Mina Foundation is committed to decentralizing the governance of the Mina Protocol following mainnet launch. At the time of this delegation policy (“Policy”), which the Board of Directors (“Board”) of Mina Foundation has adopted, the combined aggregate voting power that Mina Foundation controls is estimated to be about 10% of the total vote outstanding (collectively, “Foundation Voting Amount”). Mina Foundation hereby adopts the Policy, as revised:

Mina Foundation Delegation Policy

1. Mina Foundation shall not knowingly seek to direct, influence, interfere, undermine or otherwise control the decentralized governance of the Mina Protocol in any way. This includes not reversing any decisions made by the decentralized community of token holders, unilaterally imposing any changes without support from the community, or coordinating or colluding with other members of the community to materially affect governance.
2. Mina Foundation shall, until the occurrence of the Termination Event (defined below), relinquish its ability to participate in the on-chain governance mechanism of the Mina Protocol by delegating its voting power of Foundation Voting Amount to members of the community.
3. Mina Foundation’s Delegation Program (the “Delegation Program”) shall be carried out as follows:
4. ~Up to 80 external validators, which receive the highest Eligibility Score, shall be eligible to receive delegation from the Delegation Program at any given cycle. Each such validator shall undergo the requisite anti-money laundering and know-your-customer (“AML/KYC”) check in accordance with Mina Foundation’s AML/KYC policy and must receive clearance in order to participate in the Delegation Program. “Eligibility Score” will be based on a participating validator’s total uptime, community engagement, contributions to Mina protocol, and participation in any of the Mina programs. The final results of the selected validators will be published at the end of every Cycle.
5. ~Once the list of validators is finalized, Foundation Voting Amount and any other voting amount related to external accounts participating in the Delegation Program shall be delegated to the selected validators on a pro-rata basis. In the Delegation Program, delegators shall earn any staking rewards associated with such delegation; however, each delegated validator will be allowed to keep 8% of staking rewards. All voting rights associated with such delegation shall be exercisable by such validators, and Mina Foundation or any other delegator shall have no control over, and shall not seek to direct, influence, or interfere with validators’ voting process.
6. ~It's mandatory for each validator to use the full logic contained in the [script], which is accessible [here: https://github.com/jrwashburn/mina-pool-payout], in order to ensure that block rewards are remitted back appropriately to Mina Foundation wallet address(es) and/or other wallet address(es).
7. ~In case of an emergency bug/fix, validators are required to update their nodes within 24 hours upon communication to them.
8. ~Once every quarter, or more frequently as determined by Mina Foundation, Mina Foundation will review the list of delegated validators to determine whether un-/re-delegation is appropriate with respect to any particular validator, in particular taking into account the following factors:
9. ~~updated Eligibility Score;
10. ~~whether a particular validator exercises more than 5% of voting power;
11. ~~whether a particular validator has not participated in governance with respect to the delegated Foundation Voting Amount using on-chain voting;
12. ~~whether a particular validator has not (a) been fully abiding by the logic of the script in accordance with Section C, or (b) implemented hotfixes as may be required to ensure continued security of the network;
13. ~~whether a particular validator resides in the “old” chain (i.e., chain with less blocks produced);
14. ~~whether a particular validator poses an AML/KYC concern under any applicable laws and sanction guidelines;
15. ~~whether a validator did not properly remit back the staking rewards in accordance with this Policy;
16. ~~ whether a validator has diligently participated in block producing in each epoch with the stakes delegated to them; and
17. ~~ whether any regulatory investigation or adverse event affecting such a validator’s reputation has occurred.
18. Mina Foundation shall not delegate to any validators that are operated by investors, employees or affiliated parties of Mina Foundation.
19. Each participating validator is limited to one wallet address per participant. If multiple validators collude in a way that goes against the spirit of this Policy or against the legitimate interests of the broader Mina ecosystem, these validators will be banned and excluded from the Delegation Program.
20. This Policy shall automatically terminate to the extent that Mina Foundation determines that it and its affiliates (if applicable) control less than 10% of the total vote outstanding (“Termination  Event”). Nothing in this Policy shall prohibit Mina Foundation from transferring, selling or otherwise disposing its unlocked tokens to a third party.

The Board of Mina Foundation has established a delegation committee (the “Delegation Program Committee”) and granted such a committee the authority to oversee and revise this Policy in accordance with the terms of the Policy. The Delegation Program Committee may consider in good faith and grant waivers or variances to any of the requirements set forth herein from time to time.