1. Name and registered office
In accordance with art. 60 et seq. of the Swiss Civil Code, an association is established and registered as “INTERNATIONAL COMPLIANCE NETWORK (ICN)” based in LUGANO, Via Pretorio 13.
The association is non-political and non-denominational.
2. Purpose – Principles, Values, Strategic Objectives and Common Brand
The association has the aim and purpose of
– promoting at an international level through its members Compliance culture to organizations and to the people who for them operate in any sector and market,
– promoting at an international level, through its members the value of Compliance certifications accredited and recognized to organizations and people who work for them, who operate in in any sector and market,
– promoting among its members a vision and a common mission that is based on the previous two points and that aims at defining harmonized Regulations, Protocols and Procedures, in order to offer to the global market a subject that can further and better guarantee compliance with international rules, accreditation and certifications,
– promoting a common high-level brand among its members internationally, aiming at, in compliance with the rules of accreditation and certification, integrating with the brands of each individual member and further and better representing the culture of Compliance with international accreditation
and certifications rules.
Key elements related to the purposes referred to above are the following Principles, Values and Strategic Objectives Postulates
– The overall legislative and regulatory complexity that characterizes the life of organizations and people who work within them is now an essential fact and has direct and clear repercussions, respectively, on business continuity of those organizations and on the need to continuously update and qualify skills of the people who, at different levels, work and operate within them. Business Continuity is then closely linked to the issues concerning the sustainability and social reputation of the organizations and people who in work and operate within.
– The regulatory and legislative complexity concerns management systems and models that deal with more diverse issues – quality of organizations, quality in managing environmental and safety issues at work and data, quality and safety and sustainability of products, processes and services,
quality and effective qualification of people’s skills; the legislative and regulatory complexity has contractual value and concerns the need to make sure quality of goods and commodities circulating locally and globally.
– The regulatory and legislative complexity, compulsory and voluntary, needs compliance by the organizations and the people who work in them, with respect to requirements and elements of application that the standards introduce into their functioning; the compliance that is required is
recognized and known globally as Regulatory Compliance.
– The regulatory and legislative complexity outlined briefly above is today substantiated by rules and standards generated on a global level and which are then applied locally by the organizations or people who work in them, regardless of the sector, the size, the country, and regardless of whether
they are “profit” or “non-profit” type.
– The importance of the value of Third Party and Competent Body services referred to auditing, inspection, laboratory and educational and training activities that provide respect to the management of Regulatory Compliance issues, to ensure economic benefits and high quality to the market, to their customers, and to the interested parties (Stakeholders).
– the commitment of the Members to create a representative, strong and credible international network that really represents a network of qualified and/or certified Competent Body and Third Party linked to the general and specific issues of Regulatory Compliance.
– the commitment to bring the worlds of standardization, qualification and certification and accreditation for the benefit of the economic and social community and of all the Stakeholders.
– the commitment of the Members to raise awareness of the market and of all Stakeholders involved, at different levels and in different modalities and responsibilities, in processes of Compliance management, advantages of the related qualified and/or accredited Assessment, Inspection, Laboratory and Educational and Compliance training activities.
– the commitment of the Members to increase areas, schemes and assessment regulations, certification, inspection, analysis and training, qualified and/or accredited according to national and international standards requested by the market and by its customers.
– the constant commitment of the Members to undertake and have an open and continuous dialogue with the community and the players operating in the Regulatory Compliance sector, with reference to standardization, qualification and accreditation of Competent Body and Third Party activities.
Values
Members recognize the importance in
– operating in the international market according to high standards of ethics and integrity;
– operating in the international market with high service values from the members of the networks for their customers and stakeholders;
– defining formal and official channels and collaborate openly with regulation authorities, with international organizations and institutions regarding the services of Regulatory Compliance;
– enabling members to play a key role in helping to address industry key issues;
– promoting the development and professional collaboration between the members of the network and, regarding each their own legal independence, work in a cooperative way to continuously improve the reliability of the evaluation process to benefit customers, stakeholders, and the market, with a view to a better and improved integrity and trust of compliance claims and reports, qualified and/or accredited, issued by each of the members.
Strategic Objectives
Members recognize the importance of
– developing international relations to ensure that all markets are open and without restrictions and, if applicable, that all Members comply with the qualification and/or accreditation schemes recognized in the area of regulatory compliance;
– collaborating with qualification and accreditation bodies and with other parties interested in the regulatory Compliance sector, to ensure that the sectoral and national regulations are consistent with the internationally agreed and accepted requirements;
– collaborating with national and/or international sectoral Standards Bodies and generalists to ensure the issuance of certificates and compliance reports, appropriate and recognized;
– working for the improvement of the global qualification and accreditation system.
Common Trademark
In line with the Aims and Purpose and the Principles, Values and Strategic Objectives defined in the previous point 1, the Founding Members
– have registered the International Compliance Network trademark (also abbreviated as ICN) and have drawn up a specific “Regulation of Operation and Use of the Trademark International Compliance Network” (Annex 2 “Regulations for the use of the ICN trademark”)
– the common trademark, is added and does not replace the trademarks of the individual organizations and trademarks referring to their qualifications and/or accreditations, as an additional brand, with the mere objective of enhancing the sharing of the elements indicated in these articles, not being indicative of something else;
– the Regulation of operation and use of the common trademark also means to be proposed, submitted and shared with other international Competent Bodies and by Third Parties operating in the field of assessment, inspection, laboratory, educational and training that intend to recognize themselves in the contents of these Articles.
3. Means
For the pursuit of its purposes, the association has the following means:
a) social security contributions
b) income from the organization of events and/or exhibitions
c) subsidisation
d) income from performance agreements
e) donations and subsidies of all kinds
Social contributions are set annually within the Shareholders’ Meeting.
The year of operation corresponds to the calendar year from 1.1. to 31.12. of each calendar year.
4. Members – membership
Founding members of the Association are the companies:
1. IAS REGISTER AG Via San Gottardo 112 6828 BALERNA (SWITZERLAND)
2. Q-AID Assessment and Certification srl Via Vittor Pisani, 8 20124 MILAN (ITALY)
3. Q-AID Inspection srl Via Vittor Pisani, 8 20124 MILAN (ITALY)
The Founding Members are legal entities Certification and Inspection Bodies accredited and recognized in the area of Regulatory Compliance, for the fields of activity referred to in Annex 1 (Accreditations and Recognition of Founding Members) of the these Articles of association.
Legal persons represented by Certification Bodies (Assessment), Inspection Bodies (Inspection), Laboratories (Laboratory) and Training Bodies (Educational and Training) that carry out their activity within the supply chains of recognized accreditation and certification relating to the Regulatory
Compliance, that being interested and sharing the purpose of the association referred to in point 2. above, following a formal manifestation of Interest, are assessed and formally collectively deliberated for participation to the Association, by the Committee of Founding Members.
The legal persons concerned and who share the purposes of the Association referred to in point 2 above and that following the Resolution of Acceptance of the Expression of Interest, support the association financially through the regular payment of the social security contributions referred to in point 3 letter a) are Active Members with voting rights.
The non-regular payment of the social security contributions referred to in point 3 letter a) and the non-compliance with the purposes referred to in point 2 above determine, as a result of formal and collegial resolution by the Committee of Founding Members, the qualification as a Passive Member without voting rights.
Passive Members without voting rights have 6 months to regularize their own position and return to the status of Active Member with voting rights, after which, if the position is not regularized, following a formal resolution of the Committee of Founding Members, lapses by exclusion, as per point 6 below, as a Member.
Expressions of Interest as an active member must be forwarded to any of the Founders, who, following a collegial investigation by the Founding Members Committee, formally resolves the admission.
At the proposal of each of the Active Members with voting rights, the Meeting Members may grant the status of Honorary Members to persons, including individuals, who have worked in an honorable and particularly significant way, in favor of the association. Honorary Members they do not have the right to vote in the Shareholders’ Meeting.
Honorary Members can be appointed to the Supervisory Committee referred to in the following point 7 “Bodies of the Association”, within which to have the right to vote in the context of the Committee itself.
5. Termination of membership
Membership as a member ceases
– in the case of legal persons by formal resignation, formal exclusion and collegially motivated by the Committee of Founding Members (referred to in the following point 7 “Bodies of the Association”), drawn up as indicated in the following point 6 “Resignation and Exclusion” or dissolution of the legal person.
– in the case of individuals – for Honorary Members only, therefore, by resigning formally and collegially motivated exclusion of the Founding Members Committee (referred to in point 7 “Bodies of the Association”), for subsequent violation of integrity requirement or death.
6. Resignation and exclusion
Resignations are possible at any time and require 6 months’ notice, within which an orderly modality for the exclusion of the resigned member. The resignation letter must be sent in writing to Management. The entire social contribution must be paid for the year that has begun.
A member can be barred from the association at any time due to violation of the articles, behavior contrary to the purposes of the association and for reasons indicated in point 5 above. “Termination of Membership”.
7. Bodies of the association
The bodies of the association are:
a) Shareholders’ Assembly
b) Management
c) Auditors
d) Supervisory Committee
e) Founding Members Committee
8. The Shareholders’ Meeting;
The supreme body of the association is the Assembly of Members. General meeting of members takes place annually by June 30 of each year.
The members are summoned by the Management in writing to the Assembly with a notice of at least 30 days, with the agenda attached. Convocations via e-mail are also valid.
Applications for the attention of the Shareholders’ Meeting must be sent in writing to the Management within 60 days from the date of the meeting.
The Founding Members, even individually, the Management or 1/5 of the members can request at any time the calling of an extraordinary Shareholders’ Meeting, indicating the purpose. The meeting must take place within 45 days after receiving the request.
The Shareholders’ Meeting can be held both in Switzerland and abroad electronically through the use of shared IT tools.
The Assembly of Members is the supreme body of the association. It has the following inalienable duties and responsibilities:
a) approval of the minutes of the previous Shareholders’ Meeting
b) approval of the Management’s annual report
c) acceptance of the audit report and approval of the annual report
d) discharge to the Management
e) appointment and election of the president and the other members of the Management, as well as of the Board of Statutory Auditors
f) appointment of the Supervisory Committee
g) Determination of the social contribution and/or social contributions differentiated for the Assessment, Inspection, Laboratory, Education and Training areas
h) Approval of the annual budget or acknowledgment of the annual budget
i) Decision over the program of activities or note of the program of activities
j) Resolution on the requests of the Management and members
k) amendment of the Articles of Association, subject to the favorable and binding opinion of the Founding Members’ Committee
l) decisions regarding the exclusion of members, subject to the favorable and binding opinion of the Founding Members Committee
m) Resolution on the dissolution of the association and the use of the proceeds of the liquidation, subject to the favorable and binding opinion of the Founding Members Committee
n) Each duly convened Member has the right to decide, if present the Founding Members and at least 1/5 of the Active Members with voting rights.
Decisions are taken with a simple majority of the votes cast; abstentions and invalid votes are not counted. In the event of a tie, the Chair shall have the casting vote.
Amendments to the rules and dissolution require the approval of a majority 2/3 of the votes cast, subject to the formal and collegial consent of the Founding Members’ Committee.
Decisions taken must be recorded in the minutes. A report of the decisions is sufficient, available for consultation by the Members upon request to the Management or the Supervisory Committee.
9. Management
The Management is made up of a number varying from 2 to 5 people.
The Management remains in office for 3 years; Can be re-elected.
The Management manages the activities in progress and represents the association externally.
It can set up and employ Area Technical Committees (Assessment, Inspection, Laboratory, Educational and Training).
Issues the general and/or area regulations (Assessment, Inspection, Laboratory, Ed …)
For the purposes of achieving the aims of the association, the Management according to the indications of the Shareholders’ Meeting and with the formal and collegial consent of the Founding Members Committee, may employ or appoint third parties, under a fee.
The Management has all the competencies that the law or these articles do not confer to any another body.
The following responsibilities are represented within the Management:
A) presidency
b) vice-presidency
c) finances
d) actuarial
More responsibilities are possible.
The Management meets whenever the activity requires it. Each member of the Management may request the convening of a session, indicating the reasons.
If no member of the Management requests oral advice, the decisions made through the documents (including e-mails) are valid.
In principle, the Management is active on an honorary basis, but has the right to reimbursement of the costs incurred.
10. Audit Office
The Shareholders’ Meeting must have its accounts verified by means of an ordinary audit, carried out by an auditing office, if two of the following values are exceeded for two consecutive years:
1. balance sheet sum of 10 million francs;
2. turnover of 20 million francs;
3. 50 full-time jobs on average per year.
The association must have its accounts verified by means of a limited audit, carried out by an auditor, if a member who is personally responsible or required to make additional payments requests it.
In other cases, the Shareholders’ Meeting can renounce it.
The Auditing Office, if appointed and entrusted, reports and proposes to the Management, to the attention of the Shareholders’ Meeting.
The AO remains in office for 3 years. Can be reappointed.
11. The Supervisory Committee
The Shareholders’ Meeting can appoint a Supervisory Committee, consisting of at least 3 to a maximum of 11 members, authoritative and competent, also among the Honorary Members, who has the task of supervising the transparency and integrity of the behavior of the Shareholders and of the natural persons who interface with them, with respect to the aims and purposes of the Association and the Code of Ethics, providing advisory opinions to the Management and the Founding Members Committee and the Shareholders’ Meeting about the functioning and work of the associations bodies and associates.
The following responsibilities are represented within the Supervisory Committee:
a) presidency
b) vice-presidency
The Supervisory Committee meets at least once a year and every time the activity requires it. Any member of the Supervisory Committee can request the convening of a session, indicating the reasons.
If no member of the Supervisory Committee requests oral advice, the decisions made through the documents (including e-mails) are valid.
In principle, the Supervisory Committee is active on an honorary basis, but has the right to reimbursement of costs incurred.
The Supervisory Committee remains in office for 3 years. Can be reappointed.
12. The Committee of Founding Members
It is the founding body of the Association and has the following inalienable tasks and responsibilities:
a) approval of the Expressions of Interest of the new Members, which will be later ratified and confirmed by the Shareholders’ Meeting,
b) binding approval of the proposed shareholder exclusion decision, ratified and then approved by the Shareholders’ Meeting,
c) binding approval of the decision to appoint the Management and the Supervisory Committee, ratified and then approved by the Shareholders’ Meeting,
d) binding approval of the Management discharge, ratified and then approved by the Shareholders’ Meeting,
e) binding approval of the appointment and election of the president and of the other members of the Management, as well as of the supervisory body and the Supervisory Committee, ratified and then approved by the Shareholders’ Meeting,
f) binding approval of the determination of the social contribution and/or contributions differentiated for the Assessment, Inspection, Laboratory, Education and Training.
The Founding Members Committee takes decisions unanimously; the resolutions are available to the entitled subjects and in original copy for each of the founding members.
The Founding Members Committee is made up of 3 members, of which 1 appointed by the IAS Register AG, No. 1 appointed by Q AID Assessment and certification srl and Q AID Inspection srl and 1 external member, identified and nominated collegially with a written deed by the other two members. The external member of the Founding Members Committee assumes the office of President of the Founding Members Committee.
The members of the Founders’ Committee can be part of the Management.
The Founding Members Committee meets at least once a year and whenever it needs as referred to in points a) to f) above.
The Founding Members Committee meets every time the activity requires it, usually after convocation of the chairman of the Committee of Founding Members. Each member of the
Committee of the Founding Members may in any case request the convocation of a session, indicating the reasons.
If no member of the Founding Members’ Committee requests oral advice, the decisions made through the documents (including e-mails) are valid.
In principle, the Founding Members Committee is active on an honorary basis, but has the right to reimbursement of costs incurred.
13. Right of signature
The Management designates the two persons entitled to sign.
14. Liability
For the liabilities of the association, only the assets of the association are liable. The personal liability of the partners is excluded.
15. Dissolution of the association.
The dissolution of the association can be pronounced with a decision taken in the context of an ordinary or extraordinary shareholders’ meeting and with a majority of shareholders present, subject to the favorable opinion of the Founding Members Committee.
With the dissolution of the association the assets of the association go to a tax-exempt organization pursuing identical or similar purposes. The the distribution of the assets among the shareholders is excluded.
16. Publications and communications
FUCT or by registered letter or email with a confirmation of receipt by the recipient to all shareholders at the known address or electronically.
17. Entry into force
These Articles were accepted by the assembly on February 24th 2021 and entered into force on this date.
Lugano, February 24, 2021
