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.
