I am not going to live forever. I must act on this insight.
I have therefore decided that the A Shares, which I currently own and which have the voting rights that provide control over Ferd, will be transferred to the ‘Ferd Foundation’ when I die, if not before. The Foundation will be set up either when I die, or when my enduring power of attorney enters into force, or because I decide to set up the Foundation while I am still capable of taking such a decision.
The Ferd Foundation, which will be a commercial foundation, will have as its main aim, to own the A Shares and to ensure that Ferd continues to exercise its societal responsibility. It will elect five of the seven members of the Board of Directors of Ferd Holding. The owners of the B Shares will appoint the two other members. The Board of Directors of Ferd Holding is the body that appoints the management team and takes the major decisions at Ferd.
The Ferd Foundation will have a board comprising five members, three of whom will be independent of the family, and the members of the Foundation’s board will re-elect themselves or bring in new independent members. The two branches of the Andresen family that own the B Shares will appoint one member each. There will be tight restrictions on selling B Shares and on dividends from Ferd. The Foundation will only need a special dividend in exceptional circumstances.
By the time you read this, the four documents that will ensure the future corporate governance of Ferd will have been signed. These are the Shareholder Agreement, my Enduring Power of Attorney and the Foundation Incorporation Document, and my Will and Testament. By the way, if you have now looked up what an Enduring Power of Attorney is and are wondering if you need one, I would say you definitely do.
I think it is right to set up a foundation that can ensure that Ferd in its entirety continues to develop in accordance with the same vision and aspirational values for three reasons:
First, we at Ferd and I personally are now starting to believe what you tell us, namely that we abide by our vision of ‘creating enduring value and leaving clear footprints’ and that in this sense Ferd is unique, not just in Norway. We believe that people who want to work at Ferd have a unique combination of values and potential that they think belong at Ferd. We believe it when banks and advisors say that business owners choose us as partners not because we always promise or pay the most, but because working with us provides the best conditions for them to create value. And we believe it when we hear that even public sector employees say that they are pleased that we take on the responsibilities that we do. The Ferd Foundation will increase the probability that we will be able to continue like this for all eternity, including once I am gone, and regardless of who comes after me.
Secondly, Ferd has achieved systemic value, which is something we also hear others say. Put simply, the value of the Ferd system is far greater than the sum of its parts. But this is not only a question simply of ensuring that the control of Ferd does not become too fragmented, it is also important to develop a self-propelled system with a management team that continues this, regardless of the shareholders’ involvement. A foundation now makes this possible. In terms of the question of which companies we own, either fully or in part, at any given point – we need to have enough self-awareness to continually challenge ourselves in order to understand whether we are still the best owner for our businesses.
My third reason is that I am immodest enough to say that Norway needs a system such as Ferd. Yes, Norway is a rich country, but the share of private ownership in Norway is one of the lowest in Europe. This means that in order to maintain and develop the welfare state in Norway, we continue to be extremely dependent on the revenue from the North Sea, and increasingly on the country’s Oil Fund continuing to grow in value. Private sector value creation is nowhere near enough to pay for the welfare system we have built. Therefore, those of us who take the risk and initiative to buy and develop businesses in Norway and the Nordic region that have global ambitions and that create value here and pay taxes here, are in relative terms much more valuable in Norway than we would be in other countries. With the support of the Ferd Foundation, Ferd is ensured a clear mandate to continue to take initiatives in the societies in which we operate, and also to continue to contribute far beyond its legal responsibilities, as we have done through our work on social entrepreneurship since 2007.
Moreover, in this respect, as our small family who are Ferd’s shareholders is already very fortunate, I am more concerned with the 24,000 families that our employees are part of, and that are of equal value regardless of their country of residence. The contribution of these families to Ferd and our businesses is far greater than the contribution of our family. At the same time, the Andresen family will continue to have both a significant interest and a major responsibility for Ferd continuing to create value in many areas, and the family will continue to contribute to Ferd’s vision. These insights are part of the rationale for the decision to set up the Ferd Foundation.
I am still going strong and I am full of ideas, so there will be many opportunities to do new things and to put Ferd on an even steadier course. But now it’s almost the Christmas break and time to be with our nearest and dearest – rather than thinking about systems. Everything in its own time.
Merry Christmas, with every hope for a more peaceful year in 2024.