Committee:Executive Committee Charter
Purpose
The purpose of the Executive Committee (the "Committee") is to provide coordination and oversight for the work of the Board of Trustees ("Board") of the Wikimedia Foundation ("Foundation"), to facilitate decision making between board meetings or in urgent and crisis circumstances, to assist the Board in evaluating the performance and compensation of the Chief Executive Officer and other executive staff, and to hold the Foundation accountable for compliance with the Human Rights policy.
Membership and Organization
Committee Members
The members of the Committee shall be the Board Chair and the Board Vice-Chairs. Trustees shall automatically become Committee members when their terms as Board Chair or Vice-Chair begin, and their Committee membership shall end when they no longer hold those positions. The Board Chair shall be Chair of the Executive Committee.
The Board may appoint additional trustees to serve as Committee members if needed.
The Board may also appoint one or more additional trustees to serve as alternate Committee members, to act in the place and stead of any absent Committee members.
Committee appointments are for a term of one year; however, they shall automatically renew for additional one-year terms unless the appointed trustee is replaced as a Committee member or has their committee membership terminated by the Board.
Volunteer Advisory Members
The Committee may appoint volunteer advisory members to participate in Committee meetings and deliberations. The volunteer advisory members shall be formally nominated by the Committee Chair based on their qualifications and expertise (as determined by the Committee Chair in their sole discretion) and approved by a majority of the Committee. Volunteer advisory members shall be appointed by the Committee for renewable one-year terms. All volunteer advisory members must comply with the same disclosure and certification requirements required by the Board under the Foundation's Conflict of Interest Policy. No volunteer advisory members may be voting Committee members.
Foundation Staff
The Office of the Chief Executive Officer shall provide staff support to the Committee as needed to allow it to function effectively. The Committee Chair may invite Foundation staff to attend the meetings as necessary. No staff members may be voting Committee members.
Responsibilities
The Committee is responsible for facilitating the smooth and efficient functioning of the Board, coordinating the work of the Board across its committees and with executive staff, and ensuring that the Board completes its necessary work while following appropriate protocols and procedures. The Committee shall keep track of the work of the other committees and identify areas where their work intersects and should be coordinated. The Committee advises the Chair of the Board on the agendas for meetings of the Full Board of Trustees. The Committee reviews the Foundation’s compliance with the Human Rights Policy, including by receiving updates from staff on at least an annual basis. The Committee will facilitate the Board committee appointment process and review the Board's officer positions as needed. The Board may designate additional responsibilities to the Committee that are needed to further its purpose. In particular, the Committee will be available for the Board to delegate decision-making on matters between meetings that require Board review but that do not necessarily need full board approval. As with all other committees, the Executive Committee would only have authority to act on behalf of the Board when the Board explicitly delegates that authority.
The Committee assists the Board in carrying out its responsibilities related to executive compensation and review of performance against organizational goals. These responsibilities include:
- assisting the Board in evaluating the performance of the Chief Executive Officer (CEO) against the organizational objectives on at least an annual basis;
- recommending the CEO's annual compensation to the Board for approval, after considering comparative data and other relevant information;
- reviewing and approving annual compensation for non-CEO executives;
- ensuring that the compensation of the CEO, officers, directors, and key employees is determined on the basis of information provided by independent persons and comparability data, including a regular review process that contemporaneously substantiates deliberation and decisions; and
- ensuring there are adequate succession plans in place for the CEO and other executive leaders.
Procedures and Processes
Unless specified otherwise in this Charter, the Committee shall follow the same rules and practices as the full Board follows for its meetings, decision-making, and recordkeeping.
Meetings
The Committee shall meet at least once per quarter, and otherwise as deemed necessary by the Committee Chair. The required attendees are the Committee members and the relevant staff members as determined by the meeting agenda. Trustees serving as alternate Committee members (if any) are not required attendees; they may not vote unless appointed by the Committee Chair to act in the place and stead of an absent regular Committee member. A quorum is a majority of the voting Committee members, and a majority of voting members present shall decide any question brought before the Committee. A meeting may be in person, by telephone, or videoconference so long as all participants are able to hear one another and participate in simultaneous deliberation.
Reporting
At each regular Board meeting, the Committee Chair shall report to the full Board on the Committee's activities since the last regular Board meeting. Each meeting will have an agenda and minutes, which will be available to the Board and relevant staff.
Self-Evaluation
On an annual basis, the Committee will perform a self-assessment, and will review and reassess this charter. The result will be reported to the full Board and include any recommended changes to the Committee activities or its charter.
External Advisors
The Committee may engage outside consultants to facilitate its ability to fulfill its responsibilities. The Committee shall oversee the relationships with any outside consultants.
The Committee has the authority, at the expense of the Foundation, to retain independent accountants, lawyers, or other advisors as it deems appropriate to carry out its duties.