Section 0. Definitions and Interpretation
Unless the context otherwise requires, the following terms shall have the meanings set out below. These definitions are binding for the purposes of this Governance & Ethics Policy and all related IDC documents.
0.1 Ilaje Development Council (IDC)
The Ilaje Development Council (IDC) is an independent, non-governmental, non-political, community-led development and investment coordination body established for governance, stewardship, institutional origination, and strategic oversight of socio-economic development initiatives within the Ilaje region.
IDC does not execute projects, deploy capital, own assets, or manage commercial operations.
0.2 Governance
Governance refers to the systems, rules, processes, and institutional arrangements through which development priorities are defined, decisions are endorsed, accountability is maintained, and authority is exercised without direct operational or commercial involvement.
Governance expressly excludes execution, construction, financing, asset management, and commercial risk-taking.
0.3 Execution
Execution refers to the commercial, technical, financial, and operational activities required to deliver a project, including but not limited to capital raising, asset development, procurement, construction, operations, and revenue generation.
Execution is not a function of IDC.
0.4 Endorsement
Endorsement refer IDC’s formal approval of a project framework, development concept, or institutional structure based on strategic alignment, governance integrity, and public-interest considerations.
Endorsement does not constitute:
0.5 Oversight
Oversight refers to IDC’s non-operational role in monitoring alignment between endorsed frameworks and executed activities, limited to strategic consistency, governance compliance, and institutional integrity.
Oversight does not include operational control, managerial authority, or intervention in commercial decision-making.
0.6 Institutional Architecture
Institutional Architecture refers to the structured arrangement of legally and functionally distinct institutions, each with defined mandates, authority limits, and accountability pathways, designed to prevent conflicts of interest and ensure credible development outcomes.
0.7 Three-Engine Development System
The Three-Engine Development System refers to the separation of functions across three distinct institutional roles:
No single institution may perform the core functions of another.
0.8 Ilaje Chamber of Commerce & Industry (ICCI)
The Ilaje Chamber of Commerce & Industry (ICCI) is an independent business membership and advocacy institution responsible for enterprise organization, business readiness, market access, and trade facilitation.
ICCI does not exercise governance authority or execute development projects.
0.9 Ilaje Investment Corporation (IIC)
The Ilaje Investment Corporation (IIC) refers to a current or future standalone commercial entity established to execute approved projects, structure investments, manage assets, and assume commercial risk.
IIC operates independently of IDC governance and is accountable for all execution outcomes.
0.10 Conditional Activation
Conditional Activation means that a commercial execution entity may be established only when economic viability, project bankability, and institutional readiness are demonstrably justified.
The absence of activation does not imply governance deficiency.
0.11 Related Party
A Related Party includes any individual or entity with direct or indirect financial, managerial, familial, or controlling relationships with IDC board members, officers, committee members, or senior staff.
0.12 Conflict of Interest
A Conflict of Interest arises when personal, financial, or institutional interests could reasonably be perceived to influence, or appear to influence, objective decision-making within IDC.
0.13 Monetisation
Monetisation refers to permissible cost-recovery and sustainability mechanisms through which IDC funds its governance, coordination, and institutional functions without engaging in profit-seeking, asset ownership, or execution-linked remuneration.
0.14 Governance Structuring & Institutional Coordination Fees
Fees charged by IDC for structured governance services, including institutional design, stakeholder coordination, project framework development, and policy alignment, provided such fees are:
0.15 Prohibited Revenue Practices
Prohibited Revenue Practices include, but are not limited to:
0.16 Non-Execution Principle
The Non-Execution Principle is the binding rule that IDC shall not directly or indirectly execute projects, deploy capital, manage assets, or assume commercial risk.
This principle is non-waivable.
0.17 Political Neutrality
Political Neutrality means IDC does not affiliate with, endorse, fund, or operate under the direction of any political party, elected office holder, or political campaign.
0.18 Binding Nature
Binding Nature means this policy applies to all IDC board members, officers, staff, committee members, advisors, and affiliated representatives, without exception.
0.19 Interpretation
In the event of ambiguity, interpretation of this policy shall favor:
Not convenience or expediency.
0.20 Singular and Plural
Words importing the singular include the plural and vice versa, unless the context requires otherwise.