The purpose of the Talent & Culture Committee (the “Committee”) is to assist the Board of Trustees (“Board”) of the Wikimedia Foundation (“Foundation”) 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 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 compensation policies.
The Board shall seek to appoint as a voting Committee member at least one trustee who has experience with people management, executive compensation, human resources, recruiting and talent development, and/or the promotion of diversity, equity, and inclusion in the workplace.
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 Chief Talent and Culture Officer 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.
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.
- Assist the Board in evaluating the performance of the Chief Executive Officer (“CEO”) against the organizational objectives on a periodic basis;
- Recommend the CEO's annual compensation to the Board for approval, after considering comparative data and other relevant information;
- Ensure the compensation of the CEO, 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 review Foundation executive compensation policies and programs, including benefits and pensions and recommending changes, and oversee the adoption by management of other policies to manage the risks associated with human capital;
- Assist the board in performing the annual review of the compensation of the Chief Executive Officer, officers, directors, key employees, and highest compensated employees; and
- Periodically review the Foundation’s recruitment, development, performance evaluation, promotion and retention programs.
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 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. This includes the commissioning of external comparability research analysis on an annual basis, or less frequently if so determined. All expenses and costs shall be reasonable and be subject to the review of the Audit Committee.