Legal Counsel Review Notice
This instrument is prepared as a counsel-review manuscript, not as a marketing brochure and not as an appointment instrument. Its purpose is to give counsel a structured basis for testing the governance language that will be used before Anidaso Productive Fund approaches, appoints, announces, or permits any person to act as a governing board member, advisory board member, technical committee member, patron, honorary advisor, executive participant, founder-council participant, ambassador, or authorized representative.
This document does not create authority. It does not appoint any person. It does not create a company, trust, partnership, agency, employment, fiduciary, investment, banking, land, procurement, or representative relationship. Its function is more careful and more foundational: it separates institutional status from personal prestige, legal authority from social influence, and public association from power to bind the Fund.
Counsel should review this Matrix against the final Ghana legal structure selected for the Fund, including any company constitution, shareholders agreement, trust deed, foundation document, management agreement, board charter, advisory charter, committee terms of reference, bank mandate, land-use agreement, investor-facing document, data protection instrument, and public communication policy. Where the final legal vehicle uses a specific statutory title, this Matrix should be conformed to that title before external use.
1. Institutional Purpose of the Matrix
The institutional risk addressed here is simple but serious: a new agricultural participation institution can be damaged before launch if it allows titles, photographs, introductions, WhatsApp messages, proposal decks, or courtesy references to create an appearance of authority that has not been legally granted. In a trust-sensitive project, the public may not distinguish between a director, an advisor, a patron, a committee member, a founder’s friend, and a person authorized to sign. The Fund must make those distinctions before the market, banks, landowners, investors, farmers, lawyers, auditors, public officers, and communities are invited to rely on them.
The Matrix therefore functions as an institutional control. It tells the Fund what each role is, what it is not, what authority may attach to it, what authority is excluded by default, what documents are required before appointment, what information may be shared, how conflicts must be handled, how public wording must be controlled, and how a role may be suspended, reclassified, or revoked.
The discipline of the Matrix is not bureaucracy. It is protection. It protects the Fund from accidental commitments. It protects candidates from being publicly burdened with duties they did not accept. It protects the Founder from informal promises being treated as institutional decisions. It protects counsel by giving reviewable language before external documents are circulated. It protects eventual board members by separating their lawful oversight function from the looser influence of advisors, patrons, and representatives.
2. Governing Principle: Authority Must Be Written, Limited, and Traceable
No person should be treated as having authority merely because the person is respected, close to the Founder, present at a meeting, copied on an email, introduced to a bank, featured in a presentation, or described informally as helping the Fund. Authority must be written, current, specific, approved, and traceable to a source of institutional power.
For this reason, the default rule is negative authority. A person does not bind the Fund unless a valid instrument says so. A person does not speak for the Fund unless authorized. A person does not sign for the Fund unless signing authority is separately granted. A person does not receive confidential documents unless their access level permits it. A person does not approve expenditure unless the finance governance documents permit it. A person does not become a director, trustee, advisor, patron, committee member, or representative until the required acceptance, approval, and recordkeeping steps have been completed.
This principle must be visible in all appointment letters, charters, proposal decks, public announcements, meeting notes, website profiles, and internal registers. The Fund should not rely on memory to explain authority. If a question later arises, the answer should be found in a written document.
3. Legal Concepts Requiring Counsel Review
Counsel should review this Matrix with particular attention to actual authority, apparent authority, fiduciary status, agency, confidentiality, conflicts of interest, public representation, and data protection. These concepts matter because the Fund will engage people whose names may influence third parties. Even where the Fund intends a person to serve only as an advisor, third parties may treat that person as having more authority if the Fund’s conduct creates that impression.
Actual authority concerns power genuinely granted by the institution. Apparent authority concerns the risk that the institution’s words or conduct make outsiders reasonably believe a person has authority. Fiduciary status concerns duties that may attach to governing or trustee-like roles. Agency concerns whether one person may legally act for another. Confidentiality concerns control over non-public information. Conflict control concerns divided loyalty, self-interest, family interest, land interest, supplier interest, public-office sensitivity, investor relationships, banking connections, and professional obligations.
This Matrix should not be treated as legal advice. It is a structured draft for counsel to settle. Counsel should decide which legal concepts apply under the final legal structure and which words should be modified for Ghanaian law, corporate law, trust law, regulatory obligations, banking rules, land arrangements, and investor-protection considerations.
4. Role Classification Doctrine
Every role must be classified before engagement. Classification means identifying the legal nature of the role, the reason it is needed, the authority it carries, the authority it does not carry, the documents required, the information permitted, the public wording allowed, the conflict obligations triggered, the term of service, the removal method, and the register entry required.
The Fund should not classify people by social importance. A highly respected person may be only a patron. A technical expert may be only a committee member. A founder supporter may have no legal authority. A board member may have oversight authority but no individual signing power. An executive may have operational responsibility but no power to bind the Fund outside delegation. An authorized representative may have external authority for one transaction but no general governance role.
The discipline is to define the office before honoring the person. If the person’s reputation drives the title, governance is already being weakened. If the institutional need drives the title, counsel can test the role and reduce risk.
5. Governing Board Member
A governing board member is the highest governance classification in this Matrix. Depending on the final legal vehicle, the person may be a company director, trustee, council member, board member of a management company, board member of an operating company, or member of another lawful oversight body. The exact title must be conformed to the legal structure.
The governing board member’s function is oversight, not decoration. The role may include approving reserved matters, receiving board papers, reviewing financial and operational reports, testing risk controls, ensuring that management acts within authority, approving major policies, supervising executive accountability, reviewing conflicts, and protecting institutional continuity. Where the law imposes fiduciary or fiduciary-like duties, counsel should state those duties in the appointment instrument and board charter.
A governing board member should not be appointed merely because the person is famous, senior, connected, generous, politically useful, or respected. The person must be willing and able to exercise judgment. If the person cannot attend meetings, read papers, disclose conflicts, maintain confidentiality, and accept the seriousness of oversight, the title should not be granted.
Default exclusions are important. A governing board member acting alone should not sign contracts, instruct banks, approve investor commitments, appoint other board members, waive legal rights, speak publicly, or bind the Fund unless the governing documents or a board resolution separately provide that power. Board membership is not the same as individual agency.
6. Advisory Board Member
An advisory board member provides non-binding advice. The advisor may assist with strategy, credibility, introductions, sector understanding, agriculture, finance, technology, communications, banking perception, legal awareness, community confidence, or institutional maturity. The advisory role is valuable precisely because it allows the Fund to benefit from judgment without confusing that person with the formal governing board.
The advisory appointment letter must state that the advisor does not govern the Fund, does not manage the Fund, does not bind the Fund, does not approve expenditure, does not sign documents, does not supervise management, does not represent the Fund publicly, and does not create obligations on behalf of the Fund unless separately authorized in writing.
The advisory board charter should also state whether advice is individual or collective, whether meetings are formal or informal, whether minutes are kept, whether recommendations go to the Founder or governing board, whether advisors may receive confidential information, whether they are compensated or reimbursed, and whether their names may be used publicly.
Counsel should review whether any advisory role could, by its design, become functionally managerial or fiduciary. If an advisory board is allowed to direct management, approve budgets, decide disputes, control policy, or act as a gatekeeper for major decisions, the label “advisory” may become misleading. The role must match the substance.
7. Technical Committee Member
A technical committee member serves within a defined mandate. The mandate may relate to agronomy, irrigation, mechanization, processing, finance controls, audit readiness, data systems, monitoring and evaluation, ESG, procurement, logistics, farm security, land documentation, insurance, communications, investor reporting, or legal compliance support.
The technical committee member’s authority should be limited by terms of reference. The terms should identify the committee purpose, members, chair, reporting line, meeting frequency, information access, ability to inspect records or sites, ability to contact third parties, ability to issue recommendations, confidentiality requirements, conflict rules, and limits on public communication.
A committee member should not become management by implication. Reviewing farm operations does not authorize the person to instruct workers. Reviewing procurement does not authorize the person to select suppliers. Reviewing finance controls does not authorize the person to move funds. Reviewing legal compliance does not authorize the person to give legal advice unless qualified and separately engaged.
8. Patron or Honorary Advisor
A patron or honorary advisor contributes goodwill, moral authority, senior counsel, public confidence, ceremonial association, or institutional endorsement within carefully controlled limits. This category is sensitive because the public may overread it. The Fund must not use a patron’s name to imply guarantee, bank approval, regulatory approval, government support, investment protection, land approval, personal liability, political endorsement, or operational responsibility.
The invitation to a patron should state the honorary nature of the role, the absence of governing authority, the absence of management authority, the absence of signing power, the absence of financial guarantee, and the requirement for consent before the person’s name, image, title, biography, or office is used.
Where a proposed patron holds public office, traditional authority, religious office, judicial office, banking office, audit office, legal office, government-related office, or another sensitive institutional role, counsel should review conflict, ethics, procurement, political, reputational, and public-law implications before any announcement.
9. Executive Management Participant
Executive management participants are responsible for execution. Their authority is operational and delegated. They may coordinate staff, farms, procurement, reporting, field verification, portal updates, participant communications, partner logistics, and implementation tasks, but they do so within approved strategy, budget, delegation, and reporting rules.
Management authority must be separated from governance authority. An executive may prepare proposals, but not approve them unless authorized. An executive may negotiate drafts, but not bind the Fund unless signing authority is granted. An executive may meet a bank, but not commit the Fund to bank terms without mandate. An executive may communicate operational updates, but not make investment promises or legal representations.
The executive appointment or employment instrument should state reporting line, delegated authority, expenditure limits, communication authority, confidentiality obligations, conflict duties, recordkeeping duties, and consequences for exceeding authority.
10. Authorized Representative
An authorized representative is not a general title. It is a mandate. The representative may act only for a defined purpose, with defined counterparties, within defined wording, for a defined period, subject to defined reporting obligations.
The representative mandate should identify the subject matter, permitted acts, prohibited acts, documents that may be shared, whether negotiation is permitted, whether signing is permitted, whether commitments may be made, whether statements are pre-approved, whether the person may use letterhead, whether the person may attend meetings alone, whether the person may receive confidential information, and how authority is revoked.
This category is central to apparent-authority control. The Fund should avoid allowing people to appear externally as representatives without written mandates. Introductions, meeting attendance, possession of documents, email addresses, WhatsApp groups, business cards, proposal slides, and photographs can all create confusion if not controlled.
11. Founder and Founder Council Participant
The Founder role carries origin, stewardship, institutional memory, and continuity significance. However, founder status should still be documented. A founder-led institution can be weakened if personal authority is not translated into clear governance pathways.
If a Founder Council is created, counsel must determine whether it is advisory, reserved-rights based, succession-related, moral, strategic, ceremonial, or legally empowered. The Council should not be allowed to sit ambiguously between governance and influence. If it has reserved powers, those powers must be listed. If it is advisory only, that limitation must be stated. If it has succession responsibility, the trigger events and process must be recorded.
Founder authority should support governance, not bypass it. Where the Founder retains reserved approval over board engagement, public announcement, role classification, major appointments, bank relationships, or institutional identity, those reserved matters should be written clearly and harmonized with the final legal documents.
12. Ambassador or Public-Facing Representative
An ambassador or public-facing representative may support visibility, introductions, education, community engagement, or public communication. This role carries reputational value but also creates risk if the person speaks beyond approved language.
The ambassador should not describe participation terms, expected returns, legal structure, bank commitments, escrow arrangements, land ownership, government support, board decisions, or financial assurances unless given approved wording. Public-facing representatives should use scripted language, approved slides, approved FAQs, and approved disclaimers.
Counsel should review whether ambassador language could be treated as solicitation, representation, agency, endorsement, or misleading public communication. The role should be narrow, revocable, and recorded.
13. Authority Categories
The Matrix should classify authority in separate categories rather than treating authority as one general power. These categories include governance authority, advisory authority, technical authority, operational authority, signing authority, public-speaking authority, information-access authority, expenditure authority, appointment authority, bank-contact authority, land-negotiation authority, investor-communication authority, and litigation or legal-instruction authority.
A person may have one category without another. A board member may have governance authority but no individual signing authority. An advisor may have advisory authority but no public-speaking authority. A representative may have bank-contact authority but no signing authority. An executive may have operational authority but no authority to appoint board members. The document must avoid general phrases such as “authorized to act” unless the scope is defined.
14. Actual Authority Control
Actual authority should arise only from an approved source: constitution, trust deed, board resolution, founder approval where permitted, management delegation, appointment letter, representative mandate, bank mandate, committee terms of reference, or another written instrument approved under the governance documents.
Every grant of actual authority should state who grants it, to whom it is granted, what acts are permitted, what acts are prohibited, when authority begins, when it ends, whether it may be delegated, whether a co-signature is required, whether the authority is subject to budget, whether counsel approval is required, and how the authority is recorded.
The Fund should maintain an authority register. The register should be the internal answer to the question: who can do what, for how long, and under which document?
15. Apparent Authority and Public-Reliance Risk
Apparent authority risk arises when the Fund’s own conduct causes outsiders to reasonably believe that a person has authority. Even if the Fund did not intend to grant authority, public materials, meeting behavior, titles, introductions, email signatures, website profiles, proposal decks, and repeated conduct can create reliance risk.
To reduce this risk, every public description should be role-accurate. Advisory profiles should not imply decision power. Patron profiles should not imply guarantee. Committee profiles should not imply management. Representative profiles should state the mandate. Meeting notes should identify who attended in what capacity. Letters should avoid copying persons in a way that suggests authority unless intended. Website biographies should include role limitations where needed.
16. Signing Authority
Signing authority is a separate power and must never be implied from title alone. The Fund should classify documents by risk: constitutional documents, bank mandates, land agreements, investor documents, supplier contracts, employment contracts, NDAs, public letters, government submissions, audit engagements, legal retainers, procurement approvals, payment instructions, and website/publication approvals.
For each category, the Fund should state who may sign, whether one signature or two signatures are required, whether prior board approval is needed, whether Founder approval is required, whether legal counsel must review the document, whether there is a monetary threshold, and whether the signed document must be entered into a register.
17. Information Access Classification
Information access should be granted according to role necessity, not social trust. The Fund should classify information as public, internal, confidential, restricted, legally sensitive, financially sensitive, personal-data sensitive, land-sensitive, bank-sensitive, investor-sensitive, operational-security sensitive, and privileged or counsel-sensitive where applicable.
Governing board members may need broad oversight access. Advisors should receive only information needed for advice. Technical committee members should receive only mandate-related data. Patrons should usually receive general information. Representatives should receive only what is needed for their mandate. Executives should receive what their duties require.
Access should be logged when sensitive documents are shared. The Fund should know who received what, when, for what purpose, and under which confidentiality undertaking.
18. Confidentiality and Privilege Sensitivity
Confidentiality must be imposed before disclosure, not after a dispute. Every person receiving non-public documents should sign an appropriate confidentiality undertaking. The undertaking should cover internal strategy, financial models, participant information, land negotiations, bank discussions, legal advice, operational data, farm security, portal data, procurement discussions, audit material, and stakeholder records.
Counsel should separately review whether legal advice or counsel communications may lose protection if circulated too widely or to persons outside the proper privileged circle. The Matrix should therefore treat legal-review documents as controlled materials and limit access to those with a need to know.
19. Conflict Classification by Role
Conflict risk is not identical across roles. A governing board conflict may compromise oversight and voting. An advisory conflict may distort advice. A technical committee conflict may influence procurement or recommendations. A patron conflict may create public distrust. An executive conflict may affect operations and payments. A representative conflict may affect negotiations.
The Matrix should require disclosure of personal, family, business, professional, political, public-office, land, supplier, contractor, banking, investor, auditor, lawyer, consultant, farmer, community, competitor, and related-party interests. The response may be disclosure only, recusal, information restriction, role limitation, reclassification, refusal of appointment, or removal.
20. Appointment Instruments by Role
Each role requires a matching document. Governing board members need appointment instrument, consent to serve, board charter acknowledgement, conflict disclosure, confidentiality undertaking, code of conduct acknowledgement, and register entry. Advisory board members need advisory appointment letter, advisory charter acknowledgement, conflict disclosure, confidentiality undertaking, and public-use consent where applicable. Technical committee members need terms of reference, appointment note, confidentiality undertaking, and conflict disclosure. Patrons need honorary invitation, role limitation notice, consent to use name, and public wording approval. Representatives need written mandate, authority limitation, confidentiality undertaking where needed, and revocation clause.
No role should be announced before its instrument is complete.
21. Public Wording Rules
Public wording should be accurate, narrow, and repeatable. The Fund should maintain approved language for every role. The wording should avoid implying that any person guarantees returns, secures bank approval, provides regulatory approval, controls land, protects investors personally, or binds the Fund unless that is legally true and documented.
Where public confidence is important, restraint is more credible than exaggeration. The Fund should use titles to clarify governance, not inflate status.
22. Role Reclassification
A role may be reclassified upward, downward, sideways, or into inactive status. An advisor may later become a governing board member. A technical committee member may later receive executive authority. A patron may later become an advisor. A representative mandate may expire and become no role at all.
Every reclassification should require review of due diligence, conflicts, confidentiality, public wording, appointment instruments, register entries, and whether previous materials must be corrected. The date of reclassification should be clear so that old authority is not confused with new authority.
23. Suspension, Revocation, Removal, and Resignation
The Fund should be able to suspend access, revoke authority, remove a person from a role, or accept resignation without uncertainty. Grounds may include undisclosed conflict, breach of confidentiality, misuse of title, misleading public statement, unauthorized signing, reputational concern, non-attendance, legal concern, failure to cooperate with review, expiry of mandate, incapacity, resignation, or counsel recommendation.
Removal should address return or deletion of documents, continued confidentiality, update of website and public materials, notification to affected parties where necessary, and register amendment.
24. Counsel Review Checklist
Counsel should review whether the Matrix is consistent with the final legal vehicle; whether each title has legal meaning; whether governing-board language matches Ghanaian law; whether advisory limitations are strong enough; whether apparent-authority controls are sufficient; whether confidentiality undertakings are enforceable; whether public wording is safe; whether conflict procedures are adequate; whether information access respects data protection; whether bank, land, investor, and public-office sensitivities are covered; and whether appointment and removal procedures are enforceable.
Counsel should also identify any role that should be renamed, removed, narrowed, or moved into a separate charter.
25. Schedule A — Role Authority Matrix
Governing Board Member: formal oversight authority only as provided by governing documents; no individual signing authority unless separately granted; may access board-level confidential information subject to confidentiality; may vote only where the legal structure permits.
Advisory Board Member: non-binding advice; no signing authority; no management authority; no public representation unless separately authorized; access limited to advice-related information.
Technical Committee Member: mandate-specific technical review or recommendation; no governance authority; no expenditure authority unless separately delegated; access limited to technical mandate.
Patron or Honorary Advisor: goodwill and honorary association; no governance, management, signing, guarantee, or representation authority; public wording must be consented to and controlled.
Executive Management Participant: operational authority within delegation; no reserved governance authority; signing and expenditure authority only within written limits; subject to reporting duties.
Authorized Representative: external authority only for a defined mandate; no general office; authority expires or is revoked according to the mandate.
Founder or Founder Council Participant: stewardship or reserved authority only as written in governing documents; advisory if not legally empowered; must not bypass adopted governance procedures.
Ambassador or Public-Facing Representative: approved communication only; no legal, financial, investment, land, bank, or governance commitments unless separately authorized.
26. Schedule B — Information Access Matrix
Public information may be shared with all approved public-facing roles. Internal information may be shared with executives, board members, and selected advisors where needed. Confidential information requires a signed undertaking. Restricted information requires role necessity and approval. Legal-sensitive information requires counsel-controlled circulation. Investor-sensitive and personal data require data protection review. Bank-sensitive and land-sensitive materials require specific approval. Operational-security information should be tightly limited.
27. Schedule C — Appointment Instrument Matrix
Each role must be matched to its document set before engagement is complete. The absence of the required instrument means the role is not finalized. The register should record the document title, version, signature status, approval authority, date, access level, public announcement status, and review cycle.
28. Schedule D — Public Description Matrix
Public descriptions should be pre-approved. Governing board descriptions may refer to governance oversight only after lawful appointment. Advisory descriptions should emphasize advice. Technical descriptions should emphasize technical contribution. Patron descriptions should emphasize honorary goodwill and avoid guarantee language. Representative descriptions should state the limited mandate or should not be publicized at all.
29. Schedule E — Signing Authority Matrix
The Fund should maintain a separate signing schedule for bank documents, land documents, investor documents, supplier contracts, employment contracts, NDAs, legal engagements, audit engagements, public letters, government submissions, and internal approvals. No role should be assumed to sign across categories.
30. Adoption Record
This Matrix should be adopted only after counsel review and approval by the appropriate institutional authority. The adoption record should state the title, version, date, approving authority, counsel reviewer, related documents, implementation responsibility, review cycle, and supersession of earlier drafts. Once adopted, no board engagement, advisory appointment, patronage announcement, technical committee role, executive delegation, or representative mandate should proceed inconsistently with this Matrix unless a written exception is approved and recorded.
31. Legal Research and Counsel Review Basis
This Matrix has been prepared with reference to legal research on fiduciary duties and apparent authority. Counsel should not treat the research references as jurisdiction-specific conclusions for Ghana. Their function is to identify risk categories that must be tested under the final Ghana structure. The fiduciary research supports the practical need to distinguish care, loyalty, and obedience to lawful authority. That distinction matters because a governing role is not merely a title of honor; it may require attention, loyalty to the institutional purpose, and discipline not to act outside permitted authority.
The apparent-authority research supports a separate control principle: an institution can create risk not only by what it expressly authorizes, but also by what it appears to authorize through public conduct, silence, repeated practice, documents, introductions, website descriptions, email signatures, proposal decks, and meeting behavior. For Anidaso, this is not a theoretical issue. The Fund will be approaching banks, landowners, community leaders, possible board members, advisors, patrons, farmers, auditors, lawyers, and future participants. If a person is displayed as connected to the Fund without clear role language, third parties may infer authority that the Fund never intended to grant.
Counsel should therefore review this Matrix as an authority-containment instrument. Its schedules should be read together with the Institutional Board Engagement Protocol, the Candidate Due Diligence Manual, the Conflict of Interest Disclosure Instrument, the Confidentiality and Non-Disclosure Undertaking, the Consent to Serve and Role Acceptance Instrument, the Board Charter, the Advisory Board Charter, and the Board Engagement Letters Pack.
32. Schedule A — Role Authority Review
For each proposed person, the Fund should complete a role authority review before any invitation, announcement, document access, or meeting representation occurs. The review should answer, in writing, the following questions. What institutional need is the role intended to serve? What legal title is proposed? Is the role governing, advisory, technical, honorary, executive, representative, or founder-continuity related? Does the role carry voting power? Does it carry individual signing power? Does it carry power to approve expenditure? Does it permit communication with banks, landowners, investors, public offices, auditors, lawyers, suppliers, farmers, or media? Does the role permit access to confidential information? Does the role create a risk that outsiders will infer authority greater than that granted?
A governing board member should be marked as having formal oversight only within the adopted legal documents. The matrix should not say simply that the person has authority. It should state the source of authority, the voting rights, the reserved matters, the limits on individual action, the confidentiality level, the conflict obligations, the meeting duties, the recordkeeping duties, and the procedure for removal or resignation.
An advisory board member should be marked as providing non-binding advice. The schedule should identify whether the advice is strategic, technical, financial, agricultural, legal-awareness, community, communications, bank-perception, investor-confidence, or founder-continuity related. The schedule should state that advisory recommendations do not become Fund decisions until adopted by the Founder, governing board, or other authorized body.
A patron or honorary advisor should be marked as goodwill or honorary association only. The schedule should expressly exclude guarantee, endorsement of returns, regulatory approval, bank approval, land approval, operational responsibility, signing power, and management authority. Where the person holds a sensitive public, traditional, religious, banking, legal, audit, or political office, the schedule should require counsel review before announcement.
An authorized representative should be reviewed by mandate, not by title. The schedule should state the transaction or engagement, the permitted words, the permitted documents, the counterparty, the start date, the end date, whether negotiation is allowed, whether signing is allowed, whether co-signature is required, and who receives the representative's report after each engagement.
33. Schedule B — Information Access and Document Control
Information access must be documented by category. Public information may include approved vision statements, general institutional profile, public governance summary, approved FAQs, approved website copy, and non-sensitive presentation materials. Internal information may include operating plans, internal governance notes, draft implementation timelines, and non-public management summaries. Confidential information may include board papers, candidate information, internal risk registers, land discussions, bank discussions, financial models, supplier information, procurement discussions, participant records, and strategy documents. Restricted information may include legal advice, unresolved disputes, personal data, sensitive financial projections, security matters, bank mandate details, landowner negotiations, privileged communications, and information whose disclosure could prejudice the Fund.
For each role, the Fund should record the maximum access level and the purpose of access. A governing board member may require broad access for oversight, but even board access may be limited where privilege, conflict, personal data, or special committee sensitivity requires restriction. An advisor should not receive full board access merely because the person is respected. A technical committee member should receive only mandate-related information. A patron should normally receive public or general institutional information only. A representative should receive only the documents required for the specific mandate.
The document-control register should record the document title, version, recipient, role, access basis, confidentiality undertaking, date shared, method of sharing, restrictions on onward circulation, return or deletion requirement, and whether counsel approval was required before circulation.
34. Schedule C — Appointment Instrument Requirements
The appointment package should not be uniform across all roles. Each role should have documents that match its risk. A governing board appointment package should include the formal appointment instrument, consent to serve, board charter acknowledgement, conflict disclosure, confidentiality undertaking, code of conduct acknowledgement, role description, term of service, meeting expectations, reserved-matter schedule, information-access classification, resignation procedure, removal procedure, and public announcement approval.
An advisory board appointment package should include an advisory invitation letter, advisory charter acknowledgement, non-binding advice statement, confidentiality undertaking, conflict disclosure, information-access classification, public-use consent, meeting protocol, term of service, resignation procedure, and express statement that the advisor does not govern, manage, sign, bind, or represent the Fund unless separately authorized.
A technical committee appointment package should include committee terms of reference, scope of technical mandate, reporting line, confidentiality undertaking, conflict disclosure, information-access limits, site-access rules where relevant, report format, prohibition on unauthorized procurement influence, prohibition on unauthorized worker instruction, and termination clause.
A patron or honorary advisor package should include honorary invitation, role limitation notice, consent to use name, consent to use image or biography, approved public wording, no-guarantee statement, no-authority statement, confidentiality undertaking if any non-public information is shared, and withdrawal-of-name procedure.
An authorized representative package should include a written mandate, permitted acts, prohibited acts, counterparties, approved wording, document-sharing authority, negotiation authority, signing authority if any, co-signature requirement, expiry date, revocation clause, reporting obligation, and register entry.
35. Schedule D — Public Description and Announcement Controls
No public description should be released until counsel or the designated governance lead confirms that the title is accurate, the appointment is complete, the person has consented, the wording does not imply unintended authority, and the announcement has been archived. Public wording should be shorter than internal authority language, but it must not be looser.
For a governing board member, public wording may refer to governance oversight only after lawful appointment. It should not imply personal guarantee, personal liability, or operational management unless that is legally true. For an advisory board member, wording should emphasize advisory contribution and should avoid phrases that imply approval, control, supervision, or decision-making. For a technical committee member, wording should identify the technical field and avoid implying executive management. For a patron or honorary advisor, wording should emphasize goodwill, senior counsel, or ceremonial association and should avoid financial, regulatory, bank, land, or investor-protection implications. For an authorized representative, the Fund should consider whether public description is necessary at all; if it is necessary, the mandate must be stated narrowly.
36. Schedule E — Signing Authority and Reserved Documents
The Fund should maintain a separate signing authority schedule because signing power creates a different level of legal risk. The schedule should classify documents into categories: constitutional and governance documents; bank documents; land and lease documents; investor or participant documents; supplier and procurement contracts; employment and consultant contracts; confidentiality undertakings; legal engagement letters; audit engagement letters; insurance documents; public letters; government submissions; community memoranda; website publication approvals; and payment instructions.
Each category should identify who prepares the document, who reviews it, who approves it, who signs it, whether two signatures are required, whether Founder approval is required, whether board approval is required, whether counsel review is required, whether a monetary threshold applies, whether the document must be entered into the register, and whether a signed copy must be stored in the governance archive.
No person should sign merely because they are a board member, advisor, patron, executive, committee member, or representative. Signing must arise from the signing schedule, mandate, resolution, delegation, or bank instruction. Where a signature is obtained from a person without authority, the Fund should consult counsel immediately before making any public statement, relying on the document, or attempting informal correction.
37. Schedule F — Conflict Treatment by Role
Conflict treatment must be proportionate to the role. For a governing board member, a conflict may require disclosure, recusal from discussion, recusal from voting, restricted access to papers, independent review, board minute entry, counsel advice, or refusal of appointment. For an advisor, a conflict may require limiting the subject matter on which advice is sought. For a technical committee member, a conflict may require exclusion from procurement review, supplier evaluation, land assessment, finance recommendation, or site-inspection reporting. For a patron, a conflict may require narrowing public wording or declining public association. For a representative, a conflict may require revocation of mandate.
The conflict register should record the nature of the interest, the affected role, the affected decision, the disclosure date, the reviewing authority, the treatment selected, the reason for treatment, whether counsel was consulted, whether recusal occurred, and whether the matter remains active.
38. Implementation Procedure Before External Engagement
Before any board, advisory, patron, committee, executive, ambassador, or representative engagement proceeds, the governance lead should confirm that the role has been classified, the correct instrument has been selected, the candidate due diligence pathway has been triggered, conflict questions have been prepared, confidentiality requirements are known, information-access level is assigned, public wording is withheld until approval, and the engagement is entered in the appropriate register.
The Fund should not send a candidate a prestigious title first and then attempt to repair the legal consequences later. The title should be the output of classification, not the beginning of the process.
39. Counsel Settlement Questions
Counsel should be asked to settle the following questions before this Matrix is adopted. Which legal vehicle will hold the governing board? Which titles have statutory meaning under the chosen structure? Should advisory board language be changed to advisory council, strategic advisory panel, or another term? Should patrons be used at all? What public wording is safe for honorary roles? Which roles can receive legal-review materials without privilege or confidentiality concerns? Which roles may speak to banks, landowners, government offices, auditors, lawyers, farmers, or participants? Which signing rules must be embedded in bank mandates or constitutional documents? What removal procedure is enforceable for each role? What data protection obligations apply to registers, candidate files, and conflict disclosures?
40. Final Adoption and Supersession
Upon adoption, this Matrix should supersede all informal role descriptions, draft title lists, WhatsApp references, verbal understandings, proposal-deck role descriptions, and earlier unpublished classifications inconsistent with it. The Fund should identify one controlling version, store it in the governance archive, and use it as the reference document for appointment letters, website descriptions, board engagement letters, advisory invitations, committee terms of reference, and public announcements.
The adoption record should include the title, version, date, approving authority, legal counsel reviewer, implementation officer, review cycle, related documents, and register location. No exception should be made orally. Any exception should be written, justified, approved, dated, and stored with the Matrix.