Governance

Governance and ethics
Governance
The Strauss Group Board of Directors is comprised of 12 members, of which 5 are women. Five are independent (including two public directors). None of the Directors are members of the executive management team or hold any management or other position in the Group. Eight members of the Board have been identified as having financial and accounting skills as defined by regulation.
Our Board of Directors maintains five committees which assist the Board in carrying out its duties.
| Committee | Purpose |
|---|---|
| Audit Committee | The Audit Committee is charged mainly with oversight of the internal auditor, and internal audit reports, and risk management. |
| Financial Statements Review Committee | This Committee is responsible for monitoring the financial reporting and financial statements and reports. |
| Finance Committee | The role of the Finance Committee is primarily to provide financial oversight for the organization. |
| Human Resources and Compensation Committee | The role of the Human Resources and Compensation Committee is to ensure that the Company's compensation program is consistent with the Company’s stated compensation strategy and the requirements of regulatory bodies. |
| Investment and M&A Committee | This is an ad-hoc committee that reconvenes to review investments and M&A opportunities. |
Managing corporate responsibility
We manage our corporate responsibility efforts within a leadership matrix structure of global and local managers and trustees who define and execute strategy, create work plans, and communicate with employees. Michael Avner is Strauss Group’s General Counsel and Company Secretary, and is the Group Management Team member responsible for CR. The CR Director reports to him. He oversees and updates the Board of Directors and Group Management Team on CR performance and opportunities. The team responsible for advancing CR includes:
- Corporate Responsibility Director, Daniela Prusky-Sion, is responsible for developing global corporate CR Strategy and ensuring a framework of implementations across our global business divisions. Daniela also directs the development of our annual CR report and represents Strauss Group in external CR conferences and networks.
- The Corporate Social Council was created in 2011 and is comprised of a group of senior executives representing corporate and Strauss Israel leadership. The council provides direction and support for stakeholder engagement at different levels and helps ensure opportunities for dialogue are realized.
- Corporate Responsibility Trustees represent business units from all Strauss Group companies and help manage CR activities in their operations. Thirty-five trustees meet annually, receive training in CR related issues, and act as a divisional contact point to reinforce progress, communications and ethical behavior. In 2013, the trustees supported the Strauss Group 2020 Sustainability Strategy development, including participating in a review and discussion with Gadi Lesin, Strauss Group President and CEO.
- Community Leaders act as coordinators between local community partners and our different business units, working with community partners to identify local needs, execute activities, maintain relationships and engage employees in volunteering activities. Community Leaders in Israel meet annually to review progress and share ideas.
Ethics
We aim to ensure that we operate in line with the highest ethical standards at all times and maintain an ethical business culture. Our Code of Ethics, which is translated into eleven languages, is available to all employees at each of our sites around the world, on our intranet portal, and available to all on our corporate website. All new employees receive ethics training upon joining the company. Every site, factory and logistics center has a dedicated ethics corner, where employees can find the Code of Ethics, as well as a booklet illustrating ethical dilemmas and the appropriate responses. An Ethics Trustee is appointed in each of our business units as a point of contact for employee questions, or for reporting suspected ethical breaches. The thirty-five Ethics Trustees in Strauss Group implement ethics training and monitor performance.
New Code of Ethics e-learning module: In 2013, we launched a computerized learning module to refresh knowledge of our Code of Ethics. The module provides an efficient, in-depth learning process and requires passing a short exam upon completion. In 2013, 1,500 employees in Israel completed the ethics computerized learning module. Other employees have completed face to face ethics training throughout the year.
We maintain an open 24-hour hotline through which Strauss Group employees around the world are encouraged to report any breaches of the Code of Ethics, without fear of reprisal. The Hotline is accessible through phone or via the Strauss website. In 2013, seven approaches were received to the hotline and all were investigated and resolved.
Risk Management
We analyze and assess business, social and environmental risks, and undertake appropriate safeguarding measures as part of our precautionary approach. The Audit Committee of the Board of Directors of Strauss Group supervises and assesses risks identified and directs appropriate action within the companies in the Group. In 2013, we conducted a full risk survey. For more information on Risk Management, please see our 2013 Annual Report.
Compliance
Internal compliance audits by an independent auditor take place at each of the Strauss Group sites around the world. In 2013, 23 percent of our sites and business units worldwide underwent an audit to monitor compliance with laws and regulations and internal company policies. Areas of focus included ethics, prevention of sexual harassment, safety, environmental performance, food safety, information security, workplace and employee rights, and policies regarding donations. Subsequently, our internal auditor recommended actions which we are implementing during 2014.
In line with regulatory requirements, Strauss Group maintains compliance programs for enforcement of securities and anti-trust law. In 2013, we implemented a computerized learning module on these subjects, designed for senior managers and employees from the finance, legal and communications departments.