Governance Committee Charter: Difference between revisions

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The Wikimedia UK ("WMUK") Governance Committee ("The Committee") is a committee formed by the [[Board of Trustees]] ("Board") that exists to monitor and advise on best practice in charity and corporate governance, succession-planning and the competence and performance of the Board and individual trustees. It operates under the Charter set out below.
The Wikimedia UK Governance Committee ("The Committee") is a committee formed by the [[Board of Trustees]] ("the Board") that exists to advise on governance issues generally, and to handle any governance-related work that may be delegated to the Committee by the Board. It also deals with succession-planning and the performance of the Board and individual trustees. The Committee operates under the Charter set out below.


== Constitution and Composition ==
== Constitution and Composition ==
# The Committee exists to advise the Board on any aspect of charity or corporate governance best practice. The extent of this role is set out below.
# The Committee is a standing committee of the Board.
# The Committee is a Committee of the Wikimedia UK Board.
# The Committee consists of between three and five trustees and is chaired by the Chair of the Board who is a member ''ex officio''.  Membership of the Committee is determined by the Board, and will be reviewed at least annually.
# The Committee has delegated powers under [[Articles#Delegation of Directors' powers|Article 21]] to advise the Board on any aspect of charity or corporate governance best practice and provide non-binding recommendations to the Board.
# The Board may appoint observers (who must be members of the charity). If observers are appointed:
# The Committee will consist of between three and five Trustees of the Charity, which will include the Chair of the Board of Trustees.  The membership of the Committee is determined by the Board, and is reviewed annually.
## They may attend and participate in meetings of the Committee, but they may not vote.
# The Committee will be chaired by a trustee who is a member of the Committee. The committee will determine who will act as its Chair. If the Committee cannot reach a decision on who is to Chair it then this decision will revert to the Board of Trustees.
## The number of observers must be fewer than the number of trustees serving on the Committee.
# The Board can appoint Observers to attend committee meetings.
## Each observer's appointment will be reviewed at least annually by the Board.
## The Board will review their role annually.
## Observers must be members of the Charity.
## Observers will be invited to attend, and participate in, all meetings of the Committee.
## Observers may not participate in any votes or decisions made under the Committee's delegated powers.
## The number of Observers must be less than the number of Trustees serving on the Committee.


== Remit ==
== Remit ==
The remit of the Governance Committee is to:
The remit of the Governance Committee is:
# Facilitate an annual self-review of performance of the Board, including providing a review of the performance of:
# To advise the Board on all matters of governance, and to deal with any governance-related work delegated to the Committee by the Board.
## The Board six months after the previous AGM
# To review Board and trustee performance, including:
## The Chair after they have served for six months in said role, and every two years thereafter in that role
## Facilitating an annual self-review of the performance of the Board
## Individual trustees three months before the end of their term of office, if said trustees will be standing for election for a new term
## Reviewing the Chair after he or she has served for six months in that role, and every two years thereafter
# Monitor and update the role profiles at [[Board/Role profiles]] for the positions of Chair, Secretary, Treasurer and Vice-Chair in line with charity good practice models
## Reviewing individual trustees before the end of their term of office, where they will be standing for election for a new term.
# Identify skills and experience required on the Board, monitor which of these are currently met and unmet, and report to the Board on any gaps in skills and experience.
# To identify skills and experience required on the Board, monitor which of these are currently met and unmet, and report to the Board accordingly.
# Monitor and identify steps to improve the diversity of the Board
# To monitor and advise on Board diversity.
# 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 or for election by the company members
# To advise the Board of the skills and experience the Board needs for compliance with best practice, and to screen potential candidates with special skills for co-option or for election by the company members.
# 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
# To 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.
# Advise the board, when required, on the eligibility of applicants for membership of the Charity
# To advise the Board, when required, on the eligibility of applicants for membership of the charity.
# Manage the process for the succession of the Chair and other Officers of the Board
# To manage the process for the succession of the Chair and other officers of the Board.
# Advise the Board on governance issues arising for all special-purpose Committees with non-Board members (eg, volunteers)
 
# Produce other governance recommendations for the Board as requested by the Board or as the Committee feels are necessary
The Committee has delegated powers under [[Articles#Delegation of Directors' powers|Article 21]] to advise the Board on any aspect of governance, and to provide non-binding recommendations to the Board. It may also handle governance-related work where such work has been explicitly delegated to the Committee by the Board.


== Meetings and Reporting ==
== Meetings and Reporting ==
# The Committee shall meet as and when it considers necessary in order to formulate appropriate written advice to the Board on governance matters that are scheduled for decision at its next in-person meeting.
# The Committee shall meet as and when it considers necessary in order to formulate appropriate written advice to the Board.
# Meetings will be called by the Chair of the Committee.
# Meetings will be called by the Chair of the Committee.
# Recent proceedings of the Governance Committee will be reported to the Board at each Board meeting.
# Attendance of non-Committee members or observers at the Committee's meetings is at the discretion of the Chair.
# The Governance Committee will report publicly wherever possible. It can report confidentially to the Board when it feels that confidential reporting is appropriate. Said reporting may be publicly released by the Board or by the Committee subject to a majority vote by either group.
# The proceedings of the Committee will be reported to the Board at each Board meeting.
# The Committee will report publicly wherever possible. It can report confidentially to the Board when it feels that confidential reporting is appropriate. Such reporting may be publicly released by the Board or by the Committee subject to a majority vote by either group.


[[Category:Governance Committee]]
[[Category:Governance Committee]]

Revision as of 12:30, 13 June 2014

This charter was approved by the Board on 26 March 2013 . (approved revision, subsequent changes)
Changes to this charter are subject to board approval, and should be proposed either on the talk page or the Engine room
The current members of the committee are Greyham Dawes, Michael Maggs, Joseph Seddon, and Kate West.
Approval history:

8 March 2014 - Amendment to allow Chair of the Board to chair the committee (approved revision, changes)
26 March 2013 - Initial approval (approved revision)

The Wikimedia UK Governance Committee ("The Committee") is a committee formed by the Board of Trustees ("the Board") that exists to advise on governance issues generally, and to handle any governance-related work that may be delegated to the Committee by the Board. It also deals with succession-planning and the performance of the Board and individual trustees. The Committee operates under the Charter set out below.

Constitution and Composition

  1. The Committee is a standing committee of the Board.
  2. The Committee consists of between three and five trustees and is chaired by the Chair of the Board who is a member ex officio. Membership of the Committee is determined by the Board, and will be reviewed at least annually.
  3. The Board may appoint observers (who must be members of the charity). If observers are appointed:
    1. They may attend and participate in meetings of the Committee, but they may not vote.
    2. The number of observers must be fewer than the number of trustees serving on the Committee.
    3. Each observer's appointment will be reviewed at least annually by the Board.

Remit

The remit of the Governance Committee is:

  1. To advise the Board on all matters of governance, and to deal with any governance-related work delegated to the Committee by the Board.
  2. To review Board and trustee performance, including:
    1. Facilitating an annual self-review of the performance of the Board
    2. Reviewing the Chair after he or she has served for six months in that role, and every two years thereafter
    3. Reviewing individual trustees before the end of their term of office, where they will be standing for election for a new term.
  3. To identify skills and experience required on the Board, monitor which of these are currently met and unmet, and report to the Board accordingly.
  4. To monitor and advise on Board diversity.
  5. To advise the Board of the skills and experience the Board needs for compliance with best practice, and to screen potential candidates with special skills for co-option or for election by the company members.
  6. To 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. To advise the Board, when required, on the eligibility of applicants for membership of the charity.
  8. To manage the process for the succession of the Chair and other officers of the Board.

The Committee has delegated powers under Article 21 to advise the Board on any aspect of governance, and to provide non-binding recommendations to the Board. It may also handle governance-related work where such work has been explicitly delegated to the Committee by the Board.

Meetings and Reporting

  1. The Committee shall meet as and when it considers necessary in order to formulate appropriate written advice to the Board.
  2. Meetings will be called by the Chair of the Committee.
  3. Attendance of non-Committee members or observers at the Committee's meetings is at the discretion of the Chair.
  4. The proceedings of the Committee will be reported to the Board at each Board meeting.
  5. The Committee will report publicly wherever possible. It can report confidentially to the Board when it feels that confidential reporting is appropriate. Such reporting may be publicly released by the Board or by the Committee subject to a majority vote by either group.
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