Statutes of the World Diabetes Foundation
1. Name and domicile
1.1 The name of the Foundation is World Diabetes Foundation (English translation of the Danish name of the Foundation, Verdensdiabetesfonden).
1.2 The Foundation is domiciled in Gladsaxe Municipality.
The objects for which the Foundation is established are to further the prevention and treatment of diabetes in developing countries by, inter alia, providing funding for
• raising awareness and knowledge of diabetes;
• diabetes prevention;
• diabetes education;
• distribution of medicine used for diabetes treatment;
• diabetes diagnosis;
• diabetes treatment;
• diabetes monitoring;
• improvement of access to medicine for diabetes treatment.
3.1 The assets of the Foundation amount to DKK 260,000.00 and are held as a cash deposit with a bank. The amount has been contributed in cash by the founder, Novo Nordisk A/S.
3.2 The Board of Directors shall ensure that the funds of the Foundation are held securely at all times. The Board of Directors may choose to depart from the rules governing the placement of funds held by foundations as laid down by the Minister for Justice, see section 10 of the Danish Act on Foundations and Certain Associations.
4.1 The supreme authority of the Foundation shall be vested inthe Board of Directors. The Board of Directors shall consist of not less than five and not more than eight members, who shall be appointed for a term of three years and are eligible for re-appointment.
4.2 Subject to the rules on board members as laid down in legislation governing foundations, the Board of Directors shall be appointed as follows:
4.2.1 If the Board of Directors consists of seven or eight members, three members shall be appointed by Novo Nordisk A/S. If the Board of Directors consists of five or six members, two members shall be appointed by Novo Nordisk A/S.
4.2.2 The remaining members of the Board of Directors shall be appointed by the Board itself; but see Article 4.3 below. These members are appointed from among natural persons who discharge their duties in or hold a position with a reputable organisation or institution engaged in the promotion of health, prevention and control of diseases, etc., or who have otherwise distinguished themselves in the fields of promotion of health or prevention and control of diseases, etc.
4.3 The first Board of Directors of the Foundation shall be appointed by the founder in accordance with Articles 4.1 and 4.2.
4.4 Members of the Board of Directors shall be appointed before the end of the calendar year in which the term of office expires, and such appointment shall take effect from the next first day of January. If a member steps down from the Board of Directors before the expiry of the term of office and if the number of board members is thereby reduced to less than five, a member shall immediately be appointed for the remaining term of office with the possibilly of re-appointment. If a member steps down from the Board of Directors before the expiry of the term of office, and if the number of board members appointed by Novo Nordisk A/S therefore exceeds the maximum allowed under Article 4.2.1, Novo Nordisk A/S shall immediately call upon a member appointed by the company under Article 4.2.1 to resign.
4.5 The Board of Directors shall appoint a Chairman from among its number. The Deputy Chairman of the Board of Directors shall be appointed from among the board members appointed by Novo Nordisk A/S. The Deputy Chairman shall liaise between the Board of Directors of the Foundation and the Foundation's Managing Director and Secretariat.
4.6 The Board of Directors shall form a quorum when more than half of its members are present. Except as otherwise provided in the Statutes, all decisions of the Board shall be made by a majority vote of all members present.
4.7 Each year, the Chairman of the Board of Directors shall convene a meeting to be held before the end of April, at which the Chairman will report on the activities of the Foundation during the past year and the accounting position of the Foundation and submit the audited financial statements to the Board of Directors for approval. In addition to this meeting, the Chairman will normally convene three meetings a year and shall ensure that not less than three board meetings are held each year. Other board meetings shall be held as determined by the Chairman and when requisitioned by a Director or at least three members of the Board of Directors.
4.8 The Foundation shall pay the expenses incurred by members of the Board of Directors for participation in board meetings. Each year, board members will receive reasonable remuneration for their services, the amount of which shall be determined by the Board of Directors in connection with the adoption of the financial statements.
4.9 The Board of Directors shall employ a Managing Director and set up a Secretariat to handle the day-to-day operations of the Foundation. Remuneration of the Managing Director and Secretariat staff shall be determined by the Board of Directors, which may lay down detailed guidelines for the activities to be undertaken by the Managing Director and/or the Secretariat.
4.10 The total administrative expenses of the Foundation, including remuneration of the Board of Directors, the Managing Director and the Secretariat, may never exceed 10 per cent of the total gross income of the Foundation. ln the first financial year, however, the administrative expenses cap shall be 15 per cent.
5. Authority to bind the Foundation
The Foundation shall be legally bound towards third parties by the joint signatures of the Chairman of the Board of Directors and one member of the Board of Directors or by the joint signatures of one member of the Board and the Managing Director. The Board of Directors may grant powers of procuration in accordance with the provisions of Danish legislation governing foundations.
6. Financial statements and audit
The Foundation's financial year is the calendar year. The first financial year shall commence on the date of the establishment of the Foundation and end on 31 December 2002. The Board of Directors shall approve the financial statements. The financial statements of the Foundation shall be audited by a state-authorised public accountant appointed by the Board of Directors.
7. Amendments to Statutes
These Statutes may be amended if such amendments are unanimously approved by all members of the Board of Directors. Amendments to the Statutes shall be subject to final approval by the supervisory authority.
8.1 The profit for the year shall be used to further the objects of the Foundation; see Article 2. The profit for a financial year shall, as far as possible, be distributed in the same financial year. Retaining profits to strengthen the capital of the Foundation is not permitted.
Any remaining profit on the dissolution of the Foundation shall be used to further the objects of the Foundation; see Article 2.
Adopted at the time of the establishment of the Foundation on 7 February 2002 and amended at meetings of the Board of Directors held on 11 December 2003, 4 December 2011, and 3 December 2017.