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Chapter 1
GENERAL PROVISIONS

1.1. Foundation Innove (hereinafter referred to as the Foundation) was established in the public interest to implement the EU Structural Funds and carry out educational/training programmes and projects.

1.2. The name of the Foundation is Foundation Innove.

1.3. The founder of the Foundation is the Republic of Estonia, whose rights as the founder shall be exercised by the Ministry of Education and Research) (hereinafter referred to as the ministry).

1.4. The Foundation is a legal person in private law that operates pursuant to the laws and other legislation of the Republic of Estonia and these statutes.

1.5. The Foundation does not have any beneficiaries.

1.6. The Foundation has been established for an indefinite time period.

1.7. The financial year of the Foundation begins on 1 January and ends on 31 December.

1.8. The Foundation is located in Tallinn.


Chapter 2
OBJECTIVE OF THE FOUNDATION

2.1. The main objective of the Foundation is to coordinate the lifelong learning development activities, and to implement the relevant programmes and projects and the EU structural aid in a targeted and efficient manner.

2.2. To achieve its objective, the Foundation shall:

2.2.1. organise the development and implementation of qualifications and curricula mainly in the area of general and vocational education;

2.2.2. coordinate the development and implementation of career services;

2.2.3. prepare, coordinate and implement programmes and projects in the area of lifelong learning and languages;

2.2.4. fulfil the tasks of an implementing agency of structural assistance;

2.2.5. organise training, testing, and collection, analysis and dissemination of education related information;

2.2.6 organise other activities necessary for achieving the objective of the Foundation.

Chapter 3
SUPERVISORY BOARD OF THE FOUNDATION

Part 1
General provisions

3.1. The supervisory board of the Foundation shall plan the activities of the Foundation, organise its management and supervise the activities of the Foundation.

3.2. Supervisory board shall:
3.2.1 appoint and recall members of the management board;
3.2.2 determine the amount of and procedure for remuneration for the members of the management board;

3.2.3 represent the Foundation in disputes and in concluding transactions with members of the management board and with parties who are represented by a member of the management board or to whose directing body a member of the management board belongs;

3.2.4 audit or assign relevant third parties to audit the accuracy of accounting, the existence of assets and the conformity of the activities of the Foundation with the legislation, these statutes and resolutions of the supervisory board;

3.2.5 demand, as necessary, from the management board reports on the management and financial condition of the Foundation, other relevant circumstances related to the activities of the Foundation, and preparation of an activity report and a balance sheet;

3.2.6 submit to the exerciser of the rights of a founder a report on the activities of the Foundation once a year and immediately notify the exerciser of the rights of a founder of any material deterioration of the financial condition of the Foundation and of any other material circumstances related to the activities of the Foundation;

3.2.7 approve the budget, annual activity plan and objectives of the Foundation by the beginning of a financial year at the latest;
3.2.8 appoint an auditor to the Foundation and determine remuneration of the auditor;

3.2.9 approve the annual report;
3.2.10 elect the chairman of the supervisory board;
3.2.11 approve the procedure for use and disposal of the assets of the Foundation;

3.2.12 establish the work procedure of the supervisory board.

3.3. The consent of the supervisory board is required for conclusion of transactions which are beyond the scope of everyday economic activities and, above all, for conclusion of the following transactions and legal acts:

3.3.1 becoming a member of a non-profit association;

3.3.2 the assumption of loans;
3.3.3 the conclusion of transactions exceeding the limits of the budget approved by the supervisory board.

3.4. The supervisory board has the right to:
3.4.1 obtain information concerning the activities of the Foundation from the management board and demand an activity report and preparation of a balance sheet from the management board;
3.4.2 examine the documents of the Foundation and to audit the accuracy of accounting, the existence of assets and the conformity of the activities of the Foundation with the law and the statutes.

3.5. Remuneration may be paid to members of the supervisory board. The amount and payment procedure of the remuneration shall be determined by the Minister of Education and Research, taking into account the terms and conditions specified in the State Assets Act and the procedure established on the basis thereof.

Upon failure to fulfil the obligations specified in clauses 3.13.4 and 3.13.5, the Minister of Education and Research may decide to suspend the payments of remuneration to the chairman of the supervisory board or reduce the remuneration in proportion to the period during which that obligation was not fulfilled.

Part 2
Requirements for candidate members of the supervisory board, number and term of authority of members of the supervisory board, appointment, resignation and removal of members of the supervisory board

3.6. The supervisory board shall have up to seven (7) members. Members of the supervisory board shall be appointed and removed by a decision of the Minister of Education and Research, taking into account the requirements for candidate members of the supervisory board as specified in clause 3.7¹. The Minister of Education and Research shall appoint one member of the supervisory board on the basis of a proposal of the Minister of Finance, one member of the supervisory board on the basis of a proposal of the Minister of Economic Affairs and Communications and one member of the supervisory board on the basis of a proposal of the Minister of Social Affairs. The term of authority of a member of the supervisory board shall be five (5) years.

3.7. The authority of a member of the supervisory board shall commence as of the date of entry into force of a resolution to appoint him or her as a member of the supervisory board and shall expire on the date of entry into force of a resolution to remove him or her from the supervisory board.

3.7¹ A member of the supervisory board shall not be:
3.7¹.1 a sole proprietor operating in the same economic activity as the Foundation
3.7¹.2 a partner in a general partnership or a general partner in a limited partnership operating in the same economic activity as the Foundation;
3.7¹.3 a person whose shares or stock represent at least 1/10 of the share or stock capital in a company operating in the same economic activity as the Foundation;
3.7¹.4   a member of a dire body of a company operating in the same area of activity as the Foundation, unless that company is a company with state participation or belongs to the same group;
3.7¹.5 a person whose wrongful act or omission has led to a person’s bankruptcy and less than five years have passed since declaration of bankruptcy;
3.7¹.6 a person whose wrongful act or omission has led to the activity licence issued to a legal person being declared invalid and less than five years have passed since declaration of the activity licence invalid;
3.7¹.7 a person who has a prohibition on business and less than five years have passed since expiry of the prohibition on business;
3.7¹.8 a person whose wrongful act or omission has caused damages to a legal person and less than five years have passed from compensation for damage;

3.7¹.9 a person who has been punished for an economic criminal offence, criminal official misconduct or a criminal offence against property, and information concerning the punishment has not been expunged from the punishment register;
3.7¹.10 a person who has significant business interests with the legal person in private law, expressed, inter alia, in the possession of a significant holding for the purposes of § 9 of the Securities Market Act or membership in the directing bodies of a company that is a significant seller or purchaser of the goods or provider or customer of the services of that legal person in private law.

3.8. The Minister of Education and Research has the right to remove a member of the supervisory board at any time, regardless of the reason. The minister who proposed a member of the supervisory board may submit to the Minister of Education and Research at any time, regardless of the reason, a proposal to remove the respective member of the supervisory board and appoint a new member of the supervisory board. The removed member is not eligible for any kind of compensation.

3.9. A member of the supervisory board may resign from the supervisory board at his or her own request. The member of the supervisory board shall notify the minister who proposed the member or the Minister of Education and Research and the chairman of the supervisory board of such wish in writing at least one (1) month in advance. The authority of a member of the supervisory board shall expire pursuant to the procedure set out in clause 3.7.

3.10. Members of the supervisory board may be appointed and removed at the request of an interested person or on its own initiative by a court if the person who is obligated to appoint or remove a member of the supervisory board fails to fulfil this obligation.

Part 3
Chairman of the supervisory board

3.11. The supervisory board shall elect a chairman of the management board from among themselves. A meeting to elect a chairman of the supervisory board has a quorum if at least two-thirds of the members of the supervisory board participate in voting.

3.12. In the absence of the chairman of the supervisory board, he or she shall be substituted for by a member of the supervisory board appointed by the chairman of the supervisory board as a substitute. If the chairman of the supervisory board has not appointed a substitute, the longest-serving member of the supervisory board shall substitute for the chairman.

3.13. The chairman of the supervisory board shall:
3.13.1 submit proposals to the supervisory board for adoption of resolutions on matters within the competence of the supervisory board;
3.13.2 conclude agreements with the members of the management board for and on behalf of the Foundation and represent the Foundation in other events provided for by the law and these statutes;
3.13.3 in exceptional cases, organise the adoption of resolutions without calling a meeting and  shall inform all members of the supervisory board of the resolutions adopted in such a manner;

3.13.4 submit the agenda of a meeting of the supervisory board to the Minister of Education and Research and the Minister of Finance at least three working days before holding the meeting and a copy of the minutes of the meeting as well as other materials of the meeting within one month after holding the meeting;
3.13.5 upon adoption of a resolution of the supervisory board without calling a meeting, submit the draft resolution to the Minister of Education and Research and the Minister of Finance simultaneously with submitting the draft to the members of the supervisory board, and a record of voting or results of voting within five working days after the voting took place.

Part 4
Meetings of the supervisory board

3.14. Meetings of the supervisory board can be ordinary and extraordinary. Ordinary meetings of the supervisory board shall be held as necessary, but at least four (4) times a year. An extraordinary meeting of the supervisory board shall be called immediately if this is demanded by a member of the supervisory board, the management board or an auditor of the Foundation. Meetings of the supervisory board shall be held at the location of the Foundation unless otherwise agreed by the members of the supervisory board.

3.15. Notice of an ordinary meeting of the supervisory board shall be given to members of the supervisory board at least ten (10) calendar days in advance. Notice of an extraordinary meeting of the supervisory board shall be given to members of the supervisory board at least five (5) calendar days in advance. The notice calling a meeting shall be sent by post or e-mail to the address given by the body that appointed the member of the supervisory board.

3.16.  A notice calling a meeting of the supervisory board shall set out:
3.16.1 the time and place of the meeting;
3.16.2 the agenda of the meeting;
3.16.3 other relevant circumstances related to the meeting.

3.17. A meeting of the supervisory board has a quorum if all members of the supervisory board have been invited in accordance with the requirements and more than one-half of the members of the supervisory board are present in person unless otherwise provided for by the law or these statutes.

3.18. Minutes shall be taken of meetings of the supervisory board in accordance with the requirements established by the Minister of Finance with regard to the preparation of minutes of meetings of the supervisory board of a foundation and the information to be recorded in the minutes. The minutes of a meeting of the supervisory board shall be signed by all members of the supervisory board participating in the meeting.

Part 5
Resolutions of the supervisory board

3.19. The supervisory board shall adopt resolutions at a meeting of the supervisory board. Each member of the supervisory board shall have one vote. A member of the supervisory board does not have the right to abstain from voting or to remain undecided. The election is public.

3.20. Resolutions of the supervisory board shall be adopted by a simple majority of votes unless the statutes prescribe a greater majority requirement. Upon an equal division of votes, the chairman of the supervisory board shall have a deciding vote.

3.21. The supervisory board may adopt resolutions without calling a meeting. In order to adopt a resolution without calling a meeting, the chairman of the supervisory board shall send a draft resolution to the members of the supervisory board and determine the term for written replies which may not be shorter than three (3) days.

3.22. A resolution is deemed to have been adopted without calling a meeting if all members of the supervisory board vote in writing in favour of the meeting. The chairman of the supervisory board shall organise the preparation of a record of voting which shall set out, inter alia, the adopted resolutions with the voting results, including the members of the supervisory board by name who voted in favour of the resolution. Written positions of the members of the supervisory board shall be appended to the record of voting. A copy of the record of voting shall be sent to the members of the supervisory board at the latest within seven (7) calendar days.

Chapter 4
MANAGEMENT BOARD OF THE FOUNDATION
Part 1
General provisions

4.1. The Foundation shall be managed and represented by the management board. The management board shall adhere to the lawful orders of the supervisory board.

4.2. The management board shall:
4.2.1 notify the register of any change in the data submitted to the register;
4.2.2 submit to the supervisory board an overview of the activities and financial condition of the Foundation at least once a quarter;
4.2.3 organise the accounting of the Foundation;
4.2.4 prepare the budget, the activity plan and measurable annual objectives of the Foundation and submit thereof to the supervisory board for approval;
4.2.5 monitor the fulfilment of the budget of the Foundation;
4.2.6 prepare the annual report of the Foundation;
4.2.7 present the annual report to the auditor for auditing and thereafter not later than three (3) months after the end of the financial year to the supervisory board for approval. Present a copy of the audited annual report to the Ministry of Education and Research, the Ministry of Finance and the National Audit Office not later than four (4) months after the end of the financial year, and to the register within six months after the end of a financial year;
4.2.8 give its opinion to the supervisory board for appointment of an auditor and for establishment of the procedure for remuneration of the auditor;
4.2.9 submit a demand to call a meeting of the supervisory board if necessary;
4.2.10 set up the structural units necessary for fulfilling the main tasks of the Foundation;
4.2.11 fulfil any other tasks necessary for achieving the objective of the Foundation unless otherwise prescribed by the law or these statutes.

4.3. Remuneration corresponding to the tasks of a member of the management board and the financial condition of the Foundation shall be paid to the member of the management board based on the contract with the member of the management board. If a member of the management board fulfils also other tasks necessary to the Foundation in addition to the tasks of a member of the management board, remuneration may be paid for those additional tasks only if it is prescribed in a contract with the member of the management board. A member of the management board may be paid additional remuneration based on his or her performance. The amount of the additional remuneration shall be substantiated, whereat fulfilment of the objectives set for the Foundation shall be taken into account. The total amount of the additional remuneration paid during a financial year may not exceed the amount of four times the average monthly remuneration paid to the member of the management board during a previous financial year;
4.3.1 A member of the management board may be paid compensation for termination of a contract with him or her only upon removal on the initiative of the supervisory board before expiry of the term of his or her authority. The compensation for termination of a contract with a member of the management board may be paid in the amount of up to three months' remuneration applicable at the time of his or her removal.

Part 2
Members of the management board

4.4. The management board shall have up to four members. Members of the management board shall be appointed and removed by the supervisory board. Members of the management board shall be appointed for five (5) years. The supervisory board may remove a member of the management board at any time, regardless of the reason. The rights and obligations arising from a contract concluded with the member of the management board shall terminate pursuant to the contract.

4.5. Each member of the management board may represent the Foundation alone and grant authority for the performance of legal acts or representation of the Foundation. A member of the management board may not conclude a transaction with himself or herself or with persons represented by the member or the management board or to whose representative body the member belongs; nor transactions which would create the basis for suspecting him or her of relationships involving a risk of corruption. The right of the members of the management board to represent the Foundation may be restricted with a resolution of the supervisory board.

4.6. If the management board has more than two members, the chairman elected by the members of the management board shall organise the activities of the management board.

4.7. A member of the management board has the right to resign from the management board at his or her request at any time. A member of the management board who wishes to resign shall notify the chairman of the supervisory board of such a wish at the latest thirty (30) calendar days in advance.

Chapter 5

AUDITOR OF THE FOUNDATION, INTERNAL AUDIT AND INTERNAL AUDITOR

5.1. The number of auditors shall be specified and the auditor(s) shall be appointed by the supervisory board that shall also determine the procedure for remuneration of auditor(s). The supervisory board has the right to remove the auditor(s) at any time, regardless of the reason.

5.2. An auditor may be appointed for two (2) years. The consent of the auditor is required for the appointment of the auditor.

5.3. The management board of the Foundation shall ensure the functionality of the internal audit system. The exerciser of the rights of a founder may demand a special audit and appoint a structural unit of the organisation managed by the exerciser of the rights of a founder for that purpose.

5.4. The Foundation shall create a position of internal auditor or outsource the service of internal auditor from an audit company if the balance sheet total of the Foundation is more than two million euros as of the balance sheet date of the financial year or the income of the financial year is over two million euros. The Foundation may decline to create the position of internal auditor or outsource the service of internal auditor from an audit company if it proves to be economically feasible in the judgement of the supervisory board. A resolution of the supervisory board to this effect shall be prior approved by the exerciser of the rights of a founder.

Chapter 6
ASSETS OF THE FOUNDATION

6.1. The Foundation is the owner of its assets. The assets of the Foundation shall be used for achieving the objective of the Foundation. The possession, use and disposal of the assets of the Foundation shall be exercised by the management board pursuant to the procedure provided for by the law and these statutes, taking into account the restrictions arising from resolutions of the supervisory board, these statutes and legislation.

6.2. The Foundation does not have the right to grant loans or guarantee the fulfilment of debt obligations.

6.3. The assets of the Foundation shall consist of:
6.3.1the assets handed over to the Foundation on the basis of the foundation resolution;
6.3.2 specific-purpose allocations, donations, subsidies and other funds allocated by third parties;
6.3.3 funds received by the Foundation from performance of concluded contracts or in any other manner in the course of the activities of the Foundation;
6.3.4 other receipts.

6.4. Non-monetary assets handed over to the Foundation shall be received by the management board. The management board shall make the operations necessary for transfer of the assets into the ownership of the Foundation and prepare the necessary documents. The monetary assets handed over to the Foundation shall be transferred to the bank account of the Foundation. The supervisory board of the Foundation may determine a more detailed procedure for transfer of the assets.

6.5. An agreement shall be concluded with the person transferring specific-purpose assets to the Foundation if so requested by the transferor and the agreement shall set out the legal demands of the transferor of the assets with regard to the purpose and manner of use of the assets, as well as the duty to pay contractual penalty, taking into account the requirements specified in the State Assets Act concerning free-of-charge acquisition of immovable properties or rights of superficies. A report on the use of the assets shall be submitted to the transferor of the assets if so demanded by the latter.

6.6. Settlements of the Foundation shall be made through the State Treasury.

Chapter 7
AMENDMENT OF THE STATUTES

7.1. The statutes may be amended to take into account any changed circumstances and bearing in mind the objective of the Foundation.

7.2. The founder and the supervisory board have the right to amend the statutes, based on clause 7.1 of the statutes.

7.3. A resolution on amendment of the statutes shall be adopted if at least two-thirds (2/3) of the votes of the members of the supervisory board are in favour and the founder has given its prior consent to the adoption of the resolution on amendment of the statutes.

Chapter 8
DISSOLUTION, MERGER AND DIVISION

8.1. The foundation may be dissolved by a resolution of the Minister of Education and Research on the basis of the authorisation from the Government of the Republic. The Foundation shall be resolved when achievement of the objective of the Foundation has become impracticable or impossible.

8.2. The management board shall submit a bankruptcy petition when it becomes evident that the liabilities of the Foundation exceed its assets.

8.3. Dissolution of the Foundation shall take place pursuant to the procedure prescribed by the law.

8.4. After satisfaction of all claims of creditors, the remaining assets shall be transferred to the Republic of Estonia.

8.5. The merger and division of the Foundation shall be decided by the Minister of Education and Research on the basis of the authorisation from the Government of the Republic.

The statutes of the Foundation for Lifelong Learning Development Innove have been approved on the thirtieth day of September in two thousand three (30.09.2003). The first amendment of the statutes was adopted at a meeting of the supervisory board of the Foundation on the twenty-ninth day of September in two thousand four (29.04.2004) and the second amendment was adopted on the twenty-ninth day of November in two thousand six (29.11.2006). The third amendment was made in accordance with a resolution adopted by a meeting of the supervisory board on the sixth day of September in two thousand seven (06.09.2007) and the voting of the supervisory board of the Foundation that took place on the fifth day of October in two thousand seven (05.10.2007). The fourth amendment was adopted at a meeting of the supervisory board on the twenty-ninth day of June in two thousand ten (29.06.2010). The fifth amendment was adopted at a meeting of the supervisory board on the ninth day of December in two thousand eleven (09.12.2011).