy implementation (training required with high level of coverage for employees)
TITAN Cement Group
Integrated Annual Report 2020
106
Area Albania Bulgaria Egypt Greece Kosovo North Macedonia Serbia Turkey USA
H&S OHSAS 18001
All operations
(except 1
terminal)
ISO 45001
All operations
ISO 45001
All integrated
cement plants
ISO 45001
All operations
(except 2
terminals)
ISO 45001
All operations
ISO 45001
All operations
OHSAS 18001
All operations
OHSAS 18001
(1) integrated
cement plant,
(1) grinding
cement plant
and (1) RMC
unit
All operations
conform with the
regulatory
framework of MSHA
and OSHA
Environment ISO 14001
All operations
(except 1
terminal)
ISO 14001
All operations
ISO 14001
All integrated
cement plants
ISO 14001
All operations
(except 2
terminals)
ISO 14001
All operations
ISO 14001
All operations
ISO 14001
All operations
ISO 14001
(1) integrated
cement plant,
(1) grinding
cement plant
and (1) RMC
unit
All operations
conform with the
regulatory
framework of EPA
Quality ISO 9001
All operations
ISO 9001
All operations
ISO 9001
All integrated
cement plants
ISO 9001
All operations
ISO 9001
All operations
ISO 9001
All operations
ISO 9001
All operations
ISO 9001
All operations
(except 1
terminal)
Quality ASHTO
All operations
Energy ISO 50001
All RMC units
Energy audits
(1) integrated
cement plant
ISO 50001
All integrated
cement plants,
Energy audits
All RMC units
All aggregates
quarries
ISO 50001
All integrated
cement plants
(3) quarries for
cement raw
materials
(1) RMC unit
ISO 50001
All integrated
cement plants
Social GHRMS/SF and SA
8000
All operations
GHRMS/SF
All operations
GHRMS/SF
All operations
GHRMS/SF
All operations
GHRMS/SF and
SA 8000
All operations
GHRMS/SF
All operations
GHRMS/SF
All operations
GHRMS/SF
All operations
GHRMS/SF
All operations
3.2 Group Management Systems
ESG performance
review
Management
Report
107
Scope Principle Criteria for GC Advanced Level TITAN Approach TITAN Reference
Human Rights
Management
Policies &
Procedure
Principle 1
Businesses should
support and respect
the protection of
internationally
proclaimed human
rights
Principle 2
Businesses should
make sure they are
not complicit in
human rights abuse
Criterion 3
The CoP describes robust
commitments, strategies or
policies in the area of human
rights
Criterion 4
The CoP describes effective
management systems to
integrate the human rights
principles
Criterion 5
The CoP describes effective
monitoring and evaluation
mechanisms of human rights
integratio
TITAN’s Human Rights Policy
(updated in 2020) is in line with the
UN Guiding Principles on Business
and Human Rights (2011). The policy
explicitly addresses the provisions of
the International Bill of Human Rights
(consisting, in addition to the
Universal Declaration of Human
Rights), of the International Covenant
on Economic, Social and Cultural
Rights) and the principles concerning
fundamental rights set out in the
International Labor Organization’s
Declaration on Fundamental
Principles and Rights at Work.
We set targets to improve
continuously our performance
particularly in the areas identified
and prioritized as more material for
our stakeholders.
IAR 2020
Understanding TITAN and Management report. In specific: Message from the Chairman
of the BoD, Message from the Chairman of the Group Executive Committee, Corporate
governance and risk management, ESG performance overview, and ESG performance
statements: Table 1, Table 2.2, Table 2.3, Table 3.1, and Table 3.2.
Additional Notes to the ESG performance statements:
1. TITAN received no fines for non-compliance with human rights-related laws and
regulations in 2020.
2. Unions, where established, operate freely according to each country’s laws and
regulations.
3. Sustainability clauses referring to respect of human rights are included in all tenders
for global suppliers and contracts for local suppliers.
4. Security is fundamental for a safe working environment, protection of assets and
intellectual property. Third parties providing or interested to provide security services
must ensure that their employees are trained appropriately and respect the international
standards and principles.
5. A Group-level grievance mechanism is in place to facilitate reporting of potential
violations of Group Code of Conduct and respective policies.
6. All operations certified according to ISO 14001 and ISO 9001 (see Table 3.2) apply
mechanisms to record feedback and complaints by key external stakeholders.
TITAN Website: Sustainability, and Corporate Governance/Group Policies
4. 2020 TITAN Group Global Compact Advanced Communication on Progress Review (CoP)
The contents of TITAN Group 2020 Integrated Annual Report also serve as a progress report on implementation of the ten principles of the UN Global Compact and the Sustainable Development Goals.
Since 2015, TITAN communicates performance to stakeholders also aligned with SDGs 2030 and key performance indicators in the ESG Performance statements are accordingly to codified serve
understanding of TITAN’s contribution to sustainable development.
Implementing
the Ten
Principles into
Strategies and
Operations
Criterion 1
The CoP describes
mainstreaming into
corporate functions and
business units
Criterion 2
The CoP describes value
chain implementation
TITAN’s commitment to responsible
business is embedded into governing
objective and business practice,
articulated in TITAN’s Code of
Conduct and Group Policies for
Human Rights, Occupational Health
and Safety, Environmental Policy and
Climate Mitigation Strategy, Anti-
Corruption and Bribery
IAR 2020
Understanding TITAN and Management report. In specific: Message from the Chairman
of the BoD, Message from the Chairman of the Group Executive Committee, Corporate
governance and risk management, ESG performance overview, and ESG performance
statements: Table 1, Table 2.1, Table 2.1.1, Table 2.2, Table 2.3, Table 2.5, Table 3.1 , and
Table 3.2.
TITAN Website: Sustainability, and Corporate Governance/Group Policies
Scope Principle Criteria for GC Advanced Level TITAN Approach TITAN Reference
Human Rights
Management
Policies &
Procedure
Principle 1
Businesses should
support and respect
the protection of
internationally
proclaimed human
rights
Principle 2
Businesses should
make sure they are
not complicit in
human rights abuse
Criterion 3
The CoP describes robust
commitments, strategies or
policies in the area of human
rights
Criterion 4
The CoP describes effective
management systems to
integrate the human rights
principles
Criterion 5
The CoP describes effective
monitoring and evaluation
mechanisms of human rights
integratio
TITAN’s Human Rights Policy
(updated in 2020) is in line with the
UN Guiding Principles on Business
and Human Rights (2011). The policy
explicitly addresses the provisions of
the International Bill of Human Rights
(consisting, in addition to the
Universal Declaration of Human
Rights), of the International Covenant
on Economic, Social and Cultural
Rights) and the principles concerning
fundamental rights set out in the
International Labor Organization’s
Declaration on Fundamental
Principles and Rights at Work.
We set targets to improve
continuously our performance
particularly in the areas identified
and prioritized as more material for
our stakeholders.
IAR 2020
Understanding TITAN and Management report. In specific: Message from the Chairman
of the BoD, Message from the Chairman of the Group Executive Committee, Corporate
governance and risk management, ESG performance overview, and ESG performance
statements: Table 1, Table 2.2, Table 2.3, Table 3.1, and Table 3.2.
Additional Notes to the ESG performance statements:
1. TITAN received no fines for non-compliance with human rights-related laws and
regulations in 2020.
2. Unions, where established, operate freely according to each country’s laws and
regulations.
3. Sustainability clauses referring to respect of human rights are included in all tenders
for global suppliers and contracts for local suppliers.
4. Security is fundamental for a safe working environment, protection of assets and
intellectual property. Third parties providing or interested to provide security services
must ensure that their employees are trained appropriately and respect the international
standards and principles.
5. A Group-level grievance mechanism is in place to facilitate reporting of potential
violations of Group Code of Conduct and respective policies.
6. All operations certified according to ISO 14001 and ISO 9001 (see Table 3.2) apply
mechanisms to record feedback and complaints by key external stakeholders.
TITAN Website: Sustainability, and Corporate Governance/Group Policies
4. 2020 TITAN Group Global Compact Advanced Communication on Progress Review (CoP)
The contents of TITAN Group 2020 Integrated Annual Report also serve as a progress report on implementation of the ten principles of the UN Global Compact and the Sustainable Development Goals.
Since 2015, TITAN communicates performance to stakeholders also aligned with SDGs 2030 and key performance indicators in the ESG Performance statements are accordingly to codified serve
understanding of TITAN’s contribution to sustainable development.
Implementing
the Ten
Principles into
Strategies and
Operations
Criterion 1
The CoP describes
mainstreaming into
corporate functions and
business units
Criterion 2
The CoP describes value
chain implementation
TITAN’s commitment to responsible
business is embedded into governing
objective and business practice,
articulated in TITAN’s Code of
Conduct and Group Policies for
Human Rights, Occupational Health
and Safety, Environmental Policy and
Climate Mitigation Strategy, Anti-
Corruption and Bribery
IAR 2020
Understanding TITAN and Management report. In specific: Message from the Chairman
of the BoD, Message from the Chairman of the Group Executive Committee, Corporate
governance and risk management, ESG performance overview, and ESG performance
statements: Table 1, Table 2.1, Table 2.1.1, Table 2.2, Table 2.3, Table 2.5, Table 3.1 , and
Table 3.2.
TITAN Website: Sustainability, and Corporate Governance/Group Policies
TITAN Cement Group
Integrated Annual Report 2020
108
Scope Principle Criteria for GC Advanced Level TITAN Approach TITAN Reference
Rubust labor
Management
Policies &
Procedures
Principle 3
Businesses should
uphold the freedom of
association and the
effective recognition of
the right to collective
bargaining
Principle 4
The elimination of all
forms of forced and
compulsory labor
Principle 5
The effective abolition
of child labor
Principle 6
The elimination of
discrimination in
respect of employment
and occupation
Criterion 6
The CoP describes robust
commitments, strategies or
policies in the area of labor
Criterion 7
The CoP describes effective
management systems to
integrate the labor principles
Criterion 8
The CoP describes effective
monitoring and evaluation
mechanisms of labor
principles
TITAN’s People Management
Framework safeguards common
standards throughout the Group
operations and enables the
implementation of the Group Human
Rights Policy in accordance with
international standards and the UN
Guiding Principles for Business and
Human Rights.
The TITAN Group Occupational
Health and Safety Policy provides the
framework to implement TITAN’s
ambition and long-term targets for
health and safety at work.
Equal opportunities and work-life
balance are ensured with the
provision of job opportunities and
career development, flexible working
options for female employees and
various additional benefits for
employees’ families.
IAR 2020
Understanding TITAN and Management report. In specific: Message from the Chairman of
the BoD, Message from the Chairman of the Group Executive Committee, Overview (Our
business approach in a changing global landscape, Materiality assessment and
stakeholder engagement), Corporate governance and risk management (Corporate
governance statement), ESG performance overview, and ESG performance statements:
Table 1, Table 2.1, Table 2.3, Table 2.5, Table 3.1, and Table 3.2.
Additional Notes to the ESG performance statements:
1. TITAN received no fines for non-compliance with labor laws in 2020.
2. Regular meetings with union representatives are conducted with the management
throughout the year. Main topics cover among else wages and additional benefits,
proposals to improve health and safety conditions at work and other topics raised by
employees. Health and Safety Councils or Committees comprising of management and
employee representatives are formed at plant level to ensure employee engagement in
efforts to improve health and safety performance.
3. A health surveillance program focused on potential impacts like noise, dust and
crystalline silica is implemented according to TITAN Group Guidelines.
4. Collective bargaining agreements are applicable to TITAN employees in all countries
that such agreements exist. The continuous increase of employment for TITAN
operations in countries with limited union presence (compared to other countries with
extensive union presence) has led to a trend of relevant decrease of the number of TITAN
employees covered by collective bargaining agreements during the last 5 years. In 2020
this percentage reached 52%, slightly decreased compared to 53% in 2019. The
breakdown by employees in USA (TITAN America) and other countries is 8% vs. 72%.
TITAN keeps annual records of number and duration of strikes and lockouts inside
internal data collection systems (zero cases recorded in 2020). These disclosures cover
the requirements for reporting according to the SASB Standards for 'Labor Relations' and
in more specific the metrics (KPIs) EM-MM-310a.1 and EM-MM-310a.2.
TITAN Website: Sustainability, and Corporate Governance/Group Policies
ESG performance
review
Management
Report
109
Scope Principle Criteria for GC Advanced Level TITAN Approach TITAN Reference
Robust
environmental
management
policies and
procedures
Principle 7
Business should
support a
precautionary
approach to
environmental
challenges
Principle 8
Undertake initiatives
to promote greater
environmental
responsibility and
Principle 9
Encourage the
development and
diffusion of
environmentally
friendly technologies
Criterion 9
The CoP describes robust
commitments, strategies or
policies in the area of
environmental stewardship
Criterion 10
The CoP describes effective
management systems to
integrate the environmental
principles
Criterion 11
The CoP describes effective
monitoring and evaluation
mechanisms for
environmental stewardship
TITAN early recognized that Climate
Change is a major challenge with
planetary impacts and also corporate
risks, and committed to playing its
part in developing practical solutions
at national, regional and global level.
The Environmental Policy and Climate
Change Mitigation Strategy of TITAN
(published in 2018) reflects our
commitment to sustainable
development and our approach
towards addressing the challenges
and opportunities of climate change.
As a heavy industry also focus on
assessing and reducing
environmental impacts at each
facility while increasing the positive
impact through on-going
collaborative efforts, extensive use of
Best Available Techniques, innovation
and adoption of best practice.
Environmental due diligence is
conducted by internal and external
experts on operating facilities and
new projects.
IIAR 2020
Understanding TITAN and Management report. In specific: Message from the Chairman
of the BoD, Message from the Chairman of the Group Executive Committee, Overview
(Our business approach in a changing global landscape, Delivering value for all,
Materiality assessment and stakeholder engagement), Corporate governance and risk
management, ESG performance overview (Climate change, Circular economy,
Environmental management, Dust and other air emissions, Biodiversity, quarry
rehabilitation, and land stewardship, Water management), Performance highlights
(Regional performance), ESG performance overview, and ESG performance statements:
Table 1, Table 2.2, Table 2.2.1, Table 2.2.2, Table 2.3, Table 2.5, Table 3.1, Table 3.2.
Additional Notes to the ESG performance statements:
1. In 2020 one case of significant fine recorded, related to noncompliance of TITAN's
operations with environmental laws: In the USA 32,434 euros paid by Titan Florida LLC
for settlement of violations issued to Pennsuco cement facility in 2018, in specific for
infractions concerning air emissions monitoring and reporting. Titan Florida LLC and in
specific Pennsuco cement plant has made changes to their internal reporting
procedures to avoid any such occurrences in the future.
Whereas: TITAN considers 'significant fine' any fine over 10,000 euros.
2. Other cases of fines in 2020 related to noncompliance of TITAN's operations with
environmental laws, but not considered significant: In the USA 2,966 euros paid by
Roanoke Cement Company LLC for 2019 citation concerning emissions to air, 5,562
euros paid by Titan Virginia Ready Mix LLC for 2019 citation concerning untreated
concrete solids, and a total of 11,816 euros paid by Titan Florida LLC for 2019 citations in
two cases, concerning unauthorized or untreated discharges of water and maintenance
deficiencies of facility grounds (in each case the fine was below 10,000 euros).
TITAN Website: Sustainability, and Corporate Governance/Group Policies
TITAN Cement Group
Integrated Annual Report 2020
110
Scope Principle Criteria for GC Advanced Level TITAN Approach TITAN Reference
Robust anti-
corruption
management
policies and
procedures
Principle 10
Business should work
against corruption in all
its forms, including
extortion and bribery
Criterion 12
The CoP describes robust
commitments, strategies, or
policies in the area of anti-
corruption
Criterion 13
The CoP describes effective
management systems to
integrate the anti-corruption
principle
Criterion 14
The CoP describes effective
monitoring and evaluation
mechanisms for the
integration of anti-corruption
TITAN acknowledges the risk of
bribery and corruption and
accordingly endorsed the Global
Compact collaborative efforts for the
10th principle. The following TITAN
Group policies provide relevant
guidance to all employees, underline
the principle of non-tolerance, and
mandate the BUs to follow regular
training to employees: Group Anti-
Bribery and Corruption Policy,
Conflict of Interest Policy, and Group
Code of Conduct
IAR 2020
Understanding TITAN and Management report. In specific: Message from the Chairman
of the BoD, Message from the Chairman of the Group Executive Committee, Overview ,
Corporate governance and risk management, ESG performance overview, and ESG
performance statements: Table 1, Table 2.1.1, Table 2.3, Table 2.4, Table 2.5, Table 3.1,
Table 3.2, and Table 5.
Additional Notes to the ESG performance statements:
1. TITAN received no fines for non-compliance with anti-corruption laws and regulations,
and no incidents of legal action for anti-competitive behavior, anti-trust or monopoly
practices recorded during 2020 (zero respective fines).
2. TITAN continues to engage with governments and take public positions on different
business issues through business associations and business driven initiatives such as
the UN Global Compact and the Global Cement and Concrete Association (GCCA).
3. In 2020 the Group launched a platform of common use by all countries, providing
access to anonymous reporting of incidents to all Titan employees, called 'TITAN
ETHICS POINT'. In 2020 eleven (11) cases in total were reported through ETHICS POINT
platform, 10 of which classified as cases of allegations and one as inquiry. All cases of
allegations were thoroughly examined by the respective regional committees and
reviewed by the Group Supervisory Committee. Out of these 10 cases, 3 were found fully
or partially substantiated and 7 were unsubstantiated. For each of the substantiated
cases an action plan for remediation was implemented. In more specific, two cases with
action plans related to the area 'People, Diversity and Workplace Respect', and one case
related to 'Business Integrity'.
4. Mechanisms for supporting our communities and local stakeholders to report
incidents operate in all countries, while guidance and technical infrastructure is
provided to BUs. In more specific TITAN follows the good practice of recording cases of
incidents from local communities (as ‘complaints’ or ‘grievance’) through an internal
data collection system.
5. TITAN’s Code of Conduct ensures transparency regarding relations with political
institutions. In 2020, TITAN America contributed with the total amount of 29,337 euros
various political organizations in support of local elections in Virginia and Florida. From
the total amount spend in 2020, 13,446 euros was offered to support political
institutions and candidates in Virginia, and 15,891 euros was offered to support political
institutions and candidates in Florida.
TITAN Website: Sustainability, and Corporate Governance/Group Policies
ESG performance
review
Management
Report
111
Scope Principle Criteria for GC Advanced Level TITAN Approach TITAN Reference
Corporate
sustainability
governance and
leadership
The Ten principles of
the United Nations
Global Compact
Criterion 19
The CoP describes CEO
commitment and leadership
Criterion 20
The CoP describes Board
adoption and oversight
Criterion 21
The CoP describes
stakeholder engagement
Corporate social responsibility is one
of TITAN’s corporate values and
underlines its enduring commitment
to engage with stakeholders for
sustainable development. TITAN CSR
policy focus on understanding
material issues for key stakeholders
and delivering value for all, using
available resources.
IAR 2020
Understanding TITAN and Management report. In specific: Overview (Our business
approach in a changing global landscape, Delivering value for all, Materiality assessment
and stakeholder engagement), ESG performance overview, and ESG performance
statements: Table 1, Table 2.3, Table 2.4, Table 3.1, and Table 3.2.
Notes
- See Criteria 1-18
- Independent Auditors’ Assurance Statement Non-financial performance review
according to the UNGC criteria (see criteria 2-14)
TITAN Website: Sustainability, and Corporate Governance/Group Policies
Taking action in
support of
broader UN goals
and issues
The ten principles of
the United Nations
Global Compact
Criterion 15
The CoP describes core
business contributions to UN
goals and issues
Criterion 16
The CoP describes strategic
social investments and
philanthropy
Criterion 17
The CoP describes advocacy
and public policy engagement
Criterion 18
The CoP describes
partnerships and collective
action
TITAN was among the first 500
signatories of the UN Global Compact
initiative and remains a participant at
both global and local levels with
active engagement in local UNGC
Networks in Greece, Serbia and N.
Macedonia. TITAN is also member of
CSR Europe since 2004 and an
elected Board member since 2019. At
local member, TITAN is a founding
and active member in CSR Hellas,
CSR Albania and CSR Kosovo, as well
as in the Hellenic Business Council for
Sustainable Development where
TITAN Greece holds the President's
position. As of 2018, TITAN is a
member of the Global Cement and
Concrete Association (GCCA).
IAR 2020
Understanding TITAN and Management report. In specific: Message from the Chairman
of the BoD, Message from the Chairman of the Group Executive Committee, Overview
(Our business approach in a changing global landscape, Delivering value for all,
Materiality assessment and stakeholder engagement), ESG performance overview
(Health and safety, People management and development, Sustainability of
communities, Sustainable supply chain, Research & Development), and ESG performance
statements: Table 1, Table 2.2, Table 2.3, Table 2.5, Table 3.1, and Table 3.2.
TITAN Website: Sustainability, and Corporate Governance/Group Policies
Scope Principle Criteria for GC Advanced Level TITAN Approach TITAN Reference
Corporate
sustainability
governance and
leadership
The Ten principles of
the United Nations
Global Compact
Criterion 19
The CoP describes CEO
commitment and leadership
Criterion 20
The CoP describes Board
adoption and oversight
Criterion 21
The CoP describes
stakeholder engagement
Corporate social responsibility is one
of TITAN’s corporate values and
underlines its enduring commitment
to engage with stakeholders for
sustainable development. TITAN CSR
policy focus on understanding
material issues for key stakeholders
and delivering value for all, using
available resources.
IAR 2020
Understanding TITAN and Management report. In specific: Overview (Our business
approach in a changing global landscape, Delivering value for all, Materiality assessment
and stakeholder engagement), ESG performance overview, and ESG performance
statements: Table 1, Table 2.3, Table 2.4, Table 3.1, and Table 3.2.
Notes
- See Criteria 1-18
- Independent Auditors’ Assurance Statement Non-financial performance review
according to the UNGC criteria (see criteria 2-14)
TITAN Website: Sustainability, and Corporate Governance/Group Policies
Taking action in
support of
broader UN goals
and issues
The ten principles of
the United Nations
Global Compact
Criterion 15
The CoP describes core
business contributions to UN
goals and issues
Criterion 16
The CoP describes strategic
social investments and
philanthropy
Criterion 17
The CoP describes advocacy
and public policy engagement
Criterion 18
The CoP describes
partnerships and collective
action
TITAN was among the first 500
signatories of the UN Global Compact
initiative and remains a participant at
both global and local levels with
active engagement in local UNGC
Networks in Greece, Serbia and N.
Macedonia. TITAN is also member of
CSR Europe since 2004 and an
elected Board member since 2019. At
local member, TITAN is a founding
and active member in CSR Hellas,
CSR Albania and CSR Kosovo, as well
as in the Hellenic Business Council for
Sustainable Development where
TITAN Greece holds the President's
position. As of 2018, TITAN is a
member of the Global Cement and
Concrete Association (GCCA).
IAR 2020
Understanding TITAN and Management report. In specific: Message from the Chairman
of the BoD, Message from the Chairman of the Group Executive Committee, Overview
(Our business approach in a changing global landscape, Delivering value for all,
Materiality assessment and stakeholder engagement), ESG performance overview
(Health and safety, People management and development, Sustainability of
communities, Sustainable supply chain, Research & Development), and ESG performance
statements: Table 1, Table 2.2, Table 2.3, Table 2.5, Table 3.1, and Table 3.2.
TITAN Website: Sustainability, and Corporate Governance/Group Policies
TITAN Cement Group
Integrated Annual Report 2020
112
Scope Principle Criteria for GC Advanced Level TITAN Approach TITAN Reference
Business and
peace
Criterion22
The CoP describes policies
and practices related to the
Company’s core business
operations in high-risk
conflict-affected areas
stewardship
TITAN Group has no core business
operations in countries or areas
identified as high-risk conflict-
affected
IAR 2020
Understanding TITAN and Management report. In specific: Message from the
Chairman of the BoD, Message from the Chairman of the Group Executive
Committee, Overview (Our business approach in a changing global landscape,
Delivering value for all, Materiality assessment and stakeholder engagement),
Corporate governance and risk management, Performance highlights (Regional
performance), ESG performance overview, and ESG performance statements: Table 1,
Table 3.1, and Table 3.2.
General Notes
- See above, criteria 1-21
Additional Notes to the ESG performance statements:
1. TITAN does not operate in or near areas of conflict, according to data of the
Uppsala Conflict Data Program UCDP - see the web site: Uppsala Conflict Data
Program (uu.se).
2. In specific for Egypt and Turkey TITAN has completed an analysis of Materiality
Assessment in 2020, including a focus country research in each counrty by third
party, which concluded that no such matters of conflicts have emerged in 2020 in
or/and near our operations, or/and near our operations' quarry raw materials reserves
areas.
3. TITAN followed a thorough process of addressing Material Issues in all countries of
operations in 2020, under the Materiality Analysis and Assessment for all BUs. This
process enabled the engagement of TITAN's management in each country, and the
due diligence on BUs level with respect to human rights and indigenous peoples'
rights.
4. TITAN launched in 2020 a dedicated Group e-platform to record our community
initiatives and actions as well as to facilitate their self-assessment and align with our
priorities. In all countries where we operate community outreach programs have
contributed to the engagement, with long-term positive impacts.
The above disclosures (Notes 1-4) cover the requirements for reporting according to
the SASB Standards for 'Security, Human Rights & Rights of Indigenous Peoples' and
in more specific the metrics (KPIs) EM-MM-210a.1, EM-MM-210a.2, and EM-MM-
210a.3.
5. Concerning the SASB Standards under the area of 'Business Ethics & Transparency'
and in specific the metric (KPI) 'EM-MM-510a.2' see Table 5. "Transparency
International - Corruption Perception Index 2020".
TITAN Website: Sustainability, and Corporate Governance/Group Policies
The Ten principles of
the United Nations
Global Compact
ESG performance
review
Management
Report
113
Country CPI 2020 rank CPI 2019 rank Change in rank1
USA 25 23
Greece 59 60
Bulgaria 69 74
Turkey 86 91
Brazil 94 106
Serbia 94 91
Albania 104 106
Kosovo 104 101
North Macedonia 111 106
Egypt 117 106
Countries with TITAN key operations sorted by Transparency International CP Index 2020
5. Transparency International - Corruption Perception Index 2020
Notes
1. According to the above Table there were no operations of TITAN's subsidiaries in countries with lower ranking than Egypt,
in 2020. There were in total 58 countries which ranked lower, in positions between 123 and 179 in 2020. This disclosure
covers the requirements for reporting according to the SASB Standards for 'Business Ethics & Transparency' and in more
specific the metric (KPI) EM-MM-510a.2 'Production in countries that have the 20 lowest rankings in Transparency
International’s Corruption Perception Index'.
2. Symbols for the change in rank explained:
Improving conditions in the country reflected by the decrease of rank
Deteriorating conditions in the country reflected by the increase of rank
TITAN Cement Group
Integrated Annual Report 2020
Financial
review
An overview of our financial
performance and our financial
statements.
Management Report
114
Zlatna Panega cement plant, Bulgaria
115
116
Financial performance overview
Review of the year 2020
TITAN Cement Group delivered strong results in 2020, despite the
uncertainty caused by the COVID-19 pandemic. Group consolidated
revenue at €1,607.0 million was stable compared to the previous
year. Earnings Before Interest, Tax, Depreciation and Amortization
(EBITDA) posted a solid increase of 7.1% to €286.2 million. This was
the highest EBITDA recorded since 2010. Net Profit after Taxes and
minorities (NPAT) dropped to €1.5 million (vs. €50.9 million in 2019)
as a result of significant non-cash charges taken representing the
full write-off of the €46.6 million goodwill of Titan Cement Egypt
and the derecognition of €17.3 million of accumulated deferred
tax assets, also in Egypt. Had these one-off charges not be taken,
NPAT would have been €65.4 million. The impact of the COVID-19
pandemic on our Group was clearly less severe than what was
initially expected. Overall construction activity escaped the full
brunt of the downturn, being allowed to continue as an essential
activity in most of our countries of operation.
Performance in 2020, was supported by resilient sales volumes
across most of our markets. In the US, sales were sustained at high
levels along all product lines. In Greece, demand showed further
recovery. In Southeastern Europe, performance was robust, while
Turkey posted strong domestic and export growth, while demand
also improved in Brazil. Performance in Egypt was disappointing
due to the ongoing challenges of that market. Pricing dynamics in
most of our markets benefited from resurgent levels of demand.
The favorable energy cost environment combined with successful
management of the Group’s cost base, enhanced profitability.
The strengthening of the Euro in 2020 mainly against the US$
and the Egyptian pound impacted results with FX losses of €13.2
million, while net finance costs were significantly lower at €52.7
million (€10.9 million lower than 2019).
Trends in domestic sales volumes were positive across most
of our markets. Following the restrictions on activity in the
second quarter of the year, construction activity rebounded once
lockdown restrictions were eased, testifying to the underlying
resilience of market fundamentals across geographies. Group
cementitious materials’ sales increased by 1% compared to 2019,
reaching 17.1 million tons. Ready-mix concrete sales increased by
3% in 2020, reaching 5.4 million m3 on the back of stronger sales in
Greece, Southeast Europe, the Eastern Mediterranean and Brazil.
Aggregates’ sales volumes increased by 5% year on year, reaching
20 million tons, mainly due to growth in the Greek market.
Aggregates’ sales in the US, which is a key contributor in the
aggregates segment, remained stable at high levels.
Regional review of the year 2020
TITAN’s US Operations had a strong year. Our markets
demonstrated resilience as construction was allowed to continue
as an essential activity. Cement, Aggregates and Ready-mix sales
were sustained at high levels. Block sales volumes grew due to the
strength of the residential sector, while fly ash continued to suffer
from supply constraints.
Cement consumption in Florida benefitted from increased housing
demand, offset somewhat by a downturn in non-residential
construction, which was penalized by the struggling tourism and
service industries. In the Mid-Atlantic, improved results in the first
and fourth quarters drove strong results supported by favorable
weather, strong residential demand, and cement intensive
public works projects. Cement consumption in the New York
Metropolitan area, the initial coronavirus epicenter, experienced a
downturn and a negative economic impact.
Overall, in US$ terms, 2020 revenue increased from 2019, reaching
$1.07 billion. In Euro terms, revenue declined by 1.5% to €937.7
million and EBITDA reached €176.1 million, a decline of 1.8%
compared to 2019 (stable in US$ terms).
In Greece, 2020 was a year of improved performance. Demand
in the domestic market increased. Municipal infrastructure
works, projects in logistics, and the residential housing segment
drove demand for building materials. On the other hand, tourism
activity, which started at the same strong pace as in 2019,
with investments in new facilities, experienced a slowdown
as the pandemic hit the sector hard. On the export front, the
Group constrained production to strengthen its inventory
of CO₂ emission rights and reduced clinker exports. Overall
export volumes recorded a small decline in 2020 and earnings
performance was hampered by the unfavorable US$ vs. Euro
exchange rate.
At the same time, results were enhanced by increased operational
efficiencies from digital optimization projects, lower fuel prices
and an increase in alternative fuel utilization.
As such, total revenue for Greece and W. Europe in 2020 increased
by 0.7% to €246.6 million. EBITDA increased by €5.3 million to €17.2
million.
In Southeastern Europe, the construction market, after an abrupt
slowdown in Q2 at the start of the pandemic, swiftly recovered
to record strong Q3 and Q4 sales bouncing back to net growth for
the region in 2020. The year ended with a particularly strong and
weather supported last quarter. Resilient pricing and domestic
volume momentum, counterbalanced a reduction in exports
from the region. Margins improved, thanks to a recovery from
the previously low prices and operational profitability was further
ameliorated by a reduction of fuel costs, on top of efficiency
improvements and cost containment measures.
As a result, revenue in the region increased to €271.0 million and
EBITDA grew by 24.6% to €96.2 million.
Conditions in the Eastern Mediterranean remained challenging
amidst a fragile economic environment.
In Egypt, pre-existing structural market limitations were further
exacerbated by the government’s imposition of a six-month
suspension of residential construction permits. As a result, the
market remained subdued for most of the year with cement
consumption declining by about 6.5% versus 2019. The receding
in restrictions in Q4 resulted in a pick-up in demand in Q4. Due
to the oversupply in the market, prices remained stagnant at low
levels leading to negative results. The prevailing challenges in
the Egyptian market and the continuing loss making results led
to a reassessment of the Group’s profitability prospects in Egypt.
As a result of this exercise, it was decided to write off the €46.6
million of the total goodwill of the Egyptian operations and also to
derecognize €17.3 million of deferred tax assets.
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In Turkey, Adocim’s sales capitalized on sharply growing demand
from private housing and public infrastructure projects. The
depreciation of the Turkish lira against the Euro by 26.7%, was
not fully offset by increases in domestic prices. Adocim strongly
increased its export activity which led to an improvement of
overall profitability. While production costs increased, mainly due
to higher fuel prices resulting from the Turkish lira’s depreciation,
Adocim΄s competitive production cost base and low gearing,
placed it at an advantageous competitive position to mitigate the
challenges.
Total revenue in the Eastern Mediterranean reached €151.7 million,
an increase of 1.0% year on year, while at EBITDA level, the Group
recorded a €3.3 million loss compared to losses of €1.2 million in
2019.
The Brazilian cement market enjoyed growth for a second year
in a row. Cement demand grew by 10.7% in 2020 with cement
consumption reaching 60.5 million tons. The north and northeast,
the markets of our joint venture Apodi, grew at 14%. Apodi
increased its sales volumes by continuing to penetrate the bulk
segment, through a focus on the pre-cast industry, the expansion
of Fortaleza’s airport and subway, highway and dam projects etc.
Driven by increased demand and prices, net profit attributable to
the Group reached €2.6 million compared to a €1.0 million loss in
2019, despite a 33.6% y-o-y devaluation of the Brazilian Real.
Financing and Investments
In 2020, the Group generated higher operating free cash flow that
reached €225.3 million, an increase of €50.2 million compared
to 2019. Cash flow generation benefited from higher EBITDA
levels, tighter capital expenditures and reduced working capital
requirements. Group capital expenditures during the year
amounted to €84.3 million compared to €109.3 million in 2019.
Year-end net debt declined to €684.4 million (2019: €839.6 million)
and was reflective of the strong operating cash flow. This decline
of €155.2 million in net debt enabled the Net Debt / EBITDA ratio to
improve to 2.35x as defined by loan agreements.
In July 2020, Titan Global Finance issued €250 million notes, due in
2027, with an annual coupon of 2.75%. The proceeds were used to
purchase, prior to maturity, €109 million of the €300 million bond
issue maturing in June 2021 and for general corporate purposes,
including the repayment of bank debt. The Group’s next important
maturity is in June 2021 for the remaining €163.5 million notes.
In March 2020, the Group activated its share buy-back program. In
total 786,278 shares, representing 0.95% of TCI’s share capital were
repurchased on Euronext Brussels and the Athens Stock Exchange
(ATHEX) for a total consideration of €8.8 million. As at 31.12.2020,
Titan Cement International SA and its 100% direct subsidiary Titan
Cement Company SA held in aggregate 5,512,502 shares of the
Company, representing 6.69% of the Company’s voting rights.
Resolutions of the Board of Directors
• Return of Capital
Following the authorization granted to the Board of Directors
by the Extraordinary Meeting of the company’s Shareholders
on the 13th of May 2019, the Board of Directors of Titan Cement
International SA decided the return of capital of €0.40 per share
to all the Shareholders of the Company. All shareholders who
are recorded as shareholders on Thursday, 29 April 2021, at 12.00
midnight (CEST) (record date) will be entitled to receive the
capital return. Shareholders will receive the payment of the capital
return on Friday, 2 July 2021, through their custodians, banks and
securities brokers.
• Cancellation of own shares
The Board also decided the cancellation of 4,122,393 own shares
representing 5% of the Company’s voting rights. The cancellation
is expected to be completed by the end of the 2nd trimester,
according to the procedure provided by Belgian law.
Outlook
Market fundamentals remain promising, and the key drivers of
demand are in place to support operational growth in 2021. At the
same time, intermittent waves of COVID-19 across many countries
are triggering corresponding government measures which impact
economic activity.
In the US, the effects of the pandemic are expected to ease
in 2021 as vaccine distribution accelerates. Benefitting from
a combination of pent-up demand and an additional round of
anticipated federal fiscal stimulus, the US economy is poised to
rebound sharply and reach pre-pandemic levels. TITAN America’s
solid backlogs point to continuing healthy activity levels and
profitability.
In Greece, similar trends to those witnessed thus far should
continue in 2021. Housing-related construction together with
many peripheral infrastructure works such as highways, ports
in the wider periphery and projects in the Attica capital region,
supported by the existing financing mechanisms, should fuel
demand.
In Southeastern Europe, the region is expected to continue
performing solidly. Our cluster of operations, brings the benefits
of network effects to the Group, and across most of the regional
markets, the fundamentals of demand are in place to maintain
performance at high levels.
In Egypt, we anticipate a pick up in demand and an increase of
cement consumption, despite the fact that the market which
faces structural issues and government’s actions have so far
exacerbated rather than contributed to a solution of the problem.
The country harbors very promising underlying fundamentals
for cement growth with a consistently positive GDP growth,
one of the highest birth rates in the region and a strong trend of
urbanization.
In Turkey, construction is anticipated to sustain its positive trend,
amidst an uncertain economic outlook. Due to the prevailing
economic situation, personal investments continue flowing
into real estate while infrastructure spending such as new
transportation projects, will support further growth in cement
consumption.
In Brazil, the National Union of Cement Industry expects that in
2021 cement demand will remain at the high level achieved in
2020.
TITAN Cement Group
Integrated Annual Report 2020
118
TITAN Cement Group, underscoring its enduring commitment to
sustainability and value creation for all, released its Environmental,
Social and Governance (ESG) targets for 2025 and beyond. The
targets include an updated, more ambitious, CO₂ reduction goal for
2030 at -35% compared to 1990 levels, aligned with the vision of
the European Green Deal to achieve climate neutrality by 2050.
TITAN has set 20 targets that focus on four pillars, which are
defined as material by its stakeholders, all underpinned by good
governance, transparency and business ethics:
De-carbonization and digitalization, aiming to transform our
business, focusing on resilience, innovation and on building
solutions to serve our customers more efficiently as we move
towards a carbon-neutral, digital world
Growth-enabling work environment, aiming to cultivate an
inclusive culture with equal opportunities for all our people to
grow professionally within a safe and healthy work environment
Positive local impact, aiming to enable our business operations
and our people worldwide to contribute to the prosperity of our
local communities with respect to their social and environmental
concerns
Responsible sourcing, aiming to empower our business
ecosystems to incorporate sustainability considerations in their
business decisions and daily behaviors, while using natural
resources responsibly
Treasury shares
Following the decision of the Extraordinary General Meeting
of Shareholders dated 13 May 2019 which authorized the Board
of Directors to acquire and dispose Company’s own shares in
accordance with the provisions of article 7:215 ff of the Belgian
Companies and Associations Code, the Board of Directors decided
on 19 March 2020 to activate a buy- back program as of 20 March
2020, for up to one million shares of the Company and up to the
amount of €10 million, having a duration of two months. The
Company kept the market fully informed of the progress of the
relevant transactions as provided by the applicable regulations.
In implementation of this program, during the period from March
20, 2020 until June 4, 2020, the Company acquired directly 321,225
own shares and indirectly through its subsidiary Titan Cement
Company SA 465,053 shares, representing 0.39% and 0.56%
respectively of the share capital of the Company. The total value of
these transactions amounted to €8.8 million.
As at 31.12.2020 the Company holds 321,225 own shares
representing 0.39% of the Company’s share capital and Titan
Cement Company SA (Titan SA), a direct subsidiary of the
Company, holds 5,191,277 shares of the Company, representing
6.30% of the Company’s voting rights.
Sale of treasury stock in the framework of Stock Option Plans
Titan S.A., a direct subsidiary of the Company, sold in 2020 to Titan
Group employees, in implementation of existing stock option
plans, 77,916 shares of the Company, representing approximately
0.09% of the share capital of the Company, for a total amount of
€779,160 (i.e.€10/ Company share).
Going concern disclosure
The Board of Directors having taken into account:
a. the Company’s financial position;
b. the risks facing the Company that could impact on its business
model and capital adequacy; and
c. the fact that no material uncertainties are identified to the
Company’s ability to continue as a going concern in the
foreseeable future and in any event over a period of at least
twelve months from the date of approval of the Financial
Statements
state that they consider it appropriate for the Company to
continue to adopt the going concern basis in preparing its Financial
Statements and that no material uncertainties are identified to the
Company’s ability to continue to adopt the going concern basis in
preparing its Financial Statements in the foreseeable future and in
any event over a period of at least twelve months from the date of
approval of the Financial Statements for the fiscal year 2020.
Viability statement
The Board of Directors have assessed the prospects of the
Company having regard on its current position and the major
risks facing the Company over a period of five years, which was
considered as appropriate to draw conclusions. The Board of
Directors have a reasonable expectation that the Company will
be able to continue in operation and meet its liabilities as they fall
due over the period of their assessment.
Annual report of the board of directors and financial
accounts for the fiscal year 2020
The Board of Directors considers that the Annual Report and the
Financial Accounts for the fiscal year 2020, taken as a whole, are
fair, balanced and understandable and provide the information
necessary for shareholders to assess the Company’s performance,
business model and strategy.
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Financial Statements
The Annual Consolidated Financial Statements presented on the following pages were approved by the Board of Directors on 8th of
April 2021.
Chairman of the Board of Directors Managing Director and Group CFO
Efstratios-Georgios Arapoglou Michael Colakides
Company CFO Financial Consolidation Director
Grigorios Dikaios Athanasios Danas
TITAN Cement Group
Integrated Annual Report 2020
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Consolidated Income Statement
(all amounts in Euro thousands)
Notes
2020 2019
Revenue 3 1,607,033 1,609,778
Cost of sales
5 -1,297,550 -1,315,866
Gross profit 309,483 293,912
Other operating income
4.i 7,552 9,682
Administrative expenses
5 -142,660 -145,188
Selling and marketing expenses
5 -24,24124,241 -25,28925,289
Net impairment losses on financial assets
20 -1,985 -1,667
Other operating expenses
4.i -1,485 -4,2824,282
Operating profit before impairment losses on goodwill
3 146,664146,664 127,168
Ιmpairment losses on goodwill
13 -46,614 -
Operating profit
3 100,050100,050 127,168
Other income
4.ii 100 14
Net finance costs
6.i, 6.ii -52,683 -63,590
Loss from foreign exchange differences
6.iii -13,216 -592
Share of profit of associates and joint ventures
15 3,200 1,366
Profit before taxes 37,451 64,36664,366
Income tax
8 -35,899 -11,21111,211
Profit after taxes 1,552 53,15553,155
Attributable to:
Equity holders of the parent 1,518 50,90550,905
Non-controlling interests 34 2,250
1,552 53,15553,155
Basic earnings per share (in €)
9 0.0197 0.6452
Diluted earnings per share (in €)
9 0.0196 0.6385
The primary financial statements should be read in conjunction with the accompanying notes.
Year ended 31 December
TITAN Cement Group
Integrated Annual Report 2020
122
(all amounts in Euro thousands)
Notes
2020 2019
Profit after taxes 1,552 53,15553,155
Other comprehensive income:
Items that may be reclassified to income statement
Exchange (losses)/gains on translation of foreign operations -121,042 14,090
Currency translation differences on transactions designated as part of net investment in
foreign operation
-5,058 10,284
Losses on cash flow hedges -48 -
Income tax relating to these items
18 1,150 -2,314
Items that will not be reclassified to income statement
Asset revaluation surplus
12 256256 172
Effect due to changes in tax rates
18 - 35
Re-measurement losses on defined benefit plans
25 -1,538 -748
Share of other comprehensive losses of associates and joint ventures -15 -2828
Income tax relating to these items
18 332 123
Other comprehensive (loss)/income for the year net of tax -125,963 21,614
Total comprehensive (loss)/income for the year net of tax -124,411 74,769
Attributable to:
Equity holders of the parent -117,590 73,039
Non-controlling interests -6,821 1,730
-124,411 74,769
Year ended 31 December
The primary financial statements should be read in conjunction with the accompanying notes.
Consolidated Statement of Comprehensive Income
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(all amounts in Euro thousands)
31/12/2020 31/12/2019
Assets Notes
Property, plant and equipment 11 1,529,2431,529,243 1,694,725
Investment properties
12 11,720 11,628
Goodwill
13 268,013 344,523
Intangible assets
14 84,27984,279 85,170
Investments in associates and joint ventures
15 85,610 113,858
Derivative financial instruments
36 2,291 -
Receivables from interim settlement of derivatives
36 - 12,937
Other non-current assets
17 16,957 15,436
Deferred tax assets
18 15,20115,201 13,939
Total non-current assets 2,013,314 2,292,216
Inventories
19 248,586 283,519
Receivables and prepayments
20 185,247 186,565
Income tax receivable 4,744 5,657
Derivative financial instruments
36 16,462 1,2451,245
Receivables from interim settlement of derivatives
36 4,142 3,8293,829
Cash and cash equivalents
21 206,438206,438 90,388
Total current assets 665,619665,619 571,203
Total Assets 2,678,933 2,863,4192,863,419
Equity and Liabilities
Equity and reserves attributable to owners of the parent 22,23 1,242,693 1,375,1651,375,165
Non-controlling interests
15.3 23,990 34,62634,626
Total equity (a) 1,266,6831,266,683 1,409,791
Long-term borrowings
32 628,172 776,694
Long-term lease liabilities
33 38,82138,821 46,126
Derivative financial instruments
36 - 11,084
Payables from interim settlement of derivatives
36 2,291 -
Deferred tax liability
18 102,078 96,31996,319
Retirement benefit obligations
25 34,23434,234 35,268
Provisions
26 49,550 39,456
Non-current contract liabilities
27 1,991 -
Other non-current liabilities
27 9,864 47,193
Total non-current liabilities 867,001 1,052,140
Short-term borrowings
32 205,656 90,140
Short-term lease liabilities
33 18,194 17,030
Derivative financial instruments
36 5,113 2,692
Payables from interim settlement of derivatives
36 12,957 1,092
Trade and other payables
28 278,370 260,009260,009
Current contract liabilities
28 8,215 13,580
Income tax payable 4,054 3,251
Provisions
26 12,690 13,694
Total current liabilities 545,249 401,488
Total liabilities (b) 1,412,250 1,453,6281,453,628
Total Equity and Liabilities (a+b) 2,678,933 2,863,4192,863,419
The primary financial statements should be read in conjunction with the accompanying notes.
Consolidated Statement of Financial Position
TITAN Cement Group
Integrated Annual Report 2020
124
(all amounts in Euro thousands)
Ordinary shares Share premium
Preferred
shares Share options
Balance at 1 January 2019 265,869 22,826 26,113 3,742
Change in accounting policy
----
Restated balance at 1 January 2019 265,869 22,826 26,113 3,742
Profit for the year - - - -
Other comprehensive income/(loss)
----
Total comprehensive income for the year - - - -
Change of parent company to Titan Cement International 893,479 -7,505 -26,113 -
Issuance costs
- -9,347 - -
Deferred tax on treasury shares held by subsidiary - - - -
Taxes and expenses relevant to share capital decrease - - - -
Dividends distributed (note 10) - - - -
Purchase of treasury shares (note 22) - - - -
Sale - disposal of treasury shares for option plan (note 22) - - - -
Share based payment transactions (note 24)
- - - 2,094
Non-controlling interest's participation in share capital increase of subsidiary - - - -
Acquisition of non-controlling interest
----
Transfer among reserves (note 23)
- - - -932932
Balance at 31 December 2019 1,159,348 5,9745,974 - 4,904
Balance at 1 January 2020 1,159,3481,159,348 5,974 - 4,904
Profit for the year
----
Other comprehensive loss - - - -
Total comprehensive (loss)/income for the year - - - -
Deferred tax on treasury shares held by subsidiary
----
Distribution of reserves (note 10)
----
Dividends distributed - - - -
Purchase of treasury shares (note 22) - - - -
Sale - disposal of treasury shares for option plan (note 22) - - - -
Share based payment transactions (note 24) - - - 1,720
Deferred tax adjustment due to change in income tax rates on revaluation
reserves (note 18)
----
Acquisition of non-controlling interest - - - -
Transfer among reserves (note 23)
- - - -1,317
Balance at 31 December 2020 1,159,348 5,974 - 5,307
The primary financial statements should be read in conjunction with the accompanying notes.
Consolidated Statement of Changes in Equity
Attributable to equity holders of the parent
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(all amounts in Euro thousands)
Ordinary shares Share premium
Preferred
shares Share options
Balance at 1 January 2019 265,869 22,826 26,113 3,742
Change in accounting policy
----
Restated balance at 1 January 2019 265,869 22,826 26,113 3,742
Profit for the year - - - -
Other comprehensive income/(loss)
----
Total comprehensive income for the year - - - -
Change of parent company to Titan Cement International 893,479 -7,505 -26,113 -
Issuance costs
- -9,347 - -
Deferred tax on treasury shares held by subsidiary - - - -
Taxes and expenses relevant to share capital decrease - - - -
Dividends distributed (note 10) - - - -
Purchase of treasury shares (note 22) - - - -
Sale - disposal of treasury shares for option plan (note 22) - - - -
Share based payment transactions (note 24)
- - - 2,094
Non-controlling interest's participation in share capital increase of subsidiary - - - -
Acquisition of non-controlling interest
----
Transfer among reserves (note 23)
- - - -932
Balance at 31 December 2019 1,159,348 5,974 - 4,904
Balance at 1 January 2020 1,159,348 5,974 - 4,904
Profit for the year
----
Other comprehensive loss - - - -
Total comprehensive (loss)/income for the year - - - -
Deferred tax on treasury shares held by subsidiary
----
Distribution of reserves (note 10)
----
Dividends distributed - - - -
Purchase of treasury shares (note 22) - - - -
Sale - disposal of treasury shares for option plan (note 22) - - - -
Share based payment transactions (note 24) - - - 1,720
Deferred tax adjustment due to change in income tax rates on revaluation
reserves (note 18)
----
Acquisition of non-controlling interest - - - -
Transfer among reserves (note 23)
- - - -1,317
Balance at 31 December 2020 1,159,348 5,974 - 5,307
The primary financial statements should be read in conjunction with the accompanying notes.
Consolidated Statement of Changes in Equity
Attributable to equity holders of the parent
Ordinary treasury
shares
Preferred treasury
shares
Other reserves
(note 23) Retained earnings Total
Non-controlling
interests Total equity
-109,930 -2,954 738,487 449,980 1,394,1331,394,133 77,157 1,471,2901,471,290
- - - -4,448 -4,448 - -4,4484,448
-109,930 -2,954 738,487 445,532 1,389,6851,389,685 77,157 1,466,842
- - - 50,905 50,905 2,250 53,15553,155
- - 22,134 - 22,134 -520 21,614
- - 22,134 50,905 73,03973,039 1,730 74,769
-3,096 3,096 -902,726902,726 -401 -43,266 - -43,26643,266
- - - - -9,3479,347 - -9,347
- - 6,256 - 6,256 - 6,256
- - - -1,259 -1,259 - -1,259
- - - -12,694 -12,694 -979 -13,67313,673
-6,713 -142 - - -6,855 - -6,8556,855
2,600 - - -1,551 1,049 - 1,049
- - - - 2,094 - 2,094
-----2,2272,2272,227
- - 26,851 -50,388 -23,537 -45,509 -69,046
- - 2,051 -1,119 - - -
-117,139 - -106,947 429,025 1,375,1651,375,165 34,626 1,409,791
-117,139 - -106,947 429,025 1,375,1651,375,165 34,626 1,409,791
- - - 1,518 1,518 34 1,552
---119,108 - -119,108 -6,855 -125,963
- - -119,108 1,5181,518 -117,590 -6,8216,821 -124,411
- - 5,294 - 5,294 - 5,2945,294
- - -15,41415,414 - -15,414 - -15,414
------2,2382,238-2,2382,238
-8,816 - - - -8,816 - -8,816
1,835 - - -1,056 779 - 779
----1,7201,720-1,720
- - 1,117 - 1,117 372372 1,4891,489
- - 951 -513 438438 -1,949 -1,511
- - -32,207 33,524 - - -
-124,120 - -266,314 462,498 1,242,693 23,990 1,266,683
TITAN Cement Group
Integrated Annual Report 2020
126
(all amounts in Euro thousands)
Notes
2020 2019
Cash flows from operating activities
Profit after taxes 1,552 53,15553,155
Depreciation, amortization and impairment of assets
29 186,181 139,965139,965
Interest and related expenses
29 48,39748,397 58,463
Other non-cash items
29 67,99967,999 33,639
Changes in working capital
29 5,473 -1,045
Cash generated from operations 309,602 284,177
Income tax paid -10,176 -9,817
Net cash generated from operating activities (a) 299,426 274,360274,360
Cash flows from investing activities
Payments for property, plant and equipment 11,12 -76,787 -100,477
Payments for intangible assets
14 -7,509 -8,836
Payments for share capital increase in associates and joint ventures
-355 -312
Payments for acquisition of subsidiaries, net of cash acquired
16 -330330 -
Proceeds from sale of PPE, intangible assets and investment property
29 3,110 6,824
Proceeds from dividends
2,449 3,335
Interest received 559 1,713
Net cash flows used in investing activities (b) -78,863 -97,753
Net cash flows after investing activities (a)+(b) 220,563 176,607
Cash flows from financing activities
Proceeds from non-controlling interest's participation in subsidiary's share capital
increase/establishment
- 2,227
Acquisition of non-controlling interests -21,795 -20,376
Net payment due to TCI acquiring 100% of Titan Cement
22 - -42,87242,872
Issuance costs
22 - -9,347
Payments due to share capital decreases - -1,266
Dividends paid and share capital returns -17,615 -13,690
Payments for shares purchased back
22 -8,8168,816 -6,8556,855
Proceeds from sale of treasury shares
22 779 1,049
Interest and other related charges paid
34 -49,917 -63,914
Proceeds from borrowings and derivative financial instruments
34 478,398 366,086
Payments of borrowings and derivative financial instruments
34 -459,932 -455,180
Principal elements of lease
34 -15,967 -15,936
Net cash flows used in financing activities (c ) -94,865 -260,074
Net increase/(decrease) in cash and cash equivalents (a)+(b)+(c) 125,698 -83,467
Cash and cash equivalents at beginning of the year
21 90,388 171,000
Effects of exchange rate changes -9,648 2,855
Cash and cash equivalents at end of the year 21 206,438 90,388
The primary financial statements should be read in conjunction with the accompanying notes.
Year ended 31 December
Consolidated Cash Flow Statement
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Contents
Page
1. Corporate information and summary
of significant accounting policies 129
1.1 Basis of preparation 129
1.2 Consolidation 131
1.3 Foreign currency translation 132
1.4 Property, plant and equipment 133
1.5 Investment properties 133
1.6 Goodwill and intangible assets
(other than goodwill) 134
1.7 Deferred stripping costs 135
1.8 Impairment of non-financial assets other than
Goodwill 135
1.9 Leases 135
1.10 Inventories 135
1.11 Trade receivables 136
1.12 Cash and cash equivalents 136
1.13 Share capital 136
1.14 Borrowings 136
1.15 Current and deferred income taxes 136
1.16 Employee benefits 136
1.17 Government grants 138
1.18 CO₂ Emission rights 138
1.19 Provisions 138
1.20 Site restoration, quarry rehabilitation
and environmental costs 138
1.21 Revenue 138
1.22 Dividend distribution 139
1.23 Segment information 139
1.24 Financial assets 139
1.25 Offsetting financial instruments 139
1.26 Impairment of financial assets 140
1.27 Derivative financial instruments
and hedging activities 140
1.28 De-recognition of financial assets and liabilities 141
1.29 Borrowing costs 141
1.30 Trade payables 141
1.31 Exceptional items 141
2. Significant accounting estimates and judgments 141
2.1 Impairment of goodwill 141
2.2 Income taxes 141
2.3 Deferred tax assets 142
2.4 Useful lives and residual values 142
2.5 Leases 142
2.6 Allowance for trade receivables 142
2.7 Provision for environmental rehabilitation 142
2.8 Business combinations 142
2.9 Fair value of share-based payments 142
2.10 Interest in unconsolidated entities 142
2.11 Derecognition of trade accounts receivable
transferred to the SPE 142
Page
3. Operating segment information 143
4. Other income and expenses 145
5. Expenses by nature 146
6. Net finance costs and foreign exchange differences 146
7. Staff costs 146
8. Income tax expense 147
9. Earnings per share 148
10. Dividends and return of capital 148
11. Property, plant and equipment 149
12. Investment property 151
13. Goodwill 152
14. Intangible assets 154
15. Investments in associates,
joint ventures and subsidiaries 155
16. Principal subsidiaries, associates and joint ventures 158
17. Other non-current assets 160
18. Deferred income taxes 160
19. Inventories 164
20. Receivables and prepayments 164
21. Cash and cash equivalents 165
22. Share capital and premium 166
23. Other reserves 167
24. Share-based payments 169
25. Retirement and termination benefit obligations 171
26. Provisions 174
27. Other non-current liabilities
and non-current contract liabilities 175
28. Trade payables, other liabilities
and current contract liabilities 175
29. Cash generated from operations 176
30. Contingencies and commitments 176
31. Related party transactions 178
32. Borrowings 179
33. Leases 180
34. Changes in liabilities arising from financing activities 181
35. Financial risk management objectives and policies 182
36. Financial instruments and fair value measurement 185
37. Fiscal years unaudited by tax authorities 187
38. Reclassifications 187
39. COVID-19 implications 188
40. Events after the reporting period 188
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1. Corporate information and summary
of significant accounting policies
TITAN Cement International S.A. (the Company or TCI) is a société
anonyme incorporated under the laws of Belgium. The Company’s
corporate registration number is 0699.936.657 and its registered
address is Rue de la Loi 23, 7th floor, box 4, 1040 Brussels, Belgium,
while it has established a place of business in the Republic of
Cyprus in the address Arch. Makariou III, 2-4 Capital Center, 9th
floor, 1065, Nicosia, Cyprus. The Company’s shares are traded on
Euronext Brussels, with a parallel listing on Athens Stock exchange
and Euronext Paris.
The Company and its subsidiaries (collectively the Group) are
engaged in the production, trade and distribution of a wide range
of construction materials, including cement, concrete, aggregates,
cement blocks, dry mortars and fly ash. The Group operates
primarily in Greece, the Balkans, Egypt, Turkey, the USA and Brazil.
Information on the Group’s structure is provided in note 16.
These consolidated financial statements were authorized for issue
by the Board of Directors on 8 April 2021.
Summary of significant accounting policies
The principal accounting policies adopted in the preparation of
these financial statements are set out below:
1.1 Basis of preparation
These consolidated financial statements have been prepared
in accordance with International Financial Reporting Standards
(IFRS), as issued by the International Accounting Standards Board
(IASB) and as adopted by the European Union and interpretations
(IFRIC) issued by the IFRS Interpretations Committee.
The preparation of financial statements, in conformity with IFRS,
requires the use of certain critical accounting estimates. It also
requires management to exercise its judgment in the process
of applying the accounting policies. The areas involving a higher
degree of judgment or complexity, or areas where assumptions and
estimates are significant to the financial statements are disclosed in
significant accounting estimates and judgments in note 2.
They have also been prepared on historical cost basis, except
for investment properties, certain financial assets and liabilities
(including derivative instruments) and plan assets of defined
benefit pension plans measured at fair value. The consolidated
financial statements are presented in euros and all values are
rounded to the nearest thousand (€000), except when otherwise
indicated.
In addition, they have been prepared with the same accounting
policies of the prior financial year, except for the adoption of new
or revised standards, amendments and/or interpretations that are
mandatory for the periods beginning on or after 1 January 2020 and
the adoption of hedge accounting requirement of IFRS 9.
The Group had applied IFRS 9, on 1 January 2018, except for hedge
accounting. Until 2019, the Group neither had applied hedge
accounting, nor it chose application of hedge accounting under
the new standard. It continued to apply its accounting policy for
hedge accounting under the provision of IAS 39. However, given a
new hedge relationship that arose in 2020, the Group decided to
commence the hedge accounting requirements of IFRS 9 (note 1.27
and note 35).
1.1.1 The following new standards and amendments to
standards are mandatory for the first time for the financial
year beginning 1 January 2020 and have been endorsed by
the European Union:
Amendments to References to the Conceptual Framework in
IFRS Standards (effective 1 January 2020). The revised Conceptual
Framework includes a new chapter on measurement; guidance
on reporting financial performance; improved definitions
and guidance—in particular the definition of a liability;
and clarifications in important areas, such as the roles of
stewardship, prudence and measurement uncertainty in financial
reporting.
Amendments to the definition of material in IAS 1 and IAS 8
(effective 1 January 2020). The amendments clarify the definition
of material and make IFRSs more consistent. The amendment
clarifies that the reference to obscuring information addresses
situations in which the effect is similar to omitting or misstating
that information. It also states that an entity assesses materiality
in the context of the financial statements as a whole. The
amendment also clarifies the meaning of “primary users of general
purpose financial statements” to whom those financial statements
are directed, by defining them as ‘existing and potential investors,
lenders and other creditors’ that must rely on general purpose
financial statements for much of the financial information they
need. The amendments are not expected to have a significant
impact on the preparation of financial statements.
Amendments to IFRS 9, IAS 39 and IFRS 7: Interest Rate Benchmark
Reform (effective 1 January 2020). The amendments require
qualitative and quantitative disclosures to enable users of financial
statements to understand how an entity’s hedging relationships
are affected by the uncertainty arising from interest rate
benchmark reform. These amendments have no impact on the
consolidated financial statements of the Group as it does not have
any interest rate hedge relationships.
Amendments to the guidance of IFRS 3 Business Combinations
that revises the definition of a business (effective 1 January
2020). The new guidance provides a framework to evaluate
when an input and a substantive process are present (including
for early stage companies that have not generated outputs). To
be a business without outputs, there will now need to be an
organised workforce. The changes to the definition of a business
will likely result in more acquisitions being accounted for as
asset acquisitions across all industries, particularly real estate,
pharmaceutical, and oil and gas. Application of the changes would
also affect the accounting for disposal transactions.
1.1.2 The following new amendments have been issued,
is not mandatory for the first time for the financial year
beginning 1 January 2020 but have been endorsed by the
European Union:
Amendment to IFRS 16 Leases COVID-19-Related Rent
Concessions (effective 01/06/2020, with early application
permitted). If certain conditions are met, the Amendment
would permit lessees, as a practical expedient, not to assess
whether particular COVID-19-related rent concessions are lease
modifications. Instead, lessees that apply the practical expedient
would account for those rent concessions as if they were not
lease modifications.
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Amendments to IFRS 4 Insurance Contracts – deferral of IFRS 9
(effective 01/01/2021). This amendment changes the fixed expiry
date for the temporary exemption in IFRS 4 Insurance Contracts
from applying IFRS 9 Financial Instruments, so that entities would
be required to apply IFRS 9 for annual periods beginning on or after
1 January 2023.
1.1.3 The following new standards and amendments have
been issued, but are not mandatory for the first time for the
financial year beginning 1 January 2020 and have not been
endorsed by the European Union:
Amendments to IAS 1 ‘Presentation of Financial Statements:
Classification of Liabilities as current or non-current’ (effective
1 January 2022), affect only the presentation of liabilities in the
statement of financial position — not the amount or timing of
recognition of any asset, liability income or expenses, or the
information that entities disclose about those items. The IASB has
issued an exposure draft to defer the effective date to 1 January
2023. They:
Clarify that the classification of liabilities as current or non-
current should be based on rights that are in existence at the
end of the reporting period and align the wording in all affected
paragraphs to refer to the "right" to defer settlement by at least
twelve months and make explicit that only rights in place "at the
end of the reporting period" should affect the classification of a
liability;
Clarify that classification is unaffected by expectations about
whether an entity will exercise its right to defer settlement of
a liability; and make clear that settlement refers to the transfer
to the counterparty of cash, equity instruments, other assets or
services.
IFRS 17 ‘Insurance contracts’ (effective 1 January 2023). This
standard replaces IFRS 4, which currently permits a wide variety
of practices in accounting for insurance contracts. IFRS 17 will
fundamentally change the accounting by all entities that issue
insurance contracts and investment contracts with discretionary
participation features. On 17 March 2020, IASB decided to defer the
effective date to annual reporting periods beginning on or after 1
January 2023. The endorsement includes the amendments issued
by the Board in June 2020, which are aimed at helping companies
implement the Standard and making it easier for them to explain
their financial performance.
Amendments to IFRS 3 Business Combinations; IAS 16 Property,
Plant and Equipment; IAS 37 Provisions, Contingent Liabilities
and Contingent Assets as well as Annual Improvements (effective
01/01/2022). The package of amendments includes narrow-scope
amendments to three Standards as well as the Board’s Annual
Improvements, which are changes that clarify the wording or
correct minor consequences, oversights or conflicts between
requirements in the Standards.
Amendments to IFRS 3 Business Combinations update a
reference in IFRS 3 to the Conceptual Framework for Financial
Reporting without changing the accounting requirements for
business combinations.
Amendments to IAS 16 Property, Plant and Equipment prohibit
a company from deducting from the cost of property, plant and
equipment amounts received from selling items produced while
the company is preparing the asset for its intended use. Instead,
a company will recognize such sales proceeds and related cost in
profit or loss.
Amendments to IAS 37 Provisions, Contingent Liabilities and
Contingent Assets specify which costs a company includes when
assessing whether a contract will be loss-making.
Annual Improvements make minor amendments to IFRS 1 First-
time Adoption of International Financial Reporting Standards, IFRS
9 Financial Instruments, IAS 41 Agriculture and the Illustrative
Examples accompanying IFRS 16 Leases.
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest
Rate Benchmark Reform – Phase 2 (effective 01/01/2021). These
amendments address issues that might affect financial reporting
after the reform of an interest rate benchmark, including its
replacement with alternative benchmark rates. The amendments
are effective for annual periods beginning on or after 1 January
2021, with earlier application permitted.
The Group will adopt the amendments on the required effective
date. Currently, it is in the process of assessing the impact of
these amendments in its financial statements. It has monitored
the output from the various industry working groups managing
the transition to new benchmark interest rates, including the
announcements made by the IBOR regulators. Its aim is to
understand where IBOR exposures are within the business and
prepare its smooth transition to alternative benchmark rates. The
Group will finalize its transition and fall back plans by the end of
2021. However, it expects that the adoption of the amendments
will have no material impact to the Group’s financial statements.
Borrowings
On 31.12.2020, the total amount of the Group’s borrowings is €834
mil. (note 32), from which €758 mil. are bonds of fixed interest
rate. The Group also has a floating interest rate revolving facility
agreement with available commitment of €220 mil., which
already includes adequate fall back provisions for a cessation
of the referenced benchmark interest rate. On 31.12.2020, the
outstanding balance of this facility is nil. Moreover, it has local
floating rate debt in Albania, Egypt and Turkey. None of these
debt agreements include floating interest rates that are based on
IBORs. Finally, the Group’s subsidiary in USA, Titan America LLC,
maintains committed and uncommitted credit facilities with banks
of nil outstanding balance on 31.12.2021. The facilities provide for
loans at variable interest rates based on Libor and they include
adequate fall back provisions.
Derivatives
On 31.12.2020, the Group has recognized the following derivatives
in the statement of financial position (note 35):
1) Various short-term EUR/USD forward contracts, in order to
hedge foreign currency risk,
2) Cross currency interest rate swaps, in order to hedge foreign
currency exposure and exchange fixed Euro rates to fixed USD
rates and
3) An energy swap transaction, in order to hedge fluctuations of
natural gas prices.
None of the aforementioned derivatives are subjects to IBOR
reform.
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Leases
On 31.12.2020, the total amount of the Group’s lease liabilities is
€57 million. (note 33).
None of the Group’s lease contracts are based on IBORs and, as
a result, there will be no impact on the Group’s lease liability
balances.
Receivables
On 31.12.2020, the Group, through its subsidiary Titan America
LLC in USA, incorporates in its statement of financial position the
amount of €23 million, as interest-bearing notes receivable (note
20). The sale agreement of these notes is Libor linked and it has
already included fall back provisions for the replacement rate.
1.2 Consolidation
1.2.1 Subsidiaries
The consolidated financial statements comprise the financial
statements of the Company and its subsidiaries. Subsidiaries are
all entities (including special purpose entities) over which the
Group has control. The Group controls an entity when the Group is
exposed to, or has rights to, variable returns from its involvement
with the entity and has the ability to affect those returns through
its power over the entity. Subsidiaries are fully consolidated from
the date on which control is transferred to the Group. They are
deconsolidated from the date that control ceases.
The Group uses the full acquisition method of accounting to
account for business combinations. The consideration transferred
for the acquisition of a subsidiary is the fair value of the assets
transferred, the liabilities incurred and the equity interests issued
by the Group. The consideration transferred includes the fair value
of any asset or liability resulting from a contingent consideration
arrangement. Acquisition related costs are expensed as incurred.
Identifiable assets acquired and liabilities and contingent liabilities
assumed in a business combination are measured initially at
their fair value at the acquisition date. The Group recognizes
any non-controlling interest in the acquiree on an acquisition-
by-acquisition basis either at fair value or at the non-controlling
interest’s proportionate share of the acquiree’s net assets.
If the business combination is achieved in stages, the acquisition
date carrying value of the acquirer’s previously held equity interest
in the acquiree is re-measured to fair value at the acquisition
date; any gains or losses arising from such re-measurement are
recognized in the income statement.
Any contingent consideration to be transferred by the Group
is recognized at fair value at the acquisition date. Subsequent
changes to the fair value of the contingent consideration that is
deemed to be an asset or liability is recognized in accordance with
IFRS 9 in profit or loss. Contingent consideration that is classified
as equity is not re-measured, and its subsequent settlement is
accounted for within equity.
Goodwill is initially measured at cost, being the excess of the
aggregate of the consideration transferred, the amount recognized
for non-controlling interest and the fair value of any other
participation previously held in the subsidiary acquired over the net
identifiable assets acquired and liabilities assumed. If the fair value
of the net assets acquired is in excess of the aggregate consideration
transferred, the amount recognized for non-controlling interest
and the fair value of any other participation previously held in the
subsidiary acquired the gain is recognized in profit or loss (note 1.6).
Cost is adjusted to reflect changes in consideration arising from
contingent consideration amendments.
The subsidiaries’ financial statements are prepared as of the same
reporting date and using the same accounting policies as the
parent company. Intra-group transactions, balances and unrealised
gains/losses on transactions between group companies are
eliminated.
1.2.2 Changes in ownership interests in subsidiaries without
change of control
Transactions with non-controlling interests that do not result
in loss of control are accounted for as transactions with the
owners in their capacity as owners. The difference between
consideration paid and the relevant share acquired of the
carrying value of net assets of the subsidiary is recorded in
equity. Gains or losses on disposals to non-controlling interests
are also recorded in equity.
Any profit or loss and any item of the Statement of Other
Comprehensive Income is allocated between the share-holders of
the parent and the non-controlling interest, even if the allocation
results in a deficit balance of the non-controlling interest.
1.2.3 Disposal of subsidiaries
When the Group ceases to have control any retained interest in
the entity is re-measured to its fair value at the date when control
is lost, with the change in carrying amount recognized in profit
or loss. The fair value becomes the initial carrying amount for the
purposes of subsequently accounting for the retained interest
as an associate, joint venture or financial asset. In addition, any
amounts previously recognized in other comprehensive income in
respect of that entity are accounted for as if the Group had directly
disposed of the related assets or liabilities. This may mean that
amounts previously recognized in other comprehensive income are
reclassified to profit or loss.
1.2.4 Joint arrangements
Investments in joint arrangements are classified as either joint
operations or joint ventures depending on the contractual rights
and obligations each investor has rather than the legal structure
of the joint arrangement. The Group has assessed the nature of
its joint arrangement and determined it to be a joint venture.
Joint ventures are consolidated with the equity method of
consolidation.
Under the equity method of accounting, interests in joint ventures
are initially recognized at cost and adjusted thereafter to recognize
the Group’s share of the post-acquisition profits or losses and
movements in other comprehensive income. When the Group’s
share of losses in a joint venture equals or exceeds its interests in
the joint ventures (which includes any long-term interests that,
in substance, form part of the Group’s net investment in the joint
ventures), the Group does not recognize further losses, unless it
has incurred obligations or made payments on behalf of the joint
ventures.
Unrealized gains on transactions between the Group and its joint
ventures are eliminated to the extent of the Group’s interest in
the joint ventures. Unrealized losses are also eliminated unless
the transaction provides evidence of an impairment of the asset
transferred. Accounting policies of joint ventures have been
adjusted where necessary to ensure consistency with the policies
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adopted by the Group. The financial statements of the joint
venture are prepared as of the same reporting date with the parent
company.
1.2.5 Associates
Associates are entities over which the Group has significant
influence (holds directly or indirectly 20% or more of the voting
power of the entity) but which it does not control. Investments
in associates are accounted for using the equity method of
accounting and are initially recognized at cost. The Group’s
investment in associates includes goodwill (net of any cumulative
impairments losses) identified on acquisition.
Under the equity method the Group’s share of the post-acquisition
profits or losses is recognized in the income statement and its
share of post-acquisition movements in other comprehensive
income is recognized in other comprehensive income with
a corresponding adjustment to the carrying amount of the
investment. When the Group’s share of losses in an associate
equals or exceeds its interest in the associate, the Group does
not recognize further losses, unless the Group has incurred legal
or constructive obligations or made payments on behalf of the
associates.
If the ownership interest in an associate is reduced but significant
influence is retained, only a proportionate share of the amount
previously recognized in other comprehensive income is
reclassified to profit or loss where appropriate.
The Group determines at each reporting date whether there is
any objective evidence that the investment in the associate is
impaired. If this is the case, the Group calculates the amount of
the impairment as the difference between the recoverable amount
of the associate and its carrying value and recognizes the amount
adjacent to “share of profit/(loss) of associates and joint ventures”
in the income statement.
Profit and losses resulting from upstream and downstream
transactions between the Group and its associate are recognized
in the Group’s financial statements only to the extent of unrelated
investor’s interests in the associates. Unrealized gains on
transactions between the Group and its associates are eliminated
to the extent of the Group’s interest in the associates; unrealized
losses are also eliminated unless the transaction provides evidence
of an impairment of the asset transferred.
Accounting policies of associates have been adjusted where
necessary to ensure consistency with the policies adopted by the
Group.
The financial statements of the associates are prepared as of the
same reporting date with the parent company.
1.2.6 Commitments to purchase interests held by non-
controlling interests
As part of the acquisition process of certain entities, the Group has
granted third party shareholders the option to require the Group
to purchase their shares subject to predetermined conditions (a
“put” option). These shareholders could be either international
institutions, or private investors who are essentially financial or
industrial investors or former shareholders of the acquired entities.
When the Group writes a put option on shares in a subsidiary that
are held by non-controlling interests, then it applies the following
policy for the recognition of put options:
Non-controlling interest is still attributed its share of profit and
losses (and other changes in equity).
The non-controlling interest is reclassified as a financial liability
at each reporting date, as if the acquisition took place at that
date.
Any difference between the fair value of the liability under the put
option at the end of the reporting period and the non-controlling
interest reclassified is calculated based on the current policy of the
Group for acquisitions of non-controlling interests.
If the put option is ultimately exercised, the amount recognized
as the financial liability at that date will be extinguished by
the payment of the exercise price. If the put option expires
unexercised, the position will be unwound such that the non-
controlling interest at that date is reclassified back to equity and
the financial liability is derecognized.
1.3 Foreign currency translation
Functional and presentation currency
Items included in the financial statements of each entity in the
Group are measured in the functional currency, which is the
currency of the primary economic environment in which each
Group entity operates. The consolidated financial statements are
presented in Euros.
Transactions and balances
Foreign currency transactions are translated into the functional
currency using the exchange rates (i.e. spot rates) prevailing at
the dates of the transactions or valuation where items are re-
measured. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at year-
end exchange rates of monetary assets and liabilities denominated
in foreign currencies are recognized under finance function in the
account “gain/(loss) from foreign exchange differences” of the
income statement, except when deferred in other comprehensive
income as qualifying net investment hedges. When the related
investment is disposed of, the cumulative amount is reclassified to
profit or loss.
Exchange differences arising from intragroup long term loans and
receivables that are designated as part of a reporting entity's net
investment in a foreign operation shall be recognized in profit or
loss in the separate financial statements of the reporting entity,
or, of the individual financial statements of the foreign operation,
as appropriate. In the consolidated financial statements such
exchange differences shall be recognized in other comprehensive
income and included in "currency translation differences
reserve on transactions designated as part of net investment in
foreign operation" in other reserves. Where settlement of these
intragroup long term loans and receivables is planned or is likely
to occur in the foreseeable future, then these transactions cease
to form part of the net investment in the foreign operation.
The exchange differences arising up to that date are recognized
in other comprehensive income and after that date, they are
recognized in profit or loss. On disposal of the net investment in
a foreign operation, the accumulated in other reserves exchange
differences are reclassified from equity to profit or loss.
Translation differences on non-monetary financial assets and
liabilities, such as equity investments held at fair value are
included in the income statement. Translation differences on
non-monetary financial assets, such as equities classified at fair
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value through other comprehensive income, are included in other
comprehensive income.
Group companies
The financial statements of all Group entities (none of which
operate in a hyperinflationary economy) that have a functional
currency different from the presentation currency are translated
into the presentation currency as follows:
Assets and liabilities for each balance sheet presented are
translated at the closing rate at the date of the balance sheet.
Income and expenses for each statement of profit or loss and
statement of comprehensive income are translated at average
exchange rates (unless this is not a reasonable approximation of
the cumulative effect of the rates prevailing on the transaction
dates, in which case income and expenses are translated at the
dates of the transactions).
All exchange differences resulting from the above are recognized
in other comprehensive income and subsequently included in
"foreign currency translation reserve".
• On the disposal of a foreign operation (partly or fully disposed),
the cumulative exchange differences relating to that particular
foreign operation, recognized in the "foreign currency translation
reserve" within equity, are recognized in the income statement as
part of the gain or loss on sale. On the partial disposal of a foreign
subsidiary, the proportionate share of the cumulative amount is
re-attributed to the non-controlling interest in that operation.
On consolidation, exchange differences arising from the
translation of borrowings designated as hedges of investments
in foreign entities, are taken to other comprehensive income and
included under "currency translation differences on derivative
hedging position" in other reserves.
Goodwill and fair value adjustments arising on the acquisition of
a foreign entity are treated as assets and liabilities of the foreign
entity and translated at the closing rate. Exchange differences
arising are recognized in other comprehensive income.
1.4 Property, plant and equipment
Property, plant and equipment (PPE) is stated at historical cost
less accumulated depreciation and impairment losses, except for
land (excluding quarries), which is shown at cost less impairment
losses.
Cost includes expenditure that is directly attributable to the
acquisition of the items and any environmental rehabilitation
costs to the extent that they have been recognized as a provision
(refer to note 1.20). Subsequent costs are included in the asset’s
carrying amount or recognized as a separate asset, as appropriate,
only when it is probable that future economic benefits associated
with the item will flow to the entity and the cost of the item can
be measured reliably. The carrying amount of the replaced part is
derecognized. All other repairs and maintenance are charged to the
income statement as incurred. Subsequent costs are depreciated
over the remaining useful life of the related asset or to the date of
the next major subsequent cost whichever is the sooner.
Depreciation, with the exception of quarries and land, is calculated
using the straight-line method to allocate the cost of the assets to
their residual values over their estimated useful lives as follows:
Buildings Up to 50 years
Plant and machinery Up to 40 years
Motor vehicles 5 to 20 years
Office equipment furniture and
fittings (including computer
equipment and software integral to
the operation of the hardware)
2 to 10 years
Minor value assets Up to 2 years
Land on which quarries are located is depreciated on a depletion
basis. This depletion is recorded as the material extraction process
advances based on the unit-of-production method. Other land is
not depreciated.
The assets’ residual values and useful lives are reviewed, and
adjusted if appropriate, at each reporting date. Where the carrying
amount of an asset is greater than its estimated recoverable
amount, it is written down immediately to its recoverable amount
(refer to note 1.8 - Impairment of non-financial assets other than
Goodwill).
An item of PPE and any significant part initially recognized is
derecognised upon disposal or when no future economic benefits
are expected from its use or disposal. Gains and losses on disposals
are determined by comparing proceeds with carrying amount and
are included in profit or loss.
Interest costs on borrowings specifically used to finance the
construction of PPE are capitalised during the construction period
if recognition criteria are met (refer to note 1.29).
1.5 Investment properties
Investment property is property held for long-term rental yields or
for capital appreciation or both and that is not occupied by any of
the subsidiaries of the Group. Owner-occupied properties are held
for production and administrative purposes. This distinguishes
owner-occupied property from investment property.
Investment property is measured initially at cost, including
related transaction costs and where applicable borrowing costs
(refer to 1.29).
After initial recognition investment property is carried at fair value.
Fair value reflects market conditions at the reporting date and
is determined internally on an annual basis by management or
external valuators. The best evidence of fair value is provided by
current prices in an active market for similar property in the same
location and condition and subject to the same lease terms and
other conditions (comparable transactions). When such identical
conditions are not present, the Group takes account of, and makes
allowances for, differences from the comparable properties in
location, nature and condition of the property or in contractual
terms of leases and other contracts relating to the property.
A gain or loss arising from a change in the fair value of investment
property is recognized in the period in which it arises in the
income statement within “other income” or “other expense” as
appropriate.
Subsequent expenditure is capitalised to the asset’s carrying
amount only when it is probable that future economic benefits
associated with the expenditure will flow to the Group and the
cost of the item can be measured reliably. All other repairs and
maintenance costs are expensed when incurred. When part of
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an investment property is replaced, the carrying amount of the
replaced part is derecognised.
The fair value of investment property does not reflect future
capital expenditure that will improve or enhance the property
and does not reflect the related future benefits from this future
expenditure other than those a rational market participant would
take into account when determining the value of the property.
Where the Group disposes of a property at fair value in an arm’s
length transaction, the carrying value immediately prior to the
sale is adjusted to the transaction price, and the adjustment is
recorded in the income statement within the gain or loss from fair
value adjustment on investment property. Investment properties
are derecognised when they have been disposed.
If an investment property becomes owner-occupied, it is
reclassified as PPE. Its fair value at the date of reclassification
becomes its deemed cost for subsequent accounting purposes.
If an item of owner-occupied property becomes an investment
property because its use has changed, IAS 16 is applied up to
the date of transfer, since investment property is measured at
fair value. The property is fair valued at the date of transfer and
any revaluation gain or loss, being the difference between fair
value and the previous carrying amount, is accounted for as a
revaluation surplus or deficit in equity in accordance with IAS
16. Revaluation surplus is recognized directly in equity through
other comprehensive income, unless there was an impairment
loss recognized for the same property in prior years. In this case,
the surplus up to the extent of this impairment loss is recognized
in profit or loss and any further increase is recognized directly
in equity through other comprehensive income. Any revaluation
deficit is recognized in profit or loss.
1.6 Goodwill and intangible assets (other than goodwill)
1.6.1 Goodwill
Goodwill arises on the acquisition of subsidiaries and represents
the excess of the aggregate of the consideration transferred and
the amount recognized for non-controlling interest over the net
identifiable assets acquired and liabilities assumed. If the excess
of the aggregate of the consideration transferred and the amount
recognized for non-controlling interest over the net identifiable
assets acquired and liabilities assumed is smaller than the fair
value of the net assets of the acquired subsidiary, the difference
is recognized in the profit or loss. Goodwill represents the future
economic benefits arising from assets that are not capable of being
individually identified and separately recognized in a business
combination.
Goodwill is not amortized. After initial recognition, it is measured
at cost less any accumulated impairment losses.
For the purpose of impairment testing, goodwill acquired in a
business combination is, from the acquisition date, allocated to
each cash-generating-unit that is expected to benefit from the
synergies of the combination. Each unit or group of units to which
the goodwill is allocated represents the lowest level within the
entity at which the goodwill is monitored for internal management
purposes. Goodwill is monitored at the operating segment level.
Impairment reviews are undertaken annually (even if there is no
indication of impairment) or more frequently if events or changes
in circumstances indicate a potential impairment. The carrying
value of goodwill is compared to the recoverable amount, which is
the higher of the value-in-use and the fair value less costs to sell.
Any impairment is recognized immediately as an expense and is
not subsequently reversed.
Where goodwill has been allocated to a cash-generating-unit
(CGU) and part of the operation within that unit is disposed of,
the goodwill associated with the disposed operation is included in
the carrying amount of the operation when determining the gain
or loss on disposal. Goodwill disposed in these circumstances is
measured based on the relative values of the disposed operation
and the portion of the cash-generating unit retained.
1.6.2 Intangible assets (other than goodwill)
Intangible assets acquired separately are measured on initial
recognition at cost. The cost of intangible assets acquired in a
business combination is their fair value at the date of acquisition.
Following initial recognition, intangible assets are carried at cost
less any accumulated amortization and accumulated impairment
losses. Internally generated intangible assets, excluding
capitalised development costs (note 1.7), are not capitalised and
expenditure is reflected in profit and loss in the period in which
the expenditure is incurred.
The Group’s intangible assets have a finite useful life.
Intangible assets with finite lives are amortized over the useful
economic life and assessed for impairment whenever there is
an indication that the intangible asset may be impaired. The
amortization period and the amortization method for an intangible
asset with a finite useful life are reviewed at least at the end of each
reporting period. Changes in the expected useful life or the expected
pattern of consumption of future economic benefits embodied in the
asset are considered to modify the amortization period or method,
as appropriate, and are treated as changes in accounting estimates.
The amortization expense on intangible assets with finite lives is
recognized in the income statement as the expense category that is
consistent with the function of the intangible assets.
Acquired computer software programs and licenses are capitalised
on the basis of costs incurred to acquire and bring to use the
specific software when these are expected to generate economic
benefits beyond one year. Costs associated with developing or
maintaining computer software programs are recognized as an
expense as incurred.
The amortization methods used for the Group’s intangibles are as
follows:
Amortization
Method
Useful
Lives
Patents, trademarks
and customer
relationships
straight-line
basis
up to 20 years
Licenses (mining
permits)
straight-line
basis / depletion
method
shorter of: the permit
period and the
estimated life of the
underlying quarry
unit-of-production
method
Development costs
(quarries under
operating leases)
note 1.7 note 1.7
Computer software straight-line
basis
3 to 7 years
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Gains or losses arising from derecognition of an intangible asset
are measured as the difference between the net disposal proceeds
and the carrying amount of the asset and are recognized in the
income statement when the asset is derecognised.
1.7 Deferred stripping costs
Stripping costs comprise the removal of overburden and other
waste products. Stripping costs incurred in the development of a
quarry before production commences are capitalised as follows:
Where such costs are incurred on quarry land that is owned by
the Group, these are included within the carrying amount of the
related quarry, under PPE and subsequently depreciated over
the life of the quarry on a units-of-production basis. Where such
costs are incurred on leased quarries, these are included under
‘Development expenditure’ under Intangible assets and amortized
over the shorter of the lease term and the useful life of the quarry.
1.8 Impairment of non-financial assets other than Goodwill
Assets that have an indefinite useful life (land not related
to quarries) are not subject to amortization and are tested
annually for impairment. Assets that are subject to amortization
are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be
recoverable. An impairment loss is recognized as an expense
immediately, for the amount by which the asset’s carrying amount
exceeds its recoverable amount. For the purposes of assessing
impairment, assets are grouped at the lowest levels for which
there are separately identifiable cash flows (cash-generating
units). Non-financial assets other than goodwill that suffered
impairment are reviewed for possible reversal of the impairment at
each reporting date. An asset’s recoverable amount is the higher
of an asset or cash generating units (CGU) fair value less costs of
sell and its value-in-use.
1.9 Leases
1.9.1 Lessees
Leases are recognized as a right-of-use (ROU) asset and a
corresponding lease liability at the date at which the leased asset
is available for use. Each lease payment is allocated between the
lease liability and interest, which is charged to profit or loss over
the lease period to produce a constant periodic rate of interest
on the remaining balance of the liability for each period. The ROU
asset is depreciated over the shorter of the asset's useful life and
the lease term on a straight-line basis.
The Group presents ROU assets that do not meet the definition
of investment property in the account “property, plant and
equipment”, in the same line item as it presents underlying
assets of the same nature that it owns. ROU assets that meet the
definition of investment property are presented with investment
property.
The lease liability is initially measured at the commencement date
at the present value of the lease payments during the lease term
that are not yet paid. It is discounted by using the interest rate
implicit in the lease or, if that rate cannot be readily determined,
the incremental borrowing rate (IBR). The IBR is the rate that the
lessee would have to pay to borrow the funds necessary to obtain
an asset of a similar value in a similar economic environment with
similar terms and condition.
The lease liability is subsequently increased by the interest cost on
the lease liability and decreased by lease payment made. It is re-
measured when there is a modification that is not accounted for as
a separate lease; a change in future lease payments arising from a
change in an index or rate; a change in the estimate of the amount
expected to be payable under a residual value guarantee; and if the
Group changes its assessment of whether a purchase or extension
option is reasonably certain to be exercised or a termination
option is reasonably certain not to be exercised.
Lease liabilities include the net present value of the following lease
payments:
• Fixed payments (including in-substance fixed payments)
• Variable lease payments that are based on an index or a rate
Amounts expected to be payable by the lessee under residual
value guarantees
The exercise price of a purchase option if the lessee is reasonably
certain to exercise that option
Payments of penalties for terminating the lease if the lessee will
exercise that option
The ROU asset is initially measured at cost, and subsequently at
cost less any accumulated depreciation and impairment losses,
and adjusted for certain re-measurements of the lease liability.
When ROU asset meets the definition of investment property is
initially measured at cost, and subsequently measured at fair value,
in accordance with the Group’s accounting policy.
The initial measurement of the ROU asset is comprised by:
The amount of the initial measurement of lease liability
Any lease payments made at or before the commencement date
less any lease incentives received
Any initial direct costs, and
• Restoration costs
For short term leases and leases of low value assets, the Group
has elected not to recognize ROU assets and lease liabilities. It
recognizes the lease payments associated with these leases as an
expense on a straight-line basis over the lease term.
For leases that contain both lease and non-lease components, the
Group chose not to separate them, except for terminals in which
non-lease components are separated from lease components.
1.9.2 Lessors
Leases in which the Group does not transfer substantially all
the risks and benefits of ownership of an asset are classified as
operating leases. Operating leases of PPE are recognized according
to their nature in the statement of financial position.
Payments made under operating leases are charged to profit or
loss on a straight-line basis over the period of the lease.
Initial direct costs incurred in negotiating and arranging an
operating lease are added to the carrying amount of the leased
asset and recognized over the lease term on the same basis as
rental income.
Contingent rents are recognized as revenue in the period in which
they are earned.
1.10 Inventories
Inventories are stated at the lower of cost and net realisable value.
Cost is determined using the weighted average cost method.
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The cost of finished goods and work in progress comprises raw
materials, direct labour, other direct costs and related production
overheads (based on normal operating capacity), but excludes
borrowing costs. Net realisable value is the estimated selling price
in the ordinary course of business, less the estimated costs of
completion and selling expenses.
Appropriate allowance is made for damaged, obsolete and slow
moving items. Write-downs to net realisable value and inventory
losses are expensed in cost of sales in the period in which the
write-downs or losses occur.
1.11 Trade receivables
Trade receivables are amounts due from customers for
merchandise sold or services performed in the ordinary course
of business. If collection is expected in one year or less (or in the
normal operating cycle of the business if longer), they are classified
as current assets. If not, they are presented as non-current assets.
Trade receivables are recognized initially at the amount of
consideration that is unconditional and subsequently measured
at amortized cost using the effective interest method, less loss
allowance.
1.12 Cash and cash equivalents
In the statement of cash flows, cash and cash equivalents
comprise cash on hand, deposits held at call with banks, other
short-term highly liquid investments of three months or less from
the date of acquisition, and bank overdrafts, if they exist. Bank
overdrafts are included within borrowings in current liabilities in
the balance sheet. The components of cash and cash equivalents
have a negligible risk of change in value.
1.13 Share capital
Any excess of the fair value of the consideration received over the
par value of the shares issued is recognized as “share premium”
in shareholders’ equity. Incremental external costs directly
attributable to the issue of new shares or share options are shown
in equity as a deduction, net of tax, from the proceeds.
Where the Company or its subsidiaries purchases the Company’s
own equity share capital (treasury shares), the consideration
paid including any attributable incremental external costs net of
income taxes is deducted from total shareholders’ equity until they
are cancelled or sold. Where such shares are subsequently sold or
reissued, any consideration received, net of any directly attributed
incremental transaction costs and the related income tax effect, is
included in shareholders’ equity.
1.14 Borrowings
Borrowings are recognized initially at fair value, net of transaction
costs incurred. In subsequent periods, borrowings are carried at
amortized cost using the effective interest method. Any difference
between proceeds (net of transaction costs) and the redemption
value is recognized in the income statement over the period of the
borrowings using the effective interest method.
Fees paid on the establishment of loan facilities are recognized as
transactions costs of the loan to the extent that it is probable that
some or all of the facility will be drawn down. In this case, the fee
is deferred until the draw down occurs. To the extent there is no
evidence that it is probable that some or all of the facility will be
drawn down, the fee is capitalised as a prepayment for liquidity
services and amortized over the period of the facility to which it
relates.
Borrowings are classified as current liabilities unless the Group
entity has an unconditional right to defer settlement for at least 12
months after the balance sheet date.
1.15 Current and deferred income taxes
The tax expense for the period comprises current and deferred tax.
Tax is recognized in the income statement, except to the extent
that it relates to items recognized in other comprehensive income
or directly in equity. In this case, the tax is also recognized in other
comprehensive income or directly in equity, respectively.
Current income tax is calculated on the basis of the tax laws
enacted or substantively enacted at the reporting date in the
countries where the Company and its subsidiaries operate and
generate taxable income. Management periodically evaluates
positions taken in tax returns with respect to situations in which
applicable tax regulation is subject to interpretation. It establishes
provisions where appropriate on the basis of amounts expected to
be paid to the tax authorities.
Deferred income tax is recognized using the liability method, on
temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the financial statements.
However, if the deferred income tax arises from initial recognition
of an asset or liability in a transaction other than a business
combination that at the time of the transaction affects neither
accounting nor taxable profit and loss, it is not accounted for.
Deferred tax assets are recognized for all deductible temporary
differences, the carry forward of unused tax credits and any unused
tax losses. Deferred tax assets are recognized to the extent that
it is probable that taxable profit will be available against which the
deductible temporary differences, and the carry forward of unused
tax credits and unused tax losses can be utilized.
Deferred tax liabilities are recognized for taxable temporary
differences arising on investments in subsidiaries, joint
arrangements and associates, except where the Group is able to
control the reversal of the temporary difference and it is probable
that the temporary difference will not reverse in the foreseeable
future. Deferred income tax is determined using tax rates (and
laws) that have been enacted or substantively enacted at the
reporting date and are expected to apply when the related
deferred income tax asset is realised or the related deferred
income tax liability is settled.
Deferred income tax assets and liabilities are offset when there
is a legally enforceable right to offset current tax assets against
current tax liabilities and when the deferred income taxes assets
and liabilities relate to income taxes levied by the same taxation
authority on either the same taxable entity or different taxable
entities where there is an intention to settle the balances on a net
basis.
1.16 Employee benefits
1.16.1 Pension and other retirement obligations
The Group operates various pension and other retirement
schemes, including both defined benefit and defined contribution
pension plans in accordance with the local conditions and practices
in the countries in which it operates. A defined contribution plan
is a pension plan under which the Group pays fixed contributions
into a separate entity. The Group has no legal or constructive
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obligations to pay further contributions if the fund does not
hold sufficient assets to pay all employees the benefits relating
to employee service in the current and prior periods. A defined
benefit plan is a pension plan that is not a defined contribution
plan.
Typically defined benefit plans define an amount of pension
benefit that an employee will receive on retirement, usually
dependent on one or more factors such as age, years of service
and compensation.
The liability recognized in the statement of financial position
in respect of defined benefit pension or retirement plans is the
present value of the defined benefit obligation at the reporting
date less the fair value of plan assets.
The defined benefit obligation is calculated annually by
independent actuaries using the projected unit credit method.
The present value of the defined benefit obligation is determined
by discounting the estimated future cash outflows using interest
rates of high-quality corporate bonds that are denominated in the
currency in which the benefits will be paid, and that have terms
approximating to the terms of the related obligation. In countries
where there is no deep market in such bonds, the market rates on
government bonds are used.
Past service costs are recognized in profit or loss on the earlier of:
• The date of the plan amendment or curtailment, and
• The date that the Group recognizes restructuring-related costs
Net interest is calculated by applying the discount rate to the
net defined benefit liability or asset. The Group recognizes the
following changes in the net defined benefit obligation:
Service costs comprising current service costs, past-service costs,
gains and losses on curtailments and non-routine settlements
under other operating expenses/income
Net interest expense or income under finance expenses
Re-measurements, comprising of the actuarial gains and losses,
the effect of the asset ceiling, excluding net interest (not
applicable to the Group) and the return on plan assets (excluding
net interest), are recognized immediately in the statement of
financial position with a corresponding debit or credit to retained
earnings through other comprehensive income (OCI) in the period
in which they occur. Re-measurements are not reclassified to
profit or loss in subsequent periods.
For defined contribution plans, the Group pays contributions to
publicly or privately administered pension insurance plans on a
mandatory, contractual or voluntary basis. Once the contributions
have been paid, the Group has no further payment obligations.
The regular contributions constitute net periodic costs for the
year in which they are due and as such are included in staff costs.
1.16.2 Termination benefits
Termination benefits are payable when employment is terminated
by the group before the normal retirement date, or when an
employee accepts voluntary redundancy in exchange for these
benefits.
The Group recognizes termination benefits at the earlier of the
following dates: (a) when the group can no longer withdraw the
offer of those benefits; and (b) when the entity recognizes costs
for a restructuring that is within the scope of IAS 37 and involves
the payment of terminations benefits.The obligating event is the
termination and not the service. In the case of an offer made to
encourage voluntary redundancy, the termination benefits are
measured based on the number of employees expected to accept
the offer. Benefits falling due more than 12 months after the end
of the reporting period are discounted to their present value.
1.16.3 Profit sharing and bonus plans
A liability for employee benefits in the form of profit sharing and
bonus plans is recognized in other provisions when the following
conditions are met:
there is a formal plan and the amounts to be paid are determined
before the time of issuing the financial statements; or
past practice has created a valid expectation by employees that
they will receive a bonus/profit sharing and the amount can be
determined before the time of issuing the financial statements.
1.16.4 Share-based payments
Share-based compensation benefits are provided to members of
senior management via Group share schemes that cover several
subsidiaries.
Equity-settled transactions
The fair value of options granted under the Share Option Programs
is recognized as an employee benefits expense in the Income
Statement, with a corresponding increase in equity. The total
amount to be expensed is determined by reference to the fair
value of the options granted:
Including any market performance conditions (for example, an
entity’s share price);
Excluding the impact if any service and non-market performance
vesting conditions (for example profitability, sales growth
targets and remaining an employee of the entity over a specified
time period); and
Including the impact of any non-vesting conditions (for example,
the requirement for employees to save)
The total expense is recognized over the vesting period, which
is the period over which all of the specified vesting conditions
are to be satisfied. At the end of each period, the Group revises
its estimates of the number of options that are expected to
vest based on the non-market vesting and service conditions.
It recognizes the impact of the revision to original estimates, if
any, in profit or loss, with a corresponding adjustment to equity.
Share options are exercised at given prices, which are normally at
a discount of the share’s market price at grant dates. When the
options are exercised, either the Company issues new shares, or
the Group settles the awards with existing treasury shares. The
proceeds received net of any directly attributable transaction
costs are credited to share capital (nominal value) and share
premium reserve.
Cash-settled transactions
The fair value of the awards granted to employees for nil
consideration under the Long-term Incentive Plans is measured
initially and at each reporting date up to and including the
settlement date, at the fair value of the liability with changes
in fair value recognized as employee benefits expense in the
Income Statement. At each reporting date, the Group revises its
estimation of the number of the awards that they will vest and
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it recognizes the impact of the revised estimates in the Income
Statement.
1.17 Government grants
Government grants are recognized at their fair value where there
is a reasonable assurance that the grant will be received and the
Group will comply with all attached conditions.
Government grants are recognized in profit or loss on a systematic
basis over the periods in which the Group recognizes as expenses
the related costs for which the grants are intended to compensate.
Specifically, government grants whose primary condition is that the
Group should purchase, construct or otherwise acquire non-current
assets are recognized as deferred revenue in the statement of
financial position and transferred to profit or loss on a systematic
and rational basis over the useful lives of the related assets.
1.18 CO₂ Emission rights
Emission rights are accounted for under the net liability method,
based on which the Group recognizes a liability for emissions
when the emissions are made and are in excess of the allowances
allocated. The Group has chosen to measure the net liability
on the basis of the period for which the irrevocable right to the
cumulative emissions rights have been received. Emission rights
purchases in excess of those required to cover its shortages are
recognized as intangible asset. Proceeds from the sale of granted
emission rights are recorded as a reduction to cost of sales.
1.19 Provisions
Provisions represent liabilities of uncertain timing or amount and
are recognized when the Group has a present legal or constructive
obligation as a result of past events, it is probable that an outflow
of resources will be required to settle the obligation, and a reliable
estimate of the amount can be made. Where the Group expects
a provision to be reimbursed, for example under an insurance
contract, the reimbursement is recognized as a separate asset but
only when the reimbursement is virtually certain. The expense
relating to any provision is presenting in the income statement net
of any reimbursement.
Provisions are not recognized for future operating losses. The
Group recognizes a provision for onerous contracts when the
economic benefits to be derived from a contract are less than the
unavoidable costs of meeting the obligations under the contract.
Restructuring provisions comprise lease termination penalties and
employee termination payments, and are recognized in the period
in which the Group becomes legally or constructively committed
to payment. Costs related to the ongoing activities of the Group
are not provided for in advance.
Where the effect of the time value of money is material, provisions
is measured at the present value of the expenditure expected to be
required to settle the obligation using a pre-tax rate that reflects
current market assessments of the time value of money and the
risks specific to the obligation. The increase in the provision due the
passage of time is recognized as a finance expense.
1.20 Site restoration, quarry rehabilitation and
environmental costs
Companies within the Group are generally required to restore
the land used for quarries and processing sites at the end of
their producing lives to a condition acceptable to the relevant
authorities and consistent with the Group’s environmental
policies. Provisions for environmental restoration are recognized
when the Group has a present legal or constructive obligation
as a result of past events and, it is probable that an outflow of
resources will be required to settle the obligation and the amount
has been reliably estimated.
Provisions associated with environmental damage represent the
estimated future cost of remediation. Estimating the future costs
of these obligations is complex and requires management to use
judgment.
The estimation of these costs is based on an evaluation of
currently available facts with respect to each individual site and
considers factors such as existing technology, currently enacted
laws and regulations and prior experience in remediation of sites.
Inherent uncertainties exist in such evaluations primarily due to
unknown conditions, changing governmental regulations and legal
standards regarding liability, the protracted length of the clean-
up periods and evolving technologies. The environmental and
remediation liabilities provided for reflect the information available
to management at the time of determination of the liability and
are adjusted periodically as remediation efforts progress or as
additional technical or legal information becomes available.
Estimated costs associated with such rehabilitation activities are
measured at the present value of future cash outflows expected
to be incurred. When the effect of the passage of time is not
significant, the provision is calculated based on undiscounted
cash flows. Where a closure and environmental obligation
arises from quarry/mine development activities or relate to the
decommissioning PPE the provision can be capitalized as part
of the cost of the associated asset (intangible or tangible). The
capitalized cost is depreciated over the useful life of the asset
and any change in the net present value of the expected liability
is included in finance costs, unless they arise from changes in
accounting estimates of valuation.
1.21 Revenue
Revenue is the amount of consideration expected to be received
in exchange for transferring promised goods or services to a
customer, excluding amounts collected on behalf of third parties
(value-added tax, other sales taxes etc.).
Revenue is recognized when (or as) a performance obligation is
satisfied by transferring the control of a promised good or service
to the customer. A customer obtains control of a good or service
if it has the ability to direct the use of and obtain substantially
all of the remaining benefits from that good or service. Control is
transferred over time or at a point in time.
Revenue from the sale of goods is recognized when control of the
good is transferred to the customer, usually upon delivery and
there is no unfulfilled obligation that could affect the customer’s
acceptance of the products. The main products of the Group
are cement, clinker, ready-mix, fly ash and other cementitious
products.
Revenue arising from services is recognized in the accounting
period in which the services are rendered, and it is measured using
either output methods or input methods, depending on the nature
of service provided.
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A receivable is recognized when there is an unconditional right
to consideration for the performance obligations to the customer
that are satisfied.
A contract asset is recognized when the performance obligation
to the customer is satisfied before the customers pays or before
payment is due, usually when goods or services are transferred to
the customer before the Group has a right to invoice.
A contract liability is recognized when there is an obligation to
transfer goods or services to a customer for which the Group has
received consideration from the customer (prepayments) or there
is an unconditional right to receive consideration before the Group
transfers a good or a service (deferred income). The contract
liability is derecognized when the promise is fulfilled and revenue
is recorded in the profit or loss statement.
1.22 Dividend distribution
Dividend to the Company’s shareholders is recognized in the
financial statements in the period in which the Board of Directors’
proposed dividend is ratified at the Shareholders’ Annual General
Meeting.
1.23 Segment information
Segment information is presented on the same basis as the
internal information provided to the chief operating decision
maker. The chief operating decision maker is the person (or the
group of persons) that allocates resources to and assesses the
operating results of the segments.
For management purposes, the Group is structured in five
operating segments: Greece and Western Europe, North America,
South Eastern Europe, Eastern Mediterranean and Joint Ventures.
Each region has a regional Chief Executive Officer (CEO) who
reports to the Group's CEO. In addition, the Finance Department
is organized also by region for effective financial controlling and
performance monitoring.
1.24 Financial assets
Classification and measurement
The Group classify their financial assets in the following
measurement categories:
Those to be measured subsequently at fair value (either through
OCI or through profit or loss) and,
• Those to be measured at amortized cost.
The classification depends on the entity’s business model for
managing the financial assets and the contractual terms of the
cash flows.
The Group initially measure a financial asset at its fair value plus,
in the case of a financial asset not at fair value through profit or
loss, transaction costs. Transaction costs of financial assets carried
at fair value through profit or loss are expenses. Trade receivables
are initially measured at their transaction price.
Financial assets with embedded derivatives are considered in their
entirety when determining whether their cash flows are solely
payment of principal and interest.
Under IFRS 9, debt financial instruments are subsequently
measured at amortized cost, fair value through other
comprehensive income (FVOCI) or fair value through profit or loss
(FVPL). The classification is based on two criteria: a) the business
model for managing the assets and b) whether the instruments’
contractual cash flows represent “solely payments of principal
and interest” on the principal amount outstanding (the ‘SPPI
criterion’).
The new classification and measurement of the Group’s debt
financial assets are, as follows:
I. Debt instruments at amortized cost for financial assets that
are held within a business model with the objective to hold the
financial assets in order to collect contractual cash flows that
meet the SPPI criterion. Interest income from these financial
assets is included in finance income using the effective interest
rate method. Any gain or loss arising on de-recognition is
recognized directly in the income statement.
II. Debt instruments at FVOCI, with gains or losses recycled to
profit or loss on de-recognition. Financial assets in this category
are debt instruments that meet the SPPI criterion and are
held within a business model both to collect cash flows and
to sell. Movements in the carrying amount are taken through
OCI, except for the recognition of impairment gains or losses,
interest revenue and foreign exchange gains or losses which are
recognized in profit or loss. Interest income from these financial
assets is included in finance income using the effective interest
rate method.
III. Financial assets at FVPL comprise derivative instruments
and equity instruments, which the Group had not irrevocably
elected, at initial recognition or transition, to classify at FVOCI.
This category would also include debt instruments whose
cash flow characteristics fail the SPPI criterion or are not held
within a business model whose objective is either to collect
contractual cash flows, or to both collect contractual cash flows
and sell. A gain or loss on financial assets that subsequently
measures at FVPL is recognized in income statement.
Other financial assets are classified and subsequently measured,
as follows:
IV. Equity instruments at FVOCI, with no recycling of gains or
losses to profit or loss on de-recognition. This category only
includes equity instruments, which the Group intends to
hold for the foreseeable future and which the Group (or the
Company) has irrevocably elected to so classify upon initial
recognition or transition. Equity instruments at FVOCI are not
subject to any impairment accounting. Dividends from such
investments continue to be recognized in profit or loss, when
the right to receive the payment is established, unless they
represent a recovery of part of the cost of the investment.
V. Financial assets designated as measured at FVPL at initial
recognition that would otherwise be measured subsequently
at amortized cost or at FVOCI. Such a designation can only be
made, if it eliminates or significantly reduces an “accounting
mismatch” that would otherwise arise.
1.25 Offsetting financial instruments
Financial assets and liabilities are offset and the net amount
reported in the balance sheet when there is a legally enforceable
right to offset recognized amounts, and there is an intention to
settle on the net basis the liability or realise the asset and settle
the liability simultaneously. The legally enforceable right to offset
should not depend on future events but it should apply in the
ordinary course of business. However, it should be allowed for the
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related amounts to be set off in certain circumstances, such as
bankruptcy or the termination of a contract.
1.26 Impairment of financial assets
The Group record an allowance for expected credit losses (ECLs)
for all financial assets not held at FVPL.
ECLs are based on the difference between the contractual cash
flows due in accordance with the contract and all the cash flows
that the Group expects to receive. The shortfall is then discounted
at an approximation to the asset’s original effective interest rate.
For contract assets, trade receivables and lease receivables, the
Group have applied the standard’s simplified approach and have
calculated ECLs based on lifetime expected credit losses.
For other financial assets, the ECL is based on the 12-month ECL.
The 12-month ECL is the portion of lifetime ECLs that results from
default events on a financial instrument that are possible within 12
months after the reporting date. However, when there has been a
significant increase in credit risk since origination, the allowance
will be based on the lifetime ECL.
1.27 Derivative financial instruments and hedging activities
Initially, derivatives are recognized at fair value at commencement
date and subsequently, they are re-measured at their fair value
at each reporting date. Derivatives are carried as financial assets
when the fair value is positive and as financial liabilities when the
fair value is negative.
Any gains or losses arising from changes in the fair value of
derivatives are taken directly to profit or loss, except for the
effective portion of cash flow hedges, which is recognized in other
comprehensive income (OCI) and later is reclassified to profit or
loss when the hedge item affects profit or loss.
For the purpose of hedge accounting, hedges are classified as:
Fair value hedges when hedging the exposure to changes in the
fair value of a recognized asset or liability or an unrecognized firm
commitment
Cash flow hedges when hedging the exposure to variability
in cash flows that is either attributable to a particular risk
associated with a recognized asset or liability or a highly
probable forecast transaction or the foreign currency risk in an
unrecognized firm commitment
Hedges of a net investment in a foreign operation
At the inception of a hedge relationship, the Group formally
designates and documents the hedge relationship to which it
wishes to apply hedge accounting and the risk management
objective and strategy for undertaking the hedge.
The documentation includes identification of the hedging
instrument, the hedged item, the nature of the risk being hedged
and how the Group will assess whether the hedging relationship
meets the hedge effectiveness requirements (including the
analysis of sources of hedge ineffectiveness and how the
hedge ratio is determined). A hedging relationship qualifies for
hedge accounting if it meets all of the following effectiveness
requirements:
There is “an economic relationship” between the hedged item
and the hedging instrument.
The effect of credit risk does not “dominate the value changes”
that result from that economic relationship.
The hedge ratio of the hedging relationship is the same as that
resulting from the quantity of the hedged item that the Group
actually hedges and the quantity of the hedging instrument that
the Group actually uses to hedge that quantity of hedged item.
The full fair value of a hedging derivative is classified as a non-
current asset or liability when the remaining hedged item is
more than 12 months and as a current asset or liability when the
remaining maturity of the hedged item is less than 12 months.
Hedges that meet the strict criteria for hedge accounting are
accounted for, as described below:
1.27.1 Fair value hedges
Changes in the fair value of derivatives that are designated and
qualify as fair value hedges are recorded in the income statement,
together with any changes in the fair value of the hedged asset or
liability that are attributable to the hedged risk. The gain or loss
relating both to the effective and ineffective portion of interest
rate swaps hedging fixed rate borrowings is recognized in the
income statement within “Finance income/expense”.
1.27.2 Cash flow hedges
The effective portion of gains or losses from measuring cash flow
hedging instruments is recognized in OCI and accumulated in
reserves, in the account “hedging reserve from cash flow hedges”.
The gain or loss relating to the ineffective portion is recognized
immediately in the income statement within “Finance income/
expenses”.
Amounts accumulated in equity are reclassified to profit or loss in
the periods when the hedged item affects profit or loss.
When a hedging instrument expires or is sold or terminated, or
when a hedge no longer meets the criteria for hedge accounting,
any cumulative gain or loss existing in equity at that time remains
in equity and is recognized when the forecast transaction is
ultimately recognized in profit or loss. When a forecast transaction
is no longer expected to occur, the cumulative gain or loss that
was reported in equity is immediately reclassified to profit or loss.
1.27.3 Net investment hedge
Hedges of net investments in foreign entities are accounted for
similarly to cash flow hedges. Where the hedging instrument is
a derivative, any gain or loss on the hedging instrument relating
to the effective portion of the hedge is recognized in currency
translation differences on derivative hedging position in other
reserves. The gain or loss relating to the ineffective portion is
recognized immediately in other income/expenses in the income
statement. However, where the hedging instrument is not a
derivative (for example, a foreign currency borrowing), all foreign
exchange gains or losses arising on the translation of a borrowing
that hedges such an investment (including any ineffective portion
of the hedge) are recognized in equity in “translation differences
on derivative hedging position” in “other reserves”.
Gains or losses accumulated in equity are included in the income
statement when the foreign operation is (partially or fully)
disposed of. The Group’s “other reserves” include gains that have
resulted from such hedging activities carried out in the past.
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Derivatives that do not qualify for hedge accounting
Certain derivative transactions, do not qualify for hedge
accounting under rules in IFRS. Any gains or losses arising from
changes in the fair value of financial instruments that are not
part of a hedging relationship are included in finance income /
(expenses), or gain / (loss) from foreign exchange differences
in the income statement for the period in which they arise,
depending on their nature.
1.28 De-recognition of financial assets and liabilities
1.28.1 Financial assets
A financial asset (or, where applicable a part of a financial asset or
part of a group of similar financial assets) is derecognized when:
• the rights to receive cash flows from the asset have expired;
the Group retains the right to receive cash flows from the
asset, but has assumed an obligation to pay them in full
without material delay to a third party under a “pass-through”
arrangement; or
the Group has transferred its rights to receive cash flows from
the asset and either (a) has transferred substantially all the risks
and rewards of the assets, or (b) has neither transferred nor
retained substantially all the risks and rewards of the asset, but
has transferred control of the asset.
Where the Group has transferred its rights to receive cash
flows from an asset and has neither transferred nor retained
substantially all the risks and rewards of the asset nor transferred
control of the asset, the asset is recognized to the extent of the
Group’s continuing involvement in the asset. A respective liability
is also recognized.
Continuing involvement that takes the form of a guarantee over
the transferred asset is measured at the lower of the original
carrying amount of the asset and the maximum amount of
consideration that the Group could be required to repay.
1.28.2 Financial liabilities
A financial liability is derecognized when the obligation under the
liability is discharged or cancelled or expires. Where an existing
financial liability is replaced by another from the same lender on
substantially different terms, or the terms of an existing liability
are substantially modified, such an exchange or modification
is treated as a de-recognition of the original liability and the
recognition of a new liability. The difference in the respective
carrying amounts is recognized in the consolidated statement of
income.
1.29 Borrowing costs
Borrowing costs directly attributable to the acquisition,
construction or production of a qualifying asset are capitalized as
part of the cost of the respective assets until such as the asset is
substantially ready for its intended use or sale. Qualifying assets
are assets that necessarily take a substantial period of time to
get ready for their intended use or sale. All other borrowing costs
are expensed in the profit of loss in the period in which they are
occurred. Borrowing costs consist of interest and other costs that
an entity incurs in connection with the borrowing of funds.
1.30 Trade payables
Trade payables are obligations to pay for goods or services that
have been acquired in the ordinary course of business from
suppliers. Accounts payable are classified as current liabilities if
payment is due within one year or less (or in the normal operating
cycle of the business if longer). If not, they are presented as non-
current liabilities.
Trade payables are recognized initially at fair value and
subsequently measured at amortized cost using the effective
interest method.
1.31 Exceptional items
Exceptional items are disclosed separately in the financial
statements where it is necessary to do so to provide further
understanding of the financial performance of the group. They
are material items of income or expense that have been shown
separately due to the significance of their nature or amount.
Examples of exceptional items include gains/losses on disposal of
non-current assets, restructuring costs and other unusual gains or
losses.
2. Significant accounting estimates
and judgments
The preparation of the financial statements requires management
to make estimations and judgments that affect the reported
disclosures. On an ongoing basis, management evaluates its
estimates, which are presented below.
Estimates and judgements are based on historical experience and
other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
These management’s estimation and assumptions form the basis
for making judgments about the carrying value of assets and
liabilities that are not readily available from other sources. The
resulting accounting estimates will, seldom equal the related
actual results by definition. The estimates and assumptions that
have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial
year are discussed below:
2.1 Impairment of goodwill
Impairment tests for goodwill use the recoverable amounts of
cash-generating units that are determined based on value-in-
use calculations (note 13). These calculations require the use of
estimates, which mainly relate to future earnings and discount
rates.
2.2 Income taxes
Group entities are subject to income taxes in numerous
jurisdictions. Significant judgment is required in determining
the worldwide provision for income taxes. There are many
transactions and calculations for which the ultimate tax
determination is uncertain during the ordinary course of business.
Where the final tax outcome of these matters is different from the
amounts that were initially recorded, such differences will impact
the income tax and deferred tax provisions in the period in which
such determination is made.
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2.3 Deferred tax assets
Deferred tax assets are recognized for unused tax losses to the
extent that it is probable that taxable profit will be available
against which the losses can be utilized. Significant management
judgment is required to determine the amount of deferred tax
assets that can be recognized, based upon the likely timing and
the level of future taxable profits together with future tax planning
strategies (note 8).
2.4 Useful lives and residual values
PPE are depreciated over their estimated useful lives. The actual
lives of the assets are assessed annually and may vary depending
on a number of factors. In reassessing asset lives, factors such
as technological innovation, product lifecycles, life-of-mine and
maintenance programmes are taken into account.
2.5 Leases
The Group has applied judgement to determine the lease term for
some lease contracts in which it is a lessee that include renewal
options. The assessment of whether the Group is reasonably
certain to exercise such options impacts the lease term, which
significantly affects the amount of lease liabilities and ROU assets
recognized.
2.6 Allowance for trade receivable
The Group’s management periodically reassess the allowance
for trade receivables using parameters such as its credit policy,
reports from its legal counsel on recent developments of the cases
they are handling, and its estimates about the impact of other
factors affecting the recoverability of the receivables (note 20).
2.7 Provision for environmental rehabilitation
The Group recognizes provision for environmental rehabilitation
that is re-estimated on an annual basis. It reflects the present
value of the expected restoration costs, using estimated cash
flows and is calculated based on the area of the land disturbed
at the reporting date and the cost of rehabilitation per metric
unit of land at the level of the broader area of interest. Given the
complexity of the calculations and the significant assumptions
therein, management provides its best estimate in relation to the
present value of the aforementioned liability.
2.8 Business combinations
On the acquisition of a company or business, a determination
of the fair value and the useful lives of tangible and intangible
assets acquired is performed, which requires the application of
judgement. Future events could cause the assumptions used by
the Group to change which could have an impact on the results
and net position of the Group (note 1.2).
2.9 Fair value of share-based payments
Fair values used in calculating the amount to be expensed as a
share-based payment is subject to a level of uncertainty. The
Group is required to calculate the fair values of the equity-settled
instruments granted to employees in terms of the share option
schemes. These fair values are calculated by applying a valuation
model, which is in itself judgmental, and takes into account certain
inherently uncertain assumptions (note 1.16.4 and note 24).
2.10 Interest in unconsolidated entities
In 2014, the Group’s subsidiary in USA, Titan America LLC (TALLC),
entered into an agreement with a Special Purpose Entity (“SPE”)
under which trade accounts receivable of TALLC’s operation
units are aggregated and sold to the SPE in exchange for cash
and interest-bearing notes receivable. Management determined
that the most relevant activity of the SPE is the management
of impaired trade accounts receivable, as this activity has
the greatest impact on credit losses incurred, and hence, the
variability of the SPE’s returns. The entities most exposed to
variable returns are: (i) TALLC, which holds the most subordinated
interest in the SPE, as well as the third most subordinated interest,
and (ii) an unrelated party (the “Control Party”), which holds
the second most subordinated interest and retains the right to
manage the impaired accounts receivable and substantive rights to
replace TALLC as servicer of the assets sold to the SPE. As a result,
the Group decided not to consolidate the SPE.
2.11 Derecognition of trade accounts receivable transferred
to the SPE
TALLC sells its qualifying trade accounts receivable to the SPE
in exchange for cash and interest-bearing notes receivable and
consequently it transfers its rights to receive the cash flows from
these trade accounts receivable. Credit losses within the SPE are
shared among the lenders to the SPE based on the seniority of
their loans to the SPE (note 2.10). Based on the current level of
bad debts in the entity and an associated analysis of the risks and
rewards of receivables transferred to the SPE, TALLC has concluded
that it is appropriate to derecognize the receivables at the time of
sale.
On 31 December 2020, the interest-bearing notes receivables from
the SPE are recognized in the line “Notes receivable” of the note
20 and approximately amounted to €23 million.
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Information by operating segment
(all amounts in Euro thousands)
Greece and
Western Europe North America
South Eastern
Europe
Eastern
Mediterranean Total
Gross revenue 310,828 937,697 270,952 151,748 1,671,225
Inter-segment revenue -64,192 - - - -64,192
Revenue from external customers 246,636 937,697 270,952 151,748 1,607,033
Earnings before interest, taxes, depreciation, amortization
and impairment (EBITDA)
17,164 176,115 96,202 -3,250 286,231
Depreciation, amortization and impairment of tangible and
intangible assets
-22,345 -71,366 -26,206 -19,650 -139,567
Operating profit before impairment losses on goodwill
-5,181 104,750 69,996 -22,901 146,664
ASSETS
Property, plant & equipment 293,729 597,424 286,841 351,249 1,529,243
Intangible assets and goodwill 35,035 200,647 60,180 56,430 352,292
Other non-current assets 35,004 8,465 8,847 1,275 53,591
Current assets 199,570 289,218 101,015 75,816 665,619
Total assets of segments excluding joint ventures 563,338 1,095,754 456,883 484,770 2,600,745
Investment in joint ventures (note 15.2) 78,188
Total assets
2,678,933
LIABILITIES
Non-current liabilities 204,919 350,594 97,938 213,550 867,001
Current liabilities 94,968 288,569 49,055 112,657 545,249
Total liabilities
299,887
639,163
146,993
326,207
1,412,250
Capital expenditures (note 11,12,14) 15,675 46,317 14,227 8,077 84,296
Impairment of property, plant and equipment (note 11)
- -992 - -992
Impairment of Goodwill (note 13) - - - -46,614 -46,614
Allowance for doubtful debtors (note 20) -766 -461 -611 -147 -1,985
Investment in associates (note 15) 3,523 134 3,765 - 7,422
Non-qualified deferred compensation plans (note 17,25)
- 2,572 - - 2,572
Non-current assets excluding financial instruments, deferred
tax assets and post employment benefit assets
336,954 798,205 354,889 407,679 1,897,727
3. Operating segment information
Revenue consists of the sale of goods and services. There are sales between operating segments. Total assets and capital expenditures are
presented in the operating segment of the company that owns the assets.
For the year ended 31 December 2020
Capital expenditures consist of additions of property, plant and equipment, intangible assets and investment property.
Impairment charges are included in the income statement.
Summarised financial information of the joint ventures, based on their IFRS financial statements, is disclosed in note 15.2.
For management information purposes, the Group is structured in five operating segments: Greece and Western Europe, North America, South
Eastern Europe, Eastern Mediterranean and Joint Ventures. Each operating segment is a set of countries. The aggregation of countries is based
mainly on geographic position.
Each region has a regional Chief Executive Officer (CEO) who is a member of the Group Executive Commitee and reports to the Group's CEO. In
addition, the Group’s finance department is organized by region for effective financial control and performance monitoring.
Management monitors the operating results of its business units separately for the purpose of making decisions, allocating resources and assessing
performance. Segment performance is evaluated based on earnings before interest, taxes, depreciation, amortization & impairment (EBITDA).
EBITDA calculation includes the operating profit plus depreciation, amortization and impairment of tangible and intangible assets and amortization
of government grands.
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(all amounts in Euro thousands)
Cement
Ready mix concrete,
aggregates and
building blocks
Other Total
Revenue 896,137 705,138 5,758 1,607,033
Information by operating segment
(all amounts in Euro thousands)
Greece and
Western Europe North America
South Eastern
Europe
Eastern
Mediterranean Total
Gross revenue 315,626 952,120 262,588 150,308 1,680,642
Inter-segment revenue -70,735 -109 -20 - -70,864
Revenue from external customers 244,891 952,011 262,568 150,308 1,609,778
Earnings before interest, taxes, depreciation, amortization and
impairment (EBITDA)
11,853 179,314 77,191 -1,225 267,133
Depreciation, amortization and impairment of tangible and
intangible assets
-22,001 -73,450 -25,869 -18,645 -139,965
Operating profit before impairment losses on goodwill
-10,148 105,864 51,322 -19,870 127,168
A
A
S
S
S
S
E
E
T
T
S
S
Property, plant & equipment 302,096 676,645 301,001 414,983 1,694,725
Intangible assets and goodwill 34,899 213,040 60,449 121,305 429,693
Other non-current assets 22,463 22,331 9,015 8,991 62,800
Current assets 175,106 194,218 112,954 88,925 571,203
Total assets of segments excluding joint ventures
534,564 1,106,234 483,419 634,204 2,758,421
Investment in joint ventures (note 15) 104,998
Total assets 2,863,419
L
L
I
I
A
A
B
B
I
I
L
L
I
I
T
T
I
I
E
E
S
S
Non-current liabilities 273,292 546,408 61,365 171,075 1,052,140
Current liabilities 105,014 117,338 32,750 146,386 401,488
Total liabilities 378,306 663,746 94,115 317,461 1,453,628
Capital expenditures (note 11,12,14) 22,876 62,352 14,272 19,124 118,624
Impairment of property, plant and equipment (note 11)
-201 -538 -1,508 - -2,247
Allowance for doubtful debtors (note 20)
-412 -1,012 -309 66 -1,667
Investment in associates (note 15)
3,209 1,404 4,247 - 8,860
Non-qualified deferred compensation plans (note 17, 25)
- 3,826 - - 3,826
Non-current assets excluding financial instruments, deferred
tax assets and post employment benefit assets
344,957 891,089 369,564 536,288 2,141,898
At Group level, Revenue is derived from a set of customers none of which separately represents greater than or equal to 10%.
The cement activity includes cement and cementitious materials.
Other activities include transportation services and the activity of Regulatory Electricity Market in Greece. None of these activities have the
prerequisite magnitude to be presented separately.
Greece and Western Europe segment is also engaged in the production and trade of dry mortars and the Regulatory Electricity Market. North
America segment includes the production and trade of building blocks and the processing of fly ash. Finally, South Eastern Europe and Eastern
Mediterranean segments are engaged in the processing of alternative fuels.
The business activities that are common to all segments of the Group are the production and trade of cement, ready-mix concrete, aggregates and
transportation services.
Capital expenditures consist of additions of property, plant and equipment, intangible assets and investment properties.
3.Operating segment information (continued)
For the year ended 31 December 2020
For the year ended 31 December 2019
Information by business activities
Impairment charges are included in the income statement.
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(all amounts in Euro thousands)
Cement
Ready mix
concrete,
aggregates and
building blocks
Other Total
Revenue 909,318 695,756 4,704 1,609,778
(all amounts in Euro thousands)
2020 2019
Operating profit before impairment losses on goodwill 146,664 127,168
Ιmpairment losses on goodwill -46,614 -
Operating profit 100,050 127,168
Other income 100 14
Net finance costs -52,683 -63,590
Loss from foreign exchange differences
-13,216 -592
Share of profit of associates (note 15.1)
611 2,413
Share of profit/(loss) of joint ventures (note 15.2)
2,589 -1,047
Profit before taxes 37,451 64,366
i) Other operating income and expenses
(all amounts in Euro thousands)
2020 2019
Scrap sales 237 428
Compensation income - 1,580
Income from subsidies - 130
Income from services 1,375 4,123
Rental income 4,087 2,624
Gains on disposal of PPE, intangible assets and investment
property (note 29)
1,094 -
Other income 759 797
Other income total 7,552 9,682
Losses on disposals of PPE, intangible assets and investment
property (note 29)
- -804
Fair value loss from investment property (note 12) -94 -140
Restructuring cost -531 -1,801
Other expenses -860 -1,537
Other expenses total
-1,485
-4,282
ii) Other income
(all amounts in Euro thousands) 2020 2019
Income from participations and investments 100 14
Other income 100 14
3. Operating segment information (continued)
Information by business activities
Reconciliation of profit
The restructuring cost relates to voluntary retirement incentive programs in all Group operating segments.
4. Other income and expenses
Net finance costs, and other income/loss are not allocated to individual segments as the underlying instruments are managed on a Group basis.
For the year ended 31 December 2019
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(all amounts in Euro thousands) 2020 2019
Staff costs and related expenses (note 7) -312,056 -318,227
Raw materials and consumables used -421,729 -402,749
Energy cost -204,269 -243,498
Changes in inventory of finished goods and work in progress -12,096 1,057
Distribution expenses -178,932 -179,135
Third party fees -129,896 -133,791
Depreciation, amortization and impairment of tangible, intangible assets and government grants
(note 11,14,27)
-139,567 -139,965
Other expenses -65,906 -70,035
Total expenses by nature -1,464,451 -1,486,343
Included in:
Cost of sales -1,297,550 -1,315,866
Administrative expenses -142,660 -145,188
Selling and marketing expenses -24,241 -25,289
-1,464,451 -1,486,343
(all amounts in Euro thousands) 2020 2019
i) Finance income
Interest income and related income 636 1,696
Finance income 636 1,696
ii) Finance expenses
Interest expense and related expenses -46,222 -57,163
Finance costs of actuarial studies (note 25) -308 -516
Unwinding of discount of rehabilitation and other provisions (note 26)
-730 -664
Interest expense on lease liabilities -2,811 -2,996
Fair value losses on derivatives -3,248 -3,947
Finance expense -53,319 -65,286
iii) Loss from foreign exchange differences
Net exchange (losses)/gains -46,458 11,952
Fair value gains/(losses) on derivatives 33,242 -12,544
Losses from foreign exchange differences -13,216 -592
(all amounts in Euro thousands)
2020 2019
Wages, salaries and related expenses 281,134 286,021
Social security costs 27,254 27,014
Fair value of share options granted to directors and employees (note 29)
1,720 2,094
Other post retirement and termination benefits - defined benefit plans (note 4,6,25)
2,787 5,415
Total staff costs 312,895 320,544
The average number of Group employees for the fiscal year 2020 was 5,363 (2019: 5,382).
6. Net finance costs and foreign exchange differences
7. Staff costs
5. Expenses by nature
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(all amounts in Euro thousands)
2020 2019
Current tax 10,380 7,035
Deferred tax (note 18) 23,883 2,221
Non deductible taxes and differences from tax audit 1,636 1,955
35,899 11,211
(all amounts in Euro thousands)
2020 2019
Profit before tax 37,451 64,366
Tax calculated at the domestic rates applicable to profits 11,606 11,998
Tax adjustments in respect of:
Income not subject to tax -1,182 -254
Expenses not deductible for tax purposes 7,727 3,095
Effect of change in Greek tax rate - 592
Utilization of prior years unrecognized losses -15 -682
Effect of unrecognized deferred tax asset on tax carry forward losses 5,148 -
Effect of de-recognition of net operating loss carryforwards 12,198 -
Tax incentives -3,374 -3,527
Base Erosion and Anti-Abuse Tax 1,757 1,584
Change in recognition of net operating loss carryforwards 862 -1,111
Other 1,172 -484
Effective tax charge 35,899 11,211
8. Income tax expense
On 31 December 2020, certain Group entities had tax carry forward losses of €115.5 million (2019: €235 million). These entities have recognized
deferred tax assets amounting to €21.8 million (2019: €60.1 million), attributable to losses amounting to €86.2 million (2019: €230.7 million), as these
deferred tax assets will be recoverable using the estimated future taxable income based on approved business plans (note 18).
The tax on Group profit differs from the amount that would arise had the Group companies used the nominal tax rate of the country in which they
operate as follows:
Deferred tax assets are recognized for the carryforwards of unused tax losses to the extent that it is probable that future taxable profit will be
available against which the losses can be utilized. The calculation of the tax carry-forward receivable to be recognized requires management
judgment in assessing future profitability and recoverability (note 2.3).
The Group's subsidiary in USA, Titan America LLC on 31.12.2020 has a deferred tax balance of €6.1 million (2019: €29.6 million), after the utilization of
net operating loss carryforwards of €79.9 million. The remaining net operating loss carryforwards of €15.3 million which expires in the years 2034 -
2036 is expected to be utilised within 2021.
At the end of 2020, management revised the business plans of two Egyptian subsidiaries, Alexandria Portland Cement Co. S.A.E and Beni Suef
Cement Co.S.A.E.. Following its revision, it adjusted the deferred tax asset on tax losses by the amount of €12.2 million, since the future taxable
profits may be not sufficient to recover the total amount of the tax losses.
For the remaining
€29.3 million tax carry forward losses, no deferred tax asset has been recognized, since they did not meet the recognition criteria
according to IAS 12 and may be carried forward indefinitely.
TITAN Cement Group
Integrated Annual Report 2020
148
(all amounts in Euro thousands unless otherwise stated)
2020 2019
Net profit for the year attributable to equity holders of the parent
1,518 50,905
Weighted average number of ordinary shares in issue 77,133,713 78,902,574
Basic earnings per ordinary share (in € ) 0.0197 0.6452
(all amounts in Euro thousands unless otherwise stated)
2020 2019
Net profit for the year attributable to equity holders of the parent
1,518 50,905
Weighted average number of ordinary shares for diluted earnings per share
77,133,713 78,902,574
Share options and awards 256,516 827,404
Total weighted average number of shares in issue for diluted earnings per share
77,390,229 79,729,978
Diluted earnings per ordinary share (in €) 0.0196 0.6385
Following the authorization granted to the Board of Directors by the aforementioned Extraordinary Meeting, the Board of Directors of Titan
Cement International SA had decided the return of capital of €0.20 (20 cents) per share to all the Shareholders of the Company on record on 14 May
2020.
9.Earnings per share
10. Dividends and return of capital
For the year ended 31.12.2019
Following the authorization granted to the Board of Directors by the Extraordinary Meeting of the company’s Shareholders on the 13th of May 2019,
the Board of Directors of Titan Cement International SA decided on the 22nd of March 2021 the return of capital of €0.40 (40 cents) per share to all
the Shareholders of the Company on record on the 29th of April 2021.
Basic earnings per share are calculated by dividing the net profit attributable to shareholders for the year by the weighted average number of
shares in issue during the year, excluding shares purchased by the Group and held as treasury shares.
The diluted earnings per share are calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all
dilutive potential ordinary shares. There is one category of dilutive potential ordinary shares: share options. For the share options, calculation is
done to determine the number of shares that could have been acquired at fair value (determined as the average annual market price of the
Company's shares) based on the monetary value of the subscription rights attached to outstanding share options. The number of shares calculated
as above is compared with the number of shares that would have been issued, assuming the exercise of the share options. The difference is added
to the denominator as an issue of ordinary shares for no consideration. No adjustment is made to net profit (numerator).
For the year ended 31.12.2020
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(all amounts in Euro thousands)
Land Quarries Buildings
Plant &
equipment Motor vehicles
Office furniture,
fixtures and
equipment
Assets under
construction
Total
Opening balance 246,167 137,694 214,119 874,130 62,015 12,667 88,649 1,635,441
Additions 27 4,992 362 7,128 352 614 79,679 93,154
Interest capitalization - - - - - - 389 389
Disposals (NBV) -2,089 -100 -307 -1,826 -320 -51 -112 -4,805
Reclassification of assets from/to other PPE categories 6,594 6 7,261 58,161 22,716 3,157 -97,895 -
Transfers from/to other accounts 103 - 446 973 -19 -6 -871 626
Depreciation charge (note 29) -4,210 -10,129 -12,058 -74,581 -14,662 -3,567 - -119,207
Impairment of PPE (note 29) -1,508 - - -196 -5 - -538 -2,247
Exchange differences 8,556 2,342 1,673 16,563 1,059 90 3,608 33,891
Ending balance 253,640 134,805 211,496 880,352 71,136 12,904 72,909 1,637,242
Opening balance - - - 1,073 11,378 - - 12,451
Change in accounting policy 12,744 - 16,370 19,523 4,711 180 - 53,528
Additions 705 - 4,382 -98 2,334 - - 7,323
Disposals (NBV)
- - -339 -2,404 -80 - - -2,823
Depreciation charge (note 29, 33) -1,353 - -3,621 -4,842 -4,258 -122 - -14,196
Exchange differences 242 - 384 405 169 - - 1,200
Ending balance 12,338 - 17,176 13,657 14,254 58 - 57,483
A
A
t
t
3
3
1
1
D
D
e
e
c
c
e
e
m
m
b
b
e
e
r
r
2
2
0
0
1
1
9
9
Cost 325,954 231,755 466,977 1,968,709 279,722 62,742 73,450 3,409,309
Accumulated depreciation -55,397 -96,950 -237,727 -1,068,372 -194,327 -49,768 - -1,702,541
Accumulated losses of impairment of PPE
-4,579 - -578 -6,328 -5 -12 -541 -12,043
Net book value 265,978 134,805 228,672 894,009 85,390 12,962 72,909 1,694,725
Year ended 31 December 2019
11. Property, plant and equipment
R
R
i
i
g
g
h
h
t
t
o
o
f
f
u
u
s
s
e
e
a
a
s
s
s
s
e
e
t
t
s
s
TITAN Cement Group
Integrated Annual Report 2020
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11. Property, plant and equipment (continued)
(all amounts in Euro thousands)
Land Quarries Buildings
Plant &
equipment Motor vehicles
Office furniture,
fixtures and
equipment
Assets under
construction
Total
Opening balance 253,640 134,805 211,496 880,352 71,136 12,904 72,909 1,637,242
Additions 41 1,747 309 3,402 227 668 56,071 62,465
Provisions for restoration 191 826 98 6,680 - - -432 7,363
Additions due to acquisition - - 133 29 - - - 162
Interest capitalization - - - - - - 1,008 1,008
Disposals (NBV) -793 - -123 -108 -72 -31 - -1,127
Reclassification of assets from/to other PPE categories 784 338 5,674 39,306 3,329 2,361 -51,590 202
Transfers from/to other accounts 13 - 45 -206 -31 -146 515 190
Depreciation charge (note 29) -3,789 -9,911 -11,774 -74,363 -14,603 -4,267 - -118,707
Impairment of PPE (note 29) -944 - -42 -6 - - - -992
Exchange differences -16,422 -9,099 -14,890 -58,814 -4,514 -359 -6,498 -110,596
Ending balance 232,721 118,706 190,926 796,272 55,472 11,130 71,983 1,477,210
Opening balance 12,338 - 17,176 13,657 14,254 58 - 57,483
Additions 2,294 - 6,487 3,515 2,026 - - 14,322
Disposals (NBV) - - 1 -790 -100 - - -889
Reclassification of assets from ROU's to PPE - - - -75 -127 - - -202
Depreciation charge (note 29, 33) -1,472 - -4,493 -4,319 -4,554 -36 - -14,874
Exchange differences -1,125 - -955 -915 -812 - - -3,807
Ending balance 12,035 - 18,216 11,073 10,687 22 - 52,033
At 31 December 2020
Cost 305,220 217,785 452,991 1,897,048 260,036 62,441 72,478 3,267,999
Accumulated depreciation -55,200 -99,079 -242,910 -1,083,204 -193,873 -51,277 - -1,725,543
Accumulated losses of impairment of PPE
-5,264 - -939 -6,499 -4 -12 -495
-13,213
Net book value 244,756 118,706 209,142 807,345 66,159 11,152 71,983 1,529,243
Year ended 31 December 2020
Right of use assets
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(all amounts in Euro thousands)
2020 2019
Opening balance 11,628 12,202
Net loss from measurement at fair value (note 4) -94 -140
Transfer from own-used property after revaluation 256 172
Transfer to property, plant and equipment -58 -575
Exchange differences -12 -31
Ending balance
11,720 11,628
(all amounts in Euro thousands) 2020 2019
Rental income derived from investment property
428 366
Direct operating expenses (including repair and maintenance) that did not generate rental
income
-63 -15
Net profit arising from investment properties carried at fair value
-94 -140
(all amounts in Euro thousands) 2020 2019
Within one year 467 424
Between 1 and 2 years 408 352
Between 2 and 3 years 313 344
Between 3 and 4 years 242 299
Between 4 and 5 years 153 168
Later than five years 544 609
2,127 2,197
12. Investment property
Property that is leased among Group subsidiaries is not included in investment property but in property, plant and equipment in the Group
statement of financial position. Investment property is measured at fair value by external, independent, certified valuators, members of the
institute of the certified valuators and certified from the European Group of Valuers' Associations (TEGoVA) & RICS (Royal Institution of Chartered
Surveyors).
Investment property is measured at fair value on a yearly basis. The fair value measurement of the investment property of the Group has been
mainly conducted in accordance with the comparative method or the current market values of similar properties. The main factors that were taken
into consideration, are the property location, the surface area, the local urban planning, the bordering road networks, the regional infrastructure, the
property maintenance status and merchantability, the technical construction standards in the case of buildings and the impact of environmental
issues if any.
The investment properties are leased to tenants under operating leases with rentals payable monthly, quartetly or yearly. Lease payments for some
contracts include Consumer Price Index (CPI) increases, but there are no other variable lease payments that depend on an index or rate.
Minimum lease payments receivable on leases of investment properties are as follows:
11. Property, plant and equipment (continued)
On the Turkish subsidiaries Adocim Cimento Beton Sanayi ve Ticaret A.S. and Adocim Marmara Cimento Beton Sanayi ve Ticaret A.S. assets, there
are mortgages of €33.6 million and €4.6 million respectively, securing bank credit facilities. As at 31.12.2020, utilization under these credit facilities
amounted to €4.1 million and nil respectively.
In 2019, the Group recorded impairment losses of €2,247 thousand, that were presented in the cost of sales in the consolidated income statement.
Specifically, the amount of €1,508 thousand was recorded for a plot of land in Bulgaria. On 31.12.2019, its recoverable amount was estimated to be
€1,465 thousand. Moreover, an impairment loss of €538 thousand was recognised for an asset under construction in North America with zero
recoverable amount at the end of 2019. Finally, the amount of €200 thousand impairment was recorded in Greece for two machineries, whose
recoverable values were estimated to zero.
Disposal of assets
During 2020, the Group received €3,110 thousand (2019: €6,824 thousand) from the disposal of tangible assets with total net book value of €2,016
thousand (2019: €7,628 thousand). Thus, the Group recognized €1,094 thousand gains (2019: €804 thousand losses) on disposal of PPE in the
consolidated income statement (note 4).
Impairments of property, plant and equipment
In 2020, the Group recorded impairment losses of €992 thousand, that were presented in the cost of sales in the consolidated income statement.
Specifically, the amount of €944 thousand was recorded for a plot of land, €42 thousand for buildings and €6 thousand for machineries in Bulgaria.
On 31.12.2020, their recoverable amount was estimated to be €1,516 thousand.
Property, plant and equipment pledged as security
TITAN Cement Group
Integrated Annual Report 2020
152
(all amounts in Euro thousands)
Initial goodwill Goodwill impairment Total goodwill
Balance at 1 January 2019 356,187 -17,787 338,400
Exchange differences 6,164 -41 6,123
Balance at 31 December 2019 362,351 -17,828 344,523
Balance at 1 January 2020 362,351 -17,828 344,523
Additions due to acquisition 6 - 6
Impairment (note 29) - -46,614 -46,614
Exchange differences -29,705 -197 -29,902
Balance at 31 December 2020 332,652 -64,639 268,013
Key assumptions
Sales volumes:
13. Goodwill
Impairment testing of goodwill
Terminal value and Perpetual growth rates:
Terminal value cash flows are based on the long-term growth expectations for the industry in the country of operation. It is calculated based sales
volumes, capacity utilization, EBITDA margin and sustainable CAPEX in order to reflect sustainable cash flows in perpetuity. Perpetuity Growth rates
are in line with the nominal economic growth. Rates are reasonably compared to long-term inflation expectations, adjusted for per capita
consumption expectations and capacity utilization. Input that have been taken into consideration are estimates from international agencies’ or
banks’ forecasts.
Group cash-generating-units (CGUs) are defined generally as a country or group area on the basis of the sales and management structure. The
recoverable amount of all CGUs has been determined based on value-in-use calculations. These calculations use post-tax cash flow projections
based on financial budgets approved by management covering generally a five-year period. In specific circumstances, when recent results of a CGU
do not reflect historical performance and most external economic variables provide confidence that a reasonably determinable improvement is
expected in the mid-term, management uses cash flow projections over a period up to 10 years, to reflect sufficiently the cyclical nature of the
industry.
The calculation of value-in-use for the Group's evaluated CGUs is most sensitive to the following assumptions:
Price assumptions are provided by local management and reflect its best estimates. Factors that have been taken into consideration are: historical
trends, inflation, brand loyalty, growth rate of the regional economy, competition, production cost increases, etc.
Volume assumptions are provided by local management and reflect its best estimates taking into consideration: past performance, local market
growth estimates, infrastructure projects, etc. Sales volume growth rates are also based on published industry research and take into account
demographic trends including population growth, household formation, and economic output (among other factors) in the countries where the
Group operates.
Selling prices:
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(all amounts in Euro thousands)
Carrying amount of
goodwill Perpetual Growth rates Discount rates
North America 178,246 2%-3% 3.8%-5.1%
Bulgaria 45,440 1.3% 3%
Egypt - 7.3% 17.60%
Turkey 27,238 9.5% 15.9%
Other 17,089 0.8%-2.4% 2.2%-6.9%
Total 268,013
(all amounts in Euro thousands)
Carrying amount of
goodwill Perpetual Growth rates Discount rates
North America 194,694 2% - 3% 4.50%
Bulgaria 45,440 1% 2.50%
Egypt 50,149 8% 17.50%
Turkey 37,135 9.50% 16%
Other 17,105 1%- 3.5% 3% - 7.2%
Total 344,523
13. Goodwill (continued)
On 31.12.2020, the Group analyzed the sensitivities of the recoverable amounts to the reasonably change in key assumptions. For Goodwill allocated
to North America which accounts for more than 50% of the Group's goodwill, there was significant headroom and no reasonably possible change in
assumptions would lead to impairment. With respect to Turkey additional sensitivity have been performed in order to assess the changes in the
perpetuity growth rate or in the operational plan as the basis for cash flow estimates or the discount rate, which would cause the carrying amount
to be equal to the recoverable amount.
• Reduction of perpetuity growth rate by: 3.8%
• Increase in the Discount rate by: 1.85%
• Decrease in the operating results (EBITDA) for each year of planning as well as in the terminal value of around 6%
For the remaining CGUs the sensitivity analysis did not show a situation in which the carrying value of the CGU would exceed their recoverable
amount.
Key assumptions used for value in use calculations in respect of goodwill 2019
Sensitivity of recoverable amounts
Discount rates:
Discount rates are according to post tax weighted average cost of capital (WACC) for each CGUs, deriving from Group’s current market risk
assessment, applicable local tax rates and local currency risk free rates.
Key assumptions used for value in use calculations in respect of goodwill 2020
In Egypt, pre-existing structural market limitations were further exacerbated by the government’s imposition of a six-month suspension of
residential construction permits. As a result, the market remained subdued for most of the year with cement consumption declining by about 6.5%
versus 2019. Due to the oversupply in the market, prices remained stagnant at low levels leading to negative results. Τhe prevailing challenges in the
Egyptian market and the continuing loss making results led to a reassessment of the Group's profitability prospects in Egypt. On 31.12.2020, the
Group initially estimated the recoverable amount of the CGU at €392 million, but after stressing the assumptions of the valuation model, the
resulting value for the CGU was lower at €304 million. As a result of this, it was decided to write off the €46.6 million of the total goodwill of the
Egyptian operations. No class of asset other than goodwill was impaired. In 2019, no goodwill impairment charge was recognized. Impairment losses
on goodwill are charged to the income statement.
TITAN Cement Group
Integrated Annual Report 2020
154
14. Intangible assets
(all amounts in Euro thousands)
Licences Trademarks
Customer
relationships
Computer
software
Other intangible
assets
Assets under
construction Total
Balance at 1 January 2019 27,945 16,411 6,707 1,443 4,258 10,057 66,821
Additions 9,640 - - 75 86 8,346 18,147
Reclassification of assets from/to other intangible assets categories - - - 15 101 -116 -
Transfers from other accounts - - - 15 111 1,058 1,184
Amortization charge (note 29) -1,069 -885 -1,656 -349 -576 - -4,535
Exchange differences 1,992 597 740 20 182 22 3,553
Balance at 31 December 2019 38,508 16,123 5,791 1,219 4,162 19,367 85,170
Balance at 1 January 2020 38,508 16,123 5,791 1,219 4,162 19,367 85,170
Additions 72 - - 63 137 7,237 7,509
Additions due to acquisition
---- 5 - 5
Reclassification of assets from/to other intangible assets categories - - - 2,950 111 -3,061 -
Transfers from other accounts - - - 260 -2 -190 68
Amortization charge (note 29)
-1,112 -916 -1,710 -918 -544 - -5,200
Exchange differences
-1,597 -1,162 -283 -15 -128 -88 -3,273
Balance at 31 December 2020 35,871 14,045 3,798 3,559 3,741 23,265 84,279
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15.1 Investment in associates
(all amounts in Euro thousands)
2020 2019
Summarized statement of financial position as at 31 December
Non-current assets 26,617 33,980
Current assets 7,087 8,615
Total assets
33,704 42,595
Non-current liabilities 1,879 2,318
Current liabilities 7,198 8,268
Total liabilities
9,077 10,586
Equity 24,627 32,009
Group's carrying amount of the investment 7,422 8,860
Summarized income statement and statement of comprehensive income for the year ended 31 December
Revenue
20,306 27,094
Profit after taxes 1,049 6,172
Other comprehensive losses for the year -30 -57
Total comprehensive income for the year net of tax
1,019 6,115
Reconciliation of summarized financial information
Carrying amount of the investment as at 1st of January
8,860 9,432
Profit for the year 611 2,413
Other comprehensive losses for the year -15 -28
Share capital increase 355 312
Dividends received -2,348 -3,321
Foreign exchange differences -41 52
Carrying amount of the investment as at 31st of December
7,422 8,860
15. Investments in associates, joint ventures and subsidiaries
Based on their contribution in its profit before taxes, the Group decided that each one of the aforementioned associates is individually immaterial
and thus it discloses in aggregate its interests in these associates as follows:
None of the aforementioned companies is listed on a public exchange market.
The Group financial statements incorporate the following companies with the equity method of consolidation:
a) Karierni Materiali Plovdiv AD with ownership percentage 48.711% (31.12.2019: 48.711%), Karierni Materiali AD with ownership percentage 48.764%
(31.12.2019: 48.764%). The aforementioned companies are based in Bulgaria and operate in the aggregates business.
b) Ecorecovery S.A. with ownership percentage 48% (31.12.2019: 48%). Ecorecovery is based in Greece and it processes, manages and trades solid
waste for the production of alternative fuels.
c) ASH Venture LLC with ownership percentage 33% (31.12.2019: 33%) which beneficiates, markets and sells fly ash. ASH Venture LLC is based in USA.
TITAN Cement Group
Integrated Annual Report 2020
156
15.2 Investment in joint ventures
(all amounts in Euro thousands)
2020 2019
Summarized statement of financial position as at 31 December
Non-current assets 126,497 185,310
Other current assets 34,130 34,283
Cash and cash equivalents 10,866 1,336
Total assets 171,493 220,929
Long-term borrowings 52,461 85,804
Other non-current liabilities 701 987
Short-term borrowings 40,653 34,998
Other current liabilities 19,477 24,985
Total liabilities 113,292 146,774
Equity 58,201 74,155
1.1 - 31.12.2020 1.1 - 31.12.2019
Summarized income statement and statement of comprehensive income
Revenue 70,727 77,772
Depreciation, amortization and impairments of assets -8,548 -10,561
Finance income 779 2,926
Finance expense -8,319 -10,872
Income tax - 739
Profit/(loss) after taxes 5,176 -2,095
Total comprehensive profit/(loss) for the year net of tax 5,176 -2,095
Earnings before interest, taxes, depreciation, amortization and impairment (EBITDA)
1
1
9
9
,
,
4
4
0
0
9
9
1
1
3
3
,
,
8
8
0
0
5
5
2020 2019
Reconciliation of summarized financial information
Carrying amount of the investment as at 1st of January 104,998 108,135
Profit/(loss) for the year 2,589 -1,047
Foreign exchange differences -29,399 -2,090
Carrying amount of the investment as at 31st of December
78,188 104,998
15.Investments in associates, joint ventures and subsidiaries (continued)
Summarised financial information of the joint ventures, based on their IFRS financial statements, and reconciliation with carrying amount of the
investment in consolidated financial statements are set out below:
None of the aforementioned companies is listed on a public exchange market.
* Consolidated figures before elimination with the broader Group
Companhia Industrial De Cimento
Apodi - Consolidated *
On 31 December 2020, the Group incorporated in its financial statements the following joint ventures with the equity method of consolidation.
a) Companhia Industrial De Cimento Apodi with ownership percentage 50% (31.12.2019: 50%). Apodi is based in Brazil and operates in the production
of cement.
b) Apodi Distribuição e Logistica Ltda with ownership percentage 50% (31.12.2019: 50%). The Apodi Distribuição e Logistica Ltda is a trading company
based in Brazil.
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(all amounts in Euro thousands)
2020 2019
Summarized statement of financial position as at 31 December
Non-current assets 97,229 135,558
Current assets 19,076 19,978
Total assets 116,305 155,536
Non-current liabilities
17,266 25,324
Current liabilities
22,471 22,802
Total liabilities 39,737 48,126
Equity 76,568 107,410
Attributable to:
Equity holders of the parent
5
5
7
7
,
,
4
4
2
2
6
6
8
8
0
0
,
,
5
5
5
5
7
7
Non-controlling interests
1
1
9
9
,
,
1
1
4
4
2
2
2
2
6
6
,
,
8
8
5
5
3
3
1.1 - 31.12.2020 1.1 - 31.12.2019
Summarized income statement and statement of comprehensive income
Revenue 40,984 23,532
Loss after taxes -4,594 -7,589
Other comprehensive losses for the year
-27,742 -10,606
Total comprehensive losses for the year net of tax -32,336 -18,195
Total comprehensive losses attributable to non-controlling interests
-8,084 -4,549
Summarized cash flow information
Cash flows from operating activities 842 4,536
Cash flows from investing activities -1,457 -2,013
Cash flows from financing activities
-105
-733
Net (decrease)/increase in cash and cash equivalents -720 1,790
Cash and cash equivalents at beginning of the period
1,952 191
Effects of exchange rate changes -358 -29
Cash and cash equivalents at end of the year 874 1,952
15. Investments in associates, joint ventures and subsidiaries (continued)
15.3 Subsidiaries with significant percentage of non-controlling interests
* Consolidated figures before elimination with the broader Group
The following table summarizes the financial information of subsidiary Adocim Cimento Beton Sanayi ve Ticaret A.S. in which the non-controlling
interests held significant portion (note 16).
On 31.12.2020, the Group non-controlling interest was €24.0 million of which €19.1 million derived from Adocim Cimento Beton Sanayi ve Ticaret
A.S., €0.6 million from Alexandria Portland Cement Co. S.A.E., €3.0 million from Usje Cementarnica AD and €1.1 million from Cement Plus LTD.
Non-controlling interest on 31.12.2019 was €34.6 million of which €26.9 million derived from Adocim Cimento Beton Sanayi ve Ticaret A.S., €2.7
million from Alexandria Portland Cement Co. S.A.E., €3.8 million from Usje Cementarnica AD and €1.2 million from Cement Plus LTD.
Adocim Cimento Beton Sanayi ve Ticaret
A.S.*
TITAN Cement Group
Integrated Annual Report 2020
158
16. Principal subsidiaries, associates and joint ventures
Subsidiary, associate and joint venture name
Country of
incorporation Nature of business Direct Indirect Direct Indirect
Full consolidation method
Titan Cement International S.A. Belgium
Investment holding company
Τitan Cement Company S.A Greece
Cement producer
100.000 - 100.000
Aitolika Quarries S.A. Greece
Quarries & aggregates
- 63.723 - 63.723
Albacem S.A. Greece
Trading company
- 100.000 - 100.000
Interbeton Construction Materials S.A. Greece
Ready mix & aggregates
- 100.000 - 100.000
Intertitan Trading International S.A. Greece
Trading company
- 100.000 - 100.000
Gournon Quarries S.A. Greece
Quarries & aggregates
- 100.000 - 100.000
Quarries of Tagaradon Community S.A. Greece
Quarries & aggregates
- 67.587 - 67.587
Vahou Quarries S.A. Greece
Quarries & aggregates
- 100.000 - 100.000
Sigma Beton S.A. Greece
Quarries & aggregates
- 100.000 - 100.000
Titan Atlantic Cement Industrial &
Commercial S.A. Greece
Investment holding company
- 100.000 - 100.000
Titan Cement International Trading S.A. Greece
Trading company
- 100.000 - 100.000
Brazcem Participacoes S.A. Brazil Investment holding company - 100.000 - 100.000
Double W & Co OOD Bulgaria
Port
- 99.989 - 99.989
Granitoid AD Bulgaria
Trading company
- 99.760 - 99.760
Gravel & Sand PIT AD Bulgaria
Quarries & aggregates
- 99.989 - 99.989
Trojan Cem EOOD (1) Bulgaria
Trading company
- 95.000 - 94.959
Zlatna Panega Cement AD Bulgaria
Cement producer
- 99.989 - 99.989
Green Alternative Energy Assets EAD Bulgaria
Alternative fuels
- 100.000 - 100.000
Cementi ANTEA SRL Italy
Trading company
- 100.000 - 100.000
Cementi Crotone S.R.L. Italy
Import & distribution of Cement
- 100.000 - 100.000
Fintitan SRL Italy
Import & distribution of cement
- 100.000 - 100.000
Separation Technologies Canada Ltd
Canada
Processing of fly ash
- 100.000 - 100.000
Alvacim Ltd Cyprus Investment holding company - 100.000 - 100.000
East Cement Trade Ltd Cyprus Investment holding company - 100.000 - 100.000
Feronia Holding Ltd Cyprus Investment holding company - 100.000 - 100.000
Iapetos Ltd Cyprus Investment holding company - 100.000 - 100.000
KOCEM Limited Cyprus Investment holding company - 100.000 - 100.000
Themis Holdings Ltd Cyprus Investment holding company - 100.000 - 100.000
Titan Cement Cyprus Limited Cyprus Investment holding company - 100.000 - 100.000
Tithys Holdings Limited (2) Cyprus Investment holding company 100.000 - - -
Alexandria Portland Cement Co. S.A.E (1) Egypt
Cement producer
- 99.601 - 98.724
Beni Suef Cement Co.S.A.E. (1) Egypt
Cement producer
- 99.602 - 98.724
GAEA -Green Alternative Energy Assets (1) Egypt
Alternative fuels
- 99.992 - 99.975
Titan Beton & Aggregate Egypt LLC (1) Egypt
Quarries & aggregates
- 99.608 - 98.760
Sharr Beteiligungs GmbH Germany Investment holding company - 100.000 - 100.000
Arresa Marine Co Marshall Islands
Shipping
- 100.000 - 100.000
Adocim Marmara Cimento Beton Sanayi ve
Ticaret A.S. Turkey
Processing and trading of
cement - 100.000 - 100.000
Adocim Cimento Beton Sanayi ve Ticaret A.S.
Turkey Cement producer
- 75.000 - 75.000
Titan Cement U.K. Ltd U.K.
Import & distribution of cement
- 100.000 - 100.000
Titan Global Finance PLC U.K. Financial services 100.000 - - 100.000
Alexandria Development Co.Ltd
U.K.
Investment holding company - 100.000 - 100.000
Titan Egyptian Inv. Ltd
U.K.
Investment holding company - 100.000 - 100.000
Carolinas Cement Company LLC
U.S.A.
Own/develop real estate - 100.000 - 100.000
Essex Cement Co. LLC U.S.A.
Trading company
- 100.000 - 100.000
Markfield America LLC U.S.A.
Insurance company
- 100.000 - 100.000
Massey Sand and Rock Co U.S.A.
Quarries & aggregates
- 100.000 - 100.000
Mechanicsville Concrete LLC U.S.A.
Ready mix
- 100.000 - 100.000
Metro Redi-Mix LLC U.S.A.
Ready mix
- 100.000 - 100.000
Miami Valley Ready Mix of Florida LLC
U.S.A.
Ready mix -
100.000
- 100.000
2020 2019
% of investment (*) % of investment (*)
Parent company Parent company
Financial
review
Management
Report
159
16. Principal subsidiaries, associates and joint ventures (continued)
Subsidiary, associate and joint venture name
Country of
incorporation Nature of business Direct Indirect Direct Indirect
Full consolidation method
Pennsuco Cement Co. LLC U.S.A. Cement producer - 100.000 - 100.000
Norfapeake Terminal LLC U.S.A. Trading company - 100.000 - 100.000
Roanoke Cement Co. LLC U.S.A. Cement producer - 100.000 - 100.000
S&W Ready Mix Concrete Co. Inc. U.S.A. Ready mix - 100.000 - 100.000
S&W Ready Mix LLC U.S.A. Ready mix - 100.000 - 100.000
Separation Technologies LLC U.S.A. Processing of fly ash - 100.000 - 100.000
Standard Concrete LLC U.S.A. Trading company - 100.000 - 100.000
ST Mid-Atlantic LLC U.S.A. Processing of fly ash - 100.000 - 100.000
ST Equipment & Technology LLC
U.S.A.
Sales of fly ash processing
equipment - 100.000 - 100.000
ST Equipment & Technology Trading Company LLC
U.S.A. Trading company - 100.000 - 100.000
Summit Ready-Mix LLC U.S.A. Ready mix - 100.000 - 100.000
Titan Florida LLC U.S.A. Cement producer - 100.000 - 100.000
Titan Mid-Atlantic Aggregates LLC U.S.A. Quarries & aggregates - 100.000 - 100.000
Titan Virginia Ready Mix LLC U.S.A. Ready mix - 100.000 - 100.000
Τitan Αmerica LLC U.S.A. Investment holding company - 100.000 - 100.000
Trusa Realty LLC U.S.A. Real estate brokerage - 100.000 - 100.000
Cementara Kosjeric AD Serbia Cement producer - 100.000 - 100.000
Stari Silo Company DOO Serbia Trading company - 100.000 - 100.000
TCK Montenegro DOO Montenegro Trading company - 100.000 - 100.000
Esha Material DOOEL
North Macedonia Quarries & aggregates
-
100.000
- 100.000
GAEA Zelena Alternative Enerjia DOOEL
North Macedonia Alternative fuels
-
100.000
- 100.000
ID Kompani DOOEL (2)
North Macedonia Trading company
-
95.002
--
MILLCO-PCM DOOEL
North Macedonia
Renting and leasing of machines,
equipment and material goods
-
100.000
- 100.000
Opalit DOOEL (2)
North Macedonia Quarries & aggregates
-
95.002
--
Rudmak DOOEL
North Macedonia Trading company
-
100.000
- 100.000
Usje Cementarnica AD (1)
North Macedonia Cement producer
-
95.000
- 94.959
Vesa DOOL
North Macedonia Trading company
-
100.000
- 100.000
Cement Plus LTD Kosovo Trading company - 64.999 - 64.999
Esha Material LLC Kosovo Quarries & aggregates - 100.000 - 100.000
Kosovo Construction Materials L.L.C.
Kosovo Quarries & aggregates
-
100.000
- 100.000
Sharrcem SH.P.K. Kosovo Cement producer - 100.000 - 100.000
Alba Cemento Italia, SHPK Albania Trading company - 100.000 - 100.000
Antea Cement SHA Albania Cement producer - 100.000 - 100.000
GAEA Enerjia Alternative e Gjelber Sh.p.k.
Albania Alternative fuels
-
100.000
- 100.000
Aeas Netherlands B.V. (3)
Holland Investment holding company
-
-
- 100.000
Colombus Properties B.V.
Holland Investment holding company
-
100.000
- 100.000
Salentijn Properties1 B.V.
Holland Investment holding company
-
100.000
- 100.000
Titan Cement Netherlands BV Holland
Investment holding company
- 100.000 - 100.000
Equity consolidation method
Companhia Industrial De Cimento Apodi S.A.
Brazil Cement producer - 50.000 - 50.000
Apodi Concretos Ltda Brazil Ready mix
- 50.000 - 50.000
Apodi Distribuição e Logistica Ltda Brazil Trading company
- 50.000 - 50.000
ASH Venture LLC U.S.A. Processing of fly ash
- 33.000 - 33.000
Ecorecovery S.A. Greece
Engineering design services for
solid and liquid waste facilities - 48.000 - 48.000
Nordeco S.A. (3) Greece
Engineering design services for
solid and liquid waste facilities - - - 47.464
Karierni Materiali Plovdiv AD
Bulgaria Quarries & aggregates
- 48.711 - 48.711
Karierni Materiali AD
Bulgaria Quarries & aggregates
- 48.764 - 48.764
(*) Percentage of investment represents both percentage of shareholding and percentage of control
2020 2019
% of investment (*) % of investment (*)
TITAN Cement Group
Integrated Annual Report 2020
160
(all amounts in Euro thousands) 2020 2019
Utility deposits 2,759 2,842
Excess benefit plan assets (note 25) 2,572 3,826
Other non-current assets 11,626 8,768
16,957 15,436
(all amounts in Euro thousands) 2020 2019
Deferred tax assets to be recovered:
after more than 12 months -91,911 -121,618
within 12 months -13,244 -11,977
Deferred tax liabilities to be used:
after more than 12 months 174,069 189,496
within 12 months 17,963 26,479
Deferred tax liability (net)
86,877 82,380
(all amounts in Euro thousands) 2020 2019
Opening balance, net deferred liability 82,380 85,699
Income statement charge (note 8) 23,883 2,221
Change in accounting policy - -1,454
Tax charged to equity through other comprehensive income -1,482 2,156
Tax charged to equity -5,294 -6,256
Deferred tax adjustment due to change in income tax rates -1,489 -
Exchange differences -11,121 14
Ending balance, net deferred liability 86,877 82,380
The movement in the deferred income tax account after set-offs is as follows:
Deferred income taxes are calculated in full on temporary differences under the liability method using the principal tax rates that apply to the
countries in which the companies of the Group operate.
17. Other non-current assets
18. Deferred income taxes
16. Principal subsidiaries, associates and joint ventures (continued)
3) On 31 March 2020, the Group's subsidiary in Greece, Nordeco S.A., merged with Ecorecovery S.A. and on 1 September 2020, the hodling company,
Aeas Netherlands B.V., merged with Titan Cement Netherlands B.V..
Moreover, on 2 October 2020, the Titan Cement International S.A. acquired the company Tithys Holdings Limited with a consideration transferred of
€4 thousand. The aforementioned company was incorporated in the consolidated financial statements with the full method of consolidation.
2) On 4 November 2020, the Group's subsidiary in North Macedonia, Usje Cementarnica A.D., acquired the company ID Kompani DOOEL and its
subsidiary Opalit DOOEL, with a consideration transferred of €350 thousand and a recognition of nil goodwill. Both companies are based in North
Macedonia and their main activities are the operation of quarry and the production of aggregates. The new subsidiaries were incorporated in the
consolidated financial statements with the full method from the date of acquisition.
Significant Group structure changes
1) Change in percentage ownership
Financial
review
Management
Report
161
(all amounts in Euro thousands) 2020 2019
Analysis of deferred tax liabilities (before set - offs)
Property, plant and equipment 131,322 150,046
Mineral deposits 17,223 20,127
Intangible assets 38,952 38,292
Unrealized foreign exchange differences 2,596 5,694
Investments - 157
Receivables and prepayments 351 351
Trade and other payables - 9
Prepaid expenses 1,468 1,113
Other 120 186
192,032 215,975
Analysis of deferred tax assets (before set - offs)
Intangible assets -78 -290
Investments & other non-current receivables -1,068 -3,215
Treasury Shares -11,550 -6,256
Unrealized foreign exchange differences -13,442 -9,051
Inventories -3,029 -1,578
Post-employment and termination benefits -7,480 -7,922
Receivables and prepayments -6,155 -7,222
Tax losses carried forward (note 8) -21,782 -60,086
Interest expense tax carried forward -3,769 -3,914
Deferred income -930 -681
Long-term debt/lease obligations -10,675 -12,896
Provisions and accrued expenses -23,509 -18,644
Trade and other payables -87 -107
Other -1,601 -1,733
-105,155 -133,595
Net deferred tax liability 86,877 82,380
Deferred tax assets (after set - offs) 15,201 13,939
Deferred tax liabilities (after set - offs) 102,078 96,319
Net deferred tax liability 86,877 82,380
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax
liabilities and when the deferred income taxes relate to the same fiscal authority.
18. Deferred income taxes (continued)
TITAN Cement Group
Integrated Annual Report 2020
162
(all amounts in Euro thousands)
January 1, 2020 Credit to equity
Deferred tax adjustment
due to change in income
tax rates
Debit/(Credit) to
net profit
Debit/(Credit) to
equity through
statement OCI
Exchange
differences
December 31,
2020
Deferred tax liabilities (before set - offs)
Property, plant and equipment
150,046 - -1,489 -3,576 - -13,659 131,322
Mineral deposits
20,127 - - -1,292 - -1,612 17,223
Intangible assets
38,292 - - 3,809 - -3,149 38,952
Unrealized foreign exchange differences
5,694 - - -2,851 - -247 2,596
Investments
157 - - -154 - -3 -
Receivables and prepayments
351 - - - - - 351
Trade and other payables
9- --9---
Prepaid expenses
1,113 - - 481 - -126 1,468
Other
186 - - -22 - -44 120
215,975 - -1,489 -3,614 - -18,840 192,032
Deferred tax assets (before set - offs)
Intangible assets
-290 - - 208 - 4 -78
Investments & other non-current receivables -3,215 - - 2,142 - 5 -1,068
Treasury Shares
-6,256 -5,294 - - - - -11,550
Unrealized foreign exchange differences
-9,051 - - -4,240 -1,151 1,000 -13,442
Inventories
-1,578 - - -1,560 - 109 -3,029
Post-employment and termination benefits -7,922 - - 630 -331 143 -7,480
Receivables and prepayments
-7,222 - - 867 - 200 -6,155
Tax losses carried forward (note 8)
-60,086 - - 34,648 - 3,656 -21,782
Interest expense tax carried forward
-3,914 - - 145 - - -3,769
Deferred income
-681 - - -329 - 80 -930
Long-term debt/lease obligations
-12,896 - - 1,253 - 968 -10,675
Provisions and accrued expenses
-18,644 - - -6,442 - 1,577 -23,509
Trade and other payables
-107 - - 19 - 1 -87
Other
-1,733 - - 156 - -24 -1,601
-133,595 -5,294 - 27,497 -1,482 7,719 -105,155
Net deferred tax liability 82,380 -5,294 -1,489 23,883 -1,482 -11,121 86,877
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred income taxes relate
to the same fiscal authority.
The movement in deferred tax assets and liabilities (prior to offsetting balances within the same tax jurisdiction) during the year is as follows:
18. Deferred income taxes (continued)
Financial
review
Management
Report
163
(all amounts in Euro thousands)
January 1, 2019
Change in
accounting policy
Credit to equity
Debit/(Credit) to
net profit
Debit/(Credit) to
equity through
statement OCI
Exchange
differences
December
31, 2019
Deferred tax liabilities (before set - offs)
Property, plant and equipment
145,648 -1,454 - 1,671 -35 4,216 150,046
Mineral deposits
20,723 - -976 - 380 20,127
Intangible assets
35,186 - - 2,462 - 644 38,292
Unrealized foreign exchange differences
3,262 - - -106 2,314 224 5,694
Investments
379 - - -225 - 3 157
Receivables and prepayments
351 - - - - - 351
Trade and other payables
4 - - 4 - 19
Prepaid expenses
1,044 - - 49 - 20 1,113
Other 435 - - -258 - 9 186
207,032 -1,454 - 2,621 2,279 5,497 215,975
Deferred tax assets (before set - offs)
Intangible assets
-1,782 - - 1,496 - -4 -290
Investments & other non-current receivables
-3,575 - - 360 - - -3,215
Treasury Shares
- - -6,256 - - - -6,256
Unrealized foreign exchange differences
-9,367 - - 1,482 - -1,166 -9,051
Inventories
-3,267 - - 1,713 - -24 -1,578
Post-employment and termination benefits
-7,572 - - 92 -123 -319 -7,922
Receivables and prepayments
-9,227 - - 2,006 - -1 -7,222
Tax losses carried forward (note 8)
-63,066 - - 6,092 - -3,112 -60,086
Interest expense tax carried forward
-2,328 - - -1,584 - -2 -3,914
Deferred income
-749 - - 81 - -13 -681
Long-term debt/lease obligations
-2,933 - - -9,726 - -237 -12,896
Provisions and accrued expenses
-15,795 - - -2,255 - -594 -18,644
Trade and other payables
-115 - - 8 - - -107
Other
-1,557 - - -165 - -11 -1,733
-121,333 - -6,256 -400 -123 -5,483 -133,595
Net deferred tax liability 85,699 -1,454 -6,256 2,221 2,156 14 82,380
The movement in deferred tax assets and liabilities (prior to offsetting balances within the same tax jurisdiction) during the prior year is as follows:
18. Deferred income taxes (continued)
TITAN Cement Group
Integrated Annual Report 2020
164
(all amounts in Euro thousands) 2020 2019
Inventories
Raw materials-maintenance stores 179,360 190,156
Provision for obsolete raw materials & maintenance stores
-9,639 -1,757
Finished goods 81,293 97,901
Provision for obsolete finished goods -2,428 -2,781
248,586 283,519
Analysis of provision for impairment of inventories
Balance at 1 January
4,538 7,199
Charge for the year (note 29) 9,197 1,179
Unused amounts reversed (note 29) -984 -884
Utilized -730 -2,880
Reclassification from/to PPE 135 -90
Exchange differences -89 14
Balance at 31 December 12,067 4,538
20. Receivables and prepayments
(all amounts in Euro thousands) 2020 2019
Trade receivables 108,814 111,657
Cheques receivables 25,381 25,736
Allowance for doubtful debtors -26,231 -25,543
Total trade receivables 107,964 111,850
Creditors advances 6,303 5,839
V.A.T. and other tax receivables 11,465 11,470
Prepayments 13,080 12,464
Notes receivable 22,808 23,460
Receivables from authorities 12,329 11,444
Other receivables 13,338 12,037
Allowance for doubtful debtors -2,040 -1,999
Total other receivables 77,283 74,715
185,247 186,565
Moreover, the Group hold collaterals amounting to €30,720 thousand (31.12.2019: €32,878 thousand) (note 30).
The Group's subsidiaries have not pledged their inventories as collateral.
19. Inventories
Trade receivables are non-interest bearing and are normally settled on 30-170 days.
The Group applies the IFRS 9 simplified approach for measuring expected credit losses. The approach uses a lifetime expected loss allowance for all
trade and other receivables.
On that basis, an impairment analysis is performed at the end of the year, using provisional rates that are based on days past due for groupings of
various customer segments with similar characteristics. The calculation reflects the probability-weighted outcome, the time value of money and
reasonable and supportable information that is available at the reporting date about past events, current conditions, forecasts of future economic
conditions, in addition with specific information for individual receivables.
Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with
the Group. Where receivables have been written off, the Group continues to engage in enforcement activity to attempt to recover the receivable
due. Where recoveries are made, these are recognised in the income statement.
Financial
review
Management
Report
165
20. Receivables and prepayments (continued)
(all amounts in Euro thousands)
Trade receivables
Impairments
69,168 1,963
26,663 1,625
8,041 738
30,323 21,905
134,195 26,231
(all amounts in Euro thousands)
Trade receivables
Impairments
67,340 1,138
31,154 1,383
5,667 467
33,232 22,555
137,393 25,543
(all amounts in Euro thousands)
Expected credit loss rate
Trade receivables
Impairments
As at 31 December 2020
Not credit-impaired 4% 103,872 4,326
Credit-impaired 72% 30,323 21,905
134,195 26,231
As at 31 December 2019
Not credit-impaired 3% 104,161 2,988
Credit-impaired 68% 33,232 22,555
137,393 25,543
2020 2019
Balance at 1 January 27,542 28,533
2,835 2,612
-850 -945
-755 -2,685
96 -
-597 27
Balance at 31 December 28,271 27,542
--
--
--
21. Cash and cash equivalents
(all amounts in Euro thousands)
2020 2019
70 50
206,368 90,338
206,438 90,388
Short-term bank deposits comprise primarily of current accounts and time deposits. The effective interest rates on these short-term bank deposits
are based on floating rates and are negotiated on a case by case basis.
As at 31 December 2019, the balances of trade receivables and impairment are as follows:
As at 31 December 2020, the balances of trade receivables and impairment are as follows:
More than 60 days past due
More than 120 days past due
Cash at bank and in hand
Reclassification from other receivables/payables
Exchange differences
The individually impaired receivables mainly relate to wholesalers, which are in unexpectedly difficult economic situation. It was assessed that a
portion of the receivables is expected to be recovered.
A
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Charge for the year (note 29)
Unused amounts reversed (note 29)
Current
More than 30 days past due
More than 60 days past due
More than 120 days past due
Utilized
Short-term bank deposits
Current
More than 30 days past due
TITAN Cement Group
Integrated Annual Report 2020
166
22. Share capital and premium
(all amounts are shown in Euro thousands unless
otherwise stated)
Share premium
Re-organization
reserve (note 23)
Non- Distributable
and Distributable
reserve (note 23)
Number of
shares
€'000
Number of
shares
€'000
€'000
€'000
€'000
Number of
shares
€'000
Shares issued and fully paid
Balance at 1 January 2019
77,063,568 265,869 7,568,960 26,113 22,826 - - 84,632,528 314,808
New parent TCI existing shares
5,555 100 - - - - - 5,555 100
Shares tendered during sell out and
squeeze out
-2,114,301 - -75,914 - - -42,965 - -2,190,215 -42,965
Preference shares exchanged due to
tender offer
7,493,046 - -7,493,046 -26,113 - 26,113 - - -
Issuance costs
- - - - -9,347 - - - -9,347
Change of parent company to Titan
Cement International
- 1,194,348 - - -22,826 -1,171,522 - - -
Change of nominal value
- -15,321 - - 15,321 - - - -
Transfer to reserve
- -285,648 - - - - 285,648 - -
Balance at 31 December 2019
82,447,868 1,159,348 - - 5,974 -1,188,374 285,648 82,447,868 262,596
Distribution of reserves (note 10)
- - - - - - -16,441 - -16,441
Balance at 31 December 2020 82,447,868 1,159,348 - - 5,974 -1,188,374 269,207 82,447,868 246,155
(all amounts are shown in Euro thousands unless
otherwise stated)
Number of
shares
€'000
Number of
shares
€'000
Number of
shares
€'000
T
T
r
r
e
e
a
a
s
s
u
u
r
r
y
y
s
s
h
h
a
a
r
r
e
e
s
s
Balance at 1 January 2019
4,361,171 109,930 197,310 2,954 4,558,481 112,884
Treasury shares purchased
342,979 6,713 7,520 142 350,499 6,855
Treasury shares sold
-104,840 -2,600 - - -104,840 -2,600
Change of parent company to Titan
Cement International
204,830 3,096 -204,830 -3,096 - -
Balance at 31 December 2019
4,804,140 117,139 - - 4,804,140 117,139
Treasury shares purchased
786,278 8,816 - - 786,278 8,816
Treasury shares sold
-77,916 -1,835 - - -77,916 -1,835
Balance at 31 December 2020 5,512,502 124,120 - - 5,512,502 124,120
Following the decision of the Extraordinary General Meeting of Shareholders dated 13 May 2019 which authorized the Board of Directors to acquire and dispose Company’s own shares in
accordance with the provisions of article 7:215 ff of the Belgian Companies and Associations Code, the Board of Directors decided on 19 March 2020 to activate a buy- back program as of
20 March 2020, for up to one million shares of the Company and up to the amount of €10 million, having a duration of two months. The Company kept the market fully informed of the
progress of the relevant transactions as provided by the applicable regulations.
Finally, on 19 August 2019, the Company completed its squeeze out rights and acquired 100% of the ordinary and preference shares of Titan S.A. that it did not acquire upon completion of
the voluntary tender offer. Out of the remaining of 5,390,831 ordinary shares (7.00% interest) and 578,625 preference shares (7.64% interest) of Titan S.A., 3,276,530 ordinary shares and
502,711 preference shares were exchanged for an equal number of TCI shares while 2,114,301 ordinary shares and 75,914 preference shares were acquired for a cash consideration of €43
million.
Additionally, on 23 July 2019, the TCI’s shares listed on Euronext Brussels, with a secondary listing on Athens Stock exchange and Euronext Paris. Transactions costs of €9.3 million
incurred relating mainly to payments to legal, regulatory and other professional advisers for the issuance of new shares and their listing in Brussels Stock Exchange. These costs are
deducted from the Share Premium.
In implementation of this program, during the period from March 20, 2020 until June 4, 2020, the Company acquired directly 321,225 own shares and indirectly through its subsidiary
Titan Cement Company S.A. 465,053 shares, representing 0.39% and 0.56% respectively of the share capital of the Company. The total value of these transactions amounted to
€8,811,922.39. On 31.12.2020 the Company holds 321,225 own shares representing 0.39% of the Company’s share capital and Titan Cement Company S.A. (Titan SA), a direct subsidiary of
the Company, holds 5,191,277 shares of the Company, representing 6.30% of the Company’s voting rights.
Titan S.A., a direct subsidiary of the Company, sold in 2020 to Titan Group employees, in implementation of existing stock option plans, 77,916 shares of the Company, representing
approximately 0.09% of the share capital of the Company, for a total amount of €779,160 (i.e.€10/Company share).
Ordinary shares Preference shares Total
Ordinary shares Preference shares Total
The average ordinary shares stock price of Titan Cement International S.A. for the period 1.1.2020 - 31.12.2020 was €12.62. The closing stock price on 31 December 2020 was €13.86.
Following the successful outcome of its voluntary tender offer, the Company acquired on 19 July 2019 approximately 93.00% (71,672,737 shares) and 92.36% (6,990,335 shares) of the
ordinary and preference shares of Titan S.A respectively and became the Group’s ultimate parent company.
After the above changes, and including 4,804,140 ordinary shares held as treasury shares, the share capital on 31 December 2019 amounts to €1,159.3 million and is comprised of
82,447,868 shares without nominal value. All these transactions were a reorganisation of the Group that did not change the substance of the reporting Group.
On 16 April 2019, Titan Cement International (the Company or TCI) submitted a voluntary offer to the shareholders of Titan Cement Company S.A. (Titan S.A.), the Group’s former parent
company, for the exchange of all ordinary and preference shares issued by Titan S.A. with new shares of TCI, at an exchange ratio of one new ordinary share issuable by TCI for each Titan
S.A. share.
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(all amounts in Euro thousands)
Legal
reserve
Special
reserve
Non-
Distributable
reserve
Distributable
reserve
Re-
organization
reserve
(note 22)
Contingency
reserves
Tax exempt
reserves
under special
laws
Revaluation
reserve
Actuarial
differences
reserve
Hedging
reserve from
cash flow
hedges
Currency
translation
differences
on derivative
hedging
position
Foreign
currency
translation
reserve
Total other
reserves
Balance at 1 January 2019 96,687 574,018 - - - 335,405 24,608 38,563 -1,409 - 41,115 -370,500 738,487
Other comprehensive
income/(loss)
- - - - - - - 199 -655 - - 22,590 22,134
Deferred tax on treasury shares
held by subsidiary
- - - - - - - 6,256 - - - - 6,256
Change of parent company to TCI - - 84,994 200,654 -1,188,374 - - - - - - - -902,726
Acquisition of non-controlling
interest
2,786 303 - - - - 1,821 19,443 - - - 2,498 26,851
Transfer from retained earnings
1,651 - - - - - - - - - - - 1,651
Transfer among reserves
-90 63,496 - - - -62,520 28 -261 - - - -253 400
Balance at 31 December 2019 101,034 637,817 84,994 200,654 -1,188,374 272,885 26,457 64,200 -2,064 - 41,115 -345,665 -106,947
Balance at 1 January 2020
101,034 637,817 84,994 200,654 -1,188,374 272,885 26,457 64,200 -2,064 - 41,115 -345,665 -106,947
Other comprehensive
income/(loss)
- - - - - - - 243 -1,221 -36 - -118,094 -119,108
Distribution of reserves (note 10) - - - -15,414 - - - - - - - - -15,414
Deferred tax on treasury shares
held by subsidiary
- - - - - - - 5,294 - - - - 5,294
Deferred tax adjustment due to
change in income tax rates on
revaluation reserves (note 18)
- - - - - - - 1,117 - - - - 1,117
Acquisition of non-controlling
interest
229 26 - - - - 7 1,815 - - - -1,126 951
Transfer to retained earnings - -26,091 - -1,027 - - -869 -5,524 - - - - -33,511
Transfer among reserves
- - 3,876 -3,876 - 1,317 - - - - - -13 1,304
Balance at 31 December 2020 101,263 611,752 88,870 180,337 -1,188,374 274,202 25,595 67,145 -3,285 -36 41,115 -464,898 -266,314
23. Other reserves
TITAN Cement Group
Integrated Annual Report 2020
168
23. Other reserves (continued)
The "Actuarial Differences Reserve" records the re-measurement gains and losses (actuarial gains and losses) arising from the actuarial studies
performed by the Group's subsidiaries for various benefit, pension or other retirement schemes (note 24).
The "Foreign Currency Translation Reserve" is used to record exchange differences arising from the translation of the financial statements of
foreign subsidiaries. Moreover, it includes the currency translation differences reserve on transactions designated as part of net investment in
foreign operations. During the last quarter of 2016, the Group subsidiary Titan Egyptian Investment Ltd (TEIL) decided to renew the loan of €76.9
million that had entered into with its subsidiary in Egypt, Alexandria Portland Cement Co. S.A.E. (APCC) in 2010. According to its accounting policy,
the Group recognizes in its consolidated financial statements the aforementioned intergroup loan as part of the net investment in the Egyptian
operation. On 31 December 2020, this reserve has a debit balance of €28.4 million (2019: €26.0 million).
The "Currency Translation Differences on Derivative Hedging Position Reserve" illustrates the exchange differences arising from the translation
into euro of loans in foreign currency, which have been designated as net investment hedges for certain Group subsidiaries abroad. It also illustrates
the exchange differences arising from the valuation of financial instruments used as cash flow hedges for transactions in foreign currencies.
Certain Group companies are obliged according to the applicable commercial law to retain a percentage of their annual net profits as legal reserve.
This reserve cannot be distributed during the operational life of the Group companies.
The "Contingency Reserves" include, among others, reserves formed by certain Group subsidiaries by applying developmental laws. These reserves
have exhausted their tax liability or have been permanently exempted from taxation, so there is no additional tax charge for the Group and the
Company from their distribution.
The "Revaluation Reserves" include, among others, €51.5 million (2019: €53 million) as the fair value of tangible and intangible assets that the Group
had in Egypt through its participation in the joint venture Lafarge-Titan Egyptian Investments Ltd, until it fully acquired the joint venture and €11.6
million (2019: €6.3 million) deferred tax on treasury shares held by Titan Cement Company S.A.
The "Tax Exempt Reserves under Special Laws", according to the Greek tax legislation, are exempt from income tax, provided that they are not
distributed to the shareholders. The distribution of the remaining aforementioned reserves can be carried out after the approval of the
shareholders at the Annual General Meeting and the payment of the applicable tax. Depending on whether they are capitalized or distributed, some
of these reserves have different tax charge. The Group has no intention to distribute the remaining amount of these reserves and consequently, has
not calculated the income tax that would arise from such distribution.
The "Distributable reserve" of €200 million was introduced with the reduction of TCI share capital after the completion of the share exchange
transaction (note 22). This reserve may be distributed in the future subject to the approval of the respective authoritative body.
Under the requirements of the Belgian Law, the "Non-Distributable reserve" represents a reserve equivalent to the value of the treasury shares
held by its subsidiary Titan Cement Company S.A.
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24. Share-based payments
2020 plan 2017 scheme 2014 scheme
Balance at 1 January 2019
- 658,970 406,725
Granted
- 601,710 -
Exercised
- - -104,515
Non vested
- - -53,968
Cancelled
- -13,280 -11,291
Balance at 31 December 2019
- 1,247,400 236,951
Granted
616,980 - -
Exercised
- -18,548 -59,693
Non vested
- -128,265 -
Cancelled
-116,460 -41,172 -6,901
Balance at 31 December 2020 500,520 1,059,415 170,357
2020 plan
Exercise price
€ 0
2020 2020 2019 2020 2019
E
E
x
x
p
p
i
i
r
r
a
a
t
t
i
i
o
o
n
n
d
d
a
a
t
t
e
e
2020
- - - - 7,477
2021
- - - 6,594 39,926
2022
- - - 163,763 189,548
2023
250,260 108,531 255,620 - -
2024
250,260 380,950 397,740 - -
2025
- 569,934 594,040 - -
500,520 1,059,415 1,247,400 170,357 236,951
The fair value of the options granted in 2015 was €4.14 per option, determined using the Binomial Method and the Monte Carlo Simulation valuation
model. The significant inputs used in the aforementioned methodologies were the share price at grant date of €19.55, the employee forfeiture rate
9.2%, the volatility of the share price estimated at 40.61%, the dividend yield of 0.59% and the yield of the 1 year EURIBOR rate of 0.166%.
The options granted under the 2014 Programme have been accounted for in terms of the requirements of IFRS 2 “Share based payments”. The
number of Share Options that were granted was: 250,190 during 2014, 313,080 during 2015 and 303,150 during 2016.
Share options and other share-based awards are granted to members of senior management. Movements in the number of share options and awards
outstanding are as follows:
Share options and awards outstanding at the end of the year have the following terms:
2017 scheme 2014 scheme
The Beneficiaries shall be entitled to exercise their stock option rights, either in whole or in part, within the first five working days of each month,
paying the relevant amounts until the expiration date of their stock options, i.e. until December of the third year after these stock options have been
vested.
a) By 50% on the average three year Return on Average Capital Employed (ROACE) compared to the target of each year period, as this will be
determined by the Board of Directors before granting the relevant option rights.
b) By 50% on the overall performance of TITAN Cement Company S.A. common share compared to the average overall performance of the shares of
predefined international cement producing companies.
2014 Programme
The fair value of the options granted in 2014 was €7.39 per option, determined using the Binomial Method and the Monte Carlo Simulation valuation
model. The significant inputs used in the aforementioned methodologies were the share price at grant date of €25.32, the employee forfeiture rate
9.2%, the volatility of the share price estimated at 47.2%, the dividend yield of 0.376% and the yield of the 3 year EU Benchmark (Deutsche Bund)
Government bond yield rate of 0.083%.
The vesting period of the stock options that were granted in 2014, 2015 and 2016 was three years. Therefore, the relevant option rights became
mature in December of 2016, 2017 and 2018 respectively, provided that the beneficiaries were still employees of the Group. After the completion of
the three-year vesting period, the final option rights number, which the beneficiaries would be entitled to exercise, should be determined by the
Board of Directors of TITAN Cement Company S.A. within the first four months of 2017, 2018 and 2019 respectively and depends:
On 20 June 2014, the General Meeting of TITAN Cement Company S.A. approved the introduction of a new, three-year (2014-2016) Stock Option
Programme. According to this Programme, the Board of Directors can grant option up to 1,000,000 ordinary shares at a sale price €10.00 per share.
Beneficiaries of the Stock Option Plan were the executive members of the Board of Directors of TITAN Cement Company S.A., the managers and the
employees with the same rank in affiliated companies inside and outside Greece, as well as a limited number of additional employees who stand out
on a continuous basis for their good performance and have a high potential for advancement.
€ 10 € 10
TITAN Cement Group
Integrated Annual Report 2020
170
24. Share-based payments (continued)
2014 Programme (continued)
2017 Programme
The number of Share Options that were granted during 2017 was 263,680.
The fair value of the options granted in 2017 was €6.6 per option, determined using the Binomial Method and the Monte Carlo Simulation valuation
model. The significant inputs used in the aforementioned methodologies were the share price at grant date of €25.8, the employee forfeiture rate
4.5%, the volatility of the share price estimated at 42.82%, the dividend yield of 0.9% and the yield of the 1 year EURIBOR rate of -0.127%.
On 1 June 2018, 402,370 share options were granted to Group executives under the three-year Stock Option Programme of 2017. The exercise price
of the options is €10.0. The fair value of the options granted in 2018 was €5.99 per option, determined using the Binomial Method and the Monte
Carlo Simulation valuation model. The significant inputs used in the aforementioned methodologies were the share price at grant date of
€21.00, the
employee forfeiture rate 2.5%, the volatility of the share price estimated at 42.71%, the dividend yield of 0.86% and the yield of the 1 year EURIBOR
rate of -0.184%.
On June 7 2019, 601,710 share options were granted to Group Executives under the three- years Stock Option Programme of 2017. The exercise price
is €10.00. The fair value of the options granted was €4.13 per option, determined using the Binomial Method and the Monte Carlo Simulation model.
The significant inputs used were the share price at the grant date of € 17.72, the employee forfeiture rate 2.7%, the volatility of the share price
estimated at 40.49%, the dividend yield of 0.92% and the yield of the 1 year EURIBOR rate of -0.175%.
The fair value of the options granted in 2016 was €5.17 per option, determined using the Binomial Method and the Monte Carlo Simulation valuation
model. The significant inputs used in the aforementioned methodologies were the share price at grant date of €20.38, the employee forfeiture rate
9.2%, the volatility of the share price estimated at 42.80%, the dividend yield of 0.87% and the yield of the 1 year EURIBOR rate of -0.15%.
The Extraordinary General Meeting of Shareholders of the new Parent Company Titan Cement International S.A. approved on May 13, 2019 , subject
to Completion of the share exchange Tender Offer between Titan Cement International SA and TITAN Cement Company S.A., the amendment of the
existing stock option plans, namely to replace the stock options on Titan Cement Company S.A. shares by stock options on shares of Titan Cement
International, without otherwise amending the terms and conditions of the plans. Titan Cement Company still has the obligation to settle the share-
based payment transaction.
The Beneficiaries shall be entitled to exercise their stock option rights, either in whole or in part, within the first five working days of each month,
paying the relevant amounts until the expiration date of their stock options, i.e. until December of the third year after these stock options have
been vested.
The options granted under the 2017 Programme have been accounted for in terms of the requirements of IFRS 2 “Share based payments”.
As a result, two plans (2014 and 2017) are currently under implementation by stock options on shares of Titan Cement International owned by its
subsidiary Titan Cement Company S.A. During 2020, the Beneficiaries were provided with shares of Titan Cement International owned by its
subsidiary Titan Cement Company. The sale price of common treasury share (over-the-counter transaction) equaled to €10.00 per share. The total
share price amounted to €779 thousand. The loss caused by this transaction amounted to €1,056 thousand, recognised in equity.
a) by 50% on the average three year Return on Average Capital Employed (ROACE) of the Group against the target for each three-year period and
b) by 50% on the overall performance of TITAN stock compared to the average performance of the shares of the predefined international cement
producing companies.
On 31 December 2020, the number of the cancelled share options that were granted during 2014, 2015 and 2016 was 4,300, 12,060 and 14,370
respectively. Out of the options that were granted in 2014, the share options that were not vested amounted to 125,378. Out of the options that
were granted in 2015, the share options that were not vested amounted to 161,305 and out of the options that were granted in 2016 the share
options that were not vested amounted to 53,968.
Out of the share options that were granted during 2014, 27,400 vested and cancelled while 6,594 remain unexercised and they can be exercised
exceptionally until the end of 2021. The remaining 86,518 share options were exercised by 78 Group executives. Out of the share options that were
granted during 2015, 38,327 vested and cancelled while 32,832 remain unexercised and they can be exercised exceptionally until the end of 2022.
The remaining 68,556 share options were exercised by 63 Group executives. Out of the share options that were granted during 2016, 10,734 vested
and cancelled while 130,931 remain unexercised. The remaining 93,147 share options were exercised by 42 Group executives.
On 12 May 2017, the General Meeting of TITAN Cement Company S.A. approved the introduction of the current three-year Stock Option Programme.
According to this Programme, the Board of Directors can grant option up to 1,000,000 ordinary shares of the Company at a sale price equal to €10.00
per share. Beneficiaries of the Stock Option Plan are the executive members of the Board of Directors, the managers and the senior employees of
the Company and its affiliated companies inside and outside Greece.
The vesting period of the stock options that were granted in 2017, 2018 and 2019 shall be three years. Therefore, the relevant option rights shall
become mature in December of 2019, 2020 and 2021 respectively, provided that the beneficiaries are still employees of the Group. After the
completion of the three-year vesting period, the final option rights number that the beneficiaries will be entitled to exercise will be determined
within the first four months of 2020, 2021 and 2022 respectively and depend:
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24. Share-based payments (continued)
2017 Programme (continued)
2020 Plan
25. Retirement and termination benefit obligations
Non-qualified deferred compensation plan
This plan is intended to constitute an unfunded plan of deferred compensation for a selected group of highly compensated employees under the
Employee Income Security Act of 1974 ("ERISA"). For this purpose the Group's U.S. subsidiary created an irrevocable trust to facilitate the payment of
deferred compensation to participants under this plan. Under this plan the participants are eligible to defer from 0% to 20% of eligible compensation
for the applicable plan year. On 31 December 2020 and 2019, plan assets totaled €2,572 thousand and €3,826 thousand, respectively, and are
classified as other non current assets in the accompanying consolidated statement of financial position (note 3, 17). There were no costs for the plan
for the year ended 31 December 2020 or 2019.
Greek labor legislation requires that the payment of retirement and termination indemnities is based on the number of years of service to the
Company by the employees and on their final remuneration. The Group grants retirement indemnities which exceed the legal requirements. These
retirement indemnities are unfunded and the liabilities arising from such obligations are actuarially valued by an independent firm of actuaries. The
last actuarial valuation was undertaken in December 2020. The principal actuarial assumptions used were a discount rate of 0.3% (2019: 0.8%),
future salary increases of 1.7% (2019: 1.7%) and pension regulated by Laws 2112/1920 and 4093/2012.
USA
The Group's U.S. subsidiaries operate defined benefit plans and other post-retirement benefit plans. The method of accounting for the latter, as
well as the valuation assumptions and the frequency of valuations are similar to those used for defined benefit plans.
All of the Group's U.S. subsidiaries' defined benefit pension plans and all but one of its other post-retirement plans have been frozen as to new
participants and credited service. One post-retirement benefit plan exists (for certain active and former employees) whereby eligible retirees
receive benefits consisting primarily of assistance with medical insurance costs between the dates of early retirement and Medicare eligibility.
On 31 December 2020 the plan assets of the Group's subsidiaries in the US have invested approximately 60% (2019: 58%) in equity instruments
quoted in US and international stock markets and 40% (2019: 42%) in fixed investments (US and international bonds). The discount rate that has
been adopted for the study of the pension plans of the Group's subsidiaries in the U.S. was 2.30% (2019: 3.20%).
Greece
On 31 December 2020, the number of the cancelled share options that were granted during 2017 is 8,336, the share options that were not vested
amounted to 128,265 and 108,531 share options remained unexercised. The remaining 18,548 share options were exercised by 16 Group executives.
The number of the cancelled share options that were granted during 2018 is 21,420 and the respective amount for the share options granted in 2019
is 31,776.
On 31 December 2020, the number of the awards granted was 616,980, but 116,460 of them were cancelled. The fair value of the award was
calculated based on the closing price of the TCI share, €13.86 in Brussels, adjusted for future dividend payments and the forfeiture rate. The
calculation of the unforfeited awards resulted in the recognition of an expense of €1.4 million against a liability, which had a carrying amount of €1.4
million at year end.
The awards vest at the designated dates, provided that the participants are still working in TCI or in any other employer company of the Group, or
are still serving as an executive Director in the Board of Directors of TCI.
Upon vesting, participants may select to receive their vested awards in TCI shares, or in contributions to a fund, or in cash. In any case, the fair
value of the cash alternative is the same as the share alternative. Thus, the Group accounts for the plan as a cash-settled transaction by recognising
a liability for the fair value of the services it receives from the participants.
The vesting period of the awards is as follows:
a) 50% at the completion of a three-year period and
b) 50% at the completion of a four-year period
On 13 May 2019, the Extraordinary General Meeting of TCI approved a new long-term incentive plan. One year after, on 14 May 2020, the Annual
General Meeting of TCI included it in the Remuneration Policy.
Participants of the plan are the executive members of the Board of Directors of TCI, the executives of TCI, as well as executives, in other companies
of Titan Cement Group. The awards may also be granted selectively to a limited number of employees who stand out on a continuous basis for their
outstanding performance and high potential for development.
Under the plan, participants are granted awards for nil consideration in the form of a conditional grant of TCI shadow shares in April (or later) of
each year. The awards have no dividend or voting rights.
The number of the shadow shares granted to each participant is determined by the award amount and the value of the shadow share. The value of
the shadow share is equal to the average TCI share closing price on Euronext Brussels during the last seven trading days of March of the grant year.
TITAN Cement Group
Integrated Annual Report 2020
172
25. Retirement and termination benefit obligations (continued)
(all amounts in Euro thousands)
2020 2019
Current service cost
1,015 3,091
Interest cost
650 904
Provision of past service cost for the following year due to the voluntary resignation plans
125 1,280
Interest income
-342 -388
1,448 4,887
Additional post retirement and termination benefits paid out, not provided for
933 7
Post retirement and termination benefits paid out, not provided for due to the voluntary resignation plans 406 521
2,787 5,415
Amounts recognized in profit before interest, taxes, depreciation, amortization and impairment
2,479 4,899
Amounts recognized in finance cost (note 6)
308 516
A
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s
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g
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z
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e
e
d
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2,787 5,415
Actuarial losses recognized in οther comprehensive income
1,538 748
Amount charged to statement of total comprehensive income 4,325 6,163
Present value of the liability at the end of the period 47,149 49,902
Minus fair value of US plans assets -12,915 -14,634
34,234 35,268
(all amounts in Euro thousands) 2020 2019
Opening balance 35,268 32,741
Total expense 2,787 5,415
Re-measurement losses recognized immediately in οther comprehensive income
1,538 748
Exchange differences -554 134
Benefits paid during the year -4,805 -3,770
Ending balance 34,234 35,268
(all amounts in Euro thousands) 2020 2019
Fair value of plan assets at the beginning of the period 14,634 13,162
Expected return 1,333 1,833
Company contributions 117 325
Administrative expenses -178 -232
Benefits paid -1,758 -693
Exchange difference -1,233 239
Fair value of plan assets at the end of the period 12,915 14,634
The amounts relating to defined benefit pension plans and other post retirement and termination benefits (defined benefit plans) recognized in the
statement of comprehensive income in the account other expenses are as follows:
Change in the present value of the defined benefit obligation
Changes in the fair value of US plan assets:
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25. Retirement and termination benefit obligations (continued)
(all amounts in Euro thousands)
Assumptions
1.0% increase 1.0% decrease 1.0% increase 1.0% decrease
Impact on the net defined benefit obligation:
Discount rate -1,240 2,030 -3,786 4,507
Salary 3,115 -2,666 3,013 -2,579
Health care costs 91 -79 98 -83
Impact on the current service costs:
Discount rate -151 188 -117 145
Salary 203 -165 162 -133
Healthcare costs 3 -2 4 -3
2020 2019
Not later than 1 year 3,146 3,088
Later than 1 year and not later than 5 years 8,515 8,576
Later than 5 years and not later than 10 years 10,720 10,685
Beyond 10 years 28,930 30,475
Total expected payments 51,311 52,824
2020 2019
Due to experience 24 -1,111
Due to assumptions (financial) 2,743 3,430
Due to assumptions (demographic) -203 -124
Re-measurement losses on DBO 2,564 2,195
Re-measurement gains on plan assets -1,026 -1,447
Re-measurement losses for the period 1,538 748
Year ended 31 December 2019
A quantitative sensitivity analysis for significant assumptions is shown below:
Year ended 31 December 2020
The components of actuarial losses that re-calculated and recognized immediately in the other comprehensive income for the years ended
December 31, 2020 and 2019 are as follows:
The sensitivity analyses above have been determined based on a method that extrapolates the impact on net defined benefit obligation as a result
of reasonable changes in key assumptions occurring at the end of the reporting period.
The following payments are expected payments to be made in the future years out of the undiscounted defined benefit plan obligation:
TITAN Cement Group
Integrated Annual Report 2020
174
(all amounts in Euro thousands)
1 January
2020
Reclassifi-
cations
Additions for
the year
Unused
amounts
reversed
Unwinding
of discount Utilized
Exchange
differences
31 December
2020
Provisions for restorations a 21,717 - 9,541 -426 612 -733 -1,022 29,689
Insurance reserves b 13,379 - 2,881 - - - -1,154 15,106
Provisions for other taxes c 3,596 - 655 -293 - -372 -195 3,391
Litigation provisions
d 843 - 5 -198 - -221 -13 416
Other provisions e 13,615 - 8,316 -3,608 118 -4,309 -494 13,638
53,150 - 21,398 -4,525 730 -5,635 -2,878 62,240
(all amounts in Euro thousands)
1 January
2019
Reclassifi-
cations
Additions for
the year
Unused
amounts
reversed
Unwinding
of discount Utilized
Exchange
differences
31 December
2019
Provisions for restorations a 18,052 2,527 1,756 -1,160 664 -288 166 21,717
Insurance reserves b - 10,864 2,307 - - - 208 13,379
Provisions for other taxes c 5,185 - 192 - - -2,089 308 3,596
Litigation provisions
d 5,770 - 13 -48 - -5,222 330 843
Other provisions e 11,132 -2,527 9,087 -930 - -3,338 191 13,615
40,139 10,864 13,355 -2,138 664 -10,937 1,203 53,150
(all amounts in Euro thousands)
2020 2019
Non-current provisions 49,550 39,456
Current provisions 12,690 13,694
6
6
2
2
,
,
2
2
4
4
0
0
5
5
3
3
,
,
1
1
5
5
0
0
c. The provision of other taxes represents future obligations for taxes such as stamp duties, sales tax, employee payroll tax etc. It is expected that
this amount will be fully utilized in the next five years.
e. The other provisions are comprised of amounts relating to risks none of which are individually material to the Group. It is expected that the
remaining amounts will be used over the next 1 to 20 years.
a. The provisions for restorations are the present value of the estimated costs to reclaim quarry sites and other similar post-closure obligations. In
2020, the Group's subsidiary in USA, Titan America LLC (TALLC), changed its estimation and increased the provisions of restorations by the amount
of €6.8 million due to increased fixed asset removal obligation associated with the long-term industrial use of one of its cement plant sites. It is
expected that the amount of restoration provisions will be used over the next 1 to 50 years.
d. The litigation provisions have been established with respect to claims made against certain companies in the Group by third parties, mainly
against the subsidiaries in Egypt. These claims concern labor compensations, labor cases for previous years' benefits and dues and claims for shares
revaluation. It is expected that this amount will be utilized mainly in the next twelve months.
26. Provisions
b. The insurance reserves represent the expected costs of claims payments related to risk and workers’ compensation claims, in addition to
sponsored health insurance costs. The reserves have been recognised as a provision during 2019. Previously, they were reported as other liabilities.
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(all amounts in Euro thousands)
2020 2019
Government grants 3,693 3,899
Consideration for acquisition of non-controlling interest
- 41,453
Liability of long-term incentive plan 1,394 -
Other non-current liabilities 4,777 1,841
9,864 47,193
Analysis of Government grants:
Non - current 3,693 3,899
Current (note 28) 69 69
3,762 3,968
Opening balance 3,968 4,673
Transfer to other non current liabilities - -485
Amortization (note 29) -206 -220
Ending balance 3,762 3,968
(all amounts in Euro thousands)
2020 2019
Deferred Income 1,991 -
Non-current contract liabilities 1,991 -
(all amounts in Euro thousands)
2020 2019
Trade payables 175,360 184,713
Other payables 16,281 16,234
Consideration for acquisition of non-controlling interest
41,453 20,360
Accrued expenses 26,264 23,046
Social security 3,430 3,586
Dividends payable 364 331
Government grants (note 27) 69 69
Other taxes 15,149 11,670
Trade and other payables 278,370 260,009
(all amounts in Euro thousands)
2020 2019
Customer down payments/advances 6,445 10,558
Deferred Income 1,770 3,022
Current contract liabilities 8,215 13,580
27. Other non-current liabilities and non-current contract liabilities
Government grants relating to capital expenses are reflected as long-term liabilities and are amortized on a straight line basis, based on the
estimated useful life of the asset for which the grant was received.
The amount of €9,989 thousand, which was included in the contract liability balance at the beginning of 2020, is recognised in revenue.
Government grants received in respect of expenses are reflected in the income statement when the related expense is incurred so that the expense
is matched to the income received.
28. Trade payables, other liabilities and current contract liabilities
Other payables include liabilities relating to transportation of cement and raw materials, as well as employee benefit payables.
Trade payables are non-interest bearing and are normally settled in 10-180 days.
Other payables are non-interest bearing and have an average term of one month.
TITAN Cement Group
Integrated Annual Report 2020
176
(all amounts in Euro thousands)
2020 2019
Profit after taxes 1,552 53,155
A
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Taxes (note 8) 35,899 11,211
Depreciation (note 11) 133,581 133,403
Amortization of intangibles (note 14) 5,200 4,535
Amortization of government grants received (note 27) -206 -220
Impairment of assets (note 11,13) 47,606 2,247
Net (profit)/loss on disposals of tangible and intangable assets (note 4)
-1,094 804
Provision for impairment of debtors charged to income statement (note 20) 1,985 1,667
Cost of inventory obsolescence (note 19) 8,213 295
Provision for restoration (note 26a) 1,937 1,260
Provision for litigation (note 26d) -193 -35
Other provisions (note 26e) 4,826 8,157
Provision for retirement and termination benefit obligations (note 25)
1,448 4,887
Decrease of investment property (note 12) 94 140
Dividend income -100 -14
Finance income (note 6) -636 -1,696
Interest expense and related expenses (note 6) 49,033 60,159
(Gains)/losses on financial instruments (note 6) -29,994 16,491
Losses/(gains) from foreign exchange differences (note 6) 46,458 -11,952
Share stock options (note 7) 1,720 2,094
Share in gain of associates and joint ventures (note 15) -3,200 -1,366
Changes in working capital:
Decrease in inventories 13,472 10,280
(Increase)/decrease in trade and other receivables -11,821 7,586
Decrease in operating long-term receivables and payables 135 5,931
Increase/(decrease) in trade payables 3,687 -24,842
Cash generated from operations 309,602 284,177
Net book amount 2,016 7,628
Net gains/(losses) on disposals (note 4) 1,094 -804
Net proceeds from disposals
3,110
6,824
(all amounts in Euro thousands)
2020 2019
Bank guarantee letters 16,606 18,614
Other - 130
16,606 18,744
29. Cash generated from operations
In the cash flow statement, proceeds from the disposals of tangible and intangible assets, and investment property are as follows:
30. Contingencies and commitments
Contingent liabilities
Litigation matters
1. In 2011, two former employees of Beni Suef Cement Company SAE (BSCC) filed an action before the Cairo Administrative Court, seeking the
nullification of the privatization of BSCC that took place in 1999, when BSCC was sold to Financière Lafarge after a public auction, before being
subsequently acquired by Titan Group. The Administrative Court of Cairo rejected in 2014 the plaintiffs’ claim in connection with BSCC’s
privatization, however ruled that BSCC was under the obligation to re-instate all employees, the employment of whom had been terminated,
including employees who had left BSCC in the framework of voluntary staff reduction programs. Both the plaintiffs and BSCC have appealed the
ruling issued by the first instance Court before the Supreme Administrative Court, which on 19 January 2015 suspended the case until the Supreme
Constitutional Court of Egypt issues a final ruling on the constitutionality of Law no. 32/2014. The case is still suspended and no further action has
been taken until now. The view of BSCC’s lawyers is that the plaintiffs’ action is devoid of any legal or factual ground.
A. Privatization cases
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BSCC recorded an increase of intangible assets amounted to EGP 251 million (€13 million)*, in order to recognize the license claimed by IDA. In 2019,
recognised additionally as capital expenditure the amount of EGP 166.6 million (€8.7 million)*, that represented interest asked by IDA. The total
amount recognised in intangible assets as license for the construction of a second production line at the company’s plant is EGP 417.6 million (€21.7
million)* and the total amount of interest expenses, that it was charged in 2018 income statement, amounted to EGP 98.7 million (€5.1 million)*.
* Foreign currencies presented to Euro, using 31/12/2020 currency tranlation rates
2. In June 2013 another action was filed before the Administrative Court of Cairo, seeking, as in the above case, the nullification of BSCC’s
privatization. The Administrative Court of Cairo issued on 25 June 2015 a first instance ruling referring the case to the Investment Circuit no. 7, which
subsequently referred the case to the commissioners’ panel where no hearing date has been scheduled until now. The view of BSCC’s lawyers is
that the action is devoid of any legal or factual ground.
1. In 2007, BSCC obtained the license for the construction of a second production line at the company’s plant in Beni Suef through a bidding process
run by the Egyptian Trading and Industrial Authority (IDA) for a license fee of EGP 134.5 million (€7 million)*. IDA subsequently unilaterally raised the
license fee to EGP 251 million (€13 million)*. In October 2008 BSCC filed a case before the Administrative Court challenging the price increase and
requesting the license price to be set at EGP 500 (€26)*, or, alternatively, that the price be set at EGP 134.5 million (€7 million)*, as had been
originally determined through the bidding process. The Administrative Court dismissed BSCC’s action and BSCC filed an appeal before the High
Administrative Court in June 2018. Until today, no appeal hearing has been scheduled.
BSCC has also lodged an action against IDA requesting the calculation of the payable interest, which is accruing on the EGP 251 million (€13 million)*
fee that IDA is claiming, on the basis of the legal interest of 4% per annum and not on the basis of the CBE interest (varying from 9% to 19%) as
calculated by IDA.
In June 2018, BSCC and IDA entered into an agreement, pursuant to which BSCC paid to IDA the amount of EGP 251 million (€13 million) for the value
of the license plus the amount of EGP 24.9 million (€1.3 million) as down payment for interest, calculated on the basis of the CBE interest. Moreover,
BSCC has already fully paid in 2018 and 2019 the remaining amount of interest amounting to EGP 240.3 million (€12.5 million), under the express
agreement that, in case the Egyptian Courts accept the appeal of BSCC on the value of the license and/or the action of BSCC on the calculation of the
payable interest, IDA will pay back to BSCC the relevant amounts. The view of BSCC’s lawyers is that there is high probability that the High
Administrative Court will adopt the price of EGP 134.5 million (€7 million)* for the license. Likewise, the view of BSCC’s lawyers is that there is very
high probability that BSCC’s action on the calculation of the payable interest will be accepted by the Court.
B. Other cases
Under the SPA, SharrB committed to make investments estimated at €35 million over a five-year period. SharrB duly complied with its obligation, by
investing a total of €35.1 million by the end of 2015. As a testament to its continued dedication to developing SharrCem, SharrB has invested another
€12.3 million since then, above and beyond any contractual obligation. PAK claims that SharrB invested some €25.6 million, leaving a shortfall of
about €9.4 million. Throughout the investment period 2011-2015, SharrB submitted annual investment reports to PAK. All of these were accepted
without any comment by PAK. SharrB commenced the arbitration proceedings to vindicate its performance of the SPA by way of declaratory relief,
and also to obtain redress for PAK’s other breaches of the SPA. The hearing was held throughout the first week of March (1/3 – 5/3) 2021. The view of
the SharrB’s lawyers is that the company has a strong case and good chances of succeeding in this arbitration.
5. Sharr Beteiligungs GmbH (SharrB), a Titan Group entity based in Germany, filed in February 17, 2020 a claim in arbitration, seeking the arbitral
tribunal’s confirmation that it has satisfied its commitment to implement investments estimated at €35 million within five years, pursuant to
Section 5.01(a) of the Share Purchase Agreement entered into between the Privatization Agency of Kosovo (PAK) and SharrB on 9 December 2010
(SPA). The parties concluded the SPA in the context of PAK’s privatization process, through which SharrB acquired a cement plant in Kosovo (Sharr
Cement Plant) by acquiring the local operating company, Ndërmarrja e Re SharrCem SH.P.K. (SharrCem).
30. Contingencies and Commitments (continued)
4. In May 2013, a new action was filed by three ex-employees of APCC seeking, as in the above case, the nullification of the sale of APCC to Blue
Circle Cement Group. The case has been repeatedly adjourned and, as in the above cases, no judgment will be handed down from the competent
Administrative Court until the Supreme Constitutional Court of Egypt decides on the constitutionality of Law no. 32/ 2014. The view of APCC’s
lawyers is that the action is devoid of any legal and factual ground.
A. Privatization cases (continued)
3. In 2012, an ex-employee of Alexandria Portland Cement Company SAE (APCC) brought an action before the Administrative Court of Alexandria
against the President of the Republic of Egypt, the Prime Minister, the Minister of Investments, the Minister of Industry, the Governor of Alexandria,
the Manager of the Mines and Salinas Project in Alexandria and the Manager of the Mines and Quarries Department in Alexandria (but not against
APCC), seeking the nullification of the privatization of APCC through its sale in 1999 to Blue Circle Cement Group, before APCC was subsequently
acquired by Titan Group. The claim was suspended by the Administrative Court of Alexandria initially until 28 May 2016 and subsequently until 15
October 2016, provided that by such date the Supreme Constitutional Court of Egypt would have ruled on the constitutionality of the above Law no.
32/2014. The case was subsequently referred to the Administrative Court of Cairo, Investment Circuit no.1 but no hearing has been scheduled until
now. The view of APCC’s lawyers is that the action is devoid of any legal and factual ground.
TITAN Cement Group
Integrated Annual Report 2020
178
Contingent tax liability
Contingent assets
(all amounts in Euro thousands)
2020 2019
Bank guarantee letters for securing trade receivables (note 20)
23,493
24,332
Other collaterals against trade receivables (note 20)
7,227
8,546
30,720
32,878
Collaterals against other receivables
920
1,427
31,640
34,305
Commitments
(all amounts in Euro thousands)
2020 2019
Property, plant and equipment 1,425 1,835
(all amounts in Euro thousands)
2020 2019
651 2,145
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2020 2019
Executive members on the Board of Directors
56
Non-executive members on the Board of Directors 9 9
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2020 2019
Short-term employee benefits 5,690 5,019
Share-based payments 952 2,198
Post-employment benefits 246 233
6,888 7,450
The Group may enter into various transactions with related parties. During 2020 and 2019, the Group did not record material transactions with
related parties.
31. Related party transactions
Simultaneously, TALLC entered into a base 1-year supply agreement with a natural gas marketer for a total of 2,543 MMBtu’s over the contract
period. On 31.12.2020, there is committed volume of 2,208 MMBtu’s remaining through October 2021 under the contract (see also note 35).
In addition to the aforementioned purchase commitments, the Group's US subsidiaries entered a contract to purchase raw materials and
manufacturing supplies as part of their on-going operations in Florida. This includes a contract to buy construction aggregates through a multi-year
agreement at prevailing market prices. Moreover, Titan Ametica LLC (TALLC) entered into a take-or-pay natural gas agreement with the local utility
that requires TALLC to pay the utility €9.5 million over a maximum period of 6 years. On 31.12.2020, TALLC had paid €280 thousand under the
agreement.
30. Contingencies and Commitments (continued)
Capital commitments
Purchase commitments
Energy supply contracts (Gas, electricity, etc.)
Capital commitments contracted for at the balance sheet date but not recognized in the financial statements are as follows:
The financial years, referred to in note 37, have not been audited by the tax authorities and therefore the tax obligations of the Company and its
subsidiaries for those years have not yet been finalized.
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(all amounts in Euro thousands)
2020 2019
CCuurrrreenntt
Bank borrowings 2,968 54,780
Bank borrowings in non euro currency 33,789 31,497
Debentures 163,133 -
Interest payable 5,766 3,863
205,656 90,140
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Bank borrowings - 80,806
Bank borrowings in non euro currency 32,911 49,249
Debentures 595,261 646,639
628,172 776,694
Total borrowings 833,828 866,834
2020 2019
Between 1 and 2 years 22,058 301,300
Between 2 and 3 years 2,639 125,492
Between 3 and 4 years 354,592 833
Between 4 and 5 years - 349,069
Over 5 years 248,883 -
628,172 776,694
2020 2019
Borrowings (USD)
2.86% 4.29%
Borrowings (EGP)
12.51% 17.86%
Borrowings (BGN)
2.07% 2.18%
Borrowings (LEK)
3.38% 3.45%
Borrowings (TRY)
14.32% 24.97%
Borrowings (€)
2.38% 2.91%
(all amounts per currency thousands)
2020 2019
USD 378,800 402,467
TRY 9,218 10,772
EGP 37,001 59,594
LEK 20,699 9,914
(all amounts in Euro thousands)
2020 2019
Floating rate:
- Expiring within one year
297,859
250,792
- Expiring beyond one year
237,730
237,945
The weighted average effective interest rates that affect the Income Statement are as follows:
Bank borrowings in foreign currencies:
Amounts in Euro equivalent
The Group has the following undrawn borrowing facilities:
32. Borrowings
The outstanding amount of the 2021 Notes on the date of the tender offer memorandum was €287.8 million following a buy back of €12.2 million on 26
May 2020. Taking into account the tendered amount, the outstanding amount of the 2021 Notes on 9 July 2020 was €178.5 million. On 21 July 2020, Titan
Global Finance PLC (TGF) bought an additional amount of €15 million of the 2021 Notes. After all the aforementioned transactions, the outstanding amount
of the 2021 Notes was €163.5 million.
In December 2020, TCI became the direct parent of TGF, after the transfer of TGF's shares from Titan Cement Company S.A. (Greece) to TCI (Belgium).
Maturity of non-current borrowings:
On 9 July 2020, the offering of a total nominal amount of €250 million guaranteed notes due 2027, with a 2.75 per cent coupon per annum, which was
issued by Titan Global Finance PLC (the “Issuer”), a subsidiary of Titan Cement International S.A. (TCI), and guaranteed by TCI and Titan Cement Company
S.A. was completed. The notes are traded on the Global Exchange Market (GEM), the exchange – regulated market of the Irish Stock Exchange.
In
July
2020,
TGF
obtained
a
bilateral
revolving
facility
agreement
of
the
amount
of
€20
million
maturing
in
January
2022,
guaranteed
by
TCI.
On
31
December 2020, TGF had €220 million long term committed un-utilized credit facilities.
In July 2020, TGF's bank loan of €50 million obtained in 2019 by a Brazilian Bank expired and was fully repaid accordingly.
Part of the notes' proceeds was used by the Issuer for: 1) purchase €109.3 million of its outstanding 3.50% guaranteed notes due June 2021 (the "2021
Notes") prior to maturity pursuant to the tender offer memorandum dated on 29 June 2020 and 2) general corporate purposes, including repayment of
bank debt.
TITAN Cement Group
Integrated Annual Report 2020
180
(all amounts in Euro thousands)
2020 2019
Land
12,035 12,338
Buildings
18,216 17,176
Plant & equipment
11,073 13,657
Motor vehicle
10,687 14,254
Office furniture, fixtures and equipment
22 58
52,033 57,483
(all amounts in Euro thousands)
2020 2019
Long-term lease liabilities
38,821 46,126
Short-term lease liabilities
18,194 17,030
57,015 63,156
(all amounts in Euro thousands)
2020 2019
Depreciation charge of ROU assets (note 11)
14,874 14,196
Interest expense (included in finance cost)
2,811 2,996
Expense relating to short-term leases
1,379 2,081
Expense relating to low-value leases that are not shown as short-term leases
399 685
Expenses relating to variable lease payments not included in lease liabilities
994 184
(all amounts in Euro thousands)
2020 2019
Within 10 years
9,320 8,922
From 10 to 20 years
17,278 18,400
In more than 20 years
9,639 12,520
36,237 39,842
33. Leases
On 31.12.2020, the undiscounted potential future cash flows of €36,237 thousand were not included in the lease liability due to it not being
reasonably certain that the leases will be extended. The timing of these payments would be as follows:
Discount rate
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case
for the leases in the Group, the lessee's incremental borrowing rate (IBR) is used, being the rate that the individual lessee would have to pay to
borrow the funds necessary to obtain an asset of similar value to the right of use asset in a similar economic environment with similar terms and
conditions. In order to determine IBR, the Group usually uses third party financing that it is received by the individual lessee and makes adjustments
to reflect changes in financing conditions, since third party financing was received. Also, it makes judgements specific to the lease, such as term,
country, currency and security.
The following amounts that related to leases are recognised in the consolidated income statement:
The total cash outflow for the leases in 2020 was €18,739 thousand (2019: €18,885 thousand).
Extension and termination options
The maturity analysis of lease liabilities is disclosed in note 35.
Group as a lessee
The Group has various lease contracts for offices, terminals, machinery, vehicles, computer hardware and other equipment. Rental contracts are
typically made for fixed periods of 1 to 30 years, but may have extension or termination options. Lease terms are negotiated on an individual basis
and contain a wide range of different terms and conditions. There are leases with fixed increases and others where the increase is based on changes
in price indices.
The consolidated statement of financial position includes the following balances related to lease contracts:
Balances of right-of-use assets (note 11)
Balances of lease liabilities
In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise extension options
and the extension options are only included in the lease term if the lease is reasonably certain to be extended. Extension option which are
reasonably certain to be exercised mainly concern assets which are of strategic importance for the operations of the Group and are not easily
replaceable, without incurring significant relocation costs and disruption of the business such as terminals, ready-mix sites and heavy equipment.
The assessment of reasonably certainty is only revised if a significant event or a significant change in circumstances occurs, which affects this
assessment, and is within the control of the lessee (note 2.5).
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(all amounts in Euro thousands)
Long-term borrowings Short-term borrowings
Lease liabilities
Derivatives and interim
settlements
Total
Year ended 31 December 2019
Opening balance 736,073 203,689 11,873 -889 950,746
Cash flows 69,730 -210,854 -15,936 -18,732 -175,792
Acquisition of leases - - 6,848 - 6,848
Change in accounting policy - - 59,231 - 59,231
Changes in fair value - - - 16,491 16,491
Transfer among financial liabilities -39,496 39,496 - - -
Charged in the finance expenses 2,397 58,086 - - 60,483
Other changes - -227 -298 -556 -1,081
Currency translation differences on transactions designated as part of
net investment in foreign operation
-3,072 -7,212 - - -10,284
Exchange differences 11,062 7,162 1,438 543 20,205
Ending balance 776,694 90,140 63,156 -3,143 926,847
Year ended 31 December 2020
Opening balance 776,694 90,140 63,156 -3,143 926,847
Cash flows 140,938 -216,389 -15,967 30,021 -61,397
Acquisition of leases - - 13,979 - 13,979
Changes in fair value - - - -29,994 -29,994
Transfer among financial liabilities -286,421 286,421 - - -
Charged in the finance expenses 1,809 48,487 - - 50,296
Cash flow hedge - - - 48 48
Currency translation differences on transactions designated as part of
net investment in foreign operation
1,200 3,858 - - 5,058
Exchange differences -6,048 -6,861 -4,153 534 -16,528
Ending balance 628,172 205,656 57,015 -2,534 888,309
34. Changes in liabilities arising from financing activities
TITAN Cement Group
Integrated Annual Report 2020
182
35. Financial risk management objectives and policies
(all amounts in Euro thousands)
< 1 month
1 to 6 months
6 to 12
months
1 to 5 years >5years Total
Borrowings 655 200,199 13,327 441,712 254,038 909,930
Lease liabilities (note 33)
2,079 6,760 9,663 29,722 17,551 65,774
Derivative financial instruments 1,224 - 3,889 - - 5,113
Payables from interim settlement of derivatives
12,957 - - 2,291 - 15,248
Other non-current liabilities - - - 4,777 - 4,777
Trade and other payables 127,241 128,291 4,190 - - 259,722
144,156 335,249 31,069 478,502 271,589 1,260,564
Borrowings 2,587 34,228 69,723 818,942 - 925,480
Lease liabilities (note 33)
1,837 7,009 8,107 36,152 22,519 75,624
Derivative financial instruments 2,692 - - 11,084 - 13,776
Payables from interim settlement of derivatives
1,092 - - - - 1,092
Other non-current liabilities - - - 43,294 - 43,294
Trade and other payables 135,832 87,751 21,101 - - 244,684
144,040 128,988 98,931 909,472 22,519 1,303,950
In August 2018, Titan America LLC (TALLC) entered into new cross currency interest rate swap agreements (CCS) that expire in November 2024.
The derivatives hedge the interest payments and the foreing currency exposure created by the new €150 million 7-year, fixed rate loan that TALLC
borrowed from TGF in December 2017.
On 31.12.2020, the total net balance of the aforementioned CCS and short-term forwards, which is calculated by taking into account the fair values
and the interim settlemens of all derivatives contracts, was equal to an asset of €2,581 thousand (31.12.2019: €3,143 thousand) (note 36).
Year ended 31 December 2019
Borrowings include the floating and fixed rate outstanding principal at year-end plus accrued interest up to maturity and the amounts that are described as "less than 1 month" are on demand short-
term uncommitted facilities and interest accruals.
b) Market risk
Market risk comprises three main types of risk: currency risk, price risk, such as commodity risk and interest rate risk.
Group exposure to exchange rate (FX) risk derives from existing or expected cash flows denominated in currencies other than the Euro (imports /
exports) and from international investments.
FX risks are managed using natural hedges, FX derivatives / swaps and FX forwards. Borrowings denominated in the same currency as the assets
that are being financed and these create a natural hedge for investments in foreign subsidiaries exposed to FX conversion risk.
However, part of the financing of Group activities in the USA, Egypt, Albania and Turkey, is in different currencies (Euro) than their functional ones.
Their refinancing in local currencies, along with FX hedging transactions, are examined at regular intervals.
During the year 2020, TALLC entered into various short-term forward contracts, in order to hedge foreign currency risk arising from financial
liabilities in Euro. Particularly, TALLC has rollovered the hedges of EUR/USD forward contracts of €228.8 million loan agreements with maturity
January 2021.
Financial Risk Factors
The Group, by nature of its business and geographical positioning, is exposed to financial risks. The Group’s overall financial risk is managed by
Group Finance and Treasury units, aiming to minimize the potential unfavorable impact arising from the markets’ fluctuations on Group’s financial
performance. The Group does not engage in speculative transactions or transactions which are not related to its commercial, investing or
borrowing activities.
a) Liquidity risk
The Group, in addition to its operating cash flows, maintains sufficient cash and other liquid assets, as well as extensive committed credit lines
with several international banks to ensure the fulfilment of its financial obligations. Group Treasury controls Group funding as well as the
management of liquid assets.
The table below summarizes the maturity profile of financial and lease liabilities at 31 December 2020 & 2019 based on contractual undiscounted
payments.
Year ended 31 December 2020
Financial
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Management
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35. Financial risk management objectives and policies (continued)
(all amounts in Euro thousands)
Foreign Currency
Increase/ Decrease of
Foreign Currency vs. €
Effect on Profit
Before Tax Effect on equity
5% 3,803 24,179
-5% -3,441 -21,876
5% 964 1,373
-5% -872 -1,242
5% -2,141 12,446
-5% 1,937 -11,260
5% 195 287
-5% -176 -260
5% -352 4,492
-5% 318 -4,064
5% 449 3,557
-5% -407 -3,218
5% 156 5,882
-5% -141 -5,321
5% 3,822 23,574
-5% -3,458 -21,329
5% 778 1,374
-5% -703 -1,243
5% -1,587 16,122
-5% 1,436 -14,587
5% 64 243
-5% -58 -220
5% -613 6,231
-5% 554 -5,638
5% 254 3,245
-5% -230 -2,936
5% -72 8,076
-5% 66 -7,307
Sensitivity analysis in foreign exchange rate changes
Year ended 31 December 2019
RSD
EGP
GBP
TRY
USD
The following table demonstrates the sensitivity of the Group’s profit before tax and the Group’s equity to reasonable changes in the USΑ Dollar,
Serbian Dinar, Egyptian Pound, British Pound, Turkish Lira, Albanian Lek and Brazilian Real floating exchange rates, with all other variables held
constant:
ALL
BRL
USD
RSD
EGP
GBP
ALL
BRL
TRY
Year ended 31 December 2020
TALLC designated a cash flow hedge relationship between the purchase and the forward contract. At the inception of the hedging relationship,
TALLC formally documented the risk management objective and strategy for undertaking the hedge. On 31.12.2020, TALLC, and therefore the Group,
had recognized a fair value loss of €47 thousand in other comprehensive income, with no amounts that were related to the hedge recognized in the
consolidated income statement.
The ratio of fixed to floating rates of the Group’s net borrowings is determined by market conditions, Group strategy and financing requirements.
Occasionally interest rate derivatives may be used to mitigate the relevant risk and balance the mix of fixed and floating rates of the Group’s
borrowings.
On 31 December 2020, the Group’s ratio of fixed to floating interest rates, taking into account outstanding cross currency swaps and interest rate
swaps, stood at 93%/7% (31 December 2019: 92%/8%).
Note: Calculation of "Effect on Profit before tax" is based on year average FX rates; calculation of "Effect on Equity" is based on year end FX rate changes.
In October 2020, TALLC entered into a base 1-year natural gas purchase contract for a total of 2,543 MMBtu’s through October 2021. The purchase
price is comprised of floating NYMEX and fixed Basis components. In December 2020, it also entered into a natural gas forward purchase contract to
fix a portion of the monthly NYMEX component of its natural gas costs for the duration of the 1-year purchase contract.
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35. Financial risk management objectives and policies (continued)
Interest rate
variation
Effect on profit
before tax
(+/-) (-/+)
EUR 1.0% 14
USD 1.0% -
BGN 1.0% -
EGP 1.0% 374
ALL 1.0% 209
TRY 1.0% 14
EUR 1.0% -
USD 1.0% 2,279
BGN 1.0% -
EGP 1.0% 604
ALL 1.0% 101
TRY 1.0% 37
2020 2019
628,172 776,694
38,821 46,126
205,656 90,140
18,194 17,030
890,843 929,990
206,438 90,388
684,405 839,602
286,231
267,133
1,412,250 1,453,628
1,266,683 1,409,791
The impact of interest rate volatility is limited in the income statement and cash flow from operating activities of the Group, as shown in the
sensitivity analysis table below:
Interest rate trends and the duration of the Group’s financing needs are monitored on a forward looking basis. Consequently, decisions about the
duration and the mix between fixed and floating rate debt are taken on an ad-hoc basis.
d) Capital management
The primary objective of the Group’s capital management is to ensure that it maintains healthy capital ratios in order to support its operations and
maximize shareholder value.
The Group manages its capital structure conservatively with the leverage ratio, as this is shown from the relationship between total liabilities and
total equity as well as net debt and earnings before interest, taxes, depreciation, amortization and impairment (EBITDA). Titan's policy is to maintain
leverage ratios in line with an investment grade profile.
(all amounts in Euro thousands)
Sensitivity analysis of Group's borrowings due to interest rate changes
Year ended 31 December 2020
Year ended 31 December 2019
Note: Table above excludes the positive impact of interest received from deposits.
The Group includes within net debt, interest bearing loans, borrowings and lease liabilites, less cash and cash equivalents.
c) Credit Risk
The Group has no significant concentrations of credit risk. Trade accounts receivable consist mainly of a large, widespread customer base. All Group
companies monitor the financial position of their debtors on an on-going basis.
When considered necessary, additional collateral is requested to secure credit. Provisions for impairment losses are made for special credit risks. As
at 31 December 2020, there are no outstanding doubtful significant credit risks which are not already covered by a provision for doubtful receivables.
Credit risk arising from financial institutions’ inability to meet their obligations towards the Group deriving from placements, investments and
derivatives, is mitigated by pre-set limits on the degree of exposure to each individual financial institution as well as by utilizing the collateral
mechanism of credit support agreements (CSA Agreements). These pre-set limits are set in accordance to the Group Treasury policies. At 31
December 2020, the Group’s majority financial assets and derivative financial instruments were held with investment grade financial institutions
with pre-agreed credit support agreements.
As at 31 December 2020, the Group’s cash and cash equivalents were held at time deposits and current accounts in financial institutions that most of
them are highly rated. Note 21 includes an analysis on cash & cash equivalents.
(all amounts in Euro thousands)
Long-term borrowings (note 32)
Long-term lease liabilities (note 33)
Less: cash and cash equivalents (note 21)
Total equity
Net Debt
Short-term borrowings (note 32)
Short-term lease liabilities (note 33)
Debt
Earnings before interest, taxes, depreciation, amortization and impairment (EBITDA)
Total liabilities
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36. Financial instruments and fair value measurement
(all amounts in Euro thousands)
2020 2019 2020 2019
Financial assets
At amortised cost
Other non-current financial assets 6,275 5,521 6,275 5,521
Trade receivables 107,964 111,850 107,964 111,850
Cash and cash equivalents 206,438 90,388 206,438 90,388
Other current financial assets 36,831 34,309 36,831 34,309
Fair value through profit and loss
Derivative financial instruments - non current 2,291 - 2,291 -
Receivables from interim settlement of derivatives - non current - 12,937 - 12,937
Other non-current financial assets 181 181 181 181
Derivative financial instruments - current 16,462 1,245 16,462 1,245
Receivables from interim settlement of derivatives - current
4,142 3,829 4,142 3,829
Other current financial assets 30 30 30 30
Financial liabilities
At amortised cost
Long term borrowings 628,172 776,694 645,374 801,245
Other non-current financial liabilities 16 41,470 16 41,470
Short term borrowings 205,656 90,140 208,137 90,140
Other current financial liabilities 256,486 241,344 256,486 241,344
Fair value through other comprehensive income
Derivative financial instruments - current 47 - 47 -
Fair value through profit and loss
Derivative financial instruments - non current - 11,084 - 11,084
Payables from interim settlement of derivatives - non current
2,291 - 2,291 -
Derivative financial instruments - current 5,066 2,692 5,066 2,692
Payables from interim settlement of derivatives - current
12,957 1,092 12,957 1,092
(all amounts in Euro thousands)
Fair value of
derivatives
Interim
settlement of
derivatives
Net balance
Balance at 31 December 2020
Forwards - expired in 2021 15,238 -11,977
3,261
Natural gas forwards - expired in 2021 -47 -
-47
Cross currency swaps - expired in 2024 -1,551 871
-680
13,640 -11,106
2,534
Balance at 31 December 2019
Forwards - expired in 2020 -1,447 2,737
1,290
Cross currency swaps - expired in 2024 -11,084 12,937
1,853
-12,531 15,674
3,143
Set out below is a comparison by category of carrying amounts and fair values of the Group’s financial instruments.
Carrying amount Fair value
The next table shows the gross amounts of the aforementioned derivative financial instruments in relation with their interim settlement, that is
received or paid, as they are representing in the statements of financial position as at 31.12.2020 and 31.12.2019, in order to summarize the total net
position of the Group.
Offsetting derivative financial instruments with interim settlement of derivatives
On 31.12.2020, the Group subsidiary in U.S.A., Titan America LLC (TALLC), has in force cross currency interest rate swap agreements (CCS) and EUR-
USD forward contracts in order to hedge foreign currency risk or/and interest rate risk created by loans with the Group subsidiary Titan Global
Finance PLC.
Note: Derivative financial instruments consist of fx forwards, cross currency interest rate swaps (CCS), interest rate swaps (IRS), natural gas forwards and interim settlements for derivatives that
consist of cash, which covers fluctuations in the market value of the aforementioned derivatives.
The management assessed that the cash and cash equivalents, trade receivables, trade payables, bank overdrafts and other current liabilities
approximate their carrying amounts largely due to the short-term maturities of these instruments.
Asset /(Liability)
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Integrated Annual Report 2020
186
Fair value hierarchy
(all amounts in Euro thousands)
2020 2019
Assets
Investment property 11,720 11,628 Level 3
Other financial assets at fair value through profit and loss
211 211 Level 3
Derivative financial instruments 18,753 1,245 Level 2
Receivables from interim settlement of derivatives 4,142 3,829 Level 2
Liabilities
Long-term borrowings 612,463 671,189 Level 2
Long-term borrowings 32,911 130,056 Level 3
Short-term borrowings 170,196 - Level 2
Short-term borrowings 37,941 90,140 Level 3
Derivative financial instruments 5,113 13,776 Level 2
Payables from interim settlement of derivatives 15,248 1,092 Level 2
For the majority of the borrowings in level 3, the fair values are not materially different from their carrying amounts, since the interest payable on
those borrowings is either close to current market rates, or the borrowings are of a short-term nature.The fair values of non-current borrowings in
level 3 are based on discounted cash flows using a borrowing rate that is prevailed in current market condition.
Level 2 derivative financial instruments comprise fx forwards, cross currency interest rate swaps, interest rate swaps and natural gas forwards. Τhe
Group use a variety of methods and make assumptions that are based on market conditions existing at each reporting date. The aforementioned
contracts have been fair valued using: a) forward exchange rates that are quoted in the active market and b) forward interest rates extracted from
observable yield curves.
Level 3 other financial assets at fair value through profit and loss refer mainly to investments in foreign property funds in which the Group owns an
insignificant percentage. Their valuation is made based on their financial statements, which present the assets at fair value.
There were no transfers between level 1 and 2 fair value measurements during the period and no transfers into or out of level 3 fair value
measurements during 2020.
The fair value of level 3 investment property is estimated by the Group by external, independent, certified valuators. The fair value measurement of
the investment property has been mainly conducted in accordance with the comparative method, or the current market values of similar properties.
The main factors that were taken into consideration, are the property location, the surface area, the local urban planning, the bordering road
networks, the regional infrastructure, the property maintenance status and merchantability, the technical construction standards in the case of
buildings and the impact of environmental issues if any.
The fair value of the financial assets and liabilities is the amount at which the instrument could be exchanged in a current transaction between
willing parties, other than a forced liquidation or sale. The following methods and assumptions were used to estimate the fair values:
For long and short term borrowings in level 2, the evaluation of their fair value is based on parameters such as interest rates, specific country risk
factors, or price quotations at the reporting date. Specifically, they are used quoted market prices, or dealer quotes for the specific or similar
instruments.
The following table provides the fair value measurement hierarchy of the Group's assets and liabilities.
Fair value
36. Financial instruments and fair value measurement (continued)
The Group uses the following hierarchy for determining and disclosing the fair value of the assets and liabilities by valuation method:
Level 1: based on quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2: based on valuation techniques whereby all inputs having a significant effect on the fair value are observable, either directly or indirectly and
includes quoted prices for identical or similar assets or liabilities in markets that are not so much actively traded.
Level 3: based on valuation techniques whereby all inputs having a significant effect on the fair value are not observable market data.
Fair value hierarchy
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37. Fiscal years unaudited by tax authorities
(1)
Τitan Cement Company S.A
2015-2020 Stari Silo Company DOO 2008-2020
(1)
Albacem S.A.
2015-2020 Cementara Kosjeric AD 2009-2020
(1)
Interbeton Construction Materials S.A. 2015-2020
TCK Montenegro DOO
2007-2020
(1)
Intertitan Trading International S.A. 2015-2020
Double W & Co OOD
2018-2020
(1)
Vahou Quarries S.A.
2015-2020
Granitoid AD
2007-2020
(1)
Gournon Quarries S.A.
2015-2020
Gravel & Sand PIT AD
2005-2020
(1)
Quarries of Tagaradon Community S.A. 2015-2020
Zlatna Panega Beton EOOD
2008-2016
(1)
Aitolika Quarries S.A.
2015-2020
Zlatna Panega Cement AD
2010-2020
(1)
Sigma Beton S.A.
2015-2020
Titan Investment EAD 2017-2019
(1)
Titan Atlantic Cement Industrial and Commercial S.A.
2015-2020 Cement Plus LTD 2014-2020
(1)
Titan Cement International Trading S.A. 2015-2020
Rudmak DOOEL
2006-2020
Titan Cement International S.A. 2019-2020 Esha Material LLC
2016-2020
Aemos Cement Ltd
2012-2018
Esha Material DOOEL
2016-2020
Alvacim Ltd
2013-2020
ID Kompani DOOEL 2015-2020
Iapetos Ltd
2012-2020
Opalit DOOEL 2020
Themis Holdings Ltd
2012-2020
Usje Cementarnica AD
2009-2020
Feronia Holding Ltd
2012-2020
Titan Cement Netherlands BV
2010-2020
Vesa DOOL
2006-2020
Alba Cemento Italia, SHPK
2015-2020
Trojan Cem EOOD 2010-2020
Antea Cement SHA
2020
(2)
Titan Global Finance PLC 2019-2020
Sharr Beteiligungs GmbH
2014-2020
Salentijn Properties1 B.V.
2007-2020
Kosovo Construction Materials L.L.C.
2010-2020
Titan Cement Cyprus Limited
2017-2020
Sharrcem SH.P.K.
2017-2020
KOCEM Limited 2012-2020
Alexandria Development Co.Ltd
2019-2020
Fintitan SRL
2015-2020 Alexandria Portland Cement Co. S.A.E 2010-2020
Cementi Crotone S.R.L. 2013-2020
Beni Suef Cement Co.S.A.E.
2011-2020
Cementi ANTEA SRL 2010-2020
East Cement Trade Ltd
2006-2020
Colombus Properties B.V. 2010-2020 Titan Beton & Aggregate Egypt LLC 2009-2020
Brazcem Participacoes S.A. 2016-2020 Titan Egyptian Inv. Ltd
2019-2020
Adocim Cimento Beton Sanayi ve Ticaret A.S. - Green Alternative Energy Assets EAD 2012-2020
Adocim Marmara Cimento Beton Sanayi ve Ticaret A.S. -
GAEA Zelena Alternative Enerjia DOOEL 2013-2020
Aeas Netherlands B.V. 2010-2020
GAEA Enerjia Alternative e Gjelber Sh.p.k. 2015-2020
Titan Cement U.K. Ltd
2015-2020
GAEA -Green Alternative Energy Assets 2016-2020
(3)
Τitan Αmerica LLC
2017-2020
(3)
Arresa Marine Co
-
Separation Technologies Canada Ltd
2016-2020
Tithys Holdings Limited 2020
38. Reclassifications
Moreover, the following reclassifications were made in the consolidated statement of financial position on 31.12.2019: 1) the amount of €4,353
thousand was transferred from "property, plant and equipment" to "intangible assets", 2) the amount of €7,869 thousand was transferred from
"other non-current liabilities" to non-current "provisions", 3) the amount of €5,510 thousand was transferred from "trade and other payable" to
current "provisions" and 4) the amount €3,863 of "interest payable" was incorporated into the account "short-term borrowings". All these
changes were made in order the consolidated statement of financial position on 31.12.2019 to be comparable with the statement of financial
position on 31.12.2020 without changing prior year's net assets, non-controlling interest, revenue, profit before or after taxes.
(1) For the fiscal years 2015-2019 Certified Auditors Accountants tax audited the above companies and issued tax certificates without qualifications, according to the article 65A, par. 1 of L.
4174/2013.
(2) As per UK tax legislation, HMRC could address any enquiry only for the years 2019 – 2020 which remain open to enquiry without the need for a discovery assessment.
(3) Companies operating in the U.S.A. are incorporated in the Titan America LLC subgroup (note 16).
(4) Under special tax status.
In order the consolidated income statement of 2019 to be comparable with the corresponding income statement of 2020, the following
reclassification took place: 1) "net finance costs" increased by €3,947 thousand and 2) "loss from foreign exchange differences" decreased by
€3,947 thousand. The changes were made without impacted the Group's "profit before taxes" and "profit after taxes".
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Integrated Annual Report 2020
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39. COVID-19 implications
40. Events after the reporting period
On 11 March 2020, the World Health Organization declared the COVID-19 outbreak to be a pandemic in recognition of its spread across the globe.
With the rapid development of the Coronavirus disease outbreak, the world economy entered into a period of unprecedented health care crisis that
has already caused considerable global disruption in business activities and everyday life.
In this specific context, the Group’s priority has been first of all to safeguard its people and its operations against COVID-19. In close cooperation
with medical specialists, guidelines were quickly prepared, and action plans were implemented at all Group’s sites, engaging employees,
contractors, customers, and external service providers. In all operations, risk assessment and contingency plans were enforced, local guidelines
were drawn up, hygiene measures were increased, and medical and psychological support were provided. Furthermore, the Group transitioned
swiftly to remote working and being proactive in reducing or cancelling travel and large meetings and events. Additional protective measures were
also taken for people working on-site, such as reducing the number of employees working physically at sites, rearranging shifts, providing
temperature scanning, increasing sanitization and offering PCR testing.
Subsequently, the Group re-examined its estimations and assumptions used in various accounting analyses to include the uncertainty caused by
the COVID-19 pandemic. With the updated accounting estimates and management judgements, the Group performed at the year-end the
impairment test of goodwill, measured the net realizable value of inventories, tested the collectability of financial assets and calculated the
recoverability of deferred tax assets.
For the purpose of goodwill impairment testing, the Group used adjusted cash flows projections based on revised financial budgets to calculate the
value-in-use and thus the recoverable amount of its cash generated units (note 13). This year-end goodwill impairment testing process resulted in
no impairment of goodwill that was related to uncertainty caused by the COVID-19 disease.
For the purpose of measuring net realizable value of inventories, the Group calculated the allowance for obsolete or slow-moving inventory based
on consistently applied write off rules and concluded that none of the allowance recognised in 2020 consolidated income statement was related to
the economic consequences of the pandemic.
On 22.3.2021, the Board of Directors decided the cancellation of 4,122,393 own shares representing 5% of the Company’s voting rights. The
cancellation is expected to be completed by the end of the 2nd quarter of 2021, according to the procedure provided by Belgian law.
For reassessing trade and other receivables allowances, the Group used provisional rates based on, among others, revised forecasts of future
economic conditions, in addition with specific information for individual receivables. The reassessment showed that the recoverability of the
receivables was not affected significantly due to the revision of the near-future economic projections.
For deferred tax assets, the Group reviewed forecasted taxable profits (note 8) and concluded that deferred tax assets should not be reduced as a
result of the pandemic’s economic implications.
The impact of the COVID-19 pandemic on the Group was clearly less severe than what was initially expected. Overall construction activity escaped
the full brunt of the downturn, being allowed to continue as an essential activity in most of the Group’s operating countries.
Finally, a governmental measure applicable in the USA allowed the Group’s subsidiary, Titan America LLC (TALLC), to accelerate the refund of €3.8
mil. of outstanding alternative minimum tax credits. Originally, these tax credits would have been refunded in equal payments in 2021 and 2022,
but are now expected to be fully refunded in 2021. Another measure in USA has allowed TALLC to defer certain payroll taxes amounted to €2.9 mil..
Payment of all deferred 2020 funds will occur equally in December 2021 and December 2022.
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(all amounts in Euro thousands)
2020 2019
Operating income 4,296 1
Operating charges -9,457 -6,876
Operating loss -5,161 -6,875
Financial result 1,799 -1,481
Profit/(loss) for the period before taxes -3,362 -8,356
Income taxes -1 -1
Profit/(loss) for the period -3,363 -8,357
Year ended 31 December
Income Statement
This is an abbreviated version of the parent company's Financial Statements. A full version of the accounts (included the auditors report), that will be filled with the BNB/NBB, is available on the
Company's website www.titan-cement.com and can be obtained free of charge.
Parent Company Separate Summarized Financial
Statements
TITAN Cement Group
Integrated Annual Report 2020
190
(all amounts in Euro thousands)
December 31, 2020 December 31, 2019
Assets
Fixed assets
Formation expenses 6,062 7,722
Intangible assets 41
Tangible assets 225 129
Financial fixed assets
Participating interests 1,443,069 1,503,182
Other financial fixed assets 27 15
Total financial fixed assets 1,443,096 1,503,197
Total fixed assets 1,449,424 1,511,048
Current assets
Amounts receivable within one year 4,614 40
Treasury shares 3,585
Cash at bank and in hand 267 418
Deferred charges and accrued income 119 160
Total current assets 8,585 618
Total assets 1,458,009 1,511,666
Equity and liabilities
Equity
Capital 1,159,348 1,159,348
Share premium 15,320 15,320
Reserves 135,648 135,648
Retained (losses)/earnings -11,720 -8,357
Total equity 1,298,595 1,301,959
Provisions and deferred taxes 329 1,861
Amounts payable
Amounts payable after more than one year
Financial debt - 56,000
Other amounts payable 100,709 133,510
Total amounts payable after more than one year 100,709 189,510
Amounts payable within one year
Financial debt 19,780 83
Trade debts 3,505 777
Taxes, remunerations and social security 1,148 922
Other amounts payable 33,870 16,490
Total amounts payable within one year 58,303 18,272
Accruals and deferred income 72 64
Total amount payables 159,084 207,846
Total equity and liabilities 1,458,009 1,511,666
Statutory Balance Sheet After Appropriation
This is an abbreviated version of the parent company's Financial Statements. A full version of the accounts (included the auditors report), that will be filled with the BNB/NBB, is available on
the Company's website www.titan-cement.com and can be obtained free of charge.
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Declaration by the persons responsible
The Board of Directors hereby declares that, to the best of their knowledge:
a. The financial statements, prepared in accordance with International Reporting Standards (IFRS), give a true and fair view of the assets,
liabilities, financial position and profit or loss of the issuer and of the entities included in the consolidation;
b. The management report includes a fair review of the development and performance of the business and the position of the issuer and
of the entities included in the consolidation, together with a description of the main risks and uncertainties that these entities face.
For the Board of Directors,
8/4/2021
Chairman of the Board of Directors Managing Director- Group CFO
Efstratios- Georgios (Takis) Arapoglou Michael Colakides
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Integrated Annual Report 2020
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PwC Bedrijfsrevisoren BV - PwC Reviseurs d'Entreprises SRL - Financial Assurance Services
Maatschappelijke zetel/Siège social: Woluwe Garden, Woluwedal 18, B-1932 Sint-Stevens-Woluwe
T: +32 (0)2 710 4211, F: +32 (0)2 710 4299, www.pwc.com
BTW/TVA BE 0429.501.944 / RPR Brussel - RPM Bruxelles / ING BE43 3101 3811 9501 - BIC BBRUBEBB /
BELFIUS BE92 0689 0408 8123 - BIC GKCC BEBB
STATUTORY AUDITOR'S REPORT TO THE GENERAL SHAREHOLDERS’ MEETING
TITAN CEMENT INTERNATIONAL SA ON THE CONSOLIDATED ACCOUNTS FOR THE
YEAR ENDED 31 DECEMBER 2020
We present to you our statutory auditor’s report in the context of our statutory audit of the consolidated
accounts of Titan Cement International SA (the “Company”) and its subsidiaries (jointly “the Group”).
This report includes our report on the consolidated accounts, as well as the other legal and regulatory
requirements. This forms part of an integrated whole and is indivisible.
We have been appointed as statutory auditor by the general meeting d.d. 13 May 2019, following the
proposal formulated by the board of directors. Our mandate will expire on the date of the general
meeting which will deliberate on the annual accounts for the year ended 31 December 2021. We have
performed the statutory audit of the Company’s consolidated accounts for the second consecutive
year.
Report on the consolidated accounts
Unqualified opinion
We have performed the statutory audit of the Group’s consolidated accounts, which comprise the
consolidated statement of financial position as at 31 December 2020, the consolidated income
statement, the consolidated statement of comprehensive income, the consolidated statement of
changes in equity and the consolidated cash flow statement for the year then ended, and notes to the
consolidated financial statements, including a summary of significant accounting policies and other
explanatory information, and which is characterised by a consolidated statement of financial position
total of EUR 2,678,933 thousand and a profit for the year attributable to equity holders of the parent of
EUR 1,518 thousand.
In our opinion, the consolidated accounts give a true and fair view of the Group’s net equity and
consolidated financial position as at 31 December 2020, and of its consolidated financial performance
and its consolidated cash flows for the year then ended, in accordance with International Financial
Reporting Standards as adopted by the European Union and with the legal and regulatory
requirements applicable in Belgium.
Basis for unqualified opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs) as applicable in
Belgium. Furthermore, we have applied the International Standards on Auditing as approved by the
IAASB which are applicable to the year-end and which are not yet approved at the national level. Our
responsibilities under those standards are further described in the “Statutory auditor’s responsibilities
for the audit of the consolidated accounts” section of our report. We have fulfilled our ethical
responsibilities in accordance with the ethical requirements that are relevant to our audit of the
consolidated accounts in Belgium, including the requirements related to independence.
We have obtained from the board of directors and Company officials the explanations and information
necessary for performing our audit.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
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Key audit matter
A key audit matter is a matter that, in our professional judgment, was of most significance in our audit
of the consolidated accounts of the current period. This matter was addressed in the context of our
audit of the consolidated accounts as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on this matter.
Impairment of goodwill, intangible assets, investments in Joint Ventures and PP&E
Description of the key audit matter
Titan Cement International Group carries significant values of property plant and equipment (PP&E),
goodwill, intangible assets and investments in joint ventures on the balance sheet amounting to EUR
1,529 million, 268 million, 84 million and 78 million respectively as at 31 December 2020 as detailed in
disclosure notes 11, 13, 14 and 15.
As required by the International Accounting Standard (‘IAS 36’), as endorsed by the EU, the Group is
required to test the amount of goodwill and indefinite useful life intangible assets for impairment at
least annually. IAS 36 also requires that assets subject to depreciation are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount may not be
recoverable. International Accounting Standard (‘IAS 28’) states that investments in joint ventures are
assessed for impairment where indicators of impairment are present. The recoverable amount of the
joint venture is determined in accordance with IAS 36.
Goodwill, intangible assets, investment in joint ventures and property, plant and equipment are
allocated to cash generating units (CGUs). Management determines the recoverable amount for each
CGU as the higher of fair value less costs to sell and value in use. The calculation of the recoverable
amount of each CGU requires judgements applied by Management.
We consider this matter to be of most significance because of the complexity of the assessment
process and significant judgments in respect of assumptions about the future results of the business
and the discount rates applied to future cash flow forecasts. The most important assumptions relate to
the discount rate, sales volume and selling price evolutions, perpetual growth rates and operating
margins. We focused on the Egypt, Turkey and Brazil CGUs because they are most sensitive to
changes in key assumptions.
Following management’s assessment, an impairment loss on goodwill of EUR 46,6 million was
recognised in the consolidated income statement as at 31 December 2020 in relation to the Egypt
CGU (note 13).
How our audit addressed the key audit matter
We evaluated management’s overall impairment testing process including assessing the process by
which the value in use models are reviewed and approved.
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We evaluated the appropriateness of the use of the forecast period for the value in use calculation of
the CGUs.
We assessed the reliability of management’s estimates by comparing actual performance against
previous forecasts.
We tested the Group’s key assumptions for growth rates, sales volumes, selling prices and gross
margins in the future cash flow forecasts by comparing them to locally industry trends and
assumptions made in the prior years and agreed them to approved financial budgets.
We critically assessed and checked the assumptions related to the long-term growth rates, by
comparing them to industry forecasts and historical growth rates.
We compared operating margin, working capital- and CAPEX percentages with past actuals.
We compared the weighted average cost of capital (“WACC”) to the cost of capital and debt of the
Group and comparable companies, as well as considering territory specific factors.
We tested the calculation method used and the accuracy thereof.
We evaluated the impact of alternative scenarios about discount rates, growth rates, selling prices and
gross margins on the recoverable amount of each CGU. We found that sufficient headroom remained
between the carrying value and the recoverable amount for all CGUs with the exception of Egypt for
which a goodwill impairment loss has been recognised accordingly.
Based on the procedures performed we considered management’s key assumptions to be within a
reasonable range and disclosures in the financial statements to be adequate.
Responsibilities of the board of directors for the preparation of the consolidated accounts
The board of directors is responsible for the preparation of consolidated accounts that give a true and
fair view in accordance with International Financial Reporting Standards as adopted by the European
Union and with the legal and regulatory requirements applicable in Belgium, and for such internal
control as the board of directors determine is necessary to enable the preparation of consolidated
accounts that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated accounts, the board of directors is responsible for assessing the Group’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the board of directors either intends to liquidate
the Group or to cease operations, or has no realistic alternative but to do so.
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Statutory auditor’s responsibilities for the audit of the consolidated accounts
Our objectives are to obtain reasonable assurance about whether the consolidated accounts as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these consolidated accounts.
In performing our audit, we comply with the legal, regulatory and normative framework applicable to
the audit of the consolidated accounts in Belgium. A statutory audit does not provide any assurance as
to the Group’s future viability nor as to the efficiency or effectiveness of the board of directors’ current
or future business management at Group level. Our responsibilities in respect of the use of the going
concern basis of accounting by the board of directors are described below.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the consolidated accounts, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control;
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Group’s internal control;
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the board of directors;
Conclude on the appropriateness of the board of directors’ use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Group’s ability to continue
as a going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our statutory auditor’s report to the related disclosures in the consolidated accounts
or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our statutory auditor’s report. However, future events or
conditions may cause the Group to cease to continue as a going concern;
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Evaluate the overall presentation, structure and content of the consolidated accounts, including
the disclosures, and whether the consolidated accounts represent the underlying transactions
and events in a manner that achieves fair presentation;
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities
or business activities within the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the Group
audit. We remain solely responsible for our audit opinion.
We communicate with the audit committee regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide the audit committee with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with the audit committee, we determine those matters that were of
most significance in the audit of the consolidated accounts of the current period and are therefore the
key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes
public disclosure about the matter.
Other legal and regulatory requirements
Responsibilities of the board of directors
The board of directors is responsible for the preparation and the content of the directors’ report on the
consolidated accounts and the other information included in the integrated annual report on the
consolidated accounts.
Statutory auditor’s responsibilities
In the context of our engagement and in accordance with the Belgian standard which is
complementary to the International Standards on Auditing (ISAs) as applicable in Belgium, our
responsibility is to verify, in all material respects, the directors’ report on the consolidated accounts
and the other information included in the integrated annual report on the consolidated accounts and to
report on these matters.
Aspects related to the directors’ report on the consolidated accounts and to the other
information included in the annual report on the consolidated accounts
In our opinion, after having performed specific procedures in relation to the directors’ report on the
consolidated accounts, this directors’ report is consistent with the consolidated accounts for the year
under audit and is prepared in accordance with article 3:32 of the Companies' and Associations' Code.
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In the context of our audit of the consolidated accounts, we are also responsible for considering, in
particular based on the knowledge acquired resulting from the audit, whether the directors’ report on
the consolidated accounts and the other information included in the annual report on the consolidated
accounts is materially misstated or contains information which is inadequately disclosed or otherwise
misleading. In light of the procedures we have performed, there are no material misstatements we
have to report to you.
The non-financial information required by virtue of article 3:32, §2 of the Companies' and Associations'
Code is included in the directors’ report on the consolidated accounts which is part of the section
“Management Report; ESG Performance statements” of the integrated annual report. The Company
has prepared the non-financial information, based on the UN Global Compact Communication on
Progress Guidelines, the Charter and Guidelines of the Global Cement and Concrete Association and
the UN SDGs 2030. However, in accordance with article 3:80, §1, 5° of the Companies' and
Associations' Code, we do not express an opinion as to whether the non-financial information has
been prepared based on the UN Global Compact Communication on Progress Guidelines, the Charter
and Guidelines of the Global Cement and Concrete Association and the UN SDGs 2030 as disclosed
in the directors’ report on the consolidated accounts.
Statement related to independence
Our registered audit firm and our network did not provide services which are incompatible with the
statutory audit of the consolidated accounts, and our registered audit firm remained independent
of the Group in the course of our mandate.
The fees for additional services which are compatible with the statutory audit of the consolidated
accounts referred to in article 3:65 of the Companies' and Associations' Code are correctly
disclosed and itemized in the notes to the consolidated accounts.
Other statements
This report is consistent with the additional report to the audit committee referred to in article 11 of
the Regulation (EU) N° 537/2014.
Sint-Stevens-Woluwe, 9 April 2021
The statutory auditor
PwC Reviseurs d'Entreprises SRL / PwC Bedrijfsrevisoren BV
Represented by
Marc Daelman
Réviseur d’Entreprises / Bedrijfsrevisor
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Independent Assurance Statement to the Board of Directors of Titan Cement International S.A.
ERM Certification and Verification Services Ltd. (ERM CVS) was engaged by Titan Cement International S.A. (TITAN
Group) to provide assurance in relation to the information set out below and presented in TITANs Integrated Annual
Report 2020 (the Report).
Engagement Summary
Assurance
Scope
1. Whether the following disclosures in the Report are fairly presented, in all material respects, with the
reporting criteria:
o Materiality assessment and stakeholder engagement” in section “Understanding TITAN” on
pages 16-17.
o Performance towards our 2020 sustainability targets” in section “Understanding TITAN” on
page 25
o The information and 2020 performance data disclosed in section “Management Report; ESG
performance overview on pages 72 to 79
o The Group data for the non-financial metrics relating to the period January 1 to December 31
2020 indicated within the assurance column in section “Management Report; ESG Performance
statements” in the tables: 2.2. “Environmental Performance Index” and 2.3. Social Performance
Index on pages 86 to 101.
2. Whether the relevant 2020 data and disclosures in the Report are aligned with the following GCCA
requirements:
Sustainability Charter (October 2019)
Sustainability Framework Guidelines (October 2019)
Sustainability Guidelines for co-processing fuels and raw materials in cement manufacturing
(October 2019)
Sustainability Guidelines for Quarry Rehabilitation and Biodiversity Management (May 2020)
Sustainability Guidelines for the monitoring and reporting of:
o Safety in cement and concrete manufacturing (February 2020) with extended application to
concrete and other related activities
o CO
2
emissions from cement manufacturing (October 2019)
o Emissions from cement manufacturing (October 2019)
o Water in cement manufacturing (October 2019)
3. Whether the Report meets the UN Global Compact criteria relating to a Communication on Progress
(COP) Advanced Level
Reporting
Criteria
GCCA requirements for the scope referenced above
UN Global Compact COP Advanced Level
And as presented in Table 2.5 TITAN Reporting Standards for the ESG Performance disclosures in 2020” in the
section “Management Report; ESG Performance statements
Assurance
Standard and
Level of
Assurance
International Standard on Assurance Engagements ISAE 3000 (Revised) Assurance Engagements other than
Audits and Reviews of Historical Financial Information’ issued by the International Auditing and Assurance
Standards Board (IAASAB) of the International Federation of Accountants (IFAC). This standard requires that we
comply with ethical, competence and quality requirements, and plan and perform the assurance engagement
to obtain a reasonable level of assurance.
Respective
Responsibilities
The Board of TITAN is responsible for preparing the Report and for the collection and presentation of the
disclosures covered by the scope of our engagement. Also for designing, implementing and maintaining
effective internal controls over the information and data.
ERM CVS’ responsibility is to provide an opinion, based on the assurance activities undertaken and exercising
our professional judgement, on whether the information covered by the scope of our engagement has been
prepared in accordance with the stated criteria. ERM CVS disclaims any liability for any decision a person or
entity may make based on this Assurance Statement.
Our opinion
We have audited selected ESG information in TITAN’s Integrated Annual Report 2020 as detailed under ‘Assurance Scope’ above.
In
our opinion:
1. The ESG performance disclosures and data in the Report as described under ‘Assurance Scope (1) above are fairly presented, in
all material respects, in accordance with the reporting criteria;
2. The relevant 2020 data and disclosures in the Report are aligned with the following GCCA requirements:
Sustainability Charter (October 2019)
Sustainability Framework Guidelines (October 2019)
Sustainability Guidelines for co-processing fuels and raw materials in cement manufacturing (October 2019)
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Sustainability Guidelines for Quarry Rehabilitation and Biodiversity Management (May 2020)
Sustainability Guidelines for the monitoring and reporting of:
o Safety in cement and concrete manufacturing (February 2020) with extended application to concrete and other
related activities
o CO
2
emissions from cement manufacturing (October 2019)
o Emissions from cement manufacturing (October 2019)
o Water in cement manufacturing (October 2019)
3. The Report meets the UN Global Compact criteria relating to a Communication on Progress (COP) Advanced Level.
Our reasonable assurance activities
We planned and performed our work to obtain sufficient and appropriate evidence to support our opinion, and to reduce the risk of a
material error or omission in the assured information to low, but not absolute. Our assurance procedures included, but were not
restricted to, the following activities:
A review of external media reports to identify relevant sustainability issues for TITAN in the reporting period;
A review of the suitability of the reporting criteria and related internal reporting processes, including conversion factors,
estimates and assumptions used;
An initial webex with TITAN Head Office in Athens, Greece to understand any (planned) changes to TITAN’s sustainability
strategy, the Report and related reporting systems and processes, internal controls and responsibilities in 2020;
Virtual visits to TITAN cement operations in Greece (Kamari) and Serbia (Kosjerić) to verify the source data underlying the 2020
data for the information in our assurance scope and to review local environmental and safety management, procurement
procedures, labour and human rights and stakeholder/community engagement. These two sites contributed c.16% of the
Group’s cement production and c.16% of net CO
2
emissions for the reporting year;
An assessment of the reports and conclusions of accredited third-party verification bodies relating to the verification of Scope 1
GHG emissions that fall within the scope of the EU emissions trading scheme (EU ETS). These provided coverage of an additional
c.16% of TITAN Group’s net CO
2
emissions (excluding Kamari to avoid double counting with sites visited);
An analytical review and substantive testing (on a sample basis) of the 2020 data submitted by all sites included in the
consolidated corporate data for the selected disclosures, and follow up and close out of our queries;
Substantive procedures relating to the consolidation of the 2020 data for the selected disclosures;
A second webex over two-days with TITAN Head Office in Athens, Greece to:
o review activities across the business during 2020 regarding stakeholder engagement and in relation to TITAN’s
identified material issues;
o test the effectiveness of internal controls in relation to the accuracy and completeness of the 2020 corporate
consolidated data for the indicators in the scope of our engagement;
o collect additional evidence through an extensive series of interviews with management representatives (including the
Chief Sustainability Officer, ESG department, Environment, Safety, Human resources, Finance, Procurement, Legal and
Internal Audit), and reviewed further evidence in underlying management and reporting systems such as the Global HR
Management System and documents including the minutes of meetings of governance bodies;
A review of the presentation of information relevant to the scope of our work in the Report to ensure consistency with our
findings.
The limitations of our engagement
We do not express any opinion on any other information in the Report or on TITAN’s website for the current reporting period, or on
the baseline values used for presenting performance against the 2020 targets. We do not provide any assurance on prospective
information including ambitions, plans, expectations or their achievability.
For previous periods (2016-2019) we refer to our Assurance Statements in the Integrated Annual Reports for those years in order to
understand the scope, activities and related opinions. The reliability of the assured 2020 data is subject to inherent uncertainties,
given the available methods for determining, calculating or estimating the underlying information so it is important to understand
our assurance opinion in this context.
Our independent assurance statement provides no assurance on the maintenance and integrity of TITAN’s website, including controls
used to achieve this or, in particular, whether any changes may have occurred to the information since it was first published.
Force Majeure COVID-19:
As a result of travel restrictions arising from the current global pandemic, we were unable to carry out our assurance activities as
originally planned and agreed with TITAN. In-person visits to operations and the head office were replaced with remote reviews
via teleconference and video calls for this year’s assurance engagement. Whilst we believe these changes do not affect our
reasonable assurance opinions above, we draw attention to the possibility that if we had undertaken in-person visits we may have
identified errors and omissions in the assured information that we did not discover through the alternative approach.
Ethics, independence, competence and quality control
ERM CVS is a member of the ERM Group and all employees are subject to ERM’s Global Code of business conduct and ethics. ERM
CVS is accredited by the United Kingdom Accreditation Service (UKAS) and our operating system is designed to comply with ISO
17021:2011
We have policies and procedures in place covering quality, independence and competency. In line with established best practice for
non-financial assurance, this engagement was undertaken by a team of assurance, EHS and sustainability professionals. The work that
ERM CVS conducts for clients is solely related to independent assurance activities and auditor training. Our established management
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Integrated Annual Report 2020
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processes are designed and implemented to ensure the work we undertake with clients is free from organisational and personal
conflicts of interest or bias.
ERM CVS and the staff that have undertaken this assurance engagement provide no consultancy related services to Titan Cement
International S.A. in any respect.
Beth Wyke
Partner, Head of Corporate Assurance
1 April 2021
ERM Certification and Verification Services, London
www.ermcvs.com; Email: post@ermcvs.com
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Glossary
Financial
CAPEX is defined as acquisitions of property, plant and
equipment, right of use assets, investment property and
intangible assets.
EBITDA corresponds to operating profit before impairment losses
on goodwill plus depreciation, amortization and impairment of
tangible and intangible assets and amortization of government
grands.
Net debt corresponds to the sum of long-term borrowings and
lease liabilities, plus short-term borrowings and lease liabilities
(collectively gross debt), minus cash and cash equivalents.
NPAT is defined as profit after tax attributable to equity holders
of the parent.
Operating free cash flow is defined as cash generated from
operations minus payments for CAPEX.
Operating profit before impairment losses on goodwill is
defined as profit before income tax, share of gain or loss of
associates and joint ventures, gains or losses from foreign
exchange differences, net finance costs, other income or loss and
impairment losses on goodwill.
Operating profit is defined as profit before income tax, share of
gain or loss of associates and joint ventures, gains or losses from
foreign exchange differences, net finance costs and other income
or loss.
ESG performance
Aqueduct: The World Resource Institute’s (WRI) Aqueduct Water
Risk Atlas is a publicly-available online global database of local-
level water risk indicators and a global standard for measuring
and reporting geographic water risk. The World Resources
Institute is a global, independent, non-partisan and non-profit
research organization, with mission to move human society to
live in ways that protect Earth’s environment and its capacity
to provide for the needs and aspirations of current and future
generations.
COP: The Communication on Progress is intended as a
mechanism to inform, in a standardized format of an annual
report, company stakeholders (e.g., investors, consumers, civil
society, and governments) on progress made in implementing
the Ten Principles of the United Nations Global Compact.
CSR Europe: The leading European business network for
Corporate Sustainability and Responsibility. The network
supports businesses and industry sectors in their transformation
and collaboration towards practical solutions and sustainable
growth. The ambition is the systemic change; therefore,
following the SDGs, the network seeks to co-build with the
European leaders and stakeholders an overarching strategy for a
Sustainable Europe 2030.
GCCA: The Global Cement and Concrete Association is a CEO-led
industry initiative established in 2018, representing the global
voice of the sector. The GCCA took over the role of the former
CSI Project of the WBCSD and has carried, since 1 January 2019,
the work programs and sustainable development activities of the
CSI, with key objectives to develop and strengthen the sector’s
contribution to sustainable construction across the value
chain, and to foster innovation in collaboration with industry,
associations and key experts-stakeholders.
IBAT: The Integrated Biodiversity Assessment Tool, developed
through a partnership of global conservation leaders including
BirdLife International, Conservation International and IUCN,
provides key decision-makers with access to critical information
on biodiversity priority sites, to inform decision-making
processes and address potential impacts.
IIRC: The International Integrated Reporting Council is a global
coalition of regulators, investors, companies, standard setters,
the accounting profession, academia and NGOs. The coalition
promotes communication about value creation as the next step
in the evolution of corporate reporting.
IIUCN: The International Union for Conservation of Nature is
a membership Union composed of both government and civil
society organizations, with mission to influence, encourage and
assist societies to conserve the integrity and diversity of nature
and to ensure that any use of natural resources is equitable and
ecologically sustainable.
RECODE: Pilot project where TITAN engages with the European
Union and collaborates with international stakeholders from
the industry and academia, the aim being to advance in climate
change-related innovation, and explore technical solutions for
reducing CO₂ emissions, while developing more sustainable
products.
SDGs: The Sustainable Development Goals are a collection of 17
global goals designed to be a "blueprint to achieve a better and
more sustainable future for all". The SDGs, set in 2015 by the
United Nations General Assembly and intended to be achieved by
the year 2030, are part of UN Resolution 70/1, the 2030 Agenda.
SASB: The Sustainability Accounting Standards Board is an
independent standards board that is accountable for the
due process, outcomes, and ratification of its standards, the
application of which (being the SASB’s mission) is to help
businesses around the world identify, manage and report on
sustainability topics that matter most to their investors.
TCFD: Established by the Financial Sustainability Board in 2016,
the Task Force on Climate-related Financial Disclosures is a
market- driven coalition with the mission to develop voluntary,
consistent climate-related financial risk disclosures for use
by companies in providing information to stakeholders (like
investors, lenders and insurers).
UNCTAD: The United Nations Conference on Trade and
Development is a United Nations body responsible for dealing
with economic and sustainable development issues with a focus
on trade, finance, investment and technology, in particular for
helping developing countries to participate equitably in the
global economy.
UNGC: The United Nations Global Compact is a voluntary
initiative based on CEO commitments to implement universal
sustainability principles (‘Ten Principles’) and to take steps
to support UN goals. ‘Ten Principles’ are derived from the
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Universal Declaration of Human Rights, the International Labour
Organization’s Declaration on Fundamental Principles and Rights
at Work, the Rio Declaration on Environment and Development,
and the United Nations Convention Against Corruption.
WBCSD: The World Business Council for Sustainable
Development is a global, CEO-led organization of over 200
leading businesses working together to accelerate the transition
to a sustainable world, helping member companies to become
more successful and sustainable by focusing on the maximum
positive impact for shareholders, the environment and societies.
WRI: The World Resources Institute is a global, independent,
non-partisan and non-profit research organization, with mission
to move human society to live in ways that protect Earth’s
environment and its capacity to provide for the needs and
aspirations of current and future generations.
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Titan Cement International S.A.
Rue de la Loi 23,
1040 Brussels, Belgium
Tel.: (+32) 27 26 8058
www.titan-cement.com