"CMSI response to coalition of civil society calls for second public consultation on the proposed governance model", 24 July 2025

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The decision to consult once on governance

The decision to consult only once on governance was taken and communicated by the Partners in the lead-up to last year’s public consultation (and reflected in the public consultation draft of the governance model), contrary to the statement in the letter from the coalition. The primary motivation was to enable the Board to be established as a priority so as to have a meaningful role in the latter stages of the development and approval of the Standard and Assurance Process. While holding a second public consultation on the governance model was briefly considered earlier this year, it was ultimately decided that it would delay the early establishment of the Board and inhibit its ability to provide meaningful input. Finalising the governance model now enables us to progress Board recruitment and expedite the transition to multistakeholder oversight for the latter stages of the CMSI process so that the final documents will be approved solely by the independent Board.

Most elements of the draft governance model received broad support in the first public consultation. Key areas of concern that emerged during the first public consultation related to the composition of the Board and the process to establish the inaugural Board. Substantive changes have been made to respond to these concerns, notably by removing the partners from having a role in recruiting the Board Chair and by diminishing the influence of the Chair in the selection process. The Stakeholder Advisory Group will now play a central role in selecting Board members of the mining stakeholder group, value chain companies' group and value chain stakeholders' group through nomination sub-committees. That selection will be preceded by an open call for applications or nominations in a way that encourages broad participation across stakeholders and geographies.

The coalition’s letter suggests that not consulting on governance a second time limits transparency and equitable access to influencing the development of the Standard’s decision-making body. As the coalition signatories may be aware, the governance model was made available for a 60-day public consultation that was heavily promoted on social media with all documents made available in multiple languages (Arabic, Chinese, English, French, Russian and Spanish – the official UN languages - in addition to Brazilian Portuguese and Japanese). During the consultation period we went to great lengths to encourage feedback through more than 40 briefings with stakeholders, four public webinars in 3 languages, attendance at 16 in-person events in 7 countries across 4 continents, and holding 7 dedicated engagements with Indigenous Peoples, including 1 engagement during which feedback was recorded and submitted as a formal submission to increase accessibility. While the primary channel to share feedback was an online platform, consultees also had the option to ‘upload’ their own file on the system. Additionally, submissions made via email were also accepted. While more can always be done to encourage participation, very significant effort was made to enable widespread engagement.

In line with ISEAL’s Code of Good Practice and through our commitment to transparency, in March 2025 we published a Consultation Report on the CMSI website which outlines the feedback received during the first public consultation, including on governance. The feedback received has been carefully considered, and, along with extensive input from our Stakeholder and Industry Advisory Groups over several months, a series of revisions have been made to ensure the model is inclusive of the perspectives of stakeholders and rights-holders.

For all of the reasons stated above, the decision to consult once on governance was based on due consideration of both the benefits to further consultation and the risks to delaying the establishment of the Board.

Ensuring diverse perspectives

This process has been guided by a set of Governance Principles, agreed between the four Partners and the Stakeholder and Industry Advisory Groups early in the process. Beyond these initially agreed Governance Principles, the Stakeholder and Industry Advisory Groups have emphasised the need for diversity criteria to be considered in the appointment of members of the Board and any associated committees.

The call for applications will be promoted broadly across stakeholder networks, with specific efforts taken to reach prospective Board Directors to reflect gender balance, ethnicity, a diversity of perspectives (e.g. Indigenous Peoples and labour), different sizes of organisations, diverse geographies and participation from different parts of the value chain.

As part of the Board, the mining stakeholder group for example will include one Director from Indigenous Peoples, one from labour, one from social/human rights and one from environment, with a blend of local/regional and global perspectives. One of the latter three seats would also ideally be taken by an Indigenous representative. The detailed selection criteria will be defined as part of the nominations process and agreed together with the sub-committee which will consist of members of the Stakeholder Advisory Group.

Additional efforts to ensure equitable participation

To build awareness and understanding and to support equitable participation in decision-making, the inaugural Board and future Directors will receive training in Indigenous approaches to decision-making. To address any barriers to participation of stakeholders and rights-holders, in addition to being reimbursed for reasonable expenses, non-commercial Board members will be entitled to receive an honorarium, to encourage the engagement of individuals who might otherwise face financial barriers to participation.

Addressing the risk of Board power imbalances

For new Directors, particular attention will be paid to their experience of Board processes and, where necessary, support will be provided to enable their equitable participation as effective members of the Board.

As the letter from the coalition notes, it is important that the governance model addresses the risk of power asymmetries, and we have considered this at length when developing the Board structure. The Board seats will offer a balance of perspectives from various groups (4 seats each for Mining Stakeholders, Mining Companies, Value Chain Stakeholders and Value Chain Companies), which will reflect a balance of commercial and non-commercial seats.

A further protection against power asymmetries is hard-wired into Board decision-making. The ambition is for all decisions to be reached by consensus. Voting is viewed as a last resort, but when voting is required, the threshold will be a 70% majority overall (which would require 12 Directors to support a decision). Additionally, voting would require positive affirmation from all four groups, i.e. approval from at least three of the four Directors in each of the 4 groups. Positive affirmation will ensure that all groups’ interests are equally protected and that all decisions have broad support.

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CMSI's full response is attached above.