Promote and strengthen a culture of individual responsibility in which individuals take charge of their own role.
The fact that Barilla People represent “the” main resource is a responsibility not only for the company but also the employees themselves. Our people are expected to contribute wholeheartedly on an individual scale in order to become the central figures in their position.
THE PEOPLE AND VALUES
Responsibility has many implications including respect for corporate values. Four generations are currently at the helm of our Group. This guarantees a strong sense of identity based on human and professional leadership styles consisting of correct behaviour and the balance between respect for individuals and acting in the company’s interests.
Following the growth period in the nineties and numerous acquisitions, we realised that we could no longer rely exclusively on the tacit dissemination of our work ethic.The Barilla Code of Ethics was devised and communicated to employees in 2005. This is a fundamental corporate document. All individuals who join our company must comply with this document. A Supervisory Board was also set up in order to monitor implementation of the Code of Ethics.
In Italy this board is also required to oversee implementation of the requirements of Legislative Decree 231/2001, which introduced the concept of internal controls as a tool to prevent crimes being committed within the company. The Supervisory Board was required to act in only a few cases in 2008: 3 times for breach of the Code of Ethics and 2 times for conflict of interest.
REORGANISATION
A corporate reorganisation plan commenced in February 2008 in order to face both the current market difficulties and to prepare for future challenges. This resulted in the definition of a new organisation and operational structure. The company was reorganised into three operational areas: the Business Units, the Market Units and the Process Units.
The Business Units are responsible for the strategic development of the brand portfolio and the product categories across the various moments of consumption, defining growth objectives and business profitability.
The Market Units promote the corporate brand portfolio and product categories in the various markets and ensure the development and profitability of customers and sales channels, defining growth objectives and market profitability levels.
The Process Units are responsible for the processes that link the Market and Business Units, guaranteeing effective and efficient operations and defining global objectives, goals and strategies. The new organisation structure highlighted the need to redefine roles. This requires an extensive review of the roles assigned to each individual and in many cases a new definition of tasks and priorities.
CORPORATE GOVERNANCE
The corporate governance structure of Barilla Holding S.p.A., the consolidating entity of all group companies under its direct or indirect control, comprised the following corporate bodies in 2008, the reference year for this Sustainability Report: Board of Directors, Executive Committee, Board of Statutory Auditors and the Accounting Control Body.
The governance structure is supported by the internal control system and the Organisation, Management and Control Model prepared in compliance with Legislative Decree 231/2001 (hereinafter the “Model”).
The Model encompasses the Code of Ethics that defines a set of principles and values that are the result of a strong, well established corporate culture, which Barilla identifies with and requires that the directors, statutory auditors, employees, collaborators, consultants, suppliers and customers adhere to.
The Board of Directors is vested with the widest powers and is responsible for the management of the business and assessing the adequacy of the organisation, administration and accounting structure.
The Board of Directors comprises six directors of which 4 are executive, 1 non-executive and 1 independent.
The Board has set up an Executive Committee that consists of four members who are responsible for strategic and finance management.
The company carries out direction and coordination activities, as defined under article 2497 of the Italian Civil Code, in respect of the Group companies Barilla Iniziative and Barilla G. e R. Fratelli.
In order to evaluate the effective and correct implementation of the Model, the Board of Directors appointed a Supervisory Body, which is composed of the heads of Group Legal and Corporate Affairs and Group Internal Audit, and an external member who is a self-employed professional.
The Board of Statutory Auditors oversees compliance with the law and the articles of association, and compliance with principles of correct administration. The members are appointed for a three year term and may be reappointed.
PricewaterhouseCoopers S.p.A. has been engaged to perform the control of the accounting records. The Group organisation structure was based on two operational sub-holdings: Barilla G. e R. Fratelli Società per Azioni, and Lieken AG. The GranMilano sub-holding also operated in the Group until its sale to third parties in July 2008.
The corporate governance structure of Barilla G. e R. Fratelli Società per Azioni mirrors that of Barilla Holding S.p.A., consisting of a Board of Directors, Board of Statutory Auditors and an Accounting Control Body.
The Board of Directors comprised ten directors of which 5 were executive, 3 non-executive and 2 independent. The two independent directors were representatives of the minority shareholder Gafina S.p.a., a long-standing associate of the Barilla family.
The Executive Committee consists of 7 members of which 4 executive, 1 non-executive and 2 independent.
With regard to the methods available to the shareholders and employees to submit suggestions to the highest governing body, both majority and minority shareholders are able to interact directly with the Board through the internal representatives.
Within the corporate governance structure and more specifically in relation to the implementation of the Code of Ethics, employees are able to raise matters and suggestions with the Supervisory Body. The Supervisory Body reports its actions to the Board of Directors on a regular basis.
The corporate governance structure of Barilla Iniziative S.r.l. (previously Finba Iniziative S.r.l.) consisted of the following corporate bodies: the Board of Directors and the Board of Statutory Auditors.
The Board of Directors is vested with the widest powers and is responsible for the management of the business and assessing the adequacy of the organisation, administration and accounting structure. The Board of Directors comprises five directors of which 4 are executive and 1 non-executive.