Advisory Board Charter & Terms of Reference

Note. This Charter governs how the Advisory Board operates. It is not a contract; individual appointments are made under the Advisory Board Appointment Agreement. It is not legal advice – have it reviewed alongside the appointment template by [COO or delegate].

1 · Purpose

The Advisory Board exists to give the directors and leadership of Next Seven Again Pty Ltd (Nxt7a) access to independent, expert, non-binding guidance – on strategy, markets, technology, data governance and Indigenous engagement – to help the Company pursue its mission of making the living world measurable and ensuring communities share equitably in the outcomes.

B Corp purpose and stakeholder governance. The Company is registering as a Pending B Corp. Its constitution includes the B Corp template clauses: the purpose of the Company is to deliver returns to shareholders whilst having an overall positive impact on society and the environment, and in discharging their duties the directors must include in their consideration the likely long-term consequences of decisions, the interests of employees, the need to foster relationships with suppliers, customers and others, the impact of operations on the community and the environment, the desirability of maintaining a reputation for high standards of business conduct, and the interests of members. The Advisory Board's guidance supports the directors in discharging those obligations, and members of the Advisory Board are expected to frame their advice with regard to the same factors.

2 · Status & Authority

2.1 The Advisory Board is advisory only. It is not the board of directors and has no decision-making power, management authority, or power to bind the Company.

2.2 Advisory Board members are not directors or officers, do not owe directors' duties, and are not appointed with ASIC. Accountability for all decisions remains with the Company's directors.

2.3 Recommendations of the Advisory Board are inputs to, not substitutes for, the directors' judgement.

3 · Scope

The Advisory Board may consider and advise on matters the Company refers to it, which may include:

• strategy, growth and market positioning;
• the biodiversity and nature-markets landscape (e.g. TNFD, biodiversity credits);
• product, technology and data architecture;
• responsible AI and data governance;
• Indigenous data sovereignty and community engagement;
• partnerships, fundraising and commercial development;
• introductions and networks.

It does not deal with day-to-day management, nor with matters reserved to the directors or shareholders.

4 · Composition

4.1 The Advisory Board comprises up to [e.g. 5] members, appointed by the directors for their expertise and networks, with diversity of perspective in mind.

4.2 The Company will seek, over time, to include Indigenous expertise consistent with its mission and its Data Sharing & Indigenous Data Sovereignty Policy.

4.3 The CEO (or delegate) chairs Advisory Board meetings unless the directors appoint another chair.

4.4 Each member is appointed under an Advisory Board Appointment Agreement, which governs term, remuneration, confidentiality, IP and conflicts.

5 · Meetings

5.1 The Advisory Board meets [e.g. quarterly], with additional or ad hoc sessions as useful. Meetings may be held in person or by video.

5.2 An agenda and any papers are circulated in advance.

5.3 Members are expected to prepare and to make themselves reasonably available between meetings for consultation, per their appointment agreement.

5.4 Brief notes of advice and actions are kept for the Company's records. As the Advisory Board has no decision-making authority, formal resolutions and quorum requirements do not apply; notes capture guidance, not binding decisions.

6 · Conduct, Confidentiality & Conflicts

6.1 Members observe the confidentiality, IP, data-handling and conflicts obligations in their appointment agreement and act consistently with the Company's Code of Conduct.

6.2 Members disclose actual or potential conflicts of interest and absent themselves from discussions where appropriate.

6.3 Confidential and Indigenous community information is handled per the Company's Information Security, Privacy, and Data Sharing & Indigenous Data Sovereignty policies, and is not entered into AI tools except as permitted.

7 · Remuneration

Members are remunerated as set out in their individual appointment agreements (equity, cash or expenses-only). The Charter sets no entitlement of itself.

8 · Relationship To The Board Of Directors

8.1 The Advisory Board supports but does not replace or overlap the directors' role. Where a person is both a director and gives advice, they act in their director capacity.

8.2 The CEO reports relevant Advisory Board input to the directors. The directors may refer questions to the Advisory Board and decide how to act on its advice.

9 · Term, Review & Changes

9.1 Member terms are set in their appointment agreements. Membership may be renewed, varied or ended under those agreements.

9.2 The directors may amend or dissolve the Advisory Board at any time.

9.3 This Charter is reviewed at least every 12 months.

10 · Related Documents

Advisory Board Appointment Agreement · Code of Conduct · Information Security Policy · Privacy Policy · Responsible AI Policy · Data Sharing & Indigenous Data Sovereignty Policy.

v1.0 Draft – approved by the Board of Directors on [date].