Committee:Talent & Culture Committee Charter

Purpose of the Human Resources Committee

The Human Resources Committee ("Committee") is a standing committee of the Board of Trustees ("Board") of the WMF ("Foundation"), established to assist the Board in fulfilling its oversight responsibilities through the implementation of sound compensation and personnel policies and practices.

Membership and Organization

The Board shall appoint at least two trustees to serve as committee members (the “regular Committee members”). The Board may also appoint one or more alternate trustees to serve as alternate Committee members. The Board shall appoint one trustee to serve as Committee Chair for a term of three years of office and such terms shall automatically renew and continue until replaced by the Board or resignation. Notwithstanding the foregoing, the Board may choose to elect as a Committee Chair a Trustee whose current term will expire prior to the conclusion of such a three-year appointment.

The Board shall appoint as a regular Committee Member at least one trustee who has relevant experience with organizational and budget management, and oversight.

Each Committee member will be independent and free from any relationships or conflicts of interest with respect to the Foundation or Foundation staff that may impair, or appear to impair, the Committee member's ability to make independent judgments regarding compensation policies.

Desirable qualifications for other Committee members include experience in the Wikimedia movement or a similar collaborative movement, business or non-profit management, executive compensation, employee benefits, human resources, recruiting and talent development, organizational culture and development, as well as the achievement of diversity in experience, culture and viewpoints among Committee members.

Committee appointments are for a term of one year, however they shall automatically renew for additional one year terms unless replaced or terminated by majority of the Board.

Responsibilities

The Committee’s responsibilities include:

Assisting the Board in evaluating the performance of the Executive Director (“ED”) against the organizational objectives on an annual basis; and after considering comparative data and other relevant information, recommending the ED's annual compensation to the Board for approval;
Ensuring the compensation of the Executive Director, officers, directors, key employees, and highest compensated 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;
Periodically reviewing Foundation executive compensation policies and programs, including benefits and pensions and recommending changes; and overseeing the adoption by management of other policies to manage the risks associated with human capital;
Assisting the board in performing the annual review of the compensation of the executive director, officers, directors, key employees, and highest compensated employees;
Periodically reviewing the Foundation recruitment, development, performance evaluation, promotion and retention programs; and,
Performing any additional duties or delegations from the Board to the Committee from time to time.

Procedures and processes

Meetings

The Committee shall meet at least one time per year, and otherwise as deemed necessary by the Committee Chair.
The Chair of the Committee may call a meeting with two-day's email notice to the other required attendees.
A quorum shall be 2/3 of the regular Committee members.
A majority of the members present shall decide any question brought before the Committee.
A meeting may be in person or by telephone or video conference so long as all participants are able to simultaneously hear one another.
Decisions taken outside of a regular meeting of the Committee shall be in the form of written consents, must be unanimous, and signed by each member of the Committee.

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, if any.

Evaluation

On an annual basis, the Committee will perform a self-assessment. The results will be reported to the full Board and include any recommended changes to the Committee activities or its charter.

Advisors and management

Advisors

The Committee shall have the authority, at the expense of the Foundation, to retain such independent accountants, lawyers or other advisors as it shall deem appropriate. This includes the commissioning of external comparability research analysis on an annual basis, or less frequently if so determined.
The Wikimedia Foundation Chief Talent and Culture Officer shall serve as an advisor to the Committee and may upon invitation attend the meetings.