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Corda Network Foundation : Governance Guidelines Corda Network Foundation : Governance Guidelines
==================================================== ================================================
23 October 2018 23 October 2018
@ -11,7 +11,7 @@ This is a set of governance guidelines for the Corda Network Foundation. It prov
Board, to steer and govern Corda Network effectively to realise its potential. It is not a set of binding legal obligations. 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 1 Background to Corda and the Network
===================================== -------------------------------------
Corda allows multiple independent applications and private networks to coexist, each with their own business models and 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’, membership criteria, yet linked by the same underlying network (‘Corda Network’). This Network enables ‘interoperability’,
@ -23,7 +23,7 @@ specified in the Corda Open Source Project codebase, but later may be formalised
which then will become canonical. which then will become canonical.
1.1 Reason for a Corda Network Foundation 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 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, around establishing, maintaining and updating standards, policies, and procedures for participation in, and use of,
Corda Network. Corda Network.
@ -41,10 +41,10 @@ In other words, to achieve the community's objective of Corda ubiquity, it is n
structure which explicitly limits R3’s control of Corda Network, and enables this ubiquity. structure which explicitly limits R3’s control of Corda Network, and enables this ubiquity.
2 The Corda Network Foundation 2 The Corda Network Foundation
============================== ------------------------------
2.1 Mission and Values 2.1 Mission and Values
---------------------- ^^^^^^^^^^^^^^^^^^^^^^
Following on from the Corda introduction and technical white papers, we see the mission of the Corda Network Foundation 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 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. in a single global database, ending the need for costly reconciliation and error correction, while maintaining privacy.
@ -85,7 +85,7 @@ developers, service and solution providers and end users.
customers, open source developers, and R3’s shareholders. customers, open source developers, and R3’s shareholders.
2.2 Structure of the Foundation 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. 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 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. governance activities, able to act commercially, with limited liability but no shareholders, capital or dividends.
@ -112,10 +112,10 @@ 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. Any change to the structure of the Foundation is a constitutional change, described in section 5.1.
3 Governing Board 3 Governing Board
================= -----------------
3.1 Role of the 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 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 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 exercise their business judgement to act in what they believe to be the best interests of the Network, taking account
@ -129,7 +129,7 @@ The Board is the formal decision-making authority of the Foundation, and actions
decision making. decision making.
3.2 Relationship of the Board with the Operator 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, 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 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 Network’s strategic and tactical plans, ensuring that they will result in broad and open adoption of Corda. The Operator
@ -137,7 +137,7 @@ is responsible to the Board for the execution of day to day operations, and the
change. change.
3.3 Composition and Establishment of the Board 3.3 Composition and Establishment of the Board
---------------------------------------------- ^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^
### 3.3.1 Size ### 3.3.1 Size
The Board shall consist of 11 voting members (‘Directors’) in total, to allow broad representation but maintain an agile 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 decision-making ability. The selection process (using the Participant Community) is intended to ensure that the Board is
@ -212,7 +212,7 @@ board meetings of more than six months, death, or if necessary, removal by a Man
vacant seat will be contested at the next annual election. vacant seat will be contested at the next annual election.
3.4 Conduct of Board Meetings 3.4 Conduct of Board Meetings
----------------------------- ^^^^^^^^^^^^^^^^^^^^^^^^^^^^^
Attendance may be in person or by video-conference. 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 The Board shall meet not less than every six months, and may meet on the request of any Director, but not more than every
@ -236,7 +236,7 @@ observer per unrepresented Participant. Observers may participate in discussions
vote, and may be asked to join by video-conference if there are logistical constraints. vote, and may be asked to join by video-conference if there are logistical constraints.
4 Relation of the Foundation to Business Networks 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 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 operators on top of the Network. The Board shall ensure that there is a clear separation between areas of governance
@ -247,14 +247,14 @@ under a Creative Commons license, both for reuse by business network operators i
governance structure, and so that such governance layers are complementary and not contradictory. governance structure, and so that such governance layers are complementary and not contradictory.
5 Governance Events 5 Governance Events
===================== ---------------------
All formal changes to the Network and the Foundation shall be controlled through a formal Governance Event process, and 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 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. individual Participant or group of Participants, this right may be curtailed, as described in 5.2.5.
5.1 Types of Governance Events 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 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: and a vote described in 5.5, and are defined as Governance Events:
@ -280,7 +280,7 @@ Advisory Committee to provide due diligence and make a recommendation for implem
For all Governance Events, decisions and the rationale for the decision shall be published transparently. For all Governance Events, decisions and the rationale for the decision shall be published transparently.
5.2 Mandatory Governance Events 5.2 Mandatory Governance Events
------------------------------- ^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^
### 5.2.1 Access Standards ### 5.2.1 Access Standards
The Corda system can be accessed by using software which implements the set of technical protocols which define 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 compatibility (see 5.3.1) above). The reference implementation of this software is open source and freely accessible at
@ -347,7 +347,7 @@ Change to the arbitration and dispute resolution process shall be the subject of
Policies covering areas of operation not covered by the Constitution (e.g. code of conduct for Board Directors). 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 Advisory Governance Events
------------------------------ ^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^
#### 5.3.1 Technical Standards #### 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 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 in order to guarantee technical compatibility to other nodes and services within the Network. While Corda has stability
@ -384,7 +384,7 @@ business network operator, or directly if no business network is involved. If ne
the Board by creating an Advisory Governance Event. the Board by creating an Advisory Governance Event.
5.4 Emergency Governance Events 5.4 Emergency Governance Events
------------------------------- ^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^
Certain Network incidents, which could impact one or more Network participants and that would be the subject of 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 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 emergency changes, but these shall be subject to post-event evaluation and standard Governance Event processing. Areas
@ -392,7 +392,7 @@ of control that are the subject of Mandatory Governance Events are not expected
the Operator shall be entitled to make emergency changes to preserve the stability and integrity of the Network. the Operator shall be entitled to make emergency changes to preserve the stability and integrity of the Network.
5.5 Voting 5.5 Voting
---------- ^^^^^^^^^^
All Constitutional, Mandatory and Advisory Governance Events outlined in sections 5.2 and 5.3 shall be presented to the 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 Board for voting. The representatives of the Board shall vote on a one vote per Director basis to approve or reject the
Governance Event. Governance Event.
@ -416,10 +416,10 @@ in an attempt to simplify governance, provide transparency and lower costs, prov
thoroughly and has sufficient manual override controls. thoroughly and has sufficient manual override controls.
6 Participation 6 Participation
================= -----------------
6.1 General Membership 6.1 General Membership
---------------------- ^^^^^^^^^^^^^^^^^^^^^^
Participation is open to any potential participant on the Network, subject to meeting normal Network access conditions 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 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. services and the Foundation, and to ensure that its activities are sufficiently resourced.
@ -437,7 +437,7 @@ costs will depend on the individual event.
8. Use the Network for live business activities running 'in production'. 8. Use the Network for live business activities running 'in production'.
6.2 Technical Advisory Committee 6.2 Technical Advisory Committee
-------------------------------- ^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^
The Technical Advisory Committee shall have limited participants appointed directly by the Board. Its mandate and 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 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 set expected deliverables and timelines. It shall focus on specific technical topics and may have responsibility for
@ -452,7 +452,7 @@ the operation of the Network.
elegant and practical system design elegant and practical system design
6.3 Governance Advisory Committee 6.3 Governance Advisory Committee
--------------------------------- ^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^
The Governance Advisory Committee shall have limited participants appointed directly by the board. Its purpose is to 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 recommend actions to the Board for approval on non-technical matters, where additional support is helpful. This may
include decisions on: include decisions on:
@ -464,7 +464,7 @@ include decisions on:
5. Complaints and Whistle-blowing 5. Complaints and Whistle-blowing
7 The Corda Network Operator 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 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 activities, including technical activities such as hosting services, marketing activities, community management and
@ -480,10 +480,10 @@ have been designed to be highly cacheable, and low-cost in operation.
For the first three years, R3 shall act as the Operator. For the first three years, R3 shall act as the Operator.
8 Costs and Participation Fees 8 Costs and Participation Fees
============================== ------------------------------
8.1 Costs 8.1 Costs
--------- ^^^^^^^^^
In line with the mission and values of the Foundation, the Network Foundation is not a profit seeking entity. But the 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 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: cost principles, as ideals but not contractual standards:
@ -496,7 +496,7 @@ of all of its own administration, governance and technical services.
5. The Foundation's cost model should be public, to demonstrate that the costs could not reasonably be lower. 5. The Foundation's cost model should be public, to demonstrate that the costs could not reasonably be lower.
8.2 Participation Fee 8.2 Participation Fee
--------------------- ^^^^^^^^^^^^^^^^^^^^^
The Foundation shall meet costs by levying a participation fee and notary fee for all Participants. The participation 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 fee will be independent of organisation size and number of transactions on Corda, to reflect the underlying cost of
identity issuance. identity issuance.
@ -520,13 +520,13 @@ The fee applies even if the Participants chooses not to operate a Corda node on
can be potential or active participants. can be potential or active participants.
8.3 Notary Fee 8.3 Notary Fee
-------------- ^^^^^^^^^^^^^^
Transaction notary fees will be charged separately, on a per-use basis. This reflects the variable cost of providing 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 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. volumes. As a principle, notary fees shall not subsidise participation fees, nor vice versa.
9 Community 9 Community
=========== -----------
Corda is a collaborative effort, and part of the Foundation’s mission is to help create and foster a technical 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 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 participation of leading Participants of the ecosystem, including developers, service and solution providers and end
@ -537,7 +537,7 @@ The Corda technical community should be broad and open, encouraging participatio
technology and applications, but this cannot be mandated by the Foundation. technology and applications, but this cannot be mandated by the Foundation.
9.1 Non-Discrimination 9.1 Non-Discrimination
---------------------- ^^^^^^^^^^^^^^^^^^^^^^
The Foundation will welcome any organization able to meet the Participation criteria, regardless of competitive 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 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. that are reasonable, explicit and applied on a non-discriminatory basis to all Participants.