Articles of Association - Section V

Share
Print
Send

MANAGEMENT COMMITTEE

ARTICLE 12 

1. The Management Committee is composed of five members, including the Chair and Vice Chair, who are members by right.

2. In addition to naming the Chair and the Vice Chair, as provided for by art. 7.1 and 7.2, at its first meeting the “Consiglio Generale” also appoints the other members of the Management Committee, taking into account the territories in which the Compagnia primarily carries out its activities.

3. The members of the Management Committee can also be chosen from within the “Consiglio Generale”. In this case, should the thus appointed Councilor accept the office, he/she shall forfeit the office held in the policy-making body and shall be substituted as provided in art. 9.2.

4. The members of the Management Committee must fulfill the requirements of honorability and professional competence referred to in art. 6.3 of these Articles. The resolution relevant to their appointment must indicate the selection method used and the existence the requirements of professional competence, experience and skills that are consistent with the specific aspects of the function to be carried out.

5. The Management Committee shall stay in office for as long as the “Consiglio Generale” and shall expire with it.

6. The “Consiglio Generale” can at any time decide to exercise the liability action against one or more members of the administration body or the control body in case of serious breach of the duties of their office. The resolution to exercise the liability action involves the revocation from office of those against whom said action is exercised.

7. Members of the Management Committee that renounce their position must communicate it by written notice to the Chair and to the Chair of the Board of Auditors. If, due to resignation or any other causes, one or more members of the Management Committee cease from office, the “Consiglio Generale” shall promptly substitute them, possibly during the first subsequent meeting. If, due to resignation or any other causes, the majority of the members of the Management Committee cease from office, the entire Committee shall be considered to be resigning, and the Chair shall promptly summon the “Consiglio Generale” so that it may appoint the new members.

8. The members of the Management Committee, including, if the case need be, the Chair, appointed by the “Consiglio Generale” in conformity with the provisions of the above paragraphs, shall last in office for the residual time that the substituted members would have been entitled to. 

ARTICLE 13

1. The Management Committee has all the powers needed for the ordinary and extraordinary management of the Compagnia. To the competence of the Management Committee are reserved the appointment and revocation of the Secretary-General and the determination of the relevant remuneration.

The adoption of the urgent measures provided for by art. 7.6 lies within the competence of the Chair, in his/her capacity of legal representative with power of signature before third parties and on trial. For specific operations, the Management Committee can each time grant the necessary powers to the Chair, to one of its members, or to the Secretary-General.

2. In general, decision-making powers relevant to expenses and out-payments in priority sectors can be granted to the Chair. The latter must refer periodically to the Management Committee.

3. The provisions of art. 6.12 of these Articles of Association shall apply to the members of the Management Committee who are in conflict with the interests of the Compagnia.

4. In addition to the refund of the expenses occasioned by their office, the members of the Management Committee shall be entitled to a fixed yearly remuneration and to the attendance fees determined by the “Consiglio Generale”, having heard the Board of Auditors’ opinion. 

ARTICLE 14 

1. The Management Committee is summoned by the Chair at least every two months and, in any case, every time the Chair deems it appropriate, or upon written request by two members. The Chair fixes the agenda.

2. The meetings of the Management Committee are normally held at the premises of the Compagnia; however, they can also be held anywhere else, in Italy or abroad and, in cases of exceptional need and urgency, also by teleconference.

3. The notice of convocation, with the outlined indication of the subject-matters to be treated, must be sent through any suitable means that can ensure its receipt by the members of the Management Committee and the Auditors at least five days prior to the day fixed for the meeting.

4. In case of particular urgency, the convocation can take place through a simple prior notice of 48 hours.

5. Towards the validity of the resolutions, the presence of the majority of the members is necessary, and the relevant resolutions are taken by majority of the present members; in case of an even vote, the vote of the chairing person will prevail. For resolutions relevant to persons, the Management Committee can set particular voting procedures.

6. The Secretary-General participates in the meetings of the Management Committee.

7. The minutes of the Management Committee’s resolutions are drafted and copied on the register of minutes by the Secretary-General of the Compagnia, who acts as Committee Secretary and who can have other persons help him/her. In case of absence of the Secretary-General, the Secretary’s functions shall be carried out by another person designated by the Committee.