our missionnewsIntroducing: Tony’s Mission Lock – a future-proof legal structure for impact companies
Introducing: Tony’s Mission Lock – a future-proof legal structure for impact companies
31 May 2023
As an impact company that makes chocolate, we’re over the choco-moon to introduce you to our brand-new legal structure, Tony’s Mission Lock. This might be the world’s 1st, but we sure hope it’ll be the 1st of many. Which is why we’re extra delighted to give the stage to our very own Chief Chocolonely, Douglas Lamont in 3-2-1..
It’s no secret that I’m a big supporter of purpose-led business. My firm belief is that any company, no matter its size, should place positive impact at the heart of its business.
In my personal journey as a B Corp leader, I’ve been fortunate to have the opportunity to work for- and with truly purpose-driven companies and individuals that are paving the way to doing better business.
But many times, we have witnessed mission-led businesses losing their way. Passionate founders sell down their shares and are replaced at the helm, over time things dissipate, and in the end the very foundation of the company, its mission, crumbles.
At Tony’s we are an impact company first and foremost, and our mission, to eliminate child labour and all illegal labour in the entire chocolate supply chain, is too important to just fade away in the future. So naturally we’ve been looking for ways to ensure that our hard work does not get undone.
Not now, not in 10 years’ time, not ever.
That is why, I’m extremely excited and proud to announce that we are introducing a brand new future-proofed governance structure called Tony’s Mission Lock.
Tony’s Mission Lock is a legal structure which gives a golden share in Tony’s to a fully separate and independent entity (a foundation) – overseen by Mission Guardians.
As a B Corp, Tony’s Articles of Association (the legal rules that tell the leadership team what they are legally obliged to do) already includes our mission, our 5 Sourcing Principles and our Chiefs’ legal responsibilities to uphold these. But with this golden share, Mission Guardians will be able to protect against any changes to our mission-related clauses – ensuring these elements can never be changed without their agreement. Locking in leadership’s legal responsibility to uphold Tony’s mission.
It’s a “super share” of sorts, without economic value, which can’t be taken away from the Mission Guardians regardless of future shareholder structures.
This legally protects Tony’s mission, indefinitely.
The Mission Guardians also have a secondary “lock”, if they believe Tony’s Chiefs are drifting from the mission or 5 Sourcing Principles in practice.
Firstly, they have a right to full transparency and access to all stakeholders. Any serious concerns in relation to any mission breaches can be shared directly with Mission Guardians by any of Tony’s stakeholders and employees. As part of this Mission Guardians have the right to investigate and discuss concerns in detail with management and suggest remedial steps. Of course, the ambition would be to resolve any mission drift in this way.
As a second escalation, they are entitled to publicise their concerns with two pages in our annual FAIR report, and in addition they have the right to publish any serious concerns in national newspapers across Tony’s major markets. Two powerful tools.
The final and strongest escalation is a legal one, with the right to refer the matter for legal investigation and arbitration at the Dutch Enterprise Chamber.
We’ve appointed three fantastic Mission Guardians to oversee Tony’s Mission Lock, selected for their range of skills and heavyweight experience.
World-leading impact entrepreneur, Seth Goldman, the Founder of Honest Tea and the Chair of Beyond Meat is the first. He has unique experience, founding and running impact companies under a range of shareholder structures and will act as the Chair of Tony’s Mission Lock.
Anne Wil Dijkstra, as ex-Co-Captain of Tony’s, will bring in-depth knowledge of Tony’s impact work on the ground. And finally, Ikenna Azuike brings a breadth of experience in social and climate activism and is all about championing the players at the start of the value chain.
Our Supervisory Board, our shareholders and the entire Chiefs team have passionately worked on crafting this governance model for the last 18 months and we believe it to be a robust mechanism to protect our mission in perpetuity. I am very proud of all the shareholders, who range from our founders to more classic investors, who unanimously have supported the implementation of Tony’s Mission Lock.
It was great to see the hugely positive reaction we got from all our employees when we shared the news internally this week. Like me, they now have the comfort of knowing that the great work that they do every day to build towards our mission will be protected forever.
To all purpose-driven leaders and shareholders, we hope that Tony’s Mission Lock provides you with a little bit of inspiration to think about how you too could lock your mission forever. To help with that, we will shortly be publishing a fully open-source guide on what we have done (there is a lot more detail to be shared). For starters, check out how it works here.
In addition, you can hear more about this from me and meet our Mission Guardians live at the Tony’s FAIR, an impact celebration, on Thursday 8th June in Amsterdam (get your tickets here).
To celebrate the launch we are also offering all B Corps 4 free tickets to come along and talk mission, impact and all things B Corp, which you can request here (invited by: B Corp).
Join us in raising the bar and ringing in a new endless age of better business for all mission-led companies.