Finance Committee Charter

As amended 18 June 2023

The Finance Committee (the “Committee”) of the Board of Trustees (the “Board”) of the Internet Society (“ISOC”) 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 ISOC and its subsidiaries.

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/statement of financial position, income statement/ statement of financial activities, cash flow statement, and statement of functional expenses.

III. Special Conflict of Interest Rules

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

The member must not receive or accept, directly or indirectly, any consulting, advisory, or other compensatory fees from ISOC or its subsidiaries or 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.

V. Responsibilities and Duties

The following shall be the principal recurring duties of the Committee in carrying out its responsibilities. These duties are intended as a guide, with the understanding that the Board may modify or supplement them as appropriate:

• Review the proposed annual budget for ISOC and make a recommendation to the Board for approval.
• Monitor ISOC’s income, expenses, and balance sheet against the Board-approved budget, long-term trends, and industry benchmarks and recommend corrective action as appropriate.
• Oversee and review investment asset allocation, investment strategies, and objectives, and monitor investment performance and risk analysis.
• Review significant policies with financial implications, such as ISOC’s Financial Delegation Policy and Investment Policy, and make recommendations to the Board.
• Review with management matters that may have an implication on ISOC’s tax-exempt status under the US tax code, including the Public Support Test.
• Review with management any significant “off-balance sheet” transactions, arrangements, or obligations, including any significant arrangements with ISOC’s affiliate PIR.
• 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 ISOC’s finances and assist the Board with its review of financial matters affecting ISOC.