GOVERNANCE

Protect the community. Account for the value.

Ownership, capital discipline and human accountability.

Protected community ownership

Before option exercise, the community SPV holds 98% of residual economic rights and the steward 2%. After exercise, the capital provider holds 30% of total-phase economic rights, the community 68.6% and the steward 1.4%. The community class retains protective consent over dilution, changes to its economic rights, material asset transfers and exceptional related-party transactions.

An explicit capital-service model

The energy reference model uses a 6%, 20-year amortising capital facility as a funding-equivalent benchmark. The first US$5 billion cohort generates US$620.7 million in annual net project cash against US$435.9 million of annual capital service. The residual pool is allocated 98% to the community and 2% to the steward.

Original capital is fully repaid by the end of operating year 20.

Capital-provider reinvestment option

During operating years 21–30, each original capital provider holds an option to reinvest 100% of that phase’s original principal for 30% of its economic rights. Exercise prices are US$5 billion for Phase I and US$10 billion for each of Phases II and III. After exercise, total-phase economic rights are 30% capital, 68.6% community and 1.4% steward.

Exercise requires written notice and cleared funds after repayment of the original capital. Prior repayments shall not offset the exercise price. Participation begins on completion and applies only to the remaining concession term; late exercise carries the same price and a prorated first distribution. The option expires at the end of year 30.

The phase SPV receives and ring-fences the subscription for approved renewal and expansion. The subscription is new capital, excluded from operating revenue and distributable profit. It does not restart capital service or extend the concession. Returns from its deployment require a separate approved investment model.

The constitutions and phase agreements shall authorise the option at inception. The 70% remaining interest retains the community/steward 98:2 split. Protective community consent continues; the option grants economic rights without additional ordinary voting authority. Without exercise, the original 98:2 split continues.

The Equilibrium Engine

Collected cash is reconciled before allocation. Two authorised officers approve settlement. Unique transaction references prevent duplication, and reversing entries preserve the audit trail. Financial records, identity information and public reporting remain separate.

Human authority over automation

AI supports analysis, maintenance and development. People retain responsibility for contracts, capital, safety and beneficiary decisions. Genomic identification is excluded. Eligibility includes proportionate verification, accessible alternatives and human appeal.

Continuity and the sustainability circuit breaker

Defined financial, safety or integrity failures pause new commitments and discretionary allocations. Vested rights remain protected. Independent review follows emergency action within 72 hours, with a documented resolution plan within 30 days.

Independent assurance

Financial audit, technical verification and social evaluation test cash generation, service delivery, community benefit and the transition into higher-value work.