The unique ‘direct and integrated’ institutional arrangements of a democratic employee-owned business: The case of Gripple Limited

Abstract

The study investigates the ‘direct and integrated’ democratic employee-owned (for-profit) business (DEOB) model of Gripple Limited as part of GLIDE (Growth Led Innovation Driven Employee Company Limited), a non-profit industrial foundation. It draws on a programme of in-depth employee-owner interviews on the ability of institutional arrangements (collective processes and communal-relational strategies) to mitigate mission drift (an imbalance between commercial and social logics), downside drift (moving towards oligarchy) and socioeconomic inefficiency from the degradation of property (return and control) rights. The investigation of Gripple’s unique institutional arrangements includes an internal market-maker system (skin in the game) and incentive policies (sacrifices) as part of bilateral hostage posting.

Introduction

There is a spectrum of hybrid organizations associated with non-profit industrial foundations that own for-profit businesses (Hansmann and Thomsen, 2021; Thomsen, 1999). However, there are substantive differences in institutional arrangement between industrial foundations that own democratic employee-owned (for-profit) businesses (DEOBs) to those that own traditional capitalist (for-profit) businesses (TCBs). One important difference is that democratic formal structural (collective) processes and communal-relational strategies are used to reshape organizational behaviour to mitigate mission drift due to inherent tensions between complex institutional (commercial and social) logics (Cornforth, 1995, 2014; Guidi et al., 2008, 2010; Mygind, 1992; Viggiani, 1997). For instance, mission drift is associated with hybrid DEOBs’ losing sight of the social (commercial) mission due to a narrow focus of attention on economic efficiency (social value) in the pursuit of profits/return rights (democratic participation/control rights). Thus, mission drift can cause socioeconomic inefficiency, e.g. due to production function issues, ¹ which is detrimental to organizational survival (Ebrahim et al., 2014; Guidi et al., 2010; Pagano and Rowthorn, 1996).

Many sustainable ‘indirect and integrated’ DEOBs mitigate mission drift through ‘robust formal institutions of democratic governance and control’ (Diefenbach, 2019: 554, italics in original). These arrangements include guardrails ‘as formal structures, leadership expertise, and external/internal stakeholder relationships associated with each side of the hybrid’ (Smith and Besharov, 2019: 27). In other words, these institutional arrangements involve collective processes and communal-relational strategies that mitigate mission drift by balancing social and commercial purpose, goals and values through credible commitments to bilateral cooperation for mutual gain (Basterretxea and Storey, 2018; Guidi et al., 2010; Hadley and Goldsmith, 1995; Kandathil and Varman, 2007; Oakeshott, 2001; Smith and Besharov, 2019; Viggiani, 1997).

The study makes the following contributions. Firstly, the study investigates the unique ‘direct and integrated’ institutional arrangements of Gripple as a (for-profit) DEOB including share ownership (skin in the game) policy and GLIDE’s (not-for profit) industrial foundation as internal market maker for share transfers that can impact Gripple’s employee-owners’ (EOs’) return rights. Gripple Limited is a Sheffield based manufacturer of the Gripple Trademark/brand wire joiner used in the building services, civil construction, agriculture, landscaping, solar solution, utilities and rail sectors. Secondly, the reactions of EOs to the internal market-maker system and the share/dividend policies have been examined. The EOs’ experience provides evidence of the impact on behaviour. Thirdly, the study indicates that the current literature is insufficient to show the nuances of mission drift as downside drift, i.e. the degradation of EOs’ property (return and control) rights, when new institutional arrangements are introduced.

Hence, this study investigates the unique DEOB of Gripple and its institutional arrangements. The study addresses the research gap by exploring how ‘direct and integrated’ hybrid DEOBs’ institutional arrangements mitigate mission drift and socioeconomic inefficiency due to production function problems by limiting degradation of property rights.

Literature review

DEOBs as hybrids

Hybrid organizations can take many forms but, essentially, they incorporate competing institutional logics (Battilana and Dorado, 2010; Pache and Santos, 2013). DEOBs owned by not-for profit industrial foundations can be considered to be hybrids, similar to social enterprises. Social enterprises possess both a social and a commercial mission (Ebrahim et al., 2014). DEOBs’ social mission is democracy, and their commercial mission is making a profit. Further, many DEOBs are democratic hierarchies (Viggiani, 1997). These hybrids use selective coupling strategies to maintain a coupling of democratic and administrative structures via a hybrid ownership. This may involve a not-for-profit industrial foundation with social values, and a for-profit limited liability company with commercial goals (Pache and Santos, 2013). Thus, these hybrids blend institutional hybrid logics that are not always compatible (Besharov and Smith, 2014).

It is acknowledged that ‘ownership is not a simple concept’ since there is a spectrum of different forms of employee ownership arrangements (Tannenbaum, 1983: 236 cited in Pierce et al., 1991: 124). The various employee ownership hybrid models will have unique technologies, i.e. productive forces, with attributes that influence the allocation of the bundle of property (return and control) rights, i.e. relations of production, or vice versa which reduce agency costs, transaction costs and thus, inefficiencies (Pagano and Rowthorn, 1996). The technology attributes may include a (non-)transferable share system. For example, non-transferable shares held in a trust as common property or transferable shares as private property that are tradeable via an internal market maker provide common and private ‘ownership’ with a different bundle of rights (Bernstein, 1976; Dahl, 1985). Other technology-rights attributes include allocating responsibilities through use of various sacrifices that act as constraints (self-denying ordinances) that mitigate rights violation (Bader, 1986; Viggiani, 1997). That is, sacrifices are self-enforcing relations as part of long-term reciprocal strategies, which generate credible commitments to bilateral cooperation with mutual net benefits through low-cost production functions (Ostrom, 1998). Further attributes include an appropriate mix of purposive (value-fulfilment), solidarity and material incentives to improve socioeconomic efficiency (Rothschild-Whitt, 1979).

DEOBs’ institutional arrangements are impacted by the complex interplay between incentives, rights and governance. For instance, the variation of the interplay can cause conflicts of interest, residual claims and power relation issues (Pagano and Rowthorn, 1996). In property rights literature, EOs impact cashflows and thus are ‘owners’ with first claim (return rights) on the surpluses from the productive use of property (Barzel, 1999; Bernstein, 1976). However, a fundamental problem is that EOs with limited property (return and control) rights, e.g. will tend to identify mainly with professional identity with a focus of attention on commercial goals (Pagano and Rowthorn, 1996). Furthermore, EOs’ participation includes the (control) rights to manage (veto) strategic and operational decisions (Ben-Ner and Jones, 1995). The control rights are supported by democratic governance (technological) arrangements, e.g. a multi-tiered board system with elected supervisory boards, which generate a circularity of power to mitigate oligarchy (Ackoff, 1994; Bernstein, 1976; Cornforth, 1995; Diefenbach, 2019; Pek, 2021; Rothschild-Whitt, 1979). However, democratic participation can produce inefficiencies, e.g. from additional costs from delayed decision making (Cornforth, 1995; Pek, 2021; Rothschild and Whitt, 1986).

It is recognized that employee ownership structures can positively impact on organizational commitments but may have inefficiencies due to absenteeism and tardiness when there is a lack of a control system (Rhodes and Steers, 1981). This inefficiency may be less of an issue for democratic hierarchies with institutional arrangements that include (democratic and administrative) control systems that balance economic and democratic purpose, goals and values (Guidi et al., 2010; Viggiani, 1997). For instance, maintaining relational exchanges mitigates absenteeism by generating job satisfaction (Bari et al., 2016). As Ben-Ner and Jones (1995: 544) argue, EOs with strong return and control rights will improve efficiency by strengthening ‘social relations that bind’. Thus, property rights, monitoring (governance) and work effort are important for the institutions of reciprocity (Ostrom, 1998).

The different ‘direct’ and ‘indirect’ DEOB hybrid forms will experience mission drift in different ways (Ebrahim et al., 2014). Identifying mission drift is not straightforward and may be visible or less visible when there are formal and informal changes to goals, strategies, policies or working practices. This will generate major or subtle reshaping of incentives (property rights) including political power (control rights) (Cornforth, 1995, 2014). Many sustainable democratic hierarchies (DEOBs) are ‘indirect and integrated’ hybrids such as John Lewis and Partners (JLP) and Scott Bader Commonwealth (SBC) (Ben-Ner and Jones, 1995; Blum, 1968; Guidi et al., 2010; Hadley and Goldsmith, 1995). JLP and SBC provide EOs with strong control rights but weak return rights (Ben-Ner and Jones, 1995). That is, JLP and SBC are ‘indirect’ hybrids because the non-transferable shares are held within a trust on behalf of all EOs, whereas ‘direct’ hybrids have transferable shares that are held by individual EOs with strong return rights. ‘Integrated’ DEOBs are hybrids that have commercial and social activities that create both profit and social value (Ebrahim et al., 2014). Thus, ‘integrated’ hybrids generate socioeconomic value (efficiency) through the same set of activities. However, over time they may incur mission drift by deviating from their economic goals/commercial logic or democratic values/social logic (Diefenbach and Sillince, 2011; Ebrahim et al., 2014; Viggiani, 1997).

DEOBs are susceptible to mission drift due to increasing tensions between institutional commercial and social logics (Besharov and Smith, 2014; Pache and Santos, 2013). Problems of legitimacy occur when DEOBs prioritize economic value (profit, product innovation or sales) to the detriment of social value (employee-owners, participative mechanism or social policy), where the latter is of secondary importance (Derrida’s hierarchical ordering problem) (Besharov and Smith, 2014). The tensions between logics in DEOBs (democratic hierarchies) can be more complicated since EOs with ‘direct participation in operational decision-making and indirect participation in strategic decision-making via representatives . . . represents more radical forms where people (successfully or unsuccessfully) try to overcome hierarchical structures and processes’ (Diefenbach and Sillince, 2011: 1519; Varman and Chakrabarti, 2004; Viggiani, 1997; Westenholz, 1999). In other words, the hierarchical prioritization of commercial or democratic logic can create complex domination and subordination tensions (Diefenbach, 2019; Diefenbach and Sillince, 2011). For instance, accountability may be through uncritical moral obedience and absolute (personal) loyalty versus critical peer monitoring with sympathetic graduated sanctions (Coupassan and Dany, 2003; Diefenbach, 2019; Diefenbach and Sillince, 2011; Ostrom, 1998; Shaheen et al., 2019).

Mission drift may manifest by prioritizing economic profit over democratic participation or vice versa. For instance, elites’ de facto control rights can circumvent institutional power sharing arrangements with subordinate EOs (Diefenbach, 2019). For example, ‘integrated’ DEOBs may still be ‘subject to the risk of mission drift as they may over time give priority to profit-seeking over social mission’ (Ebrahim et al., 2014: 84). In other words, there is still a lack of understanding of hidden/latent mission drift. This is due to our limited theories and empirical evidence on how multiple institutional logics can coexist and be balanced in practice (Besharov and Smith, 2014; Mangen and Brivot, 2015).

Democratic hierarchies have ‘unified ownership’ (vertical integration) arrangements that can mitigate mission drift due to better defined property rights, e.g. strong control rights with a more efficient dispute resolution system. For instance, democratic hierarchies employ dispute resolution arrangements for coordinated adaptation with elected representative(s) as interface coordinator(s) at various levels of the hierarchy to judicate relational and transactional disputes (Romme, 1999; Williamson, 1985, 1996). The democratic dispute resolution arrangement supports effective ‘spaces of negotiation’ (dissent) through open communication and feedback channels (Battilana et al., 2015; Blum, 1968; Romme, 1999). Thus, mission drift may arise from transactional and relational disputes between individuals/work teams with administrative/ democratic leadership. The DEOBs’ democratic institutional arrangements can mitigate mission drift through a circularity (sharing) of political power (control rights), e.g. through multi-tiered board and cultural systems. The arrangements can generate ‘spaces of negotiation’. That is, the arrangements can provide timely and open feedback (communication channels) for dissenting views involving mutual criticism that limits political inequalities whilst building morale (Ackoff, 1994; Bari et al., 2024; Battilana et al., 2015; Kandathil and Varman, 2007; Pastier, 2024; Romme, 1999). Otherwise, relational and transactional disputes may degenerate into organizational cynicism (OC) ² with dysfunctional reciprocal ‘hold up’ strategies (Bari et al., 2022). In other words, Michel’s iron law is not inevitable; however, downside drift will always be present when there are unresolved antagonistic disputes where dissent is silenced and social expectations are not met (Diefenbach, 2019; Pastier, 2024).

Democratic institutional arrangements

A major concern is that DEOBs’ institutional arrangements may not be able to mitigate mission drift due to institutional and behavioural maladaptation hazards involving governance structure (an organizational construction) and production function (a technological construction) (Williamson, 1996, 1999). There is evidence that DEOBs’ institutional arrangements mitigate hybrid mission drift by supporting ‘fair’ allocation/distribution of resources, risks and power (Brown et al., 2019). The institutional arrangements include ‘rules of the game’ through well-defined property (return and control) rights and responsibilities (sacrifices/constraints) that limit inefficiencies from agency and transaction costs (Bader, 1986; Guidi et al., 2008, 2010; Hadley and Goldsmith, 1995; Mygind, 1992; Mygind and Rock, 1993). For instance, the institutional arrangements of ‘indirect and integrated’ DEOBs, such as JLP and SBC, have for well over half a century mitigated hybrid mission drift and socioeconomic inefficiency due to production function issues (Guidi et al., 2010). In other words, DEOBs are more socioeconomically efficient than TCBs due to their institutional arrangements that better define property rights through written constitutions with self-denying ordinances (sacrifices) and governance structure through democratic multi-tiered boards (Bader, 1986; Basterretxea and Storey, 2018; Cathcart, 2014; Guidi et al., 2010; Hadley and Goldsmith, 1995; Oakeshott, 2001; Smith and Besharov, 2019; Varman and Chakrabarti, 2004). Thus, DEOBs with institutional arrangements that balance socioeconomic mission by safeguarding EOs’ property rights are more valuable to society (Guidi et al., 2008, 2010). Further, DEOBs’ value to society is highest when DEOBs provide net (socioeconomic) gains by minimizing social loss (waste) (Guidi et al., 2008).

Mission drift as downside drift

DEOBs’ mission drift caused by the imbalance between commercial and social logics due to weak institutional arrangements will generate dysfunctional consequences. For instance, the lack of ‘democratic consciousness’, a limited set of democratic attitudes and values (Bernstein, 1976), can move DEOBs towards oligarchy and away from participation (Varman and Chakrabarti, 2004). Whilst institutional incentives that transactionally benefit a subset of EOs over bilateral reciprocal relations will reduce social capital and are thus detrimental to DEOBs’ survival (Aoki, 2010; Bari et al., 2021; Bernstein, 1976; Rothschild-Whitt, 1979; Westenholz, 1999). In other words, DEOBs’ hierarchical ordering can generate production function (control and common property) problems. Whereby EOs lower down (higher up) the democratic hierarchy having less (more) political power and share of profits through the degradation of control and return rights (Besharov and Smith, 2014; Guidi et al., 2010; Pagano and Rowthorn, 1996; Pastier, 2024).

Another major issue is the tendency to dismiss the competing (social) expectations that raise questions of ‘fairness’ in relation to formal collective processes (Kandathil and Varman, 2007). ‘Fairness’ issues may arise when formal processes are impacted by abuse of power, e.g. due to the failure in democratic participation (Diefenbach and Sillince, 2011; Hadley and Goldsmith, 1995; Varman and Chakrabarti, 2004). For instance, fairness issues may involve a profit/wage redistribution where dysfunctional consequences arise from ‘well intentioned’ but coerced implementation of a policy, which results in a unilateral gain for a subset of EOs. In other words, poorly designed and implemented institutional arrangements will involve restricted communication channels, limited participation in decision making and ‘antagonistic’ leadership that degrades DEOBs’ ‘economic atmosphere’, ‘social climate’ and ‘socio-moral climate’ (Pagano and Rowthorn, 1996; Verdorfer et al., 2013; Williamson, 1985, 1996).

Downside drift (‘dilution’ of control rights) arises in ‘integrated’ DEOBs (democratic hierarchies) through persistent oligarchical tendencies in relation to complex interactions between adaptation and identity. Social hierarchy can cause social and professional identity issues including ‘prototypical profession’ that generates excessive managerial discretion with dysfunctional consequences (Diefenbach and Sillince, 2011; Mangen and Brivot, 2015; Smith and Besharov, 2019; Varman and Chakrabarti, 2004). For instance, dysfunctionality may arise from EO ‘managerialists’ who believe that ‘managers must manage’ (Hadley and Goldsmith, 1995: 185; Varman and Chakrabarti, 2004). That is, managers should not be burdened with ‘excessive’ democratic participation and thus, the latter needs to be segregated (decoupled) from commercial decision making (Diefenbach and Sillince, 2011; Hadley and Goldsmith, 1995; Pache and Santos, 2013; Varman and Chakrabarti, 2004). Thus, dysfunctionality comes from antagonistic interactions in relation to the ‘Us and Them’ paradoxical frame, which is based on an ‘Us (friend) versus Them (enemy)’ contradiction. Whereas functionality comes from agonistic interactions in relation to a ‘Us (friend) and Them (friendly adversary)’ tension that recognizes Derrida’s democratic paradox and non-centralization of power relations (Mouffe, 2009). That is, dysfunctionality is generated when elites use their leadership positions or professional roles or social status to promote ‘untamed political antagonism’, i.e. silent dissent, and thus, circumvent democratic institutional arrangements (Bernstein, 1976; Cathcart, 2014; Courpasson and Dany, 2003; Diefenbach and Sillince, 2011; Hadley and Goldsmith, 1995; Hernandez, 2006; Pastier, 2024; Varman and Chakrabarti, 2004). In other words, democratic or administrative hierarchies can generate ‘prisoner of leadership’ issues where leaders need to be infallible and subordinate EOs need to provide absolute loyalty and obedience (Courpasson and Dany, 2003; Diefenbach, 2019; Diefenbach and Sillince, 2011; Hadley and Goldsmith, 1995; Hernandez, 2006; Shaheen et al., 2019; Varman and Chakrabarti, 2004). However, ‘socioeconomic climate’ degradation can be mitigated by long-term reciprocity (Bari et al., 2021) through bilateral hostage-posting strategies to generate credible commitments (Aoki, 2010; Raub, 2004) for all EOs, which can mitigate organizational cronyism and undue favouritism (Shaheen et al., 2019) to an EO subset.

Bilateral hostage-posting strategies: Sacrifices and skin in the game

It is important to realize that ‘direct and integrated’ DEOBs’ institutional arrangements may mitigate mission drift in relation to the complex interplay between ownership and institutional (commercial and social) logics. That is, DEOBs need to mitigate mission drift through effective dynamic collective processes that are not one-shot ‘design-issues’ but ‘institutionalize democracy’ using communal-relational strategies (Hadley and Goldsmith, 1995; Varman and Chakrabarti, 2004). Thus, formal collective (structural) processes require support from communal-relational strategies including bilateral hostage strategies (Scarbrough, 1995), e.g. skin in the game as part of reciprocity (gift exchange) (Chemla and Hennessy, 2014; Summers and Chillas, 2021). Hostage posting provides (inter)dependency for mutual gain (Scarbrough, 1995). This reduces conflicts between the far-sighted ‘planner’ and myopic ‘doer’ using rules and incentives to control and reward behaviour (Thaler and Shefrin, 1981). For instance, hostage posting as self-denying rules constrains excessive economic incentives that favour a subset of EOs. This enable DEOBs to provide ‘fair’ distribution of wealth, income and risks to all EOs (Bader, 1986; Guidi et al., 2010).

The DEOBs’ institutional arrangements need to go beyond dealing with only second-order economic issues that ignore social loss (Williamson, 1985, 1996). In other words, the parties of the ‘marriage’ between EOs and the DEOB need to contract beyond a ‘wholly calculative way’ (Williamson, 1996: 79), i.e. beyond transactional economic cost-benefit analysis. That is, DEOBs’ institutional arrangements need to mitigate dysfunctional consequences from the complex and dynamic transactional and relational behaviour that imbalances the hybrid commercial and social mission. In practice, DEOBs that have weak participatory systems are more susceptible to mission drift and thus, inefficiency through power grabbing, free riding, shirking and rights expropriation (Cathcart, 2014; Hadley and Goldsmith, 1995; Varman and Chakrabarti, 2004). In other words, DEOBs with strong institutional arrangements have institutions of reciprocity with bilateral hostage posting that use incentives and sacrifices (Bader, 1986; Guidi et al., 2010; Thaler and Shefrin, 1981).

Bilateral hostage posting in the ‘institution of marriage’ between EOs and DEOBs incorporates reciprocal exchange relations whereby both parties have made institutional specific investments (Raub, 2004; Raub and Keren, 1993; Summers and Chillas, 2021; Williamson, 1985). These strategies are based on mutual interdependency with sharing of benefits and burdens that mitigate risk of expropriation from heterogeneous interests (Raub, 2004; Scarbrough, 1995; Williamson, 1996). In other words, bilateral investments as a ‘social lubricant of exchange’ can increase social capital (Aoki, 2010; Raub, 2004). The strategies are part of the institutions of reciprocity that generate social capital through the facilitation of bilateral cooperation and coordination (Aoki, 2010; Ostrom, 1998; Scarbrough, 1995). Thus, hostage posting strategies are part of the institutions of reciprocity that facilitate bilateral cooperation and coordination (Aoki, 2010; Ostrom, 1998; Scarbrough, 1995). Further, social relations involve constraints (control rights) that are part of the institutional arrangements. However, DEOBs’ social hierarchy as a paradoxical frame can generate (create) credible commitments (moral obedience) that supports democratic cooperation (administrative coercion) with bilateral (unilateral) gains (Bernstein, 1976; Courpassan and Dany, 2003; Varman and Chakrabarti, 2004). Therefore, DEOBs need to increase their institutional investments, e.g. in a more comprehensive and generous incentive (return rights) package. Whereby EOs will then reciprocate with higher specific organizational investments in commercial and democratic knowledge, skills and attributes (Summers and Chillas, 2021). However, specific attributes can be exploited; thus, the attributes of hostage-posting strategies require ‘strong’ governance structures (Raub and Keren, 1993).

Skin in the game

There are substantive differences between industrial foundations’ DEOBs with ‘indirect’ (common property) and ‘direct’ (private property) shareholdings (Mygind, 1992). For instance, one substantive institutional difference of ‘indirect’ DEOBs, such as JLP and SBC, is that equity shares are held in a trust by their industrial foundations for all EOs, i.e. the shares are non-transferable (common property rights) (Guidi et al., 2010; Hadley and Goldsmith, 1995; Oakeshott, 2001). Whereas ‘direct’ DEOBs enable EOs to hold alienable shares (private property rights) and trade the shares with certain constraints through a market-maker system.

‘Direct’ DEOBs employ skin in the game (private property rights). Ex ante posting of skin in the game (‘hostage’) is used as an incentive for cooperation whereby the party who cooperates ex post does not lose the ‘hostage’ (Raub and Keren, 1993). However, ‘dilution’ of the skin in the game is a major concern. Differing financial stakes degrade the skin in the game’s pre-emption on free riding, shirking and other forms of expropriation (Raub and Keren, 1993). Further, conflict of interest arises when there are minority and majority EO shareholders. Thus, when DEOBs grow in size, the current collective processes and communal strategies may be unable to maintain credible commitment due to reductions in social capital, work cooperation and coordination (Aoki, 2010; Bari et al., 2021; Raub, 2004). However, DEOBs can reshape institutional arrangements to influence the bundle of property rights or vice versa (Pagano and Rowthorn, 1996). That is, institutional arrangement (technology) changes can mitigate the ‘dilution’ of the skin in the game – for instance, introducing arrangements that incentivize EOs away from myopic ‘doer’ to long-term ‘planner’ (Thaler and Shefrin, 1981), such as through a mandatory payout policy that automatically converts cash dividends into DEOB shares.

Methods

The primary method to construct our case study was the semi-structured (elite) interview, due to its suitability for exploring complex issues (Yin, 2003). The research analysis employed triangulation (Natow, 2020) to explore the complex issues surrounding institutional arrangements which dynamically (re)shape Gripple as a ‘direct and integrated’ DEOB. Semi-structured interviews involved open-ended questions that enabled unprompted issues to be raised and discussed (Brown et al., 2019). The type of questions covered during the interviews investigated Gripple’s unique institutional arrangements including GLIDE as market maker and the rewards and recognition package.

The researcher obtained agreement with Gripple and GLIDE for EOs to be made available for interview. The researcher was given a list of 20 EOs (names, job titles and emails) to contact directly. Similar to other research studies, in exchange for access to EOs, the researcher disseminated to Gripple and GLIDE a comprehensive report from the study (Bari et al., 2022). The EO interview selection process has elite interview bias issues (Natow, 2020). For instance, the total number of EOs with elite titles (e.g. ‘manager’, ‘head of’ or ‘team leader’) from the initial list was 12 out of 20. Further, only 16 of the 20 EOs on the list agreed to be interviewed. It is significant to note that nine out of 16 participants have an elite title. Those interviewed ranged from a graduate trainee to heads of departments from most areas of Gripple, including marketing, production, graphic design, people and culture (HR), supply chain, IT and design engineering, as well as one EO on secondment to GLIDE. The EOs respondents were interviewed at work (office/open workspace) or at home for the online interviews (a social desirability bias issue) (Bergen and Labonté, 2020). Further, six out of the 16 EOs interviewed were, or still are, elected representatives or active on the GLIDE board.

On average, the interviews lasted between 23 and 70 minutes and were video/audio recorded with the interviewees’ consent; all interviews were transcribed verbatim. To limit social desirability bias, the researcher at the start of each interview established rapport with participants by having a respectful and often humorous discussion of the participants’ role and experiences as well as explaining how the research data would be used. Confidentiality and anonymity procedures were also explained (Bari et al., 2022; Bergen and Labonté, 2020). Gripple and GLIDE provided additional documentation including articles of association, the GLIDE members guide and financial data. Furthermore, a Gripple EO supplied their MBA dissertation (Anderson, 2020) based on a case study of Gripple Limited.

Findings

Selective coupling

Selective coupling strategies can be used to craft a hybrid model that can mitigate competing institutional logics (Pache and Santos, 2013). The Gripple/GLIDE hybrid model uniquely combines (common and private) property rights-holdings (legal ‘ownership’) with a bundle of property (return and control) rights supported by a multi-tiered board system with democratic and bureaucratic boards (GLIDE, 2020; Gripple, 2021a). Gripple (an investee company) is part of the GLIDE group (established in 2011) (Davies, 2017). GLIDE re-registered as a (not-for-profit, common property) company limited by guarantee in 2020 (GLIDE, 2020). Gripple, like other GLIDE investee companies which are 100% employee-owned, has a unique ‘direct’ employee ownership model that incorporates one person one vote (control rights). Further, Gripple has a supervisory GLIDE board with elected Gripple members as well as two Gripple boards – an executive (management) board that is accountable to a shareholder board (similar to a board of directors with two appointed GLIDE representatives) (GLIDE, 2020; Gripple, 2021a).

Gripple was initially established as a TCB in 1989 (Davies, 2017). It was registered with new articles of association in 2021 as a (for-profit) private company limited by shares (Gripple, 2021a). However, the Gripple shares cannot be traded externally (e.g. via a stock exchange) but can only be internally ‘transferred’ (i.e. the shares have restricted alienable rights) via GLIDE as market maker. EOs need to make a ‘transfer notice’ request to Gripple’s ‘Share Transfer Committee’ to transfer (buy or sell) shares (Gripple, 2021a). This selective coupling strategy includes the mandatory purchase of Gripple shares by EOs worth a minimum of £1,000 (skin in the game) within one year of starting. The shares provide quarterly dividends (return rights) that are a minimum of one third and a maximum of one half of the net profit after tax (a self-denying ordinance) (Anderson, 2020; Davies, 2017; GLIDE, 2020; Gripple, 2021a). One of GLIDE’s functions is to preserve and develop the employee ownership culture (control rights). For instance, all EOs of Gripple become members of GLIDE regardless of how many shares they own, and there is a one person one vote policy as noted above (Davies, 2017; GLIDE, 2020). In principle, the Gripple/GLIDE selective coupling can mitigate mission drift and degradation of property (return and control) rights, which is consistent with evidence from other sustainable hybrids that use selective coupling (Pache and Santos, 2013).

Internal market maker and skin in the game

Gripple’s skin in the game policies enable EOs to directly buy (or sell) bundles of shares with dividends that can mitigate mission drift due to non-transferability and common-property problems, i.e. equal sharing of the firm’s profits among all EOs (Guidi et al., 2010; Jensen and Meckling, 1979). GLIDE as an internal market maker is supported by a ‘Market Maker Reserves Requirement’ (MMRR) that enables EOs to transfer shares. The MMRR is between 2.5% and 5% of Gripple’s value (GLIDE, 2020). In principle, MMRR mitigates cash flow (cash strain) problems in relation to share transfers. Even so, adherence to MMRR has been flexible.

It’s basically a mechanism that allows us to set the conditions for our own internal share market . . . one of the key benefits that we envisaged when Hugh and Roger [GLIDE and Gripple Founders] set it up in 2011 [with gifted shares] was that it would take cash strain away from [Gripple Limited] a little bit . . . [However] the market maker has always, kind of, netted out . . . we should aim to hold about 5 per cent of the value of the member businesses as that dividend income in GLIDE for those, kind of, purposes . . . we don’t really stick to that too stringently at the moment. (GR8)

There are cash reserve concerns in relation to EOs near retirement with large shareholdings, e.g. some EOs have around £250,000 worth of shares (Anderson, 2020).

There’s lots of people within Gripple that’s invested strategically that have now got quarter of a million-pound sat in shares . . . I know one person that’s got, like, nearly £900,000 sat in shares . . . his investment was something like, I think about £80,000 in total. (GR9)

The best way to explain it is if, say, someone is retiring and they’ve got half a million pounds worth of shares or something like that, in Gripple . . . [we] can’t afford to pay that person in one go outright. (GR11)

There is a compulsory policy that requires retired EOs to transfer their shares immediately to GLIDE (Gripple, 2021a). This policy is currently under review whereby retired EOs can keep or pass on their shares.

I know it’s been talked about looking at when people retire, I think we’re already starting to do that where they can keep the shares. . .pass it down to another family member but the shares stay within the company, you know, so you get dividends still . . . they can keep it to support their family, which I think is a great idea. (GR11)

The policy change will generate new competing tensions between institutional logics. In principle, the new policy will create conflicts of interest issues due to the separation of ownership (principal) and control (agent) (Guidi et al., 2010; Jensen and Meckling, 1979). However, the policy change may mitigate horizon problem where soon-to-retire senior EOs will be more likely to authorize higher net present value investments beyond their retirement horizon.

The majority of the 16 respondents believe that the market-maker system is procedurally ‘fair’.

My knowledge of GLIDE is quite high due to the role of GLIDE representative. The role of a market maker . . . is supporting our shares admin team . . . that purely control the market making side of GLIDE . . . When employees [EOs] need support in selling them or need advice, we’re there as that person for them to go to. (GR10)

You have a full team of share admin who are there to ease the process. You’re always fully informed and every share-quarter you do get a full breakdown of, well, the questions really . . . It’s very fair for new starters. (GR5)

Things are more complex however, as only eight respondents agreed that the system is ‘very fair’, while seven respondents ‘believe/think’ the system, as one respondent put it, is as ‘fair as it can be really’ (GR12). However, there was one respondent with a dissenting view.

My honest answer is that I think it’s weighted towards . . . [EOs] . . . who have been here from the beginning of the company. I think I feel like it’s a lot harder for young people my age, to benefit from the share scheme. (GR6)

There is a share loan scheme that supports EOs to maintain or increase their skin in the game. For instance, the scheme enables EOs to receive up to a maximum of £10,000 low-interest-rate loan for share investment with up to a five-year repayment period.

The share loan [scheme] makes it very accessible for people. We have an agreement with a credit union locally, called Transave, which allows us to offer share loans to people . . . It can be maximum five-year term. (GR8)

Respondents demonstrate a mix of myopic ‘doer’ and long-term ‘planner’ in relation to skin in the game.

I don’t have a plan [to buy more shares]. I know some people do have a plan as to when they buy them, and they do it strategically . . . It’s just, as and when, I can afford them, to be honest, because it’s a monthly payment that comes out of your wages . . . I can’t really afford cash, so I take them out on loan . . . so once x amount’s paid [back], I’ll then take more [of a loan]. (GR9)

I haven’t sold any of the shares . . . I think it’s more of a long-time plan, kind of, retirement, kind of thing, this shares thing. (GR4)

I’ve only got a small shareholding, and we’re required to hold at least £1,000 worth of shares whilst we’re employed here, and my shareholding’s only ever so slightly above that. (GR6)

Further, there is some evidence that the market-maker system was flexible during the Covid pandemic to support less well-off EOs with specific socioeconomic needs.

There is flexibility and understanding . . . buying and selling of shares was temporarily frozen while we went through the [Covid] pandemic . . . I was a little bit short in getting my house deposit together, and I requested to sell some shares when I wasn’t allowed, and that request was approved and that helped me out massively. (GR2)

The institutional arrangements can mitigate to a degree the myopic ‘doer’ since bought shares with quarterly cash dividends need to be held for at least two years (Gripple, 2021a).

Because you can earn dividends on shares instantly . . . after each quarter, you’re already benefitting straight away. You’ve got to keep shares in the company for two years before you can take any out. (GR11)

Cash dividends are at least one-third to a maximum one-half of net profits per annum. (GLIDE, 2020; Gripple, 2021a). For instance, the growth of Gripple’s net profit before tax ³ grew from around £5m to £7.7m between 2015 to 2021. Further, (adjusted) quarterly share price continuously increased whilst dividends per share were maintained between 2015 to 2021 (Figure 1).

Figure 1.

Gripple Limited quarterly share price and dividend payout (Q1 2015 to Q3 2021).

There are complexities with the myopic versus long-term paradoxical frame. For instance, EOs may feel the need to sell their shares for capital expenditure. In practice, five respondents sold shares to finance capital expenditure and two out of these five respondents indicated they sold more than one batch of shares over time.

I have sold shares . . . I needed my boiler doing in my house . . . so it was one [of] them things that the share money I always see as there, so long as you’ve been able to purchase something that benefits yourself. (GR9)

I’ve actually sold two batches of shares . . . [one batch] that went towards a house deposit. And . . . I have sold another five thousand pounds worth . . . to spend on doing up the house . . . and what I plan on doing, is when my current share loan is repaid, I am going to take out another one and I am going to top up my shares so that they continue growing. (GR2)

On the issue of dividend payout, 13 respondents acknowledge being a myopic ‘doer’ in relation to cash dividends.

Well, I’ve never had anything significant . . . I just absorbed it into my bank account. I’d like to think [to] get to stage where it could be reinvested or something like that . . . I didn’t do anything specific with it. Probably justified some purchase in my head. (GR1)

Well, they just get absorbed into my general income, you know, they get paid into the same bank account, so I don’t actually do anything specific with them. (GR13)

With that said, nine respondents at some point reinvested dividends when they became substantive.

But as soon as my shareholding increased and therefore my dividend has increased . . . I’ve started to use the dividend to buy more shares . . . I think that again it comes to the point of how significant that dividend is to you, at that time. (GR12)

The reshaping of institutional arrangements to support long-term planning can mitigate ‘dilution’ of the skin in the game.

Maybe there could be some mechanics of looking at, when you get your dividend, you could decide straight away if you have it in cash or . . . it goes into shares. That might be quite a good thing. (GR11)

One thing we’ve [GLIDE] spoken about in the past is . . . when you have people who maybe only have a minimum shareholding, so that £1,000, and don’t invest any more . . . one of the thoughts we had was that we could essentially allow them to reinvest dividend automatically in new shares . . . We’ve got to be a little bit careful in terms of advising people to buy shares . . . share price can go up, it can go down, there’re no guarantees. (GR8)

The development of key commercial and social attributes is important for sustainable hybrid DEOBs (Battilana and Dorado, 2010). The ‘Gripple spirit’ is used as a cultural bonding mechanism to develop EOs’ engagement with key attributes (Anderson, 2020; Davies, 2017).

People across the business . . . would give their full commitment anyway, but obviously . . . having that additional incentive that we’re owners of the business is something that’s very unique in my experience . . . It’s a very unique culture at Gripple, and I think it really does foster a, sort of, community spirit. (GR14)

It’s very unique . . . really lovely culture to be honest and I think it’s one of the things that attracted me to the role and to the business. There’s a real strong feeling of togetherness. It’s a great place to work. It’s not something tangible but there’s a real feel and vibe to the place. (GR3)

The ‘Gripple spirit’ fosters a ‘don’t let the ball drop’ and ‘get on with it’ attitude and behaviour (Anderson, 2020; Davies, 2017: 112) which leans too far towards commercial logic. That is, ‘sales and profitability trump most other considerations’ whilst social logic is incorporated as ‘employees are expected to work hard and are also expected to bring fun into the workplace and to take part in team activities and events’ (Anderson, 2020: 32; Davies, 2017). Thus, the ‘Gripple spirit’ can heighten institutional tensions.

I think it’s very strong . . . I think it does have its downfalls as well, sometimes . . . we end up doing a lot of firefighting in the business because everybody is so engaged and driven to make the business succeed that sometimes, we conflict what each other are doing. (GR9)

Further, the EO engagement issues may not be strongly influenced by the level of shareholdings but may be due to long tenure and nearing retirement (Anderson, 2020).

Sacrifices as hostage posting

It is recognized that post Covid-19 (and Brexit) the human resource strategies require major fundamental investment change ‘that places job security, good work and voice at the centre of employment relationships’ (Stuart et al., 2021: 915). Recently, Gripple has improved its existing 16 element employee rewards and recognition (hostage posting) package that includes BUPA healthcare, 15% non-contributory private pension and an income protection scheme (annual salary increase of around 3% to 4% p.a.) (Gripple, 2021b). The new improved 23 element package includes Paycare (dental, eyesight, etc.) healthcare plan, improved long-service award (starting from five years of service), vouchers for attendance, ‘Thank You’ days (increased holiday entitlement) and a retirement pathway (£50 a year for lunch at GLIDE House and £150 for every year of service) and flexible working (Gripple, 2021b). Further, there is a new improved basic salary (‘living wage’) policy of £25,000 p.a. for the lowest paid EOs, after one year of service (Gripple, 2021b).

We have just had a new benefit scheme that’s been implemented. So . . . that . . . the existing one has been . . . readjusted . . . retirement package, a long-term service award. We already have BUPA but we’ve been given a Paycare scheme which looks after . . . basically anything that BUPA doesn’t cover . . . ‘Thank You days’ which are extra days off each year. (GR15)

We have an incredible benefits, rewards and recognition package. It includes 15 per cent, non-contribution pension . . . We have a minimum [living] wage salary . . . after a year of being in the business, your wage gets increased to £25,000 and that’s the minimum . . . We’ve got private healthcare, private dental care, the share scheme, the events that we go on. (GR10)

We’ve included the ability for home working and more flexible working upon reflection of the pandemic . . . to give that greater work/life balance because I think family life and things like that have become more prominent in the last year or so. (GR7)

There is broad resistance towards an annual bonus scheme, which seems natural considering there is currently ‘no bonus’ culture at Gripple (Anderson, 2020).

We don’t do bonuses; we ask people to invest . . . I think it could get a little bit dangerous if we detract from that. That’s our ethos, engage the employees by encouraging ownership . . . it would be fantastic to make sure I’m hitting targets and getting a £2000 bonus or share increase or something like that, but I think they need to be a bit careful with that. I think the model works, at the minute. (GR1)

We don’t do bonuses at Gripple. But you could maybe have shares instead, put back in, I think that would be a nice option and obviously that’s quite good at promoting, keeping people in the business and supporting, you know, showing their commitment by having more and more shares rather than a pay rise, if they wanted to. (GR11)

Some respondents were open to an annual (cash or share) bonus scheme but had concerns.

I think it [paid incentives] kind of drives a little bit of different behaviour. Although being employee owned you do get different [reward] streams. But I think it would keep people on track if there was a paid bonus. (GR3)

Gripple gives, like, cash bonus for attendance . . . but it’s quite an interesting idea that that could be in shares instead. (GR13)

I suppose it’s to what end? Is this from a GLIDE [social] perspective or a Gripple [commercial] perspective . . . I think there’s some sort of recognition . . . that we could introduce that’s perhaps a little bit less money-focused . . . it would need a lot of thought . . . Because if it’s based on performance . . . We have such ‘woolly’ KPIs sometimes . . . it would need some consideration . . . how the mechanics of it would work, otherwise it’ll really set the cat amongst the pigeons, all the time. (GR16)

In practice, DEOBs such as SBC and JLP provide a distribution of annual cash bonuses based on percentage of salary with the expectation that this provides a ‘fair’ sharing of cash flows amongst all EOs (Guidi et al., 2010). Gripple provides some form of annual cash-equivalent bonus, e.g. a yearly Christmas bonus in the form of a voucher, however with the same monetary value to all EOs (Gripple, 2021b).

The new living wage policy

In principle, the new living wage policy that goes beyond the real living wage foundation rate supports Gripple’s social mission. Those respondents that mentioned the new policy seemed to be in broad agreement with it.

We have a minimum [living] wage salary. No matter where in the business you are, after a year of being in the business, your wage gets increased to £25,000, and that’s the minimum . . . So that’s another incredible benefit . . . Everyone is on the same basic salary. So that’s right from office staff to production staff to cleaners. (GR15)

That’s a massive commitment, when we have got people who are obviously on significantly less, depending on what they do but we’ve brought the standard to £25k no matter what position you’re in. (GR7)

However, there are dissenting views.

This was the one bit on the benefits package change that I think we expected the most, kind of, critique [‘kickback’] . . . which is fantastic for the people at the lower end of the wage bracket but what about the people that are hovering around that mark already, how does it affect them? . . . I can completely understand that . . . critique . . . if we look at it as a collective . . . we should have a lot of pride in the sense that we’ve been able to raise that bar . . . entry level for people to such an extent. I think . . . that’s a fantastic thing. (GR8)

The dissent voiced on the new policy involves both ‘wage differential’ arrangement (return rights) and ‘spaces of negotiation’ (control rights) issues.

Most of us are above [living wage] . . . have asked the question, do we get an increase so that, sort of, the [wage differential] gap stays the same? We haven’t had an answer back on that yet but the basic salary . . . I don’t have an answer as to whether we will get an increase. (GR15).

It wasn’t a decision made without understanding that this kind of ‘kickback’ would happen . . . if I was someone who was hovering around that [£25,000] and feeling a bit disgruntled I’d think, well if I perform well and the business will reward me in the right way based on, you know, people in my team earning similar to me. So, that’s how I view it. (GR8)

The ‘well-intentioned’ living wage policy can generate mission drift from unresolved wage differential (return rights) and democratic governance (control rights) disputes. These problems arise when Gripple’s elites implemented the disputed (‘unfair’) policy that unilaterally benefits a subset of EOs without ensuring democratic consensus from all EOs. Thus, Gripple’s institutional arrangements need to limit elites’ ability to ‘bump the guardrails’ by ignoring dissent and social expectations. In other words, Gripple needs to maintain agonistic democratic participation and tame hierarchical antagonism due to top-down fixing of debate parameters that generate divisive groupism/coalitions (Hadley and Goldsmith, 1995; Varman and Chakrabarti, 2004).

Discussion

The study investigates the issue of balancing commercial and social goals. It highlights how Gripple’s arrangements help mitigate the risk of drifting away from its social mission while pursuing commercial success. Thus, the objective of the study is to investigate Gripple’s ‘direct and integrated’ institutional arrangements that include bilateral hostage posting to maintain Gripple’s hybrid mission through the balancing of commercial and social logics, which maintains socioeconomic efficiency by mitigating degradation of property (return and controls) rights.

The study investigates innovative incentive structures. The use of incentive policies and practices, i.e. bilateral hostage posting, ensures that employees have a significant stake in the company’s long-term performance. That is, Gripple’s skin in the game policy and internal market-maker system encourage strong employee participation and commitment. The internal market-maker system includes a low-cost share loan scheme to support EOs to maintain a mandatory £1,000 worth of shares, i.e. skin in the game (property rights) as part of bilateral hostage posting. The market-maker system is considered ‘fair’ by most but not all EOs who were interviewed. The findings indicate that EOs have a mix of long-term ‘planner’ and myopic ‘doer’ behaviour (Thaler and Shefrin, 1981). For instance, EOs recognize that changing dividend payout policy from cash to shares may support skin in the game as a long-term investment strategy. However, EOs acknowledge that any new share or dividend policy needs to be well designed and democratically implemented to limit dysfunctional consequences. The findings indicate the suspended market-maker system is adaptable during a consequential disturbance, i.e. by allowing the selling of shares for financially struggling EOs for major capital expenditures.

The study investigates Gripple’s organizational investments in the form of sacrifices as a commitment device through a rewards and recognition (return rights) package. The EOs interviewed seemed generally content with Gripple’s new improved 23 comprehensive rewards and recognition package (Gripple, 2021b). That is, most EOs interviewed were hesitant to reshape the current package with additional annual (cash/share) bonus schemes due to Gripple’s culture that ‘we don’t do bonuses’ (Anderson, 2020; Davies, 2017). Furthermore, the ‘Gripple spirit’ of ‘don’t let the ball drop’ (Anderson, 2020; Davies, 2017) develops EOs’ (mainly commercial but also social) key attributes, which is essential for sustainable hybrids (Battilana and Dorado, 2010). However, the ‘Gripple spirit’ increases hybrid logic tensions.

The study investigates mitigating organizational risks. The model addresses potential issues such as mission drift and oligarchic tendencies, maintaining a balance between collective decision making and individual responsibility. For instance, a surprising finding is the potential dismissal of EOs’ ‘kickback’ in relation to the ‘well-intentioned’ new ‘living wage’ policy, which can cause production function inefficiencies (Guidi et al., 2010; Jensen and Meckling, 1979). The problem is that low-earning EOs unilaterally benefit from the policy (a return rights issue) whilst dissenting voices and social expectations from the other EOs are dismissed (a control rights issue). Thus, elites ‘bump the guardrails’ by limiting EO participation and ‘spaces of negotiation’, causing mission drift as downside drift.

Theoretical implications

The study extends the current literature by highlighting the ability and impact of a ‘direct and integrated’ DEOB’s institutional arrangements to mitigate mission drift, socioeconomic inefficiency and degradation of property rights. That is, the DEOB’s institutional arrangements can balance commercial and social logics using bilateral hostage-posting strategies involving skin in the game and sacrifices as part of the institutions of reciprocity. The study indicates that a ‘direct’ share ownership policy supported by an ‘adaptative’ internal market-maker system can maintain skin in the game (return rights) that balances hybrid mission. However, there are ‘dilution’ of the skin in the game issues due to a myopic ‘doer’ versus long-term ‘planner’ paradoxical frame. The study indicates that a DEOB’s organizational investments (sacrifices) through an enhanced recognition and reward (incentive) package need to benefit all EOs. For instance, the implementation of a new ‘living wage’ policy as part of an incentive (return rights) package that benefits only some EOs while dismissing other EOs’ dissent (control rights) will create mission drift and socioeconomic inefficiencies.

Practical implications

The study highlights DEOB implications. Firstly, ‘direct’ DEOBs with an internal market-maker system need ‘flexibility’ to support EOs’ skin in the game with a sustainable MMRR policy. Secondly, the skin in the game policies need to go beyond low interest share loans and consider long-term ‘planner’ policies, e.g. dividends mandatorily paid out in shares rather than in cash. Thirdly, DEOBs implementing a new recognition and rewards package that only benefits a subset of EOs require consensus from all EOs. This will limit degradation of return and control rights by maintaining participation and ‘spaces of negotiation’ for unresolved disputes that negatively impact the ‘socioeconomic climate’.

Limitations and future research

The study has limitations similar to other DEOB studies. Firstly, the Gripple interview data involved only 16 EO participants. Secondly, the additional Gripple and other ‘direct’ DEOB data for triangulation were limited. Thirdly, the study would have benefitted from follow-up research interviews and questionnaires of the wider EO group at Gripple. Fourthly, future research could investigate DEOBs and their institutional arrangements’ adaptative ability to withstand consequential disturbances. Fifthly, the findings open pathways for exploring how similar DEOB models can be adapted in other sectors and contexts.

Conclusion

‘Direct and integrated’ DEOBs’ institutional arrangements can mitigate mission drift, socioeconomic inefficiency and degradation of return and control rights. The functional institutional arrangements involve bilateral hostage posting as part of the institutions of reciprocity. However, the (re)shaping of processes and strategies may negatively impact the relationship between DEOBs and EOs. It is important to note that the study’s limitations may mean the findings may not fully reflect the reality of ‘direct and integrated’ DEOBs’ institutional arrangements to mitigate mission drift and socioeconomic inefficiency.