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3. Organisational structure

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To safeguard our principles, values and objectives, NOWOS has been structured and is managed in such a way as to ensure we can achieve our mission.

How we are organized:
NOWOS is a European Urban mining company. Our head office, and legal address, is located in Amsterdam, The Netherlands. NOWOS is established in the Netherlands according to Dutch law.

Our vison of a social and sustainable organization is based on the ideology of Reinventing Organizations, Holocracy, AEquacy, Buurtzorg, Patagonia, B corp and many others.

ManaCracy is a purpose driven, self-managing organizational system designed where people can be there true selves.

In contemporary New Zealand English, the word “mana”, taken from the Māori, refers to a person or organization of people of great personal prestige and character.

ManaCracy is a organizational design and operating system that changes the paradigm of the traditional, hierarchical organization and paves the way for greater innovation, collaboration, performance and passion. This new organization structure aims to overcome the limits of the hierarchical organization and expands individual, team, and organizational potential. The design can be displayed as a radial, equalitarian structure of self-managing, peer-coordinated teams, in which people are considered associates instead of employees who serve the organizational purpose autonomously to enhance passion, working according to organizational principles and in partnership with all stakeholders.

The Members of the Mana Team (Executive Board)
The members of the Mana Team (Executive Board) have a shared overall responsibility for the management of NOWOS. The Executive Board members have a leadership role in support, facilitate and advise teams to operate in line with the organization’s overall purpose, governance and principles. They are accountable to the SAAN Board which appoints them.

SAAN and Depository Receipt Holders

SAAN and Depository Receipt Holders
SAAN, the foundation for the administration of NOWOS shares.
We believe it is crucial that our mission and identity are protected to ensure we can continue to use our natural resources consciously and with the longer term in mind. The role of our shareholders matters in this context. The share capital of NOWOS has been entrusted to the independent Foundation for the Administration of NOWOS Shares (Stichting Administratiekantoor Aandelen NOWOS, SAAN). To finance the shares, SAAN issues depository receipts. These depository receipts can be invested in by retail and institutional investors.

Depository Receipt Holders benefit from the economic rights associated with the shares of NOWOS, such as the right to dividends, but do not exercise any control related to them. Control rights are vested in SAAN. In exercising its voting right at the Annual General Meeting (AGM) of NOWOS, the Board of SAAN upholds the following principles:

  1. safeguarding NOWOS’s mission;
  2. safeguarding NOWOS’s independence;
  3. safeguarding the economic interests of the depository receipt holders, which relates to NOWOS’s continuity and profitability, dividends, and the development of the value of depository receipts.

The Board of SAAN aims to align the economic interests of its depository receipt holders and NOWOS’s mission, for their mutual benefit. This is reflected by the following stipulations in SAAN’s administrative conditions:

The foundation shall independently exercise the voting rights attached to the shares owned by it. In doing so, it shall be guided by the interests of the depository receipt holders and the interests of the organization, as well as by the principles expressed in the objects of the organization. For an overview of the shares taken in trust and the issued depository receipts of NOWOS, as at 31 December 2019, please refer to Statement of the Shares in our online Annual Report.

The Board of SAAN, NOWOS and its Depository Receipt Holders engage with each other regularly, following the principles outlined in the document ‘SAAN’s vision on its role’.

This happens both informally and formally through meetings like the AGM and meetings for Depository Receipt Holders in the countries where NOWOS is active.

Depository Receipt Holders
NOWOS has been an independent organization since its establishment in 2019. To ensure the special character and mission of our organization all shares are held in trust by a dedicated foundation (SAAN). This foundation issues depository receipts which can be bought by investors. The majority of depository receipts are privately owned. The voting rights of these large depository receipt holders do not differ from other depository receipt holders. Depository Receipt Holders may never own more than 10% of all depository receipts issued and each Depository Receipt Holder is limited to a maximum of 1,000 votes when voting at the General Meeting of Depository Receipt Holders. The General Meeting of Depository Receipt Holders appoints the members of the Board of SAAN, based on its recommendations.

“MANACRACY SELF-MANAGING ORGANIZATIONAL SYSTEM
DESIGNED WHERE PEOPLE CAN BE THERE TRUE SELVES”

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