Independence, Ethics & Conflict of Interest

PrepGraph's activity has three parts: a commercial platform sold to schools, an internal research and development function, and this Council. The first two are commercial. This one is not, and the rules in the Charter and the independence policy are what hold the boundary. That sentence is the whole of what this instrument says about the funder's other work, and it is deliberately the whole of it. No PrepGraph product is named here, no address for one is given, and no diagram of how the parts relate appears on this domain: Charter Article 5 forbids Council material naming a commercial product, and a page on the Council's own site setting out its funder's product architecture would be the most quotable exhibit a hostile reader could ask for. A reader who wants the funder's account of its own business should read it in the funder's own voice, on the funder's own site, where it is marketing and is understood as marketing.

Claiming philanthropy would be false. PrepGraph funds the Council for three self-interested reasons. It expects that a market with sober norms about AI in classrooms is the market that survives, and prefers to be associated with those norms rather than with hype. It learns more from a room in which principals, correspondents and trustees say what actually worries them than it does from guessing. And the norms for AI in Indian schools are being settled this decade by whoever troubles to settle them.

None of that requires a single sale traceable to the Council, and this policy forbids attempting to trace one. What PrepGraph hears in a Council room is bounded as well as declared. Nothing said, shown, written or circulated in the course of a Council activity is used in the sale, marketing or promotion of any PrepGraph product or service, in any tender or procurement response, or in product development, roadmap prioritisation, pricing or competitive analysis. That is the most valuable thing the arrangement could yield the funder, so it is named here rather than left to the reader to find, and the annual transparency statement answers it as a yes or no question in those words. The return PrepGraph expects is slow, diffuse and reputational, and using the Council as a sales instrument would destroy it. A reader need not believe that argument. The controls below are written so that they do not depend on believing it.

A neutral, institutional-sounding name was considered and rejected. It would have hidden the funding without changing it, and a reader who discovered the arrangement later would have been right to treat the concealment as the more serious fact. The name puts the funder in the title, in the descriptor and in the footer of every output; disclosure a reader has to dig for is not disclosure. The name earns the Council nothing. It does not make the Council independent and is not evidence of good faith. It does two things only: it makes the interest impossible to miss, and it makes any favourable treatment of PrepGraph self-endorsement conducted in public.

The name and marks are held on the terms of the Charter's entrenched Article on the use of the Council's name and marks, and the treatment of the name if PrepGraph ceases to convene the Council is settled by that Article and by the entrenched Article that constitutes PrepGraph as bare trustee for the Council. This policy does not legislate on the name and cannot vary those Articles.

The Council's neutrality clause is as follows, and is quoted in full inside any Council output that discusses procurement, adoption or supplier choice: "The Council does not endorse individual procurement decisions or technology vendors. Its role is to advance responsible AI readiness, educator capability and evidence-based innovation in schools."

The Council's standing is as follows, and is quoted in full in every public output, including slides shown at Council activities: "The Council is a voluntary, non-statutory initiative. It is not a government, regulatory or accrediting body, and it does not certify, rate or approve schools, curricula or products."

The Council claims no affiliation with, endorsement by, recognition from or review by any ministry, board, statutory authority, university or international body, and no officer may describe it in those terms in writing or in speech. Where Council material refers to public instruments such as the National Education Policy 2020 or the Digital Personal Data Protection Act 2023, it does so because those are instruments a school already works within. Such references describe the context a school operates in and nothing else.

The Council may publish frameworks, questions, checklists and evidence that help a school reach its own decision. It does not reach the decision, and it does not name the answer.

The following are absolute. They bind the Chair, members, fellows, the secretariat and PrepGraph as convener. They are written as specific acts rather than principles so that a breach is a question of fact, and so that an outsider can check most of them without access to any internal paper.

Where a rule is broken, the breach and the remedy are recorded and published in the annual transparency statement, whether or not the person who raised it accepts the remedy, and whether or not the breach was discovered internally.

The prohibitions above are only as good as the separation behind them. The risk is not a dramatic decision to misuse the Council. It is routine leakage: a participant's details reaching a commercial system because nobody drew a line, and a salesperson mentioning a Council event months later because the information was simply there.

The Council keeps its own register of participants, members, fellows and correspondents, in a system of record separate from PrepGraph's commercial systems. There is no synchronisation, no scheduled export, no shared identifier and no enrichment of one from the other in either direction. Read access is limited to named secretariat members with Council duties, and those names are published annually. Council correspondence is sent from [email protected] and not through PrepGraph's marketing or customer-relationship platform, and it carries no open tracking, click tracking or tracking pixel; a recipient can confirm both from the message itself. Council web pages carry no analytics that identify an individual reader.

PrepGraph's sales, marketing, partnership and customer-success functions have no access to the Council register and receive no extract, summary, count or list from it. A secretariat member may not tell a commercial colleague that a named school, principal or teacher took part in Council work, and may not confirm it if asked. Where a person is independently a PrepGraph customer or a prospect through ordinary commercial contact, that relationship proceeds entirely on its own footing and no fact originating in the Council enters it, including the bare fact of participation.

Competitor-relationship data is barred from the secretariat entirely, and the bar now attaches to the office that would otherwise hold it. The Executive Director and Secretary-General, Rekha Sharma, does not collect, receive, hold or record which supplier of AI products to schools a participant's school uses, on what terms, when a contract renews, or whether a negotiation is under way, and does not accept a declaration of interests containing that information. A declaration that reaches her is returned to the sender with the Reviewer of Concerns' address, no copy is kept, and the fact that it was misdirected is reported in the annual transparency statement. Declarations are made to the Reviewer of Concerns and received, held and published by the Reviewer. A list of which named Indian schools run which supplier's product is a market map whoever writes it down and whatever it is called, and the only sound rule is that the funder's Chief Operating Officer never holds it.

The Executive Convener's limits are the ones a sceptical reader should test hardest, because the holder of that office is the funder's Founder and Chief Executive. Umesh Sharma may bring research and technology questions to the Council, say where guidance is missing, present implementation evidence from schools with its provenance and limitations stated, fund and organise studies on the terms the research instrument sets, and convene working groups; every proposal he makes is minuted with its source named, so that a reader of the minutes can see which items came from the funder and what became of them. He may not approve, amend, delay or withhold any Council publication. He holds no vote — on publication, on standards, on membership, on a vendor question or on anything else — and does not count towards quorum, so the Council is never quorate on the strength of its secretariat. He does not sit on the ethics review panel and takes no part in its decisions. He is not present when the Council decides any matter in which PrepGraph has an interest, and the minutes record that he withdrew. The rule is stated in the same words wherever the office is described: "The Executive Convener may contribute research, evidence and proposals. Council recommendations are determined collectively and are not subject to commercial approval by PrepGraph."

The Director, Education Partnerships and National Outreach, Anisha Sarkar, wears the two hats that are hardest to keep apart, because her PrepGraph work is commercially adjacent and her Council work puts her in front of the same school leaders. Inside a Council activity she may build participation, invite and convene school leaders, work with school groups and associations, and represent the secretariat. She may not raise, invite, accept or continue a commercial conversation about a PrepGraph product, price, pilot or contract. Where a school raises commercial interest during a Council activity, she says at that moment — not afterwards, and not by leaving it to be inferred — that the conversation moves to PrepGraph's ordinary business channel, and the referral is minuted; the school hears the rule being applied to it and the minute is the trace by which the rule can be tested. She may not present, demonstrate or describe a PrepGraph product at a Council convening, in any format, including in answer to a direct question: the answer to the question is the referral. She may not use a Council invitation list, attendee list or contact detail as a prospect list, or pass one to anyone who would, and participation in a Council activity never becomes a prospect record. That rule already bound the secretariat as an office; it now binds a named person, which is the difference between a policy and an accountability.

A Council convening that becomes a product demonstration is a breach of this policy, reportable to the Reviewer of Concerns like any other breach. It may be reported by anyone who was in the room or heard of it afterwards: a member, an Expert Fellow, an invited Observer, a school leader or teacher who attended, a parent, an academic, a journalist, a member of the public, or a PrepGraph employee, including a member of the secretariat itself and including any of the three named officers reporting on another. No standing is required, no permission from the Chair or the secretariat is needed, and the protection against retaliation set out in the section on raising a concern applies to a report of this kind exactly as it applies to any other.

Once appointed, the Reviewer of Concerns will inspect these arrangements once each Council year: the field structure of PrepGraph's commercial records, the access list to the Council register, a sample of Council correspondence, whether any competitor-relationship data has reached the secretariat, and how the limits on the three named offices were kept — whether the Executive Convener was recorded as withdrawing from each decision in which PrepGraph had an interest, whether every referral made under the two-hats rule above was minuted, and whether any declaration of interests reached the Secretary-General. The Reviewer's right of access to those systems and records is to be given by PrepGraph in writing as a condition of its role as convener, and that undertaking is to be published with this policy; as at the date of this policy it has not been published, and until it is a reader should treat the right of access as not given. The Reviewer's findings are published in the Reviewer's own words in the annual transparency statement, unedited, and are published whether or not they are favourable. If the inspection for a Council year has not taken place, the statement says so and the Council publishes nothing further until it has been completed.

The Council holds personal data because people take part in its work, and for no other reason. It collects name, role, institution and one contact address. It does not collect procurement intent, budget, technology in use, contract dates or renewal timing, and the secretariat is instructed to discard such information even when a participant volunteers it in a meeting.

The Council collects no personal data relating to children through participation. Where research involves children, data is handled only under the study protocol described in the next section, with the consent of the school and of a parent or guardian, on a minimal-collection basis, and never in a form that identifies an individual child.

Council data is not sold, rented, licensed or shared with any third party, except a processor engaged under written contract to provide a service to the Council, such as hosting or the distribution of a circular; processors used in the year are named in the annual transparency statement. Council data is not transferred into PrepGraph's commercial systems in any circumstances. What becomes of it on a change of control of PrepGraph, on an insolvency or on a sale of assets is settled by the entrenched Charter Article that constitutes PrepGraph as bare trustee for the Council, and this policy can neither vary nor soften that Article.

Retention runs by category rather than by one rule, because the categories are governed by different instruments. Contact and participation records are kept for the period of participation and twenty-four months afterwards, then deleted. Declarations of interest, minutes, papers and approved outputs are retained for not less than seven years, as the Charter's Article on meetings, records and minutes requires. Research data is retained for the periods set by the research instrument. A deletion request reaches contact and participation records; it does not reach the records the Charter requires be kept, and a person who asks is told which is which at the time of the request rather than afterwards.

The Council holds itself to the standard set by the Digital Personal Data Protection Act 2023, the framework its participating schools already work within. That is a statement of a standard, not a claim of registration, certification or approval by any authority. The Council has no legal personality and cannot itself be a Data Fiduciary. For participation data PrepGraph is the Data Fiduciary, holding that data as bare trustee for the Council on the terms of the Charter, and this policy binds it as processing instructions. Data requests and grievances are sent to the grievance officer, whose name and address are published on the Council's page and in the annual transparency statement, and are answered within thirty days; a person dissatisfied with the answer may complain to the Data Protection Board of India, and this policy asserts nothing against them for doing so. Any personal data breach is notified to affected participants and to the Data Protection Board of India within seventy-two hours of the Council identifying it, and recorded in the annual transparency statement.

Research is where a funder's influence is hardest to see and most damaging. The controls are therefore fixed in advance and procedural, rather than left to the judgement of the people in the room at the time.

Every Council study is registered publicly before data collection begins, in a public research registry maintained outside PrepGraph's control, so that an entry cannot be quietly edited or removed by the Council or its funder; a copy is also placed on the Council's page. The registration states the question, the method, the analysis plan, the expected sample, the funder, every participating organisation, and the date by which publication will occur, which is not more than twelve months after data collection ends. Once registered, a study is published on or before that date whatever the finding, including a null result, an inconclusive result, or a result adverse to PrepGraph or to AI adoption generally. Late or absent publication is a reportable breach and the register entry is annotated as overdue.

The Council does not publish an evaluation of a PrepGraph product funded by PrepGraph. Where the intervention studied is the convener's product, the study is an evaluation of that product whatever it is titled, and the protocol names which product delivered the intervention. PrepGraph may take part as a data or platform partner in a study funded independently of it. That participation is disclosed in the abstract and on the first page, never only in a footnote or an acknowledgement. Where PrepGraph supplies data or platform access, the analysis plan is fixed before any data is seen and the analysis is carried out by a person who is not a PrepGraph employee.

PrepGraph has no editorial review. It receives one written factual-accuracy pass, limited to statements about its own systems, of ten working days. Silence publishes. Every comment it makes and every change that follows is logged and published with the output. It cannot delay, amend or withhold anything. That is the whole of what the funder sees before publication, and the Charter, this policy and the research instrument state it in the same words so that a reader can check they agree.

The Council never presents PrepGraph's internal product evidence, benchmarks or case studies as a Council finding, and PrepGraph's commercial claims carry no Council standing. Where children are involved, the protocol is reviewed before it begins by a named reviewer who is not employed by, contracted to or invested in PrepGraph and has not been engaged by PrepGraph in the preceding three years; the reviewer's name and the fact of the review are published with the study.

No document, statement, guidance note, framework or study is published in the Council's name without the approval of the Chair and a majority of the voting members, and nothing is published while fewer than seven voting members are in office. That is the Charter's rule and this policy states it in the Charter's terms rather than its own. Where the output is a study, the ethics review panel holds a veto over its publication; a veto stops a publication and is not a share in approving one. PrepGraph has no editorial control, no approval step and no editorial review over the substance of any output; the one written factual-accuracy pass it receives is set out in the section on research independence and is the whole of it. The secretariat drafts and produces; it does not decide what the Council says.

The Chair may publish, in her own name and through the Council's channels, a dissent, a caution or a statement of disagreement with any Council output, with PrepGraph as convener, or with this policy itself. Members and fellows hold the same right in relation to any document to which they contributed, and a dissent submitted before publication is appended to the document rather than answered privately.

Any member, fellow or contributor may refuse the use of their name on any output, may withdraw it at any point before publication, and may require its removal from later editions and from the Council's pages. No reason need be given, and the withdrawal is not characterised in the document as agreement, abstention or anything else. No person's institution or employer is named in Council material without written consent.

Outputs are published free and in full at a public address under the Creative Commons Attribution 4.0 licence, so that a school may use them without any relationship with PrepGraph and without asking the Council's permission. Every output carries a version number and date. Corrections are made by publishing a new version with the change noted; earlier versions remain available, and a Council document is never altered silently. Each output is also deposited in a public archive that PrepGraph does not control, so that its availability does not depend on PrepGraph continuing to exist.

Every safeguard in this document rests on one person who is not PrepGraph. If the funder can remove that person at will, nothing above is structural; it is goodwill with formatting. The following are terms of the Founding Chair's letter of appointment. That letter is to be published in full alongside this policy; as at the date of this policy it has not been published, and until it is a reader should treat the protections in this section as not given.

The Founding Chair, Ms. Sri Lakshmi, holds office for the inaugural term of twelve months from 29 August 2026. The office carries no honorarium, fee or other payment, so PrepGraph holds no financial hold over the holder. PrepGraph cannot remove the Chair and cannot shorten her term. Removal is available only to the voting members, by two thirds of the voting members other than the Chair, on stated grounds that are recorded and published. PrepGraph may end its own role as convener, which is a public act governed by the withdrawal terms below. Renewal at the end of the term is decided by the voting members; PrepGraph proposes no candidate, holds no vote and holds no veto over it.

The office is vacated automatically on the Chair's death, on written certification of medical incapacity by a registered medical practitioner, or on a failure to act in the office for ninety consecutive days. Before seven voting members are in office, a vacancy on any of those grounds is certified by the Reviewer of Concerns, and the certificate is published on the day it is given.

A removal attempt, a request to resign, or a decision not to renew is published within fourteen days with PrepGraph's reasons, and the Chair may publish her own account through the Council's channels. PrepGraph waives in advance any confidentiality obligation, non-disparagement term, contractual restraint or other claim that would prevent her from doing so, whether during or after the term. That waiver is a term of the appointment letter and is set out here so that it is public rather than private.

If the office falls vacant for any reason, all Council activity is suspended until a successor takes office, and no output is published in the interval. The Chair's statement of reasons, or her refusal to give reasons, is published within fourteen days. Succession runs on two limbs and on no other rule. Before the founding membership is constituted, PrepGraph may nominate a successor, 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 nominee takes office. Once the founding membership is constituted, the voting members elect the successor; PrepGraph takes no part in that election and proposes no candidate.

These duties apply from appointment and continue for twelve months after an office-holder leaves, in respect of matters arising during their term. A person who is an employee, director, shareholder or paid adviser of PrepGraph, or of any other supplier of AI products to schools, or who otherwise derives material income from one, may not hold office as a Founding Member or Expert Fellow and may not vote. The bar is not narrowed to the convener, because a body that closes its offices to one vendor and opens them to the rest has written a rule about PrepGraph rather than a rule about independence. Vendor staff may be heard as invited Observers only. PrepGraph's own involvement in Council office is confined to the secretariat, which does not vote on or approve any output.

On appointment, every Chair, member, fellow and secretariat member with Council duties declares: employment and directorships; any shareholding, option or other financial interest in an education technology company, including PrepGraph; paid or unpaid advisory roles; paid speaking, writing or consulting relationships in the sector; any commercial relationship between their institution and any education technology supplier, including PrepGraph; and any interest of a close family member that a reasonable observer would consider material. Declarations are made to the Reviewer of Concerns, who receives, holds and publishes them; the secretariat neither receives nor holds a declaration, and may not be sent one. A declaration is filed before the person first sits. Every appointment is published on the day it takes effect, with the appointee's declared interests, and an appointment that is not so published is not effective. A change of circumstances is declared within thirty days of its occurring, and every declaration is confirmed annually.

An office-holder recuses themselves from any discussion, drafting or decision in which a declared interest is engaged, and the recusal is minuted and counted in the annual transparency statement. An office-holder whose declaration is incomplete takes no part in Council business until it is complete.

No Council office carries an honorarium, fee or payment of any kind. Reasonable travel and accommodation for Council duties may be reimbursed at cost and is reported in aggregate. Gifts and hospitality connected with Council work are declined above ₹2,500 for a single item or ₹5,000 in aggregate from one source in a Council year; anything accepted below those limits is declared and entered in the register. Ordinary meeting refreshment is excepted.

The Reviewer of Concerns receives, holds, maintains and publishes the register of declarations. The secretariat does not hold it, keeps no copy of it and has no access to it, and the Chair holds no power to edit it. The reason is not ceremony. A register recording, for each member's school, which supplier of AI products to schools it uses and on what footing is a market map whatever it is called, and it cannot be kept by the employees of a company that sells into the same market. The Reviewer may not decline to enter a declaration received.

The first entry is the Council's standing conflict: PrepGraph as convener, sole funder, employer of the secretariat and owner of the name, together with the fact that PrepGraph sells AI-enabled learning software to Indian schools. That entry is never removed, never abbreviated and never moved from the head of the register.

A summary of the register, showing each office-holder and their disclosed interests, is published with the annual transparency statement. The full register is open to inspection by any member, fellow, participant or journalist on written request to the Reviewer of Concerns, at the address published with the Reviewer's appointment, answered within ten working days. A request for inspection is not made to the secretariat and is not routed through it. Inspection is not conditional on the purpose of the request, and any refusal, together with its reason, is recorded and published by the Reviewer.

As at the date of this policy no Reviewer of Concerns has been appointed, so no register has been opened and nothing described in this section has yet been done. The register is opened when the Reviewer takes office. Its first entry is the standing conflict; the Founding Chair's declaration is entered on the same day; further entries are added as appointments are made.

Anyone may raise a concern that this policy has been breached: a member or fellow, a participant, a school or teacher who received Council material, a member of the public, a journalist, or a PrepGraph employee. No standing, membership or relationship is required. Concerns go to [email protected] marked for the Chair, and a concern about the Chair, the secretariat or PrepGraph may instead be sent directly to the Reviewer of Concerns at the address published with the Reviewer's appointment. Every concern is acknowledged within five working days. Determination follows the Charter rather than this policy: the Chair places the report on the agenda of the next meeting of the voting members, and where it concerns the Chair, the secretariat or PrepGraph the voting members consider it without the Chair or the secretariat present. Before seven voting members are in office there is no body to place it before, so the concern is determined by the Reviewer of Concerns within thirty days and not by the Chair. Determinations are recorded, and upheld breaches are published in the annual transparency statement with the remedy applied.

A concern may be raised against a named officer of the secretariat, by name: against the Executive Convener, Umesh Sharma; against the Executive Director and Secretary-General, Rekha Sharma; or against the Director, Education Partnerships and National Outreach, Anisha Sarkar. A concern of that kind is addressed to the Reviewer of Concerns at the address published with the Reviewer's appointment, and it is the Reviewer who receives it. The secretariat does not, and naming three of the funder's officers would be worth nothing if a complaint about one of them were delivered to another. Where such a concern nevertheless reaches [email protected], it is forwarded to the Reviewer unopened within two working days, no copy is kept, and the forwarding is recorded and reported in the annual transparency statement. The officer complained of takes no part in handling it, is not told who raised it unless the person who raised it agrees, and is not present when it is determined; a concern about the Secretary-General is not answered by the secretariat she runs. While fewer than seven voting members are in office the Reviewer determines it within thirty days, and thereafter the voting members determine it without the Chair or the secretariat present. If the determination requires it, the Chair may direct that the officer be withdrawn from Council duties, and PrepGraph is required to give effect to that direction.

If a concern is not acknowledged within five working days, or is not determined within thirty days where the Reviewer determines it, or by the close of the next meeting of the voting members where they determine it, the person who raised it is free to publish it in full, and the Council asserts no confidentiality against them for doing so. The lapse is itself recorded in the annual transparency statement.

The case that matters is a concern about PrepGraph or the secretariat. There the Chair may direct the secretariat to stop, correct or withdraw the act complained of, and the secretariat is required to comply. If it does not comply, or if PrepGraph declines the determination, the Chair may suspend the activity concerned, publish the disagreement in her own name through the Council's channels, or resign and publish her reasons in full, protected by the waiver recorded in the Chair's appointment letter.

A PrepGraph employee may raise a concern directly with the Chair, or with the Reviewer of Concerns, without informing their manager, and suffers no adverse consequence in employment for having done so. The same protection runs to anyone else who raises one: no Council office, invitation, fellowship or participation is withdrawn, and no Council material is altered to a person's disadvantage, because they reported a breach. Retaliation is itself a breach and is reportable in the same way. A concern about the Chair is not decided by the Chair: once the founding membership is constituted it is referred to the voting members, and until then to the Reviewer of Concerns. The office of the Reviewer, and what happens while it is vacant, are set out in the section that follows.

The Reviewer of Concerns is the one office in this structure that PrepGraph does not employ, does not appoint and cannot remove, and nearly every safeguard above falls back on it: a concern about the Chair, the annual firewall inspection, custody and publication of the register of declarations, certification of a vacancy in the Chair's office, the written concurrence without which a successor Chair does not take office, and the determination whether a proposed amendment weakens a restraint. An office carrying that much and left undescribed is not a safeguard; it is a name used to close an argument. It is therefore constituted here.

The Reviewer is a person of standing in Indian education who is not employed by, contracted to, invested in or a customer of PrepGraph or of any other supplier of AI products to schools, and who has held no such relationship in the preceding three years. The appointment is made by the Chair before the Council holds any public activity or publishes any output, and once the founding membership is constituted it is made on the assent of a majority of the voting members. The term is three years and runs beyond the end of the Chair's term, so that a Chair does not choose the person who would have to concur in her successor's appointment.

The fee, or the fact that the office is honorary, is fixed in writing before the appointment, published with it, met from the committed term funding, and cannot be varied during the term. The Reviewer is removable only for cause, by two thirds of the voting members, and never by the Chair, the secretariat or PrepGraph. The Reviewer may publish at the Council's public address, in the Reviewer's own words and without anyone's approval, and PrepGraph waives in advance any confidentiality, non-disparagement or contractual restraint that would prevent it. A deputy is named at the same time and on the same terms, and acts where the concern is about the Reviewer.

As at the date of this policy no Reviewer of Concerns has been appointed. Until one is in office the Council holds no public activity and publishes nothing beyond the founding instruments issued under the Charter's transitional Article, which are open for comment and say so on their face. If the office falls vacant afterwards, the same suspension applies from the sixtieth day of the vacancy until it is filled. A clause that merely recorded that publishing without a Reviewer would put this policy in breach would describe a failure without preventing one, which is why the consequence here is suspension of publication rather than an admission after the event.

The Council depends on a single commercial funder. That is a real fragility and is better described than glossed. These rules determine what happens when the funder changes.

Change of control of PrepGraph, its insolvency and any sale of its assets are not governed by this policy. They are governed by the entrenched Charter Article that constitutes PrepGraph as bare trustee for the Council, and by the deed between PrepGraph and the Chair recorded under it, which carries the pre-agreed reaffirmation on a change of control and the self-executing deletion and return trigger for research data and the participant register. This policy is the wrong instrument for them, and would be useless if it tried: an acquirer is not a party to a policy of a body with no legal personality, and a liquidator is not bound by one. A reader testing what happens on an acquisition should read that Article and that deed, and should treat anything this policy says about it as having no effect.

If PrepGraph's commercial strategy changes in a way that makes any part of this policy inconvenient, the policy prevails. This policy is subordinate to the Charter and may be amended only on the majority the Charter requires for the Article the amendment touches: three quarters of the voting members in office where an entrenched Article is engaged, and two thirds otherwise. PrepGraph may not propose, vote on or veto an amendment. Whether a proposed amendment weakens a restraint is determined by the Reviewer of Concerns and not by the person proposing it, and the determination is published with the proposal.

If PrepGraph withdraws funding it gives the Chair ninety days' written notice. In that period every registered study is either published or transferred, with its data and its publication commitment, to another body willing to complete it, and the registry entry is updated to say which. Participant records are deleted rather than transferred to any commercial system. A closing statement is published saying plainly that funding was withdrawn and by whom. Published outputs remain available under their open licence, in the public archive, and are not withdrawn. The Council may be closed; it may not be quietly repurposed, and it may not be allowed to lapse without a public statement.

The annual transparency statement is the annual public record the Charter requires. The two names describe one document; there is no separate closing account, and any other instrument naming one is wrong. It is published within ninety days of the end of each term. The inaugural term runs twelve months from 29 August 2026 and expires on 29 August 2027, as the Charter states, so the first statement is due by 27 November 2027, free and in full at a public address, without registration.

The statement is approved by the Chair and a majority of the voting members. If the Chair declines to approve it, that fact is published in place of the approval, with her reasons if she chooses to give them. If the statement is not published by its date, the Council holds no further public activity until it is, and the Reviewer of Concerns may publish a statement of default.

This statement is the principal instrument by which an outsider can test whether the policy was kept, so it reports failures alongside activity. A statement recording no concerns, no recusals, no declined requests and no disagreements after a year of real work should itself be treated as evidence that something is not being written down.

This is version 1.0 of the policy, dated 29 August 2026. It takes effect on the Founding Chair's acceptance of office on that date and runs for the inaugural term of twelve months. It binds the Chair, members, fellows, the secretariat and PrepGraph as convener, and adherence is a condition both of holding Council office and of PrepGraph's role as convener.

The Charter governs. This policy is subordinate to the Charter and is void to the extent of any inconsistency with it. The reverse rule is not available, and neither is amendment by the Chair alone: together they would route the Charter's three-quarters entrenchment through one person appointed by the funder, so that the constitution could be rewritten by rewriting a document that claimed priority over it. Where any other Council document conflicts with this policy on a matter the Charter does not settle, this policy governs. Where a situation arises that neither addresses, the Chair decides it, records the decision and its reasoning, and publishes both in the annual transparency statement, so that the gap and its treatment are visible rather than settled quietly.

The Chair will review this policy before the end of the inaugural term and put the reviewed text to the voting members. An amendment is adopted only on the majority the Charter requires for the Article it touches: three quarters of the voting members in office where an entrenched Article is engaged, two thirds otherwise. PrepGraph may not propose, vote on or veto an amendment. Whether a proposed amendment weakens a restraint is determined before the vote by the Reviewer of Concerns, and the determination is published with the proposal, because a one-way ratchet judged by the person turning it is not a ratchet. The reviewed text, the reasons for each change and a comparison against the version it replaces are published within fourteen days of the vote, and every version remains available.