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Terms of Reference: Governance and Oversight Committee

Terms of Reference of the EITI Board's Governance and Oversight Committee

1. Background

The Governance and Oversight Committee was initially established as the “Decision-Making committee” at the 1st EITI Board meeting in 2006 with a mandate to “do further work on voting procedures.” The Committee’s name was changed to the “Governance Committee” and its mandate expanded at the 3rd EITI Board meeting in 2007. In 2010, the EITI Board agreed that the Committee would “[o]n behalf of the EITI Board, address issues relating to the governance of the initiative, including voting procedures.”

Following a 2015 Governance Review, which noted “the need for greater focus on oversight and coordination of the organisation as a whole,” the EITI Board in 2016 expanded the Committee’s mandate to include an oversight role, resulting in the “Governance and Oversight Committee.” The EITI Board then approved merger of the Governance and Oversight Committee and the “Audit Committee” in 2020, adding further oversight functions.

The Committee’s evolving mandate has been focused on development, improvement and oversight of the EITI’s core governance documents, including the EITI Articles of Association, Code of Conduct, Board Manual and policies, as well as review of constituency guidelines, committee terms of reference, EITI International Secretariat work plans and budgets and the audited accounts. The Committee also supports oversight of the EITI Board and the EITI International Secretariat, handles governance issues concerning EITI meetings and has certain risk management functions, such as reviewing how the EITI addresses concerns as well as at times addressing concerns.

2. Responsibilities

On behalf of the EITI Board and with support from the EITI International Secretariat, the Governance and Oversight Committee shall consider and seek to develop recommendations to improve the governance and oversight of the EITI, including on:

  1. Decision-making procedures at Board meetings and through Board circulars.
  2. Accountability lines and Board oversight. This may include any changes that may be considered necessary to the procedural guidelines for the EITI Board Chair and the Executive Director, including their terms of reference or their recruitment and remuneration policy.
  3. Support to the EITI Board Chair’s oversight and direction of the work of the EITI International Secretariat in accordance with Article 12(1)(g) “[the Board shall] oversee and direct (through the EITI Chair) the work of the EITI International Secretariat”.
  4. The review of EITI International Secretariat work plans and budgets in cooperation with the Finance Committee, prior to submission to the EITI Board.
  5. The adherence to and amendments of the EITI Articles of Association.
  6. Governance issues concerning Members’ Meetings, Board meetings and Board committees. This includes ensuring that procedures are understood and followed, as well as following up specific stakeholder concerns.
  7. Risk management, including continuing the review of how the EITI addresses concerns, assessing its effectiveness and scope, and proposing improvements to the EITI Board as necessary.
  8. General coherence and consistency of EITI’s governance structures, including annual review of Board committee terms of reference to ensure roles and responsibilities remain appropriate and fit for purpose.
  9. Constituency guidelines, including their regular update and follow-up in a manner that is consistent with the EITI’s multi-stakeholder spirit. This includes encouraging that constituency rules concerning Board member status and vacancies are followed.
  10. Code of Conduct, including annual review of whether sign-off procedures are being adhered to and any recommendations for improvement.
  11. Board Manual annual review.
  12. The EITI’s per diem policy, including any recommendations for improvement.
    Performance, including the annual conduct and review of Board member performance self-assessments and new Board member inductions and follow up.
  13. Liability of Board members.
  14. Presentation of the audited accounts of the EITI International Management to the EITI Board with a recommendation for approval. To implement this, it is suggested that the Committee hold at least one teleconference a year with the EITI’s auditor.

3. Committee composition

The Governance and Oversight Committee was established through Board Circular 339. The members are:

Implementing countries

  • Michel Okoko
  • Miguel Angel Díaz
  • Genci Terpo

Supporting countries

  • Christine Detaille


  • Kathryn Casson
  • Chinonso Emehelu

Civil society organisations

  • Kossi Koughblenou
  • Matthieu Salomon
  • Olena Pavlenko
  • Clancy Moore

The Governance and Oversight Committee is expected to agree to appoint a chair/co-chairs in its first meetings.

4. Committee policy on observers and quorum

The Committee follows the EITI Observer Policy for EITI committees as approved in December 2022. Stakeholders interested in observing committee meetings will find information on upcoming meetings here

The Committee also follows the EITI Board’s Policy on quorum for committees as established at its 18th EITI Board meeting in Jakarta in 2011 and reaffirmed in 2014:

For a meeting to be considered quorate, each constituency should have at least one member present and there should be at least one member from implementing countries. If a meeting is not quorate, decisions may be taken by correspondence on a no-objection basis following the circulation of meeting minutes. Any Committee member can call for a non-quorate meeting to be ended. In the absence of a committee member, a colleague or a Board member from the same constituency may convey the position of the committee member.

5. Committee papers and procedures

The Committee will be supported by the EITI International Secretariat to fulfil its Terms of Reference. This support will include drafting agenda, papers and minutes for consideration by the Committee. The documentation will be made regularly available through the Governance and Oversight Committee pages on the internal EITI Board website.

The Committee follows the Board-endorsed “Good practices for committee calls”, available on pages 10 and 11 of the EITI Board manual, including deadlines for the submission of papers and individual responsibilities of Committee members.

The Committee follows the EITI’s Openness Policy. Committee members should be judicious in their sharing of the internal working documents of the Committee, which are not considered public in accordance with provision 4 of the EITI Openness Policy.

Members of the Governance and Oversight Committee are expected to familiarise themselves with – and abide by – the EITI Association Code of Conduct.

More information available here.