Article 1 - Name
A Foundation is hereby established by the Compagnia di San Paolo and the Università degli Studi di Torino (hereinafter “University of Turin”) by the name of “COLLEGIO CARLO ALBERTO – Centro Superiore di Ricerca e Formazione Economico-Finanziaria” (hereinafter “the Foundation”). The Foundation complies with the principles and legal provisions required for Participatory Foundations, as laid down by the general provisions in the Italian Civil Code for the establishment of Foundations.

Article 2 – Head Office and Duration
The registered office of the Foundation is no. 30 via Real Collegio, Moncalieri, Turin. The Foundation is of unlimited duration.

Article 3 – Purposes
The Foundation, which is a non-profit organisation, may operate in Italy and abroad. The purposes of the Foundation are to promote, manage and develop both research and higher education in the fields of economics, finance, and business law, as well as in similar sectors, in collaboration with the University of Turin. The Foundation shall furthermore strive to make full use of the “Collegio Carlo Alberto” building complex in Moncalieri, also by carrying out restoration, rebuilding and extension works, and to manage the facilities – directly or through the use of third parties – in order that they are used as premises for training activities, research and scientific debate. For this purpose, the Foundation may undertake any incidental activity, also by establishing relations with third parties, including public institutions.

Article 4 – Members of the Foundation
The members of the Foundation consist of :
- Founders;
- Co-founders;
- Sponsors.

Article 5 – Founders and Co-founders
The Founders are the Compagnia di San Paolo and the University of Turin. Legal entities, whether public or private, and authorities may, subject to the prior agreement of both Founders, assume the status of Co-Founders where they contribute towards the Foundation’s Endowment Fund in such ways and to such an extent as are determined by the Members Meeting pursuant to article 11 below.

Article 6- Sponsors
Associations, Universities, Research Centres or Institutes who share the aims of the Foundation may, by resolution of the Members Meeting, assume the status of Sponsors where they contribute towards the life of the Foundation and towards achieving its aims through annual or long-term financial contributions, in such ways and for an amount no less that that which is established by the said Meeting, on a yearly basis or otherwise, or by way of an activity, including a professional activity, of particular importance or through the contribution of tangible or intangible assets. Sponsors may allocate funds for specific projects, which fall within the scope of the Foundation’s activities. The title of Sponsor shall be maintained as long as funds are allocated.

Article 7 – Dismissal and resignation
Co-founders and Sponsors shall cease to be part of the Foundation upon dismissal or resignation. In the event of a serious breach of obligations and duties arising from this Statute, the Members Meeting shall decide by an absolute majority of votes on the dismissal of Co-founders and by a simple majority of votes on the dismissal of Sponsors. Co-founders and Sponsors may, at any time, resign from the Foundation within the meaning of art. 24 of the Italian Civil Code, on the understanding that they are required to fulfil all of the obligations undertaken.
Members who resign or have been dismissed are not entitled to any reimbursement from the Foundation. The resignation of only one of the Founders shall bring about the termination of the Foundation, which as a consequence will be placed in liquidation within the meaning of art. 30 of the Italian Civil Code. 

Article 8 – Assets
The assets of the Foundation consist of:
- an endowment fund consisting of money contributions from the Founders and Co-Founders;
- other funds from bequests and donations, specifically allocated for increasing the assets.

Article 9 – Earnings
The Foundation shall pursue its aims by means of:
- its earnings, profits and management surplus, which are not specifically allocated for increasing the said assets;
- the contributions of Founders, Co-Founders and Sponsors;
- any other contributions obtained from public authorities, legal entities and private individuals.

Article 10 – Administrative bodies
The Foundation’s administrative bodies are:
• The Members Meeting,
• The Board of Directors,
• The President,
• The Scientific Committee, if appointed,
• The Board of Auditors.

Article 11 - Members Meeting
The Members Meeting represents all of the members of the Foundation and their decisions, taken in accordance with the law and with this statute, bind all members, including those who do not take part or are in disagreement. All members who have correctly paid their contributions may take part in the Members Meeting. Each member may be represented at the Meeting by written proxy.

Article 12 – Rules governing the decisions of the Members Meeting
The Members Meeting shall be called at least twice a year by the President, who presides over it, and whenever  it is deemed to be appropriate and requested by the Board of Auditors. In the case of absence, impediment or resignation by the President, the Meeting shall be presided over by the Vice President or by another person appointed by the Members.
The summons to attend the meeting, containing a brief indication of the matters to be considered, must be sent to the Members and Board of Auditors by registered post, telegram, fax or any other means which are suitable to ensure its reception, at least five days prior to the date set for the meeting. In cases of particularly urgency, the meeting may be convened with a simple prior warning of 48 hours. Where it is technically possible, the Members Meeting may be held by video conference provided that the principles of collective decision making, good faith and equal treatment of all participants are respected. In such case it is necessary that:
- the president is able unequivocally to ascertain the identity and entitlement of each person taking part, to regulate the conduct of the meeting, and to establish and announce the results of the voting;
- the person taking the minutes is able to properly understand the matters which have to be noted in the minutes;
- those taking part are able to participate in the discussion in real time and to vote simultaneously on the matters set out in the Agenda;
The Members Meeting shall be deemed to have taken place where the president of the meeting and the person taking the minutes are present.

Article 13 – Powers of the Members Meeting
In the Members Meeting each Founder is entitled to four votes, each Co-Founder to two votes and each Sponsor to one vote.
The Members Meeting shall decide the following matters:
• definition of the general guidelines for the activity of the Foundation;
• approval of the yearly accounts and budget;
• admission of Sponsors;
• deciding and varying the annual contributions;
• dismissal of Co-Founders and Sponsors;
• appointment of the Board of Directors and President and deciding their respective remunerations;
• appointment of the Board of Auditors and deciding their remuneration;
• amendments to the statute, termination and liquidation of the Foundation.

The decisions of the Members Meeting are passed by a majority of the votes represented at the Meeting. With regard to decisions on the matters set out at points b), c), d), e) and h) the vote must be supported by both Founders.

Article 14 – Board of Directors
The Board of Directors consists of the President and a number of members that may vary from a minimum of eight to a maximum of twelve, appointed as follows:
- four by the Compagnia di San Paolo;
- four by the University of Turin;
- up to four by the Co-Founders.
The Board of Directors shall be appointed for three years and more specifically until the approval of the annual accounts for the last year of mandate, and its members may be re-appointed.
The Directors may receive, in addition to the reimbursement of expenses incurred whilst fulfilling their appointment, an annual remuneration or an attendance fee decided by the Members Meeting based upon the proposal of the President, in consultation with the Board of Auditors. 

Article 15 – Rules governing the decisions of the Board of Directors
The Board of Directors shall meet at least four times a year upon being summoned by the President, who presides over it; in the event of the President’s absence, impediment or resignation the Board is presided over by the Vice President or by another person appointed by those present. The Board of Directors is convened according to the procedure established for summoning the Members Meeting, pursuant to art. 12 of this Statute. For the decisions of the Board to be valid it is necessary for the majority of its members to be present and for the said decisions to be passed by the majority of those present. In the event of an equal vote, the vote of the President, or of the person presiding over the meeting on his or her behalf, shall prevail. The meetings of the Board of Directors may also be held with participants in different places, near or far, connected by audio-video or only by audio link, provided that the principles of collective decision making, good faith and equal treatment of all participants are respected.
In such case it is necessary that:
- the president is able unequivocally to ascertain the identity and entitlement of each person taking part, to regulate the conduct of the meeting, and to establish and announce the results of the voting;
- the person taking the minutes is able to properly understand the matters which have to be noted in the minutes;
- those taking part are able to participate in the discussion in real time and to vote simultaneously on the matters set out in the Agenda;

The meeting shall be deemed to have taken place where the president of the meeting and the person taking the minutes are present.

Article 16 – Powers of the Board of Directors
The Board of Directors is invested with all of the powers required for ordinary and extraordinary administration, except for those powers that are attributed by law or pursuant to the provisions of this statute to the Members Meeting.
By way of example, the Board of Directors shall:
• prepare and adopt the programmes of activities on the basis of the general guidelines decided by the Members Meeting;
• prepare the yearly accounts and budgets, to be submitted for the approval of the Members Meeting;
• approve internal regulations;
• carry out operations for administrating the assets;
• appoint the Vice-President;
• it may, upon the proposal of the President, appoint and dismiss a Director, determining the duration of the appointment, responsibilities, powers and remuneration. The person indicated must have the appropriate qualifications, experience and operational ability.

The Board of Directors may delegate further powers to the President and the Director in addition to those provided by this Statute, in relation to individual actions or categories of action, establishing the limits and methods in which they are to be exercised.

Article 17 – The President
The President shall be indicated by the Founders, shall remain in office for three years, and more specifically until the approval of the annual accounts for the last year of appointment, and may be re-appointed. The President shall be the legal representative of the Foundation in relation to third parties and in legal proceedings together with related powers of signature. The President shall oversee the implementation of the Foundation’s general policy, shall convene and preside over the Members Meeting and the Board of Directors and shall establish their agendas. The President – or the person acting on his or her behalf – may adopt any measure of an urgent nature, in the interest of the Foundation, informing the Board of Directors at the first meeting held thereafter. In case of absence or impediment of the President, his or her functions shall be carried out by the Vice-President. The President shall be assisted in drawing up the minutes of the Members Meeting and of the Board of Directors by a Secretary appointed by him or her. The President shall receive, in addition to the reimbursement of expenses incurred during the appointment, an annual remuneration decided by the Board of Directors, in consultation with the Board of Auditors.

Article 18 – Scientific Committee
The Board of Directors may appoint a Scientific Committee, consisting of experts chosen from among personalities of particular ability and recognised merit in the fields in which the Foundation operates. The composition, duration, functions and remuneration, if any, shall be decided by the Board of Directors.

Article 19 – The Board of Auditors
The Board of Auditors shall consist of three permanent members, two of which appointed by the Compagnia di San Paolo and one by the University of Turin, and two supplementary auditors, one appointed by the Compagnia di San Paolo and the other by the University of Turin.
The members of the Board of Auditors shall hold the professional qualifications necessary for exercising lawful control of accounts.
The Auditors shall be appointed for three years and more specifically until the approval of the financial accounts for the last year of appointment, and they may be re-appointed.
They shall exercise the powers and functions set out in art. 2403 et seq. of the Italian Civil Code, including the functions of accounting control pursuant to art. 2409-bis of the said Code.
The permanent Auditors shall receive, in addition to the reimbursement of expenses incurred whilst fulfilling their role, an annual remuneration decided by the Members Meeting, taking into account the minimum fees set for professional accountants.
The meetings of the Board of Auditors may also be held with participants in different places, near or far, connected by audio-video or only by audio link, provided that the principles of collective decision making, good faith and equal treatment of all participants are respected.
In such case it is necessary that:
- the president is able unequivocally to ascertain the identity and entitlement of each person taking part, to regulate the conduct of the meeting, and to establish and announce the results of the voting;
- those taking part are able to exchange documentation, participate in the discussion in real time and to vote simultaneously on the matters set out in the Agenda;
The meeting shall be deemed to have taken place where the president of the meeting is present.

Article 20 – Financial year – Accounts
The financial year begins on 1st January and ends on 31st December of each year. The annual accounts shall be approved by 31st March of the following year. The budget shall be approved by 30th November of the previous financial year and must set the maximum amount of the Foundation’s expenditure, together with a document containing guidelines for the following year’s activities. The annual accounts and the budget shall be transmitted to the Compagnia di San Paolo and the University of Turin within 5 days from their approval by the Members Meeting.

Article 21- Termination
The circumstances set out in art. 28 of the Italian Civil Code, excluding transformation, shall give rise to the termination of the foundation; a further cause of termination is provided by art. 7 of this Statute. In the event of termination, for whatever cause, any residual assets shall be donated to bodies pursuing objectives that are similar to those activities carried out by the Foundation.

Article 22 – Final Provisions
All matters not expressly provided in this statute are governed by the principles and legal regulations applicable.

Article 23 – Transitional Provisions
For so long as the Foundation consists only of the Founders, the Members Meeting shall decide unanimously upon all matters falling within its competence.