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Governance decisions

Minutes of the Constituting Meeting of the Governing Board — GB-2026-001 (draft, as attested)

Version 2026-08-26Decided 2026-08-26 · GB-2026-001EnglishMCC_Konstitueringsmoete_Protokoll_2026-08-26_UTKAST.md

A decision record, served as the programme record holds it. Whether it is signed is carried by the decision book, not by this page. A decision record is not amended after the fact: anything on its face that has since been overtaken is stated in the notice above the text.

Correction notice

Notice, 1 October 2026. This is the draft as archived in 00_Styring_og_Vedtak. Its times, form, attendance, secretary, chair-of-meeting, conflict-of-interest and vote fields are blank, and so is its signature block; the completion sheet of 6 September (MCC_GB-2026-001_Utfyllingsark_2026-09-06.md), which lists those fields for the two members to state, remains unfilled. MCC-700 v3.1 cl. 14.1 requires a governance body to keep voting records — voter identities, votes, counts and rationales. Until the two members state them, this document is what it says it is: proposals, with the founder's confirmation of 27 August recorded in the administration note, not a formal record. Its own Action A1, publication within thirty days, fell due on 25 September 2026 and was not met; the minute is published here after that date, and in draft form, because withholding it longer would not make it less draft. A1 cites MCC-001 cl. 0040 for the thirty days, but the rule is in MCC-100 v2.2 cl. 0040 (cl. 0040 of the Charter vests authority in the Board), and MCC-700 v3.1 cl. 14.5 sets the same limit. The decision register carries GB-2026-001 as ATTESTED, executed copy not received. It can be signed in the platform only by the members who served on 26 August 2026, only once the blank fields are completed in the served text — the signature route refuses a minute that still carries them — and the register records it as signed only when every member who served that day has signed.

Minutes of the Constituting Meeting of the Governing Board — DRAFT

Marine Conservation Credits Programme (MCC) Date: 26 August 2026 · Time: [ : ] – [ : ] CEST · Form: [ in person / video ] Reference: GB-2026-001 · Status: DRAFT — not valid until signed by all members present (Item 5)

Prepared by the administration from the agenda of 24/25 August 2026. Every resolution below is a proposed text. Vote fields are blank on purpose: they are filled in at the meeting, not before. Nothing in this document has been decided until the signature block is complete.

Administration note, 31 August 2026. The founder confirmed on 27 August 2026 that the meeting was held and these minutes were signed by both members, with: Chair = Lord Grayling (1.2); Item 4.4 = Option C; F03 deadline 30 September 2026 (4.1); next meeting 23 September 2026 (6.1). The signed copy is not yet on file; this document remains marked DRAFT until it is archived here, and Action A1 (publication in the transparency layer) is held until then. Actions A2–A6 and the consultation openings they authorise were executed on 27 August 2026, and A7's F01 consultation on 31 August 2026, on the founder's confirmation.

Present

Member Capacity Present
Leif Martin Klakken Founder; co-founder of MCC [ ]
Lord Chris Grayling Co-founder of MCC [ ]

Secretary of the meeting: [ name ] · Chair of the meeting: [ name ]

Quorum. Two (2) members are appointed under FD-2026-08-24 item D2 and both are present. Quorum under MCC-700 v3.1 §12.1 (majority of appointed members, 50 % + 1) is therefore satisfied. Each member has one vote (§12.1).

Composition — disclosed deviation. MCC-700 v3.1 §4.1.2 prescribes an eleven-member Board with stakeholder seats. The Board constituted today has two members and fills none of the stakeholder seats. The Board does not treat this as compliant; it treats it as the transitional state that MCC-700 Amendment 1 (A1.4, new §4.1.5) is drafted to regulate, and adopts that rule as an intention resolution in Item 3 with the 60-day notice the Charter requires. Until Amendment 1 enters into force, the Board acts on the founder's authority under FD-2026-08-24 (D2, D11), and every decision in these minutes is recorded as taken in that transitional capacity. The eleven-member target and the 24-month deadline in §4.1.5 bind this Board from today.

Conflict-of-interest disclosures (MCC-700 §13.2). Mr Klakken discloses that he is the author of FD-2026-08-24 and the owner of the entity that operates the Programme pending registration of the Norwegian operating company (D1). Lord Grayling discloses [ none / as stated ]. The disclosures are entered in the Conflict of Interest Register (§13.4).

Item 1 — Constitution of the Board

Resolution 1.1. The Governing Board of the MCC Programme is constituted with effect from today with the members listed above, appointed under FD-2026-08-24 item D2. Each appointment is minuted with the seat it fills for the purpose of §4.1.5: Mr Klakken — founder seat (transitional); Lord Grayling — independent expert seat (§4.1.2, "independent experts with governance or environmental expertise"). Resolution 1.2. Lord Chris Grayling is elected Chairperson of the Board (§12.1 tie-breaking authority). Resolution 1.3. The Pilot Phase under MCC-700 §10.1 begins today, the date of this constituting resolution.

Votes — Klakken: [ Y / N / A ] · Grayling: [ Y / N / A ] · Result: [ carried / not carried ]

Item 2 — Ratification of Founder Decision Record FD-2026-08-24

The Board has received FD-2026-08-24, the decision basis D1–D16 and R1–R5 (MCC_Styresesjon_Vedtaksgrunnlag_D1-D16_UTKAST_v0.1.md), and the execution log (MCC_Eksekveringslogg_FD-2026-08-24.md, 23 items). The Board notes that every item has already been executed; ratification confirms the decisions and does not trigger new work. Any member wishing to alter an individual item does so by amendment (D16), not by reversal of the log.

Conflict handling. Because Mr Klakken authored the instrument being ratified and holds the financial interest disclosed above, the administration recommends that he abstain on this item (§12.1, §13.2) so that the ratification rests on the independent member's vote. With one vote cast and none against, the resolution carries under §12.1. The Board may decide otherwise and record its reasons (§12.2).

Resolution 2.1. FD-2026-08-24 is ratified in its entirety, including D7 (VVB insurance: USD 2 000 000 per claim / USD 5 000 000 aggregate), D6 (1 MCU = 100 kg recovered gear, 10 % buffer for M008), D5 (single F01–F05 taxonomy), D8 (host-country notification, not authorisation), D11 (MCC-700 as sole governance architecture) and D16 (annulment of the five unsupported board-decision references). Resolution 2.2. From the date these minutes are signed, documents carrying the marker "board ratification pending — FD-2026-08-24" may cite these minutes (GB-2026-001) at their next version bump. No document is re-issued solely to change the marker.

Votes — Klakken: [ Y / N / A ] · Grayling: [ Y / N / A ] · Rationale for any N/A (§12.2): [ ] · Result: [ carried / not carried ]

Item 3 — Charter Amendment 1, MCC-700 Amendment 1, and Guidance Errata No. 1 Part E

Resolution 3.1 — Charter Amendment 1 (intention). The Board resolves to adopt MCC-001 Charter Amendment 1 (01_Standarder/UTKAST_2026-08-24/MCC-001_Charter_Amendment1_Governance_v0.1_UTKAST.md: governance architecture per D11, host-country rule per D8, cl. 0034 aligned). Under Charter cl. 0079 the amendment requires ninety (90) days' public notice; the notice is published in the transparency layer on the day these minutes are signed, and the amendment enters into force at the end of the notice period unless the Board resolves otherwise on the basis of comments received.

Resolution 3.2 — MCC-700 Amendment 1 (intention). The Board resolves to adopt MCC-700 Amendment 1 (00_Styring_og_Vedtak/MCC-700_Amendment1_Governance_Alignment_v0.1_UTKAST.md, A1.1–A1.10), including the transitional composition rule in A1.4 (new §4.1.5) and the two-thirds threshold in A1.5, with sixty (60) days' public notice under Charter cl. 0080, on the same terms as 3.1. Both amendments enter into force on the same day, the later of the two notice periods.

Resolution 3.3 — Guidance Errata No. 1, Part E (reef carbonate). Acting in the capacity of the Standards Committee (MCC-700 §10.1.1; A1.4), the Board endorses the position in Part E that reef carbonate formation is not CO₂ uptake and shall not be used as a CO₂e basis for MCC-HYB units. Guidance Errata No. 1 is under public consultation until 8 September 2026; final adoption is taken after the consultation closes and the comments have been answered, and is recorded in a separate decision. Nothing is adopted today that the consultation could still change.

Votes — Klakken: [ Y / N / A ] · Grayling: [ Y / N / A ] · Result: [ carried / not carried ]

Item 4 — F03 methodology deadline, SC-2026-001, and MCC-200 Amendment 1

Resolution 4.1 — F03 deadline. D14 left the F03 methodology deadline open. The Board sets 30 September 2026 as the date by which an F03 methodology text shall be submitted to the consultation process; until a methodology is adopted, the "awaiting methodology" marking on F03 stands.

Resolution 4.2 — SC-2026-001 (M001–M003). Acting as Standards Committee, the Board adopts the recommendation in MCC_SC_Paper_SC-2026-001_M001-M003_Approval_Basis_DRAFT.md: M001, M002 and M003, which stand as APPROVED in the registry without methodology text, peer review or a decision record, are re-labelled UNDER_REVIEW with an honest public label; F01 methodology texts are commissioned under MCC-200 § 3. No live project uses these methodologies; M008 and the retirement of M004–M006 are unaffected.

Resolution 4.3 — MCC-200 Amendment 1 (referral to consultation). The Board refers MCC-200 Amendment 1 (01_Standarder/MCC-200_Amendment1_Taxonomy_and_Portfolio_Alignment_v0.1_UTKAST.md) to public consultation for thirty (30) days as a Tier 4 instrument. Adoption is a separate decision after the consultation closes. The Board records that the Amendment is a proposal in its name and is published as such.

Resolution 4.4 — F02/F05 permanence and the 40-year reversal-risk expectation (BP-2026-003). The Board adopts Option C of MCC_Board_Paper_BP-2026-003_F02_F05_Permanence_vs_CCP6_v0.1.md in principle: the F02 and F05 permanence horizons in MCC-200 cl. 0031.1 are unchanged, and the administration is instructed to draft for public consultation an amendment to MCC-100 v2.2 cl. 0183.1 and 0191 defining a reversal-risk management period of forty (40) years from the issuance of each MCC-HYB unit, with the consequential amendment to the Buffer Pool Management Policy. Option B (accept that F02/F05 CO₂e components do not seek the CCP label) is the recorded fallback.

Votes — Klakken: [ Y / N / A ] · Grayling: [ Y / N / A ] · Result: [ carried / not carried ]

Item 5 — Signature of the Founder Decision Record

Resolution 5.1. Mr Klakken signs FD-2026-08-24 at the meeting [ physically / by Docusign ]; the signed instrument is filed with these minutes. Resolution 5.2. These minutes are signed by all members present and are not valid until then.

Votes — Klakken: [ Y / N / A ] · Grayling: [ Y / N / A ] · Result: [ carried / not carried ]

Item 6 — Any other business

Resolution 6.1. The Board meets at least quarterly; the next ordinary meeting is set for 23 September 2026 (week 39). Resolution 6.2. D10 (file storage and e-signature with hash control, deferred under FD-2026-08-24) is put back on the agenda at the first meeting after a VVB has been contracted. Resolution 6.3. The administration is instructed to fill the stakeholder seats in §4.1.2 and to report progress against the 24-month target at every ordinary meeting. Other matters raised: [ none / as minuted ]

Votes — Klakken: [ Y / N / A ] · Grayling: [ Y / N / A ] · Result: [ carried / not carried ]

Actions after the meeting (administration)

# Action Basis Due
A1 Publish these minutes in the transparency layer MCC-001 cl. 0040 (within 30 days) by 25 Sep 2026
A2 Publish Charter Amendment 1 notice (90 d) and MCC-700 Amendment 1 notice (60 d) 3.1, 3.2; cl. 0079/0080 day of signature
A3 Open the 30-day consultation on MCC-200 Amendment 1 4.3 day of signature
A4 Re-label M001–M003 UNDER_REVIEW in the registry with public label; commission F01 texts 4.2 day of signature
A5 Enter both members and their disclosures in the governance register and the COI Register §13.4; D2 day of signature
A6 Record the Pilot Phase start date 1.3; §10.1 day of signature
A7 After 8 Sep 2026: answer consultation comments, then bring Errata No. 1 (incl. Part E) for adoption 3.3 after consultation

Signatures

The undersigned confirm that these minutes correctly record the proceedings and resolutions of the constituting meeting of the Governing Board held on 26 August 2026.
____________________________ ____________________________
Leif Martin Klakken Lord Chris Grayling
Date: ______________ Date: ______________

DRAFT prepared by the administration on 26 August 2026 from the agenda of 24/25 August 2026. Until signed, this document records proposals, not decisions. Filed as GB-2026-001 upon signature.