Independent Oversight Body
[Company Name]
The Independent Oversight Body (IOB) will serve as a bridge and balance between [Company Name]’s Board of Directors and the Ethics Committee, ensuring that the Ethics Committee remains independent from influence by the [Company Name] Board of Directors and leadership while also being supported and held accountable to its role within the entire Ethics Infrastructure The IOB is functionally an advisory group that provides oversight of the Ethics Committee for its effectiveness and accountability to its values and charter
This document includes sections on:
1 The vision for the IOB and parameters for its formation
2. The structure of the IOB, including time commitments, term lengths and configurations, approaches to compensation or voluntary work, and how the IOB should approach conflicts of interest
3. What the IOB will do and be responsible for
4 The process by which members are elected and the qualifications for membership
[Company Name]’s Vision for the IOB
[Company Name]'s vision for this body is for it to serve as the outermost layer of governance and accountability in this Ethics Infrastructure. The Ethics Committee is tasked with a complex charge, and the IOB can be a source of support, reflection, learning, and welcome accountability The IOB is formed with the compassionate understanding that everyone has blind spots and can benefit from differing perspectives, a new set of eyes on something, or feedback from a more zoomed-out view Though we envision the IOB to hold the Ethics
Committee to a high standard of excellence, it is not meant to primarily function as a policing body; it is meant to be a tool for precision, support, and generative oversight.
Formation
The Independent Oversight Body will be developed within the Ethics Committee's first six months of operation [Company Name]’s Board, leadership, and affiliates are available for operational and consulting support to the Ethics Committee to bring the inaugural IOB to fruition.
During development, the main structures, functions, and member criteria of IOB cannot be substantially changed. Proposals for minor to moderate changes to this document can be made with the joint approval of the Ethics Committee and [Company Name]’s Board of Directors before the IOB member recruitment begins
Ongoing changes to this document can be proposed to improve the IOB’s function and value to the overall ethics infrastructure by the Ethics Committee, [Company Name]Board, or the IOB itself A vote can be cast by each body If a conflict of interest presents itself resulting in only two of the three bodies being able to vote, a neutral third party can be engaged to review and cast a vote.
[Company Name] leadership and staff will be available to help execute and operate IOB member recruitment processes, such as sending an open call through communication networks for membership recruitment, coordinating interviews, or other administrative tasks within their capacity as requested by the Ethics Committee.
Structure of the Independent Oversight Body
Number of Members and Term
The IOB will consist of [3-7] members, with 5 being the ideal size for the inaugural body This size balances the need for diverse perspectives with the ability to reach consensus and make decisions efficiently
Members will serve staggered three-year terms, with the possibility of serving one additional term if re-elected Staggered terms ensure continuity and institutional memory Term limits prevent entrenchment and allow for fresh perspectives over time
The initial IOB will have [1-2] members elected for a one-year term, [1-2] members for a two-year term, and [1-3] members for a three-year term. In subsequent years, all terms will be for three years This staggering will be determined randomly for the initial members
Expected hours per year are anticipated to be between 25 and 50 hours. In its first year, it is expected that the hours will reach a higher range as internal IOB processes are established Due to an annual report being a part of the IOB’s activities it is anticipated that hours will be heavier in the last quarter of the year and first quarter of the following year.
The IOB members, once established, will internally elect someone to occupy a chair-like role which organizes meetings and is the direct point of contact for communications between the IOB and other [Company Name] governance bodies and the public. This role can rotate on a term determined by the IOB.
Compensation
*It is recommended the Ethics Committee consider the best approach within the first few months of meeting.
Ideal of No Compensation: Ideally, IOB members will serve on a purely voluntary basis and will not receive any form of compensation, including salaries, honoraria, or benefits, from [Company Name] or its affiliates This eliminates financial incentives that could unduly influence IOB members' decisions or perspectives. However, there is also consideration to not bias membership towards those with the privilege of having time and resources for voluntary work
Secondary Compensation Option*: Current proposal for this position: Members serve on a voluntary basis up to 12 hours per quarter for the inaugural year and for 9 hours per quarter for subsequent years, plus an additional 3 hours added for work related to the annual report In the case that there is a higher demand of time than the expected hours of activity, a fixed honorarium can be requested per member, per quarter Requests would be granted without question. We recommend $500 as a fixed honorarium for any hours exceeding the above noted voluntary hours. Funds would come out of a funding reserve sourced by [Company Name] for IOB activity, separate and in addition to the Ethics Committees budget
*With this option it could be explored for a neutral 3rd party to manage the budget and disperse funds for the IOB to ensure another layer of neutrality and protection from influence
Maintaining Independence
To uphold the integrity and credibility of the Independent Oversight Body (IOB), it is crucial to ensure its independence from [Company Name] and to prevent any actual or perceived conflicts of interest The following measures will be implemented:
1. Strict Conflict of Interest Policy: All IOB members must disclose any potential conflicts of interest, including personal, professional, or financial relationships with [Company Name], its leadership, employees, or major stakeholders Members must recuse themselves from discussions or decisions where a conflict of interest exists. Annual conflict of interest disclosures will be required, and members have an ongoing duty to report any new potential conflicts that arise
2. No Simultaneous Roles: IOB members cannot simultaneously serve in any capacity within [Company Name], including as employees, contractors, advisors, or board members.
3 Independence in Agenda-Setting and Reporting: The IOB will have the authority to set its own agenda, determine the matters it will review, and decide how to report its findings and recommendations While the IOB may receive input and requests for advice and review from [Company Name]'s board or Ethics Committee, it retains full autonomy in its work and is not beholden to their approval.
4 Separate Communication Channels: The IOB will maintain secure communication channels, such as dedicated email addresses and a confidential portal for receiving concerns or complaints about Ethics Committee members This ensures that the IOB can communicate freely without the potential for interference or monitoring by [Company Name]’s staff, Board, or Ethics Committee.
5 Independent Legal Counsel and Support: If needed, the IOB will have access to independent legal counsel to advise on its duties, authorities, and potential liabilities within a designated budget. This legal support will be separate from [Company Name]'s counsel to avoid conflicts of interest This legal support will be privileged between the legal counsel and the IOB members. A neutral 3rd party may be selected to manage the budget and disperse funds for the IOB
6 Transparency about IOB's Role and Activities: [Company Name] will publicly disclose the existence, role, and membership of the IOB, as well as a summary of its activities and findings, in its annual reports and website This transparency demonstrates the organization's commitment to independent oversight and accountability
Roles and Functions
1 Advisory Role to the Board:
● The IOB can provide an independent assessment of any of the Ethics Committee's reports and recommendations and may advise the [Company Name] Board to ensure an objective and independent perspective is represented
○ The [Company Name] Board must make a formal request for advice when it seeks advice from the IOB
○ The IOB must make a formal request to provide unsolicited advice for a high standard of record keeping
○ The IOB must record all requests for advice and notes on advice provided
2. Transparency and Accountability Enhancer:
● The IOB annually reviews the structure, processes, independence, and effectiveness of the Ethics Committee, suggesting improvements or changes to ensure it remains effective and independent. The IOB reviews committee reports of its findings and recommendations to the board and the wider organization, ensuring transparency
○ This includes reviews of any proposed amendments to the Ethics Committee Charter, operational processes used by the Committee, grievance reporting processes, Transformative Justice protocols and corrective action procedures, documentation and reporting processes, conflict of interest declarations by committee members, budget and allocation of committee funds, and communications between the Ethics Committee and [Company Name] leadership.
○ Reports by the IOB should be thorough while being as succinct as possible
● The IOB reviews the Ethics Committee's findings and recommendations on ethical grievances and consequences and outcomes of Transformative Justice protocols. The IOB reviews the effective functioning of the Ethics Committee and processes, not auditing whether the decision was correct. If there is concern for a significant ethical oversight, the IOB can submit their concern to the Committee and [Company Name] Board
● The IOB reviews all written communications, including ethics recommendations, between the Ethics Committee and [Company Name] leadership
● The IOB reviews the Ethics Committee's annual report, providing an additional layer of scrutiny and perspective.
● If the IOB has concerns about any actions the Board takes regarding the funding of the Ethics Committee, the IOB can make a formal recommendation for changes to the [Company Name] Board and Ethics Committee.
● If the IOB has significant concerns not addressed by the Ethics Committee or Board of Directors following repeated reasonable attempts to address or remedy them, the IOB should include their concerns in their annual report, which is made public via [Company Name]’s website Additionally, they may make their concerns public through other public communications channels that allow the [Company Name] Board and Ethics Committee to respond and inform the public Public documentation supports external accountability for the entire system
3. Communication and Mediation:
● In instances of disagreement or conflict between the Board and the Ethics Committee, the IOB can serve as a mediator or partner with a professional mediator who can provide an unbiased perspective and facilitate resolutions.
● The IOB will provide an annual summary of its activities and findings and document its actions appropriately for future IOB member reference. It will provide [Company Name]’s board and leadership with a copy to keep in its records, publish in its annual reports, and publish on its website
● IOB will provide the Ethics Committee and [Company Name] Board with an annual audit of its hours, per member and by activity
4 Crisis Management:
● In cases of ethical crises or significant controversies involving [Company Name] governance, the IOB can play a critical role in assessing the situation, advising on the response, and ensuring that the organization's ethical standards are upheld.
Member Election, Criteria, and Qualifications
The Independent Oversight Body should be composed of a diverse group of individuals with relevant professional experience who are committed to ethics. IOB membership should balance genders, races/ethnicities, ages, cultural perspectives, and experiences
Member Election: Potential IOB members will be nominated by the core voting members of the Ethics Committee, or an open call can be made if necessary The Ethics Committee will conduct its own vetting and interview process. The Ethics Committee semi-final candidates must then be reviewed by an independent third party with suitable experience in organizational ethics, as well
as the [Company Name] Board for comments and feedback before the committee’s final selection.
Professional expertise, qualifications, and qualities:
● Demonstrated expertise in healthcare ethics, health equity ethics, research ethics, organizational governance, psychedelic medicine, drug policy, or related fields Advanced degrees in relevant disciplines are preferred.
● Proven track record of leadership in their field and ability to analyze complex issues from multiple angles
● Experience serving on ethics committees, review boards, or advisory councils is a plus.
● Professional experience with conflict resolution or mediation is a plus
● Strong written and verbal communication skills Ability to clearly articulate positions and build consensus among people with diverse views.
● Strong ethical reasoning and decision-making skills and interpersonal and communication skills
● Highest standards of personal and professional integrity Willing to question the status quo and speak up even when their opinion may be unpopular Strong analytical skills and systems-thinking skills.
● Passionate commitment to the ethical advancement of psychedelic therapy Eager to volunteer time to serve the greater good
● Diversity of personal and professional backgrounds is needed to represent different kinds of people or groups informing and being impacted by [Company Name]'s work
● Demonstrated alignment with [Company Name]'s core values of integrity, compassion, excellence, experience-affirming, and innovation
Exclusion criteria for being considered for a role in the IOB include:
● Individuals who currently and have ever received any form of compensation from [Company Name], its affiliates, management, board, advisors, or the [Company Name] Ethics Committee
● Individuals who currently and have ever sat on any advisory or governance bodies of [Company Name]
● Individuals who are and have ever participated in any of [Company Name]’s training programs
● Individuals who have close family members (e.g., spouses, children, parents, siblings) currently or previously employed by or serving on any governance bodies of [Company Name]
● Individuals who hold significant financial interests (e.g., investments, partnerships) in [Company Name] or its direct competitors
● Individuals who have been involved in any legal disputes or public controversies with [Company Name]
● Individuals who have publicly expressed strong opinions, either positive or negative, about [Company Name] or its practices, which could be perceived as bias
● Individuals who have accepted significant gifts, favors, or entertainment from [Company Name], its executives, advisors, board members, employees, contractors, students, or alumni
● Individuals who have any other personal, professional, or financial relationships with [Company Name] that could be perceived as compromising their objectivity and independence
● Individuals who have been clients of a guide certified or trained by [Company Name] or any of its prior iterations
● Individuals who serve on oversight or advisory bodies of organizations with competing or conflicting interests to [Company Name]
● Individuals who are currently or were previously involved in any joint ventures, research projects, or other collaborative initiatives with [Company Name]
● Individuals who have signed non-disclosure agreements (NDAs) with [Company Name] that could limit their ability to discuss or report on some issues
● Individuals who have any political or strong activist affiliations that could lead to a perceived conflict of interest in their role on the oversight body
● Individuals with a history of professional ethical misconduct