arrow-progressICR Board Procedures v3.2

Summary

The ICR Board is an independent board responsible for the governance of the ICR program requirements, including the criteria, rules, and procedures for methodology and project development

Version no.

3.2

Date of Version

6. March 2026

Introduction

The International Carbon Registry (ICR) specializes in managing greenhouse gas (GHG) programs and providing registration services for climate projects and issuance of carbon credits and certificates. It employs ISO-standardized protocols to enhance the integrity and reliability of carbon credit issuance and verification, ensuring projects meet stringent quality and integrity standards. This focus supports the voluntary carbon market's credibility and advances ICR's GHG program, delivering tangible environmental and social benefits. Through its work, ICR is critical in promoting sustainable practices and using carbon markets strategically to mitigate the impacts of climate change.

The ICR Board is an independent board responsible for:

  • Approving the rules, criteria, and procedures by which ICR evaluates and adopts new methodologies;

  • Approving the rules, criteria, and procedures by which ICR evaluates and registers projects.

The ICR Board is not responsible for any decisions regarding the strategic direction of the organization. The ICR Board of Directors is the governing entity responsible for strategy, financial oversight, and long-term business direction for ICR. As such, all decisions regarding ICR program management are entirely independent of financial and strategic interests.

The purpose of this document is to define the responsibilities of the ICR Board and structure the Board’s decision-making process.

Figure 1: Organizational chart

ICR Board

The ICR Board shall meet as necessary, but no less than biannually, to discuss the ICR program When the Board is considering a significant number of new methodologies, adjustments to program documentation, and incoming projects, the frequency of Board meetings may be adjusted.

The ICR Board guides the ICR program according to the recommendations of the Program Advisory Panel (PAP) and ICR’s Chief Executive Officer (CEO). In this context, the ICR Board shall:

  • Issue the final decision regarding all revisions, amendments, and additions to requirements and procedures in the ICR program;

  • Oversee, approve, publish any new documentation related to the ICR program, including requirements, procedures, methodologies, and standards;

  • Approve all new methodologies and revisions to existing methodologies, in accordance with the ICR Methodology Approval Process, and with appropriate consideration of the recommendations submitted by the PAP;

  • Set requirements for the approval of validation and verification bodies (VVBs), following the applicable accreditation standards. Operationalize the procedures and standards for approval, and issue the final decision regarding any suspension or withdrawal of approval;

  • Review internal audit reports and operationalize any necessary program adjustments;

  • Review the Annual Program Integrity Report and document any resulting program adjustments.

Members of the ICR Board shall not participate in decisions concerning projects, methodologies, or entities with which they have been professionally or financially associated within the previous two years. Members shall not be employees of or hold executive leadership positions within ICR.

Board members shall maintain impartiality in all their advisory to the ICR. Impartiality shall include independence from commercial, financial, or organizational pressures that could influence judgment. All members shall sign an impartiality statement. Members shall also complete annual declarations of interest and update such declarations promptly if circumstances change. Conflicts of interest and recusals shall be documented in meeting records.

The appointment of ICR Board members occurs every twelve months, and the term is twelve months. The term can be renewed upon mutual agreement with the ICR Board of Directors. Renewal of membership shall be decided based on member performance, ongoing impartiality, and program needs.

Program Advisory Panel (PAP) Recommendations

The PAP is a group of technical experts in climate solutions and carbon markets who provide recommendations to the ICR Board regarding program development, including the methodology and project approval processes. The PAP procedures are available in the ICR Program Advisory Panel procedure.

The PAP consults on matters of program governance by providing the ICR Board with recommendations related to methodology and project development and independently adjudicating grievances. The ICR Board shall strive to follow the recommendations from the PAP. The Board shall take due account of PAP recommendations and document where Board decisions deviate materially from those recommendations.

The PAP operates independently of the ICR Board in its technical review and appeals adjudication functions. While advising the ICR Board, its technical opinions and appeal determinations are not to be influenced by ICR management or operational staff.

ICR Board Meeting Procedures

Decisions by the ICR Board shall be made by consensus whenever possible. If all efforts to reach a consensus have been exhausted and no agreement has been reached, decisions shall be made by a majority vote of the members present and voting at the meeting.

All decisions of the ICR Board concerning management of the ICR program that are not confidential should be made publicly available. The working language of the ICR Board is English, and documentation is published in English.

The ICR Board of Directors appoints members of the PAP based on recommendations submitted by the ICR CEO. The ICR Board of Directors prioritizes appointing members with relevant expertise, and considers gender and regional balance. The ICR Board of Directors shall appoint PAP members in accordance with the procedures described in the ICR Program Advisory Panel, and ensure that all safeguards related to members’ competence, independence, and impartiality are met.

The ICR leadership assesses issues for review by the ICR Board and ensures that members promptly receive documentation for consideration.

The ICR CEO is responsible for organizing and facilitating meetings and preparing and disseminating agendas and minutes. The CSO is responsible for developing draft updates to the ICR program requirements, processes, and guidelines, recommendations from the PAP, and managing for consideration and/or approval by the ICR board. When processing appeals, the CEO and operational staff involved in the original decision shall not participate in deliberations.

The CEO shall organize and host each meeting of the ICR Board. The meeting agenda shall, at a minimum, include the following:

  1. Revisions to the ICR program

  2. Methodologies, modules, tools, and revisions for review and approval

  3. Review of PAP recommendations (where applicable)

  4. Review of appeals (where applicable)

  5. Other issues

Before providing any review concerning revisions of documentation or proposals for new methodologies (revisions), members shall confirm the absence of a personal conflict of interest with respect to any decisions.

Methodology Approval

After a methodology passes the “completeness and program conformity review” step in the methodology approval process, the CSO shall present all relevant documentation about the revised or proposed methodology to the ICR Board. The documentation provided to the ICR Board will have incorporated public stakeholder input during the methodology approval process, as described in the ICR Methodology Approval Process.

The Board’s documentation of the methodology approval decision shall include, at minimum:

  1. The final proposed methodology (and any associated modules/tools)

  2. The Validation Report (ValR) issued by the approved VVB

  3. The public stakeholder consultation record (comments received and responses)

  4. The ICR completeness and program conformity review report

  5. The PAP technical opinion and recommendation

The ICR Board shall take due account the disclosed documentation and decide to either:

  1. Approve the proposed new methodology (revision).

  2. Reject the proposed new methodology (revision).

  3. Request further information and provide guidance on issues to be addressed.

The ICR Board shall take due account of the PAP technical opinion and recommendation prior to making its decision. Where the ICR Board deviates from the recommendation of the PAP, the rationale for such deviation shall be documented in the Board decision record.

If the ICR board approves the proposed new/revised methodology, the methodology developer is informed, and the approved new/revised methodology is published on the ICR website within seven days of the approval, and the list of ICR approved methodologies is updated accordingly. The Board decision, together with reference to the PAP technical opinion, shall be retained as part of the official program record.

The Board shall ensure that methodology approvals are made in accordance with the current ICR Methodology Approval Process and that the mandatory concept note stage, completeness and program conformity review, and PAP technical review have been completed prior to final approval.

Appeals and Grievance Outcomes

Appeals related to decisions concerning project validation and verification, issuance or non-issuance of carbon credits, compliance with ICR standards and methodologies, and outcomes of the ICR grievance process shall be adjudicated by the PAP in accordance with the ICR Grievance Process procedure and the ICR Program Advisory Panel procedure.

The PAP shall issue written decisions on each appeal, including the rationale for the determination.

The ICR Board shall not reassess the technical merits of an appeal decision. The Board may review whether the appeals procedure was conducted in accordance with established ICR rules where a credible allegation of procedural irregularity is raised.

The PAP shall provide an annual summary report to the Board describing the number and nature of appeals and determinations, while preserving confidentiality where applicable.

Revisions to the ICR Program

The CSO shall prepare all relevant documentation for the ICR Board on the proposed revisions to the ICR program documentation for which ICR has drafted amendments, along with comments received from the PAP and any public comments received during public consultation.

The ICR Board shall take due account of any recommendation from the PAP and input from relevant stakeholders when approving revisions. Revisions adopted by the Board that deviate materially from PAP recommendations shall be accompanied by documented rationale.

Appendix – Document History

Version

Date

Comment

1.0

20.2.2022

First version.

2.0

14.10.2022

Alignment with revised ICR requirement document and ICR methodology requirements.

3.0

15.2.2024

Alignment with ICR QMS and new organizational chart.

3.1

1.6.2025

Revised organizational chart.

3.2

6.3.2026

Integration of PAP technical review and grievance adjudication roles, clarifications on roles and responsibilities for the ICR Board, Revised organizational chart

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