2.4.1. It is recommended that an appropriate proportion of the board of directors be independent.
If the board of directors (excluding employee representatives) is composed of
- up to four members, at least one member should be independent,
- between five and eight members, at least two members should be independent, or
nine to eleven members, at least three members should be independent, and so on.
To be considered independent, this person may not, for example:
- be or within the past three years have been a member of the executive board or senior employee in the foundation or a subsidiary or associated company to the foundation,
- within the past five years have received larger emoluments, including distributions or other benefits from the foundation/group or a subsidiary or associated company to the foundation in other capacity than as a member of the board of directors or executive board of the foundation,
- within the past year have had a significant business relationship (e.g. personal or indirectly as a partner or employee, shareholder, customer, supplier or member of the executive management of companies with corresponding connection) with the foundation/group or a subsidiary or associated company of the foundation,
- be or within the past three years have been employed or partner at the external auditor,
- have been a member of the board of directors or executive board of the foundation for more than 12 years,
- be a close relative or in another way be very close to persons who are not considered as independent,
- be the founder or a significant donor if the purpose of the foundation is to grant support to this person’s family or others who are especially close to this person, or
- be a member of the management of an organization, another foundation or similar which receives or repeatedly within the past five years has received significant donations from the foundation.