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The Foundation's objective is set out in the articles of association section 3 and 4:
The primary objective draws a connection between the employees' influence and well-being, and the successful long-term development of the company. The Foundation has elaborated on this in a memo.
Multiconsult shall be construed as Multiconsult ASA together with its subsidiaries.
The Foundation's relationship with Multiconsult and its employees follows from the Foundation's purpose, which is defined in the articles of association. In summary, the articles of association state the following:
The articles of association state that the Foundation shall seek to exercise a significant influence through ownership in order to fulfill the primary purpose in section 1. This means that it is within the Foundation's objective to act as a strategic long-term shareholder who exercises its ownership actively in accordance with recognized principles for good corporate governance. In order for various stakeholders to recognise that the Foundation operates in accordance with its objective, the Foundation shall be a noticeably visible owner. With this as a starting point, the Foundation has established the following ownership policy:
The Foundation must exercise its ownership in accordance with good corporate governance and must be a professional, active, visible, long-term and strategic shareholder in the company.
The primary objective draws a connection between employees' influence and well-being, and the successful long-term development of the company. In the exercise of its ownership, the Foundation assumes that a knowledge-based company such as Multiconsult must have a business and customer- oriented corporate culture where competence is the cornerstone for the development of value creation. The Foundation further assumes that it is through the influence of competent employees that results are best developed, and that well-being is created.
For these reasons, the Foundation expects that the board of directors, in its dialogue with the management of the company, are determined to:
The Foundation is seeking to harmonise its expectations for the development of Multiconsult together with the other leading shareholders of the company.
17.09.2019 / Styret
The Multiconsult Foundation's articles of association, adopted by the board on 20 June 2020.
The Multiconsult Foundation is a self-owned foundation with business office in Oslo.
The Foundation's fundamental capital is NOK 330,000.
The Foundation's objective is in every respect to promote the objectives and development of the Multiconsult Companies, ensure the continuity of the companies, and increase the employees' influence and well-being.
The Foundation may establish and/or participate in independent commercial activities of any kind and otherwise make any decisions which, in the board's opinion, are directly or indirectly suitable for promoting the objective.
As part of the primary objective, the Foundation is responsible for owning shares and/or other interests in the Multiconsult Companies, as well as in any business that may replace or be derived from these companies or that is directly or indirectly related to or otherwise significant for the companies.
The Foundation may provide support to employees and their families in the Multiconsult Companies or in other companies in which the Foundation owns shares and/or has other interests.
To the extent that the Foundation's funds, in the board's opinion, exceed what is necessary for a proper fulfilment of the Foundation's primary objective, it may provide support for charitable purposes of any kind from its income.
If future developments make it necessary or advisable for the Foundation to sell, or otherwise dispose of, its shares in one or more of the Multiconsult Companies and/or affiliated companies, the funds that are obtained from such dispositions may be used for other business-promoting purposes.
The Foundation's shares and other interests in the Multiconsult Companies, including any shares or interests in these companies that the Foundation may acquire in the future, may be sold or otherwise disposed of, provided that the disposition is deemed appropriate by the board.
The Foundation shall, to the extent possible, seek to maintain a significant influence over the Multiconsult Companies.
The Foundation's funds shall be managed in a manner suitable for the long-term maintenance of the Foundation's ability to act, the real value of the funds, and in such ways that the board deems appropriate for fulfilling the Foundation's objective.
The Foundation shall have council of representatives, a nomination committee, and a board of directors. The board may appoint a daily manager if needed.
Employee-elected board members of Multiconsult ASA and its subsidiaries, and elected representatives of employees in various bodies/unions in the Multiconsult Companies are not eligible for the foundation's bodies.
The board has adopted instructions for the board, the council of representatives and the nomination committee. The board can decide on changes to the instructions.
7.1 Composition
The Foundation's council of representatives shall consist of 12 members elected by and among the employees of the Multiconsult Companies. Up to 6 deputy members may be elected to the council of representatives. Members and deputy members are ranked according to the number of votes, but lots are drawn in case of a tie.
7.2 Election of the council of representatives. Eligibility.
The members and the deputy members of the council of representatives, shall be elected in an election process arranged by the nomination committee. The term of office is up to two years. Members may be re-elected. All employees who are permanently employed with a workload of 50 percent or more in the Multiconsult Companies have the right to vote. Only persons with voting rights can be elected as members and deputy members of the council of representatives. If a member of the council of representatives is no longer entitled to vote, that person shall resign and be replaced by the first priority deputy member.
7.3 Meetings of the council of representatives and extraordinary meetings. Tasks.
An ordinary meeting of the council of representatives shall be held every year no later than 30 June. The following matters shall be dealt with and decided at the ordinary meeting of the council of representatives:
The council of representatives elects its chairman. The chairman can be re-elected.
The council of representatives elects the board, including the chairman, by approving the nomination committee's proposal for the composition of the board. A decision not to approve the nomination committee's proposal must be justified by the fact that the proposal as a whole does not provide the board with the necessary competence to fulfil the Foundations objective. The decision and the justification shall be sent to the nomination committee, which shall immediately reassess the proposed composition and then within reasonable time (i) submit a new proposal for composition, or (ii) maintain the initial proposal and resubmit this. Once the nomination committee's renewed evaluation has been approved by the board, an extraordinary meeting of the council of representatives shall be convened to elect members to the board, including its chairman. If the extraordinary meeting of the council of representatives does not approve the nomination committee's proposal, the current board shall be free to elect anew board, including its chairman.
The Foundation's auditor is elected by the council of representatives. The council of representatives shall also exercise overall supervision of the foundation's activities and, if necessary, issue advisory opinions on these to the board. The council of representatives may decide to investigate the board.
The council of representatives is convened by the board. A deputy member will be summoned in the event of known absence. The notice shall specify the time and place of the meeting and the matters on the agenda. The notice shall be sent no later than 14 days prior to the meeting of the council of representatives.
The board may decide that an extraordinary meeting of the council of representatives shall be convened. The board shall also summon to an extraordinary meeting of the council of representatives in the event that the auditor or at least 4 members of the council of representatives demand so in writing.
The meeting of the council of representatives is opened and led by the chairman of the council of representatives. Each individual member of the council of representatives has one vote in the council of representatives' meeting. A resolution by the council of representatives requires a simple majority of the votes cast, and in case of a voting tie the decision is made by drawing lots.
The chairman of the board shall attend the council of representatives' meeting and shall answer questions from the members. The other members of the board have a right to attend meetings of the council of representatives.
Minutes shall be kept of the meeting of the council of representatives. The minutes shall be signed by the leader of the meeting and an appointed person by the present council of representatives.
The Foundation's nomination committee shall consist of three members elected by the board of representatives.
The members of the nomination committee are elected for a period of up to two years. The members of the nomination committee cannot be removed by the council of representatives before the end of their term. No member can be re-elected more than twice.
The nomination committee shall meet at least once a year, and otherwise as needed. The nomination committee shall propose:
The nomination committee shall also propose to the council of representatives the remuneration for members of the board, members of the nomination committee and the auditor.
In relation to the nomination committee's proposal of board and council members cf. third paragraph section two nr. 2 and 3 the following applies:
Minutes shall be kept of meetings of the nomination committee. The protocol shall be signed by all members.
The board of the Foundation's shall consist of 6 members. Up to 3 deputy members is elected.
Members from Multiconsult ASA's corporate management are not eligible to be elected as members of the Foundation's the board.
Board members are elected for up to 2 years at a time and can be re-elected.
The board forms a quorum when at least 4 board members are present. The board meeting is led by the chairman of the board, unless the board resolves otherwise.
If not otherwise provided by statutory law or the articles of association, the board shall make all decisions by a simple majority. If the number of votes is the same when electing a chairman, the election is made by drawing lots. In other cases of voting ties, the vote of the chairman's shall prevail.
The signature of the Foundation may be made by two board members jointly. The board may hire a general manager or a business manager and grant a power of attorney (Nw.: Prokura).
Minutes of the board meetings shall be recorded. The board minutes shall be signed by all members.
The Foundation's accounts shall be audited by a state authorised auditor. The accounts shall be presented at the notice to the annual meeting of board of representatives at latest.
These articles of association may be amended by an unanimous resolution by all board members, and in any event in accordance with the procedures required by the applicable legislation for foundations.
Likewise, the board may, by an unanimous resolution of all board members, and with the consent of all members of the board of representatives, decide to dissolve the Foundation if this is undoubtedly considered to be of significant importance for the promotion of the Foundation's primary objective. In such event, the board shall, if possible in consultation with the council of representatives, make the necessary decisions regarding the transfer of the Foundation's assets to another foundation or institution that has a similar or related objective.
In these articles of association, the "Multiconsult Companies" is referring to Multiconsult ASA and its subsidiaries.
