AI Risk Governance Charter
Enterprise Mandate & Authority
Document Control
| Field | Details |
|---|---|
| Document Type | Governance Charter |
| Applies To | Enterprise-wide AI Strategy and Risk Management |
| Effective Date | 2026-01-15 |
| Version | v2.0 |
| Framework Alignment | NIST AI RMF 2.0, EU AI Act, ISO/IEC 42001 |
1. Mission Statement
The Mission of the Enterprise AI Governance function is to accelerate the safe and responsible adoption of Artificial Intelligence. We exist to ensure that all AI systems—whether developed internally, acquired from vendors, or embedded in software—operate within the organization's risk appetite, comply with applicable laws and ethical standards, and deliver value without compromising the trust of our customers, employees, or stakeholders.
2. Mandate and Authority
By order of the Executive Committee, the AI Governance Board and its delegated bodies are granted the following authorities:
2.1 Policy Authority
The Board has the authority to define, approve, and enforce enterprise-wide policies regarding the use, development, and procurement of AI, including:
- Prohibited AI practices and use cases
- Risk classification standards and thresholds
- Minimum control requirements by risk tier
- Data handling requirements for AI systems
- Third-party AI vendor requirements
2.2 Approval & Veto Rights ("Gatekeeper Authority")
Pre-Production Gate Control:
- No AI system classified as High or Critical risk may proceed to production without the explicit approval of the AI Risk Review Board or the AI Governance Board
- No agentic AI system with autonomous action capabilities may deploy without documented action boundaries and kill switch verification
Stop-Work Authority:
- The AI Governance Board (and the AI Risk Officer) possesses the authority to halt the development or shut down the operation of any AI system that poses an immediate, unmitigated threat to the enterprise, regardless of its development stage
- Stop-work orders take effect immediately and remain in force until remediation is verified
2.3 Access to Information
Governance bodies are authorized to request and review all necessary:
- Documentation, code, and configuration
- Data samples (within privacy constraints)
- Testing results and evaluation metrics
- Vendor contracts and technical specifications
- Incident reports and monitoring data
2.4 Regulatory Representation
The AI Risk Officer is authorized to:
- Serve as the primary liaison with regulatory bodies (EU AI Office, national competent authorities)
- Submit required notifications and registrations
- Coordinate responses to regulatory inquiries
- Report serious incidents as required by law
3. Scope of Governance
This Charter applies to all AI Systems (as defined in the Operating Model) under the control of the enterprise.
3.1 Inclusions
| Category | Examples |
|---|---|
| Proprietary models | Models developed by engineering/data science teams |
| Third-party vendor tools | AI as core differentiator or decision-maker |
| Generative AI (LLMs) | Content creation, coding, summarization |
| Agentic AI | Autonomous agents, multi-agent systems, tool-using AI |
| GPAI Models | General-purpose AI models (per EU AI Act definition) |
| Shadow AI | Citizen-developed automations utilizing AI endpoints |
3.2 Exclusions
| Exclusion | Conditions |
|---|---|
| Standard IT automation | Deterministic logic only |
| Non-AI analytics | Basic business intelligence/dashboards |
| R&D sandboxes | Strictly isolated from production, no real customer/employee data |
4. Governance Structure and Membership
4.1 Executive AI Governance Board (Strategy Level)
| Attribute | Details |
|---|---|
| Role | Supreme decision-making body for AI strategy and risk appetite |
| Chair | Executive Sponsor (e.g., CRO or CIO) |
| Quorum | Chair + 50% of voting members |
| Escalation | Decisions that cannot be resolved go to CEO/Board of Directors |
Voting Members:
- Chief Risk Officer (CRO)
- Chief Information Officer (CIO) / CTO
- Chief Legal Officer / General Counsel
- Chief Data Officer (CDO)
- Chief Information Security Officer (CISO)
- Chief Privacy Officer / DPO
- Head of Product/Engineering
4.2 AI Risk Review Board (Tactical/Execution Level)
| Attribute | Details |
|---|---|
| Role | Working group reviewing individual use cases, models, and evidence packs |
| Chair | AI Risk Officer (AI Governance Lead) |
| Quorum | Chair + Legal + Security + Privacy |
Standing Members (SMEs):
- Privacy Operations Lead
- Cybersecurity Architect
- Data Governance Lead
- Legal Counsel (Product/IP)
- Model Risk Management Lead
- Compliance Officer
5. Roles and Responsibilities
| Role | Primary Responsibility |
|---|---|
| AI Risk Officer | Orchestrates governance process; sets agendas; maintains risk register; holds the "pen" on policy; serves as primary tie-breaker for tactical disputes; liaison with regulators |
| Business/Product Owner | Accountable for risk of specific AI system; provides resources for testing, documentation, and monitoring; accepts residual risk |
| Domain AI Stewards | Embedded champions ensuring teams follow intake and inventory process before reaching Review Board |
| Internal Audit | Independent assurance that governance framework operates effectively and Board adheres to charter |
| Legal Counsel | Regulatory interpretation, EU AI Act conformity assessment, contractual requirements |
| Security Lead | Adversarial testing, prompt injection defense, access control, incident response |
| Privacy Lead | DPIA/FRIA completion, data minimization, consent verification, cross-border compliance |
6. Guiding Principles (Decision Framework)
When conflicting priorities arise (e.g., Speed vs. Safety), the Board and its delegates prioritize decisions based on the following hierarchy:
| Priority | Principle | Description |
|---|---|---|
| 1 | Legality & Safety | We will not deploy AI that violates the law or physically/psychologically endangers humans |
| 2 | Ethics & Fairness | We will not deploy AI that exhibits unmitigated bias against protected classes |
| 3 | Security & Privacy | We will not deploy AI that compromises data confidentiality or system integrity |
| 4 | Human Oversight | We will maintain meaningful human control over high-stakes AI decisions |
| 5 | Transparency | We must be able to explain (or at least document) why an AI system behaves the way it does |
| 6 | Commercial Value | Once the above are satisfied, we prioritize high-value delivery |
7. Meeting Cadence and Reporting
| Body | Cadence | Reporting |
|---|---|---|
| Executive Board | Quarterly (ad-hoc for Critical escalations) | Board receives "State of AI Risk" report |
| Review Board | Weekly (or as required by volume) | Weekly summary to AI Risk Officer |
| Domain Stewards | Bi-weekly | Monthly inventory reconciliation |
7.1 State of AI Risk Report (Quarterly)
The AI Risk Officer submits a report to the Executive Committee detailing:
- Inventory growth and coverage
- High/Critical risks accepted
- Exceptions granted and status
- Incidents and remediation status
- Regulatory developments and compliance status
- Emerging risks and recommended actions
8. Voting and Conflict Resolution
8.1 Decision Process
| Step | Process |
|---|---|
| 1. Consensus | Boards strive for consensus |
| 2. Majority Vote | If consensus fails, simple majority vote applies |
| 3. Chair Decides | Chair breaks ties |
8.2 Veto Powers
| Role | Veto Authority |
|---|---|
| Legal | Regulatory/contractual compliance matters |
| Security | Infrastructure/threat integrity matters |
| Privacy | Data rights/consent/GDPR matters |
| Ethics | Fundamental rights impact (High/Critical AI) |
8.3 Appeal Process
If a Business Owner disagrees with a veto/rejection:
- Formal appeal submitted within 5 business days
- Appeal reviewed by Executive AI Governance Board
- Board decision is final
- All appeals documented in governance record
9. EU AI Act Specific Authorities
9.1 Prohibited Practices Enforcement
The AI Governance Board has absolute authority to prevent deployment of AI systems that fall within EU AI Act prohibited categories (Article 5), regardless of business justification.
9.2 High-Risk AI Conformity
The AI Risk Review Board is authorized to:
- Determine high-risk classification per Annex III
- Require conformity assessment procedures
- Mandate quality management system implementation
- Order post-market monitoring
9.3 GPAI Model Governance
For General-Purpose AI models, the AI Risk Officer is authorized to:
- Determine GPAI classification and systemic risk status
- Ensure technical documentation compliance
- Coordinate with EU AI Office on notifications
- Manage downstream provider obligations
10. Agentic AI Specific Authorities
10.1 Autonomous Action Approval
The AI Risk Review Board must approve:
- Action boundaries and permission scopes
- Tool access and integration points
- Human-in-the-loop requirements
- Kill switch mechanisms
10.2 Multi-Agent System Oversight
For multi-agent orchestrations:
- All agent identities must be registered
- Communication protocols must be documented
- Cascade failure prevention verified
- Orchestrator oversight mechanisms approved
11. Three Lines of Defense Model
| Line | Role | Responsibility |
|---|---|---|
| First Line | Business/Product Owners, Domain Stewards | Own and manage AI risks in their operations |
| Second Line | AI Risk Officer, Legal, Compliance, Privacy | Provide oversight, set standards, challenge first line |
| Third Line | Internal Audit | Independent assurance of governance effectiveness |
12. Amendments
This Charter is a living document:
- Reviewed annually by the AI Governance Board
- Amendments require approval of Executive Sponsor and Chief Risk Officer
- Emergency amendments may be made by Executive Sponsor with ratification at next Board meeting
- All amendments tracked in document history
13. Approvals
| Role | Name | Signature | Date |
|---|---|---|---|
| Executive Sponsor | __________________ | __________________ | __________ |
| Chief Risk Officer | __________________ | __________________ | __________ |
| Chief Legal Officer | __________________ | __________________ | __________ |
| Chief Information Security Officer | __________________ | __________________ | __________ |
| Chief Privacy Officer | __________________ | __________________ | __________ |
Document History
| Version | Date | Author | Changes |
|---|---|---|---|
| 1.0 | 2025-06-15 | AI Governance Office | Initial release |
| 2.0 | 2026-01-15 | AI Governance Office | Added EU AI Act authorities, agentic AI governance, Three Lines of Defense |
Next Step: Proceed to Artifact 3: AI Risk Classification & Tiering Matrix
CODITECT AI Risk Management Framework
Document ID: AI-RMF-02 | Version: 2.0.0 | Status: Active
AZ1.AI Inc. | CODITECT Platform
Framework Alignment: NIST AI RMF 2.0 | EU AI Act | ISO/IEC 42001
This document is part of the CODITECT AI Risk Management Framework. For questions or updates, contact the AI Governance Office.
Repository: coditect-ai-risk-management-framework Last Updated: 2026-01-15 Owner: AZ1.AI Inc. | Lead: Hal Casteel