Teravent Carbon Removal Registry

Appointments Policy

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While using Teravent and its associated services (“the Services”), you must read and understand Teravent’s applicable policies (the “Policies”), including this Appointments Policy and the Teravent Privacy Policy.

Effective on April 17, 2025

Teravent is committed to maintaining the highest standards of integrity, transparency, and independence in all aspects of its carbon removal registry operations. This Policy is designed to ensure that all Users, Suppliers, Buyers, and stakeholders engage with Teravent in a manner that avoids improper influence, prevents conflicts of interest, and upholds the credibility and trustworthiness of the registry ecosystem.

1. Scope

This policy outlines the principles and procedures followed by Teravent Limited for appointments to the Board of Directors, Leadership Team, Internal Committees, and the Teravent Expert Network. It ensures transparency, accountability, and alignment with Teravent’s mission and governance standards.

2. Board Appointments

Appointments to the Teravent Board are governed by the Company’s Articles of Association, which define the rights and responsibilities of shareholders in shaping Board composition. Under these provisions, a majority of Directors must be appointed in accordance with the decisions of the majority shareholders. The Ordinary Shareholders, acting by holders of a majority of Ordinary Shares, retain the authority to appoint, maintain, and remove the number of Directors required to form a majority of the Board.

In addition, any institutional or strategic investor holding at least a defined minimum equity stake (e.g., 10%) is granted the right to appoint one Director (the “Investor Director”), remove that Director, and nominate a successor. Other shareholders may not exercise their votes to remove this Investor Director

Together, these governance rules ensure that the Board’s composition appropriately represents both the controlling shareholders and significant long-term investors, supporting continuity, accountability, and overall governance stability.

3. Leadership Appointments

Leadership appointments at Teravent—including positions such as the Chief Scientist, senior functional heads, and other key executives—are made through a structured and transparent process overseen by the Chief Executive Officer (CEO) in close consultation with the Board. This process ensures that each appointment aligns with Teravent’s strategic direction, operational needs, and governance expectations.

Identification of Need

When a requirement for a new leadership position arises, the CEO initiates the process by developing a detailed job description that outlines the role’s responsibilities, qualifications, and strategic importance. This draft is reviewed and refined by the CEO before being submitted for Board consideration.

Board Review

The proposed role and job description are then presented to the Board. During this stage, the Board evaluates whether the role is necessary, whether its scope aligns with organisational priorities, and whether any changes are warranted. The Board may recommend revisions, redefine the scope, or in some cases determine that the role should not be pursued at that time.

Recruitment Process

Once the Board endorses the need for the position, the recruitment process formally begins. The role is published across appropriate recruitment platforms, and the CEO works closely with the HR Director to establish a comprehensive hiring plan. This includes identifying candidate sourcing strategies, defining selection criteria, and designing a structured interview and evaluation process.

Selection and Approval

After the recruitment process produces one or more strong candidates, the CEO identifies a preferred finalist and presents this recommendation to the Board. The Board reviews the proposed appointment, providing advice on suitability, responsibilities, and employment terms—including compensation and any equity considerations. No leadership appointment can proceed without formal Board approval.

Once the Board has approved the candidate, the CEO makes the final appointment decision and updates the Board on the selected individual and their expected start date. This structured and collaborative process ensures that leadership appointments are well-governed, strategically aligned, and based on a rigorous assessment of the organisation’s current and future needs.

4. Committee Appointments

Teravent may create committees to strengthen governance, support decision-making, and ensure effective oversight of critical areas within the organisation. Committee appointments follow a structured and transparent approach to ensure that each committee is equipped with the expertise necessary to fulfil its mandate.

4.1. Board Committees

The Board has the authority to establish formal Board Committees in accordance with the Company’s Articles of Association and governance framework. These committees operate under Board-approved terms of reference, which define their purpose, scope, responsibilities, and reporting requirements. The composition of each committee is determined by the Board, ensuring that members possess the relevant experience and seniority needed to execute committee duties effectively.

4.2 Internal Committees

Teravent’s Leadership Team may form internal committees to address specific functional priorities or cross-departmental initiatives. These committees support operational excellence, strategic planning, and oversight of specialised areas. Internal committee appointments follow the principles below:

  • Skills- and Expertise-Based Membership: Members are selected based on the technical knowledge, experience, and capabilities required for the committee’s work. The objective is to ensure that the committee has the collective expertise necessary to make informed decisions.
  • Leadership Oversight and Voting: Where needed, the Leadership Team may conduct a vote to confirm committee membership or resolve selection decisions, ensuring a fair and transparent process.
  • Appropriate Seniority: Committees must include individuals at a sufficiently senior level to ensure effective decision-making, authority to act, and accountability for outcomes.
  • Diversity and Balanced Representation: Teravent encourages diversity of background, discipline, and perspective in committee composition. A broad range of viewpoints supports constructive challenge, creativity, and more robust problem-solving.

5. Teravent Expert Network

The Teravent Expert Network is a global ecosystem of independent specialists, research institutions, universities, and sector-focused organisations that provide authoritative insight, peer review, and scientific guidance across Teravent’s climate, carbon removal, and sustainability initiatives. This network ensures that Teravent’s standards, methodologies, and research outputs are grounded in rigorous, multidisciplinary expertise.

Appointments to the Expert Network follow a structured and transparent process:

Review and Screening

Applications to the Teravent Expert Network undergo a thorough evaluation conducted by the Science Operations team. This review considers each applicant’s professional and academic background, as well as their technical, scientific, or sector-specific expertise. The team also assesses the individual’s research contributions, practical field experience, and the relevance of their work to Teravent’s mission. Potential conflicts of interest are examined carefully to ensure independence, and the added value brought by any associated institution or organisation is also taken into account. Through this rigorous screening process, Teravent ensures that the Expert Network is composed of individuals and entities with recognised credibility and deep specialised knowledge.

Invitation and Onboarding

Applicants who meet the required standards are formally invited to join the Teravent Expert Network. As part of the onboarding process, all new members sign the Expert Network Code of Conduct, which outlines the principles and expectations governing participation. Members are required to openly disclose their affiliations, funding sources, and any external interests to preserve transparency. They are expected to contribute insights grounded in sound scientific evidence, engage respectfully and constructively with peers, and uphold the highest standards of integrity, independence, and ethical conduct. This commitment ensures that the Expert Network remains a trusted and authoritative body supporting Teravent’s scientific and sustainability initiatives.