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La Governance

Board Charter — CHA-GOV-001-K5 · Version 2.0 · Effective 29 March 2026

I
Il Fondamento
Legal Foundation & Compliance Standard
Governing Standard King V Report on Corporate Governance — Apply and Explain basis
Statutory Framework Companies Act, 71 of 2008
Tax Compliance Income Tax Act, Section 30 — Public Benefit Organisation requirements
Heritage Legislation National Heritage Resources Act, 25 of 1999
Constitutional Document Memorandum of Incorporation — overrides this Charter in all matters of conflict
Charter Reference CHA-GOV-001-K5 · Version 2.0 · Next review: March 2027
II
Il Consiglio
Board Composition

Executive Director

Systems Architect

Institutional architecture, endowment design, strategic systems, conservation methodology, and full executive function during formation phase.

Non-Executive Director

Independent Oversight

Independent review and challenge of executive decisions, governance discipline, and objective assessment of strategy and capital allocation proposals.

Non-Executive Director

Independent Oversight

Independent oversight, ethical compliance, and institutional integrity. Joint veto authority on matters that may compromise the asset-lock or PBO status.

Director names are withheld in accordance with POPIA, Act 4 of 2013. Personal details are available to authorised stakeholders upon verified request to connect@stellapolare.institute.

III
I Procedimenti
Board Proceedings & Resolutions
Meeting Frequency Minimum four (4) per annum during formation phase (2026–2028)
Quorum All three (3) directors — no resolution may pass without full attendance
Resolutions Unanimous agreement required during formation phase
Conflict of Interest Declared at commencement of each meeting — conflicted directors recuse from deliberation and voting
Minutes Prepared within 7 days, circulated for review, adopted at subsequent meeting
Record System All resolutions recorded in Resolution Register — linked to Board minutes and Decision Record System
IV
L'Autorità Esecutiva
Executive Authority & Limits
Authority Source Delegated by the Board within the MOI, this Charter, and Board-approved budgets
Locked Principal Executive authority over principal is R0 — may not be deployed, pledged, or expended under any circumstances
Operational Spending From investment yield or operational allocation only — never from Locked Principal
Board Thresholds All expenditure above defined thresholds requires Board resolution
Advisory Council Consultative only — no fiduciary authority, voting rights, or decision-making power
V
I Principi
Core Institutional Principles

Stewardship over Spectacle

Long-horizon ecological protection and institutional permanence take precedence over short-term visibility, activity metrics, or donor-driven urgency.

Capital Preservation

The permanent endowment is the institution's most important asset. Its integrity is non-negotiable across all governance decisions.

Biological Closure

All conservation interventions are designed toward system resolution — biological closure — not perpetual management. The Institute does not fund activity for its own sake.

Intergenerational Equity

Decisions are evaluated against a 50-to-100-year horizon. The Board acts as custodian for generations not yet present.

System Integrity

Institutional coherence, policy consistency, and structural discipline take precedence over opportunistic growth or reactive programming.

Evidence Before Action

No significant intervention is initiated without adequate baseline intelligence, systems mapping, and phased planning. Understanding precedes doing.

✦

Charter Declaration

This governance summary reflects the Board Charter adopted by unanimous resolution of the Board of Directors of Stella Polare Institute NPC. The Charter operates in conjunction with and is subordinate to the Memorandum of Incorporation in all matters.

CHA-GOV-001-K5 · Version 2.0 · Effective 29 March 2026 · King V Compliant