Establishment - Name - Headquarters
A foundation is hereby established, named "Fondazione Deutsche Bank Italia", with unlimited term, and headquarters in Piazza del Calendario 3, Milan.
In order to pursue its objectives, the Foundation may set up offices, representative units and other organisational structures throughout the Country.
The Founder of the Foundation is the company Deutsche Bank S.p.A., with headquarters in Milan, previously 'Banca d'America e d'Italia [Bank of America and Italy]', previously 'Banca dell'Italia Meridionale [Bank of Southern Italy]', established on 14 November 1917 with deed number 4902 in the registry of Dr. Enrico Bonucci, a Notary in Naples.
If the Founder decides for any reason on its own dissolution, it will designate the parties or the party destined to exercise the prerogatives due to it in accordance with this By-Laws.
The Foundation exclusively pursues cultural, social and public interest objectives, operating in the sectors of art, culture, social welfare, education, support for higher-end training and scientific research, environmental protection, and any other sector of social interest.
The Foundation is not for profit and may not distribute profits.
To achieve its objectives, the Foundation will mainly carry out the following activities:
a) promotion, execution and management, in any form, of solidarity, welfare and charity activities, both directly and in partnership with third parties;
b) promotion, execution and management of artistic-cultural projects, both directly and in partnership with third parties;
c) support for private parties, provided this is not for profit, and public parties operating in the same sectors as the Foundation, also through the provision of economic contributions, provided this aims to assist specific projects and initiatives of social interest;
d) promotion of and support for the diffusion of the non-profit and solidarity culture.
The Foundation may also carry out all instrumental, ancillary and related activities; to be more specific, by way of example, the Foundation may:
a) purchase and obtain possession of movables and real estate, useful to or necessary for the execution of its activity, and deal with their administration and management;
b) stipulate all deeds and contracts with public or private parties, including the stipulation of agreements of any kind, which are considered to be opportune or useful for the obtaining of the objectives of the Foundation;
c) request subsidies and contributions;
d) take part in associations, foundations, bodies and institutions, public and private, whose activities are related, directly or indirectly, to the pursuit of objectives similar to those of the Foundation;
e) stipulate agreements and contracts for outsourcing part of the activities to third parties;
f) carry out all other activities which are suitable or functional for the pursuit of the institutional objectives.
The equity of the Foundation consist of the contribution of the Founder as specified in the Memorandum of Association.
The equity may consist of further contributions from the Founder and of inheritance, legacies, donations and provisions from other parties, public and private, expressly destined for increasing the equity, and of purchases of movables and real estate by the Foundation itself. The equity may, in full or in part, be entrusted for administration to Deutsche Bank S.p.A. or other companies of the Deutsche Bank Group, so that its preservation and profitability are ensured.
The Foundation has the following Bodies:
- the Board of Directors;
- the Chairman of the Foundation;
- the Board of Auditors or the Sole Auditor.
The Board of Directors has a minimum of 3 (three) and a maximum of 9 (nine) members. The members of the Board of Directors are appointed by the Administrative Body of Deutsche Bank S.p.A., which also defines the term of the Board, up to a maximum of three years.
If the Administrative Body of Deutsche Bank S.p.A. does not do so, the Board of Directors appoints, from among its members, for the term of the mandate, a Chairman, and may also elect a Vice Chairman.
The Board of Directors is chaired by the Chairman of the Foundation or, if he is absent or impeded, by the Vice Chairman, if appointed, or, if the Vice Chairman is absent or impeded, by the eldest Director.
The Directors stand down at the time of the approval of the financial statements for the last year of the mandate and may be re-elected.
If a Director stands down from the position in advance, the relative replacement is organised by the Administrative Body of Deutsche Bank S.p.A. The Director appointed in this way stands down at the same time as the other Directors.
The Board of Directors also stands down, as well as due to the expiry of the mandate, in the event of the revocation of all the Directors by the Administrative Body of Deutsche Bank S.p.A.
The Board of Directors may appoint a Secretary, who may also come from outside the Foundation.
Board of Directors: calling of Meetings and quorum
The Meetings of the Board of Directors are called by the Chairman or, if he is absent or impeded, by the Vice Chairman, if appointed, or, if the Vice Chairman is absent or impeded, by the eldest Director.
The Board must also be called when a written request for this is made by a majority of the Directors, with an indication of the matter or matters to be dealt with.
The call must take the form of a written communication sent by registered letter, telegram, fax, email or other means which renders receipt documentable, at least two days or, in urgent cases, at least 24 hours before the Meeting.
The Meetings of the Board of Directors may also take place by means of audio-video conference, provided all the participants may be identified and they can follow the discussion and intervene in real time in the discussion of the matters on the Agenda.
The Board of Directors is validly constituted with the presence of a majority of the Directors and decides by a majority of those present.
The decisions concerning changes to the By-Laws or the transformation or dissolution of the Foundation must be approved with the votes of at least four fifths of the Directors and the vote of the Founder. The validity of these decisions is conditional on the approval of the Government Authority.
Minutes are drawn up for each Meeting, signed by the Chairman of the Meeting and by the Secretary.
Board of Directors: functions and powers
The Board of Directors has all powers for the ordinary and extraordinary administration of the Foundation and may carry out all deeds and operations, without any limit.
To be more specific, the Board:
a) establishes the Foundation's program of activities;
b) decides on the regulations concerning the organisation and functioning of the Foundation;
c) approves the forecast accounts, relative variations and the final accounts;
d) decides on any hiring of employees and staff;
e) decides with regard to the acceptance of inheritances, legacies and donations relating to real estate and the purchase, leasing and sale of real estate;
f) may delegate to its members or to third parties (be they individuals or legal entities) the powers to carry out specific deeds or categories of deeds included within the activities of the Foundation or in any case related to its objectives;
g) may appoint committees of experts - chosen from among individuals from the academic, cultural, artistic, scientific, business and professional world - to provide opinions and make assessments relating to Foundation initiatives of particular interest, establishing any payment;
h) decides on the changes to this By-Laws;
i) decides on the transformation or dissolution of the Foundation.
Chairman of the Foundation
The Chairman supervises the general business of the Foundation, with duties for guiding, monitoring and stimulating the Foundation.
To be more specific, the Chairman:
a) is the legal representative of the Foundation in relation to third parties and within legal proceedings, with the right to grant powers of attorney for appearing in court and to appoint attorneys;
b) monitors the organisation and administration of the Foundation, ensuring compliance with the criteria of economics, efficacy and efficiency, within the activity programs and the financial statements approved by the Board of Directors;
c) is in charge of the relations with bodies, institutions, businesses, public and private parties and other entities, also in order to create partnership relations supporting the individual initiatives of the Foundation;
d) exercises all powers in relation to all matters which are not the remit of the Board of Directors, including taking on expenditure commitments and the provision of amounts for the pursuit of the objectives of the Foundation within any limits of amount established by the Board of Directors itself;
e) stipulates and signs the contracts and deeds of the Foundation;
f) is responsible for execution of the decisions taken by the Board of Directors.
If the Chairman is absent or impeded, he is replaced to all intents and purposes by the Vice Chairman, if appointed, or by the eldest Director. Proof of the absence or impediment is provided by the signature of the replacement.
Board of Auditors - Sole Auditor
The Board of Auditors has three members, appointed by the Administrative Body of the Founder, which also appoints the Chairman of the Board of Auditors.
The members of the Board of Auditors stand for three years and may be re-elected.
If one of the members stands down in advance, the appointment of the replacement is decided on by the Administrative Body of the Founder and the new member stands until the expiry of the Board itself.
The Board of Auditors monitors the financial management, verifies the regularity of the accounts, carries out cash audits and draws up reports on the final accounts.
The Auditors may attend the Meetings of the Board of Directors.
The decisions of the Board of Auditors are taken with the votes of at least two members. The Meetings of the Board may also take place by means of audio-video conference, as established above for the Meetings of the Board of Directors.
As an alternative to the Board of Auditors, the Administrative Body of the Founder may appoint a Sole Auditor, who has the same functions and the same powers as the Board of Auditors.
The Sole Auditor stands for three years and may be re-elected. If the Sole Auditor stands down in advance, the replacement is decided on by the Administrative Body of the Founder.
Financial year - Financial statements
The financial year starts on 1 January and ends on 31 December each year.
By the end of December every year, the Board of Directors approves the forecast accounts for the following year, also in the form of a forecast "budget", and by the following 30 April approves the final accounts for the past year. Any surpluses in the annual accounts must be used to reconstitute any equity required following the year's operations before they are used to develop the activities of the Foundation or to purchase capital goods functional for the activities.
Distribution of profits or surpluses and funds and reserves is prohibited during the life of the Foundation, unless such destination or distribution is imposed by Law.
All disputes relating to this By-Laws, including disputes relating to the interpretation, execution and validity of the By-Laws, will be referred to an Arbitration Board consisting of three Arbitrators, two of whom are appointed by each party and the third, who acts as Chairman of the Arbitration Board, chosen jointly by the two Arbitrators appointed in this way or, if they do not agree, by the President of Milan Law Court, who will also appoint any Arbitrator not appointed by either of the two parties. The appointments must be made within 60 days of the designation of the first Arbitrator. The Arbitrators will proceed informally and fairly, making their decision within 90 days of being set up.
The location of the Arbitration will be Milan.
In the event of the dissolution of the Foundation for any reason, the equity will be assigned to the Founder, notwithstanding the fact that any movables and/or real estate subject to the legal regulations on cultural assets will be returned to the bestowing party, in accordance with the principles dictated by current standards and regulations on the protection and use of such assets.
Any assets assigned for use to the Foundation on licence or lease will be returned to the bestowing parties.
For anything not covered by this By-Laws, current standards and regulations on the matters apply.