Hello,
the following decision, which was taken in private today, is now made public in accordance with our statutes.
Paolo Vecchi wrote on 12.06.25 at 13:57:
as anticipated during the last board meeting I’m calling for this motion to be voted on:
The Board decides to ask our legal counsel to review the the document containing the proposed Code of Ethics and Fiduciary Duties that should be followed by each directors and integrate changes that reflect the lessons learned from events and actions that have taken place in the past few years with the scope of setting clear standards of behaviours to reduce the eventuality of having directors acting in manners that are detrimental for TDF, other directors, members of staff and the community.
The document has been attached and is also available here: [REDACTED, see attachment]
Our legal counsel will be free to include in the consultations the legal specialists he deems suitable for the task.
The Board will interact with the reviewed document provided by our legal counsel, requesting clarifications and potential amendments if deemed necessary, and vote it before the next Board elections so that potential candidates will be aware of how the document will affect the discharge of their duties if elected and confirmed as members of the Board of Directors.
As the MC handles the board’s elections and the document will need to be integrated in the election process, clearly stating that candidates will have to sign the document if elected or they will not be accepted and seated as members of the board, the board ask the MC to evaluate the document, formally vote on it and implement it as part of the Board’s election process.
The Board of Directors at the time of voting consists of 7 seat holders (not including deputies). In order to be quorate, the vote needs to have 1/2 or more of the Board of Directors members, which gives 4.
A total of 5 Board of Directors members have participated in the vote.
The vote is quorate.
A quorum could be reached with a simple majority of 3 votes.
Result of vote:
5 approvals: Eliane, Mike, Paolo, Osvaldo, Sophie
0 abstain
0 disapprovals
Decision: The proposal has been accepted.
Florian