General Assembly 22-2B

Background:

The governance structure of the RSPO, as a global multi-stakeholder sustainability system, is established to serve two primary purposes. First, to ensure that the organisation fulfils its intended mandate and delivers measurable impact in accordance with the strategic direction determined by the membership through the General Assembly. Second, to provide oversight and strategic direction over the operational activities carried out by the RSPO Secretariat.

Currently, the BoG performs both of these functions. It serves as the primary governance authority of the organisation and simultaneously acts as a deliberative forum to facilitate consensus-based direction for the RSPO system as a whole. However, as the RSPO has expanded in both organisational scale and operational complexity, it has become increasingly evident that a single body cannot effectively discharge these two governance functions.

The function of strategic oversight and operational supervision benefits from structured and timely processes that enable consistent implementation and accountability. At the same time, the consensus-based approach remains essential to policy legitimacy and inclusivity, requiring broad engagement, deliberation and the careful accommodation of diverse stakeholder perspectives. Each function demands distinct deliberative and decision-making approaches.

In recognition of these challenges and following a comprehensive review of the existing governance structure, the BoG formally approved the adoption of a revised governance framework during its Meeting on 14 November 2024. The review process identified structural limitations that required improvement through clearer separation of roles and responsibilities, enhanced institutional responsiveness and a more agile governance model.

This revision does not diminish the authority or strategic role of the BoG. Instead, it is intended to strengthen the BoG’s capacity to discharge its core responsibilities more effectively by enabling greater focus on high-level governance, strategic direction and policy oversight while ensuring that operational matters can be addressed with appropriate timeliness and efficiency within a delegated structure. The revised framework preserves the foundational principles of the RSPO’s multistakeholder governance system while enhancing its ability to meet current and future organisational demands. The revised framework is intended to support the RSPO’s continued growth, ensure operational effectiveness and safeguard the long-term credibility of the organisation’sgovernance system.

The revised structure also allows RSPO to appoint individuals with specialised expertise such as in finance, risk, strategy or technology that may not always be present among elected BoG Members. This is especially important to support the ExCo’s operational oversight role. By enabling the appointment of Independent Members based on their professional experience, RSPO can enhance its governance capacity and more effectively manage the increasing complexity of its operations while maintaining its core multi-stakeholder principles.

Based on internal consultation, input from external governance experts and review by the RSPO’s Swiss lawyer to ensure proposed changes are aligned with our obligations under the Swiss law the RSPO is constituted under, the following significant changes are proposed, with the respective changes to the Statutes specified and explained in more detail below:

An Executive Committee (“ExCo”) is established as a delegated authority of the BoG that is responsible for providing operational oversight and ensuring accountability of the Secretariat and Standing Committees (“SC”) in the implementation of strategies andworkplans. While the Executive Committee operates in accordance with procedures to be determined and approved by the BoG (from time to time), this delegation of power to further regulate the operation of the ExCo along with the general governance functions and the composition framework of the ExCo will be embedded in the RSPO Statutes and require approval by the General Assembly.

The role of "Treasurer" has been removed from the RSPO Statutes. Legal advice confirms that Swiss law does not require a specific Office Bearer such as the Treasurer to present the annual audited accounts to the General Assembly. This change supports the objectives of the governance review and maintains consistent financial reporting to the General Assembly.

During the interim period following General Assembly approval and until the ExCo is fully established, the current governance structure will remain in place. The BoG will have the flexibility to establish the ExCo when ready, ensuring a smooth transition while preserving operational continuity and stability.