CHAPTER I
PRINCIPLES FOR ACTION AND GOOD PRACTICE
ARTICLE 1. - Aim, mission and objectives.
The object, mission and aims of the Rafael del Pino Foundation (hereinafter, the Foundation) are inspired by the principles of the defence of general interests, freedom of enterprise, entrepreneurial and innovative spirit, rigour, vocation for service and transparency. All this in accordance with the will of Don Rafael del Pino y Moreno, the Founder, one of the most relevant Spanish businessmen of the 20th century, whose concern and entrepreneurial spirit led him in 1999 to create the Foundation that bears his name.
The Foundation's objectives are the training of Spanish leaders, the promotion of individual initiative, the defence of free market principles and freedom of enterprise, the promotion of entrepreneurial activity, the contribution to the improvement of the health and living conditions of citizens and the improvement of knowledge of Spanish history and the protection of Spain's cultural heritage.
The Foundation is aware of the need to adopt good corporate governance practices as a necessary element for the proper development of its foundational purposes and for the promotion of its philanthropic function.
To this end, the purpose of this code of conduct and good corporate governance (hereinafter, the "Code") is to complement the Foundation's Articles of Association by establishing a set of rules and procedures that help the Foundation: (i) to comply with
efficiently carry out its mission under the terms decided by its Founder; and (ii) carry out its activity in a transparent and accountable manner.
This Code has taken into account European and international recommendations on the subject and the principles of the Spanish Association of Foundations.
ARTICLE 2 - Transparency, communication and accountability.
The Foundation shall keep true and accurate accounts so that the transactions carried out can be accurately recorded in chronological order.
The Foundation shall make its aims, activities and beneficiaries known to society. To this end, it shall publicise its Statutes, this Code and the composition of its governing bodies on its website.
The Foundation shall publish an annual report on its website, the drafting of which shall follow the usual lines in the foundation sector and generally accepted international recommendations. The report shall include a section on the degree of compliance with this Code and, where appropriate, the causes of any non-compliance.
Likewise, independently of the rendering of accounts to the Protectorate, the Foundation shall publish on its website its annual accounts, submitted to external audit, a report on activities and any other economic, financial or other information that the Board of Trustees considers relevant.
The President of the Board of Trustees and the Director of the Foundation are the Foundation's main channel of communication in order to disseminate the mission, actions and results achieved. The Trustees of the Foundation, where appropriate, will collaborate with this strategy.
ARTICLE 3 - Legality and ethical behaviour.
The Foundation, the members of the governing bodies and employees shall always act with honesty and loyalty, complying with all legal obligations in force.
To this end, the Foundation, the members of its governing bodies and its employees shall comply with the following:
(i) Respect for legality and human rights.
(ii) Ethical integrity.
(iii) Pursuit of excellence.
(iv) Promotion of the principles of equal opportunities, merit and capacity.
(v) Respectful, fair and non-discriminatory treatment in the employment context.
(vi) Security and appropriate use of information.
(vii) Corporate compliance, control of the legality of its conduct and crime prevention.
ARTICLE 4 - Optimisation of resources, control and financial supervision.
The Foundation shall administer its resources efficiently, seeking to optimise their application and establishing management control systems, so as to guarantee its financial autonomy and the continuity of its activity. Likewise, the Foundation shall ensure that the real value of its assets is maintained.
The Foundation shall have internal rules regarding the selection and management of temporary investments, in accordance with the rules and recommendations of the National Securities Market Commission. In particular, the Foundation shall be governed by a principle of prudence in the investments it makes.
The Foundation shall prepare a document on investment policy, liquidity requirements, risk tolerance, tax and legal obligations and any other relevant circumstances, which shall be submitted to the Board of Trustees for consideration. This document shall be published on the website.
In the procurement of goods and services from third parties, the Foundation shall comply with the principles of objectivity and efficiency.
The Foundation may accept financial contributions of lawful and transparent origin as long as they do not jeopardise the objectives and aims of the Foundation.
ARTICLE 5 - Social responsibility.
The Foundation will analyse the economic and social situation in which its activities are carried out and will be proactive in generating new initiatives.
The actions of the Foundation, in accordance with its foundational purposes, shall be directed towards and have as a reference its impact on the general interest.
CHAPTER II
GOVERNANCE STRUCTURE
ARTICLE 6 - Board of Trustees: Composition and powers.
The Board of Trustees is the governing and representative body of the Foundation.
The Foundation's Statutes regulate the size, organisation, functioning and powers of the Board of Trustees.
Within the limits set by the Statutes, the number of members of the Board of Trustees shall be such as to ensure the effective and participatory functioning of the Board.
ARTICLE 7 - Presidency and vice-presidency of the Board of Trustees.
The President of the Board of Trustees shall in turn be the President of the Foundation and shall exercise the high representation of the Foundation before all kinds of persons and public or private authorities.
The President of the Board of Trustees shall also be the President of the Executive Committee and of the Advisory Council.
The Board of Trustees may appoint a Vice-President, who shall perform the functions of the President of the Foundation in cases of illness, absence, impossibility or delegation of the latter.
The Vice-Chairman may also perform any other function entrusted to him/her by the Board of Trustees.
ARTICLE 8 - Operation and adoption of resolutions of the Board of Trustees.
The Board of Trustees shall meet at least twice a year. The first meeting shall take place within the first six months of the financial year and its purpose, but not exclusively, shall be to approve the annual accounts of the previous year. Another meeting shall be held in the last quarter of the year to approve the action plan for the following year.
In addition to the two compulsory meetings indicated above, the Board of Trustees may meet as often as necessary for the proper running of the Foundation. In this way, the Board of Trustees shall meet as many times as it is convened by the President, on his own initiative or at the request of at least one third of its members.
The notice of meeting shall be issued at least five days before the date of the meeting, stating the agenda and the place and date of the meeting.
On the occasion of this meeting, the Trustees shall receive the information and documentation necessary for the meeting to take place.
In order for the resolutions of the Board of Trustees to be valid, at least a majority of its members must be present and represented at the meetings at which they are adopted.
Resolutions shall be adopted by a simple majority of votes, except in those cases in which the Statutes or the law may require qualified majorities.
ARTICLE 9. - The Trustees: Duties and Responsibilities.
The members of the Board of Trustees of the Foundation shall fulfil the following obligations:
(i) To know, understand and support the mission of the Foundation.
(ii) Always act with loyalty and in defence of the interests of the Foundation and take care of its public image.
(iii) Keep informed about the Foundation's mission, programmes and strategies.
(iv) To attend the meetings of the Board of Trustees and, where appropriate, its Committees.
(v) Adequately prepare the meetings of the Board of Trustees and, where appropriate, of its Committees, diligently informing themselves on the matters to be dealt with.
(vi) Participate actively in meetings, contributing to the enrichment of discussions and informed decision-making. If they are unable to attend meetings, they shall endeavour to delegate their representation and vote to another Trustee.
(vii) Overseeing the implementation of policies and strategies and monitoring the Foundation's activities, as well as ensuring that investment performance is optimised and resources are well managed.
(viii) To study the financial statements of the Foundation and, if appropriate, to approve the annual accounts within a maximum period of six months from the close of each financial year, as well as to supervise the management of the Foundation's assets.
(ix) To ensure that the resolutions adopted by the Board of Trustees are in accordance with the Law, the Statutes, this Code and the interests of the Foundation.
(x) Maintain the confidentiality of the deliberations of the meetings of the Board of Trustees, as well as of any internal information to which they have access in the exercise of their office, even after they have ceased to hold office.
(xi) Avoid any situation of conflict of interest, understood as any situation in which the personal or professional interests of a member of the Board of Trustees or of a person related to it are in conflict with the interests of the Foundation.
For these purposes, the following shall be considered to be related persons: (a) the spouse or person with a similar relationship of affectivity; (b) the ascendants, descendants and siblings of the employer or of his spouse or person with a similar relationship of affectivity; (c) the spouses of the ascendants, descendants and siblings of the employer; and (e) the companies or entities in which the employer holds directly or indirectly, even through an interposed person, a stake that gives him a significant influence or holds a position in them or in their parent company on the administrative body or in senior management. For these purposes, significant influence is presumed to be conferred by any holding equal to or greater than 10% of the share capital or voting rights or by virtue of which it has been possible to obtain, de jure or de facto, representation on the administrative body of the entity in question.
(xii) Not to make use of the assets of the Foundation or use his or her position for the personal benefit of the Trustee or a related person.
(xiii) Not to give or accept gifts or presents, in the performance of his or her duties, to himself or herself or to related persons, of such significance as to constitute a conflict of interest.
(xiv) Inform the Board of Trustees as soon as possible and keep it informed of those situations that affect them personally and which, due to their importance, could affect the normal performance of their duties or put the interests of the Foundation at risk.
ARTICLE 10. - Gratuitousness of the offices of the Board of Trustees.
The Trustees shall hold their office free of charge, without prejudice to the right to be reimbursed for the duly justified expenses that the office may cause them in the exercise of their functions. However, the Board of Trustees may establish an appropriate remuneration for those Trustees who provide the Foundation with services other than those involved in the performance of their duties as members of the Board of Trustees, subject to the prior authorisation of the Protectorate.
ARTICLE 11. - Appointment of the members of the Board of Trustees.
The appointment of the members of the Board of Trustees shall be made in the manner provided for in the Statutes.
The Board of Trustees shall endeavour to ensure that the offices of Trustees are held by persons of recognised prestige in the different fields to which the aims of the Foundation extend.
For the appointment, renewal and replacement of the members of the Board of Trustees, the level of suitability of the profile of each candidate will be taken into account, as well as their vocation and experience in the Foundation's sector of activity. In particular, with a view to possible renewals, the performance, availability and commitment of each Trustee will be analysed.
ARTICLE 12. - The Executive Committee.
In order to ensure the efficient functioning of the Foundation, the Board of Trustees may delegate all or part of its functions to an Executive Committee, the size, organisation and powers of which are provided for in the Foundation's Statutes.
The Executive Committee shall be governed, on a supplementary basis, by the rules of operation established for the Board of Trustees in the Statutes of the Foundation and in this Code.
ARTICLE 13. - The Advisory Council of the Board of Trustees.
In accordance with the Foundation's Articles of Association, the Board of Trustees has appointed an Advisory Council of a consultative nature, whose function is to collaborate with the Board of Trustees in the choice of activities to be carried out or in the selection of the beneficiaries of the Foundation's services. The size, organisation and powers of the Advisory Council are set out in the Foundation's Articles of Association.
The office of member of the Advisory Council may be remunerated in accordance with the decision of the Board of Trustees.
ARTICLE 14. - The Investment Advisory Committee.
The Board of Trustees may appoint an advisory Investment Advisory Committee to assist in optimising the financial performance of the Foundation's investment portfolio.
This Committee shall have four members and the term of office shall be two years.
The position of a member of the Investment Advisory Committee may be remunerated in accordance with the decision of the Board of Trustees or the Executive Committee.
The members of this Committee shall meet at least four times a year, with one meeting per calendar quarter.
The Director of the Foundation shall participate in the meetings and act as Secretary of the meetings.
ARTICLE 15. - Other support bodies.
The Board of Trustees and, where appropriate, the Executive Committee by delegation of the Board of Trustees, may constitute, as support for the exercise of its functions, other advisory, control and supervisory bodies in relation to the Foundation's financial information and compliance with legal and good governance requirements.
ARTICLE 16. - The Director: Duties and responsibilities.
The Director shall have the powers attributed to him/her by the Statutes of the Foundation, the Board of Trustees and the Executive Committee.
The Director must be guided by the principles of diligence and accountability. As the person most responsible for the day-to-day management and execution of the resolutions adopted by the Board of Trustees and the Executive Committee, he/she must be particularly committed to promoting professional conduct and compliance with the Foundation's values among employees.
To this end, the Director shall comply with the obligations laid down for Trustees in Article 9 above in all that is appropriate to the nature of his or her position.
ARTICLE 17.- The Secretary and the Deputy Secretary
The Secretary of the Board of Trustees shall be appointed by the Board of Trustees, at the proposal of the President. If the appointed Secretary is not a Trustee, he/she shall have the right to speak but not to vote at the meetings of the Board of Trustees. The powers of the Secretary are set out in the Statutes of the Foundation.
In turn, the Board of Trustees may appoint a Deputy Secretary, whose function shall be to replace the Secretary, with full powers, in the event of illness, absence or inability to act of the Secretary.
The Secretary and, if applicable, the Vice-Secretary who are not Trustees shall fulfil the obligations foreseen for Trustees in Article 9 above in all that is appropriate to the nature of their position.
CHAPTER III
ACCEPTANCE OF, COMPLIANCE WITH AND VERIFICATION OF GOOD GOVERNANCE STANDARDS AND
GOOD PRACTICE
ARTICLE 18. - Acceptance and compliance with the Code.
This Code shall apply to all persons involved in the fulfilment of the aims of the Foundation.
In particular, this Code shall be applicable, as appropriate, to all the collegiate and unipersonal bodies of the Foundation, to its members, to the management and direction team, to the working groups or commissions set up within the Foundation, as well as to its employees.
The Foundation will disseminate this Code by forwarding it to the persons indicated.
ARTICLE 19. - Monitoring and control of the application.
The Board of Trustees shall ensure the monitoring and control of the application of this Code, as well as its dissemination, knowledge and interpretation. Likewise, the Board of Trustees shall make such recommendations and proposals as may be necessary to keep it up to date and improve its content.
ARTICLE 20. - Validity and modification.
The Code has been approved by the Board of Trustees at its meeting on 31 May 2023 and will enter into force on the same day.
Any modification of the Code shall require the corresponding agreement of the Board of Trustees.