WLES Foundation Constitution

Workforce Ledger Evidentiary Standard (WLES) · Governance Framework · FLOSMOSIS PTY LTD (ACN 697 323 925) · Version 1.0 · Effective 27 April 2026

Preamble

This Constitution establishes the governance framework for the Workforce Ledger Evidentiary Standard (WLES), an open evidentiary framework designed to create verifiable, portable and immutable records of workforce competency, compliance and labour-event data. The WLES is maintained and governed by FLOSMOSIS PTY LTD (ACN 697 323 925) (the Foundation Entity) for the benefit of workers, employers, regulators and other stakeholders in the Australian workforce ecosystem.

The Foundation Entity is committed to the principles of transparency, accountability, worker empowerment and data sovereignty that underpin the WLES.

Registered Office: 55 Reginald Road, Googong NSW 2620
Administrative Contact: 55 Reginald Road, Googong NSW 2620

1. Definitions

1.1 In this Constitution, unless the context otherwise requires:

Board: means the board of directors of the Foundation Entity.
Constitution: means this WLES Foundation Constitution as amended from time to time.
Founding Customer: means an organisation that enters into a Founding Customer Agreement with the Foundation Entity during the Foundation Period.
Foundation Entity: means FLOSMOSIS PTY LTD (ACN 697 323 925).
Foundation Period: means the period from the Effective Date until the earlier of: (a) 20 founding customers being onboarded; or (b) 31 December 2027.
Governance Council: means the advisory body established under clause 5.
WLES or Standard: means the Workforce Ledger Evidentiary Standard, being the evidentiary framework and standard for verifiable workforce data maintained under this Constitution.
WLES Compliance Certificate: means a certificate issued by the Foundation Entity or an accredited auditor confirming compliance with the WLES.
Worker: means any individual whose workforce data is recorded or verified through the WLES.

2. Objects and Purposes

2.1 The objects of the WLES Foundation are to:

develop, maintain and evolve the Workforce Ledger Evidentiary Standard as an open, transparent and interoperable evidentiary framework;
ensure that workforce data recorded under the WLES is verifiable, portable, tamper-evident and sovereign to the Worker;
promote the adoption of the WLES across Australian industries, initially focusing on construction, mining, healthcare, aged care and education;
establish accreditation and certification processes for WLES compliance;
protect the rights and interests of Workers whose data is governed by the WLES;
engage with regulators, industry bodies and standards organisations to promote recognition of the WLES;
foster innovation and continuous improvement in workforce data management.

3. Governance Structure

3.1 Board of Directors: The Foundation Entity is governed by its Board, which has ultimate authority over the WLES.

3.2 Initial Directors: The initial directors of the Foundation Entity are:

Lauren Kate de Mestre — Chairperson, Corporate Counsel, Company Secretary and Public Officer; and
Joao Vicente Muniz Campos — Director, Chief Technology Officer.

3.3 Board Responsibilities: The Board is responsible for:

strategic direction of the WLES;
approval of amendments to this Constitution;
approval of the WLES technical specifications and updates;
appointment of Governance Council members;
oversight of financial and operational matters;
ensuring compliance with applicable laws and regulations.

4. Decision-Making

4.1 Board decisions require a simple majority of directors present at a properly convened meeting, except that:

amendments to this Constitution require unanimous Board approval;
amendments to core WLES principles (clause 6) require unanimous Board approval and consultation with the Governance Council.

4.2 The Chairperson has a casting vote in the event of a tied vote.

4.3 The Board may pass circular resolutions in writing signed by all directors.

5. Governance Council

5.1 The Board will establish a Governance Council within 12 months of the Effective Date, or upon onboarding the fifth Founding Customer, whichever occurs first.

5.2 The Governance Council will comprise representatives from:

Founding Customers;
worker advocacy groups or unions;
industry bodies;
independent technical experts;
regulatory representatives (as observers).

5.3 The Governance Council is advisory only and does not have decision-making authority over the Foundation Entity.

5.4 The Governance Council will:

provide input on WLES technical specifications and updates;
review and recommend amendments to this Constitution;
advise on industry engagement and adoption strategies;
raise concerns regarding worker rights and data sovereignty.

6. Core Principles

6.1 The WLES is founded on the following core principles, which may only be amended in accordance with clause 4.1(b):

Worker Data Sovereignty: Workers own and control their workforce data at all times.
Verifiability: All records must be independently verifiable through cryptographic or other reliable means.
Portability: Workforce records must be portable across employers, platforms and jurisdictions.
Immutability: Once verified, records must be tamper-evident and resistant to unauthorised alteration.
Transparency: The WLES framework, specifications and governance processes must be open and transparent.
Interoperability: The WLES must support interoperability with existing workforce management systems and standards.
Privacy by Design: Worker privacy must be embedded into the technical architecture of the WLES.
Accessibility: The WLES must be accessible to workers, employers and regulators regardless of technical capability.

7. Intellectual Property

7.1 All intellectual property in the WLES (including specifications, documentation, trade marks and software) is owned by the Foundation Entity.

7.2 The Foundation Entity may license WLES intellectual property on terms consistent with the objects in clause 2.

7.3 The Foundation Entity is committed to maintaining the WLES as an open standard and will not use intellectual property rights to unreasonably restrict access to or implementation of the WLES.

8. Founding Customer Program

8.1 During the Foundation Period, the Foundation Entity will operate a Founding Customer Program to onboard early adopter organisations.

8.2 Founding Customers will receive:

preferential pricing as set out in the applicable Founding Customer Agreement;
early access to WLES features and capabilities;
the opportunity to participate in the Governance Council;
input into the development roadmap.

8.3 The terms of the Founding Customer Program are set out in the standard Founding Customer Agreement.

9. Amendments

9.1 This Constitution may be amended by unanimous resolution of the Board.

9.2 Amendments to core principles (clause 6) additionally require consultation with the Governance Council where established.

9.3 All amendments must be recorded in writing and communicated to Founding Customers within 30 days.

10. Review

10.1 This Constitution will be reviewed by the Board at least annually.

10.2 The first review will take place no later than 12 months after the Effective Date.

11. Governing Law and Dispute Resolution

11.1 This Constitution is governed by and construed in accordance with the laws of the Australian Capital Territory.

11.2 The courts of the Australian Capital Territory have exclusive jurisdiction in relation to any dispute arising out of or in connection with this Constitution.

11.3 Before commencing any proceedings, the parties must first attempt to resolve the dispute in good faith by negotiation for a period of not less than 30 days from written notice of the dispute.

Effective Date and Signatories

This Constitution was adopted and entered into effect on 27 April 2026.

Signed for and on behalf of FLOSMOSIS PTY LTD (ACN 697 323 925):
Lauren Kate de Mestre — Chairperson