The ethical confectionery company Tony’s Chocolonely has introduced a “golden share” mechanism to prevent shareholders from weakening its sustainability commitments in future.
In an unusual move, the Dutch company, which makes colourfully wrapped chunky chocolate bars stocked in UK supermarkets, has created a new governance structure with golden shares that carry the power to veto changes to its ethical strategy.
The shares will be safeguarded by independent “mission guardians” who have the power to prevent legal changes to its sourcing principles and “mission” to eradicate inequality and exploitation in the chocolate industry.
Tony’s, which advertises its goods as “100% exploitation free”, sources from Ghana and Ivory Coast.
The group is owned by co-founder Maurice Dekkers and five other shareholders, including: two former directors, current employees and JamJar Investments, the investment firm backed by the founders of Innocent Drinks.
Verlinvest – an investment company backed by two of the families behind Belgian brewing giant AB InBev which also has stakes in the oat drink maker Oatly – is also an investor in Tony’s.
The guardian roles will be filled by the sustainable entrepreneur Seth Goldman, the former boss of Honest Tea who is chair of the vegan brand Beyond Meat; the British-Nigerian lawyer and TV presenter Ikenna Azuike; and the former Tony’s board member Anne-Wil Dijkstra.
They will be given several methods besides the golden shares to publicly or legally hold Tony’s leadership to account.
Any stakeholder – employees, cocoa farmers, business partners or consumers – can anonymously raise concerns with the guardians.
The guardians can then work with senior management to resolve any concern. If that fails, the trio have the right to publish their concerns in the company’s annual report and through full-page newspaper adverts, or refer the matter for legal investigation and arbitration at the enterprise chamber of the court of appeal in Amsterdam.
The Tony’s chief executive, Douglas Lamont, said he hoped the move would inspire other brands to follow suit.
“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,” he said.
“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.”
Goldman said: “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 organisations change too. So, no mission is guaranteed.”
“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.”
