diff --git a/docs/source/corda-network/governance-guidelines.md b/docs/source/corda-network/governance-guidelines.md deleted file mode 100644 index 9c237c1ec8..0000000000 --- a/docs/source/corda-network/governance-guidelines.md +++ /dev/null @@ -1,545 +0,0 @@ -Corda Network Foundation : Governance Guidelines -================================================ - -23 October 2018 - -Version 0.95 - -DRAFT for discussion - -This is a set of governance guidelines for the Corda Network Foundation. It provides a framework for the Foundation’s -Board, to steer and govern Corda Network effectively to realise its potential. It is not a set of binding legal obligations. - -1 Background to Corda and the Network -------------------------------------- - -Corda allows multiple independent applications and private networks to coexist, each with their own business models and -membership criteria, yet linked by the same underlying network (‘Corda Network’). This Network enables ‘interoperability’, -the exchange of data or assets via a secure, efficient ‘internet layer’, in a way that isn’t possible with competing -permissioned distributed ledger technologies or legacy systems. - -Corda Network operates the protocol of Corda currently, and is always expected to. The protocol is currently -specified in the Corda Open Source Project codebase, but later may be formalised in a protocol specification document, -which then will become canonical. - -1.1 Reason for a Corda Network Foundation -^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^ -R3 has set up and governs by default Corda Network currently (along with Corda). This includes making key decisions -around establishing, maintaining and updating standards, policies, and procedures for participation in, and use of, -Corda Network. - -However, it is critically important that a commercial entity should not control Corda Network going forwards. It should -be governed transparently (to its Participants), with a fair and stable structure. Analysis and feedback show -that Corda Network will be most effectively governed via a Foundation, a not-for-profit, independent entity in which -Network Participants elect, and can be elected to, a governing Board. - -A Foundation will enable Network Participants to be involved with, and also understand, how decisions are made (including -around issues of identity and permission), building trust and engagement from a wide range of stakeholders. This will -bring about the best decisions and outcomes for the Network’s long-term success. - -In other words, to achieve the community's objective of Corda ubiquity, it is necessary to put in place a governance -structure which explicitly limits R3’s control of Corda Network, and enables this ubiquity. - -2 The Corda Network Foundation ------------------------------- - -2.1 Mission and Values -^^^^^^^^^^^^^^^^^^^^^^ -Following on from the Corda introduction and technical white papers, we see the mission of the Corda Network Foundation -to achieve the vision of Corda - whereby the state of transactions and agreements of business partners can be recorded -in a single global database, ending the need for costly reconciliation and error correction, while maintaining privacy. -Further details of the vision are laid out in the -[Corda Introductory White Paper](https://www.corda.net/content/corda-platform-whitepaper.pdf). - -Achieving this vision in its full ubiquity will involve running and maintaining a stable and secure Network with open -and fair governance, while also promoting the Network so as to ensure its more widespread use. - -Following on this, the Corda Network Foundation shall embody the following qualities in executing its mission: - -* Fairness and openness – Participants can join the Network and make up the Network’s governing board, elected through a -straightforward voting process. -* Democracy and transparency – Key decisions and rationale are shared openly with Participants. -* Stability (with a long-term view) with flexibility – Board directors’ terms will last three years with a staggered -board, and the governance model will be flexible to adapt where required. -* Efficiency – Staying a lean organisation, sufficient to commission and monitor an Operator to run any services, -physical infrastructure, or operational processes that may be needed to achieve the vision of Corda. Provide adequate -support, through advisory committees. -* Cost effectiveness - Funding received through participation fees pays for an Operator to run the Network securely, and -the Foundation shall not be a profit-making entity. -* Independence – Corda Network Foundation makes its own decisions (within the law), and is not following another -entity’s rules. - -More specifically, the Foundation shall focus on the following commitments over the long-term: - -* Maintain the long-term standards, services and open governance model of the Network, ensuring it continues to be -updated to the current Corda protocol version. -* Hold the Trust Root for the Network, used for creation of operational certificates, independently of the Operator. -* Commission the provision and operation of infrastructure and services for the Network, both of technical services, and -infrastructure needed for meetings, events and collaborative discussions, and provide structure around the business and -technical governance of the Network. -* Facilitate a diverse and vibrant community of industry experts, Corda contributors, users and services, including -developers, service and solution providers and end users. -* Set minimum standards for the external provision of notary and oracle services. -* Enable the ubiquity and utility of Corda throughout all applicable industries and commercial use cases. -* Balance the divergent interests of a wide range of stakeholders, including business network operators, Corda -customers, open source developers, and R3’s shareholders. - -2.2 Structure of the Foundation -^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^ -The Foundation shall be a not-for-profit entity created exclusively to execute the mission set out in this Constitution. -With the advice of international lawyers, this is a ‘Stichting’ domiciled in Holland – a legal entity suited for -governance activities, able to act commercially, with limited liability but no shareholders, capital or dividends. - -The Foundation is defined in a set of Articles of Association and By-laws. - -The Foundation governance bodies shall include: - -1. A **Governing Board** (‘the Board’) of 11 representatives (‘Directors’) with privileges and responsibilities as set out -in section 3. -2. A **Technical Advisory Committee** (‘the TAC’), comprised of representatives of Participant organisations with -responsibilities set out in section 6.2. -3. A **Governance Advisory Committee**, comprised of representatives of Participant organisations with responsibilities -set out in section 6.3. -4. A **Network Operator** (‘the Operator’), charging the Foundation reasonable costs for providing network and -administration services, paid by the Foundation through membership funds, and accountable directly to the Board, set -out in section 7. - -Operating on behalf of: - -* A **General Membership** (‘the Participant Community’), which is open to any organisation participating in Corda Network, -and with privileges and responsibilities as set out in section 6. - -Any change to the structure of the Foundation is a constitutional change, described in section 5.1. - -3 Governing Board ------------------ - -3.1 Role of the Board -^^^^^^^^^^^^^^^^^^^^^ -The goal of the Board is primarily to ensure the stable and secure operation of the Network, as well as to achieve the -vision of Corda laid out in section 2.1. The fundamental responsibility of directors appointed to the Board is to -exercise their business judgement to act in what they believe to be the best interests of the Network, taking account -of the interests of the Network community as a whole (rather than any one individual interest). - -Directors are expected to comply with the Conflict of Interest policy, which includes a responsibility to disclose -promptly any conflicts that may arise, and meet the expected standards specified in the Code of Conduct Guidelines for -ethical conduct and breach reporting. - -The Board is the formal decision-making authority of the Foundation, and actions of the Board reflect its collective -decision making. - -3.2 Relationship of the Board with the Operator -^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^ -It is the duty of the Board to monitor the Operator’s performance to ensure that the Network operates in an effective, -efficient and ethical manner. The Board will also be responsible for overseeing the Operator in the development of the -Network’s strategic and tactical plans, ensuring that they will result in broad and open adoption of Corda. The Operator -is responsible to the Board for the execution of day to day operations, and the implementation of strategic and tactical -change. - -3.3 Composition and Establishment of the Board -^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^ -### 3.3.1 Size -The Board shall consist of 11 voting members (‘Directors’) in total, to allow broad representation but maintain an agile -decision-making ability. The selection process (using the Participant Community) is intended to ensure that the Board is -composed of members who display diversity in geography, culture, skills, experience and perspective, and that the -abilities and interests of Directors are aligned with those of Corda. - -R3 shall have the ongoing right to appoint two Directors, as the firm which developed Corda and funded the initial -construction of the Network. It represents the interests of its large and diverse alliance of commercial organisations, -financial institutions, and regulatory bodies. Similarly to the rest of the board, the Directors will have three-year -terms (unless the director resigns or leaves for another reason) and can be re-appointed without limit. Appointment will -be effective immediately. - -The Chair of the board will be elected for a one year term by a vote of the Directors of the Board, at the first Board -meeting following the Board election. - -#### 3.3.2 Participation Criteria -Participants shall be directed to vote to ensure that the Board is composed of Directors who in the aggregate produce -the broadest diversity on the Board, consistent with meeting the other criteria. In addition, the Board is to be -comprised of individuals who can demonstrate to Participants they meet the following requirements: - -* Hold an understanding and appreciation of the Corda protocol and community purpose. -* Have an awareness of cultural and geographic perspectives. -* Demonstrate integrity, intelligence and objectivity. -* Can work and communicate in written and spoken English. - -To promote diversity, the following guidelines are adopted, in particular for steady-state governance (recognising that -these may not be possible to fulfil during the transition period): - -* No corporate group of participants may have more than one Director. In the event of votes for two different candidates -representing the same overall corporate group, the candidate with the most votes shall be considered. -* Of the nine Directors, there should not be more than three Directors from any broad industry classification, according to -company classification data. -* Of the nine Directors, there should not be more than three Directors from any continent (one must be based in the Americas, -Europe/Africa and Asia, to ensure geographic diversity. -* Of the nine Directors, there should not be more than three Directors representing any Corporate Group with more than -100,000 employees. -* There is no restriction of re-election of Directors or the Chair of the Board. - -### 3.3.3 Establishment of the Board -#### 3.3.3.1 Pre-Foundation -Initially R3 shall govern the Network to ensure rapid progress on its implementation. Once the Foundation is set-up and -at least three business networks are conducting live transactions using the network with at least three Participants each, the -'transition period' of one year will commence. -#### 3.3.3.2 Transition: Initial set-up of Foundation Board: -For the transition year, the first three business networks shall have the right to choose three Participants, to -represent the interests of the business network. One of each of these must be based in the Americas, Europe/Africa and -Asia, to ensure geographic diversity, if the pool Participants allows. Each selected Participant will appoint a -Director, to sit on the Board, making nine Directors in addition to the two Directors from R3. - -After this start-up period, there will be a vote for Board Directors. - -For the first election only, of the nine vacant seats, three will be for a duration of one year, three for two years, and -three for three years. This will introduce a staggered board, so there is greater continuity at the end of each term. -Candidates with the most votes will fill the three-year seats first, followed by two-year and then one-year seats. In all other -respects, the first election will follow the steady state process. -#### 3.3.3.3 Steady-State -1. Participants may nominate candidates for Director election. Appointments to the nine rotating seats of the Board will be -by vote of the Participants, with three seats up for election each year. Any seats vacated mid-term will also be -elected at the same time. R3 may not put forward candidates for the nine rotating seats, and these may not be held by -R3 employees. -2. Candidates will create a personal statement and short biography, which will be shared with all Participants. -3. Participants may each cast up to three votes for three separate candidates. -4. Subject to meeting certain criteria (including diversity of geography and industry), the most popular candidates -will be appointed as Directors. -5. Candidates will be considered in sequence from most popular to least, and if a seat is vacant according to the -diversity criteria in section 3.3.2, the candidate will be allocated to it. This may mean that occasionally a less -popular candidate fills a seat instead of a more popular one. -6. R3 shall appoint Directors to the two remaining seats, when appropriate. -#### 3.3.4 Removal from the Board and Re-election. -Apart from the three-year expiry, Directors can otherwise leave the Board by resignation, prolonged non-attendance of -board meetings of more than six months, death, or if necessary, removal by a Mandatory Governance Event. In any case, a -vacant seat will be contested at the next annual election. - -3.4 Conduct of Board Meetings -^^^^^^^^^^^^^^^^^^^^^^^^^^^^^ -Attendance may be in person or by video-conference. - -The Board shall meet not less than every six months, and may meet on the request of any Director, but not more than every -two months. At least two weeks’ notice shall be given to Directors. By exception, the Chair may convene an emergency -meeting with minimal notice, appropriate to the situation in the Chair's judgement. - -The Board shall consider all Governance Events proposed since the previous meeting, except for an emergency convening. - -Board meetings shall be limited to the Board representatives, and shall follow the requirements for quorum and voting -outlined in this Constitution. - -The Board may decide whether to allow one named representative to attend as an alternate, and typically these shall be -allowed. - -The Board meetings shall be conducted in private, but in the interest of transparency, public minutes shall be -published within two weeks following their approval by the Board. - -Participants who do not have representation on the Board may request an observer to be present at a Board meeting. -This is subject to a lottery held one week prior to the meeting, a limit of 20 observer places, and a limit of one -observer per unrepresented Participant. Observers may participate in discussions but shall not participate in any Board -vote, and may be asked to join by video-conference if there are logistical constraints. - -4 Relation of the Foundation to Business Networks ---------------------------------------------------- - -The global Network shall support the operation of any business networks which may be formed by industry-specific -operators on top of the Network. The Board shall ensure that there is a clear separation between areas of governance -for the Foundation and Network outlined in this document, and for individual business networks. - -Additionally, the structure and control processes defined for the Foundation shall be documented and made available -under a Creative Commons license, both for reuse by business network operators if business networks need a similar -governance structure, and so that such governance layers are complementary and not contradictory. - -5 Governance Events ---------------------- - -All formal changes to the Network and the Foundation shall be controlled through a formal Governance Event process, and -the right to initiate this shall be held by all Directors and Participants. In the event of disruptive behaviour by an -individual Participant or group of Participants, this right may be curtailed, as described in 5.2.5. - -5.1 Types of Governance Events -^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^ -There are three types of change that affect the Network and the Foundation, which require a controlled change process -and a vote described in 5.5, and are defined as Governance Events: - -1. All changes to the Stichting Articles of Association and By-laws are defined as Constitutional Governance Events. -2. All changes to Network participation criteria, charges, budgets, change management process and other business areas not -defined in Articles of Association or By-laws are defined as Mandatory Governance Events in section 5.2. The Board shall -vote to accept or reject all such Mandatory Governance Events, and the outcomes are binding on Participants and the -Operator for implementation. -3. All changes to technical parameters and notary criteria, which affect the nodes of participants, are defined as -Advisory Governance Events in section 5.3. While the Operator can implement these without Board approval, it may ask the -Board to provide an advisory (non-binding) vote. Conversely, the Board may require that it is given the opportunity to -provide an advisory vote. - -Any other changes in the day to day internal implementation of network services by the Operator, which do not require -changes to be implemented on the nodes of participants, are out of scope as Governance Events. - -All Constitutional, Mandatory and Advisory Governance Events shall be supported by a formal proposal, using standard -structured documents and containing all relevant background information, to create an efficient process both for the -submitter and the Board. -Depending on the content of the Governance Event proposal, the Board or Operator may rely on the Governance or Technical -Advisory Committee to provide due diligence and make a recommendation for implementation. - -For all Governance Events, decisions and the rationale for the decision shall be published transparently. - -5.2 Mandatory Governance Events -^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^ -### 5.2.1 Access Standards -The Corda system can be accessed by using software which implements the set of technical protocols which define -compatibility (see 5.3.1) above). The reference implementation of this software is open source and freely accessible at -[www.corda.net](https://www.corda.net). - -To join the Network, a participant running Corda compatible software also needs a unique and real-world identity. The -Foundation shall enforce this access requirement through the issuance of PKI certificates. Corda has a primary objective -to facilitate automation of real-world contracts between real-world parties, and has a particular requirement to ensure -that identities on the Network are unique and that all participants understand the basis on which they have been issued. -The Foundation shall govern the operation of the technical infrastructure to enable a good level of service for identity -issuance. - -The access criteria for proving real world identity shall be defined by the Board and shall be transparent and objective. -Any party which can demonstrate they meet these criteria will be issued a certificate without prejudice. The goal to -ensure that the Operator which manages the issuance of the network certificates cannot act arbitrarily or -discriminatory. But lawful requests from regulatory authorities of the Foundation’s jurisdiction shall be accepted. - -These criteria may be subject to change over time to deal with changing circumstances, like regulatory requirements. -However, the changes shall be subject to Mandatory Governance Events. In this way the Network is able to provide its -participants with a strong and fair identity framework. - -Arbitration, suspension, and in extreme circumstances, revocation (for example for illegal behaviour or when a -participant no longer meets the standards set forth) shall be managed through an Emergency Governance Event, set out in -5.4. - -#### 5.2.2 Budget, Expenditure and Participation Fees -The Board shall annually prepare and approve a budget for the operations of the Foundation, taking into account the -not-for-profit status of the Foundation and the mission to promote the Corda Ecosystem. - -The Foundation shall charge a fee for Membership, as described in section 6.1. - -The Operator shall charge the Foundation for services that the Operator provides under the requirements of the contract -with the Foundation, including management of Participants, Network participation and access services, Network map -and Operator-provided notary services. The Operator may also provide fee-based services that are supplementary to those -needed to participate on the Network. - -#### 5.2.3 Change of Network Operator -For three years upon establishment of the Foundation, R3 will undertake the role of Operator. Annually thereafter, the -Board will approve the appointment of the Operator, which may be changed with a Mandatory Governance Event and vote. -As noted, the Foundation shall hold the Trust Root, and the Operator and any services they operate shall be provisioned -with intermediate certificates that derive from this. The Operator must enter into an escrow arrangement upon -appointment, so that existing certificates continue to work, certificate revocation lists continue to be published, and -there is no disruption to Participants if the Operator is changed. - -#### 5.2.4 Change Management Process -The Network will periodically require participating nodes to implement change. A change notification and management -process shall be defined and communicated; and any change to the change management process shall be the subject of a -Mandatory Governance Event. - -#### 5.2.5 Other Mandatory Governance Events -Restrictions on individual Participants or a group to initiate Governance Events; in the event of disruptive behaviour. - -Audit: the Board may request an audit of the activities and services provided by the Operator, no more frequently than -every year, unless an emergency audit is authorised through a Mandatory Governance Event. - -Marketing, Trademark and Branding: R3 shall commit to license the Corda trademark to the Foundation. The Foundation -shall manage its own brand and any trademarks created. - -Certifications: Where the Foundation provides standards for certification of organisations, individuals or technologies, -the Board shall approve the standards and processes for certification. - -Change to the arbitration and dispute resolution process shall be the subject of a Mandatory Governance Event. - -Policies covering areas of operation not covered by the Constitution (e.g. code of conduct for Board Directors). - -5.3 Advisory Governance Events -^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^ -#### 5.3.1 Technical Standards -There is a set of technical standards, such as ‘network parameters’, which all Corda Network nodes need to comply with -in order to guarantee technical compatibility to other nodes and services within the Network. While Corda has stability -and backwards compatibility as key design goals, there may be circumstances under which these standards will need to -change. Where these changes require participants in the Network to update to remain compatible, these changes will be -subject to Governance Events. - -Changes to technical standards, such as some network parameters, shall require formal design processes, and the Operator may -choose to delegate technical due diligence to the Technical Advisory Committee prior to formally accepting a change to -the technical standards. - -The Corda open source software is the reference implementation for the core technical standards adopted for the Network. -Corda implementations and distributions can vary in their internal details, but their core interfaces and Corda protocol -implementation must conform to this standard to be compatible with the Network. - -#### 5.3.2 Consensus Standards -The Foundation shall set minimum standards for notary clusters, to allow their use across different business -applications. The Operator shall ensure that standards are followed by notary service providers, and shall operate a -framework of audit and assessment, review, feedback, and certification, covering the following: - -1. Technical standards, such as meeting strict requirements for high-availability and data replication/security and -performance. -2. Compliance with necessary laws and regulations (for example privacy and data retention regulations) in the -jurisdictions in which they operate. -3. Availability for independent audits upon request by the Board. - -Additionally, the Operator shall manage a reference distributed notary service for the Network, using a Board-approved -crash or Byzantine fault tolerant (BFT) consensus algorithm, with nodes provided by a minimum number of identified and -independent entities. - -#### 5.3.3 Dispute Resolution Process -Disputes between Participants arising from the operation of a Corda application are anticipated to be resolved by the -business network operator, or directly if no business network is involved. If necessary, Participants may escalate to -the Board by creating an Advisory Governance Event. - -5.4 Emergency Governance Events -^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^ -Certain Network incidents, which could impact one or more Network participants and that would be the subject of -Mandatory or Advisory Governance Events, shall require immediate resolution. In these cases, the Operator may make -emergency changes, but these shall be subject to post-event evaluation and standard Governance Event processing. Areas -of control that are the subject of Mandatory Governance Events are not expected to require emergency remediation, but -the Operator shall be entitled to make emergency changes to preserve the stability and integrity of the Network. - -5.5 Voting -^^^^^^^^^^ -All Constitutional, Mandatory and Advisory Governance Events outlined in sections 5.2 and 5.3 shall be presented to the -Board for voting. The representatives of the Board shall vote on a one vote per Director basis to approve or reject the -Governance Event. - -Quorum for the Board shall require two thirds of the Directors to vote. Abstention is not a vote. The Board may continue -to meet if quorum is not met, but shall be prevented from making any decisions at the meeting. Decisions by electronic -vote without a meeting shall require a vote by two thirds majority of all Directors. - -Provided quorum is met, Constitutional Governance Events shall require a three quarters majority vote, and Mandatory -Governance Events shall require a two thirds majority vote. - -In the event of a tied vote (the odd number of representatives is intended to avoid tied votes) the vote of the Chair -shall carry the vote. If the Chair does not vote in the case of a tied vote, the Event will not be passed. - -All Governance Events proposed for consideration by the Board at a meeting shall be circulated in draft form to the -members of the Board at least one week prior to the date of the meeting, and the text of such draft events may be altered -at the meeting. - -The Foundation may chose to implement the tracking and voting for Governance Events using an on-ledger Corda application -in an attempt to simplify governance, provide transparency and lower costs, provided the application has been tested -thoroughly and has sufficient manual override controls. - -6 Participation ------------------ - -6.1 General Membership -^^^^^^^^^^^^^^^^^^^^^^ -Participation is open to any potential participant on the Network, subject to meeting normal Network access conditions -described in section 5.2.1, and paying a nominal annual participation fee to cover both the operational costs of Network -services and the Foundation, and to ensure that its activities are sufficiently resourced. - -The Participant Community have the right to: - -1. Propose a formal Governance Event to the Board for voting. This must meet the appropriate standards and formats. -2. Request observer representation at a board meeting subject to logistical constraints. -3. Utilise any brand and marketing materials that may be provided by the Foundation to Participants. -4. Identify themselves as participants of the Foundation. -5. Vote in the periodic election of a new Board. -6. Participate in conferences, projects and initiatives of the Foundation. Numbers of participants and any additional -costs will depend on the individual event. -7. Receive an identity necessary to operate a Corda node on the Network. -8. Use the Network for live business activities running 'in production'. - -6.2 Technical Advisory Committee -^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^ -The Technical Advisory Committee shall have limited participants appointed directly by the Board. Its mandate and -charter will be set by the Board. It shall act directly on the instructions of the Board or the Operator, which shall -set expected deliverables and timelines. It shall focus on specific technical topics and may have responsibility for -the following: - -1. Advise on technical decisions for the Operator. -2. Advising the Board in technical matters. -3. Provide feedback on the technical roadmap for Corda, from real-world and practical experience gained from observing -the operation of the Network. -4. Conducting open design reviews and soliciting public input for technical proposals. -5. Contributing to the Corda open source community from a Network perspective, to ensure that Corda retains a coherent, -elegant and practical system design - -6.3 Governance Advisory Committee -^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^ -The Governance Advisory Committee shall have limited participants appointed directly by the board. Its purpose is to -recommend actions to the Board for approval on non-technical matters, where additional support is helpful. This may -include decisions on: - -1. Operator Due Diligence -2. Identity and Permissions -3. Risks and Escalations -4. Interacting with Regulators -5. Complaints and Whistle-blowing - -7 The Corda Network Operator ----------------------------- - -In order to pursue the mission of the Foundation as set out in section 1, there will need to be a set of operational -activities, including technical activities such as hosting services, marketing activities, community management and -promotion. These activities shall be funded through the participation fees and overseen by the Board, and they will -require operational staffing by the Operator. It is not envisaged (at least during the first year) that the Corda -Network Foundation will need separate staff. Administrative operations and meeting facilities will be provided by the -Operator. - -The Operator shall invoice the Foundation for the costs of operating the Network and minor administrative expenses, -initially on a cost-plus basis, and subject to annual review. Corda Network identity and map technical services -have been designed to be highly cacheable, and low-cost in operation. - -For the first three years, R3 shall act as the Operator. - -8 Costs and Participation Fees ------------------------------- - -8.1 Costs -^^^^^^^^^ -In line with the mission and values of the Foundation, the Network Foundation is not a profit seeking entity. But the -Foundation needs to provide governance and technical services, and these will incur costs. The Foundation maintains these -cost principles, as ideals but not contractual standards: - -1. Costs for all services should be borne by all users of those services. -2. One group of participants should not subsidise another. -3. The costs shall be tightly managed, and the Foundation shall seek to provide the most cost-effective implementation -of all of its own administration, governance and technical services. -4. Costs of one service should not be subsidised by another. -5. The Foundation's cost model should be public, to demonstrate that the costs could not reasonably be lower. - -8.2 Participation Fee -^^^^^^^^^^^^^^^^^^^^^ -The Foundation shall meet costs by levying a participation fee and notary fee for all Participants. The participation -fee will be independent of organisation size and number of transactions on Corda, to reflect the underlying cost of -identity issuance. - -The fee shall be based on the number of Participants divided by an estimate of the cost of running the Foundation, -which is set out in section 7. There may be variance in the fee depending on whether the Participant is indirectly using a -Corda Network-powered application, and therefore the services which the Participant is able to access. - -Such fees shall be detailed in a separate schedule to be updated annually and approved by the Board by a Mandatory -Governance Event. - -The Operator may agree to provide the Foundation with a start-up commercial loan, in order to allow the Foundation to -cap fees for Participants initially. This will allow early widespread adoption, when early participant numbers will not -offset fixed operating costs. In this case, the fees will not fall to steady-state levels until the loan has been repaid. - -Subsidiaries of large organisations shall apply for membership separately, since the model for Corda usage is for one -identity per legal entity, unless varied by Mandatory Governance Event. The fee and voting right shall apply to each -subsidiary individually. - -The fee applies even if the Participants chooses not to operate a Corda node on the Network. Therefore, Participants -can be potential or active participants. - -8.3 Notary Fee -^^^^^^^^^^^^^^ -Transaction notary fees will be charged separately, on a per-use basis. This reflects the variable cost of providing -notary services, with a wide orders-of-magnitude disparity between frequent and infrequent participant transaction -volumes. As a principle, notary fees shall not subsidise participation fees, nor vice versa. - -9 Community ------------ -Corda is a collaborative effort, and part of the Foundation’s mission is to help create and foster a technical community -that will benefit all Corda solution providers and users. As such, the Foundation will work to encourage further -participation of leading Participants of the ecosystem, including developers, service and solution providers and end -users. This community shall work towards furthering the adoption of Corda, and contribute to the specific capabilities -identified in the technical white paper. - -The Corda technical community should be broad and open, encouraging participation and active conversations on the -technology and applications, but this cannot be mandated by the Foundation. - -9.1 Non-Discrimination -^^^^^^^^^^^^^^^^^^^^^^ -The Foundation will welcome any organization able to meet the Participation criteria, regardless of competitive -interests with other Participants. The Board shall not seek to exclude any Participant for any reasons other than those -that are reasonable, explicit and applied on a non-discriminatory basis to all Participants. - -END diff --git a/docs/source/corda-network/governance-structure.md b/docs/source/corda-network/governance-structure.md deleted file mode 100644 index 7405b42406..0000000000 --- a/docs/source/corda-network/governance-structure.md +++ /dev/null @@ -1,31 +0,0 @@ -Governance Structure -==================== - -It is critically important that a commercial entity should not control Corda Network going forwards, and that it should -be governed transparently, with a fair and representative structure that can deliver a stable operating environment for -its members in the long term. - -A separate entity called Corda Network Foundation will be set up, using a not-for-profit legal entity type known as a -Stichting, residing in the Netherlands. This type is suited for governance activities, able to act commercially, with -limited liability but no shareholders, capital or dividends. Its constitution is defined in a set of Articles of -Association and By-laws. - -A Foundation will enable Network members to be involved with, and also understand, how decisions are made (including -around issues of identity and permission), building trust and engagement from a wide range of stakeholders. We believe -this will bring about the best decisions and outcomes for the Network’s long-term success. - -Its governance bodies shall include: - -- A **Governing Board** (‘the Board’) of 11 representatives (‘Directors’). -- A **Technical Advisory Committee** (‘the TAC’), comprised of representatives of Participant organisations. -- A **Governance Advisory Committee**, comprised of representatives of Participant organisations. -- A **Network Operator** (‘the Operator’), charging the Foundation reasonable costs for providing network and administration -services, paid by the Foundation through membership funds, and accountable directly to the Board. - -Operating on behalf of: - -- **Participants** (‘Participants’), open to any legal entity participating in Corda Network, and independent of R3 -alliance membership. - -For more information about the intended governance of the network, please refer to the [Corda Network Foundation : -Governance Guidelines](governance-guidelines.md) document. \ No newline at end of file diff --git a/docs/source/corda-network/index.md b/docs/source/corda-network/index.md index beee40efd5..ff2e2bff23 100644 --- a/docs/source/corda-network/index.md +++ b/docs/source/corda-network/index.md @@ -3,57 +3,61 @@ Corda Network Introduction to Corda Network ----------------------------- -Corda Network consists of Corda nodes operated by network participants, in which business transactions are created and -validated via Corda Distributed Applications (CorDapps) running on these nodes. Each node is identified by means of a -certificate issued by the Network's Certificate Authority, and will also be identifiable on a network map. +[Corda Network](https://corda.network/) is a publicly-available internet of Corda nodes operated by network participants. Each +node is identified by a certificate issued by the network's identity service, and will also be discoverable on a network map. Corda Network enables interoperability – the exchange of data or assets via a secure, efficient internet layer – in a way -that isn't possible with competing permissioned distributed ledger technologies or legacy systems. +that isn't possible with separate, isolated Corda networks. A common trust root surrounds all transactions, and a consistent set of +network parameters ensures all participants may transact with each other. -The network is due to go live in December 2018, and initially it will be governed by R3. An independent, not-for-profit -Foundation is currently being set-up which is intended to govern the Network from mid 2019, after a transition period -when control moves entirely to the Foundation. See the [governance model](governance-structure.md) for more detail. +The network went live in December 2018, and is currently governed by R3. An independent, not-for-profit foundation has been +set up to govern the network, and a transitional board will be selected from initial participants in Spring 2019, which will oversee +the foundation until democratic elections are held a year later. See the [governance model](https://corda.network/governance/governance-guidelines.html) +for more detail. -The Network will comprise many sub-groups many sub-groups of participants running particular CorDapps (sometimes but not -always referred to as 'business networks'), and such groups will often have a co-ordinating party (the 'Business -Network Operator') who manages the distribution of the app and rules (including around membership) for its use. +The network will support many sub-groups of participants running particular CorDapps (sometimes referred to as 'business networks'), +and these groups will often have a co-ordinating party (the 'business network operator') who manages the distribution of the +app and rules, including membership, for its use. There is a clear separation between areas of control for the network as a whole +and for individual business networks. Like the internet, Corda Network intends to exist as a background utility. -Corda Network will support the operation of business networks by industry-specific operators within the Network. There -will be a clear separation between areas of governance for the Network and for individual business networks. For example, -rules around membership of business networks will be controlled by its Business Network Operators. +The main benefit of Corda Network for participants is being able to move cash, digital assets, and identity data from one application +or line of business to another. Business network operators also benefit by being able to access network-wide services, and reuse the +[trust root](https://corda.network/trust-root/index.html) and network services, instead of building and managing their own. + +The Corda Network website has a [high level overview](https://corda.network/participation/implementation-steps.html) of the joining process. Key services ============ -Doorman -------- -The Doorman controls admissions and exits of Participants into and out of Corda Network. The Service receives Certificate -Signing Requests (CSRs) from prospective Network Participants (sometimes via a Business Network Operator) and reviews the -information submitted. A digitally signed Participation Certificate is returned if: +Identity Service +---------------- +The Identity Service controls admissions of participants into Corda Network. The service receives certificate +signing requests (CSRs) from prospective network participants (sometimes via a business network operator) and reviews the +information submitted. A digitally signed participation certificate is returned if: -* The prospective Corda Network Participant meets the requirements specified in the documentation; -* Evidence is provided by the Participant or Business Network Operator of agreement to the Corda Network Participant Terms -of Use. +* The participant meets the requirements specified in the [bylaws and policies](https://corda.network/policy/admission-criteria.html) +of the foundation (broadly speaking, limited to sanction screening only); +* The participant agrees to Corda Network participant [terms of use](https://corda.network/participation/terms-of-use.html). -The Corda Network Participant can then use the Participation Certificate to register itself with the R3 Network Map Service. +The Corda Network node can then use the participation certificate to register itself with the Network Map Service. -Network Map ------------ +Network Map Service +------------------- The Network Map Service accepts digitally signed documents describing network routing and identifying information from -Participants, based on the Participation Certificates signed by the Doorman, and makes this information available to all -Corda Network Participants. +nodes, based on the participation certificates signed by the Identity Service, and makes this information available to all +Corda Network nodes. -Notary ------- -Corda design separates correctness consensus from uniqueness consensus, and the latter is provided by one or more Notary -services. The Notary will digitally sign a transaction presented to it - provided no transaction referring to +Notary Service +-------------- +The Corda design separates correctness consensus from uniqueness consensus, and the latter is provided by one or more Notary +Services. The Notary will digitally sign a transaction presented to it, provided no transaction referring to any of the same inputs has been previously signed by the Notary, and the transaction timestamp is within bounds. -Business Network Operators and Network Participants may choose to enter into legal agreements which rely on the presence +Business network operators and network participants may choose to enter into legal agreements which rely on the presence of such digital signatures when determining whether a transaction to which they are party, or upon the details of which they otherwise rely, is to be treated as 'confirmed' in accordance with the terms of the underlying agreement. -Support -------- -The Support Service is provided to Participants and Business Network Operators to manage / resolve inquiries and incidents -relating to the Doorman, Network Map Service and Notary Service, and any other relevant services. +Support Service +--------------- +The Support Service is provided to participants and business network operators to manage and resolve inquiries and incidents +relating to the Identity Service, Network Map Service and Notary Services. diff --git a/docs/source/corda-network/joining-corda-network.md b/docs/source/corda-network/joining-corda-network.md deleted file mode 100644 index 43aff317fd..0000000000 --- a/docs/source/corda-network/joining-corda-network.md +++ /dev/null @@ -1,36 +0,0 @@ -Joining Corda Network -===================== - -Corda Network participation requires each node to possess a recognised Certificate Authority (CA) signed certificate -(“Participation Certificate”), which is used to derive other digital certificates required (such as legal entity signing -certificates and TLS certificates). - -Identity certificates must be issued by the Corda Network Operator (Doorman / Network Map), which guarantees that the identity -listed on the certificate is uniquely held by a single party within the network. - -A high-level outline of steps to join the Network is listed below. This assumes that Participants wish to operate a node -and already have access to at least one CorDapp which they wish to deploy. A more detailed step-by-step guide will soon -be available. - -1. Obtain Corda software - either the Enterprise version, via a Corda sales representative, or the open source version -through [github](https://github.com/corda). -2. For the time being, request the trust root certificate from Corda Network Doorman, by emailing doorman@r3.com, which -will be sent back as a truststore.jks file. In future, the Corda Network trust root will be packaged in the software -distribution. -3. [Start the node](https://docs.corda.net/deploying-a-node.html) - where applicable, with help from a Corda -representative. -4. [Configure the node](https://docs.corda.net/corda-configuration-file.html) – a node.conf file must be included in the -root directory of every Corda node. This includes: specifying an email address in relation to the certificate signing -request as well as choosing a distinguished name. -5. Run the initial registration. This will send a Certificate Signing Request (with the relevant name and email) to the -Network Manager service (Doorman / Network Map). -6. Sign Participant terms of use, either directly or indirectly: -* **Sponsored model**: A Business Network Operator (BNO) requesting approval for a certificate on behalf of the Participant. -* **Direct model**: The Participant requesting a certificate for themselves. -7. Doorman verification checks – a number of identity-related checks will be conducted, before issuing a certificate, -including email and legal entity checks. -8. Once identity checks have been completed, a signed CA certificate will be released by the Doorman to the -node. -9. Completion - the node will then sign its node IP address and submit it to the Network Map, for broadcast to other -Participant nodes. - diff --git a/docs/source/index.rst b/docs/source/index.rst index b0602c9293..9afba08ea6 100644 --- a/docs/source/index.rst +++ b/docs/source/index.rst @@ -106,7 +106,4 @@ We look forward to seeing what you can do with Corda! :maxdepth: 2 :if_tag: htmlmode - corda-network/index.md - corda-network/governance-structure.md - corda-network/governance-guidelines.md - corda-network/joining-corda-network.md + corda-network/index.md \ No newline at end of file