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1
2021
TITAN CEMENT GROUP
integrated
annual report
About the Report
The 2021 TITAN Cement Group Integrated Annual Report (IAR 2021) has been prepared in accordance with the Belgian law,
the 2020 Belgian Code on Corporate Governance, the Non-ﬁnancial Reporting Directive 2014/95/EU, the European Taxonomy
Regulation (EU) 2020/852, 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, the Charter and Guidelines of the Global Cement and Concrete
Association (GCCA), the Sustainability Accounting Standards Board (SASB) Standards and the Carbon Disclosure Project (CDP)
for climate change and water security. In 2021, the Group also started reporting according to the Task Force on Climate-related
Financial Disclosures (TCFD) recommendations.
The separate and consolidated ﬁnancial statements of the IAR 2021 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 2021 and
are available online at www.titan-cement.com/newsroom/annual-reports. You may access the IAR 2021 by scanning the QR code
with your mobile device.
We welcome your feedback, which you can send to us through the link above.
Photos on the cover:
Main photo: Rod El Farag Axis, Cairo, Egypt
Bottom middle photo: Miami All aboard Florida Rail Station and residential apartments. Approximately 80% of the cement used is TITAN's
lower carbon cement Type IL
Bottom right photo: Titan America employees
Photos on pages 24 & 74: Y. Yerolymbos
1
2021 highlights
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
One set of strong values
Our Group strategy: Transforming for growth
Global presence
Creating and sharing value
Focusing on material issues
Moving ahead with ambitious ESG targets
for 2025 and beyond
Working together for sustainable development
Corporate governance and risk management 54
Corporate governance statement 55
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 2021
Information to be disclosed pursuant to Article 34
of the Royal Decree of 14 November 2007
Shareholder information and services
Risk management 73
Risk management process
Risk management governance and controls
TITAN's principal risks
ESG performance review 80
ESG performance overview 82
Decarbonization and digitalization
Growth-enabling work environment
Positive local impact
Responsible sourcing
Good governance, transparency and business ethics
TCFD Framework implementation
(climate change risk and opportunities)
Taxonomy EU Regulation implementation
ESG performance statements 98
Performance highlights 24
Financial performance
Equity market information
ESG performance acknowledged by
world-leading rating agencies
ESG performance:
• Making progress towards our ESG targets
• Delivering on our ambitions with concrete
actions
• Good governance, transparency and business
ethics
• Climate-related ﬁnancial disclosures (TCFD)
Regional performance
Outlook 2022 51
Financial review 142
Financial performance overview 144
Review of the year 2021
Regional review of the year 2021
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 151
Parent company separate summarized
ﬁnancial statements 219
Declaration by the persons responsible 221
Auditors’ reports 222
Glossary 232
Understanding TITAN
Management report
Contents
245.7
Speciﬁc water
consumption
(l/t cementitious product)
829
New hires across
the Group
0.91
Lost time injuries
frequency rate (LTIFR)
for employees
654.2
Speciﬁc net direct
CO₂emissions
(kg/t cementitious product)
5,358
Employees
(as at 31 December 2021)
16.6
Speciﬁc dust
emissions
(g/t clinker)
2021 Highlights
€275.2m
EBITDA
(Earnings before interest, taxes,
depreciation and amortization)
€1,714.6m
Revenue
“ΒΒ”
On a stable outlook
Credit rating (S&P)
2
3
Message from the
Chairman of the BoD
Dear Shareholders and Stakeholders,
Two full years now into the COVID-19 pandemic
and, while some uncertainty remains, especially in
emerging markets, we are beginning to see light
at the end of the tunnel. The resulting recovery in
demand, in conjunction with workforce shortages,
has created supply chain disruptions and forced
central banks into a juggling act between containing
inﬂation and preventing a recession. On top of
that, the war in Ukraine has spurred geopolitical
uncertainties and volatility in the energy markets,
further accentuating the rise in input costs.
Against this inﬂationary backdrop, the costs of
running businesses have risen sharply, forcing
companies to pass on the increases to their
customers in order to maintain proﬁtability. We, at
TITAN Cement Group, believe that we will be able
to adapt to this new reality fairly quickly, which
will allow the company to remain on its sustainable
growth path.
In 2021, amidst a complex and challenging
environment, we successfully pursued our priorities
of protecting our people, mitigating the COVID-19
impact on society and safeguarding the continuity
of the business. These challenges will continue
going forward. We are fully aware of the fact that,
as we gradually move into the new post-pandemic
era, corporations will be evaluated not only on
ﬁnancial results but also on how they articulate
values, develop talent, manage supply chains and
environmental impact, embrace diversity and engage
with employees, customers and local communities.
To ensure that the Group continues to adhere to
the highest standards of corporate governance, we
concluded a formal evaluation of the effectiveness
of the Board, which we had launched towards the
end of 2020. The assessment addressed the Board’s
performance and its interaction with executive
management, as well as its size, composition,
functioning and committees. Later in the year,
Board members were updated on the developments
of climate legislation and its implications for TITAN.
In the fall, we conducted a full strategic review
to approve the new growth platform and capital
allocation priorities proposed by the executive
“We, at TITAN Cement Group, believe that we will be able to adapt to this new
reality fairly quickly, which will allow the company to remain on its sustainable
growth path.”
INTEGRATED ANNUAL REPORT 2021
TITAN CEMENT GROUP
team. The balance of initiatives and the merits of
investment in the core business and beyond it were
discussed in depth.
On the basis of our results, we activated a €10m
share buy-back program and returned €0.5 per share
to all our shareholders.
In closing, and on behalf of the TCI Board of
Directors, I wish to congratulate management for yet
another year of an all-round exemplary performance
and extend our best wishes to all for a happy and
successful 2022.
Takis Arapoglou
Chairman of the BoD
4
Message from the Chairman
of the Group Executive Committee
Dear Shareholders and Stakeholders,
As I look back on 2021, I feel a sense of accomplishment and pride.
For how we adapted to the challenges that the COVID-19 pandemic
continued to pose. For the way we delivered results and served our
customers effectively, amidst soaring energy prices and global supply
chain disruptions. For how, staying true to our values, we took care of our
colleagues and communities, with health and safety top of mind.
And for how we learned new things, developed additional capabilities, and
continued to lay the foundations for sustainable future growth.
Volumes and prices rose across our geographies on the back of buoyant
construction activity, yet cost inﬂation weighed on margins. Our US
business experienced record sales as its operations on the East Coast
beneﬁted from robust employment, increased consumer spending, tight
housing inventories and attractive mortgage rates. Greece, where all
construction segments displayed positive trends, increasingly appears
to be on a steady long-term growth trajectory. Residential construction
in the main urban centers, coupled with private infrastructure and small
industrial unit projects across the country, bolstered demand for our
products. Building activity was also strong in Southeastern Europe, but the
spike in energy costs penalized results in the region. In Egypt, where our
plants have been operating at the levels of the production cap imposed
by the state, investments in public housing and the rehabilitation of
port infrastructure have supported sales growth. And whereas in Turkey
the market softened as a result of the currency crisis, the one in Brazil
continued to grow.
Overall revenue for the Group increased by 6.7% to €1.7 billion. Due to
the fact that price increases did not fully mitigate energy and freight
headwinds within 2021, operating proﬁtability (EBITDA) declined by
3.6% to €275.2 million. Net proﬁt after taxes and minority interests
(NPAT) came in at €91.9 million. After a €41.8 million increase in capital
expenditure, which had been restrained following the onset of the
pandemic in 2020, net debt increased to €713.2 million, or 2.61 times
EBITDA.
During the year, we reviewed and reﬁned our strategic priorities. Our
strategy has talent, skills, culture and organization as its foundation
and relies on the triptych “decarbonize – digitize – deliver” to transform
the Group so that it can tap into new sources of growth. At the core are
also our ESG targets for 2025 and beyond, in direct alignment with our
commitment to the UN Sustainable Development Goals (SDGs) and the
Ten Principles of the UN Global Compact. They are underpinned by strong
governance, transparency and business ethics, and are organized in four
focus areas – decarbonization and digitalization, growth-enabling work
environment, positive local impact, and responsible sourcing.
Addressing climate change remained at the top of our sustainability
agenda, as we were among the ﬁrst cement companies worldwide with
decarbonization targets validated by the Science Based Targets initiative
(SBTi). Ahead of COP26, we signed the “Business Ambition for 1.5°C”
Commitment letter, joining a number of leading companies seeking
to keep warming to 1.5°C and reach net-zero emissions by 2050. To
improve our disclosure of climate-related risks, we started implementing
the recommendations of the Task Force on Climate-related Financial
Disclosures (TCFD). And we were recognized by the CDP as a global
5
climate leader for our transparency and actions to mitigate climate
change and transition to a net-zero economy. Our net CO₂ emissions
declined in line with our 2030 goals, as we ramped up our consumption
of alternative fuels and accelerated the transition to greener products.
The investment for a pre-calciner at our Kamari plant in Greece, which
will enable the utilization of greater quantities of waste-derived fuels,
is progressing according to schedule. Meanwhile, since September,
approximately half of Titan America’s cement output consists of the
lower-carbon Type IL cement.
We continued to invest in innovation and to contribute to the activities
of the Innovandi research network of the Global Cement and Concrete
Association (GCCA). We evaluated a number of novel decarbonization
and carbon capture and utilization technologies, and we experimented
with the use of hydrogen as a fuel enhancer in our process in Greece
and Bulgaria. On the other side of the Atlantic, we commissioned the
world’s ﬁrst industrial-scale plant to reclaim, dry and electrostatically
separate landﬁlled ﬂy ash.
Our digitalization journey progressed further, in collaboration with an
ecosystem of start-ups, universities, equipment manufacturers, and
specialized advisers. Our Digital Center of Competence continued
the rollout of our AI-based real-time optimizers and failure prediction
solutions across our production facilities, yielding gains in productivity
and energy efficiency. Our supply chain capabilities were augmented
through the development of proprietary tools to forecast sales demand
and the cost of selected production inputs, whereas the deployment of
digital customer applications helped us reinvent how we interact with
our customers, while elevating their experience.
Throughout the year, we stayed close to those around us, with
initiatives to shield our people, business partners and communities
from the effects of the pandemic. The vaccination cost of more
than 1,500 employees and contractors was covered by the company.
Initiatives to promote physical and mental health were launched in all
regions. We strengthened our accident prevention systems further and
ended the year with a Lost Time Injuries Frequency Rate (LTIFR) that
is among the best in the industry. We launched a new Diversity, Equity
and Inclusion policy and leveraged digital tools to continue to upskill
our people despite COVID-19 restrictions.
To maximize our positive local impact, our business units renewed
their efforts to improve biodiversity and water management, promote
recycling and circular economy practices, and curtail air emissions. At
the same time, almost 2,000 of our employees volunteered in initiatives
to support 0.4 million people in our local and broader communities.
Last but not least, having moved faster than planned in energy-
efficiency and waste-management certiﬁcation, we will not only
continue pushing for further improvement in this area, but will also now
focus on our supply chain, seeking to empower our business ecosystems
to incorporate sustainability considerations in decision making. To this
end, a Sustainable Supply Chain Roadmap was developed to ensure that
our key suppliers meet the Group’s ESG standards.
Looking ahead to 2022, the war in Ukraine is creating geopolitical
uncertainties with macroeconomic implications that are bound to
impact market trends and further increase volatility and risks. While we
are preparing for different eventualities, we remain cautiously optimistic
for three reasons.
First, because we still expect growth in most of our markets. In the
USA, a shortage of available housing and signiﬁcant funds earmarked for
cement-intensive infrastructure projects should support consumption
for several years ahead. To capitalize on this trend, we are investing to
expand our supply chain capacity in the market, most notably through
the construction of two new storage domes in Tampa, Florida, and
Norfolk, Virginia. In Europe, leading indicators are pointing towards
continued growth in all demand segments. And the stabilizing
macroeconomic environment in Egypt, along with the country’s housing
and infrastructure needs bodes well for construction. Cost challenges
will persist, but a favorable pricing environment in most countries and
our numerous efforts to address inﬂationary pressures should mitigate
the impact on operating proﬁtability.
The second reason for optimism is our progress in decarbonization
and digitalization, which are now well embedded in our strategy. We
will continue to accelerate the reduction of our carbon footprint with
novel products and solutions, new bets in adjacent value chains, such
as waste management and renewables, and further investments in
research and development. We will also keep scaling up our world-
leading digital innovations and leveraging the power of data to become
more efficient and competitive, while creating more value for our
customers.
Yet the most important reason for our optimism are the skills, drive and
energy of our colleagues. Their inspiring dedication and endurance, at all
times, which is what keeps the company going and growing.
Building the future means building better, smarter, more sustainably.
In 2022, we will continue to harness the advantages offered by
decarbonization, digital transformation and business model innovation
to beneﬁt our customers, employees, suppliers, and communities.
As always, we will do so with integrity, compassion, humanity and
accountability, as we seek to shape a better and greener future for all.
Dimitri Papalexopoulos
Chairman of the Group Executive Committee
“Building the future means building better, smarter, more sustainably. In 2022, we will continue
to harness the advantages offered by decarbonization, digital transformation and business model
innovation to beneﬁt our customers, employees, suppliers, and communities.”
INTEGRATED ANNUAL REPORT 2021
TITAN CEMENT GROUP
6
Roanoke cement plant, USA
77
overview
UNDERSTANDING TITAN
An overview of our Group and our strategy in a changing
global landscape. Our approach to value creation for our
stakeholders, our materiality assessment process and our
ESG targets for 2025 and beyond.
8
Our business approach
in a changing global landscape
Building on 119 years of industry experience and commitment to sustainable growth, TITAN
has become an international cement and building materials producer, serving customers in
more than 25 countries through a network of 14 integrated cement plants and three cement
grinding plants. TITAN also operates quarries, ready-mix plants, terminals, and other
production and distribution facilities.
Our approach
Turning aspiration into action, we are working hand in
hand with our customers, supply chain partners, peers
and our other stakeholders across geographies, to help
limit global warming to 1.5
O
C and achieve a net-zero
economy by 2050.
Committed to ambitious science-based targets, we are
continuously reducing our carbon footprint by increasing
the use of alternative fuels, improving energy efficiency,
developing low-carbon products, and adopting innovative
technologies and solutions.
Our approach
We are among the early adopters and leaders of digital
innovation in the cement industry, harnessing the power of
digital breakthroughs.
Our digital journey so far has been powered by our
innovative, entrepreneurial spirit and willingness to test
and learn. With Artiﬁcial Intelligence solutions tailored to
the needs of the cement industry, we are transforming
our operations for ultimate efficiency and the delivery of
high-quality products, with an eye on the present and future
needs of our customers. At the same time, we help minimize
energy consumption and reduce CO₂ emissions, supporting
our net-zero goal.
Digital transformation as a
foundation for future growth
Climate change and the road
towards 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. In
2021, the Global Cement and Concrete Association (GCCA)
published its Roadmap for net-zero Concrete, which
sets out a pathway to help limit global warming to 1.5
O
C
and deliver society with net-zero concrete by 2050. Our
industry is working across the built environment value
chain to deliver on this commitment and is calling on its
stakeholders to play their part as well.
The Fourth 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 can reap signiﬁcant beneﬁts.
UNDERSTANDING TITAN
OVERVIEW
9
Our approach
As the world is transitioning to a net-zero , circular
economy, we are playing an active role in the development
of the sustainable, green building materials and solutions
of tomorrow.
We focus on their affordability, durability and recyclability
as well as on their carbon footprint. When designing them,
we evaluate the environmental impact that they have
throughout their entire life cycle, meeting the increasing
needs of our customers for sustainable products and
services.
At the same time, we encourage our partners to
incorporate sustainability considerations in their business
decisions and daily behaviors, promoting responsible
sourcing across the built environment value chain.
Our approach
Sustainability is at the heart of our strategy, as reﬂected on
our everyday business practices and the behaviors of our
people.
With clear, measurable ESG targets and concrete plans in
place across our regions, we are focusing our efforts on the
areas where our actions and sustainable solutions can have
the biggest positive impact, directly and indirectly, in line
with the UN Sustainable Development Goals (SDGs). To
address sustainability challenges, we have joined forces with
local and global stakeholders.
Increasing demand for sustainable
products and services
Comprehensive sustainability plans
to create value for all stakeholders
We serve society’s needs 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, 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.
As the world continues to urbanize, demand for
sustainable infrastructure and green building materials and
solutions is set to rise.
Concrete is an essential building material that has shaped
our world and is critical for addressing society’s needs for
the sustainable built environment of tomorrow. It will play
an integral role in creating sustainable and prosperous
communities through the delivery of key infrastructure,
homes, clean energy and a more resilient environment.
Customers increasingly seek sustainable products that will
meet their evolving needs.
Building a sustainable future demands comprehensive
planning and collaboration with other businesses,
governments, academia and society at large.
Companies need to set goals, develop roadmaps to achieve
these goals, track their performance and communicate
their progress to their stakeholders in a consistent and
transparent manner.
INTEGRATED ANNUAL REPORT 2021
TITAN CEMENT GROUP
10
1902-1960
INTERNATIONAL EXPANSION
GROWTH IN GREECE
FOUNDATIONS
1990 - 2018: Acquisitions and investments
A long history
of sustainable growth
Driven by our entrepreneurial spirit and our commitment to sustainable growth, we have
expanded beyond our Greek roots with operations in four continents.
1902
TITAN Cement is founded with the
opening of the ﬁrst cement plant in
Elefsina, Greece. It is 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
1962
Second cement plant in Thessaloniki
1968
Third cement plant in Drepano, Patras
1976
Fourth cement plant in Kamari,
near Athens
1990-2021
1960-1990
• (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
OUR GROWTH JOURNEY SINCE 1902
UNDERSTANDING TITAN
OVERVIEW
Titan Cement International S.A.
becomes TITAN Group’s parent
company and is listed on Euronext
Brussels, Euronext Paris, and the
Athens Exchange
11
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 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.
One set of strong values
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
▶
INTEGRATED ANNUAL REPORT 2021
TITAN CEMENT GROUP
12
TITAN Group has created long-term value for its stakeholders for
almost 120 years, by constantly evolving and renewing a strategy
of geographic diversiﬁcation, selective vertical integration,
continuous operational improvement and a focus on human
capital and sustainability.
Building on this solid foundation, the Group has reviewed its
strategic direction and priorities, to focus its growth-oriented
strategy on harnessing the new opportunities presented by
decarbonization and “Industry 4.0”, which are transforming the
industry’s customer engagement and value creation models,
while continuing to leverage TITAN’s proven abilities to deliver
on improving performance and develop distinctive competences.
Our three-year strategic plan incorporates the perspectives
and priorities of our businesses around the world, coupled with
the key directions and commitments provided by the Group’s
Executive Committee and BoD.
Our strategy is founded on the following three pillars:
Deliver
Our operations around the world are well placed to deliver
robust results for the foreseeable future, based on strong market
momentum for growth in housing and infrastructure spending
(often supported by government incentives in the post-pandemic
environment), positive macroeconomic trends and local markets
recovering from cyclical lows.
Building on this solid outlook, TITAN will leverage its continuous
performance improvement record to deliver operational
excellence in manufacturing, supply chain and customer
experience. The Group will thus continue its focus on cost-to-
produce and cost-to-serve, as well as on providing solutions and
a superior customer experience across all its businesses.
This operational excellence extends to TITAN’s ESG performance,
where the Group has achieved strong environmental, safety and
social engagement performance in the last 20 years. TITAN’s
ESG targets for 2025 and beyond provide a rich and ambitious
set of measurable goals in all ESG focus areas, comprising
the dimensions of decarbonization and digitalization, a
growth-enabling work environment, positive local impact and
responsible sourcing, all underpinned by good governance,
transparency, and business ethics.
Decarbonize
TITAN’s vision is to grow by transforming our business, focusing
on resilience and innovation to serve our customers more
efficiently as we move towards a carbon-neutral world. To that
end, the Group has set a 2030 target to reduce its direct net
speciﬁc CO₂ emissions (Scope 1) to 500 kg CO₂/t of cementitious
material, in line with the targets of the most ambitious players
in the industry and validated by SBTi (Science Based Targets
initiative). Furthermore, TITAN is committed to playing its part
to limit global warming to 1.5°C and to reach net-zero emissions
by 2050.
TITAN’s decarbonization strategy includes a comprehensive
set of levers to reduce emissions of cement production, by
accelerating the use of alternative fuels, substituting clinker by
cementitious materials with lower carbon intensity, increasing
energy efficiency and optimizing its raw materials mix. New
innovative products will be offered to TITAN’s customers
that will meet their needs for durable and sustainable
building materials, leveraging the Group’s unique assets and
competencies, including its proprietary ﬂy ash beneﬁciation
technology. In the long-term, the Group will continue its
tradition of innovation by piloting new emerging technologies for
the future net-zero construction value chain.
Digitize
TITAN has been among the pioneers in its sector in
implementing innovative Artiﬁcial Intelligence (AI) digital
solutions in its operations. Signiﬁcant innovations have already
been implemented, with measurable impact in operational
efficiency, such as AI-based real-time optimizers and predictive
maintenance in manufacturing, use of advanced analytics for its
supply chain network and spare parts inventories, use of Building
Information Modelling for its new infrastructure projects, and
digital applications for its customer-facing operations.
Leveraging this momentum, TITAN aims to continue improving
its operating performance and customer experience, by
leveraging big data and AI to develop a digitally empowered and
efficient operating model and to provide cutting-edge digital
solutions for its customers. TITAN’s “cement plants of the
future” will fully harness the power of digital technologies and
advanced analytics to achieve higher asset productivity and
reliability, reduce production inputs and energy consumption,
and decrease CO₂ emissions. The Group is also deploying
innovative digital solutions for the next generation of supply
chain management, with optimized distribution networks,
predictive planning and dynamic logistics operations. Finally, a
digitally enabled customer experience will drive value generation
for our cement and concrete business through excellence in
customer service.
Our Group Strategy:
Transforming for Growth
TITAN’s growth-oriented Group strategy aims to harness the opportunities presented by
Decarbonization and Digitalization, and to provide the building materials and solutions that
will bring additional beneﬁts to our customers, employees, suppliers and communities.
UNDERSTANDING TITAN
OVERVIEW
13
Building capabilities and developing talent
The foundation of our growth-oriented strategic plan is TITAN’s
long tradition of building capabilities and developing talent, with
an entrepreneurial mindset and a values-driven culture. The
strategic plan encompasses, and is powered by, an accelerated
drive to transform by further building our talent, both in our core
competences, as well as in new skillsets. In parallel, growth will
be underpinned by an agile and learning-oriented organization,
based on our performance-oriented culture and our focus on
long-term sustainability, with digitally enabled structures and
processes, and a safe, healthy, inclusive, and diverse work
environment for our people.
Developing our growth platform
Leveraging operational excellence, a distinctive ESG performance
and superior customer engagement, the decarbonization of its
operations and the digitally enabled operational model, TITAN
will develop its growth platform capitalizing on opportunities
to strengthen and extend its current core business, as well as
pursuing opportunities in new sources of value in the building
materials value chain. To that end, important investments are
already implemented or planned to enhance the operating
leverage and sustainability of existing assets, increase the
Group’s logistics capabilities, pursue further targeted vertical
integration, and accelerate the development of new products
and customer solutions.
TALENT
Skills & organization
DIGITIZE
Manufacturing
Supply Chain
Customer
Data
DELIVER
Continuous
improvement
Customer
Operations
DECARBONIZE
Manufacturing
Commercial
Αdjacencies
GROWTH
Leverage assets and expand in new sources of growth
INTEGRATED ANNUAL REPORT 2021
TITAN CEMENT GROUP
14
1
3
4
2
USA
1
2
USA
PRINCIPAL PRODUCTS/
ACTIVITIES
3
IMPORT
TERMINALS
8
QUARRIES
82
READY-MIX
PLANTS
7
CONCRETE
BLOCK
PLANTS
4
*
FLY ASH
PROCESSING
PLANTS
2
INTEGRATED
CEMENT PLANTS
EBITDA
158.0m
REVENUE
983.6m
ASSETS
1,133.3m
USA
Integrated cement plants
1. Roanoke – Virginia
2. Pennsuco – Florida
Greece
Integrated cement plants
1. Thessaloniki
2. Kamari
3. Patras
Cement grinding plant
4. Elefsina
Brazil
USA
Greece
2
1
Brazil
(Joint venture)
Integrated cement plant
1. Quixere
Cement grinding plant
2. Pecem
€
3
QUARRIES
4
READY-MIX
PLANTS
PRINCIPAL
PRODUCTS/
ACTIVITIES
BRAZIL
**
1
CEMENT
GRINDING PLANT
1
INTEGRATED
CEMENT PLANT
Global presence
We report on our performance and activities based on four
geographic regions, and separately on our joint venture in Brazil.
Principal products/
activities key:
Cement
Ready-mix concrete
Aggregates
Dry mortars
Building
blocks
Fly ash
Waste management
and alternative
fuels
Νumber of operational units of
all regions as calculated for ESG
performance reporting purposes
at Group level
* 1 facility in Canada is included.
** 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.
UNDERSTANDING TITAN
OVERVIEW
15
1
Egypt
2
2
1
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
28
READY-MIX
PLANTS
3
IMPORT
TERMINALS
1
DRY
MORTAR
PLANT
2
PROCESSED
ENGINEERED
FUEL FACILITIES
EBITDA
23.6m
REVENUE
267.6m
ASSETS
549.4m
PRINCIPAL
PRODUCTS/
ACTIVITIES
GREECE &
WESTERN EUROPE
€
1
CEMENT
GRINDING PLANT
25
QUARRIES
3
INTEGRATED
CEMENT PLANTS
PRINCIPAL PRODUCTS/
ACTIVITIES
7
READY-MIX
PLANTS
1
CEMENT
GRINDING
PLANT
13
QUARRIES
2
PROCESSED
ENGINEERED
FUEL FACILITIES
3
INTEGRATED
CEMENT
PLANTS
EBITDA
11.8m
REVENUE
172.8m
ASSETS
447.2m
€
EASTERN
MEDITERRANEAN
6
READY-MIX
PLANTS
1
PROCESSED
ENGINEERED
FUEL FACILITY
EBITDA
81.9m
REVENUE
290.6m
ASSETS
467.1m
PRINCIPAL
PRODUCTS/
ACTIVITIES
SOUTHEASTERN
EUROPE
€
20
QUARRIES
5
INTEGRATED
CEMENT PLANTS
EU Taxonomy Regulation eligible
economic activities
Turnover OpEx CapEx
% of total TITAN Group 58.6 60.5 58.9
INTEGRATED ANNUAL REPORT 2021
TITAN CEMENT GROUP
Turkey
1
2
3
4
5
North Macedonia
Albania
Kosovo
Serbia
Bulgaria
16
DRIVEN BY OUR OBJECTIVES
WE DRAW ON OUR CAPITAL
TO PROVIDE OUR PRODUCTS AND SERVICES
Products
Services
and
solutions
Manufactured capital
We manufacture our products using the
best available techniques in a network of 14
integrated and three 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.
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
competencies, and our deep knowledge of
the building materials industry to enhance
our offerings and further improve our
performance.
Human capital
We value our people’s contribution and
continuously support their professional
development in an engaging, inclusive and
collaborative working environment.
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”.
Creating and sharing value
We use our capital resources efficiently to drive sustainable, long-term shared value
creation
1
, through our products and services. We help address global societal and
environmental challenges, and contribute to the attainment of the UN SDGs 2030.
Note: For terms denoted with (1)-(12) under “Creating and sharing value”, please refer to the section “ESG performance statements, 2.5.10 Notes for Value Creation Indicators”.
Cement
Ready-mix
concrete
Aggregates
Dry mortars
Building blocks
Fly ash
We foster
sustainable
solutions over
the life cycle of
our products
Production,
transportation,
distribution of
building materials
Circular economy
solutions:
• Separation
technologies
• Alternative
fuel and waste
management
solutions
We engage
with business
partners to scale
sustainability
efforts along our
value chain
UNDERSTANDING TITAN
OVERVIEW
17
Key Indicators Amounts Stakeholders SDGs 2030
Gross value added
2
€603.1m
Employees, customers, suppliers,
shareholders and investors
Net value added³
€466.7m
Employees, customers, suppliers,
shareholders and investors
Total spend on suppliers (local,
national and international) for
goods and services
4a
€1,341m
Suppliers and contractors
% local spend of TITAN
4b
65.1%
Local communities, customers
Taxes to national and local
authorities
5
€104.0m
Governments and authorities
(central and local)
Payments in cash to
shareholders and minorities
6
€32.0m
Shareholders
Total spend on donations
and community engagement
initiatives
7
€2.3m
Communities, academia and
educational and environmental
organizations, civil society, and
society at large
Investment in environmental
protection⁸
€25.3m
Communities, society at large
Alternative fuels and raw
materials
2.0m
tonnes
Communities, governments
and authorities (central and local),
society at large
Salaries, pensions (contributions)
and social beneﬁts, including
additional beneﬁts beyond those
provided by law
9
€309.3m
Employees and their families, local
communities
Investments in training of direct
employees¹⁰
€1.0m
Employees and their families
Internships
391
interns
Employees and their families,
local communities, youth
Investments in research and
innovation
11
€10.7m
Employees, customers, academia
and society at large
Capital expenditures
12
€126.0m
Employees, shareholders, customers,
local communities, suppliers and
contractors
AND CREATE VALUE FOR OUR STAKEHOLDERS
CONTRIBUTING TO THE UN SDGS 2030
INTEGRATED ANNUAL REPORT 2021
TITAN CEMENT GROUP
18
Focusing on material issues
TITAN’s approach to sustainability is based on the principle of
double materiality assessment, an integrated, on-going process
of mapping and assessing the impact of our operations on
society and the environment, as well as the ﬁnancial impacts of
socio-environmental risks on the Group. Impacts may become
material for ﬁnancial reporting purposes over time, leading to
what is known as dynamic materiality assessment process.
A full cycle of materiality assessment at TITAN has a duration
of ﬁve years. We use the resulting prioritization of material
issues at local level as input for the materiality assessment
at Group level and vice versa. The latest assessment at Group
level, which was conducted in 2020, yielded nine material issues
grouped in four focus areas, all underpinned by good governance,
transparency and business ethics.
In 2021, all TITAN business units completed a new cycle of
materiality assessment, by updating their priorities following
the process established by the Group in 2020. This milestone
marks the completion of our fourth materiality assessment cycle.
The Group harmonized and further developed its materiality
assessment process in alignment with the ten principles of the
UN Global Compact and the SASB Materiality Map for our sector.
Based on this methodology, both sector-agnostic and sector-
speciﬁc material issues, as well as country-speciﬁc material
issues, were identiﬁed and are presented in Table 1 of the ESG
Statements. The issues that are most material for the majority of
our business units are: Future-ready business model in a carbon-
neutral world, safe and healthy working environment, positive
local social, economic and environmental impact, and continuous
development of our people. Following the completion of this
exercise, TITAN set and announced its ESG targets for 2025 and
beyond (see pages 20-21).
We are engaging with our stakeholders across our locations to obtain a deeper
understanding of their expectations and needs. Mapping what is most material to them and
to the business through a double materiality process helps us develop sustainable business
strategies and create value that lasts.
2
.
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Sustainability
governance and
organization
Overall business
strategy
Current achieve-
ments
Double material-
ity assessment
Forward looking
progress report
against targets
Policies
and targets
Action plans
and resources
Entity as a whole
Topics
and subtopics
Sustainability
Reporting
SUSTAINABILITY REPORTING STRUCTURE
UNDERSTANDING TITAN
OVERVIEW
19
Αudience: Investors, Consumers, Civil Society, Employees
FINANCIAL MATERIALITY
ENVIRONMENTAL &
SOCIAL MATERIALITY
Climate change
impact on company
Company impact
on climate change
Understanding both the impact that climate change has on TITAN’s development, performance and position, as well as the
impact that our activities have
Double materiality assessment on climate change
Stemming from the double materiality assessment, “future-ready
business model in a carbon-neutral world” is ranked at the top
of the list of our material issues. It is related to the long-term
sustainability of the Group operations and the resilience of our
planet. TITAN is assessing climate change risks and opportunities
according to TCFD recommendations, considering a long-term
horizon and the whole value chain, as presented on page 41.
What is immaterial to a company or industry today can become
material tomorrow. Therefore, receiving regular feedback from
our stakeholders through open and structured communication
is imperative. In this context, we have designed a process
to validate the existing materiality assessment with key
stakeholders at each business unit. The outcomes of this exercise
will help us adjust our priorities, if needed, and possibly add to
our preparedness before the next materiality cycle. Through
this dynamic materiality process, we aim to build on our trusted
relationships and create shared value.
(1) Future-ready business model in a
carbon-neutral world
(2) Innovation with emphasis on
digitalization and decarbonization
(3) Safe and healthy working environment
(4) Continuous development of our people
(5) Diverse and inclusive workplace
(6) Positive local social, economic and
environmental impact
(7) Resource efficiency, recycling, and
recovery, contributing to the circular
economy
(8) Reliable and sustainable supply chain
(9) Good governance, transparency and
business ethics
Importance to stakeholders
Importance to TITAN
5
1
2
4
3
7
6
89
MATERIALITY MATRIX MATERIAL ISSUES
INTEGRATED ANNUAL REPORT 2021
TITAN CEMENT GROUP
20
Decarbonization
and digitalization
Growth-enabling work
environment
All underpinned by:
Good governance, transparency and business ethics
Material issues addressed
SDGs SDGs
Material issues addressed
Targets
Ambition Ambition
Targets
We will TRANSFORM our business, focusing on
resilience, innovation and building solutions to serve
our customers more efficiently as we move towards a
carbon-neutral, digital world
We will CULTIVATE an inclusive culture with equal
opportunities for all our people to grow professionally
within a safe and healthy work environment
• Future ready business model in a carbon-neutral world
• Innovation with emphasis on digitalization and
decarbonization
• Safe and healthy working environment
• Diverse and inclusive workplace
• Continuous development of our people
1
Scope 1: direct CO₂ emissions; Scope 2: indirect CO₂ emissions from electricity; Scope 3: indirect CO₂ emissions of the supply chain
² Peer group deﬁnition: Cemex, Holcim, Argos, HeidelbergCement, CRH, Cementir, Vicat, Buzzi
³ Active wholly-owned sites
Moving ahead with ambitious
ESG targets for 2025 and beyond
Building on our strong sustainability performance over the years, in 2021 we launched our
Environmental, Social and Governance (ESG) targets for 2025 and beyond, focusing on four areas.
• 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 (net): -35% vs. 1990 level
• Scope 2: -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 and
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 group
2
• 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 decarbonization
Read about our progress towards them on pages 30- 31
UNDERSTANDING TITAN
OVERVIEW
21
Positive local impact Responsible sourcing
SDGs
SDGs
Material issues addressed Material issues addressed
Ambition Ambition
Targets Targets
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
We will EMPOWER our business ecosystems to
incorporate sustainability considerations in their
business decisions and daily behaviors, while using
natural resources responsibly
• Positive local social, economic, and environmental
impact
• Resource efficiency, recycling and recovery, contributing
to the 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 is directed to
local suppliers and communities
• we commit to a water consumption of 280 l/t
cementitious products and to covering 70% of our water
demand with recycled water
• we will have 85% of our production
4
covered by ISO
50001 or energy audits
• we will have 50% of our production
4
covered by “Zero
Waste to Landﬁll” certiﬁcation
• we will ensure that 70% of our key suppliers
5
meet
TITAN ESG supplier standards
4
Production of our integrated cement plants
5
Key suppliers: critical suppliers according to the GCCA Guidance for Sustainable Supply Chain management with a meaningful level of spend for TITAN.
INTEGRATED ANNUAL REPORT 2021
TITAN CEMENT GROUP
22
Working together for sustainable
development
TITAN Group is an active participant in global collaborative initiatives and international
organizations, aiming to contribute to the shaping of the sustainable world of tomorrow.
• we were among the ﬁrst 500 signatories in 2002 and became a participant of the UN Global
Compact (UNGC) in 2017. We also participate in local UNGC Networks.
• we have aligned our strategy and operations with the Ten Principles on human rights, labor,
environment and anti-corruption; and take strategic actions to advance the UN Sustainable
Development Goals (SDGs), with an emphasis on collaboration and innovation.
• we submit annually the UNGC Communication on Progress (CoP) at an advanced level,
providing valuable information with transparency to our stakeholders.
Related material issues: 1, 3, 5, 6, 8, 9
• we were one of the ﬁrst cement companies worldwide to have our CO₂ emissions reduction
targets validated by the Science Based Targets initiative (SBTi) as consistent with levels
required to meet the goals of the Paris Agreement.
Related material issues: 1, 2
• we have signed the “Business Ambition for 1.5°C” Commitment, a global campaign led by
the Science Based Targets initiative (SBTi), in partnership with the UN Global Compact and
the We Mean Business Coalition, joining a number of leading companies worldwide that are
committed to keeping global warming to 1.5°C and reaching net-zero emissions by 2050.
Related material issues: 1, 2
• we collaborate with the world’s most inﬂuential businesses within the nonproﬁt “We Mean
Business Coalition” to ensure that the world economy is on track to avoid dangerous climate
change, while delivering sustainable growth and prosperity for all.
Related material issues: 1, 2
• we participate in the “Race To Zero” global campaign led by the Science Based Targets
initiative (SBTi) in partnership with the UN Global Compact and the We Mean Business
coalition for a healthy, resilient, zero-carbon recovery that prevents future threats, creates
decent jobs, and unlocks inclusive, sustainable growth.
• it mobilizes a coalition of leading net-zero initiatives, representing 733 cities, 31 regions, 3,067
businesses, 173 of the biggest investors, and 622 higher education institutions.
Related material issues: 1, 2
UNDERSTANDING TITAN
OVERVIEW
Participations
Participations
23
• we are a member of the Global Cement and Concrete Association (GCCA) since 2018. In 2021, we
contributed to the development of the GCCA 2050 Roadmap to Net Zero Concrete “Concrete
Future”.
• in addition, we participate in the GCCA Research Network, INNOVANDI, aiming to bring forth novel
technological solutions towards decarbonization in collaboration with start-ups from across the
globe.
Related material issues: 1, 2, 3, 6, 7, 8, 9
• we became a member of CSR Europe in 2004, and a founding member of national partner
organizations. In 2021 TITAN participated in the collaborative work for:
• the “Biodiversity and Industry Collaborative Platform”, and
• the “Inclusion Think Tank”
through CSR Europe and its participation in EFRAG’s European Reporting Lab, TITAN is contributing
to the development of a New European Standard on ESG Reporting.
Related material issues: 5, 6, 9
• we participate in the Energy Transition and Climate Change Working Group of the European
Round Table for Industry to address the triggers for a successful transition towards a low carbon
economy, and thus contribute to achieving the goals of the Paris Climate Agreement.
Related material issues: 1, 2
• we participate in the European Cement Research Academy (ECRA), founded in 2003, which
supports and conducts research activities on the production of cement and its application in
concrete, aiming at advancing innovation within the context of climate change mitigation and
sustainable construction.
Related material issues: 1, 2, 4, 6, 7
Material issues:
(1) Future-ready business model in a carbon-neutral world
(2) Innovation with emphasis on digitalization and decarbonization
(3) Safe and healthy working environment
(4) Continuous development of our people
(5) Diverse and inclusive workplace
(6) Positive local social, economic and environmental impact
(7) Resource efficiency, recycling, and recovery, contributing to the circular economy
(8) Reliable and sustainable supply chain
(9) Good governance, transparency and business ethics
INTEGRATED ANNUAL REPORT 2021
TITAN CEMENT GROUP
Participations
Participations
24
Kamari cement plant, Greece
24
252525
UNDERSTANDING TITAN
performance
highlights
An overview of our Group’s overall performance in 2021,
focusing on our ﬁnancial and ESG pillars.
26
Financial performance
Revenue growth in all geographies and strong Group net proﬁt (NPAT).
In 2021 the fundamentals driving demand across our markets,
namely the strong recovery of economic activity and a rise
in public and private investment against a low interest rate
environment, stimulated growth. It was a year of robust
performance for TITAN Cement Group, although the second half
of 2021 was marked by the surge in fuel, electricity and shipping
freight costs, which held back proﬁtability.
TITAN Cement Group generated record revenues of €1,714.6
million, up 6.7% from 2020, reﬂecting higher demand and a
supportive pricing environment. Due to the unexpected spike of
input costs in the second semester and despite pricing initiatives
that partly alleviated the burden, Earnings Before Interest, Tax,
Depreciation and Amortization (EBITDA) declined by 3.6% to
€275.2 million. Net Proﬁt after Taxes and minorities (NPAT)
climbed to €91.9 million (vs €1.1 million in 2020 and €50.9 million
in 2019). This signiﬁcant increase was the result of lower ﬁnance
costs, more favourable FX movements and a lower effective tax
rate. It should be noted that in 2020 there were €63.9 million one-
off charges related to Egypt. Thanks to a successful reﬁnancing
strategy the Group lowered signiﬁcantly its ﬁnance costs for a
third consecutive year to €33.6 million (€19.0 million lower than
2020 and €30.0 million lower than 2019).
2021 performance highlights
TITAN’s US operations had another strong year. Beneﬁtting
from the growth of the housing market, sales in cement, ready
mix and concrete blocks increased while sales in aggregates
were sustained at high levels. Fly ash volumes reversed the
previous year’s trend by posting signiﬁcant sales growth thanks
to higher supply. Overall, in US$ terms, 2021 revenue increased
by 8.6% year on year reaching $1.2 billion. In euro terms, revenue
increased by 4.7% to €983.6 million, while EBITDA decreased to
€158.0 million, a decline of 10.5% compared to 2020 due to the
spike of energy, labor and transportation costs in the second
semester.
Greece continued its upward trajectory with further improved
performance. In 2021, higher domestic demand combined with
higher export volumes and further operational efficiencies from
the implementation of the digital optimization initiatives, were
only partially offset by the increase of fuel and electricity costs.
All in all, revenue for Greece and Western Europe increased by
9.4% to €267.6 million while EBITDA increased by €7.4 million to
€23.6 million.
Southeastern Europe continued its ascending track as well,
recording increased revenues of 7.3% at €290.6 million. During
2021 both cement plants in Albania and in North Macedonia
achieved a new record, exceeding sales of 1 million tonnes. On
the other hand, electricity and energy costs rose sharply after the
second quarter of the year, resulting in an EBITDA of €81.9 million,
lower by 14.8%.
Despite the macroeconomic uncertainties in the Eastern
Mediterranean region, performance marked a material
improvement year on year. In Egypt, the rationalized production
regime implemented by the authorities improved the cement
supply-demand balance and drove pricing to healthier levels. In
Turkey, despite the slowdown of the economic activity and the
pronounced volatility of the currency, domestic demand remained
high. Following few years of weak performance and despite the
macroeconomic uncertainties, the Eastern Mediterranean region
recorded total revenue of €172.8 million, an increase of 13.9% from
2020. EBITDA was €11.8 million versus a €3.3 million loss in 2020.
Finally, our Brazilian operations continued to grow signiﬁcantly.
Increased sales volumes thanks to strong market
fundamentals
Trends in domestic sales volumes were positive across all regions,
testifying to strong market fundamentals. At Group level, volumes
increased across all product lines: cement, ready-mix concrete,
aggregates, building blocks and ﬂy ash.
Group cement sales increased by 7% compared to 2020, reaching
18.3 million tonnes, with US being the main contributor of this
increase. Ready-mix concrete sales increased by 2% in 2021,
reaching 5.5 million m
3
on the back of stronger sales in US and
Greece. Aggregates' sales increased by 1% reaching 20.2 million
tonnes, thanks to the strength of the Greek market.
2021 2020 +/-
Cement (million metric tonnes)* 18.3 17.1 7%
Ready-Mix concrete (million m
3
)** 5.5 5.4 2%
Aggregates (million metric tonnes) 20.2 20.0 1%
*Cement sales include clinker and cementitious materials
**Includes Brazil, does not include Associates
Investments and Operating Free Cash Flow
In 2021, Group Operating Free Cash Flow reached €104.7 million
versus €225.3 million in 2020. Lower OFCF was primarily due to
higher capital expenditures by €41.8 million from the catch-up
of the 2020 COVID-19 -restrained investment program, higher
working capital needs by €48.9 million resulting from stronger
business activity and higher levels of fuel inventories. Group
capital expenditures during the year reached €126.0 million
compared to €84.3 million in 2020, with most of the funding
directed to investments focusing on production efficiencies,
improved logistics capacities and reduction of carbon footprint.
Moreover, the ﬁnal tranche of €40.8 million were paid to IFC
for the acquisition of their minority stakes held in the Group's
activities in Southeastern Europe and Egypt.
2021 2020 2019
Operating free cash ﬂow €104.7m €225.3m €175.1m
Capital expenditure €126.0m €84.3m €109.3m
Net debt at the year end €713.2m €684.4m €839.6m
UNDERSTANDING TITAN
PERFORMANCE HIGHLIGHTS
27
Group Leverage
Year-end net debt increased to €713.2 million (2020: €684.4
million), following the repayment of a €163.5 million outstanding
bond and the conscious reduction of cash balances. Net Debt/
EBITDA ratio came at 2.61x.
To diversify its funding base, TITAN Group uses a variety of funding
sources and debt instruments that combine long-term and short-
term ﬁnancing. At year end, 75% of Group debt was in bonds, 17%
in bank loans and 8% in lease liabilities.
In the prevailing low interest environment, the Group took a
number of initiatives and succeeded in both lowering its ﬁnance
costs and extending the debt maturity proﬁle. In June 2021, TITAN
paid back the remaining €163.5 million of the originally €300
million Notes issued in 2016. The next signiﬁcant maturities are
one issue of €350 million maturing in November 2024 and another
issue of €250 million maturing in July 2027. Both outstanding
bonds are traded on the Global Exchange Market (GEM), which is
the exchange-regulated market of Euronext Dublin.
In December 2021, Standard & Poor’s affirmed its rating for Titan
Cement International S.A. of “BB” with a stable outlook.
Outstanding bonds
ISIN
Amount
Outstanding
Coupon Maturity
XS2199268470 250,000,000 2.750% 09/07/2027
XS1716212243 350,000,000 2.375% 16/11/2024
Resolutions of the Board of Directors
• Cancellation of treasury shares: In June 2021, TITAN Group
cancelled 4,122,393 own shares, representing 5% of the voting
rights. Following this transaction, the share capital of Titan
Cement International amounts to €1,159,347,807.86 and is
represented by 78,325,475 shares.
• Share buy-back: In October 2021, following the Board’s decision,
the Group activated a share buy-back program of an amount up
to €10 million for a duration of up to six months. Until the end
of 2021, 230,141 shares were purchased on Euronext Brussels
and the Athens Exchange (ATHEX) for a total consideration of
€3.2 million. On 31 December, the Group owned treasury shares
representing 1.91% of the voting rights.
• Initiation of a new share buy-back programme: In March 2022,
given the latest market developments, the Board decided
to implement a new share buy-back programme. The new
programme will begin on or around April 1, 2022, following the
end of the current running programme. The new share buy-back
programme will be up to €10 million and will have a duration
of up to six months. TCI will keep the market fully informed of
the progress of the relevant transactions in line with applicable
regulations.
• 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 decided the
return of capital of €0.50 per share to all the Shareholders of the
Company. All shareholders who are recorded as shareholders on
Thursday, 28 April 2022, 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 Tuesday, 5 July
2022, through their custodians, banks, and securities brokers.
INTEGRATED ANNUAL REPORT 2021
TITAN CEMENT GROUP
0
50
100
150
200
250
300
350
400
<Dec '21
<Dec '22
<Dec '23
<Dec '24
<Dec '25
<Dec '26
<Dec '27
>Dec '27
4
7
1
6
5
6
8
16
6
100
14
364
252
33
8
16
247
348
2
8
6
84
6
Bank debt Bond Leases
28
DEBT MATURITY PROFILE (€m) AS OF 31 DECEMBER 2021
28
TITAN Cement Company S.A. was founded in 1902 in Athens,
Greece and its shares were listed on the Athens Exchange in 1912.
In June 2019 following a successful share exchange tender offer,
Titan Cement International (“TCI”) became TITAN Cement Group’s
parent company. TCI is listed in Euronext Brussels (primary listing)
as well as in the Athens Exchange and in Euronext Paris. Aiming to
enhance value for its shareholders, Titan Cement Group decided
to cancel treasury stock of 4,122,939 own shares corresponding to
5% of the total shares of TCI on June 22nd, 2021. Therefore, since
then the total number of outstanding shares of TCI was 78,325,475.
TCI’s shares are included in various indices, such as the BEL Mid
Cap Index and the FTSE/ATHEX Large Cap. Moreover, TCI shares
are constituents of the BEL Industrials, BEL Continuous, BEL ALL-
Shares, ATHEX Composite, MSCI Greece Small Cap, CAC All-Shares
and CAC industrials indices. Furthermore, TCI shares were also
included in the ATHEX ESG index that was launched in August
2021. The ATHEX ESG Index tracks the ﬁnancial performance of
companies listed in the Athens Exchange who adopt and actively
promote ESG practices.
Share price evolution
The share price of TCI as of December 31
st
, 2021, closed at €13.26
on Euronext and at €13.38 on the Athens Exchange, corresponding
to a decline of 4.4% and 2.6% year on year respectively. In 2021,
the BEL Mid cap Index and the ATHEX General Index, increased by
21% and 10%, respectively. As of December 31
st
, 2021, TCI’s market
capitalization stood at €1.05 billion (previous year at €1.1 billion).
Liquidity and market making contracts
Targeting an enhancement of liquidity for its shares in both
exchanges, TCI partners with liquidity providers and market
makers. At the end of 2020 TCI signed a liquidity provider
agreement for its shares on Euronext with KBC Securities and
a market maker agreement for its shares traded on the Athens
Exchange with Eurobank Equities. In early 2021 Piraeus Securities
was added as a second market maker in the Athens Exchange.
ESG investors
Titan Cement International is committed to sustainable
development and focuses its efforts on the four pillars deﬁned
as material by its stakeholders to meet its ESG targets for
2025 and beyond. TCI aligns its targets with the expectations
of its stakeholders, follows best practices and continuously
seeks feedback from independent ESG rating agencies. Since
2010, ΤΙΤΑΝ Cement Group has attained and maintained
the “Advanced” level reporter status in line with United
Nations Global Compact principles. During 2021, TCI has been
assessed multiple times by various rating agencies on its ESG
performance, achieving very positive results. Amongst other
ratings, TCI achieved an improved rating of “AA” from MSCI ESG
Research (versus “A” in 2020) and a “A-” score from CDP.
Details on ESG ratings for TCI, can be found on page 29.
Equity market information
TITAN Cement Group is committed to maintaining relationships of trust with the
investment community.
Treasury shares
In October 2021, the Group activated a share buy-back programme.
By the end of 2021, 230,141 shares were acquired for an amount of
€3.2 million. At the end of 2021, treasury shares represented 1.91%
of total voting rights.
For more information please refer to the “Financial review” section
on page 27.
Shareholder structure of TCI
Below you can ﬁnd the shareholder structure of the Company as of
December 31st, 2021*:
• E.D.Y.V.E.M. Public Company Ltd and TCI founders acting in
concert 39.12%
• Paul and Alexandra Canellopoulos Foundation 10.17%
• FMR LLC, FMR CO Inc, Fidelity Institutional Asset
Management Trust Company, FIAM LLC 10.53%
• Others 40.18%
* Based on the transparency notiﬁcations made by its shareholders on 24 June
2021 and on 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.
Data for FMR LCC are based on the transparency notiﬁcations made on 24 June
2021.
GEOGRAPHIC SPLIT OF TCI'S SHRAREHOLDER STRUCTURE
Europe 69%
USA & Canada 15%
UK & Ireland 3%
Rest of the world 13%
Source: Shareholder ID and company estimates
Symbols
Euronext ATHEX
Oasis TITC TITC
Reuters ticker TITC.BR TITC.PA
Bloomberg ticker TITC.BB TITC.GA
ISIN code: BE0974338700
UNDERSTANDING TITAN
PERFORMANCE HIGHLIGHTS
29
ESG performance acknowledged by
world-leading rating agencies
We are committed to continuously improving our sustainability performance and further
aligning our targets with the expectations of our stakeholders. To this end, we seek and
value feedback from independent ESG rating agencies.
In 2021, TITAN was recognized by the CDP as a global climate leader for its transparency, climate actions and
transition to a net zero carbon economy. With an “A-” score, TITAN was ranked in the top 15% of publicly
disclosing companies globally, being one of only ﬁve cement sector companies (out of 27) to achieve this level.
TITAN received an MSCI ESG Rating of “AA”. MSCI ESG Research provides ESG Ratings on global public and a few
private companies on a scale of AAA (leader) to CCC (laggard).*
TITAN was ranked 10
th
in the construction materials sector across Europe and America, with a “B+” score by
Reﬁnitiv.
TITAN received an improved ESG Risk Rating of 27.9 and was assessed by Sustainalytics to be at medium risk
of experiencing material ﬁnancial impacts from ESG factors. The score places us 16
th
out of 119 construction
materials companies.
TITAN was ranked 5
th
out of 25 in the building materials’ sector by V.E., part of Moody’s ESG Solutions, with an
ESG overall score of 56/100. The Group was assessed to have a robust ESG performance and a high reporting
rate (90%) compared to the sector average (75%).
In the ISS ESG Corporate Rating, TITAN was assessed as a company with a very high transparency level and
received an overall rating of “C” with a decile rank of 2, indicating a high relative ESG performance in its
industry group.
TITAN received a score of 54 in the 2021 S&P Global Corporate Sustainability Assessment, reﬂecting an
improvement of 22 points over the previous year.
* Disclaimer statement. The use by Titan Cement International S.A. of any MSCI ESG research llc or its affiliates (“MSCI”) data, and the use of MSCI logos, trademarks, service marks or index
names herein, do not constitute a sponsorship, endorsement, recommendation, or promotion of Titan Cement International by MSCI. MSCI services and data are the property of MSCI or its
information providers, and are provided ‘as-is’ and without warranty. MSCI names and logos are trademarks or service marks of MSCI.
Disclaimer:
All logos, trademarks, service marks or index names used in this website are the property of their respective owners and are used for informational purposes only. The use of the such logos,
trademarks, service marks or index names in this website does not constitute a sponsorship, endorsement, recommendation, or promotion of Titan Cement International S.A. or any of its
subsidiaries by any of the respective owners of the logos, trademarks, service marks or index names.
INTEGRATED ANNUAL REPORT 2021
TITAN CEMENT GROUP
S&P
Global Ratings
30
In 2021 we recorded substantial progress towards our ESG targets, demonstrating our
strong commitment to sustainability and long-term value creation for our customers,
local communities, employees and other stakeholders.
Targets 2025 and beyond 2020 2021
annual
progress
Decarbonization and digitalization
SBTi validation - Targets validated
Scope 1
1
Reduction of our net CO₂ emissions
to 500kg/t cementitious product (-35.0% vs. 1990 level)
674.0
(-13.4% vs. 1990)
654.2
(-16.0% vs. 1990)
Scope 1
1
Reduction of our gross CO
2
emissions
to 553kg/t cementitious product (-20.7% vs. 2020 level)
697.9
681.9
(-2.3% vs. 2020)
Scope 2
1
Reduction of our CO₂ emissions
to 32kg/t cementitious products (-45.0% vs. 2020 level)
61.0
51.5
(-15.6% vs 2020 level)
Monitoring and independent veriﬁcation of supply chain
(Scope 3)
2
emissions (kgCO₂/t cementious product)
116.8
103.4
Scope 3 emissions veriﬁed
by independent auditor
We commit to drive down the CO₂ footprint of our operations and
products aspiring to deliver society with carbon-neutral concrete
by 2050
Business Ambition for 1.5
o
C
commitment letter signed
Increase annual investment in Research and Innovation to €20m 10.5 10.7
Growth enabling work environment
Zero Fatalities 3 0
LTI frequency rate (employees) performance among the three
best in peer group
3
0.57 0.91
Wellbeing initiatives, addressing the physical, mental, social
and ﬁnancial dimensions of wellbeing for our employees, in all
countries
43 118
1/3 female participation in BoD (%) 21.0 20.0
Promote equal
opportunities and
inclusion and increase
by 20% female
participation in senior
roles, talent pools and
new hires
% women participation
in management
16.5 17.6
% women in senior management
14.0 14.7
% women
in new hires
13.4 17.2
100% of employees with access to upskilling and reskilling
opportunities, especially in areas vital for sustainable growth,
such as health and safety, digitalization, and decarbonization.
Learning hours in health and safety and digital
increased by 38% and 251% respectively
ESG PERFORMANCE
Making progress towards
our ESG targets
UNDERSTANDING TITAN
PERFORMANCE HIGHLIGHTS
31
1
Scope 1: direct CO₂ emissions (net); Scope 2: indirect CO₂ emissions from electricity.
2
Scope 3: indirect CO₂ emissions of the supply chain related to six categories considered relevant to cement production activities according to GCCA guidance.
3
Frequency of Lost Time Injuries (LTIFR) per million worked hours. Peer group deﬁnition: Cemex, Holcim, Argos, HeidelbergCement, CRH, Cementir, Vicat, Buzzi.
Comparison based on latest available information.
4
Active wholly-owned sites
5
Integrated cement plants
6
Key suppliers: critical ones according to GCCA Guidance for Sustainable Supply Chain management with a meaningful level of spend for TITAN.
Positive local impact
targets 2025 and beyond 2020 2021
annual
progress
Sustain and further improve
strong performance in cement
production-related speciﬁc
dust, NOx and SOx emissions
Dust emissions
(g/t clinker)
19.3
16.6
NOx emissions
(g/t clinker)
1,282 1,263
SOx emissions
(g/t clinker)
253
245
100% of sites
4
with quarry rehabilitation plans
91
91
Rehabilitation of 25% of affected areas
23.6 22.6
Quarry biodiversity management plans at 100% of our sites
4
in
high biodiversity value areas
90.0 83.0
100% of key operations covered with community engagement
plans (CEP), aligned with material issues and UN SDGs 2030
All key operations
covered by 124
initiatives
• All key operations
covered by 142 initiatives
• New CEP guidance
framework
2/3 of total spend directed to local suppliers and communities (%) 67.0 65.1
Responsible sourcing
Commit to a water consumption of 280l/t cementitious product
260.5
245.7
70% of water demand covered by recycled water 67.2 66.1
85% of production
5
covered by ISO 50001 or energy audits 54.9 86.2
50% of production
5
covered by “Zero Waste to Landﬁll”
certiﬁcation
29.5 56.2
70% of key suppliers
6
meeting TITAN ESG supplier standards • Sustainable Supply Chain Roadmap
• New Group Procurement Policy in 2021
• ESG criteria to evaluate key suppliers
Progress key:
Achieved
On track
In progress
INTEGRATED ANNUAL REPORT 2021
TITAN CEMENT GROUP
32
Delivering on our ambitions with
concrete actions
Decarbonization and digitalization
TITAN seeks to transform its business, focusing on resilience,
innovation and building solutions to serve our customers more
efficiently as we move towards a carbon-neutral, digital world.
Αs a signatory to the “Business Ambition for 1.5°C” commitment,
a worldwide campaign led by the Science Based Targets initiative
(SBTi), TITAN is committed to playing its part to limit global
warming to 1.5°C and to reach net-zero emissions by 2050. By
increasing the use of alternative fuels, accelerating our efforts in
energy efficiency, developing low-carbon products and adopting
innovative technologies and solutions, we further improved our
performance to meet the ESG targets we have set for 2025 and
beyond. In 2021, we reduced our speciﬁc emissions to 654.2kg CO₂
per tonne of cementitious product, 16.0% below 1990 levels.
Following an investment of ca. €20 million across several TITAN
plants in alternative fuel processing facilities and in feeding and
combustion infrastructure in the USA, Bulgaria, Greece and North
Macedonia, our alternative fuel thermal substitution rate grew to
15.5% in 2021, from 13.1% in 2020.
We further reduced the carbon footprint of our products by
shifting to lower-carbon cements in the USA, Greece, Egypt and
North Macedonia. Meanwhile, since September, approximately
half of Titan America’s cement output consists of the lower-carbon
Type IL cement, which has almost 15% lower carbon emissions.
Also, the Kamari plant in Greece has expanded its export product
portfolio to include Type IL to meet US market demand for
sustainable construction materials.
We also reduced our Scope 2 emissions by 15.6% in 2021, bringing
them to 51.5kg CO₂ per tonne of cementitious product due to
our energy efficiency measures and the decarbonization of
national power generation. In order to measure our Scope 3
emissions, we ran a full-scale exercise covering 13 integrated and
2 grinding cement plants. Scope 3 emissions represent 12.2% of
total emissions and equal 103.4kg CO₂ per tonne of cementitious
product.
Through our participation in the Open Innovation Challenge of the
Global Cement and Concrete Association (GCCA), we continued
to contribute to the research activity of the GCCA’s Innovandi
research network. We are experimenting with the use of hydrogen
as a fuel enhancer in cement clinker manufacturing and have run
industrial pilots in Greece and Bulgaria.
With tangible progress on all focus areas, we are well on track to achieve all our ESG targets
for 2025 and beyond.
ESG PERFORMANCE
% heat basis
0%
5%
10%
15%
20%
2016 2017 2018 2019 2020 2021
15.5%
13.1%
13.5%
12%
8.9%
8.4%
ALTERNATIVE FUEL SUBSTITUTION RATE
OUR CARBON FOOTPRINT IN 2021
Scope 1: 81.6%
Scope 3: 12.2%
Scope 2: 6,2%
31.2 million t
Avoided (direct net) CO₂ emissions (1990-2021)
kg/t cementitious product
620
640
660
680
700
720
2016 2017 2018 2019 2020 2021
654.2
674.0
676.6
686.1
700.3
701.4
SPECIFIC NET DIRECT CO2 Scope 1)
UNDERSTANDING TITAN
PERFORMANCE HIGHLIGHTS
33
In 2021, TITAN Group worked on identifying and assessing the risks
from climate change, and the opportunities from the transition to
a low-carbon economy, in alignment with the TCFD Framework.
We were recognized by the CDP (formerly Carbon Disclosure
Project) as a global climate leader for our transparency and actions
to mitigate climate change and transition to a net-zero economy
with an “A-” score.
In the related ﬁeld of digitalization, we see big data, analytics
and artiﬁcial intelligence (AI) of Industry 4.0 as an opportunity
to transform the industry. In 2021, our Group Digital Center of
Competence continued the rollout of existing AI-based Real
Time Optimizer solutions in plants in the USA, Greece, Brazil and
Southeastern Europe, leading to increased productivity and energy
efficiency. We also rolled out a machine learning-based failure
prediction system in plants in the USA, Egypt and Southeastern
Europe.
We continued to develop AI-based tools and proprietary tools for
forecasting sales demand as well as selected production inputs.
To improve customer experience and create a more efficient
commercial operating model, we worked on digitalizing how
we interact with our customers, deploying digital customer
applications in business units in the USA and Europe.
We support a digital transformation journey through internal and
external capability-building efforts and by creating an ecosystem
of partners comprising start-ups, academic institutions,
equipment and systems manufacturers and specialized advisers.
Group annual investment in Research and Innovation with
emphasis on digitalization and decarbonization stood at €10.7m in
2021.
Growth-enabling work environment
Core to our purpose is the cultivation of an inclusive culture with
equal opportunities for all our people to grow professionally within
a safe and healthy work environment.
In 2021, safeguarding our people and operations against COVID-19
remained our priority. We responded to the challenge of the
pandemic across all regions, with more than 13 initiatives in 7
countries to combat the impact on our employees and business
partners as well as to provide humanitarian support to local
communities. We launched information campaigns on vaccination
and encouraged our employees to get immunized, covering the
cost for more than 1,500 employees and contractors in the USA,
Egypt, Albania and North Macedonia.
Guided by our Group Health and Safety policy, we systematically
strengthened our accident prevention and health promotion
systems in all production and distribution operations. In Europe,
Turkey and Egypt, all of the cement plants and more than 83% of
the combined ready-mix concrete and aggregates plants are now
certiﬁed to the ISO 45001 standard, which has replaced OHSAS
18001. In the USA, all TITAN activities conform to the requirements
of the relevant OHS organizations.
Lost Time Injuries Frequency (LTIFR) for our own personnel was
0.91 LTI per million hours worked. While slightly higher than in
2020 (0.57 LTIs per million hours worked), the ﬁgure remains
consistent with the continuous improvement that began in 2017
(LTIFR 2.41) and has yielded an overall reduction of 62% that places
us among the best in our peer group. There were no fatalities.
Living up to our commitment to implement initiatives for the
physical, mental, social and ﬁnancial wellbeing of our people,
0
0.5
1.0
1.5
2.0
2.5
3.0
2016 2017 2018 2019 2020 2021
0.91
0.57
1.44
1.54
2.41
1.92
#/10⁶ h
0
20
40
60
80
100
120
2016 2017 2018 2019 2020 2021
38.1
24.1
57.4
55.7
109.0
78.2
EMPLOYEE LOST TIME INJURIES SEVERITY RATE
d/10⁶ h
INTEGRATED ANNUAL REPORT 2021
TITAN CEMENT GROUP
34
to their social and environmental concerns is a major pillar of our
ESG targets and a ﬁeld where TITAN has always demonstrated
strong performance.
In all our plants, management systems monitor and report on the
reduction of air emissions, the protection of biodiversity, water
management and recycling and quarry rehabilitation. Across the
group, we maintained a strong performance in reducing cement
production-related dust, NOx and SOx emissions, which were
within the target set for 2025.
The percentage of active quarry sites with rehabilitation plans
remained at the same level as last year. Furthermore, the
percentage of quarry land areas rehabilitated out of the total
affected land was slightly reduced. Although there was progress
with the rehabilitation activities in most of our Group Quarries,
this has not been reﬂected in the relevant indicator due to the
opening of a large land area in one aggregates quarry in Titan
America. However, the rehabilitation activities will continue in
the following years so as to achieve the respective ESG targets
for 2025. Finally, the number of the active quarry sites with
biodiversity management plans increased to 10, following the
completion of the plan at Agrinio quarry in Greece. The focus is
now to develop biodiversity management plans at the two new
sites recognized for their high biodiversity value, in order to meet
the respective ESG target for 2025.
Our community engagement plans (CEP) were aligned with the
material issues for our stakeholders and the UN SDGs 2030. We
implemented 142 initiatives in all countries of operation, which
we launched a Group-wide mental health campaign to raise
awareness and promote good mental health. Individual business
units provided a variety of programs to their employees, from
cyber and live expert talks, smoking cessation programs, and
nutritional support classes to virtual exercise sessions.
The recognition that achieving our aspirations for diversity and
inclusion requires the awareness, action, responsibility and
accountability of everyone in our business is at the foundation of
our Group Diversity, Equity and Inclusion Policy, launched in 2022.
The share of women in management increased to 17.6 in 2021 from
16.5 in 2020. The Group is on track to increase the participation of
women in senior roles, talent pools and new hires by 20% by 2025.
Investment in upskilling our people and building the required
capabilities needed for long-term growth continued. Due to
COVID-19 restrictions, our efforts focused on ensuring digital
training reached all targeted audiences. Our e-learning offerings
increased to 11,233 virtual training hours in 2021, corresponding to
214 courses. Total learning hours in health and safety and digital
increased by 38% and 251% respectively.
Our external learning platform provides employees with a vast
choice in acquiring knowledge and building skills. 97% of the
available LinkedΙn learning licenses have been activated, resulting
in the completion of attendance of nearly 29,000 learning videos
by almost 980 employees.
Positive local impact
Enabling our business operations and our people worldwide to
contribute to the prosperity of our local communities with respect
g/t clinker
1,000
1,200
1,400
1,600
1,800
2,000
2016 2017 2018 2019 2020 2021
1,263
1,282
1,269
1,307
1,345
1,709
SPECIFIC NO
€ 25.3m
Investments in environmental protection in 2021
65,132t
Avoided dust emissions (2003-2021)
2016 2017 2018 2019 2020 2021
83%83%83%
81%
80%
81%
75%
77%
79%
81%
83%
85%
UNDERSTANDING TITAN
PERFORMANCE HIGHLIGHTS
35
saw the engagement of more than 2,750 participants, of whom
almost 2,000 were TITAN employees. The CEPs beneﬁtted,
directly and indirectly, more than 0.4 million people in the
local and broader communities around our operations. We also
ensured that two-thirds of our total spend was directed to local
suppliers and communities, thus further enhancing our positive
local impact. In total, our 2021 local spend accounted for 65.1% of
total spending, close to the level of 2020.
Responsible sourcing
We are committed to the circular economy, taking actions to
minimize, reuse, recycle or recover materials and energy in order
to preserve natural resources, reduce CO₂ emissions and manage
waste efficiently.
In 2021, speciﬁc water consumption at our cement and grinding
plants and their attached quarries showed a reduction of approx.
6%, reaching 245.7l per tonne of cementitious product, which is
well below the target set for 2025. In addition, use of recycled
water over total water demand decreased slightly to 66.1%, but is
is still on track to reach the respective target for 2025.
We also continued to expand the use of energy-efficiency
management systems, with our plants in Alexandria and Beni
Suef in Egypt and Usje in North Macedonia successfully installing
systems certiﬁed according to ISO 50001:2018. As a result,
86.2% of our total clinker production is now covered by ISO
50001, exceeding the 2025 target of 85.0% and marking a 54.9%
improvement from last year.
Steady progress was made to reduce landﬁll waste. Our cement
plants in Greece (Kamari, Patras and Thessaloniki) obtained
“Zero Waste to Landﬁll” certiﬁcation – and the highest Platinum
rating – for diverting virtually all plant waste from landﬁll. As a
result, 56.2% of our total clinker production is now covered by
“Zero Waste to Landﬁll” certiﬁcation, exceeding the 2025 target
of 50.0% and showing an increase of 29.5% from 2020.
To empower our business ecosystems to incorporate
sustainability considerations in their business decisions and daily
behaviors, a Sustainable Supply Chain Roadmap was developed
with speciﬁc milestones to ensure that 70% of our key suppliers
meet TITAN ESG Supplier standards by 2025. As a ﬁrst step and
in line with the roadmap, our ﬁrst TITAN Group Procurement
Policy was published, laying down the fundamental principles
governing procurement, incorporating practices that enhance
our commitment to be a socially responsible, ethical and
environmentally sensitive enterprise. Our efforts to engage with
our suppliers on climate change have been recognized by CDP
with an “A-” score in the CDP Supplier Engagement rating, which
is in the Leadership band of CDP.
36.3 million m³
Avoided water consumption (2003-2021)
86.2%
of the Group’s total clinker production capacity
covered by ISO 50001
% Dry
0%
2%
4%
6%
8%
2016 2017 2018 2019 2020 2021
6.6%
6.4%
7.1%
5.5%
5.4%
5.1%
ALTERNATIVE RAW MATERIALS USE
2,750 participants
in 142 community engagement initiatives
INTEGRATED ANNUAL REPORT 2021
TITAN CEMENT GROUP
36
Through sound corporate governance, we aim to ensure that every management decision
is aligned with our purpose and core values, takes due account of our sustainability
considerations and serves the best interests of our stakeholders. By proactively identifying,
assessing and managing all our potentially signiﬁcant risks and opportunities, we ensure
that we are prepared to achieve our strategic objectives and address issues that may affect
the long-term sustainability of our business.
UNDERSTANDING TITAN
PERFORMANCE HIGHLIGHTS
ESG PERFORMANCE
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 15 directors.
The Board members have high-level, diverse and complementary
expertise, and signiﬁcant experience relevant to the main
challenges that TITAN faces in its business environment and
key markets. The Board members bring their experience and
competence in many areas including ﬁnance, international
investments, engineering, technology, business administration,
sustainability, strategic planning, banking, legal/regulatory
matters, insurance, audit, energy, politics, government and
foreign affairs, 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.
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.
Group Executive Committee
The Group Executive Committee (ExCo) consists of the following
members:
• Dimitri Papalexopoulos, Chair
• Alexandra Papalexopoulou, Deputy Chair
• Michael Colakides, Managing Director and Group CFO
• Leonidas Canellopoulos, Group Chief Sustainability Officer
• Michael Chivers, Group Human Resources Director
• Antonis Kyrkos, Group Transformation and Strategic Planning
Director
• Yanni Paniaras, Group Executive Director Europe and
Sustainability
• Christos Panagopoulos, Regional Director Eastern
Mediterranean
• Fokion Tasoulas, Group Innovation and Technology Director
• Bill Zarkalis, Group COO, President and CEO of Titan America LLC
The role of the Group Executive Committee is to facilitate:
• cooperation and coordination of the Company’s subsidiaries
• supervision of Group operations
• monitoring of Group management performance
• implementation of decisions and related accountability
Good governance, transparency
and business ethics
37
Efstratios-Georgios (Takis) Arapoglou
Chairman
Chair of Nomination Committee
Non-executive Director
Kyriacos Riris
Vice-Chairman
Chair of Audit and Risk Committee
Independent Director
Dimitri Papalexopoulos
Chair of the Group Executive Committee
Executive Director
Michael Colakides
Managing Director and Group CFO
Executive Director
William Antholis
Member of Remuneration Committee
Independent Director
Andreas Artemis
Member of Nomination Committee
Independent Director
Leonidas Canellopoulos
Chief Sustainability Officer
Executive Director
Harry David
Member of Audit and Risk Committee
Independent Director
Lyn Grobler *
(since 31 December 2021)
Member of Nomination Committee
Independent Director
Yanni Paniaras
Group Executive Director Europe and Sustainability
Executive Director
Alexandra Papalexopoulou
Deputy Chair of the Group Executive Committee
Executive Director
Stelios Triantafyllides
Member of Remuneration Committee
Independent Director
Dimitris Tsitsiragos
Member of Audit and Risk Committee
Independent Director
Bill Zarkalis
Chief Operating Officer
President and CEO of Titan America LLC
Executive Director
Mona Zulﬁcar
Chair of Remuneration Committee
Independent Director
INTEGRATED ANNUAL REPORT 2021
TITAN CEMENT GROUP
Other Board committees
The Board, in order to discharge its duties effectively and
efficiently, has set up specialized committees to analyze speciﬁc
issues and provide relevant advice. Without prejudice to its right
to set up other committees, the Board has established the:
• Audit and Risk Committee, comprised entirely of independent
directors
• Remuneration Committee, comprised entirely of independent
directors
• Nomination Committee, comprised of two independent directors
and chaired by the Chairman of the Board, who is a non-
executive director
The Board ensures that each committee has a balanced
composition and has the necessary independence, skills,
knowledge, experience and capacity to execute its duties
effectively.
699.05%3/15
Directors
are female
8/15
Directors are
independent
9/15
Directors are
non-executive
Board attendance
Different nationalities
represented on the Board
(US, Egypt, UK, Cyprus, Greece,
South Africa)
* Maria Vassalou served as Independent Director and member of the Nomination Committee until 31 December 2021.
Titan Cement International S.A. Board of Directors:
38
Sustainability governance
Sustainability is embedded ﬁrmly in our strategy through the
regular review of all issues that are material to the business
and 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 good governance, transparency and
business ethics that is prevalent across the Group.
ExCo Sustainability Committee
Chair: Chairman of the Group Executive Committee
Convener: Chief Sustainability Officer
The Group Executive Committee, acknowledging sustainability
as a top priority of the Company, has set up an ExCo
Sustainability Committee comprised of Executive Directors of
the Company, the Group ESG Performance Director and other
senior managers of the Group depending on the agenda.
TITAN’s Executive Sustainability Committee is convened by
the Chief Sustainability Officer to monitor performance and
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. ESG targets and
• decide on corrective actions, review and revise the areas
of focus, set appropriate targets dynamically reviewing the
corporate materiality assessment
Sustainability Working Group (SWG)
Chair: Chief Sustainability Officer
Convener: Group ESG Performance Director
The Sustainability Working Group SWG is responsible for
supporting the coordination of the Group sustainability agenda
and the relevant decision-making at both Group and regional
level. The main responsibilities of the SWG are to:
• develop and prepare speciﬁc proposals related to the Group
Sustainability Agenda
• cascade targets internally through different functions and
business units
• coordinate TITAN’s partnerships with international
organizations, networks and initiatives
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. It does so through a network, which consists of ESG
liaison delegates from every business unit and coordinates the
implementation of sustainability commitments at regional level.
Introducing ESG criteria in executive Remuneration
TITAN recognizes that linking environmental, social and
governance (ESG) performance to executive pay can help hold
executive management to account for the delivery of the
Group’s ESG targets, while strengthening the oversight of the
sustainability agenda at Board level.
As per the Group’s remuneration policy, a three-year CO₂ target
that is compatible with the Group’s 2030 CO₂ targets is included
in the performance objectives of the deferred compensation
incentive for executive members of the Board and the members
of the Executive Committee. In addition, 5% of the Short-
term Incentive Scheme (STIP) is linked to the Lost Time Injury
Frequency Rate.
Group policies and Code of Conduct
To ensure that we conduct our business with respect,
accountability and responsibility, we have developed our
Code of Conduct and Group Policies, applicable to all Group
operations, which cover all strategic areas and provide guidelines
to employees and external business collaborators, to ensure
compliance with the applicable internal and statutory rules.
Group Policies include, but are not limited to, Anti-Bribery and
Corruption, Conﬂict of Interest, Competition Law, Sanctions,
Corporate Social Responsibility, Whistleblowing, Environmental
and Climate mitigation, Protection of Personal Data, Human
Rights, Occupational Health and Safety. In 2021, we launched
a new Procurement policy and at the beginning of 2022, we
launched a new Diversity, Equity and Inclusion policy. All our
policies are available on the Group corporate website (https://
www.titan-cement.com/about-us/corporate-governance/group-
policies/).
Male: 17
Female: 21
ESG NETWORK MEMBERS
UNDERSTANDING TITAN
PERFORMANCE HIGHLIGHTS
39
TITAN Group’s Compliance Program and business ethics
A TITAN Group Compliance Program has been in place since
2020, as an integrated system of activities, mechanisms and
controls, aiming to provide adequate assurance that compliance
risks are timely identiﬁed, properly assessed and effectively
mitigated, so that the possibility of a signiﬁcant compliance
failure is minimized. The Compliance Program facilitates the
effort 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 and incorporates monitoring
and oversight, compliance awareness, training, risk assessment
and third-party due diligence components.
Consistent with our values and culture, and as clearly articulated
in the TITAN Code of Conduct and relevant Group Policies,
the Group follows a zero-tolerance approach towards bribery,
fraud and any other corruptive practice. The Anti-Fraud
Program Framework was developed during 2021 and widely
communicated throughout the Group promoting openness and
transparency, providing standards and guidelines, and clarifying
roles, expectations and responsibilities on the subject of
occupational fraud.
TITAN launched in 2021 the second phase of its “Group Policies
Awareness” program, with the aim to raise awareness and
understanding around our Code of Conduct and the set of
Sustainability and Social Responsibility Policies – the tools that
foster ethical behavior and represent “Our Culture in Practice”.
Commitment to human rights
Consistent with the United Nations Guiding Principles on
Business and Human Rights, TITAN is committed to respecting
and supporting human rights with regard to its employees,
the communities where it operates and its business partners.
Human rights is one of the key subject areas of the TITAN
Group Compliance Program, which provides a well-structured
framework to address relevant activities in a disciplined and
holistic way across the Group.
To intensify our efforts to ensure compliance not only with
regulatory but also with ESG requirements, and to ensure a
responsible supply chain, a comprehensive Third-Party Due
Diligence system, supported by an online tool, was developed in
2021 and is ready to be put into operation.
Our Whistleblowing Policy, introduced in 2020, encourages
employees to report possible misconduct, fraud or abuse. In
parallel, EthicsPoint, the Group reporting platform launched in
2020, provides a uniform, anonymous and strictly conﬁdential
channel, through a globally available digital tool, to facilitate the
conﬁdential reporting of any concern and ensure that incidents
are reported, examined and resolved with a remedy plan, if and
when necessary, thus fostering a culture of integrity and ethical
conduct.
11
Cases reported through
EthicsPoint
8,974
Compliance training hours
INTEGRATED ANNUAL REPORT 2021
TITAN CEMENT GROUP
40
Risk management
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.
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 disruptions (e.g. COVID-19)
Financial - in particular:
• Foreign currency risks
• Interest rate risks
• Liquidity and leverage risks
• Counterparty risks
ESG risks:
• Health and safety
• Risks related to the environment
• Human Resources, Diversity and Inclusion
• Regulatory compliance risk
Operational Risks:
• Production cost
• Natural disasters (e.g. due to climate change)
• Cybersecurity Risks
• Supply Chain Disruption
Most
Operational/
ESG risks
that occur
at the level
of individual
businesses
Risk
Management
Approach
• Executive Committee
• Capex Committee
• Group Finance
• Other Group functions (e.g.
Procurement, R&I, IT, HR, ESG)
• Business Units (BU)
• Higher central oversight vs. BU-led risks
• BU
management
as part of
day-to-day
operations
• Embedded
into business
processes
In 2021 a speciﬁc scenario-modelling assessment of the Group’s climate-related risks and opportunities took place implementing the
TCFD framework as one can see on page 41. The exercise covered physical risks like extreme temperatures, ﬂooding and water stress,
as well as transition risks, like carbon pricing, reputational risks and litigation.
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:
UNDERSTANDING TITAN
PERFORMANCE HIGHLIGHTS
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 and 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
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
01 2345
41
Climate-related ﬁnancial
disclosures (TCFD)
Engaging with climate change risk experts and based on the
different Intergovernmental Panel on Climate Change (IPCC)
scenarios, TITAN Group in 2021 assessed the physical and
transitional risks stemming from climate change, as well as the
opportunities from the transition to a low-carbon economy,
according to TCFD recommendations. The table below provides
all necessary links with the TITAN Integrated Annual Report
and our 2021 submission to the CDP. More information on the
methodology used and the risks and opportunities can be found
on page 95-96 of the Report (ESG Performance Review).
Governance Strategy Risk management Metrics and targets
Board’s oversight of
climate-related risks and
opportunities
IAR 2021, p.36-38, 40, 95-96
CDP C1. Governance
Climate-related risks and
opportunities identiﬁed
IAR 2021, p.12, 73-78
CDP C2. Risks and opportunities
Processes for identifying and
assessing climate-related
risks
IAR 2021, p.40, 73-78, 95-96
CDP C1. Governance
C2. Risks and opportunities
Metrics used
IAR 2021, p.30, 40, 73-78, 82-84,
95-96, 103-105, 120
CDP C1. Governance
C4. Targets and performance
C9. Additional metrics
C11. Carbon pricing
Management’s role
IAR 2021, p.36-38, 40, 95-96
CDP C1. Governance
Impact on the organization’s
businesses, strategy, and
ﬁnancial planning
IAR 2021, p.12, 73-78
CDP C2. Risks and opportunities
C3. Business Strategy
C4. Targets and performance
C9. Additional metrics
C12. Engagement
Processes for managing
climate-related risks
IAR 2021, p.40, 73-78, 95-96
CDP C1. Governance
C2. Risks and opportunities
C3. Business Strategy
C9. Additional metrics
C11. Carbon pricing
C12. Engagement
Scope 1, 2 and 3 GHG and the
related risks
IAR 2021, p.82-84, 103-105, 120
CDP C6. Emissions data
C7.Emissions breakdown
C8. Energy
C9. Additional metrics
Resilience of the
organization’s strategy, for
different scenarios
IAR 2021, p.12, 73-78
CDP C2. Risks and opportunities
Integration into overall risk
management
IAR 2021, p.40, 73-78, 95-96
CDP C1. Governance
C2. Risks and opportunities
Targets and performance
against targets
IAR 2021, p.30
CDP C1. Governance
C4. Targets and performance
Please visit https://www.cdp.net for TITAN’s response to the CDP Climate change questionnaire
The cement sector will play a dual role in the transition to carbon neutrality: it will provide
infrastructure that is resilient to a changing climate and extreme weather events, and it will
reduce its own carbon footprint to help limit climate change.
INTEGRATED ANNUAL REPORT 2021
TITAN CEMENT GROUP
2021 performance highlights
REGIONAL PERFORMANCE
A record year of growth despite global cost
headwinds. Favorable macroeconomic
indicators support construction activity;
substantial investments under way to
capture the anticipated market upside.
Scope 1 net CO₂ emissions
(kg/t cementitious product):
643.6
(2020: 700.2)
LTIFR (employees):
0.38
(2020: 0.39)
%sales of Type IL:
50
Alternative fuel substitution rate
(%heat basis):
8.8
(2020: 5.8)
Revenue
€983.6m
(2020: €939.7m)
EBITDA
€158.0m
(2020: €176.4m)
Assets
€1,133.3m
(2020: €1,104.9m)
2
2
Integrated
cement
plants
2,278
8
Quarries
3
Import
terminals
82
Ready-
mix
plants
7
Concrete
block
plants
4
Fly ash
processing
plants
Operational Units
Employees
USA
Market overview
The US economy rebounded strongly in 2021, following the
historic slowdown attributed to the COVID-19 pandemic. Real
GDP increased by 5.7% following a decrease of 3.4% in 2020 and
unemployment declined to 3.9%, showcasing an impressive
economic recovery. Inﬂation reached 7%, a level not seen since
the 1980s, reﬂecting the buoyancy of the economy.
Bolstered by historically low interest rates, construction
spending increased by 8.2% to $1.59 trillion. Residential
spending increased by 22.9% mainly driven by strong single-
family housing. Public construction spending contracted by
4.1% and private non-residential construction decreased by
2.1%, principally due to the decline in the travel and office
construction segments. In total for 2021, cement consumption in
the US increased by 4.1% reaching 109 million tonnes.
Regional performance
2021 was a year of solid growth for Titan America. Consumption
in our markets grew considerably above the US average, as our
customers saw their activities expanding and their backlogs
increasing. 2021 also marked an industry milestone as US
lawmakers approved the $1.2 trillion Infrastructure Investment
and Jobs Act. The Act includes $550 billion in additional new
spending that equates to an estimated increase of 50 million
tonnes of cement consumption over a ﬁve-year period (PCA
estimates). Considering the strength of the US market and its
positive outlook, the Group initiated an ambitious investment
program, aimed at expanding the effective supply capacity
of its operations and at achieving efficiencies in logistics
UNDERSTANDING TITAN
PERFORMANCE HIGHLIGHTS
Roanoke cement plant, USA
43
TITAN aims to produce carbon-neutral
concrete by 2050, in line with the
goals of the Paris Climate accord. In
an important step towards achieving
this goal, TITAN USA has pioneered the
adoption of Portland-limestone cement
(PLC), which offers customers lower CO₂
emissions of up to 15% with equivalent
performance. Low-carbon cements, such
as PLC (ASTM Type IL), are essential
for sustainable development and were
ﬁrst introduced by TITAN USA in 2015.
Since September 2021, approximately
half of Titan America’s cement output
consists of the lower-carbon Type IL
cement, making Pennsuco the largest
producer of it in the USA. Our PLC was
the ﬁrst such cement to be approved by
Florida Department of Transportation
(FDOT) in 2017. We also worked closely
with customers and speciﬁers to update
commercial construction speciﬁcations
and support successful conversions of
our products to PLC.
Leading in low-carbon cement manufacturing
SDGs related to regional material issues:
and production, in order to capture growth. In 2021 cement,
ready-mix, concrete blocks and ﬂy ash sales increased, while
aggregates sales were maintained at high levels. Revenue for
TITAN’s US operations increased compared to 2020 reaching
$1.2 billion, an increase of 8.6% year on year. In euro terms,
revenue increased by 4.7% to €983.6 million. EBITDA reached
€158.0 million, a decline of 10.5% compared to 2020 (-6.8% in US
$ terms) as operational proﬁtability was constrained by global
cost headwinds and supply chain disruptions which reﬂected
negatively on import freight, energy, logistics and labor costs.
Florida
Florida continues to develop as a business and ﬁnancial center
and also to beneﬁt from the positive migration trends of recent
years, which are leading to increased housing demand and
attendant non-residential construction. Overall, 2021 cement
consumption in Florida grew by 12.2% to 9.1 million tonnes.
Virginia, and the Carolinas
Cement consumption in Virginia increased by 2.9% to 2.2 million
tonnes, while consumption in North Carolina increased by 7.3%
to 3.2 million tonnes. Business performance was driven by
increased volumes, boosted by strong residential demand and
cement-intensive public works projects.
New York/Metro
In the New York Metropolitan area, cement consumption
increased by 4.6% to 1.9 million tonnes and in New Jersey by 7.4%
to 1.5 million tonnes. Our import terminal, which serves both
aforementioned markets, expanded its sales but higher import
costs negatively affected its proﬁtability.
ESG Performance
In 2021, protecting the health and wellbeing of our people
and communities from COVID-19 remained a key priority. We
continued to provide emergency sick and quarantine pay, which
we established in 2020, and to implement COVID-related safe-
working protocols. We provided onsite vaccination clinics for
families and contractors, and established new mental health and
wellbeing programs. Lost time and recordable health and safety
incidents remained at historical lows. Despite the pandemic
and the tight labor market, we were able to continue to hire,
onboard and train employees in preparation for our next phase
of growth. We accelerated progress towards our carbon footprint
goals. Our new processed engineered fuel facility at Pennsuco
enabled the substitution of coal and natural gas usage in our
kiln by 30% with alternative fuels. The plant is now also the
largest producer of Portland-limestone cement (PLC) which
meets ASTM C595 Type IL speciﬁcations, in the USA. Pennsuco
and Roanoke, the only US cement plants certiﬁed to ISO 50001,
enjoy at least 15 years of energy-management excellence under
the EnergyStar program. The Portland Cement Association (PCA)
and the US Green Building Council recognized the two sites in
their annual environmental performance awards for excellence
in sustainability and community engagement. Last but not least,
the Roanoke team strengthened community partnership during
the pandemic by creatively using drone technology to deliver
plant tours.
INTEGRATED ANNUAL REPORT 2021
TITAN CEMENT GROUP
Pennsuco cement plant, USA
REGIONAL PERFORMANCE
Greece and Western Europe
2019 Performance highlights
Marked performance improvement despite
the signiﬁcant rise in energy costs.
Market overview
Demand continued to grow at a strong rate, similar to the one
recorded in 2020, leading cement consumption in 2021 close to
the 3 million tonnes mark. The main drivers of demand were the
increased levels of activity in public and municipal infrastructure
projects, as well as growth in residential construction and
broader real estate and logistics projects. Tourism activity also
picked up, following the slowdown caused by the pandemic.
The positive trend in residential construction and tourism is set
to continue, as indicated by the consistent increase in building
permits, while large-scale infrastructure projects across Greece
are now underway.
Cement exports remained strong, with the US representing
Greece’s biggest export destination.
Regional performance
2021 was a year of solid sales performance, with higher export
and domestic cement volumes. At the same time proﬁtability
was impacted by an unexpected steep rise in energy, raw
materials, and transportation costs in the second half of
the year which have affected the industry at a national and
international level. Energy costs were partly mitigated by the
notable increase in alternative fuel utilization and by further
operational efficiencies that resulted from an increased number
of digitalization projects, such as the Cement Mill Optimization
projects carried out in our plants.
Overall export volumes remained strong with the US being the
leading destination. The Group’s import terminals in the UK, Italy
and France performed in line with the trends of their respective
local markets. As such, high cement export volumes also resulted
in high capacity utilization rates of the plants. Total revenue for
Greece and Western Europe in 2021 increased by 9.4% to €267.6
million while EBITDA increased by €7.4 million to €23.6 million.
2021 performance highlights
Employees
1,208
Revenue
€267.6m
(2020: €244.6m)
EBITDA
€23.6m
(2020: €16.2m)
Assets
€549.4m
(2020: €551.5m)
Alternative fuel substitution rate
(%heat basis):
28.6
(2020:27.0)
LTIFR (employees):
0.00
(2020: 0.49)
Active quarry sites with biodiversity
management plans:
6
(2020: 5)
Share of women in new hires (%):
29.8
(2020: 20.3)
3
Integrated
cement
plants
25
Quarries
1
Cement
grinding
plant
2
Processed
engineered
fuel
facilities
3
Import
terminals
28
Ready-
mix
plants
1
Dry
mortar
plant
Operational Units
UNDERSTANDING TITAN
PERFORMANCE HIGHLIGHTS
Patras cement plant, Greece
45
ESG Performance
We maintained our strong performance in Health and Safety
despite the limitations caused by the pandemic. Leading
indicators, including training hours for employees and contractors
remained on target and we piloted a new e-learning program in
our plant in Patras. We continued to reduce our carbon footprint,
by further increasing the use of alternative fuels and reducing
our clinker-to-cement ratio, through the launch of new types of
cement – CEM II/B-M 42.5 and Type IL (ASTM) for our domestic and
international markets. We also piloted two new decarbonization
initiatives: the introduction of hydrogen as a fuel enhancer in the
main burner of the kiln and the use of calcined clays in low-carbon
cement production. Moreover, we issued third-party veriﬁed
Environmental Product Declarations (EPDs) for all cement and key
concrete products, to mark our product and process excellence,
disclosing the information customers need for sustainable
construction. All our integrated cement plants in Greece received
platinum-level zero waste-to-landﬁll certiﬁcations for diverting
practically 100% of waste from landﬁlls. Our sustainability
initiatives in 2021 focused on creating value for communities
through partnerships with the Hellenic Society for the Protection
of Nature, Young Men's Christian Association Thessaloniki and
Youthnest. The previous year was also rich in actions for our
employees, with an emphasis on promoting well-being, fostering
open communication and accelerating talent development.
Last but not least, following the devastating summer wildﬁres
across Greece, TITAN and the Paul and Alexandra Canellopoulos
Foundation jointly donated a total of €1 million for long-term
rehabilitation and prevention efforts.
In 2021, TITAN’s cement plant in Thessaloniki participated in
the multi-stakeholder circular economy program “Nothing
to Waste” to promote sustainable solutions for the local
community and the environment, in collaboration with other
companies. At the core of the project, which was initiated by
TITAN and its employees, are 24 companies and more than
500 employees. The initiative was designed and implemented
with the scientiﬁc support of the non-proﬁt organization
“NoWaste21”. It promotes efficient waste management while
taking into account the speciﬁcs of each type of business
activity.
Recycling corners were created in each of the 24 businesses
to collect and sort six types of recyclable materials, namely
paper, PET plastic bottles, residual plastic-metal-composite
packaging (PMD), electrical appliances, portable batteries, and
cooking oil. A training program for the employees and their
families was carried out on topics such as waste prevention,
circular economy as a new model of individual responsibility
towards the environment, and the preservation of natural
resources for future generations.
Some 16 metric tonnes of recyclable materials were collected.
This signiﬁcant result highlights the role that all businesses,
irrespective of size, can play in promoting circular economy
and the leadership that companies such as TITAN, can and
must show in bringing together peers, authorities and
communities for the beneﬁt of the environment.
“Nothing to Waste”: A recycling business initiative for the community
SDGs related to regional material issues:
INTEGRATED ANNUAL REPORT 2021
TITAN CEMENT GROUP
REGIONAL PERFORMANCE
Southeastern Europe
Construction activity and attendant cement
demand continued to grow; surge in
energy costs in the second half softened
proﬁtability performance.
Regional performance
In this growing regional market, revenue increased to €290.6
million, driven by higher domestic market volumes and improved
pricing. Price increases were not sufficient to offset the increase
in electricity and fuel costs, which surged especially in the
second half of the year. As a result, in spite of productivity gains,
EBITDA declined by 14.8% versus 2020, reaching €81.9 million, still
above however the proﬁtability of 2019. In the last quarter, price
increases were announced, in anticipation of further input cost
hikes in the coming months.
In the second year of the pandemic, our plants were fully
operational, whilst our focus remained on protecting the health
and well-being of our employees. We continued investing in
expanding the efficiency of our plants, with two of them reaching
more than 10-year production records.
Albania
The Albanian economy grew by ca. 7%, following a year of
contraction. Private construction activity continued being robust,
while heightened building activity in the run-up to elections
held in the ﬁrst half of the year boosted cement demand by an
estimated 12% compared to 2020.
Bulgaria
In spite of a ca. 3% growth in Bulgaria’s GDP, the construction
market slowed down, as a result of the political uncertainty
generated by repeated elections. Cement demand recorded only a
marginal increase of approximately 1%. Group volumes decreased,
squeezed by the increase in the ﬂow of imports into the country.
Alternative fuel utilization reached new records, supporting both
the company’s decarbonization efforts and helping mitigate
energy costs.
2021 performance highlights
Employees
1,130
Revenue
€290.6m
(2020: €271.0m)
EBITDA
€81.9m
(2020: €96.2m)
Assets
€467.1m
(2020: €456.9m)
Scope 1 speciﬁc net CO₂ emissions
(kg/t cementitious product):
633.1
(2020: 641.6)
LTIFR (employees):
2.43
(2020: 1.48)
Share of women in new hires (%):
33.8
(2020: 29.5)
Number of community engagement
initiatives:
77
(2020: 65)
Alternative fuel substitution rate
(8.0% heat basis):
8.0
(2020:6.7)
5
Integrated
cement
plants
20
Quarries
1
Processed
engineered
fuel facility
6
Ready-
mix
plants
Operational Units
UNDERSTANDING TITAN
PERFORMANCE HIGHLIGHTS
Antea cement plant, Albania
47
Kosovo
The construction sector in Kosovo, driven by the residential and
commercial segments, grew by an estimated 4% on the back
of a GDP growth of ca. 7%. TITAN supplied the market from its
local plant as well as through its nearby cement plant network in
North Macedonia and Albania, having set up the supply chain to
effectively serve the market in line with the evolution of demand.
North Macedonia
GDP in North Macedonia grew by ca. 4% in 2021 with the
construction market following at pace and recording a growth of
ca. 3%, driven by all market segments. Demand for apartments
and an increase in construction permits after the lifting of a
moratorium in Skopje, were pertinent growth drivers. Thanks to
an investment in a new shredding line at ΤΙΤΑΝ’s plant, the use of
locally sourced alternative fuels was increased.
Serbia
The Serbian economy grew by 6% in 2021. Continuing public
infrastructure spending, but mainly a strong activity in residential
and commercial building, fueled cement demand, which grew by
ca. 14%. In neighbouring Montenegro, the main export market
of our Serbian subsidiary Kosjeric, the cement market declined
despite strong economic growth. The expected start of new
infrastructure projects has not yet materialized. During a major
kiln overhaul, we invested in the installation of a new main ﬁlter
for the plant, further reducing dust emissions.
ESG Performance
All ﬁve plants in the region continued to apply preventative
measures to stem the spread of COVID-19 among their people,
partners and local communities and to offer youth training,
outreach, mental health support and wellbeing programs.
TITAN Bulgaria’s efforts were recognized as best in class by the
Centre for Safety and Health at Work Foundation, while TITAN
Serbia continued its support to local public health institutions.
In Kosovo, we provided employment opportunities to young
people and training towards employability by joining forces with
private sector companies and local authorities. The Kosovo CSR
Network acknowledged TITAN’s contribution to society with the
Annual CSR Award. Health and Safety remained a priority, with
TITAN Bulgaria digitizing safety procedures and devising a new
safety program that streamlines all safety-critical procedures for
the region. The plants also continued to take important steps
towards decarbonization. TITAN Bulgaria managed to replace 44%
of the conventional fossil fuels in the clinker production process
with alternative fuels, thus cutting CO₂ emissions by 25kg CO₂/t
cementitious product. The installation of a modern bag ﬁlter on
the rotary kiln in Serbia, an investment of almost €2 million, has
signiﬁcantly reduced dust emissions, contributing to the overall
strong environmental performance of the plant.
Zlatna Panega plant and its quarries are
located in an area of high biodiversity
value. In 2021, we implemented two
projects, in cooperation with Bulgarian
experts, in order to map out a science-
based path for the rehabilitation of the
ecosystems in the quarry. We conducted a
Net Impact Assessment (NIA) based on the
GCCA Guidelines for Quarry Rehabilitation
and Biodiversity Management. This will
allow us to amend, improve or come up
with additional respective biodiversity
rehabilitation measures in the area,
such as increasing afforestation areas,
diversifying the hornbeam with other species
characteristic for the area, but also adding
hairy oak plantations, supporting thus
some threatened and vulnerable species
developing on the periphery of such forests.
We also carried out an ecosystem services
assessment, which follows the Toolkit for
Ecosystem Service Site-based Assessment
(TESSA), developed by Birdlife International in
partnership with the University of Cambridge
and Anglia Ruskin University. This assessment
will help us to better evaluate the possible
future uses of the rehabilitated area. As part
of the TESSA study, we conducted two public
consultations with the local community and
other important stakeholders.
Connecting biodiversity management with social needs
SDGs related to regional material issues:
INTEGRATED ANNUAL REPORT 2021
TITAN CEMENT GROUP
REGIONAL PERFORMANCE
Eastern Mediterranean
Return to positive performance in an
environment of continued demand growth,
despite local macroeconomic uncertainties.
Market overview
Egypt's economy has been resilient in the face of the COVID-19
pandemic, recording GDP growth of 3.3% in 2021, following growth
of 3.6% in 2020. Cement demand started to recover after four
years, as a result of stronger construction activity coming from
national infrastructure projects and the construction of affordable
housing. Cement consumption reached 48.5 million tonnes
posting a 6% increase.
In Turkey, despite the volatile economic environment witnessed
through a sharp depreciation of the local currency of 65% vs the
euro, soaring inﬂation of 36% and a reduction in households’
real income, the economy grew by 9% in 2021, thanks to the
continuous credit expansion following a series of rate cuts by the
Central bank. Domestic cement demand strengthened by 7%,
reaching 60 million tonnes, still approximately 15% below the peak
levels of 2017.
Regional performance
Following a few years of weak performance and despite the
macroeconomic uncertainties, the Eastern Mediterranean region
recorded total revenue of €172.8 million, an increase of 13.9% from
2020. EBITDA was €11.8 million versus a €3.3 million loss in 2020,
reﬂecting a signiﬁcant improvement in the EBITDA margin, despite
the sharp depreciation of the Turkish Lira.
Egypt
The market regulation agreement set by the Egyptian government
on all cement producers in July 2021 narrowed the gap between
supply and demand, leading prices to much healthier levels.
Moreover, to assist the real estate industry, the government
initiated a new construction-mapping layout deﬁning permitted
2021 performance highlights
Employees
742
Revenue
€172.8m
(2020: €151.7m)
EBITDA
€11.8m
(2020: €-3.3m)
Assets
€447.2m
(2020: €484.8m)
Alternative fuel substitution rate
(%heat basis):
13.1
(2020: 10.8)
LTIFR (employees):
2.17
(2020: 0.00)
Employees from local community (%):
88.9
(2020: 88.9)
Local spend(%):
85.1
(2020: 85.9)
Integrated cement plants with certiﬁed
Energy Management Systems
(ISO 50001 or equivalent) (%):
100
(2020: 37)
3
3
Integrated
cement
plants
1
Cement
grinding
plant
7
Ready-mix
plants
2
Processed
engineered
fuel
facilities
13
Quarries
Operational Units
UNDERSTANDING TITAN
PERFORMANCE HIGHLIGHTS
Tokat cement plant, Turkey
49
and restricted areas for building, issued new construction licensing
procedures and directed the central bank of Egypt to facilitate
mortgage procedures and conditions. TITAN achieved 7% volume
growth year on year and an increase in revenue, mainly driven
by price increases and expansion in new cement products. Many
decarbonization initiatives took place, leading to a reduction
of CO₂ emissions by 6% in Alexandria and 2% in Beni Suef. The
Company focused on operational excellence and digitization
projects, while also exploring new growth opportunities, mainly in
export markets.
Turkey
The performance of our Turkish operations in 2021 reﬂected the
upward trend of the cement industry. Continued demand for
private housing, public infrastructure projects as well as exports
were for another year the backbones of growth for our local
operations. Production costs increased mainly due to higher
electricity and fuel prices -both affected by the depreciation of the
Turkish Lira by 65%- however they were offset by signiﬁcant price
increases and by growth in both domestic and export volumes.
Our local modern assets and the healthy balance sheet, allowed
us to withstand macroeconomic headwinds and to satisfy the
increasing market demand.
ESG performance
Despite a challenging year in both plants due to COVID-19 and
its ﬁnancial ramiﬁcations, TITAN Egypt and TITAN Turkey took a
number of steps to improve their ESG performance. TITAN Egypt
secured ISO 50001 certiﬁcation in energy management, thus
building on its achievements in reducing its carbon footprint.
Likewise, TITAN Turkey stepped up its usage of alternative fuels
and reduced the clinker content of its cement, launching CEM
II/A-LL 42.5R in the market. In Egypt, we maintained our academic-
industrial collaboration with Alexandria and Beni Suef universities,
preparing about 150 undergraduates for the labor market, while in
Turkey, our people attended over 100 different training programs
in ﬁelds such as soft skills, leadership, digitalization and project
management. In the area of COVID-19, in Egypt we implemented
awareness raising and vaccination campaigns for our people and
our contractors while taking all precautionary measures. In Turkey,
we achieved another Health and Safety milestone by successfully
completing the transition to ISO 45001. Community outreach also
continued, though Adocim’s Employee Assistance program and
online wellbeing seminars for employees and their families, as
well as through TITAN Egypt’s programs, conducted in partnership
with NGOs, to improve the living and health conditions of our local
communities.
In order to attract young talented
candidates to the company and offer
internships in Tokat, in 2021 TITAN
Turkey signed a protocol with Tokat
Gaziosmanpaşa University (TOGÜ). Under
the protocol, we committed ourselves
to provide internship and employment
opportunities (both full- and part-time)
to TOGÜ students and graduates. The
two-day TOGÜ career fair 2021 allowed
members of our technical staff to speak
directly to students, to answer their
questions and invite them to submit job
and internship applications. The career
fair was a very fruitful experience as we
were able to contribute to informing
TOGÜ students about their job prospects,
creating career awareness and providing
them with information about companies,
institutions and professions.
Finding and recruiting talent
SDGs related to regional material issues:
INTEGRATED ANNUAL REPORT 2021
TITAN CEMENT GROUP
50
STET
ST Equipment & Technology LLC (STET), a wholly owned
subsidiary of the TITAN Group based in Needham, MA, USA, is a
designer, manufacturer and marketer of proprietary separation
equipment. The patented STET 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 and climate change
mitigation.
The applications for the STET processing technology include
the recycling of coal combustion ﬂy ash, water-free processing
of minerals, and upgrading of plant derived proteins for animal
feed and human food applications. In 2021, STET commissioned
the world’s ﬁrst industrial-scale plant to reclaim, dry and
electrostatically separate landﬁlled ﬂy ash which is then used to
reduce the carbon footprint of cement and concrete products.
Through this innovative process, an unusable waste material
is converted into high-quality, green end-products used in the
cement, concrete and power generation industries. Resulting
beneﬁts include a lower carbon footprint and a solution for the
cleanup and remediation of ﬂy ash landﬁlls and ponds.
The STET water-free beneﬁciation process offers sustainability
beneﬁts to industries other than cement. In 2021, STET
successfully manufactured a high-protein Dry Distillers Grain with
Solubles (DDGS), a plant-based protein source generated from the
corn ethanol industry that offers a sustainable source of protein for
aquaculture rations.
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. During
its ten years of operation in Bulgaria, GAEA has provided solutions
to a wide range of manufacturing and recycling industries in the
country, actively contributing to the circular economy. In 2021,
GAEA upgraded its operations by investing in new, state-of-the-
art mechanical treatment equipment, enabling the Zlatna Panega
Cement plant to substantially increase its alternative fuels’
thermal substitution rate to a new all-time record. 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 (RDF) to supply the
Group’s cement plants, thus reducing the Group’s carbon footprint.
Other business activities
REGIONAL PERFORMANCE
Joint venture
in Brazil
Overview
In Brazil, the improved economic environment led to stronger
construction activity and cement demand grew for a third
consecutive year. In the second half of 2021 however, the market
witnessed a slight slowdown as inﬂationary pressures started to
mount and interest rates increased.
Regional performance
Our joint venture Apodi increased its sales volumes at a higher
rate than the national average by continuing to penetrate the
bulk cement segment, with a focus on the pre-cast industry, the
growing regional wind park sector and projects in the renovation
and expansion of infrastructure such as the Fortaleza airport. As
a result, Apodi posted a signiﬁcant increase in revenue to €83.8
million vs €70.7 million in 2020, while net proﬁt attributable to
TITAN Group reached €2.7 million compared to €2.6 million in
2020, posting a 4.6% increase.
ESG performance
Our joint venture in Brazil continued to integrate ESG
practices, according to its material issues and the Sustainable
Development Goals and it published its second Sustainability
report in 2021. Cimento Apodi’s main sustainability and
community outreach projects continued in 2021, despite the
challenges posed by the pandemic. The promotion of the use
of the native carnauba palm tree as biomass in co-processing
contributed to the creation of new forms of employment and
income for the local communities around our plants while
our participation in the Construir Saber Project of the Social
Service of Industry (SESI) continued to equip young people and
adults with higher levels of education. Furthermore, we kept
doing voluntary work in the community, supporting handcrafts,
donating food parcels, providing PPE to hospitals while also
raising awareness on the need for environmental conservation
and other topics.
UNDERSTANDING TITAN
PERFORMANCE HIGHLIGHTS
Demand growth for a third consecutive year.
51
Outlook 2022
The current military conﬂict after the Russian invasion in the
Ukraine creates geopolitical uncertainties with macroeconomic
implications the extent of which cannot yet be assessed.
TITAN Group has no exposure to Ukraine, Russia or affected
regions. Nevertheless the effect on the Group’s businesses
from developments in the energy sector and the broader macro
implications are anticipated to impact market trends and further
increase inﬂation risks.
In the US, despite macroeconomic risks, the underlying
construction market dynamics remain strong. Residential activity
continues to reﬂect the country’s housing deﬁcit with both
the multi- and single-family segments driving demand. The
infrastructure segment is poised to provide a steady backbone
to demand from 2023 onwards, as the full effect of America’s
large infrastructure investment drive starts to materialize on the
ground. Cost pressures are expected to persist and the Group
will continue to address global cost headwinds by adjusting
pricing, as evidenced already by the successful price increase
implemented in January in both Florida and mid-Atlantic and
by the recently announced second round of price increases in
Florida. At the same time, TITAN initiated an investment program
to signiﬁcantly grow its effective capacity. This centers around
the transformation and expansion of the import terminals
in Tampa, Florida and in Norfolk, Virginia, including the $60
million construction of two new storage domes. Several other
investments and initiatives are in progress aiming to achieve
logistics and production efficiencies, which will effectively allow
the Group to capture the market’s upside for several years ahead
and to improve ﬂexibility and customer service. Concurrently,
TITAN America is building on its head start with the full adoption
of lower carbon footprint cements across its operations.
The impact of the ongoing war in the Ukraine may lead to more
uncertainties in Europe overall. There is a negative impact
already on the energy sector, the severity of which, as well as the
duration, cannot yet be assessed. The European economies are
entering a difficult phase, with increased risks of rising inﬂation
and a slowdown of economic growth.
In Greece, demand growth in the residential segment looks set
to continue from a low base, with the larger urban centers which
our plants primarily serve, holding the lion’s share of growth.
The infrastructure pipeline is ripe with projects scaling up and
offering a backlog timeline for the years ahead. The Group is
continuing its efforts on all fronts to manage its cost base and
minimize its carbon footprint. Alternative fuel utilization is
constantly increased, supported by investments in both the
Kamari and Thessaloniki plants. The Group is continuing with the
roll-out of more environmentally friendly cement products with
lower clinker content.
Southeastern Europe should continue delivering satisfactory
returns, driven primarily by residential and light commercial
development, as well as select infrastructure projects, depending
on the country. Cost challenges will persist but the Group
continues its efforts unabated to address inﬂationary pressures
and mitigate their impact on operational proﬁtability. Alternative
fuel utilization is increasing, as is the promotion of new products
with lower carbon emissions throughout our regional presence.
In Egypt the economy is growing driven by large infrastructure
projects and the country’s increased LNG exports. Trends
of cement demand are positive going forward and the new
balance between supply and demand favors a healthier pricing
environment. The Group is well-placed to beneﬁt from market
dynamics and alternative fuel utilization has been increasing,
aiming to both address costs as well as ameliorate the Group’s
carbon footprint.
The situation remains challenging in Turkey, exacerbated by the
geopolitical turbulence on the Black Sea. The outlook for the
construction sector is highly dependent on the fortunes of the
economy which remains under stress. Successful price increases
manage to address the inﬂationary pressures while increased
export volumes provide an outlet for the Group.
In Brazil, while high commodity prices and the country’s
trade surplus should support the economy, global inﬂationary
pressures, in an election year, make for a very delicate
macroeconomic setting.
In 2022, we will continue to harness the advantages offered
by decarbonization, digital transformation and business model
innovation to beneﬁt our customers, employees, suppliers,
and communities, aspiring to deliver to society carbon-neutral
concrete by 2050.
INTEGRATED ANNUAL REPORT 2021
TITAN CEMENT GROUP
52
Pennsuco cement plant, USA
52
53535353
MANAGEMENT REPORT
corporate
governance
and risk
management
Our approach to corporate governance and risk management.
54
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.
The 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/2021/07/TCI-CG_Charter_22.7.2021.
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. Non-executive board members do not receive part of their
remuneration 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. 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 the Provision 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 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 only
after 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 Annual General
Meeting of Shareholders on 14 May 2020.
1.3 Governance Structure
The Company has chosen the 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 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 2021, the share capital of the Company
amounted to €1,159,347,807.86 and was represented by 78,325,475
shares, without nominal value, with voting rights, each
representing an equal share of the capital.
2.2 Shareholder Structure
The shareholder structure of the Company as of 31 December
2021, based on the transparency notiﬁcations made by its
shareholders on 24 June 2021 is the following:
• 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, who act in concert, hold 29,004,392 shares
corresponding to 37.03% of the Company’s voting rights;
• FMR LLC – Fidelity Institutional Asset Management Trust
Company – FIAM LLC and Fidelity Management & Research
Company LLC hold 8,244,786 shares corresponding to 10.53% of
the Company’s voting rights;
• The Paul and Alexandra Canellopoulos foundation holds
7,900,039 shares corresponding to 10.09% of the Company’s
voting rights.
However, based on 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, the actual
percentage held by shareholders on 31 December 2021 is the
following:
• 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, Eleni
Papalexopoulou, Alpha Trust, Delta Trust and Lamda Trust, who
act in concert, hold 30,641,972 shares corresponding to 39.12% of
the Company’s voting rights;
• The Paul and Alexandra Canellopoulos foundation holds
7,962,542 shares corresponding to 10.17% of the Company’s voting
rights;
Corporate governance statement
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55
• FMR LLC – Fidelity Institutional Asset Management Trust
Company – FIAM LLC and Fidelity Management & Research
Company LLC hold 8,244,786 shares corresponding to 10.53%
of the Company’s voting rights (based on the transparency
declaration made on 24 June 2021);
• Others: 40.18%
The legal threshold applied by the Company requires a
transparency declaration by shareholders at 5% and each
subsequent multiple of 5%.
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 the participation of 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, business performance and progress against ESG goals.
In 2021, TITAN participated mainly remotely in investor
conferences and roadshows in several countries across Europe.
In addition, a few in-person meetings were held in autumn
before the new upsurge in the pandemic.
At the same time, shareholders have access to clear,
comprehensive and transparent information through direct
contact with the investor relations team, including corporate
presentations and information available on the Investor
Relations section of the Company's website.
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 has had an earlier career in International Capital
Markets and Corporate & Investment banking based in London
and later in managing, restructuring and advising publicly listed
Financial Institutions and Corporates, primarily in SE Europe and
the Middle East.
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; CEO of
Commercial Banking at EFG-Hermes Holding SAE.
He is currently holding the following non-executive board
positions: Chairman of Bank of Cyprus Group, Chairman of Tsakos
Energy Navigation (TEN) Ltd and non-executive Board member of
EFG-Hermes Holding SAE.
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 and Climate
Change Committee.
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56
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.
Michael Colakides
Managing Director – Group CFO
Michael Colakides started his career at Citibank Greece, where
over time he held the positions of Head of FIG and Head of
Corporate Finance and Local Corporate Banking (1979–1993). In
1993, he was appointed Executive Vice Chairman at the National
Bank of Greece responsible for the Corporate and Retail Banking
business.
In 1994, he joined TITAN Cement Company S.A. as Group CFO and
was a member of the Board until 2000. He was also responsible for
a number of cement company acquisitions in Southeast Europe,
Egypt and the U.S.A.
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 joined EFG Eurobank Ergasias
S.A. as Deputy CEO - Group Risk Executive Officer (2007–2013),
overseeing the risk management in Greece and abroad.
In January 2014, he returned to TITAN Cement Group as Group
CFO and executive member of the Board of Directors. In July
2019, he was also appointed to the position of Managing Director
of Titan Cement International SA.
As of November 2021, he is non-executive Chairman of Alpha
Bank Cyprus.
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
nonpartisan 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
College of the University of London and holds a BSc in
Engineering and an MSc degree.
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 Board of Directors of the Foundation
for Economic and Industrial Research (ΙΟΒΕ) and 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.
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 as
member of the Board of A.G. Leventis (Nigeria) PLC, the Nigerian
Bottling Company Ltd, Beta Glass (Nigeria) PLC, Frigoglass
Industries (Nigeria) Ltd, Pikwik (Nigeria) Ltd (a joint venture with
Pick n Pay, South Africa).
He is a member of the TATE Modern’s Africa Acquisitions
Committee.
He has served on the Boards of Alpha Finance, Greece’s Public
Power Corporation and Emporiki Bank (Crédit Agricole).
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Lyn Grobler
Independent Director – Member of the Nomination Committee
Lyn Grobler is an experienced executive with a strong track-
record in technology and IT roles. She was appointed Group Chief
Information Officer (CIO) at Howden Group Holdings (formerly
Hyperion Insurance Group) in 2016.
Prior to this she was Vice President and CIO Corporate Functions
at BP, where she led the transformation of both the organization
and the digital landscape through introducing sustained change
in process capability and technology, having held a variety of
roles across IT and global trading over 16 years.
She is also Vice Chairperson of Bank of Cyprus.
Before BP, she managed large scale global technology projects
and strategies within banking and trading based in both London
and South Africa.
She holds a Higher National Diploma in Computer Systems
from Durban University in South Africa and a National Diploma
in Electronic Data Processing from Cape Peninsula University
(South Africa).
Yanni Paniaras
Executive Director
Yanni Paniaras studied Civil Engineering at Imperial College
(B.Sc., M.Sc.) and Business Administration at INSEAD (MBA). He
started his career at Knight Piésold, an international mining and
engineering consultancy headquartered in London.
Between 1998 and 2015, he held senior management positions,
in Greece and Germany, in S&B Industrial Minerals Group and
– in 2015 – in its new parent company, IMERYS. He concluded
his term there as Vice President of the former S&B Division and
Managing Director of S&B Industrial Minerals S.A.
In January 2016, he joined the management of TITAN Group,
where he has led, since 2020, its European business, as well as
Group Sustainability.
From 2016 to 2021, he served as Chairman of SEV Business
Council for Sustainable Development.
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 moving to business development before heading
Strategic Planning.
She is a non-executive director of Coca-Cola HBC, an FTSE 100
company, an independent, non-executive director of Aegean
Group, a member of the Board and Treasurer of the Paul and
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.
Stelios Triantafyllides
Independent Director – Member of the Remuneration Committee
Stelios Triantafyllides has been working with and been a partner
of 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 in 1984)
and a member of the Committee for Private Companies, of
which he served as Chairman until 2021. He is also 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 (M.A. in
Jurisprudence), and at 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)
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TITAN CEMENT GROUP
ANTEA cement plant, Albania
58
(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 and Eastern Europe
(2001-2002); Manager Oil and Gas (2000-2001) and held a
number of investment positions in the same unit (1989-2001).
Currently he 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.
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 19 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 and
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 Chief Financial Officer, where he served until 2014 before
moving into his current role leading Titan America.
He holds a BSc in Chemical Engineering from the National
Technical University of Athens and an MSc from the Pennsylvania
State University.
Mona Zulﬁcar
Independent Director – Chairwoman of the Remuneration
Committee
Mona Zulﬁcar is one of the founding partners of Zulﬁcar & Partners
Law Firm, 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.
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 an 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 has served as member of the National Council for Human
Rights for several terms ending September 2021. 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/2021/07/TCI-
CG_Charter_22.7.2021.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 2021, the Board was composed of ﬁfteen (15)
directors:
• The majority of directors, namely nine (9) out of ﬁfteen (15),
including the Chairman, are non-executive directors.
• Eight (8) out of the ﬁfteen (15) directors, namely Kyriakos Riris,
William Antholis, Andreas Artemis, Harry David, Lyn Grobler,
Stelios Triantafyllides, Dimitris Tsitsiragos and Mona Zulﬁcar, met
on their appointment the independence criteria of article 7:87 of
the Belgian Code on Companies and Associations (the BCCA) and
also those of Provision 3.5 of the Code.
• Six (6) out of the ﬁfteen (15) directors, namely Dimitrios
Papalexopoulos, Michael Colakides, Leonidas Canellopoulos, Yanni
Paniaras, Alexandra Papalexopoulou and Bill Zarkalis, are executive
directors.
• Three (3) out of the ﬁfteen (15) directors are women. Τhe
Company’s primary listing on Euronext Brussels took place on
August 2019. Therefore, the Company is required to comply with
the gender diversity rule of 1/3 provided in article 7:86 of the BCCA
by 1 January 2025 at the latest. Nevertheless, the Company intends
to comply with the above rule, earlier than provided by law;
• The directors represent six (6) different nationalities (US,
Egyptian, UK, Cypriot, Greek and South African);
• The Board meeting attendance at the seven scheduled Board
meetings was 99.05%. The non-executive board members held
a meeting on 10 November 2021, in the absence of the Managing
Director and the other executive directors, in which the
attendance was 88.89% (8 out of 9). The individual attendance of
each Board member is shown in the table included in Section 3.4
(“Functioning of the Board of Directors”) below.
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Currently the Board consists of the following ﬁfteen (15) directors:
Name Position Term started Term expires
Efstratios-Georgios (Takis) Arapoglou Chairman, Non-Executive Director July 2019 May 2022
Kyriacos Riris Vice-Chairman, Independent Non-Executive Director October 2018* May 2022
Dimitri Papalexopoulos Executive Director July 2019 May 2022
Michael Colakides Managing Director July 2019 May 2022
William Antholis Independent Non-Executive Director July 2019 May 2022
Andreas Artemis Independent Non-Executive Director July 2019 May 2022
Leonidas Canellopoulos Executive Director July 2019 May 2022
Haralambos (Harry) David Independent Non-Executive Director July 2019 May 2022
Lyn Grobler Independent Non-Executive Director December 2021 May 2022
Ioannis (Yanni) Paniaras Executive Director May 2021 May 2022
Alexandra Papalexopoulou Executive Director July 2019 May 2022
Dimitrios Tsitsiragos Independent Non-Executive Director March 2020 May 2022
Stylianos (Stelios) Triantafyllides Independent Non-Executive Director October 2018* May 2022
Vassilios (Bill) Zarkalis Executive Director July 2019 May 2022
Mona Zulﬁcar Independent Non-Executive Director July 2019 May 2022
* Kyriacos Riris and Stelios Triantafyllides were reappointed as independent members of the Board of Directors by the Annual Shareholders' Meeting held on 13 May
2021 for a term of one year, namely until the Annual Shareholders' Meeting of 2022.
Individual attendance of each Board member at the scheduled meetings of the Board and the Board Committees
Director Board of
Directors
Meetings
Non-executive
Directors
Meetings
Audit and Risk
Committee
Meetings
Remuneration
Committee
Meetings
Nomination
Committee
Meetings
Efstratios-Georgios (Takis) Arapoglou 7/7 1/1 - - 1/1
Kyriacos Riris 7/7 1/1 6/6 - -
Dimitri Papalexopoulos 7/7 - - - -
Michael Colakides 7/7 - - - -
William Antholis 7/7 1/1 - 2/2 -
Andreas Artemis 7/7 1/1 - - 1/1
Leonidas Canellopoulos 7/7 - - - -
Harry David 7/7 1/1 6/6 - -
Yanni Paniaras 3/3
1
----
Alexandra Papalexopoulou 7/7 - - - -
Stelios Triantafyllides 7/7 1/1 - 2/2 -
Dimitris Tsitsiragos 7/7 1/1 6/6 - -
Maria Vassalou
2
6/7 0/1 - - 1/1
Bill Zarkalis 7/7 - - - -
Mona Zulﬁcar 7/7 1/1 - 2/2 -
1
Yanni Paniaras was appointed as executive board member by the Annual Shareholders' Meeting held on 13 May 2021. Therefore, he participated in all board meetings
held after his appointment.
2
Maria Vassalou was a member of the Board of Directors until 31 December 2021. The Board decided to co-opt Lyn Grobler as independent director of the Company and
member of the Nomination Committee, effective 31 December 2021.
3.4 Functioning of the Board of Directors
During 2021, the Board of Directors held seven (7) scheduled meetings on 20 January, 22 March, 8 April, 12 May, 27 July, 4-5 October and 10
November 2021.
The following table shows the individual attendance of each Board member at the meetings of the Board and its committees held in 2021:
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60
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 one and a half year as a listed Company
primarily on Euronext Brussels with secondary listings on the
Athens Exchange and on Euronext Paris, in December 2020 the
Board carried out a formal Board evaluation without external
facilitation.
Each Board member received a questionnaire, in the form of a
survey link, comprising of 33 questions, 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.
Given that the term in office of all Board members will end on
12 May 2022, the Nomination Committee will evaluate each
member’s presence at the Board or Committee meetings and
their commitment and constructive involvement in discussions
and decision-making, in accordance with a pre-established and
transparent procedure. The Nomination Committee will also
assess 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 should uphold the highest standards of
integrity and always act in the best interest of the Company.
Each member of the Board, both during his or her membership
of the Board and afterwards, should not 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 BCCA. Pursuant to the above articles of the BCCA, the
following decisions took place, without the presence of one or
more executive members of the Board:
1. Resolution of the meeting of the Board of Directors held on 20
January 2021: Amendment to the 2020 LTIP approval decision of
9 April 2020
On 20 January 2021, the Board decided to amend the 2020 Long
Term Incentive Plan (the 2020 LTIP) approval decision of the Board
taken at the meeting of 9 April 2020. The conﬂict of interest
relates to the fact that the amendment would beneﬁt the Cyprus-
based executive directors, namely Michael Colakides and three
members of the Group Executive Committee based in Cyprus,
Christos Panagopoulos, Fokion Tasoulas and Grigoris Dikaios. Mr.
Colakides, in his capacity as member of the Board of Directors,
declared that he had a potential conﬂict of interest pursuant to
article 7:96 of the BCCA and withdrew from the meeting.
The amendment of the 2020 LTIP provided that, instead of
“shadow shares” the above senior executives based in Cyprus
would receive in their individual accounts in the “Kronos Special
Pension Fund” the number of fund units corresponding to the
same number of “shadow shares”, once they would mature. The
value of the award will be the same. The above action does not
impact the principles of the 2020 LTIP nor the grants awarded.
The relevant awards were approved by the Board at the meeting
of 9 April 2020, but the Cyprus Ministry’s tax ruling regarding
their treatment in Cyprus was only received in December 2020.
Following relevant deliberation, the Board, in the absence of
Michael Colakides, decided unanimously and by separate votes
to approve the above proposed amendment of the 2020 LTIP.
2. Resolution of the meeting of the Board of Directors held on 22
March 2021
The following decisions were taken, in the absence of the executive
members of the Board of Directors, namely Michael Colakides,
Leonidas Canellopoulos, Alexandra Papalexopoulou, Dimitri
Papalexopoulos and Bill Zarkalis, who declared that they had a
possible conﬂict of interest, pursuant to article 7:96 of the BCCA:
a. to approve the variable remuneration payouts (bonuses) for
2020 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 2020, noting that the relevant variable remuneration
payouts, which amount in total to €2,744,316, are paid in
accordance with the provisions of the 2020 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;
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61
b. to approve the long-term incentive awards to be granted in
2021 to the executive members of the Board, the members of
the Management Committee and the members of the Group
Executive Committee, as recommended by the Remuneration
Committee, noting that the value of such long-term incentive
awards amount in total to €2,572,000 and are granted subject to
the achievement of personal and collective targets provided in
the 2020 Remuneration Policy; and
c. to approve the implementation of the Deferred Compensation
Plan as presented, noting that the awards granted amount in
total to €643,000.
The conﬂict of interest is related to the fact that the executive
members of the Board are beneﬁciaries of the variable
remuneration payouts of 2020, the long-term incentive awards
to be granted in 2021 and the implementation of the Deferred
Compensation Plan.
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).
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/wp-content/uploads/2021/07/TCI-CG_
Charter_22.7.2021.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
With a career spanning some 40 years, the Chairman of the
Audit and Risk Committee has accumulated vast experience in
auditing and accountancy. Likewise, Harry David and Dimitris
Tsitsiragos, have collective expertise regarding the activities of
the Company.
The Audit and Risk Committee performs all duties set out in
article 7:99 of the BCCA 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 six meetings in 2021: on 22
February, 22 March, 8 April, 11 May, 27 July and 9 November 2021.
The discussions and decisions of the Audit and Risk Committee
meeting held on 22 February 2021 included: the presentation
by the external auditors (PwC) of the audit plan for the year
ended 31 December 2020; the presentation by the Head of the
Group’s Internal Audit, Risk and Compliance Department of
the full activity report for the year 2020 and the update on the
Company’s internal control environment; the presentation by
the Head of the Group’s Internal Audit, Risk and Compliance
Department of the fraud and whistleblowing cases reported in
2020; the presentation by the Group IT Manager of the Cyber
Security status of the Company and the measures taken; the
presentation by the General Counsel of the Company of the legal
cases that may potentially have a signiﬁcant negative effect on
the ﬁnancial statements of the Company.
The discussions and decisions of the Audit and Risk Committee
meeting held on 22 March 2021 included: the presentation of the
condensed ﬁnancial statements for the year ended 31 December
2020, the relevant ﬁnancial statements and the press release for
the fourth quarter and the year end results; the presentation by
the external auditors (PwC) of their report on the consolidated
ﬁnancial statements for the year 2020 and a discussion on their
ﬁndings; the approval of non-audit services (NAS) provided in Q1
(following management’s approval).
The discussions and decisions of the Audit and Risk Committee
meeting held on 8 April 2021 included: the presentation and
recommendation for approval of the Integrated Annual Report
for the year 2020; the presentation and recommendation for
approval of the stand-alone ﬁnancial statements for the year
ended 31 December 2020 of Titan Cement International S.A.;
the presentation by the external auditors (PwC) of their audit
reports on the Integrated Annual Report and the stand-alone
ﬁnancial statements of Titan Cement International S.A. for
the year ended 31 December 2020 (both unqualiﬁed); a brief
discussion on the Management Letter which would be repeated
at a date after the Annual Shareholders' Meeting.
The discussions and decisions of the Audit and Risk Committee
meeting held on 11 May 2021 included: the presentation of the
new Audit Engagement Partner of PwC Réviseurs d’Entreprises
SRL, Didier Delanoye, who replaced Marc Daelman as of 13 May
2021; the presentation and recommendation for approval of the
unaudited condensed ﬁnancial statements for the ﬁrst quarter
ended 31 March 2021 and the press release for the same period;
the discussion with the Head of the Group’s Internal Audit, Risk
and Compliance Department of the status of implementation
of the Internal Audit plan during Q1, the ﬁndings of this period,
the compliance and anti-fraud activities performed and other
matters.
The discussions and decisions of the Audit and Risk Committee
meeting held on 27 July 2021 included: the presentation of the
interim condensed ﬁnancial statements of the half year 2021
and the press release for the same period; the approval of NAS
provided in Q2 (following management’s approval); a discussion
on the ﬁndings of the external auditors (PwC) in respect of the
interim condensed ﬁnancial statement and their unqualiﬁed
report for the same period; a discussion with the external
auditors (PwC) on the quality review control of PwC Réviseurs
d’Entreprises SRL executed by the CTR/CSR; the status of
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TITAN CEMENT GROUP
62
implementation of the Internal Audit Plan; the Q2 activity report
of the Group Audit Risk and Compliance Department.
Finally, the discussions and decisions of the Audit and Risk
Committee meeting held on 9 November 2021 included: the
presentation of the unaudited condensed ﬁnancial statements
of Q3 2021 and the 9 months press release; the presentation of
the 2021 Audit Plan by the External Auditors (PwC); the extensive
discussion of the 2020 Management Letter; the approval of NAS
provided in Q3 (following management’s approval); 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 status of implementation of the Internal
Audit Plan; the Q3 activity report of the Group Audit, Risk and
Compliance Department, the compliance and anti-fraud activities
performed, one new whistleblowing case and other matters.
4.1.2 External Auditor
The audit of the Company’s ﬁnancial statements was entrusted,
by virtue of the resolution of the Extraordinary General Meeting
of Shareholders dated 13 May 2019, as amended by virtue of
the resolution of the Annual General Meeting of Shareholders
dated 13 May 2021, to PriceWaterhouseCoopers, Réviseurs
d’Entreprises SRL, with registered office located at Culliganlaan
5, 1831 Machelen, Brussels, represented by Mr. Didier Delanoye,
for a term of three years, ending on the date of the Annual
General Meeting of Shareholders to be held in 2022 related to
the approval of the annual accounts for the year ending on 31
December 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 2021 audit fees for the statutory accounts of Titan
Cement International S.A. (TCI) were set at €117,200 (plus VAT,
out of pocket expenses and the IRE/IBR fee) (€109,000 in 2020).
The audit fees for Group and statutory audit of TCI subsidiaries
and affiliates in 2021 amount to €1,397,795 (€1,207,861 in 2020).
Non-audit fees (for TCI, subsidiaries and affiliates) paid or
accrued in 2021, amount to €187,116 (€334,637 in 2020) and
include:
• Audit related fees (assurance services for TCI, subsidiaries and
affiliates) €168,055 (€298,596 in 2020);
• Tax advisory, other advisory and compliance services €19,061
(€36,041 in 2020).
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/wp-content/
uploads/2021/07/TCI-CG_Charter_22.7.2021.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 with regard to:
a. 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. the annual review of the executive management’s
performance; and
c. the realization of the Company’s strategy against performance
measures and targets.
The Remuneration Committee held two meetings in 2021: on 19
March and 22 November 2021.
The main topics of the meeting of the Remuneration Committee
held on 19 March 2021 referred to recommendations of the
Committee on:
a. the variable remuneration payouts for 2020 based on the
actual collective performance versus targets;
b. the vesting of the stock options awarded in 2018;
c. the salary increases for 2021, bonus payout for 2020 and LTIP
awards for 2021 for the executive members of the Board, the
members of the Management Committee, the members of the
Group Executive Committee and the Group Internal Audit, Risk
and Compliance Director;
d. the implementation of the Deferred Compensation Plan;
e. the Remuneration Report for the year 2020.
The topic of the meeting of the Remuneration Committee held
on 22 November 2021 referred to the approval by the Committee
of a deferred cash bonus payment to one executive director (Mr.
Bill Zarkalis) as provided by his contract. The relevant decision
was approved by the Board of Directors on 18 January 2022 and
for this reason it is not included in section 3.6 “Code of Conduct
– Conﬂicts of interest” of the Corporate Governance Statement
of 2021.
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/wp-content/
uploads/2021/07/TCI-CG_Charter_22.7.2021.pdf).
4.3 Nomination Committee
Chair: Efstratios-Georgios (Takis) Arapoglou, non-executive
director
Members: Andreas Artemis, independent director
Lyn Grobler, independent director
The role of the Nomination Committee is to make
recommendations to the Board with regard to the appointment
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63
of new members in the Board of Directors, the Managing
Director, 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 2021, the Nomination Committee held one meeting on 2
November 2021.
The main topics of the meeting of the Remuneration Committee
held on 2 November 2021 referred to the presentation of Lyn
Grobler as potential Board candidate to replace Maria Vassalou,
subject to the conﬁrmation of the mandate by the next general
meeting, and the presentation of two more women as potential
new Board candidates, in order to increase the number of
women in the Board to ﬁve (5).
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/wp-content/
uploads/2021/07/TCI-CG_Charter_22.7.2021.pdf).
4.4 Management Committee
Chairman: Michael Colakides, Managing Director and Group CFO
Members: Grigoris Dikaios, Company CFO
Christos Panagopoulos, Regional Director East Med
The main role and 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 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/wp-content/uploads/2021/07/TCI-CG_
Charter_22.7.2021.pdf).
4.5 Group Executive Committee
Chair: Dimitri Papalexopoulos
Deputy Chair: Alexandra Papalexopoulou
Members: Michael Colakides, Managing Director and Group
CFO
Leonidas Canellopoulos, Group Chief
Sustainability Officer
Michael Chivers, Group Human Resources Director
Antonis Kyrkos, Group Transformation and
Strategic Planning Director
Yanni Paniaras, Group Executive Director Europe
and Sustainability
Christos Panagopoulos, Regional Director Eastern
Mediterranean
Fokion Tasoulas, Group Innovation and Technology
Director
Bill Zarkalis, Group Chief Operating Officer
– President and CEO of Titan America LLC –
Chairman of STET
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,
while ensuring the implementation of decisions and related
accountability.
Τhe Group Executive Committee held 19 meetings during
2021. A variety of coordination topics were covered, including
strategy, quarterly results, Group budget, H&S reviews,
sustainability issues, HR issues, procurement, progress of key
projects (decarbonization, digitalization), trading activities,
diversiﬁcation, risk, 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/wp-content/uploads/2021/07/
TCI-CG_Charter_22.7.2021.pdf).
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
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 15.
However, the Company intends to comply with the 1/3 gender
diversity rule, earlier than provided by law, by increasing the
number of women serving on the Board.
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TITAN CEMENT GROUP
64
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 2.2 Focus
area growth enabling work environment).
In 2019, an assessment of Group policies was conducted by the
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.
Diversity at the Board level has also been promoted through
a balanced mixture of academic and professional skills. More
speciﬁcally, the Board includes directors from a variety of sectors,
including, among others, banking and insurance, corporate/
business, audit services, public policy and political history, the
cement sector, emerging markets and ﬁnance, legal services,
technology and IT.
As far as residence is concerned, six Board members have their
permanent residence in Cyprus, two in the USA, four in Greece,
one in Egypt and two in the UK.
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 2021 are published in the ESG
Performance review and statements, table 2.2 Focus area growth
enabling work environment.
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 by 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 the 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 18 executives
duly trained and having appropriate experience to carry out their
work. Two (2) new hires were added in early 2021.
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
35 internal audit reports. Likewise, the Audit and Risk Committee
received all progress reports referring to the most important
audit ﬁndings in 2021.
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’s Internal
Audit, Risk and Compliance Department participated. The Head
of the Group’s Internal Audit, Risk and Compliance Department
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 the relevant recommendation of the Audit and Risk
Committee, the Board of Directors approved the Internal Audit
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65
Plan for the year 2022 and speciﬁed the functions and areas on
which internal audit should primarily focus.
8. Remuneration report 2021
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
In 2021 the fundamentals driving demand across our markets,
namely the strong recovery of economic activity and a rise
in public and private investment against a low interest rate
environment, stimulated growth. It was a year of robust
performance for TITAN Cement Group, although the second half
of 2021 was marked by the surge in fuel, electricity and shipping
freight costs which held back proﬁtability.
The Group generated record revenues of €1,714.6 million, up 6.7%
from 2020, reﬂecting higher demand and a supportive pricing
environment. Due to the unexpected spike of input costs after
the ﬁrst semester and despite pricing initiatives that partly
alleviated the burden, Earnings Before Interest, Tax, Depreciation
and Amortization (EBITDA) declined by 3.6% to €275.2 million. Net
Proﬁt after Taxes and minorities (NPAT) climbed to €91.9 million
(vs. €1.1 million in 2020 and €50.9 million in 2019). This signiﬁcant
increase was the result of lower ﬁnance costs, more favourable FX
movements and a lower effective tax rate. It should be noted that
in 2020 there were €63.9 million one-off charges related to Egypt.
Thanks to a successful reﬁnancing strategy for a third consecutive
year the Group lowered signiﬁcantly its ﬁnance costs to €33.6
million (€19 million lower than 2020 and €30 million lower than
2019).
US operations marked a new milestone with sales revenue at
record levels thanks to growing demand, underpinned by healthy
macroeconomic conditions. In Greece, the market continued its
positive performance, lending further support to the belief that
demand is solidly in the upward path of the business cycle. In
Southeastern Europe performance was robust. Performance in
the Eastern Mediterranean turned positive, thanks to the mix
of demand pick-up and better pricing dynamics in Egypt, while
in Turkey, despite the volatile economic situation, the Group
recorded revenue growth as well. Finally our Brazilian operations
continued to grow signiﬁcantly.
8.2 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.
INTEGRATED ANNUAL REPORT 2021
TITAN CEMENT GROUP
8.3 Target Pay Mix
The following 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.
29%
Short-Term Incentive
Plan (STIP)
Long-Term
Incentive Plan (LTIP)
Fixed Remuneration
MANAGEMENT COMMITTEE (AGGREGATE)
26%
45%
BOARD EXECUTIVE DIRECTORS (AGGREGATE)
Short-Term Incentive
Plan (STIP)
Long-Term
Incentive Plan (LTIP)
Fixed Remuneration
32%
29%
39%
The total amount of remuneration of the Executive Directors and
the member 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.
66
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8.5 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
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 (LTIP) 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 LTIP 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 LTIP 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. LTIP participants may elect to receive their LTIP
award as contributions in the Fund, and therefore their long term interests are still linked to TCI share.
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, the relevant geographies
(e.g. Europe, and for speciﬁc positions the U.S.), 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 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.
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TITAN CEMENT GROUP
Element of
Remuneration
Overview
Deferred
Compensation
Plan (DCP)
As of 2021, the Company launched a Deferred Compensation Plan (“DCP 2021”) aiming at further aligning
the Senior Executives’ long-term interests with those of shareholders. The DCP 2021 substitutes 20% of
the LTIP of the eligible executives.
Target payout:
The award has been deﬁned up to 25% of Annual Base Salary for the Management Committee and the
Executive Directors of the Board.
Maximum: In case of overachievement, the DCP is capped at 160% of target.
Performance Criteria:
• Sustainability KPI: a 3-year CO₂ target supporting the decarbonization priority of the Group; reduction of
net direct CO₂ emissions/t cementitious product (50%).
•Total Shareholder Return (TSR) performance vs a Peer Group Index (50%).
The peer group which formulates the index is the following (as 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 3 years. Flexibility is provided in ways to receive vested beneﬁt (e.g. cash, pension
plan contributions).
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 FY2021.
8.6 Non-executive Directors’ remuneration in 2021
As at 31 December 2021, the fees of the Non-Executive Directors for the year 2021, amounted to:
Non-Executive Director
Compensation by the Company
Board of Directors Board Committees Pro-bono allowance
Eftrsatios-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
Lyn Grobler
as of 31 December 2021 member
of the Nomination Committee
---
Kyriacos Riris €50,000 gross €20,000 gross No
Stelios Triantafyllides €50,000 gross €8,000 gross No
Maria Vassalou
until 31 December 2021
€30,000 gross
€3,750 gross
Paid for period 1-25 July 2021
No
Dimitris Tsitsiragos €50,000 gross €15,000 gross €5,000
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.
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MANAGEMENT REPORT
CORPORATE GOVERNANCE AND RISK MANAGEMENT
Executive Directors of the Board and Management Committee Remuneration packages in 2021
Name
Annual
Base Salary
Board Fees
Allowances and
Other Beneﬁts
1
Annual Variable
Compensation
2
Pension
Contribution
3
Long-Term
Incentives
(vested in 2021)
Total Annual
Compensation
Fixed
Compensation
Variable
Compensation
Total Annual
Compensation
Total Annual
Compensation
Year 2021 2020 2019
Board Executive Directors
Michael Colakides,
Managing Director
426,150 45,000 32,139 363,743 42,615 138,782 1,048,429 52% 48% 1,075,190 1,124,092
Dimitri Papalexopoulos,
Chairman of Group Executive
Committee
514,547 30,000 18,652 513,939 51,225
242,398
1,370,760 45% 55% 1,381,193 1,432,979
Alexandra Papalexopoulou,
Deputy Chair of Group
Executive Committee
394,462
30,000 33,702 335,214 39,270 155,698 988,347 50% 50% 980,443 909,587
Leonidas Canellopoulos 198,386 30,000 15,615 116,410 21,774 18,493 400,678 66% 34% 283,046 248,366
Yanni Paniaras* 238,542 19,000 17,072 185,108 23,750 107,651 591,122 50% 50% - -
Bill Zarkalis** (in €) 642,301 30,000
248,488
563,327 47,861 186,126 1,718,102 56% 44% 1,561,012 1,627,556
Takis-Panagiotis
Canellopoulos***
---------8 5, 0 6 5 308,000
Management Committee Members
Grigoris Dikaios 188,580 0 34,079 63,363 11,315 18,187 315,524 74% 26% 316,092 306,617
Christos Panagopoulos
274,800
0 108,215 152,722 26,480 61,442 623,659 66% 34% 591,567 581,835
Konstantinos Derdemezis**** ---------614,685 647,087
* Amounts refer to period May-December 2021 during which Yanni Paniaras was Board Executive Director.
** Amounts include allowances linked to Bill Zarkalis' international assignment in the US and part of the Deferred 3-year assignment success bonus linked to 2021.
Amounts, paid in $, are converted into euro based on fx rate €/$ of 31 December 2021 for 2021, on 31 December 2020 for 2020 and on 31 December 2019 for 2019
ﬁgures respectively.
*** Takis-Panagiotis Canellopoulos was Board Executive Director till March 2020.
**** Konstantinos Derdemezis was member of the Management Committee till October 2020. In alignment with the Company's Remuneration Policy, severance
payment of 12 months' remuneration offered to Mr. Derdemezis as a way for the Group to express its appreciation for the loyalty, hard work and ﬂexibility during the
last 23 years.
1
Includes beneﬁts and 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 the Executive Directors and the members of the Management Committee in 2021
8.7 Remuneration of Executive Directors and members of
the Management Committee in 2021
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 (excluding board
fees and long term incentive), 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 2021
is 4%. 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.
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TITAN CEMENT GROUP
Name
Speciﬁcation
of plan
1
Grant Date
Vesting Date
of 2021 Grant
Expiry Date
2
Number of
Stock grants
in 2021
Number of
units Fund
3
2021 grant
Options
forfeited in
2021
Options
Vested in 2021
(granted in
2019)
Exercise Price
Options
Exercised in
2021
Michael Colakides,
Managing Director*
LTI April 2021 31/3/2025 N/A - 42,860 - 6,176 €10 12,658
DCP April 2021 31/3/2024 N/A 5,910 - - - - -
Dimitri Papalexopoulos,
Chairman, Group Executive
Committee
LTI April 2021
50% on 31/3/2024
50% on 31/3/2025
N/A 30,450 - - 20,833 - -
DCP April 2021 31/3/2024 N/A 7,620 - - - -
Alexandra Papalexopoulou,
Deputy Chair, Group Executive
Committee
LTI April 2021
50% on 31/3/2024
50% on 31/3/2025
N/A 23,630 - - 13,506 - -
DCP April 2021 31/3/2024 N/A 5,910 - - - - -
Leonidas Canellopoulos,
Board Executive Director
LTI April 2021
50% on 31/3/2024
50% on 31/3/2025
N/A 4,730 - - 1,391 €10 379
DCP April 2021 31/3/2024 N/A 1,190 - - - - -
Yanni Paniaras,
Board Executive Director**
LTI April 2021
50% on 31/3/2024
50% on 31/3/2025
N/A 18,900 - - 7,331 - -
DCP April 2021 31/3/2024 N/A 4,730 - - - -
Bill Zarkalis,
Board Executive Director
LTI April 2021
50% on 31/3/2024
50% on 31/3/2025
N/A 30,450 - - 14,276 €10 23,206
DCP April 2021 31/3/2024 N/A 7,620 - - - - -
Grigoris Dikaios,
Management Committee
member*
LTI April 2021 LTI: 31/3/2025 N/A - 4,170 - 1,083 €10 2,003
Christos Panagopoulos,
Management Committee
member*
LTI April 2021 LTI: 31/3/2025 N/A - 15,240 - 3,861 €10 4,878
DCP April 2021 DCP: 31/3/2024 N/A 2,100 - - - - -
1
Long Term Incentive Plan (LTI), Deferred Compensation Plan (DCP).
2
2021 Grant refers to Stock (or Fund units) Grant and therefore expiry date i s not applicable.
3
Fund invests in TCI shares.
* Management Committee members' 2021 LTI award received as units of Fund which invest mainly in TCI shares.
** Yanni Paniaras is Board Executive Director since May 2021. Options vested in 2021 granted prior to Mr. Paniaras' appointment as Board Executive Director
8.9 Share-based Remuneration (for 2021)
8.10 2021 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 Covid challenges were still very much the cause of signiﬁcant
uncertainties at the beginning of 2021. The Group maintained
the view that the trend of market fundamentals was positive
and within this context set the emphasis of performance criteria
primarily on Group, regional and country proﬁtability targets.
These performance criteria are a key incentive for leading the
company to successfully surpass the Covid period’s uncertainty
and to be better positioned to pursue its longer term strategy
thereafter.
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 make the
necessary proposal to the Board for decision making.
Despite very sharp cost increases in critical cost elements (such as
fuel, electricity and shipping freight) in the last four months of the
year, the overall proﬁtability of The Group was sustained at levels
not far below the original targets. In 2021, at Group level, EBITDA
was below the target resulting in a 88.0% payout in the respective
part of variable pay and Group ROACE was also below target
resulting in a 79.6% payout in the respective part of variable pay.
Furthermore, in 2021, at Group level, a strong performance
achieved against the set target linked to safety (the Lost Time
Injuries Frequency Rate index (LTIFR) was lower than the target),
resulting in a 120.9% payout in the respective part of variable pay.
The remuneration committee considered the overall performance
and concluded to award the variable pay for 2021 according to the
achieved results.
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CORPORATE GOVERNANCE AND RISK MANAGEMENT
8.11 2021 performance criteria and outcomes | Long-Term
Incentives
As already mentioned, two Restricted Stock Option plans (the RSIP
2014 and the RSIP 2017) are currently under implementation:
The 2014 Stock Options Plan (approved by the AGM of Titan
Cement Company SA 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:
a. by 50%, based on the average 3-year Return on Average Capital
Employed (ROACE) compared to the target of each 3-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
Based on the achievement against the above performance criteria,
the percentage (%) vested of the options granted in 2014, 2015 and
2016 was: 49% options vested out of the total granted options in
2014, 46% options vested out of the total options granted in 2015
and 81.3% options vested out the total options granted in 2016.
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 SA 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 (done)
and 2022 respectively and shall depend:
a. by 50%, based on the average 3-year Return on Average Capital
Employed (ROACE) compared to the target of each 3-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
Based on the achievement against the above performance criteria,
the percentage (%) vested of the options granted in 2017, 2018 and
2019 was: 49.8% options vested out of the total number of options
granted in 2017, 35.88% options vested out of the total number of
options granted in 2018 and 31.83% options vested out the total
number of options granted in 2019.
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.
8.12 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.
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:
9.1 Capital Structure – Transfer of Company Shares
As referred above, in Section 2.1, on 31 December 2021, the
Company’s share capital amounted to €1,159,347,807.86
represented by 78,325,475 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
71
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
The Company, following the transparency notiﬁcation received
on 24 June 2021 and changes in shares that did not require a
transparency declaration, due to the fact the 5% threshold was
not exceeded either upwards or downwards, has been informed
that the following shareholders, 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, Eleni Papalexopoulou, Alpha Trust, Delta Trust and
Lamda Trust, holding in total 30,641,972 shares, which correspond to
39.12% of the Company’s voting rights, are acting in concert.
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 as 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/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
Official Gazette 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 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 BCCA 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
INTEGRATED ANNUAL REPORT 2021
TITAN CEMENT GROUP
72
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 BCCA. If the acquisition
is made by a direct subsidiary, the dividends attached to the
shares held by the subsidiary go to the subsidiary.
Pursuant to article 15 of the Company's Articles of Association,
the Board of Directors is authorized, subject to compliance
with the provisions of the BCCA, 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 in the Annexes to the Belgian Official Gazette 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.
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 BCCA. 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, such a clause is included in a
Multicurrency Revolving Facility Agreement of €208 million,
which has been entered into among the Group’s subsidiary
TITAN Global Finance PLC and a syndicate of lending banks with
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 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 relationships 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 the exercise of 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 and Paris), Athens Exchange
Number of shares 78,325,475
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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Risk management
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 are supported
by a set of principles, providing the basis for the Group’s
understanding and management of risks associated with its
strategy and business objectives:
a. Governance and values, including oversight model, operating
structures, deﬁnition of desired cultural traits, 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 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 the Company’s
business model, performance, solvency, or liquidity. These risks
are categorized as “strategic”, “operational”, “ESG” or “ﬁnancial”.
A committee consisting of senior managers from the Group’s
Strategic Planning, Legal and Internal Audit, Risk and Compliance
departments periodically assesses the Group’s main risks 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 are categorized using established risk taxonomies relevant
for the Group’s business (provided by consultants and external
risk experts). The risks are also 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,
the evaluation of risk ownership and the recording of mitigating
actions that are adopted or planned. The initial assessment
is iterated with input from key Group managers. The risks are
cross-referenced with the output of the Group’s materiality
assessment exercise and reviewed by the Group Executive
Committee. Finally, the Board validates the relevant risk
assessment and monitors TITAN’s risk management and internal
control systems, reviewing their effectiveness (covering all
material controls, including ﬁnancial, operational, organizational,
and compliance controls). To that end, in October 2021 the board
held a meeting speciﬁcally dedicated to reviewing the Group’s
strategic directions and priorities against the key business risks
for the next three years (2022, 2023 and 2024).
In addition, in 2021 a speciﬁc assessment of the Group’s
climate change-related risks and opportunities took place. The
exercise covered physical risks like temperature, ﬂooding and
water stress, as well as transition risks, like carbon pricing,
reputational damage and litigation. To this effect, TITAN’s
relevant Sustainability and Risk teams engaged with climate
risk experts to analyze risks stemming from climate change, as
well as opportunities arising from the transition to a low-carbon
economy, in alignment with the TCFD framework. The results
indicated that the Group’s climate-related risks are in line with
those of its sectoral peers.
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 expenditures reviews, strategic
planning, budgeting process, etc).
74
At a second level of risk governance and control, the central risk
team (i.e., the Internal Audit, Risk and 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. 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
in 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 and Compliance, Group Legal,
Group Procurement, Group Innovation and Technology, 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 this 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 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 less carbon intensive.
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
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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.
• 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 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 developed markets, like the
USA and EU markets, as well as in emerging markets, such
as Egypt, Turkey and Brazil. 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 United States
A large proportion of the Group’s business, operations, and
assets is concentrated in the United States, in particular in
Virginia, Florida, North and South Carolina, and New Jersey,
and the Group’s operational results are dependent on the
Group’s performance in the United States. 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 adverse change
in logistics or freight costs, can have an 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, capital
controls 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 and 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 and safety) levels. In addition,
disaster-control protocols are continuously updated in order
to mitigate the effects of health and safety-related crises, and
ﬁnancial resilience measures are taken so as to bolster the
Group’s balance sheet and insurance coverage. On a strategic
level, the Group’s geographical diversiﬁcation can provide a
high degree of resilience against the effects of more regional
disruptions.
In 2021, similar to the previous year, a particular focus on the
potential risk assessment of COVID-19 (SARS-CoV-2) continued
to be placed, given the ongoing prevalence of the global
pandemic, focusing on the potential effects of the pandemic
in 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. All the measures that successfully
addressed the COVID-19 related risks since early 2020, such
as COVID-speciﬁc workplace health protocols and policies,
effective production and supply chain processes, safeguarding of
critical supplies, and dedicated reporting to enhance the ability
to detect potential impacts in our markets, were fully applied
throughout the year and adjusted where needed, following the
pandemic evolution in each area of the Group’s operations.
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 exposure mainly arises from USD, EGP, RSD,
LEK, GBP, BRL, and TRY.
76
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 2021, the Group’s ratio of ﬁxed to ﬂoating
interest rates stood at 88%/12% (31 December 2020: 93%/7%).
• 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 2021, 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 2021, 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 top 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 judicial authorities. These may impose increasingly stringent
obligations and restrictions regarding, among other things, land
use, remediation, air emissions, waste treatment, water use,
and occupational and community health and safety. The costs of
complying with these laws and regulations are likely to increase
over time.
The Group is in compliance with all environmental regulations
and conditions in all countries where it operates. 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.
• Human Resources, Diversity and 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 not be sufficient,
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 and
Inclusion policies) and people development processes.
Relevant measures pursued include employee surveys, focus
groups for feedback, training and capability-building programs,
adoption of Diversity and 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
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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.
Compliance risks are proactively addressed at Group level
through the TITAN Group Compliance Program, an integrated
system of relevant activities, mechanisms and controls, aiming
to provide adequate assurance that compliance risks are timely
identiﬁed, properly assessed and effectively mitigated. The
Compliance Program reinforces compliance culture, ensures
adherence to compliance requirements, and fosters ethical
behaviour. Moreover, all operations are continuously monitored
at local and Group level by the Group Legal and Group Internal
Audit, Risk and Compliance departments. Also, relevant reports
provided by experts and independent organizations such as
Transparency International, are taken in account.
The set of Code of Conduct and Group Policies, applicable to all
TITAN Group operations, cover all strategic areas and provide
guidelines to employees and external business collaborators
for compliance with the applicable internal and statutory rules.
Such Group Policies include but are not limited to Anti-Bribery
and Corruption, Conﬂict of Interest, Competition Law, Sanctions,
Corporate Social Responsibility, Whistleblowing, Environmental
and Climate mitigation, Protection of Personal Data, Human
Rights, Occupational Health and Safety. Regular training of
employees is conducted to ensure that the Group’s Code of
Conduct and relevant Group Policies are effectively adhered
to. All employees also have free and unrestricted access to the
Group Policies, which have been uploaded on the Group Intranet
and on our website (https://www.titan-cement.com/about-us/
corporate-governance/group-policies).
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 2021 the costs of energy (thermal and electrical) increased
signiﬁcantly, especially in Europe, due to a variety of factors,
especially in the second half of the year. Freight rates, which are
responsible for a signiﬁcant part of the Group's logistics cost,
also increased substantially. A speciﬁc review of the measures
available to the Group for mitigating such cost increases
was performed at regional level and at the Group Executive
Committee and an appropriate set of actions (including hedging
instruments) was put in place. In addition, 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 at competitive cost is a constant priority. 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 reduce its
dependence on natural raw materials.
• Risks arising from various risks of business interruption,
including as a result of natural disasters
Natural disasters such as earthquakes, hurricanes, storm surges,
ﬂooding, wildﬁres may at any time disrupt our asset base and
production and/or distribution capacity, etc. There is also a
risk of an increase in the frequency of extreme natural events,
potentially as a result of climate change.
With regards to the mitigation of the effects of possible physical
impacts on the Group’s assets from extreme natural events, the
company is implementing a set of proactive protective measures
for its assets and developing continuously updated emergency
plans. With a view to protect its people and its operations, TITAN
also invests systematically in equipment and systems to prevent
or mitigate the effects or ﬂooding, ﬁre, hurricanes, etc. 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.
• 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
opportunistic hackers to full-scale foreign government sponsored
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)
Kosjeric cement plant, Serbia
78
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 and
delivery 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, stocks critical spare parts which
in case of failure may result in long stoppages 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. Such
measures to create sourcing resilience were reviewed in detail
during 2021, given the ongoing global supply chain disruptions.
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.
MANAGEMENT REPORT
CORPORATE GOVERNANCE AND RISK MANAGEMENT
79
INTEGRATED ANNUAL REPORT 2021
TITAN CEMENT GROUP
80
Rehabilitated quarry, USA
80