The Board of Trustees will oversee the governance and administration of the
Foundation, as it holds all of the powers required to fulfill the foundation’s objectives.
The Board of Trustees is a collegiate decision-making body which will be comprised of at least three and at most eleven members.
The Board will appoint trustees for a period of 4 years, and they may be re-appointed indefinitely for additional 4-year terms.
Trustees may be removed by a qualified majority vote by the Board, as envisioned in article 29 of these Articles of Association.
Trustees who are removed for any reason before their term is complete may be replaced by a resolution by the Board. If appointed, a replacement will complete the mandate of the trustee he/she replaced. However, he/she may be re-appointed under the same terms established for the other members of the Board of Trustees.
Appointments and re-appointments must be proposed by the Board of Directors of Banco de Sabadell, S.A., and removals will require a prior report by the Board of Directors to the Board of Trustees.
The members of of the Board of Trustees must expressly accept the position in order to take office.
Trustees are not remunerated for discharging their duties, but they are entitled to reimbursement of any expenses incurred in the process.
At all events, trustees who perform managerial or executive functions may be remunerated for performing them under a contractual relationship, including an employment contract.
The Board of Trustees has the following powers, among others:
- To appoint new trustees in the event that the Board increases in size, and to fill vacancies which arise for whatever reason, in accordance with the requirements established in these Articles of Association and the legislation in force.
- To re-appoint and remove trustees.
- To create management bodies, appoint their members and empower them accordingly.
- The legal acts and businesses related to the representation and governance of the Foundation, and the free administration and disposal of all of its assets, income and profits and the exercise of all of its rights and remedies, in line with the provisions of the law and of the Articles of Association.
- To approve the financial statements, comprised of the balance sheet, income statement and notes to the financial statements.
- To interpret these Articles of Association and to establish the supplementary rules deemed necessary, in accordance with the legislation in force, and to resolve any legal incidents that arise.
- To amend the Articles of Association, and decide on the merger, dissolution or addition to another foundation; these acts may not be executed without approval by the Protectorate.
- To make decisions in connection with the Foundation’s activities, approve programmes and allocate revenues.
- To ensure compliance with the foundation’s objectives and to approve all rules it deems necessary to that end, based on its interpretation of the founders’ intentions.
- And, in general, to perform all acts, to participate in legal transactions and to enter into any contract deemed appropriate for optimal administration and allocation of its income and assets; and to exercise the rights, actions and powers necessary for the most appropriate performance and compliance with the foundation’s objectives.
The Board of Trustees must obligatorily hold an Ordinary Meeting in the first half of each calendar year.
Extraordinary Meetings will be held as often as deemed appropriate by the chairman, at his/her own initiative or when requested by one-fourth of the Board’s members.
The chairman is responsible for providing notice of the meetings; the notice will contain the agenda and no valid resolutions may be made regarding any matters not included in the agenda.
Meetings will be called with at least 7 days’ advance notice.
The Ordinary Meeting has the following powers:
- To examine and, if appropriate, approve the previous year’s financial statements, which must be authorised each year by the Board of Trustees.
- To approve the annual report and decide the activities to be implemented in the coming year.
- To decide on other issues included in the agenda.
The Extraordinary Meeting may adopt resolutions on the matters envisaged in the meeting agenda.
The Board of Trustees will appoint from among its members a chairman, one or more vice-chairmen and a treasurer, who will hold office for a four-year term.
They may all be re-appointed indefinitely.
A secretary will also be appointed and will attend the meetings with the right to speak but without the right to vote unless he/she is a trustee.
If a director of the Foundation has been appointed, he/she will attend the meetings with the right to speak but without the right to vote if he/she is not a trustee.
The functions of the director will be undertaken by the secretary if no director has been appointed. The other trustees will be ordinary members.
The chairman and, in his/her absence, the vice-chairman will be empowered to:
- Represent the Foundation in and out of court, except in those cases where the Board of
Trustees appoints another representative.
- Call Ordinary and Extraordinary Meetings, in accordance with these Articles of Association.
- Submit the previous year’s financial statements to the Ordinary Meeting.
- Use his/her casting vote in the event of a tie.
- Exercise all the other powers established in these Articles of Association.
Each meeting of the Board of Trustees will be minuted and the minutes must be signed by the secretary and countersigned by the chairman or, in his/her absence, a vice-chairman. The secretary will deliver certifications countersigned by the chairman or, in his/her absence, a vice- chairman.
The secretary will keep the minutes book containing the list of attendees at each meeting, the form and result of voting and the verbatim text of the resolutions adopted.
He/she will sign the financial statements approved by the Board of Trustees, which will be countersigned by the chairman.
The treasurer will ensure that the monies received by the Foundation are deposited in a bank current account or savings account.
Marketable securities will be deposited in a bank in the name of the Foundation.
Except in those cases where these Articles of Association require a special majority, the
Meetings of the Board of Trustees will be quorate and may validly adopt resolutions when one-fifth
of its members are present, provided that the chairman or a vice-chairman is also in attendance. If the secretary is not present, one of the trustees will be appointed by the other attendees to discharge those duties.
Each trustee will have one vote. Resolutions will be adopted by simple majority.
Trustees must personally attend Board of Trustees meetings and are prohibited from granting proxy, given that the discharge of duties is strictly personal.
Legal entities must be represented in the Board of Trustees by a natural person with express powers; however, the person representing a public institution may grant proxy.
The favorable vote of one-half plus one of its members of the Board of Trustees will be required for:
- The actions referred to in article 13 of these Articles of Association.
- The removal of trustees.
- Amendments to the Articles of Association and the addition or merger with another foundation, demergers, dissolution and liquidation. Adoption of such resolutions also requires compliance with the provisions envisaged in Act 5/2001, of 2 May, on Foundations.