The management of the Foundation corresponds to the Board of Trustees, the body that represents it and that is fully authorised to carry out the foundational activities established by the Articles of Association and the Code of Good Governance that are shown below.

Chapter I
Name, purpose and registered address

Article 1

The Foundation, which will be private and indefinite in nature, will be named “Banco Sabadell Foundation” and will be subject to the laws of the Catalonia regional government.

The Foundation’s domicile will be at Plaça de Sant Roc, 20, Sabadell, and may be moved to any other location in the Sabadell municipality by decision by the Board of Trustees, in accordance with the legislation in force.

Article 2

The activity and functioning of the Foundation will be governed by the Foundation’s Charter and these Articles of Association, the resolutions and supplementary regulations adopted by its governing bodies, and the directly applicable legislation.

Article 3

The Foundation will have full legal capacity to act, with no limitations other than those imposed expressly by the legal provisions applicable to this type of foundation and those established by these Articles of Association through the execution of its Charter as a public instrument and its registration in the Foundations Register of the Catalonia regional government.

Chapter II
Objectives of the foundation

Article 4

The goal of the Foundation, which will perform its functions in Spain, and primarily in Catalonia, will be to promote knowledge, training and research aimed at society as a whole in the social, educational, scientific and cultural areas.

The Foundation will promote initiatives focused on the well-being and advancement of society in general and on providing access to knowledge, both cultural and scientific, from a global, multidisciplinary perspective.

The Foundation will fulfil its objectives through its own programmes and in cooperation with public and private institutions.

Article 5

To fulfil its objectives, the Foundation will use the legal means that it deems most appropriate in each specific case.

Article 6

The Board of Trustees will establish the basic rules for allocating resources for the foundation’s purposes and for determining the beneficiaries, if any.

Chapter III
Funds and economic management

Article 7

The Foundation’s own funds will be used to fulfil the foundation’s objectives: The above-mentioned funds will be comprised of:

  1. The foundational capital, comprised of the initial endowment, as set out in the Foundation’s
    Charter.
  2. All other assets and rights which the Foundation accepts and receives with a view to increasing the foundational capital.
  3. All of the profits, income and proceeds, and other assets added to the Foundation’s funds, by any means or mechanism.

Article 8

The income-earning assets which form part of the foundation’s own funds may only be disposed of in order to reinvest the proceeds to acquire other income-earning assets or assets which better fulfil the foundation’s objectives.

Article 9

The assets that form part of the Foundation’s endowment may be allocated permanently to direct fulfilment of the foundation’s objectives, in the form of property, installations and chattels that are appropriate for this purpose. Those assets may only be disposed of for good and valuable consideration, except in the event that the Protectorate decides otherwise in a specific case.

Article 10

The Foundation’s Board of Trustees will draw up the inventory and financial statements, comprised of the balance sheet, income statement and notes to the financial statements, on an annual basis within six months from year-end, i.e. from 31 December.

The financial statements, signed by the secretary and countersigned by the chairman, must be presented to the Protectorate of the Catalonia regional government within 30 days of their approval by the Board of Trustees.

Article 11

Annual funds will be comprised of:

  1. Returns on assets.
  2. Positive balances that may arise from the foundation’s activities.
  3. Subsidies and other donations/gifts received for this purpose and which, therefore, need not be included in the foundation’s capital.

Article 12

The Foundation must allocate at least 70% of the income and other net annual revenues to the fulfillment of its objectives; the remainder must be allocated to fulfillment of the objectives in future periods or to increase the endowment. The Board of Trustees must approve the allocation of the revenues.

Article 13

The disposal of assets comprising the foundation’s own funds and the acceptance of inheritances and legacies will require a favorable vote by a qualified majority by the Board of Trustees, as established in article 29 of the Articles of Association, and in compliance with the applicable legal requirements.

Article 14

The Foundation’s accounting will conform to Spain’s general accounting rules and to the applicable tax legislation. The Foundation will keep a journal, an inventory and financial statements book and a minutes book. The books will be kept by the person appointed by the Board of Trustees.

Chapter IV
Governance of  the  foundation

Article 15

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.

Article 16

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.

Article 17

The members of of the Board of Trustees must expressly accept the position in order to take office.

Article 18

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.

Article 19

The Board of Trustees has the following powers, among others:

  1. 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.
  2. To re-appoint and remove trustees.
  3. To create management bodies, appoint their members and empower them accordingly.
  4. 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.
  5. To approve the financial statements, comprised of the balance sheet, income statement and notes to the financial statements.
  6. 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.
  7. 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.
  8. To make decisions in connection with the Foundation’s activities, approve programmes and allocate revenues.
  9. 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.
  10. 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.

Article 20

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.

Article 21

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.

Article 22

The Ordinary Meeting has the following powers:

  1. To examine and, if appropriate, approve the previous year’s financial statements, which must be authorised each year by the Board of Trustees.
  2. To approve the annual report and decide the activities to be implemented in the coming year.
  3. To decide on other issues included in the agenda.

Article 23

The Extraordinary Meeting may adopt resolutions on the matters envisaged in the meeting agenda.

Article 24

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.

Article 25

The chairman and, in his/her absence, the vice-chairman will be empowered to:

  1. Represent the Foundation in and out of court, except in those cases where the Board of
    Trustees appoints another representative.
  2. Call Ordinary and Extraordinary Meetings, in accordance with these Articles of Association.
  3. Submit the previous year’s financial statements to the Ordinary Meeting.
  4. Use his/her casting vote in the event of a tie.
  5. Exercise all the other powers established in these Articles of Association.

Article 26

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.

Article 27

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.

Article 28

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.

Article 29

The favorable vote of one-half plus one of its members of the Board of Trustees will be required for:

  1. The actions referred to in article 13 of these Articles of Association.
  2. The removal of trustees.
  3. 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.

Chapter V
Dissolution

Article 30

The Foundation will be dissolved only in the event that it becomes unable to fulfill its objectives due to the loss of its own funds or for other reasons, or in the event of any other situation established by law.

The dissolution of the Foundation will be decided by the Board of Trustees, which must justify the need or grounds, having regard always to the expressed or presumed intentions of the founders.

Article 31

In the event that a resolution to dissolve the Foundation is approved by the qualified majority established in article 29, the assets comprising the foundation’s own funds will be transferred to a public entity which pursues the general interest but is not a foundation or to a private non-profit entity with similar objectives to this foundation, as determined by the Board of Trustees; the recipient entity must also be a beneficiary of the special tax regime established under Act 49/2002, of 23 December, on Non-profit entities and tax incentives for sponsorship.

Code of Good Governance

You can see the Code of Good Governance approved by the Board of Directors of Banco Sabadell Foundation on 19 April 2016 to the Spanish version of the site by clicking here.

Team

Chair
Miquel Molins Nubiola
Director
Sonia Mulero Monroy
Executive Assistant to Chairman and Director
Inma Ángel Ruiz
Management Control
Responsible: Emilia Garcia Sánchez
Judit Vicente Guiu
Projects & External Relations
Director: Victoria García Córdoba
Nuria Morán García
Helena Roca Segarra