II Structures and responsibilities
The Freudenberg Foundation operates as a non-profit-making limited liability company on the basis of the currently applicable statutory framework, in particular in due compliance with German legislation for limited liability companies, taxes, its own bylaws, its rules of procedure for its constituent bodies, the employment contracts of the General Managers, the partnership agreement of Freudenberg & Co. KG, and all other standards relevant to its activities.
The constituent bodies of the Freudenberg Foundation are the management, the Partners’ Meeting, and the Board of Trustees. Their rights and duties are laid down in the bylaws and in the applicable rules of procedure. The various bodies of the Freudenberg Foundation are mutually obligated to inform each other regularly of all relevant developments.
The managerial and organizational culture of the Freudenberg Foundation is based upon mutual trust in a context of shared responsibility. The Freudenberg Foundation prioritizes a critically reflective, solution-driven dialog within and between the bodies involved. Reciprocal recognition of professional competence and structural prerogatives assures harmonious interpersonal efficacy.
1. The Partners’ Meeting is the supreme body of the non-profit-making Freudenberg Stiftung GmbH.
The Partners’ Meeting has the association ' Trägerverein der Freudenberg Stiftung e. V. ' as its sole shareholder. The latter is represented in the Partners’ Meeting by the board members of the association. The Partners’ Meeting is responsible for the Foundation’s overall budget, for approving the annual financial statements, and for discharging the management. It is also responsible for selecting an independent auditor on a yearly basis. It furthermore provides the personnel for the Foundation’s Board of Trustees. When new members are appointed, particularly to the Board of Trustees, the Partners’ Meeting is advised by a Nomination Committee.
The Partners’ Meeting supervises the management’s activities to ensure the Foundation’s cost efficiency, taking particular account of the tax-related requirements for its status as a charity. The Partners’ Meeting consults with the Board of Trustees on the acceptance of managerial tasks for new foundations or for additional issue-linked funds within the context of the Foundation’s profile. Agency agreements with other foundations require the approval of the Partners’ Meeting.
The Partners’ Meeting, via its sole shareholder, the association ' Trägerverein der Freudenberg Stiftung e. V. ' is the central link to the Freudenberg & Co. KG company. It is not only the two members responsible for the company who participate in the sponsoring association of the Freudenberg Stiftung e.V., but also further representatives from politics, administration, the judicature, or the business community, whose prominence, network, and integrity strengthen the Foundation’s legitimacy in the public eye, especially with regard to socially contentious issues. The Partners’ Meeting, as the Foundation’s supreme body, exercises its monitoring and supervisory functions over the management in a spirit of reciprocal dialog and mutual trust.
The Partners’ Meeting is headed by the board of the association ' Trägerverein der Freudenberg Stiftung e. V. ', which comprises a Chairperson and a deputy. Otherwise, the Partners’ Meeting shall handle all tasks in accordance with 46 GmbHG (German Limited Liability Company Act).
2. The Board of Trustees decides on the foundation’s program and projects in response to proposals from the management.
The Board of Trustees, acting in its honorary capacity, decides on the Foundation’s program and projects in response to proposals from the management. The Board of Trustees is the central consultative body for developing the Foundation’s programs and projects within the framework of the annual budget specified by the Partners’ Meeting. Here, proposals are filtered and evaluated, and expertise-based recommendations are given to the management. The Board of Trustees sees its role in this sense as both a critical and a supportive advisor to the management.
In analogy to Point (1) above, the Partners’ Meeting involves the Board of Trustees in decisions relating to acceptance of managerial tasks for new foundations or using additional funds. The members of the Board of Trustees possess crucial and recognized expertise in the Foundation’s chosen fields of action. At the same time, involvement by members of the founding Freudenberg family in the Board of Trustees is seen as desirable.
The Freudenberg Foundation’s Board of Trustees is headed by a Chairperson elected by this board and a deputy. One of the two should be a member of the Freudenberg family. Between the meetings of the constituent bodies, the Chairperson and his/her deputy are the contact persons who consult with the management on specific programs/projects, and perform politically relevant and representative tasks in consultation with the management. By prior agreement with the Chairperson of the Board of Trustees and the management, individual members of the Board of Trustees can also carry out advisory tasks between the meetings of the constituent bodies for selected issues.
3. The Nomination Committee advises the Partners’ Meeting on appointing new members to the Board of Trustees.
The advisory Nomination Committee is composed of the two board members from the sponsoring association and the two chairpersons from the Board of Trustees and the management. Under the bylaws, the responsibility for the composition and the working methodology ultimately lies with the Partners’ Meeting as the leading body and therefore with the board members of the sponsoring association in terms of personnel. Based on shared criteria and the Foundation’s present and future fields of action, the Nomination Committee develops a list of suitable external candidates for appointment, chief among them the Board of Trustees.
In this context, input from other members of the constituent bodies is regularly sought and taken on board. The Nomination Committee also accepts proposals for involvement in the Foundation’s Board of Trustees from members of the founding Freudenberg family. Its Chairperson is appointed by the Partners’ Meeting. The Nomination Committee develops the rules for its collaboration.
4. The management represents the Freudenberg Stiftung GmbH and develops the Foundation’s program
Pursuant to 35 GmbHG, the management is the action-generating and representational body that represents the Foundation both in and out of court. The management is employed on a full-time basis; it is responsible for administering the Foundation’s funds, developing the Foundation’s program, and executing the resolutions of the Board of Trustees in a cost-aware, fit-for-purpose approach. One of the management’s tasks is, in conjunction with partners from the field operations, other foundations, the academic community, administrators, politicians, the media, and the world of art, to develop new action models and assume responsibility for anchoring and disseminating them. As a body, the management cannot exercise any operative representational tasks with regard to subsidized partner organizations. It can, however, act pro bono for these organizations as part of supervisory bodies, on advisory boards, or on boards of trustees.
If more than one general manager is appointed, the remits for the particular projects and programs involved will be divided among them. These arrangements shall not affect the joint powers of representation. The management therefore always acts with collective responsibility, irrespective of any internal separation of functions. The Chairpersons of the association ' Trägerverein der Freudenberg Stiftung e. V. ', in their capacity as the shareholder in the Partners’ Meeting and the Chairpersons of the Board of Trustees, are kept regularly informed regarding the allotment of remits. They are jointly responsible in particular for developing the Foundation’s profile, its overall program, its strategic approaches, finances, human resources, and working with the constituent bodies, primarily their chairpersons, as well as with the founding family.
The management commissions the auditors selected by the Partners’ Meeting to audit its annual financial statements and makes use of consultancy in questions relating to tax legislation. The management also evaluates its key activities at regular intervals, in due compliance with current academic standards.
