Responsible Procurement, Ethics and Governance

Introduction

Procurement is not merely the acquisition of goods and services at the lowest attainable price. It is an institutional decision system that allocates organisational resources, creates commercial relationships and influences labour conditions, environmental outcomes, public trust and corporate reputation. Because procurement decisions involve substantial expenditure and interactions with suppliers, agents and public officials, they are especially exposed to fraud, bribery, conflicts of interest, coercion, human-rights abuse and misleading sustainability claims.

Responsible procurement integrates commercial performance with integrity, accountability, social responsibility and environmental stewardship. It requires an organisation to know not only what it buys and from whom, but also how value is created throughout the supply network. This chapter examines the governance mechanisms that make procurement responsible: transparency, segregation of duties, conflict-of-interest controls, anti-bribery systems, auditability, human-rights due diligence, modern-slavery prevention, supplier diversity, circular procurement, carbon reduction, credible ESG claims and supplier codes of conduct.

Responsible procurement is therefore both an ethical obligation and a strategic capability. Weak governance can create financial losses, regulatory sanctions and reputational damage. Strong governance can improve resilience, innovation, supplier quality and stakeholder confidence.

Learning Objectives

By the end of this chapter, students should be able to:

1. Explain the relationship between procurement ethics, governance and organisational risk.
2. Design appropriate controls for integrity, transparency and segregation of duties.
3. Identify and manage conflicts of interest and bribery risks.
4. Evaluate human-rights, modern-slavery and supplier-code requirements.
5. Distinguish credible ESG claims from greenwashing.
6. Apply circular procurement, supplier-diversity and carbon-reduction principles.
7. Develop auditable responsible-procurement processes and performance measures.
8. Critically assess the limitations of compliance-based approaches.

1. The Meaning and Scope of Responsible Procurement

Responsible procurement is the systematic incorporation of ethical, social, environmental and governance considerations into procurement strategy, sourcing, contracting, supplier management and contract closure. It extends beyond legal compliance. Law establishes minimum requirements; responsibility also concerns fairness, proportionality, transparency and the prevention of foreseeable harm.

Its principal dimensions are:

Responsible procurement applies across the supply chain, although the organisation’s ability to control impacts decreases with distance from the contracting entity. This makes risk-based prioritisation essential. A global commodity supplier with complex subcontracting may require more due diligence than a local office-supply vendor, even if the contract value is lower.

2. Ethical Foundations and Governance Logic

2.1 Ethical theories in procurement

Several ethical perspectives help managers evaluate procurement decisions.

Duty-based ethics asks whether a decision respects rules, rights and obligations. A procurement officer should not accept a gift from a bidder even if the gift does not alter the outcome, because impartiality is an institutional duty.

Consequentialist ethics evaluates foreseeable outcomes. Selecting a very low-cost supplier may appear efficient, but the decision is ethically defective if the cost advantage depends on forced labour, unsafe factories or severe pollution.

Justice and fairness concern equal treatment, non-discrimination and proportionality. Comparable suppliers should face comparable information, deadlines and evaluation standards.

Virtue ethics focuses on the character of decision-makers and the organisational culture that encourages honesty, courage and professional judgement. Controls are necessary, but a culture that rewards aggressive savings at any cost can undermine them.

2.2 Agency and stakeholder perspectives

Procurement involves an agency relationship: employees make decisions on behalf of the organisation, while suppliers may possess information unavailable to the buyer. This information asymmetry creates opportunities for self-dealing, collusion and concealed performance problems. Governance reduces agency risk through authorisation limits, evidence requirements, independent review and monitoring.

Stakeholder theory broadens the analysis. The relevant stakeholders include shareholders, employees, suppliers, workers in supplier facilities, customers, regulators, local communities and the natural environment. A procurement decision that benefits the buying organisation but harms vulnerable workers may be commercially attractive in the short term yet strategically unsustainable.

2.3 The three lines of responsibility

A practical governance model uses three lines:

1. First line—operational management: procurement and business users identify risks, follow procedures and retain evidence.
2. Second line—risk, compliance and sustainability functions: these functions establish policies, advise on controls and challenge decisions.
3. Third line—internal audit: internal audit independently evaluates whether governance and controls are designed and operating effectively.

The board, audit committee or equivalent governing body provides oversight and sets the organisation’s risk appetite. External auditors, regulators and civil-society stakeholders provide additional scrutiny but do not replace management responsibility.

3. Integrity, Transparency and Segregation of Duties

3.1 Integrity controls

Integrity means that decisions are made honestly, consistently and for legitimate organisational purposes. Essential controls include:

• a procurement policy approved by an appropriate authority;
• documented sourcing thresholds and approval levels;
• standard tender and evaluation procedures;
• clear specifications that do not unfairly favour one supplier;
• controlled access to bid information;
• written justification for exceptions and single-source awards;
• secure records of communications and decisions;
• supplier and employee reporting channels; and
• disciplinary consequences for violations.

A policy without implementation is not an effective control. Employees must receive training, managers must model the expected behaviour and violations must be investigated consistently.

3.2 Transparency

Transparency does not mean publishing every commercially sensitive document. It means providing sufficient, accurate and timely information to permit legitimate review. A transparent tender normally records the business need, market approach, selection criteria, evaluation results, approvals, conflicts, deviations and contract award rationale.

Transparency should be designed around the decision rather than the volume of documentation. Excessive paperwork can produce superficial compliance, while inadequate documentation prevents challenge and learning. Digital procurement systems can create time-stamped audit trails, but electronic records are valuable only when access rights, data quality and retention rules are properly managed.

3.3 Segregation of duties

Segregation of duties separates incompatible activities so that one person cannot initiate, approve, execute and conceal an improper transaction. A typical purchasing cycle separates:

Perfect separation may be impractical in a small organisation. Compensating controls can include second-person approval, independent monthly review, supplier-bank-detail verification, rotation of responsibilities and more frequent audits. The principle is not that every task must have a different employee, but that no individual should control the complete transaction and its evidence.

4. Conflicts of Interest and Anti-Bribery Controls

4.1 Conflicts of interest

A conflict of interest occurs when a private, financial, family or other interest could improperly influence—or appear to influence—an employee’s professional judgement. Conflicts may be actual, potential or perceived. Perceived conflicts matter because trust depends on reasonable observers believing that the process is fair.

Effective controls include annual declarations, event-specific declarations before evaluation, a register of disclosed interests, recusal procedures and independent reassignment of conflicted duties. A declaration does not automatically prove misconduct; it enables the organisation to manage the risk. Failure to disclose is often more serious than the existence of a manageable relationship.

4.2 Gifts, hospitality and facilitation payments

Organisations should define monetary and non-monetary thresholds for gifts and hospitality, require pre-approval in sensitive circumstances, prohibit cash or cash equivalents and impose stricter rules during tenders or contract negotiations. Facilitation payments—unofficial payments to accelerate routine governmental action—are prohibited in many corporate policies and may violate applicable anti-corruption laws.

Third parties create particular risk. Agents, distributors, consultants and customs intermediaries may use payments made on the organisation’s behalf to obtain improper advantages. Due diligence should assess ownership, qualifications, services, compensation, government connections and red flags. Contracts should include compliance representations, audit rights, training requirements, payment controls and termination rights.

4.3 A risk-based anti-bribery system

An effective system generally includes:

1. leadership commitment and a clear code of conduct;
2. risk assessment by country, sector, transaction and third party;
3. proportionate due diligence;
4. financial and operational controls;
5. training and communication;
6. confidential reporting and protection against retaliation;
7. investigation and remediation; and
8. periodic review and improvement.

Controls should address both the giver and the recipient of an improper benefit. Procurement personnel should be able to stop a transaction without fear that challenging a senior executive will damage their career.

5. Auditability, Assurance and Control Testing

Auditability is the ability to reconstruct what happened, who decided, what evidence was considered and whether the decision complied with policy. A useful procurement file should answer five questions:

• What legitimate need was being met?
• How was the market approached?
• Why was this supplier selected?
• Who approved the decision and any deviation?
• What happened after contract award?

Auditability requires reliable records, controlled versions, retention periods, traceable approvals and consistent data. It also requires testing. A control may be documented yet ineffective—for example, a conflict declaration may be completed automatically without meaningful review.

Useful indicators include the percentage of competitive procurements, the rate of unexplained single-source awards, approval overrides, overdue supplier reviews, substantiated allegations, training completion and corrective-action closure. Indicators should be interpreted carefully. A low number of reported incidents may indicate a healthy environment—or a reporting channel that employees do not trust.

6. Human Rights and Modern Slavery

Human-rights due diligence is a continuing process of identifying, preventing, mitigating and accounting for adverse impacts. It should be risk-based and prioritise severity, scale, irremediability and likelihood. A supplier questionnaire is only one source of evidence and cannot, by itself, demonstrate respect for human rights.

Relevant risks include forced labour, child labour, recruitment-fee debt, retention of identity documents, restrictions on freedom of association, discrimination, excessive working hours, unsafe conditions, inadequate wages and harmful community impacts. Risks can occur in raw-material extraction, agriculture, manufacturing, logistics, construction, cleaning and outsourced services.

A mature approach follows these stages:

1. Map: identify suppliers, facilities, products, countries, labour brokers and significant subcontractors.
2. Prioritise: rank risks using sector, geography, workforce vulnerability, spend and leverage.
3. Assess: combine document review, worker engagement, interviews, credible audits and grievance data.
4. Act: prevent or mitigate harm through contract terms, purchasing-practice changes, remediation and supplier development.
5. Track: monitor outcomes rather than merely counting completed assessments.
6. Communicate: report accurately on progress, limitations and unresolved risks.

Modern-slavery programmes must avoid transferring all responsibility to suppliers. Unrealistic prices, short lead times, cancelled orders and unpredictable forecasts can encourage abusive labour practices. Buyer behaviour is therefore part of human-rights due diligence. If abuse is discovered, immediate termination may leave workers without wages or remedy. A responsible response assesses safety, supports remediation and uses termination when continued engagement would cause unacceptable risk or when the supplier refuses corrective action.

7. Responsible Supplier Codes

A supplier code translates organisational expectations into requirements for suppliers and, where relevant, their subcontractors. It should cover labour rights, health and safety, environmental protection, business integrity, data protection, responsible sourcing, grievance mechanisms and cooperation with audits.

A strong code has five features:

• it is aligned with recognised legal and international principles;
• requirements are clear, measurable and proportionate;
• it is incorporated into contracts and purchase orders;
• suppliers receive guidance and have channels for questions and complaints; and
• non-conformance leads to a graduated response, including remediation, capability building, escalation and, where justified, termination.

Codes fail when they are copied from templates, translated poorly, imposed without training or audited only through paperwork. They should be adapted to the supplier’s size, sector and risk profile. Small suppliers may need practical support rather than a complex compliance burden.

8. Diversity, Inclusion and Fair Market Access

Supplier diversity involves meaningful participation by enterprises owned or led by groups that have historically faced barriers, such as women, minorities, Indigenous peoples, persons with disabilities, veterans or disadvantaged communities, subject to applicable law and organisational context. It is not a relaxation of quality, safety or integrity standards.

Practical measures include unbundling oversized contracts, publishing opportunities, using plain-language requirements, allowing reasonable bid preparation time, reducing unnecessary insurance or administrative barriers, conducting outreach and paying suppliers promptly. Diversity targets should be accompanied by definitions, evidence requirements and outcome measures; otherwise claims may be inconsistent or symbolic.

Inclusive procurement can increase innovation and resilience, but it may also create tokenism, supplier dependency or burdensome certification requirements. Managers should evaluate total value, capability development and fair access rather than treating diversity as a purely numerical quota.

9. Circular Procurement and Carbon Reduction

Circular procurement seeks to maintain the value and utility of products and materials for as long as possible. It prioritises needs satisfaction over ownership and considers durability, repairability, modularity, reuse, refurbishment, remanufacture, recycled content and end-of-life recovery.

A circular specification might require a service rather than a product—for example, lighting-as-a-service rather than purchasing lamps. The buyer should then evaluate performance, maintenance, energy use, material recovery and total life-cycle cost. Circularity can fail if ownership, residual-value responsibilities and product take-back obligations are unclear.

Carbon reduction requires distinguishing emissions across the value chain. Common categories are:

• Direct emissions: from sources owned or controlled by the organisation.
• Purchased-energy emissions: associated with acquired electricity, heat or steam.
• Other value-chain emissions: including purchased goods, transport, business travel, use of sold products and disposal.

Procurement often influences the third category. Buyers can reduce emissions through demand reduction, efficient specifications, renewable energy, low-carbon materials, logistics consolidation, supplier engagement and credible product-level information. Carbon claims should specify the boundary, baseline, time period, calculation method and treatment of renewable-energy instruments or offsets. A claim of “carbon neutral” is not equivalent to absolute emissions reduction.

10. ESG Claims and Greenwashing

An ESG claim is credible only when it is specific, substantiated, comparable and not misleading. Terms such as “sustainable,” “ethical,” “eco-friendly” and “net zero” can conceal important exclusions or assumptions.

A robust claim identifies:

• the object covered, such as a product, facility or corporate group;
• the geographic and life-cycle boundary;
• the baseline and reporting period;
• the metric and method of calculation;
• the evidence and assurance level; and
• limitations, trade-offs and future dependencies.

Greenwashing occurs when communication creates a more favourable impression than the evidence supports. Examples include highlighting recyclable packaging while ignoring high product emissions, reporting a small renewable-energy purchase as if it decarbonised the entire supply chain, or presenting an intention as an achieved outcome. Procurement professionals should require evidence, challenge vague language and involve legal, sustainability and technical specialists before publishing claims.

11. A Governance Framework for Responsible Sourcing

A practical framework links policy, risk, controls, evidence and improvement:

Figure: A continuous governance cycle for responsible procurement.

The framework is cyclical rather than linear. Monitoring findings should change policy, risk assessments, supplier development and purchasing practices. Governance should also distinguish inherent risk from residual risk. Inherent risk exists before controls; residual risk remains after controls are applied. Management must decide whether residual risk is acceptable, transferable, reducible or avoidable.

12. Technology and Artificial Intelligence

E-procurement platforms can improve approval workflows, supplier screening, spend visibility and audit trails. Data analytics can identify duplicate suppliers, unusual price movements, split purchases, sequential approvals and transactions just below approval thresholds.

Artificial intelligence may assist with contract review, adverse-media screening, supplier-risk classification and anomaly detection. However, AI outputs are not evidence by themselves. Models may reproduce historical bias, misclassify suppliers, rely on incomplete data or generate unsupported conclusions. Responsible use requires human review, documented criteria, data governance, access controls, explainability appropriate to the decision and a route for suppliers to challenge inaccurate information. High-impact decisions should not be delegated blindly to an opaque model.

13. Illustrative Case: Meridian Medical Devices

Background

Meridian Medical Devices, a fictional multinational manufacturer, discovered that a low-cost component supplier in a high-risk jurisdiction used labour brokers. The supplier had signed Meridian’s code of conduct and passed a desktop assessment.

Problem

A worker complaint alleged recruitment fees, withheld identity documents and excessive overtime. Meridian’s purchasing team had also imposed a 12 percent price reduction and shorter lead times without assessing operational feasibility. The supplier threatened to exit the relationship if an immediate audit and remediation programme were required.

Analysis

The issue was not simply supplier non-compliance. Meridian’s risk analysis had been weak in four ways: it relied on a signed code rather than worker evidence, failed to map labour brokers, treated the audit as a one-time event and ignored the buyer’s contribution to pressure on the supplier. The allegation involved potentially severe and irremediable harm, so it required urgent action.

Approach and solution

Meridian established an investigation team independent of the buying manager, protected complainant confidentiality and commissioned worker interviews in appropriate languages. It required repayment of unlawful recruitment fees, return of documents, correction of overtime records and access to a grievance mechanism. Meridian revised its forecast, allowed realistic lead times, suspended further price reductions and co-funded capability building. A remediation timetable was incorporated into the contract, with escalation and termination provisions if the supplier failed to cooperate.

Outcome

The investigation confirmed recruitment-fee violations but found no evidence of child labour. Fees were repaid in stages, documents were returned and working-hour controls improved. Meridian retained the supplier under enhanced monitoring while qualifying a second source. It also revised its supplier-risk model to include labour-broker exposure and buyer purchasing practices.

Learning points

1. A signed supplier code is not proof of acceptable conditions.
2. Worker voice and remedy are essential components of due diligence.
3. Buyer behaviour can create or intensify human-rights risk.
4. Responsible procurement balances leverage, continuity and protection of affected people.
5. Dual sourcing can support resilience without using abrupt disengagement as the first response.

14. Challenges and Limitations

Responsible procurement faces several persistent difficulties. Supply chains may be opaque, particularly beyond first-tier suppliers. Audit fatigue can burden suppliers while producing little insight. Standards may conflict across jurisdictions, and sustainability data may be inconsistent or unaudited. Small suppliers may lack the resources required by complex reporting systems. Commercial teams may resist controls that appear to slow sourcing or increase cost.

There are also conceptual limitations. No procurement decision is impact-free: recyclable materials may require more energy, local sourcing may reduce transport but increase production emissions, and terminating a high-risk supplier may remove leverage and harm workers. Ethical judgement therefore requires context, stakeholder engagement and explicit trade-offs rather than a single universal score.

Compliance metrics can also distort behaviour. A target for completed supplier audits may encourage superficial audits; a diversity-spend target may encourage reclassification; and a carbon target based only on purchased offsets may delay absolute reduction. Senior managers should combine quantitative indicators with qualitative evidence and independent challenge.

15. Best-Practice Implementation Road Map

An organisation beginning or strengthening a responsible-procurement programme can proceed as follows:

1. Obtain board and executive sponsorship.
2. Define principles, prohibited conduct and decision rights.
3. Map spend, suppliers, geographies and vulnerable activities.
4. Assess integrity, human-rights, environmental and third-party risks.
5. Build proportionate controls into sourcing, contracting and payment processes.
6. Train employees and suppliers using realistic scenarios.
7. Establish confidential reporting, investigation and remedy mechanisms.
8. Measure outcomes, not merely activities.
9. Test controls through internal audit and independent assurance.
10. Review policies after incidents, regulatory developments and stakeholder feedback.

The central managerial principle is proportionality: the strength of governance should reflect the seriousness and likelihood of harm, the organisation’s leverage and the feasibility of prevention or remedy. Proportionality does not justify ignoring severe risks; it directs attention and resources where they matter most.

Chapter Summary

Responsible procurement integrates commercial decision-making with integrity, transparency, accountability, human rights, environmental stewardship and inclusion. Ethical theories explain why procurement must respect duties, avoid foreseeable harm and treat stakeholders fairly. Governance is implemented through leadership, segregation of duties, conflict-of-interest declarations, anti-bribery controls, secure records, reporting channels and independent audit.

Human-rights and modern-slavery due diligence is continuous and risk-based. It requires supply-chain mapping, worker engagement, remediation and attention to the buyer’s own purchasing practices. Supplier codes are useful only when specific, contractual, supported and monitored. Supplier diversity improves access and innovation when it is substantive rather than symbolic. Circular procurement and carbon reduction require life-cycle thinking, credible boundaries and avoidance of misleading ESG claims. Digital tools and AI can improve visibility, but they require human oversight and data governance.

The most mature organisations treat responsible procurement as a cycle of policy, risk assessment, control, evidence, engagement, remedy and improvement. Compliance is necessary, but durable responsibility depends on organisational culture, professional judgement and willingness to confront inconvenient evidence.

Key Terms

Responsible procurement: Procurement that integrates commercial, ethical, social, environmental and governance considerations.

Procurement governance: Structures, policies and controls through which procurement decisions are directed and overseen.

Integrity: Honest, impartial and legitimate conduct.

Transparency: Availability of sufficient information for informed review and accountability.

Segregation of duties: Separation of incompatible activities to reduce error, fraud and abuse.

Conflict of interest: A private interest that could improperly influence professional judgement.

Bribery: Offering, giving, requesting or accepting an improper advantage.

Facilitation payment: An unofficial payment intended to accelerate a routine action.

Auditability: The ability to reconstruct and verify a decision or transaction.

Human-rights due diligence: A continuing process of identifying, preventing, mitigating and accounting for human-rights impacts.

Modern slavery: Severe exploitation involving coercion, threats, deception or inability to leave work.

Supplier code of conduct: A documented set of standards expected from suppliers and relevant subcontractors.

Supplier diversity: Meaningful inclusion of suppliers from underrepresented or disadvantaged groups.

Circular procurement: Procurement designed to preserve product and material value and minimise waste.

Life-cycle thinking: Evaluation of impacts from acquisition through use, recovery and disposal.

Greenwashing: Misleading communication that exaggerates environmental or ESG performance.

Residual risk: Risk remaining after controls are implemented.

Remediation: Action taken to correct harm and restore affected parties where possible.

Review Questions

Short Answer Questions

1. Why is segregation of duties important in the procure-to-pay cycle?
2. Distinguish an actual conflict of interest from a perceived conflict of interest.
3. What evidence would make an ESG claim more credible?
4. Why is a supplier code alone insufficient to prevent modern slavery?
5. Define auditability in a procurement context.

Long Answer Questions

1. Explain how agency theory and stakeholder theory provide different but complementary foundations for responsible procurement.
2. Discuss the components of a risk-based anti-bribery management system.
3. Evaluate the benefits and limitations of using supplier audits for human-rights due diligence.
4. Explain how circular procurement can alter specifications, contracts and supplier relationships.
5. Analyse the role of leadership, culture and internal audit in procurement governance.

Analytical / Application Questions

1. A procurement manager recommends a single-source award to a company owned by a close relative, claiming that it offers the lowest price. Design the investigation, controls and decision process that should follow.
2. A company claims that its product is “carbon neutral” because it purchases offsets, while its absolute supply-chain emissions are increasing. Assess the claim and recommend a more credible communication and reduction plan.
3. A supplier in a high-risk country passes a document audit but workers report recruitment fees and withheld passports. Develop a proportionate response that protects workers, preserves evidence and addresses the buyer’s own contribution to the risk.

Multiple Choice Questions with Answers

Question 1

Which control most directly prevents one employee from controlling an entire procurement transaction?

A. Increasing the number of suppliers

B. Segregation of duties

C. Publishing a sustainability report

D. Extending payment terms

Correct Answer: B. Segregation of duties

Question 2

Which statement best describes a perceived conflict of interest?

A. A proven fraudulent transaction

B. A conflict that exists only after a contract ends

C. A situation that could reasonably appear to compromise impartiality

D. A disagreement between two suppliers

Correct Answer: C. A situation that could reasonably appear to compromise impartiality

Question 3

What is the primary purpose of an audit trail?

A. To guarantee the lowest purchase price

B. To reconstruct and verify decisions and transactions

C. To eliminate the need for approvals

D. To replace supplier contracts

Correct Answer: B. To reconstruct and verify decisions and transactions

Question 4

Which practice is most consistent with modern-slavery due diligence?

A. Relying only on a signed supplier declaration

B. Auditing only the organisation’s first-tier office suppliers

C. Mapping risks, engaging workers and providing remediation

D. Automatically terminating every supplier in a high-risk country

Correct Answer: C. Mapping risks, engaging workers and providing remediation

Question 5

Which is an example of circular procurement?

A. Buying the cheapest product regardless of durability

B. Purchasing a lighting service with repair and take-back obligations

C. Increasing disposable packaging

D. Avoiding all supplier performance measures

Correct Answer: B. Purchasing a lighting service with repair and take-back obligations

Question 6

Why can a low number of reported procurement incidents be misleading?

A. It always proves controls are effective

B. It may indicate that employees do not trust the reporting channel

C. Incidents are unrelated to governance

D. Reports are never relevant to management

Correct Answer: B. It may indicate that employees do not trust the reporting channel

Question 7

Which feature most strengthens the credibility of an ESG claim?

A. Vague positive language

B. A specific boundary, metric, baseline and supporting evidence

C. A claim based only on future intentions

D. Omitting limitations from public communication

Correct Answer: B. A specific boundary, metric, baseline and supporting evidence

Question 8

What is a suitable compensating control when full segregation of duties is impractical?

A. Removing all approvals

B. Independent review and more frequent transaction testing

C. Allowing unrestricted supplier-master changes

D. Using verbal rather than written authorisation

Correct Answer: B. Independent review and more frequent transaction testing

Question 9

Which buyer behaviour can increase human-rights risk in a supply chain?

A. Realistic lead times and forecasts

B. Worker grievance channels

C. Unpredictable orders, severe price pressure and unrealistic deadlines

D. Supplier capability development

Correct Answer: C. Unpredictable orders, severe price pressure and unrealistic deadlines

Question 10

What is the principal limitation of using AI for supplier-risk classification?

A. AI can never process procurement data

B. AI outputs may reflect incomplete or biased data and require human oversight

C. AI automatically creates legal liability in every case

D. AI eliminates the need for supplier engagement

Correct Answer: B. AI outputs may reflect incomplete or biased data and require human oversight