Founding Chair

Whose agenda

An adviser responds to an agenda set by the company. The Chair sets the Council's annual agenda with its members. The Secretariat may propose items; it may not decide them. Every agenda item is entered in the register with the name of the person who proposed it.

Who chairs the room

The Chair convenes each session, fixes the question it will address, and approves the invitation list. Attendance is minuted by name, role and employer, so that the composition of any Council room can be examined afterwards.

Whose name is on the record

A Council publication is approved by the Chair together with a majority of the voting members, under Article 12 of the Charter, and carries her dated written approval and her foreword. Nothing is published in the Council's name while fewer than seven voting members are in office. Anything issued without that approval is not a Council publication, and the Secretariat must say so when asked.

Who may say no

The Chair may refuse a publication, withdraw the Council's name from an activity, and require the Secretariat to correct a public statement within five working days. Each refusal and each correction is a register entry.

Direction of accountability

An adviser is accountable to the company that appointed her. The Chair is accountable to the Council's stated purpose and holds the Secretariat to it.

The wording is not the test. The test is whether the first year's register shows the Chair refusing anything at all.

Children first

Research involving children proceeds only with informed school and guardian consent, an opt-out that carries no penalty of any kind, including no effect on any commercial relationship the school has with PrepGraph, and the minimum personal data the question requires, deleted on a date stated in advance.

Questions and methods fixed in advance

The question, the method, the primary measure and the analysis are recorded and dated before data collection begins, and published with the study. Any departure from that record is listed in the study, so that a disappointing result cannot later be reframed as a different one.

Negative results are published

A study finding no effect, or an adverse effect, is published within ninety days of completion, on the same terms as one finding a benefit. The Chair may direct publication if it is not offered.

This commitment is worth nothing until a study that embarrasses the convener has actually been published. Until then it is an intention, not a record.

Disclosure of the convener's role

Every publication states who funded the work, the amount attributable to it where it can be stated, who collected the data, whose platform was studied, who drafted it, who reviewed it, and who at PrepGraph saw the draft in the factual-accuracy pass, on what date, what was said, and whether any change followed. That pass is the only sight of a draft the funder gets: no editorial review, one written pass limited to statements about its own systems, ten working days, silence publishes, and no power to delay, amend or withhold.

Participating schools see it first

Schools that took part receive the findings at least seven days before publication. They may correct factual descriptions of themselves. They may not alter the findings, and the study says so.

Open publication

Council research is published in full, with method and limitations, free to read and without registration or email capture, so that reading it does not generate a sales lead.

Council profile

A profile carrying her designation, biography and approved photograph, published alongside the Council's purpose, its non-statutory status, and the summary of her declared interests.

Briefing before any appearance

Identification of relevant platforms, and, before each appearance, a written note setting out the current state of the question and what the Council can and cannot claim about it.

Editorial support

Research and drafting assistance for Council publications, forewords, articles and interviews on Council subjects. Nothing attributed to her is issued without her written approval of the final text, and approval of a draft is not approval of a later version. Whoever drafted is named on the output, together with their employer, whether or not that employer is PrepGraph.

Session materials

Invitations, agendas and session papers for Council activities, circulated with at least fourteen days' notice, and minutes drafted within ten working days and issued to attendees, with the summary of decisions public within fifteen working days.

Travel and logistics

Travel, local transport and reasonable lodging for engagements agreed in advance, arranged and paid by the Secretariat so that no cost of the office falls on the Chair, and recorded separately from any question of remuneration.

A named coordinator

The Secretariat office accountable for scheduling, records and follow-through is the Executive Director & Secretary-General, Rekha Sharma, who may name one further person to carry the day-to-day work. Both are named in writing and reachable at [email protected]. If either changes, the Chair is told before the change takes effect.

On whose instruction

The Secretariat drafts, convenes and records on the Chair's written instruction, and the instruction is filed with the record it produced. Where it has acted without one, the record says so. Instructions are Council records and are provided to the Chair on request on the same terms as minutes and registers.

The filing is the whole of the safeguard. An unfiled understanding between an unpaid Chair and a full-time secretariat is indistinguishable, a year later, from the secretariat having decided.

What the support does not extend to

Support is confined to Council business. The Secretariat does not build a personal profile for the Chair, place her in media unrelated to the Council's agenda, or draft material issued under her name on subjects outside the six pillars.

Time, honestly estimated

Roughly four to six hours a month, plus events agreed in advance. The Secretariat logs the hours actually asked of the Chair and reports the total in the annual public record, set beside the paid person-days the Secretariat spent on Council work in the same period.

The two figures are printed together because the ratio is the honest measure of this office. An unpaid Chair of a few dozen hours a year, reviewing work drafted by a funded full-time staff, is review at that ratio, and no wording in this instrument changes it. If the actual load exceeds the estimate, the correct remedy is a smaller programme, not a revised estimate. The Chair decides which activities go.

What the hours contain

One agenda and review call with the Secretariat each month, reading and approving drafts, preparing and chairing sessions, correspondence with members she has invited, and the ethics confirmations.

Events

Each appearance is agreed individually. There is no standing commitment to a number of events, no minimum and no target.

Renewal and amendment

Continuation beyond the term is decided by the voting members and requires the Chair's written agreement; PrepGraph holds no vote and no veto over it. This instrument may not be amended during the term without the Chair's written agreement, and any amendment is entered in the register with its date and reason. It may not be amended so as to conflict with the Charter, and an amendment that does is void to the extent of the conflict.

Records

Minutes, registers and Council correspondence are Council records held by the Secretariat. Copies are provided to the Chair within ten working days of a request, during the term and after it.

Confidentiality, bounded

Confidentiality covers PrepGraph's commercial information and the personal data of participants. It does not extend to the Council's conduct, its findings, or the Chair's own account of either.

Expenses

Actual and reasonable expenses for Council engagements, agreed in advance and either paid directly by the Secretariat or reimbursed against receipts. Expenses are not remuneration and are recorded separately.

Specific engagements

A discrete piece of work outside the mandate, such as a commissioned paper or a keynote requested by a third party, may carry an honorarium. It may not be paid by PrepGraph or by any party with a commercial interest in the Council's work, is agreed in a separate written engagement stating the deliverable and the sum before work begins, and is disclosed wherever the engagement is public.

What may never be paid

No payment, during this term or afterwards, may be linked directly or indirectly to PrepGraph's revenue, pipeline, referrals, school sign-ups or valuation.

If such an offer is made, the correct response is to decline it and to enter in the register that it was made.

No power to publish alone

She cannot issue a Council publication on her own authority. Approval requires her and a majority of the voting members, and nothing is published in the Council's name while fewer than seven voting members are in office. Her power over publication is the power to stop, not the power to release.

Several earlier descriptions of this office said that she alone approves what is published. That was wrong and the Charter does not permit it.

No power to choose her successor

She does not appoint, nominate or approve the next Chair, and neither does PrepGraph once voting members are in office. The succession rules below are not hers to vary.

No authority to bind PrepGraph

She is not a director, employee, officer, shareholder or authorised signatory of PrepGraph, and may not act or be described as one.

No signing authority

She does not sign contracts, proposals, orders, tenders or letters of intent for PrepGraph or for any school.

No commercial representations

She does not quote prices, discounts, commercial terms or delivery commitments, and is not asked to.

No commitment of funds

She does not commit PrepGraph's funds. The Council's budget is proposed by the Secretariat and borne by PrepGraph. Her power over it is the power to refuse an activity, not to spend.

No certification, rating or approval

The Council does not certify, rate or approve schools, curricula or products, and the Chair therefore holds no such power to lend, in this term or in any future arrangement.

No procurement role

She does not recommend, shortlist, introduce or influence any purchase, by any school, of PrepGraph's product or any other.

A request that she do so is a breach of this framework by the person making it, whoever they are, and is recorded as one.

No data authority

She has no access to and no control over student personal data, and requires none for the office.

No obligation to endorse

She is never required to make, repeat or approve a claim about any product, including PrepGraph's, that she does not independently hold to be true.

No obligation to open doors

She is never asked to influence a procurement decision, arrange a commercial introduction, or make an approach on PrepGraph's behalf. She may decline without giving a reason.

Approval over her name and image

No use of her name, designation, photograph, likeness, voice or words in any publication, advertisement, presentation, proposal or channel without her written approval of that specific use. Approval of one use is never approval of another. This obligation survives the term.

The right to decline

Any appearance, interview, quotation or association may be declined at any time, including after acceptance, and without explanation.

No fundraising or solicitation

She is not asked to raise investment, solicit customers, or lend the office to a commercial pitch.

No student personal data

No access to identifiable student data is required of her, and none is routed to her.

Defence of the office

If the Council's administration is criticised publicly, PrepGraph answers for it in its own name, within five working days. The Chair is not asked to defend the Secretariat's conduct.

A clean exit

Within fourteen days of the end of the term her name, photograph and designation are removed from live channels, and the Secretariat confirms in writing where they appeared and that each has been removed.

Publications already issued keep her foreword, marked with the term she held. The record is not rewritten in either direction.

What is declared

School, trust and board positions; directorships and shareholdings; paid advisory or speaking arrangements in education technology; family interests in any of the above; and any engagement with a school likely to appear in Council work. A person who is an employee, director, shareholder or paid adviser of any supplier of AI products to schools, or who otherwise derives material income from one, may not hold office as Chair, Founding Member or Expert Fellow and may not vote. Vendor staff may be heard as invited Observers only. PrepGraph is a supplier of AI products to schools and is inside that bar, not outside it.

Recusal

She withdraws from any Council decision, session or publication touching a declared interest. The recusal, and who took the decision in her place, are minuted.

The office is not a lever

The office is not used in her own institutional or commercial negotiations, and is not cited in support of any organisation other than the Council.

Third-party payments disclosed

Any honorarium or hospitality received from a third party for an appearance made as Chair is disclosed to the Secretariat within fourteen days and recorded.

Gifts

Gifts of more than token value, from any party with an interest in the Council's work, are declined, and the offer is recorded.

Removal

PrepGraph cannot remove the Chair and cannot end her term early. Removal is by two thirds of the voting members other than the Chair, on grounds stated in writing, put to her with an opportunity to answer before the vote is taken. The grounds, the vote and her answer are entered in the register and published.

This power does not exist until voting members are in office. Until then no person and no body can remove the Chair, which is a real gap and is stated here rather than left to be discovered.

When the office is vacated automatically

The office is vacated without a vote on death, on written medical incapacity certified by a registered medical practitioner, or on failure to discharge the duties of the office for ninety consecutive days without leave recorded in the register. The Secretariat records the date and publishes it within seven days. While no voting member is in office, the vacation is certified by the Reviewer of Concerns and published with the certificate.

Announcement

The Secretariat announces the resignation within seven days, plainly and without characterising her reasons. If she supplies a statement, it is published unedited alongside the announcement.

Her account is hers

She may state her reasons publicly at any time. No confidentiality obligation in this framework prevents her from describing the Council's conduct or her own, and PrepGraph waives any claim arising from that account.

Withdrawal of name

Her name, designation and photograph are removed from live channels within fourteen days. Issued publications retain her foreword with her term dates.

What the Council may do while vacant

The Secretariat may issue administrative notices only. It may not publish substantive positions, convene sessions in the Council's name, or invite members, until a successor has accepted. The vacancy is stated on the Council's public page for as long as it lasts, with its start date, so that its length is visible.

A vacancy before the first cohort exists can only be ended by a nomination from PrepGraph that the Reviewer of Concerns concurs in. Until it is ended the Council does nothing. That is an indefinite freeze the funder is one of only two parties able to lift, and it is the weakest joint in this instrument.

Succession

Once voting members are in office, they elect the successor at their next meeting. PrepGraph takes no part in that election and proposes no candidate. Before the first cohort exists there is nobody to elect, and the rule for that case is narrow: PrepGraph may nominate, but the appointment takes effect only on the written concurrence of the Reviewer of Concerns, and the nomination, the concurrence and the nominee's declared interests are published before the successor takes office. An appointment not so published is not effective.

This is the most consequential act in the whole structure, and before the cohort exists the funder has a hand in it. The concurrence of an independent person, and the publication of all three documents on the same day, is the entire check on that hand. It holds only for as long as a Reviewer is willing to withhold concurrence.

Commitments in flight

Engagements already accepted may be honoured, transferred or cancelled at her election.

Being read as a front

The Council carries a company's name. Some readers will assume the Chair is decoration for a sales effort, and a few will say so publicly.

The only answer that works is a record: the published register summaries, the forewords, and at least one instance in which the Council said something the convener disliked. Until that instance exists, the assumption is not unreasonable.

Deference to a full-time secretariat

An unpaid Chair of a few hours a month reviews work drafted by three salaried executives of the funder. Nothing improper need be asked of her for the arrangement to tell: the papers simply arrive finished, on time, and in the Secretariat's own framing of the question.

The first year's test is whether she uses the powers that are written down. They exist and they are printed above; a power to refuse leaves no trace until it is used. The evidence is the register: agenda items declined, a publication refused or held, a correction required within five working days, an instance of pressure from the Secretariat recorded and its resolution stated. A register showing none of these at the end of the term should be read as an untried office rather than a well-conducted one.

A Council that never publishes

The likeliest failure is not scandal but drift. Meetings held, nothing issued, a year gone.

If nothing publishable is ready by the end of the term, the Chair should say so in the annual public record rather than issue something thin.

Being used as a door-opener

Someone will eventually treat an introduction from the Chair as a commercial asset.

The request is declined and recorded in the register. A second recorded instance is stated grounds for resignation, and this framework says so in advance so that it need not be argued later.

Association with a bad outcome

If a child is harmed in a badly governed deployment, any body that spoke about responsible AI will be asked where it was.

The only protection is having published specific, dated guidance that a school could actually have followed, and being able to show the date.

Time, underestimated

Four to six hours a month is honest for a steady month and wrong for a session or publication month.

The logged hours in the annual public record, printed beside the Secretariat's person-days, will show which it was. The remedy is fewer activities, not longer hours.

Questions at her own institution

Colleagues, boards and peers may ask why she lends her standing to a company's forum.

The declaration of interests, the absence of any payment, and this framework are the answer, and all three are published before the question is likely to be asked.

The convener changes

A company's priorities, funding or leadership can change within twelve months.

Her protection is that the publication licence, the confidentiality waiver and the right to state her reasons survive this framework and do not depend on who runs PrepGraph.

A published agenda

The Council's agenda for the year, set with its members and published within thirty days of the first meeting, including the questions declined.

Members who can say what they did

A founding membership of up to twelve, drawn across the constituencies the Charter names, each of whom can name a specific contribution. Number is not the measure. A large nominal list is a failure, not a result.

Work a school could use on a Monday

At least one output a principal who buys nothing can apply directly: a governance checklist, a question set for reviewing a vendor, or a policy template, published free and without registration.

Evidence handled honestly

Any research issued states its method, its limitations and its funding, and would survive review by a reader hostile to its conclusion.

The independence record

A complete register, its quarterly summaries published, with any instance of pressure from the Secretariat recorded and its resolution stated.

Interests on the record

Declarations complete for the Chair and every Founding Member, published by the Reviewer of Concerns on the day each appointment takes effect and updated within fourteen days of any change.

Nothing sold in the Council's name

No procurement recommendation, no shortlist, no endorsement, and no use of Council contacts for solicitation.

A single instance is a failure of the year, not an exception to it.

An honest annual public record

The Charter's annual public record, published within ninety days of the end of the term. The term expires on 29 August 2027, so the record is due by 27 November 2027. It states what the Council did, what it failed to do, what it cost, and what it learnt. There is one such document, under one name, with one deadline; any other name or date, in any other instrument, is wrong.

The failure column is not optional, and a statement without one should be read as incomplete.