(Swiss Verein; Zug register; principal base Geneva. This Bylaw establishes the standing and ad hoc committees of the Board of Trustees (the “Board”), their purposes, composition, authorities, decision-rights, and operating rules. It complements Articles 6 (Governing Bodies), 7 (Representation), 8 (Elections/Terms), 9 (Authorities & Reserved Matters), 10–17 (Programs, Protocol, Data/Privacy/Security), 18 (Disputes), 19 (Emergency), 20 (Asset Lock), 21 (Amendments). The Central Bureau (CB) acts as non-executive Privy Council for clearances, registers, and gazette functions. English controls; FR/DE companions may be issued.)
1.0 General Provisions (Apply to All Board Committees)
1.0.1 Establishment & Authority
(a) The Board hereby constitutes the committees in §§1.1–1.6 as standing committees.
(b) Committees advise and recommend to the Board and may exercise limited delegated powers only where expressly conferred by Board resolution, Annex F (Delegation of Authority, “DoA”), or these Charters.
(c) No committee may amend bylaws, dispose of asset-lock assets, alter Board-reserved matters (Art. 9.1), bind GRF above its delegation, or waive independence/neutrality (Art. 3). Material actions remain subject to CB Clearance (Arts. 9.3, 12).
1.0.2 Composition, Appointment & Terms
(a) Each committee shall have ≥3 Trustees as voting members; the Board appoints a Committee Chair and may designate a Vice-Chair.
(b) The Board may appoint non-trustee advisors (subject-matter experts) as non-voting participants.
(c) Terms are one year, renewable; the Board may rotate membership to sustain independence, diversity, and skills coverage.
(d) Desired skills by committee appear in §1.0.12 and Annex B1-A (Skills Matrix).
1.0.3 Independence, Conflicts & Walls
(a) Members must satisfy fit-and-proper standards (Art. 8.4) and annually file conflicts declarations (Art. 16.2).
(b) Recusals are recorded in minutes; donor/procurement walls are applied where relevant; conflicted members shall not shape agenda, selection, or award decisions.
1.0.4 Meetings, Quorum & Voting
(a) Cadence: at least quarterly; special meetings on Chair’s call or any two members.
(b) Quorum: majority of voting members (≥3). Decisions by simple majority; the Chair holds a casting vote if tied.
(c) Executive sessions without management/advisors occur every meeting and whenever requested by any two members.
(d) Written circular resolutions are permitted where urgent, with CB process clearance and subsequent minute-in at the next meeting.
1.0.5 Access to Information & External Advice
(a) Committees have unfettered access to management, CB Register Extracts (Art. 13), and relevant records, subject to classification rules.
(b) With Board-approved budgets, committees may engage independent counsel, audit, forensic, or technical advisors.
1.0.6 Records, Confidentiality & CSR
(a) Minutes and action logs are filed to the Council System of Record (CSR) within 10 Business Days (Art. 13.1).
(b) Materials are classified per Annex W (Records) and Art. 15 (Privacy/Security). Summaries may be gazetted where material and lawful.
1.0.7 Interface with CB & Executive Management (EM)
(a) CB acts as clerk for clearances, registers, gazette and may issue advisory opinions; where tied to a Clearance, conditions are binding.
(b) EM attends by invitation, provides management packs, and executes only within DoA and subject to applicable CB Clearances.
1.0.8 KPIs, Workplans & Reporting
(a) Each committee maintains an annual workplan with KPIs and target dates (Annex B1-B).
(b) Quarterly reports go to the Board; Annual Committee Reports go to the Board and GA.
1.0.9 Training & Induction
New members receive induction on bylaws, independence/conflicts, finance, privacy/security, PSEA, and committee-specific matters. Annual refreshers are mandatory (Art. 16.6).
1.0.10 Adverse Events & Escalation
Committees escalate material control failures, breaches, or non-compliance to the Board Chair and CB immediately, documenting causes and interim safeguards.
1.0.11 RAP Interface (Art. 19)
During RAP, committees may convene virtually with reduced quorum where permitted, limited to continuity decisions; all RAP-period acts are time-boxed and later ratified.
1.0.12 Core Skills by Committee (Guidance)
- Audit & Risk: accounting/audit, internal control, enterprise risk, cyber/model risk.
- Finance & Investment: treasury, reserves, banking/custody, capital facilitation.
- Nominating & Governance: governance, diversity/inclusion, leadership vetting.
- Ethics & Compliance: investigations, sanctions/KYC/AML, PSEA, integrity.
- Technology & Data: cloud/identity, cybersecurity, data/AI governance, EO/HPC.
1.1 Audit & Risk Committee (ARC)
1.1.1 Purpose
Independent oversight of financial statements, external audit, internal control, fraud/whistleblowing, enterprise risk, and assurance (including RAP after-action reviews).
1.1.2 Authority
Recommend external auditor appointment/removal and fees; approve internal audit plan; pre-approve auditor non-audit services within caps; call special investigations; request CB process reviews.
1.1.3 Duties
(a) Financial reporting: review draft financials, accounting policies, going-concern statements, and management representations; recommend approval to the Board.
(b) External audit: approve scope/timeline; review management letters and remediation; consider audit partner rotation.
(c) Internal control system (ICS): oversee fraud controls, segregation of duties, reconciliations, access management, and control testing results.
(d) Whistleblowing: oversee channels, triage timeliness, and retaliation safeguards (Art. 16.4).
(e) Risk oversight: review Risk Appetite, principal risks (finance, legal, cyber, model, privacy, sanctions/AML, program delivery), stress tests, and mitigation plans.
(f) RAP assurance: review RAP logs, overrides, spend, and post-event assurance (Art. 19).
(g) Non-financial metrics: oversee assurance over key DRR/DRF/DRI KPIs and sustainability claims where disclosed.
1.1.4 Outputs
Audit opinion review & recommendation; quarterly risk dashboards; internal audit reports; ARC Annual Report.
1.2 Finance & Investment Committee (FIC)
1.2.1 Purpose
Advise on budgets, reserves, treasury/banking, investment of reserves, insurance, and capital facilitation consistent with neutrality (Art. 3) and the asset lock (Art. 20).
1.2.2 Authority
Recommend budget and reforecasts; approve treasury operating procedures within policy; recommend banking/custody partners; propose reserve targets and investment constraints.
1.2.3 Duties
(a) Budget: review annual plan, scenario sensitivities, and mid-year reforecasts; track budget vs. actual.
(b) Reserves: propose target levels (operating, risk, opportunity) and replenishment rules; monitor coverage.
(c) Treasury & Investment Policy (Annex H): instrument limits (capital preservation, short duration), no speculative derivatives, counterparty concentration caps, multi-bank architecture, FX policy.
(d) Banking & Signatory: review mandates and Signatory Matrix (Annex G), two-to-sign enforcement, and alternates.
(e) Revenues & pricing: review membership tier pricing models and fee schedules; recommend adjustments to Board-reserved decisions.
(f) Insurance: review coverage (D&O, cyber, crime, event, liability) and claims posture.
(g) Capital facilitation/DRF rails: ensure ring-fencing, neutrality, transparency registers, and CB Clearances; escalate Material Actions to the Board.
1.2.4 Outputs
Budget recommendation; quarterly treasury report (liquidity, VaR/limits, exceptions); reserves & investment update; FIC Annual Report.
1.3 Nominating & Governance Committee (NGC)
1.3.1 Purpose
Steward Board composition, Trustee succession, committee slates, governance standards, and Board effectiveness.
1.3.2 Authority
Run trustee search and vetting, recommend committee assignments, oversee Board/committee evaluations, sponsor governance amendments (with CB process clearance).
1.3.3 Duties
(a) Maintain a skills matrix and diversity objectives; conduct fit-and-proper checks and reference screening.
(b) Propose Trustee candidates (staggered terms; Art. 8.1); manage mid-term vacancies.
(c) Recommend committee assignments and chairs; plan succession for Board leadership.
(d) Curate Standing Orders, committee charters, and governance instruments; coordinate amendment flow (Art. 21).
(e) Oversee Board education and induction; track completion of mandatory trainings.
(f) Conduct annual Board/committee self-assessments and implement improvement plans.
1.3.4 Outputs
Slate proposals, evaluation reports, governance roadmap, NGC Annual Report.
1.4 Ethics & Compliance Committee (ECC)
1.4.1 Purpose
Oversee ethics regime, conflicts & related-party transactions (RPT), sanctions/KYC/AML, PSEA/safeguarding, election integrity summaries, and investigation outcomes.
1.4.2 Authority
Approve Code updates; recommend material RPT approvals/disapprovals per thresholds; require corrective actions; commission independent investigations.
1.4.3 Duties
(a) Maintain Code of Ethics & Conduct and Vendor Code; monitor training completion.
(b) Oversee Conflicts & RPT Register (aggregate); review material RPTs for arm’s-length terms and neutrality walls; ensure CB Clearance IDs on approvals.
(c) Oversee sanctions/KYC/AML controls, escalations, and debarment lists.
(d) Supervise whistleblowing posture and case cycle times; guard against retaliation.
(e) Review election integrity incident summaries with CB (Art. 8.6); recommend remedies and disqualifications as warranted.
1.4.4 Outputs
Quarterly ethics/compliance dashboards; conflicts & RPT report; ECC Annual Report.
1.5 Technology & Data Committee (TDC)
1.5.1 Purpose
Board-level oversight of technology strategy, cybersecurity, identity & CSR platforms, data/model governance (incl. AI/ML), and vendor/supply-chain risk, enabling safe delivery of DRR/DRF/DRI programs.
1.5.2 Authority
Approve baseline standards and guardrails for model governance (subject to Board adoption for high-stakes models); request red-team exercises; commission independent security reviews.
1.5.3 Duties
(a) Strategy & roadmaps: review platform plans (cloud, identity/SSO/MFA, CSR, analytics, EO/HPC clusters), alignment to budgets and risk appetite.
(b) ISMS/PIMS: oversee ISO/IEC 27001/27701 alignment, vulnerability management, patch SLAs, penetration/red-team testing cadence, continuity/DR (Annex Z).
(c) Data & Model governance: maintain Data/Model Cards, validation & calibration standards, fairness/uncertainty disclosures, red-team cadence, and model retirement criteria (Art. 15.2).
(d) Privacy & transfers: monitor DPIAs, TIAs, cross-border transfers, DPO reports, and EU/UK representative arrangements (Art. 15.4).
(e) Third-party risk: assess critical vendors (cloud, identity, data providers), SBOM/SLSA, secure SDLC, and incident reporting thresholds.
1.5.4 Outputs
Quarterly technology & cyber dashboard; model-risk oversight summaries; TDC Annual Report.
1.6 ECT Joint Committee Liaison Protocol (EJCLP)
1.6.1 Purpose
Provide disciplined liaison with Earth Cooperation Treaty (ECT) governance for inter-nexus cooperation (Art. 11), without ceding independence (Art. 3) or Board-reserved powers (Art. 9.1).
1.6.2 Composition
Two Trustees (one drawn from ARC/TDC, one from FIC/ECC), plus CGS (CB; non-voting) and an EM liaison (non-voting). Nexus observers may be invited for specific agendas (non-voting).
1.6.3 Mandate & Duties
(a) Align joint schedules and roadmaps across Nexus Entities; ensure Clearance harmonization and Register mirroring for cross-entity actions (Art. 11.5).
(b) Screen inter-nexus items for Board-reserved content and Material Actions (DRF rails, IP/data licenses, cross-border privacy/security).
(c) Monitor non-exclusivity and independence; trigger Board call-in if walls are breached.
(d) Maintain a standing issues list, agreed KPIs, and quarterly liaison report to the Board.
1.6.4 Information Handling
All EJCLP records are classified and filed in the CSR; Gazette summaries may be published with lawful redactions.
1.7 Ad Hoc Committees
1.7.1 Formation
The Board may constitute time-bound Ad Hoc Committees (e.g., Geneva Annual Meeting delivery, merger feasibility, RAP review). A written Terms of Reference (ToR) sets purpose, scope, authority, budget, reporting, and sunset.
1.7.2 Operations & Handover
Ad Hoc Committees follow §1.0 rules; report at least monthly; on sunset, deliver a closure report, transfer records to the CSR, and hand residual actions to the appropriate standing committee.
1.8 Cross-Cutting Metrics & Calendars (Informative)
- ARC KPIs: audit remediation closure %, whistle case cycle time, top-risk mitigation status, RAP assurance timeliness.
- FIC KPIs: reserve coverage ratio vs. target, liquidity days, counterparty limit usage, bank recon timeliness, insurance adequacy.
- NGC KPIs: skills-coverage index, diversity targets, onboarding completion, evaluation actions closed.
- ECC KPIs: conflicts filings on time, RPT approvals within SLA, training completion %, sanctions/AML hits resolved.
- TDC KPIs: critical CVE patch SLA, DPIA throughput, red-team cadence, model-card coverage, mean-time-to-detect/respond.
Committee annual calendars and workplans are maintained in Annex B1-B and updated each Q1; changes are minute’d and filed in the CSR.
1.9 Amendments to Bylaw 1
This Bylaw and committee charters are reviewed annually by NGC and approved by the Board under Art. 21; material updates are gazetted and filed in the CSR. During RAP, temporary operational adjustments may be issued but expire unless ratified within 30 days post-RAP.
Design result: A Swiss-grade committee system that gives the Board eyes-on, hands-off oversight—finance that preserves the asset lock, ethics that prevent capture, technology that is secure and explainable, and inter-nexus cooperation that is coordinated yet independent—all anchored in auditable CB processes and the Council System of Record.