27 March 2017
Jeremy Newsum reflects on his time as Executive Trustee of the Grosvenor Estate
Offering his personal insights into Grosvenor's approach to governance, management, trusts and tax; belief in transparency and continuity and on the importance of legacy, he makes fond references to the 6th Duke of Westminster
At the end of last year, I stepped down as Executive Trustee of the Grosvenor Estate.
The role which I have fulfilled for the past 23 years has been taken on by Mark Preston, Grosvenor Group’s chief executive, who joined Grosvenor as a graduate trainee in 1989. My predecessor, Sir John James, was appointed Executive Trustee in 1971 following the retirement of George Ridley who had served in that capacity since the death of the 2nd Duke of Westminster in 1953.
Continuity and deep experience, you will gather, are very important at the Grosvenor Estate. The death in August of Gerald, the 6th Duke of Westminster, at the too-young age of 64 was a great shock. In a sad repetition, his son, Hugh, has inherited the title and responsibilities at roughly the same age as his father – a duty Gerald had been preparing him for but did not want to see him burdened with so young. But the circumstances in which the 6th Duke of Westminster inherited his title were very different and much less favourable than those today. For that, I have absolutely no doubt, we owe a huge amount to Gerald Grosvenor.
My working relationship with the late Duke evolved over a period of 30 years. That’s a lot longer than most senior business relationships and certainly way beyond the average tenure of a chairman/chief executive partnership in public companies. Even so, the enduring success of the Estate is based on factors which are broadly relevant in business, in particular the Duke’s commitment as Chairman to good governance, excellence in management, focussing on the long term and maintaining continuity and stability. As for that other test of leadership, legacy, the Duke’s lack of any vanity means that his legacy is about enabling not conditioning.
Early on, the Duke recognised the need for a governance model which would ensure that the challenge of sustaining the success of the organisation was a shared one and not dependent on any single individual – including the Duke himself. This was best achieved by a ‘trust’ ownership structure which comprised a group of carefully-selected Trustees whose overriding objective was (and remains) to own and manage the Estate for the benefit of current and future members of the Grosvenor family. In this way, the evolution and progress of the Estate could be managed without the impact of unexpected family events or the idiosyncrasies of an individual. For an organisation which measures its history and future in centuries, this also means being well prepared for extraneous events and shocks – ranging from economic cycles to wars and societal changes – our horizon is always the long-term future.
It is thus no disrespect to the late Duke to say that nothing has changed as a result of his death. Indeed, the checks and balances which the Trustees have at their command are probably greater than those which exist in listed companies to guard against over-reaching power vested in one single individual. The 7th Duke of Westminster inherits the title. His voice will be important and increasingly significant over time but ultimate control of the assets runs wider than him – to the trustees – just as his father ensured that for himself as well.
The late Duke valued and trusted relevant expertise and recruitment of talent flourished under his chairmanship. Much of the success of the Estate over the past quarter of a century can be attributed to the application of proven experience and expertise. The Duke was clear, having appointed professional managers they should be allowed to manage. The Duke demonstrated unfailing trust in his colleagues at all levels in the organisation, and that has been repaid through the loyalty and commitment shown by so many over the years.
The Duke’s personal interest and acts of kindness towards his staff were numerous and never flaunted. His visceral opposition to the 1990’s poll tax was not manifested in a public manner. Instead, he decided to pay the tax of his rural employees out of his own pocket. Blessed with a fine memory and a vast range of knowledge, the Duke was inspirational to so many individuals throughout the organisation. He encouraged new ideas from everyone and abhorred what he described as ‘stove-pipe thinking’, wanting people to work in collaboration. His ability to talk to everyone in the same manner was natural and unforced – perhaps the result of his army training or his rural upbringing in Northern Ireland.
Above all, and relevant to my own role in particular, the Duke managed to strike just the right balance between involvement, encouragement and freedom to operate, which we all valued highly. Over all those years, I can’t recall a single occasion on which he opposed a decision reached by the Trustees; this reflects the extent to which we all shared and understood a common purpose. In essence, this was about doing the right thing bearing in mind interests other than our own (which is the classic definition of long term stewardship).
Continuity and transparency
The Duke described his tenure as “a mere flicker in the passage of time and the progress of history”. He was immensely proud of his family’s long history and believed wholeheartedly that the consistent ownership and stewardship of the London estate was a responsibility partly fulfilled for the nation as a whole. The Duke was only too aware that such a view was not shared by everyone. He recognised that Grosvenor needed continually to earn its licence to operate. The use of legal trusts to maintain continuity across generations is seen by some as unnecessarily complicated and unfair. Critics view trusts simply as opaque structures through which wealth is protected and tax avoided.
In contrast, I see trusts as the best mechanism to achieve consistent excellence in management. With the exception of two smaller trusts initially established over 50 years ago to facilitate the acquisition of some non UK assets, the Grosvenor Estate trusts are all located in the UK and, together with the Grosvenor family, who have lived in this country for nearly a thousand years, comply willingly with all their legal obligations, including paying tax. My personal view has always been that, as citizens in a democracy, we have a civic duty to pay the tax which our sovereign parliament expects us to pay and therefore ‘loopholes’ are not fair game. It saddens me that, amongst all the kind and generous obituaries written about the Duke, much has also been written declaring that little or no inheritance tax will be paid through the use of trusts.
Try as I might, I find it difficult to respect those journalists who don’t inform themselves properly, who blithely repeat something previously written or who deliberately distort information. Ownership by Trustees does not ‘avoid inheritance tax’. Trusts do not ‘die’, so they are subject to a different, regular, inheritance tax. The Grosvenor Trusts pay a tax based on value every ten years, regardless who is alive or dead. From the Trustees’ perspective, this does allow them to plan for the payment of a value-based tax (like IHT) on a known basis, rather than upon the random event of a death. The state benefits from an assured sum every ten years, which, cumulatively over the period of a family member’s life, could be larger than a single IHT payment on death.
Trusts are, of course, subject to both income and capital gains tax. The Duke was keen that we didn’t consider the letter of a law or regulation as necessarily sufficient. Since 2000, the Grosvenor Group has published its Report & Accounts on an entirely voluntary basis, underlying its commitment to transparency and accountability. The family have adjusted the concept of primogeniture so that although the title and the responsibility of being ‘head of the family’ continue through the male line, in other respects the four children are treated as equals.
The organisation which the 7th Duke inherits today is also vastly different compared to forty years ago. In the property group, the most significant change exists not just in terms of the increased scale, but also in its diversification. Today, close to half of the property group’s assets are outside the UK, including China and an initial investment in sub Saharan Africa.
The Grosvenor Estate, through the Wheatsheaf business, is now investing in food and agriculture, seeking ways to grow food more efficiently. There are many examples, particularly in our UK activities, of developments and approaches to urban environmental improvement which would not have seen the light of day if the commercial payback were measured in single years, not generations. When the financial scale and commitment of Liverpool ONE – nothing less than the remaking of a city centre – appeared to be daunting, the Duke didn’t waver in his support for this immensely bold and complicated project. The point of the project was the future of Liverpool, not the Grosvenor Estate. The common thread in all these ventures is the adoption of a long-term perspective and a profound belief in doing the right thing - a commitment to values - which permeates the culture of the whole Grosvenor Estate and all of its companies.
The Grosvenor Estate is a very significant enterprise by any standard but the Duke regarded it as something which came with the job. His personal satisfaction was derived from what he achieved for himself – his military career and, most of all, the legacy he will leave in the form of the Defence and National Rehabilitation Centre. It is sad that he did not live to see it open in 2018 but it is being built as he envisaged it, a state of the art facility in a beautiful rural setting, to give those grievously wounded in the service of their country some sense of the value placed on their sacrifice by the nation.
Many others have contributed time, expertise and money to realise the Centre but without his vision and generosity it simply would not have happened. Of course, it is lucky and a great privilege to be born into wealth but I believe if you want an example of how privilege and fortune can be used responsibly, with respect, for the greater benefit of society, you need look no further than the late Duke. Headlines like “the Duke managed his affairs to avoid paying tax or IHT” do make my blood boil because they are wrong. There are big issues to be faced regarding excessive pay for executives and the yawning wealth gap but using the Duke of Westminster as justification is to take aim at the wrong target.
Over all those years, I learned a huge amount from the Duke and I hope he learned something from me. In the modern business or indeed political worlds, it’s quite rare for partnerships to endure over such a long period, but, in our case, I’m certain that the benefit of our shared knowledge and experience increased over the years. My final piece of advice to my successor, Mark Preston and Hugh, 7th Duke of Westminster, is to invest as much time as possible in developing their relationship so that the good work of this family can continue.