Achieving this requires expanding the resources available. In particular:

• capital for investing in the further development and scaling of the platform, and
• top talent to execute the vision.

And doing it in the right way, aligned with the purpose.

Core features of Steward Ownership, as implemented by Alkemio, include:

• Leadership: “Stewards” guide the venture and are chosen based on capability and alignment with the purpose
• Independent guarantee: : Providing an independent party with blocking rights, to ensure purpose remains central. Approval is required for changing ownership, changing the group structure, modifying the purpose, extracting value not in line with the purpose, excessive remuneration of staff, etc. Full details can be seen in the Alkemio Holding B.V. SHA linked to below.
• Capped economic returns without control: Providing economic returns to both investors and talent, without offering voting control, while also ensuring that ultimately the value generated goes towards the purpose of Alkemio to benefit society.

The key entities in this diagram and their roles are:

• Alkemio Holding BV: the central entity, bringing together all the stakeholders. It is a holding company, raising capital, receiving and distributing profits, holding assets (IP), etc.
• Stichting Alkemio: the original entity, whose role evolves to being the “steward” for Alkemio Holding. The board of Stichting Alkemio are in effect the stewards.
• Stichting de Prioriteit: an independent foundation whose purpose is to hold “golden shares” in steward ownership ventures. It is obliged to act according to the principle of steward ownership.
• Alkemio BV: the operating entity that actually provides the Alkemio services to the market. It is 100% owned by Alkemio Holding. Over time there could potentially be multiple operating companies depending on the needs of the business, for example in multiple countries or for separate business lines.
• STAK Participanten Alkemio: manages the conversion of certain classes of Alkemio Holding shares to certificates (so economic rights), and facilitates the transfer of certificates without involving a notary.

Alkemio Holding BV share structure

As the core entity in the organizational design, it is important to clarify the different share classes in Alkemio Holding and their purpose.

(*) Economic returns for contributors are capped in that there is a limited economic value that can be received. Shares CC and shares CT are converted to certificates via STAK Participanten Alkemio, to ensure that they can be issued without requiring notarial involvement.

There are multiple implications from the above structure that are worth detailing out:

• Separation of control from economic interest: One interesting aspect of the above design is that it is actually much simpler in some ways than more standard share structures. Key is that there is no share class that holds both economic and voting interests. This actually makes the articles and execution of the structure significantly simpler as one can deal with voting control fully separate from economic interest.
• One mechanism for allocation of value generated: All economic value is allocated via the CC / CT / SE shares. There is no partial ownership in the structure i.e. all entities are 100% owned by a parent entity. This is for simplicity, as there is then one mechanism for the allocation of value generated.
• Split between SC and SE shares: Finally, one question that you may ask is why the need for both SC and SE. The rational is that from a steward ownership persepective it is important to decouple the control from the economic interest. However, the above is already a heavy organizational structure for the size of Alkemio. So the decision was made to have SE also held by Stichting Alkemio near term - not least as there is not likely to be substantial value flowing to that share near term. And as the organization grows, it is expected that the SE share would ultimately be held by a separate entity. This entity is mandated to allowed value accruing from the underlying business according to the purpose of Alkemio.

Finally, the full separation of control and economic interest also results in the core articles of Alkemio Holding become simpler. Much of the “standard” articles of companies have many provisions to deal with the overlap of economic interest and control, by having the economic interest via certificates the articles become significantly simpler.

The Purpose Control (PC) share is held by Stichting de Prioriteit. This entity, establised also in The Netherlands, has the purpose to act as an independent party to guarantee principles of steward ownership are followed in such ventures.

For all stakeholders of Alkemio this double lock is important: investors / contributors who have an economic interest but no voting rights, partners that wish to support the vision, and customers that want to have confidence in the long term roadmap for the platform.

Our observation is that it is simply too much work to put purpose before profit. The analogy we have used is that for classic VC startups there is a 10 lane highway with service stations, many parties that are familiar with that journey type and can help, many fellow travellers, and at least in the earlier stages much faster travel. For purpose ventures it is currently a small side path with determined travellers, but one that is thankfully getting much better known. However this is much to be done.

Alkemio would be delighted and honored if other parties would be able to learn from this setup, and potentially leverage it for their ventures.

Special mentions to the following external parties that have helped Alkemio on our journey so far:

• Gijsbert Koren, WeAreStewards, for guidance on our path
• Maurits Bos, Ben Valor, for legal advice and feedback for a robust framework
• Jennifer Benson, Stichting de Prioriteit, for validating our implementation
• Inge van Pelt, Juli Notaris, for implementing the legal setup
• Purpose Foundation, for promoting and inspiring the whole topic Steward Ownership!

Key documents

The key documents are listed below:

• Stichting Alkemio Articles of Association (AoA) (Dutch).
• Alkemio Holding Articles of Association (AoA) (Dutch)
• Alkemio Holding Issuance of share PC + shares CC (Dutch)
• Alkemio Holding Shareholders Agreement (SHA) (English)
• STAK Participanten Alkemio Articles of Association (AoA) (Dutch)
• STAK Participanten Alkemio Conditions (Dutch)

The key document is probably the Alkemio Holding SHA, which together with the Alkemio Holding AoA ensures that that purpose remains central.

Please feel free to reach out if you would like to discuss / learn from our journey so far.

Roadmap near term

The status as of August 2023 is that the above group structure is in place, and the shares of Alkemio Holding have been issued with the exception of shares CT. In addition the operations have been transferred from Stichting Alkemio to Alkemio BV.

This is a critical milestone as it allows Alkemio to raise the funding required to scale.

However there is still work to be done:

• Stichting Alkemio governance: The board members of Stichting Alkemio are the stewards of Alkemio Holding BV, which currently are Neil Smyth and Rene Honig. There is a Board of Advisors, in place since 2020, providing guidance to the board of Stichting Alkemio. The next phase on the organizational structure journey needs to ensure that (a) additional stewards are appointed, (b) a supervisory board is put in place, and (c) the Board of Advisors is expanded. Provisions are already in place in the Articles of Association of Stichting Alkemio for both the additional stewards and the creation of a supervisory board.
• Staff proposition: This covers both the scheme for the allocation of CT certificates for staff, as well as greater representation of staff in the wider organizational structure. It is also about putting in place an internationally applicable proposition so that top talent can contribute from anywhere in the world.
• Dependence on key players: There is too strong a dependence on key individuals (Neil Smyth and Rene Honig) in the above structure. This is not desirable for the long term health of the venture, and it also results in some overlap of control / economic interest.

All of the above points are on the organizational roadmap and will be addressed. It is important to recognise that Alkemio is still relatively early in its journey and there is only a limited amount of capacity available to develop the organization, build the platform and grow the community. Alkemio is well underway and has achieved a lot, but it is not a given that the venture will succeed - and as such the priority has been to get a scalable and long term structure in place. This is driven by the near term priority to be in a position to raise funds to accelerate the journey and secure Alkemio’s future.

Roadmap longer term

In the longer term the expectation is that there will be significant profits generated in excess of what is needed to scale the platform and be shared with investors and staff. This is a result of the capping of economic returns for the holders of certificates for shares CT / CC combined with the potential for Alkemio, as a SaaS platform, to be a highly profitable business as it achieves scale.

These excess profits will be for the benefit of the holder of the SE share (currently Stichting Alkemio), to be allocated in line with the purpose of Stichting Alkemio i.e. “enable society to collaborate effectively on hard challenges, together!”. As the platform matures and generates profits for distribution, it is important that the SE share moves to be held by a different entity - to avoid overlap of economic rights and voting control.