OpenTitan Governing Board Terms of Reference

Purpose

The OpenTitan Governing Board is part of the OpenTitan Governance structure and is responsible for all oversight of the Project including setting its strategy.

Expectations and Conduct

All OpenTitan spaces, including the Governing Board, are covered by the OpenTitan code of conduct to ensure a welcoming and respectful community.

Membership

The current Governing Board membership is:

• Claus Dietze (Giesecke & Devrient)
• Jay Alphey (lowRISC)
• Miguel Osorio (Google)
• Ran Klier (Nuvoton)

Appointing members

Membership of the Governing Board consists of one member appointed by each member organisation entitled under the terms of their membership agreement.

Meetings

Governing Board meetings will be held as required, but the bulk of Governing Board review is expected to be by circulated information. Minutes should be kept in a form accessible to Governing Board members but will be considered confidential to this group.

Notification of meetings

Agenda items should be submitted at least three days in advance of the meeting. The Chair should circulate the agenda at least two days in advance of the meeting.

Voting and quoracy

The Governing Board aims to take decisions by consensus. Where a vote is required, voting uses the following rules unless otherwise specified.

• Voting may be at a meeting or offline.
• If voting is offline, at least two weeks’ notice is required
• For a vote to be quorate, it requires:
  • At least 60% of Governing Board members to attend a meeting or respond to an offline vote
• For a vote to pass, it requires
  • At least 75% of those Governing Board members who attend or who respond to an offline vote to be in favour

All Governing Board members have equal authority and chair has no enhanced voting rights as a result of their position.

Communication

Decisions and action points should be recorded and distributed to Governing Board members no later than a week after the meeting. Where Governing Board decisions affect the broader OpenTitan community, the Chair should ensure that information is sent, or documentation updated, in a timely manner.

Key Responsibilities

Arbitration of the RFC process

If the OTTC escalate approval of an RFC, the Governing Board will investigate and ensure a decision.

Management of the Project’s technical roadmap

The Governing Board maintains and publishes the roadmap, reviewing proposals and ensuring that a plan of record is published.

Management of the governance structure

The Governing Board manages OpenTitan governance, making changes as required and reviewing changes proposed by others.

Modifying the terms of reference

The OpenTitan Technical Charter is the definitive reference for OpenTitan governance. The Governing Board Terms of Reference are set by the Governing Board within the bounds of the Technical Charter.