Regulation of Mondo Internazionale Company

Division Mondo Internazionale Company

Article 1

INSTITUTION

Mondo Internazionale Company is established as a division of Mondo Internazionale Association, as established by art. 37 of its Regulation. The division is under the direction of the Presidency.

Article 2

PURPOSES AND ACTIVITIES

Mondo Internazionale Company represents the division of Mondo Internazionale Association for the activities carried out in the field of business, which provides consulting services to third parties, public and private entities.

The vision of Mondo Internazionale Company is to achieve the following objectives:

a. to help and support public and private entities to expand the range of institutional and economic activities by seeking development opportunities, also in international contexts;

b. advise on decisions to be taken by public and private entities on a global scale;

c. enable public and private entities to manage their economic affairs by seeking to prevent local, regional and international risks in the political, economic, social and security spheres.

Article 3

MEMBERS

Members of Mondo Internazionale Company are all those who are regular members of Mondo Internazionale Association and whose application for membership in the division is successful.

Article 4

MEMBERSHIP CRITERIA

The application for membership in Mondo Internazionale Company is considered and approved or rejected by the Board of Directors of Mondo Internazionale Company with the consent of the Board of Directors of Mondo Internazionale Association. An application for membership in Mondo Internazionale Company division may be submitted if it meets the following requirements:

a. The applicant must be at least 18 years of age at the time the application is submitted;

b. The candidate must be a regular member of the World International Association at the time the application is submitted;

c. The application for membership in Mondo Internazionale Company must be accompanied by the applicant's Curriculum Vitae together with a letter of motivation. If deemed necessary, the CEO of Mondo Internazionale Company has the opportunity to request references from the applicant to demonstrate any previous experience with the application;

d. A subsequent phase of assessment of the applicant, which is carried out through an oral interview, is planned in order to ascertain the technical and analytical skills described during the application for membership. The interview is conducted by the Area Manager responsible for the candidate's area of expertise. During this evaluation phase, at least one member of the Board of Directors must be present;

e. In case of rejection, the applicant may resubmit the application at least 6 months after the submission of the last application. No appeal is possible.

Members working on behalf of Mondo Internazionale Company are included through a voluntary collaboration contract which may provide, subject to budget availability, remuneration in accordance with current legislation on employment or self-employment.

Article 5

CRITERIA FOR THE EXCLUSION OF MEMBERS

The expulsion of members from the division of Mondo Internazionale Company is regulated by art. 5 of the Statue of Mondo Internazionale Association. In addition, members of Mondo Internazionale Company division may be excluded from the same if it is evident that it is impossible to carry out the commitments undertaken there with constancy and professionalism. The exclusion of the members of Mondo Internazionale Company is decided by the Board of Directors of the same, which expresses itself in favor or against by qualified majority of the members present at the vote. In cases of absolute urgency, the President of Mondo Internazionale Association may implement the appropriate initiatives, described in accordance with chapter 1 art. 1 of the Regulation of the Association itself.

Article 6

THE DIVISION BODIES

The division of Mondo Internazionale Company consists of the following bodies:

  1. Board of Directors.
  2. Board Secretary's office.

Article 7

BOARD OF DIRECTORS

1. The Board of Directors, also known as the Board, is composed of three Managing Directors, the CEO, the COO and the CFO.

2. The Board of Directors is permanently composed of three Managing Directors who correspond to the three members of the Presidency of Mondo Internazionale Association, who have voting rights. If a Managing Director holds the role of CEO, COO, or CFO, it is understood that the right to vote is one, with no possibility of cumulation.

3. The Board of Directors is responsible for overseeing the overall performance of Mondo Internazionale Company and establishing guidelines for its activities.

4. The Board of Directors must always act in the interest of Mondo Internazionale Company and avoid any form of personal interest;

5. The Managing Directors must periodically verify the correct performance of the planned activities and the correct performance of their duties by the CEO, CFO and COO.

6. The Board of Directors provides for the annual financial compensation of the Managing Directors, the CEO, the CFO and the COO, if possible.

7. The Board of Directors decides on the management of the division's funds, the eligibility of loans and the management of profits from the division's activities. The Board of Directors also decides on the methods and destinations of the economic investments made by the division and the participation of third parties in the management of its funds.

8. The Board of Directors decides on the stipulation of international agreements limited to the division of Mondo Internazionale Company for its operations outside Italy.

9. The Board of Directors must evaluate proposals for the appointment of Area Managers by the COO; the Board of Directors decides by qualified majority on the proposed appointment.

10. The Board of Directors must approve the division's financial statements by the end of the fiscal year.

Article 8

BOARD SECRETARIAT

1. The Board Secretariat is the body in charge of managing the daily administrative needs of Mondo Internazionale Company.

2. The Board Secretariat is supervised by the CEO and has the task of providing support to the work organization of the CEO, COO and CFO.

3. The members of the Board Secretariat are appointed by the CEO after approval by the Board of Directors.

4. The Secretary of the Board must:

a. collect parcels, registered and insured letters from post offices, state railways, transport companies, customs, and lodging appeals and complaints for any reason or cause, claiming any compensation;

b. prepare quotes for those who request consultancy or any other kind of services from the division;

c. prepare contracts for employees and external collaborators of the division;

d. archive all documentation relating to the division's activities;

e. organize the administration of the division and monitor compliance with the relevant obligations imposed by Italian State law, with the necessary and requested documentation;

f. support the Board of Directors in carrying out the organization and management of the division;

g. make purchases as part of the Association's activities, committing the division for all rights and obligations that may derive from them, within the limits of the programs approved by the Board of Directors;

h. to make and withdraw security deposits at ministries, public debt offices, deposit and loan offices, the Finance Department, customs offices, municipalities, regions and any other office, governmental or private body; likewise for normal utilities (telephone, electricity, gas, etc.) and for the supply of goods to third parties;

i. collect debts of the division for any amount;

j. arrange for payments, issue and endorse bank cheques, have money orders issued, make withdrawals from active bank and postal accounts and overdrafts within available overdraft facilities; discount credit instruments;

k. buy, sell, exchange or lease: plant, machinery and their accessories, equipment, furniture, computers, vehicles, carrying out, where necessary, practices at public registers and other relevant offices;

l. rent housing units from third parties, office space, warehouses, warehouses, related to the Association activity;

m. enter into contracts with insurance companies and institutions, signing the relevant policies with the right to carry out any practice relating to the settlement of damages and indemnities;

n. to provide for the payment of the periodic salary payments of the employees, as well as the contributions and related compulsory fulfilments;

o. to implement all accident prevention measures to protect employees and collaborators, adopting all necessary precautions and providing them with the necessary training in order to avoid and prevent any possible generic or specific risk to which they may be exposed;

p. to deal with assistance and consulting relationships with professionals that have a continuous or occasional duration and that concern legal, administrative, fiscal, technical, promotion, etc. issues to be proposed for signature to the CEO;

q. issue certifications, including tax certifications and check income tax returns, VAT, payroll statements and certifications regarding personnel for social security, insurance and mutual insurance institutions, as well as for other public or private entities, and represent the division before the financial offices, requesting and collecting any reimbursements by representing and consulting the Board of Directors.

5. The Secretariat of the Board is obliged to request the consent and signature of the CEO when concluding agreements and/or contracts for the performance of the functions envisaged. The acceptance of contracts of any kind by the division of Mondo Internazionale Company is unequivocally subject to the signature of the division's CEO.

6. The members of the Board Secretariat have a duty to maintain absolute confidentiality with regard to the administered data.

7. The members of the Secretariat of the Board assume full responsibility in carrying out the activities indicated and the burden of reparation towards Mondo Internazionale Association in case of damage resulting from negligence and/or failure to perform their duties.

Main offices

Article 9

CHIEF OF MONDO INTERNAZIONALE COMPANY

1. Mondo Internazionale Company consists of three Managing Directors.

2. The Managing Directors of Mondo Internazionale Company is a permanent figure represented by the President, Vice-President and Director of Mondo Internazionale Association.

3. The Managing Directors of Mondo Internazionale Company are the persons responsible for supervising the management of the division alongside the CEO of the same.

4. The Managing Directors, similarly to what is foreseen for the office of President of Mondo Internazionale Association, must present leadership skills, i.e. the ability to identify the most important problems and to guide the division with objectivity and balance, favoring the contribution of all the members of the Board of Directors, as well as to assist the Board itself in decisions of an urgent nature.

4. The Managing Director must:

a. ensure the proper functioning of the Board of Directors and represent its positions within and outside the Division;

b. ensure compliance with the law and internal rules;

c. outline the agenda together with the division's CEO;

d. represent but not replace the Board of Directors in dictating objectives or placing constraints on personnel, except in cases of urgency where the Board's decision-making capacity is compromised by internal matters or force majeure;

e. delegate its functions, if necessary, while continuing to be responsible for them;

f. negotiate and enter into agreements on behalf of Mondo Internazionale Company with the CEO in accordance with the guidelines indicated by the Board of Directors;

g. represent the division in legal proceedings. If the Managing Directors are unable to do so, they may delegate this task to the CEO of Mondo Internazionale Company;

h. coordinate and supervise the management of the division together with the CEO, COO and CFO;

i. protect the image and credibility of Mondo Internazionale Company;

l. open bank and postal current accounts, agree and define lines of credit with financial institutions, requesting, if necessary, the intervention of the CFO;

m. carry out all operations relating to safe-deposit boxes set up or to be set up at credit institutions in coordination with the CEO.

5. A third party liability policy must be taken out for the Managing Directors covering the risks inherent in their role as representatives of the division, as soon as the division's financial resources permit.

6. The Managing Directors, in the event of absolute urgency to comply with current regulations, take all necessary measures, replacing the Board of Directors for a limited time. The Managing Directors have 30 days to provide a report on what has happened to the Board of Directors and refer the decisions to the Board of Directors, which must decide by qualified majority on the actions of the Managing Directors. If the regulations in force have been unequivocally breached by a member of the Board of Directors, the latter must be immediately excluded from all activities of the division and the Board pending a decision on the measures to be taken. The Managing Directors are responsible for submitting a written report informing each member of the Board of Directors individually of what has happened, within 3 days of the member's exclusion.

7. All the information that the Managing Directors deal with about Mondo Internazionale Association and its organization of internal and external activities are to be considered confidential and prohibited from disclosure. The same applies to the division of Mondo Internazionale Company, in all its parts.

8. The Managing Directors, as legal representatives of the division, must have access at all times to all documents of Mondo Internazionale Association and of the division; software, computer and non computer programs in admin mode; bank account; safe-deposit boxes; the registered and/or operational headquarters of the Association; and any movable and immovable property of the Association.

9. In the international context in which the Association operates, it is identified as "Chief of Mondo Internazionale Company".

10. The Managing Directors assume full responsibility in the performance of the activities indicated and the burden of reparation towards Mondo Internazionale Association and the division in case of damages resulting from negligence and/or default in the performance of their duties. They shall be liable civilly and criminally if the damage caused provides for recourse to legal action against them.

Article 10

CEO – Chief Executive Officer

1. The Executive Committee of Mondo Internazionale Association, for the first year of activity, elects by qualified majority, upon proposal of the Presidency, the CEO - Chief Executive Officer of Mondo Internazionale Company, who must be appointed among the 3 members of the Board of Directors or identified, if they are unable to do so, in a third party. Starting from the second year of activity, the CEO - Chief Executive Officer of Mondo Internazionale is appointed by qualified majority by the Board of Directors every 2 years.

2. The term of office shall be two years and shall be renewable. The CEO may resign at any time by informing the Board of Directors in writing 90 days prior to the actual resignation, unless otherwise agreed between the Parties. If the Board of Directors deems it necessary, it may revoke the office of CEO of Mondo Internazionale Company by unanimous vote excluding the CEO from voting, giving reasons for the decision in writing and communicating it through official channels. The decision of the Board of Directors takes effect 3 days after notification.

3. The CEO is in charge of the administrative management of Mondo Internazionale Company and has to evaluate the administrative, organizational and accounting structure of the latter, intervening if problems arise to the internal management.

4. The CEO must:

a. to organize and supervise the administration, accounting and operational structure of Mondo Internazionale Company;

b. periodically provide an overview of the current and future scenarios of Mondo Internazionale Company to the Board of Directors;

c. coordinating the management of the division with the COO and CFO;

d. managing the formulation and conclusion of collaboration agreements with partners and/or third parties;

e. verify that the work of the division complies with the provisions of the law of the Italian State, the internal regulations of Mondo Internazionale Association and these regulations;

f. implement the decisions and resolutions of the Board of Directors concerning the guidelines established for the operation of the division;

g. freely choose the most suitable instruments to achieve the objectives set by the Board of Directors, unless specific provisions are formulated by the same;

h. participate in representative meetings on behalf of Mondo Internazionale Company division;

i. implementing the financial statements plans prepared by the CFO;

j. maintain relations with public and private entities with which it is appropriate to collaborate in order to achieve the objectives set by the Board of Directors, in compliance with the law and confidentiality;

k. be responsible for the work of the staff and manage it in compliance with the rules established by the Board of Directors and employment contracts; it must not prevent any employee from contacting the Board of Directors to report violations of internal regulations;

l. convene a meeting of the Board of Directors at regular intervals and at least once every two weeks;

m. preparing the agenda for Board of Directors' meetings;

n. hiring, promoting, suspending, firing staff.

5. The Board of Directors also assigns the following powers to the CEO and, by delegation, to the COO, to be exercised jointly with the Managing Directors:

a. to exercise the functions of legal representative, at the request of the Managing Directors, for tax relations, with powers, among other things, to represent the Association vis-à-vis the financial administration, tax commissions at all levels of jurisdiction, with the power to process, discuss, negotiate and sign any application, request and appeal, in the name and on behalf of the Association, with specific power of mandate, to sign tax returns, tax certifications and any other declaration required by the financial administration, those of VAT and those of direct and/or indirect taxes;

b. take all necessary measures to prevent breaches of the obligation of privacy with the right to appoint data processors responsible for the processing of personal data;

c. carry out any other act falling within the ordinary administration, according to the programs and within the spending limits approved by the Management Committee.

6. The CEO may have access, with the authorization of the President of Mondo Internazionale Association, or on his behalf of the Vice - President, to all documents; software, computer and non computer programs in admin mode; bank account; safe-deposit boxes; the registered and/or operational headquarters of the Association and any movable and immovable property of the Association.
The permanently permitted accesses are:

a. all documents at the registered and/or operational headquarters;

b. bank account;

c. Computer and non-computer systems, excluding server and domain.

7. All the information that the CEO deals with regarding Mondo Internazionale Association and its organization of internal and external activities is to be considered confidential and prohibited from disclosure. The same applies to the division of Mondo Internazionale Company, in all its parts.

8. In the international context in which the division operates, he is identified as the "CEO of Mondo Internazionale Company".

9. The CEO assumes full responsibility in carrying out the activities indicated and the burden of reparation towards Mondo Internazionale Association and the division in case of damages resulting from negligence and/or default in the performance of his duties. He shall be liable civilly and criminally if the damage caused provides for the possibility of legal action against him.

Article 11

COO – Chief Operations Officer

1. The Executive Committee of Mondo Internazionale Association, for the first year of activity, elects by qualified majority, upon proposal of the Presidency, the COO - Chief Operations Officer of Mondo Internazionale Company, who must be appointed among the 3 members of the Board of Directors or identified, if they are unable to do so, in a third party. Starting from the second year of activity, the COO - Chief Operations Officer of Mondo Internazionale is appointed by qualified majority by the Board of Directors every 3 years.

2. The term of office is 3 years and is renewable. The COO may resign at any time by informing the Board of Directors in writing 90 days before the actual resignation, unless otherwise agreed between the Parties. If the Board of Directors deems it necessary, it may revoke the office of COO of Mondo Internazionale Company by unanimous vote, giving reasons for the decision in writing and communicating it through official channels. The decision of the Board of Directors takes effect 3 days after notification.

3. The COO is responsible for the management of the various professional figures within Mondo Internazionale Company and has the task of coordinating these figures in the performance of their respective duties.

4. The COO must:

a. managing the personnel of the division that operates in Italy and abroad;

b. direct the work plans and related budgets in Italy and abroad;

c. direct the activity of the offices and their organization in Italy and abroad;

d. directing the administrative activity of the division;

e. participate in national and international meetings of an operational nature in which it is necessary to plan the activities of the Association;

f. support the CEO in entering into agreements concerning the division's operations;

g. organize and supervise the Board's secretariat;

h. provide analysis and perspectives on the activities carried out within the division;

i. coordinating the opening of new division offices in Italy and abroad;

j. appoint the Area Managers, subject to approval by the Board of Directors;

k. coordinating the organization of the internal work teams within the division and verifying that the Area Managers carry out their tasks in line with the responsibilities and guidelines provided;

l. define the specific skills of employees and external collaborators.

5. The COO may have access, with the authorization of the President of Mondo Internazionale Association, or on his behalf of the Vice - President, to all personnel documents; to software, computer and non-computer programs in management mode; to the bank account; to the registered and/or operational headquarters of the Association and to any movable and immovable property of the Association for the performance of the Association activities.
The permanently permitted accesses are:

a. all documents at the registered and/or operational headquarters relating to personnel management;

b. Computer and non-computer systems, excluding server and domain.

6. All information that the COO deals with regarding Mondo Internazionale Association and its organization of internal and external activities is to be considered confidential and prohibited from disclosure. The same applies to the division of Mondo Internazionale Company, in all its parts.

7. In the international context in which the division operates, it is identified as the "COO of Mondo Internazionale Company".

8. The COO assumes full responsibility in the performance of the activities indicated and the burden of reparation towards Mondo Internazionale Association and the division in case of damages resulting from negligence and/or failure to perform its duties. He shall be liable civilly and criminally if the damage caused provides for the possibility of legal action against him.

Article 12

CFO – Chief Financial Officer

1. The Executive Committee of Mondo Internazionale Association, for the first year of activity, elects by qualified majority, upon proposal of the Presidency, the CFO - Chief Financial Officer of Mondo Internazionale Company, who must be appointed among the 3 members of the Board of Directors or identified, if they are unable to do so, in a third party. Starting from the second year of activity, the CFO - Chief Financial Officer of Mondo Internazionale is appointed by qualified majority by the Board of Directors every 3 years.

2. The term of office is 3 years and is renewable. The CFO may resign at any time by informing the Board of Directors in writing 90 days before the actual resignation, unless otherwise agreed between the Parties. If the Board of Directors deems it necessary, it may revoke the office of CFO of Mondo Internazionale Company by unanimous vote, giving reasons for the decision in writing and communicating it through official channels. The decision of the Board of Directors takes effect 3 days after notification.

3. The CFO is in charge of the financial management of Mondo Internazionale Company and must carefully monitor the proper use of the available capital, regulate the extent of investments, provide forecasts on the economic performance of Mondo Internazionale Company, set the fees for the tasks performed by Mondo Internazionale Company employees and prepare an internal financial statement.

4. The CFO must:

a. to set compensation and benefits for employees within the usual limits for the professionalism employed and in compliance with the regulations in force, consulting the Board of Directors in advance;

b. prepare an annual budget to be presented to the Board of Directors at the end of each fiscal year;

c. forecast the economic income and expenditure of the division during the course of its activities;

d. prepare an annual Business Plan to be presented to the Board of Directors to provide for the use of the division's economic resources in carrying out its activities. The Business Plan drawn up may also be used to request funds and/or financing from public and/or private entities;

e. Assist the Board of Directors in the economic and financial analysis of the division and advise on the possibility of requesting funds and or financing from public and/or private entities;

f. Assess the economic impact on the balance sheet of the investments made to develop or continue the division's activities and projects;

g. Assist the Board Secretariat, if requested, in drawing up quotes for the services that the division offers to third parties;

h. Manage equity operations (acquisitions, mergers, divestments);

i. Manage treasury and financing and dealings with third parties in relation to the economic activities of the division;

j. To prepare and develop internal studies on industrial and financial investments.

5. The CFO may have access, with the authorization of the President of Mondo Internazionale Association, or on his behalf of the Vice - President, to all personnel documents; to software, computer and non-computer programs in management mode; to the bank account; to the registered and/or operational headquarters of the Association and to any movable and immovable property of the Association for the performance of the Association's activities.
The permanently permitted accesses are:

a. all documents at the registered and/or operational headquarters relating to personnel management;

b. bank account;

c. Computer and non-computer systems, excluding server and domain.

6. All information that the CFO deals with regarding Mondo Internazionale Association and its organization of internal and external activities is to be considered confidential and prohibited from disclosure. The same applies to the division of Mondo Internazionale Company, in all its parts.

7. In the international context in which the division operates, it is identified as the "CFO of Mondo Internazionale Company".

8. The CFO assumes full responsibility in the performance of the activities indicated and the burden of reparation towards Mondo Internazionale Association and the division in case of damages resulting from negligence and/or failure to perform its duties. He shall be liable civilly and criminally if the damage caused provides for the possibility of legal action against him.

Article 13

AREA MANAGER

1. The Area Manager of Mondo Internazionale Company is appointed by qualified majority by the Board of Directors upon proposal of the COO of the division.

2. The term of office shall be two years and shall be renewable. The Area Manager may resign at any time by informing the Board of Directors and the COO in writing 90 days before the actual resignation, unless otherwise agreed between the Parties. If the Board of Directors deems it necessary, it may revoke the office of Area Manager of Mondo Internazionale Company by qualified majority vote, giving reasons for the decision in writing and communicating it through official channels. The decision of the Board of Directors takes effect 3 days after notification.

3. The Area Manager of Mondo Internazionale Company is responsible for organizing and supervising the division's activities in a specific sector. The area of competence is specified in the qualification of Area Manager as follows: Area Manager - Sector.

4. The Area Manager must:

a. ensure that the employees and collaborators of the division, who operate in the sector for which they are responsible, carry out the activities provided for in these regulations;

b. organize the activities, provided for by the Board of Directors and the CEO, for the relevant sector;

c. inform the COO of the arrangements for carrying out the activities;

d. report periodically, through the necessary reporting, the progress of the activities in the area of competence providing an overview of the situation and opinions on how to increase the productivity of activities and projects;

e. support the CFO in forecasting the costs and revenues of the activities carried out in the relevant sector;

f. provide support to employees and collaborators of the division if problems arise in the performance of activities;

g. promptly inform the COO and the CEO if problems arise in relation to one or more persons working in the area of expertise.

h. propose for approval by the COO the appointment of Project Managers of Mondo Internazionale Company.

5. The Area Manager must take care of the image of Mondo Internazionale Association and Mondo Internazionale Company division in the exercise of its functions, operating in the most transparent and objective way possible.

6. The Area Manager has the task of protecting any sensitive information and/or data belonging to Mondo Internazionale Association and the division during the performance of its functions.

7. The Area Manager may have access to the legal, accounting and operational documentation of Mondo Internazionale Association and Mondo Internazionale Company division by submitting a formal written request to the COO. The COO is responsible for providing a positive or negative response to the request within 7 days of receipt.

8. All the information that the Area Manager deals with regarding Mondo Internazionale Association and its organization of internal and external activities are to be considered confidential and prohibited from disclosure. The same applies to the division of Mondo Internazionale Company, in all its parts.

9. In the international context in which the division operates, it is identified as the "Area Manager - Sector of Mondo Internazionale Company".

10. The Area Manager assumes full responsibility in the performance of the activities indicated and the burden of reparation towards Mondo Internazionale Association and the division in case of damages resulting from negligence and/or failure to perform their duties. He shall be liable civilly and criminally if the damage caused provides for the possibility of legal action against him. If the damage caused is attributable to failure to perform the duties assigned to the COO of Mondo Internazionale Company, the latter shall be civilly and criminally liable for the actions of the Area Manager of Mondo Internazionale Company.

Article 14

PROJECT MANAGER

1. The Project Manager of Mondo Internazionale Company is appointed by the Area Manager of the business sector, subject to approval by the COO of the division. The term of office shall be two years and shall be renewable. The Project Manager may resign at any time by informing the Area Manager and the COO in writing 90 days before the actual resignation, unless otherwise agreed between the Parties. If the Board of Directors deems it necessary, it may revoke the office of Project Manager of Mondo Internazionale Company by qualified majority vote, giving reasons for the decision in writing and communicating it through official channels. The decision of the Board of Directors takes effect 3 days after notification.

2. The Project Manager of Mondo Internazionale Company is responsible for all the activities of the assigned project, which must be directed and coordinated according to the guidelines provided by the Area Manager of the sector in which the project is developed.

3. The Project Manager must:

a. communicate with other Project Managers, even from different sectors, to encourage the creation of synergies between different projects and sectors;

b. provide continuously and/or upon request of the Area Manager a clear and outlined picture of its activities;

c. Organize the work of the employees and collaborators of the division with the aim of achieving the set objectives;

d. implement the project's procedures established by the Area Manager;

e. not hinder in any way the proper conduct of activities, encouraging dialogue and collaboration within the project.

4. The Project Manager can appoint two Vice - Project Managers, subject to the approval of the Area Manager, who can replace him in case of absence and can assist him in carrying out daily tasks. When the Deputy - Project Manager replaces the figure of the Project Manager, he also takes responsibility for the actions taken during his management period.

5. All information that the Project Manager deals with regarding Mondo Internazionale Association and the division, especially regarding the organization of internal and external activities, is to be considered confidential and prohibited from disclosure. If knowledge and information is requested outside of the World International Association and the division, any communication must be approved by the Board of Directors and/or the Board of Directors upon written request by the Project Manager concerned.

6. In case of damage caused to Mondo Internazionale Association and to the division that is due to negligence, disclosure of information to unauthorized persons, unforeseen resignation everything concerning damage done with intent and intent, the person in charge must repair the damage as soon as possible. In case of disputes, the Court of Milan shall have jurisdiction.

7. The Project Manager must take care of the image of Mondo Internazionale Association and Mondo Internazionale Company division in the exercise of its functions, operating in the most transparent and objective way possible.

8. The Project Manager may have access to the legal, accounting and operational documentation of the World International Association and the World International Company division by submitting a formal written request to the COO. The COO is responsible for providing a positive or negative response to the request within 7 days of receipt.

9. All the information that the Project Manager deals with about Mondo Internazionale Association and its organization of internal and external activities is to be considered confidential and prohibited from disclosure. The same applies to the division of Mondo Internazionale Company, in all its parts.

10. In the international context in which the division operates is identified as the "Project Manager of Mondo Internazionale Company".

11. The Project Manager assumes full responsibility in the performance of the activities indicated and the burden of reparation towards Mondo Internazionale Association and the division in case of damages resulting from negligence and/or failure to perform his duties. He shall be liable civilly and criminally if the damage caused provides for the possibility of legal action against him. If the damage caused is attributable to the failure of the Area Manager of Mondo Internazionale Company to perform his duties, the latter shall be civilly and criminally liable for the actions of the Project Manager of Mondo Internazionale Company.

Organization of the division

Article 15

MEMBERS

1. Those who intend to become members of Mondo Internazionale Company division must be, at the time of application, Ordinary Members of Mondo Internazionale Association.

2. For the candidacy to Mondo Internazionale Company division, the application must be accompanied by the candidate's Curriculum Vitae and motivation letter.

3. On the admission of the applications, referred to in the previous articles, the Management Committee decides, with its own unquestionable judgement in the first meeting that it will hold after the submission of the application or in the immediately following one, if it is necessary to acquire further clarifications or cognitive elements. In order to simplify admission, the Management Committee may elect by qualified majority a delegate from among its members to check and decide on applications for admission.

4. The request for association to Mondo Internazionale is made by written application through the form "become an associate" on the mondointernazionale.com website. A self-certification must be inserted in the application form in which the candidate declares whether he has suffered criminal convictions or has criminal charges pending in Italy or abroad, specifying, if so, the crimes for which he has been convicted or is under investigation. It is also necessary to include the acceptance of rights for the protection of privacy and the assumption of all civil and criminal responsibility for any activity carried out within the Association, including the responsibility for what is disclosed in a personal capacity through Mondo Internazionale channels.

5. Specifying the provisions of art. 4 of the Statute of Mondo Internazionale, the Executive Committee may appoint Ordinary Associates those who have particular expertise in the areas of interest to the Association's activities.

6. Ordinary Associates who resign in order to take up a paid position in the Association, at the end of such position, may apply for readmission as Ordinary Associates.

7. Ordinary and Honorary Members have the right to vote in the Assembly and also have the right to the active and passive electorate for the appointment of the Association's corporate offices. Ordinary and honorary Associates may be represented at the Assembly by another ordinary Associate; no Associate, however, may hold more than three proxies.
Proxies are not permitted for the election of the Steering Committee.

8. Members are required to pay the annual membership fee in the amount and in the manner established each year by the Board of Directors.
The actual admission is determined by an official e-mail certifying the association at Mondo Internazionale.

9. The status of associate is lost in the cases provided for in Article 5 of the Statute. The exclusion of an Associate from the Association is deliberated by the Assembly on the proposal of the Steering Committee if the Associate does not comply with the provisions contained in the Articles of Association, in these regulations and in any other act adopted by the bodies of the Association, or the resolutions taken by the competent bodies, carries out activities contrary to the interests of the Association, materially or morally damages it, foments disagreements and unrest among members, does not fulfill its obligations to the Association.

10. Cases of inefficient or harmful associates must be reported to the Presidency by each associate who becomes aware of them. The Secretary General, having carried out the preliminary activity in agreement with the Vice-President if necessary, reports in written form to the President who, during the meeting of the Steering Committee, will adopt the appropriate measures, also according to art. 5 of the Statute. In cases of absolute urgency, the President will take the appropriate initiatives in accordance with chapter 1 art. 3 of the Regulation of Mondo Internazionale Association.

11. The deceased or excluded Associate or the heirs of the deceased Associate have no right to repeat any fees paid, nor can they claim any rights on the movable and immovable property of the Association and are required to meet the obligations validly assumed by the Associate in constant company relations.

12. The Ordinary Associate, who has not paid the membership fee, as provided for in paragraph 6 of this article, for a period of three months following two written reprimands by the Association made three months apart, shall forfeit his title upon decision of the Steering Committee.

Article 16

ORGANIZATION

1. The aim of Mondo Internazionale Company division is to operate in the social enterprise sector by providing a consultancy service to third parties regarding the sectors in which Mondo Internazionale Association operates. The service is provided through the work of the members of the division, who can be divided into employees, collaborators or volunteers to the project. Remuneration may be provided for tasks performed if the financial resources of Mondo Internazionale Company division and/or Mondo Internazionale Association allow it.

2. The general activities of the division are defined and planned by the Board of Directors of Mondo Internazionale Company division together with the Executive Committee of Mondo Internazionale Association.

3. The CEO, the COO, the CFO and all the other figures operating in Mondo Internazionale Company are responsible for implementing the guidelines established by the Board of Directors, verifying that all activities and projects conducted respect them in all their aspects.

4. The Board of Directors of Mondo Internazionale Company may decide, during its periodic meetings, to adopt internal regulations to ensure an efficient organization of the division according to the evolution of its activities.

Article 17

LOGO

1. The logo of Mondo Internazionale Company is:

The use of Mondo Internazionale Company logo by any of its members must be authorized by the Board of Directors of Mondo Internazionale Company. The mark must be reproduced faithfully in the characters and color. Mondo Internazionale Company logo is protected in the same way as Mondo Internazionale Association logo.

2. This name and logo are protected in Italy and in the main foreign countries where the Association's and division's programs take place.

3. In the case of the "Mondo Internazionale - Nation" Associations, the logo indicated in chapter 7 art. 36 paragraph 1 of the Regulation of Mondo Internazionale Association provides for the addition of the reference "Nation".

Article 18

ACTIVITIES

1. The activity of Mondo Internazionale Company is scheduled in annual cycles through work plans established by the Board of Directors of Mondo Internazionale Company and the Steering Committee of Mondo Internazionale Association.

2. The activities of Mondo Internazionale Company include the provision of consulting services to third parties. The provision of these services is coordinated by the Board Secretariat. The operating procedures for carrying out activities and projects are defined by the Board of Directors; their implementation is supervised by the CEO and COO.

3. The different sectors involved in the consulting services are coordinated and supervised by the Area Manager, who has to verify the implementation of the operating methods by the working groups. Project Managers are responsible for coordinating all project participants and frequently informing those responsible for activities about developments.

4. The Secretariat of the Board is responsible for informing those responsible for the activities on the needs and timing established at the time of taking charge of the consultancy. In addition, the Board Secretariat must prepare estimates, complete with all costs for the provision of the service, to be sent to the applicant before the start of the consultation.

Use of the IT system

FOREWORD

The progressive diffusion of new information technologies, and in particular the free access to the Internet from Personal Computers, exposes Mondo Internazionale to the risks of both patrimonial and criminal involvement, creating problems for the security and image of the Association itself.

Considering therefore that the use of computer and telematic resources of our Association must always be inspired by the principle of diligence and correctness, behaviors that are normally adopted in the context of a working relationship, Mondo Internazionale has adopted an internal regulation aimed at avoiding that unconscious behavior could trigger problems or threats to Security in the processing of personal data.

Article 19

USE OF ACCESS KEYS

For this provision please refer to art. 48 of the Regulation of Mondo Internazionale.

Article 20

USE OF THE INTERNATIONAL FILE SHARING NETWORK

For this provision please refer to art. 49 of the Regulation of Mondo Internazionale.

Article 21

USE OF E-MAIL

For this provision please refer to art. 50 of the Regulation of Mondo Internazionale.

Article 22

THE SERVER OF THE ASSOCIATION

For this provision please refer to art. 51 of the Regulation of Mondo Internazionale.

Article 23

THE WEBSITE

For this provision please refer to art. 52 of the Regulation of Mondo Internazionale.

Articles and documents

Article 24

DISCLOSURE OF DOCUMENTS

1. Mondo Internazionale Company documents may be obtained by submitting a formal written request to the Division's Board of Directors. The CEO must respond to the request according to the same modalities indicated for Mondo Internazionale Association in chapter 9 art. 54 of the Regulation; if the latter is not possible, the CEO shall respond to the request on behalf of the CEO.

2. The documents containing the strategies outlined by the Board of Directors of Mondo Internazionale Company for the activities and projects that the Division intends to develop, and the analysis process developed by the Division cannot be made public.

Relations with third parties

Article 25

MANAGEMENT OF MONDO INTERNAZIONALE COMPANY ACTIVITIES WITH THIRD PARTIES

1. The management of Mondo Internazionale Company's activities with third parties is assigned to the division's Managing Directors, who operate on behalf of the division with the support of the CEO.

2. The CEO has the task of formulating collaboration agreements with third parties, respecting the rules established by Mondo Internazionale Association on the subject. The formulation of the agreements takes place in concert with the External Relations Team of Mondo Internazionale Association.

3. The CEO of Mondo Internazionale Company has the duty to consult the Division's Board of Directors before giving consent to any partner and/or third party entity to enter into partnerships with Mondo Internazionale Company.

4. The formalization of the agreement is, in any case, signed directly by the President of Mondo Internazionale Association.

5. Any agreement entered into by the CEO of the division, without having consulted and informed in advance the Board of Directors of the division and/or without having received the signature of the President of Mondo Internazionale Association is to be considered flawed in the signature and, therefore, invalid under these regulations.

6. The Managing Directors are responsible for keeping both the Board of Directors of Mondo Internazionale Company and the Steering Committee of Mondo Internazionale Association constantly updated on the performance of activities and collaborations with third parties.

Meetings

Article 26

MEETINGS OF THE BOARD OF DIRECTORS OF MONDO INTERNAZIONALE COMPANY

The Board of Directors of Mondo Internazionale Company meets at least once a month, every month except January and August, for management activities such as:

a. resolutions for activities with third parties;

b. organization of the management of the division;

c. establishment of guidelines for carrying out the activities;

d. controlling that the activities carried out follow the established guidelines;

e. assessing the overall performance of the Managing Directors, the CEO, the COO and the CFO. It must also evaluate the work of Area Managers and Project Managers on the basis of the results obtained during the performance of activities and projects;

f. approving the fiscal budget;

g. electing the CEO, COO, CFO at the end of their term of office;

h. electing the Area Managers on the proposal of the COO;

i. electing the Secretary of the Board at the proposal of the CEO;

j. establishment, where possible, of financial compensation of its members for the tasks carried out within the division;

k. resolution on annual work cycles and the use of the division's economic resources;

l. review and approval of the Business Plan prepared by the CFO;

m. implementation of new initiatives to develop the division;

n. deliberation on the best operational strategies to be implemented to improve the services offered by the division.

Financing

Article 27

REQUEST

1. The possibility of requesting funding, from public and/or private entities, for Mondo Internazionale Company must be evaluated by the Board of Directors of Mondo Internazionale Company.

2. If it is possible for Mondo Internazionale Company to obtain funding from public and/or private entities, the request for access to funding must be submitted to the Board of Directors of Mondo Internazionale Company, which must review the request with the Steering Committee of Mondo Internazionale Association.

Article 28

ARRANGEMENTS FOR EVALUATION

1. The Board of Directors of Mondo Internazionale Company and the Steering Committee of Mondo Internazionale Association may consider applying for funding following a determination that it is impossible to self-finance or to apply for funds from Mondo Internazionale Association. The analysis must be carried out in a joint session between the Treasurer of Mondo Internazionale Association and the CFO of Mondo Internazionale Company. The proposal must, in any case, be examined by the Board of Auditors. Once approved, it is subject to a vote by the Steering Committee of Mondo Internazionale Association and the Board of Directors of Mondo Internazionale Company, which must approve it unanimously.

2. Within 10 days of the unanimous approval of the Steering Committee and the Board of Directors, the Treasurer of Mondo Internazionale Association and the CFO of Mondo Internazionale Company must draw up a repayment plan, outlining the timing and purpose of the financing. The plan must then be examined by the Board of Auditors and finally again by the Steering Committee and the Board of Directors, who must approve it unanimously.

3. No more than 60 days must elapse between the formal request and the last approval.

4. If the request is rejected, at least 90 days must elapse from the date of rejection to the date of a new formal request to the Chairman and/or Chief Executive Officer.

5. In case of approval, the President of Mondo Internazionale Association authorizes its Treasurer to proceed with the request for funding. In this case, the CEO of Mondo Internazionale Company and the CFO of the division must also be informed and involved.

6. The Treasurer of Mondo Internazionale Association and the CFO of Mondo Internazionale Company must then explain the financing plan to the Board of Directors of Mondo Internazionale Company. The Board of Directors of Mondo Internazionale Association must verify, together with the Board of Directors of Mondo Internazionale Company, that the financing obtained is used for the purposes provided for and in compliance with the provisions of the law of the Italian State, the Regulation and the Statute of Mondo Internazionale Association.

Article 29

DURATION

1. The maximum duration of a grant must be 36 months.

2. There is no minimum durability limit.

Article 30

MORTGAGES

It is strictly forbidden to impose mortgages for the financing of the movable and immovable property of the Members, whatever office they hold within the Association.

Article 31

ELIGIBILITY FOR FINANCING

1. All financing is eligible provided that it is issued by recognized financial companies or alternatively by institutional bodies.

2. Funding which does not reflect all the characteristics indicated and which has not followed the entire approval process is not eligible.

3. It is the responsibility of the Chief Executive Officer and CEO of Mondo Internazionale Company to ensure that the funding reflects the criteria established by Mondo Internazionale Association prior to the submission of the application as set forth in Section 1 of this Article.

Article 32

EXCEPTIONAL CASES

The President of Mondo Internazionale Association, after consulting the Secretary General and the Treasurer of the same, may request in cases of extreme urgency that a meeting of the three bodies having the right to vote on matters of financing be convened in order to make a unanimous vote to request a necessary and urgent loan. The General Assembly must be convened within three days and at least 2/3 of those entitled to vote must be present for it to be valid.

Article 33

LIBERAL FINANCING

Liberal funding directed to Mondo Internazionale Company is discussed and approved by a majority of the Steering Committee of Mondo Internazionale Association.

Discipline of the Board of Directors

1. Considering the importance of the Board of Directors in planning the activities of Mondo Internazionale Company division and for the proper functioning of the same, disciplinary measures may be taken, in accordance with the principles expressed in the Code of Ethics of Mondo Internazionale Association, to prevent and limit conduct and practices harmful to the proper performance of the duties assigned to the Board of Directors.

2. Should one or more members of the Board of Directors present behaviors and/or actions detrimental to the integrity of the body in question and to the proper performance of the tasks assigned to it, expulsion measures or, in the most serious cases, expulsion from the Board of Directors may be applied to the subject or subjects. Moreover, these measures may be applied for actions carried out by the members of the Board of Directors even outside of such seat, on condition that they have occurred in relation to the carrying out of the activities, directly or indirectly, of Mondo Internazionale Association and that they have caused material damage and/or image to the same.

3. The following are considered unacceptable conduct by members of the Board of Directors of Mondo Internazionale Company and subject to disciplinary action:

a. To damage the image of Mondo Internazionale Association and the division in front of the members and/or the external public through culpable or malicious actions;

b. Voluntary actions and/or behaviors aimed at negatively influencing professional relations within the Association and the division, making it impossible to carry out the Association's activities correctly;

c. c. Extended absence, equal to 3 consecutive meetings, from internal Board of Directors meetings. The absence of a member of the Board of Directors shall not be considered if the latter delegates another Board member to represent him/her at the meeting.

4. If such conduct is found by one or more members of the Board of Directors, the Steering Committee of Mondo Internazionale Association has the right to issue a formal warning to those who exhibit conduct liable to disciplinary action. The recall is issued or rejected by a simple majority vote of the members present at the proposal of an individual member of the Steering Committee of Mondo Internazionale Association or Board of Directors of Mondo Internazionale Company:

a. the first warning represents a formal warning to put an end to any behavior contrary to good conduct within the Board of Directors;

b. if a member of the Board of Directors receives two reprimands, he is subject to removal from the Board for a period of 1 month. The expulsion from the Board of Directors provides for the suspension of the status of Board member, resulting in the loss of the right to vote and the possibility to attend Board meetings. Furthermore, the Steering Committee has the power to prevent the suspended member from accessing the official communication channels of the Board of Directors;

c. if a member of the Board of Directors, after two formal reprimands, receives a third formal reprimand, he is definitively and irrevocably expelled from the Board of Directors. Expulsion from the Board of Directors also means that it is impossible to be re-elected as a member of the Board. The Steering Committee reserves the right to adopt further disciplinary procedures if the subject maintains damaging behavior towards the Association and its members, in accordance with the internal rules of Mondo Internazionale Association.

5. In the event a member of the Board of Directors of Mondo Internazionale Company is expelled for misconduct, the Board of Directors may add a new temporary member to the Board, who shall replace the expelled member until a special meeting of the Board of Directors is convened. The provisional member is appointed by the Steering Committee of Mondo Internazionale Association, which must approve the inclusion of the latter by qualified majority vote of its members. The provisional member designated by the Steering Committee is appointed by means of a formal letter of appointment, signed by the Steering Committee, which must be accepted without reservation. The Board of Directors of Mondo Internazionale shall meet on the first date to appoint its new member, by unanimous vote of those present.

Duty of loyalty

Mondo Internazionale Company, in order to prevent confidential information from becoming public knowledge, provides that each employee must respect the duty of loyalty established by the provisions of Italian law.

Should the provisions on secrecy and non-competition be violated by one or more collaborators, Mondo Internazionale Company reserves the right to take action to claim damages, after having ascertained the existence of the fact, according to the terms and procedures provided for by civil and criminal law.

Article 34

CONFIDENTIALITY PROVISIONS

1. Mondo Internazionale Company provides in the contractual conditions, stipulated with employees and voluntary collaborators, a Confidentiality Agreement, as provided for by art. 2105 of the Civil Code, drawn up in writing.

2. The Confidentiality Agreement is necessary to prevent the disclosure of sensitive information, the disclosure of which could harm Mondo Internazionale Company. Sensitive information means:

a. the know-how;

b. the technologies used, including IT tools;

c. patentable ideas;

d. financial or commercial relationships;

e. the Business Plan;

f. the internal strategies.

3. When entering into contracts with private individuals, Mondo Internazionale Company may include in such contract the Confidentiality Agreement specifying it:

a. the purpose;

b. the duration;

c. any permissions to share information with third parties.

4. Content protected by the Privacy Agreement may not contain information about Mondo Internazionale Company that is in the public domain.

Article 35

NON-COMPETITION PROVISIONS

1. In addition to the Confidentiality Agreement, it is also part of the duty of loyalty to enter into the Non-Competition Agreement.

2. Mondo Internazionale Company may include such an agreement in the contractual clauses, drawn up in writing. It represents a written agreement between Mondo Internazionale Company and the worker or voluntary worker with whom the parties agree to enter into a loyalty obligation for the entire duration of the relationship. This obligation implies that the provider must not:

a. to do business, on its own behalf or on behalf of third parties, in competition with Mondo Internazionale Company;

b. divulge information concerning the organization and the strategies and/or working methods of the division, or make use of it in such a way as to be detrimental to it, as established by art. 2105 of the Civil Code.

3. The above obligation may also be extended to the end of the employment relationship in accordance with the provisions of Article 2125 of the Italian Civil Code.

4. The non-competition agreement is stipulated both for subordinate and para subordinate personnel, in accordance with the regulations of the Italian Civil Code mentioned above, and for independent personnel, in compliance with the provisions of art. 1751 bis of the Italian Civil Code.

Further provisions

1. All information, activities, and strategies with which each member comes into contact are not divulged externally and may not be replicated.

2. The elected offices must respect all the contents of these regulations, the Articles of Association, the Regulation, the Ethical Code and the Data Protection Regulation of Mondo Internazionale Association.

3. Each member is bound to respect the Statute, the Regulation, the Ethical Code and the Data Protection Regulation of Mondo Internazionale Association and the resolutions of the assembly bodies provided for the carrying out of the associative activities.

4. Violations of the Articles of Association, the Regulation, the Ethical Code, the Data Protection Regulation and these Regulations and the resolutions of the Association's assembly bodies shall be prosecuted in the appropriate venues.

5. Should an associate not be able to carry out the activities for which he or she is responsible and which are freely accepted in accordance with the provisions of the Regulation and these regulations, he or she shall be required to identify a substitute and/or to complete the activity in order not to hinder the activities of the association, except in exceptional cases identified by the Steering Committee.

6. In the event of damage caused to the Association and/or division that is due to negligence, disclosure of information to unauthorized persons, unforeseen resignation, everything related to damage done with intent and intent, the person in charge must repair the damage as soon as possible. In case of disputes, the Court of Milan shall have jurisdiction.

Ultimo aggiornamento in data 21 February 2020

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