SIRIS Foundation and SIRIS Academic Charter

Preamble

This charter describes the relationship, rights and obligations between the SIRIS Foundation and SIRIS Academic SL (the Company). Both the Board of SIRIS Foundation (BF) and the Board of SIRIS Academic (BA) must comply with the charter.

This charter can be revised at the initiative of both BF and BA. Potential revisions of the charter are always presented to all BF and BA members and put for joint consultation. BF and BA try to find common agreement on revisions. If such a common agreement can not be reached, BF can at its sole discretion approve revisions to the charter.

SIRIS Academic is a limited liability company managed by its Board (BA), i.e Consejo de Administración as stated in the current SIRIS Academic statute.

SIRIS Academic's mission is to act as a platform for its employees to deliver meaningful added value and societal impact in higher education, research and innovation policies through its projects and initiatives, ensuring a sustainable and long-term perspective.

SIRIS Academic is committed to a more equitable distribution of resources both within countries and at a global level. SIRIS Academic actively takes this perspective into account in terms of the internal salary grid to ensure that the gap between highest salary and median salary stays at under 2:1. This is further reinforced by the commitment to maintain salaries in line with those of public research institutions in Spain, plus any cost of living increases for displaced staff in other countries.

1. The board of SIRIS Academic

SIRIS Academic is managed by the board of the Company (Consejo de Administración).

1.1. Profile for members of the board of SIRIS Academic

The Board of the Company (BA) is the highest instrument of corporate governance. The BA takes the key decisions that determine the course of the company from an internal and external point of view. The statutory minimum number of BA members is three.

1.2. The board of SIRIS Foundation

• BA members are appointed and dismissed by the BF
• The remuneration of BA members is proposed by BA and approved by the BF

2. Tasks and responsibilities of the board of SIRIS Academic

1. Ensure that SIRIS Academic acts correctly in relation to its mission as an organisation, always in accordance with the principles established in the annexes to the Charter (6).

2. Ensure the economic sustainability and long term development of SIRIS Academic.

3. Promote actions for the wellbeing of team members.

4. Exercise final decision-making authority on SIRIS Academic business and organisational matters and assume legal responsibility.

5. Guarantee the relevant dividends to the SIRIS Foundation.

6. Facilitate regular exchange between BA and BF. The BA is responsible for organising a joint BA-BF meeting every 4 months (3 times a year).

3. Decision making by the board of SIRIS Academic

3.1. Decisions the board can make (without approval of the board of SIRIS Foundation)

1. Propose to BF new BA members.
2. Nominate the CEO, President and Secretary of BA.
3. Hire new employees, enter into, terminate or materially amend any employment contract to which the Company is a party with any employee, always when there is a justified cause.
4. Approve the company business plan and budget.
5. Decide which projects or contracts to accept.
6. Define the salary policy.
7. Grant options for bonuses or other performance-related compensation to employees of the Company.
8. Borrow or lend any amounts lower than 10% of turnover of the previous year
9. Purchase, sell, lease or mortgage any real estate assets lower than 10% of turnover of the previous year.
10. Enter into any agreement or investment with a value of less than than 10% of turnover of the previous year, outside the Company’s ordinary course of business.

3.2. Decision that require approval from BF with a simple majority:

For certain decisions, the board of SIRIS Academic (BA) needs approval from the board of SIRIS Foundation (BF). For these decisions, the BF is informed during the established meetings held every four months. For all matters requiring approval by the BF, the BF needs to respond within 2 months from being informed, otherwise the BA's decision counts as validated.

Decisions that require approval from BF with a simple majority:

1. Approve the annual accounts of the Company.
2. Borrow or lend any amounts higher than 10% of turnover of the previous year and/or if a guarantee beyond the liability of the Company is required.
3. Enter into agreements whereby the Company binds itself as guarantor, co-debtor, or binds itself in some other way as security for the debt of a third party.
4. Encumber any shares held by the Company, or any assets of the Company outside the ordinary course of business, or granting any pledge or other security rights to any assets of the Company.
5. Create any new class of shares.
6. Issue new shares or similar equity instruments or create or grant any option right or right to subscribe for or acquire, or convert any security into, any share capital of the Company.
7. Purchase, sell, lease or mortgage any real estate assets higher than 10% of turnover of the previous year.
8. Licence any IP rights to third parties, outside the Company’s ordinary course of business.
9. Enter into any agreement or investment with a value of more than 10% of turnover of the previous year, outside the Company’s ordinary course of business.
10. Appoint new BA members.
11. Enter into, conclude or amend any management agreement or employment agreement, including with respect to remuneration and benefits, with any BA member.

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

1. Amend the bylaws of the Company.
2. Purchase or sell any shares in another company.
3. Reduce the issued share capital of the Company, redeem or revoke any shares.
4. Enter into a legal merger, demerger or other corporate restructuring.
5. Propose to dissolve, liquidate or wind up the Company or to take any other action seeking liquidation.
6. Request suspension of payment or bankruptcy of the Company.
7. Apply for a listing of the shares or any other securities issued by the Company on any stock exchange.
8. Sell or dispose of (whether by way of sale for valuable consideration or otherwise) all or substantially all of the assets and/or intellectual property of the Company.
9. Exclusively licence any material intellectual property of the Company to a third party, outside the Company’s ordinary course of business.
10. Establish and liquidate any subsidiary of the Company.
11. Materially change the nature of the business, or the conduct of business of the Company.
12. Change the rights or restrictions attaching to any shares.

4. Cooperation between SIRIS Academic and SIRIS Foundation

SIRIS Foundation can not hire SIRIS Academic to execute projects. However, SIRIS Academic can support the Foundation in its projects on a pro bono basis in agreement with the BA, always prioritising the sustainability and economic stability of SIRIS Academic. The BA is consulted on the projects that the Foundation wishes to implement and the BA is responsible for deciding if and when a team member of the SIRIS Academic can contribute to a SIRIS Foundation project.
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The BF and the BA meet every fourth months. At the beginning of the year, the SIRIS Foundation agrees with SIRIS Academic on the expected dividends to be received and possible projects in which SIRIS Academic could support the Foundation; these expectations are reviewed and, if necessary, renegotiated depending on the economic performance of the company and possible needs and urgencies.
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The dividends paid by SIRIS Academic to the Foundation are based on the annual turnover and must leave SIRIS Academic sufficient margins to guarantee all its necessary activities, to carry out the planned and desirable investments and to implement its salary policy. As a general indication, a minimum threshold of 25% of the margins, after the reserves calculated by the BA, should be allocated to the SIRIS Foundation to guarantee its regular activities.

4.1. SIRIS Academic as provider of pro bono support to SIRIS Foundation

• Team members of SIRIS Academic can contribute to the work of SIRIS Foundation.
• The BA is responsible for deciding if and when a team member of SIRIS Academic can contribute to a project of SIRIS Foundation.
• SIRIS Academic provides office space to SIRIS Foundation pro bono.

4.2. SIRIS Academic as beneficiary of SIRIS Foundation

• SIRIS Foundation can invest in SIRIS Academic, by increasing the share capital of SIRIS Academic
• Using its savings, SIRIS Foundation can provide debt finance to SIRIS Academic.
• SIRIS Academic can build on the strength of the Foundation's brand to reinforce its purpose-driven approach, broaden its reach, and amplify its positive impact.

4.3. Non competition between SIRIS Foundation and SIRIS Academic

SIRIS Foundation can not compete with SIRIS Academic in the market. SIRIS Foundation does not offer competing services.

5. Charter annexes

The BA is responsible for the correct implementation of policies (annexes):

• Values and Guiding Principles
• Working conditions and human resources
• Research and Innovation
• Governance

The BF is responsible for monitoring the proper implementation of these policies. If the BF considers that these policies are not being properly implemented, it may intervene by amending the BA. Annexes are official documents and may be amended only in accordance with the general rules for amending the Charter as a whole.

6. Approval, entry into force and modification

Once approved and signed by the parties, this Charter will enter into force.  This charter is subject to modification upon the request of either the BA of SIRIS Academic or the BF of SIRIS Foundation. However, the BF retains ultimate authority and will have the final decision-making power.