AAccountable. Answers for the outcome. One party per activity, without exception.
RResponsible. Does the work that produces the outcome.
CConsulted. Contributes judgment before the decision is made.
IInformed. Receives the result through the reporting system.
| Oversight Domain | Full BoardOversight · WHO | Risk / Audit CommitteeDelegated Review | CEO & Executive ManagementOperation · HOW | AI Oversight Program OwnerProgram of Record | Internal AuditIndependent Assurance | General Counsel & ComplianceDuty & Defensibility |
|---|---|---|---|---|---|---|
| Board OversightExercise the duty of oversight. Demand reporting that meets the Informed Decision Standard. | AHolds the fiduciary duty of oversight | RRuns the review cadence and challenge process | CPresents the state of the system | RSupplies decision-grade reporting | IReceives oversight expectations | CAdvises on Caremark exposure |
| Risk AppetiteSet AI risk appetite and tolerance, including limits on automated decisions. | AApproves appetite and tolerance | RShapes and stress-tests the recommendation | RProposes appetite from strategy | CTranslates appetite into program limits | ITests limits in later assurance work | CConfirms limits align with regulatory obligations |
| Policy GovernanceApprove policy direction and keep the policy architecture current as obligations change. | AApproves policy direction and decision rights | CReviews the policy suite before approval | RIssues and enforces policy | RDrafts and maintains the policy architecture | IAudits against the approved policy set | CConfirms legal sufficiency |
| Control AssuranceObtain independent evidence that controls hold, including automated and embedded controls. | IReceives confidence signals | AOwns the assurance agenda and evidence quality | CRemediates what assurance surfaces | CProduces audit-ready evidence | RPerforms independent testing | ITracks findings with legal consequence |
| Regulatory ReadinessMaintain the accountability narrative and respond as enforcement expectations rise. | COwns the governance story regulators will test | IMonitors examination outcomes | AAnswers to regulators for the institution | CMaintains lifecycle and explainability records | IAligns audit plan to regulatory change | RTracks obligations and manages engagement |
| Third-Party GovernanceGovern Builder dependencies as a Buyer. Extend the accountability chain through the supply line. | ISees concentration and dependency exposure | CChallenges reliance on critical suppliers | AOwns the dependency portfolio | RSets supplier guardrails and monitors embedded AI | CValidates supplier controls and exit scenarios | CBuilds guardrails into contracts |
| AI & Data OversightApply the Informed Decision Standard to material AI-enabled decisions. Close the Velocity Gap without ceding the decision. | AAnswers for material AI decisions | RReviews escalations and model accountability | COperates within approved decision limits | RRuns escalation, monitoring, and decision records | CChecks automated controls and data usage | CAdvises where accountability is created |
| Resilience PlanningProve service accountability under disruption. Plan fallback controls where AI fails. | IConfirms critical services are prioritized | CTests disruption tolerance against appetite | AAnswers for continuity of service | RPlans fallback controls and substitute providers | CConfirms response readiness | ISupports incident disclosure duties |
The WHAT and WHO line
Oversight governance is the WHAT and the WHO: what must be governed, and who is accountable for governing it. Everything to the right of the CEO column is the HOW, and it belongs to management. A board that reaches into the HOW is not governing better; it is governing the wrong layer.
A committee is a decision right, not a defense
The committee column on this matrix assigns review responsibility. It does not constitute governance. That is the Committee Fallacy: treating the existence of a committee as evidence that oversight is occurring. The evidence is the program, its reporting, and the decisions it can show it made. The program is the governance.
Center for AI Oversight
Oversight Governance RACI · v1.0 · August 2026