1. Openness and communication
1.1 It is recommended that the board adopt principles for external communication which meet the need for openness and the needs of the stakeholders and the opportunity to obtain relevant updated information about the foundation’s affairs.
The foundation follows the recommendation.
It is exclusively Djaffar Shalchi who speaks publicly as the foundation’s CEO, unless agreed otherwise.
2.1 Overall tasks and responsibilities
2.1.1 It is recommended that, in order to ensure that the business fund operates in accordance with the foundation’s purpose and interests, the board at least once a year takes a position on the foundation’s overall strategy and distribution policy based on the articles of association.
The foundation follows the recommendation.
Reference is made to the distribution policy of the statutes of the foundation.
2.1.2 It is recommended that the board regularly considers whether the foundation’s capital management corresponds to the foundation’s purpose and needs in the short and long term.
The foundation follows the recommendation.
Capital management is a fixed point at the board meeting, where the risks are discussed and covered.
2.2 The chairman and deputy chairman of the board
2.2.1 It is recommended that the chairman of the board organizes, convenes and leads the board meetings in order to ensure effective board work and create the best possible conditions for the work of the board members, individually and collectively.
The foundation follows the recommendation.
The chairman of the board is responsible for organizing and leading board meetings, and is supported by a board member for administrative tasks such as coordination, meetings’ minutes etc.
2.2.2 It is recommended that if the directors board exceptionally requests the board’s chairman to carry out special tasks for the business foundation in addition to the chairmanship, there should be a board resolution to this effect specifically, which ensures that the directors board retains the independent overall management and its control function. A proper division of labor should be ensured between the chairman, the deputy chairman, the rest of the board and any executive board.
The foundation follows the recommendation.
If the chairman of the board carries out tasks for the foundation that are in addition to the board’s work, this is a decision made by the remaining board members.
2.3 The board’s composition and organization
2.3.1 It is recommended that the board continuously, and at least every other year, assess and determine which competencies the board must have in order to be able to perform the tasks assigned to the board as best as possible.
The foundation follows the recommendation.
The board assesses the tasks and competence composition of the board on an annual basis.
2.3.2 It is recommended that the board, with respect for any right of appointment in the articles of association, approves a structured, thorough and transparent process for selecting and nominating candidates for the board.
The foundation follows the recommendation.
In the case of new elections, the competence of new board members must be assessed. The board is composed of the two founders, a legal competence, a financial competence and a strategic competence.
2.3.3 It is recommended that board members are appointed on the basis of their personal qualities and competences, taking into account the board’s overall competences, and that, when composing and nominating new board members, consideration is given to the need for renewal – compared to the need for continuity – and to the need for diversity in relation to, among other things, business and distribution experience, age and gender.
The foundation follows the recommendation.
The board emphasizes that there is diveristy in competence, age, gender and ethnicity on the board.
2.3.4 It is recommended that the composition of the board, including diversity, is explained annually in the management report, and on the business foundation’s website, if any, and that the following information is given about each of the board members.
The foundation follows the recommendation.
The foundation’s board and competency profiles can be found here: https://humanact.tempurl.host/about/meet-the-team/
2.3.5 It is recommended that the majority of the board members in the commercial foundation are not simultaneously members of the board or the management of the foundation’s subsidiary(s), unless it is a wholly owned actual holding company.
The foundation follows the recommendation.
3 out of 5 members are not members of the board or management of the foundation’s subsidiaries.
2.4 Independence
2.4.1 It is recommended that an appropriate proportion of the board members are independent.
The foundation follows the recommendation.
It is essential for our foundation that the board contains a significant proportion of independent members to ensure an objective and independent decision-making process. Independence helps prevent conflicts of interest and ensures that decisions are made in the best interests of the foundation and its stakeholders. The foundation values and has prioritized in-depth knowledge of the foundation’s field of activity, which enables more informed and efficient management.
2.5 Period of appointment
2.5.1 It is recommended that the board members are appointed for the minimum period of two years and the maximal period of four years.
The foundation does not follow the recommendation.
In order to maintain a balance between continuity and renewal in the board, the members are appointed for a flexible period. This allows for a more dynamic and adaptive approach to board composition, taking into account both the foundation’s long-term goals and the need to integrate fresh perspectives. A fixed appointment period has not been set, as we believe that continuity in the board’s work is essential to maintaining a deep understanding and commitment to the foundation’s mission.
2.5.2 It is recommended that an age limit is set for the members of the board, which is published in the management report or on the foundation’s website.
The foundation does not follow the recommendation.
Although an age limit can be a useful tool to ensure generational change on the board, our foundation chooses to evaluate each member based on their individual contribution and ability to fulfill their role, regardless of age. This approach gives us the flexibility to value the experience and wisdom that often comes with age, while remaining open to the unique perspectives that younger members can bring.
2.6 Evaluation of the board’s work
2.6.1 It is recommended that the board establish an evaluation procedure where the board, the chairman and the individual members’ contributions and results are evaluated annually, and that the result is discussed in the board.
The foundation follows the recommendation.
The board assesses this on an annual basis.
2.6.2 It is recommended that the board once a year evaluates the work and results of a possible executive and/or administrator according to pre-established clear criteria.
The foundation follows the recommendation.
The board assesses this on an annual basis.
3. The management’s remuneration
3.1.1 It is recommended that members of the board of directors in commercial foundations be remunerated with a fixed remuneration, and that members of any management board be remunerated with a fixed remuneration, possibly combined with a bonus that should not be dependent on accounting results. The remuneration should reflect the work and responsibility that follows from the position.
The foundation follows the recommendation.
In accordance with our principles of volunteerism and altruism, no board members of the foundation receive remuneration. This underlines the foundation’s commitment to ensuring that all resources are used directly to promote the foundation’s aims and objectives. The voluntary commitment of the foundation’s board members reflects their dedication and belief in the foundation’s mission.
3.1.2 It is recommended that the annual accounts provide information on the total remuneration that each individual member of the board of directors and any management board receives from the business foundation and from the foundation’s subsidiaries and associated companies. In addition, information should be given on any other remuneration that board members and any management receive for carrying out other work or tasks for the foundation, the foundation’s subsidiaries or associates.
The foundation does not follow the recommendation.
In the foundation, a conscious decision has been made not to follow this recommendation to its full extent. This is because the possible payments made for board members’ extra work or for educational grants do not amount to significant amounts. The foundation’s priority is to ensure that a substantial portion of our resources are allocated directly to the foundation’s core activities and objectives, rather than individual monetary rewards.
