Governance before growth.

Governance Before Growth

AIC's platform is designed around controlled execution. Every cargo requires alignment among supplier contract, buyer offtake, financing, vessel nomination, insurance, regulatory compliance, and settlement waterfall. No single element proceeds in isolation.

Governance is not a compliance overlay applied after commercial decisions are made. It is the architecture within which commercial decisions are permitted to occur. The board of AIC Energy Corp (ADGM) retains ultimate authority over trading mandates, counterparty approvals, financing commitments, and entity-level expenditure.

This structure is intentional. AIC is building a platform that banks, regulators, and institutional counterparties can evaluate with confidence. Governance before growth is not a constraint on ambition — it is the condition for it.

Board Oversight and Trading Authority

The board of AIC Energy Corp Ltd. (ADGM) exercises oversight over all material commercial, financial, and compliance decisions across the platform. Trading authority is delegated to AIC LNG Trading Ltd. (Hong Kong) within defined parameters established by the board.

Trading authority parameters include cargo size limits, counterparty credit thresholds, financing facility limits, and geographic scope. Any transaction outside delegated parameters requires board or designated committee approval prior to execution.

Board composition, meeting cadence, and decision-making procedures are governed by the ADGM articles of association and the platform's internal governance framework. Independent oversight and qualified legal counsel are engaged for material transactions.

LNG Trading Committee

AIC intends to establish a formal LNG Trading Committee responsible for reviewing and approving individual cargo transactions, counterparty onboarding, financing arrangements, and shipping nominations prior to execution.

The Trading Committee operates within the authority delegated by the board and reports to the board on a defined cadence. Committee membership includes senior commercial, legal, compliance, and finance representation. No cargo transaction proceeds without Trading Committee sign-off.

The Trading Committee framework is designed to satisfy the governance expectations of trade finance banks, which typically require evidence of internal approval processes, counterparty due diligence, and compliance sign-off as conditions of facility drawdown.

Compliance Framework

Controls, diligence, and assurance.

Sections 04 through 11 cover the operational compliance controls applied to every AIC cargo transaction — from counterparty screening through vessel diligence, trade finance controls, cash waterfall management, and tender integrity. Each section reflects a discrete control layer in the platform's compliance architecture.

KYC / KYB and Counterparty Screening

All counterparties — suppliers, buyers, lenders, shipping providers, and service providers — are subject to AIC's Know Your Customer and Know Your Business screening process prior to onboarding. Screening covers entity identity, beneficial ownership, regulatory status, and reputational risk.

KYC/KYB documentation requirements are aligned with ADGM Financial Services Regulatory Authority standards and Hong Kong SFC guidelines. AIC engages qualified legal and compliance counsel to conduct and review counterparty screening for material relationships.

Counterparty screening is a condition precedent to contract execution, financing drawdown, and vessel nomination. No transaction proceeds with an unscreened counterparty.

Sanctions and Vessel Diligence

AIC applies a comprehensive sanctions screening framework covering all counterparties, vessels, jurisdictions, and transaction flows. Screening is conducted against OFAC, EU, UN, and UK sanctions lists at onboarding and on a continuous basis throughout the transaction lifecycle.

Vessel diligence includes AIS history review, flag state verification, ownership and beneficial control screening, and P&I club confirmation. AIC does not engage vessels with sanctioned ownership, flag state issues, or AIS anomalies inconsistent with declared voyage history.

Sanctions compliance is a non-negotiable condition of every transaction. AIC engages qualified sanctions counsel for complex jurisdictional questions and maintains a documented sanctions compliance policy reviewed by legal counsel.

U.S. LNG Export Authorization Review

U.S. LNG exports are subject to authorization requirements under the Natural Gas Act, administered by the U.S. Department of Energy. AIC reviews export authorization status for each U.S. LNG supplier and terminal prior to cargo procurement.

AIC LNG Americas LLC, the U.S.-based origination entity, is responsible for monitoring DOE export authorization compliance, including free trade agreement and non-free trade agreement country designations applicable to intended delivery destinations.

AIC engages U.S. energy regulatory counsel to review export authorization requirements for each supply arrangement. No cargo procurement proceeds without confirmation that the applicable export authorization is in place for the intended delivery jurisdiction.

Trade Finance Controls

Trade finance facilities are subject to AIC's internal controls framework, which governs facility drawdown authorization, document presentation, collateral management, and repayment waterfall. Drawdown requires Trading Committee approval and compliance sign-off.

Letter of credit documentation — including bills of lading, certificates of origin, inspection certificates, and insurance documents — is reviewed by AIC's legal and compliance team prior to presentation. Document discrepancies are escalated to the Trading Committee.

Trade finance banks are provided with AIC's governance documentation, counterparty screening records, and compliance sign-off as part of the facility drawdown package. AIC maintains a complete audit trail for each cargo financing transaction.

Cash Waterfall and Account Controls

Customer receipts flow into designated collection accounts held by AIC LNG Trading Ltd. (Hong Kong). Disbursements from collection accounts follow a defined waterfall: senior trade finance repayment, operating costs, intercompany obligations, and residual distribution.

Account controls include dual-signatory requirements for material disbursements, segregation of operating and collection accounts, and regular reconciliation against trade finance facility statements. Account structures are reviewed by AIC's banking counsel and trade finance lenders.

The cash waterfall is designed to satisfy the control requirements of trade finance banks, which typically require evidence of account segregation, disbursement controls, and waterfall priority as conditions of facility approval.

Shipping and Marine Assurance

AIC LNG Shipping SPV manages vessel nomination, charter documentation, and marine assurance for each cargo. Vessel nominations are subject to Trading Committee approval and compliance sign-off prior to confirmation.

Marine assurance requirements include P&I club membership, hull and machinery coverage, cargo insurance, and war risk coverage for applicable routes. Insurance documentation is reviewed by AIC's marine insurance broker and legal counsel prior to vessel departure.

Voyage management includes real-time AIS monitoring, port state control record review, and continuous sanctions screening throughout the transit period. Any voyage anomaly is escalated to the Trading Committee and compliance team.

Anti-Bribery, AML, and Tender Integrity

AIC maintains a formal anti-bribery and corruption policy aligned with the UK Bribery Act, U.S. Foreign Corrupt Practices Act, and applicable ADGM and Hong Kong standards. All personnel, agents, and intermediaries are subject to the policy as a condition of engagement.

Anti-money laundering controls include transaction monitoring, source of funds verification, and suspicious activity reporting procedures. AIC engages qualified AML counsel to review complex counterparty structures and high-risk jurisdictions.

Tender integrity is maintained through documented evaluation procedures, conflict of interest declarations, and separation of commercial and compliance functions in the evaluation process. No tender award proceeds without compliance sign-off.

Domestic O&G Ring-Fence and Risk Separation

AIC's domestic oil and gas exploration vertical is operated through a legally separate entity, ring-fenced from the LNG trading book. Exploration transactions, financing arrangements, and counterparty relationships are maintained on a separate ledger.

The ring-fence is designed to isolate domestic exploration risk from LNG trading risk, prevent cross-contamination of financing facilities, and maintain clear regulatory and accounting separation between the two business lines.

Domestic exploration governance follows the same board oversight, Trading Committee, KYC/KYB, sanctions, and compliance framework as the LNG trading vertical, applied to the specific regulatory and commercial characteristics of upstream oil and gas exploration in the western United States.

Risk Framework

Eight risk categories. Each with a defined mitigation.

AIC's risk framework identifies eight principal risk categories across the LNG cargo transaction lifecycle. Each category has a defined primary mitigation embedded in the platform's governance, contract, and operational architecture.

Subject to legal, regulatory, and board approval.

Commercial execution remains subject to legal, tax, regulatory, sanctions, export-control, financing, and board approval. The governance and compliance framework described on this page reflects AIC's intended platform design and is subject to ongoing development, legal review, and regulatory guidance. Nothing on this page constitutes legal, tax, regulatory, or financial advice. AIC engages qualified legal, tax, compliance, and regulatory counsel for all material transactions and platform decisions. This page is for informational purposes only and does not constitute an offer to sell securities, commodities, or any financial instrument.