Article 1 CONSTITUTION-HEADQUARTERS-DELEGATIONS
A Foundation called "FONDAZIONE FERRAGAMO" is established, with headquarters in Florence. Delegations and offices may be set up both in Italy and abroad in order to carry out, on an ancillary and instrumental way with respect to the Foundation's purposes, promotion activities as well as development and increase of the necessary network of national and international relations to support the Foundation itself. It responds to the principles and legal framework of the Participation Foundation, within the broader genre of Foundations governed by the Civil Code and related laws. The Foundation is not for profit and cannot distribute profits.
Article 2 PURPOSE
The Foundation aims to promote and enhance craftsmanship and made in Italy, through the exclusive performance of education and training activities for those who intend to operate in the world of fashion and design, and of the highest and most artistic forms of Italian craftsmanship, in line with the values, and the stylistic canons expressed in the work of Salvatore Ferragamo.
Article 3 INSTITUTIONAL, INSTRUMENTAL, ACCESSORY AND RELATED ACTIVITIES
The Foundation intends, in particular, to promote the knowledge and memory of Salvatore Ferragamo's work and personality in order to enhance and disseminate them to the community and to make the artistic qualities of Salvatore Ferragamo and the role it has played in the history not only of footwear, but also of international fashion. In order to achieve its aims, the Foundation may among other things: carry out custody and promotion of Salvatore Ferragamo's works; undertake forms of collaboration with the Ferragamo Museum that are considered appropriate and useful for the achievement of the Foundation's purposes; stipulate any appropriate deed or contract, including for the financing of approved transactions, including the purchase, in property or surface rights, of real estate, the stipulation of agreements of any kind, including those that can be transcribed in public registers, with public or private entities , which are considered appropriate and useful for the achievement of the Foundation's purposes; administer and manage the assets of which it is the owner, lessor, borrower or otherwise owned; participate in associations, foundations, bodies and institutions, public and private, whose activities are directed, directly or indirectly, to the pursuit of purposes similar to those of the Foundation itself; the Foundation may, if it deems it appropriate, also contribute to the constitution of the aforementioned bodies; promote and organize exhibitions, cultural events, seminars, training courses, events, conferences, meetings, proceeding with the publication of the related acts or documents, and all those initiatives suitable for promoting organic contact between the Foundation, national and international operators and organizations , its employees and the public; directly or indirectly manage functional spaces for the purposes referred to in art. 2; stipulate agreements for the entrusting of part of the activities to third parties; establish awards and scholarships; carry out, as an accessory and instrumental to the pursuit of institutional purposes, publishing and marketing activities of books and objects, within the limits of the laws in force, and of audiovisuals in general; carry out any other activity, even of a non-prevalent commercial nature, suitable or supporting the pursuit of institutional purposes.
Article 4 SURVEILLANCE
The competent Authorities supervise the activities of the Foundation in accordance with the Civil Code and the special legislation on the subject.
Article 5 HERITAGE
The assets of the Foundation are made up of: the endowment fund made up of cash contributions made by the [Promoter Founders] and by the Founders; from movable and immovable property that arrives or will reach the Foundation for any reason, including those purchased by the Foundation in accordance with the provisions of this Statute; donations made by entities or individuals with the express purpose of increasing the assets; the portion of unused annuities which, by resolution of the Board of Directors, can be used to increase the assets; contributions attributed to the assets by the European Union, by the State, by Territorial Bodies or by other public, national and international bodies; from payments received as part of any non-prevalent commercial activities exercised in the pursuit of its purposes by the management fund.
Article 6 FINANCIAL YEAR
The financial year begins on January 1st and ends on December 31st of each year. The Board of Directors approves the budget for the following year by December 31st and the final balance sheet for the past year by June 30th. If special needs require it the Board of Directors approves the final balance by 30 June. The distribution of profits or operating surpluses as well as of funds and reserves during the life of the Foundation is prohibited, if the destination or distribution is not required by law.
Article 7 MEMBERS OF THE FOUNDATION
The members of the Foundation are divided into: - Founders, Promoters and Founders; - Partners and Members.
Article 8 FOUNDERS, PROMOTERS AND FOUNDERS
The Promoters Founders are Messrs Wanda Miletti Ferragamo, Giovanna Ferragamo, Fulvia Ferragamo, Ferruccio Ferragamo, Leonardo Ferragamo, Massimo Ferragamo, as well as the sons of Fiamma Ferragamo Diego, Giulia and Maria Paternò Castello di San Giuliano who jointly constitute a single Founder Promoter. Each Founder Promoter must designate from among his descendants in a straight line, also by testamentary way, a person or entity destined to succeed him in the rights and obligations referred to in this statute; and so in perpetuity.
If the deceased Founder Promoter has not wanted or been able to proceed with the designation referred to in the previous paragraph, the surviving Founder Promoters will proceed with the designation of another person, preferably in the context of the descendants of the deceased Promoter Founder, who will succeed the deceased Promoter Founder in rights. and obligations under this statute, with a common resolution adopted by a majority, so that in perpetuity the number of Founders Promoters is never less than three. They are founders, the company Salvatore Ferragamo S.p.A. and the company Ferragamo Finanziaria SpA. The Promoting Founders may decide, with a common resolution adopted by a majority, the exclusion of a Founder for serious and repeated non-fulfillment of the obligations and duties deriving from this Statute, including, by way of example and not necessarily: non-fulfillment of the obligation to make the contributions and contributions provided for in this Statute; conduct incompatible with the principles and purposes of the Foundation referred to in art. 2 of this Statute and with the duty of collaboration with the other components of the Foundation; conduct contrary to the duty of non-pecuniary performance. The exclusion can also take place for the following reasons: transformation and merger; transfer, for any reason, of the control package or its variation; use of the risk capital market; extinction, for any reason due; opening of liquidation procedures; bankruptcy and / or opening of bankruptcy proceedings, including out-of-court proceedings. The Promoting Founders, with a common resolution adopted by a majority, may, after the exclusion of the Founder have been resolved, proceed with the appointment of a person who will exercise the prerogatives pertaining to the lapsed Founder, provided for by this statute.
Article 9 PARTNERS AND MEMBERS
Partners, appointed as such with unappealable resolution of the Board of Directors, are the natural and legal persons, public or private, and the entities that contribute to the endowment fund and the management fund, through cash contributions or the attribution of material assets or intangible, determined by the Board of Directors itself. Partners must expressly undertake to comply with the provisions of this Statute and the regulations, where approved. Natural or legal persons, public or private, and entities that, sharing the aims of the Foundation, contribute to the life of the Foundation and to the realization of its aims by means of annual or multi-year cash contributions, can obtain the qualification of Member. and to an extent not less than that established, even annually, by the Board of Directors or with an activity, even professional, of particular importance or with the assignment of tangible or intangible assets. The Board of Directors may determine with Regulations the possible subdivision and grouping of Members by categories of activity and participation in the Foundation. Partners and Members will be able to allocate their contributions to specific projects falling within the scope of the Foundation's activities. The qualification of Partner and Member lasts for the entire period for which the contribution has been duly paid or the service has been performed. Partners and Members must expressly undertake to comply with the provisions of this statute and the regulations, where approved.
Article 10 PARTNERS AND FOREIGN MEMBERS
Natural and legal persons as well as public or private bodies or other institutions based abroad can also be appointed as Partners and Members.
Article 11 EXCLUSION AND WITHDRAWAL
The Board of Directors decides, with a resolution passed with the favorable vote of the majority of its members, the exclusion of Partners and Members for serious and repeated non-fulfillment of the obligations and duties deriving from this Statute, including, by way of example and not mandatory: non-fulfillment of the obligation to make the contributions and contributions provided for in this Statute; conduct incompatible with the principles and purposes of the Foundation referred to in the preamble and art. 2 of this statute and with the duty of collaboration with the other components of the Foundation; conduct contrary to the duty of non-pecuniary performance. In the case of entities and / or legal persons, the exclusion may also take place for the following reasons: transformation, merger; transfer, for any reason, of the control package or its variation; use of the risk capital market; extinction, for any reason due; opening of liquidation procedures; bankruptcy and / or opening of bankruptcy proceedings, including out-of-court proceedings. Partners and Members may, at any time, withdraw from the Foundation, without prejudice to the duty to fulfill the obligations undertaken. Founders can be excluded pursuant to art. 8 of this statute. The Promoting Founders cannot in any case be excluded from the Foundation.
Article 12 FOUNDATION BODIES AND OFFICES
The bodies of the Foundation are: the Board of Directors; the Executive Committee, where established, the President of the Foundation and the Vice President; the Board of Auditors. The Director is the office of the Foundation, where appointed.
Article 13 BOARD OF DIRECTORS
Composition and responsibilities The Board of Directors is made up of a minimum of three to a maximum of eleven members. Its composition will be as follows: up to seven members appointed by the Promoter Founders with a common resolution adopted by a majority, in compliance with the provisions of art. 8; one member appointed by each Founder; up to two members appointed by the members as designated above, choosing them from among the Partners and Members. Each member of the Board of Directors will have the right to one vote. The President can identify guests, including permanent ones, at the Board meetings, who participate in them with an advisory function and without the right to vote, choosing them from among those he considers useful and prestigious for the life of the Foundation. The members of the Board of Directors remain in office until the final balance sheet for the third financial year following their appointment is approved and can be confirmed. The member of the Board of Directors who, without justified reason, does not participate in three consecutive meetings, can be declared forfeited by the Board itself. In this case, as in any other case of vacancy from the office of Director, the deceased director / s will be replaced according to the procedures envisaged for the appointment referred to in the second paragraph; the new members will remain in office until the expiry of the Board of Directors. If the number of Directors is less than three, the Board is deemed to have lapsed and must be reconstituted pursuant to this Statute. The Board of Directors approves the objectives and programs of the Foundation proposed by the President and verifies the overall results of its management. In particular, it shall: establish annually the general lines of the Foundation's activity, within the scope of the purposes and activities referred to in articles 2 and 3 of this Statute; approve the multi-year program of activities; approve the budget and final balance; deliberate on the acceptance of inheritances, legacies and contributions; establish the criteria for assuming the status of Partner and proceed with the relative appointment; establish the criteria for becoming a Member; appoint the President and the Vice President, choosing him from among the Founding Promoters or their descendants in a straight line present on the Board; appoint, where appropriate, the Director of the Foundation, pursuant to art. 17 of this statute; identify the general lines of the Foundation's organizational structure, in relation to the development of the Foundation's activities; establish, where appropriate, a Scientific Committee, determining the number of members, duties, term of office and operating procedures; the members of the Scientific Committee must be chosen among the natural and legal persons, Italian and foreign bodies and institutions particularly qualified, of recognized prestige and reflected professionalism in the subjects of interest of the Foundation; approve any statutory changes; deliberating on the proposed dissolution of the Foundation and the devolution of the assets, having acquired the favorable opinion of the Promoter Founder; carry out all further tasks entrusted to it by this statute. For better management effectiveness, the Board of Directors, on the proposal of the Chairman, may grant any delegated functions both to the Chairman and to individual members of the Board itself.
Article 14 BOARD OF DIRECTORS
The Board of Directors is convened by the President on his own initiative or at the request of the majority of its members; in the latter case and in the event of inaction by the President, the President of the Board of Statutory Auditors will provide for the call. No particular formalities are required for the convocation except suitable means, of which there is proof of receipt by the recipient, sent at least ten days before the date set for the meeting; in case of necessity or urgency, the communication can take place three days before the fixed date. The notice of meeting must contain the agenda of the meeting, the place and time. At the same time, it can also indicate the day and time of the second call, and can establish that this is fixed on the same day of the first call at least one hour away from this. The Board meets validly, on first call, with the presence of the majority of the members; in second call, the meeting is valid whatever the number of those present, provided that the majority of the Founding Promoters is present. Resolutions are taken with the favorable vote of the majority of those present; in the event of a tie, the vote of the President prevails. The resolutions concerning the approval of the statutory changes and the dissolution of the Foundation are validly adopted provided that the favorable vote of the majority of the Founding Promoters is established. The meetings are chaired by the President or in case of his absence or impediment by the Vice President; in the absence of both, the meeting is chaired by the most senior Director in age. Minutes of the Board meetings are drawn up, signed by the person chairing the Board itself and by the person who acts as secretary of the meeting. It is possible for Board meetings to be held by means of telecommunication, audio and video, provided that all participants can be identified and are allowed to follow the discussion and to intervene in real time in the discussion of the topics addressed. Once these requirements are met, the Board of Directors is considered to be held in the place where the Chairman and the person who performs the function of secretary of the meeting are located.
Article 15 EXECUTIVE COMMITTEE
The Board of Directors, with its own resolution, may establish, where appropriate, an Executive Committee, made up of the President or Vice President and two other members, nominated, even among persons outside the Foundation. The members of the Executive Committee, with the exception of the Chairman or the Deputy Chairman, remain in office until the approval of the final financial statements relating to the third year following their appointment, therefore four years, and can be reconfirmed. The role of member of the Board of Directors is compatible with that of member of the Executive Committee. The member of the Executive Committee who, without justified reason, does not participate in three consecutive meetings, can be declared forfeited by the Committee itself. The Executive Committee, within the limits of the law and the articles of association, tasks, powers and spending limits approved by the Board of Directors: prepares the programs and objectives, to be presented annually for the approval of the Board of Directors; prepare, where appropriate, the Foundation's regulations to be submitted to the Board of Directors for approval; admit Members, having verified the statutory conditions for the acquisition of the qualification, as well as the fulfillment of the requirements established by the Board of Directors pursuant to this statute; identify any operational departments or the sectors of activity of the Foundation and proceed with the appointment of managers, determining their functions, nature and duration of the relationship; set up technical and advisory committees for individual projects and / or sectors of activity, appointing the managers, determining their functions, nature and duration of the relationship; prepare, where appropriate, forecast budgets and multi-year plans in relation to the activities; prepare the budget and final balance, to be presented to the Board of Directors for approval. The Executive Committee meets at least every three months or on the initiative of the Chairman, or in the event of his absence or impediment by the most senior Director. For the convocation, which must be carried out by the President, no special formalities are required, if not suitable means, of which there is proof of receipt by the recipient, sent at least seven days before the date set for the meeting; in case of necessity or urgency, the communication can take place three days before the fixed date. The meetings are chaired by the Chairman or, in the event of his absence or impediment, by the Director more indeed anus. The Executive Committee is validly constituted with the presence of the majority of the members in office and resolves by a majority of those present. In the event of a tie, the vote of the chairman prevails. Minutes of the Committee meetings are drawn up, signed by the chairman of the Committee itself and by the secretary of the meeting.
Article 17 PRESIDENT OF THE FOUNDATION
The President of the Foundation, who is also the President of the Board of Directors, is appointed by the Board of Directors pursuant to art. 14 of this statute. The President has the legal representation of the Foundation before third parties, acts and resists before any administrative or judicial authority, appointing lawyers. He can delegate individual tasks to the Vice President. In particular, the President takes care of relations with entities, institutions, public and private companies and other organizations, also in order to establish relationships of collaboration and support of the individual initiatives of the Foundation. In case of absence or impediment of the President, he is replaced by the Vice President.
Article 18 DIRECTOR
The Director, as auxiliary office of the Board of Directors, is appointed where appropriate by the Board itself and chosen from among people with specific skills and professionalism, including from individuals outside the Foundation.The Director is the operational manager of the Foundation and collaborates with the President, the Board of Directors and the Executive Committee, where established, for the purposes of the good administrative and management performance of the same. In particular, he: provides for the organizational and administrative management of the Foundation, as well as for the organization and promotion of the individual approved initiatives, providing the means and tools necessary for their concrete implementation; he implements, in the matters of his own competence, the resolutions of the bodies of the Foundation as well as the acts of the President. The Director participates without voting rights in the meetings of the collegial bodies of the Foundation, as well as in any commissions or committees.
Article 19 BOARD OF STATUTORY AUDITORS
The Board of Statutory Auditors is appointed by the Founding Promoters with a common resolution adopted by a majority and is composed of three members with proven experience in financial and accounting matters, one of which with the function of President, chosen from among persons registered in the Register of Statutory Auditors of the Accounts. The Board of Statutory Auditors is the accounting control body of the Foundation, ascertains the regular keeping of the accounting records, examines the proposed budget and economic and financial statements, drawing up specific reports, and carries out cash checks. The members of the Board of Statutory Auditors may participate without voting rights in the meetings of the Board of Directors and, where appointed, of the Executive Committee; they remain in office until the final balance sheet for the third year following their appointment is approved and can be reconfirmed.
Article 20 DISSOLUTION
In the event of a proposal to dissolve the Foundation for any reason, the assets will be devolved, by resolution of the Board of Directors, which will also propose the person of the liquidator, to other entities that pursue similar purposes or for purposes of public utility. The assets entrusted to the Foundation as a concession for use, loan or any other form of concession, upon its dissolution return to the disposal of the grantors.
Article 21 POSTPONEMENT CLAUSE
For anything not provided for in this Statute, the provisions of the Civil Code and the laws in force on the subject apply.