Organizational Governance

Tony's Chocolonely Unveils Future-Proof Legal Structure to Protect Its Company Mission

The impact-driven chocolate brand hopes that Tony's Mission Lock will provide inspiration to other companies looking to protect their mission for the long term.

Published 1 year ago | About a 5 minute read

Image: Tony's Chocolonely

Irrevocable legal structure protects Tony's mission

Tony's mission of eradicating exploitation in the chocolate industry, its 5 Sourcing Principles and the legal obligation of Tony's leadership team to uphold these are already embedded in Tony's Articles of Association. The company is now going one step further to indefinitely safeguard the company's purpose, by introducing a brand-new governing structure: Tony's Mission Lock.

The new legal structure utilizes a golden share (a non-economic stake in the company). This means Tony's mission, the 5 Sourcing Principles and the company's core values cannot be amended without approval of the new governing structure — effectively and irrevocably locking in Tony's mission for as long as the company exists.

Independent 'Mission Guardians' to oversee the structure

Three independent Mission Guardians with strong track records in the social impact and sustainability spheres will have the sole responsibility to act as representatives and guardians of Tony's mission:

The structure is chaired by Seth Goldman — founder of Honest Tea and Eat the Change and Chair of Beyond Meat — a world-leading impact entrepreneur with extensive experience in growing mission-led companies with a range of public and private shareholder structures.
Lawyer turned broadcaster Ikenna Azuike brings a breadth of experience in social and climate activism, strategy and journalism, an understanding of West Africa's socioeconomic context and legal experience to the table.
Anne-Wil Dijkstra — Tony's former Chief of Impact, Operations and People & Culture — rounds off the Mission Guardian trio and brings to the team valuable insider knowledge of Tony's impact model and hands-on experience of implementing this model operationally.

"I've learnt from my own experience that — even when we create companies with the highest aspirations in mission — times change, people change, new people come in and organizations change, too. So, historically, no mission is guaranteed. I hope we can serve as advocates for all people and communities around the world that are served and supported by Tony's 5 Sourcing Principles. Like anything new and unproven, I'm sure we will learn along the way. But I also hope our approach can become a model for other purpose-driven brands." — Seth Goldman

Tony's mission

Tony's Chocolonely is an impact company that makes chocolate. Since 2005, the B Corp- and Fairtrade-certified company has dedicated its efforts to raising awareness of and eliminating inequality in the chocolate industry. The brand aims to lead by example — building direct, long-term relationships with cocoa farmers in Ghana and Côte d'Ivoire, paying them a higher price, and working together to solve the underlying causes of modern slavery and child labor.

Tony's 5 Sourcing Principles aim to address the complex issue of poverty in cocoa through concrete solutions. The principles are (1) sourcing fully traceable beans, (2) paying a higher price for cocoa to enable farmers to earn a living income, (3) promoting strong farmers via partner co-operatives to professionalize and make cocoa farming safe and sustainable, (4) engaging in long-term commitments to boost farmers' income security, (5) training farmers to improve their cocoa productivity and quality, as well as their agricultural knowledge on crops. Applying all five principles can structurally improve the lives of cocoa farmers.

New tools for collaboration and accountability

In addition to holding a golden share, Tony’s three Mission Guardians now have access to a suite of tools that they can utilize when they believe a major breach of the company's mission-related responsibilities may be happening.

This 'break glass in emergency' approach enables them to work proactively and collaboratively with senior management to first understand the detail behind any serious concerns expressed to them — and swiftly resolve these. Any stakeholder in the company — including employees, cocoa farmers, business partners and Choco Fans — can raise any serious concerns anonymously with the Mission Guardians via: [email protected].

In extreme circumstances where these issues are not resolved, the Mission Guardians have the right to escalate these concerns publicly via a double-page spread in the company's annual FAIR report; through international full-page newspaper advertisements in each of the major markets in which Tony's is active; and, ultimately, by referring the matter for legal investigation and arbitration at the Enterprise Chamber of the Court of Appeal in Amsterdam.

A blueprint for impact companies

As always, Tony's hopes its ambitious new move will inspire other impact brands to follow.

"A growing number of purpose-driven companies are looking for ways to secure their impact models at the core of their business permanently and irrevocably, independent of shareholder structure. With this model, we hope to role-model what we believe to be a powerful mechanism to protect our mission and Sourcing Principles forever and act as an inspiration for others to look more closely at what they can do to secure their mission, too.” — Tony's Chief Chocolonely, Douglas Lamont

To help other companies copy the approach and raise the bar collectively, Tony's will open-source the full details of Tony's Mission Lock's structure.

Lamont and the Mission Guardians will officially sign the structure's formation document live at Tony's FAIR in Amsterdam on June 8, 2023. They will discuss what this evolution of a Mission Lock means, both to Tony's mission and that of other impact companies, during a live Q&A.