GOOD CORPORATE GOVERNMENT

 

In Alicorp we are committed to meeting Good Corporate Government Principles. Our management is based on actions guaranteeing equity, responsibility, and transparency with our shareholders and investors.

Alicorp has been recognized by the Stock Exchange of Lima as one of the ten Peruvian companies with the best corporate government practices, so that it is part of the Good Corporate Government Index Portfolio from July 1, 2011 to June 29, 2012.


http://www.bvl.com.pe/ipgc/Cartera_y_reconocimiento.pdf

Our Shareholders    
 

Alicorp is a Publicly Held Corporation that, as of December 31, 2010, has 1,132 common shareholders and 1,614 investment shareholders. Those holding more that 50% of the subscribed and paid-in capital of the corporation, as of December 31, 2010, are the following:

   
 
 

Economic Shareholder

Nationality

Group

% of Capital

Birmingham Merchant S.A.

Panamanian

 

11.042

AFP INTEGRA S.A.

Peruvian

 

10.943

PRIMA AFP S.A.                   

Peruvian

 

10.551

Compañía Almacenera S.A.

Peruvian

Romero

7.791

AFP HORIZONTE S.A.

Peruvian

 

6.884

ATLANTIC SECURITY BANK Panamanian   5.684
PROFUTURO AFP S.A. Peruvian   5.016
 

Shareholders with right to vote

 

Possession

Number of Shareholders  

% of Participation

Less than 1%                   

1,113

 

10.2342

Between 1% - 5%

12

 

31.8542

Between 5% - 10%

4

 

25.3753

More than 10%

3

 

32.5363

Total

1,132

 

100.00

 
Shareholders of investment
 

Possession

Number of Shareholders

 

% of Participation

Less thanl 1%                   

1,596

 

59.6431

Between 1% - 5%

17

 

22.5046

Between 5% - 10%

0

 

0

More than 10%

1

 

17.8523

Total

1614

 

100.00

   
         
Government Structure    
  Shareholders' Meeting    
   

2011 Shareholders' Meeting
2010 Shareholders’ Meeting

2009 Shareholders’ Meeting
2008 Shareholders’ Meeting
2007 Shareholders’ Meeting

   
         
    Board of Directors    
   

The company’s Board of Directors is composed of:

   
 

Name

 

Position

  Dionisio Romero Paoletti

 

Chairman  
  Luis Romero Belismelis

 

Vicechairman  
  José Antonio Onrubia Holder

 

Director  
  Calixto Romero Guzmán

 

Director  
  Jose Raimundo Morales Dasso

 

Director  
  Alfredo Romero Vega

 

Director  
  Aristides de Macedo

 

Director  
  Jose Alberto Haito Moarri

 

Director  
  Ángel Irazola Arribas

 

Director  
  Manuel Romero Belismelis

 

Deputy Director  
  Rafael Romero Guzmán

 

Deputy Director  
         
   
   

Definition of Independent Director

   
 

He is considered to be the independent director to that one selected by his professional prestige and that is not linked by the administration of the company, not with the principal shareholders of Alicorp S.A.A.

Independent Directors

Aristides de Macedo
Jose Alberto Haito Moarri
Alfredo Romero Vega
José Raimundo Morales Dasso

 
 
       
    Dionisio Romero Paoletti    
 

Company’s Director as from 2001. He is the company’s Chairman as from 2002. He is also Director of different companies of the service, commercial and industrial sectors. He holds a Bachelor of Economics and International Relationships from Brown University and a Master’s in Business Administration from Stanford University.

   
       
   

Luis Romero Belismelis

   
   

Alternate Director of Mr. Ronald Campbell García from 2001 to August 1, 2006. He is the company’s Vicechairman as from August 2, 2006. Also, he is Director of different companies of the service, commercial and industrial sectors. Administration and Finance Central Manager as from 1992. Finance, Administration, and Systems Central Manager from 2002 to December 2005. Bachelor’s Degree from Boston University (USA).

   
         
   

Jose Antonio Onrubia Holder

   
   

Alternate Director of Mr. Ernesto Romero Belismelis from March 2001 to March 2004. Alternate Director of Mr. Javier Beeck Onrubia from March 2004 to August 1, 2006. Company’s Director as from August 2, 2006. He is also Director of different companies of the service, commercial and industrial sectors. Sale and Distribution Central Manager as from 1995. Sales Central Manager from 2002 to December, 2005. Bachelor of Business Administration from Saint Michaels College (USA) and a Master’s Degree from Babson College (USA).

   
         
   

Calixto Romero Guzmán

   
   

Company’s Director as from 2002. He is Director of different companies of the service, commercial and industrial sectors.

   
         
   

Jose Raimundo Morales Dasso

   
   

Company’s Director as from March 2008. He is also Chairman of the Board of Directors of Asociación Civil Pro Universidad del Pacífico and Instituto Peruano de Economía.
He is the Chairman of the Board of Directors of Credicorp Ltd., member of the Board of Directors of Atlantic Security Bank, Banco de Crédito de Bolivia, El Pacífico-Peruano Suiza Compañía de Seguros y Reaseguros, Pacífico Vida Seguros, and Cementos Pacasmayo. He was the General Manager of Banco de Crédito BCP up to March 2008. He holds a Bachelor of Economics and Administration from Pacífico University and has a Master’s in Business Administration from Pennsylvania University - Wharton Business School.

   
         
   

Alfredo Romero Vega

   
   

Company’s Director as from March 2005. He is Chairman of Profit Consultoría e Inversiones SAC, dedicated to provide business advisory and Director of different companies of the industrial sector. Bachelor of Economics from Pacífico University, Master’s Degree from ESAN, and a Ph.D. in Business Administration from The Pennsylvania State University. He also took PAD (Top Management Program) at Piura University.

   
         
Aristides de Macedo

Director of the Company since March 31, 2010. General Manager of Kraft Perú from 1999 to 2001. General Manager of Kraft Venezuela from 2001 to 2003. Chairman of Kraft Brazil from 2003 to 2006. Chairman of Kraft Andina from 2007 to 2009. He has a degree in Business Administration from the Business Administration School of Sao Paulo - Getulio Vargas Foundation (Brazil).

 
   

Jose Alberto Haito Moarri

   
   

Company’s Director as from March 2007. He is Advisory Manager of Arellano Marketing. He was the General Manager of Snacks América Latina for the South Andean Region up to February 2006. He holds a Bachelor of Economics from Lima University and has a Master’s Degree in Business Administration from ESAN. He also studied at Kellog Northwestern University (USA).

   
         
   

Angel Irazola Arribas

   
   

Company’s Director as from March 2005. He is Director of different companies of the service, commercial and industrial sectors. He was General Manager of Industrias del Espino S.A. and Palmas del Espino S.A. up to June 2006. He is an Agriculturist from La Molina Agrarian University. He has a Master’s Degree in Business Administration from ESAN (Peru) and Stanford University (USA).

   
         
   

Manuel Romero Belismelis

   
   

Alternate Director of Mr. Javier Beeck Onrubia from March 2001 to March 2004. Alternate Director of Mr. Ernesto Romero Belismelis from 2004 to August 1, 2006. Company’s Deputy Director as from August 2, 2006. He is also Director of different companies of the service, commercial and industrial sectors.

   
         
   

Rafael Romero Guzmán

   
   

Alternate Director of Mr. Calixto Romero Guzmán from March 2004 to August 1, 2006. Company’s Deputy Director as from August 2, 2006. Bachelor of Administration and Finance from North Eastern University in Boston.

   
         
    Management    
   

Company’s management is composed of 11 people:

   

 

 

Name Position
Paolo Sacchi Giurato CEO
Diego Rosado Gómez de la Torre CFO
Jaime Butrich Velayos Vice President - Corporate Supply Chain
Hugo Carrillo Goyeneche Vice President - Industrial Products Business
Patricio Jaramillo Vice President - Mass Consumption Perú
Salvador Renato Falbo Vice President - Mass Consumption International
Paola Ruchman Vice President - Corporate Human Resources
Martín Carrión Lavalle General Manager VITAPRO
   
    Risk Committee    
   

Risk assessment and revision in the acquisition of raw materials, exchange and interest rate risk, collections, internal audit, and tax contingencies.

Members:

- Alfredo Romero Vega.
- Luis Romero Belismelis
- José Alberto Haito Moarri
- Paolo Sacchi Giurato
- Arístides de Macedo

   
         
    Good Corporate Government Committee    
   

Its main functions are the assessment and revision of compliance with the Good Corporate Government Principles and the adoption of necessary measures to meet those principles.

Members:

- Alfredo Romero Vega
- Luis Romero Belismelis
- José Alberto Haito Moarri
- Paolo Sacchi Giurato
- Arístides de Macedo

   
         
    Audit Committee    
   

Its main function is guaranteeing information transparency to the market. It supports the Board of Directors by evaluating the accounting proceedings, verifying external auditor’s independence, and revising internal control systems.

Members:

- Alfredo Romero Vega
- Luis Romero Belismelis
- José Alberto Haito Moarri
- Paolo Sacchi Giurato
- Arístides de Macedo

   
         
    Regulating documents    
   

- General Business Companies Act
- Company’s By-laws

   
         
Transparency and Communication    
 

Important Facts

   
         
Mechanisms that allow to the Shareholders to incorporate new points of debating in the Shareholders' General Meetings
 
Politics of information to the shareholders
 
   

Financial Statements

   
 
   

Exchange representative

   
   

Vice President - Corporate Finance, Administration and Systems
Diego Rosado Gómez de la Torre

   
         
    Notices of Meeting    
   

Notices of Shareholders’ Meeting
- Notice of for Annual Mandatory Shareholders’ Meeting - March 2012.
- Notice of for Annual Mandatory Shareholders’ Meeting - February 2011.
- Notice of for Annual Mandatory Shareholders' Meeting March 2010.
- Notice of for Annual Mandatory Shareholders’ Meeting - February 2009.
- Notice of Annual Mandatory Shareholders’ Meeting - February 2008 .
- Notice of Annual Mandatory Shareholders’ Meeting - February 2007.

   
         
    Politics of Dividends    
   

"The company will distribute dividends once a year, which may be agreed by the Shareholders’ Meeting. The dividends will not be lower than 10% of profits for the fiscal year, will be distributed in cash, and will be determined based on the company’s investment requirements and financial situation".