Abstract
The role of governance is fundamental to align the strategy and the operations of Foundations with the requirements of an “effective” management of social interventions. Specific features that qualify the governance of Foundations are concerned with:
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the structure of the governing bodies and functions of the Foundations;
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the attributes that can make the Board of Directors more effective;
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the applications of these attributes to Non-Profit organisations.
The governance of a Foundation may envision one or more of the following executive bodies:
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The Members’ Meeting;
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The Steering Body or Steering Committee;
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The Administrative Body or Board;
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The Chairperson;
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The Deputy-Chairpersons;
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The committees supporting the Administrative Body (executive, scientific, technical, etc.);
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The Director or Secretary General;
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The Accounting Control Body;
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The Board of Arbitrators.
To act as “social drivers”, Foundations need an appropriate organisation of their executive processes, in order to guarantee the correct discussion and formalisation:
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of their institutional objectives;
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of the human and instrumental resources necessary to achieve them;
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of the processes to be implemented in the operating phase;
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of the planning and control tools through which to supervise the operating phase.
This chapter summarises the desirable “phases” in the development of the governance model of a proactive Foundation.
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Notes
- 1.
An Italian original version of this chapter has been published in “Managerialità Solidale. Governance e strategia nelle fondazioni” by Giacomo Boesso and Fabrizio Cerbioni (Chap. 2), © 2018 Wolters Kluwer Italia s.r.l. Translation and republishing rights were granted to authors.
- 2.
Just think of the intense philanthropic activity of American giants such as the aforementioned Bill & Linda Gates Foundation and Packard Foundation that issue millions of grants each year. Just the first five US foundations in 2011 showed a book value of USD 70 billion, higher, therefore, than that of the 88 Italian Foundations of Banking Origin (http://foundationcenter.org/findfunders/topfunders/top100assets.html).
- 3.
Since the Middle Ages, public power strongly entered the life and administration of many private assistance organisations: under the pretext of improving their actions, it took advantage of them to benefit members of the ruling class, appointing them with management tasks, which procured prestige and social standing (Silvano 2001, p. 25).
- 4.
We can mention, among other elements: the deductibility of donations given to the foundations; the VAT exemption on services and products; the non-taxation of operating surpluses; the exemption from local property taxes (now IMU); the possibility of making certain operating income non-taxable, the five and eight per thousand and so on.
- 5.
Already a law from 1862 considered all foundations and institutions dedicated to social help, education and assistance as Non-Profit entities. That law also envisioned the possibility of reforming the articles of incorporation, although with the utmost respect for the will of the founder, when the mission of such an organisation would no longer be applicable. It also envisioned the termination of Management Body in case of inefficient results. The appointment of the Chairperson and the members of the Board was entrusted to the City Council. G. Silvano (2001, p. 45 et seq). In this regard, the “Foundations Charter” of 2011 states that “The necessary governing bodies of foundations are, in addition to the Chairperson, the Steering Committee, the Administration Body and the Control Body … for foundations with multiple members (Associations) the Members’ Meeting … represents an irreplaceable subject also to ensure an adequate presence of representatives of civil society in a steering capacity”.
- 6.
For all other Granting Foundations, the existing rules are a “diluted” and “simplified” solution with respect to bank Foundations, with a governance model that only envisions a Board of Directors, its Chairperson and a General Manager.
- 7.
According to the Foundations Charter, the Board of Directors is the proposing and managing body, responsible for implementing the programmes defined by the Steering Body and for pursuing the objectives identified.
- 8.
Defined by the Amato Law of 1990 and subsequent legislative and jurisprudential interventions of interest for the Foundations of banking origin. A complete and always updated list can be found on the website of the trade association: www.acri.it in the regulations section.
- 9.
- 10.
Governance is, of course, more managerial in Foundations that have a reasonable ability to plan their revenues (such as those of banking origin) and can draw up multi-year plans with resources committed from year to year.
- 11.
The term is inspired by the German federal constitution, which foresees the impossibility for parliament to issue a no-confidence vote on the government without simultaneously granting the confidence to a new executive body (Fundamental law of 1949, art. 67). The term, in the managerial context, has assumed relevance if, at the discussion and opposition phase with respect to the approval of certain projects, there is a possible solution or alternative to the reported critical factor.
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Boesso, G., Cerbioni, F. (2019). The First Survey on the “Governance” of Foundations: The Original Model. In: Governance and Strategic Philanthropy in Grant-Making Foundations. Palgrave Pivot, Cham. https://doi.org/10.1007/978-3-030-16357-0_2
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