Mina Foundation Delegation Policy
Mina Foundation is committed to decentralizing the governance of the Mina Protocol following mainnet launch. At the time of this delegation policy (“Policy”), which the Board of Directors (“Board”) of Mina Foundation has adopted, the combined aggregate voting power that Mina Foundation controls is estimated to be about 24.4% of the total vote outstanding (collectively, “Foundation Voting Amount”)1. Mina Foundation hereby adopts the Policy:
- Mina Foundation shall not knowingly seek to direct, influence, interfere, undermine or otherwise control the decentralized governance of the Mina Protocol in any way. This includes not reversing any decisions made by the decentralized community of token holders, unilaterally imposing any changes without support from the community, or coordinating or colluding with other members of the community to materially affect governance.
- Mina Foundation shall, until the occurrence of the Termination Event (defined below), relinquish its ability to participate in the on-chain governance mechanism of the Mina Protocol by delegating its voting power of Foundation Voting Amount to members of the community, as follows:
- ~Mina Foundation shall pick up to 240 external validators which receive the highest Performance Scores. Each such validator shall undergo the requisite anti-money laundering and know-your-customer (“AML/KYC”) check in accordance with Mina Foundation’s AML/KYC policy and must receive clearance in order to participate in Mina Foundation’s delegation program. “Performance Scores” will be based on a participating validator’s total uptime and the number of blocks produced. A leaderboard showing Performance Scores of the selected validators will be published.
- ~Once the list of validators is finalized, Mina Foundation shall continue to delegate Foundation Voting Amount to the selected delegatees on a pro rata basis. Mina Foundation shall earn any staking rewards associated with such delegation; however, each selected validator will be allowed to keep 8% staking rewards. All voting rights associated with such delegation shall be exercisable by such validators, and Mina Foundation shall have no control over, and shall not seek to direct, influence or interfere with their voting.
- ~Once every quarter, or more frequently as determined by Mina Foundation, Mina Foundation will review the list of validators to determine whether un-/re-delegation is appropriate with respect to any particular validator, taking into account the following exclusive factors:
- ~~updated Performance Scores, provided that any un-/re-delegation determination shall not include the number of blocks produced;
- ~~whether a particular validator exercises more than 5% of voting power;
- ~~whether a particular validator has not participated in governance with respect to the delegated Foundation Voting Amount using on-chain voting;
- ~~whether a particular validator has not implemented hotfixes as may be required to ensure continued security of the network;
- ~~whether a particular validator resides in the “old” chain (i.e., chain with less blocks produced) in the event a hard fork has happened;
- ~~whether a particular validator poses an AML/KYC concern;
- ~~whether a validator did not properly remit back the staking rewards in accordance with this Policy; and
- ~any regulatory investigation or adverse event affecting such a validator’s reputation has occurred.
- If there should be any change to the list of selected delegators, Mina Foundation will publish the new list within one week after the review process.
- Mina Foundation shall not delegate to any validators that are operated by investors, employees or affiliated parties of Mina Foundation.
- Each participating validator is limited to one wallet address per participant. If multiple participants are working together as a team, that team will be limited to one wallet address.
- This Policy shall automatically terminate to the extent that Mina Foundation determines that it and its affiliates control less than 10% of the total vote outstanding (“Termination Event”). Nothing in this Policy shall prohibit Mina Foundation from transferring, selling or otherwise disposing its unlocked tokens to a third party.
- Mina Foundation shall also create a system through which employees, advisors and consultants of Mina Foundation are penalized for any violation of this Policy with respect to Mina Foundation.
The Board has established a delegation committee (“Delegation Committee”) and granted such a committee the authority to oversee and revise this Policy in accordance with the terms of the Policy. The Delegation Committee may consider in good faith and grant waivers or variances to any of the requirements set forth herein from time to time.