Säätiön erityispiirteet hallituksen jäsenen huolellisuusvelvollisuutta arvioitaessa
Avainsanat:
velvoiteoikeus, säätiöoikeus, huolellisuusvelvollisuus, hallituksen jäsenAbstrakti
Special characteristics of foundations in the assessment of the duty of care of foundation board members
According to chapter 1, section 4 of the Foundations Act (487/2015), the management of the foundation must act carefully to promote the foundation’s purpose and the interests of the foundation. This provision of the Foundations Act corresponds to the provision in chapter 1, section 8 of the Finnish Companies Act (624/2006). A specific provision on the duty of care is new in the Foundations Act. However, such a duty was held to exist in practice also before the adoption of an explicit norm.
The Foundations Act was drafted using the Finnish Companies Act as a model. The present article compares the structure and management of a foundation and a limited company. In addition, the article examines the significance of the special characteristics of a foundation in the assessment of the duty of care.
The conclusion of the article is that the special characteristics of a foundation must be considered when assessing the duty of care of a member of the board of directors. These specific characteristics are discussed in detail in the article. In the end, they are all based on the fact that a foundation does not have members or owners. Instead, the foundation has a useful purpose as established in its bylaws. There must be an emphasis on the duty of care of a member of the board of directors of the foundation. This is because the board has a very independent position and a combined role as actor and supervisor of its own activities.
