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Section IV - CONSIGLIO GENERALE

ARTICLE 8

 

1. The Consiglio Generale is made up of twenty-one members, seventeen of whom are thus designated:

 

a) two by the City of Turin;

 

b) one by the Piedmont Regional Council;

 

c) one by Turin Provincial Administration;

 

d) one by the City of Genoa;

 

e) two by the Chamber of Commerce, Industry, Handicraft and Agriculture of Turin;

 

f) one by the Chamber of Commerce, Industry, Handicraft and Agriculture of Genoa;

 

g) one by the Chamber of Commerce, Industry, Handicraft and Agriculture of Milan;

 

h) one by the Chamber of Commerce, Industry, Handicraft and Agriculture of Rome;

 

i) one by the Regional Union of Piedmontese Chambers of Commerce;

 

j) one by the Regional Council for Voluntary Work pursuant to Piedmont Regional law no. 38 of August 29 1994;

 

k) one by the Academy of Sciences of Turin, after alternating consultation with the category physical, mathematical and natural Sciences and the category moral, historic and philological Sciences;

 

l) one by the National Academy of the Lincei, after alternating consultation with the category moral, historic and philological Sciences and the category physical, mathematical and natural Sciences;

 

m) one by the National Commission on Equality and Equal Opportunities between Men and Women;

 

n) one by the pro-tempore President of the European Commission, having consulted CERN, ESA and the European University Institute;

 

o) one by a Body having its headquarters in one of the member states of the European Union that performs an institutional activity in one or more of the Compagnia's priority sectors of activity, to be indicated by the Consiglio Generale during a meeting held in the last year of the term of office, having effect only for the incoming policy-making body.

 

2. At least ninety days before the expiry date of the term of office of the Consiglio Generale, as envisaged in article 20.2 regarding article 9.1, the Chair shall invite the Bodies mentioned in paragraph 1 to appoint their respective nominees, providing each of them with a copy of these articles of association.

 

3. The Bodies mentioned in paragraph 1, at the latest within ninety days from the invitation date mentioned in the previous paragraph, shall designate, informing the Chair of the Compagnia of this in writing, prominent persons endowed with capacity and experience in at least one of the Compagnia's main sectors of activity illustrating, under this aspect, the reasons for the designation.

 

4. Should the designation not be made within the time limit established in the previous paragraph, the Chair of the Compagnia shall request the President of the Court of Turin to make the designation.

 

5. Four other members shall be part of the Consiglio Generale and they shall be co-opted by the Consiglio Generale in its first meeting.

 

6. The choice of the co-opted members shall be made among eminent Italian and foreign personalities in order to assure a balanced presence of persons with specific professional capacity in the Compagnia's priority sectors of activity.

 

ARTICLE 9

 

1. The Consiglio Generale shall serve for four years. The offices of all the members shall expire with the approval of the financial statements for the last year of office. They may be re-appointed only once.

 

2. Any member wishing to resign must do so by informing in writing the Chair and the Chair of the Board of Auditors. The member who vacates his/her office by resignation or other causes shall be replaced, by applying article 8, with the same procedure by which he/she was appointed or co-opted: the Chair shall act promptly to activate, according to the case, the designation by the Body which designated the resigning member or co-option by the Consiglio Generale.

 

3. The Consiglio Generale shall establish by issuing a regulation, in observance of the legal limits, the rules for serving as officers in subsidiary companies, namely in operating bodies, by members of the policy-making, administrative, management and control bodies, excluding in any case the aggregation of fees.

 

4. Members shall receive, in addition to expenses arising from their office, attendance fees determined by the Consiglio Generale on the proposal of the Chair, after consultation with the Board of Auditors.

 

ARTICLE 10

 

1. The Consiglio Generale shall meet at least twice a year for its obligations under article 20 and whenever it is necessary for the performance of its functions. The Chair shall convene meetings of the Consiglio Generale when he/she deems it appropriate and likewise, without delay, when he/she is requested to do so in writing by at least five members who shall indicate the reasons for their request.

 

2. The Chair shall set the agenda. Meetings shall be held as a rule at the Compagnia's headquarters. However, the Consiglio Generale may meet in any other place, in Italy and abroad.

 

3. The summons, with a brief indication of the topics to be discussed, must be sent, by any means that guarantees that the notification will be received, to the members and Auditors at least five days before the day set for the meeting. In cases of particular urgency, the summons may be served on just 48 hours' notice.

 

4. For resolutions to be valid, the majority of the members in office must be present and the resolutions must be approved by the majority of those present, except in the cases envisaged by the articles below.

 

5. For resolutions regarding amendments to these articles, a majority of two thirds of the votes of the members in office shall be necessary.

 

6. The resolutions regarding the following subjects require an absolute majority of the members in office:

 

a) co-opting members under the terms of article 8.6;

 

b) regulating acts or regulations for functioning under the terms of article 11.2, lett. b);

 

c) the appointment of the Chair, Vice-Chairs and other members of the Management Committee;

 

d) legal action against the Chair and other members of the Management Committee, or the members of the Board of Auditors;

 

e) the appointment or removal of members of the Board of Auditors;

 

f) the indication of the Body under the terms of article 8.1, lett. o).

 

7. Solely in the case of appointments, should the majority established in the previous paragraph not be reached after two consecutive votes, from the third vote resolutions shall be carried by the absolute majority of members present.

 

8. For resolutions regarding persons the Consiglio Generale may establish particular voting procedures. It may also establish further rules for its own functioning.

 

9. Members of the Management Committee may take part in the Consiglio Generale's meetings, without voting rights.

 

10. Should the Consiglio Generale not finish discussing all the items on the agenda in the course of the meeting convened for this purpose, the Chair shall adjourn the work for at most five working days.

 

11. The minutes of the Consiglio Generale's meetings shall be drawn up and transcribed in the minutes book by the Secretary-General who shall take part in such meetings. He/she will act as Secretary to the Consiglio Generale and may be assisted by other persons. In the absence of the Secretary-General, the above functions shall be performed by another person appointed by the Consiglio Generale.

 

ARTICLE 11

 

1. The Consiglio Generale shall decide the priorities, programmes and objectives of the Compagnia, and verify the results.

 

2. The Consiglio Generale shall have exclusive responsibility on the following issues:

 

a) power to modify the articles of association;

 

b) power to approve and modify regulating acts or regulations regarding the functioning of the Compagnia;

 

c) power to set up, on the proposal of the Management Committee, instrumental enterprises and the assumption of controlling interests in bodies and companies under the terms of article 4.1, lett. b) and c);

 

d) power to approve the financial statements, the annual planning document under the terms of article 20.4 and the multi-annual planning document mentioned in article 3.2;

 

e) power to appoint and remove the Chair, the Vice Chairs and the other members of the Management Committee and to decide upon the relevant emoluments;

 

f) power to appoint and remove the members of the Board of Auditors and to decide upon the relevant emoluments;

 

g) power to take legal action against the management and control bodies;

 

h) power to transform the Compagnia and decide on mergers.