A deep dive into our Steward Ownership

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 having to make decisions that are only focused on profit maximisation, rather than focussing on our mission. In this article, we dive deeper into this unique structure.

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THE FOUNDATIONS

The vast majority of our voting rights are held by the Stewards, who form the board of the Sumthing Foundation. The Golden Share Foundation has one share as well. The Golden Share Foundation accepted this share after they had us reviewed thoroughly by an independent 3rd party lawyer. With this share, they hold the veto right to any decision that might harm our purpose and steward ownership structure.

THE STEWARDS

The Sumthing Foundation board currently consists of 5 stewards. In the future, we intend to diversify 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

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LEVELS OF APPROVAL

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.
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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 such as revising our business plan, issuing new shares or borrowing large sums of capital are taken, as well as changing the remuneration or composition of the management team.
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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

Are you curious about our rationale for choosing the steward-owned structure, or do you want to know even more about how it works? Reach out and we’ll tell you all about it!