Trustee Code of Conduct

This policy was approved by the Board on 20 March 2021 . (approved revision, subsequent changes) Changes to this policy are subject to board approval, and should be proposed either on the talk page or the Engine room All Board members are required to sign this code of conduct. The Chair is responsible for monitoring compliance with this Code and escalating any issues arising.

Approval history: 8 May 2012 - Approval (approved revision) 12 December 2015 - Approval (approved revision, changes) 20 March 2021 - Approval (approved revision, changes)

This code of conduct applies to Wikimedia UK (WMUK) trustees. Please see here for the code of conduct for external members of Wikimedia UK board sub-committees. All Wikimedia WMUK trustees must, on taking office, confirm in writing their acceptance of this code.

Nolan Principles

I accept and will comply with the seven general Nolan Principles of Public Life, as set out below, and also the bulleted WMUK-specific terms:

Selflessness

Holders of public office should act solely in terms of the public interest.

• I understand that I have a duty to act in the best interests of WMUK as a whole. I will do what I and my fellow trustees (and no one else) decide will best enable WMUK to carry out its charitable objects for the public benefit. I will uphold the legal and operational independence of WMUK as a charitable organisation, and will not permit any external party to direct the charity's policies or activities.

Integrity

Holders of public office must avoid placing themselves under any obligation to people or organisations that might try inappropriately to influence them in their work. They should not act or take decisions in order to gain financial or other material benefits for themselves, their family, or their friends. They must declare and resolve any interests and relationships.

• I will at all times act to preserve public confidence in WMUK and will avoid both actual impropriety and any appearance of improper behaviour. I will not place myself under any financial or other obligation to individuals or organisations that might seek to influence me in the performance of my role as trustee. I will behave inclusively, and not gain nor seek to gain financial or other material benefits for myself, my family, my friends, or any organisation other than WMUK with whom I am associated, nor will I act to give cause for suspicion that I might be doing so. I will at all times comply with WMUK's conflict of interest policy. I recognise that conflict may be potential as well as actual, and I will handle potential or possible conflict with the same care as actual conflict. I will take a precautionary approach to disclosing and handling conflict, bearing in mind its importance in maintaining the reputation of WMUK.

Objectivity

Holders of public office must act and take decisions impartially, fairly and on merit, using the best evidence and without discrimination or bias.

• In carrying out my role, I will seek to ensure that all decisions are made objectively and solely on merit. I will obtain expert advice where appropriate. I understand that my trusteeship is personal and that I must not seek to act as a representative of any group.

Accountability

Holders of public office are accountable to the public for their decisions and actions and must submit themselves to the scrutiny necessary to ensure this.

• I understand that I am accountable for my decisions and actions, and I agree to submit myself to appropriate scrutiny by the public, the Wikimedia community, the charity's membership, funders and service users.

Openness

Holders of public office should act and take decisions in an open and transparent manner. Information should not be withheld from the public unless there are clear and lawful reasons for so doing.

• I will be as transparent and open as possible consistent with WMUK's commitments to transparency. I will take into account at all times WMUK's published approach to transparency. I will respect organisational, board and individual confidentiality, while never using confidentiality as an excuse to hide matters that should under WMUK's policies be transparent and open.

Honesty

Holders of public office should be truthful.

• I will use WMUK’s resources responsibly, and when claiming expenses will do so honestly and in line with WMUK procedures and policies.

Leadership

Holders of public office should exhibit these principles in their own behaviour. They should actively promote and robustly support the principles and be willing to challenge poor behaviour wherever it occurs. I will seek to lead by example, and I will:

• respect and uphold the vision, values and mission of WMUK, and will use any skills or knowledge I have to further its mission
• abide by the policies and procedures of WMUK
• recognise that the contribution of volunteers is central to the activity of the organisation, and will value, encourage, involve and engage volunteers
• promote an open approach to learning and knowledge and the value of free and open licences
• seek to have respectful and professional working relationships internally and externally, while being ready to challenge poor behaviour
• avoid bringing WMUK into disrepute.

General duties as charity trustee

As a charity trustee I will:

• ensure that WMUK carries out its charitable objects for the public benefit, and for no other purpose
• comply with WMUK's governing documents and the law
• act in WMUK's best interests
• manage WMUK's resources responsibly
• act with reasonable care and skill
• ensure that WMUK is accountable.

Charity Governance Code

Wikimedia UK is working towards the high standards of governance described within the Charity Governance Code. As a trustee of Wikimedia UK I will therefore endeavour to meet the principles and outcomes of the Code by either applying the recommended practice or explaining what I have done instead or why I have not applied it.

Trustee engagement

I will be an active trustee, making my skills, experience and knowledge available to WMUK and seeking to do what additional work I can outside trustee meetings, including contributing to committees, advisory boards or working groups where possible.

I will develop and maintain a sound and up-to-date knowledge of WMUK, its constitution and relevant policies and procedures. This will include an understanding of how WMUK operates, the social, technical, legal, political and economic environment in which it operates, and the nature and extent of its work.

I will attend all appropriate meetings and other appointments at WMUK or give apologies. If I find that I cannot deal with business on a regular basis, or will be unavailable to attend meetings for a period of six months or more, I will stand down from the board.

I will do my utmost to prepare fully for all meetings and work for the organisation, including reading papers, querying anything I do not understand, thinking through issues before meetings and completing any tasks assigned to me in the agreed time. I will participate in decision-making processes that take place between meetings, including those via email or telephone.

I will actively engage in discussion, debate and voting in meetings. I will contribute in a considered and constructive way, listen carefully, challenge sensitively, and seek to avoid conflict.

I will participate in collective decision making, will accept majority decisions of the board, and will not act individually unless specifically authorised to do so.

While I am a trustee I will keep my membership of WMUK up to date.

Governance

I accept my personal responsibility for ensuring that WMUK is well run and understand that I cannot abnegate that responsibility to others, including to my fellow trustees. I will raise issues and questions in an appropriate and sensitive way to ensure that this is the case. I understand that the role of the board is primarily strategic and that of the chief executive is primarily operational.

I will actively contribute towards improving WMUK governance, participating in induction and training and sharing ideas for improvement with the board.

Relations with others

I will endeavour to work considerately and respectfully with all those I come into contact with at WMUK, and will seek to avoid giving offence. I will seek to provide support and encouragement. I will respect and encourage diversity.

I recognise that the roles of trustees, volunteers and staff of WMUK are different, and I will respect the difference between these roles. I will respect the role of the chief executive to lead in operational matters, and the role of the chair to be the primary point of contact via the chief executive with the staff. Where I also volunteer with the organisation I will maintain a clear and public separation between my role as trustee and my role as volunteer.

Any public comments I make about WMUK will be considered and in line with organisational policy, whether I make them as an individual or as a trustee In all my public communications, regardless of their subject, I will avoid bringing Wikimedia UK into disrepute; for example by using abusive language, or displaying attitudes or beliefs that are incompatible with Wikimedia UK’s values. This will apply to informal communications such as social media and Wikimedia mailing lists as well as to more formal communication channels.

On-wiki behaviour

All trustees of Wikimedia UK are expected to uphold the values enshrined in Wikimedia UK’s strategy and policies and to abide by the expected behaviours outlined in the Universal Code of Conduct for the Wikimedia movement. This expectation extends to trustees’ online interactions including their participation in the Wikimedia projects, regardless of whether their username identifies them as a trustee of Wikimedia UK. If any trustee is concerned about the potential for reputational damage, for example if they have been sanctioned on Wikipedia or the sister projects, it is their responsibility to report this to the Chair - who may bring the issue to the full board and/or the executive for further discussion or investigation. Not reporting any such sanction or concern in a timely manner will be considered a breach of this Code.

Eligibility

I confirm that I am legally eligible to act as a WMUK director and trustee. I confirm that I:

• am not disqualified to act as a company director
• do not have an unspent conviction for an offence involving dishonesty or deception (such as fraud)
• am not an undischarged bankrupt (or subject to sequestration in Scotland), nor do I have a current composition or arrangement including an individual voluntary arrangement (IVA) with my creditors
• have not been removed as a company director or charity trustee because of misconduct or mismanagement.

If I become ineligible after appointment, or there is a real possibility that I may become so, I will immediately inform the chair and if requested will promptly stand down as a trustee.

Breaches of this code

I understand that where a suspected breach of this code has occurred, the Chair of Trustees should be notified and will lead any subsequent investigation. To support their investigation, the Chair of Trustees may choose to involve the Chief Executive, other trustees or - where this would not represent a breach of confidentiality - staff or trustees from sister organisations within the Wikimedia movement. If the Chair themselves is suspected of breaching this code, it will fall to the Vice-Chair to investigate.

If whoever is leading the investigation finds that the code was not breached, then this will be communicated to any parties who were involved in the investigation but will not be shared further. However I understand that any significant breach of this code may result in my being asked to resign from the board or being ejected. In the event that the board resolves by majority decision to seek my resignation, I will offer it forthwith. In the event that the board resolves by majority decision to eject me, I will accept its decision without question.

I understand that in any such event the board will, where it is in the interests of WMUK to do so, seek to provide advance notice of any resolution to ask for my resignation or to eject me, and that I will have a right to be heard. In the event that it is not possible to provide advance notice, or where advance notice would not be in the interests of WMUK, I understand that I will have a right to be heard retrospectively and to argue that any decision should be rescinded.

I understand that while trustees/directors acting competently and in good faith are not normally exposed to personal liability, there are circumstances in which the court may hold a trustee personally liable, including:

• breach of trust under charity law - for example spending the charity's funds on an activity which is outside its legal objects, holding unreasonably speculative investments, engaging in non-permitted political activities
• breach of fiduciary and statutory duties - for example using the charity's assets to procure a benefit for a trustee, or making a loan to a trustee
• wrongful trading - continuing to trade where the board knew, or ought to have known, that the company is insolvent
• fraudulent trading
• acting as a company director when disqualified
• failure to comply with certain statutory requirements - for example in areas such as health & safety, data protection, trade descriptions, some employment laws.

Departure from the Board

I confirm that after I have left the board, for whatever reason, I will continue to respect organisational, board and individual confidences that I acquired during my trusteeship. I understand that the terms of this agreement that relate to confidentiality will continue to remain in effect even after I cease to be an active signatory.

If I wish to cease being a trustee of WMUK at any time, I will inform the chair in advance in writing, stating my reasons.

Current signatories

Trustees are asked to digitally sign the code, below. Alternatively trustees can sign a printed version of the code that will be stored at the Office.

• Rodw (talk) 20:53, 5 August 2019 (BST)
• Sangeet Bhullar 13:54, 7 October 2019 (BST)
• Caroline Ball 13:01, 6 October 2021 (BST)
• Monisha Shah 16:36, 6 October 2021 (BST)
• Adrian Beidas (talk) 13:05, 19 July 2022 (BST)
• Mark Cruickshank (agreement confirmed by email to Lucy Crompton-Reid) LucyCrompton-Reid (WMUK) (talk) 13:34, 13 November 2023 (GMT)
• Vivian Wineman (agreement confirmed by email to Lucy Crompton-Reid) LucyCrompton-Reid (WMUK) (talk) 12:26, 20 September 2023 (BST)
• Sammy Tarling — TheresNoTime (talk • they/them) 12:58, 20 September 2023 (BST)
• Alex Ashby (agreement confirmed by email to Lucy Crompton-Reid) LucyCrompton-Reid (WMUK) (talk) 13:41, 13 November 2023 (GMT)
• Monica Westin (agreement confirmed by email to Lucy Crompton-Reid)LucyCrompton-Reid (WMUK) (talk) 10:27, 9 October 2024 (BST)

Signatories of previous versions of the code

The following trustees and past trustees signed a previous version of this code, and some signed several. For details, see the page history.

• Michael Maggs, Chris Keating, Greyham Dawes, Carol Campbell, Kate West, Josie Fraser, Padmini Ray Murray, Saad Choudri, Alastair McCapra, Simon Knight, Gill Hamilton, Joseph Seddon, Doug Taylor, Nick Poole, Joscelyn Upendran, Roger Bamkin, John Byrne, Ashley Van Haeften, Mike Peel, Jordan Landes, Kate West, Josie Fraser, Doug Taylor, Nick Poole, Lorna Campbell, Andrea Chandler, Kelly Foster, Marnie Woodward, Jane Carlin.

See also

• The Seven Principles of Public Life (the Nolan Principles)
• Committee Member Code of Conduct