GOVERNANCE
Following is a synopsis of the main contents of the MVCA statute, as approved on 1 February 2006 by the Department of Internal Affairs in Monaco.
GOVERNING LAW
The Monaco Venture Capital & Private Equity Association (hereafter referred to as MVCA) is a non-for-profit organization founded accordingly to the Law No. 1072, 27 June 1984, of the Principality of Monaco. The MVCA statute has been approved by the Department of the Internal Affairs of the Principality of Monaco on the 17 February 2006.
MVCA HEADQUARTERS
The MVCA is based in the Principality of Monaco. The Executive Board can select, at any time, an address for the MVCA within the Principality.
LIFESPAN OF THE ASSOCIATION
The duration of the Association is set to 99 (ninety nine) years.
FINANCIAL RESOURCES
The annual resources of the MVCA derive from its assets, membership and subscription fees, una tantum resources, and endowments as allowed by the Articles 778 and 804 of the Civil Law.
MVCA MAIN GOALS
Established in 2006 and based in the Monaco, the MVCA aims to promote the Private Equity and Venture Capital as a viable investment class in the Principality.
The MVCA main goals are:
Being the common voice of all members, talking and coordinating with policy institutions and regulatory bodies at European, international and national levels;
Building a favorable and supportive environment for private equity investments;
Promoting and increasing the understanding of Private equity and Venture Capital and entrepreneurship as cardinal components in turning innovation and creativity into value, creating secure jobs, and enriching the local and international economies and communities.
Sharing best-practice guidelines, harmonizing with the state-of-the-art methodologies and practices, and reinforcing high ethical and moral standards;
Providing networking opportunities to exchange information and ideas, and be at the forefront of current regulations and legislations, and of the latest industry trends and issues.
Trigger research and innovation by connecting, cooperating and collaborating with research centres, universities and affine associations.
GOVERNING BODY
The MVCA is governed and administrated by a Board of Directors, headed by a President and acting as Executive Committee. An Operational Team supports planning and execution of operations.
Members of the Executive Board can be found here.
ROLES OF THE BOARD
If a member of the board is not available or fit any more for his assignment, the Executive Board can appoint a temporary substitute, to cover the position until its natural expiration.
Such appointments are subject to the approval at the first General Assembly.
BOARD OF DIRECTORS
The Board of Directors, chaired by the President of MVCA, is made-up of at least six but no more than ten directors who are elected among the full members of the Association by the General Assembly.
The Board of Directors is entrusted with all the powers of management and administration, with the exception of those specifically reserved for the General Assembly. It is responsible for the establishment of the Association’s Code of Conduct and its observance by the members.
The Board of Directors may delegate its powers to the Executive Committee except the general management including (but not limited to) the determination of the strategic priorities of the Association and all other powers entrusted to the Board of Directors by law or by the MVCA Charter. The Board of Directors is currently acting as Executive Committee, and can hire, make redundant, decide salaries of employers.
If not Monegasque, the President and the majority of the Board members must be resident in Monaco.
EXECUTIVE COMMITTEE
The Executive Committee, chaired by the President of MVCA, consists of a minimum of four and a maximum of ten people, the majority of which should be full members. The Executive Committee includes the Chairman, Chairman-Elect, Immediate Past-Chairman, the Treasurer and the Secretary-General. The Board of Directors may choose to appoint some of the Chairmen of specific operating committees established within the Association or specific people on the grounds of their ability to contribute to the private equity and venture capital industry. The chairmen of the operating committees do not have to be members of the Board of Directors. The Board advises and prepares decisions of the Board of Directors and executes them. It also co-ordinates the activities of the operating committees and supervises the operational activity of the Association's Secretariat.
OPERATING TEAM
The Board of Directors may establish operating teams and committees within the Association which it considers necessary to promote the purpose of the Association. Currently a Management Team is supporting the Executive Board in daily tasks and operations.
ELECTION AND APPOINTMENT OF GOVERNING BODY
Members of the Board are elected with secret scrutiny each three years by the General Assembly. Absolute majority is needed at first round of electins, and relative majority at the second round. If two members are nominated with the same number of votes, the older of the two is appointed. Each member can be reelected.
MEMBERSHIP AND BOARD ELIGIBILITY
In the knowledge that the long-term success of the Association in pursuing its objectives depends on, among other things, on the behavior and professional and moral attitude of its members, the MVCA exercises due diligence on all candidate members before accepting them as ordinary members.
The General Assembly can promote at any time deserving ordinary member to the status of Honorary Members. Such title is reserved to members who excelled in contributing to the MVCA’s excellence and achievements.
Honorary Members can participate to any meeting of the General Assembly, but can not vote.
The acceptance of new members has to be communicated at each General Assembly. The Board reserves the right to refuse membership(s) at its discretion.
Breaches of the code of conduct can result in immediate dismissal by the Board.
CALLING EXECUTIVE BOARD MEETINGS
The President can call for Executive Board meetings. In alternative, one quarter of the Board members can call for a Board meeting.
GENERAL ASSEMBLY
An Ordinary Assemby is organized once per year by the Board of Directors.
The Annual General Assembly, taking place each year, is composed of all members of the Association. Every full member of the Association shall be entitled to one vote. Associate membership and Honorary membership shall carry no voting rights.
Assemblies have to be called for at least 15 days before they are hold.
Each founding and active member has right to a maximum of five votes – his or her vote and four proxies.
The General Assembly has the authority to perform all legal acts useful or necessary to the realization of the Association’s purpose. It elects Directors, decides on amendments to the Association's Charter and the dissolution of the Association, and approves the annual accounts and budget.
For a decision to be taken, at least one two-thirds of the members or their proxies have to participate to the vote. When alternative decisions receive the same number of votes, the President’s vote is considered dominant.
APPROVAL OF BALANCE AND EXPENSES
At the annual General Assembly the Board has to present the figures in the financial books.