SIRIS Foundation Charter

Barcelona, 16 January 2025

Index

For official document citation:

SIRIS Foundation. (2025). SIRIS Foundation Charter. Zenodo. https://zenodo.org/records/15149190

Preamble

This charter describes the internal regulations at SIRIS Foundation. The Board of SIRIS Foundation (BF) must comply with the charter.
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SIRIS Foundation is a private not-for-profit foundation created by the three founders of SIRIS Academic SL. The founders donated their shares to SIRIS Foundation, making SIRIS Foundation the sole owner of SIRIS Academic SL  (SIRIS Foundation holds 100% of the shares of SIRIS Academic).

The mission of the SIRIS Foundation is to be the responsible owner of SIRIS Academic, with a firm commitment to fostering a culture focused on long-term value creation. By shifting the focus away from short-term profit maximisation, the Foundation encourages SIRIS Academic to prioritise decisions in line with its core values, focusing on research, innovation and strategic investments that create lasting value and meaningful impact.

Besides managing the shares and being a responsible owner of SIRIS Academic, the SIRIS Foundation can initiate and catalyse projects that drive positive change and add value in the system in which SIRIS Academic is a party. SIRIS Foundation commits not to engage in any activity which could compete with SIRIS Academic, nor by initiating projects, nor in any other way.

SIRIS Foundation can become a shareholder of other companies and take on a role as a responsible owner, comparable to the role SIRIS Foundation has towards SIRIS Academic.

1. The board of SIRIS Foundation

SIRIS Foundation is managed by its Board of Trustee (patronato). The Board of Trustees (BF) is the governing and administrative body of the Foundation, it represents and manages it, and assumes all the powers and functions necessary to achieve the foundational goals.

1.1. Composition of the board of SIRIS Foundation

The legal minimum number of members of the BF is three. At the time of creation, the Board of the Foundation is composed of the three founding members. New BF members are nominated and appointed by current BF members. The first nomination of a BF member requires unanimity. The renewal at the end of the term requires a majority. BF members are appointed for a period of 3 years starting from the date of their nomination and may be renewed for three consecutive terms, except in the case of founders, who may be renewed indefinitely, unless otherwise decided by a majority of the members. The members of the BF carry out their duties of BF members free of charge.

1.2. Profile for members of the board of SIRIS Foundation

  • The BF members are passionate about the mission of SIRIS Foundation.
  • The BF members have a high level of integrity and value transparency.
  • The BF members possess diverse backgrounds/profiles (gender, expertise, experience, discipline).
  • The BF members have expertise in the fields of activity in which the companies participated in or controlled by the foundation are active as well as in business and organisational management
  • The BF members may not have any conflict of interest with any other role he or she holds in relation to the foundation's mission or activities of the companies participated in or controlled by the foundation

2. Tasks and responsibilities of the board of SIRIS Foundation

2.1. Being a responsible owner means:

  1. Levelling the power of the board or governance of any company participated in or controlled by the Foundation for ensuring fair decision-making, transparency, and accountability. The BF and the board of companies participated in or controlled by the Foundation have quarterly meetings, during which the BF gives advice, feedback and assesses (interim) results.  

  2. In its interaction with the board or governance of any company participated in or controlled by the Foundation, the BF will notably pay attention to the following topics:

    • wellbeing of team members
    • relevance of the mission
    • alignment of interests
    • values

2.2. Being a non-profit that drives positive systemic change in the industry means:

  • Initiating Foundation projects in line with the mission stated in the Preamble, or selecting projects that are consistent with it.
  • Drafting a yearly business plan for SIRIS Foundation and sharing it with the board and team members of any company participated in or controlled by the Foundation.

3. Decision making by the board of SIRIS Academic

3.1. Decisions that need a simple majority of BF members:

  • Renew new BF members.
  • Approve the budget and annual financial statements
  • Nominate the President of the BF

3.2. Decisions that need a qualified majority of 75% of BF members:

  • Amend the bylaws of SIRIS Foundation
  • Dismiss a BF member

3.3. Decisions that need approval from BF with a qualified majority of 75%:

  • Approve new BF member
  • Sell or dispose of any shares or ownership rights of a company participated in by the Foundation.

4. Budget and accountability

The income of SIRIS Foundation consists of:

  • Dividend payments from any company participated in or controlled by the Foundation
  • Subsidies, grants, donations and other sources of funding

The annual income of the SIRIS Foundation must be used to fulfil its mission, within the limits established by the legislation in force.

The annual budget of SIRIS Foundation is prepared by the President in January of each year and approved by the end of February by the BF.

The approved budget is communicated to the governance of any company participated in or controlled by the Foundation to ensure transparency, and accountability.

SIRIS Foundation can not hire any company participated in or controlled by the Foundation to execute projects. However, SIRIS Foundation can be supported by the expertise of any company participated in or controlled to implement its own projects in line with the Foundation’s mission. The companies engaged by the Foundation in its project work on a pro bono basis in agreement with their own board or governance structure, always prioritising the sustainability and economic stability of the companies participated in or controlled by the Foundation. The governance of any company in which the Foundation has an interest or which it controls is consulted on the projects that the Foundation wishes to implement and is responsible for deciding if and when a team member of the company can contribute to a SIRIS Foundation project.