OOrganisation
The Board of Trustees of the Cook & Chef Institute Foundation shall have a Chairman, a Director and a Secretary.
THE RESPONSIBILITY OF THE CHAIRMAN OF THE BOARD OF TRUSTEES:
To convene the Board of Trustees (except for reasons of extreme urgency or other similar reasons) in writing, indicating the Agenda of the meeting.
To ensure that the Trustees receive sufficient information on the issues to be discussed in advance of the meetings, according to the Agenda.
To coordinate the Commissions or working groups which have been constituted by the Board of Trustees or which are foreseen in the Local Statutes.
THE RESPONSIBILITY OF THE DIRECTOR:
The execution and management of the Annual Action Plan, approved by the Board of Trustees, as well as the agreements it may reach.
THE RESPONSIBILITY OF THE SECRETARY:
To ensure that the actions and agreements of the Board of Trustees are in accordance with the letter and doctrinal or judicial interpretation of the laws and regulations which must be complied with.
To ensure that the actions or resolutions of the Board of Trustees are in accordance with the Articles of Association and the implementing regulations issued by the Board of Trustees itself.
To record the proceedings of the meetings of the Board of Trustees in the minute books and to retain such records.
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Standards of good governance
PURPOSE AND MISSION
The Board of Trustees shall perform its function while guided by the aims and mission of the Foundation, in accordance with its own Statutes, as well as in accordance with the social function which it may develop at any given time.
The Board of Trustees shall always act with unity of purpose, its basic mission being the approval of the Foundation’s Annual Action Plan and the supervision of the fulfilment of its objectives and social function.
The Board of Trustees shall direct and channel the Foundation’s strategy of action with regard to the media, disseminating and explaining its mission and results.
The Trustees shall ensure that the Foundation has adequate resources for the fulfilment of its purposes.
The actions of the Trustees shall be based on the principle of transparency of information and, in particular, on the origin and destination of the funds, activities and results of the Foundation.
COMPOSITION OF THE BOARD OF TRUSTEES
The Board of Trustees, as the governing and representative body of the Foundation, is responsible for fulfilling the Foundation’s functional aims and administering the assets and rights which make up the Foun- dation’s estate, fully maintaining the performance and usefulness of the aforementioned in the terms established in the regulations on foundations.
The Board of Trustees shall be formed by a minimum of three and a maximum of seven members.
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STANDARDS
In general, all Trustees shall conduct themselves and behave in accordance with the following rules:
All Trustees, the Secretary and the Director called to the meetings of the Board of Trustees must attend them personally. They may delegate another Trustee in duly justified situations.
All those attending the sessions or meetings of the Board of Trustees must maintain absolute confidentiality regarding the subjects discussed and the development of the interventions of each of those present at the sessions or meetings.
The agreements adopted may only be made public by those who have to implement or support them and to those to whom they are necessarily addressed. In addition, they shall keep confidential any agreements, arrangements or discussions which may have been reached or held with third parties, if so agreed with them.
The Trustees must actively participate in the meetings of the Board of Trustees and must assume and diligently execute the tasks, functions or assignments inherent to their position, and which the Board of Trustees has assigned to them.
The Trustees shall oppose any agreement which is contrary to the Statutes of the Foundation, to the laws and regulations governing these entities and to this Code and its implementing rules.
SELF-EVALUATION OF THE BOARD OF TRUSTEES
At least once every two years, the Board of Trustees shall dedicate a meeting of the Board to the analysis of the fulfilment of the functions, responsibilities and duties of its members, as well as to identify areas for improvement in the organisation and operation of the Cook&Chef Institute Foundation, proposing the necessary action plans where appropriate.
The Trustees must keep secret all data and information they receive by reason of their position and which affect the Foundation, and may not make direct or indirect use of the information in order to obtain a particular benefit or advantage.
The actions of the Trustees shall at no time be influenced by interests outside the Foundation.
The Trustees shall inform the Foundation of any potential conflicts of interest they may incur as a result of their activities outside the Foundation or for any other reason.
The Trustees shall abstain from participating in deliberations or voting on any matter in which they may have a particular interest.
The Trustees shall refrain from causing unnecessary expenditure in the day-to-day management and the investment of the Foundation.
The Trustees may not make private use of the assets and rights of the Foundation.
The Trustees may not benefit from any information which they may have become aware of by reason of their position and which may be of interest to or detrimental to the Foundation.
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The Trustees shall hold office free of charge, and shall be entitled to be reimbursed for duly justified expenses incurred in the performance of their duties.
In the event that the Trustees are entitled to remuneration for the performance of functions or activities other than those inherent in their office, the remuneration shall be subject to the following principles:
The remuneration may in no case exceed what is customary or reasonable according to the rules of the professional bodies themselves or those established by the market.
In no case may a “golden parachute” contract be concluded, i.e. a contract which guarantees a certain duration, remuneration or compensation.
Payment for the services shall in any case be made after the services have been provided or after the expiry of the normal period for the provision of such services.
Implementation and enforcement
The Code of Good Governance shall apply to all the members of the Board of Trustees, who shall ensure that its values and principles are transmitted to the Directors and employees of the Cook&Chef Institute Foundation as well as to all individuals who have a relationship with the Cook &Chef Institute Foundation (Bergner professionals, collaborating entities, etc.). The Director, by delegation of the Board of Trustees, shall be res- ponsible for disseminating the content of the Code of Good Governance, publishing it in its informa- tion access channels.
Any infringement or breach of the Code of Good Governance which becomes known must be reported to the President or Secretary of the Cook&Chef Institute Foundation, who shall assess the channel for processing the information received, guaranteeing, in any case, its confidential handling, for the purposes of its eventual appropriate handling by the Board of Trustees.
Updating and modification
The board of trustees assumes the commitment to promote the updating of this Code in order to ensure its adaptation to the circumstances of the Foundation and to the regulations in force at any given time, reviewing its content on an annual basis.
Amendments to this Code, in whole or in part, may be proposed by any of the trustees. The proposal must include the text of the amendment and a justification for the amendment
REMUNERATION
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