Article 2.6.4 Governance and Operation

(a) Internal Governance Structures:

Legal entities registered under this Code may adopt flexible internal governance structures appropriate to their nature and purpose. Such structures may include:

(i) articles of association or other constitutional or charter documents;

(ii) bylaws or rules of association;

(iii) smart contracts or other algorithmic decision-making protocols,

provided that a responsible contact mechanism is maintained and clearly identified for accountability within the ICT.

(b) Governance Standards:

Directors, trustees, officers, and controlling persons of legal entities are subject to minimum standards of:

(i) good faith and honest conduct;

(ii) fiduciary duties toward the entity and its stakeholders, including:

(iii) the duty to act in the best interests of the entity and its shareholders;

(iv) the duty to avoid conflicts of interest and disclose any actual or potential conflict;

(v) the duty to exercise reasonable care, skill, and diligence;

(vi) the duty to act for proper purposes and within the scope of authority;

(vii) the duty of loyalty and confidentiality with respect to non-public information; and

(viii) disclosure of material interests, conflicts, and financial dealings relevant to their role.

(c) Decision-Making Processes:

(i) Entity decision-making may be undertaken through:

(ii) direct voting by members or stakeholders (e.g., shareholders);

(iii) delegated boards or councils;

(iv) algorithmic or smart contract-based processes; and/or

(v) hybrid governance models, provided transparency and recourse are ensured.

(vi) Entities may designate themselves as public-benefit or ethical enterprises in their foundational documents, thereby accessing incentives, preferential treatment, or exemptions set out in supplementary regulations.

(d) Default Governance Rules:

Subject to sub-paragraph (e) of this Article, unless expressly stipulated or modified in a legal entity’s foundational document, the following rules shall apply:

(i) A quorum for decision-making meetings of members, shareholders, or governing bodies shall consist of more than fifty percent (50%) of the voting interests.

(ii) Decisions shall be made by a simple majority of those present and voting, unless a higher threshold is required by this ICT Code or by the entity’s foundational document.

(iii) Meetings may be conducted physically, digitally, asynchronously, or by any verifiable means consistent with the entity’s declared governance model.

(iv) Accurate minutes of decisions shall be kept in digital form and made accessible to governing bodies, shareholders or members (as applicable) and the Operator and/or Companies Registrar (as applicable) upon reasonable request.

(v) Subject to what is agreed between the relevant stakeholders in writing, disputes concerning governance, voting, or decision-making may be referred first to any internal dispute resolution mechanism established by the entity, and failing resolution, to the ICT Court.

(e) Foundational Document Amendment Procedures:

The foundational document of an entity shall specify procedures for amendment, including quorum and voting thresholds. Where unspecified, amendments shall require a two-thirds (⅔) majority of all voting interests and prior written notice of at least fourteen (14) calendar days to all affected parties.

(f) Delegation of Authority:

Unless otherwise restricted by the foundational document, legal entities may delegate decision-making or representational authority to officers, directors, or other agents. Acts done in good faith by duly appointed agents within their designated authority shall bind the entity.

(g) Remedies and Oversight:

(i) Any member, shareholder, or stakeholder adversely affected by a governance decision may petition the ICT Court or recognised ADR body for:

(ii) an injunction or declaratory relief;

(iii) reversal of unlawful decisions;

(iv) compensation for breach of fiduciary duties.

(v) ICT Court judicial oversight shall be exercised with deference to private ordering and internal procedures unless manifest injustice or public interest requires intervention.

(h) Algorithmic Governance Agents:

Entities governed by smart contracts or algorithmic agents shall identify a responsible natural person or standard legal entity or body with override authority in cases of malfunction or dispute. Such systems must:

(i) be auditable by the Operator, Companies Registrar or relevant oversight body;

(ii) include fallback mechanisms to restore human control; and

(iii) comply with the principles of this ICT Code.

(i) Governance Records:

(i) Legal entities shall maintain a secure, up-to-date digital register of:

(ii) governance decisions;

(iii) meeting minutes;

(iv) voting records and resolutions;

(v) conflict of interest disclosures.

(vi) These records shall be retained for a minimum of seven (7) years from the date of the relevant event in (i) and made available to the Operator, Companies Registrar or other applicable ICT body upon request.