Statutes for O Kavli and Knut Kavli’s Charitable Trust.
With amendments adopted by the board of trustees at its meeting of 16 June 2011.
O Kavli and Knut Kavli’s Charitable Trust is a trust with the object of promoting humanitarian causes, research and culture through the award of grants as determined by the board of trustees of the Kavli Trust.
The registered name of the Kavli Trust is O Kavli and Knut Kavli’s Charitable Trust. The Kavli Trust has its seat in Bergen.
The Kavli Trust’s basic capital comprises NOK 2 617 000. This consists of 500 shares, each with a nominal value of NOK 16 000, in Kavli Holding AS. These shares cannot be disposed of by the Kavli Trust. This prohibition does not preclude capital expansions or mergers in Kavli Holding AS or its subsidiaries when and in so far as significant influence is secured for the Kavli Trust and Kavli Holding AS.
The Kavli Trust is governed by a board of three, four or five trustees. The composition of the board is determined in accordance with the following criteria:
• at least two of the trustees must possess expertise in the Kavli group’s business areas
• at least two of the trustees must have expertise in culture, research or humanitarian work
• at least one trustee must possess expertise in finance or investment activities
• all the trustees must have an interest in charitable work.
Should a trustee die or resign, the remaining trustees will appoint a new trustee in their place, unless the board has determined on a successor in advance or resolves to reduce the number of trustees within the limits specified in the first paragraph above. Before an appointment or advance appointment can be made, the views of the executive management and board of directors of Kavli Holding AS must be obtained. The board of trustees elects its own chair.
The duty of the board is to decide on disbursements as specified in statute 1 above. It must manage the Kavli Trust’s capital in an acceptable manner, so that the Kavli Trust’s charitable object can be realised over time. This includes safeguarding the Kavli Trust’s interests in Kavli Holding AS to ensure that the group is run in accordance with the principles which apply for forward-looking business management at any given time.
The board appoints the Kavli Trust’s auditor, who must be state-certified.
A trustee serves on the board of the Kavli Trust for eight years, subject to the reservation that the trustee must resign if a majority of the other trustees request them to do so during a period of two years from their appointment. At the expiry of their period of service, a trustee may remain in office for two years at a time providing they are requested to do so by a majority of the other trustees, subject to the reservation that a trustee must in any event retire upon reaching the age of 67. At the special and unanimous request of the other trustees, their appointment as a trustee can be extended for one year at a time, subject to the reservation that no trustee can remain in office beyond the age of 70.
Regardless of the provisions in statute 7 concerning the period of service for a trustee of the Kavli Trust, a trustee must resign when circumstances arise which indicate that the said trustee ought to resign from the board of the Kavli Trust, and a majority of the other trustees request that they do so.
Should disagreement arise between the trustees over the interpretation of these statutes, including the basis for resignation, the issue will be settled through arbitration pursuant to the Norwegian Act.