Organisational governance

Pursuant to the Foundations Act, the Foundation's board of directors is the Foundation's supreme body and has the full responsibility for the management of the Foundation. The board of directors must ensure that the Foundation's objectives are attended to, and that any distributions are made in accordance with the articles of association. The board of directors must ensure that the accounts and the asset management are subject to satisfactory control. In accordance with the objective, an integral duty of the board of directors is to ensure that it exercises the Foundation's ownership in Multiconsult ASA in an active and professional manner, and completely independent of employees and management in the company. The board summon the Foundation's formal meetings and also ensures a dialogue between the Foundation's bodies so that each body can fulfill its tasks.

Pursuant to the articles of association, the board of representatives is committed to electing the chairman of the board of representatives, members of the foundation's board of directors and the nominating committee, as well as the auditor. In addition, the board of representatives shall stipulate the remuneration of members of the board of directors and the nominating committee, as well as the auditor's fees. The board of representatives is also tasked with overall supervision of the Foundation's activities. This supervision supplements the auditor's more exhaustive supervision of the board of directors' management of the foundation's assets. The board of representatives has no function related to the foundation's management and no right to instruct the board of directors to this respect. If the general supervisory authority implicates it, the board of representatives may decide to investigate the board of directors in accordance with the provisions of the Foundations Act.

The nominating committee's task is to put forward proposals for electable members and deputies to the Foundation's bodies, proposals for the nominating of an auditor and proposals for remuneration for members of the board and nominating committee, as well as proposals of the auditor's fees. The nominating committee's main task is to contribute to the composition of the Foundation's board of directors and board of representatives in such a way that the underlying reasons for the Foundation's objective is adhered, and nonetheless in a way that ensures appropriate management of the Foundation. The nominating committee shall contemplate the board of directors' need for expertise and capacity, as well as the board's ability to function as a collegial body. Within the framework of these considerations, the nominating committee shall consider the Foundation's interest of having a diverse composition of board members when providing its nominations. The nominating committee shall further ensure continuity within the Foundation's bodies.

Instructions have been laid down for each body with more detailed guidelines for their respective operations.