CHAPTER IV – Administration

RSPO governance structure

Art. 6.1. Executive Committee
Art. 6.1.1. Composition
The Ordinary members of RSPO, attending or being represented at the General Assembly, shall elect and/or revoke the members of the Executive Board. These must be representatives of the Ordinary members.

The number of members of the Executive Board shall not be less than three and shall be determined by a decision of the General Assembly.

An Ordinary member may not provide more than one member for the Executive Board at the same time.

RSPO shall be managed by an Executive Board comprised of sixteen members, designated by the General Assembly for a period of two years. The Executive Board elects a President, a vice-President(s) and a Treasurer. They are designated for a period of two years.

  The President of the Executive Board is elected among the Executive Board members. The incumbent chairs all meetings of RSPO Executive Board and General Assembly. The incumbent ensures the execution of all orders and all resolutions of the General Assembly and Executive Board.
  The vice-President(s) is elected among the Executive Board members. The incumbent executes the duties vested upon him by the Executive Board and assists the President of the Board at his request. In case of incapacity, refusal or resignation of the President of the Executive Board, the vice-President of the Executive Board fulfils all his duties.
  The Treasurer is elected among the Executive Board members. The incumbent is responsible for the collection of the funds of RSPO, unless the Executive Board decides differently. The incumbent reports to the Executive Board those members who are late in paying their membership fee or any other due for more than sixty days.

Art. 6.1.2. Powers.
The general management of RSPO shall be the responsibility of RSPO Executive Board in collaboration with RSPO Secretary-General, who it appoints.

The Executive Board will work together with the secretarial staff to discuss the activities of the association and to guard the quality and financial viability.

The Executive Board shall act by consensus vote of those members present in person.

The Executive Board in collaboration with the Secretary-General, shall have the power to:

  Direct and control the management of RSPO;
  Execute the decisions of the General Assembly meeting and take all measures to reach the established objectives;
  Establish guidelines for the programs of the Technical Committee and the Working Groups and to submit them to the approval of the General Assembly meeting; Control RSPO expenses;
  Prepare the budgets and the annual accounts which will be submitted to the General Assembly;
  In case of urgency, take all decisions normally assigned to the General Assembly, and submit them subsequently to the ratification of the General Assembly;
  Appoint secretarial staff.

The Executive Board in collaboration with the Secretary-General may adopt all policies and procedures necessary for the management of its activities and may, within the frame of its powers, delegate part of its powers and responsibilities to either Technical Committee or Working Groups.

The Executive Board will entrust the daily management to individuals (Secretary-General and secretariat staff). It will determine their powers and their remuneration and might delegate some of its power to them when required (signature for RSPO operational account etc).

Art. 6.1.3. Meetings
An annual meeting of the Executive Board shall take place immediately before or after the General Assembly meeting. Meetings at regular intervals shall take place, upon the decision of the Board.

The annual meeting of the Executive Board is called by the President in writing and mailed to each member of the Board at least twenty one days prior to the date of the meeting.

The frequency of the Executive Board meetings during the year is to be decided by the members of the Executive Board.

Each Board member might invite one expert to the meeting to discuss specific subjects during the Board meetings.

Art. 6.1.4. Signature and representation
All acts binding the association shall be signed by the President of the Executive Board, within the limits of his powers and as per the decision of the Executive Board. The President may assign in writing the authority to sign on his behalf to any other member of the Executive Board.

The association can be represented by any other person acting within the limits of a proxy by the Executive Board, namely the Secretary-General.

Art. 6.2. Secretary-General and Secretariat Staff
Art 6.2.1 Composition
The Secretariat of RSPO consists of staff running operational business activities and carrying out the activities mentioned in Art. 3.

Art 6.2.2. Appointment of Secretary-General and Secretariat Staff
The Executive Board appoints the Secretary-General. The Executive Board also appoints the Secretariat Staff, in agreement with the Secretary-General.

Art. 6.2.3. Powers.
The Secretary-General is in charge of the operational management of RSPO in between meetings of the Executive Board pursuant to the general policies fixed by the Board. A detailed report of all RSPO activities is made at each meeting of the Executive Board.

The Secretary-General co-ordinates and contributes to the operational activities of RSPO by: organisation/co-ordination of Board and General Assembly meetings, minutes etc.,

  service to members (mailings, contacts, helpdesk),
  RSPO project support,
  communication in general (website, RSPO promotion),
  co-ordination of technical/working groups,
  financial management,
  support with the acquisition of funds and networking with other initiatives.

The activities will be carried out partly or completely by the Technical Committee or specific Working Groups. The RSPO management, under supervision of the Executive Board, will collaborate closely with the Technical Committee and these Working Groups and facilitate their work.

Art. 6.3 Working Groups
The Executive Board can appoint specific Working Groups for carrying out activities in the field of:

  General Best Practices
  Communication on Sustainable Palm Oil
  Any other specific issue dealing with Sustainable Palm Oil

The Working Groups are formed by the Ordinary and Affiliate members and possibly other stakeholders to focus on specific tasks. Members may participate in different Working Groups at the same time or may not participate in any Working Group.

The members will decide on the creation and working program of the Working Groups through the Executive Board:

  Either at the annual General Assembly meeting,
  Or through RSPO Secretariat.

The Executive Board, through the Secretary-General, will consult the interested parties in order to prepare a proposal for the activities to be carried out, including the timing and costs thereof. The proposal will be made within 30 days from the date of the request and will have to be accepted by all the members involved in the activities of the Working Group. If the proposal is rejected, the members will:

  Either provide suggestions that enable the Secretary-General to compile a new, acceptable proposal ,
  Or abandon the Working Group at hand.

Each Working Group is responsible for its own expenses. The funds that are necessary for the coverage of those expenses may involve:

  Costs of experts and stakeholders to be invited in assessment and/or research Travel, subsistence and time costs of the employees of companies involved
  Costs of Working group meetings
  Costs of large scale stakeholder involvement and communication

These costs cannot be covered by the regular member fees, but will be provided by the interested RSPO members involved and/or by external donors. The Executive Board and /or platform Manager will propose a repartition of the costs of the Working Groups over the members involved.

Each Working Group should elect among the member companies a Chairperson. The Chairperson of a Working Group is responsible towards the Executive Board for the management of his Working Group. He chairs all meetings of that Working Group. He supervises the execution of the decisions and resolutions of the General Assembly meeting or of the Executive Board with regard to his Working Group. The incumbent is responsible for the controlled dissemination of information produced by the Working Group in conformity with the policies of the Executive Board.

A Working Group led by RSPO might state internal regulations. In such case, regulations should be ratified by the Executive Board. A Working Group might appoint a Secretary. Each Working Group shall submit a report on its activities and financial situation to the annual General Assembly meeting.