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Human Resources Committee Charter

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This vote approved the charter for the Human Resources Committee, an internal Board of Trustees committee that was approved as a permanent committee in July 2010. It was passed at an in-person meeting on October 26, 2012.

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RESOLVED, that the Board of Trustees of the Wikimedia Foundation hereby adopts the revised and amended Human Resources Committee Charter, as set forth here. This Charter further clarifies the role and structure of the Human Resources Committee. This written Resolution will be effective as of 26 October 2012.

Purpose of the Human Resources Committee

The Human Resources Committee ("Committee") is a standing committee of the Board of Trustees ("Board") of the Wikimedia Foundation ("Foundation"), established to assist the Board 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 two trustees to serve as committee members (the "regular Committee members"). The Board may also appoint one or more alternate trustees to serve as alternate Committee members. The Board shall appoint one trustee to serve as Committee Chair.
• The Board shall appoint as a regular Committee Member at least one trustee who has relevant experience with organizational and budget management, and oversight.
• 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.
• Desirable qualifications for other Committee members include experience in the Wikimedia movement or a similar collaborative movement, business or non-profit management, executive compensation, employee benefits, human resources, recruiting and talent development, organizational culture and development, as well as the achievement of diversity in experience, culture and viewpoints among Committee members.
• Committee appointments are for a term of one year, however they shall automatically renew for additional one-year terms unless replaced or terminated by majority of the Board.

Responsibilities

The Committee's responsibilities include:

• Assisting the Board in evaluating the performance of the Executive Director ("ED") against the organizational objectives on an annual basis; and after considering comparative data and other relevant information, recommending the ED's annual compensation to the Board for approval;
• Ensuring the compensation of the Executive Director, 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 reviewing Foundation executive compensation policies and programs, including benefits and pensions and recommending changes; and overseeing the adoption by management of other policies to manage the risks associated with human capital;
• Assisting the board in performing the annual review of the compensation of the executive director, officers, directors, key employees, and highest compensated employees;
• Periodically reviewing the Foundation recruitment, development, performance evaluation, promotion and retention programs; and,
• Performing any additional duties or delegations from the Board to the Committee from time to time.

Procedures and processes

Meetings

• The Committee shall meet at least one time per year, and otherwise as deemed necessary by the Committee Chair.
• The Chair of the Committee may call a meeting with two-day's email notice to the other required attendees.
• A quorum shall be 2/3 of the regular Committee members.
• A majority of the members present shall decide any question brought before the Committee.
• A meeting may be in person or by telephone or video conference so long as all participants are able to simultaneously hear one another.
• Decisions taken outside of a regular meeting of the Committee shall be in the form of written consents, must be unanimous, and signed by each member of the Committee.

Reporting

• 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, if any.

Evaluation

• On an annual basis, the Committee will perform a self-assessment. The results will be reported to the full Board and include any recommended changes to the Committee activities or its charter.

Advisors and management

Advisors

• The Committee shall have the authority, at the expense of the Foundation, to retain such independent accountants, lawyers or other advisors as it shall deem appropriate. This includes the commissioning of external comparability research analysis on an annual basis, or less frequently if so determined.
• The Wikimedia Foundation Chief Talent and Culture Officer shall serve as an advisor to the Committee and may upon invitation attend the meetings.

Votes

• Approve: Ting Chen, Bishakha Datta, Matt Halprin, Samuel Klein, Patricio Lorente, Jan-Bart de Vreede, Kat Walsh, Stu West, Alice Wiegand
• Not present: Jimmy Wales