Denmark has a relatively large number of steward-owned companies. Three of the four largest listed companies in Denmark are steward-owned. A listed company that is steward-owned at the same time? That seems like an impossible combination. Yet it can be done.
Most of the voting rights of Carlsberg, Novo Nordisk, and Maersk are held by a commercial foundation, a foundation with business purposes.
The oldest Danish commercial foundation is the Carlsberg Foundation. Brewer J.C. Jacobsen established the Carlsberg Foundation in 1876. The foundation initially received a portion of Carlsberg’s profits for the purpose of starting a laboratory and museum and supporting scientific research. In 1882 Jacobsen decided he wanted to entrust his company to the foundation, and in 1888 it became a reality. In the more than 130 years that the Carlsberg Foundation has been the steward-owner, Carlsberg has grown to become the fourth-largest brewery in the world.
In line with Jacobsen’s will, the foundation is governed by scientists; members of the Royal Danish Academy of Sciences and Letters. The task of the board is to ensure that Carlsberg delivers value and contributes to scientific research from within the foundation. Over time, the desire grew within the board of scientists to be able to be a professional sparring partner for Carlsberg. For that reason, the Brewery Council was established in 1922, consisting of 2 board members and 3 business experts.
In 1970, Carlsberg merged with the limited liability company United Breweries, after which the foundation became not the sole, but rather the largest shareholder in the merged company. In subsequent expansions, the foundation’s stake was diluted. To ensure the foundation retained a majority of voting power, A and B shares were issued with unequal voting rights. In 2020, the foundation donated 80% of its profits.
Novo Nordisk is the 10th largest pharmaceutical company in the world. The company is a favorite of sustainable investors because it is at the forefront of sustainable transitions. For example, the energy needed for drug production is generated entirely from renewable sources.
The Novo Nordisk Foundation is the main owner of Novo Nordisk. Novo Nordisk’s history dates back to 1922 when Nobel Prize laureate August Krogh returned from North America to start producing insulin in Scandinavia. Today, Novo Nordisk produces half of the world’s insulin. The Novo Nordisk Foundation is now the main shareholder of several companies, two of which are publicly traded. As with Carlsberg, the foundation holds the majority of the voting rights in these companies.
Maersk is the world’s largest container shipping company. In 1904, A.P. Møller started a fast-growing shipping company that expanded into a variety of markets. After World War II, the need grew to protect the company from being taken over by speculators and to ensure that Maersk would continue to operate in the spirit of its founder. Therefore, a foundation was established in 1953.
The AP Møller Foundation holds the majority of voting rights in Maersk and is also a major shareholder in Danske Bank. The shares in Maersk may never be sold and the shares in Danske Bank are considered a long-term investment.
Some of the shares of steward-owned companies Carlsberg, Novo Nordisk, and Maersk are publicly tradable. However, investors can never dominate the company’s trajectory, because the majority of voting rights are held by a foundation.
This form of steward-ownership is also possible in the Netherlands. The Netherlands also has a variation on foundation-ownership, in which a STAK (stichting administratiekantoor, a kind of trust office foundation) holds the shares and issues certificates of these shares to investors. Triodos Bank is a good example of a company that uses this form and can theoretically raise an infinite amount of growth capital, without losing the majority of the voting rights.