I. INTRODUCTION

The Fundació Primavera Sound, constituted as a private non-profit foundation, aims to promote social and intercultural cohesion, social inclusion, and the dissemination of culture through education and other means. To ensure that its activities are in line with its aims as a foundation and with the applicable legal regulations, these regulations and code of good practice have been established.

The Board of Trustees of the Fundació Primavera Sound is governed by chapters IV, V, VI, VII, and VIII of the Statutes of the Fundació Primavera Sound, approved by the Fundació Primavera Sound, S.L. in the public deed of incorporation of the Fundació, dated 1st October 2021 and duly registered in the Register of Foundations of Catalonia. The articles that regulate the functioning of the Board of Trustees are:

• Chapter IV: Domicile and Territorial Scope of Action
• Chapter V: Endowment and Resources
• Chapter VI: The Board of Trustees
• Chapter VII: The Director
• Chapter VIII: The Advisory Board
• Chapter IX: Financial Year
• Chapter X: Amendment of the Statutes
• Chapter XI: Duration
• Chapter XII: Termination and Dissolution

These regulations are complemented by the provisions contained in the Statutes and are in accordance with the regulations of the Civil Code of Catalonia governing Foundations in this autonomous community, specifically Law 4/2008, of 24 April, in the Third Book of the Civil Code of Catalonia, relating to legal persons.

II. STRUCTURE OF THE BOARD OF TRUSTEES

The Board of Trustees is the governing and representative body of the Fundació, responsible for overseeing the fulfilment of the Fundació’s aims, administering its resources and taking the strategic decisions necessary for the development of the Fundació’s activities.

Composition of the Board of Trustees

Article 13 – The Board of Trustees (Statutes)
The Board of Trustees is the highest governing and representative body of the Fundació. It is composed of a minimum of three and a maximum of eight members, who may be natural or legal persons. These members are appointed in accordance with the principles of independence and experience. The Board of Trustees shall act in accordance with stipulated in the Statutes and in the applicable legislation, such as Law 4/2008 of the Civil Code of Catalonia.

Appointment of Members

Article 13.3 – Appointments, renewal and substitution (Statutes)
The appointment of the members of the Board of Trustees is the responsibility of the founder (Primavera Sound S.L.), although, in the event of termination of the founder, it will be the responsibility of the Board of Trustees.

III. ROLES AND RESPONSIBILITIES OF THE BOARD OF TRUSTEES

The main responsibilities of the Board of Trustees are:

Fulfilling the founding purposes

Article 3 – Object and purpose (Statutes)
The Board of Trustees must ensure that the Fundació’s activities are aligned with its objectives as a foundation, which include the promotion of social and cultural inclusion, in accordance with the applicable legislation of the Civil Code of Catalonia, which establishes the guiding principles for Fundaciós.

Administration and management of resources

Article 15.1 – General powers of the Board of Trustees (Statutes)
The Board of Trustees is responsible for the administration and management of the Fundació’s assets and resources, as well as the supervision of its activities. It must ensure that the Fundació uses its resources efficiently and in accordance with its objectives as a foundation, always respecting the limits established in Law 4/2008 of the Civil Code of Catalonia.

Strategic decision making

Article 15.1 – General powers of the Board of Trustees (Statutes)
The Board of Trustees must draw up and approve the annual budget, the accounting documents and the internal regulations of the Fundació. All management decisions must be aligned with its objectives as a foundation, in accordance with the legal framework.

IV. PRINCIPLES OF GOOD PRACTICE

The Code of Good Practice aims to guide the conduct of the members of the Board of Trustees to ensure that all decisions and actions are carried out ethically, responsibly and transparently.

1. Integrity

The members of the Board of Trustees shall always act in the best interests of the Fundació, giving priority to the Fundació’s aims over personal or outside interests.

Article 13.8 – Performance of the office of Trustee (Statutes)

The members of the Board of Trustees must perform their duties with the diligence of a good administrator, always acting with loyalty to the Fundació and in its best interests.

2. Transparency

Article 25 – Transparency (Statutes)
The Fundació undertakes to guarantee transparency in all its activities, allowing access to relevant information in a public and accessible manner, in accordance with the regulations of the Civil Code of Catalonia.

3. Independence and Conflicts of Interest

Article 19 – Conflicts of Interest (Statutes)
The members of the Board of Trustees must abstain from participating in decisions related to business that may compromise the objectivity of the Fundació due to a conflict of interest. The Fundació shall adhere to the conflict-of-interest regulations governing non-profit foundations, in accordance with Law 4/2008 of the Civil Code of Catalonia.

4. Responsibility

The members of the Board of Trustees must carry out their responsibilities diligently, attend meetings and adequately prepare the business to be transacted.

5. Prudence

The members of the Board of Trustees shall make informed decisions, avoiding unnecessary risks to the assets and purposes of the Fundació.

6. Non-Discrimination

The Board of Trustees must ensure a policy of non-discrimination, acting without discriminating against any person on the grounds of race, colour, nationality, gender, sexual orientation, etc.

7. Legality

The members of the Board of Trustees are obliged to strictly comply with the law in the exercise of their functions, in accordance with the provisions of the Civil Code of Catalonia and current legislation on Fundaciós.

8. Independence

Members must act in complete independence, without their decisions being influenced by personal interests.

V. DECISION-MAKING PROCESS

Decisions within the Board of Trustees shall be taken democratically and based on consensus of its members.

Calls for meetings

Article 16.2 – Convening (Statutes)
The meetings of the Board of Trustees shall be convened at least seven days in advance and include the agenda of the matters to be discussed.

Records and Registration

Article 16.6 – Minutes (Statutes)
The Secretary shall keep minutes of the meetings, which shall be signed jointly with the Chairperson. The minutes shall reflect all decisions and deliberations of the meetings.

VI. REMUNERATION AND EXPENSES

Article 13.4 – Remuneration of office (Statutes)
The members of the Board of Trustees are not paid, although they may be entitled to have expenses directly related to the performance of their duties met.

VII. COMMUNICATION AND TRANSPARENCY

Article 25 – Transparency (Statutes)
The Fundació shall maintain open communication with its stakeholders, ensuring that all relevant information is publicly available through its website and other channels.

VIII. MODIFICATION OF THE CODE OF PRACTICE

Article 26 – Amendment of the Statutes (Statutes)
This Code may be amended by the Board of Trustees by a favourable vote of two-thirds of its members, in accordance with the provisions of the Statutes.

These regulations and code of good practice establish the fundamental rules for the actions of the Board of Trustees of the Fundació Primavera Sound, ensuring that all its decisions and actions are in line with objectives as a foundation and with the applicable legal regulations, both the Statutes and the Civil Code of Catalonia.

Document approved with the Board of Trustees meeting of __/__/2025