User:Mike Peel/Governance Committee Charter

This is a sandbox draft of a possible charter for the governance committee. It is based on the outline proposed by CK to the 9 Feb board meeting.

The Wikimedia UK Governance Committee ("The Committee") is a subset of the Board of Trustees ("Board") that focuses on a number of aspects of the governance of Wikimedia UK. It operates under the Charter set out below.

Constitution and Composition

1. The Committee is a sub-committee of the Wikimedia UK Board, and has delegated powers under Article 21 to advise the Board on any aspect of charity or corporate governance best practice.
2. The Committee will consist of between three and five Trustees, which will include the Chair of the Board. The members of the Committee are determined by the Board, and are reviewed annually.
3. The Committee may have Observers.
   1. Observers are appointed by the Board. The Board will review their role annually.
   2. Observers must be members of the Charity.
   3. Observers will be invited to attend, and participate in, all meetings of the Committee.
   4. Observers may not participate in any votes or decisions made under the Committee's delegated powers.
   5. The number of Observers must be less than the number of Trustees serving on the Committee.

Remit

The remit of the Governance Committee is to:

1. Review the performance of governance by the Board, the Chair and individual trustees on an ongoing basis, including
   1. reviewing the performance of the Chair once every two years
   2. reviewing the performance of each Trustee before the end of their term of office if standing for election for a new term
2. Establish and maintain role profiles for the positions of Chair, Secretary, Treasurer and Vice-Chair in line with charity good practice models
3. Identify skills and experience required on the board, and to monitor which of these are currently met and unmet
4. Monitor, and identify steps to improve, the diversity of the Board
5. Advise the Board of the skills and experience the Board needs for compliance with best practice and screen potential candidates with special skills for co-option as non-members or for election by the company members
6. Manage the process of electing trustees in conjunction with the Tellers, including checking that potential conflicts of interest are declared in advance and are permissible and manageable, reviewing the voting system if required, and proposing any policies to inform candidature
7. Advise the board, when required, on the eligibility of applicants for membership of the Charity
8. Manage the process for the succession of the Chair and other Officers of the Board
9. Advise the Board on governance issues arising for all special-purpose Committees with non-Board members (eg, volunteers)
10. Produce other governance recommendations for the Board as requested by the Board or as the Committee feels are necessary
11. To conduct a review of our existing proposals for Fellows and Associates and and Advisory Board and to produce a recommendation, including definitions of any expectations we would have of people in those positions

Meetings and Reporting

1. The Committee shall meet as and when it considers necessary for formulating appropriate written advice to the Board on a governance matter scheduled for decision at its next in-person meeting.
2. The proceedings of the Governance Committee will be reported to the Board at each Board meeting.