Charter for the Personnel Committee — W3C Inc Board of Directors

Purpose

The purpose of the Committee is to provide guidance, oversight, and support to W3C management as it develops and implements personnel employment, performance management, and compensation systems; and the search of the CEO when needed.

Responsibilities and Duties

These are the principal responsibilities of the Committee:

  1. Oversee management's annual personnel analysis and planning to identify the ertise, roles and organization of roles needed to achieve the W3C's strategic goals and other priorities;
  2. Oversee management's provision of a comprehensive, fair, and equitable personnel performance management system;
  3. Oversee management's provision of a comprehensive, fair, and equitable personnel compensation system that has budget approval from the Finance Committee;
  4. Ensure that the organization has a comprehensive set of employment policies that comply with applicable laws and regulations and minimize organizational risk and exposure;
  5. Ensure there is an appropriate profile of the role and responsibilities of the Chief Executive Officer (the "CEO"), and a CEO succession plan;
  6. Drive the CEO search process when necessary;
  7. Ensure there is an accurate and fair performance review of the CEO;
  8. Ensure that, if the Board deems it necessary, sufficient coaching is available to the CEO to enable them to fulfil the responsibilities of that role.
  9. Ensure the proper annual review of Executive and Disqualified Persons Compensation

Note that individual staff reviews and other personnel matters, other than those pertaining to the CEO, are the responsibility of management.

Composition

The Committee will consist of at least three Directors appointed by the Board.

Officers are standing guests of the Committee. Any Director may attend meetings.

Delegated powers

The Committee is delegated to approve the CEO's annual goals. These goals will be set with input from the CEO and the Board, and this Committee will keep the Board duly informed.

The Committee is delegated the review and approval of Executive Compensation as required by Article IV, section 16 of the Bylaws, and of Disqualified Persons as documented in our 990 filing with the Internal Revenue Service (IRS).

The Committee is delegated to make decisions pertaining to the search of the CEO. These decisions may include selecting a search agency, instructing the current CEO to sign the contract with the search agency, approving the process and timeline for the search, approving the CEO profile and job description, and identifying a shortlist of candidates for the Board to consider.

All other decisions of the Committee, including decisions pertaining to the final appointment of the CEO, are not delegated and are recommendations to the Board.

Policies

The Committee will operate according to the Bylaws and all applicable Board-established policies, including (but not limited to) the Guest, Communications, Transparency, Confidentiality, and Conflict of Interest policies.

Meetings

The Committee will meet at least quarterly, or more often as determined by the Chair(s). The minutes of any Committee meeting shall be promptly provided to the full Board.

Approved: 20 October 2022; Amended 15 February 2023; Amended 10 April 2024; Amended 4 June 2024.