Governance Charter
Establishes the governance structure, decision-making processes and oversight mechanisms for ImpactMiles Limited, a Hong Kong incorporated limited liability company operating a closed-loop verifiable impact and loyalty platform on KERI infrastructure.
- Version
- v1.2
- Effective
- —
- Last reviewed
- 2026-07-20
- Next review
- —
- Owner
- Board of Directors
- Approver
- Board of Directors
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Applies to
- ImpactMiles Limited and any subsidiaries
- Directors, officers, employees, contractors and platform users
Jurisdictions
- Hong Kong (PDPO, IRD s.88)
- United Kingdom (UK GDPR, DPA 2018)
- European Union (GDPR)
- Singapore (PDPA)
- Australia (Privacy Act 1988)
- Japan (APPI)
- Wider APAC per country taxonomy
How this is applied in-product
- Admin role assignment (user_roles) with segregation of duties
- 4-eyes approval workflow in the Governance CMS
- Board reserved-matters gate for policy publication and KERI root key operations
- Delegation Matrix enforced through server-fn role checks
- TrustMark anchoring of every approved Charter version
1. Purpose
This Governance Charter establishes the governance structure, decision-making processes, and oversight mechanisms for ImpactMiles Limited ("ImpactMiles"), a Hong Kong incorporated limited liability company. It ensures the company operates lawfully, ethically, and in alignment with its mission to turn CSR donations into continuous, measurable impact through a closed-loop loyalty system using KERI infrastructure. This Charter is a living document, reviewed annually or upon material change, and anchored as a TrustMark credential.
2. Board of Directors
2.1 Composition
The Board shall consist of not fewer than two (2) and not more than seven (7) Directors, appointed in accordance with the Company's Articles of Association and the Companies Ordinance (Cap. 622). The Board should include at least one independent non-executive Director once membership reaches four.
2.2 Roles and Responsibilities
Directors owe fiduciary duties of care, skill and diligence. They provide strategic oversight, approve major policies, financial plans and risk appetite. The Board ensures alignment with commercial objectives, ESG commitments and platform integrity.
2.3 Chairperson
Appointed by the Board; leads meetings, sets the agenda with the CEO and ensures effective governance. The Chairperson has a casting vote only where the Articles permit.
2.4 Committees
- Audit and Risk Committee - financial integrity, external audit liaison, risk register oversight.
- Ethics and Compliance Committee - Code of Conduct, conflicts of interest, whistleblower reports.
- Technology and Trust Committee - KERI operations, AI governance, IMI methodology and TrustMark issuance rulebook.
2.5 Meetings, Quorum and Voting
- The Board meets at least quarterly and may convene additional meetings as required.
- Quorum: a majority of Directors then in office, including at least one executive Director.
- Decisions are by simple majority of Directors present unless the Articles or a reserved matter require a higher threshold.
- Written resolutions signed by all Directors have the same effect as resolutions passed at a meeting.
2.6 Conflicts of Interest
Directors must disclose actual, potential or perceived conflicts on appointment, annually and as they arise. A conflicted Director recuses from discussion and voting on the affected matter. The Company Secretary maintains a Register of Interests, reviewed by the Ethics and Compliance Committee.
2.7 Director Evaluation
Annual self-assessment and Board effectiveness review, with results reported to shareholders in summary form.
3. Management and Reporting Lines
3.1 Chief Executive Officer / Managing Director
Accountable for day-to-day operations, execution of strategy and reporting to the Board on performance, risk and material events.
3.2 Key Officers
- Chief Trust Officer - TrustMark rulebook, KERI operations, verification integrity.
- Chief Financial Officer - financial control, fee transparency, external audit.
- Chief Technology Officer - platform reliability, security engineering, change management.
- Data Protection Officer - privacy programme, DPIAs, data subject rights, regulator liaison.
- Head of Security - security controls, incident response, vulnerability management.
3.3 Delegation of Authority
The Board maintains a Delegation Matrix (reviewed annually) that defines financial, contractual and operational limits. Reserved matters requiring Board approval include: material contracts above a Board-set HK dollar threshold, incurring new debt, issuing or repurchasing shares, appointment of external auditor, approval of policies at major version change, KERI root key rotation or recovery, and any change to the fee schedule beyond the pre-approved corridor.
4. Shareholder Rights and Meetings
- Annual General Meeting held within the statutory window required by the Companies Ordinance.
- Extraordinary General Meetings convened on valid requisition under the Articles.
- Voting and information rights are exercised in accordance with the Articles and Cap. 622.
5. Key Policies and Compliance
All material policies listed on the /governance portal are approved by the Board or a delegated Committee and reviewed at least annually. The Company maintains a comprehensive compliance framework covering the Personal Data (Privacy) Ordinance, AML/CTF obligations, anti-bribery and sector-specific requirements. ESG and Impact Index (IMI) reporting is subject to Board oversight to ensure accuracy and credibility.
6. Dispute Resolution
Internal grievances and commercial disputes follow the escalation procedures set out in the Dispute Resolution and Grievance Policy. External mediation, or arbitration administered by the Hong Kong International Arbitration Centre (HKIAC), is the preferred mechanism for unresolved commercial disputes where contracts permit.
7. Amendment and Review
This Charter may be amended by Board resolution, or by shareholder resolution where required by law or the Articles. Every version is version-controlled in the Governance CMS, audited and anchored via a KERI TrustMark on publication.
8. Approval
Approved by the Board of Directors. Date of approval: 20th July 2026. Next scheduled review: July 2027.