Fondazione Ansaldo

English
Fondazione Ansaldo
 

STATUTE

Article 1)

INCORPORATION AND HEADQUARTERS

The company Finmeccanica S.p.A., the Italian region of Liguria, Province of Genoa and City of Genoa hereby incorporate a Foundation named:

“FONDAZIONE ANSALDO

(GRUPPO FINMECCANICA)”

The Foundation is headquartered in Villa Cattaneo dell'Olmo, Corso F.M.Perrone 118, Genoa, Italy.

Article 2)

PURPOSE

  • The Foundation is not for profit and exclusively pursues aims of social solidarity in the fields of cultural and artistic promotion, cultural services and advanced managerial and professional training. As an example, the Foundation will perform activities which aim to:

  • recover, protect, preserve, enhance, study, research and promote the historical and cultural heritage represented by the archival funds and the historical, technical, business and organisational memory and culture of the Finmeccanica Group companies, Ligurian industry and, more generally, of the companies, bodies, organisation and persons, both physical and legal, linked to these. This historic and cultural heritage refers to documents, publications, artefacts, industrial tools and machines, real estate and anything else which could be considered evidence of the technological/organisational evolution and culture of business and its relationship with the surrounding area and society at large; the study and research of the history and culture of business, structural characteristics and transformations of the industrial policies and systems and the markets;

  • create a system of relationships with the world of business such to ensure the development of the Foundation as a centre of excellence for advanced training for the Finmeccanica Group, open to businesses, public and private organisations and institutions, with the goal of facilitating professional growth, market integration, knowledge of new technologies, internationalisation, and exploiting the Foundation's cultural heritage and assets. Instrumentally, the Foundation may carry out the following actions completely independently in order to reach its goals:

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Actively promote and participate in cultural, artistic and educational initiatives on the local, national and international level

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Acquire archives from any person or body (including loans and donations), which may also be of significant historic interest, and promote their preservation, cataloguing, exploitation and growth

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Organise, promote and sponsor cultural and artistic events, conventions and study seminars, set up training courses to update and adapt skills and provide professional specialisation and qualifications, research projects and exhibitions, and anything else able to contribute to covering and publicising the topics included in its field of action, including setting up scholarships and degree awards, organising internships and didactic courses, which may include technical/professional courses, and international co-operation and cultural exchange

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Set up and manage a library/documentation centre in order to collect and make available to users any and all types of materials relating to its objective

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Promote or directly create and publish research and studies in the form of monographs, periodicals or other forms, while observing the limitations and requirements laid down by law for publishing activities

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Participate in setting up associations, committees and institutions in general, as well as taking part in those already founded if their scope is the same as that pursued by the Foundation

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Carry out any other initiative considered appropriate by the Board, equivalent to those outlined above purely as examples and which are not binding, in order to meet the Foundation's goals or increase the assets and heritage it is able to put towards these goals.

  • In order to meet its goals, the Foundation may also collaborate with any and all persons, bodies and administrations, public and private, companies, institutes, universities, academies and organisations of any nature, including internationally, entering into agreements and conventions with them, where necessary.The Foundation may not perform activities other than those indicated above, with the exception of any directly connected with or accessory to those in the statute by nature, inasmuch as they are supplementary to these. As such they may, purely as an example, provide consultancy services to third parties concerning the topic of the pursued goals, as well as manage the above-mentioned activities, always in an instrumental and accessory manner, as long as they are appropriately inexpensive, within the limits provided for by law and respecting all provisions of the public administration.

Article 3)

ASSETS AND HERITAGE

  

  • The Foundation shall work to attain its goals and financing with the revenue from its assets and with the income produced by carrying out its activities.The Foundation's assets are composed of those described in the charter, and may be supplemented by:

  • Contributions from supporters, annual or otherwise

  • Purchases of moveable and real goods

  • Any further contributions from the founders

  • Legacies, bequests and donations from any person

  • Contributions from the European Union, the Italian state and other local, national and international bodies and organisations, both public and private

  • Any proceeds deriving from the institutional activities, and therefore from any net operating surplus

  • In particular, the Foundation may access financing specifically provided for by international, EU, national and local laws.Third parties may also make contributions (in the form of sponsorships, providing services etc.) to allow initiatives promoted by the Foundation to be carried out, even without increasing the Foundation's assets.

Article 4)

FOUNDATION BODIES

   

  • The foundation bodies are as follows:

  • The Board of Directors

  • The Executive Committee

  • The President

  • The General Manager

  • The Board of Auditors

Article 5)

BOARD OF DIRECTORS

   

  • The Foundation is governed by a Board of Directors composed of nine members, of whom six, including the President, are nominated by the founding member Finmeccanica, one is nominated by the President of the region of Liguria, one is nominated by the President of the Province of Genoa, and one is nominated by the Mayor of the City of Genoa.In order to provide representation to supporters as well, the number of directors may be increased up to a limit of eighteen via co-optation of new directors by the board; at least three quarters of its members must be present and vote in favour for this to take place.The directors shall remain in office for three financial years, more specifically until the approval of the annual report relating to the third financial year of their term; the mandate of board members nominated by co-optation shall expire together with those in office upon their nomination. All board members may be re-elected.The founders shall nominate and/or confirm the board members for the subsequent three-year period within the terms laid out in the previous paragraph, each within the scope established by the first paragraph of this article, it being understood that the board members whose terms are expiring shall leave the board effective from the moment in which the founding members with the corresponding right renew their terms or assign their replacements.The new board of directors thus nominated shall then provide for the nominations by co-optation, renewing the terms of or replacing the previously co-optated directors, following the methods outlined in the second paragraph of this article.If one or more board members nominated by the founders should leave the board for any reason during the three-year period, the founder who had nominated them shall nominate a replacement; whenever one or more board members nominated by the board itself via co-optation should leave, the board may nominate a replacement.Board members nominated in this manner shall see their terms expire alongside the terms of those in office at the moment they were nominated.All communications of director nominations by the founding members as provided for in this article must be performed by sending a registered letter with return receipt to the Foundation and the other founding members. The board of directors shall elect the President from those directors nominated by the founding member Finmeccanica; the President nominated in this manner shall remain in office for the entire three-year period, and their appointment may be renewed.

Article 6)

RESPONSIBILITIES OF THE BOARD OF DIRECTORS

     

  • The board of directors is invested with any and all powers required for the administration of the Foundation and its assets, and for the use of its income and all other resources in conformity with the Foundation's goals, and shall make all decisions necessary to schedule and carry out the Foundation's institutional activities, ensuring they are carried out correctly and in a manner compatible with the available assets and financial resources.The board of directors therefore has the following responsibilities and powers; these are given as an example, and may not be exhaustive:

Article 7)

OPERATION OF THE BOARD OF DIRECTORS

    

  • The Board of Directors shall meet at least once a year, even outside the Foundation's headquarters and even abroad, as long as this is within the European Union, and whenever else considered necessary by the president or upon written request by at least a third of its members.The Board shall be convened by the President via a letter to be sent to each Director and to the Auditors, at least 5 (five) days in advance of the date set out for the meeting, or in the event of an emergency via telegram or telefax at least 24 (twenty-four) hours beforehand. This notification must indicate the location, day and time of the meeting, as well as the order of business.The Board shall be considered correctly convened and may make valid decisions even when not convened as above whenever all nominated Directors and Auditors are present.Board meetings are chaired by the President; in the event they are absent or suffer some other form of impediment, the meeting shall be chaired by the longest-serving Director from those nominated by the founding partner Finmeccanica. The President is assisted by the General Manager, who performs the function of taking the minutes of the meeting.For the decisions of the Board to be valid, a majority of its members in office must be present. Decisions are taken on the basis of an absolute majority of those present; in the event of a tie, the President's vote shall prevail.The minutes of the board meetings are signed by the President and the General Manager and kept in a dedicated stamped and certified register.It is also permissible for Board meetings to be held via teleconference, on condition that all participants can be identified and they have the possibility to follow the discussion of the topics at hand and intervene in real time. With these prerequisites satisfied, the Board of Directors shall be considered to have met in the location where the President of the meeting is located; the General Manager must also be present in order to allow the minutes to be prepared and signed.The services provided by the Board of Directors are free of charge, with the exception of documented expenses incurred in performing their duties, attending meetings or representing the Foundation.

Article 8)

THE EXECUTIVE COMMITTEE

     

  • The Board of Directors delegates part of its powers to an Executive Committee, composed of seven Directors chosen from those nominated by the founding partners. The President of the Board of Directors must be part of the Executive Committee, as they also chair the meetings of the Committee itself.The Board of Directors determines the content, limits and any methods for exercising the delegation of powers, it being understood that the topics indicated in article 6 a), b), c), d), n), and p) herein are exclusively the responsibility of the Board of Directors, and as such cannot be delegated. The same operating methods and regulations provided for in article 7 above for the Board of Directors apply to the Executive Committee.

Article 9)

THE PRESIDENT

      

  • The President is nominated by the Board of Directors which chooses them from the Board members nominated by the founding partner Finmeccanica.The President:

  • Is the Foundation's legal representative to third parties and in court

  • Convenes and chairs the Board of Directors and Executive Committee and puts forward the topics to be addressed in the corresponding meetings

  • Performs all actions necessary or merely opportune for the decisions of the Board of Directors and Executive Committee to be carried out

  • Monitors the Foundation's activities to ensure they are proceeding correctly

  • Ensures that the Charter and its regulations are observed, putting forward amendments when they become necessary

  • Manages relationships with the authorities

  • Takes all measures necessary in an emergency, referring them to the Board of Directors or Executive Committee for ratification on the occasion of the next meeting, which must be convened within thirty days of the date the urgent measure was adopted.

  • In the event the President is absent or suffers some other form of impediment, the longest-serving Director from those nominated by the founding partner Finmeccanica shall stand in for them; the signature of this senior Director shall stand as proof of the absence or impediment of the President to third parties.

Article 10)

THE GENERAL MANAGER

     

  • The General Manager is nominated by the Board of Directors; this may also be somebody outside the Board. The General Manager:

  • Works together with the President to implement the decisions of the Board of Directors and Executive Committee

  • Prepares a draft of the annual report and the budget to put to the Board of Directors for approval

  • Acts as the Secretary of the Board of Directors and Executive Committee, preparing the minutes which the sign together with the President

  • Manages and Co-ordinates the Foundation's offices, and is the leader of these offices' employees

  • Co-ordinates and monitors the activities of the bodies or external professionals who may be called to participate in the Foundation's individual initiatives

  • Performs the ordinary administration of the Foundation, within the limits of the powers and duties assigned by the Board

Article 11)

THE BOARD OF AUDITORS

    

  • Management control for the foundation is provided by a Board of Auditors, composed of a President and two regular auditors, as well as two substitute auditorsAn appointment as statutory auditor is incompatible with the appointment of a seat on the Board Of DirectorsThe length of term, eligibility for renomination, free nature of the assignment and reimbursement of expenses are as laid out in this Charter for the Board of Directors.The members of the Board of Auditors are nominated by the Board of Directors upon the President's recommendation and are chosen from among persons with the requirements of competence and impartiality, although they do not necessarily have to be members of professional associations, save for the requirements of Article 20 bis, para. 5 of Italian Presidential Decree of 29 September 1973 no. 600The President of the Board of Auditors is nominated by the Auditors themselves.In the event of one or more members leaving for any reason before their term expires, the Board of Directors shall replace them without delay; until their replacement, the regular auditor shall be replaced by the longest-serving of the supplementary auditors.The Auditors have a right to attend the meetings of the Board of Directors and Executive Committee, and may speak but do not have voting rights.The minutes of the Board of Auditors meetings are kept in a dedicated stamped and certified register.The Auditors ensure that the Foundation's books and accounting records are correctly kept, give their opinion on the statements and ensure that the Auditors' Meetings Minutes Book is correctly kept.

Article 12)

STAFF

  • The Board of Directors, or the Executive Committee where delegated to the same, shall assign to the foundation the staff necessary for orderly management of its activities. To this end, staff secondment may also be arranged from companies in the Finmeccanica group, and more generally from all parties who actively contribute to the Foundation's activities. Proposals for hiring or seconding staff for the foundation shall be made by the General Manager, in agreement with the President.

Article 13)

COMMISSIONS

  • The board of directors, or the Executive Committee when the nomination is delegated to them, may nominate one or more commissions to support the Foundation's activities or to perform specific cultural initiatives, assigning their duties, duration and number of members. Each Commission shall be chaired by a Board member who shall be nominated specifically each time. The General Manager shall attend meetings of the Commissions.

Article 14)

FOUNDATION RECORDS

The Foundation shall keep stamped and certified copies of the minutes books for the meetings of the Board of Directors, Executive Committee and Board of Auditors.The minutes of the meetings must be kept in these books in chronological order.The Foundation shall also keep all other records required by law, in particular the accounts required by applicable legislation.

 Article 15)

 FINANCIAL YEAR

The Foundation's financial year begins on January 1 and ends on December 31 of each year.Within four months of the end of the financial year, the Board of Directors must draft and approve the annual report for the preceding financial year, which must provide an appropriate representation of the Foundation's assets, economic and financial situation as provided for by law.The annual report must be provided to the Board of Auditors by the Board of Directors at least 30 (thirty) days before the date specified for its approval. The Board of Auditors shall draft a report with its observations within the following 15 (fifteen) days.The annual reports, with the report from the Board of Auditors, must remain at the Foundation's headquarters for the 15 (fifteen) days preceding and following approval, available to all those with a justifiable interest in reading it.The annual statement, with the annexed report, must be sent to the local bodies by the corresponding representatives.

 Article 16)

 OPERATING SURPLUSES

 The foundation is forbidden from distributing profits or operating surpluses in any denomination, even indirectly, as well as funds, reserves or capital throughout the life of the foundation itself, unless the destination or distribution of the same are required by law or are in favour of other non-profit organisations for social benefit which by law, charter or regulation are part of the same unitary structure.The Foundation is required to use any profits or operating surpluses to carry out its institutional activities and those directly connected to them.

 Article 17)

 MODIFICATIONS TO THE CHARTER

 This Charter may be modified by unanimous decision of the founders upon a proposal from the Board of Directors or at least one founder, subject to the provisions of applicable legislation.

 Article 18)

 DISSOLUTION OF THE FOUNDATION

 The Foundation may be wound up, as well as in the cases provided for by law, upon unanimous decision of the founders.In the event of dissolution for any reason, the assets shall be liquidated according to the manner provided for by law; after the liquidation has been performed, the Foundation is required to devolve its assets to non-profit organisations and bodies as chosen by a majority of the founders, in any case respecting any instructions contained in the deeds of donation or transfer to the foundation establishing a different destination in the event of dissolution of the Foundation itself; the supervisory body pursuant to article 3, para. 190 of Italian Law of 23 December 1996 no. 662 shall be consulted in any case, and save for any different destination provided for by law.

Article 19)

REFERENCES

  • For anything not provided for in this Charter, reference shall be made to applicable legislation and the general principles of Italian law.

 

 

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