1. PURPOSE
This Governance Charter (Charter) establishes a governance structure and defines key organizational elements of the Global Network Initiative (GNI), a multi-stakeholder initiative comprised of companies and other stakeholders in the global information and communications technology (ICT) industry that are committed to promoting and advancing freedom of expression and privacy across the technology ecosystem.
This Charter describes how GNI is governed in order to ensure integrity, accountability, relevance, effectiveness, sustainability, and impact. Alongside GNI’s Principles on Freedom of Expression and Privacy (the GNI Principles), the Implementation Guidelines, and the, Accountability, Policy and Learning Framework, this Charter is one of GNI’s foundational core documents.
The contents of this Charter and the other core documents of GNI may evolve over time to reflect a greater diversity of participants, views, experience, and learning. The Charter was last revised in April 2024.
2. GOVERNANCE
A. Legal Structure: The GNI became a US registered non – profit (known as a 501c3) on May 11, 2011.
B. Board Role and Responsibilities: The primary purpose of the Board of Directors (Board) is to further the Principles and to oversee the organization to fulfill the vision of the GNI. The Board shall be responsible for the strategic direction and fiduciary operations of the GNI. The Board’s core functions include:
C. Board Composition: There will be four constituency groups, one each for companies, non-governmental organizations (NGOs), investors, and academics. The Board will be composed of up to six representatives from participating companies, up to three representatives from NGOs, one representative from participating investors, up to two representatives from participating academic institutions and individuals, and an independent Chair.
The Board shall not have more than one representative from a single company, NGO, investor, or academic institution at any given time.
With the exception of individual members of the academic constituency who serve in a personal capacity, individuals shall serve on the Board in their institutional capacities. If a director is unavailable to attend a specific meeting, they may notify the Executive Director at least two business days in advance to designate a substitute from within their institution or an alternate from their constituency, consistent with their constituency-specific Terms of Reference.
If the Board has fewer than the maximum permissible number of Board members as set forth in this Charter, then the Board shall strive to fill those open seats as soon as practicable. Each open Board seat will remain open until a suitable individual(s) is selected. In cases where there are open Board seats in a constituency group, the voting authority for those open seats shall be evenly distributed among the appointed Board members of that constituency group on the Board.
D. Board Selection: Each constituency will nominate and select its own Board members according to any applicable constituency-specific rules, undertake meaningful consultation with other GNI constituencies about their proposed selections, and be mindful of the need for a high level of competency and participation from Board members. Each constituency will strive to nominate and approve Board members that together will constitute a balanced board with a diversity of experience, insights, and perspectives on the pursuit of freedom of expression and privacy across the technology ecosystem.
E. Alternate Board Members:
(i) Each constituency may nominate alternate Board members from within its constituency as follows: up to six company alternates; up to three NGO alternates; up to two investor alternates; and up to two academic alternates. The alternate Board members will be selected with the consent of a majority of the members of that constituency. Alternate Board members may be permitted to participate in Board proceedings but may only vote when a member of his or her constituency group is absent or unable to vote due to a conflict of interest. An alternate Board member may not vote if another representative from their institution is also voting on the same matter. Alternate Board members should attend and participate in Board meetings to the extent practicable.
(ii) Additionally, the Vice-Chair shall serve as an alternate Board member of the Independent Chair. Only in the absence of the Independent Chair shall the Vice-Chair preside at any meetings of the Board of Directors and be permitted to vote. The Vice-Chair shall have and perform such other duties as from time to time may be assigned to the Vice-Chair by this Charter, the Bylaws and by the Board of Directors and as may be delegated by the independent Chair of the Board. The Vice-Chair shall only assist the independent Chair in performing the independent Chair’s duties as assigned by this Charter, the Bylaws, and by the Board of Directors.
F. Board Terms: Individual Board member terms shall be up to three years in length, and terms are automatically renewable for one term only, subject to the Bylaws. Individual members may also serve terms of fewer than three years in the case of removal, resignation, or other opening on the Board. A Board member may serve a third consecutive term upon the affirmative vote of a majority of the Board member’s constituency and in accordance with the Bylaws. Institutions may be represented on the Board for up to three consecutive three-year terms, regardless of how many individuals may be designated to represent that institution during those terms. Institutional term limits shall begin with the election of the 2024 Board. Term limits will reset after any individual or institution spends one full term off the Board as a voting member.
A Board member who serves on the Board as a representative of a company, NGO, investor, or academic institution and leaves the employment of that company or institution shall resign from the Board at the latest by the effective date of his or her termination of employment. If such a Board member does not complete his or her term, the company or institution shall select a replacement Board member, consistent with any applicable rules of the relevant constituency. Serving a partial term shall not count against the limits to Board terms described above.
G. Board Chair: The Board shall be exclusively entitled to nominate the independent Chair and the independent Chair will be elected by (1) the affirmative vote of a majority of each constituency group present and (2) the affirmative vote of a majority of all constituency group participants present. The Chair shall have the right to vote. The Chair will serve for a three-year term, renewable once (maximum of six years).
H. Vice-Chair: The Board shall be exclusively entitled to nominate the Vice-Chair and the Vice-Chair will be elected by (1) the affirmative vote of a majority of each constituency group present and (2) the affirmative vote of a majority of all constituency group participants present. The Vice-Chair shall only be either (i) an independent expert member of GNI or (ii) a representative of an academic, NGO, or investor participant of GNI. The Vice-Chair will serve until the expiration of the earlier of (a) a three-year term or (b) the termination of the Independent Chair’s term, renewable once (for a maximum of six years of continuous service).
I. Board Participation: Members of the Board must be active participants in GNI meetings, activities, events, and work streams, and must regularly promote the objectives and goals of the GNI with non-participants.
J. Board Competence: Members of the Board must adhere to high standards of professional competence and collaboration and demonstrate leadership in the pursuit of freedom of expression and privacy.
K. Quorum: Subject to the requirements of Section 2.1 of the Voting Agreement, a majority of the Board members shall constitute a quorum as long as at least one-half of the representatives—or their alternates from each constituency—is present. Participation by tele- or video-conference shall constitute presence for purposes of a quorum. The Executive Director will be permitted to participate ex officio in Board and committee meetings, but shall not count towards the quorum and shall not be eligible to vote.
L. Board Meetings: The Board will meet not less than every four months (three times a year), either via tele- or video-conference or in person, with one meeting serving as the GNI annual meeting. Additional meetings may be convened as necessary by the Board Chair and/or Vice-Chair with appropriate notice.
The Board may meet in a closed executive session when considering highly sensitive decisions such as personnel matters.
M. Conflicts of Interest: GNI Board members must exercise objectivity, independence, due care, and diligence on all matters and are required to commit to GNI’s conflict of interest policy.
N. Issues for Board Consideration: The Board will strive for consensus and make a concerted effort to make decisions after consultation with the GNI staff and participating organizations. Where consensus is not reached, the following voting rules shall apply:
Super-majority vote:
• Adoption or amendment of the core GNI documents
• Appointment and removal of the Executive Director
• Nomination and removal of the GNI Board Chair
• Nomination and removal of the GNI Vice-Chair
• Terminating the participation of a company, NGO, academic institution, or investor
• Adoption of and material changes to the reporting and independent assessment process
• Determination of compliance of a GNI participant
• Changing funding commitments for participating companies
• Placing a company on special review
• Exceptions or exemptions to this charter or other GNI documents
• Dissolution of the GNI
• Other votes at the discretion of the Chair
Simple-majority vote:
• Annual operating plan and budget
• Accreditation of independent assessors and determination of independence as to a particular company
• Admission of new participants
• Adopting meeting minutes
• Recommendations related to company reporting on GNI participation
• Approving GNI’s annual report
• Approving conflicts of interest policies and procedures
• Other votes raised by a member of the Board, Executive Director, or other GNI participating organization
A super majority is defined as two-thirds of the full Board and at least 50 percent of each constituent group. A simple majority is defined as 50 percent plus one of the full Board. These definitions refer to the simple or super majority of full Board seats, not just of those Board members present for the vote. Board members who are required to recuse themselves for reasons of conflict of interest shall be counted as part of a quorum and recorded as “present.” However, the presence of a Board member who is recused shall not be included in constituent super-majority votes.
O. Board Meeting Minutes: A secretary shall take minutes of each Board meeting. The secretary shall distribute the minutes to Board members via email following a meeting.
P. Board Meeting Summaries: A non-attributed summary of Board meetings and the GNI annual meeting reflecting non-confidential discussions will be published on the GNI website following adoption of the minutes for such meetings.
Q. Committees and Working Groups: The Board may create committees and working groups which shall consist of one or more directors in order to facilitate the work of the Board, to provide advice on the further development of the Charter, to inform the development of GNI policies and procedures, and for other purposes. Committees and working groups will strive for consensus, but may bring alternative recommendations to the Board if consensus cannot be achieved. The following committees are currently operational:
• Executive
• Membership
• Development
• Accountability
• Policy
• Learning
All GNI members are eligible and encouraged to participate in these committees and working groups in order to maintain diverse representation across GNI activities.
3. STAFF
The GNI will employ a staff led by an Executive Director to fulfill the activities agreed upon by the Board. The Executive Director shall be responsible for implementing the strategy and policies of the GNI as established by the Board and shall serve at the direction of the Board.
4. PARTICIPANTS
A. Constituency Terms of Reference: Each class of membership shall develop its own Terms of Reference, which will include definitions of class criteria and class-specific rules, including for the appointments of alternates or substitutes in accordance with the Bylaws, and whom among them will vote in the absence of a Board member, and other relevant information. These Terms of Reference will be approved by the Board and made available to all participants.
B. Joining Process: GNI participation is open to companies in the global ICT sector worldwide, and NGOs, investors, and academic institutions that commit to the Principles and other core GNI documents.
A prospective participant shall submit a statement of interest signed by its director, board member, or other authorized representative declaring a commitment to:
• Implement and/or advance the Principles and other core GNI documents as relevant to the participating organization’s activities
• Promote accountability with respect to the implementation of the Principles
• Contribute to shared learning and collective action on GNI-related issues among participants
Based on these submissions and following appropriate due diligence, the Executive Director shall make a recommendation to the Board regarding the organization’s suitability to participate in the GNI.
C. Responsibilities of Participating Companies: Each company shall agree to:
• Adopt the Principles and other core GNI documents
• Implement a system of processes and procedures described in the Implementation Guidelines
• Be assessed and evaluated by independent assessors in accordance with guidelines adopted by the Board and report on the outcome
• Contribute to shared learning, accountability, and collective action among GNI participants
• Pay annual dues set by the GNI
• Actively participate in GNI meetings and/or activities.
D. Responsibilities of Participating NGOs, Investors, or Academic Institutions: Each non-company institution will agree to the following:
• Adopt the Principles and the core GNI documents
• Support the Principles and the goals of the GNI through the NGO, investor, or academic institution’s program of work
• Contribute to shared learning, accountability, and collective action among GNI participants
• Pay nominal annual dues or if acting in a personal capacity offer an in-kind donation
• Actively participate in GNI meetings or activities
E. Termination: After appropriate notice and opportunity to remedy, a participant’s participation in the GNI may be terminated by the GNI Board for any of the following reasons:
• Failure to pay dues
• Failure to attend meetings and activities for more than a 12-month period
• Failure to meet reporting requirements
• Failure to materially participate in class voting
• Failure for companies to meet compliance and evaluation requirements
• Disclosure of information in contravention of the non-disclosure policy set out below and as elaborated upon in additional GNI guidance
• Egregious or repeat violation of GNI’s Code of Conduct
Participants who have been terminated may reapply after two years in accordance with the joining procedures outlined above, provided that remediation efforts have been successfully implemented as determined by the Board.
5. ACCREDITED INDEPENDENT ASSESSORS
An essential element of the GNI’s accountability framework will be assessments of each participating company’s compliance with the GNI Principles and Implementation Guidelines undertaken by independent assessors. Independent assessments shall be undertaken as described in the Accountability, Policy, and Learning Framework document and the Assessment Toolkit. The Accountability Committee may also develop additional guidance and tools consistent with its Terms of Reference.
A. Assessment Phases: The GNI’s accountability framework is a two-stage process:
1. Self-reporting from the companies to GNI after one year of membership.
2. A periodic independent assessment of each company participant covering both a process review and the review of specific cases. The cadence of assessment will be determined by the Board.
B. Independence of Assessors: Individuals and organizations that assess company compliance with the GNI Principles must maintain independence from the companies they assess.
C. Competence of Assessors: Independent assessors must adhere to the highest professional standards for third-party assessments grounded in the fundamental principles of integrity, objectivity, professional competence, confidentiality, and professional behavior.
All accredited assessors with GNI are required to sign GNI’s publicly available independence and competency criteria.
If, upon selection of the independent assessor by a company, a GNI participant or the Executive Director raises, in writing, a new independence concern not already reviewed by the Board in the assessor certification process, the Board will evaluate the claim and make a further determination on independence through a simple majority vote of the Board. This evaluation and determination may be delegated by the Board to the Accountability Committee.
D. Application Process for Assessors: Application, training, and accreditation of assessors will be conducted by the GNI staff under processes developed by the Accountability Committee and approved by the Board.
E. Contracting with Assessors: Accredited assessors will enter into a master services contract with GNI, the terms of which shall be developed by the Staff and approved by the Accountability Committee.
F. Fees for Assessors: Companies will negotiate terms of payment with the accredited independent assessors and set them out in the subsidiary agreement between the assessors and the company.
An essential element of the GNI’s accountability framework will be assessments of each participating company’s compliance with the Principles and Implementation Guidelines undertaken by independent assessors. Independent assessments shall be undertaken as described in the Accountability, Policy and Learning Framework document.
6. PUBLIC PARTICIPATION
GNI will establish mechanisms, through which the public can share information with GNI, provide feedback, ask questions, and raise concerns related to GNI activities and the GNI Principles. GNI will consider public input, including inquiries and complaints, in assessing the GNI’s overall progress.
GNI recognizes that it may receive complaints and grievances from users concerning company compliance with the GNI Principles. Due to the complexity of the global landscape regarding online freedom of expression and privacy, and the potential scale of complaints, GNI will develop an appropriate complaints procedure consistent with its size and available resources. This will focus on processes that can help GNI to identify and resolve concerns raised by the public of significance to the GNI Principles and to do so through a credible, efficient, and transparent process.
Until then, GNI will forward all company-specific complaints, questions, and communications to the relevant company for resolution.
7. General Communications to the Public
The GNI’s communications with the public will be managed by the Executive Director at the direction of the Board.
A. Public Information: The following information may be routinely published by GNI staff, the
Board, or participants:
• The names of participating companies, NGOs, investors, or academic institutions
• Whether a participant is in good standing as a member of the GNI
• A summary of the actions taken by a participant to promote the Principles, provided that such communications are consistent with the non-disclosure policy and communications protocols
B. Non-Disclosure Policy: The following information will not be disclosed by the GNI staff, the Board, participants, or assessors:
• Information identified as confidential by any participant or that is reasonably understood to be confidential
• The existence or subject matter of any confidential discussions of the GNI or the Board
Violation of the non-disclosure provisions of the Charter may be grounds for removal from participation in the GNI, termination of employment at the GNI, or in the case of assessors, removal of accreditation status by the GNI.
8. REVIEW
The Charter and other core GNI documents will be reviewed as necessary by the Board in the light of experience, evolving circumstances, and stakeholder feedback.
9. FUNDING AND RESOURCES
The GNI will receive funding from participating companies. The GNI will also seek assistance from foundations, governments and other appropriate sources.
The Board will fashion a scope of work for the GNI that reflects the level of company participation and available funding, while also ensuring that each of the elements of the GNI mission receives meaningful support.
Funding targets, recruiting targets and budgets will be prepared by the Executive Director and approved by the Board.
10. GLOSSARY OF TERMS
• “Independent assessor” refers to an individual or group of individuals who demonstrate the independence and competency necessary to assess company implementation of the Principles and other core GNI documents.
• ”Board” shall mean the Board of Directors of the GNI.
• ”Board member” shall mean a member of the Board, including the Chair. If an individual is serving as a representative of an organization, “Board member” shall refer to the organization. The individual serving on the Board on behalf of that member organization will serve as a representative of that member organization, not in a personal capacity. If the member of the GNI is an individual, then that person serving on the Board is doing so in a personal capacity.
• ”Chair” shall mean the independent chairman or chairwoman of the Board.
• ”Charter” shall mean this Governance Charter of the GNI and any subsequent amendments to it.
• ”Compliance” shall mean a determination by independent members of the Board that a company is in compliance with the Principles.
• ”Core GNI documents” are the Principles on Freedom of Expression and Privacy, the Implementation Guidelines, the Accountability, Policy and Learning Framework, and this Governance Charter.
• “Quorum” refers to the presence of a majority of the Board members, including at least one-half of the representatives or their alternates from each constituency. A Quorum is required for the conduct of Board business.
• ”Simple-majority vote” shall mean 50 percent plus one of the full Board. It refers to a simple majority of full Board seats, not just of those Board members present for the vote.
• ”Special review” is a status conferred upon a company by the Board when the Board determines that the company does not meet the participation criteria, is not in compliance, or has failed to take corrective action steps to address problems previously identified.
• ”Super-majority vote” shall mean two-thirds of the full Board and at least 50 percent of each constituent group. It refers to a super majority of full Board seats, not just of those Board members present for the vote.
“Vice-Chair” shall mean the vice-chairman or chairwoman of the Board.
3. STAFF
The GNI will employ a staff led by an Executive Director to fulfill the activities agreed upon by the Board. The Executive Director shall be responsible for implementing the strategy and policies of the GNI as established by the Board and shall serve at the direction of the Board.