Articles of Association




1. The Compagnia's governing bodies are:


a) the Chair;


b) the Consiglio Generale;


c) the Management Committee;


d) the Board of Auditors;


e) the Secretary-General.


2. The members of the bodies for policy-making, administration, management and control of the Compagnia shall be chosen from persons who:


a) have the requisites of honourability envisaged by Ministry of Treasury, Budget and Economic Planning decree no. 144 of March 18 1998 and successive amendments;


b) have not incurred any of the impediments nor are in situations that lead to the suspension from office, envisaged respectively by articles 4 and 6 of Ministry of Treasury, Budget and Economic Planning decree no. 161 of March 18 1998 and successive amendments;


c) have suitable cultural and professional qualifications and possess competence and experience in at least one of the Compagnia's main sectors of activity, as far as members of the policy-making and managerial bodies are concerned, whilst members of the control body shall possess the specific professional requisites indicated in article 15.2.


3. The members of the Management Committee, in addition to holding the general requisites of honourability and professional competence mentioned above, shall have specific professional qualifications, regarding experience acquired in the administrative and management field.


4. The offices of members of the Consiglio Generale, the Management Committee, the Board of Auditors and the Secretary-General are incompatible among themselves.


5. The following persons may not be members of the governing bodies of the Compagnia:


a) directors or employees of the bodies mentioned in article 8.1, nor subjects connected to them by collaboration ties even on a temporary basis;


b) the directors of subjects who benefit from the Compagnia's activities, except operating bodies and enterprises, with which the Compagnia has systematic and permanent relations;


c) those who hold functions of policy-making, management and control in other foundations under the terms of legislative decree no. 153 of May 17 1999;


d) the general manager of the conferred banking company;


e) members of the Italian and European Parliaments, the Cabinet, the Constitutional Court or other organs of government or constitutional importance, even at a local level;


f) members of regional, provincial and municipal Councils and of the Boards of Chambers of Commerce, Industry, Handicraft and Agriculture, Mayors, regional, provincial and municipal Councillors, the Presidents of regional and provincial governments;


g) employees of the Supervisory Authority for foundations pursuant to article 2, paragraph 1, lett. i) of law no. 461 of December 23 1998.


6. The cause of incompatibility arising after appointment to the body in question is a cause for suspension and, should it not be removed within thirty days from its occurrence, it shall cause the forfeiture of office. Likewise another cause of forfeiture of office shall arise should any of the requisites of honourability and professional competence necessary for appointment come to lack after appointment.


7. Each collective body shall verify for its own members the existence of the requisites and situations indicated in the previous paragraphs, taking the consequent measures within thirty days of verification. The Consiglio Generale shall conduct the verification concerning the Chairman and the Management Committee that for the Secretary-General.


8. Each member shall be obliged to communicate immediately to the body to which he/she belongs causes of forfeiture of office, suspension or incompatibility that regard him/her; should this not be the case the body to which he/she belongs shall in any case apply the relevant discipline, as soon as they become informed of this.


9. Should a member of the policy-making or management body find him/herself in conflicting interest with the Compagnia, he/she must communicate this immediately to the body to which he/she belongs and to the Board of Auditors, abstaining from taking part in the relevant resolutions.


10. Should the member not respect the obligations of communication and abstention mentioned in the previous paragraph, he/she shall be held liable for any damage that the Compagnia may incur.