Our Articles of Incorporation and By-Laws

1.1  It is hereby incorporated, by transformation of the Italian Association for Cancer Research and by the subsequent merger by incorporation of the “Italian Foundation for Cancer Research - A.I.R.C.”, a Foundation named “AIRC Foundation for Cancer Research NGO” (hereinafter the “AIRC Foundation”). It will make use of this denomination in its deeds, correspondence and communications to the public. The AIRC Foundation is the legal and ideal continuation of the Italian Association for Cancer Research, founded in Milan in 1965.

1.2  The AIRC Foundation is non-partisan and non-denominational, non-profit, not even indirect, and operates – pursuing civic, solidarity and socially useful purposes – in the field of cancer prevention, research and treatment.

1.3  The AIRC Foundation pursues its institutional purposes in accordance with the principles of transparency, efficiency, meritocracy and non-discrimination by which its organization is inspired. Funding for scholarships and research projects is selected in line with international best practices.

1.4  The AIRC Foundation has an unlimited duration.

2.1  The AIRC Foundation carries out its purposes by drawing inspiration from the principles set forth in Articles 2 and 9 of the Constitution of the Italian Republic, by exercising exclusively or principally activities of general interest in the areas set forth in Article 5, paragraph 1, of the Legislative Decree 117/2017 letter h) (scientific research of special social interest); letter i) (cultural activities of social interest) and letter u) (disbursement of money, goods or services in support of activities of general interest).

Within the above-mentioned areas, the AIRC Foundation carries out the following activities:

1. financial support of scientific research on cancer in its laboratory and clinical aspects and, in particular, funding of cancer research projects and scholarships for the further training of researchers engaged in general interest activities including training undergraduate and postgraduate studies;
2. promotion and organization of seminars, training courses, events, conventions, meetings and proceeds to the publication of the related deeds or documents as well as all those initiatives suitable for fostering an organic contact between the AIRC Foundation, national and international operators and bodies, related people and the public;
3. spreading the study activities and the results of national and international oncological research;
4. raising public awareness of the importance of prevention, early diagnosis and promotion of healthy lifestyles and proper nutrition;
5. oncological scientific research carried out directly or through universities, research institutions, other public and private entities, and in particular, the “AIRC Foundation Institute of Molecular Oncology Third Sector Entity” (hereinafter the “IFOM”).

2.2  The AIRC Foundation promotes and organizes the fundraising necessary to finance its activities of general interest in the manner set forth in Article 7 of the Legislative Decree No. 117 of July 3, 2017; it may also carry out different activities, provided that they are secondary and instrumental to the activities of general interest, in the manner set forth in Article 6 of Legislative Decree No. 117/17 and subsequent implementing decrees, identified by the Board of Directors.

2.3  In pursuing its purposes, the AIRC Foundation may, among other things:

1. enter into agreements with public and private entities and institutions;
2. establish and manage, with separate accounts, research institutes and centers that are instrumental to the pursuit of its statutory purposes;
3. constitute funds and assets earmarked and restricted for a specific purpose;
4. establish, participate in, and collaborate with foundations and other nonprofit entities with purposes similar to its own, join national and international entities that carry out activities consistent with the purposes of the AIRC Foundation;
5. establish or participate in commercial companies instrumental to the pursuit of its purposes, the financial statements of which must be attached to the AIRC Foundation’s financial statements;
6. purchase, sell, manage, lease, own for any reason, real estate, movable property, facilities, equipment and materials useful and necessary for the performance of its activities;
7. carry out banking, financial, and movable transactions and enter into contracts and agreements with private and public entities for the performance of its activities.

3.1 The Foundation operates through the financial contribution of its supporters, whether they a

3.1  The AIRC Foundation has its registered office in Milan and is organized on the Italian territory through Regional Committees, established by the Board of Directors and composed exclusively of volunteers as well as through Regional Offices.

3.2   The change of address of the registered office in the same municipality is resolved by the Board of Directors, which, during the following thirty days, must file the minutes of the transfer resolution with the competent Register.

4.1  The AIRC Foundation shall cease to exist in the occurrence of the causes of extinction provided for by law or following a resolution of the Board of Directors, taken after the mandatory but non-binding opinion of the Steering Council pursuant to Article 7.6 (i), with the favorable vote of at least three-fourths of the members of the Board of Directors. The resolution of the Board of Directors, if it differs from the opinion rendered by the Steering Council under Article 7.6 (i), shall be reasoned.

4.2  In implementation of the resolution of termination, the Board of Directors shall appoint three liquidators, who may also be chosen amongst the outgoing directors.

4.3 At completion of the liquidation, the residual assets will be devolved, subject to the opinion of the Regional Office of the Single National Register of the Third Sector referred to in Article 45, paragraph 1, of the Legislative Decree 117/2017, to another Third Sector Entity chosen by the Steering Council, or, in the absence of indications, to the ‘Italia Sociale Foundation’.

5.1. The assets of the AIRC Foundation shall consist of:

1. the minimum assets;
2. the reserves earmarked and restricted for a specific purpose;
3. the public and private contributions, donations, testamentary bequests and any other assets received by the AIRC Foundation for any reason with express destination and/or resolved by the Board of Directors to increase the assets;
4. by any other property received by the AIRC Foundation in any capacity and which is expressly allocated to increase the assets;
5. from the operating surplus for the year;
6. from the reserve funds established from any operating surplus.

The AIRC Foundation gets its resources:

1. from annuities and income from the management of the assets;
2. from sums derived from the sale of goods which are part of the assets;
3. from liberal donations and public and private contributions made to the AIRC Foundation for the achievement of its purpose;
4. from operating surpluses from previous years not allocated to reserves restricted;
5. from income, revenues, receipts from general interest activities;
6. from income, revenues, receipts from different activities;
7. from income from fundraising, including public collections of funds made on an occasional basis, including through offerings of goods of modest value or services to benefactors, in conjunction with celebrations, anniversaries or awareness campaigns.

5.2 The assets of the AIRC Foundation, including any bequests, revenues, annuities, proceeds, income however denominated, is used for the carrying out of the statutory activity, for the exclusive pursuit of civic purposes, solidarity and social utility.

5.3 It is forbidden to distribute, even indirectly, profits and operating surpluses, funds and reserves, however denominated, to founders, employees and collaborators, directors and other members of the governing bodies pursuant to and in the manner set forth in Article 8, paragraph 2 of the Legislative Decree 117/17.

6.1  AIRC Foundation’s Institutional Bodies are:

1. the President and the Deputy Vice President;
2. the Steering Council;
3. the Board of Directors;
4. the Supervisory Body;
5. the Scientific Director and the Scientific Technical Committee;
6. the Ethics Committee;
7. the Research Advisory Committee.

The President, the Deputy Vice President and the members of the Board of Directors remain in office for a term of four years, starting from the date of their appointment until the approval of the financial statements for the fourth fiscal year; they shall be renewable, subject to the provisions of the following articles. No person who has reached the age of eighty years may be appointed/renewed as a member of any of the Institutional Bodies of the AIRC Foundation. A member of any Body of the Foundation who fails to attend, without justified reason, three consecutive meetings of the Body to which he/she belongs shall forfeit his/her office. Forfeiture of office is declared by the Body to which the member belongs.

6.2  All mandates referred to in Article 6.1 above are free of charge, except for the reimbursement of the authorized expenses, with the exception of the Scientific Director, the Managing Director, the Supervisory Body and any Board of directors’ members who are specifically delegated, who may be granted compensation in the amount determined by the Board of Directors, proportionate to the activity, responsibilities assumed and specific skills and in any case in line with those provided for in entities operating in the same or similar sectors and conditions.

6.3  In order to be appointed as members of the Institutional Bodies, it is necessary to meet the requirements of honorability, professionalism, and independence set forth in the Italian Civil Code.

6.4  Members of the Foundation Bodies may not be recipients of institutional disbursements from the AIRC Foundation with the exception of members of the Scientific Technical Committee and of the Research Advisory Committee.

6.5  A person who is disqualified, incapacitated, bankrupt, or who has been sentenced to a punishment that entails disqualification, even temporary, from public office or inability to hold executive office may not be appointed as a member of an Institutional Body and, if appointed, shall forfeit his or her office.

7.1  The Steering Council represents the various cultural, business and scientific realities of the Italian territory and society and is responsible for defining the programmatic and strategic directions of the AIRC Foundation.

7.2   The Steering Council is composed of a number of members varying from thirty-five to thirty-nine. Members of the Steering Council by right are the Regional Presidents appointed in the manner set forth in Article 18. Members of the Steering Council must have proven experience in the fields of scientific research, medical, financial, legal, economic, marketing, business management, humanities, or civic volunteerism.

7.3  The Steering Council is responsible, by the affirmative vote of the majority of the members of the Steering Council, for the appointment of:

1. newly appointed members of the Steering Council, after preliminary investigation by the Nominations Committee as provided in Article 8 below, as well as the reappointment of existing members for a subsequent term;
2. the President of the AIRC Foundation, who assumes by right the office of President of the Steering Council and Chairman of the Board of Directors, chosen amongst the members of the Steering Council;
3. one or two Vice Presidents, one of whom is a Vice President, chosen from amongst the members of the Steering Council;
4. the members of the Board of Directors, with mandatory abstention of the members of the Steering Council who are candidates, after determining the number;
5. the Regional Presidents in the manner set forth in Article 18;
6. the Supervisory Body, in accordance with the provisions of Article 15;
7. the Auditing Company, in accordance with Article 20;
8. of the members of the Nominations Committee;
9. of the members of the Ethics Committee, upon the proposal of the President, subject to the opinion of the Nominations Committee following the preliminary investigation referred to in Article 8 below.

7.4  In the event of serious breach of the law, the by-laws, the Code of Ethics, and the procedures, protocols, and regulations adopted by the AIRC Foundation, or in the event of failure to contribute to AIRC’s mission and/or planned objectives, the Steering Council is empowered, by the affirmative vote of the majority of its members, to dismiss:

1. the members of the Steering Council;
2. the members of the Board of Directors;
3. upon proposal of the Board of Directors, the Chairmen of the Regional Committees;
4. the members of the Nominations Committee;
5. the members of the Ethics Committee.

7.5  The Steering Council also resolves:

• by the affirmative vote of two-thirds of its members on the responsibility of the members of the AIRC Foundation Bodies and the initiation of liability action against them;
• by the affirmative vote of the majority of the members present at the meeting, on the content of the Code of Ethics, upon the proposal of the Board of Directors.

7.6  The Steering Council issues mandatory and non-binding opinions:
A) by the affirmative vote of two-thirds of its members:

1. on the dissolution of the AIRC Foundation pursuant to Article 4.1 above;
2. on amendments to the by-laws proposed by the Board of Directors pursuant to Article 11.4 (vii);

B) with the affirmative vote of the majority of the members present at the meeting:

1. on the three-year management planning document prepared by the Board of Directors;
2. on the proposed Financial Statements prepared by the Board of Directors;
3. on the appointment of the Scientific Director;
4. on the Scientific Plan prepared by the Scientific Director and relating to institutional programs, investments and disbursements, after obtaining the opinion of the Research Advisory Committee;
5. on the Rules of organization and operation of the Scientific Technical Committee.

Thirty days after receipt of the documented proposals sent by the Board of Directors, in the absence of an expressed opinion, the Steering Council shall be deemed to have expressed in positive terms its mandatory and non-binding opinion. The opinion of the Steering Council is taken by resolution or, exceptionally, by written consultation.

7.7  Regarding the management of meetings of the Steering Council:

1. the Steering Council meets at least four times a year;
2. each member is entitled to one vote, in case of a tie the President’s vote prevails;
3. the Scientific Director, the Managing Director and any third parties, including those from outside the AIRC Foundation, whose presence is deemed useful for the work of the Steering Council may attend meetings of the Steering Council upon invitation of the President, without voting rights;
4. the Steering Council is convened by the President by suitable means to ensure receipt of the convocation at least ten days before the meeting. The President is required to convene the Steering Council when at least one third of its members make a reasoned written request with an indication of the items to be discussed.
5. The notice of the meeting must contain the day, time and place (physical or virtual) of the meeting and the matters to be discussed and may, in addition, provide for the meeting to be held exclusively by means of telecommunication under the conditions indicated below.

Meetings of the Steering Council are valid with the presence of half of its members, and resolutions are adopted with the quorums provided for in Articles 7.3,7.4, 7.5.1, 7.5.2 and 7.6.

Meetings of the Board of Directors may be held by means of telecommunication under the following conditions to be noted in the relevant minutes:

1. that it is allowed to the Chairman of the meeting to ascertain the identity of those present, regulate the proceedings of the meeting, and determine and proclaim the results of voting;
2. that it is allowed for the person taking the minutes to adequately follow and understand the events of the meeting being recorded;
3. that those in attendance are allowed to participate in the discussion and simultaneous voting on the items on the agenda.

7.8  The members of the Steering Council who are also members of the Board of Directors, with the exception of the Chairman, must abstain from voting in the resolution for the appointment of the Supervisory Body and in resolutions concerning issues and documents submitted by the Board of Directors as well as in any case of conflict of interest.

7.9  If one or more members leave office before the expiration of their term, the Steering Council shall replace them by co-optation in accordance with the procedure set forth in Article 8. The member so appointed remains in office until the end of the term of the replaced member.

7.10  Members of the Steering Council have the right to vote from the day of their appointment and may not vote by proxy.

7.11  The Steering Council shall keep the book of its meetings and resolutions.

7.12  Articles 23, 24, and 25 of the Legislative Decree 117/2017 do not apply.

8.1  The Steering Council shall constitute within itself a Nomination Committee consisting of five members, including the President and the Deputy Vice President. The names of the remaining three members of the Committee will be proposed by the President and cannot be members of the Board of Directors.

8.2 The Nominations Committee is responsible for the preliminary investigation, for the purpose of identifying candidates for the positions of member of the Steering Council, the Board of Directors, the President of the Regional Committee, and the member of the Ethics Committee, including in the event of possible co-option. Any reappointments to the above positions must be evaluated, taking into account the contribution made to the AIRC Foundation by the candidates during their office. Members of the Steering Council may also be evaluated among the candidates for the office of Board of Directors, within the limits of two-thirds.

8.3  The President convenes the Nominations Committee to submit nominations reported by members of the AIRC Foundation Bodies, accompanied by appropriate documentation on the professional and personal characteristics of the candidates. Within sixty days, the Nominations Committee must conduct the investigation and express an opinion on a shortlist of nominations. Nominations shall be submitted by the President to the Steering Council for appointment within four months prior to the expiration of the term of office of the members to be renewed, accompanied by the non-binding opinion of the Nominations Committee.

9.1  The President and the Deputy Vice-President remain in office for four years, until the approval of the financial statements for the fourth fiscal year and are renewable for another two consecutive terms.

9.2  The President has the legal representation of the AIRC Foundation, takes care of institutional relations, ensures compliance with the resolutions of the statutory bodies and respect for their competencies as well as the unity of the AIRC Foundation’s direction; convenes and chairs the Steering Council, the Board of Directors, and the Nominations Committee.

9.3 In case of the absence or impediment of the President, his functions are temporarily assumed by the Deputy Vice President.

9.4  Before third parties and all public offices, the signature of the Deputy Vice President shall be full evidence of the absence due to the President’s impediment.

9.5  The President may propose to the Steering Council the appointment of a second Vice President chosen amongst the members of the Steering Council. If appointed, the second Vice President will remain in office for the duration of the President’s term of office.

10.1  The Board of Directors consists of a minimum number of seven up to a maximum number of nine members, at least one third of whom are from outside the Steering Council. The following are members of the Board of Directors: the President of the Steering Council, who also assumes the office of Chairman of the Board of Directors, the Deputy Vice President and the Second Vice President, if appointed. The Board of Directors remains in office for four fiscal years, until the approval of the financial statements for the fourth fiscal year, and its members are eligible for re-election for two more consecutive terms.

10.2  If the Chairman and/or one or more Directors of the Board of Directors leave office during the fiscal year, the Steering Council shall immediately provide for their replacement in accordance with Articles 7 and 8. The Board of Directors may provide for their replacement by co-option until the next meeting of the Steering Council, which may ratify the replacement or provide for the appointment of a different member of the Board of Directors pursuant to Articles 7 and 8. The member so appointed shall hold office until the end of the term of the Board of Directors and may be reappointed. If the majority of the members of the Board of Directors leave office during the fiscal year, the Board of Directors shall lapse and the Steering Council shall appoint new members within sixty days pursuant to Articles 7 and 8. In any case, the resigning Directors retain the powers of administration until the date of acceptance of all members of the new Board of Directors.

10.3  Members of the Board of Directors shall be chosen amongst those with proven experience in the fields of scientific research, medical, financial, legal, economic, marketing, business management, humanities, or volunteer civil.

10.4 The office of member of the Board of Directors is compatible with that of member of the Steering Council.

11.1  The Board of Directors is vested with the powers of ordinary and extraordinary administration of the AIRC Foundation. The Board of Directors may also delegate part of its powers to the Chairman or to a Director; it may also appoint attorneys for certain acts or categories of acts, all within the limits identified by its own resolution passed and recorded in the competent public registers in the forms prescribed by law; it may employ consultants and form committees within itself with executive, proposing or advisory functions.

11.2  The power of representation granted to Directors in accordance with the by-laws is general. Limitations on the power of representation shall be recorded in the appropriate public records.

11.3  The Board of Directors appoints and removes:

1. the Managing Director and defines the relative position of Chief Operating Officer of the AIRC Foundation, conferring the powers for the organizational, administrative and internal control management of the AIRC Foundation;
2. the Scientific Director, chosen amongst scientific personalities of great experience in oncology, defining the relative assignment;
3. the members of the Scientific Technical Committee upon proposal of the Scientific Director;
4. the President of the Research Advisory Committee;
5. the members of the Research Advisory Committee upon the proposal of the President of the Committee;
6. the representatives of the AIRC Foundation in the statutory bodies of IFOM, in line with the provisions of IFOM’s by-laws;
7. the Regional Directors and Provincial Directors upon proposal of the Regional Presidents.

11.4  The Board of Directors approves:

1. the Financial Statements, the Preliminary Balance Sheet and the Social Balance Sheet, referred to in Article 14 of Legislative Decree 117/17;
2. the Scientific Management’s proposals for requesting funds for institutional disbursements and the Scientific Plan prepared by the Scientific Director, after obtaining the opinion expressed by the Research Advisory Committee;
3. the three-year management planning document on the proposal of the Chairman and the Managing Director, the implementation of which it periodically monitors;
4. executive projects that are among the various activities referred to in Article 6 of Legislative Decree 117/2017, the secondary and instrumental character of which it documents in the mission report;
5. upon the proposal of the Chairman and the Managing Director, the organizational, administrative, and accounting structure of the AIRC Foundation, with particular reference to the system of internal control and risk management, including those arising from the coordination and control of intramural institutes;
6. the regulations of the Scientific Technical Committee;
7. amendments to the by-laws, subject to the mandatory and non-binding opinion of the Steering Council in accordance with Article 7.6 (ii); the resolution on amendments to the by-laws of the AIRC Foundation, if the Board of Directors intends to depart from the opinion of the Steering Council, must be justified and adopted with the favorable vote of three-fourths of the Directors;
8. the dissolution of the AIRC Foundation pursuant to Article 4.1;
9. upon the proposal of the Managing Director, the AIRC Foundation’s internal procedures inherent to processes significant to the AIRC Foundation, governing the organization of the management model pursuant to Legislative Decree 231/01 where adopted;
10. in accordance with the commitments of the Italian Foundation for Cancer Research-Airc, the framework agreement with IFOM, pursuant to which it deliberates on the relevant resources to be disbursed annually in accordance with the Multi-Year Strategic Plan presented by IFOM with the obligation of reporting;
11. the establishment of one or more funds or assets earmarked and restricted for a specific purpose or specific business under the conditions and within the limits provided for by the applicable law;
12. the regulation of conflict of interest management.

11.5  The Board of Directors shall maintain the minute book of meetings and resolutions of the Board of Directors, delegating authority to the Chairman.

11.6  The Chairman and/or the Managing Director shall update the Board of Directors on the economic and financial performance of the AIRC Foundation on a quarterly basis.

12.1  The Board of Directors shall be convened by the Chairman by suitable means to ensure proof of receipt of the notice at least seven days before the meeting. The Chairman is required to call a meeting of the Board of Directors when at least one-third of its members make a written request indicating the items to be discussed. The notice of meeting must contain the day, time and place (physical or virtual) of the meeting and the items to be discussed and may, also, provide for the meeting to be held exclusively by telecommunication means pursuant to Article 12.3 below.

12.2  Meetings of the Board of Directors are valid with the presence of the majority of the members and resolutions are validly passed with the favorable vote of the majority of those present, with the exception of resolutions to dissolve the AIRC Foundation pursuant to Article 4.1 and of the resolution to amend the by- laws pursuant to Article 11.4, vii). In the event of a tie vote, the vote of the person presiding over the meeting shall prevail. The Supervisory Body shall be invited to attend meetings of the Board of Directors, without voting rights; the Scientific Director may also be invited to attend, without voting rights.

12.3 Meetings of the Board of Directors may also be held by means of telecommunication, under the following conditions to be noted in the relevant minutes:

1. that it is allowed to the Chairman of the meeting to ascertain the identity of those present, regulate the proceedings of the meeting, and ascertain and proclaim the results of the voting;
2. that it is allowed for the person taking the minutes to adequately follow and understand the proceedings of the meeting;
3. that it is allowed for those present to participate in the discussion and simultaneous voting on the items on the agenda.
4. Meetings of the Board of Directors are in any case valid – even if they are not convened – when attended, including by tele/video conference, by all the Directors in office and the entire Supervisory Body.

13.1  The Scientific Technical Committee is the body of the AIRC Foundation which, chaired by the Scientific Director, has the function of evaluating research projects and applications for scholarships. The Scientific Director holds office for four years and his or her term is renewable for an additional four years.

13.2  The members of the Scientific Technical Committee, identified amongst experts in oncology research, are appointed by the Board of Directors upon the proposal of the Scientific Director, remain in office for four fiscal years and are renewable once. Each year the Scientific Technical Committee is usually renewed by one quarter of its members according to seniority of appointment.

13.3  The Scientific Technical Committee is composed of a minimum of twenty up to a maximum of seventy members, in a number suitable to ensure the presence of the professional skills necessary to carry out its functions. The meetings of the Technical Scientific Committee may be attended, without voting rights, by the President of the AIRC Foundation and the Managing Director.

13.4  The evaluation of projects and scholarships, received following the publication of announcements, is carried out by the members of the Technical Scientific Committee and other international reviewers appointed by the Scientific Director, so as to ensure evaluation on the basis of independent, transparent, meritocratic judgment and in compliance with internal procedures on conflict of interest. The Scientific Director is required to inform the Board of Directors about the appointment of the international reviewers.

13.5  The Scientific Director formulates financing proposals and monitors the scientific and economic reports of the beneficiaries and defines the three-year Scientific Plan to be submitted to the Board of Directors.

13.6  The organization and functioning of the Scientific Technical Committee shall be determined by special Regulations, prepared by the Scientific Director and approved by the Board of Directors, after consultation with the Steering Council.

14.1  The Research Advisory Committee (also “AIRC International Advisory Board – AIAB”) is an advisory body that operates with absolute autonomy and independence to optimize cancer research strategies and is composed of scientists working in Italy or abroad in a number of not less than five and not more than ten.

14.2 The President and members of the Research Advisory Committee must have a high international scientific profile in oncology research, be figures of high moral and cultural stature, and have in-depth knowledge of the needs and problems of oncology research.

14.3  The Research Advisory Committee and its President are appointed by the Board of Directors, serve for four fiscal years, and are renewable for one consecutive term.

14.4  The Research Advisory Committee acts as an advisory board, advising, even on its own initiative, on the general choices and planning of the AIRC Foundation’s scientific directions in the field of basic and clinical research and the optimization of the research strategies promoted by the AIRC Foundation. The Research Advisory Committee may be asked for scientific opinions on research activities financed by the AIRC Foundation to determine the best strategy for future studies. The Research Advisory Committee issues prior opinions on the three-year Scientific Plan prepared by the Scientific Director.

14.5  Meetings of the Research Advisory Committee may be attended, without voting rights, by the President of the AIRC Foundation, the Managing Director, and the Scientific Director.

15.1  The Steering Council appoints a Supervisory Body consisting of three members, plus two alternates, chosen within the categories referred to in Article 2397, paragraph 2, of the Italian Civil Code, and chooses its President. Article 2399 of the Italian Civil Code applies to the members of the Supervisory Body.

15.2 The Supervisory Body remains in office for four fiscal years, until the approval of the financial statements for the fourth fiscal year and may be reappointed.

15.3  The Supervisory Body monitors the compliance with the law and the by-laws and the compliance with the principles of proper administration, also pursuant to Legislative Decree 231/2001, as well as the adequacy of the organizational, administrative and accounting structure of the AIRC Foundation and its concrete functioning. The Supervisory Body monitors the compliance with the civic, solidaristic and socially useful purposes referred to in Legislative Decree 117/2017 and certifies that the social report complies with the provisions of applicable law. The members of the Supervisory Body may at any time proceed, even individually, to acts of inspection and control, and, to this end, may ask the Directors for information on the progress of the company’s operations or on certain affairs.

15.4  Members of the Supervisory Body may not hold any office or serve in any capacity within the AIRC Foundation. Members of the Supervisory Body participate, without voting rights, in the meetings of the Board of Directors and the Steering Council. In the event of the inability or termination of a member, for whatever cause, he or she shall be replaced by the oldest alternate member, who remains in office until the first meeting of the Steering Council, which shall appoint the full and alternate members necessary for the integration of the Supervisory Body. The members thus appointed remain in office until the end of the term of office of the other members.

16.1   The Steering Council, upon proposal of the President, subject to the opinion of the Nominations Committee pursuant to Article 8, appoints the Ethics Committee, composed of three members of which at least one is external to the Steering Council, who will be appointed as President of the Ethics Committee.

16.2  The Ethics Committee supervises the observance of the Ethics Code and examines each communication received, managing the subsequent verifications with the appropriate confidentiality on the investigation and the identity of the reporter.

17.1 The AIRC Foundation operates through the economic contribution of supporters, either individuals and/or legal entities, public and/or private, the collaborations of its volunteers and the activity of its employees and collaborators, without any gender, political, ideological and religious discrimination.

17.2 The volunteer is a person who freely and spontaneously makes his/her time and abilities available, without charge and with spirit of solidarity service, without any lucrative purpose, not even indirect, and exclusively to support the AIRC Foundation both in operational activities and during national or local fundraising events or in outreach initiatives.

17.3  In accordance with the legislation in force, the AIRC Foundation avails itself of volunteers in possession of adequate moral requirements and that undertake to comply with such by-laws, the guidelines provided by the AIRC Foundation and the Ethics Code of the AIRC Foundation.

17.4   The Article 17 paragraph 4 of the Legislative Decree 117/2017 does not apply to any eventual reimbursement of expenses. Lump-sum expense reimbursements are prohibited.

18.1  The Steering Council appoints the Presidents of the Regional Committees upon proposal of the President of the AIRC Foundation, after obtaining the opinion the Nominations Committee as per Article 8; they remain in office until the approval of the financial statement related to the fourth year of their mandate and with the possibility of reappointment.

18.2  The Presidents of the Regional Committees of the AIRC Foundation operate on a voluntary and non- occasional basis; they provide voice to the different cultural, businesses and scientific realities of the relevant territories; they contribute to the promotion of fundraising activities e and the dissemination of the mission of the AIRC Foundation, using the Regional offices of the AIRC Foundation; they are members by right of the Steering Council of the AIRC Foundation for the duration of their appointment.

18.3  The Presidents of the Regional Committees of the AIRC Foundation report periodically, upon request of the Board of Directors, on the activities carried out by them, or that they intend to carry out, in the relevant territory.

18.4   Based on the indications of the Regional Presidents, the Board of Directors appoints the Regional Councilors and the Provincial Councilors of the Regional Committees.

18.5  The Regional Councilors and the Provincial Councilors of the AIRC Foundation operate on a voluntary and non-occasional basis; they are selected and coordinated by the Regional Presidents of AIRC Foundation in their territory of reference to amplify, in a capillary manner, the AIRC’s Foundation mission and promote the fundraising activities, in accordance with the guidelines provided by the AIRC Foundation. The Regional Presidents of the AIRC Foundation meet periodically with the Regional Councilors and with the Provincial Councilors to inform them on the activities of the AIRC Foundation to collect suggestions and proposals regarding the activities on the relevant territories.

18.6  The Regional Councilors and the Provincial Councilors are selected among those who have experience in scientific research, medical, financial, legal, economical, marketing, business management, humanistic or civil volunteering matters.

19.1  The financial year end on 31 December of each year. At the end of each financial year, the Board of Directors drafts the Financial Statement, consisting of the balance sheet, the management statement of income and expenses and the mission report with the illustration of the budget items, the AIRC Foundation’s economic and financial performance and the methods of pursuit of the by-laws purposes, all in the form and according to the indications provided for by the laws and regulations in force.

19.2  The Financial Statement, by the end of April of each year, is subject to the opinion of the Steering Council and, by the end of May of each year, is approved by the Board of Directors stating in the minutes of the reasons for which the Board of Directors differs from the possible contrary opinion of the Steering Council. The Financial Statement, by the end of June of each year, is published on the AIRC Foundation’s website and in the Fundamental Magazine, and it is filed within the legal terms.

19.3  The Board of Directors drafts the Social Balance Sheet pursuant to the guidelines of Article 14 of the Legislative Decree 117/2017 by the end of May of each year and it submits it to the Supervisory Body, which certifies that the Social Balance Sheet was drafted in accordance with the mentioned guidelines. The Social Balance Sheet, by the end of June, is published on the AIRC Foundation’s website and filed within the legal terms.

20.1  The accounting records and the Financial Statement are subject to the legal audit from an independent auditing company, appointed by the Steering Council. The legal audit of the AIRC Foundation is governed by the provisions set forth in the Legislative Decree 39/10, to the extent applicable.