First Nations Advisory Council
The First Nations Advisory Council (FNAC) has entrenched constitutional standing in COGS of Australia Foundation. It cannot be removed or sidelined by any ordinary resolution. It holds real decision-making power, not an advisory role only.
Standing and Structure
The First Nations Advisory Council is a governance body within COGS of Australia Foundation. Its standing is entrenched in the Joint Venture Participation Agreement (JVPA) and the CJVM Hybrid Trust Declaration. The FNAC cannot be removed, dissolved, or sidelined by any ordinary Members Poll. To change the FNAC's standing in the Foundation, 75 per cent of members holding their Personal S-NFT individual membership unit would have to vote yes.
The FNAC retains one certified copy of the Declaration at all times. This is a formal recognition that First Nations governance partners are custodians of the structure itself, not just participants in it.
Why this structure exists
COGS of Australia Foundation was founded on Wahlubal Country. The Jubullum Local Aboriginal Land Council (JLALC) and the Wahlubal community are founding governance members of the Foundation. Their governance entitlements are locked into the governing documents. The FNAC is the institutional form of that entrenched governance role.
FPIC and ICIP
The FNAC is the primary body through which Free, Prior and Informed Consent obligations are given practical effect. Indigenous Cultural and Intellectual Property (ICIP) protections are built into the Foundation's governance system. They were designed together with the FNAC. A Members Poll does not override FPIC obligations. No acquisition, extraction, or action on Country requiring FPIC can proceed without that consent.
Entrenched under Joint Venture Participation Agreement clause 1.5(k)
The FNAC's existence, its FPIC obligations, and its ICIP protections are listed as entrenched founding principles under Joint Venture Participation Agreement clause 1.5(k). They are constitutional, not procedural. They exist at the same level of the structure as the one-member-one-vote rule, the no-fiat rule, and the $4 membership contribution.
FNAC Powers
The FNAC exercises real decision-making power at three points in the Foundation's governance cycle. These are not recommendations. They are requirements.
Endorsement of Expansion Day
Expansion Day (the activation of the Members' own operating infrastructure) cannot be certified without FNAC endorsement. The Board certifies. The FNAC endorses. Both are required. Neither can proceed without the other. The FNAC must also certify the Sovereign Node before Expansion Day can be declared.
Review of Poor ESG Target acquisitions
Before the Foundation acquires any further shares in any company designated as a Poor ESG Target, the FNAC review must be completed. The Foundation Day dual designation of Santos (ASX: STO) and Origin Energy (ASX: ORG) is pending that review for any new acquisition. This is not a consultation step. It is a governance gate.
Co-design of Affected Zone weighting rules
When a Foundation action materially affects a local community or Country, an Affected Zone may be declared. The weighting rules for Affected Zone votes (which give members inside the zone additional vote units on local decisions) are co-designed with the FNAC and Traditional Owner groups. The FNAC has formal input into how local governance weight is calculated and applied.
Sub-Trust C grant guidelines
Sub-Trust C is the Foundation's community projects fund. Not less than 30% of annual Sub-Trust C distributions must go to First Nations programs. This is an entrenched minimum. Grants from Sub-Trust C are subject to FNAC consultation and compliant Grant Guidelines. The FNAC has formal standing in how community benefit is distributed.
FNAC Members
The FNAC is made up of First Nations representatives appointed in accordance with the process set out in the Declaration. Members of the FNAC are appointed, not elected. Their standing comes from their connection to Country and their recognised role within the governance structures of their communities.
FNAC member details will be published here with the consent of the relevant individuals. Contact home@cogsaustralia.org for current FNAC information.
Current Status
FNAC review: Santos and Origin Energy
The Foundation Day dual designation of Santos (ASX: STO) and Origin Energy (ASX: ORG) as Poor ESG Target candidates was announced on 14 May 2026. The Foundation currently holds CHESS-registered shares in Santos (ASX: STO) as an existing operational holding. First Nations Advisory Council review is required before the Foundation acquires any further shares in Santos. Origin Energy (ASX: ORG) is a future holding; First Nations Advisory Council review is required before any acquisition proceeds. Future holdings in Woodside Energy (ASX: WDS) and Beach Energy (ASX: BPT) are also subject to First Nations Advisory Council review before acquisition.
Expansion Day: FNAC endorsement pending
Expansion Day activates when the first Sovereign Node goes live on the Partners Consensus Network, as certified by the Board and endorsed by the FNAC. The FNAC must also certify the Sovereign Node before Expansion Day is declared. Both steps are pending. Neither the Board certification nor the FNAC endorsement has been completed. Expansion Day has not been scheduled.
Landholder COGS: zero-cost automatic issue
Landholder COGS is issued automatically at zero cost to Local Aboriginal Land Councils (LALCs) and Prescribed Bodies Corporate (PBCs) over Country within the Foundation's area of operation. JLALC, as the Foundation's primary First Nations governance partner, holds governance entitlements that flow automatically to LALC-held land at zero cost. These entitlements are entrenched in the governing documents and cannot be reduced by any resolution.
Return to: First Nations: country, the JLALC partnership, and the Drake Address. The Australian Dilemma: the legal background to this work.