Finance Committee

Members

The current members of the Finance Committee are
(select their name to view their biography on the Internet Society website):

• Laura Thomson, Chair
• Ramanou Biaou
• Ted Hardie
• Kathleen Moriarty
• Caleb Ogundele

Finance Committee Charter

Adopted by the Board 4 May 2021

The Finance Committee (the “Committee”) of the Board of Trustees (the “Board”) of the Internet Society Foundation (the “Foundation”) has the responsibilities, duties, and authority described in this Charter.

I. Purpose

The primary purpose of the Committee shall be to assist the Board in fulfilling its oversight responsibilities relating to the review and monitoring of the budget and finance processes for the Foundation.

II. Composition

The Committee shall consist of a set Trustees appointed by the Board. The President and the Treasurer shall serve as ex officio members of the Committee. Only voting Trustees can vote in the Committee, which shall include at least three voting trustees (including ex officio members who are voting Trustees). The Treasurer shall serve as the Chair of the Committee.

All members of the Committee must be able to read and understand fundamental financial statements, including a balance sheet, income statement, cash flow statement, statement of financial position, and statement of financial activities.

III. Special Conflict of Interest Rules

No members of the Audit Committee may serve on the Finance Committee.

No member may receive or accept, directly or indirectly, any consulting, advisory or other compensatory fee from the Foundation or its affiliates, except for that which is incident to serving on the Board or the Committee.

IV. Meetings

The Committee shall meet at least quarterly or more frequently as circumstances dictate. Regular meetings of the Committee shall be called by the Chair. Special meetings may be called by any Committee Member. Notices of Committee meetings shall be sent to all Committee members and must identify the time and place (electronic or physical) of the meeting.

V. Authority, Responsibilities and Duties

The Committee shall have the necessary authority and resources to discharge its responsibilities and duties. This shall include the authority to retain special counsel, experts, or consultants as the Committee deems appropriate. The Foundation shall provide for appropriate funds as determined by the Committee for the payment of the fees and expenses of any such special counsel, experts, or consultants as well as all ordinary administrative costs incurred by the Committee and its individual members that are necessary and appropriate in performing their duties.

The following shall be the principal recurring duties of the Committee in carrying out its responsibilities:

• Review the proposed annual budget for the Foundation and make a recommendation to the Board for approval.
• Monitor the Foundation’s income, expenses, and balance sheet against the Board-approved budget, long-term trends, and industry benchmarks and recommend corrective action as appropriate.
• Review significant policies with financial implications, such as the Foundation’s Financial Delegation Policy and Investment Policy, and make recommendations to the Board.
• Review with management matters that may have an implication on the Foundation’s tax exempt status under US tax code.
• Review with management any significant “off-balance sheet” transactions, arrangements or obligations including any significant arrangements with the Foundation’s affiliated organizations, including the Internet Society and Public Interest Registry.
• Review additions to or termination of programs or transactions that may significantly vary from either the strategic objectives or the financial targets in the annual budget.
• Communicate with the Board about the Foundation’s finances and assist the Board with its review of financial matters affecting the Foundation.
• Maintain minutes of meetings and provide thorough and accurate reports to the Board regarding the actions taken by the Committee.
• Annually review (a) this Charter and the scope of the responsibilities and duties of the Committee and (b) the Committee’s performance of its responsibilities and duties as set forth in this Charter, and make recommendations to the Board as appropriate.
• Undertake such other responsibilities as the Board may delegate or assign to the Committee from time to time.