Corporate Governance
THE ORGANISATIONAL STRUCTURE OF THE ANDRIANI GROUP
Andriani adopts a traditional governance model that is formed by the following bodies: shareholders’ assembly (volitional body), board of directors (executive body), board of statutory auditors (supervisory body). In addition to these bodies, which are required by law, the following bodies complete Andriani’s system of governance: auditing firm (appointment as statutory auditor), supervisory committee 231/01, management committee, impact manager, nutritional watchdog and ethical committee.
Board of Directors ("BOD")
The BOD oversees aspects of management that are also connected to the issues of sustainability in all its forms. In carrying out this governance, the BOD consults other governing and management bodies that oversee ESG issues, interacting with various internal stakeholders that deal with matters relevant to sustainability, using different modes of communication (focus groups, webinars, CAWI etc.). The BOD approves the Strategic Sustainability Plan, the Plan for Investments in Carbon Neutrality and the Circular Economy, the Group's Report on Sustainability Management and Andriani Benefit Corporation's Impact Report, on behalf of the entire Group.
Board of Statutory Auditors
This is a body that oversees compliance with the applicable laws and the company by-laws, respect for the principles of correct administration, the adequacy of the organisational structure for the aspects under its responsibility, the internal control system and the administrative accounting system, as well as the accountability of the latter in presenting management data and the adequacy of the regulations given by the parent company to its subsidiaries. The Board of Statutory Auditors acquires knowledge on and supervises company operations within its competence. With regard to reporting in particular, it oversees the process of preparing the financial report, and the compliance of the Impact Report.
Supervisory Committee pursuant to Italian Legislative Decree 231/01
This body has the task of supervising the adequacy of the Organisational Model pursuant to Italian Legislative Decree no. 231/2001, approved by the company. It constantly oversees: (a) compliance with the above model by its addressees; (b) the efficacy of the above model in preventing the commission of crimes; (c) the implementation of its provisions; (d) updating the above model in the event that adjustments are required with regard to changes in the organisational structure or the applicable legislation.
Auditing firm
The Auditing firm (Deloitte & Touche S.p.A.) carries out statutory auditing on the financial report, and limited assurance regarding the sustainability information in the management report. The term of office is three years.
Management Committee
This committee provides consultation, advice and recommendations to the parent company's Board of Directors, with regard to the preparation of the strategic plan, planning and budget, and monitoring the progress and development of the business, among other things, in line with the strategic goals set. The body is nominated by the Board of Directors, and is made up of managers, with a term of office of 12 months. It performs the following tasks: (a) defining and overseeing special projects at group level; (b) making proposals for the latter.
Nutritional Watchdog
An advisory body to Andriani S.p.A.’s Board of Directors, with the function of providing consultation and technical-scientific support for research and development activities.
Michele Andriani
Michele Di Paolo
Attilio Mazzilli
Francesco Andriani
Tommaso Marvulli
Tutti i cinque membri del Consiglio di Amministrazione rimarranno in carica sino alla data in cui sarà tenuta l’assemblea che approverà il bilancio relativo all’esercizio 2021, affiancati dal collegio sindacale, composto da Alberto Longo (Presidente), Andrea Venturelli e Francesco Paparella, e dalla società di revisione Deloitte.
Nutritional Watchdog
An advisory body to Andriani S.p.A.’s Board of Directors, with the function of providing consultation and technical-scientific support for research and development activities, for the promotion of initiatives related to the aims of the parent company, and with the task of making evaluations and recommendations regarding the scientific guidelines of the programmes adopted by the company and its partners. The Nutritional Watchdog is nominated by the Management Board, with a term of office of three years.
Ethical Committee
A body that provides ethical representation and guarantees, with an advisory function to the BOD: it has the task of providing prior verification of compliance with all requirements of an ethical nature (also with regard to sustainability) for third party companies with which the Company intends to form partnerships, temporary associations or joint ventures, or other forms of agreement for cooperation between companies, in particular with regard to participation in public procedures.
WHISTLEBLOWING
Whistleblowing is the reporting of a risk that could damage clients, colleagues, shareholders, the public, or the reputation of Andriani itself. Reports sent to the designated Manager through the application solution guarantee the confidentiality of the reporter, and the applied solution adopted by this organisation complies with ANAC provisions with regard to whistleblowing.
What to report
Alleged violations, perpetrated by internal staff, collaborators or business partners, related to the following aspects:
- violation of the Code of Ethics;
- violation of the Organisational and Management Model pursuant to Italian Legislative Decree 231/2001;
- violations of laws and regulations;
- acts of corruption;
- workplace harassment;
- corporate fraud;
- human rights violations;
What not to report
For communications of a commercial or operational nature (e.g. complaints), the pre-existing communication channels remain open.
How to report
Reports can be registered through an external, independent service by clicking the following link: https://andriani.wbisweb.it/#/
Impact Manager
This figure, established in accordance with It. Law 208/15, following Andriani S.p.A.’s acquisition of Benefit Corporation status, is entrusted with the task of pursuing the goals of common good included in the company by-laws.
Among its functions:
- ensuring that all company departments are involved in implementing the plan to achieve the aforementioned goals, and improvement of this plan;
- supporting administrators by providing information and data with regard to the internal and external context in which the company operates;
- promoting the transparency of impact results, guaranteeing publication on the website and through the dedicated channels.
Organisation
The organisational structure of the Andriani Group, which forms a functional hierarchy, is divided into functions and departments with decreasing complexity (direction, offices/departments), grouped into uniform activity levels and led by a department head. The integration between the multifunctional structure and the BOD is guaranteed by the presence of a Management Committee, made up of the department heads. The line functions in charge of fulfilling typical business purposes are: Operational Management, Technical Management, Sales and Marketing Management. The staff functions in charge of providing the services needed for the implementation of primary business purposes are: R&S Management, Human Resources Management, Administration and Finance Management, Corporate Secretariat, Planning and Control Management, Legal and Corporate Affairs Management, CSR and Sustainability Management.
CSR & Sustainability Department
To support the governance and implementation of the sustainability strategy, for the last few years the Group has had a CSR & Sustainability Department, currently with 6 staff members, characterised by an intentionally multi-disciplinary approach and educational/professional background. Compared to 2020, the CSR & Sustainability Team has been reinforced with the arrival of 2 staff members.
The department, which directly follows the development of the Strategic Sustainability Plan, involving other departments in performing various activities informed by the values of common good, is made up of:
- CSR & Sustainability Manager;
- Sustainability Coordinator;
- Sustainable Sourcing Specialist;
- Food trust & CSR Communication Specialist;
- D&I Specialist;
- Green Energy Specialist.
“La nuova corporate governance di Andriani Spa verte a un miglioramento gestionale garante di sempre maggiore efficienza. Il mondo chiama a grandi sfide, e noi siamo pronti ad affrontarle con sguardo positivo, impegno, professionalità e passione, in nome di quel senso di responsabilità, verso gli stakeholder e il sistema imprenditoriale di tutta la filiera, che ci contraddistingue.”
Michele Andriani
Presidente del Consiglio di Amministrazione
TRANSPARENCY AND DIALOGUE ARE THE FOUNDATIONS FOR COMMON GOOD AND THE B CORP MOVEMENT
Andriani continues to commit to offering a tangible contribution to the achievement of goals for the common good.
Commitment to communities
For the Andriani Group, the involvement of local communities, participation in opportunities for meetings, testimonies, communication and sharing of choices made and commitments taken in the social and environmental sphere, investments in sponsorships, partnerships and generosity are important elements, not only to promote the territories we are present in, but also to continue to broaden our commitment to communities and stakeholders.
For the Group, all of this represents the implementation of a process of transparency and dialogue, in line with our decision to become a Benefit Corporation.
The investments and projects that Andriani dedicates particular attention to aim to achieve two main goals:
- engaging local communities in programmes for development, sharing of ideas and initiatives;
- financial support (generosity).
