Fondazione Ansaldo

Fondazione Ansaldo

Article 1 - Functions, Goals and Duties 

1. The committees have an advisory and propositional role towards the Board of Directors and Executive Committee, supporting the activities of the Foundation and initiatives undertaken or to be undertaken on topics relating to them.

2. In performing the activities assigned to them, the committees may:

Examine and discuss the main topics covered with the Foundation bodies and propose the actions to take in order to pursue the identified objectives

Formulate proposals aimed at supplementing or better defining the Committee's area of activities, with a view to growth and enhancement of the Foundation's mission and goals.

3. The committees shall report to the Executive Committee on their activities at least every six months.

Article 2 - Meetings and Decisions

1.  The committees are run by their respective co-ordinators, and each individual committee has a secretary.

2.  The committees shall meet periodically and no less than twice a year.

3.  The committees can meet in any location, even overseas.

4.  Committee meetings are convened by the relative co-ordinators, or in the case they are absent or have another impediment, by another member of the committee as long as the latter is a board member of the foundation. Notice of at least three working days must be given via telegram, fax or email. In the event of an emergency, meetings can also be convened at shorter notice.

5.  The possibility for meetings to be held via teleconferencing/videoconferencing is permitted, on condition that all participants can be identified and are able to follow and intervene directly in the order of business, as well as view documents in real time. When these conditions have been fulfilled, the committees shall duly be considered to have met in the place where the coordinator or their deputy is located; the secretary of the meetings must also be present in order to allow the minutes of the meeting to be taken.

6.  A majority of members must be present for committee meetings to be valid.

7.  The topics dealt with in each meeting and the corresponding proposals from the committees shall be evidenced by minutes of the proceedings which shall be signed by the co-ordinator or their deputy and the secretary. Copies of the minutes shall be considered true and valid when signed by the co-ordinator or their deputy and countersigned by the secretary.

8.  The mandate given to the committee shall coincide with that of the Board of Directors, whose early termination, for any reason, shall cause the committee to immediately be wound up.

Article 3 - Adherence to the Code of Ethics

1.  The members of the various committees are required to perform their duties with professionalism and transparency.

2.  The members of the committees make a commitment that their conduct will follow the principles of the FinmeccanicaSocietà per azioni Code of Ethics.


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