Roles in a foundation

All foundations must have a board, and the board should always have a chair. The board elects the chair, unless otherwise is stated in the statutes.

The board is the foundation’s highest body.

In foundations with a primary capital of NOK 3 million or more, the board must have at least three members. In such cases,  the general manager cannot  be elected as a chair. Please read more in the Foundations Act section 27.

Election of board members

It may vary who has the authority to elect board members. The foundation’s statutes states this.

When registering the board, you must attach

• documentation showing the election/appointment

Gender balance in the borard

Some general foundations are required to have gender balance in the board. Check if your foundation must follow the new rules. If it does, you must meet the following requirements:

1. If the board has three or four members, a maximum of two board members can have the same gender.
2. If the board has five or more members, a maximum of three board members can have the same gender.
3. If the board has seven members, a maximum of four board members can have the same gender.
4. If the board has eight members, a maximum of five board members can have the same gender.
5. If the board has nine or more members, a maximum of 60 per cent of the board members can have the same gender.

The rules in nr. 1 to 5 applies correspondingly for the election of deputy board members.

Gender balance and employee’s representatives

When electing two or several employee’s representatives, both sexes should be represented. The same applies to their deputy board members. It is not sufficient if the foundation has more than 200 employees, then the same ratio applies for board members and deputy board members elected by the employees, like the rest of the board (see information above). Board members and deputy board members must be considered separately.

Exception: If the foundation has 200 or less employees, and one of the genders constitute more than 80 per cent of the foundation’s employees at the time of the election, there are no requirements for gender representation among board members and deputy board members elected by and among the employees. The foundation must document this when submitting a notification to change the information about the board.

The board can employ a general manager, unless otherwise is stated in the statutes. Commercial foundations with a primary capital of NOK 3 million or more, must have a general manager.

All foundations must have an auditor. Basically, the auditor should be state- authorised.

The auditor should be elected by the one or those individuals or bodies who, according to the statutes, elect  or appoint the members of the board, unless otherwise is stated in the statues.

Exception 1:

If one or several municipalities/counties have the right to elect or appoint a majority to the board, the municipality and the county audit may be elected as the foundation’s auditor. The same applies where the foundation’s activity to a significant degree is based upon contribution or allocation from the municipality or the county.

Exception 2:

If the state or a governmental body has the right to elect a majority to the board, or the foundation’s activity is to a significant degree based upon governmental contribution or allocation, the Supreme Audit Institution may be appointed an auditor.

Attachment requirements

When registering an auditor, you must attach

• documentation showing the election of the auditor, if the foundation is running a commercial activity

It is optional for a foundation to have an accountant.

It is only possible to register certified accountants that are registered in the Register of Accountants.

Signature is an authorisation to act and sign on behalf of the foundation in all contexts.

It is the board jointly who are entitled to sign. The board can assign board members or general manager the right to represent the foundation externally , alone or jointly. Otherwise, it must be stated in the statutes that the board cannot assign such authorisation.

Attachment requirements

When registering signature you must attach

• minutes from the board meeting showing the assignment of signature rights

Power of procuration is an authorisation to act and sign on behalf of the foundation, associated with the daily operations

A proxy cannot encumber or sell the enterprise’s real property.

A person who has a power of procuration cannot transfer it to another person. A foundation can assign this authorisation to one or several people. If there are several, they may be empowered to use it separately or jointly.

Power of procuration can be registered only for foundations with business activity.