The Basics - Deep dive 03

Implementation of Steward Ownership

The defining feature of steward ownership is that its two core principles – self-determination and purpose orientation – are not only embedded within the articles of association in a company. They have to be implemented in a legally binding way at the ownership level. This page gives you an overview of how that is done in practice.

What is steward ownership?

What is this about

Since most jurisdictions and regions around the world lack a straightforward legal framework for steward ownership that would incorporate its principles into a company’s DNA, workarounds – legal hacks, if you will – are typically required. Depending on the cultural, historical, regional, and legal context, steward ownership can be brought to life in different ways.

To make these principles permanent, steward-owned companies all make the same fundamental move: separating power and money. This usually goes along with a – not necessarily absolute – separation of voting rights from economic rights into at least two distinct classes of shares, each assigned to different entities or governing bodies. Who controls the company and who benefits from its profits become two separate questions.

Important

In the following overview, the most common models are briefly summarized in a simplified way. Each of them can be flexibly adapted to the needs of the company, although some offer more room for customization than others. All of these models are heavily influenced by the legal jurisdiction a company operates in. Depending on the country, factors like setup costs, ongoing administration, permanence, and flexibility can vary significantly. Always seek legal advice tailored to your context.

Models of steward ownership

P38

In the so-called double-foundation model, ownership rights in the company are divided into two classes of shares: 1. steward-shares, with voting rights but no economic rights; and 2. non-voting shares, which have economic rights but no voting rights. The two classes are assigned to different entities. A charitable foundation receives the economic rights, and a second entity receives the voting rights. The voting-rights entity can be another foundation, another legal entity, or a natural person. In the voting-rights entity, the stewards determine the fundamental direction of the company. The qualifications of the stewards as well as the mode of transfer of voting rights are laid down immutably in the statutes.

The charitable foundation that holds the economic rights ensures the asset lock, as the capital shares held by it are non-transferable. The foundation must pursue a charitable purpose that goes beyond the purpose of business management or corporate continuity (potential conflict of objectives). In some cases, the foundation does not hold all of the dividend shares – some shares might also be held by investors, or sold on the stock market in accordance with the principles of steward-ownership. For more details please have a look into the Novo Nordisk case study. Because of this clear separation of voting and economic rights, the double-foundation model is particularly effective for building the relationship between profits that serve the company and charitable contributions. It is important to ensure charitable purposes can’t pressure the company to generate more profits for its charitable purposes.

P35

In the so-called single-foundation model, all ownership rights in the company are held by a single-foundation. Ownership rights in the company are divided into two classes of shares and often assigned to two different governing bodies of the foundation. For example, the foundation board may manage the economic rights, while a corporate council exercises control (= voting rights) over the company as stewards.

The separation of boards ensures there is no conflict of interest between the charitable and operational arms of a business. The qualifications of the stewards as well as the mode of transfer of voting rights are immutably laid down in the statutes. The foundation ensures the asset lock, as the capital shares held by it are non-transferable. The foundation must pursue a charitable purpose that goes beyond the purpose of business management or corporate continuity (potential conflict of objectives).

P36

In other jurisdictions (especially in the US), trusts, more precisely Perpetual Purpose Trusts (PPTs) are currently the most common forms to achieve the same goals as described above.

A trust is a legal arrangement where assets – in this case, a company's shares – are held and managed by a trustee for the benefit of another person or, in the case of a Perpetual Purpose Trust, for the benefit of a specific purpose. A PPT can be structured in a way to achieve and safeguard the principles of steward ownership. As it is with foundation structures, it is important to note that PPTs need to be set-up in the right way to ensure the principles of steward ownership.

You can find more information in our case study on OGC.

In the so-called shared-foundation model several companies “share” a foundation, which monitors compliance with the steward ownership principles laid down in the company’s statutes. To ensure separation of power and capital, at least two classes of shares are created in the company’s statutes, one holding voting and the other economic rights.

Stewards typically hold only voting-right shares, but no economic rights. The company’s statutes also define the qualifications of the stewards, the mode of transfer of voting rights, and exclude profitable sales and inheritance of shares.

If needed, another share class can be issued for investors or founders. These non-voting shares don't hold full economic rights but capped dividend rights e.g. linked certain information, consultation and repurchase rights.

The shared foundation is a co-owner of the company but only holds a veto right, which enables it to vote against violations of the steward ownership principles in the shareholders’ meeting. The shared foundation must only be involved in shareholder resolutions that directly affect steward-ownership principles (e.g., amendments to the statutes, profit distributions, share transfers). This model is called veto-share model, sometimes also golden-share model.

P37

The so-called guardian model corresponds in its basic structure to the shared-foundation model, with the difference that the veto right is not held by a shared foundation used by multiple companies, but by a guardian. This guardian can be a natural person, several natural persons, or another legal entity. Since this model does not always legally safeguard the steward-ownership principles in a binding way, it is in some cases not classified as steward-ownership.

This overview provides a general look at the topic. The information is based on generalizations from various regions and examples, and it can vary significantly depending on the specific legal jurisdiction, region, and taxation. Its purpose is to offer an insight into relevant aspects and the most widespread experiences.

Summary

Double-foundation: Best for larger, profitable firms due to high setup and upkeep costs.
Single-foundation: Similar to double-foundation but slightly cheaper, since only one entity.
Veto-share: Designed for start-ups and SMEs that cannot or do not want to afford their own foundation solution. Often used by companies with up to ~€20m revenue.
Guardian model: Very cost-effective for very small companies, but legal security depends heavily on how the guardian role is structured.