Statute

Art. 1 – Constitution
A foundation named “Guido Venosta Foundation” is hereby established, with its registered office in Milan, via Plinio 1. It is organized in accordance with the principles and legal framework of a Participation Foundation, within the broader category of Foundations governed by Articles 12 and following of the Civil Code. The Foundation is non-profit and cannot distribute any profits.
The objectives of the Foundation shall be carried out within the Lombardy Region.

Art. 2 – Delegations and Offices
Delegations and offices may be established by the Board of Directors both in Italy and abroad and publicized in the legally prescribed manner in order to carry out, in an ancillary and instrumental way with respect to the Foundation’s objectives, activities related to promotion as well as the development and expansion of the necessary network of national and international relationships in support of the Foundation itself.

Art. 3 – Objectives
The Foundation intends, by honoring Guido Venosta’s memory and drawing on his experiences, to promote and contribute to raising public education toward higher cultural ideals of solidarity, taking inspiration from the field of health, anchoring its actions in a concrete culture of information, and striving to develop an educational project capable of promoting more appropriate ways of living as preventive tools, as well as in the fight against cancer. Aware of the role played by non-profit organizations operating in the Third Sector, the Foundation aims to position itself as an innovative, propelling, and in-depth center for the establishment of more effective nonprofit management practices as well as for the analysis of the legislative and organizational issues arising therefrom, including those related to the interplay between legislation, ethics, science, and economics.
The Foundation will also be characterized by a marked interaction with European bodies and institutions in order to promote and disseminate internationally the insights of Guido Venosta, which were developed in the Lombard and national context.

Art. 4 – Instrumental, Ancillary, and Related Activities
To achieve its objectives, the Foundation may, among other things:
a) Enter into any appropriate act or contract, including for the financing of the approved operations, such as, without being limited to, taking on loans and mortgages, whether short or long term; leasing; acquiring properties under concession, loan, or purchase, whether as fee simple or with surface rights; and stipulating agreements of any kind—also registrable with public authorities—with Public or Private Entities, as may be deemed appropriate and useful for achieving the Foundation’s objectives;
b) Administer and manage the assets it owns, leases, borrows, or otherwise possesses;
c) Conclude agreements for outsourcing, as well as for studies, research, and consultancy; contribute to improving mechanisms for scientific and technological transfer;
d) Participate in associations, entities, and institutions, both public and private, whose activities are directly or indirectly aimed at pursuing objectives analogous to those of the Foundation; the Foundation may, if it deems appropriate, also take part in the establishment of the aforementioned bodies;
e) Establish or contribute to the establishment—always in an ancillary and instrumental manner, directly or indirectly—to the pursuit of its institutional objectives, of partnerships in the form of partnerships and/or joint-stock companies, as well as participate in companies of the same type;
f) Promote and organize events, conferences, meetings, including the publication of the related acts or documents, and all initiatives and events designed to foster close contact between the Foundation, the operators in the Foundation’s fields of activity, and the public;
g) Grant awards and scholarships;
h) Carry out training activities, courses, and seminars directly or indirectly related to the Foundation’s areas of interest;
i) Conduct, in an ancillary and instrumental manner for the pursuit of the institutional objectives, commercial activities, also with regard to the publishing and audiovisual sectors in general;
l) Undertake any other activity deemed appropriate or supportive of the achievement of the institutional objectives.

Art. 5 – Supervision
The Lombardy Region supervises the activities of the Foundation pursuant to Article 25 of the Civil Code.

Art. 6 – Assets
The assets of the Foundation are composed of:
– the endowment fund, which consists of contributions in the form of ownership, use, or possession of money or movable and immovable property, or other resources usable for achieving the objectives, provided by the Promoting Founders, the Co-Founders, or the Participants;
– the movable and immovable assets that are or will be acquired by the Foundation in any form, including those purchased in accordance with the provisions of this Statute;
– donations made by Public Entities or private individuals expressly designated for the increase of the assets;
– any portion of unused income which, by resolution of the Board of Directors, may be allocated to increase the assets;
– contributions assigned to the endowment fund by the State, Territorial Entities, or other Public Entities.

Art. 7 – Management Fund
The Foundation’s management fund is constituted by:
– the revenues and proceeds derived from the Foundation’s assets, except as provided in Art. 6;
– any donations or bequests that are not expressly designated for the endowment fund;
– any contributions assigned by the State, Territorial Entities, or other Public Entities without an explicit designation to the assets;
– contributions from the Promoting Founders, the Co-Founders, and the Participants;
– the income from the institutional, ancillary, instrumental, and related activities.
The revenues and resources of the Foundation shall be used for its operations and for the achievement of its objectives.

Art. 8 – Fiscal Year
The fiscal year begins on January 1 and ends on December 31 of each year.
By that date, the Board of Directors shall approve the annual estimated accounts, and by the following April 30, the annual economic and financial report for the past fiscal year shall be submitted. Should specific needs require, the approval of the report may occur by June 30. The annual estimated accounts and the economic and financial report must be transmitted to the General Assembly, accompanied by the report on social management performance and the report of the Auditor. A copy of the economic and financial report, along with the minutes of the Board meeting in which it was approved, must be deposited in accordance with legal requirements.
The Foundation’s bodies, within their respective competences, may commit to obligations and assume liabilities within the limits of the approved budget allocations.
Expenditures and obligations directly contracted by the legal representative of the Foundation or by members of the Executive Committee with delegation that exceed the limits of the approved budget allocations must be ratified by the Board of Directors. Any annual surpluses shall be used to cover any previous management losses, or to strengthen the Foundation’s activities or for the purchase of instrumental assets to increase or improve its operations. Distribution of profits, surpluses, funds, or reserves during the life of the Foundation is prohibited unless their allocation or distribution is mandated by law.

Art. 9 – Members of the Foundation
The members of the Foundation are divided into:
– Promoting Founders;
– Co-Founders;
– Participants.

Art. 10 – Promoting Founders
The Promoting Founders, for life and subject to withdrawal, are: Carla Fossati Bellani Venosta, Fabrizio du Chene, Stefano Alberti de Mazzeri, Gabriele Fuga, Alberto Falck, Renato Dulbecco, Umberto Veronesi, Giorgio Rumi, Ugo Amaldi, Francesco Garbagnati, and Diana Bracco de Silva. Pirelli S.p.A. is recognized as an Honorary Founder.
The position of Promoting Founder is non-transferable, neither inter vivos nor by operation of death.

Art. 11 – Co-Founders
Individuals and legal entities, public or private, as well as Italian and foreign entities that contribute to the Endowment Fund or the Management Fund, in the form and at the minimum amount determined by the General Assembly, may be designated as Co-Founders by the General Assembly.
The position of Co-Founder is non-transferable, neither inter vivos nor by operation of death.

Art. 12 – Participants
Individuals or legal entities, public or private, as well as Italian and foreign entities that, sharing the objectives of the Foundation, contribute to its survival and to the realization of its aims through monetary contributions, whether annual or multi-year, in an amount not less than that established—also on an annual basis—by the Board of Directors, or through an activity, including professional services of particular relevance, or by providing tangible or intangible assets, may obtain the status of “Participant.” The status of Participant lasts for as long as the contribution is regularly made.
The Board of Directors may determine the possible subdivision and grouping of Participants according to the categories of activity and participation in the Foundation.

Art. 13 – Participation of Foreign Entities
Foreign individuals and legal entities, as well as Public or Private Entities or other Institutions headquartered abroad, may be appointed as Participants.

Art. 14 – Prerogatives of the Participants
Participants in the Foundation may, in a manner that does not prejudice the Foundation’s activities, access its premises and functional facilities, as well as consult archives, laboratories, and any documentation centers (including audiovisual materials), and participate in the Entity’s initiatives.

Art. 15 – Exclusion and Withdrawal
The Board of Directors may, by majority vote, decide to exclude Participants for serious and repeated non-fulfillment of the obligations and duties deriving from this Statute, including, by way of example and not by way of limitation:
– failure to make the contributions and deposits as provided by this Statute;
– conduct incompatible with the duty to collaborate with the other components of the Foundation and with the principles of solidarity underpinning the Foundation;
– behavior contrary to the obligation to provide non-material services;
– final conviction for crimes carrying a minimum prescribed penalty of at least two years.
In the case of Entities and/or legal persons, exclusion shall also occur for the following reasons:
– dissolution, in any form;
– commencement of liquidation procedures;
– bankruptcy or other insolvency proceedings.
Members may withdraw from the Foundation with at least six months’ notice, without prejudice to the fulfillment of the obligations assumed.
Promoting Founders and Co-Founders cannot be excluded from the Foundation, except in cases expressly provided by mandatory law.

Art. 16 – Bodies of the Foundation
The bodies of the Foundation are:
– the General Assembly;
– the Board of Directors;
– the President;
– the Advisory Board;
– the Auditor.

Art. 17 – General Assembly
The General Assembly is composed of the Promoting Founders and the Co-Founders and is the collegial body responsible for:
a) Admitting new Co-Founders;
b) Determining the form and minimum amount of the contribution to the Endowment Fund or Management Fund required to assume the position of Co-Founder;
c) Expressing an opinion on the co-option of the members of the Board of Directors;
d) Appointing new members of the Board of Directors, in the cases provided for by the last paragraph of Art. 19 of this Statute;
e) Expressing an opinion regarding the allocation of assets in the event of dissolution, as provided for by Articles 20 and 25 of this Statute;
f) In the absence of the Advisory Board, appointing the Auditor.
The General Assembly is convened and chaired by the President of the Foundation, or, in his absence or incapacity, by the Vice President. The notice of the meeting must be sent in a manner that guarantees proof of receipt—such as by registered mail with return receipt or by email to the contacts previously provided by the entitled parties to the Foundation—at least eight days (reducible to three in cases of urgency) before the meeting, indicating the place, time, and agenda.
Participation in the Assembly may also be carried out via audio/video conferencing means that ensure a stable connection and enable the President of the Assembly and/or the person responsible for the minutes to ascertain the identity of the participants and their continuous participation in the discussion.
The Assembly is validly constituted with the presence of the majority of its members.
The Assembly makes decisions and issues opinions with the favorable vote of the majority of those present, except in cases where this Statute requires, either for the validity of the meeting’s constitution or for the decisions, a qualified majority, unanimity, or the favorable vote of all current Promoting Founders; or in cases provided for in the constitutive act of the Foundation and the attached Statute, executed before Notary Bellezza Enrico of Milan, rep. n.25565/4141 of June 27, 2000, duly registered, for which the favorable vote of all current Promoting Founders is necessary.
Minutes of the General Assembly meetings shall be drawn up, inserted in chronological order in the appropriate Book, and signed by the President.
In the event that there are no longer any Promoting Founders or Co-Founders, the powers of the General Assembly shall be exercised by the Board of Directors, subject to any mandatory legal provisions.

Art. 18 – Committees and Commissions
Any committees, commissions, or sector/activity directors, to whom special tasks are assigned—with their functions, duration, and number of members determined in advance—may be appointed by the Board of Directors pursuant to the following Art. 20.

Art. 19 – Board of Directors
The Board of Directors is composed of five members appointed by the Promoting Founders at the time of the Foundation’s establishment. The Directors shall remain in office until they resign or are removed by a resolution adopted by a two-thirds majority of the Board’s members. In the event that any member of the Board of Directors ceases to hold office for any reason, the remaining members, after consulting the General Assembly, shall, by unanimous resolution, co-opt one or more new members.
If all members of the Board of Directors are no longer available, the General Assembly, with the unanimous vote of all current Promoting Founders, shall reconstitute the Board of Directors.

Art. 20 – Duties of the Board of Directors
The Board of Directors is entrusted with the ordinary and extraordinary management of the Foundation. In particular, and without prejudice to the powers provided by other provisions of this Statute, the Board shall:
– Approve the annual final accounts, the annual estimated budget, and the accompanying financial report. Once approved by the Board, these documents shall be sent to the public authority in charge of control;
– Decide on the acceptance of donations, legacies, inheritances, and bequests as well as on the purchase and sale of real estate, and the allocation of the resulting sums, within the limits provided by this Statute and in relation to the competence reserved to the General Assembly regarding the admission of Co-Founders under Articles 11 and 17 of this Statute;
– Decide on the establishment of committees and commissions, setting their functions and duration and appointing their members, determining their number, and, if necessary, appointing a Scientific Secretary to assist in their activities;
– Elect the Honorary President of the Foundation and the Honorary President of the Board of Directors, without prejudice to the provisions of Art. 22;
– Determine the modality and minimum amount of the contribution provided for in Art. 12 of this Statute;
– Admit the Participants who are members of the Advisory Board;
– Approve, with a four-fifths majority of the members, amendments to the Statute;
– Confer special tasks to individual Directors, including delegating powers, and set their functions;
– In the event of the Foundation’s dissolution for any reason, decide, after obtaining the opinion of the General Assembly—which must be approved unanimously by all current Promoting Founders—on the allocation of assets in compliance with the provisions of Art. 25 of this Statute and subject to any other mandatory legal provisions;
– Perform any further tasks assigned by this Statute.

Art. 21 – Convocation and Quorum
The Board is convened by the President, without any formalities as long as suitable means are used, whenever the opportunity arises to conduct the deliberations provided for by this Statute, but in any case at least twice a year for the examination and approval of the final accounts and the estimated budget. The Board must also be convened whenever requested by half of the Directors.
The Board of Directors shall be validly constituted when at least a majority of its members are present, and decisions shall be taken by an absolute majority of those present, except where this Statute requires a qualified majority either for the meeting’s constitution or for the decisions. For the purposes of determining the quorum and the majorities, only the number of Directors in office at that time shall be considered.

Art. 22 – President
The position of President of the Board of Directors is held ex officio, for life, by Promoting Founder Mrs. Carla Fossati Bellani Venosta, who may resign at any time.
In such event, the President shall be elected by the Board of Directors from among its members, pursuant to Art. 20, and shall remain in office until resignation.
The Board of Directors may elect, from among its members, a Vice President who shall remain in office until removed or until resignation.
The President of the Board of Directors is also the President of the Foundation. He or she holds the legal representation of the Foundation before third parties and acts and defends it before any administrative or judicial authority by appointing attorneys. In the event of the President’s absence or incapacity, the legal representation of the Foundation before third parties shall be exercised by the Vice President.
In the event of legal representation being exercised as provided above, the Vice President’s certification of the President’s absence or incapacity shall, within the limits mandated by law, exempt third parties from having to verify such status.
The President exercises all the initiative powers necessary for the proper administrative and managerial functioning of the Foundation. In particular, the President manages relationships with Entities, Institutions, Public and Private Enterprises, and other bodies, also for the purpose of establishing collaborative and supportive relationships for the Foundation’s individual initiatives.
Furthermore, the President submits to the Board of Directors the general program guidelines and the specific initiatives that fall within the Foundation’s objectives.

Art. 23 – Advisory Board
The Advisory Board is an optional body constituted by the Participants of the Foundation and shall meet at least once a year.
The Advisory Board is responsible for appointing the Foundation’s Auditor.
It may also formulate consultative opinions and proposals regarding the activities, programs, and objectives of the Foundation, whether already outlined or to be determined.
The Advisory Board is chaired by the President of the Foundation, who shall convene it at a time that does not prejudice the Foundation’s activities. It is validly constituted regardless of the number of participants and shall decide by a majority of those present.
The Advisory Board may meet in plenary session—a forum for discussion and analysis in which all components of the Foundation are present. In such cases, in addition to all categories of Foundation members, representatives of foreign Offices and/or Delegations, as well as observers from private or public legal entities, Institutions, or Entities from Italy or abroad who request to be represented in their country, or who are invited by the Foundation itself, may participate.

Art. 24 – The Auditor
The Auditor is appointed by the Advisory Board or, in its absence, by the General Assembly, chosen from among the individuals registered in the list of Auditors.
The Auditor oversees the financial management of the Foundation, verifies the proper maintenance of the accounting records, examines the proposals for the estimated budget and the final accounts, prepares the relevant reports, and conducts cash and bank audits.
The Auditor holds office for four years and may be reappointed. He or she may attend the meetings of the Board of Directors.

Art. 25 – Dissolution
In the event of the Foundation’s dissolution for any reason, the assets shall be allocated, by resolution of the Board of Directors, to other entities pursuing similar objectives or for purposes of public utility, subject to any other mandatory legal provisions.

Art. 26 – Referral Clause
For any matters not provided for in this Statute, the provisions of the Civil Code and the current applicable laws shall apply.

Signed: LUCA MILANI, Notary – Seal

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Appendix:
On April 15, 2020, Giuseppe Caprotti became president and treasurer of the Foundation, and he now carries forward its mission in accordance with the ideals of his grandfather, Guido Venosta.
On May 6, 2022, Tommaso and Margherita Caprotti, Giuseppe’s children, became co-founding members, with a view to ensuring the future continuity of the Guido Venosta Foundation.