Charter for the Personnel Committee — W3C Inc Board of Directors

• Status: Approved by W3C Inc Board of Directors on 20 October 2022. Updated at the February 2023 meeting (member-only link). Updated at the April 2024 Board meeting.

Purpose

The purpose of the Committee is to provide guidance, oversight, and support to W3C management as it develops and implements personnel employment, performance management, and compensation systems; and the search of the CEO when needed.

Composition

The Committee will consist of at least three Directors appointed by the Board. The Chair or Chairs of the Committee are appointed by the Board. The President (CEO) will serve as ex-officio member of the Committee. The Committee may invite others with relevant knowledge or expertise. Only the Directors may vote on matters pertaining to the Committee. Any Director may attend meetings.

Delegated Powers

The Committee is delegated the review and approval of Executive Compensation as required by Article IV, section 16 of the Bylaws, and of Disqualified Persons as documented in our 990 filing with the Internal Revenue Service (IRS).

The Committee is delegated to make decisions pertaining to the search of the CEO. These decisions may include selecting a search agency, instructing the current CEO to sign the contract with the search agency, approving the process and timeline for the search, approving the CEO profile and job description, and identifying a shortlist of candidates for the Board to consider.

All other decisions of the Committee, including decisions pertaining to the final appointment of the CEO, are not delegated and are recommendations to the Board.

Confidentiality

The proceedings of the Committee operate under the same dissemination and confidentiality requirements as those of the Board.

Special conflict of interest rules

No Director shall vote on matters relating to or affecting their own employment or compensation.

Meetings

The Committee will meet at least quarterly, or more often as circumstances require.

Responsibilities and Duties

These are the principal responsibilities of the Committee:

1. Oversee management's annual personnel analysis and planning to identify the expertise, roles and organization of roles needed to achieve the W3C's strategic goals and other priorities;
2. Oversee management's provision of a comprehensive, fair, and equitable personnel performance management system;
3. Oversee management's provision of a comprehensive, fair, and equitable personnel compensation system that has budget approval from the Finance Committee;
4. Ensure that the organization has a comprehensive set of employment policies that comply with applicable laws and regulations and minimize organizational risk and exposure;
5. Ensure there is an appropriate profile of the role and responsibilities of the Chief Executive Officer (the "CEO"), and a CEO succession plan;
6. Drive the CEO search process when necessary;
7. Ensure there is an accurate and fair performance review of the CEO;
8. Ensure that, if the Board deems it necessary, sufficient coaching is available to the CEO to enable them to fulfill the responsibilities of that role.
9. Ensure the proper annual review of Executive and Disqualified Persons Compensation.

Note that individual staff reviews and other personnel matters, other than those pertaining to the CEO, are the responsibility of management.