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Registered Office Clause: It specifies the location where the company's registered office is situated. This office is where all official communications and notices are sent.
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Liability Clause: It outlines the extent of liability of the company's members. In the case of companies limited by shares, the liability of members is limited to the amount unpaid on their shares. For companies limited by guarantee, members' liability is limited to the amount they undertake to contribute if the company is wound up.
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Capital Clause: This clause specifies the authorized capital of the company, i.e., the maximum amount of share capital the company is authorized to issue. It also mentions the division of this capital into shares and their respective nominal value.
Association Clause: It simply states that the subscribers wish to form a company and agree to become members of it, in accordance with the terms of the MOA.
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External Communication: It provides clarity to external parties, such as investors, creditors, and regulatory authorities, regarding the company's objectives and powers.
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Conferenza Desur 25 sett2013 su Responsabilità Sociale dìImpresa nelle PMI
1. Desur Regional Dissemination Meeting
Province of Bologna
September 25th, 2013
Italy and Emilia-Romagna’s CSR framework
2. Italy
socio-economic frame
National and international
occurences
Economic, environmental, social
and financial crisis
Globalization processes
Population’s growing old
Emigrants and immigrants flows
3. Italy socio-economic frame
Tourism
Machinery
Iron and Steel
Chemicals
Food
processing
Textiles
Motor
Vehicles
Clothing
Footwear
Ceramics
GDP 2012: industrial sector 26.7% agriculture 2% service industry 71.3%
Industrial sector is mostly concerned with:
4. Italy socio-economic frame
Smaller number of global corporations than other
economies of comparable size
Productive processes are commonly fragmented and
clustered in several industrial districts
The country was the world's 8th largest exporter in 2011
Italian economic fabric consists mainly of SMEs (99,7% of active
industrial enterprises has less than 250 employers)
SMEs employ more than 81% of actively working people,
particularly in the service industry (approximately 49%).
SMEs are quite often family-run
Among SMEs, 81,7% are micro enterprises
5. Italy CSR framework
Academic insight
The Italian Academy treated the subject as early as 1968
in an essay "Structures integrated into the Italian
distribution system," in which the italian economist
Giancarlo Pallavicini, stated that:
“Business activity, while aiming to profit, should take
explicitly into account a number of internal and external
instances, including socio-economic”
6. Italy CSR framework
Forerunning Entrepreneurs and Managers
Adriano Olivetti (1901–1960)
Italian engineer, politician and
industrialist whose entrepreneurial
activity thrived on the idea that
profit should be reinvested for the
benefits of the whole society
Enrico Mattei (1906 – 1962)
was concerned with a
highly socially responsible
public management
7. Italy CSR framework evolution
CSR ranges from philantropy
to Corporate citizenship
8. Italy CSR framework
Laws and regulamentations
Art. 41 of Italian Constitution :
“Private economic initiative is free. There shall not be conflict
with social utility or in a way that could damage safety,
liberty, and human dignity. Law determines appropriate
programms and controls so that public and private economy
may be directed and coordinated towards social ends.”
9. Italy CSR framework
Laws and regulamentations
Legislative Decree n.460 (12-4-1997) “Reorganisation of the tax regulations
for non- commercial and non-profit organizations of social utility”
Law n.342 /11-21/2000) “Fiscal measures”
Joint return Italy-UK (4-29-2003) on CSR
Memorandum of understanding between Unioncamere and Ministry of
Labour and Social Welfare (11-27-2003)
Memorandum of understanding between ANCL (national association labour
consultant) and Ministry of Labour and Social Welfare (11-27-2003)
Memorandum of understanding between Assolombarda and Ministry of
Labour and Social Welfare (6-9-2004)
Memorandum of understanding between Confapi and Ministry of Labour
and Social Welfare (6-9-2004)
Memorandum of understanding between FederAmbiente and Ministry of
Labour and Social Welfare (3-23-2005)
Regional legislation and rules (aknowledge of EU requests on CSR)
10. EU CSR policy
Green Paper (July 2001)’Promoting a European framework for
Corporate Social Responsibility’
CSR is defined as “a concept whereby companies integrate social
and environmental concerns in their business operations and
in their interaction with their stakeholders on a voluntary basis”
Communication from the Commission concerning Corporate Social
Responsibility, (July 2002)
‘Corporate Social Responsibility: ‘A business contribution to
Sustainable Development’
Communication from the Commission concerning Corporate Social
Responsibility, (March 2006)
‘Implementing the partnership for growth and jobs: making europe
a pole of excellence on corporate social responsibility’
In October 2011 the European Commission published a new policy
on CSR (A renewed EU strategy 2011-14 for CSR)
CSR is ‘The responsibility of enterprises for their impacts on
society’
11. International CSR standard
most implemented in Italy
SA 8000 Social Accountability International
Sustainability Report Guidelines (GRI)
AA1000 AccountAbility 1000
ISO 26000
ISO 14001
EMAS
Social Audit
Social label
ISO 9000
OHSAS 18001
12. Italy CSR framework Public initiatives
CSR – SC (Corporate Social Responsibility-Social Commitment)
project (Ministry of Welfare 2002)
Based on voluntary CSR approach and the promotion of CSR
across national socio-economic system
Third European Conference on CSR (Ministry of Welfare - Venice, 14
November 2003), Italian multi-stakeholder Forum for Corporate Social
Responsibility
Initiative aimed to encourage the dissemination of CSR between
businesses and Italian organizations
13. Italy CSR framework
Private-Public initiatives
Q-RES project – Quality of the ethic-social responsibility
Supported and promoted by Centre for Ethics, Law and Economics -
LIUC University of Castellanza (1999)
CSR award
Province of Modena and Chamber of commerce in partnership with
Università of Modena and Reggio Emilia, Banca Etica, FocusLab
ORSADATA CSR Observatory
Sodalitas (in collaboration with ISVI and Impronta Etica)
Sodalitas Social Award
“Dal dire al fare” CSR exhibition
Milano Metropoli Development agency, BIC la Fucina, Koinetica
Social Value Award
Mani Tese, Action Aid, Arci, AI Italia,
Fondazione Banca Etica, Ucodep, Movimento Consumatori
14. Italy CSR framework
Private-Public initiatives
Q-RES project – Quality of the ethic-social responsibility
Supported and promoted by Centre for Ethics, Law and Economics -
LIUC University of Castellanza (1999)
CSR award
Province of Modena and Chamber of commerce in partnership with
Università of Modena and Reggio Emilia, Banca Etica, FocusLab
ORSADATA CSR Observatory
Sodalitas (in collaboration with ISVI and Impronta Etica)
Sodalitas Social Award
“Dal dire al fare” CSR exhibition
Milano Metropoli Development agency, BIC la Fucina, Koinetica
Social Value Award
Mani Tese, Action Aid, Arci, AI Italia,
Fondazione Banca Etica, Ucodep, Movimento Consumatori
15. Italy CSR operators
Research and training centers (ISVI Istituto per i valori d’impresa,
Centro Studi Enel, Officina Etica, Osservatorio FinEtica)
Academic research center: ALTIS, Alta Scuola Impresa e
Società,CesCocom (Study Center on Consumption and
Communication) EconomEtica (academic center for ethical economy
and CSR
CSR awards (Sodalitas Social Award - Company’s Social Quality
Awards Provincia di Parma, Sustainable innovation Awards
Confindustria Giovani Reggio Emilia)
Consultant team (FocusLab, Bilanciarsi, Sinopsis Lab)
Non profit organizations (Impronta Etica – Fondazione Sodalitas –
Club Modena CSR - GBS Study Group for Social report)
Public bodies (Chambers of commerce – UnionCamere – CISE -
Ministry of Development – Ministry of Welfare)
Enterprises….
Managers……
16. International laws
National laws
International
Standard
Regional laws
Legislation
CSR playersFoundations
Unions
Public
Administrations
Business
associations
Enterprises
SMEs
Big corporations
Banks
Non profit organizations
International occurences
Rising environmental awareness
Globalization
Financial market trend
Human and workers
rights
Consumers expectations
Companies scandals and
breakdown
CSR playersEthical investors Research and training bodies
Rating companies
Certification authorities
National standard promoters
CSR awards organizers
Consultant team Auditing business
Italian CSR “engine”
Source: First report on CSR in Italy – by Prof. Mario Molteni – Università cattolica del Sacro Cuore - Milan
CSR bodies
17. Italy CSR culture
Increasing number of consumers aware of sustainability issues.
In particular 44% of consumers in 2013, compared to 38% in 2012,
are willing to pay more for product/services made by companies
that reinforced CSR programmes
In UE such percentage is on average around 36%
Survey by Nielsen Global survey on CSR carried out in may 2013
on a sample of 29.000 interviewed online in 58 countries
18. SMEs and CSR in Italy: what’s going on?
Companies socially involved: diminishing in number, raised
invested funds
Why companies invest in CSR: ethical purposes and
corporate image
Funded initiatives: rising attention to the employers
SMEs and CSR: for 67% of them CSR makes relationship with
employers stronger
Ethical code: over 50% of the companies have adopted it
Internal stakeholders: focus on workplace quality and safety
External stakeholders (local community): sponsorships and
charity
Environmental committment: alternative energy sources
Source: SMEs CSR workshop 2010 – Faculty of Economics – University ‘Carlo Bo’ - Urbino
5° national report SWG for Socialis Observatory “Corporate Social engagement in Italy“ - 2012
19. CSR effectiveness measurement: it’s still little common
Internal communication: 27% of companies invest on it but don’t get
employers involved
Most used medium for CSR activities: Internet
Dissemination of CSR principles among employers:
Intranet + Social report
SMEs weakeness factors:
Scarce economic resources
Instinctive management
lack of incentives
SMEs and CSR in Italy: what’s going on?
Source: SMEs CSR workshop 2010 – Faculty of Economics – University ‘Carlo Bo’ - Urbino
5° national report SWG for Socialis Observatory “Corporate Social engagement in Italy“ - 2012
20. Emilia-Romagna socio-demographic features
Emilia-Romagna is one of the 20 italian regions and It’s
located north-eastern
It has nearly 4.5 million inhabitants (7% of the
national population), of which about 12% are
foreigners
The population in Emilia-Romagna region has been
growing again, after the stagnation of the previous
two decades, essentially due to foreign immigration
rising average age of
the population
italian lowest mortality
rate
region is characterized
by an effective
and efficient education
system
21. Emilia-Romagna is the most important junction trading of the
country
The port of Ravenna is the largest in the Adriatic Sea.
Significant increase in the car use (from 58.4%, regional average in
2001, to 67.2% in 2008, 7.4% of cycle-pedestrian modality, slight
decline of 0.4% in the use of public transport in 2012)
Moderately fast growth in the use of web technologies (still remains
a part of territory affected by a partial digital divide.)
E-R infrastructural system
22. Land consumption in the last thirty years have grown by 74%
Urban sprawl and loss of urban systems efficiency
Loss of competitiveness of urban systems due mainly to the flows of
goods and people handling, firms, workers and residents location
The processes of production and energy conversion account for a
significant amount of polluting emissions.
Energy efficiency improvement, however insufficient to meet the
targets set by the EU
Growing development of recycling and waste recovery systems
Industrial sector accounts for about 10% of water withdrawals
E-R settlement system
and environmental quality
23. Emilia-Romagna socio-economic features
According to the Regional Innovation
Scoreboard in 2009 Emilia-
Romagna got an innovation
performance score medium-high.Emilia-Romagna
Emilia-Romagna has one of the highest european GDP: 30.493
eur (ISTAT 2009) exceeding 27% of the EU average
In 2013 unemployment rate raised up to 9.4%, compared to 7.1%
of 2012
Less than 30 aged unemployment rate 17.4% (2013)
Enterprises operating in the region are approximately 400.000,
mostly SMEs (99,1% - less than 20 employers 97%)
24. Emilia-Romagna is a region where social capital is widespread,
witnessed by a research carried out by sociologist R.Putnam, who
defined it as "The trust, rules which regulate coexistence,
networks of civic associations, elements that improve the efficiency of
social organization by promoting initiatives taken by mutual
agreement“
Such level of social capital is confirmed by prof. R.Cartocci who
analyzed it over the four-years period 1999-2002 in the 103
italian provinces by means of 4 indicators
E-R social capital
Daily press
circulation
Electoral
participation level
Sport
associations
diffusion
Blood donors Social
Capital
Index
Maxim
um
score
Trieste 225
Bolzano 210
Parma 208
Genova 202
Piacenza 201
Bologna 127
Reggio E. 126
Modena 125
Ferrara 124
Ravenna 121
Aosta 172
Cuneo 169
Pisa 164
Livorno 162
Pistoia 162
Ravenna 208
Ragusa 191
Siena 169
Mantova 166
Parma 165
Parma 151
Mantova 144
Piacenza 142
Trieste 142
Bologna 140
25. Productive system is mainly arranged in local production systems
and (differently from national trend) networked industrial
districts, based on the region-spread presence of small companies
(mostly family-run) and cooperative system
Production pattern is characterized by a high quality
manufacturing attitude and strong industrial vocation: Parma
(Barilla and Parmalat), Reggio Emilia, Modena and Bologna (Ducati,
Ferrari, Italjet, Moto Morini, Maserati, Lamborghini)
Industrial sectors widely ranged (chemicals in Ravenna,
mechanic in central Emilia, textiles, electronics, ceramic districts in
Modena surroundings, logistics in Piacenza)
Well developed, also, sea tourism and tourism in art cities,
especially from abroad
E-R economic framework
26. Regional law n.21/2005 about Workplace conditions
Norms for promotion and development of mutual cooperation in E-R
(L.R. 6/2006)
New Productive Activities Programme 2013-2015 meant to support
CSR
CSR resolution issued by Regional Committee on july 7°°°° 2011
by which Region committes itself in leading a nation-wide
innovative CSR policy through an ever more public-
private partnership
Memorandum of Understanding between Region of E-R and Ministry
of Economic Develpment to promote economic growth
and SMEs sustainable competitiveness
E-R public initiatives to support CSR
27. Regional law n.21/2005 about Work conditions
Norms for promotion and development of mutual cooperation in E-R
(L.R. 6/2006)
New Productive Activities Programme 2013-2015 meant to support
CSR
CSR resolution issued by Regional Committee on july 7° 2011
Memorandum of Understanding between Region of Emilia-Romagna
and Ministry of Economic Develpment on the matter of CSR
training according to OECD guidelines
Memorandum of Understanding between Region of Emilia-Romagna
and Ministry of Economic Develpment to promote economic
growth and sustainable competitiveness of SMEs
E-R public initiatives to support CSR
28. E-R public initiatives to support CSR
Ongoing and planned initiatives fostered by Region of Emilia-
Romagna are:
Participation to CSR Transnational Interegional Project along with
other regions
Planning of regional CSR workshop network by means of the
involvement of local CSR initiatives
A thematic website concerned with CSR
Organization of regional Forum on CSR issues plus periodic meeting
aimed at a comparison and assessement of CSR promotional
initiatives
29. E-R CSR public-private initiatives
Public-private partnership to promote and support CSR
CSR Award Province of Modena (by Province of Modena and
Chamber of Commerce)
CSR in the industrial districts - Surveys 2004, 2008 (by Focus Lab
and Province of Modena)
Impronta Etica initiatives
Ugo Project (by Cise – Chamber of commerce)
30. According what emerged from Desur survey
Knowledge and the approach to CSR by SMEs is generally weak,
mostly intuitive and unefficiently organized
Dissemination can be considered still insufficient
CSR is often meant as an additional cost and not as an opportunity
Insufficient development of an entrepreneurial culture of CSR
SMEs hardly understand the competitive surplus that might result from
activation of a sustainability strategy.
Frequently, SMEs in this area are included in an industry production
chain where competitive criteria is represented by the price
CSR activities are often ‘unaware’
Insufficient attention paid to external stakeholders
Top management and/or the owner/entrepreneur play a key role in the
implementation of CSR strategy
CSR culture regional framework
31. Main CSR focus among those internationally recognized, are:
Work quality/Human resources
Local project and connections
Social accounting
Environmental innovation
Work safety
However, to be mentioned also several experiences in new CSR
area of interest, such as:
supply chain involvement
stakeholder engagement techniques
work-life balance activities
co-planning in collaboration with non-profit’s
home-work sustainable mobility
social entrepreneurship support
CSR culture regional
framework
32. CSR culture regional framework
It’s still widely understood that CSR is a philantropic activity
Among management tools, companies are being focused on
Social Accounting
SA8000 Standard
Ethical Code
Values Chart
International CSR standard reference are
OECD guidelines
UN Millenium Goals
UN Global Compact
GRI international guidelines
Source: Region of Emilia-Romagna Triennal productive activities programme 2012-2014
Report on CSR
33. Most implemented initiatives are focused on:
Cultural awareness raising event (courses, seminars, conferences,
etc.) Quantitative research (survey)
Reward (awards, best practices observatory)
Most considered CSR issues regarding such initiatives:
Work safety and quality
Conciliation daily time and job
Environment
Locally relationships
CSR culture regional
framework
Source: Region of Emilia-Romagna Triennal productive activities programme 2012-2014
Report on CSR
34. Thank you for your attention
Umberto Mezzacapo - CesCoCom
Studies Center on Consumption and Communication
Department of Sociology and Business Law
University of Bologna