The Fondazione Accademia Carrara is a shared responsibility. Both public and private, working together to manage the sophisticated beauty of the Museum collection, with the shared aim of opening it up to today’s generations, while naturally preserving it for those of the future.
The Fondazione Accademia Carrara is, first and foremost, a challenge.
It is the wish to entrust the management of a public treasure of immense value to an administration with a strong private outlook. It is the desire to combine promotion and conservation policies in a harmonious manner and to achieve a virtuous form of management consisting of cultural planning, scientific analysis, protection, marketing, communication, and museum development. All with a discerning management approach and a close eye on the financial statements.
It demands dynamism, speed, and vitality, and must appeal to all the social and entrepreneurial centres of the territory, all of whom can look to the Carrara as a concrete, prestigious opportunity for investment.
Promoting Member: Comune di Bergamo
Founding Members: Humanitas Gavazzeni, Metano Nord, Alfaparf Group, Confartigianato Imprese Bergamo, PwC Italia
BOARD OF DIRECTORS
Chairman: Giorgio Gori
Members: Alessandro Liguori, Attilio Brambilla, Stefano Maroni, Vanessa Pesenti, Piero Moroni
General Manager: Gianpietro Bonaldi
Art. 1 – Constitution
A foundation is established under the name Fondazione Accademia Carrara di Bergamo with head offices in Piazza Giacomo Carrara 82, Bergamo.
It responds to the principles and legal framework of a Fondazione di Partecipazione, within the broader field of foundations governed by the Italian Civil Code and related laws.
The Foundation is a not-for-profit entity and cannot distribute profits.
The aims of the Foundation are achieved within the region of Lombardy.
Art. 2 – Delegations and Offices
Delegations and offices may be set up both in Italy and abroad in order to carry out, in an accessory and instrumental manner, the promotional activities as well as to achieve the development and expansion of the necessary network of national and international relations required to support the Foundation itself.
Art. 3 – Purpose
The Foundation promotes, forms and disseminates expressions of culture and art.
In particular, the Foundation fosters the promotion and public enjoyment of the artistic, historical and cultural heritage of the Accademia Carrara and, in accordance with the inspiration of its original founder Count Giacomo Carrara, it intends to “promote the study of the fine arts in order to benefit the Nation and its People”.
The Foundation acts as an advanced research centre in the field of classical, historical, philological, and scientific studies concerning art, interacting with cultural institutions, museums, academies, universities, and other organisations, in order to bring about synergy and cooperation in the field of high culture.
Art. 4 – Directly Connected, Ancillary and Instrumental Institutional Activities
In the pursuit of its aims, the institutional activity of the Foundation is the direct and indirect management of the artistic and cultural complex known as the Accademia Carrara, as it has evolved over time, starting from the “Act of Introduction of the Municipality of Bergamo into the Ownership of the Accademia Carrara” stipulated on 18 December 1958, including the procedures of verification and control.
To achieve its goals, the Foundation may, among other things:
- enter into any appropriate deed or contract, also for financing approved operations, including for borrowing and for short-term or long-term loans, for the purchase of property or land rights, the signing of agreements of any kind with public and private institutions that are considered appropriate and useful for achieving the purposes of the Foundation;
- administer and manage the assets of which it is the owner, lessor, bailee or of which it is in any way the owner or holder;
- take part in associations, institutions and organisations, public and private, the activities of which, directly or indirectly, pursue aims similar to those of the Foundation itself;
- enter into, in compliance with its statutory principles, agreements or contracts for the assignment of parts of its activities to third parties;
- promote and organise seminars, training courses, events, conferences, meetings, exhibitions and displays, publishing related proceedings or documents, and all appropriate initiatives to bring about systematic contacts between the Foundation, the cultural system, experts and members of staff, and the public;
- organise exhibitions and displays in general;
- promote study and research, both directly and through the awarding of prizes and scholarships;
- collaborate and establish relations with scientific and cultural institutions, both public and private;
- carry out fundraising and funding activities in order to implement and support its initiatives;
- carry out, in an ancillary and instrumental manner with regard to the pursuit of its institutional aims, commercial activities in the publishing, multimedia, audio-visual, and merchandising sectors in accordance with the laws in force;
- carry out any other suitable activity that can help achieve its institutional aims.
All economic and financial activities, carried out in an accessory and limited manner, are performed within the limits permitted by law and with the sole purpose of enabling the Foundation to achieve its institutional aims.
Art. 5 – Supervision
The competent authorities supervise the activities of the Foundation in accordance with such current legislation on the matter as may be in force at the time.
Art. 6 – Assets
The assets of the Foundation consist of the following:
- the endowment fund, consisting of contributions in the form of money or movable and immovable property, or other benefits conferred by the Founder-Promoter, by the Founding Members, Co-founders, Partners and Supporters;
- such movable and immovable properties, rights and participations as may be received or that may come to the Foundation for any reason, including those it may purchase in accordance with the provisions of these Articles;
- donations made by institutions or individuals with the express intention of increasing the assets;
- the portion of unused income that, by resolution of the Board of Directors, may be used to increase the assets;
- contributions to the assets made by the European Union, the Italian state, local authorities or other public bodies.
Art. 7 – Management Fund
The Foundation’s management fund consists of:
- contributions, in any form they may be given, from the Founder-Promoter, Founding Members, Co-founders, Partners, Supporters or third parties;
- any donations or testamentary provisions that are not expressly destined for the endowment fund;
- any other contributions made by the Italian state, local authorities or other public bodies;
- income and proceeds deriving from the assets and from the Foundation’s activities;
- revenues from institutional, ancillary, instrumental and related activities.
The revenues and resources of the Foundation are used for the functioning of the Foundation.
Art. 8 – Financial Year
The financial year begins on 1 January and ends on 31 December of each year.
The Board of Directors shall approve the forward budget for the following year by the end of November and, by 30 June, the final balance sheet for the previous year.
A copy of the financial statements, together with the minutes of the BoD meeting in which it was approved, shall be filed in accordance with the law.
Within their respective areas of responsibility, the organs of the Foundation may enter into commitments and obligations within the limits of the approved appropriations in the budget.
The Board of Directors of the Foundation may set up special funds destined for, and linked to, the implementation of projects, or for the Foundation’s funding or self-financing procedures, also as surety. Said special funds shall be properly indicated in the Foundation’s accounting and financial statements.
The Foundation is non-profit-making and cannot distribute profits, operating surpluses, or funds and reserves during its life, unless the destination or distribution is required by law.
Art. 9 – Members of the Foundation
Members of the Foundation are as follows::
Art. 10 – Founder and Promoter – Founders – Co-founders
The Municipality of Bergamo is the founder and Promoter.
The title of Founding Member is applicable solely for those legal entities, public or private, individual or associated, and those Italian or foreign institutions that have signed the articles of incorporation and that have undertaken, in accordance with the same, to support the Foundation on a three-year basis according to the transitional provisions of the present Articles.
The title of Co-founder is applicable to those legal entities, public or private, individual or associated, and those Italian or foreign institutions that have signed the articles of incorporation and that have undertaken, in accordance with the same, to support the Foundation through a contribution in cash, goods or services, to the Endowment Fund and/or Management Fund, on a three-year basis according to the transitional provisions of the present Articles and subsequently in the forms, manners and measure established by the Board.
The titles of Founder and Cofounder have a duration of three years and may be renewed.
Failure to fulfil the obligations underwritten entails suspension of the administrative rights deriving from the qualification of Founder or Co-founder, as laid out in the present Articles, for the entire period in which said non-compliance persists.
Art. 11 – Partners and Supporters
Partners are such legal entities, public or private, individual or associated, and such institutions that have signed the articles of incorporation and that, in accordance with the same, have undertaken to support the Foundation through a contribution, in cash, goods or services, to the Management Fund, on a three-year basis – or that, in support of the aims of the Foundation, contribute to its life and to the achievement of its aims by donating a lump-sum payment – according to the transitional provisions of the present Articles and subsequently in such forms, manners and measure as may be established in detail by the Board. Supporters are such natural persons or legal entities, public or private, that, in support of the aims of the Foundation, contribute to its life and to the achievement of its aims by donating money or by an activity, which may be professional, that is of particular significance, or with material or immaterial goods – according to the transitional provisions of the present Articles and in such forms, manners and measure as may be established in detail by the Board of Directors. Partners and Supporters may allocate their contribution to specific projects that are included within the scope of the Foundation’s activities. The title of Partner and Supporter lasts for the entire period for which the contribution has been regularly paid.
Art. 12 – Foreign Founders, Co-founders, Partners and Supporters
Natural persons and legal entities, as well as public or private institutions with offices abroad, may become Founders, Co-founders, Partners and Supporters.
Art. 13 – Exclusion and Withdrawal
The Board of Directors decides, with an absolute majority, the exclusion of Founders and Participants, for serious and repeated failure to fulfil the obligations and duties that derive from these Articles, including, by way of example and without limitation:
- conduct contrary to the duty of collaboration;
- conduct incompatible or in conflict with the Foundation’s ideals and strategies.
Founders and participants may, at any time, withdraw from the Foundation, without prejudice to their duty to fulfil any obligations undertaken.
The Founder-Promoter cannot under any circumstances be excluded from the Foundation.
Art. 14 – Bodies of the Foundation
The bodies of the Foundation are as follows:
- Board of Trustees;
- Board of Directors;
- President and Vice President of the Foundation;
- Advisory Board;
- Scientific Committee;
- Statutory Auditor.
The members of the corporate bodies of the Foundation receive no compensation, indemnity, or attendance fee for their work.
Art. 15 – Board of Trustees
Composition and responsibilities
The Board of Trustees consists of a minimum of three and a maximum of six members.
Its composition is as follows:
- the Mayor of the City of Bergamo, or his/her delegate, as a representative of the community of Bergamo and acting on its behalf, as President;
- a member appointed by the Founder-Promoter, and chosen from among persons of the highest professionalism and reputation in sectors pertinent to the Foundation;
- a maximum of two members appointed by a joint resolution adopted by a majority of the Founders; in the event of an absence of Founders, the members allocated to them will be chosen by the Co-Founders;
- one of the Co-Founders, chosen by the members as described above;
- a member appointed by the Commissaria dell’Accademia Carrara di Bergamo.
Members of the Board of Trustees remain in office until the approval of the final balance sheet for the third year after their appointment, and they can be re-elected only once.
Any member of the Board of Trustees who, without justified reason, does not take part in three consecutive meetings may be declared debarred from the Board itself. In this case, as in any other case of vacancy of the office of director, the remaining members, with regard to the nominations referred to in the second paragraph, shall nominate another director, or other directors, who will remain in office until the end of the term of the Board of Trustees. Should the number of directors be less than three, the Committee is deemed to have lapsed and shall be re-established in accordance with these Articles.
The Board of Trustees examines the aims and programmes of the Foundation, as proposed by the Board of Directors, and analyses the overall results of its management. In particular, it:
- expresses opinions concerning the Foundation’s general activities, with regard to the scope and activities referred to in Articles 2 and 3;
- proposes areas of operation, pointing to future areas of development of the Foundation, also with regard to its positioning;
- expresses its opinion on the forward budget and on the final balance sheet;
- appoints, upon the President’s recommendation, the Vice President of the Foundation;
- appoints the members of the Board of Directors for whom it is entitled, pursuant to Article 17 of these Articles of Association;
- appoints the members of the Advisory Board;
- appoints the Scientific Committee;
- appoints the Statutory Auditor;
- deliberates any statutory modifications;
- deliberates the winding-up of the Foundation and the transfer of its assets;
- performs all the other tasks entrusted to it by the present Articles.
Art. 16 – Board of Trustees
Convening and quorum
The Board of Trustees is convened by the President on his or her own initiative or at the request of two-thirds of its members.
The convocation is not subject to special formalities so long as it is made by proper means – with proof of reception by the recipients – at least ten days prior to the date established for the meeting; in case of necessity or emergency, the communication may be made three days prior to the scheduled date.
Notice of convocation shall contain the agenda of the meeting, and the place and time. It may also indicate the day and time of the second convocation, and may establish that said convocation be set for the same day as the first convocation, no less than one hour after it.
The meeting of the Board is valid, upon first convocation, when at least two-thirds of its members are present; the meeting is valid upon second convocation whatever the number of those present, provided that the President is present. Resolutions are passed by a vote in favour by a majority of those present; in the event of a tie, the President will have the casting vote.
Resolutions concerning the appointment of members of the Board of Directors, approval of amendments to the Articles of Association and any proposal to wind up the Foundation are valid when adopted with the favourable vote of the members nominated by the Founder-Promoter.
The meetings are chaired by the President or, in case of his or her absence or impediment, by the Vice President. In the absence of both, the meeting shall be adjourned.
The minutes of the meetings of the Board are drafted and signed by the person who chairs the Board itself and by the Secretary of the meeting.
The meetings of the Board of Trustees may also be held by means of remote conferencing on condition that all the participants can be identified and that they are allowed to follow the discussion and intervene in real time in the debate on all topics addressed. When these requirements are met, the meeting of the Board of Trustees is deemed to have been held in the place where the President is located and where also the meeting Secretary shall be present.
Art. 17 – Board of Directors
The Board of Directors consists of a minimum of three and a maximum of six members.
- the President of the Foundation;
- one member appointed by the Founder-Promoter;
- three members appointed by the Board of Trustees, chosen from among the private members of the Foundation.
One member, appointed from among its members by the Commissaria dell’Accademia Carrara di Bergamo, is a Permanent Guest at the meetings of the Board of Directors.
Members of the Board of Directors remain in office until the approval of the final balance sheet for the third year after their appointment, and they can be re-elected only once.
Any member of the Board of Directors who, without justified reason, does not take part in three consecutive meetings may be declared debarred from the Board itself. In this case, as in any other case of vacancy of the office of director, the remaining members shall nominate another director, or other directors who will remain in office until the end of the term of the Board of Directors. Should the number of directors be less than three, the Board is deemed to have lapsed and must be re-established in accordance with these Articles.
The Board of Directors takes care of the ordinary and extraordinary administration and management of the Foundation, adopting criteria of economy, effectiveness, and efficiency, within the framework of approved plans, projects, and budgets. In particular, the Board of Directors takes all necessary steps to:
- prepare the programmes and objectives, to be presented annually to the Board of Trustees;
- prepare a plan of operations and services;
- approve the regulations concerning the organisation and running of the Foundation;
- deliberate on the acceptance of inheritances, legacies and contributions;
- approve the forward budget and the final balance sheet to be presented to the Board of Trustees;
- appoint the Director of the Foundation, upon the recommendation of the President;
- establish the general principles underlying the Foundation’s organisational structure, with regard to the development of its activities and the implementation of its programmes;
- establish the areas of activity and set up the departments of the Foundation and appoint managers for them, establishing their functions, nature and duration;
- appoint scientific and technical/scientific committees, also for specific projects, establishing the number of members and their functions and rules of operation;
- perform all the other tasks entrusted to it by the present Articles.
To improve the effectiveness of management, the Board of Directors may delegate functions both to the President and to the individual members of the Board itself, within the limits set out by its own resolutions adopted and filed in accordance with the law.
The Board of Directors is convened by the President or at the request of a third of its members; The convocation is not subject to special formalities so long as it is made by proper means, with proof of reception by all the recipients.
It is validly constituted with the presence of a majority of the members in office and it adopts resolutions approved by a majority of those present; in the event of a tie, the President has the casting vote.
The meetings are chaired by the President or, in case of his or her absence or impediment, by the Vice President. In the absence of both, the meeting shall be adjourned.
The meetings of the Board may also be held by means of remote conferencing on condition that all the participants can be identified and that they are allowed to follow the discussion and to intervene in real time in the debate on all topics addressed. When these requirements are met, the meeting of the Board of Directors is deemed to have been held in the place where the President is located and where also the meeting secretary shall be present.
Art. 18-Presidente della Fondazione
Il Presidente della Fondazione legale rappresentante della Fondazione, che è anche Presidente del Comitato dei Garanti e del Consiglio d’Amministrazione, è il Sindaco pro tempore del Comune di Bergamo che agisce pro populo in quanto rappresentante della Comunità bergamasca.
Egli agisce e resiste avanti a qualsiasi Autorità Amministrativa o Giurisdizionale, nominando avvocati. Il Presidente esercita tutti i poteri di iniziativa necessari per il buon funzionamento della Fondazione.
Il Presidente, inoltre, cura le relazioni con enti, istituzioni, imprese pubbliche e private e altri organismi, anche al fine di instaurare rapporti di collaborazione e sostegno delle singole iniziative della Fondazione.
In caso di assenza od impedimento del Presidente, egli è sostituito dal Vice Presidente del Consiglio di Amministrazione, a tutti gli effetti di legge, statuto o deliberazioni degli organi della Fondazione.
Art. 19 – Director
The Director is nominated by the Board of Directors, upon the recommendation of the President, and remains in office until the approval of the final balance sheet relating to the fourth year after his or her appointment, and may be re-elected.
The Director oversees the management of the Foundation, gives appropriate instructions to the organisation for their execution, ensures implementation of the deliberations passed by the bodies of the Foundation, oversees and directs the organisation and the promotion of the Foundation’s individual initiatives, and prepares the necessary means and instruments for them to be put into practice. He or she is responsible for the Foundation’s cultural activities and calendar, coordinating and chairing the meetings of the technical-scientific committees and of the Advisory Board, if established.
With regard to the powers conferred upon him or her at the time of appointment or provided for by the present Articles, the Director has full decision-making autonomy, within the scope of the Foundation’s programmes, regarding the development of the Foundation and use of the approved budget.
Art. 20 – Advisory Board
The Advisory Board consists of a variable number of members chosen by the Board of Trustees from the Founders, Co-Founders, Partners and Supporters, on the basis of their material and/or immaterial support of the Foundation, as well as on their proven experience and exemplary professionalism in the areas of interest of the Foundation or in related areas.
The Advisory Board is informed of the Foundation’s general sphere of activity, within the scope and as part of the activities referred to in items 2 and 3 of the present Articles, and formulates advisory opinions and proposals concerning its activities, programmes and objectives.
In collaboration with the Director, the Advisory Board may also express opinions and draft proposals for the Foundation’s events, and find, submit and assess projects, as well as any other matter for which the President expressly requests an opinion in order to establish the Foundation’s strategy and positioning.
The Advisory Board is convened by the Director on his or her own initiative without formal obligations, so long as the announcement is made by appropriate means at least five days prior to the date set for the meeting. Minutes are drafted of the meetings and signed by the President and by the Secretary of the meeting.
Art. 21 – Scientific Committee
The Scientific Committee is an advisory body of the Foundation with a minimum of three and a maximum of nine members appointed by the Board of Trustees. The Scientific Committee performs consultative services for the various bodies of the Foundation. Its members must be chosen experts of illustrious reputation with significant proven scientific and cultural skills in the Foundation’s sphere of activity.
Art. 22 – Statutory Auditor
The Statutory Auditor is appointed by the Board of Trustees and is chosen from among persons registered in the Register of Statutory Auditors of the Ministry of Economy and Finance. The Statutory Auditor is the Foundation’s technical and accounting inspector, who checks the proper keeping of accounts, examines the proposals for the financial statements and the financial and economic reports, drafts special reports and carries out cash audits. The Statutory Auditor may participate, without the right to vote, in the meetings of the Board of Trustees and of the Board of Directors. The Statutory Auditor remains in office until the approval of the final balance sheet for the third year of his or her appointment and may be re-elected.
Art. 23 – Winding up
In the event of winding up of the Foundation for any reason, the residual assets, after the liquidation phase, will be devolved, by resolution of the Board of Trustees, which also appoints the liquidator, to the Municipality of Bergamo, with the sole purpose of adding to the Accademia Carrara’s museum assets, in conformity with the spirit expressed by the original will drafted by Count Giacomo Carrara, incorporated in the subsequent transfer of ownership of the Accademia Carrara to the City of Bergamo.
Upon the winding up of the Foundation, any assets entrusted on permanent loan to the same shall be made available to the lenders.
Art. 24 – Referral clause
For any matters not provided for by these Articles, the provisions of the Civil Code and applicable laws in force will apply.
Art. 25 – Temporary provision
When these Articles are applied for the first time, the Founders are those who have signed the articles of incorporation of the Foundation and have undertaken to contribute to the same, on a three-year basis, with the payment of at least €100,000.00 (one hundred thousand euros only) for each year.
The title of Co-Founder may be applied to those that have signed the articles of incorporation of the Foundation and have undertaken to contribute to the same on a three-year basis, with the payment of a sum ranging between €40,000.00 (forty thousand euros only) and €100,000.00 (one hundred thousand euros only) for each year, or that have joined at a later date, undertaking to pay, on a three-year basis, a sum of at least €100,000.00 (one hundred thousand euros only) for each year.
The title of Partner may be applied to those that have signed the articles of incorporation of the Foundation and have undertaken to contribute to the same, on a three-year basis, with the payment of a sum ranging between €15,000.00 (fifteen thousand euros only) and €40,000.00 (forty thousand euros only) for each year, or that have joined at a later date, undertaking to pay, on a three-year basis, a sum of between €15,000.00 (fifteen thousand euros only) and €100,000.00 (one hundred thousand euros only), or who have undertaken to pay a sum of at least €30,000.00 (thirty thousand euros only).
The title of Supporter may be applied to all others who make a contribution to the Foundation.
Signed Giorgio Gori
Signed Armando Santus – Notary Public (locus sigilli)
Italian Legislative Decree no. 231/01 in the Fondazione Accademia Carrara
The Fondazione Accademia Carrara (hereinafter also the “Foundation”), in view of the introduction of regulations concerning the administrative responsibility of entities referred to in Italian Legislative Decree no. 231/2001, considering the type of activity it performs, has deemed it necessary to adapt its organisational structure to comply with the rules set out in the aforementioned decree.
Model 231 is an effective instrument for the prevention of illegal activities that may be carried out, in the interest or for the benefit of the Foundation, by top managers or by persons subject to their management and/or supervision.
To this end, although the adoption of the Model is optional and not mandatory under the law, the Fondazione Accademia Carrara has decided to base its organisational, management and monitoring tools on models designed to achieve the objectives provided for by the Decree, with a view to:
- raising awareness – in all those who work, in the name of and on behalf of the Foundation, in processes with activities that may be at risk – that in case of violation of the provisions set out in the Model, they will be liable to penal sanctions and that administrative penalties may be imposed upon the Foundation;
- reaffirming that such forms of unlawful conduct are strongly condemned, in so far as they are contrary both to the letter of the law and to the ethical principles by which the Foundation is inspired and by which it abides;
- allowing the Foundation, through monitoring of such areas as may be at risk, to intervene rapidly in order to prevent or combat risky behaviour.
This Code intends to promote ethical values in the performance of corporate activities by collaborators of the Foundation, be they employees or collaborators in various capacities (jointly referred to as the “recipients” of this Code).
The principles laid out herein help assert the reputation of the Foundation and its recognition as a responsible and reliable entity.
The Foundation pursues the long-term development and growth of the Accademia Carrara through its service to users, its proximity to the local community, and a process of maintenance and, if possible, of expansion of its artistic assets.
The objectives of the Foundation are achieved, by all those who work in or for it, with loyalty, seriousness, honesty, competence, and transparency, in total compliance with all applicable laws and regulations. Verification of the achievement of its objectives is to be carried out using all possible forms of measurement.
The Code will be made available to third parties who receive assignments from the Foundation or who have long-term relationships with it. Its rules constitute an essential part of the contractual obligations of staff, in accordance with and for the purposes of Articles 21041 and 21052 of the Italian Civil Code.
The Foundation undertakes:
- to inform all recipients about the instructions and applications of the Code, requiring strict compliance;
- to prepare every possible instrument that might assist its full application;
- to ensure that it is observed, initially with regard to regulations and content in general and, subsequently, to individual measures, negotiations and the actual conduct of the recipients;
- to adopt measures to remove any effects caused by violations of the Code;
- to keep the provisions up to date, to reflect such requirements as may from time to time appear;
- to punish violations of the Code.
2.1 Objectives, mission, and principles
The Fondazione Accademia Carrara is a non-profit foundation and, as its Articles of Association state, it supports, forms, and disseminates expressions of culture and art.
In particular, the Foundation fosters the promotion and public enjoyment of the artistic, historical and cultural heritage of the Accademia Carrara and, in accordance with the inspiration of its original founder Count Giacomo Carrara, it intends to “promote the study of the fine arts in order to benefit the Nation and its People”.
The Foundation acts as an advanced research centre in the field of classical, historical, philological, and scientific studies concerning the figurative arts, interacting with cultural institutions, museums, academies, universities, and other organisations, in order to bring about synergy and cooperation in the field of high culture.
In carrying out its activities, it also assumes its responsibilities with regard to the community, inspired by the concept of solidarity and dialogue with all those concerned.
To this end, it maintains and develops an ongoing relationship with its stakeholders, seeking, where possible, to inform them and to involve them in the issues that concern them.
Lastly, the Foundation promotes social, economic and employment development in accordance with standards and rights that are internationally recognised in the field of the protection of fundamental rights, non-discrimination, protection of children, prohibition of forced labour, protection of trade union rights, health and safety at work, and working hours and pay.
To achieve its mission, the Fondazione Accademia Carrara adheres to certain general principles, such as:
- the centrality of the person
- compliance with the law
- trust and collaboration
- correct management
These principles are the basis for the Foundation’s commitment to conduct that aims to maintain its solid, universally recognised reputation.
The recipients in turn act loyally, in good faith, with diligence, efficiency and correctness, basing their conduct on the concept of cooperation and mutual collaboration, respecting internal procedures.
The belief that one is acting in some way for the benefit of the Foundation does not justify any conduct that runs counter to the aforementioned principles.
2.2 Compliance with rules and regulations
The Fondazione Accademia Carrara undertakes to ensure that its employees, managers, administrators, collaborators, suppliers, and customers, as well as the staff and managers of other companies with which joint or coordinated activities are carried out, even temporarily, always respect the laws and regulations in force in Italy and in those countries with which the Foundation has cultural and economic relations, as well as with the organisational and procedural rules it adheres to.
In this sense, the Fondazione Accademia Carrara recognises that it has the task of providing a programme of continuous training and awareness-raising with regard to the regulations to which it is subject, as well as with regard to issues pertaining to the Code of Ethics, for all its employees and collaborators.
The Foundation guarantees the confidentiality of the data and information that come into its possession and that, in accordance with agreements, cannot be transmitted to third parties and the disclosure of which might cause harm to its corporate interests.
The Foundation therefore prohibits its employees, including managers, members of its corporate bodies and collaborators from using confidential information for any purposes not connected to the exercise of their activities or to communicate or disclose it either inside or outside the Foundation.
2.4 Conflicts of interest
In order to respect the principle of correctness and transparency, as well as to ensure the confidence of the community and beneficiaries in its work, the Foundation makes sure that no recipients of this Code are in a position of real or even only potential conflict of interest.
Employees of the Foundation cannot enter into business deals or into any professional activities that might compete with the interests of the Foundation or with its objectives, as indicated in the Articles of Association and as referred to in this Code, unless expressly authorised to do so by the director.
Collaborators must, however, inform the Foundation if they perform any professional activities that converge with the interests of the Foundation and with its objectives, as indicated in its Articles of Association and as referred to in this Code.
It is the duty of all employees, collaborators and members of the corporate bodies of the Foundation to avoid and prevent the rise of any conflict of interest.
2.5 Environmental protection
The Fondazione Accademia Carrara takes into consideration environmental aspects, ensuring that all work is carried out in a manner that is compatible with the principles of sustainability.
It is also aware of the impact its activities may have on the social and economic development, and on the quality of life, of its local area. For this reason, it is committed to strict compliance with all environmental laws and regulations applicable to its sector, safeguarding the surrounding environment and contributing to the sustainable development of the territory.
2.6 Protection of copyright and industrial property rights
In carrying out its activities, the Foundation works to avoid any situation of conflict or infringement of copyright or industrial property rights held by third parties and calls upon all those who work in the interest of the Foundation to comply with all existing regulations to protect said rights.
2.7 Internal relationsThe Foundation recognises the value of its staff by protecting their physical and moral well-being and working to ensure the constant improvement of their technical and professional skills, and it works:
- to encourage the sharing of information, knowledge, experience, and professional skills both inside the Foundation and, where appropriate, also outside;
- to facilitate group work and a sense of shared objectives and attitudes that can lead to the creation of new value
The recipients of this Code interact with each other avoiding any discrimination based on age, state of health, sex, religion, race, or political or cultural opinions, and they base their conduct on respect for good manners.
The relationships between recipients are based on respect for others and for the work they carry out within the organisation.
3.Relations with the staff
The provisions, principles and obligations outlined in this paragraph refer to all the recipients of this Code, including the staff and managers of other companies with whom joint or coordinated activities are being carried out, even on a temporary basis.
- Personnel are hired in compliance with regular employment contracts, since no form of non-compliant or in any way irregular work relationship is permitted.
- The selection of personnel is subject to verification of the candidate’s full compliance with the professional profile required by the Foundation, in compliance with equal opportunities criteria, so that all members of staff can enjoy fair treatment based on merit. The Foundation adopts appropriate measures to avoid any form of favouritism, nepotism or cronyism during the selection and recruitment process.
- Every employee and collaborator must act loyally and in good faith, respecting all contractual obligations and ensuring the correct performance of the services requested.
- In the performance of their duties, members of staff must respect the law and ensure that their conduct and behaviour comply with the provisions of this Code.
- Employees must refrain from any behaviour and any decision that may directly or indirectly favour their own private interests.
3.1 Employment of undocumented workers
The Fondazione Accademia Carrara also considers as a mandatory principle the employment only of personnel who are fully compliant with applicable immigration laws. In consideration of the above, all recipients of this Code must:
- not make use of human resources that are not in full compliance with applicable provisions regarding residence permits;
- request all suppliers, who are called upon to provide services or work in compliance with the provisions and with the rules of the Foundation, to use only personnel who are in compliance with applicable provisions concerning residence permits.
3.2 Use of IT and ICT systems
The Foundation rules that the recipients of this Code are absolutely prohibited from altering in any way the functioning of any IT or ICT system or from intervening in any way, without prior authorisation, on data, information or programs contained in any such systems.
In particular, all employees and collaborators are required:
- to comply with all current regulations and with the terms of the licence agreements signed by the Foundation;
- to adopt correct and transparent behaviour when using any IT means or system;
- to refrain from any activity that may lead to the modification, suppression or fraudulent creation of public or private IT documents that might have evidentiary value and, in any case, to refrain from illegally accessing the Foundation’s IT or ICT system in order to modify or suppress data, documents or information stored therein;
- to refrain from engaging in any activity that might damage or interrupt a third-party IT or ICT system, whether public or private, and to refrain from introducing equipment, devices or computer programs that might damage or interrupt an IT or telecommunications system;
- not to access websites that are not related to their assigned duties, not to participate, for non-professional reasons, in forums, and not to use chat lines or bulletin boards;
- to avoid disclosing their password or PC access code;
- always to use only their own password and access code;
- not to make unauthorised copies of licensed programs for personal, business or third-party use.
3.3 Safety and hygiene in the workplace
The Foundation is committed to disseminating and consolidating a culture of safety, raising awareness of risks, promoting responsible behaviour by all members of staff, and working to preserve the health and safety of its personnel, especially by means of preventive actions.
The activities of the Foundation must always be carried out in full compliance with current laws on prevention and protection; management shall adopt advanced criteria for environmental protection and energy efficiency, pursuing the improvement of health and safety conditions in the workplace.
To achieve this, the Foundation undertakes to adopt technical and organisational measures concerning:
- the introduction of an integrated risk and security management system;
- the constant analysis of risks and of critical aspects in the processes and resources to be protected;
- the adoption of the best technologies to prevent the occurrence of risks relating to the safety and/or health of employees;
- ithe monitoring and updating of work methods;
- interventi formativi e di comunicazione.
4.Fundamental principles governing relations with private entities
As well as in its interactions, whether direct or indirect, with public administrations (see point 7), the Foundation undertakes to combat corruption in its relationships with companies and private entities.
To this end, the Fondazione Accademia Carrara has drafted a code of conduct to prevent corruption, identifying particularly sensitive activities within the various corporate processes, through which it would be possible for staff to allow it to occur.
The Fondazione Accademia Carrara does, however, reiterate that the following, which are given by way of example only and are by no means exhaustive, are prohibited:
- the simulation of fictitious expenses, higher than those actually incurred, in order to create hidden funds;
- the purchase of goods or services to be given to top managers of private companies or to persons under their direction or supervision, in order to obtain from them conduct that is disloyal and economically disadvantageous for the companies they represent;
- giving or promising money or other benefits to top managers, or to persons under their direction or supervision, in order to obtain from them an advantage for the Foundation, committing acts that violate the obligations of their office or of their obligation to be loyal, while causing damage to their company.
5.Relations with suppliers and contractors
In its relations with suppliers and subcontractors, the Foundation is inspired by the principles of legality, loyalty, and efficiency, and it establishes relationships with them with the highest degree of professionalism and mutual collaboration. The choice of suppliers and contractors is inspired by principles of objectivity, competence, value for money, transparency, and fairness, in compliance with its internal procedures.
To achieve this, the Foundation ensures that it:
- complies with all applicable laws and regulations;
- does not prevent any company that meets the requirements from competing to obtain part of the work or supply;
- selects suppliers and contractors and evaluates their offers on the basis of quality and the value for money of the services and products supplied, and on their technical and professional suitability, respect for the environment, and social commitment;
- conducts its business transactions in a transparent and fair manner, guaranteeing:
- scrupulous compliance with the minimum requirements that are set and requested for selecting parties that offer goods and/or services that the Foundation intends to acquire;
- criteria for the assessment of offers;
- that it will request and obtain all the necessary information concerning the commercial and professional reliability of suppliers, contractors, and partners.
- requests the cooperation of suppliers and contractors in order to satisfy the Foundation’s needs in terms of quality and delivery times, in compliance with rules that are freely agreed upon;
- maintains frank, open dialogue with suppliers and contractors, in keeping with good commercial practices;
- does not divulge any information that, by decision of the Foundation or on the basis of agreements with the supplier, must remain confidential.
6.Payments and revenues
The Foundation carries out its activities in full compliance with all applicable currency and anti-money-laundering regulations in the countries in which it operates and with the regulations laid down by the competent authorities.
To this end, employees and collaborators must avoid carrying out any transactions that may be suspicious in terms of correctness or transparency. In particular, employees and collaborators undertake to acquire prior information about their commercial counterparts in order to verify their respectability and the legitimacy of their activities; they also undertake to work in such a way as to avoid any involvement in operations that may be even only potentially suitable for laundering money from illegal or criminal activities, thus acting in full compliance with primary and secondary anti-money-laundering legislation.
To avoid making or receiving undue payments or suchlike, employees and collaborators must comply with the following principles, regarding documentation and record- keeping, in all their negotiations:
- All payments and other transfers made by, or in favour of, the Foundation shall be accurately and fully registered in the account books and statutory accounts;
- All payments shall be made solely to the recipients, for such activities as have been agreed by contract and/or approved by the Foundation;
- False, incomplete or misleading registrations must not be made, no hidden or unregistered funds may be set up, and no funds may be deposited in personal accounts or in accounts that do not belong to the Foundation;
- No unauthorised use of the Foundation’s funds or resources is permitted;
- No payment may be made in cash or by means of payment to the bearer.
7.Relations with public administrations
7.1 Integrity and independence in relationships
All relationships with persons who may be considered as public officials or representatives of public services must be held in full compliance with current laws and regulations. Such relationships therefore take place exclusively through persons who are duly authorised by the Foundation and who have no conflict of interest with regard to the representatives of the institutions.
7.2 Benefits and gifts
The Foundation condemns any conduct, by anyone, that involves the promise or offer, whether directly or indirectly, of gifts, presents or any type of benefit to Italian or foreign public officials and/or representatives of public services, or their relatives, from which any undue or illicit interest and/or advantage can be obtained for the Foundation.
The Fondazione Accademia Carrara does not accept any form of gift except those of a customary nature and of modest value, such that they cannot be construed as given in the expectation of undue favours. and that do not compromise the integrity, independence, and reputation of either of the two parties. In any case, this type of expense must be authorised and documented. With regard to representatives or employees of public administrations, it is forbidden to seek or establish personal relations of favour, influence, or interference that, directly or indirectly, might influence the effects of the relationship.
7.3 Management of requests to public administrations
In the context of any business negotiation, any request, or dealings with public administrations in Italy or abroad, no attempt should for any reason be made to illegitimately influence the decisions of public officials or of those responsible for public services, and certainly not in order to obtain any undue or illicit profit or advantage for the Foundation.
By way of example, though incomplete, the following actions shall not be undertaken, whether directly or indirectly:
- Considering or – in any way – offering employment and/or commercial opportunities that may benefit public officials and/or representatives of public services, or their relatives, and the like.
- Offering gifts, other than of modest entity and in compliance with approved Foundation procedures.
- Soliciting or obtaining confidential information that may compromise the integrity or the reputation of either party.
- Abusing one’s position or powers to induce or force someone to unduly promise money or other benefits to oneself or to others.
7.4 Funding, contributions, and grants
It is forbidden to use contributions, grants, or funds obtained from institutional founders, the state, any other public body, or from the European Union, for purposes other than those for which they were intended.
The Foundation condemns any action that aims to obtain from the State, from the European Union or from any other national and foreign public body, any type of contribution, funding, subsidised loan or other disbursement of similar nature, by means of declarations and/or documents altered or falsified for the purpose, or by omitting information or, more generally, by any form of artifice or deception, including those made using an IT or ICT system, with the intent of misleading the issuing body.
Designated employees need to pay the greatest attention to the meticulous registration and reporting of every document drafted by them and/or transmitted to the public administration and to public bodies in general.
8.Relations with sponsors and funders
In its dealings with sponsors and funders, the Foundation bases its conduct on the principle of maximum transparency and correctness. The Foundation is committed to respecting the privacy of sponsors and to managing funds received from them in accordance with their wishes. The Foundation also undertakes to provide each potential sponsor with full information about the Foundation and its activities.
The Foundation undertakes to respect the rights of donors, by:
- providing detailed information about the Foundation’s mission, and about how the funds will be used;
- providing information on the identity of members of the Board of Directors and ensuring that they are able to carry out their safeguarding role without any restrictions;
- providing the most up-to-date version of the financial statements;
- making sure that the funds are used for the intended purposes;
- offering funders the recognition owed them;
- ensuring that all information concerning donations is treated with full respect and confidentiality, in compliance with current legislation.
9.Operating procedures and accounting data
Members of the corporate bodies, executives and employees, as well as all those who have relations with the Foundation, are required to comply meticulously with the procedures governing the conduct of each operation/transaction, also in term of how financial resources are used. Each operation must be backed up by clear, adequate and complete documentation, which is to be kept in the records, so as to ensure that the motivations for and the characteristics of the operation, and the identities of all parties involved, can be checked at any time. The documentation of the basic facts of the operation, which are to be reported in the accounts, must be complete, clear, truthful, and accurate, and must be kept in the records for verification as and when required. It must also allow for the identification of those parties that intervened in their various capacities. The associated entry in the accounts must also fully reflect, in a complete, clear, truthful, and accurate manner, what is described in the supporting documents. In the case of economic and financial elements based on valuations, the entry must be made in full compliance with criteria of reasonableness and prudence, clearly illustrating, in the related documentation, the criteria that formed the basis for establishing the value of the asset. All those who carry out operations and/or transactions involving sums of money, goods, or other assets assessable in monetary terms that belong to the Foundation, must act with specific authorisation and, upon request, must provide valid evidence for full verification at any time. Each member of staff is responsible for the truthfulness, authenticity, and originality of the documentation and of the information provided while performing his or her tasks.
10.Drafting of corporate and accounting documents
The drafting of the financial statement and any other type of accounting documentation must comply with current laws and regulations, adopt the most advanced accounting practices and principles, and be inspired by the principle of transparency in relations with stakeholders, faithfully recording management data in a clear, truthful and correct manner, in compliance with internal procedures.
To this end:
Adequate supporting documentation must be kept on file for each operation, so as to allow for easy entry in the accounts, full reconstruction of the operation, and the identification of any responsibilities.
Similarly, the Foundation reaffirms that the financial statement must represent the Foundation’s economic, capital or financial situation in a manner that is truthful, clear and complete.
The directors must not prevent or in any way hinder monitoring activities by the board of auditors, shareholders, or auditing company.
The Board of Directors, executives, collaborators, and employees are required to keep the information and documents they acquire while performing their tasks confidential and not to use them for their own benefit.
11.Methods for disseminating the Code, monitoring and sanctions
11.1 Verification of irregularities
The present Code of Ethics and its future updates, when approved by the competent bodies, are made known to the members of the corporate bodies of the Foundation, to the executives and to employees by personal delivery to each one, with acknowledgment of receipt. Each member, executive and employee is obliged to comply with the provisions of this Code and, therefore, the conduct and activity of each member, executive and employee must comply with the principles it contains; no declarations of complete or partial ignorance of this Code will be admitted in the event of non-compliance with the same. The Foundation guarantees that no one will suffer retaliation, illicit treatment, inconvenience, or discrimination of any kind if they report any violation of this Code of Ethics or of its internal procedures. Following any report of irregularities, the Foundation will promptly perform such checks as may be necessary and will adopt disciplinary measures, including fines, and in cases of criminal relevance, it will report the event to the competent authority.
Violation of the principles set forth in the Code of Ethics jeopardises the relationship of trust between the Foundation and members of its corporate bodies, and constitutes grounds for revocation for just cause. Violation of the principles established in the Code of Ethics by executives and employees, consultants, collaborators in various capacities, clients, suppliers, and commercial and financial partners jeopardises the relationship of trust between them and the Foundation. For employees of the Foundation, violation of the rules of the Code of Ethics constitutes non-fulfilment of the primary obligations of their employment relationship or a disciplinary offence, and it leads to the adoption of proportionate disciplinary measures in relation to the severity, recidivism or degree of the misdeed, in compliance with the regulations set out in Art. 7 of the Statuto dei Lavoratori (workers’ statute), of the Italian national collective contracts applied to employees of the Foundation, and of the Sistema Disciplinare (disciplinary system) pursuant to Italian Legislative Decree no. 231/01, for any legal consequence, also with regard to the conservation of the employment relationship and compensation for damages. This Code of Ethics is approved by the Board of Directors of the Foundation. Each update of the same will be approved by the Board of Directors of the Foundation. As well as publishing its financial statements and annual report on the website, the Foundation undertakes to disclose information that may provide a full understanding of the activities carried out, possible effects for the community, and future programmes.