The Foundation
How independence is protected
Independence is the whole proposition. The Foundation is structured so that the integrity of the mark does not rest on anyone's good behaviour, but on the constitution itself. The arrangements are set out plainly below, including the founder rights — disclosed independence is stronger than concealed independence.
The Foundation is a non-profit body limited by guarantee, with an asset lock and a board on which no single commercial interest holds a majority. It does not deliver implementation work, engage Practitioners, or compete with its members. Its only product is the integrity of the mark.
The Foundation is a company limited by guarantee, with no shareholders and no distributable profit. An asset lock in the Articles of Association requires any surplus to be applied to the Foundation's purpose and prevents its assets being paid out to members. On a winding up, the assets pass to a body with a like purpose, not into private hands.
The effect is that there is no owner who profits from the mark, and so no one with a financial incentive to lower its standard in order to issue more of it. The asset lock removes the motive that would compromise a commercial certifier.
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. No member, Platform, Assayer, or founder can, by itself, carry a vote of the Board. The composition is published on the Board page and changes are recorded as Notices.
Weighting the Board is what keeps stewardship of the standard in the public interest rather than in the interest of any participant in the regime. It is a structural constraint, not a policy that a future board could quietly set aside.
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 is written into the regime the Foundation administers: an Accredited Assayer may not certify an Engagement in which it holds a commercial interest, and accreditation is subject to audit against that rule.
The Foundation does not itself deliver implementation work or perform an Assay. It stewards the IDEA Methodology, accredits independent Assayers, and maintains the Register. The separation of stewardship from delivery is what lets the mark mean the same thing for every Engagement.
The IDEA Methodology was developed in enterprise procurement by OAI Limited and contributed to the Foundation. OAI Limited holds certain founder rights. Rather than conceal the arrangement, the Foundation discloses it: a disclosed dependency can be tested and bounded, whereas a concealed one cannot.
The founder rights are limited and do not give OAI Limited control of the mark. OAI Limited does not hold a majority on the Board and cannot, by itself, carry a vote. It does not perform Assays, does not sit as an Accredited Assayer, and does not decide which Engagements are Hallmarked. Where OAI Limited or a connected party has an interest in a matter before the Board, the conflict regime applies and its founder director does not vote on it.
The arrangement is recorded in the Articles of Association, which are available on request and will be published in full. The Foundation's view is that stating the founder relationship plainly, and constraining it in the constitution, is what makes the independence credible rather than asserted.