J.No. 041933-0001 srk/jhw STATUTES April 2008 The think tank CONCITO Bech-Bruun Advokatfirma Langelinie Allé 35 2100 København Ø T +45 72 27 00 00 F +45 72 27 00 27 www.bechbruun.com København Århus
1. Name and place of residence 1.1 The name of the think tank is CONCITO. 1.2 The place of residence is the Municipality of Copenhagen. 2. Purpose 2.1 The purpose of the think tank is to contribute to minimising greenhouse gas emissions and reducing the harmful effects of global warming. 2.2 The think tank seeks to accomplish its purpose by obtaining new and existing knowledge and experience from Denmark and abroad. This knowledge and experience is analysed and disseminated to policy-makers, business and citizens in a form which can be translated into direct action promoting the purpose. 2.3 The think tank shall promote the purpose both in Denmark and abroad and shall work to ensure that Denmark is at the forefront in developing and implementing the necessary solutions. 2.4 The think tank establishes a Council with representatives from the corporate sector, academia and civil society in Denmark and seeks to involve existing networks and initiatives within the scope of the think tank purpose. 2.5 The think tank may exercise economic activity where the Board considers that it serves the think tank purpose. 2.6 The think tank shall be independent of party political and commercial interests. 3. Organisation 3.1 The think tank is an independent, non-profit institution, organised as a society. The founders are shown in Annex 1. 3.2 Members who are admitted into the Council are referred to as Council Members, cf. 4.2. Other members are referred to as Support Members. 3.3 When entering the think tank members shall pay a one-time fee and subsequently an annual fee. Members' minimum fees are shown in Annex 2. 3.4 The think tank is led by the Board in accordance with the statutes and general guidelines set by the Council. 2
4. The Council 4.1 The Council gives advice to the Board, determines the topics and mandates of the think tank work and sets up working groups. 4.2 On the date of foundation the Council consists of the founders. The Council elects new Council Members. 4.3 The Council shall, where possible, consist of one third of members from each of the following three groups: 1. heads of enterprises with an interest in the think tank purpose (Heads of Enterprise Group); 2. environment and climate scientists who are recognised for research findings of importance to the think tank purpose (Scientific Group); 3. others. Mainly representatives of NGOs, cultural and knowledge institutions and civil society which the Council considers it essential to affiliate to the think tank (Civil Society Group). 4.4 The Board may decide on the provisional admission of Council Members until the Council has considered the admission. Provisional Council Members have no voting rights. 4.5 The Chairman of the Board is also Chairman of the Council. 4.6 Legal persons inform the Chairman of the name of the current person representing the legal person in the Council. 4.7 Only Council Members may participate in the working groups. However, legal persons may be represented by several persons in the working groups. 5. Council meetings 5.1 The regular Council meeting is held each year before 1 June. 5.2 The Board shall, no later than two months before the regular Council meeting, announce the time of the meeting and the venue. A notice of the meeting setting out the agenda shall be sent out no later than two weeks before the meeting. 5.3 Proposals that a Council Member wants to submit for consideration at the regular Council meeting shall be submitted in writing to the Board no later than four weeks before the Council meeting. 5.4 The agenda of the regular Council meeting shall include the following items: 3
1. The Board s report on the think tank activities in the past year 2. Presentation of annual accounts and annual report for approval 3. Admission of new Council Members 4. Election of three Board Members, cf. 6.2 (every second year) 5. Election of the Chairman of the Board from among the six Board Members, cf. 6.2 (every four years) 6. Election of the accountant 7. Determination of topics and mandates of the think tank studies 8. Establishment of working groups 5.5 Council decisions are taken by simple majority unless otherwise provided by the statutes. At Council meetings each Council Member has one vote. 5.6 Extraordinary Council meetings shall be held if the Board or at least one fifth of the Council Members so require in writing. A notice of the meeting shall be given at least 14 days in advance, and the meeting shall be held within one month after the Board received the request. 5.7 In exceptional cases, the Council may decide that the Board shall resign and that a new Board shall be elected. The decision requires approval by at least two thirds of the participating Council Members at two meetings held within minimum 14 days of each other. At the second meeting the new Board is elected. 6. The Board 6.1 The think tank is led by a Board consisting of six members. 6.2 The Council shall, every second year, elect three Board Members for a term of four years. Re-election can take place. The Council shall, every four years, elect the Chairman of the Board. 6.3 The founders shall elect the think tank Board on the date of foundation, including three Board Members for a term of four years and three members for a term of two years, cf. Annex 3. The founders elect the Chairman from among the members elected for a term of four years. 6.4 Board Members shall be members of the Council for the full term of board. 6.5 Where a Board Member withdraws from the Board before expiry of the term of office, the Board shall elect a new Board Member for the remaining term. 4
6.6 The Board shall appoint a Managing Director who is responsible for the daily operation and management under the authority of the Board. 6.7 The Board shall recommend to the Council topics and mandates of the think tank studies and the establishment and composition of working groups. 6.8 The Chairman of the Board shall receive a fee which is determined by the Board. 7. Board meetings 7.1 The Board shall meet at least twice a year. 7.2 The Board has a quorum provided not less than half of the Board Members are present. 7.3 The Board shall decide by simple majority unless otherwise provided by the statutes. In the event of a tie, the Chairman has the casting vote. 7.4 The Board determines in its rules of procedure the specific rules governing the Board's work. 8. Accounting and auditing 8.1 The financial year is the calendar year. 8.2 The accounts shall be prepared in accordance with sound accounting practices. 8.3 The accounts shall be audited by a State-Authorised Public Accountant, who is elected by the Board. However, the think tank s first accountant is elected by the founders, cf. Annex 3. 9. Authority and liability 9.1 The Managing Director together with either the Chairman of the Board or two Board Members, or the Chairman of the Board together with two other Board Members, shall have the authority to sign documents on behalf of the think tank. 9.2 No liability is imposed on members or others for the obligations of the think tank. 5
10. Withdrawal and expulsion 10.1 Withdrawal from the think tank may be effected by letter to the Board without prior notice. Withdrawing members are not entitled to any share of the think tank assets or to total or partial refund of fees. 10.2 The Council may, by a two-third majority following a Board recommendation, decide to expel a member. 11. Amendment of the statutes and dissolution 11.1 Amendment of the statutes and dissolution shall be decided by the Board by a two-third majority at two Council meetings held within minimum 14 days of each other. 11.2 In the event of dissolution the assets shall be used in accordance with the purpose clause, though subject to 12.6. The Council shall, by a two-third majority, decide on the use of the assets. 12. Entry into force and foundation phase 12.1 The statutes shall enter into force on 14 April 2008. 12.2 The think tank is founded during a meeting between the founders on 14 April 2008. 12.3 The think tank Board and accountant on the date of foundation are shown in Annex 3 12.4 The think tank Board shall, during the foundation phase, work to secure that the think tank wins the support needed for the think tank to accomplish its purpose. The foundation phase runs from 14 April 2008-31 August 2008. 12.5 On 1 September 2008 an extraordinary Council meeting will be held with the following agenda: 1. Admission of new Council Members 2. Determination of topics and mandates of the think tank studies 3. Establishment of working groups 12.6 Where by the end of the foundation phase on 31 August 2008 the Board considers that the support needed has not been won, the think tank is dissolved and assets, after deduction of costs incurred during the foundation phase, shall be repaid to the founders and members. 6
29 April 2008 Martin Lidegaard Kim Carstensen Peter Damgaard Jensen Rasmus Kjeldahl Susanne Krawack Susanne Kuehn 7
Annex 1 Founders Kim Carstensen The Danish Consumer Council The Danish Insurance Association Susanne Krawack Martin Lidegaard Rockwool A/S 8
Annex 2 Minimum fees Companies and organisations Annual turnover Annual turnover Individual members Over 1 bn DKK Below 1 bn DKK Admission fee 100,000 DKK 10,000 DKK 1,000 DKK Annual fee 10,000 DKK 1,000 DKK 100 DKK Minimum fees are not adjusted for inflation. ***** 9
Annex 3 Board and accountant during the foundation phase The founders have in connection with the foundation elected the following Board, cf. the statutes, 6.3: For the period 2008-2012: Chairman Martin Lidegaard Peter Damgaard Jensen for the Danish Insurance Association Rasmus Kjeldahl for the Danish Consumer Council For the period 2008-2010: Kim Carstensen Susanne Krawack Susanne Kuehn for Rockwool A/S The founders have elected State-Authorised Public Accountant Erik Stener Jørgensen, Grant Thornton, accountant of the think tank, cf. the statutes, 8.3. ***** 10