Articles of association
§ 1 – Capital
The Foundation is a private and independent foundation created by ship owner Tom Wilhelmsen’s gift certificate in 1965. The foundation's home is at Nøtterøy, unless the Board decides otherwise.
The basic capital amounts to NOK 1.320.000 equivalent to the value of the shares in the Norwegian companies that the gift certificate includes. These shares cannot be sold or exchanged without the Board's unanimous decision.
The basic capital can be increased by new gift certificates or by the Board's provisions when raising the return.
The Basic capital cannot normally be attacked. However, the board's unanimous decision may be made that also the basic capital, in whole or in part, may be used for gifts or contributions in accordance with the purpose stated in § 2.
§ 2 – Purposes
The objective of the Foundation is to distribute gifts or contributions to institutions, groups or individuals to support any measure of a scientific, social, humanitarian and cultural nature, as well as by scholarships or similar, to cater for performing artists and encourage the ability of youth or others to continue their education, study or research.
§ 3 – The Board of Directors
The Board of the Foundation shall consist of one to four members elected by the general meeting of Cetus AS. The Chairman of the Board is also appointed by a general meeting of Cetus AS.
In the event that shipowner Tom Wilhelmsen's family branch does not represent the majority shareholding in Cetus, the mayor of Bærum decides to appoint a new board, in that it is a prerequisite that, at the appointment, one tries to follow the donor's and his successor intentions as far as possible. This appointment only applies until the ship owner Tom Wilhelmsen's branch again represents the majority shareholding in AS Cetus.
§ 4 – The Return
The return on the Foundation's capital, after the expenses associated with the management of the funds, accounting and auditing have been covered, shall be used in accordance with § 2. If the return one year is not used in its entirety for distribution, the board decides whether or not the unused amount shall be wholly or partly allocated the immovable base capital, is allocated to special funds or allocated to distribution in recent years.
Minutes shall be kept of the board's meetings in which the resolutions the board may take with respect to the use of the return are taken.
§ 5 – Management
It is the responsibility of the Board of Directors to ensure that the foundation's total capital is properly managed at all times.
§ 6 – Accounting and auditing
It is the responsibility of the Board of Directors to ensure to ensure ongoing proper accounting and auditing in accordance with applicable laws and regulations, as well as good accounting practice. The foundation's cash, securities and other assets are kept in a satisfactory manner in accordance with the board's more detailed provision. The board can hire a business manager and can assign signature rights and prosecutions.
Oslo, the 16th October 2012
In the Board of Directors for Skipsreder Tom Wilhelmsen’s Stiftelse
M. Wilhelm Wilhelmsen