H1: Agency · Stewardship.
Sub: Two competing answers to one question. Who is a director, and what is a director for.

Eyebrow: `STRATEGY ROOM · NOTE 11 OF 15`
H1: Agency Theory vs Stewardship Theory.

Date plate: 1932.
Caption: Adolf Berle & Gardiner Means · The Modern Corporation and Private Property.
Pulled fragment: "The separation of ownership and control."

Date plate: 1976.
H2: Agency Theory.
Caption: Jensen & Meckling · Theory of the Firm · Journal of Financial Economics.
Body: The firm is a nexus of contracts. The principal-agent relationship is the contract that matters most.

Eyebrow: `WHAT AGENCY BUILT`
Six rows:
- Chair / CEO separation.
- Majority-independent boards.
- Annual director elections.
- Equity-tilted pay.
- Clawbacks and say-on-pay.
- Activists as legitimate disciplining force.

Date plate: 1991.
H2: Stewardship Theory.
Caption: Donaldson & Davis · Stewardship Theory or Agency Theory · Australian Journal of Management.
Body: Same manager, different psychological frame. Aligned with the firm's purpose. Surveillance itself becomes the problem.

Date plate: 1998.
Caption: Muth & Donaldson · Stewardship Theory and Board Structure.
Body: Stewardship boards outperform on long horizons in capital-intensive and high-R&D sectors.
Pill: That is the sector profile of integrated energy.

H1: BP plc.
Sub: Plotted against both theories.

Date plate: February 2020.
Caption: Stewardship thesis.
Three lines:
Net zero by 2050.
Fifteen-year stranded-asset judgement.
Lund as chair, Statoil and BG Group lineage.

Date plate: February 2025.
Caption: Agency thesis.
Three lines:
Reset under activist pressure.
Pay design shifted, scorecard shifted.
Strategic horizon shortened.

Lund approved both moves.
Most boards hold one theory until an external event forces the other.
The test: is the theory under pressure the one the situation requires, or the one the loudest stakeholder prefers?

H1: 3G Capital.
Sub: Lemann · Telles · Sicupira · founded 2004.
Body: Agency theory in concentrated form. Zero-based budgeting. Layers removed.

Three-stat strip:
- 2015 merger · ~$130bn market cap.
- 2017 · Unilever bid attempted, $143bn.
- 2019 · $15bn goodwill writedown · market cap < $30bn.
Caption: Both theories survived the moment. Only one survived the decade.

H1: Apple Inc. · 2013 to 2016.
Sub: Tim Cook · Art Levinson chair · Carl Icahn campaign.

Four rows:
~1% activist stake demanding accelerated buybacks.
Apple ran the buybacks. Largest programme in corporate history.
Board controlled the timing. The board's clock, not the activist's quarter.
Icahn exited 2016. Market cap rose from ~$400bn to over $3tn.
Caption (italic, smaller): Stewardship is not refusal of agency-theoretic capital returns. It is control of their timing.

Both readings are available on the same facts.
The theory you hold changes what you see.
Most boards will need both. Surveillance and trust, applied to different questions.
What a board cannot do is pretend it holds neither.

If you asked your chair which theory the board's pay design currently assumes,
and your CEO whether that theory matches their own self-understanding,
what would the gap between the two answers tell you?

Curated by Matthew Doyle · mæd partners.

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Educational material · not legal, regulatory, or investment advice · see `00 - Disclaimers.md` for the full notice · © 2026 mæd partners limited.