Code of Good Governance

1. Preamble

The Board of the PricewaterhouseCoopers Foundation has decided to freely and voluntarily assume the spirit and philosophy that have inspired the different principles and recommendations published to foster good practices among non-profit organisations in general and those operating in the European Union in particular.

The Board has therefore drafted this Code of Good Governance which is intended to establish a code of conduct applicable to all of its members, all of whom voluntary accept the code.

The application of this Code, which was approved by the Board of the PwC Foundation on 15 October 2007, is voluntary and it complements and further develops the Foundation’s by-laws.

2. Organisation

The Board of the PwC Foundation shall include a Chairman and a Vice President. There shall also be a Managing Director and Secretary who shall not be Trustees.

The Chairman of the Board is responsible for:

• Convening the Board in writing, indicating the agenda for the session (except in emergencies or similar situations).
• Ensuring that the Trustees receive sufficient information in advance of the meeting on the agenda items to be addressed.
• Coordinating the committees or working groups set up by the Board as foreseen in the By-laws.

The Vice President is responsible for:

• Standing in for the Chairman when he is unable to perform his functions.

The Managing Director is responsible for:

• Executing and overseeing the Annual Action Plan approved by the Board and any resolutions passed by the Board.

The Secretary of the Board is responsible for:

• Ensuring that the actions and resolutions of the Board adhere to the letter of the law and the doctrinal and jurisprudential interpretation of all mandatory rules and regulations.
• Ensuring that the actions and resolutions of the Board comply with the By-laws and other rules implemented by the Board itself.
• Keeping a record of Board meeting minutes.

3. Rules of Good Governance

Goals and mission:

• The Board shall perform its functions guided by the goals and mission of the Foundation, in compliance with its own By-laws and the social role it can play at any given time.
• The Board shall always act with a unity of purpose, its basic mission being to approve the Foundation’s Annual Action Plan and to oversee the fulfilment of the Foundation’s functions and objectives.
• The Board will direct and channel the Foundation’s strategy for dealing with the media, disseminating and explaining its mission and results.
• The Trustees shall ensure that the Foundation has the resources it needs to fulfil its objectives.
• The actions of Trustees must always be based on the principle of informational transparency, particularly with regard to the source and destination of the Foundation’s funds, activities and results.

Guidelines:

Generally speaking, the conduct and behavior of all Trustees shall adhere to the following guidelines:

• All Trustees along with the Secretary and Managing Director called to attend the Board meetings shall attend in person or delegate another Trustee to represent them in duly justified situations.
• Anyone attending the sessions or meetings of the Board shall keep the issues addressed and the participation of those present absolutely confidential. The resolutions passed at those meetings may only be made public by those responsible for enforcing them and the persons to whom they are directed. Furthermore, any agreements or conversations with third parties must be kept confidential if so agreed with those third parties.
• Trustees must participate actively in Board meetings and must diligently assume and perform the tasks and functions inherent to their position or assigned by the Board.
• Trustees must oppose any agreement that is contrary to the Foundation’s By-laws, to the rules and regulations governing foundations or to this Code.
• Trustees shall keep any data and information affecting the Foundation which they receive by reason of their position secret and shall refrain from any direct or indirect use of such data or information for their own benefit.
• At no time shall the actions of the Trustees be contingent upon interests unrelated to the Foundation.
• Trustees shall inform the Foundation of any possible conflict of interest due to their activities outside of the Foundation or arising from any other source.
• Trustees shall abstain from participating in debates and votes on questions in which they may have a particular interest.
• Trustees shall abstain from incurring unnecessary expense in the ordinary management of the Foundation and when making investments on behalf of the Foundation.
• Trustees may not use the Foundation’s property for private purposes.
• Trustees may not benefit from the information they have received due to their position and which may be of interest to the Foundation or harmful to it.

Remuneration:

The post of Trustee is unremunerated although trustees shall be reimbursed for any duly justified expenses incurred in the performance of their functions.

If Trustees are entitled to be remunerated for the performance of functions or activities other than those inherent to their position, the remuneration shall adhere to the following guidelines:

• The remuneration may not, under any circumstances, be more than would be habitual or reasonable according to the rules of the pertinent Professional Association or market price.
• Golden parachute agreements are not allowed, i.e., those which guarantee a certain duration, remuneration or severance benefits.
• Payment for services will take place after the services have been rendered or at the end of the ordinary service provision period.

4. Updating and Amending the Code of Good Governance

• The Board assumes the commitment of encouraging that this Code be updated to make sure that it is in line with the Foundation’s circumstances and the regulations in force at any given time.
• Trustees may propose partial or total amendments of this Code. All proposals must include the text of the amendment and a report justifying the reasons for the change.