The purpose of the Governance Committee (the “Committee”) is to ensure that the Board of Trustees (“Board”) of the Wikimedia Foundation (“Foundation”) fulfills its legal and fiduciary obligations, and to improve its governance, efficiency, and effectiveness over time.
Membership and Organization
The Board shall appoint at least three trustees to serve as Committee members. The Board may also appoint one or more additional trustees to serve as alternate Committee members, to act in the place and stead of any absent Committee members. Committee appointments are for a term of one year; however, they shall automatically renew for additional one-year terms unless the appointed trustee is replaced as a Committee member or has their committee membership terminated by the Board. The Board shall appoint one trustee to serve as Committee Chair for a term of two years of office. The term of the Committee Chair shall automatically renew and continue until replaced by the Board or resignation.
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 Board governance.
The Board shall seek to appoint as a voting Committee member at least one trustee who has experience on the board of another non-profit or for-profit corporation, with recruitment for board or executive positions, or overseeing or performing financial or governance audits of an organization.
Volunteer Advisory Members
The Committee may appoint volunteer advisory members to participate in Committee meetings and deliberations. The volunteer advisory members shall be formally nominated by the Committee Chair based on their qualifications and expertise (as determined by the Committee Chair in their sole discretion) and approved by a majority of the Committee. Volunteer advisory members shall be appointed by the Committee for renewable one-year terms. All volunteer advisory members must comply with the same disclosure and certification requirements required by the Board under the Foundation’s Conflict of Interest Policy. No volunteer advisory members may be voting Committee members.
The General Counsel and the Office of the Chief Executive Officer shall provide staff support to the Committee as needed to allow it to function effectively. The Committee Chair may invite Foundation staff to attend the meetings as necessary. No staff members may be voting Committee members.
Overall, the Committee is responsible for the Board’s structures, policies and procedures necessary to ensure the Board’s compliance with its legal and fiduciary duties and to facilitate the improvement of Board governance, efficiency, and effectiveness. In addition to the specific responsibilities listed below, the Board may designate further responsibilities to the Committee that are needed to further the Committee’s purpose.
Policies and Procedures
- Coordinate and oversee regular evaluation of the Board as a whole with respect to its governance practices, compliance, and performance;
- Periodically and as needed review the Foundation’s bylaws and, in consultation with the Chief Executive Officer and General Counsel, recommend any changes to Bylaws to the full Board;
- Periodically and as needed review the Foundation’s Conflict of Interest Policy and, in consultation with the Chief Executive Officer and General Counsel, recommend any changes to the full Board for consideration; and
- Periodically and as needed review the Board of Trustees Code of Conduct and recommend any changes to the full Board for consideration.
- Create and maintain documentation of the skills and experience required on the Board, including identifying which requirements are and are not met by the sitting trustees;
- Recruit and recommend for full Board review and consideration candidates for Board-selected trustee seats; and
- Facilitate the selection process for community- and affiliate-selected trustees, including:
- liaising with relevant community bodies (such as the Elections Committee), including selecting committee members as appropriate;
- liaising with relevant Board committees;
- proposing and reviewing rules and policies for the selection process, including those relating to voting rights, timetables, and criteria for candidature; and
- reviewing candidates’ potential conflicts of interest.
Board Education and Assessment
- Coordinate and oversee a regular trustee performance review process to provide periodic developmental feedback to each trustee, with the objective of improving that trustee’s individual performance and the Board’s constructive interaction as a working body;
- Develop and maintain a process for vetting the suitability of all prospective candidates for the Board, and manage the process for the Board to approve or reject trustee candidates.
- Develop and maintain orientation and training materials for new trustees to ensure smooth onboarding; and
- Facilitate Board education, including educational opportunities for all trustees regarding their fiduciary and legal responsibilities.
Procedures and Processes
Unless specified otherwise in this Charter, the Committee shall follow the same rules and practices as the full Board follows for its meetings, decision-making, and recordkeeping.
The Committee shall meet at least once per quarter, and otherwise as deemed necessary by the Committee Chair. The required attendees are the Committee members and the relevant staff members as determined by the meeting agenda. Trustees serving as alternate Committee members (if any) are not required attendees; they may not vote unless appointed by the Committee Chair to act in the place and stead of an absent regular Committee member. A quorum is a majority of the voting Committee members, and a majority of voting members present shall decide any question brought before the Committee. A meeting may be in person, by telephone, or videoconference so long as all participants are able to hear one another and participate in simultaneous deliberation.
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. Each meeting will have an agenda and minutes, which will be available to the Board and relevant staff.
On an annual basis, the Committee will perform a self-assessment, and will review and reassess this charter. The result will be reported to the full Board and include any recommended changes to the Committee activities or its charter.
The Committee may engage outside consultants to facilitate its ability to fulfill its responsibilities. The Committee shall oversee the relationships with any outside consultants.
The Committee has the authority, at the expense of the Foundation, to retain independent accountants, lawyers, or other advisors as it deems appropriate to carry out its duties. All expenses and costs shall be reasonable and be subject to the review of the Audit Committee.