Background

• W3M has proposed that W3C move to a Legal Entity
• The W3C Steering Committee plans to review the proposal this fall
• The SC plans to spend time focused on Governance issues
• In the W3M proposal, there is only a sketch of a Governance proposal
• The AB met in August 2018 to propose a Starting Point to Governance of the W3C Legal Entity (herein referred to as W3C)
  • Idea is to further refine proposal with different stakeholders as we put the entity together
• W3M and AB agreed on a Starting point in early October

Scope

• Specific proposal for how to assign seats for the initial Board of Directors of W3C.
• Discussion about how to evolve the BoD over time
• Proposed meeting frequency and topical scope for the BoD
• Supports W3M proposal to maintain existing Advisory Board with its role
• Outlines the relationship between AB and BoD
• Touches on the evolution of the role of the Director of W3C

Board of Directors for W3C

• Must be representative of the diverse stakeholders of the Web
• Membership - which is both broad (400+ Members) and deep (large companies, browser vendors, NGOs)
• Hosts - who will have a continued relationship with W3C and are globally respected
• Team leadership - who are fully aware of the issues/opportunities being faced
• Broader community - who can bring funding, connections, governance skill to the table
• Must have the skills required for a well functioning board
• Executive focus
• Broadly knowledgeable
• Fiduciary and legal skills

Specific proposal for initial BoD [1/3]

• 14+ seats
  • (Up to 16 if there are more than 2 significant contributors)
• Four are elected by the W3C Membership
  • Direct interest in the results and evolution of W3C
  • Their authority emanates from years of support of W3C
  • Aspiration that they elect executive level thought leaders from Member companies and other stakeholders
  • Set of running candidates is selected by a nominating committee

[...]

Specific proposal for initial BoD [2/3]

• Four Hosts
  • Mark the continued relationship between W3C and Hosts
  • Global footprint - ensure global focus in Member needs, hiring
  • Their authority emanates from years of Hosting and current holders of the legal structure of W3C
• W3C's Founding Director, Tim Berners-Lee
• W3C's then-serving CEO - to ensure strong connectivity to the current issues of W3C

[...]

Specific proposal for initial BoD [3/3]

• At least 4 other general seats selected by the ten other Board Members or reserved at formation
  • Reserved at formation: made available to significant contributors to the W3C Reserve Fund
    • Initial donors who give at least >= $2.5M ($10M reserve divided by 4)
    • at most 4 seats
    • Goal is to fill at least 2 seats at formation. If the goal can't be reached, the criteria for those seats may be revisited.
  • Selected by the ten other Board Members: Bring in necessary skills in a BoD that are not found in the other seats: Diversity (Global, Gender, etc.), Financial, Legal, Connectivity
    • at most 2 seats
• Founding BoD elects the Founding Chair of the Board
• No two independent BoD directors shall share the same corporate affiliation.

Role of BoD [1/2]

• Topics of broad, strategic, and legal importance.  Included, but not limited to:
  • Legal and fiduciary review responsibilities
  • Management of the W3C Reserve
  • Approval of big policy and strategy directions (e.g. merge with another organization, "vision for the organization")
  • Approval of budget
  • Significant infusions of capital
  • Preservation and enhancement of W3C's global footprint and image
  • CEO reports to BoD
  • Set W3C Diversity, Equity and Inclusion (DEI) goals, including for overall BoD membership; track and publicly report on these annually, and as needed propose measures to better address these.

  [...]

Role of BoD [2/2]

• Responsibility for hiring of CEO and Director
  • Typically, the searching and interviewing for these positions involves a multi-stakeholder team which includes the Advisory Board and Team Members
• Does not focus on topics addressed by the Advisory Board such as the evolution of the W3C Process
• Expected to have roughly two meetings a year
  • Sufficient for the scope of its responsibility
  • Sufficiently infrequent that it can attract very high level people
    • In contrast to the Advisory Board which typically requires that people spend 1/4 time on the AB

Nominating Committee and Membership Election

• Four seats on the BoD are elected by the W3C Membership with the aspiration to elect executive level thought leaders from Member companies and other stakeholders
• A NomCom consisting of or appointed by BoD + the AB proposes a list of candidates for these seats
• The NomCom is charged with a goal to propose more candidates than available seats and deliver a slate representing multiple aspects of diversity, including at least 40% women
• Rationale: help to meet the aspiration mentioned above; enable the BoD to fill gaps in its skills/experience/composition
• The initial NomCom is the SC+AB
• There will be a mechanism for additional candidates beyond what is produced by the NomCom

Evolving the BoD over time

The BoD assigns future BoD seats. Constraints and assumptions:

• There are always at least 4 seats that are elected by the membership
  • Set of running candidates is selected by a nominating committee
• If Hosts play a less central role, the number of seats could be reduced in time
  • In that case, the Host seats can go to general seats
• A W3C Director seat may be available if the W3C Director continues to play a powerful role (see next slide)
• CEO seat remains
• At least 4 general seats remain
  • Fewer reserved for initial funders
• The BoD term is 2 years, renewable. Initially, half the BoD directors shall be appointed to 3-year terms, and half 2-year, so that half the BoD turns over each year after year 2 of the Legal Entity.

Evolution of the role of the W3C Director [1/2]

• W3C's Founding Director has considerable authority under the W3C Process
• Increasingly, the Director has been implementing his authority via delegation, and the AB has been contemplating the level of authority of a "successor" if the Director were to step down
• There are various models and no current consensus
  • Some advocate finding a replacement with roughly the same authority
  • Some advocate replacing the role of the Director with various committees operating by consensus
  • Some have viewpoints that are in between

[...]

Evolution of the role of the W3C Director [2/2]

• While this is an important related topic, we don't want to make the legal entity creation dependent on a different topic
• We conclude:
  • The W3C community needs to continue the discussion about the role of the Director
  • If we continue to have a "powerful" Director, they should also have a seat on the Board
  • If we do not continue the "powerful" Director model, there would not be a Director seat on the Board

W3C Advisory Board

• Per W3C process: Provides "guidance to the Team on issues of strategy, management, legal matters, process, and conflict resolution"
• Manages the evolution of the W3C process document
• Its role remains unchanged in the new W3C
• Elected by Membership, with the exception of the Chair (appointed by the Team)
• Typical makeup of the AB:
• Experts in standardization processes at W3C and other organizations
• Knowledgeable with hands-on ongoing management with Team
• Sufficient time to have regular engagement with the Team
• In the new W3C, the AB is consulted for key additional roles: search for new Director or new CEO