The Internet Society Board of Trustees currently has nine board committees.

Board committees are composed of one or more current trustees and membership is reconstituted each year by board vote. Committee members serve one-year terms. The responsibilities and authority of each committee are outlined in charters approved by the board.

Audit Committee

The Audit Committee is responsible for a range of activities related to the appointment and oversight of Internet Society’s independent auditors and the review of the independent audited financial statements, the U.S. Form 990, and the annual Conflict of Interest Disclosure Forms.

Compensation Committee

The Compensation Committee is responsible for determining the compensation of the CEO and other senior executives and establishing compensation policies and practices for other officers and employees of Internet Society.

Elections Committee

The Elections Committee is responsible for a variety of activities related to the Internet Society Board of Trustees elections, including establishing an election timeline, coordinating candidate forums, and overseeing voting.

Executive Committee

The Executive Committee may act on behalf of the board when it is impossible or impractical to convene a meeting of the full board or conduct an e-vote. Powers are limited and, in keeping with sector practice, rarely meets or exercises its powers.

Finance Committee

The Finance Committee is responsible for a variety of activities related to the review and monitoring of the budget and financial processes for Internet Society and its subsidiaries, including recommending the annual budget for board approval, monitoring financial statements and industry trends, overseeing and monitoring investment income and asset allocation, and reviewing matters that may impact Internet Society’s U.S. tax-exempt status, among other things.

Governance Committee

The Governance Committee’s primary responsibility is to ensure strong internal governance and compliance with Internet Society’s governing documents and policies. Responsibilities include reviewing governing documents and policies, recommending changes to the board, overseeing board succession planning and composition, and leading the board-appointed trustee process and board education program.

Leadership Continuity Committee

The Leadership Continuity Committee is responsible for ensuring the continuity of leadership at Internet Society at all times and maintaining a CEO succession plan and process.

Nominations Committee

The Nominations Committee is responsible for identifying a slate of qualified candidates for consideration and potential election to the board. Activities include publishing a call for nominations, reviewing applications, and conducting interviews.

PIR Nominations Committee

The Nominations Committee is responsible for identifying a slate of qualified candidates for election to the PIR Board of Directors. Activities include setting the timeline for the nominations process, liaising with the PIR board and identifying desired criteria for prospective directors, driving the outreach process, proactively soliciting candidates, conducting interviews, and recommending a slate of candidates to the Internet Society board for approval.

All Committees Charter

As amended March 7, 2019

I. Introduction

This shows the additions to the charter if we adopt the resolution.

II. Preamble

The Board of Trustees (the “Board”) of The Internet Society (“ISOC”) has a set of
committees (“Committees”). Each Committee has a Charter. The following applies to all Board Committees.

III. Authority and Resources

Committees shall have the necessary authority and resources to discharge its responsibilities and duties. This shall include the authority to retain special counsel, experts, or consultants as the Committee deems appropriate. ISOC shall provide for appropriate funds as determined by the Committee for the payment of the fees and expenses of any such special counsel, experts, or consultants as well as all ordinary administrative costs incurred by the Committee and its individual members that are necessary and appropriate in performing their duties.

IV. Annual Review

Committees shall review, on at least an annual basis, (a) the Charter and the scope of the responsibilities and duties of the Committee, and (b) the Committee’s performance of its responsibilities and duties as set forth in its Charter. The Committee shall refer to the Board for appropriate action on any proposed changes to its Charter.

V. Availability of Charters

Committee Charters shall be made public by posting on the ISOC website.

VI. Meetings

The Chair of the committee calls for a committee meeting. However, any member of the committee can call a special meeting of the committee. All calls must be sent to all Committee members and must identify the time and place (electronic or physical) of the meeting.

VII. Chair Appointments

The chair of each committee shall be appointed by the Board at the Annual General Meeting. Unless the charter of the committee specifies otherwise, the members of the committee shall also be appointed at that time.

VIII. Committee Reports

The Chair of the Committee shall submit a written report at the meeting prior to the Annual General Meeting that describes the work performed by the committee during the year as well as provides recommendations for the following year’s committee.