CODE OF GOOD GOVERNANCE

CODE OF GOOD GOVERNANCE

CHAPTER 1

GENERAL PROVISIONS

Article 1.- Purpose and scope.

The purpose of the Code of Good Governance is to establish the general rules of action of the Frax Foundation, the members of its Foundation Board, the Advisory Board, the Honour foundation Board and other bodies and employees thereof, in the development of activities to through which the purposes of the Foundation materialize. This Code of Good Governance develops and complements the mandate of the Statutes of the Foundation and is mandatory for all its components.

Article 2.- Approval and modifications.

For the approval and modification of this Code, the favorable vote of the half plus one of the members of the Foundation Board will be required.

Article 3.- Validity.

The present Code will come into force from the date of its approval or modification by the Foundation Board.

CHAPTER II

PRINCIPLES AND GOOD PRACTICES

Article 4.- Mission and purposes.

The Frax’s Foundation mission is to promote Culture and Tourism as factors of economic and social development in its field of action. The Frax Foundation pursues general interest purposes for the benefit of society, in accordance with the provisions of its Statutes. The Foundation Board will freely determine its actions in the manner it deems most appropriate for the fulfillment of its purposes.

Article 5.- Social Responsibility.

The Foundation is committed to respecting Human Rights, the conservation of the natural environment and progress in its field of action.

Article 6.- Absence of profit motive.

The Foundation will allocate its assets and income, in accordance with current legislation, to the achievement of its foundational purposes. The Foundation will have sufficient structure to guarantee its autonomy and independence. The members of the Foundation Board and other collegiate bodies and employees of the Foundation must always act, in the fulfillment of their responsibilities, with loyalty to the Foundation, independently of their own and others’ interests. The Foundation will not accept financial or any other type of contributions that may condition the fulfillment of its objectives, values and principles, or the fulfillment of its foundational purposes, or whose origin is unlawful.

Article 7.- Planning and resource optimization.

The foundation Board will annually approve the action plan in which it will be specified the objectives and activities to be developed in order to achieve the foundational aims, and the budget foreseen for the year. The Foundation Board may modify the action plan and the budget when circumstances so require. The Foundation will manage its resources efficiently, seeking to optimize the application thereof, and will adopt the necessary measures to maintain a balanced financial situation. Investments will be made, where appropriate, in accordance with the provisions of the codes of conduct approved by the National Securities Market Commission, the Bank of Spain and the Ministry of Economy on temporary financial investments by non-profit entities. The supplier selection processes will be developed with transparency, impartiality and objectivity, applying the same criteria of quality and cost.

Article 8.- Transparency and accountability.

The Foundation considers transparency in information as a basic principle that should govern its actions. Therefore, and without prejudice to the applicable legal obligations, the dissemination of clear and precise information about the aims of the Foundation, its activities, beneficiaries and the way in which it makes use of its resources, to guarantee that the potential recipients of its actions are aware of its existence and have equal opportunities to access them. The Foundation will make public through its website the Statutes, the present Code of Good Governance, the composition of its governing and management bodies, its annual accounts, its activity report and any other information deemed relevant.

Article 9.- Legality.

The Foundation is committed to faithfully and respectfully comply with all legal obligations to which it is subject by both regional and state regulations.

Article 10.- Collaboration.

In the pursuit of its founding purposes the Foundation may collaborate with other entities, companies and public and private institutions in order to achieve a greater social impact of its activities.

CHAPTER III

GOVERNMENT STRUCTURE

First Section: The Foundation Board

Article 11.- Composition and competences.

The Foundation Board is the governing and representative body of the Foundation. The Foundation Board will determine the number of its members, with a minimum of three, and a maximum size that guarantees an efficient and participative functioning of all of its members. The Statutes regulate the organization and operation of the Foundation Board. Without prejudice to the provisions of the Law and the Statutes, the competence of the Foundation Board extends to everything concerning the high governance and administration of the Foundation and its patrimony, its representation and the fulfillment of its foundational purposes.

Article 12.- Internal organization.

The President of the Foundation, elected by the Foundation Board from among its members, without prejudice to the functions and faculties attributed to it by the Law and the Statutes, shall convene and direct its meetings and shall ensure the faithful compliance with the agreements adopted by mentioned Board. Likewise, the President will ensure that the members of the Board receive the necessary information for the exercise of their functions, will stimulate debate and the active participation of the members in their meetings and, in general, will develop as many actions as are convenient for the proper functioning of the foundation. The Foundation Board will elect two Vice Presidents and one Treasurer from among its members. Likewise, it will elect a Secretary who will not need to be a member and who, in addition to the functions and faculties attributed to it by the Law and the Statutes, will provide the Foundation’s organs with the information and support they deem necessary.

Article 13.- Operation.

The Foundation Board will meet at least twice a year. The call will be submitted in writing within the deadlines set by the Statutes and will be sent by email, although it can also be sent by postal mail, telegram or telefax. The power to establish the agenda of the meetings will be the responsibility of the President, although any of the members may request, prior to the call, the inclusion in the agenda of the points that, in its judgment, is convenient to deal with in the Foundation Board. Such inclusion will be mandatory when supported by at least half of the members. The meetings of the Foundation Board may be held at the Foundation’s headquarters or in any other place determined by the President and indicated in the call. The meeting may also be held in several rooms simultaneously, provided that the interactivity and intercommunication between the members is ensured by audiovisual or telephone means in real time. The minutes will clearly reflect the matters discussed and the agreements adopted.

Second Section: The Foundation Board Members.

Article 14.- Obligations and responsibilities.

The Members are obliged by virtue of their positions, in particular, to:

– Know the general lines of action of the Foundation and its foundational purposes.

– Always act with loyalty and in defense of the interests of the Foundation in the fulfillment of their responsibilities.

– Dedicate with continuity the time and the effort to follow in a regular way the issues related to the Foundation.

– Learn and prepare adequately for the meetings of the Foundation Board gathering the necessary information, as well as to collaborate on the issues they consider appropriate.

– Attend the Foundation Board meetings and participate actively in the deliberations so that their criteria contribute effectively to the decision-making process.

– In the case of not being able to attend the meeting of the Foundation Board, try to delegate their representation in favor of another member.

– Carry out any task entrusted to him/her by the Foundation Board or the President of the Foundation that is reasonably included in his/her dedication commitment.

– Oppose agreements contrary to the Law or the Statutes.

– Avoid any situation of conflict, direct or indirect, that could have with the interest of the Foundation. In particular, the members shall refrain from intervening in deliberations and voting on those matters in which he/she is in a conflict of interest.

– Communicate to the Foundation Board as soon as possible and keep it informed about those situations in which she/he is involved and that may damage the credit and reputation of the Foundation.

– Place their position at the disposal of the Foundation Board and formalize, if it deems it appropriate, the corresponding resignation, in those situations in which their permanence jeopardizes the interests of the Foundation.

– Keep secret confidential information to which he/she has access in the exercise of his/her position, even after having ceased. He/she will not be able to use such information unless it is general knowledge.

Article 15.- Right of information.

The Members may collect, with the broadest powers, the information they need to fulfill their duties. This right of information will be channeled through the President or Secretary of the Foundation, who will attend your requests, providing you with the information directly, offering the appropriate interlocutors or arbitrating as many measures as necessary for the requested examination.

Third Section: Honour Foundation Board, Executive Committee, Advisory Board and Advisory Councils.

Article 16.- Honour Foundation Board.

The position of member of Honour is indefinite, except as provided in Article 20 of this Code of Good Governance. However, the Foundation Board may remove from office the Member of Honour who, due to circumstances that occurred after his/her appointment, failed to meet the requirements set forth in article 26.2 of the Statutes of the Foundation.

Article 17.- Executive Committee.

If deemed convenient, the Foundation Board may set up an Executive Committee in accordance with the provisions of the Foundation’s Statutes. The Executive Committee will be composed of the President, the two Vice Presidents, the Secretary and the Treasurer of the Foundation. The relations between the Executive Committee and the Foundation Board shall be governed by the principle of transparency. To this end, the resolutions adopted at each session by the Executive Committee will be reported at the next meeting of the Foundation Board and a copy of the minutes of the meetings of the Executive Committee will be made available to its members. The Executive Committee will meet at least four times a year. The provisions of this Code relating to the Foundation Board shall apply to the Executive Committee with the necessary adaptations.

Article 18.- Advisory Board.

The Advisory Board will assist the Foundation Board in the formulation of the Action Plans and in all technical aspects that affect the development of the activities and programs carried out by the Foundation. The mandate of the members of the Advisory Board will be four years, automatically ending at the end of this period. The Foundation Board may proceed to re-elect it without limitation of terms of office.

Article 19.- Scientific and Advisory Comitees.

The Foundation Board may agree on the constitution and, where appropriate, the dissolution of permanent Advisory and Scientific Committees or Committees for certain areas of the Foundation’s activities or temporary ones for specific matters.

The mandate of the members of the Advisory and Scientific Committees will be three years for those of a permanent nature or when the term set in their constitution ends. At the end of the indicated periods, the members of the Advisory and Scientific Committees will automatically cease. The Foundation Board, at the proposal of the President, may proceed to re-elect it without limitation of terms of office. The appointment of the members of the Advisory and Scientific Committees will be the responsibility of the Foundation Board at the proposal of the President and will fall on persons who have recognized prestige and who have the appropriate professional knowledge and experience to carry out their duties.

Article 20.- Common provision.

The members of the Honour Board, Advisory Board and Advisory and Scientific Committees that have been appointed based on their position in public or private entities or institutions, will cease automatically upon leaving office for which they have been appointed.

CHAPTER VI

MANAGEMENT TEAM

Article 21.- Recruitment.

The recruitment of the staff employed by the Foundation will be made according to the principles of equality, merit and ability.

Article 22.- Professional development, equal opportunities and non-discrimination.

The Foundation understands that the personal growth of each employee is intimately linked to the integral development of the person. For this reason, it fosters an environment in which equality of job opportunities reaches each and every one of its members and ensures non-discrimination. The promotion will be based on the merit, capacity and performance of the professional functions and the degree of commitment to the Foundation.

The employees of the Foundation must treat each other with respect, fostering a comfortable, healthy and safe working environment, refraining from using any offensive behavior or involving any type of discrimination or intimidation. The Foundation will provide its employees with optimal working conditions in terms of health and safety and will make available the necessary resources for the performance of their professional activity. The Foundation will seek the permanent training of its workers with the objective of their personal development and the best performance of their functions.

Article 23.- Conflict of interests.

The employees of the Foundation must avoid situations that could give rise to a conflict between personal interests and those of the Foundation. They must act always, in the fulfillment of their responsibilities, with loyalty and in defense of the interests of the Foundation.

CHAPTER V

VULNERATIONS AND NON-COMPLIANCE OF THE CODE

Article 24.- Vulnerations and non-compliance of the Code.

The Foundation will promote compliance with this Code through its internal and external dissemination. Any breach or violation of the provisions contained in the Code must be communicated to the President of the Foundation in order for the Foundation or the Foundation Board to adopt the appropriate measures to restore compliance.

 

Approved by the Foundation Board of the Frax Foundation in regular session held in Altea on 19th December 2016.

 

Translated by: Marina P.B., intern.