Articles of Association - The Olav Thon Endowment
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STATUTES FOR OLAV THONS LEGAT

§ 1     name

The name of the endowment is Olav Thons Legat.

§ 2     Purpose

Olav Thons Legat is a charitable endowment which aims to provide financial support to measures to develop and enhance the physical environment to simulate learning in children, young people and the elderly.

Support can be given to individuals, organisations, organised groups and businesses, and to others helping to promote the purpose of the endowment.

§ 3     INITIAL CAPITAL

Legatets grunnkapital utgjør NOK 60 000 000 – sekstimillioner – i midler fra Olav Thon. Grunnkapitalen er bundet.

§ 4     INCOME

The endowment can be supplied with funds via bequests and gifts, including contributions from the Olav Thon Foundation.  If the endowment receives shares in companies affiliated to Olav Thon Gruppen AS, these shares will be subject to a separate shareholders’ agreement.  The shares cannot be sold as long as the endowment exists.

§ 5     BOARD OF DIRECTORS

The endowment will have a Board of Directors with three members.  The Board is the governing body for the endowment.  The Board will ensure that the purpose of the endowment is fulfilled and that funds are allocated in accordance with the statutes.  The Board will ensure that accounting and asset management are subject to proper control.

The Directors will be appointed by Olav Thon.  After his death, the Board itself will appoint its successors by a 2/3 majority.  The majority must be involved in private industry.

The Board itself will elect its chairperson.  Board meetings will be held when the chairperson decides or when a board member requests it.  The Board will be quorate when more than half of the members are present.  Where the votes are equal, the chair will have the casting vote.

Directors will be elected for three years.  They may be re-elected up to three times.  The electoral cycle is set up so that one Board member comes up for election each year.

Olav Thon may determine that directors appointed by him may be re-elected regardless of the provisions in the statutes on the maximum term in office.

§ 6     DAILY OPERATIONS

The Board may hire a general manager.  The general manager is responsible for day-to-day management of the business of the endowment, and must follow the directions and orders issued by the Board.  The role of the general manager does not cover matters of an unusual nature or with a great impact on the endowment. The general manager will ensure that the accounts for the endowment comply with acts and regulations and that its assets are managed in a proper manner.

§ 7     DOMICILE

The endowment is domiciled in Oslo, Norway.

§ 8     ALLOCATION

The Board will allocate funds for purposes that are consistent with the statutes for the endowment.  Funds will be allocated at meetings.  The proceedings of the Board meetings will be minuted.  The Board can establish guidelines for allocating funds.  The Board can also put forward candidates for funding. Beneficiaries may be required to report on the use of the funds and to submit accounts.

§ 9 moved to § 8

§ 10   ASSET MANAGEMENT

The Board will manage the capital in a proper manner, exercising sufficient prudence while obtaining a satisfactory return to fulfil the purpose of the endowment.  The Board will ensure that the purpose of the endowment is fulfilled in accordance with the statutes.

The Board will appoint an authorised public accountant to carry out the necessary audits of the Board’s conduct of the business and allocation of funds.

No later than three months after the end of the financial year, the auditor will submit an audit report which also deals with the allocation of funds.  The report must be forwarded immediately to the supervisory authority for charitable foundations.

§ 11   INVESTMENT OF CAPITAL

The endowment can own capital in the form of shares in companies affiliated to the Olav Thon group.  Other capital can only be deposited in the bank or lent to Olav Thon Gruppen AS at a rate of interest that produces a return at least equal to bank interest.

§ 12   Repealed

 

§ 13   TERMINATION OF THE ENDOWMENT

If the endowment should be terminated, all available funds will be allocated for purposes consistent with the statutes for the endowment.  Any shares in companies affiliated to Olav Thon Gruppen AS will be returned to the company.

§ 14   AMENDING THE STATUTES

The statutes may be amended by unanimous decision of the whole Board, with the approval of the supervisory authority for charitable foundations.

 

Oslo, 17.12.2002

Revidert 25.06.2018

Revidert 28.1.2016