STATUTES OF THE STATE INFOCOMMUNICATION FOUNDATION
NAME AND LOCATION
1. The name of the foundation is the State Infocommunication Foundation (hereinafter referred to as “the Foundation”).
2. The location of the Foundation is the Republic of Estonia, Tallinn.
GOALS AND TASKS
3. The Foundation was established on 12 December 2000, with order No. 1008-K of the Government of the Republic (hereinafter referred to as “the Founder”) to administer and use state assets of behalf of the state for the fulfilment of the following goals and tasks specified in the statutes:
3.1. providing unified infocommunication services (incl. telephone, data and radio communications services; hereinafter referred to as “IC-Services”), cloud services, server housing services, server room rental services and related support services to state-budgeted institutions, agencies, legal persons, representations, and to companies providing the vital services. Ensuring the high availability of aforementioned services and information security;
3.2. fulfilling the obligations prescribed by external agreements with the state, which include providing maritime safety and ensuring the availability of communications between ships and the coast;
3.3. working out and developing infotechnology-based specific research programmes of the state;
3.4. guaranteeing reliability and continuous functioning of the maritime communications networks of vital services and uninterrupted communications;
3.5 providing cloud services, server housing services, server room rental services and related support services including consultation services to state financed institutions, agencies, legal persons.
3.5.1 Development and management of state owned data centers.
4. According to order No. 1008 of the Government of the Republic issued on 12 December 2000, the practitioner of the founder’s rights of the Foundation was the Ministry of Transport and Communications, the legal successor of which is now the Ministry of Economic Affairs and Communications (hereinafter referred to as “the Practitioner of Founder’s Rights”).
5. The Foundation does not provide publicly available communications services.
ASSETS AND SOURCES OF FINANCING
6. The assets of the Foundation are formed from the assets that the Founder transferred to the Foundation according to the foundation resolution, from the income of activities and transactions and other legal sources (incl. donations).
7. The sources of financing the Foundation are state-budgeted and targeted means, and other financial means received for fulfilling the tasks and state programmes specified in the statutes of the Foundation and from programmes of foreign aid.
8. The Foundation is obliged to manage its assets prudently and take care of preserving the assets and possibly increase the value.
9. The money given to the Foundation with its establishment is transferred to the bank account of the Foundation and other assets are transferred to the possession of the management. The transfer of the money to the Foundation is documented in a respective contract.
10. The specific order of receiving the money is determined by the council.
11. The Foundation possesses, uses and disposes of the assets only for the achievement of the goals specified in the statutes. As for the purpose of achieving the goals of the Foundation, the assets can be used and disposed of in economic activities, unlimited by legal acts. The council and management board of the Foundation decide upon the use and disposal of assets in accordance with legal acts and the statutes.
12. Foundation keeps balanced budget accordance with foundation finance planning and State Budget Act budget position, net debt rules and restrictions.
13. Foundation creates and submits annual financial plan in accordance with State Budget Act, which is base for foundations budget planning.
14. The beneficiary of the Foundation is the Republic of Estonia through its institutions and other persons decided upon by the council.
15. The invoicing of the Foundation is performed through the state treasury.
16. The Foundation is not allowed to grant or provide a loan for the Founder, the Practitioner of Founder’s Rights, members of the management board or the Council, nor any other person with equal economic interest, if it is not provided differently in legal acts.
17. The Foundation is not allowed to be a partner in a general partnership, a general partner in a limited partnership or to manage a general or limited partnership.
18. In the contract of free acquisition of immovable property or right of superficies, the Foundation takes responsibility for using the assets for specific purposes and paying the contractual penalty as provided in valid legislation.
19. The specific order of using and disposing of the assets and the order of performing the economic activities of the Foundation are prescribed by the decision of the Council.
20. The management bodies of the Foundation are the Council and the Management Board.
21. A person is not allowed to be a member of the Foundation’s management body if:
21.1. their wrongful action or failure to act has brought about bankruptcy;
21.2. their wrongful action or failure to act has brought about the declaration of invalidity of an activity licence issued to a legal person;
21.3. they have a prohibition on business;
21.4. their wrongful action or failure to act has brought about damage to a legal person;
21.5. they have been punished for economic, professional or property crime;
21.6. they have significant business interests in relation to this legal person in private law, which are expressed by major holding of the given legal person for the purposes of § 9 in the Securities Market Act (hereinafter referred to as “major holding”) or by belonging into the management body of an incorporated entity that is a substantial seller or buyer of goods, or provider or subscriber of services, to that legal person in private law.
22. The limitations specified in Points 19.1–19.4 of the statutes are valid five (5) years after announcing bankruptcy, declaring invalidity of the activity licence, end of prohibition on business or compensation for damage;
23. The prohibition provided in point 19.5 of the statutes does not extend to persons whose data of punishment has been deleted from the punishment register.
24. The Council plans the strategic action of the Foundation, organises the management of the Foundation and supervises the activity of the Foundation.
25. The Council consists of up to six (6) members. The Practitioner of Founder’s Right appoints the council members from among national officials and/or other qualified persons, out of whom at least one (1) is chosen by the suggestion of the Minister of Finance.
26. A member of the Council cannot be:
26.1. a self-employed person who operates in the same economic field as the Foundation, while being not a co-founder of the Foundation;
26.2. a partner in general partnership or a general partner in limited partnership who operates in the same economic field as the Foundation, while the person or their general or limited partnership is not a co-founder of the Foundation;
26.3. a person who holds at least 1/10 of shares in a private limited company or a share capital company which operates in the same economic fields as the Foundation, while the person or the company to which he belongs, is not a co-founder of the Foundation;
26.4. a member of the management body of a company which operates in the same economic field as the Foundation, except when it is a company with state participation, a company which belongs to the same group as the latter company or a company which has co-founded the Foundation.
27. In the first meeting, the members of the Council, by simple majority, will choose a Chairman of the Council from among themselves who organises the work of the Council.
28. The time limit of the powers of the council members (membership) is five (5) years. The powers of the council members are extended until the new members are appointed.
29. The Practitioner of Founder’s Rights shall remove the council members.
30. A member of the Council may resign from the Council regardless of the reason, by notifying the Practitioner of the Founder’s Rights about it. The rights and responsibilities of the Council member shall be dissolved in an order provided by the legal acts.
31. The Practitioner of the Founder’s Rights shall determine the amount of remuneration for the council members.
32. The council members shall have an equal remuneration, in case the laws of the Government of the Republic do not prescribe differently. The Chairman of the Council might be designated a greater remuneration. A member of the Council might be designated additional remuneration in relation to participation in the activity of an audit committee specified in the Authorised Public Accountants Act or in any other body of the Council.
33. When paying the remuneration for a council member, participation in the meetings of the Council and its body is taken into consideration.
34. When a member of the Council is being removed from the Council, he or she will receive no compensation.
35. If the Chairman of the Council does not fulfil the obligations given in Point 39 of the Statutes, the Practitioner of Founder’s Rights may decide to stop paying the remuneration to the Chairman of the Council or decrease the remuneration in proportion with the period during which the obligation was unfulfilled.
36. The remuneration of council members shall not be paid to a minister, an assistant minister, a state secretary or to a county governor.
37. The audit committee is a body of the Council, the members of which are paid a remuneration is accordance with the law.
38. The Council has the right to receive information from the management about the activity of the Foundation, and to ask the management to prepare the development strategy, annual action plan, budget, annual accounts and management report of the Foundation.
39. Council meetings are held according to necessity, but at least four (4) times per year. At least seven (7) calendar days before a meeting, written invitations are sent to all council members, which include written summaries of all the issues that will be discussed in the meeting and also projects that the Council has decided upon. Meetings are summoned by the Chairman of the Council or a substituent council member. Meetings are also summoned when a member of the Council, the Management Board or an auditor demands such.
40. The meeting of the Council is valid only if more than half of the council members are present, including the Practitioner of Founder’s Rights. Every member of the Council has one vote. Members of the Council have no right to abstain from voting or remain undecided, except if provided differently by the law. The decision of the Council is accepted, if more than half of the members present in the meeting voted for it. When appointing a person, the candidate who received the most votes will be chosen.
41. The Council must follow the requirements prescribed by the Minister of Finance according to valid laws, in relation to preparing the meeting protocol of the Council of the Foundation and entering data in the protocol, and the Chairman of the Council is obliged to provide the Practitioner of Founder’s Rights and the Minister of Finance with:
41.1. an agenda of the meeting of the Council at least three (3) working days before the meeting and a copy of the protocol together with the materials of the meeting in one month after the meeting;
41.2. a draft of a decision of the Council, during which time it is also sent to council members (without summoning a meeting), in case the decision of the Council is accepted, and voting protocol or voting results in five (5) working days after voting.
42. The protocol of the meeting of the Council must be signed by all council members who were present at the meeting.
43. The Council can make a decision without summoning a meeting, if all members of the Council vote for the decision in writing. The Chairman of the Council or the Chairman of the Management Board shall send the decision to the members by mail, including the end term of response, which cannot be fewer than forty-eight (48) hours, beginning from the time of receiving the mail, or more than thirty (30) calendar days, beginning from the time of sending out the decision of the project. If, by the end of term, no written response is received, it shall be counted as a vote against the decision.
44. The Chairman of the Council represents the Foundation in disputes and concluding transactions with a member of the Management Board on the basis of a decision made by the Council and with the right to delegate the authorisation.
45. The agreement (decision) of the Council is necessary for concluding transactions which pass the limits of daily economic activities of the Foundation, i.e. for transactions which bring about an acquisition or termination of shareholding in a company by the Foundation or dispossession or creation of real right of immovable property and movables that have been entered in the register.
46. The Council shall prescribe the rules of procedure in the Council.
47. The Council shall approve the annual goals of operation by the beginning of the financial year at the latest.
48. The members of the Council are held responsible for violating their responsibilities in an order prescribed by legal acts.
The Management Board
49. The Management Board is a management body of the Foundation, which manages and represents the Foundation. The Council decides upon making changes in the membership of the Management Board and removing members of the Management Board.
50. The Management Board has one (1) or three (3) members. In case of one member, the member of the Management Board is called the Manager. In case of three members, they shall choose one of them to be the Chairman of the Management Board, who shall organise the operation of the Management Board.
51. A member of the Management Board cannot be a member of the Council or a bankrupt person.
52. The duration of the powers of the member of the Management Board is five (5) years. A member of the Management Board can be removed by the Council at any time and regardless of the reason. The contractual rights and responsibilities of a member of the Management Board shall be terminated according to the contract.
53. A member of the Management Board can resign from the Management Board regardless of the reason, by informing the Council of it. The contractual rights and responsibilities of the member of the Management Board shall be terminated according to the contract.
54. The Council shall determine the amount of remuneration for a member of the Management Board and the order of payment.
55. A member of the Management Board may be paid remuneration only on the basis of the Management Board member contract that he or she has signed. If, besides the tasks of the Management Board members of the Foundation, the member of the Management Board also fulfils other tasks that are necessary for the Foundation, the remuneration can be paid only in case it has been prescribed in the contract of the Management Board member.
56. Considering his or her work performance, the member of the Management Board can be paid additional remuneration. The amount of additional remuneration must be reasoned and fulfilment of the goals of the Foundation must be reckoned with. The total amount of additional remuneration paid within one financial year may not exceed the fourfold average monthly remuneration that was paid to the member during the previous financial year.
57. A member of the Management Board can receive severance pay only if he or she is removed on the initiative of the Council before the end term of his or her powers. The severance pay can be in the amount of threefold monthly remuneration payment that was valid during the removal of the member of the Management Board.
58. The Management Board is required to report to the Council. At least once every four (4) months, the Management Board must provide the Council with an overview of the economic activity and economic condition of the Foundation, and also notify the Council immediately of significant worsening of the economic condition of the Foundation.
59. The Management Board must follow the legal orders of the Council in its operation. Transactions which pass the limits of daily economic activities can be done by the Management Board only on the basis of the Council’s relevant decision.
60. Members of the Management Board who have caused damage to the Foundation by violating their responsibilities are held responsible for compensating the damage on their own.
LEGAL CAPACITY AND LEGAL ACTS
61. The legal capacity of the Foundation comes into being when the Foundation is entered in to the register of non-profit associations and foundations. After registering, the Foundation receives authorisation which is provided by law. The Foundation administers a cohesive infocommunication system and operates respective non-public telecommunications networks.
62. During transactions, the Foundation is represented by the Manager. In case of three (3) members of the Management Board, the Foundation must be represented by the Chairman and at least one (1) member of the Management Board, except when the Council has decided differently, and also, when the Founder is transferring assets to the Foundation.
63. In order to fulfil the goals specified in the statutes, the Foundation shall sign contracts with the clients of IC-Services, which must guarantee economic use of the financial means of the public sector and fulfilment of the state’s IC-related needs.
64. The Foundation can sign an administration contract with a public institution, as prescribed by law, to fulfil some of the functions of the given public, if the content of the administration contract is in accordance with the tasks specified in the statutes of the Foundation.
65. The Foundation is obliged to provide the Practitioner of Founder’s Rights, the Ministry of Finance and the National Audit Office with the copy of audited and approved annual accounts in four (4) months after the end of financial year. It shall be supplemented with an overview of how the Council has organised, managed and monitored the activity of the Foundation during the period of the financial year, and the sum of remunerations paid to the members of the Council and the Management Board is shown.
AUDITOR AND INTERNAL AUDITOR
66. Auditor(s) are chosen by the Council for single audits or temporarily for three (3) years. The Council can remove an auditor at any time. The number of auditors and order of remuneration is determined by the Council.
67. The Foundation is obliged to guarantee the operation of the internal audit system.
68. The Foundation is obliged to establish the working post of an internal auditor or buy the service of internal auditing from a company of auditors, if according to the situation on the balance day of the financial year the balance sheet total of the Foundation is greater than two million euros or the revenue of the financial year is greater than two million euros.
69. The Foundation has the right to waive establishing the working post of an internal auditor or buying the service of internal audition from a company of auditors, if the Council agrees that it would be economically wise. Such decision of the Council should be previously co-ordinated with the Practitioner of Founder’s Rights of the Foundation.
70. The Practitioner of Founder’s Rights has the right to require a special audit and perform it through a structural unit of an institution managed by himself.
71. The financial year of the Foundation begins on 1 January and ends on 31 December.
72. After the end of the financial year, the Management Board will prepare the annual accounts and management report (hereinafter referred to as “the Annual Accounts”) and submit them to the auditor. At the latest, four months after the end of the financial year, the Annual Accounts shall be presented to the Council for approval.
73. The Management Board shall enter the approved Annual Accounts in the register of non-profit associations and foundations in six (6) months from the end of the financial year.
74. A member of the Management Board or the Council or a member of the Council or any other person of legitimate interest may demand that the court should decide about organising the special audit and determining the performer of the special audit in issues related to managing the Foundation or its financial situation. The court shall decide upon the special audit only with good reason. The special audit shall take place in the order prescribed by law.
75. A beneficiary or any other person of legitimate interest may require information from the Foundation in relation to fulfilling the goals of the Foundation in the order prescribed by law.
ALTERATION OF THE STATUTES
76. The Statutes can be altered by the Practitioner of Founder’s Rights only to entertain circumstances which have changed, while reckoning with the purpose of the Foundation.
77. If the Statutes need to be altered due to circumstances which have changed, but the Practitioner of Founder’s Rights is not doing it, then the court may decide upon altering the Statutes.
78. Alterations of the Statutes take effect when they have been entered into the register of non-profit associations and foundations.
MERGER, DIVISION AND DISSOLUTION
79. Merger, division and dissolution of the Foundation takes place in the order prescribed by law.
80. The Foundation can be an acquiring or recipient Foundation when the activity of the merged or acquired Foundation is in accordance with the purpose of the Foundation.
81. The Foundation is dissolved by liquidation (liquidation proceeding), if not prescribed differently by law.
82. Liquidators of the Foundation are the Management Board, if not prescribed differently by the decision of the Council. In case of compulsory dissolution, the liquidators shall be appointed by the court.
83. After satisfying all the claims of creditors during the liquidation proceedings, the remaining assets shall be transferred immediately to the Practitioner of Founder’s Rights.