Governance Overview

Last Updated: 16 February 2026

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Last Updated: 16 February 2026

1.    Introduction

Sourcery was founded to transform global trade through transparency, verification, and shared value creation. Through Sourcery Connect, the company integrates sourcing, negotiation, transactions, and impact into a secure digital platform—enabling more transparent, efficient, and trusted trade across global supply chains.

As the platform scales, governance must evolve alongside participation. This Governance Overview sets out the framework adopted by the Founders and Investors of Sourcery, which becomes effective once Sourcery Connect reaches a minimum threshold of 500 active and verified users.

At that milestone, governance transitions from an early-stage founder-led structure to a formalized governance model designed to balance:

  • Strategic leadership

  • Fiduciary oversight

  • Investor representation

  • Ecosystem participation

  • Independent stewardship

This memorandum provides a structural overview only. The formal legal authority of the company remains governed by the Articles of Association and applicable corporate law.

2.  Governance Framework

Sourcery’s governance model consists of two primary bodies:

  1. The Board of Directors

  2. The Membership Council

Authority is clearly allocated to ensure strategic clarity, fiduciary discipline, and meaningful ecosystem representation without ambiguity of control.

3.  Shareholders

Role: Ownership and Fundamental Corporate Authority

Shareholders exercise their rights in accordance with the Articles of Association.

Key authorities include:

  • Approval of amendments to the Articles of Association

  • ·Approval of issuance of new share classes

  • Approval of mergers, acquisitions, or sale of substantial assets

  • Election or confirmation of investor-designated directors (where applicable)

Shareholders do not participate in day-to-day management or operational decisions.

4. Board of Directors

Role: Strategic Direction, Fiduciary Oversight, Legal Stewardship, and Institutional Control

The Board is the primary governing authority of Sourcery once the 2,500-user threshold is met.

Composition (Up to seven (7) Seats, minimum of three (3)

  • One (1) CEO / President

  • One (1) Chief Financial Officer

  • One (1) Chief Technology Officer (or Chief Operations Officer)

  • One (1) Board-appointed representative from the Membership Council

  • Two (2) Investor Directors representing the investors holding the largest percentage ownership of stock in Sourcery

  • One (1) Independent Director (holding no financial interest in Sourcery), appointed by the Board

This structure ensures operational expertise, capital representation, ecosystem input, and independent oversight.

Core Responsibilities of the Board

A. Strategic Oversight

  • ·Approves long-term corporate strategy

  • Approves expansion into new markets or verticals

  • Approves material product or business model shifts

B. Financial Oversight

  • ·Approves the annual operating budget

  • Approves material deviations from approved budgets

  • Oversees capital allocation

    Approves fundraising rounds and financing structures

  • Oversees structural frameworks relating to Equity Credits

C. Fiduciary Duty

  • Acts in the best interests of the company and its shareholders

  • Ensures financial sustainability and solvency

  • Oversees financial reporting and audit integrity

D. Legal and Regulatory Oversight

  • Ensures compliance with corporate and regulatory obligations

  • Oversees data protection and cybersecurity frameworks

  • Approves key governance and compliance policies

E. Executive Oversight

  • Appoints and removes the Chief Executive Officer

  • Evaluates executive performance

  • Approves executive compensation

F. Risk and Integrity Oversight

  • Oversees systemic platform risk

  • Monitors data integrity safeguard

  • Oversees critical infrastructure policies

The Board provides direction and control but does not manage day-to-day operations.

5.  Executive Management

Role: Operational Execution

Executive Management, led by the CEO/President, is responsible for implementing Board-approved strategy and managing daily operations.

Responsibilities include:

  • Executing the approved annual operating plan

  • Managing product development and roadmap execution

  • Hiring and managing personnel

  • Implementing partnerships

  • Maintaining platform performance and security

Management operates within the authority and budget framework approved by the Board.

6.  Membership Council

Role: Representative Advisory Body and Ecosystem Policy Development

The Membership Council provides structured stakeholder participation within the governance framework. It is advisory in nature and does not possess fiduciary authority unless expressly granted by the Board.

Composition (5 Elected Members)

Each seat represents a key constituency within the platform:

  • Partners

  • ·Manufacturers

  • Traders

  • ·Brands

  • Impact Partners

All active users of Sourcery Connect are eligible to vote in Membership Council elections.

Each elected member serves a maximum term of three (3) years.

Responsibilities of the Membership Council

A. Policy Development and Recommendation

The Council may draft and recommend policies relating to:

  • Trade standards

  • Verification protocols

  • Data-sharing frameworks

  • Transparency and reporting practices

  • Platform conduct standards

Final approval authority rests with the Board.

B. Programme Development

The Council may propose:

Enhancements to Producer, Manufacturer, or Trader solutions

  • Improvements to impact measurement frameworks

  • Adjustments to ecosystem incentive structures (advisory only)

C. Technology and Feature Recommendations

  •  Identify user needs and adoption barriers

  • Recommend feature improvements

  • Provide structured feedback on usability and system design

Product development authority remains with Executive Management under Board oversight.

D. Partnership Recommendations

  • Recommend assurance or ecosystem partners

  • Identify collaboration opportunities

  • Surface sector priorities

E. Ecosystem Risk Escalation

  • Raise concerns regarding misuse or unintended consequences

  • Identify systemic trade or integrity risks

  • Escalate concerns formally to the Board

The Membership Council serves as a structured mechanism for ecosystem intelligence and participatory governance without displacing corporate authority.

7.  Allocation of Decision Rights

To ensure clarity of authority:

Decision Type

Authority

Amend Articles of Association

Shareholders

Approve Annual Budget

Board

Approve Fundraising

Board

Approve Structural Equity Credit Framework

Board

Propose Platform Policy

Membership Council (Recommendation)

Approve Platform Policy

Board

Execute Product Roadmap

Executive Management

Elect Membership Council Members

Active Platform Users

8. Governance Principles

Sourcery’s governance framework is guided by the following principles:

  • Clear separation of authority

  • Fiduciary accountability

  • Structured ecosystem participation

  • Independent oversight

  • Transparency in decision-making

  • Long-term stewardship of platform integrity

This governance model ensures that as Sourcery Connect scales, authority evolves responsibly—balancing investor confidence, executive agility, and stakeholder participation.

Sourcery was founded to transform trade through transparency, verified data integrity, and shared value creation. Sourcery Connect as a member-owned and shared digital infrastructure that enables trusted commercial transactions while capturing high-integrity supply chain data.

9. Contact 

If you have any questions about this Governance Overview, you can contact us:

 

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