Corporate Governance
The Freudenberg Foundation was set up in 1984 by partners of the Freudenberg & Co. KG company. The founding family and the company have since then financed the foundation by transferring shares, within the framework of loan accounts, and by donations. They support the foundation’s work with suggestions, advice and practical assistance. In line with the founders’ wishes, the foundation is not a part of the company, but a civil-societal organization with autonomous powers of action.

I Guiding principles of the Freudenberg Foundation

1. The Freudenberg Foundation stands for democracy, diversity and social justice.

It campaigns for human rights and for preserving the fundamental values of our free democracy based on the rule of law.

The Freudenberg Foundation is proactively committed to solidarity in a diverse society, opposes discrimination, and advocates a fair educational system. With its programs in municipalities, educational establishments, the media, the academic community and the world of art, the Freudenberg Foundation strengthens democratic culture and social inclusion.

2. The Freudenberg Foundation is an independent civil-societal institution.

It acts as a non-partisan element of democratic civil society in Germany and Europe.

It develops its programs in a spirit of political, academic and cultural freedom, and of responsibility for the common good.
The Freudenberg Foundation is not governed by interest-driven directives from donors or the company it is linked to.

3. As an operative foundation, the Freudenberg Foundation prioritizes social innovation.

It develops and supports transferable solutions to key problems in a governmental and municipal context.

As an operative foundation, the Freudenberg Foundation attaches appropriate importance to differentiated situational analyses, clear goal descriptions, meaningful alliances, and systematized academic support. The results and conclusions drawn from the Freudenberg Foundation’s programs are accessible to the public.

4. The Freudenberg Foundation is a learning organization receptive to new developments.

It expands its knowledge by means of continuous mutual feedback between the actual practitioners involved and the academic community.

In order to be effective, the Freudenberg Foundation invests in human competence.
The Freudenberg Foundation encourages its staff to be creative, to assume responsibility, and to venture new solutions.

5. The Freudenberg Foundation supports new initiatives and alliances.

It achieves its goals in a network of partners.

As a charitable enterprise, the Freudenberg Foundation supports the establishment and advancement of self-organizations in an approach of long-term flexibility.
The Freudenberg Foundation aims to sustainedly shape transformational processes. For this purpose, it cooperates in its programs with politicians and administrators on all levels, with the business community and with civil society.

6. The Freudenberg Foundation is committed to transparent budgeting and efficient, effective utilization of its funding.

It complies with the internationally applicable Non-Profit Governance Standards for Transparency, Efficiency and Sustainability.

The annually available funding of the Freudenberg Foundation serves solely for implementing the foundation’s goals. It is used in compliance with the principles of economical, prudent budgeting.
The Freudenberg Foundation utilizes all the available options for shared financing of its programs through other foundations and governmental subsidies..

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, charitable foundations and taxes, its own bylaws, any 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 any applicable rules of procedure. The various bodies of the Freudenberg Foundation are mutually obligated to inform each other regularly of all relevant circumstances.

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.

7. The Partners’ Meeting is the supreme body of the non-profit-making Freudenberg Stiftung GmbH.

The Partners’ Meeting, whose members participate in an honorary capacity, is responsible for the foundation’s overall budget, for approving the annual financial statements, and for discharging the management.

It is also responsible for annually selecting an independent auditor. It furthermore provides the personnel for the foundation’s constituent bodies. When new members are appointed, particularly for the Board of Trustees, the Partners’ Meeting is advised by a Nomination Committee.
The Partners’ Meeting supervises the management’s activities geared to ensuring the foundation’s cost-efficiency, taking particular account of the tax-related requirements for charitable status. The Partners’ Meeting decides in consultative coordination 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 is structurally the central link to the Freudenberg & Co. KG company. In the Partners’ Meeting, it is not only the two members responsible for the company who participate, 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 in 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 a Chairperson, who with the consent of all partners can be supported by a deputy. Otherwise, the Partners’ Meeting shall handle all tasks in accordance with 46 GmbHG (German Limited Liability Company Act).

8. 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 recommendations given to the management on the basis of the accumulated expertise. The Board of Trustees sees its role in this sense as both a critical and a supportive advisor to the management.
The Board of Trustees, analogously to Point (7) above, is involved by the Partners’ Meeting in decisions relating to acceptance of managerial tasks for new foundations or through 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. The Chairperson and his/her deputy are between the meetings of the constituent bodies the contact persons interfacing with the management for specific programs/projects, and perform politically relevant and representative tasks in consultative coordination with the management. Individual members of the Board of Trustees can, by prior agreement with the Chairperson of the Board of Trustees and the management, also carry out advisory tasks between the meetings of the constituent bodies for selected issues.

9. The Nomination Committee advises the Partners’ Meeting on appointing new members to the foundation’s constituent bodies.

Up to two members each of the Partners’ Meeting, the Board of Trustees and the management together form the advisory Nomination Committee.

The Chairpersons of the Partners’ Meeting and the Board of Trustees shall decide the procedure for appointments to the Nomination Committee in mutual consultations. Under the bylaws, the responsibility for the composition and the working methodology ultimately lies with the Partners’ Meeting. The Nomination Committee develops, on the basis of shared criteria and the foundation’s present and future fields of action, a list of suitable external candidates for being appointed to the foundation’s constituent bodies, 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. At the same time, the Nomination Committee accepts proposals for involvement in the foundation’s Board of Trustees by members of the founding Freudenberg family. Its Chairperson is appointed by the Partners’ Meeting. The Nomination Committee formulates the rules for its collaboration.

10. The management represents the Freudenberg Foundation GmbH and develops the foundation’s program.

The management is in accordance with § 35 GmbHG 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. The management cannot exercise any operative representational tasks as a body, in relation to subsidized partner organizations. It can, however, in these organizations act pro bono in supervisory bodies, advisory boards or boards of trustees.
If more than one general manager is appointed, the remits will be divided among them with reference to the particular projects and programs involved. These arrangements shall not affect the joint powers of representation. The management thus always acts with collective responsibility, irrespective of any internal separation of functions. The Chairpersons of the Partners’ Meeting and the Board of Trustees are kept regularly informed regarding the allotment of remits. They are jointly responsible in particular for the development of the foundation’s profile, for its overall program, its strategic approaches, for finances, for human resources, cooperation with the constituent bodies, primarily their chairpersons, and 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. At the same time, the management arranges at regular intervals for evaluations of its key activities, in due compliance with current academic standards.