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Board Structure
Board Structure
https://www.alicorp.com.pe/alicorp-ir/public/userfiles/ckfinder/files/Reglamento%20Directorio_VF.pdf
Independent Directors are those selected for their professional prestige, those who do not have
relationship with management of the company, or with the society. Directors who meet the following
criteria will be considered independent:
-Not being a director or employee of a company of the same business group, unless 3 or 5 years have
passed, since the termination of that employment relationship.
-Not being an employee of a shareholder of the company.
-Not having more than 8 continuous years as a director of the company.
-Not having, or having had in the last 3 years a business or contractual, direct or indirect relationship, and
of significance with the company or any other company of its same group.
-Not being a spouse, nor having first or second-degree kinship or first degree of affinity, with
shareholders, members of the Company’s Board of Directors or Senior Management.
-Not being a director or member of the Senior Management of another company in which any director or
member of the Senior Management of the Company is a member of the Board.
-Not having been in the last 8 years senior management or employees either in the company, in
companies of the same group or in a shareholder of the company.
-Not having been partner or employee of the external Auditor or Auditor of any company of the same
group for the last 3 years.
The independent directors must declare to the company on an annual basis the compliance of the
independence criteria detailed above. The Board shall verify compliance with the independence criteria
detailed above.
Non-executive Chairman/Lead Director
Non-executive Chairman/Lead Director
https://www.alicorp.com.pe/alicorp-ir/public/buen-gobierno-corporativo/organizacion/ejecutivos(726).htm l
Juan Moreyrra
Luis Estrada Rondon Magdalena Marrou
Corporate Vice Morales Valentín Coporate Vice
President of Raw Vice President of President of
Materials Corporate Affairs Finance
Non-executive Chairman/Lead Director
https://www.alicorp.com.pe/alicorp-ir/public/buen-gobierno-corporativo/organizacion/directores.html
Alicorp Directors
Alicorp Directors
On March 30, 2016, the directors were appointed for a term of three years (March 2016 to March 2019)
Percentage of attendance of the Directors to the Board meetings during the exercise
2018 (page 9).
▪ Dionisio Romero Paoletti, Chairman of the Board of Directors of Alicorp since 2002 and Director
of the company since 2001.
▪ Luis Romero Belismelis, Vice President of Alicorp since August 2006 and Alternate Director since
2001.
▪ Jose Antonio Onrubia Holder, Director of Alicorp since August 2006 and Alternate Director of the
company since March 2001.
▪ José Raimundo Morales Dasso, Director of Alicorp since March 2008.
▪ Arístides de Macedo Murgel, Director of Alicorp since March 2010.
▪ Jose Carlos Escudero Velando, Director of Alicorp since April 2016.
▪ Manuel Romero Bellismelis, Deputy Director of Alicorp since August 2006.
▪ Rafael Romero Guzmán, Alicorp, Deputy Director since August 2006.
▪ Calixto Romero Guzmán, Alicorp, Director of Alicorp since 2002.
▪ Lieneke María Schol Calle, Director of Alicorp since March 2019.
▪ Marco Aurelio Peschiera Fernández, Director of Alicorp since March 2019.
Board Industry Experience
Board Industry Experience
https://www.alicorp.com.pe/alicorp-ir/public/buen-gobierno-corporativo/organizacion/directores.html
Board Experience
DIONISIO ROMERO PAOLETTI
Chairman
Chairman of the Board of Directors of Alicorp since 2002 and Director of the
company since 2001. He is also director of several companies in the industrial,
commercial and service sectors. He holds a Bachelor's Degree in Economics and
International Relations from Brown University (USA) and a Master's Degree in
Business Administration from Stanford University (USA).
Vice President of Alicorp since August 2006 and Alternate Director since 2001. He is
also director of several companies in the industrial sector, trade and services.
Central Manager of Administration and Finance since 1992. Central Manager of
Finance, Administration and Systems from 2002 to December of 2005.
He has a Bachelor's Degree in Economics from the University of Boston (USA).
Board Industry Experience
JOSE ANTONIO ONRUBIA HOLDER
Director
Director of Alicorp since August 2006 and Alternate Director of the company since
March 2001. He is also director of several companies in the industrial sector, trade
and services. Central Sales and Distribution Manager since 1995. Central Sales
Manager from 2002 to December 2005.
He has a Bachelor's Degree in Business Administration from Saint Michaels College
(USA) and a Master's Degree from Babson College (USA).
Director of Alicorp since March 2010. He served as Executive Director of Kraft Peru
from 1999 to 2001 and as Executive Director of Kraft Venezuela from 2001 to 2003.
He also served as President of Kraft Brasil from 2003 to 2006 and as President of Kraft
Andina from 2007 to 2009. He has a degree in Business Administration from the
School of Management of Sao Paulo - Getulio Vargas Foundation (Brazil). Mr. Arístides
de Macedo has no financial or kinship relationship with the other members of the
board of directors, management or shareholders of Alicorp.
Director of Alicorp since 2002. He is also director of several companies in the industrial
sector, trade and services.
Director of Alicorp since March 2019. He is also director of Banco Pichincha, Care
Peru and OWIT Peru. In 2018, she served as Minister of Production of Peru, and from
2017 to 2018, she was Secretary of Digital Government.
Ms. Schol holds a bachelor's degree in Industrial Engineering from the University of
Lima (Peru) and a master's degree in Business Administration from the Adolfo Ibañez
School of Management
MARCO AURELIO PESCHIERA FERNÁNDEZ
Director
Director of Alicorp since March 2019. He is also director of several companies in the
services, commercial and industrial sectors. Previously, he served on the board of
different companies in the banking and financial sector. Mr. Peschiera has been CEO
of DI Propiedades S.A, Piurano Group of Inversiones S.A., Inversiones Piuranas S.A.
and Inversiones Valle del Chira S.A since November 2017 and CEO of GRIO S.A. since
January 2018.
Alicorp has defined indicators to guide the CEO's variable compensation. The
indicators are gathered on the Scorecard Alicorp, which is shared throughout the
whole company during the year and is partially composes both the short term (PIA)
and the long term bonus (ILP).
Examples of indicators are: Sales Growth EBITDA Efficiency Ratio Net debt / Free
Cash Flow and Return On Invested Capital
Government Ownership
Government Ownership
https://www.alicorp.com.pe/alicorp-ir/public/buen-gobierno-corporativo/composicion-del-accionarado.html
Shareholders % of Capital
Romero Group 45.22
AFP´s 29.03
Mutual Funds and Inv. 13.90
Others 11.85
As you may see on the website, the composition of the shareholding, in which it
appears as "others" which is 10.1% of the shares. The detail of those who make up
these "others" is not public and is mostly composed of natural persons. No
government entity is a shareholder of Alicorp.
Family Ownership
Family Ownership
The members of the Romero and Onrubia family (Romero Group), as can be
seen in the following link
http://www.smv.gob.pe/ConsultasP8/temp/ALICORP%20S.AA03.04.2019.pdf
are owners of more than 40% of the voting shares of the company through
shares on a personal basis and through companies.
Shareholders % of Capital
Romero Group 45.22
AFP´s 29.03
Mutual Funds and Inv. 13.90
Others 11.85
Dual Class Shares
Dual Class Shares
https://www.bvl.com.pe/jsp/Inf_EstadisticaGrafica.jsp?Cod_Empresa=21400&Nemonico=ALICORI1&Lista
do=|ALICORI1
In this web page, you may find Valor: ALICORI1Which are investment stock that
don't have a vote. See Nro. acciones en circulación to see listed stock. You may
also find Valor: ALICORC1. Which are common stock that have 1 vote each. See
Nro. acciones en circulación to find listed stock.
Materiality Disclosure
Materiality process
Identify and analyse
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Company
expectations
Benchmarks expectations
Value chain
Global impacts
tendencies
Material Issues
Sustainability Strategy
Responsible
marketing
Community
Production development
eco-efficiency
Employees
development
Codes of Conduct
Codes of Conduct
https://www.alicorp.com.pe/alicorp-ir/public/userfiles/ckfinder/files/Guia%20de%20Compromisos%20%20Eticos.pdf
Aspect covered by the company's code of ethics, called the Ethics Commitment Guide, which applies to employees and board
members of Alicorp and subsidiaries (scope outlined on page 4).
Corruption and bribery: Aspect covered by the company's code of ethics, called the Ethics Commitment Guide, which applies to
employees and board members of Alicorp and subsidiaries (scope outlined on page 4). Likewise, the Corporate Policy for the
Prevention of Fraud and Corruption states that "Alicorp adopts zero tolerance if any employee (regardless of their position or the
duration of their work at Alicorp) or a member of the Board of Directors, commits, participates, contributes and/or has knowledge
and does not report any act or conduct constituting fraud, corruption or other irregularities." (Ethics Commitment Guide - page
30-32; Corporate Policy on Fraud and Corruption Prevention).
Discrimination: Aspect covered by the company's code of ethics, called the Ethics Commitment Guide, which applies to
employees and board members of Alicorp and subsidiaries (scope outlined on page 4, Ethics Commitment Guide - page 14-15).
Confidentiality of information: Aspect covered by the company's code of ethics, called the Ethics Commitment Guide, which
applies to employees and board members of Alicorp and Subsidiaries (scope outlined on page 4). Page 21-23 of the Ethics
Commitment Guide states that: "We manage Alicorp’s information considering it a valuable asset, so we act as stated in the
Corporate Policy on Information Security.”
Conflicts of interest: Aspect covered by the company's code of ethics, called the Ethics Commitment Guide, which applies to
employees and board members of Alicorp and subsidiaries (scope outlined on page 4). Page 18 of the Ethics Commitment Guide
states that: "We act with honesty and ethics avoiding situations that represent or could represent a conflict between personal
interests and those of Alicorp’s." (Ethics Commitment Guide - page 18; Corporate Conflict of Interest Policy).
Antitrust/anti-competitive practices: Aspect covered by the company’s code of ethics, called Ethics Commitment Guide, which
applies to collaborators and board members of Alicorp and subsidiaries (scope outlined on page 4). Page 29 of the Ethics
Commitment Guide states that "We vigorously compete based on high ethical standards and with the utmost respect for the laws
regulating the free market." (Ethics Commitment Guide - page 27).
Codes of Conduct
Money-laundering and/or insider trading/dealing: Aspect covered by the company's code of ethics,
called the Ethics Commitment Guide, which applies to employees and board members of Alicorp and
subsidiaries (scope outlined on page 4). Page 32 of the Ethics Commitments Guide states that "We
comply with the rules on money laundering and the prevention of terrorist financing. We also support
local and international efforts to prevent financial crime, so we take action to prevent our activities
from being used for illegal operations that undermine the legitimacy and transparency of local and
international trade. On the other hand, we have a Corporate Policy of Use of Proprietary Information.
(Ethics Commitment Guide - pages 22 and 32. Corporate Policy for the Use of Proprietary Information).
Environment, health and safety: Aspect covered by the company's code of ethics, called the Ethics
Commitment Guide, which applies to employees and board members of Alicorp and subsidiaries (scope
outlined on page 5). Page 15 of the Ethics Commitment Guide states that "We provide a work
environment that ensures the physical integrity of the people of Alicorp". In addition, page 32 states
that "We are committed to protecting the environment and developing environmentally sustainable
activities. We comply with applicable environmental laws and regulations for our businesses and
promote the efficient use of resources." (Ethics Commitment Guide - page 32)
Whistleblowing: Aspect covered by the company's code of ethics, called the Ethics Commitment Guide,
which applies to employees and board members of Alicorp and subsidiaries (scope outlined on page 5).
Page 38 of the Ethics Commitment Guide states that "When we are aware of a situation of possible non-
compliance with our Ethics Commitment Guide or our policies, we must report it immediately. To do
this, we make these channels available to our collaborators: (…) reporting through the Alicorp’s Ethics
Line. This channel is operated by an independent firm, has several platforms and allows anonymous
reporting (Ethics Commitments Guide - page 38)
Codes of Conduct
Referenced policies:
Corporate Conflict of Interest Policy: Defines the guidelines to follow in relation to situations that could
lead to a Situation of Conflict of Interest with respect to the company, page 1.
Corporate Policy on Information Security: Establish the corporate information security policy with the
purpose of protecting the Information about Alicorp and subsidiaries at the regional level ensuring their
confidentiality, availability and integrity, to minimize risks and ensure the continuity of their operations,
page 1.
Corporate Policy for the Prevention of Fraud and Corruption: Establishes general guidelines, frame of
reference and procedures to follow for the prevention and detection of acts related to fraud and
corruption, page 1.
Corporate Policy of Use of Proprietary Information: Establishes the general guidelines, the frame of
reference and the procedures to be followed for the proper use of the insider information of the
company, page 1.
Corruption and Bribery
Corruption and Bribery
https://www.alicorp.com.pe/alicorp-
ir/public/userfiles/ckfinder/files/Politica%20Corporativa%20de%20Prevencion%20del%20Fraude%2C%20Corrupcion%20y%20Aprov
echamiento%20del%20Cargo(1).pdf
Corporate Policy for the Prevention of Fraud and Corruption: Establishes general guidelines, frame of
reference and procedures to follow for the prevention and detection of acts related to fraud and
corruption, page 1.
5.1 Fraud
The Company requires compliance with applicable accounting standards and prohibits the preparation of
records, documents or reports that do not reflect reality, as well as the destruction or improper handling of
them.
5.3 Corruption
In accordance with the provisions of the Ethical Commitments Guide, the Company's policy is zero tolerance for
corruption in the performance of its business activity, both in the public sector (Corruption of public officials) and
in the Private (Private Corruption). No end justifies a behavior outside the ethical principles that guide the
Company activities.
Client Satisfaction Measurement
Client Satisfaction Measurement
1. Health and Well-being: We promote health and well-being among the families of the countries
where we operate by providing a wide portfolio of relevant products and information to the
consumers.
2. Environmental: We are committed to mitigating the environmental impacts resulting from our
business activities and focusing on the efficient use of resources.
3. Value chain development: We encourage the development of allies in our value chain: collaborators,
suppliers, customers, consumers, communities, and society.
As part of our commitment to the development of our supply chain, we have developed this
Responsible Supply Policy which is in line with our values and ethical commitments. This Policy defines
and introduces our responsible supply standards, which we promote and expect our suppliers to
comply with. In turn, as they use this important tool for their own development, they will be ensuring
their good economic, social, and environmental management.
Contents
We have developed this Policy considering our strategic planning, as well as the expectations of our
internal and external stakeholders and applicable legislation. In line with our sustainable development
approach, our RSP covers the following topics:
Our RSP supports the Fundamental Principles of the International Bill of Human Rights which consists
of the Universal Declaration of Human Rights, the International Labour Organization Declaration on
Fundamental Principles and Rights at Work, rejecting all acts of corruption, in all its forms. Our
suppliers must adhere to this policy.
Responsible Supply Policy
At Alicorp, we hope that our suppliers share our commitment to human rights; that is, to carry out
their employment practices in full compliance with all applicable laws and regulations in the countries
where they operate.
We also promote good labor practices and expect our suppliers to place special emphasis on the
following topics:
Free, prior and informed consent. Indigenous or vulnerable communities that may be affected by the
activities carried out in their lands and with their natural resources undertaken by the company's
suppliers shall have the possibility of granting or withholding their free, prior and informed consent,
and the suppliers shall be transparent and subsequently disclose the contract and agreements.
Responsible Supply Policy
Environment
We, in Alicorp, acknowledge our responsibility to protect the environment and we expect our suppliers
to follow suit. Therefore, we promote the implementation of measures that seek to reduce, mitigate,
or eliminate our impact on the environment through the performance of good conservation and
maintenance practices in our facilities and production processes.
As part of this commitment, we promote and expect all Alicorp suppliers to comply with the following:
Environmental laws and regulations. Comply with applicable environmental laws and regulations of
the country where they operate regarding the handling and use of hazardous materials; air, water, and
land emissions; wastewater management; and waste management.
Environmental permits. Obtain and maintain valid all environmental permits and records required and
comply with the corresponding operational and reporting requirements.
Prohibited and dangerous substances. Comply with laws, regulations and requirements applicable to
the handling of specific substances considered hazardous and identified as such under existing
scientific or official information.
Responsible Supply Policy
Sustainable practices. Include sustainability practices in its operations and activities with the purpose
of reducing emissions, effluents and polluting residues, and achieving efficiencies in the use of certain
potentially polluting inputs (e.g., use of plastic).
Adequate solid waste management. Ensure proper management, treatment and disposal of the solid
waste generated by its operation. This process must include the segregation of hazardous and non-
hazardous waste, disposing of them in accordance with the law of the country of operation.
Zero tolerance for corruption, money laundering and the financing of terrorism. Alicorp has zero
tolerance for any form of public or private corruption committed by our suppliers. Therefore, suppliers
shall never offer or give bribes to public officials or executives working in the private sector, directly or
through third parties. Suppliers must comply with the standards of conduct described in our Corporate
Policy on the Prevention of Fraud, Corruption and Taking Advantage of a Position, as well as any
applicable legislation on corruption, money laundering and financing of terrorism, and also that which
regulates the management of interests, the delivery of gifts, payments to public officials and
contributions to political parties.
Responsible Supply Policy
Managing conflict of interest. Suppliers shall avoid situations of conflict of interest, such as negotiating
directly with any Alicorp employee whose partner (by marriage, cohabitation or other form of
common-law marriage under the law) or relative of first, second or third degree of consanguinity
maintains a significant financial interest or holds an important managerial or executive position (as
shareholder, partner or beneficiary) at the supplying company.
Any identified potential conflict of interest in connection with one of Alicorp’s collaborators shall be
reported to the company. Additionally, pursuant to the Corporate Gifts and Attentions Policy, suppliers
shall never present gifts to Alicorp’s collaborators.
Compliance with laws applicable to commercial controls. We expect our suppliers to comply with all
applicable market controls, as well as export, re-export and import laws and regulations in force in the
country of operation
Development of Health and Nutrition Strategy
Nutrition Strategy
We Feed a Better Tomorrow. For this reason our interest is to deliver quality of life to
consumers by providing a product portfolio that addresses their different needs for well-
being, nutrition and enjoyment. We seek to understand and answer the nutritional needs
of our consumers.
These targets are accumulative and were set with a deadline year of 2021.
In 2018 we reformulated our sustainability strategy, setting new social KPIs for
2019/2020. Thus we maintain previous targets until the new ones are publicly
shared.
The social reporting coverage is 50-75% of our business operations.
Freedom of Association
Freedom of Association
We recognize the right of the people who integrate Alicorp to free associate.
Environmental Violations
Environmental Violations
In the past four fiscal years, we have not paid any significant fines (> USD
$10,000) related to environmental or ecological damage.
Solid Waste
Alicorp Perú Solid waste disposed
M
Materials and Products
Our Commitments
E
Power
Our Commitments to Energy
Our Commitments
* Information covers Central Premises: pasta plants, moulding machine, detergents, COPSA and Molinos (contemplates efficiencies but not investments)
Our commitment to:
A
Water
Our Commitments to Water
Our Commitments
* Scope of Commitments: COPSA Plant (represents 85% of water consumption in Central Building) ** Cumulative value.
Data coverage: >50-75%