Statutes

Adopted by the Government on January 7, 1997.

Purpose of the Foundation

1 § The purpose of the Chalmers University of Technology Foundation is

as sole owner of Chalmers tekniska högskola aktiebolag, hereinafter known as Chalmers, to ensure that the company carries on education and research on an internationally high level within engineering, mathematics-natural sciences and scientific areas related thereto,
to ensure that the company's resources are used effectively in order to achieve this purpose, and
as a Chalmers principal and within the framework of available funds, finance assignments which the Foundation considers to be of value to Chalmers.

2 § Freedom in research and education shall be a basic principle for Chalmers. This shall be ensured through participation and responsibility for those involved in education and research. The activities of the University shall from an intellectual point of view be politically, ideologically and economically independent.

As regards research, the general principle is that

research problems may be selected freely
research methods may be developed freely and
research results may be published freely.

Operations shall be organised in such a way that the students' wishes can be advanced and their experience utilised.

The Foundation and companies owned by the Foundation shall strive to achieve openness that is as far-reaching as possible and which is only restricted by sound consideration for the Foundation, the University, the employees, the students and third parties.

Foundation capital

3 § The Foundation receives foundation capital from the Swedish state for the purposes of the Foundation as stated in § 1

assets to a total value on July 1, 1994 of SEK 900 million,
assets to a total value on July 1, 1994 of SEK 680 million,
all shares in Chalmers, comprising 100 shares at SEK 1,000 each.

4 § The part of the foundation capital referred to under § 3 a may be re-invested in other assets which offer safe collateral and a reasonable yield. The capital may not, however, be used for operational purposes.

The part of the foundation capital referred to under § 3 b may be re-invested in other assets and used as necessary.

The part of the foundation capital referred to under § 3 c may not be disposed of.

The yield on assets referred to under § 3 a and § 3 b shall be used primarily for the purpose stated under § 1 c.

Board of the Foundation

5 § The Foundation's affairs are managed by a board comprising a minimum of seven and a maximum of eleven members.

The President of Chalmers is an automatic member. The faculty members at Chalmers are entitled to appoint one member and the students at Chalmers are entitled to appoint one member. The government appoints and dismisses other members.

The government is entitled to dismiss members – although not the President of Chalmers – appointed by virtue of the preceding paragraph, the wording of which is in accordance with the government decision of May 26, 1994.

Members other than the President of Chalmers are appointed for a fixed period, subject to a maximum of three years. Members can be re-elected.

The government decides who shall be the Chairman of the board. The board appoints a deputy chairman from within its number.

The board shall have its registered office in Gothenburg. The board shall meet following a summons from the chairman or when requested to do so by at least four members.

Decision rules for the board

6 § The board shall form a quorum when more than half of the members are present, including the chairman, or in his/her absence the deputy chairman.

A decision is reached through a simple majority, except in cases stated in § 7. In the event of a tied vote the chairman shall have the casting vote.

7 § For decisions regarding an application for a variation in the provisions of the foundation commission or implementation of a change in accordance with consent to make a variation it is required that all board members are present and, for a decision to be passed, that there is no more than one dissenting member. The same applies to decisions regarding a change in the Chalmers Articles of Association which have a bearing on the object of the company's operations.

Authorisation to represent the Foundation

8 § The Foundation signatories are the board members or the person or persons appointed by the board.

Audit

9 § The Foundation board shall appoint a minimum of one and a maximum of two authorised public accountants with a maximum of two deputies. The Swedish National Audit Office is also entitled to appoint an auditor and a deputy for that person.

Dissolution

10 § Should the Foundation be dissolved, its property shall pass to the state, to be used for higher education and research.