Tiina and Antti Herlin Foundation sr
1 Name and registered office of the foundation
The name of the foundation is Tiina and Antti Herlin Foundation sr (registered foundation); its registered office is located in Kirkkonummi, Finland.
2 Mission of the foundation
The foundation’s mission is to support and promote social welfare, culture, the environment and science, as well as associated teaching and research activities.
Pursuant to the law governing the activities of Finnish foundations, the foundation complies with the principle of distributing a significant share of the returns of its capital to non-profit purposes in line with the foundation’s mission, while ensuring that the funds and operations of the foundation are safeguarded in the long term.
The practical implementations of the foundation’s mission include allocation of support for research, education and publication activities and distribution of grants, awards and assistance, as well as other aid measures compatible with its purpose.
The foundation is permitted to carry out its activities and own property in Finland and abroad.
3 Capital of the foundation
The initial capital of the foundation consists of the 300,000 B-series shares in the KONE Corporation assigned to the foundation by its founder, plus an additional sum of EUR 300,000.
The foundation is entitled to accept bequests and other types of donations, and to increase the value of its property in accordance with the provisions of the Finnish Foundations Act. Funds acquired by bequest and other donations must be managed and used in accordance with the instructions of the donors. In the absence of detailed instructions, the Board of the foundation may decide how the funds are used. The foundation may also manage other funds, the use of which is governed by separate instructions issued by the Board of the foundation in accordance with these rules and regulations.
4 Management of assets
The prevailing circumstances must be taken into account in the investment and management of the foundation’s assets, which must be conducted in such a manner that capital is not merely maintained, but enhanced with appropriate investments.
The foundation is permitted to acquire and own immovable property.
5 Management of the foundation
The foundation is managed by the Board, which has no less than three and no more than nine members. Antti Herlin and Tiina Herlin will serve as Chair and Vice-Chair, respectively, for life or until such time as they choose to step down from the posts. The other members of the Board, whose terms commenced before the Finnish Foundations Act (record no. 487/2015) entered into force, will continue in their posts until they reach the age of 76. Members of the Board appointed after the Foundations Act (record no. 487/2015) entered into force will serve for three (3) years. Other than the exceptions already described, the maximum age for serving Board members will be 75 years. The Chair of the Board of Directors of the KONE Corporation, who is an heir of Tiina and Antti Herlin, is entitled to an appointment as a member of the Board of the foundation. The positions of Chair and Vice-Chair will be appointed by the Board from among its members. At the annual general meeting of the KONE Corporation, the foundation will be represented by either the Chair of the Board or a person authorised by the Chair to act on their behalf.
The Chair is entitled to appoint a deputy member for each full member of the Board, thus creating as many deputy members of the Board as full members (no less than three and no more than nine). Deputy members are entitled to be present and may take part in discussions at Board meetings, but may only vote if the full member is not present. Deputy members of the Board will serve for three (3) years.
The Board of the foundation may appoint a General Secretary, whose instructions may be adopted. The General Secretary of the Board may also serve as a full or deputy member of the Board.
6 Operating year
The foundation’s financial and operating year is from 1 July to 30 June.
7 Annual meeting of the Board
The annual meeting of the Board must take place by the end of November. The Board will convene additional meetings as and when needed.
The foundation may be represented by the Chair of the Board alone, or by two of the other Board members. The Board can authorise a Board member, or a person other than a Board member, to represent the foundation either alone, with another person, or with a Board member.
9 Operational committees
The Board may set up committees to handle the activities of the foundation, appointing chairs and vice-chairs of the committees in addition to between one and five members.
The Board will determine the tasks of the committees it appoints.
10 Board meetings
The Board convenes whenever the Chair requests a meeting. Should the Chair be unable to request a meeting, the meeting can be requested by the Vice-Chair, whose deputy will be the longest-serving member of the Board.
Quorum will be reached when a majority of Board members are present, including the Chair and/or Vice-Chair. Decisions will be made according to the majority principle. In the event of a tie vote, the vote of the Chair is decisive. The Board is summoned if two members of the Board request a meeting in writing.
The minutes of every meeting of the Board and the committees must be recorded and signed off by the Chair and at least one other Board member.
11 Activities of the Board
The Board will determine Rules of Procedure for its activities.
In addition to the provisions of the law on foundations and these provisions, the Board must meet the following obligations:
1. publish an annual report for the previous year;
2. approve financial statements and make decisions on the measures set forth in the auditor’s report at the annual meeting;
3. approve the budget for the following operating year at the annual meeting or an additional Board meeting;
4. at the annual meeting, decide on the necessary appointments to cover three to nine Board members, deputy members, and the Chair and Vice-Chair of the Board who will serve until the next annual meeting;
5. approve the remuneration paid to Board and committee members; 6. approve the auditor’s fee;
7. at the annual meeting, appoint an auditor and a vice-auditor to audit the accounting and administration for that year (both the auditor and vice-auditor must be authorized public accountants or audit firms of which the head auditor is an authorized public accountant);
8. appoint the chairs, vice-chairs and members of all committees, who will serve until the next annual meeting;
9. decide on the grants, awards and other support measures to be assigned, at an annual meeting or additional meeting;
10. decide on guidelines and recommendations for the operations of the committees, at an annual meeting or an additional meeting;
11. review how the foundation’s funds should be invested, at an annual meeting or an additional meeting;
12. provide the authorities with the reports and other data required by law.
12 Amendments to these rules and regulations
At the Chair’s proposal, the Board may make amendments to these rules and regulations should these be deemed necessary due to changes in circumstances or other reasons of importance.
13 Termination of the foundation
The foundation can be terminated in accordance with the provisions of the Foundations Act. A decision to terminate will be approved by a majority of all the members of the Board. Upon termination, the funds will be used to further the foundation’s mission as stated in Section 2 of these rules and regulations.
The provisions of the Finnish Foundations Act shall be observed in all aspects not provided for in these rules and regulations.