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Governance and Oversight Committee is merged with the Audit Committee.

Decision reference
2020-58 / BC-294
Decision basis
EITI Articles of Association 2016-2019, Article 12

The EITI International Board approved the merger of the Governance and Oversight Committee (GOC) with the Audit Committee (AC) as a follow up to recommendations from the Board performance self-assessment. Given both Committees have oversight functions, the merger would contribute to decreasing the number of Committees and reducing the workload of the Board members. The Committee will retain the name 'Governance and Oversight Committee'. 

Background

On 17 June 2020, the Board discussed a recommendation on merger of the GOC and the Audit Committee in Board Paper 47-6. The GOC was asked to consider the merger and revert to the Board with more clarifications on its purpose.

As a follow up to recommendations from the Board performance self-assessment, the Governance and Oversight Committee suggested merging the GOC and the Audit Committees to reduce the number of Committees and lessen the workload for the Board members. On 17 June 2020, the Board discussed recommendation 4 on merger of the GOC and the Audit Committee in Board Paper 47-6. The GOC was tasked to consider the merger and revert to the Board with more clarifications on the merger.

The proposal was considered alongside several other options, including combining the Finance and Audit Committees (see Board Paper 47-6). After several discussions and consultation with the legal adviser, the GOC concluded that it was desirable to separate the Finance and Audit functions to address potential or perceived conflicts of interest. It was noted that the Governance and Oversight Committee and Audit Committees both involve oversight functions and could be merged without negative consequences with regards to applying best auditing practices.