Governance & Ethics Policy

Institutional Independence, Funding, and Conflict-of-Interest Framework

1. Purpose, Scope, and Legal Standing

1.1 Purpose of the Governance & Ethics Policy

The purpose of this Governance & Ethics Policy is to establish binding rules that govern the authority, conduct, independence, monetisation, and accountability of the Ilaje Development Council (IDC).

This Policy exists to:

• Define the limits of IDC’s mandate and authority
• Prevent conflicts of interest and institutional overreach
• Safeguard governance independence from political, commercial, and operational influence
• Ensure ethical conduct, transparency, and accountability across all IDC activities
• Provide a clear and enforceable framework that is relied upon by investors, partners, regulators, and the public

This Policy is designed to protect the integrity of the institutional system, not to promote outcomes, projects, or investment opportunities.

1.2 Scope of Application

This Policy applies without exception to:

• All members of the IDC Board and governing bodies
• All officers, employees, committee members, and advisors
• Any individual or entity acting on behalf of, representing, or appointed by IDC
• All governance, endorsement, coordination, and oversight activities undertaken by IDC

Compliance with this Policy is a condition of appointment, engagement, or continued association with IDC.

No person, role, committee, or circumstance is exempt from its application.

1.3 Legal Status and Binding Nature

This Governance & Ethics Policy is a binding institutional policy of the Ilaje Development Council.

The competent authority of IDC has formally adopted it, and it takes effect from its stated effective date.

This Policy:

• Supersedes and replaces all prior governance, ethics, conduct, or similar policies previously adopted by IDC, whether in whole or in part
• Prevails in the event of inconsistency with any earlier internal document, guideline, or practice
• Is enforceable through the sanctions and disciplinary mechanisms set out herein

Failure to comply with this Policy constitutes a breach and may result in disciplinary action, suspension, removal, or other sanctions as provided under this Policy.

1.4 Relationship to Other IDC Policies and Documents

This Policy serves as the primary and overriding governance reference for IDC.

All other IDC policies, frameworks, procedures, and documents shall be:

• Interpreted consistently with this Policy
• Subordinate to this Policy in matters of governance, ethics, authority, independence, and monetisation
• Updated or amended as necessary to ensure alignment

Where ambiguity arises, interpretation shall favor institutional independence, risk minimization, and public interest, rather than operational convenience or expediency.

2. Institutional Role and Limits of Authority

2.1 Mandate of the Ilaje Development Council

The Ilaje Development Council (IDC) is mandated to serve as the independent governance, stewardship, and institutional origination body for socio-economic development initiatives within the Ilaje region.

IDC’s mandate is limited to:

• Defining regional development priorities and strategic direction
• Establishing governance frameworks and institutional structures
• Coordinating stakeholders across public, private, and community sectors
• Endorsing development initiatives based on governance, alignment, and public-interest considerations
• Providing strategic oversight to ensure institutional consistency and integrity

IDC does not exist to deliver projects, generate commercial returns, or act as an implementing agency.

2.2 Functions Reserved for IDC

The following functions are exclusively reserved for IDC and may not be exercised by execution or advocacy entities on its behalf:

• Strategic development origination and prioritization
• Governance framework design and institutional architecture structuring
• Endorsement of development concepts and project frameworks
• Stakeholder alignment and coordination at the institutional level
• Non-operational oversight to ensure compliance with endorsed governance principles

These functions are governance-based and may not be delegated in a manner that transfers execution authority or commercial discretion.

2.3 Prohibited Activities

To preserve institutional integrity, IDC is expressly prohibited from engaging in the following activities, whether directly or indirectly:

• Executing, constructing, operating, or managing projects
• Raising, deploying, or managing investment capital
• Holding equity, assets, or financial interests in execution entities or projects
• Acting as a commercial counterparty, developer, contractor, or operator
• Receiving success-based, performance-linked, or return-contingent remuneration
• Providing guarantees, warranties, or assurances relating to commercial performance

Any activity that could reasonably be construed as execution or commercial participation is prohibited.

2.4 Non-Execution Principle

The Non-Execution Principle is a foundational rule of IDC governance.

IDC shall not:

• Undertake operational responsibilities
• Exercise managerial or operational control over execution entities
• Intervene in commercial decision-making
• Assume financial, construction, or operational risk

This principle is non-waivable and applies regardless of circumstance, opportunity, or perceived urgency.

All execution functions must be carried out by legally and operationally separate entities accountable for their own performance and risk.

2.5 Political Neutrality and Non-Partisanship

IDC shall operate with strict political neutrality and institutional independence.

Accordingly, IDC shall not:

• Affiliate with or endorse any political party, candidate, or campaign
• Act under the direction or control of any political office holder
• Permit political considerations to influence governance decisions or endorsements

IDC may engage constructively with government institutions at local, state, and federal levels solely in pursuit of development coordination and policy alignment, without compromising independence or neutrality.

3. Governance Structure and Decision Authority

3.1 Governing Bodies and Committees

IDC shall be governed through clearly defined bodies with distinct roles and responsibilities to ensure accountability, independence, and separation of powers.

The governance structure of IDC shall include, at a minimum:

• The Governing Board, as the highest decision-making authority
• Standing Committees established by the Governing Board to oversee specific governance, ethics, audit, or advisory functions
• The Secretariat, responsible for administrative support and implementation of Board decisions, without independent decision authority

No governing body or committee may assume operational, executive, or commercial functions.

All governance bodies shall operate under formally approved terms of reference.

3.2 Decision-Making Powers and Thresholds

Decision-making authority within IDC shall be allocated according to predefined powers and thresholds approved by the Governing Board.

Accordingly:

• Strategic, institutional, and policy decisions shall be reserved to the Governing Board
• Committees may make recommendations, but shall not exercise final authority unless expressly delegated
• No individual officer, chairperson, or committee may unilaterally bind IDC beyond their approved authority

Decision thresholds shall be documented, transparent, and proportionate to the materiality and risk of the matter under consideration.

3.3 Reserved Matters

The following matters are expressly reserved to the Governing Board and may not be delegated:

• Adoption, amendment, or repeal of governance and ethics policies
• Approval of institutional architecture and role separation frameworks
• Endorsement of development priorities and strategic frameworks
• Approval of monetisation principles and fee structures
• Appointment or removal of board members, committee members, and senior officers
• Any decision that may materially affect IDC’s independence, mandate, or public trust

Reserved Matters require collective decision-making and may not be expedited through informal processes.

3.4 Delegation of Authority

The Governing Board may delegate limited authority to committees or officers strictly for administrative or governance facilitation purposes.

Any delegation of authority must:

• Be documented in writing
• Define scope, limits, and duration
• Exclude execution, commercial, or operational discretion
• Remain subject to Board oversight and revocation

Delegation does not transfer accountability. Ultimate responsibility remains with the Governing Board.

3.5 Quorum and Voting Rules

All formal decisions of the Governing Board and its committees shall be taken at duly constituted meetings.

Accordingly:

• A quorum shall consist of a majority of appointed members, unless otherwise specified
• Decisions shall be taken by majority vote of members present and eligible to vote
• Members with a declared conflict of interest shall not be counted toward quorum for the affected matter and shall abstain from voting

Emergency or circular resolutions may only be used where explicitly permitted and shall be subject to subsequent ratification.

4. Independence, Conflicts of Interest, and Related Parties

4.1 Principle of Institutional Independence

IDC shall operate with full institutional independence in the exercise of its mandate, decision-making, and governance functions.

Institutional independence means that IDC’s decisions shall not be influenced by:

• Personal financial interests
• Commercial incentives or execution outcomes
• Political pressure or affiliation
• External donors, sponsors, or partners
• Related entities involved in project execution or investment

No person or entity may use their position within IDC to advance private, political, or commercial interests.

Preserving independence takes precedence over expediency, relationships, or short-term opportunity.

4.2 Conflict of Interest Definition

A conflict of interest arises where an individual’s personal, professional, financial, or institutional interests actually or potentially conflict with, or could reasonably be perceived to conflict with, the impartial performance of their duties to IDC.

Conflicts of interest include, but are not limited to:

• Financial interests in execution entities, contractors, or investors
• Advisory, employment, or ownership relationships with related parties
• Familial or close personal relationships that may influence decision-making
• Prospective benefits contingent on IDC decisions or endorsements

Perceived conflicts shall be treated with the same seriousness as actual conflicts.

4.3 Disclosure Obligations

All IDC board members, officers, committee members, and advisors are required to make full and timely disclosure of any actual, potential, or perceived conflict of interest.

Disclosure obligations include:

• Initial disclosure upon appointment or engagement
• Ongoing disclosure as circumstances change
• Immediate disclosure upon identification of a conflict related to a specific matter

Failure to disclose a conflict constitutes a breach of this Policy, regardless of intent or outcome.

Disclosures shall be recorded, reviewed, and retained in accordance with IDC governance procedures.

4.4 Related-Party Transactions

IDC shall not enter into related-party transactions except under exceptional circumstances and only where such transactions:

• Are demonstrably unavoidable
• Are conducted on arm’s-length terms
• Are fully disclosed and documented
• Receive prior approval by disinterested members of the Governing Board

Under no circumstances shall IDC engage in related-party transactions that:

• Compromise institutional independence
• Create execution-linked financial exposure
• Undermine public or investor confidence

All approved related-party transactions shall be subject to heightened oversight and transparency.

4.5 Cooling-Off and Recusal Rules

Any individual with a declared or identified conflict of interest shall:

• Recuse themselves from discussions, deliberations, and decisions relating to the affected matter
• Not be counted toward the quorum for such decisions
• Not attempt to influence outcomes through informal channels

IDC may impose cooling-off periods restricting former board members, officers, or senior advisors from engaging with execution entities or related parties connected to matters overseen during their tenure.

Recusal and cooling-off requirements are mandatory and non-negotiable.

5. Governance Safeguards and Separation of Institutions

5.1 Separation from Commercial Execution Entities

IDC shall maintain strict institutional separation from all commercial execution entities involved in the delivery of development projects.

Such separation is required to:

• Eliminate conflicts of interest
• Preserve governance neutrality
• Prevent execution-driven influence over endorsement or oversight decisions
• Protect public and investor trust

IDC shall not share governance authority, operational control, or financial interests with any execution entity, whether existing or future.

Institutional separation is a foundational requirement and shall not be waived.

5.2 Relationship with Ilaje Investment Corporation (IIC)

The Ilaje Investment Corporation (IIC) is a legally and operationally separate commercial entity responsible for executing approved projects, deploying capital, and managing commercial risk.

The relationship between IDC and IIC shall be governed by the following principles:

• IDC may endorse project frameworks that may subsequently be executed by IIC
• IIC shall independently structure, finance, execute, and manage projects at its own risk
• IDC shall not control, direct, or participate in IIC’s operational or commercial decisions
• Endorsement by IDC does not imply ownership, guarantee, or financial exposure

Any formal interaction between IDC and IIC shall be documented, transparent, and limited to governance-aligned coordination.

5.3 Relationship with Ilaje Chamber of Commerce & Industry (ICCI)

The Ilaje Chamber of Commerce & Industry (ICCI) is an independent business membership and advocacy institution focused on enterprise readiness, trade facilitation, and business mobilization.

IDC’s relationship with ICCI shall be limited to strategic coordination and alignment, including:

• Sharing development priorities relevant to local enterprise participation
• Aligning institutional timelines without directing ICCI operations
• Ensuring that business mobilization activities do not influence IDC governance decisions

ICCI shall not exercise governance authority, and IDC shall not engage in business advocacy or membership services.

5.4 No Operational Control Rule

IDC shall not exercise operational control over any execution or business mobilization entity.

Accordingly, IDC shall not:

• Appoint or remove management of execution entities
• Approve budgets, contracts, or procurement decisions
• Direct project implementation or operational strategy
• Intervene in commercial negotiations or risk allocation

Any attempt to exert operational influence, whether direct or indirect, constitutes a breach of this Policy.

5.5 Firewall and Information Barriers

IDC shall establish and maintain formal firewalls and information barriers between itself and execution or business entities to prevent undue influence and misuse of information.

Such safeguards shall include:

• Controlled access to non-public information
• Clear protocols governing information sharing
• Separation of personnel, records, and decision processes
• Restrictions on informal or undocumented communications

Information barriers exist to protect governance integrity, not to inhibit transparency.

6. Monetisation, Fees, and Financial Sustainability

6.1 Principle of Non-Profit, Cost-Recovery Governance

IDC operates on a non-profit, cost-recovery basis.

Monetisation exists solely to sustain IDC’s governance, coordination, and institutional functions and not to generate surplus, commercial upside, or execution-linked income.

Accordingly:

• IDC does not pursue profit-maximization
• IDC does not participate in commercial returns
• IDC does not compete with execution or advisory entities

Financial sustainability shall never override governance integrity, independence, or public interest.

6.2 Permitted Revenue Sources

Subject to this Policy, IDC may derive revenue only from the following permitted sources:

• Governance structuring and institutional coordination fees
• Policy design, framework development, and governance advisory engagements
• Grants, donations, and institutional support aligned with IDC’s mandate
• Cost-recovery charges for approved governance services

All revenue sources must be consistent with IDC’s non-execution mandate and independence obligations.

6.3 Governance Structuring & Institutional Coordination Fees

IDC may charge fees for defined governance-related services, including:

• Development of institutional architecture and governance frameworks
• Structuring of development priorities and project frameworks
• Stakeholder coordination and alignment processes
• Preparation of governance documentation and policy instruments

Such fees shall be subject to the following conditions:

• Fees must be pre-defined, transparent, and documented
• Fees must not be contingent on project execution, investment success, or financial performance
• Fees must not be linked to asset value, capital deployed, or returns generated
• Fees must reflect reasonable cost recovery and professional governance input

IDC shall not receive success fees, commissions, equity participation, or performance-based remuneration.

6.4 Prohibited Revenue Practices

To prevent rent-seeking and conflicts of interest, IDC is expressly prohibited from:

• Charging success-based or transaction-linked fees
• Receiving equity, profit shares, carried interest, or asset-linked compensation
• Acting as an intermediary for investment capital
• Receiving remuneration contingent upon project delivery or returns
• Accepting undisclosed or informal payments from execution entities or investors

Any revenue practice that creates direct or indirect incentives tied to execution outcomes is prohibited.

6.5 Fee Transparency and Disclosure

IDC shall maintain full transparency in relation to its monetisation practices.

Accordingly:

• All fee structures shall be approved by the Governing Board
• Fee schedules and monetisation principles shall be documented and retained
• Material governance fees shall be disclosed to relevant stakeholders where appropriate
• Financial records relating to governance fees shall be subject to oversight and audit

Transparency is a safeguard, not an optional practice.

7. Ethics, Conduct, and Professional Standards

7.1 Code of Ethical Conduct

All individuals subject to this Policy shall act with integrity, impartiality, professionalism, and respect for public interest in all matters relating to IDC.

Accordingly, all covered persons shall:

• Act honestly and in good faith
• Exercise independent judgment free from improper influence
• Avoid conduct that may discredit IDC or undermine public trust
• Uphold the highest standards of professional and ethical behavior

Ethical conduct is not limited to compliance with written rules; it includes behavior that withstands reasonable public and investor scrutiny.

7.2 Fiduciary Duty and Duty of Care

Members of the Governing Board, committees, and senior officers owe fiduciary duties to IDC.

These duties include:

• A duty of loyalty, requiring decisions to be made solely in the best interests of IDC’s mandate
• A duty of care, requiring informed, diligent, and prudent decision-making
• A duty of obedience, requiring adherence to this Policy and all governing documents

Failure to discharge fiduciary duties constitutes a serious breach of this Policy.

7.3 Anti-Corruption and Anti-Bribery

IDC maintains a zero-tolerance approach to corruption, bribery, facilitation payments, or improper inducements.

Accordingly:

• No covered person shall offer, solicit, accept, or authorize bribes or improper payments
• No advantage, financial or otherwise, may be sought or provided to influence governance decisions
• Indirect acts of corruption through intermediaries, agents, or third parties are prohibited

Any suspected corruption shall be reported immediately through IDC’s reporting mechanisms and may result in referral to appropriate authorities.

7.4 Confidentiality and Data Protection

Covered persons shall protect confidential, sensitive, or non-public information obtained through their association with IDC.

This obligation includes:

• Safeguarding governance deliberations and non-public documents
• Using information solely for legitimate IDC purposes
• Preventing unauthorized disclosure, misuse, or personal exploitation

Confidentiality obligations survive the termination of association with IDC.

7.5 Gifts, Hospitality, and Influence

IDC prohibits the acceptance or provision of gifts, hospitality, or benefits that could reasonably be perceived to influence governance decisions.

Accordingly:

• Gifts, favors, or hospitality from interested parties are prohibited
• Modest and incidental hospitality may only be accepted where explicitly permitted and disclosed
• Cash or cash-equivalent gifts are strictly prohibited

Any attempt to exert influence through gifts, hospitality, or favors constitutes a breach of this Policy.

8. Accountability, Oversight, and Reporting

8.1 Internal Oversight Mechanisms

IDC shall maintain formal internal oversight mechanisms to ensure compliance with this Policy and all governing documents.

These mechanisms shall include:

• An internal oversight function or committee with defined authority
• Periodic review of governance practices, decisions, and compliance
• Authority to initiate inquiries into potential breaches of this Policy

Internal oversight bodies shall operate independently from operational influence and shall report directly to the Governing Board or an authorized oversight committee.

8.2 External Review and Audit

IDC shall subject itself to periodic external review to ensure transparency, credibility, and accountability.

External oversight may include:

• Independent audits of financial statements and governance practices
• Third-party reviews commissioned by the Governing Board
• Compliance assessments aligned with recognized governance standards

External reviewers shall be independent and free from conflicts of interest. Findings shall be formally recorded and addressed.

8.3 Reporting Obligations

IDC shall maintain clear reporting obligations to ensure accountability.

These obligations include:

• Regular reporting on governance activities and institutional performance
• Disclosure of material governance decisions affecting stakeholders
• Timely reporting of any material breach of this Policy

Reports shall be prepared accurately, in good faith, and made available to appropriate stakeholders in accordance with IDC’s disclosure framework.

8.4 Whistleblowing and Complaints Mechanism

IDC shall maintain a formal mechanism for reporting concerns, misconduct, or breaches of this Policy.

This mechanism shall:

• Allow confidential and, where appropriate, anonymous reporting
• Protect whistleblowers from retaliation or adverse consequences
• Ensure reports are reviewed objectively and investigated promptly

Retaliation against whistleblowers constitutes a serious breach of this Policy.

9. Enforcement, Breach, and Sanctions

9.1 Breach of Policy

A breach of this Governance & Ethics Policy occurs when any Covered Person:

• Acts in violation of any provision of this Policy
• Fails to comply with disclosure, recusal, or reporting obligations
• Engages in prohibited activities or conduct
• Obstructs oversight, investigation, or audit processes
• Provides false, misleading, or incomplete information to IDC

A breach may arise from action, omission, negligence, or willful misconduct.

Lack of awareness of this Policy shall not constitute a defense.

9.2 Investigation Procedures

All alleged or suspected breaches shall be subject to formal investigation.

Investigation procedures shall include:

• Preliminary assessment to determine credibility and materiality
• Appointment of an independent investigator or investigation panel
• Collection and review of relevant documents, records, and testimony
• Opportunity for the subject of investigation to respond

Investigations shall be conducted impartially, confidentially, and without undue delay.

Interference with an investigation constitutes a separate breach of this Policy.

9.3 Disciplinary Measures

Where a breach is substantiated, IDC shall impose proportionate disciplinary measures.

Such measures may include:

• Formal warning or reprimand
• Mandatory disclosure, correction, or remedial action
• Suspension of decision-making authority or privileges
• Financial restitution, where applicable
• Referral to external authorities where legally required

Disciplinary measures shall reflect the severity, intent, and impact of the breach.

9.4 Removal, Suspension, or Disqualification

IDC reserves the right to remove, suspend, or permanently disqualify any Covered Person who commits a serious or repeated breach of this Policy.

Grounds for removal or disqualification include, but are not limited to:

• Gross misconduct or ethical violations
• Persistent conflicts of interest
• Abuse of authority or fiduciary breach
• Corruption, bribery, or criminal conduct
• Actions that materially damage IDC’s credibility or legitimacy

Removal or disqualification decisions shall follow due process and be formally recorded.

10. Policy Review, Amendments, and Interpretation

10.1 Review Cycle

This Governance & Ethics Policy shall be subject to a formal review at regular intervals.

• A comprehensive review shall occur no less than once every three (3) years
• An extraordinary review may be initiated if required by:
  • Changes in applicable law or regulation
  • Material institutional restructuring
  • Identified governance or ethical failures

Routine review shall not imply automatic amendment.

The purpose of the review is to assess continued relevance, clarity, and enforceability, not to dilute standards.

10.2 Amendment Thresholds

Amendments to this Policy shall be subject to heightened approval thresholds.

• Any amendment shall require:
  • Formal proposal with documented rationale
  • Review by the appropriate governance committee
  • Approval by the governing body of IDC at a supermajority threshold

Amendments that affect:

• Institutional independence
• Conflict of interest rules
• Monetisation and fee principles
• Enforcement and sanctions

shall require enhanced scrutiny and may not be fast-tracked.

No amendment shall apply retroactively.

10.3 Authority to Interpret Policy

The authority to interpret this Policy resides exclusively with IDC’s designated governance authority.

• Interpretations shall be:
  • Issued in writing
  • Consistent with the purpose and intent of this Policy
  • Non-contradictory to the Three-Engine separation principles

Individual members, officers, or committees shall not issue informal or unilateral interpretations.

Where ambiguity exists, interpretation shall favor:

• Institutional independence
• Risk reduction
• Ethical conservatism

10.4 Public Disclosure of Updates

This Policy, including all amendments and interpretive guidance, shall be publicly accessible.

• Material amendments shall be disclosed promptly
• Historical versions shall be retained for reference
• Silent or undisclosed changes are prohibited

Transparency of governance rules is a condition of institutional credibility.

11. Canonical Closing Statement

11.1 Statement of Institutional Commitment

The Ilaje Development Council affirms that this Governance & Ethics Policy constitutes a binding expression of its institutional commitments. The Council operates on the principle that credible development requires clear authority, strict separation of roles, ethical discipline, and transparent accountability. IDC commits to stewarding development priorities without executing commercial activity, to maintaining independence from political and private influence, and to enforcing this Policy without exception. These standards are adopted not as aspirational statements, but as enforceable rules governing conduct, decision-making, and institutional behavior. The legitimacy of the Ilaje Development Council rests on adherence to these principles.