SECTION I
ART. 1 – The Corporate under the company name of “SOCIETÀ TRASPORTI PUBBLICI BRINDISI S.p.A.” is founded with a mainly government ownership and its legal head office located in Brindisi. Under the conditions provided for by law, the Company will be able to establish and remove, both in Italy and abroad, branches and representative offices to achieve the company’s business object.
ART. 2 – The Company aims at managing, arranging and promoting the public transport within the traffic catchment of Brindisi area, that is currently identified with the whole territory of the Province, but also projected onto a wider prospect of the regional transport planning. In particular the Company has as its objects:
a) the management of public urban, suburban and extra-urban transport services for people and goods, for its own or for a third party, carried out by whatever vehicle;
b) the management of subway, waterway, maritime, airport connection, bus station, bus hub, school transport, transport for the disabled, vehicle with/out driver hiring, bike- and car-sharing and tourist transport services, as well as special services “on demand”, group transfer service carried out by whatever vehicle;
c) the design, the creation and/or management, both direct and upon concession or other forms of entrustment, of non-traditional transport systems such as escalators, passenger conveyors and similars, as well as right-of-way transport systems such as trams, subways and similars;
d) the design, the creation and/or management, both direct and upon concession or other forms of entrustment, of transport infrastructures, rest areas, parking meters, pay and display car parks, street and multi- level car parks;
e) the removal, custody, repairing and servicing of vehicles, also on behalf of third parties, as well as the management of road traffic signal systems, supply warehouses and similars, integrated traffic and city centres access control systems, and also infomobility systems and technologies;
f) the management, also on behalf of third parties, of fuel, natural gas, LPG and lubrificants dispensing systems;
g) the management of those services complementary, related and instrumental to the ones aforesaid, that are linked to the population’s mobility needs satisfaction, also due to new technological innovations;
h) executive, technical and administrative advice and support for enterprises, companies or institutions operating within similar or linked fields;
i) the conduction of studies, initiatives and surveys also in cooperation with other subjects, enterprises, companies, authorities or research institutes to promote and improve skills and technologies within the transport sector;
j) the setting-up and/or joining of institutions and/or public, private, mixed-capital companies for the administration and/or the management of activities within the transport and mobility services field and, anyway, for all the activities included in the company’s business object;
k) the establishment and/or the management of travel agencies, travel tickets and automatic or digital ticketing offices also on behalf of third parties, as well as the “Mobility Manager” services planning and management;
l) the performance of every service and productive or commercial service, collateral, subsidiary or instrumental, linked to the local public transport or general mobility;
The Company can carry out whatever commercial, financial, industrial, chattel and real estate operation considered as useful by the Board of Directors for the achievement of the company’s business object. It can join other Companies, Enterprises and Consortia whose business company’s object is similar, connected or subsidiary to its own one, release suretyships and other guarantees in general, also real securities, as well as make an agreement with the Government, Local Authorities and any other Public or private Body or private citizens and their associations in compliance with the art. 2361 and following of the Civil Code.
In accordance with the articles 2447-bis and following of the Civil Code, the Company can create one or more pools of business assets, each of them intended exclusively for a specific business , or enter into contracts, each of them intended exclusively for a specific business financing , agreeing that the revenues of the business itself or part of them would be allocated for the whole or partial refund of the loan itself.
The company can take on or grant agencies, commissions, representations, with/out guarantee deposit, and proxies, acquire, use and transfer patents and other intellectual property rights, conduct market surveys and data processing for its own account or for the account of third parties, grant and get commercial licenses.
ART. 3 – The company’s duration will end on 31st December 2050 and it can be extended once or more times by the Board meeting, which will also have the discretion in dissolving the Company beforehand, as per the extraordinary General Meeting’s resolution.
SECTION II
ART. 4 – The authorized capital amounts to 1.549.500 Euros (one million five hundred forty-nine thousand five hundred), divided into 30.000 (thirty thousand) registered shares with a 51,65 Euros (fifty-one point six five) nominal value each, but the company does not issue the pertaining shares; the quality of business partner is proved by the membership of the business partners register and the real bonds over the shares are established through annotation in the register itself.
ART. 5 – The Province of Brindisi, Brindisi Municipality, Apulia Region, other Municipalities of Brindisi province as well as concerned public Authorities, Associations, Consortia, Companies, economic operators and private citizens can own the shares.
ART. 6 – The company can accept bestowals of goods in kind and credits, in compliance with the artt.2342 and 2343 c.c.
ART. 7 – In accordance with the art. 2412 c.c., the Board meeting has the discretion in approving the registered bonds issue to the investor and bonds convertible into shares.
SECTION III
ART. 8 – The Company’s bodies are:
1) the Business Partners Board;
2) the Sole Director or, if it falls within the law conditions, the Board of Directors;
3) the Mayors’ Board.
Establishing bodies that are different from the ones provided by general rules on the company and remitting attendance fees or productivity bonuses approved after the activity carrying out, or severance pays to the company’s body members is prohibited.
ART. 9 – Business partners are called:
- into an ordinary meeting by the Board of Directors or the Sole Administrator at the head office or somewhere else on condition that it would be within the territory of Brindisi Province, at least once a year within one hundred twenty days from the business year closure, to rule in compliance with the art.2364 c.c.; if required by particular needs, the Board may be convened within one hundred eighty days from the business year closure itself;
- into a special meeting, in compliance with the art. 2365 c.c., at the initiative of at least one third (1/3) of the directors or upon written request by one or more members that represent at least one tenth (1/10) of the authorized capital.
Both Ordinary and Special meetings may be convened also every time the Board of Directors or the Sole Director deems it appropriate.
ART. 10 – Both Ordinary and Special Meetings will be convened by the Administrative Body, also out from the company’s location, on condition that it would be within the territory of Brindisi Province, through written notice transmitted to the business partners by means that ensure evidence of the receipt at least eight days before the meeting day. The notice must display location, meeting time and list of topics to be discussed. The same notice may indicate (if the first one is not quorate) time, location, and date for the second meeting, that would not occur the same day set for the first one. Nevertheless those board meetings are valid even if not convened as aforesaid, when the whole authorized capital is represented and they are attended by the majority of the administrators in office and the current mayors.
ART. 11 – The Board Meeting can be attended by the shareholders registered in the business partners register at least five days before the fixed date for the meeting and those who have deposited their shares within the same deadline at the head office or the credit institutions listed in the notice concerning the meeting. The common representative of the bondholders can also attend the Board Meeting if the Company has issued bonds
ART. 12 – The Board Meeting is chaired by the Sole Director or the Board of Directors’ President or, if missing, by the Vice President and, if the latter is missing, by the Councilor with the oldest designation and, in case of equality among the Councilors, by the eldest one, or by the Sole Director and, in his absence, by a person nominated by the board meeting itself.
The Board Meeting’s President elects as Secretary even a non-business partner and, where appropriate, two scrutineers among the business partners. The Secretary’s appointment is optional when the meeting’s minutes must be drafted by a Notary.
It’s up to the President to ascertain the Board Meeting’s validity, the proxies’ regularity, the work in progress and votes’ supervision, signing together with the secretary each session’s minutes.
ART. 13 – The ordinary Board Meeting on a first call is duly set up in presence of a number of business partners who, for their own account or for the account of a third party, would represent at least half of the Firm’s Share and on a second call, it does not matter the capital’s share represented by the attendants for their own account or for the account of a third party.
The Ordinary Board Meeting rules by absolute majority vote and the Special Board Meeting rules by the majorities required by the artt. 2368 e 2369 of the Civil Code. The Sole Director or the Board of Directors’ members election always needs the favourable vote of a number of associates who would represent more than half of the Firm’s Share. Each share entitles to a vote. Deliberations reached by the Board Meeting by law and this Charter bind all the business partners, even if absent or dissenting.
ART. 14 – Deliberations by the Board Meeting are certified by the minutes signed by the President and the Secretary. In case of law, the memorandum is drafted by the Notary.
ART. 15 – The Board Meeting is made up of three members, elected by the associates’ assembly in accordance with the legal regulations in force regarding gender balance. The Council elects for its part a President and a Vice President with vicarious functions, who will replace the President in case of absence or hindrance, without any bonus recognition.
The Council members or the Sole Director have a three (3) business year term, with an expiration date set on the Board Meeting convening date fixed for the adoption of the final budget concerning the mandate’s last business year and they are re-eligible.
The Board Meeting can rule on the composition of the Administrative Body from single-member to multiperson one and viceversa or on the variation of its members’ number at the beginning of each three-year period or, in case of the incumbent Administrative Body’s forfeiture or resignation, at the time of its re-establishment.
ART. 16 – The Council meet up also in a location different from the Head Office, on condition that it would be within the territory of Brindisi Province, every time the President considers it necessary, or upon written request by at least one third (1/3) of its members.
The notification to attend will be signed by the President and sent through registered mail and/or Certified E-Mail to each Councilor’s domicile at least three (3) days before the one set for the meeting and, in case of urgency, through telegram or Certified E-Mail at least 24 hours before. Every single Councilor has the discretion in authorizing different delivery methods of the notification to attend. Current Mayors are given notice of the convening within the same deadline and with the same methods.
Mayors have the discretion in authorizing different delivery methods of the notification to attend. The Council meeting are chaired by the President and, if missing, in order, by the vicarious Vice President, by the eldest Councilor.
The Council is validly constituted in actual presence of its members’ majority; the deliberations are valid if they get the favorable vote of the attendants’ majority. In case of equality, the chairman’s vote prevails.
If the formalities above are missing, the Board of Directors is considered duly set up when all firm’s bodies members in charge are there and nobody of them is against the discussion of the topics proposed.
ART. 17 – The administrators’ replacement occurs in the manner established by the art. 2386 C.C. first and second paragraphs.
ART. 18 – The Board of Directors or the Sole Administrator is appointed to the clouts for the ordinary and extraordinary company management and, more precisely, it has discretion in performing the activities it considers necessary and suitable to fulfill the company’s business object, excluding the ones assigned to the Board Meeting by law and the Charter. It can elect delegates, special envoys, in accordance with artt.2381 and 1703 of the Civil Code.
ART. 19 – The Board of Directors’ minutes are signed by the President and the Secretary, as well as transcribed into the specific book.
ART. 20 – Administrators are due the reimbursement of the expenses incurred for business purposes and a potential fee that will be fixed by the Board Meeting every three years.
ART. 21 – The Board of Directors can delegate its own duties, excluding those non-delegable in accordance with the art.2381 C.C., to the President or others of its members, setting the tasks related.
ART. 22 – The representation of the Company before any Court or Administrative Authority and third parties, as well as the signing authority, are responsibilities of the Sole Administrator or of the President or his representative in accordance with the aforesaid art. 15.
The Sole Administrator or the President or his representative in accordance with the aforesaid art.15, within the routine powers assigned:
a) submits the company’s appropriate strategies to the Board of Directors;
b) sets the Board of Directors’ meetings agenda and convenes the meetings;
c) passes, in the company’s interest, whatever urgent measure, subject to the limits and conditions potentially defined by the Board of Directors;
d) monitors the fair company management and business performance;
e) draws up contracts, signs bank receipts and collects credits, mandates, checks, money orders, amounts and securities irrespective of the Company’s title and money, issuing payments in full, with the possibility of giving a proxy to a manager employed by the Company;
g) elects and removes lawyers, consultants and specialists, determining, for each of them, term of office, duties and remunerations;
h) appoints the President and the tender committee members among company managers and corporate executives, as well as among people from outside the Firm, and determines the possible remuneration to bestow;
i) carries out the goals and the global strategic guidelines set by the Business Plan endorsed by the associates, taking on every initiative necessary for the purpose and, in any case, keeping the Board of Directors periodically informed.
ART. 23 – Subject to the provisions of the second paragraph of art. 2397 C.C, the Mayors’ Board is composed of three (3) current Mayors and two (2) deputies appointed by the Associates’ Board.
The Mayors have a three (3) business year term, with an expiration date set on the meeting convening date fixed for the adoption of the final budget concerning the third mandate.
Current Mayors are appointed upon designation, one (1) by the Presidency of Brindisi Province and one (1) by the Mayor of Brindisi Municipality respectively.
The third member is elected by the Assembly in accordance with the legal regulations in force regarding gender balance.
If the abovementioned entities did not take steps within sixty (60) days from the request’s reception, the Associates’ Board would arrange for the appointment. The President will be appointed as defined by the law.
When appointing the mayors, the assembly determines their annual salary for their whole term of office in accordance with the law in force in a definite and all-encompassing way, without any minimum constraint resulting from rate tables.
Unless otherwise decided by the Assembly, the Board of Auditors exercises the accounting control.
SECTION IV
ART. 24 – The transfer of shares owned by public entities up to 49% (forty-nine percent) of the authorized capital is permitted to allow the shareholding by private individuals. Later the shares owned by public entities would be transferred only in favor of other public entities.
ART. 25 - Each share entitles to a vote. It is allowed voting through envoy even non associate, upon written delegation only. It is incumbent on the President to ascertain the regularity of the right to attend the meeting.
BUSINESS YEAR AND BUDGET
ART. 26 – The financial years begin on the first of January and close on the 31th December of every year. At the end of each business year, the Administrative Body produces the Budget to submit to the Assembly within acceptable limits under current legislation. The budget will be laid out analytically and with separate managements (sub-accounts) for each business fostered in compliance with art. 2 of this Charter.
ART. 27 – The operating surpluses, after deducting taxes and quotas allocated for buffers according to the law, may be shared out among the stockholders up to 10% (ten percent) of the paid-up capital; potential surplus will be saved into a dedicated fund.
SECTION V
ART. 28 – If the Company comes up with a dissolution at any time and for any reason, the special Assembly will define the winding up manners and appoint one or more liquidators, specifying their powers.
ART. 29 – For what is unlaid down by this Charter, the provisions of Law shall apply.
