To ensure we always prioritise purpose before our profit, we structured Sumthing as a Steward Owned company, and split economic rights from voting rights. In short, this prevents us from getting stuck in profit maximisation driven decision making, rather than focussing on our mission. In this article, we dive deeper into our governance model, who our current stewards are, and who can potentially become stewards in the future.
The vast majority of voting rights of Sumthing Ventures and its subsidiaries reside within the Sumthing Foundation. The board of the Sumthing Foundation is where our Stewards reside. We also deposited one share at the Golden Share Foundation, which they accepted after a diligent legal review by an independent 3rd party lawyer, to safeguard our purpose and steward ownership structure.
The Sumthing Foundation board currently exists out of 5 stewards. In the future, we intend to further expand this board to get an even more diverse and balanced governance, including restoration experts, employees and perhaps even customers! We've set clear guidelines in our articles of association about the composition of the board as a whole
- At least 40% of the stewards should be not be actively working in the company to ensure we always have an outsider's perspective safeguarding our mission
- Up to a maximum of 20% of the stewards, with the explicit exception of the founders, may have a direct or indirect economic interest in the Company to limit the influence of any (future) investors
The actual qualification of each individuals in the board is to difficult to pin down in a binding legal document like the articles, as they might change over time and are somewhat more subjective, therefore these are included in the board regulations
The current composition of the Sumthing Foundation Board is:
- Sumthing’s founders: Mike Odenhoven, Guido de Rooij and Gijs Schuringa;
- Lisette Schuitemaker: Inspirator of, and investor in, Sumthing’s Steward Ownership structure, chair of PYMWYMIC and author
- Hans Geels: former director at WWF and several other NGOs, and currently CEO Dille & Kamille
Simply put, we have three levels of approval in our governance model. The first level concerns day-to-day decisions, such as hiring employees, setting up partnerships or where we get our veggie lunch from. For decisions that could significantly impact, or even steer the direction of, the company, we enter the second layer of our model. In legal terms, this layer is also known as the “Steward-led Majority Reserved Matters”. Here, decisions are taken such as revising our business plan, issuing new shares or borrowing large sums of capital, and also changing the remuneration or composition of the management team.
Finally there is the “Absolute Majority Reserved Matters”, which concerns any decision that could jeopardise our steward ownership structure like mergers/exits or changes to existing share classes. For all of these decisions the independent Golden Share foundation has a veto-right, and their sole purpose is to say NO to any of these decisions. If you're really into details, you can find the full list of Absolute Majority Reserved matters here.
So, who gets to decide, when?
- The management team of Sumthing can take any decision that is not included in the reserved matters list.
- Steward-led Majority Reserved Matters need to be approved by at least 65% of the Sumthing Foundation board.
- Absolute Majority Reserved Matters require a unanimous vote from all shareholders.
Reach out to learn more
Should you seek more information, feel free to inquire - we embrace openness and are delighted to disclose all relevant details. Don't hesitate to reach out, and we will be more than willing to provide guidance.