Resolutions of Board Meeting No. 194

Resolutions Passed at the Board Meeting No. 194
18 April 2026

Resolution 2026-7: Congratulations to Rejuvenated Chapter
RESOLVED, that the Internet Society Board of Trustees celebrates the rejuvenation of the Singapore Chapter.

Resolution 2026-8: Welcome and Congratulations to Newly Elected Trustees
WHEREAS, Ramanou Biaou, Caleb Ogundele, Sharon Kent, and Brian Trammell have been duly elected or appointed to serve as trustees of the Internet Society effective with the 25-26 July 2026 Annual General Meeting;
RESOLVED, that the Internet Society Board of Trustees formally welcomes and congratulates Ramanou Biaou, Caleb Ogundele, Sharon Kent, and Brian Trammell to the Board of Trustees, and looks forward to their contributions to the mission and governance of the Internet Society.

Resolution 2026-9: Approve Amendments to the Compensation Committee Charter
WHEREAS, the Governance Committee was directed by the Board of Trustees at its November 2025 meeting to develop a revised charter for the Compensation Committee incorporating key succession planning functions currently assigned to the Leadership Continuity Committee;
WHEREAS, the Governance Committee has presented a revised Compensation Committee Charter that retains all existing compensation oversight responsibilities and adds responsibilities for leadership continuity;
WHEREAS, the Governance Committee recommends approval of the revised charter to streamline oversight of these related functions;
RESOLVED, that the Board of Trustees approves the revised Compensation Committee Charter.

Resolution 2026-10: Terminate the Leadership Continuity Committee
WHEREAS, the key functions of the Leadership Continuity Committee have been incorporated into the revised Compensation Committee Charter approved by the Board of Trustees;
WHEREAS, the Governance Committee has determined that leadership continuity functions do not require a full-time standing committee and are more efficiently overseen within the Compensation Committee;
RESOLVED, that the Leadership Continuity Committee is hereby terminated, effective immediately, and its charter is rescinded.

Resolution 2026-11: Approve Amendments to the Audit Committee Charter
WHEREAS, the Board of Trustees at its November 2025 meeting directed the Governance Committee to develop a revised charter for the Audit Committee that incorporates enterprise risk management oversight;
WHEREAS, the Governance Committee has presented a revised Audit & Enterprise Risk Management Committee Charter that retains existing audit and financial oversight responsibilities and adds enterprise risk management oversight responsibilities;
WHEREAS, assignment of enterprise risk management oversight to the audit committee is consistent with sector practice;
RESOLVED, that the Board of Trustees approves the revised Audit & Enterprise Risk Management Committee Charter.

Resolution 2026-12: Approve the Minutes of the 193^rd Internet Society Board Meeting
WHEREAS, the Internet Society Board of Trustees has reviewed the minutes of the 193^rd board meeting;
RESOLVED, that the minutes of the 193^rd meeting of the Internet Society Board of Trustees are approved.