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Chapter 7 — Governance

Vinova Lab is founded on two complementary leadership profiles.

Product, Technology and Innovation Leadership​

This area is responsible for:

  • company and product vision;
  • product strategy;
  • technology strategy;
  • engine architecture and development;
  • platform strategy;
  • architecture;
  • product roadmap;
  • research and development;
  • innovation priorities;
  • platform evolution;
  • product quality;
  • strategic intellectual-property development.

Corporate and Operational Leadership​

This area is responsible for:

  • corporate administration;
  • legal representation;
  • operational management;
  • financial management;
  • contracts;
  • commercial development;
  • partnerships;
  • relationships with banks and professional advisors;
  • company compliance;
  • business operations.

Neither area can independently create a successful company.

Vinova Lab depends on continuous alignment between product leadership and operational leadership.

Strategic and Operational Decisions​

The future shareholders' agreement should distinguish among:

  • ordinary operational decisions;
  • strategic decisions;
  • reserved matters;
  • decisions requiring founder consultation;
  • decisions requiring supermajority or unanimous approval.

Reserved matters may include:

  • issuing new shares;
  • admitting new shareholders;
  • changing the company's principal business;
  • selling the company;
  • selling or exclusively licensing core intellectual property;
  • taking debt above an agreed threshold;
  • approving major investments outside the agreed plan;
  • entering related-party transactions;
  • closing a product line;
  • changing founder control rights;
  • approving a merger, acquisition, or liquidation.

The precise voting thresholds must be defined in formal legal documents.

The Vinova Lab Blueprint — Version 0.1 — Confidential Working Draft