A corporate structure for the public good, Part 2: basic structure

Background: OpenCorporates has come a long way in the past 6 years, and is increasingly core infrastructure for the corporate world, not to mention an essential tool for journalists, investigators, NGOs and governments. It’s time to ensure that its corporate structure reflects and safeguards that position, ensuring it will always act in the public interest, that it is protected from hostile forces (including protection against being taken over), and it can provide the positive influence the world needs.

In part 1 of this series on how OpenCorporates is restructuring itself to protect its public mission we covered the reasons for doing it – particularly the need to ensure that OpenCorporates will be around for the long haul, continuing to make company data more widely available.

In this piece we’re going to outline the basic structure we’ve decided upon to do this. There are four main elements to it:

  1. The entities that will operate OpenCorporates and the affiliated website. This will consist of a holding company and a couple of subsidiaries and these together will do all the things that Chrinon Ltd (the current legal entity behind OpenCorporates) does – publishing OpenCorporates, employing the staff, contracting with our suppliers and clients, working with NGOs and the wider community to both advocate for free and open access to information about companies and help them use our data for the public benefit.
  2. The entity that will protect the public interest (we’re calling this the ‘Trust’, although it won’t actually be a trust as such – we’ll cover this in a future post). This will be the entity whose primary role will be ensuring that the operating entity will stick to its public benefit principles
  3. The relationship between the two entities, particularly how the Trust ensures that the OpCo sticks to the public benefit principles.
  4. The principles that each of the entities will be required to follow (and indeed, what we mean by the ‘public benefit’).

And this is how they come together:

Trading Entities:

  • Operates within a set of principles and purposes (including making a public benefit impact)
    • Which can only be changed with the approval of the Trust
  • Managed by a board of directors
    • Directors should make the company as successful as possible within the principles
    • New directors are appointed with the approval of the Trust (which can also appoint directors)
  • Uses profits to:
    • Reinvest and grow, and so deliver more public-benefit impact
    • Fund the Trust
    • Give a fair return to investors/shareholders (we’ll be blogging more about why and how this benefits the public benefit in a future blog post)

Trust Entity:

  1. Managed by trustees (directors)
    • Appoint their successors
  2. Operates to a purpose/set of principles
    • Can only be changed by large majority of trustees
  3. Expected to receive income primarily from the OpCo (but could also receive funds from grants)

We think that this structure will give the flexibility that OpenCorporates needs now, allows it to evolve as circumstances change, and at the same time ensures that it will always operate in the public benefit.

Of course, the devil is in the detail, and over the coming months we’ll be reporting further on this detail, including of course the principles, and the legal mechanisms by which they will be enforced.

 


Photo by Brannon Naito on Unsplash

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