Governance and independence

The Assay Foundation Limited is a company limited by guarantee, not by shares. It has no shareholders and distributes no profit. An asset lock in its Articles of Association requires any surplus to be applied to its purpose, and prevents its assets from being distributed to members; on a winding up they pass to a body with a like purpose, not to private hands.

The Foundation does not deliver implementation work, engage Practitioners, or compete with its members. It stewards the IDEA Methodology in the public interest, accredits independent Assayers, and maintains the Register. It does not itself perform an Assay.

The Board is weighted so that no single commercial interest holds a majority. Seats are reserved for independent non-executive directors and for public-interest representation, and the founding contributor cannot, by itself, carry a vote of the Board.

Conflicts of interest are recorded and managed under a standing regime: a director with an interest in a matter declares it and does not vote on it. The same principle runs through the regime as a whole — an Accredited Assayer may not certify work in which it holds a commercial interest.

The IDEA Methodology was developed in enterprise procurement and contributed to the Foundation by OAI Limited. OAI Limited holds certain founder rights, which are stated plainly rather than concealed: disclosed independence is stronger than concealed independence. The independence page sets the arrangement out in full, including the limits placed on those rights and why they do not give OAI Limited control of the mark.