The Princess of Asturias Foundation

1. His Royal Highness the Princess of Asturias, heiress to the throne of Spain, is the Foundation’s Honorary President.
2. The President of the Regional Government of the Principality of Asturias is the Foundation’s Honorary Vice-President.

1. The Board of Trustees is the body that governs and represents the Foundation.
2. The Board of Trustees shall be fully independent in the exercise of its discretionary powers.
   Notwithstanding the attributes that, pursuant to prevailing legislation, correspond to the Foundations Commission, the decisions of the Board of Trustees shall be definitive and not open to appeal, without excluding the possibility that further requisites, other than those expressly provided for by law and in these statutes, may be necessary in order for these decisions to be adopted.
3. To aid the Board of Trustees in its task as the Foundation’s governing body, a Delegate Committee, an Audit Committee and an Assets Committee shall be set up within the Foundation, the composition and functions of which are determined in these statutes.

1. The Board of Trustees is exclusively responsible for:
   1. Fulfilling the founding aims and administering the properties and rights that make up the Foundation’s assets, while fully maintaining their return and utility.
   2. Inspecting, overseeing and guiding the Foundation at the highest level.
   3. Modifying the statutes.
   4. Deciding on the creation of new awards and the withdrawal of any of those that have been established.
   5. Annually endorsing the awards regulations for each call for candidates.
   6. Endorsing and forwarding to the Spanish Foundations Commission, during the last three months of each financial year, a Plan of Action for the following year that includes the legally established contents, with the possibility of introducing whatever modifications it may deem appropriate in the proposal that it presents for approval. It is likewise responsible for overseeing the fulfilment of said Plan of Action.
   7. Endorsing the Foundation’s annual accounts and the application of the resulting balance, with the possibility of introducing whatever modifications it may deem appropriate in the proposal it presents for approval.
   8. Setting up the Commissions that may be necessary for the better development of the founding aims, determining their composition and functions.
   9. Appointing to and removing from office the Chair and the Secretary of the Board of Trustees, as well as the Foundation’s Director.
   10. Deciding as regards the provisions of Articles 10, 31 and 32 of these statutes.
   11. Deciding on the dissolution of the Foundation under the cases and manner stipulated in Article 33 of these statutes and undertaking its liquidation under the supervision of the Spanish Foundations Commission.
2. As regards operational and management matters, the Board of Trustees is responsible for the following functions:
   1. Establishing the internal regulations for the functioning of the Board of Trustees itself in those cases for which no provision is made in these statutes.
   2. Fixing the criteria for investing the Foundation’s assets and issuing the mandatory annual report on the fulfilment of the Code of Conduct for non-profit organisations concerning temporary investments.
   3. Conferring general or specific powers on the Chair of the Board of Trustees or on the person or persons that it considers appropriate.
   4. Appointing the external auditor.
3. The aforementioned list of competences of the Board of Trustees is by way of mere illustration rather than limitation, as all the discretionary powers that are attributed to said Board in these statutes correspond to the Board of Trustees, as do, in general, those required for the fulfilment of the founding aims, with no other exception than those established by law and, where appropriate, in these statutes.

1. The composition of the Board of Trustees shall be determined by its own members, the number of which may not be less than three.
2. Any individual in full possession of their civil rights and who is not disqualified or disabled from exercising public functions or holding public office may be a member of the Board of Trustees.
   Legal entities may also be members of the Board of Trustees, in which case they should designate one or more individuals to represent them via agreement by the competent body.
3. Except as provided for in Article 19.2, the trustees are to exercise their responsibilities gratis, without prejudice to the right to be reimbursed for any duly justified expenses incurred in the carrying out of the functions corresponding to the post.

1. The founding bodies who contributed the initial endowment and the University of Oviedo have the condition of trustees for life.
2. All other trustees shall be freely appointed by the Board of Trustees at the proposal of the Chair and, except in those situations referred to in Articles 31 and 32, for a period of five years from the date they are named, and may be re-elected indefinitely for periods of the same duration. They are to accept their appointments in the manner and to the effect stipulated by law.
3. The termination and suspension of trustees shall occur pursuant to prevailing legislation. Nonetheless, termination due to the end of the period of mandate is to be considered effective when, once this period has expired, the first meeting of the Board of Trustees subsequent to said mandate has been held without the trustee’s reappointment having been agreed on.
   Furthermore, trustees shall automatically be relieved of their responsibilities on reaching the age of 75 years, and are therefore to inform the Board of Trustees Chair when they reach this age. Prior proposal by the Chair, the Board of Trustees may appoint trustees emeritus who, having being relieved of their responsibilities for this reason, had held the position for at least ten years. Nonetheless, the signatories of the Founding Charter shall acquire the condition of trustee emeritus simultaneous to their termination for said reason. Within the Foundation, the trustees emeritus shall receive due consideration of their condition, but shall not form part of the Board of Trustees.

1. The Board of Trustees is to meet, prior advance notice and on the initiative of the Chair, as many times as said Chair considers necessary for the proper functioning of the Foundation and at least twice a year within the stipulated periods for approving the annual accounts and the Plan of Action. It is also to meet when required to do so by a third of its members, who are to express in their call for a meeting the matters to be addressed.
2. The call for the Board of Trustees to meet is to be made in writing by the Secretary on an individual basis to each one of its members at the designated address. It may also be made via any computerised, electronic or telematic procedure that allows its recipients to acknowledge receipt.
   The meeting is to be called at least ten days in advance of the date on which it is to be held or, in case of necessity appreciated by the Chair, forty-eight hours in advance. The call for the meeting is to state the place, date and time of the meeting, as well as the agenda.
3. Advance notice for the meeting of the Board of Trustees will not be necessary if, all its members being present or represented, they unanimously agree to hold the meeting.

1. The Board of Trustees shall be duly constituted when the absolute majority of its members attend the meeting, whether in person or via their representatives.
   The members of the Board of Trustees may be represented in the meetings by other members, having to confer said representation in writing addressed to the Chair.
   Decisions are to be adopted by majority vote of those attending the meeting, whether in person or via their representatives, the Chair having the deciding vote in the event of a drawn vote.
2. Notwithstanding the provisions of the above section, in order to agree on the modification of the statutes and the merger or dissolution of the Foundation, a quorum of attendees is required as well as the vote in favour by at least two thirds of the members of the Board of Trustees.
3. Prior invitation by the Chair, those persons who provide services within the Foundation or any other presence deemed appropriate may attend the meetings of the Board of Trustees, with the right to speak, but not to vote.
4. The Secretary is to take the corresponding minutes for each meeting, whose contents, signing and approval shall be regulated by legal provisions. The Foundation is to keep a minutes book which is to register all the minutes approved by the Board of Trustees.

1. The Board of Trustees Delegate Committee shall have the following functions:
   1. Prior formulation by the Director of the Foundation, to inform the Board of Trustees regarding the proposed Plan of Action, provided for in Article 26 of the Regulations for Spanish Foundations, which the Chair must submit for approval by this body.
   2. Prior formulation by the Director of the Foundation, to inform the Board of Trustees regarding the annual accounts and proposed application of the balance which the Chair must submit for approval by this body.
   3. To inform the Board of Trustees regarding the proposals that the Chair presents for the appointment of members of the “Princess of Asturias Board of Trustees” and of member patrons of the Foundation.
   4. To submit to the Board of Trustees, via its Chair, the proposals for resolving any items on the agenda in its meetings not included in previous sections.
   5. To resolve, via delegation by the Board of Trustees, matters that are expressly entrusted to it. Approval of the annual accounts and of the Plan of Action, modification of the statutes, and the merger or dissolution of the Foundation may not be delegated, nor may be any other competence exclusively attributed to the Board of Trustees in Article 8.1, nor any decision that requires authorisation by the Spanish Foundations Commission.
   6. Any other function entrusted to it in these statutes.
2. It is to be made up of a maximum of eleven members. The Chair and the Secretary of the Board of Trustees, as well as the Foundation’s Director, are to be members ex officio. The others are to be designated by the Board of Trustees from among its members, said Board being likewise responsible for their dismissal from office, and in any event their mandate shall come to an end when they terminate as trustees without prejudice to the possibility of their being newly appointed for the post in the case of being re-elected.

1. The Audit Committee shall have the following functions:
   1. To inform the Board of Trustees, via the Chair of this body or the person it considers appropriate, regarding any questions raised by trustees in the course of the Board’s meetings in matters that are the competence of the Committee.
   2. To propose to the Board of Trustees, via the Chair of this body, the appointment of the external auditor and, if appropriate, his or her dismissal or the non-renewal of his or her appointment.
   3. To oversee the fulfilment of the auditing contract, endeavouring to articulate its opinion regarding the annual accounts and the main contents of the audit report in a clear and precise way.
   4. To safeguard the independence of the auditor, paying attention to those circumstances or questions that might constitute a risk for said independence and any other circumstance related to the process of carrying out the audit.
   5. To serve as a channel of communication between the Board of Trustees and the internal audit service, without prejudice to the hierarchical dependence of the person responsible for the latter.
   6. To supervise the drawing up of the annual accounts, to oversee compliance with legal requirements and the proper application of generally accepted accounting principles, as well as to report on any proposals regarding the modification of accounting principles and criteria.
   7. To inform the Board of Trustees on an annual basis as to the evolution and perspectives of expenditure related to the Foundation’s aims.
2. It is to be made up of a minimum of three and a maximum of seven members of the Board of Trustees, designated by said body, and its mandate shall come to an end when said members terminate as trustees without prejudice to the possibility of their being newly appointed to the post in the case of being re-elected. The person responsible for the internal audit service of the Foundation shall likewise attend committee meetings, with the right to speak, but not to vote. The Chair shall be elected by and from among its members; the Chair of the Board of Trustees may not be elected for said office.

1. It is the responsibility of the Assets Committee:
   1. To analyse any and all possibilities of improving the financial performance of the Foundation and to propose to the Board of Trustees the criteria it considers most appropriate for making decisions with respect to the investment of its assets.
   2. To inform the Board of Trustees on an annual basis regarding the financial perspectives of the Foundation and possible actions to increase its assets.
      In the carrying out of its functions, the Committee is to follow the principles and recommendations established in the Code of Conduct for non-profit organisations as regards temporary investments. When it considers convenient to do so, it may obtain external advice in order to adopt its decisions.
2. This Committee is to be made up of the founding bodies who contributed the initial endowment, the Chair and Secretary of the Board of Trustees and the Foundation’s Director. The Board of Trustees may also designate two other members, elected from among the trustees, who, on account of their knowledge or professional background, may contribute to the better realization of its mission and may wish to form part of it.

1. The Committees are to meet at the initiative of the Board of Trustees Chair, except the Audit Committee, which is to meet at the initiative of its Chair. Prior notice of the meetings is to be given at least five days in advance of the date of the meeting or, in case of necessity, twenty-four hours in advance.
2. The Committees shall be duly constituted when the absolute majority of its members attend the meeting, whether in person or via their representatives, and their decisions are to be adopted by majority vote.
   Those persons whose presence is deemed appropriate may attend the meetings, with the right to speak, but not to vote.
3. Except in the case of the Audit Committee, the Board of Trustees Chair shall chair the meetings when attending. In his or her absence, the meeting shall be chaired by the person chosen by those in attendance.
   The acting Secretary of the Committees shall be the person who acts as the Board of Trustees Secretary.

1. The Board of Trustees Chair shall assume the Chair of the Foundation. He or she shall be elected by the Board of Trustees from among its members and shall occupy the post for a period of four years, with the possibility of being indefinitely re-elected for periods of the same duration. The Chair will be relieved of the post upon reaching 70 years of age, although he or she may transitionally continue to occupy the post until that meeting of the Board of Trustees at which the person who is to replace him or her is appointed.
   In the event of the occasional absence of the Chair or of the post being vacant, the oldest member of the Board of Trustees shall occupy the post as Acting Chair.
2. The Chair is responsible for:
   1. Acting as the judicial and extrajudicial representative of the Foundation, being authorised to hold and execute, in its name, all kinds of events and administrative and ownership contracts, as well as to formalise the decisions adopted by the Board of Trustees in public documents.
   2. Overseeing the fulfilment of the statutes and, in particular, the observance of their rules of good governance, as well as executing or ordering the execution of the decisions of the Board of Trustees.
   3. Chairing the Foundation’s Board of Trustees, ordering the calls for its meetings and those of its Committees, establishing the agenda for the corresponding meetings, guiding deliberations and, when applicable, resolving drawn votes by means of his or her deciding vote.
   4. Submitting to the Board of Trustees any proposals to modify the statutes, annual accounts and the proposed application of the resulting balance, the Plan of Action and the proposals referred to in Articles 10, 18, 19, 31 and 32 of these statutes, as well as any other proposed agreement that he or she deems appropriate to best serve the aims of the Foundation.
   5. Deciding on the investment of the Foundation’s assets, within legally established limits and in compliance with the criteria established by the Board of Trustees.
   6. Any other discretionary powers attributed to him or her by law or via these statutes and, in general, all those discretionary powers inherent to the governance of the Foundation, with no other limit than the exclusive or non-delegable competences of the Board of Trustees.

1. The Secretary of the Board of Trustees shall assume the General Secretariat of the Foundation. He or she shall be appointed by the Board of Trustees from among its members and at the Chair’s proposal and shall occupy the post for a period of four years, with the possibility of being indefinitely re-appointed for periods of the same duration. He or she will be relieved of the post upon reaching 70 years of age, but may transitionally continue to occupy the post until that meeting of the Board of Trustees at which the person who is to replace him or her is appointed.
2. The Secretary is responsible for:
   1. Notifying the call for meetings of the Board of Trustees and of its Committees, following the Chair’s instructions.
   2. Drawing up the minutes of the Board of Trustees meetings, issuing, with the Chair’s approval, the records of its decisions, transferring these to whom they may concern, and overseeing their fulfilment.
   3. Conserving the documentation of the Foundation and reflecting the proceedings of the Board of Trustees meetings in its minutes book.
   4. Any other function inherent to the post or entrusted to him or her in these statutes.
      The Secretary is likewise empowered to formalise the decisions adopted by the Board of Trustees in public documents.
3. In the event of being absent, of the accidental impossibility of occupying the post or of transitory leave from such, the trustee chosen in each case by those attending the Board of Trustees meetings shall act as secretary to said body.

1. The Director occupies the post of Executive Manager of the Foundation. He or she shall be appointed by the Board of Trustees, on the proposal of the Chair. He or she will be relieved of the post on reaching 70 years of age, but may transitionally continue to occupy the post until that meeting of the Board of Trustees at which the person who is to replace him or her is appointed.
2. The post of Director is remunerated. When the person who holds this post is a member of the Board of Trustees, the Board may agree, prior authorisation by the Spanish Foundations Commission, to remunerate him or her in the terms it deems appropriate to the nature and representativeness of the post and the functions which he or she is entrusted with.
3. The Director shall have all the attributions of management and representation that the Board of Trustees or the Chair of this body bestow on him or her in order for the Foundation to function better and more dynamically. It shall be the particular responsibility of the Director to coordinate, promote and execute the plans and programmes contained in the Plan of Action, as well as any other such plans or programmes determined by the Board of Trustees.
   The Director is to be bestowed with all the powers necessary to fulfil his or her responsibilities.

1. The Foundation shall, at all times, respect the primacy of its character, purpose and aims, as reflected in its Founding Charter and in these statutes, and shall accommodate its guidelines for conduct to the letter and spirit of its declarations and regulations, as well as to the principles for action established in the Spanish Foundations Law. It shall likewise act in consonance with the criteria of impartiality and non-discrimination when determining its beneficiaries.
   As regards the Princess of Asturias Awards:
   1. Their conferral shall be decided by annually appointed juries, bearing in mind the merits of the individuals, groups of individuals or institutions that are nominated and in accordance with the regulations approved for said purpose.
   2. They may not be bestowed posthumously, or on members of the higher state institutions in Spain, members of Government or those occupying high office in Government, members of the Foundation’s Boards of Trustees, or on anyone who has been a member of an award jury in the three years prior to the proposal, who applies for the award on their own behalf or who does so on behalf of the organisations or institutions they represent.
2. The internal functioning of the Foundation and the carrying out of its activity shall be inspired by the principles of institutional independence and independent decision-making, efficiency, transparency, professionalism and social responsibility.
3. The Foundation shall not accept honours, distinctions or awards of any kind. Neither shall it accept donations from unknown sources, or conditional donations when these violate any fundamental aim or value or place the Foundation’s independence in question.

1. The trustees are to carry out their duties with the due diligence of a loyal representative.
   Without prejudice to any other behaviour that may be considered a result of this general duty, the trustees shall have, in particular, the duties specified in the following articles.
2. When the trustee is a legal entity, these duties shall be demanded of said entity and of those who represent it in the exercise of the post, as the case may be.
3. When the Director of the Foundation is not a trustee, these duties shall be demanded of him or her insofar as they are applicable in line with the nature and functions of his position.

1. Diligence implies the duty of each and every trustee, insofar as they are able and available to do so, to offer the dedication and collaboration required by the carrying out of the distinctive functions that are the competence of the Board of Trustees and, when applicable, the carrying out of the special responsibilities they may be entrusted with.
   In particular, the trustees should oversee that the Foundation’s activities are carried out within the framework of its purpose and aims by means of suitable planning and with efficient management of available resources.
2. Also inherent to diligence are the duties, among others, of personally attending the Board of Trustees meetings and those of the committees to which they belong or, if they are not able to do so, to confer the appropriate representation with suitable instructions, to participate actively in their proceedings and, when necessary, to oppose any decisions in violation of the law, the statutes or the Foundation’s interests.
3. Furthermore, the trustees should lend the Board of Trustees Chair and the Foundation’s Director the necessary support to best fulfil their responsibilities and ensure that those persons with relevant functions within the internal structure of the Foundation carry these out in its best interests, in accordance with guidelines befitting ethical behaviour and conforming to the requirements of good faith.

1. Among others, loyalty implies the following duties for each and every trustee:
   1. To occupy the post in the exclusive interest of the Foundation, affording absolute priority to respecting and fulfilling its purpose and aims.
   2. To not participate in the deliberations and voting of the agreements referred to in Article 11.2 of the Regulations for Spanish Foundations and, in general, any others in which they may have a personal interest.
   3. To not make use of their condition as trustee for any purpose other than those of the founding aims and, in particular, not to use said condition to obtain personal economic gain or to use Foundation information not pertaining to public domain for personal purposes without authorisation by the Board of Trustees.
   4. To abstain from carrying out transactions with the Foundation without the pertinent authorisation from the Spanish Foundations Commission as stipulated in Article 4 of the Regulations for Spanish Foundations.
   5. To not take advantage of the business opportunities that they may have become cognizant of as a result of being a trustee.
2. In any event, trustees are to promptly inform the Board of Trustees of any situation in which the provisions made in this article may be applicable, as well as of any other personal circumstance in which they may find themselves which, on account of its relevance, may seriously affect the Foundation’s reputation.

1. The trustees have the duty of safeguarding any data and information that they may have had access to in the carrying out of their responsibilities, even when they have been relieved of said responsibilities, without prejudice to the obligations of transparency and information that in such case may be established by prevailing legislation.
2. Trustees should respect the independence of the designated Juries in their decision-making regarding the awards conferred by the Foundation and should abstain from any kind of interference or personal involvement that may affect the independent criteria of their members.

The Foundation’s assets are made up of the initial endowment and all the property, rights and obligations susceptible to economic assessment that it acquires subsequent to its constitution, whether these are entailed to the endowment or not.

The endowment of the Foundation shall comprise:

1. The initial endowment provided by the founders.
2. Any and all property and rights of a patrimonial nature acquired subsequent to the initial endowment of the Foundation and which the Board of Trustees has decided or agreed to allocate to incrementing said endowment, as well as those that may be contributed by the trustees or third parties for the same purpose.

1. Among any other sources of income permitted by law, the Foundation’s income may come from:
   1. The returns on its own assets.
   2. The grants, donations, bequests and legacies, including those that are modal and encumbered, that it receives which are not expressly intended to increase the initial endowment of the Foundation.
   3. The amounts it may perceive as a result of its activities, provided that this does not imply an unjustified limitation to the fulfilment of its aims.
   4. The resources that it may obtain as owner of its assets, such as intellectual or industrial property rights or the like.
   5. Any other resources that it obtains that may be assigned to the fulfilment of its aims.
2. The allocation of the Foundation’s income shall be decided by the Board of Trustees, respecting in all cases the will of the donors and subject to the legal provisions applicable in each case.

During the last three months of each financial year, the Board of Trustees shall endorse and forward to the Spanish Foundations Commission a Plan of Action which reflects the goals and activities that it intends to develop during the following financial year. The plan is to contain information that identifies the activities, the estimated expenditure for each of these and any foreseeable income.

During the course of the financial year, the Board of Trustees may introduce those modifications in the plan it deems appropriate or convenient in order to accommodate said plan to any circumstances that may arise and which may affect its contents or to unforeseen actions needed to be taken to better fulfil said plan.

1. The annual accounts shall be drawn up in accordance with the criteria established in the regulations for adapting the Spanish General Accountancy Plan to non-profit organisations and are to be subject to verification by an external auditor.
2. The Foundation’s financial year is to coincide with the calendar year.
3. The Board of Trustees is to approve, within the first six months of the financial year, the annual accounts of the preceding year and is to deposit them with the Spanish Foundations Commission within the legally stipulated period.

1. At the very least, the legally minimum percentage of the resulting amount of the Foundation’s accounting balance, corrected in line with legally established adjustments, is to be allocated to the carrying out of the founding aims. This allocation shall be made effective in the period comprising the start of the financial year in which the aforementioned resulting balance has been obtained and the four years subsequent to its end.
2. The resources allocated to the founding aims are to be applied preferentially to the carrying out of the activities related to the conferral and presentation of the Princess of Asturias Awards, which should receive special attention in order to maintain the highest possible level of prestige at all times. Notwithstanding this preference, the resources may also be applied to the activities of the Music Department. The assignment of resources to any other new line of activity shall require the express agreement on the part of the Board of Trustees to be adopted at a meeting attended by at least two thirds of its members, either in person or via their representatives.
3. The percentage of the resulting accounting balance which, in line with the provisions of Section 1, is not allocated to the carrying out of the founding aims should go towards increasing the endowment or reserves, as deemed fitting by the Board of Trustees.

1. The “Princess of Asturias Board of Trustees” is an honorary body at the service of the aims of the Foundation.
   It shall be presided over by His Royal Highness the Princess of Asturias, heiress to the throne of Spain. The President of the Regional Government of the Principality of Asturias shall be its Vice-President.
2. The individuals or legal entities that contribute substantial assets or rights to the Foundation or who provide it with relevant services may become members of this honorary body under agreement reached by the Foundation’s Board of Trustees on the proposal of its Chair subject to a report from its Delegate Committee.
   Legal entities are always to be represented by their chairperson or president.
3. With the aim of articulating the participation of this honorary body in the governance of the Foundation, up to six of its members may be appointed as trustees of the Foundation. Said appointments are the competence of the Foundation’s Board of Trustees, on the proposal of its Chair and subject to a report from the Delegate Committee, the aim being for these appointments to be made on a rotating basis that successively allows different members of the aforementioned body to take on the condition of trustee. To facilitate said rotation of office with sufficient periodicity, these trustees shall be designated for a period of three years from the date of their appointment.

1. The condition of patron of the Foundation may be attributed to individuals or legal entities that contribute to the fulfilment of its aims via contributions of an economic nature or collaboration of some other kind.
2. The attribution of the condition of patron of the Foundation is the competence of its Board of Trustees, subject to a report from the Delegate Committee.

1. The Foundation shall be dissolved due to the causes and in accordance with the procedures established by prevailing legislation.
2. The dissolution of the Foundation shall determine the commencement of the liquidation process on the part of the Board of Trustees, under the supervision of the Spanish Foundations Commission, in accordance with the prevailing legally established procedure and criteria.

The sum of the properties and rights resulting from the liquidation are to be allocated by the Board of Trustees in favour of Asturian institutions that pursue goals of general public interest and which are considered beneficiaries of sponsorship, pursuant to Articles 16 to 25 of Spanish Law 49/2002, of 23^rd December, regarding the tax regime of non-profit organisations and tax incentives for sponsorship.

Notwithstanding the provisions of the second paragraph of Article 10.3, those trustees who at the time of approving these statutes have reached 73 years of age shall continue to occupy their post until the end of the period of time for which they have been appointed.