Steward-Ownership in Practice 4.3.3 Märkisches Landbrot (Succession)

4.3.3 Märkisches Landbrot

A single-foundation model as a good succession plan

 

In a nutshell

Founded in 1930 as a bread bakery and delivery service in Berlin-Neukölln, Märkisches Landbrot underwent a significant transformation when Joachim Weckmann assumed ownership in 1981. Fast forward to 2021, as part of his succession planning, Weckmann decided to further transform the company into a steward-owned company. To achieve this goal, he opted for a single-foundation model and gifted the company to a charitable foundation.

Märkisches Landbrot was founded in 1930 as a bread bakery and delivery service in Berlin-Neukölln, from where bread was delivered to other districts of the city. In 1981, Weckmann purchased the company for 50,000 DM – borrowing the money from friends. Driven by his fundamental motivation to contribute positively to society and the environment while producing high-quality bread, Weckmann transitioned Märkisches Landbrot into an organic bakery, using locally sourced grains.

Since then, Märkisches Landbrot has been working towards two goals: contributing to the healing of the earth through ecological products and contributing to the well-being of people through whole-grain bread. Märkisches Landbrot now serves around 330 retail outlets, spanning organic supermarkets, independent stores, food co-ops, and community hubs in and around Berlin, producing around 8000 kg of bread daily.

The company relies on an active, open and honest exchange with employees, consumers, traders and suppliers. It also provides above-average compensation for employees. Long-term supply contracts and fixed price commitments make farmers more independent of strongly fluctuating market prices. The bakery bakes in a climate-neutral manner, minimizes food waste and works with an EMAS-certified environmental management system with eco-balancing.

 

Succession and ownership

In 2013, Joachim Weckmann began to engage more deeply with the question of succession for Märkisches Landbrot. This issue held significance for him on two levels: the management level, where he had already been working with Christoph Deinert as co-managing director since 2008, and the ownership level. He explored various models to position Märkisches Landbrot successfully for the future and ensure its medium-term independence from his person. Weckmann viewed these succession processes as distinct endeavors. He sought a structure where the management team doesn't solely represent the owners of Märkisches Landbrot.

Joachim Weckmann had been grappling with the issue of ownership and determining a suitable structure for quite some time, even before the issue of succession became more pressing. As someone with roots in a food co-op, he was already familiar with participatory structures but had previously decided against implementing such a structure at Märkisches Landbrot.

The ownership considerations became more tangible for Weckmann as he began structuring his succession plan. Born in 1953, he couldn't and didn't want to continue indefinitely, and it was important to him to actively shape the future structure of Märkisches Landbrot and ensure a smooth transition of the company. He doesn’t have any children who could take over the business and he wanted to establish independent structures. Inheritance was, therefore, not an option. Selling the company was equally undesirable. Joachim Weckmann was well aware of his responsibility in shaping the succession process, as the legal owner and given his significant experience. Nevertheless, he was also aware that the future structure had to be supported by his successors, so he approached the process in close consultation with the inner circle of leadership.

 

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Photo: Märkisches Landbrot GmbH

 

The path towards steward-ownership

Weckmann came into contact with the concept of steward-ownership at the Ownership Conference in 2018 organized by the Purpose Foundation, where, among others, Franz Fehrenbach from Bosch, Beate Oberdorfer from Sonett, and Götz Rehn from Alnatura shared their experiences with steward-ownership in their companies. Inspired by this, Weckmann delved deeper into the concept and the various models for implementation.

 

Single-foundation model

With the assistance of Purpose Consulting and the law firm Dr. Mecking, Joachim Weckmann and his team were able to develop a plan to establish a steward-ownership legal structure for Märkisches Landbrot that aligned with their vision. They evaluated the available models for implementing steward-ownership in Germany and ultimately opted for a single-foundation model with a dedicated charitable foundation for the company's future. In doing so, they designed a customized governance structure that ensures that the nonprofit purposes do not jeopardize the continuity of the company. The consulting costs for the process and the establishment of the foundation amounted to approximately €35,000. The foundation itself was endowed with free assets amounting to €50,000, in addition to the contribution of the operating company. Joachim Weckmann chose to establish his own foundation solution for Märkisches Landbrot to maintain the company's independence from other organizations and to create a suitable structure for its desired charitable activities. These factors led to the decision to pursue a single-foundation model instead of the veto-share model option that was also under consideration. A double-foundation model was not considered due to the higher costs associated with its setup and maintenance.

The single-foundation model entails a company being majority-owned by a self-governing, typically a charitable foundation that refrains from distributing profits to private individuals. The foundation retains full ownership rights over the company, and the charitable board members exercise these rights in accordance with the guidelines outlined in the articles of association. The foundation's primary objective is to pursue charitable purposes in accordance with the tax-privileged purposes specified in the German Fiscal Code, under the name of the Märkisches Landbrot Foundation.

 

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Allocation of profits

The foundation's purpose is financed by its free assets, donations and endowments, as well as profit distributions from Märkisches Landbrot GmbH. At least one-third of the company's profits must be distributed to the Märkisches Landbrot charitable foundation, as long as this is economically justifiable and does not lead to insolvency. This is stipulated in the articles of association.

One-third of the company's profits are, therefore, invested in activities that support education, environment and climate protection, public health and development cooperation. The foundation, as the sole shareholder, decides on the utilization of the remaining two-thirds of the profits and is represented by the foundation board in this process. This portion of the profit can be reinvested into the company, set aside, or used for other entrepreneurial purposes but cannot be personalized. This strengthens the company, and in the long run, both the foundation and its pursued charitable purposes benefit from it.

 

Governance

In steward-ownership single-foundation models, it's common to establish two distinct boards: one to oversee ownership rights within the foundation enterprise, and another to manage the charitable foundation and supervise fund usage. This division serves to mitigate conflicts between the business and charitable interests of the company. Similarly, Märkisches Landbrot has adopted a governance approach with separate entities: the corporate council and the charitable board. Together, these bodies ensure the founder's wishes are upheld and implemented effectively.

  • Corporate council

The corporate council is the main board exercising the voting rights of the company, with the "steward-owners" of Märkisches Landbrot holding seats here. The task of the corporate council includes guiding the affairs of Märkisches Landbrot GmbH and representing the foundation's ownership interests. The corporate council also oversees the adherence to the founder's intentions and the charitable board, which it also appoints and dismisses. Together with the charitable board, the corporate council is also responsible for pursuing charitable objectives.

  • Charitable board

As the legal representative of the Märkisches Landbrot Foundation, the charitable board oversees and manages the foundation, its assets, and decides on the use of the foundation's funds in accordance with the statutes. The charitable board of Märkisches Landbrot GmbH can consist of up to three members, with the chairman acting as the legal representative of the Märkisches Landbrot Foundation. Together with the corporate council, the charitable board bears responsibility for the charitable activities of the Märkisches Landbrot Foundation and thus the implementation of its purpose.

 

Retirement provision and founder compensation

As an independent entrepreneur, Joachim Weckmann considered Märkisches Landbrot as his retirement provision. To provide sufficient old-age security within steward-ownership without undermining the asset lock, he divided Märkisches Landbrot into two entities via a business split before establishing the foundation: an operating company and a holding company. In 2021, he transferred Märkisches Landbrot's operations, including all brand rights, production rights, etc., to the Märkisches Landbrot Foundation. The operating facility of Märkisches Landbrot remains under Joachim Weckmann's ownership and is leased to Märkisches Landbrot. The rental income is allocated for his pension/retirement provision. If not donated to the foundation before his passing, Joachim Weckmann's will states that the property will be transferred to the Märkisches Landbrot Foundation.

 

Organic process towards democratic leadership structures

During the establishment of the new ownership structure, one of Joachim Weckmann's wishes was to enable a democratic approach to decision-making in the legal structure. Purpose Consulting supported with ideas to shift from a person-oriented structure to a democratic structure. Weckmann realized that this significant step should be approached consciously and gradually, allowing for an organic process. If rushed and implemented all at once, it could potentially lead to conflicts, especially if Weckmann significantly shaped the leadership culture before leaving. Therefore, he decided on an approach suitable for today's culture, in which decision-making power can be gradually shifted to the employee level, if the current and future stewards consider it appropriate. Read the full case study of Märkisches Landbrot at steward-ownership.com/landbrot.

 

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Photo: Märkisches Landbrot GmbH

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