I GENERAL PROVISIONS
1.1 The name of the foundation is the Foundation Environmental Investment Centre (hereinafter EIC).
1.2 The founder of EIC is the Republic of Estonia and the founder’s rights are exercised by the Ministry of Finance.
1.3 The location of EIC is Tallinn.
1.4 EIC is founded for an unspecified term.
II THE PURPOSE OF EIC
2.1 The purpose of EIC is funding of projects, which are oriented at preserving of the environmental condition, renewal of natural resources, and remedying of environmental damage.
2.2 Based on the purpose specified in article 2.1, the duties of EIC are:
2.2.1 to fulfill the administrative duty arising from the Environmental Charges Act;
2.2.2 to fulfill the administrative duty of an implementing body of structural aid;
2.2.3 to perform other duties assigned based on the law;
2.2.4 to organize the use of other donations, appropriations and loans for the intended purpose of the use of the funds received to the state budget from environmental charges.
2.3 EIC shall fulfill its purpose by granting loans, aid or guarantees or in another manner which is not in conflict with relevant acts of law. Thereat, EIC may organize mediation of loans, aid or guarantees without being the party granting the loans, aid or guarantees.
2.4 EIC may take loans to fulfill its purpose or enter into loan or financial lease contracts for this purpose or participate in an enterprise, the activities of which are directly connected to achievement of the purpose of EIC only on the basis of a unanimous decision adopted by all members of the Supervisory Board.
III THE PROCEDURE OF TRANSFER OF ASSETS TO EIC AND THE SETTLEMENTS AND BUDGET OF EIC
3.1 The sources of the assets of EIC are:
3.1.1 the assets transferred to EIC upon establishing of EIC;
3.1.2 appropriations from the state budget;
3.1.3 appropriations from the budgets of rural municipalities and towns;
3.1.4 donations and targeted appropriations from foreign countries, foreign legal and natural persons, and international organizations;
3.1.5 other donations and appropriations;
3.1.6 the financial revenue of EIC;
3.1.7 other assets transferred to EIC.
3.2 The cash transferred to EIC shall be transferred to the e-treasury account of EIC. Other assets transferred to EIC shall be received by the Management Board of EIC with a respective instrument drawn up. If desired by the person transferring the assets, a contract shall be entered into with the person by EIC, which shall specify all terms and conditions of transferring the assets.
No obligations may be placed on EIC by transferring any assets, which are not in conformity with the purposes of EIC or which grant the person transferring the assets preferential terms or conditions compared to other persons entitled to payments.
3.3 The assets of EIC shall be used for the purposes provided for in the legislation and the Statutes. The assets shall be controlled by the Management Board in the extent and pursuant to the procedure determined by the Supervisory Board.
3.4 The assets transferred to EIC shall be used pursuant to the donor’s wishes, unless such wishes are in conflict with the law or these Statutes.
3.5 By entry into a contract for acquiring of an immovable property or building rights from the state free of charge, EIC shall undertake to compensate to the state 65% of the usual value of the property as at the moment of acquiring the property in the event of transfer of the property or building rights being granted for a property in the favor of a legal person governed by private law within 10 years from acquiring of the property. The compensation shall be transferred to the administrator of state assets that the property was acquired from.
By the above mentioned contract, EIC shall undertake to pay a contractual penalty of at least 25% of the usual value of the property as at the time of transfer of the property in the event of untargeted use of the property.
3.6 As of 01.01.2011, all accounts shall be settled through the treasury.
3.7 A balanced budget shall be drawn up for all revenues and expenditure of EIC, which shall be in conformity with the financial plan of the foundation, with the budget position rules specified in § 6, the net debt rule specified in § 10 and the restrictions established in § 11 of the State Budget Act.
3.8 Every year, EIC shall draw up and submit to the Ministry of Finance a financial plan pursuant to the requirements established in § 12 of the State Budget Act or the regulation enforced on the basis thereof, which shall form the basis for drawing up the budget of EIC.
IV SUPERVISORY BOARD
4.1 The highest management body of EIC shall be the Supervisory Board.
4.2 The Supervisory Board shall plan the activities of EIC, organize the management of EIC and monitor the activities of the Management Board.
4.3 The Supervisory Board shall consist of 9 members of whom four shall be named by a resolution of the Riigikogu on a proposal of the Environmental Committee of the Riigikogu and four by the authority exercising the founder’s rights, taking into consideration the provisions of Chapter VI of the Statutes. The Minister of the Environment shall serve as a member of the Supervisory Board based on his or her position. The authority exercising the founder’s rights shall name three members of the Supervisory Board on a proposal of the Minister of the Environment. Members of the Supervisory Board shall be appointed for five years. The person who appointed a member shall have the right to remove the member at any time.
4.4 Members of the Supervisory Board shall elect the Chairman of the Supervisory Board among themselves who shall organize the activities of the Supervisory Board.
4.5 The Supervisory Board of EIC shall:
4.5.1 appoint and remove members of the Management Board;
4.5.2 determine the competence of the Management Board;
4.5.3 determine the use of the assets and funds appropriated for targeted use;
4.5.4 approve the annual goals and the budget no later than by the beginning of the financial year;
4.5.5 approve the annual report;
4.5.6 appoint and remove the auditor;
4.5.7 establish the principles for granting and taking loans;
4.5.8 approve the financing programs drawn up for following the Environmental Charges Act;
4.5.9 make decisions regarding activities outside of the framework of the daily economic activities;
4.5.10 make decisions regarding other issues arising in the course of the activities of EIC, unless such decision-making is in conflict with the law or assigned to the competence of the Management Board of EIC.
4.5.11 in the end of the financial year, draw up an overview of how the activities of EIC have been organized, managed and monitored by the Supervisory Board, indicating the amount of the remuneration paid to the members of the Supervisory Board and the Management Board in the course of the financial year and participation of the members of the Supervisory Board in the meetings of the Supervisory Board.
4.6 The Supervisory Board shall represent EIC in disputes and transactions with the members of the Management Board.
4.7 The Supervisory Board shall establish the rules of procedure of the Supervisory Board.
4.8 Meetings of the Supervisory Board shall be organized as and when required, but at least four times per year. The members of the Supervisory Board shall be summoned pursuant to the procedure established by the Supervisory Board. The Chairman of the Supervisory Board shall submit to the Minister of Finance the agenda of a meeting of the Supervisory Board at least three working days prior to the date on which the meeting takes place.
4.9 A Supervisory Board meeting shall have a quorum with the participation of more than a half of the members of the Supervisory Board. A decision of the Supervisory Board shall be deemed adopted if more than a half of the participants in the meeting vote in the favor of the decision. In the event of equal distribution of votes, the vote of the Chairman of the Supervisory Board shall be decisive.
4.10 The Supervisory Board may make a decision without calling a meeting with the consent of all members of the Supervisory Board. The procedure of making decisions in the above mentioned manner may be specified in the rules of procedure of the Supervisory Board of EIC. In the event of adoption of a decision of the Supervisory Board without calling a meeting, the Chairman of the Supervisory Board shall submit a draft of the decision simultaneously to the Minister of Finance and the members of the Supervisory Board and, within five working days after the voting, the record of the vote or the results of the vote shall be sent.
4.11 Minutes shall be taken of Supervisory Board meetings. The minutes shall be signed by all participants in the meeting or by all members of the Supervisory Board, who participated in a written vote, and the person who drew up the minutes. Differing opinions of members of the Supervisory Board shall be specified in the minutes of the meeting. The minutes shall be drawn up based on the requirements established by the Minister of Finance, if such requirements have been established. The Chairman of the Supervisory Board shall submit the minutes with the materials of the meeting to the Minister of Finance within one month from the date on which the meeting takes place.
4.12 A member of the Supervisory Board may not take part in a vote to decide execution of a transaction with the member or a person related to the member or a person having an equal economic interest with the member or a vote to decide initiation or closing of a court action against the member by EIC.
4.13 The remuneration paid to a member of the Supervisory Board shall be decided by the authority executing the founder’s rights based on the following principles:
4.13.1 equal remuneration shall be allocated to all members of the Supervisory Board, unless provided otherwise in the law. Higher pay may be allocated to the Chairman of the Supervisory Board. Further remuneration may be allocated to a member of the Supervisory Board in connection with his or her participation in the activities of the auditing committee or another body of the Supervisory Board;
4.13.2 participation of a member of the Supervisory Board in the Supervisory Board meetings and in activities of the bodies of the Supervisory Board shall be taken into consideration in payment of remuneration to a member of the Supervisory Board;
4.13.3 no compensation shall be paid upon removal of a member of the Supervisory Board from the Supervisory Board;
4.13.4 in the event of a failure of the Chairman of the Supervisory Board of EIC to perform the duties assigned to him or her by clauses 4.8, 4.10 and 4.11 of the Statutes, the person who determined the amount of the remuneration to be paid to the Chairman may decide to withhold payment of the remuneration or reduce the amount of the remuneration proportionate to the period during which the duty in question was not performed;
4.13.5 pursuant to subsections 4 (3), 521 (6), 79 (4), and 83 (6) of the Government of the Republic Act, the Supervisory Board member’s remuneration shall not be paid to a minister, assistant minister, the State Secretary, or a county governor.
4.14 The composition of the Supervisory Board and any changes made in the composition as well as the amounts of the remuneration allocated to the members shall be published on the website of EIC within five (5) working days from the date on which the respective decisions are made.
V MANAGEMENT BOARD
5.1 EIC shall have a Management Board of up to three members, which shall manage and represent EIC and control the assets of EIC within the framework of the authorizations arising from the Statutes and granted by the Supervisory Board. Each member of the Management Board may represent EIC in all legal acts. The member(s) of the Management Board shall be appointed by the Supervisory Board for three years.
5.2 The Management Board of EIC shall:
5.2.1 fulfill all decisions and orders from the Supervisory Board and organize the daily work of EIC;
5.2.2 represent EIC in relationships with third parties within the framework of the authorizations of the Management Board;
5.2.3 submit to the Supervisory Board at least once in every four months a report of the economic activities and economic condition of EIC and report to the Supervisory Board regarding the activities of EIC in other manners;
5.2.4 organize reviewing, systemizing and evaluation of the applications submitted to EIC to receive funding on the basis of the Environmental Charges Act and submission of the applications to the Supervisory Board;
5.2.5 make decisions regarding granting of structural aid and perform the related operations within the competence of the implementing unit and make the decisions and perform the operations related thereto or arising wherefrom;
5.2.6 organize control over targeted use of the funds of EIC;
5.2.7 organize the accounting of EIC and submit the annual accounts to the Supervisory Board of EIC for approval;
5.2.8 perform other duties arising from legislation and contracts;
5.2.9 do everything in its power to fulfill the purpose of EIC.
5.3 In its activities, the Management Board shall follow the lawful orders and restrictions issued by the Supervisory Board.
5.4 The Supervisory Board may remove a member of the Management Board at any time irrespective of the reason.
5.5 Remuneration of a member of the Management Board:
5.5.1 remuneration may only be paid to a member of the Management Board based on the contract with a member of the management board entered into with the person. In the case of a member of the Management Board performing other duties necessary for EIC in addition to the duties of a member of the Management Board, remuneration may be paid for such duties if payment of such remuneration is specified in the contract with the member of the management board;
5.5.2 additional remuneration may be paid to a member of the Management Board taking into consideration the efficiency of his or her work. The amount of the additional remuneration shall be justified; thereat, achievement of the goals set for EIC shall be taken into consideration. The total amount of the additional remuneration paid in the course of a financial year may not be higher than four times the average monthly pay paid to a member of the Management Board in the previous financial year;
5.5.3 severance pay may only be paid to a member of the Management Board in the event of removal of the member on the initiative of the Supervisory Board prior to expiry of his or her term of office. Severance pay may be paid in the extent of up to three months’ remuneration applicable at the time of removal of the member of the Management Board.
5.6 The composition of the Management Board and any changes made in the composition shall be published on the website of EIC within five (5) working days from the date on which the respective decision is made.
VI CRITERIA FOR THE SUPERVISORY BOARD AND MANAGEMENT BOARD MEMBERS
6.1 The following persons shall not be members of the Supervisory Board or the Management Board:
6.1.1 persons whose culpable acts or omissions have resulted in the bankruptcy of any person;
6.1.2 persons whose culpable acts or omissions have resulted in the withdrawal of an activity license issued to a legal person;
6.1.3 persons who are subject to a disqualification from holding director’s, liquidator’s or registered representative’s positions and from pursuing a business as a self-employed person;
6.1.4 whose culpable acts or omissions have caused harm to a legal person;
6.1.5 who have been convicted of an economic criminal offence or of a criminal offence related to the office held, or of a criminal offence against property;
6.1.6 who have important business interests in relation to EIC which, among other things, take the form of holding a qualifying interest in EIC within the meaning of section 9 of the Securities Market Act (hereinafter, the “qualifying interest”) or the form of being a member of a governing body of a company which is an important seller or buyer of the goods offered by EIC, or who provides services to or commissions services from EIC.
6.2 The restrictions specified in clauses 6.1.1–6.1.4 shall be applicable for five years after declaration of the bankruptcy, declaration of the activity license invalid, expiry of the disqualification, or payment of compensation for damages.
6.3 The disqualification provided in article 6.1.5 shall not be extended to persons whose conviction has been spent.
6.4 The following persons shall not be members of the Supervisory Board:
6.4.1 self-employed persons operating in the same area of activity with EIC;
6.4.2 shareholders of general partnerships or general partners of limited partnerships operating in the same area of activity with EIC;
6.4.3 persons whose shares represent at least one-tenth of the share capital of an enterprise operating in the same area of activity with EIC;
6.4.4 members of management bodies of enterprises operating in the same area of activity with EIC, unless the enterprise is a government invested enterprise or an enterprise included in the same group with such enterprise.
VII REPORTS AND THE AUDITOR
7.1 The financial year of EIC shall begin on January 1 and end on December 31. EIC shall organize its accounting based on the legislation regulating accounting and the generally accepted accounting principles.
7.2 Every year, the Supervisory Board of EIC shall appoint an auditor for auditing the annual report and determine the auditor’s fee. The Supervisory Board may remove the auditor at any time irrespective of the reason.
7.3 The Management Board shall draw up the annual report and management report pursuant to the procedure provided for in the law and in the Statutes and submit the documents to the auditor so that the Supervisory Board will be able to approve the audited report prior to expiry of the deadline specified in the law and in the Statutes.
7.4 The Management Board shall submit a copy of the audited and approved annual report and the report specified in clause 4.5.11 to the Ministry of Finance and the National Audit Office no later than 4 months after the end of the financial year.
7.5 EIC shall publish on its website the income statement, the balance sheet and the cash-flow statement once per quarter no later than by the end of the month following the end of the quarter.
7.6 EIC shall ensure functioning of the internal auditing system.
7.7 EIC shall form the position of an internal auditor or subcontract the internal auditing service from a firm of auditors. EIC may forego formation of the internal auditor’s position or subcontracting of the internal auditing service with the founder’s prior consent and based on the decision of the Supervisory Board if this may prove unreasonable form the economic perspective according to the assessment of the Supervisory Board.
7.8 The Supervisory Board shall form an auditing committee pursuant to the procedure established in the legislation. The auditing committee shall be tasked with advising of the Supervisory Board in the areas of accounting, auditing, risk management, internal control and auditing, monitoring, drawing up of the budget, and approval of the annual report as well as with respect to lawfulness of the activities.
7.9 The authority exercising the founder’s rights shall have the right to request conducting of a special audit and use a structural unit of the institution managed by the founder to conduct the audit.
VIII AMENDMENT OF THE STATUTES AND ELMINATION OF EIC
8.1 The Statutes of EIC may be amended on the terms and conditions and pursuant to the procedure established by the Authority Exercising the Founder’s Rights Act.
8.2 In the case of elimination of EIC, the assets remaining after satisfaction of all creditors’ claims and depositing of cash shall be returned to the persons who transferred the assets to EIC. If such persons cannot be identified or specific assets cannot be separated, the assets shall be transferred to the authority exercising the founder’s rights.
8.3 Any merger or division of EIC shall be decided by the authority exercising the founder’s rights only on the basis of an authorization issued by the Government of the Republic. EIC may only merge with a foundation of a similar purpose.
The Statutes were approved with Directive No. 64 of the Minister of Finance of 25.04.2014.