Governance

Our governance framework binds the entire KGeN Ecosystem, ensuring that major strategic decisions are made collectively, with the best interests of all stakeholders firmly in mind. To maintain these high standards of governance, the following key actions require the affirmative consent of the KGeN Foundation:

• Major Corporate Changes:

  • The Group Companies cannot liquidate, dissolve, or wind up their operations.

  • They cannot merge, be acquired in a way that changes control, amalgamate, recapitalize, restructure, spin off, or consolidate—except in cases of a change in administration or a similar service provider.

  • They cannot enter into any settlement or compromise with creditors or a class of creditors.

• Token Issuance:

  • No additional Protocol Tokens may be created beyond the agreed-upon total token supply.

• Asset Disposition:

  • The Group Companies cannot sell or dispose of all, or more than 50% of, their total assets as a whole.

• Issuing New Shares:

  • They are not permitted to create, authorize, or commit to issuing new shares in any Group Company.

• Altering Token Smart Contracts:

  • No material amendments can be made to any smart contract governing the tokens. This includes changes to voting rights or adjustments to the maximum number of tokens outstanding.

• Intellectual Property Sales:

  • Any sale or transfer of intellectual property valued at over USD 200,000 in a financial year is prohibited.

• Token Distribution Scheme:

  • Modifications to the token distribution scheme, including the allocation of Protocol Tokens, require prior approval.

• Governing Council Changes:

  • Alterations to the composition of the Governing Council are not allowed without consent.

• Token Buy-Backs:

  • The Group Companies cannot buy back, redeem, or cancel tokens that have already been issued.

• Major Capital Expenditures:

  • Expenditures exceeding USD 150,000 on any single capital acquisition or over USD 500,000 in total capital expenditures within a financial year are not permitted.

• Amending Governing Documents:

  • Changes to any constitutional or governing documents of a Group Company that would adversely affect investor rights cannot be made without approval.

• Related Party Transactions:

  • Capital expenditure transactions with related parties are only allowed on an arm’s length basis and if they are part of the ordinary course of business.

• Improper Loan Disbursements:

  • Loans or advances cannot be disbursed to external parties—including employees or directors—except as routine business expenses (inter-group loans are acceptable).

• Excessive Borrowing:

  • No Group Company may incur indebtedness or financial commitments exceeding 1.5% of the total capital expenditure for any financial year.

• Using Similar Blockchain Gaming Networks:

  • The Group Companies are prohibited from utilizing or attempting to use any blockchain-based gaming network with functionalities similar to those proposed by the Group Companies, unless done through their own network.