The Board of Trustees is the highest governing body of the IIS—FJD, UAM.


Characteristics

The Board of Trustees of the IIS-FJD Foundation acts as the highest governing body, administration and representation, in which all the entities that are part of the Research Institute are represented.


Responsibilities

  • To act as the executive body to the IIS-FJD, performing tasks of inspection, oversight, and steering for the Institute.
  • To interpret and apply—and, where appropriate, and in accordance with subsequent regulations— and modify the provisions of the Charter, provided such modification is in keeping with the interest of the Foundation and leads to the advancement of its ends.
  • To set the general or special lines of operation of the Fundación IIS-FJD.
  • To appoint individuals to act as general or special proxies.
  • To appoint and dismiss the Manager, Scientific Director, Board of Directors, and External Scientific Committee.
  • To approve the beneficiaries of the services provided by the Foundation.
  • To approve the action plan, annual reports, as well as the balance sheets and results statement that must be presented to the Protectorate.
  • To change the business address of the Fundación IIS-FJD by making the appropriate modifications to the Charter; following such modifications, these must be made known to the Protectorate, and the attendant decisions as to the opening or closure of its delegations must be made.
  • To make decisions as to mergers or termination of the Foundation provided the objectives of the Foundation cannot be attained.
  • To delegate powers to one or more members of the Board of Governors, with the exception of those that may not be legally delegated. The Board of Governors may also call for the creation of as many committees as it may deem appropriate, conferring upon these committees the authorities considered appropriate and setting any appropriate limitations as to their authority. None of the powers set forth in sections 1, 2, 3, 5, and 20 of this document may be delegated.
  • To order the acquisition, disposal and encumbrance—including mortgages, liens, and antichresis—of fixed and intangible assets for or on behalf of the Fundación IIS-FJD, entering into any contracts necessary for such operations.
  • To accept acquisitions in the form of goods or rights on behalf of the Foundation IIS-FJD or for the pursuit of a particular end included in the aim of the Foundation, provided that the Board of Governors freely considers that the nature and amount of the goods or rights acquired is suitable or sufficient for the fulfillment of the purposes for which said goods or rights or their profits or other fruits and revenues are allocated.
  • To arrange to execute financial transactions of all kinds with public and private entities, including loans and credits.
  • To reach decisions on acquisitions and disposals of the transferable securities comprising the portfolio of the IIS-FJD.
  • To earn and collect earnings, profits, income, interest and dividends and any other products stemming from the assets that make up the endowment of the Fundación IIS-FJD, as well as any other amounts payable to said Foundation by any natural or legal person.
  • To exercise the rights of a political and economic nature that correspond to the Fundación IIS-FJD as the holder of shares and other securities pertaining to it, and in this regard, debate, vote, and reach decisions, through any representation agreement it may reach, at the General Meetings, Assemblies, Associations, and other bodies of the respective companies or credit institutions, making use of all the legal powers conferred to the holder, entering into, authorizing, and signing the acts, contracts, agreements, proposals, and documents that it deems appropriate.
  • To make all necessary payments, including those related to dividends, liabilities and payments required to collect, administer, and protect the funds pertaining to the Fundación IIS-FJD at all times.
  • To order the undertaking of works that the Board of Governors deems appropriate to the purposes of the Fundación IIS-FJD and retain the services and acquire supplies of all kinds, regardless of their quality or importance, enjoying absolute freedom to use any procedure toward these ends, including direct procurement as well as auction or tender, without need for authorization of any kind.
  • To exercise all rights, pleas, and actions, pursuing all proceedings, trials, cases, and other legal measures that are of the competence or in the interest of the Foundation through all procedures, levels, incidents, and repeals, including statements and judicial review.
  • To order the adoption of however many codes of good governance and internal regulations as it may deem appropriate, including the code of conduct for temporary financial investments.
  • To approve the annual plans for research stimulus and support as detailed in the budget.
  • To approve the annual budget as well as the previous year's activity report.
  • To approve the Foundation's internal regulations.
  • To administer the goods and rights that constitute the resources of the Foundation.
  • To establish the research policies and strategy lines to be undertaken by the Foundation.
  • To approve the criteria concerning the creation of strategic areas and researcher groups.
  • To approve agreements and contracts to render services to public or private entities as well as collaboration agreements.
  • To approve the proposal for the requirements and conditions for the incorporation of new researchers and research groups and reach decisions on the entry of new members to the Fundación IIS-FJD.
  • In general, any and all other actions that should be undertaken to administer or govern the Fundación IIS-FJD, adhering to legal requirements in all cases.
  • In general, to carry out all tasks of disposal, administration, maintenance, custody, and defense of the assets of the Fundación IIS-FJD either judicially or extrajudicially.



Membership Structure


President:

Managing Director of the FJD: Juan Antonio Álvaro de la Parra


Vice Presidents:

First Vice-President: Chancellor of the UAM - Rafael Garesse Alarcón

Second Vice-President: The president of de FJD Board of Trustees –


Members:

A representative of the FJD Board of Governors: Joan Francisco Corona Ramón

A representative of QuironSalud: Damián García Olmo

A representative of the UAM: Jerónimo Farré Muncharaz


Secretary

Celso González García