Rules

The rules of Jenny and Antti Wihuri Foundation correspond with the requirements of the new foundation law which came to effect December 1st 2015. The Finnish Patent and Registration Office affirmed the Foundation’s rules April 18th 2016.

§1 Name and domicile

The name of the foundation is Jenny ja Antti Wihurin rahasto sr, in English Jenny and Antti Wihuri Foundation sr. The Foundation is domiciled in Helsinki, Finland.

§2 Purpose

The purpose of the Foundation is to promote and support Finnish cultural and economic development and also in the present circumstances to contribute to the reconstruction of Finland in various forms. Likewise, the purpose of the Foundation is to strengthen the patriotic will to defend our country.

The activities of the Foundation must be organised on a non-profit basis.

§3 Forms of activity

The Foundation fulfils its purpose by distributing grants and prizes and by otherwise supporting or engaging in such activities that promote the cultural and economic success of the Finnish people and the reconstruction work of Finland and that strengthen the patriotic will to defend our country.

The Foundation’s Board of Trustees determines the size and of grants and prizes, and the purpose thereof closer to these rules.

When distributing grants and prizes, the Foundation’s Board of Trustees may request the help of experts, the fees of which the Board of Trustees determines.

The Foundation’s Board of Trustees may impose any terms and conditions it deems fit on the beneficiaries of grants.

§4 Initial capital and donations

The Foundation’s initial capital is thirty million (30,000,000) Finnish marks in securities contributed by the Foundation’s founders, Jenny and Antti Wihuri, in 1942. In addition to this, the Foundation’s founders have added to the Foundation’s initial capital through further donations.

The Foundation has the right to receive donations, testaments and contributions.

§5 Asset management

The Foundation’s asset management must be systematic.

The Foundation may engage in business activities to fund its forms of activity.

§6 Governance

The Foundation has a Board of Trustees.

The Foundation may have a managing director or executive director and the managing director may have a deputy.

§7 Board of Trustees

The Foundation’s Board of Trustees, which is responsible for the governance of the Foundation and for other duties pertaining to it under these rules and by law, comprises eight (8) members, each of whom serves for a term of office lasting four (4) calendar years at a time.

Supplementation of the Board of Trustees takes place so that when a place on the Board of Trustees becomes or has become vacant, members of the Board of Trustees elect new members to the Board of Trustees for a term of office lasting four (4) years or for the remainder thereof from three (3) candidates nominated by the associations and organisations referred to below. These candidates must be Finnish persons of merit engaged in business life or in science.

When filling place No. 1 on the Board of Trustees, the Board of Directors of Suomen Liikemies-Yhdistys r.y. (The Association of Finnish Businessmen) nominates candidates,

when filling place No. 2 on the Board of Trustees, the Board of Liikesivistysrahaston Kannatusyhdistys r.y. (Foundation for Economic Education’s Supporters’ Association) nominates candidates,

when filling place No. 3 on the Board of Trustees, the Board of Suomen Ekonomit – Finlands Ekonomer ry (The Finnish Business School Graduates) nominates candidates,

when filling place No. 4 on the Board of Trustees, the Board of the University of Turku nominates candidates,

when filling place No. 5 on the Board of Trustees, the Board of Tekniikan Akateemiset ry (Academic Engineers and Architects in Finland – TEK) nominates candidates,

when filling place No. 6 on the Board of Trustees, the Board of Trustees of the Finnish Cultural Foundation nominates candidates,

when filling place No. 7 on the Board of Trustees, the governing body of Suomen Naisyhdistys r.y. (The Finnish Women’s Association) nominates candidates and

when filling place No. 8 on the Board of Trustees, which when the Foundation was established was filled by one of the founders, Antti Wihuri, either one of Antti Wihuri’s adopted children or their descendants is to be elected as a member should, when election takes place, there be among them a person or persons of impeccable conduct and enjoying respect in society who may be considered for this place for a term of office lasting the same as other places. Should there be no such person, the Board of Directors of the Finnish Shipowners’ Association nominates candidates.

If none of the candidates put forward receives at least half of the votes cast in election, the Board of Trustees must request the nominating organisation to make a new nomination.

No member of the Board of Trustees may be re-elected more than twice. However, the Board of Trustees may exceptionally continuously re-elect any member of the Board if there is particular cause to do so and if the Board is unanimous in this. Nevertheless, no more than two (2) such members continuously re-elected may serve on the Board at the same time.

If any of the nominating organisations referred to above has discontinued its activities, the Board of Trustees must agree with some other similar or similarly-minded Finnish association, foundation or institution, as determined freely by the Board of Trustees, to submit a nomination in place of the nominating organisation that has discontinued its activities. The same procedure must also be followed if any of the nominating organisations referred to above does not wish to nominate candidates for election to the Board of Trustees or refuses to make any new nomination.

Members of the Board of Trustees may be paid an ordinary fee and reimbursement for work done on behalf of the Foundation.

The Board of Trustees convenes:

1) by the end of March for the Annual General Meeting, which, inter alia, considers the following matters:

a) presentation of the financial statements and report of activities,

b) adoption of the financial statements and report of activities,

c) decision on the use of the surplus for the previous year and

d) decision on the number and size of grants and prizes to be distributed in the following autumn meeting and how such grants and prizes are to be distributed,

2) on the 9th day of October for the autumn meeting, which, inter alia, considers the following matters:

a) election of two (2) members of the Board of Trustees to replace those members retiring by rotation at the end of the current calendar year,

b) determination of the auditors’ fees

c) election of the chairman and vice-chairman of the Board of Trustees for the following year of activities

d) election of at least one (1) auditor to audit the accounts for the following financial year,

e) decision on the budget for the following year,

f) determination of the fees for the chairman of the Board of Trustees serving as chairman of the Financial Committee and the fees for the two (2) members of the Board of Trustees elected to the Financial Committee,

g) election of the members elected annually to the Financial Committee and

h) execution of the distribution of grants and prizes and consideration of any questions related thereto,

3) otherwise if the election of a new member to the Board of Trustees is required owing to the death, resignation or disqualification of any member of the Board of Trustees or Financial Committee during his or her term of office and likewise if the chairman of the Board of Trustees deems there is cause to hold a meeting or if at least three (3) Board members request such as meeting.

The Board of Trustees convenes at the invitation of the chairman, or if he is prevented from doing so, by the vice chairman and is quorate if at least four (4) members are present in addition to the chairman and vice chairman. In the event of any dissent in decision-making, voting will be by simple majority vote. In the event of even voting, the opinion of the chairman will prevail.

In elections, candidates receiving the most votes are elected except if election concerns a member of the Board of Trustees. In the event of even voting, the vote of the chairman will prevail.

§8 Financial Committee

The Financial Committee comprises the chairman of the Board of Trustees, any two (2) members of the Board of Trustees elected from among themselves for a year at a time and the Foundation’s managing director or executive director.

The Financial Committee is quorate when at least three (3) members are present.

The Financial Committee is tasked with:

1) making proposals for an investment plan to the Board of Trustees and carrying out other duties relating to asset management as determined by the Board,

2) submitting to the Foundation’s Board of Trustees at least twice a year a report of how the investment plan has been implemented,

3) preparing a proposal for the following year’s budget for the Board of Trustees and

4) preparing a proposal for the Foundation’s annual report and financial statements for the Board of Trustees.

The Financial Committee convenes at the invitation of the chairman of the Board of Trustees, or if he is prevented from doing so, by a member of the Board of Trustees on the Financial Committee. In the event of any dissent in decision-making, voting will be by simple majority vote. In the event of even voting, the opinion of the chairman will prevail.

§9 Managing director and executive director

The managing director or executive director is responsible for the everyday running of the Foundation in accordance with the instructions and orders issued by the Board of Trustees and in accordance with the provisions of the law.

§10 Representing the Foundation

The Foundation is represented jointly by the chairman of the Board of Trustees and the managing director.

The Board of Trustees may authorise the vice-chairman of the Board of Trustees and the executive director to represent the Foundation jointly with the chairman of the Board of Trustees or the managing director as well as an authorised person jointly with another person determined by the Board of Trustees.

§11 Financial year and audit

The Foundation’s financial year is the calendar year.

The Board of Trustees must submit the annual report and financial statements to the auditors by the end of March. The auditors must submit their report by the end of April.

§12 Amendments to these rules

These rules may be amended only if at least six (6) members of the Board of Trustees are in favour of such amendments in two (2) consecutive Board meetings held at an interval of at least two (2) months.

However, neither the name nor the purpose of the Foundation as referred to in rule §2 may be amended.

§13 Dissolution or discontinuation of the Foundation

In the event the Foundation is dissolved or discontinued, the assets saved, unless otherwise provided by separate provisions, must be used for the purpose as referred to in rule §2. The decision to dissolve the Foundation is valid if all members of the Board of Trustees are in favour thereof.