Governance Review/Implementation

This is a table setting out the recommendations listed in the Hudson Review, together with the actions, responsibilities and timelines. It is a working document not a statement of policy.

Ref	Summary	Agreed?	Action(s) taken	Level	Status/target date	Notes and links
1	Board of 7 elected and 3 co-opted trustees	y	For members at EGM	Structure	Done Motion passed at 2013 EGM. New Co-opted trustees joined the board at the December 2013 meeting.	EGM 2013
2	Increase the maximum size to 11	y	For members at EGM	Structure	Done April 2013 EGM	EGM 2013
3	Terms of office 2 years, 3-year maximum	y	2-year terms in place. AGM resolution re 3 terms - for members	Structure	Done June 2013 for term limits.	WikiConference UK 2013
4	2-year term for Chair	y		Structure	Done Agreed March 2014
5	Clarify roles of officers	y	GovCom working on recommendations	Process		Drafts of these roles exist, and are being discussed by GovCom
6	Establish a Governance Committee	y	Committee set up, to propose charter and delegated authority at Board meeting	Structure	Done March 2013	Governance Committee Charter agreed 27th March. Meeting reguarly with timetable to 2015.
7	GovCom chaired by the Chair	y	GovCom	Process	Done March 2013	Approved at board meeting
8	Establish an Audit Committee	y	GovCom to propose charter and delegated authority at Board meeting, along with membership	Structure	Done April 2013	Audit and Risk Committee charter agreed 27 March. Meeting regularly.
9	Change articles to implement Rec 1	y	For members at EGM	Structure	Done April 2013	Accepted at EGM
10	GovCom to emphasise diversity of Board	y	GovCom to guide search process	Process	Done Dec 2013	Board now demonstrates good range of diversity in terms of gender, race, age and geography: see Board.
11	Professional development of Trustees	y	GovCom / CE to define	Process	Done June 2013	All trustees have received induction and plans for further training being developed.
12	Term of Office of chair to begin 6 months after elections	y	Query whether this needs to be formalised, if so in Articles or a Chair role profile, or to be an informal expectation?	Process	Not applicable	This is no longer relevant. That recommendation was a one-off proposal in response to a particular situation that obtained at the time and was never intended to be a continuing rule. The board has been asked to set this aside accordingly.
13	Mentoring/coaching support for Chair	y		Process	Done Dec 2013	This is in place with assistance from our ex chair, Chris Keating, and also through the current chair's recent membership of The Association of Chairs.
14	Review of Chair's performance once every 2 years	y		Process	December 2015	Added to office diary
15	Board to agree strategic plans with CE and get traffic light reports on progress	y	Board and CE	Process	Done Strategy approved at board meeting, March 2014.	First reports due under the new system June 2014
16	GovCom to review governance once every 2 years	y	Governance Committee	Process	December 2014	Added to office diary
17	Light-touch external governance audits after 9 and 18 months	y	Governance Committee	Contract awarded,	Done October 2013. August 2014 planned.	File:Interim governance audit report, Oct 2013.pdf October 2013 concluded. We are committed to a further final light touch audit in around August 2014
18	Board meetings: Move towards a structure of 4 or 5 half-day or full-day meetings, accompanied by workshops	y	Chair and Secretary to plan forward look of meetings	Meetings	Done December 2013	New meeting timetable agreed up to 2016
19	Decisions between meetings to be taken by Chair with appropriate consultation	?	Governance Committee to propose documented role of Chair	Process	Govcom established.
20	Board agendas to be planned by Chair and CE	y	Chair / CE / Secretary / rest of Board	Meetings	Done Feb 2014	We also have a Board agenda template
21	Chair to push Board to decisions	y	Chair	Meetings	Done	New chair in Dec 2013. Clear decision making is in place.
22	Part of 2 Board meetings to be conducted without Chief Executive, and part of 2 meetings to be conducted with CE but no other staff	y	Chair	Meetings	Done Doing this as standard.	Board agenda template
23	Board to discuss forward agenda twice a year	y	Chair	Meetings	Done	Agenda items listed on timetable
24	Secretary to ensure minutes are clear record of important issues, use Foundation model	y	Secretary	Meetings	Done All backlog cleared, Dec 2013.	Clear minute taking established.
25	In-camera sessions should continue to be used where appropriate	y	Chair	Meetings	Done	Short in camera sessions form a regular part of every meeting: see Board agenda template
26	Adopt and observe high standards for COIs	y	Chair and Board	Process	Done Feb 2013	See Conflict of Interest Policy. In addition, trustees are required to disclose any possible conflicts at the start of each board meeting
27	COIs to be declared early	y	Chair and Board	Behaviour	Done Feb 2013	See Conflict of Interest Policy. In addition, trustees are required to disclose any possible conflicts at the start of each board meeting
28	Disclose COIs early, including within Wikimedia movement	y	Chair and Board	Behaviour	Done	Possible conflicts are being raised immediately with the chair
29	Board to examine size and extent of COIs	y	Chair and Board	Behaviour	Done at all board meetings	See Board agenda template
30	Trustees not to use Wikimedia UK name & title to advance private interests	y	Chair and Board	Behaviour	Done	This has not occurred, and would be in direct contravention of our Conflict of Interest Policy
31	Conflicted trustees to resign if nature and extent of interests incompatible	y	Chair and Board	Process	Done as a matter of policy-setting.	This has not actually occurred in practice
32	Trustees only to take up employment funded by Wikimedia UK with permission of the Board	y	Chair and Board	Process	Done Feb 2013	Conflict of Interest Policy
33	Scheme of delegation for CE	y	Agreed and in place	Process	Done January 2014.	Scheme of Delegation
34	Staff instructions to come from Chief Executive	y	Board	Behaviour	Done	Trustees never instruct staff to take action, and all instructions come through the CE
35	Chief Executive to report to Board through Chair	y	Chair, Chief Executive	Process	Done	Monthly 1:1 meetings are held between chair and CE. Working very well.
36	Trustees to step down prior to applying for Wikimedia UK staff post, not to rejoin Board for 12 months	y	Chair and board	Process	Done Feb 2013	Conflict of Interest Policy
37	Board to focus on strategic matters	y	Chair and Board	Meetings	Done	The new board (December 2013) strongly supports this
38	Discussions to be handled with respect	y	Board	Behaviour	Done	There are currently no problems at all
39	Governance audit to monitor tone of interactions between staff and trustees	y	Auditor	Behaviour	First audit completed September 2013; it focused on the structures and delivery of the report. Given the then recent and pending changes in Board composition we did not feel it was appropriate to look in detail at staff-trustee interactions at that point. However this will be reviewed in detail in the light touch review of August 2014	Staff-trustee relations are currently very good
40	Seek advice where appropriate	y	Chair	Behaviour	Done
41	Trustees acting in volunteer capacity accountable to Chief Executive rather than directly to Board	y	Board and Chief Executive	Process	Done and working well.	An example is the chair's involvement as a volunteer in helping to run with Wiki Loves Monuments contest, where he worked under the direction of the CE
42	Support Chief Executive and avoid micro-managing	y	Board	Behaviour	Done	Working satisfactorily
43	Respectful and professional working relationships	y	All	Behaviour	Done	Working satisfactorily; no issues to report
44	Agree annual budget, delegate individual budget lines	y	Yes with clarified budget-line responsibilities	Process	Done January 2014, and budgeting process completed.	Scheme of Delegation
45	Operational communication with Foundation to be handled via CE, governance-level communication via Chair	y	Board and Chief Executive	Process	Done	Working well; regular 1:1 meetings between chair and CE
46	Respectful and professional communication	y	Board and Chief Executive	Behaviour	Done	Working well
47	Trademark agreements to be handled via Chief Exec where required	y	Chief Executive	Process	Done	March 2014 discussions with the Foundation about updating our trademark agreements are going through the CE
48	Consider adopting Foundation's COI guidelines	?	Governance Committee	Process		Foundation Board adopted these in April, and we are considering how well they map to the needs of a UK charity.
49	Chief Executive or Secretary to produce governance handbook	y	Chief Executive and Secretary with input from Board	Process	Done March 2014	Governance handbook
50	Reach agreement with owners of QRpedia	y	Board/Chief Executive	Process	Done	All complete. Contracts signed, and all domains used by the QRpedia software are now under the control of WMUK

Chapman report, recommendations

In 2013 WMUK commissioned an independent follow up to the Hudson Review. This page repeats, for convenience, the complete list of recommendations set out in Appendix 2 of the Chapman Interim governance audit report of October 2013. The list summarizes the further actions required to implement the recommendations of the Hudson governance review of January 2013.

General

• C1 Put in place a plan for prioritising implementation of the first Governance Review’s outstanding recommendations, to help balance the work against other organisational priorities. Done
• C2 Produce a formal progress report, via the Governance Committee, for each Board meeting. Done

Board dynamics and role in strategic oversight (recommendations 18 and 37 – 43)

• C3 Consider repeating a team building exercise when the new board of trustees is appointed, perhaps using an external facilitator. Done (no external facilitator was needed)
• C4 Trustees to consider drawing up a template for the types of decision that are for the Board, and those which could or should be delegated to the Chief Executive, to aid the process of agreeing an appropriate strategic/operational split. Template:In progress

Development of a strategy (recommendation 15)

• C5 Creation of the WMUK strategy to be considered a priority area of work. Done
• C6 Draft a description of what the strategic goals of WMUK mean in practice. Done
• C7 Continue the work, as a matter of priority, to put in place a clear supporting operational plan including budgets, milestones and performance indicators. Done

Delegations and financial assurance (recommendations 6 – 8, 33 and 44)

• C8 Chief executive to oversee the reconciliation of WMUK’s control accounts each month, so that 
he can be assured that financial controls are in place. Done Professional accountant is in addition checking every quarter.
• C9 Board to amend the charity’s financial regulations so that the Board approves the charity’s annual budget, and then delegates management of the budget to the chief executive. Done
• C10 Chief executive to have oversight of the presentation of quarterly financial management reports to the Board, so that the Board can be assured adequate budget monitoring is in place. Done Professional accountant now in place for quarterly reporting. Quarterly Management Financial Reports now being produced to high standard.

Developing systems to support the governance arrangements (recommendations 20 - 23)

• C11 WMUK to adopt a calendar for the year of key Board decisions. Done Adopted until December 2016.
• C12 WMUK to explore whether it would be appropriate to organise Board agenda items between those for decision and those for information. Done See Board agenda template
• C13 WMUK to use a standard Board template for its reports. Done, as above.

Applying the principles of good governance in a membership charity (recommendations 3, 19, 24 and 25).

• C14 WMUK to consider setting a maximum term of office for their trustees in place of members’ right to continually elect the same trustees.
• C15 WMUK to develop further its proposals to formalise their relationship with their members through methods such as elected Advisory Councils of members, to supplement wider community involvement and consultation