About our foundation

Fondazione Edoardo Garrone is an operational cultural foundation established in Genoa in 2004 by ERG S.p.A. and San Quirico S.p.A.. It is named in memory of Edoardo Garrone who set up the industrial business activities of the ERG Group in 1938. Until January 2013, Riccardo Garrone was at the foundation's helm, strengthening and developing it through initiatives consistent with its historical and social framework of reference; now - under the leadership of Riccardo's son Alessandro - the Foundation is continuing and renewing its mission in keeping with the values that always formed the basis of its activity.

FROM FATHER TO SON

Within the Italian panorama, Fondazione Edoardo Garrone aims to drive widespread engagement, use and spread of culture, science and the arts, and their most significant forms of expression. It has always been receptive to exchanging ideas and working with Italian and international institutions, and responsibly takes up the issues of training and mainstreaming young generations, and of social and cultural development. It specifically inputs ideas and resources to achieve projects that can create added, sustainable and long-lasting value for the target communities and territories.

Riccardo Garrone

On 1 January 2005 he became president of the brand new Fondazione Edoardo Garrone, which the Garrone and Mondini families fostered in commemoration of the founder of the ERG Group. President Edoardo Garrone guided the foundation with passion and long-sightedness until he passed away on 21 January 2013. His ideas,his sensitivity and his extraordinary vision of the future were behind the activities and projects of the foundation, making it a real cultural driver for everyone. His focus was on young people, who he deeply believed are a fundamental resource for the civil, social and economic development of Italy. During his years as President, the foundation was a driver of the cultural scene of Genoa and elsewhere, becoming one of Italy's leading operational cultural foundations.

 

 

 

 GENOA, 12 DECEMBER 2011

“...Now in its seventh year of life, more than one hundred years since the birth of my father Edoardo, the foundation that bears his name can now take stock of its operations.

Fondazione Edoardo Garrone, which remains one of the youngest undertakings in the business foundations, has grown rapidly, particularly in the last two years, now planning and completing a number of initiatives every year, in a whole range of different fields. Our foundation is increasingly positioned (a recent "turning point", but one that is in line with its founding principles) for its "popular" and awareness-raising nature. More culture for everyone, not culture for the few. So Fondazione Edoardo Garrone (FEG) aims to accompany the ongoing growth in quality of its "products" with increasing attention to the needs of the territories it operates in, at the same time respecting both the moral and social aspirations for growth and traditions. Right now, our foundation stands out across Italy for its multidisciplinary nature, another guarantee for its ongoing development and confirming the passion and effort that our family has made and transmitted for generations now”

 

Riccardo Garrone

GENOA, 9 FEBRUARY 2006
 
“...After its first year of life, and exactly one hundred years since the birth of my father Edoardo, the Fondazione is now opening its offices in Palazzo Ambrogio Di Negro in Banchi, Genoa.

This is a fine building: the facade, the loggias, the frescoed halls all tell the story of an ancient history, of culture and of art. With our projects and with the initiatives that we host, we hope we will really deserve all this lustre. Fondazione Edoardo Garrone is young but its ideas are really quite clear. In the extensive, not consistent territory of culture, ours is a small proposal. A proposal of ideas, as well as of method and positioning. This is an operational foundation, set up not as a charity but to create and complete projects. We are all for a culture that communicates and that people can understand, for a science that spreads and shares its know-how, for strict and transparent solidarity. We are grateful to Alessandro Amadori, Vittorio Bo, Remo Bodei, Antonio Calabrò, Luigi Luca Cavalli Sforza and Daniela Colombo, our very precious companions in this new adventure, for deciding to provide - with their free intelligence - an original look and high profile to the Scientific Committee. This Committee is respected and operational, it guarantees our orientation to the market of good ideas, economically sustainable and practical for developing the civil world.

We are sure that while remaining free and independent, the foundation will be able to make full use of the passion and commitment that our family has cultivated, put into action and transmitted through three generations in order to benefit significant cultural, scientific and humanitarian projects.” 

 

 

Riccardo Garrone

Articles of Association

PART I Name, Registered Office and Objects

 

Article 1 – NAME

San Quirico S.p.A.
and ERG S.p.A. established

 
a Foundation called Fondazione Edoardo Garrone (abbreviated to “Foundation”). The founders selected the Foundation's name to honour the memory of Edoardo Garrone who in 1938 established an industrial business as a Sole Trader called “Dott. Edoardo Garrone raffineria”, and his heirs are now the shareholders of the corporate group controlled by San Quirico S.p.A., the majority shareholder of which is the industrial holding, ERG S.p.A. and its subsidiaries.

 

 

Article 2 – REGISTERED OFFICE

The registered office of the Foundation is in Via San Luca 2, Genoa, Italy.
 

 

Article 3 – OBJECTS

The sole objects of the non-profit Foundation involve social solidarity to drive and boost culture and the arts, cultural and educational services in the following areas:

Promoting, organising and actively participating in cultural, artistic and social initiatives and events of local and/or national and/or international significance, with the contribution of the central government administrations;Promoting, organising and actively participating in ethical and solidarity-based initiatives and jointly developing activities to benefit disadvantaged persons and communities;
Promoting and organising scientific studies and research of special social interest, also organising seminars and conferences, training activities, competitions, study scholarships, educational courses;
Developing and organising management and specialist training activities for young people, enterprises, institutions and public and private organisations, with the aim of driving professional growth, the ability to integrate in the market, internationalisation, making the most of the artistic and cultural heritage and the values of the Foundation itself.

 
For this purpose, the Foundation will have total freedom of choice to be present in the Italian and international cultural debate, with the mission of contributing to the comprehension, use and dissemination of culture, art, science and of their most significant forms of expression. It will concretely deliver ideas and resources for programmes to communicate culture, research and scientific dissemination, to protect and promote the artistic heritage. It will attentively and responsibly focus on the problems of development, integration and social issues, cooperating explicitly to benefit ethical and solidarity-based projects. With particular reference to the world of school and young people in general, as well as to socially and culturally less developed subjects and communities. It will roll out a network of relations, engaging the key players of Italian and international civil society and culture, political and economic forces, public institutions, plus other public and private organisations and companies. In the spheres defined above, the Foundation may provide consulting services, carry out studies and research, and deliver expertise directly and to third parties.It will publish studies, research, monographs, congress reports, catalogues and other published works, within the limits of and pursuant to the law. In furtherance of the Foundation's objects, again with full freedom of choice, it may organise, promote and sponsor cultural and artistic shows and events and study seminars, organise courses to refresh and upgrade skills, for professional specialisation and qualification, in addition to projects of cultural and scientific communication, research and dissemination, exhibitions and anything else that could contribute to appropriately handling and operating in the areas under its field of action, including the establishment of awards and scholarships, the organisation of training internships and courses - technical-professional and non - or joint cultural and exchange initiatives at the national and international level.
Where applicable, it will keep its own records, archives, bibliography and audio-visuals for publication for future public use. It may participate in establishing associations, committees and institutions in general – and/or join any already established – as long as they have the same objects as the Foundation's.To achieve its objects, the Foundation may work with individuals or organisations, public or private administrations, enterprises, institutions, universities, academies and organisations of any kind (national and international), entering into agreements and arrangements with them, where relevant.It may also engage in any operations vis-à-vis movables, real estate and financial transactions which may be appropriate or necessary in pursuit of the Company's objects.
 

 

PART II Assets and Operations

 

 

Article 4 – ASSETS

The founders guarantee the Foundation's operations by means of assets invested upon its establishment and with further additions resolved by the Foundation Governance Bodies. These assets (“Endowment fund”) are formed of:

The founders guarantee the Foundation's operations by means of assets invested upon its establishment and with further additions resolved by the Foundation Governance Bodies. These assets (“Endowment fund”) are formed of:assets allocated upon establishment of the Foundation;whatever real estate and movables that the Foundation may receive for any reason whatsoever, in addition to donations or grants from public or private associations and individuals, as long as the foregoing real estate, movables, donations and grants are expressly designed to increase the assets;sums generated and withdrawn from any income that the Foundation's Board of Directors resolves to allocate as a capital increase to the assets.

 

 

Article 5 – ANNUAL OPERATING FUND

To fulfil its duties, the Foundation has the following income, which all goes into the “Annual operating fund”:

Income from the assets under article 4;
Any grant and donation designed for the implementation of the statutory objects and not expressly designed as a capital increase to the assets.

 
Operating profits or surplus shall be used for the realisation of the activities under article 3 above. It is strictly forbidden to directly or indirectly allocate operating profits or surplus and/or funds, reserves or capital, unless required to do so by law, or if they are allocated to another subject with the same or similar objects.
 

 

Article 6 – FINANCIAL YEAR

The financial year starts on 1 January and ends on 31 December each year.
 

 

Article 7 – FINANCIAL STATEMENTS

Within three months from end-of-year, the Secretary General referred to in article 17 below shall prepare the Financial Statements for the prior year, which must give a true and fair representation of the Foundation's state of affairs and operating results. The Financial Statements are accompanied by a report on the Foundation's operations. The Financial Statements and the report of the Secretary General shall be sent to the Auditor referred to in article 19 below the week after its preparation. Within no more than 15 days, the Auditor shall express their comments in an Auditor's report to be enclosed with the Financial Statements. The Financial Statements shall be approved by the Board of Directors referred to in article 13 below, with a qualified majority vote of two-thirds of the directors attending the meeting, by the fourth month after the applicable end-of-year.
 

 

Article 8 – BUDGET

Within three months from end-of-year, under the same procedures referred to in article 7 the Secretary General referred to in article 17 below shall prepare the Budget for the following year; the Auditor shall issue comments on the Budget and it shall be approved by the Board of Directors, with a qualified majority vote of two-thirds of the directors attending the meeting, within the same deadline stated in article 7.
 

 

Article 9 – FILINGS AND COMMUNICATIONS

The Financial Statements and the Budget shall be sent to all founders, accompanied by the Report on Operations and the Auditor's Report. A copy of the Financial Statements, together with the minutes of the board meeting where they were approved shall be filed according to the provisions laid down by law.
 

 

Article 10 – GOVERNANCE

As part of their respective responsibilities, the Foundation's governance bodies (Board of Directors, Chairman, Secretary General) may enter into commitments and incur debts within the limits of the Budget allocations approved by the Board of Directors. Outside the foregoing limits, as part of their respective responsibilities, the Foundation's governance bodies may enter into commitments and incur debts only after Budget planning and review resolved and approved by the Board of Directors, with a qualified majority vote of two-thirds of the directors attending the meeting.
 

 

PART III Founders and Foundation Bodies

 

Article 11 – FOUNDERS

The following founders:

San Quirico S.p.A.
and ERG S.p.A.

 
are known as the institutional founders. Public or private individuals and corporations, and entities that take on the rights and duties connected to the role (including therein the contribution to the Endowment Fund referred to in article 4 upon approval of the new founders, the amount of which is established by the Board as no less than EUR 150,000) and that intend to participate in the life of the Foundation, agreeing to its objects and purpose may become founders, approved by resolution passed with a qualified majority vote of two-thirds of the directors attending the relevant Board of Directors' meeting.
Article 12 – FOUNDATION GOVERNANCE BODIESThe Foundation's governance bodies are:

the Board of Directors;the President of the Foundation;the Scientific Committee;the Secretary General;the Auditor.

 

 

Article 13 - BOARD OF DIRECTORS - COMPOSITION

The Board of Directors is composed of five to seven members nominated by the Founders when the Foundation was established. Two of these - Riccardo Garrone and Carla Garrone Mondini only - will be lifetime members, and the others will remain in office for three financial years. The founder San Quirico S.p.A. has the right to appoint three or four members, including the first of the two lifetime directors mentioned, depending on whether the Board of Directors is formed of five members or more than five members. ERG S.p.A. is entitled to appoint the other members, including the second of the two lifetime directors mentioned. Each Founding Partner that may be added over time under the provisions of article 11 of the Articles of Association shall be entitled to appoint one director. In that case, the number of members shall increase by one director for each approved founder. If for any reason one or more directors cease to hold office, the others shall re-form the Board under the Articles of Association in order to assure the operations and continuity of the Foundation's governance body, so that the founders continue to be represented in the same initial proportion, where necessary adjusted by the application of paragraph one of this article.If the lifetime directors cease to hold office for any reason whatsoever, they may only be replaced by directors appointed for a term of office.The members co-opted by the Board of Directors shall remain in office until the expiry of the whole Board.Still, if the majority of the Board of Directors ceases to hold office, then the entire Board will be reappointed by the founders for a three-year term, again in compliance with the proportional clause under paragraph one of this article and the provisions under paragraph three of this article.If any appointed director does not accept the appointment in writing within thirty days from notification received from the President of the Foundation, then it is understood that they have refuses the appointment; in that case another director shall be appointed or co-opted.Board members are remunerated, unless the actual Board decides otherwise in relation to specific scenarios.With the attendance and approval of at least two-thirds of its members, the Board of Directors may co-opt new members to increase the number of directors to no more than nine.
 

 

Article 14 - BOARD OF DIRECTORS - DUTIES AND POWERS

The Board of Directors is vested with full powers for day-to-day and extraordinary management of the Foundation. In particular:

It approves the Financial Statements, which must be prepared annually;It decides whether or not to accept grants, donations and bequests, as well as to purchase and/or dispose of real estate and movables.It orders the most secure and feasible use of the assets;It decides on any collaboration agreements between the Foundation and other national or international public or private entities and individuals;It decides where or not to set up study and research centres, and governs their organisation and operations;It appoints the members of the Scientific Committee and appoints the Auditor and Secretary General, deciding on their powers;It may set up an Honorary Committee with high-ranking duties, appointing its members and deciding on the number;It votes on any amendments to the Articles of Association, with the attendance and approval of at least two-thirds of its members.It votes on all initiatives to achieve the Foundation's objects.
It votes on the appointment and dismissal of management and the corresponding legal and economic terms.
It votes on the powers and duties it intends to grant to one or more directors in addition to those they may already have according to the Articles of Association.

 

 

Article 15 - BOARD OF DIRECTORS - CONVENING AND MEETINGS

The Board of Directors meets at least twice a year and meetings are convened by the President, who chairs them.Meetings shall also be convened any time a minimum of two directors requests one.The majority of directors in office attending the Board meeting are required to achieve the quorum and to vote on resolutions, which are decided by the absolute majority of directors attending, except for resolutions requiring the majority of two-thirds of the members pursuant to the Articles of Association. If the numbers of votes for and against a proposal are equal, the President has a casting vote.The Secretary General participates in the Board of Directors' meetings and has the right to express their opinion, acting as Secretary of the Board meeting.Board meetings may be held by audio-conference as long as they comply with the formal procedures, the principles of good faith and equal treatment of participants and as long as it is possible to confirm the identity and legitimate attendance of participants, to correctly take the minutes and to debate and simultaneously vote on the items on the agenda. The formal venue is the location of the meeting's Chairman and Secretary.The Secretary General is responsible for taking the minutes of the Board of Directors' meetings in the register.
 

 

Article 16 – PRESIDENT AND VICE-PRESIDENT

Riccardo Garrone shall preside over the Board of Directors for his lifetime.Likewise, Carla Garrone Mondini shall be vice-President of the Board of Directors for her lifetime.After this, the Board of Directors shall appoint the President and Vice-President from within their ranks. They will remain in office until the expiry of their appointment as Members of the Board, and they may be re-elected.The President is the legal representative of the Foundation vis-à-vis third parties and the courts.The President can bring and oppose actions before any administrative or legal authority, appointing attorneys and other legal counsel.The President may delegate some of their powers to individual Directors, and appoint special proxies for single actions.The President has all powers to take whatever initiative is required for the Foundation's administrative and management operations; the President may delegate single duties to the Vice-President who shall in any case take on the President's duties if the President is absent or incapacitated.By mandate of the Board of Directors, the President - assisted by the Secretary General - shall handle relations with Public and Private Bodies, Institutions and Enterprises and other organisations, in order to set up partnerships to support the single initiatives of the Foundation.The Foundation shall be represented by the Vice-President if the President is absent or incapacitated, or if the latter has delegated them by specific proxy.
 

 

Article 17 – SECRETARY GENERAL

According to the provisions in article 14, the Board of Directors appoints the Secretary General and sets their powers, term of office, remuneration and job description.
In particular, they:

Handle the Foundation's organisational and administrative management, as well as organising and promoting single initiatives, arranging for the resources and tools required to implement them;They put into practice the resolutions passed by the Board of Directors and the deeds of the President and of the Vice-President, where applicable and for the matters under their responsibility.

 
The Secretary General participates in the Board of Directors' meetings and has the right to express their opinion, acting as Secretary of the Board meeting.
 

 

Article 18 – SCIENTIFIC COMMITTEE

The Scientific Committee is the Foundation's expert body and is composed of between five and nine members, selected and appointed by the Board of Directors from Italian or foreign persons who are especially qualified and renowned in the field of Public Education, Industry, Science or Technology and Culture in general, and in the matters of interest to the Foundation in particular.The Scientific Committee provides expert advice and works with the Board of Directors and with the Secretary General to define the Foundation's programmes and activities. In particular, it performs a technical and advisor role with regard to the annual programme of initiatives and to any other issue for which the Board of Directors expressly requests its opinion.The members of the Scientific Committee remain in office until the expiry of the Board that appointed them, and may be re-elected.Their appointment may be terminated through resignation, incompatibility or revocation.The Scientific Committee meets at least once before the end of the year, convened by the President in order to prepare the annual programme of activities to submit to the Board of Directors and to define the cultural aspects of the single events of major significance. It shall also meet every time a reasonable request is made by at least two of its members or the Secretary General, indicating the issues to be covered.The Foundation's President and Secretary General participate in the meetings of the Scientific Committee.The Secretary General is responsible for taking the minutes of the Scientific Committee meetings in the register.
 

 

Article 19 – AUDITOR

The Board of Directors appoints the Auditor pursuant to article 14 and also resolves on their remuneration.The Auditor shall audit the finances, make sure the books are kept, and express their opinion vis-à-vis the Budgets and the Final Accounts in a specific report.The Auditor may attend the Board of Directors' meetings.Their term of office is three financial years and they may be reappointed.
 

 

PART IV Final Clauses

 

Article 20 – DISSOLUTION

If the Foundation is dissolved for any reason whatsoever, its assets shall be disbursed to another entity with the same objects or for the purposes of public utility, after consulting the Inspection Body under article 3(190) of Italian Law no. 662 of 23 December 1996, unless otherwise provided for by law.
 

 

Article 21 – REFERRAL CLAUSE

For anything not expressly covered by these Articles of Association, refer to the provisions of the Italian Civil Code and to any other applicable statutory requirements in force.

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