Last updated February 13th, 2023

Member Charter & Code of Conduct

This Member Charter & Code of Conduct (“Charter & Code of Conduct”) is made on between (“Signing Date”):

  1. XA Pte. Ltd. (Company Registration Number: 201941359K), a company incorporated in Singapore whose registered address is at 68, Circular Road, #02-01, Singapore 049422 (the “XA Network”); and
  2. Each XA Member

The XA Network [the X denotes large tech firms, $1b+ valuation, and the A refers to Alumni] is an investment network comprising senior leaders from prominent tech companies including Alibaba, GoTo, Grab, Google, Amazon, Microsoft, Netflix, and Twitter amongst many others.

XA Network’s purpose is to foster inclusive innovation by empowering the tech community in Southeast Asia. We invest and empower early-stage companies across Southeast Asia by exposing these businesses to the wide array of skills across the network. XA Network has invested in a wide variety of promising companies including Lummo (fka Bukukas), Spenmo, Sampingan, Neuron, and Infradigital.

Executive Summary

  1. XA is a highly selective senior tech leaders’ network (detailed membership criteria here and also on our website). All members believe in and have a track record of enabling inclusive innovation across Southeast Asia
  2. After signing the XA Charter and completing payment of the membership fees, new members will be invited to join a virtual onboarding session (held every fortnight). Attendance is required to complete onboarding. If a new member does not attend an onboarding session within 45 days of completing the charter and payment, their membership privileges will be suspended till the onboarding formalities have been completed.
  3. Activity requirement to be invited to renew your membership: Minimum of two investments per year, up to one investment may be replaced with referrals to two startups for XA members to invest in (XA’s investment criteria and end-to-end process and also on our website). Please note that this applies per individual if you are signing up for couples’ membership  
  4. Investment requirement: Minimum of USD 10,000 per investment. Once the commitment deadline has passed, all amounts indicated will be considered as hard commitments 
  5. Some investment opportunities may be ringfenced per the founders’ request (e.g., if a member has invested in a direct competitor)
  6. XA is only as strong as its members’ contribution. There are many opportunities to contribute to the network and the most common is by leading an investment on behalf of the members.
  7. Please avoid putting yourself in any (perceived) position of conflict as it may result in termination of membership,
  8. One-time Joining Fee: SGD 2,500 (SGD 3,000 for couples)
  9. Annual Contribution Fee: SGD 2,500 per year (SGD 3,000 for couples)
  10. XA memberships will be automatically renewed on an annual basis subject to members meeting the renewal requirements and/or per the Leadership Team discretion. When attending XA events, you are a representative of the community (this is how XA presents itself to the ecosystem and also on our website)
  11. Please direct all press enquiries to Any other questions, please email

The XA Charter & Code of Conduct may be revised at any time at the discretion of the Leadership Team. The most updated Charter & Code of Conduct will be available on our website and members may access it at any time.  

I. Our Purpose

To enable our members to

  1. Invest in early-stage technology and technology-enabled companies (pre-Series B);
  2. Support founders building long term companies with business and technical expertise; and the necessary networks;
  3. Foster inclusive innovation in the Southeast Asian technology ecosystem

II. Our Values / Operating System

Like a computer’s operating system, a well-developed set of values gives us the ability to make faster and more effective decisions and ensures alignment when interacting internally as well as with the broader ecosystem. Therefore, we have laid out the following operating principles that govern how all XA members show up across the ecosystem. A detailed explanation of our operating system is available here and is also publicly available.

  1. We are a fully virtual and distributed community
  2. We are community-minded and have no individual ego
  3. We always put the interest of founders first
  4. We believe that founders’ time is precious currency 
  5. We back founders solving local challenges while driving inclusive innovation 
  6. We back founders who communicate with clarity 
  7. We do not do “deals”; instead we partner holistically with founders 
  8. We do away with unnecessary processes and empower all members to make “two-way door decisions”
  9. We operate with the highest integrity, are transparent, and aim to resolve them swiftly when they arise 
  10. We are respectfully candid with founders even when it is not in our interest to do so

III. Leadership

III.A.1 Leadership Team

  1. Alap Bharadwaj
    • Board Member, XA Network
    • Director, Scaled SME Sales and Acquisitions, Google APAC
  2. Belinda Ong
    • Board Member, XA Network
    • Managing Director, XA Network
  3. Tony Zameczkowski
    • Board Member, XA Network
    • VP Partnerships, Asia Pacific, Netflix

III.A.2 Roles and responsibilities of the Leadership Team

  1. Sourcing and curating investments
    • 80% of their time will be spent on early-stage startups
    • 20% of their time will be spent on other asset classes, including but not limited to series A and above and LP stakes in existing funds
  2. Enabling the investment process
  3. Managing the member base
  4. Facilitating connections between portfolio companies and members
  5. Managing relationships with VCs, accelerators, and the broader tech ecosystem
  6. Marketing and communications to raise the profile of the network

III.B Advisory Board

  1. David Thevenon
    • General Partner, Balderton Capital
  2. John Wood
    • Founder and CEO, U-Go
    • Board Member, Asia Partners
    • Board Member, Concentric Equity Partners
  3. Maya Hari
    • CEO, Terrascope
    • Non-Executive Board Director and Chair of Digital and Technology Committee, Aviva Singlife Holding
  4. Sze-Meng Soon
    • Managing Director, SSM Global Advisory Pte Ltd
    • Managing Director, Temus
  5. Binny Bansal
    • Co-founder and Executive Chairman, xto10x Technologies
    • Co-Founder, Flipkart

III.C Extended Leadership Team

  1. Members of the Startup Review Committee (SRC)
  2. Members of the Member Review Committee (MRC)

Please reach out to for the current members on each committee as the participants regularly rotate.


IV. Membership criteria

To ensure we are only attracting high-quality and contextually relevant members, we are keeping this forum invite-only. Qualified candidates will interview with members of the Membership Review Committee. The criteria for membership is as follows:

  1. Accredited Investor Status: Member must be an individual (i) whose net personal assets exceed SGD 2,000,000 in value OR (ii) whose income in the preceding 12 months is not less than SGD 300,000. XA Network may request proof of income or net worth.
  2. Technology Executive Background: Are or have been leaders (>2 years minimum experience) in mid-large Technology Companies , OR
  3. Founder background: Are or have been founders of a technology company.

V. Startup selection criteria

  1. Technology or technology enabled – this is based on member expertise and ability to add-value to the startup. Our sweet spot is Pre-Seed to Seed, but we do consider later stage investment opportunistically. 
  2. Solving Southeast Asian challenges – companies addressing a global market may be considered on a  case-by-case basis depending on the team’s rationale for starting in Southeast Asia
  3. Has a full-time management team – this is normally evidenced through a well-defined CEO role. In tandem, we consider team quality (i.e., product-market-founder fit through clear articulation of the problem they are trying to solve, ability to build iterative products quickly and cost effectively, relationship between co-founders, and coachability)
  4. Has a large Total Addressable Market – we are especially interested in how the founder(s) define the market and their perception of how it will grow in the future 
  5. Other considerations: Previous and current investors, traction (quantitative or qualitative), XA members’ prior commitment amount in a similar company


VI. Investment process

  1. Asynchronous Screen: The Startup Review Committee (SRC) will review the pitch deck to determine if it is a fit for the XA Network
  2. SRC assessment: Two to three SRC members meet the founder(s) in separate one hour meetings to evaluate them. The meetings cover the same content and are conducted separately to ensure that the committee obtains an unbiased understanding of the business. The SRC members will present their assessment based on their meetings and all must be in agreement to move the startup forward.
  3. Founder Ask Me Anything (AMA): Members will meet the startup via video conference or in-person. The list of members that receive information about the startups may be subject to ringfencing depending on the founders’ request (e.g., employee or investor in a direct competitor). One round of follow-up questions will be sent to the founders after the AMA session. 
  4. Commitments and Lead identification: The members will indicate their commitments (minimum USD 10,000 per investment) and may volunteer to lead (i.e., be the main point of contact between the founder(s) and XA moving forward). The lead will run the remaining processes on behalf of the other members and be the primary point of contact between XA and the portfolio company pre-and post-investment.
  5. Finalization of member interest: The lead will negotiate and finalize the terms with the founder, and obtain the necessary documentation and wiring details. If needed, the lead may coordinate follow-up diligence (e.g., background checks) on behalf of the other members.
  6. Investment closed: Investment closes and funds are wired to the startup.

VII. Investment-related roles


Definition: A lead is any member who drives the process (from investment to eventual exit, which could be several years from closing), including meeting and coaching the founders, managing due diligence, liaising with investors and founders on a regular basis, handling post-closing matters, etc.

Expected conduct:

  1. At any time, should a member become interested in being a lead for a particular investment, they should notify the Leadership Team through the commitment form.
  2. The lead shall copy the Leadership Team on all material correspondences related to the investment pre- and post-investment.
  3. If the deal lead proposes to terminate the transaction pre-investment for commercial reasons, then they shall notify the Leadership Team in advance. The transaction may be terminated after acknowledgment/approval by the Leadership Team.
  4. If the lead decides to exit from the investment for any reason pre- or post-investment, they shall notify all other participating members as soon as possible. The lead shall make their best efforts to recruit a new lead from the participating members. The members shall be expected to discuss these issues internally before notifying the relevant startup. Details relating to such notification to the relevant startup (including timing and form) should be discussed with the Leadership Team in advance of such notification.
  5. If at any time the lead does not carry out their duties in an appropriate manner, they may be replaced by the members participating in the relevant investment, at the discretion of the Leadership Team.
  6. Outside of the XA Ignite / StashAway matching program, the lead shall not receive any carried interest. If the lead chooses to optimize for carried interest, the Leadership shall terminate their membership.

For a full description of expected responsibilities, please refer to the XA Lead Handbook.

VII.B Member(s) participating

Definition: Member(s) that invest capital in a startup introduced by XA (from investment to eventual exit, which could be several years from closing)

Expected Conduct:

  1. Once members have agreed to invest in a startup, they shall follow the guidelines set forth by the lead.
  2. Typically an investment may be made via an SPV (Special Purpose Vehicle) or direct from the individual / individual’s SPV. Depending on the type of investment – SPV or direct, the process related to KYC, bank account creation and wiring of the money to the startup may differ. It is expected that members committing to an investment will follow through on their commitments once agreed with the founder / lead.
  3. If members do not wish to invest after communicating hard commitments, they should inform the lead and Leadership Team as soon as possible. While it is understood that events outside a member’s control may prevent a member from investing, consistent non-participation after communicating hard commitments shall be considered to be a path to membership termination as it leads to reputational damage, change to the investment structure, and price per share (post-money valuation changes).

VII.C Member(s) with access

Definition: XA members hold many responsibilities coupled with their investment histories. Hence, founders are deeply concerned about conflict of interest given the sensitive nature of the information shared during the investment process. In line with our value of founder friendliness, the XA Network offers each founder the ability to exclude any group of members on grounds of the following, collectively known as ‘affiliations’:

  1. Members’ existing affiliations (i.e., the employer is competitive to the startup)
  2. Member’s existing investment is competitive to the startup

Expected Conduct:

  1. Members can expect to be excluded from receiving investment opportunities if their current affiliations are competitive with the startup. These conflicts will be communicated to the founder in an aggregated and anonymized fashion
  2. It is the members’ responsibility to disclose to XA’s Leadership Team and Founders if one of their portfolio companies competes with a company the group is currently assessing.
  3. If a startup that is competitive to a member’s affiliation is shared by mistake, it is the members’ responsibility to recuse themselves from the proceedings and inform the XA Leadership Team
  4. Members are expected to uphold XA’s values of founder friendliness by understanding that the interest of the group takes precedence over individual interest and conduct themselves with dignity in the face of exclusion (e.g., do not ask another unconflicted member to share the materials with them, etc.)

VIII. Guidelines for SPVs and funds

At a high level, the guidelines for the principles of engagement are as follows:

  1. Democratic access: No member gets preferential access to investment opportunities
  2. Collaboration: Sending deal flow to each other based on each party’s investment criteria
  3. Transparency: Letting XA know if there is an intention to do an investment directly
  4. Skin in the game: Refer companies where the fund or SPV is investing a substantial amount of money
  5. Cap table citizenship: Behave as an ethical member of the cap table with the highest levels of transparency around the investment horizon

VIII.A Scenario 1: Member co-investing with XA Network using an SPV

  1. The entity has to be a non-fees-based SPV (carry okay).
  2. SPV would be capped at 25% of round size or 50k whichever is LOWER unless otherwise waived by the Leadership and participating investors.
  3. In a period of 6 months after becoming a member, the SPV representative will introduce 2 investment opportunities where the SPV is investing a substantial proportion of the deal size or % size of the SPV.
  4. Members will agree not to invest independently in an XA Network-introduced company. Only exception being XA Network choosing not to proceed but a member believing in the company and informing XA Network of his/her interest.
  5. No sharing of an XA Network-introduced investment opportunity to other funds, or non-members without prior XA Network consent.

VIII.B Scenario 2: Member co-investing with XA Network using a qualified VC fund

  1. The entity will be qualified as a fund where the member earns a management fee and >50% time spent on the fund.
  2. Where XA Network has confirmed conviction to invest, it may introduce investment opportunities to VC funds to lead
  3. VC funds with a substantial commitment to a deal shall introduce the opportunity to the XA Network
  4. VC fund managers shall NOT be allowed to participate via their funds into XA if an investment opportunity has been shown to them as an XA Network’s member (rules out VC funds as a follow)

IX. Guidelines for members who are part of a VC scout program or a third-party investment network

An increasing number of Venture Capital Funds across Southeast Asia have started to operate scout programs (e.g., Sequoia Capital, Lightspeed Ventures, and Saison Capital). As part of these programs, these funds opportunistically share deal-flow with their scouts and may match the scout’s investment on a 1:1 basis.

While several of our members might act as scouts for some of these Venture Capital Funds or be part of third party investment networks, XA Network’s members shall disclose to the Leadership their affiliation with the VC scout program and/or the third party investment network and follow the below principles.

IX.A Scenario 1: XA Network presents a startup to members and the member who is a also a scout and/or a member of a third party investment decides to invest

  • The member shall not share the investment with the Venture Capital Fund, other scouts in the program and/or the third party investment network until XA Network’s members who expressed interest have completed the investment and wired the funds.
  • In the event the allocation is limited, the member shall prioritize the interest of the XA Network by ensuring that all members who have expressed an interest to invest are granted their preferred allocation before allowing the Venture Capital Fund Firm to match their investment.

IX.B Scenario 2: The member receives a startup investment opportunity from the Venture Capital Firm from his/her scout program and/or a third party investment network

  • The member shall only share the deal with the XA Network after obtaining approval from the Venture Capital Fund or the third party investment network and the relevant founder.

X. Joining and Contribution Fees

XA Network’s goal is to effectively support founders and investors. In order to do so, we might charge an annual contribution fee to cover our operating costs. The Member shall pay to XA Network a one-time joining fee of SGD 2,500 (“Joining Fee”) for an individual, or SGD 3,000 for a couple. A separate annual contribution fee of SGD 2,500 (“Annual Contribution Fee”) for an individual, or SGD 3,000 for a couple will also apply. Upon renewal, only the Annual Contribution Fee will be due.

XA memberships will be automatically renewed on an annual basis subject to members meeting the investment and activity and/or per the Leadership team discretion. The annual contribution fee will be charged to the credit card on file. All credit card information will be securely stored with a trusted third-party payment processor. Thirty (30) and seven (7) days before the payment is processed, members will receive an email notification that their membership subscription will automatically renew. Members can opt-out of the renewal by contacting the XA team before their membership expires. Members may also request for a full refund of the annual contribution fee within thirty (30) days of renewal. Thereafter, the renewal fees will be considered non-refundable.

The Joining and Annual Contribution Fee will be waived for advisory board members given their status as advisors to the XA Network. The Joining and Contribution Fee may be revised or amended with notice from time to time. Members that decide to terminate their membership and subsequently rejoin within 12 calendar months will be exempt from paying the joining fee.

For the first 45 days after the XA charter has been signed and payment completed, new members will enjoy all XA member privileges. This includes but is not limited to communications regarding investment opportunities and invitations to XA community events. The new member is required to attend an onboarding session to be considered as a fully onboarded member.

Onboarding sessions are typically held once every fortnight over GMeet and will orient new members to the XA Network, including but not limited to how the community presents itself, how to best engage and navigate, and answer any additional questions new members may have. New members may attend any session during those first 45 days.

In the event a new member is unable to attend an onboarding session within the first 45 days of signing the membership charter and completing payment, their membership privileges will be suspended. This is to ensure that all members have a clear and uniform understanding of the organization and its policies, and to provide them with the tools and support they need to fully benefit from their membership. Once the member attends an onboarding session, their privileges will be resumed without any extension of the original membership period.

XI. Code of conduct

XI.A General

Each member acknowledges that he or she:

  1. Is a natural person that satisfies at least one of the descriptions set forth immediately below in sections (i), (ii), or (iii):
    1. whose individual net worth, or joint net worth with such person’s spouse, exceeds USD 1,000,000 (or the equivalent in SGD);
    2. who has had in each of the last two years and who reasonably expects to have individual (not joint) income in excess of USD 200,000 (or the equivalent in SGD) this year; or
    3. who has had joint income (with such a person’s spouse) in each of the last two years in excess of USD 300,000 (or the equivalent in SGD) and who reasonably expects to have joint income (with such person’s spouse) in excess of USD 300,000 (or the equivalent in SGD) this year.
  2. Understands that each member is required to make two investments per year to be eligible to renew their membership. One of those investments may be replaced by introducing at least two potential investments. This criteria may be waived based on the Leadership Team’s discretion.
  3. Understands that, subject to portfolio founder request, each member is required to dedicate at least two hours of their time every quarter coaching portfolio founders to be eligible to renew their membership.
  4. Understands that the XA Network is a community and does not provide financial advice. The information and/or materials have been provided on an “as is” basis without warranty of any kind regarding reliability and accuracy or fitness for a purpose, either express or implied. They are provided solely for general information only and are not intended and should not be taken as any offer or solicitation to do any investment. No assessment has been made by XA on the suitability of the investments for members, nor does it constitute investment advice. All members acknowledge that investments made are subject to risks including possible loss of the principal amount invested. Each member must conduct their analysis and due diligence to make their own decision in relation to investments into any company.
  5. Understands that backtracking from hard commitment may result in a loss of membership depending on circumstances.
  6. Understands and warrants that he or she will not solicit other members for business purposes during ‘XA Network’s events’ or otherwise.
  7. Agrees to pay the one-time joining and annual contribution fee as determined by the leadership team of XA Network from time to time.
  8. Agrees that the Annual Contribution Fee will be charged on a recurring basis.
  9. Understands that they can opt-out of the renewal by contacting the XA team before their membership expires. If they have been charged, members may request for a full refund of the annual contribution fee within thirty (30) days of renewal. Thereafter, the renewal fees will be considered non-refundable.
  10. Agrees to attend a one-time virtual onboarding session within 45 days after signing the XA membership charter and completing payment of fees. This session will orient new members to the XA Network, including but not limited to how the community presents itself, how to best engage and navigate, and answer any additional questions new members may have.
  11. Understands that if a new member does not attend an onboarding session within 45 days after signing the XA membership charter and completing payment of fees, all membership privileges will be suspended and no extension of the original membership period will be granted. These privileges will be resumed after attending a subsequent onboarding session.
  12. Will disclose to the XA Network any relationship which he or she had or has (or may have or is likely to have in the foreseeable future) with a company which presents during any ‘XA Network’s events’ (an “Introduced Company”), which creates or may create an actual or potential conflict between his or her personal interests and the interests of XA Network or other members of XA Network.
  13. Understands that separately pursuing an investment or business relationship with an Introduced Company may result in a loss of membership unless he or she has received written confirmation from the leadership team of XA Network.
  14. Understands that any sensitive or proprietary information received from an Introduced Company in connection with the evaluation of a potential investment in an Introduced Company shall be used solely for evaluating such investment unless disclosure of such information is required under applicable law, in which case any such disclosure must strictly comply with such applicable law and in relation to which each member must act in good faith. This includes and is not limited to the circulation of the name of the company, deal terms, name of co-investors, investment deck, data room documents, and due diligence call recordings, to non-XA Network members.
  15. Understands that each member is expected to alert the Leadership Team of the XA Network if their role evolves into one that may give rise to a conflict of interest with XA (e.g., a member launches their own seed stage fund or joins a fund that invests at the seed stage and therefore may compete with the XA Network for allocation). The Leadership Team will then assess and decide if a termination of membership is needed.
  16. Understands that the XA Network reserves the right to terminate their membership with 15 days’ notice, based on adherence to this charter and the code of conduct within. 

XI.B Virtual events etiquette

As a geographically distributed network, we primarily hold events (e.g., AMA calls, Fireside chats, AGM, etc.) through video conferences. To create a conducive environment for all and protect the XA Network brand in the broader ecosystem, we would appreciate it if members observe the following etiquette:

  • Please leave your video on. It is challenging for a presenter to gauge the reaction of their audience with neither verbal nor visual cues. Leaving your video on also leads to increased speaker-audience engagement levels, resulting in a more fulfilling session for all in attendance.
  • RSVP to accurately reflect planned attendance. All RSVPs to the calendar invite should be reflected at least 24 hours in advance. This will help the speaker and us better prepare for the session. We understand that unavoidable emergencies may emerge but would appreciate it if members can honor their RSVP as significant discrepancies between the RSVP and actual attendance list negatively impacts how the XA Network is perceived across the ecosystem.
  • Attend the full event. Similar to a work meeting, showing up on time demonstrates respect for the presenter and fellow members. Each session typically begins with critical introductions. By showing up late, you may miss out on critical context, and asking for a repeat will disrupt the session’s flow. Similarly, staying for the full duration shows respect to the organizers and other attendees that have set aside the time to attend. If an unavoidable emergency arises, please give advance notice to the host and speaker to manage the flow of the event accordingly.

XI.C Handling The Media

While most members have had media training from their workplaces and are well versed in dealing with the media, some may be unclear about the right narrative or specific data points. To address the situation and support our members around dealing with the media we would encourage all media approaches (traditional or social) regarding the XA Network to be communicated immediately to our Media Advisor at We will coordinate the response and manage the contact with the journalist and relevant member(s). Having our Media Advisor as a buffer will protect members and allow us to curate the correct response for media articles about the XA Network and our work. Additionally, if you have been invited to speak at events or on webinars, please seek our counsel on positioning and message around the XA Network.

The advisory to all members is:

  1. Any approach from a journalist (or social media platforms) to ask you about anything to do with XA Network or your participation as a member via text, email or phone should be referred to
  2. If you have received a call or have met a journalist in person, please follow these three steps to manage the interaction:
    • Acknowledge the question/ask
    • Bridge to safety by saying you’ve made a note, don’t respond
    • Control the conversation by thanking them for their interest and saying you will revert
  3. Take note of important information such as the reporter’s name, their story angle, their deadline, who else they’ve approached for comment. Don’t be afraid to ask these questions – it’s your right to know.

The XA Network leadership team retains the right to modify this charter at any point without prior notice.

Last updated   :           13/02/2023