User Guide: Corporate Governance

Roles

1. Owner : This role signifies the sole membership interest holder of the legal entity embodied by the Pool Contract. As the Owner, the person controlling this address wields complete voting power and control over the company’s assets and treasury. However, this role is rendered obsolete once the company issues Equity Tokens. From that point onward, the membership interest and control rights over the issuing entity are wholly represented by these tokens.
2. Member : This role is associated with the person controlling the address holding Equity Tokens, signifying a stake in the legal entity represented by the Pool Contract. As a Member, this person possesses membership interest, voting power and influence over the company's decisions, assets, and treasury, proportionate to the number of Member Tokens it holds.
3. Voter : This role is attributed to the person controlling an address that holds votes, whether acquired directly from holding Member Tokens or delegated from a 'Member'. When a Member chooses to delegate their voting power, they transfer their votes to the designated Voter address. As a result, a Voter wields voting rights in the company's governance, either from their own Member Tokens or from those entrusted to them by a Member.
4. Proposer : This role is designated to the person controlling an address that amasses a sufficient number of votes, surpassing the Proposal Threshold as stipulated in the Pool's governance policy. Holding more votes than the specified minimum, a Proposer can launch proposals for the company's consideration.
5. Secretary : This role is a distinct position within the governance structure. A person controlling an address which has been designated as a Secretary has the authority to initiate proposals without the prerequisite of holding any votes. Additionally, they possess the capability to generate invoices, submit filings on behalf of the members, and access restricted information.
6. Executor : If one or multiple addresses are designated to ‘Executor’ role, only they have the authority to execute a ballot after the voting phase has ended and the ballot receives approval, acting as the final gatekeepers in enacting approved proposals.
7. Resolver : This role is a temporary designation, assigned specifically for certain events within the governance framework. For instance, if a resolver is appointed for vesting during a token generation event, they are granted the exclusive authority to cancel the vesting of tokens.

Proposals

Until a company has issued equity tokens, the Owner of the company’s Pool Contract is the single membership interest holder and has complete control of the company. If a company has issued Equity Tokens, only clients holding the Equity Tokens issued by the company are considered Members of the legal entity.Once a company has issued Equity Tokens certain types of events, such as Token Generation Events, Payment Orders or Governance Policy Updates for that company’s Pool can only be launched through a proposal. Proposals are launched automatically when a Proposer or Secretary attempts to launch an event. Voters cast votes on proposals according to the company’s Governance Policy. which is a collection of rules on how the proposals are passed.

Note : The total number of votes participating in the proposal is determined at the start of the proposal, if any more votes are created or transferred when the proposal is active, those new votes will have no impact on the outcome of the active proposal. If no further votes can impact the outcome of the proposal, the proposal will close automatically.

Governance Policy

The Governance Policy is a collection of rules on how the proposals are passed and is set during the first Token Generation Event for Equity Tokens for the issuing company and can only be changed via a proposal which must be approved according to the existing Governance Policy.

1. Quorum threshold : the percentage of all existing votes which need to participate for the Proposal to be approved.
2. Decision threshold : the percentage of all participating votes which must vote to approve Proposal, for the Proposal to be approved.
3. Proposal lifetime : the maximum number of blocks for which a Proposal should remain active, until the Proposal has been approved or declined.
4. Proposal delay : the minimum number of blocks for which Members must be notified of an upcoming Proposal before the Proposal becomes active.
5. Proposal threshold : the minimum amount of Membership Interest which is required to launch a Proposal.
6. Execution delay : the number of blocks which must pass between the approval of the Proposal and the execution of the Proposal.
7. Pool Secretary : a list of addresses which are designated to the role of Pool Secretary.
8. Pool Executor : a list of addresses which are designated to the role of Pool Executor.