Governance Committee Charter: Difference between revisions

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{{BoardApproved | Minutes 26Mar13#Governance_Committee_Charter | 26 March 2013
{{BoardApproved | Minutes 2015-12-12 | 12 December 2015
  | type    = charter
  | type    = charter
  | notes    = <br />The current members of the committee are [[User:The Land|Chris Keating]], [[User:Greyham Dawes|Greyham Dawes]], and [[User:Mike Peel|Mike Peel]] and [[User:MichaelMaggs|Michael Maggs]].
  | notes    =  
  | lastid  = 37464
  | lastid  = 68954
  | history  = {{BoardApprovedHistory | Minutes 26Mar13#Governance_Committee_Charter | 26 March 2013 | Initial approval | 37464}}
  | history  =  
{{BoardApprovedHistory | Minutes 26Mar13#Governance_Committee_Charter | 26 March 2013 | Initial approval | 37464}}
{{BoardApprovedHistory | Minutes 8Mar14#Governance_Committee | 8 March 2014 | Amendment to allow Chair of the Board to chair the committee | 55145 | lastid=41431}}
{{BoardApprovedHistory | Minutes 2014-06-07#Board committee charters | 7 June 2014 | General updates | 57853 | lastid=55150}}
{{BoardApprovedHistory | Minutes 2015-12-12 | 12 December 2015 | Revisions to enable non-trustees to serve as full committee members | 68954 | lastid=57853}}
}}
}}
The Wikimedia UK (WMUK) '''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 matters 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.


The Wikimedia UK ("WMUK") Governance Committee ("The Committee") is a committee formed by the [[Board of Trustees]] ("Board") that exists to
== Constitution and Composition ==
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 Committee is a standing committee of the board.
# The Committee consists of between three and five trustee members and is chaired by the chair of the board who is a member ''ex officio''. 
# The board may appoint non-trustee members (who must be members of the charity). Non-trustee members have full committee privileges, including voting rights, except as indicated below.
# The board may appoint observers (who must be members of the charity). If observers are appointed, they may attend and participate in meetings of the Committee, at the discretion of the chair, but they may not vote.
# Membership of the Committee and the appointment of observers (if any) is determined by the board, and will be reviewed at least annually.


== Constitution and Composition ==
== Delegation ==
# 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 Committee of the Wikimedia UK Board.
# 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 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.
# The Committee will be chaired by a trustee who is a member of the Committee other than the Chair of the Board of Trustees. 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 Board can appoint Observers to attend committee meetings.
## 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.


The board hereby delegates to the Committee under [[Articles#Delegation of Directors' powers|article 21]] the authority to act on the board's behalf as set out in this charter.
             
== Remit ==
== Remit ==
The remit of the Governance Committee is to:
 
# Facilitate an annual self-review of performance of the Board, including providing a review of the performance of:
The Committee's remit is:
## The Board six months after the previous AGM
# to advise the board on all matters of governance;
## The Chair after they have served for six months in said role, and every two years thereafter in that role
# to identify skills and experience required on the board, monitor which of these are currently met and unmet, and report to the board accordingly;
## Individual trustees three months before the end of their term of office, if said trustees will be standing for election for a new term
# to monitor and advise on board diversity;
# 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
# to advise the board on trustee elections and appointments, and to screen potential candidates with special skills for co-option or for election by the company members;
# 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 manage the process for the succession of the chair and other officers of the board;
# Monitor and identify steps to improve the diversity of the Board
# to review board and individual trustee performance;
# 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, when required, on the eligibility of applicants for membership of the charity;
# 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 advise the board in connection with General Meetings of the company including the AGM;
# Advise the board, when required, on the eligibility of applicants for membership of the Charity
# to handle any related matters that are explicitly delegated to the Committee by the board.
# 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)
== Additional powers ==
# Produce other governance recommendations for the Board as requested by the Board or as the Committee feels are necessary
 
In carrying out its functions the Committee is authorised:
# to obtain any information it may reasonably require from any employee, volunteer or trustee of the charity, and all employees, volunteers, trustees and agents of the charity are directed to cooperate with any such request made by the Committee (if any information is considered of a deeply personal nature, this may be made available only to the chair of the Committee);
# to obtain at the charity’s expense any legal or other professional advice it may reasonably need.


== 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.
 
# Meetings will be called by the Chair of the Committee.
# The Committee shall meet as and when it considers necessary;
# Recent proceedings of the Governance Committee will be reported to the Board at each Board meeting.
# Meetings will be called by the chair of the Committee;
# 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.
# If requested by the chair, the chief executive and other staff will be in attendance;
# If requested by the chair, the Committee will be serviced by WMUK staff;
# All acts and proceedings of the Committee must be fully and promptly reported to the board, as required by article 21.1;
# The Committee must ensure that its meetings and deliberations comply with the [[Trustee Code of Conduct|trustee]] and [[Committee Member Code of Conduct|committee member]] codes of conduct and with the [[Trustee Conflict of Interest Policy|trustee]] and [[Committee Member Conflict of Interest Policy|committee member]] conflict of interest policies. Where a conflicted trustee or committee member is under those policies excluded from the decision-making process the Committee chair must inform the chair of the board immediately;
# The Committee must report publicly wherever possible. It can report confidentially to the board when it feels that confidential reporting is appropriate.
 
== Decision-making ==
 
Where the Committee is exercising a decision-making power that has been delegated to it by the board, the following shall apply:
 
# In addition to an in-person meeting, a meeting of the Committee may take place using any electronic, text-, voice- or video-based, real-time communication medium, where all members present can send and receive messages from all other members present;
# Questions arising at a meeting shall be decided by a majority of votes;
# No decision may be made by a meeting unless a quorum of two trustee members is present at the time the decision is purported to be made. A member shall not be counted in the quorum when any decision is made about a matter upon which that member is not entitled to vote;
# The Committee has no power to approve a decision where the number of non-trustee members voting in support is greater than the number of trustee members voting to oppose;
# No decision of the Committee may conflict with a prior decision of the board.
 
==Skills needed by the Committee==
 
The Committee must ensure that it has the following skills available to it:
#Charity and general governance;
#Managerial;
#Legal.
 
==See also==
* [[Audit and Risk Committee charter]]


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

Latest revision as of 15:27, 7 January 2016

This charter was approved by the Board on 12 December 2015 . (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
Approval history:

26 March 2013 - Initial approval (approved revision)

8 March 2014 - Amendment to allow Chair of the Board to chair the committee (approved revision, changes)
7 June 2014 - General updates (approved revision, changes)

12 December 2015 - Revisions to enable non-trustees to serve as full committee members (approved revision, changes)

The Wikimedia UK (WMUK) 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 matters 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 trustee members and is chaired by the chair of the board who is a member ex officio.
  3. The board may appoint non-trustee members (who must be members of the charity). Non-trustee members have full committee privileges, including voting rights, except as indicated below.
  4. The board may appoint observers (who must be members of the charity). If observers are appointed, they may attend and participate in meetings of the Committee, at the discretion of the chair, but they may not vote.
  5. Membership of the Committee and the appointment of observers (if any) is determined by the board, and will be reviewed at least annually.

Delegation

The board hereby delegates to the Committee under article 21 the authority to act on the board's behalf as set out in this charter.

Remit

The Committee's remit is:

  1. to advise the board on all matters of governance;
  2. to identify skills and experience required on the board, monitor which of these are currently met and unmet, and report to the board accordingly;
  3. to monitor and advise on board diversity;
  4. to advise the board on trustee elections and appointments, and to screen potential candidates with special skills for co-option or for election by the company members;
  5. to manage the process for the succession of the chair and other officers of the board;
  6. to review board and individual trustee performance;
  7. to advise the board, when required, on the eligibility of applicants for membership of the charity;
  8. to advise the board in connection with General Meetings of the company including the AGM;
  9. to handle any related matters that are explicitly delegated to the Committee by the board.

Additional powers

In carrying out its functions the Committee is authorised:

  1. to obtain any information it may reasonably require from any employee, volunteer or trustee of the charity, and all employees, volunteers, trustees and agents of the charity are directed to cooperate with any such request made by the Committee (if any information is considered of a deeply personal nature, this may be made available only to the chair of the Committee);
  2. to obtain at the charity’s expense any legal or other professional advice it may reasonably need.

Meetings and Reporting

  1. The Committee shall meet as and when it considers necessary;
  2. Meetings will be called by the chair of the Committee;
  3. If requested by the chair, the chief executive and other staff will be in attendance;
  4. If requested by the chair, the Committee will be serviced by WMUK staff;
  5. All acts and proceedings of the Committee must be fully and promptly reported to the board, as required by article 21.1;
  6. The Committee must ensure that its meetings and deliberations comply with the trustee and committee member codes of conduct and with the trustee and committee member conflict of interest policies. Where a conflicted trustee or committee member is under those policies excluded from the decision-making process the Committee chair must inform the chair of the board immediately;
  7. The Committee must report publicly wherever possible. It can report confidentially to the board when it feels that confidential reporting is appropriate.

Decision-making

Where the Committee is exercising a decision-making power that has been delegated to it by the board, the following shall apply:

  1. In addition to an in-person meeting, a meeting of the Committee may take place using any electronic, text-, voice- or video-based, real-time communication medium, where all members present can send and receive messages from all other members present;
  2. Questions arising at a meeting shall be decided by a majority of votes;
  3. No decision may be made by a meeting unless a quorum of two trustee members is present at the time the decision is purported to be made. A member shall not be counted in the quorum when any decision is made about a matter upon which that member is not entitled to vote;
  4. The Committee has no power to approve a decision where the number of non-trustee members voting in support is greater than the number of trustee members voting to oppose;
  5. No decision of the Committee may conflict with a prior decision of the board.

Skills needed by the Committee

The Committee must ensure that it has the following skills available to it:

  1. Charity and general governance;
  2. Managerial;
  3. Legal.

See also

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