The Big Society Trust (BST), a company limited by guarantee and the holding company which has the sole object of protecting the social mission of Big Society Capital Ltd.
We are governed by our social mission and we reinvest the majority of any surplus we generate in our mission. We will seek to achieve financial sustainability over the long term as far as we are able, given our social mission.
The Big Society Capital Group is made up of three separate organisations:
Big Society Capital Ltd (BSC), a company limited by shares and the operating company of the group.
The Big Society Foundation, which will be constituted to receive charitable donations and develop grant programmes to support the group’s mission.
Barclays, HSBC, Lloyds Banking Group and RBS also hold shares in Big Society Capital Ltd.
The Big Society Trust
The Big Society Trust (BST) acts as a shareholder in Big Society Capital Ltd (BSC). It ensures that BSC remains true to its social mission to grow the social investment market in the UK.
To enable it to carry out its role, BST has a controlling interest in BSC. This takes the form of a 60% equity stake and 80% of the voting rights. Any change to BSC’s social mission requires the consent of at least 75% of the BST board.
BSC must report regularly to the BST board on its financial performance; new investments (and how they further the aims of BSC); the performance and monitoring of existing investments; material breaches of investment principles or responsible business principles; and the details of senior management appointments and remuneration.
The BST board contains a balance of expertise from both the social and financial sectors as well as a nominated Government representative. This is to ensure that BST is able to carry out its role effectively. The board will always comprise:
A financial sector representative;
A business sector representative;
One of either the CEO of NCVO (National Council for Voluntary Organisations) or ACEVO (Association of Chief Executives of Voluntary Organisations) ex-officio, rotated every two years;
The CEO of Social Enterprise UK (ex-officio);
Two social sector representatives (appointed following an open recruitment exercise);
The Chair of Big Society Capital (ex-officio);
A Government representative (appointed by the Accounting Officer for the Cabinet Office).
Big Society Capital
Big Society Capital Ltd is the operating company of the Big Society Capital group. It is a company limited by shares, with a mission to act as a social investment wholesaler and to promote and develop social investment and the social investment market in the UK.
BSC’s purpose is to achieve its social mission rather than to maximise profits for shareholders. BSC shares are owned 60% by the Big Society Trust and 40% by the four major UK high-street banks (Barclays, HSBC, Lloyds and RBS). The BST will always hold at least 80% of the voting rights in BSC and the banks no more than 20%.
The composition of the BSC board reflects the purpose of BSC and includes a balance of financial and social sector expertise. The board is mainly non-executive, with only one executive member (the CEO of BSC).
The board of BSC provides overall leadership and is accountable for BSC’s performance. It delegates some decision-making through a formal committee structure, including an investment committee. More details can be found in our Vision, mission and activities document.
BSC is run by an Executive Management Team which leads the five key areas of the business: investments; impact and operations; strategy and market development; finance; and communications. Our staff team will grow as our portfolio of investments grows and as the market develops.
An Advisory Board made up of prominent practitioners from the social, financial and business sectors provides advice to the CEO of Big Society Capital. The Advisory Board currently comprises 23 members and will meet about three times a year.
Big Society Foundation
The Big Society Foundation will be established as a company limited by guarantee with charitable status to receive charitable donations and surpluses generated by BSC. These will be used to develop complementary grant programmes to support the Group’s mission. More information on the Big Society Foundation will be available in due course.