Foundation Statute

Multi-Risk sciEnce for resilienT commUnities undeR a changiNg

climate (RETURN)

Art. 1
Name and location
1. The non-profit  Foundation named “Multi-risk science for resilient communities under a changing climate” (hereinafter referred to as the “Foundation”), is hereby established, with legal responsibility under private law and with legal personality under private law, subject to the regulations of Articles 14 et seq. of the Civil Code.
2. The Foundation has its legal address in Naples and can establish branches, representative offices, delegations, and offices in Italy and abroad.

Art. 2
Purpose and Activities
1. The general purpose of the Foundation is to promote scientific research aimed at achieving a better understanding of environmental, natural and anthropogenic risks as well as the relationships between anthropogenic activities and environmental effects, the improvement of techniques for forecasting hazards and preventing and mitigating their effects on the environment, and the adaptive capacity of systems. The activities of the Foundation contribute to the development of a supply chain from frontier research to the technological development of final products and services. These activities are consistent with the priorities of the European research agenda and the contents of the National Research Plan.
2. As part of its general institutional purpose, the Foundation’s particular purpose is to act as an implementing entity (“Hub”) for the implementation of the Research Program referred to in the Directorial Decree of the Ministry of University and Research (hereinafter “MUR”) No. 341 of March 15, 2022, and subsequent amendments (hereinafter “DD”), concerning the public notice for the submission of Proposals for the creation of “Partnerships extended to universities, research centres, companies for the financing of basic research projects,” within the framework of the National Recovery and Resilience Plan, Mission 4 Component 2, Investment 1.3, funded by the European Union – NextGenerationEU and with specific reference to Topic No. 3, “Environmental, Natural and Anthropogenic Risks.”.
3. To achieve its institutional purposes, even after the termination of the Research Program referred to in the preceding paragraph, the Foundation shall coordinate and finance activities aimed at:
– the creation and/or renovation/modernisation of research infrastructure and laboratories;
– the realization and development of research and technological development programs and activities, also with the involvement of private entities;
– the creation of scientific and technologic training programs in the subjects concerning its purposes, in synergy with universities and enterprises, especially aimed at reducing the mismatch between the skills required by enterprises and those offered by universities;
– encouraging the birth and growth of higher-tech entrepreneurial ventures, such as innovative start-ups and research spin-offs;
– technology transfer and exploitation of research results;
– the dissemination of research results;
– attracting resources from private entities or on a competitive basis for its own purposes;
– other objectives deemed by the Board of Directors to be consistent with the general purposes for which the Foundation was established.
4. The Foundation also carries out all instrumental or ancillary activities that are deemed necessary or useful for the achievement of its institutional purposes, within the limits permitted by current regulations. In particular, by way of example and not exhaustively, the Foundation can:
– administrate and manage the assets owned, leased or otherwise possessed by it;
– acquire, alongside public resources, resources from private entities or on a competitive basis;
– carry out activities aimed at raising funds and donations, in cash or in kind, including those of a real estate nature;
– carry out banking, financial, movable and real estate transactions, as well as apply for grants and contributions, in compliance with current regulations;
– carry out on its own, or with other public and private entities, economic or productive activities, in compliance with the provisions of the law in force for non-profit entities, for the exclusive purpose of raising resources for the realization of its finalities.
– stipulate deeds, contracts, and agreements with private individuals, public bodies, and university institutes both in Italy and abroad;
– participate or contribute to the constitution of foundations, associations, consortia or other associative public or private forms.

Art. 3
Duration
1. The Foundations has unlimited duration.
2. The Executive Decree sets the duration of implementation of the Research Program referred to in Article 2, c. 2, at 36 months from the date indicated within the decree granting the funding. The MUR may authorize an extension of the Research Program, however, not beyond the date of February 28, 2026.

Art. 4
Assets

1. The Foundation’s assets consist of an endowment fund, which is unavailable and intended for the protection of the Foundation’s legal personality, and operating fund, which is intended for the Foundation’s operating expenses.
2. The endowment fund consists of:
   a) the monetary contributions made in this capacity by the Members of the Foundation at the time of the constituent act, or subsequently, also through part of the annual contributions; b) the surplus of management that, by decision of the Board of Directors, is intended to increase the endowment fund; c) movable and immovable property which reaches the Foundation for any reason, as well as other income, bequests, donations and inheritances, from institutions and individuals, the acceptance of which is decided by the Board of Directors and that the Board itself decides to allocate to increase the endowment fund. d) any contributions from the State, the European Union, national public bodies, including territorial ones, as well as other supranational entities and bodies, with an increase in the endowment fund. The initial endowment fund is equal to € 240,000.00 (two hundred and forty thousand point zero zero) and consists of a portion of the contributions paid by the Members of the Foundation at the time of incorporation or in correspondence with the deeds of adhesion completed within the terms provided for in the deed of incorporation. The Foundation’s Board of Directors is responsible for safeguarding the integrity of the endowment fund over time.

3. The management fund consists of:
   a) the resources coming from the DD and, more generally, from the Piano Nazionale di Ripresa e Resilienza 2021-2027 (National Recovery and Resilience Plan 2021-2027);
   b) the annual contributions paid by the Members of the Foundation, after deducting the amount allocated to the endowment fund;
   c) movable and immovable property that reaches the Foundation for any reason, any donations or testamentary dispositions, as well as all other income from institutions and individuals, which are not expressly allocated to the endowment fund;
   d) further contributions and contributions of the State, the European Union, public or private bodies that are not expressly intended for the endowment fund;
   e) voluntary contributions in any form granted by the members of the Foundation, if not intended for the endowment fund;
   f) contributions from the Foundation’s Supporters, if not allocated to the endowment fund;
   g) revenues from institutional, ancillary and instrumental activities, if not allocated to the endowment fund;
   h) any other non-repayable funding that the Foundation may avail itself of, pursuant to the regulations in force from time to time that is not expressly intended for the endowment fund

.Art. 5
Members of the Foundation

1. The Members of the Foundation are bodies characterized by skills, technologies or functions consistent with the purposes of the Foundation and are divided into the following categories:
   (A) The Founder;
   (B) University and Research public bodies;
   (C) Other non-profit Organizations;
   (D) Government bodies;
   (E) Entities with economic purposes;
   (hereinafter, “Members of the Foundation”). The above categories are also defined as follows:
   (A) Proposing Founder
   In relation to its function as the “Proposing Party” for the project proposal referred to in art. 2, c. 2, pursuant to articles 2 and 4, paragraph 11, of the DD, the only Proposing Founder body of the Foundation is the University of Naples Federico II.(B) Università ed Enti pubblici di ricerca
   This category includes entities with registered office in Italy that have the qualification of a university institution accredited by the MUR, regardless of public or private ownership, that is a public research institution, regardless of the supervisory ministry.

(C) Other non-profit organizations
This category includes private, public, and legal entities non-profit and which are not part of the the previous categories.
(D) Government bodies
This category includes exclusively the Presidency of the Council of Ministers, through the Department of Civil Protection
(E) Entities with economic purposes
This category includes private legal entities having almost exclusively economic and commercial purposes.
The articles of the association indicate the Members of the Foundation in existence at the time of its establishment and the respective category of membership.
2. The admission of a new Member of the Foundation is decided by the Assembly of the Members of the Foundation (hereinafter “Assembly”) upon proposal of the Board of Directors, with the methods specified in the articles. 11 and 14 of this statute. The person interested in becoming a Member of the Foundation must submit an application to the President of the Foundation, attaching documentation proving possession of the necessary requirements indicated in paragraph 1 and the assumption of the relevant commitments.
3. For the entire duration of the Research Program referred to in art. 2, c. 2, the total number of members of categories A and B must be greater than the total number of members belonging to the other categories, in order to guarantee the majority of the Universities and public research bodies in the Assembly of Members of the Foundation. In the same period, subjective changes of Foundation Members who also hold the role of executors or Spokes are permitted only in the event of extraordinary corporate operations (e.g. mergers and/or incorporations).
4. The contribution due annually by the Members of the Foundation is determined, in an amount possibly different for the different categories, by the Board of Directors, with a resolution adopted by an absolute majority of the members, at least 6 (six) months before its entry into force and the deadline set for payment.
The amount of the overall contribution due from each Member upon establishment of the Foundation, including the contribution to the initial endowment fund, and then annually, for the subsequent three years, is set as follows:
(A) Proponent founder: euro 20,000.00 (twenty-thousand coma zero zero);
(B) University and Public research entities: euro 20,000.00 (twenty-thousand coma zero zero);
(C) Other non-profit entities: euro 20,000.00 (twenty-thousand coma zero zero)
(D) Governative bodies: zero, contribution not due;
(E) Entities with economic purposes: euro 20,000.00 (twenty-thousand coma zero zero)
5. Once the research program has been concluded as indicated in art. 3, c. 2, including any extensions granted by the MUR, the Members of the Foundation may, at any time, withdraw from the same, by means of written communication sent to the President of the Foundation, with at least 3 (three) months’ notice.
In any case, for the member who has exercised the right of withdrawal, remains the duty to fulfill the obligations assumed up to the moment of withdrawal.
The loss of membership of the Foundation does not give rise to any rights to shares or portions of the assets.
6. The exclusion of a member of the Foundation is decided by the Assembly upon proposal of the Board of Directors, as specified in the articles. 11 and 14 of this statute, exclusively for one or more of the following reasons:
– serious and repeated failure to comply with the obligations deriving from this statute, such as for example the obligation to pay the required contributions;
– behaviour incompatible with the aims of the Foundation referred to in art. 2;
– suppression, transformation, merger and division of the legal person, except in the case of a reorganization which does not damage relations with the Foundation;
– settlement, due to any reason;
– opening of settlement procedures;
– failure or opening of insolvency proceedings, also extrajudicial.
An appeal is allowed against the exclusion resolution. The possible exclusion of a member of the Foundation who is also the executor of the program referred to in art. 2, c. 2, does not imply the loss of the status of executor.

Art. 6
Supporters
1. Supporters, also called “Partners”, of the Foundation are natural or legal persons, public or private, including those based abroad, who are committed to contribute to the objectives of the Foundation (i) through an annual monetary contribution in the minimum amount determined by the Board of Directors or (ii) through non-financial contributions deemed, case by case, suitable by the Board of Directors.
2. The Board of Directors may determine by Regulation the subdivision and grouping of Supporters by categories of activities and participation in the Foundation.
3. Supporters are admitted upon submission of an application addressed to the President of the Foundation; the Board of Directors decides on admission with a final decision, adopted with the favourable vote of the majority of its members.
4. The status of Supporter lasts for the entire period for which the contribution has been regularly paid or the service has been regularly performed.
5. Supporters are not members of the Foundation and do not participate in the Assembly.

Art. 7
Foundation bodies
The bodies of the Foundation are:
– the Board of Directors;
– the President of the Foundation;
– the Assembly of Foundation Members;
– the Supervisory Body.

Art. 8
The Board of Directors – Composition and appointment
1. The Foundation is governed by the Board of Directors made up of a number of members (hereinafter also referred to as “Administrators”) between 3 (three) and 11 (eleven), including the President. A member of the Board of Directors is designated by the Ministry of University and Research.
2. The number of Directors and the methods of proposal are defined by regulation approved by the Assembly with an absolute majority of its members. The same regulation specifies the subjective requirements that must be possessed by the Directors, on the bases of the principles set out in the art. 9, as well as the methods for verifying the same.
3. The appointment, revocation and replacement of Directors is decided by the Assembly, in compliance with the regulations referred to in the previous paragraph. During the Research Program it must be guaranteed that the majority of the Directors are members of the Foundation belonging to Categories A and B referred to in the art. 5, i.e. they must be employees of these entities. If external, they must have been formally proposed by them.
4. At least one third of the Directors must be of the least represented gender.
5. The Directors remain in office for 4 (four) financial years and can be reconfirmed only once. In case of appointment during the financial year, any fractions of the financial year exceeding half a year are counted as an entire financial year for the purposes of the total duration of the mandate.
6. In the event that a Director’s term of office terminates early, the mandate of the incoming Director ends upon expiry of the original mandate of the lapsed Director, but if the duration was less than 2 (two) financial years, this mandate does not count for the purposes of the number of possible renewals.
7. Pending the formation of the first Board of Directors, in partial derogation from the provisions of this article, a Sole Director who also carries out the functions of President is designated in the Foundation’s articles of association. The Assembly for the election of the first Board of Directors, the Supervisory Body and the President of the Foundation must be convened without delay and in any case within 90 days of the foundation’s deed of incorporation.

Art. 9
Requirements of the members of the Board of Directors
1. Each member of the Board of Directors, in addition to the necessary requirements pursuant to art. 2382 of the Civil Code to assume the role of director of a joint-stock company and any further requirements of good repute established by the Assembly, must possess at least one of the following two characteristics:
(i) high professional skills in matters relating to the Foundation’s activities, including instrumental ones;
(ii) significant experience in management and/or administration of complex organizations.
2. The Board of Directors, with a resolution approved by the Assembly, can establish specific independence requirements for the Directors.
The Art.  2391 of the civil code, contains provisions related to the Directors. The minutes containing these provisions must be transmitted, by the Board of Directors, to the Prefecture of Naples.
3. Within nine months of the establishment of the Foundation, upon proposal of the Board of Directors, the Assembly issues a regulation containing the rules for conflicts of interest, based on the following principles:
a) principle of belonging: the Directors undertake to act in the national interest in matters of natural and anthropogenic risks and, in the event of conflicts of interest, ensure that the general interest is given priority over obligations of corporate or associative loyalty;
b) principle of transparency: the Directors are required to promptly communicate to the Foundation any advantageous situation deriving from projects or activities of the Foundation in which they are involved in any capacity;
c) accountability principle: the Administrators guarantee the correctness and effectiveness of the activities carried out and account for the results by subjecting the activities to evaluation processes.

Art. 10

Forfeiture and exclusion of Board Members
1. Board Members forfeit their position after three consecutive unjustified absences or absences that are not adequately justified from the Board meetings.
2. Causes for exclusion from the Board of Directors:
– failure to comply with the statutory provisions and regulations issued;
– committing acts that cause damage to the assets or image of the Foundation.

3. Forfeiture or exclusion is decided by the Board of Directors by an absolute majority of its members, with a reasoned decision. The resolution is immediately enforceable but must be confirmed at the first available General Assembly.
4. In case of resignation, or any other situation of vacancy in the position of Board Member, the provisions of paragraph 6 of Article 8 shall apply.

Art. 11
Powers of the Board of Directors
1. The Board of Directors (hereinafter “Board”) holds all powers for the ordinary and extraordinary administration of the Foundation, as well as those for the implementation of the Research Program referred to in Article 2, paragraph 2, except for those competences otherwise indicated by this Statute or by law.
2. Among others, these fall within the competence of the Board:
a) the resolutions proposing statutory amendments, the dissolution and liquidation of the Foundation, those concerning the distribution of assets, as well as those related to mergers, demergers, and transformations; such resolutions require a two-thirds majority of the Board members and, if approved, are submitted for approval by the General Assembly;
b) the resolutions proposing the admission of new Members to the Foundation require a two-thirds majority of the Board members; if approved, such resolutions are submitted for final approval by the General Assembly;
c) the resolutions proposing the exclusion of a member from the Foundation for serious and repeated failure to fulfill the obligations arising from this statute, or for other reasons listed in Article 5, paragraph 6; such resolutions require a two-thirds majority of the Board members and, if approved, are submitted for final approval by the General Assembly;
d) The approval, by a majority of its members, of the general operating regulations of the Foundation, as well as all internal regulations of the Foundation, including those related to supplies, purchases, hiring, assignments, and appointments;
e) the approval, by a majority of its members, of the documents related to the strategic and operational guidelines of the Foundation;
f) the election of the President of the Foundation in accordance with the procedures detailed in Article 13;
g) the possible early removal of the President of the Foundation, with a two-thirds majority of its members; in case of removal, the President also forfeits their position on the Board of Directors, and the provisions of Article 10, paragraph 3, regarding the forfeiture of Board Members apply;
h) The preparation of the annual report on the activities of the Foundation, to be submitted for approval by the General Assembly;
i) The approval of the budget forecast and the draft of the final budget, the latter to be submitted for approval by the General Assembly;
j) The appointment and dismissal of any executives of the Foundation;
k) The regulation regarding the membership of the Foundation’s Supporters, their possible categories and differentiated participation methods, the admission procedures, and the annual contribution, as well as the specific resolutions for the admission of new Supporters.
3. The Board may delegate its powers to committees or individuals determined by it, excluding the resolutions referred to in letters a) to j) of the previous paragraph, which are non-delegable. The Board may also establish advisory committees.
4. Within the limits of the law, the Board may establish fixed, occasional, or one-time compensations for individuals assigned specific tasks or functions, at the time the task or function is assigned, after consulting the opinion of the Supervisory Body. Such compensations are made public in compliance with transparency regulations.”;

Art. 12
Meetings of the Board of Directors
1. The Board of Directors meets at least twice a year.
2. The Board is convened by the President on their own initiative or upon request of at least one-third of its members. The notice of the Board meeting, including the agenda, location, date, and time of the meeting, must be sent by certified email or another means that ensures proof of receipt at least 10 (ten) days before the scheduled date; in urgent cases, the Board may be convened at least 48 (forty-eight) hours before the scheduled meeting time. Meetings of the Board are valid if all members are present, even in the absence of a formal notice.
3. The Board is validly constituted with the presence of the majority of its current members, and resolutions are adopted by the majority of those present, unless explicitly stated otherwise in this Statute or by law.
4. Each Board Member is entitled to one vote. In the event of a tie, the vote of the President prevails. Voting by proxy is not permitted.
5. The members of the Supervisory Body may attend the Board meetings without voting rights. The President may invite executives of the Foundation or other individuals to attend the Board meetings, without voting rights.
6. The Board designates a Secretary, even from among external individuals, determining their functions, the nature, and duration of the appointment.
7. The meetings are recorded in minutes prepared by the Secretary and signed by both the President and the Secretary. In cases required by law or when the Board or the President deem it appropriate, the minutes are drawn up by a notary.

Art. 13
President of the Foundation
1. The President of the Foundation is elected by the Board of Directors from among its members by an absolute majority. In the first application and throughout the Research Program referred to in Article 2, paragraph 2, the President is instead appointed by the Assembly upon the proposal of the Founding Proponent.
2. The President:
a) is the legal representative of the Foundation;
b) manages the relations with entities, institutions, public and private enterprises, and other organizations, also for the purpose of promoting and disseminating the activities of the Foundation;
c) convenes and presides over the Board of Directors as well as the Assembly of the Members of the Foundation;
d) ensures the implementation of the resolutions of the Board of Directors;
e) ensures compliance with the statute and promotes its amendment if necessary;
f) in duly justified cases of clear necessity and extreme urgency, may carry out any administrative act, subject to ratification by the Board at the first available meeting.
3. The Board of Directors also elects a Vice President from among its members. The Vice President assumes the President’s duties in the event of the latter’s absence or inability to perform them. If both the President and the Vice President are absent or unable to perform their duties, the necessary functions shall be carried out by the longest-serving member of the Board, or, in the case of equal tenure, by the eldest member.
4. The President holds the legal representation of the Foundation before third parties and in legal proceedings, in any jurisdiction and level of court—civil, administrative, tax, special, and arbitration, including the Constitutional Court, the Court of Cassation, the Council of State, and the Court of Auditors. The President may delegate these responsibilities, in whole or in part, to other individuals.
5. The President’s term of office coincides with their term as a Board Member.

Art. 14
Assembly of the Members of the Foundation
All Members of the Foundation, as defined in Article 5, convene in the Assembly of the Members of the Foundation. The legal representatives of the entities, or their delegates, participate in the Assembly meetings. Members of the Board of Directors and the Supervisory Body, as well as other individuals invited by the President, may attend the Assembly meetings without voting rights and without contributing to the quorum.
2. The Assembly carries out the following necessary functions:
a) approves the annual report and the financial statements proposed by the Board of Directors;
b) determines the structure, whether single-member or collegial, of the Supervisory Body and appoints;
c) approves amendments to the statute by an absolute majority of its members, upon the proposal of the Board of Directors;
d) approves, by an absolute majority of its members, the regulation referred to in Article 8, paragraph 2, which establishes the number of Directors, the procedures for their nomination, and the eligibility requirements they must meet, as indicated in Article 9;
e) approves, upon the proposal of the Board of Directors, the regulation governing conflicts of interest of the Directors, as specified in Article 9, paragraph 3;
f) approves the possible dissolution and liquidation of the Foundation, appoints the liquidator, and approves the allocation of its assets by an absolute majority of its members, upon the proposal of the Board of Directors;
g) approves the admission of new Members of the Foundation, upon the proposal of the Board of Directors;
h) approves the exclusion of a Member of the Foundation for serious and repeated failure to fulfill obligations under this statute or for other reasons listed in Article 5, paragraph 6, upon the proposal of the Board of Directors;
i) appoints the Board of Directors as established in Article 8, determining any remuneration in accordance with the law, after consulting the Supervisory Body;”;
j) confirms the exclusion of a member of the Board of Directors decided by the Board itself, as specified in Article 10, paragraph 3.
3. The Assembly meets at least once a year, upon convocation by the President of the Foundation. The notice of convocation, containing the agenda, location, date, and time of the meeting, must be sent via certified email or another means that ensures proof of receipt at least 10 (ten) days before the scheduled date. It may also be convened by the President upon the request of at least one-third of the Members.
4. The Assembly is chaired by the President of the Foundation or, in their absence, by the Vice President. In the event of the simultaneous absence or inability of both, the functions shall be carried out by a person elected at the time from among those present.
5. The Assembly is validly convened on first call with the presence of the majority of the Members of the Foundation. On second call, the meeting is valid regardless of the number of attendees, except as provided in paragraph 2 above or any legal requirements. However, until the conclusion of the Research Program referred to in Article 2, paragraph 2, the meeting’s validity also requires that the majority of those present be members of categories A and B as defined in Article 5.
6. Resolutions are adopted by a majority vote of the Members of the Foundation present, without distinction of category.
7. The meetings of the Assembly are recorded in minutes drafted by a Secretary appointed by the President and signed by both the President and the Secretary. In cases required by law, or when deemed appropriate by the President or the majority of the Assembly, the minutes are drawn up by a notary.

Art. 15
Supervisory Body and Legal Audit of Accounts
1. The Supervisory Body (hereafter referred to as “the Body”) can be either a single-member or collegial body. The Assembly determines the structure of the Body and appoints its members from those registered in the legal auditors’ register. One member of the Supervisory Body is designated by the Ministry of University and Research.”;
2. The Body serves a term of three years, and its members can be reappointed only once. In the case of an appointment during the year, any fractions of the year longer than half a year are counted as a full year for the purpose of the total term of office.
3. If the Body is collegial, at least one-third of its members must be from the underrepresented gender, and the Body itself elects its president from among its members.
4. The members of the Body can only be removed for just cause, with the simultaneous appointment of a substitute.
5. The Body supervises the Foundation’s compliance with the rules set forth in this statute and applicable laws, the adherence to principles of sound administration, as well as the adequacy of the organizational, administrative, and accounting structure and its actual operation. Furthermore, unless this task is entirely assigned to an external auditing company as specified in paragraph 7, the Body carries out the accounting control of the Foundation, verifies the proper maintenance of accounting records, and reviews the proposed budget and financial statements, preparing relevant reports.
6. The members of the Body participate in the meetings of the Board of Directors and the Assembly without voting rights.
7. Where required by regulations or specific funding entities or decided by the Assembly, the audit of the accounts may be partially or fully entrusted to an external legal audit company registered in the relevant register, while the work of the Body regarding the other activities specified in paragraph 5 and applicable regulations remains in force.

Art. 16
Telematic Meeting Methods for Collegial Bodes and Commitees
Meetings of the Board of Directors, the Assembly, the Supervisory Body (if collegial), and any other collegial body or committee of the Foundation may also be held through telecommunication means, provided that:
(a) the president of the meeting is able to verify the identity of the participants, regulate the course of the meeting, and ascertain and announce the results of any votes;
(b) the minute-taker can adequately perceive the interventions of the participants;
(c) participants are able to engage in the discussion and voting on agenda items, as well as review, receive, or transmit documents.

Art. 17
Organizational Structure and Operating Model
1. The Foundation utilizes an organizational structure that is functional to its institutional and statutory purposes, as defined by the Board of Directors, in compliance with the provisions of the budget forecast.
2. For the execution of its activities, the Foundation may employ its own staff in accordance with all forms of employment and collaboration provided by law. It may also employ, with the consent of the individuals involved and based on specific agreements, employees of the Members of the Foundation, in accordance with applicable laws, regulations of the entities, and relevant National Collective Labor Agreements. Additionally, the Foundation may temporarily employ personnel from external entities based on appropriate agreements.
3. For the execution of the Research Program referred to in Article 2, paragraph 2, the Foundation specifically recruits a manager with the role of Program Research Manager, as defined in the DD, by resolution of the Board of Directors.
4. The Foundation adopts an internal regulatory system for its operation, inspired by principles that facilitate collaboration with the private industrial sector and the potential economic return from research activities.
5. Any recruitment of personnel is based on principles of transparency, equal opportunities, and meritocracy.

Art. 18
Financial Year, Budget, Profits, and Surplus of Management
1. The financial year of the Foundation runs from January 1st to December 31st of each year; the budget is prepared in accordance with the provisions of Articles 2423 and subsequent articles of the Civil Code, as far as applicable.
2. By December 31st of each year, the Board of Directors approves the forecast budget for the following financial year, accompanied by the report of the Supervisory Body and, where applicable, the audit firm.
3. By April 30th of each year, the Assembly approves the financial statement for the previous financial year, on the proposal of the Board of Directors, accompanied by all documents required by applicable regulations and the report of the Supervisory Body and, where applicable, the audit firm.
4. The Foundation cannot distribute profits or surpluses under any form, nor funds, reserves, or capital during its existence, unless such distribution or allocation is mandated by law. Any profits or income are reinvested to carry out the institutional activities.

Art. 19
Provisions on Corruption Prevention and Money Laundering
The Members of the Foundation and their representatives within the Foundation are required to carry out activities directly or indirectly related to the Foundation in compliance with the current laws on corruption prevention and money laundering.
A violation of the aforementioned laws by any Member of the Foundation or their representatives in the course of the aforementioned activities, confirmed by a formal act issued by the competent judicial authority, will constitute a possible cause for the exclusion of the Member from the Foundation, as per Article 5, paragraph 6.

Art. 20
Ethical Code
The Foundation may adopt its own Ethical Code containing ethical and behavioral norms, approved by the Board of Directors.
The Foundation will carry out its activities in full compliance with the Ethical Code referred to in this article.

Art. 21
Dissolution, Extinction, and Liquidation
1. The assets granted to the Foundation for use, upon its dissolution, will return to the granting parties. Any usufruct rights or other real rights of enjoyment will be extinguished.
2. After the liquidation, any remaining assets and funds will be allocated in accordance with Article 31 of the Civil Code.

Art. 22
Books of the Foundation
The Foundation must maintain and update the following books:
– The book of Members of the Foundation, indicating their categories of affiliation;
– The book of Supporters;
– The book of minutes of the Board of Directors;
– The book of minutes of the Assembly of Members of the Foundation;
– The book of minutes of the Supervisory Body..

Art. 23
Referral Norm
For anything not provided for by this Statute, the provisions of the Civil Code and the applicable laws, particularly those concerning Foundations, will apply.

Art. 24
Competent Court
The Court of Naples is the competent jurisdiction for any disputes between the Foundation and its Members related to the interpretation of this Statute and connected to the activities of the Foundation, unless a different and non-derogable jurisdiction is provided by law.

Signed:
Rita Maria Antonietta Mastrullo
Luciano Colombo
Pierfrancesco Dellino
Pierluigi Claps
Luca Ferraris
Fabio Castelli
Andrea Prota
Adriana Forlani
Clara Campana
Angela Caputo (Sigillo)