Summary
The Foundation Board would like to propose that the Foundation retain the services of a professional director and supervisor provided by Leeward Management Limited (“Leeward”), a Cayman Islands-licensed governance, compliance and corporate services firm to fill a gap in the Board. Leeward and their personnel are drawn from recognized industry professions, are experienced in governance and compliance matters for Cayman Islands foundation companies, and act for many leading projects and some of the largest DAOs.
The Foundation Board proposes that the appoints are effective immediately on the conclusion of voting should the proposal pass. According to article 5.3 of Balancer’s Foundation Articles of Association: “The Token Holders have the power, by Governance Resolution, to appoint or remove Directors.”
Motivation
Balancer’s former non-executive director and supervisor has stepped down for reasons unrelated to Balancer. The Foundation directors and management would like to thank them for their guidance and services, which have been a great addition in the early stages of establishing operations and Foundation-level governance.
The Foundation board has screened a wide group of very capable candidates for the role, and has identified Leeward as the best fit for the current needs of the Foundation. Leeward’s overall fee quote was also the most competitive, and came in slightly lower than prior costs for both roles combined. Fees payable to Leeward under its services agreement will not exceed $40,000 per annum.
As there will be no overlap of directors, there will be no additional cost to the Balancer DAO and no funds are requested under this proposal.
Non-Executive Director and Supervisor Responsibilities
Under the Foundation Companies Act, 2017 and the Memorandum and Articles of Association of the Balancer Foundation, the Foundation is required at all times to have at least one Supervisor who is able and willing to supervise the management of the Foundation Company.
“Supervisor”, for a foundation company, means a person, other than a member, who under the foundation company’s constitution has an unconditional right to attend and vote at general meetings, whether or not the person has supervisory powers or duties.
The non-executive director responsibilities are:
- To act as the Chairperson for the purposes of board meetings (to the extent the other board members do not wish to have this rotated to them), to delegate matters to the company secretary, and to ensure appropriate board packs and documents are prepared by the secretary or relevant Foundation officers or employees or contractors
- To act as the Supervisor for the Foundation and to carry out the tasks of the Supervisor under the articles of association of the Foundation
- To work with the wider board of directors to:
- set the direction for the foundation and its business with the board of directors;
- set an agenda for board meetings;
- further the growth of the Balancer DAO as appropriate
- Along with other board members to select and remove directors where appropriate
- Along with other board members, oversee efforts to support and grow the Balancer ecosystem including seeking funding and setting budgets, establishing the Foundation’s efforts to further its mission
- Along with other board members, oversee the Foundation CEO, the Foundation and the BVI subsidiary
- Where necessary to execute contracts and agreements for the Foundation and BVI Subsidiary with or in the stead of the executive director
- Set the tone to involve the Balancer ecosystem in developing long-range programs to support and increase all types of contributions to Balancer projects
- Set the tone to harmonize the ecosystem working with the board, the service providers, and projects and adjacent foundations to find opportunities to collaborate and reduce confusion.