Jose Carlos Schwarz Foundation
Terms of Reference of the Governing Bodies


FRAMEWORK
The purpose of this Terms of Reference (TOR) is to establish the frame of reference for the
heads of the various bodies of the José Carlos Schwarz Foundation (FJCS).


PREAMBLE
The Statutes of the FJCS include the following governing bodies: the Council of
The Board of Directors, the Executive Committee, the Supervisory Board, and the Board of Trustees.
The Board of Directors (BoD) deals with the foundation's strategic orientations, whether
guidelines, objectives, and long-term strategies and supervises them.
the Foundation's services as a whole.
It performs a monitoring function in order to ensure that the plan
strategy is followed and long-term objectives are achieved.


EXECUTIVE COMMITTEE
The Executive Committee (EC) manages the normal activities of the foundation and is responsible for
the management of the Foundation's resources, including human, financial and
materials
The EC, led by a CEO, creates operational plans that bring the strategic plan to life
adopted by the Board of Directors, supporting this body in the performance of its duties, and is responsible for
for the technical, asset, financial, administrative, and operational management of the Foundation.


AUDIT COMMITTEE
The Fiscal Council (CF) is an independent supervisory body of the executive board and the board of directors.
Administration, which seeks through the principles of transparency, fairness and
accountability, and contribute to the best performance of the organization.
The CF's main function is to supervise and monitor the Foundation's management acts
to ensure compliance with legal obligations, internal policies, and the company's bylaws.
Foundation. This group is made up of people experienced in management, which can
add a lot when it comes to putting their role into practice.


BOARD OF TRUSTEES
The Board of Trustees (CC) is made up of the members of the Board of
Board of Directors, the Supervisory Board and individuals who stand out in the industry
cultural or social and political of Guinea-Bissau.
The members of the CC hold office for life in accordance with the Statutes,
unless he resigns or loses his mandate, which occurs when he has been summoned and, without
justification accepted by the President of the Council, incurs three consecutive absences or
in five interpolations.
The definitive loss of office of a trustee must be declared by the Board of Trustees.
Trustees, and the respective Chairman shall, for due purposes, make known
the Foundation's Board of Directors.
The CC has an unlimited number of members and can be made up of all those who, under
the proposal of the Chair of the Board of the Foundation to the CC, has a favorable vote of two
thirds of those present at the vote.
The duties of a member of the Board of Trustees are unremunerated.
attendance allowances of an amount to be fixed by the Council of
Management.


THE MEMBERS OF THE FOUNDATION'S BODIES
The members of the Foundation's bodies must be personalities of
recognized merit in their areas of activity, with integrity and social respect.
They can be Guinean citizens or foreigners, in this case when the
their links to Guinea-Bissau, whether through their professional activities or
philanthropic organizations, or even those with a history of advocacy for development
cultural, scientific, and social of Guinea-Bissau.