Leadership Continuity Planning Committee Charter
As adopted 11 December 2024
Formerly, the CEO Succession Planning Committee.
The Leadership Continuity Committee (“the Committee”) of the Board of Trustees (the “Board”) of Internet Society (“ISOC”) has the responsibilities, duties, and authority described in this Charter.
I. Purpose
The purpose of the Committee is to ensure continuity of leadership at ISOC at all times by creating and maintaining an effective succession process for CEO and President (“CEO”). The Committee will ensure development of the succession plan for the regular course of business and will also assist the CEO with developing and maintaining a plan for emergency succession should the CEO unexpectedly vacate the position temporarily or indefinitely. The emergency succession plan will identify an interim CEO and outline the plan and procedures for putting this person in place.
II. Composition
The Committee shall consist of a set Trustees appointed by the Board. The CEO shall serve as ex officio member of the Committee. Only voting Trustees can vote in the Committee, which shall include at least three voting trustees. The Chair of the Committee shall be appointed by the Board.
III. Special Conflict of Interest Rules
None.
IV. Meetings
The Committee shall meet at least annually or more frequently as circumstances dictate.
V. Responsibilities and Duties
The following shall be the principal recurring duties of the Committee in carrying out its responsibilities. These duties are intended as a guide, with the understanding that the Board may modify or supplement them as appropriate:
- Work with the Board to scope and define a candidate profile and position description for the CEO role and ensure it is kept up to date.
- Work with the CEO to identify potential internal candidates and work with the CEO and the People and Culture leader to create development plans for them.
- Develop a plan for identifying and vetting qualified external candidates, if needed.
- Assist the CEO with developing and maintaining an emergency succession plan in the case of an unexpected vacancy in the CEO role.
- Ensure a communications plan exists for both emergency and traditional succession situations, keeping relevant stakeholders updated as appropriate.