Governance Committee Charter/Proposed 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 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.

Remit

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 also handles governance-related matters where such matters have been explicitly delegated to the Committee by the Board.

Included in the Committee's remit are the following:

1. To advise the Board on all matters of governance, and to deal with any governance-related matters delegated to the Committee by the Board.
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.

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 the Company Secretariat.
5. The proceedings of the Committee will be reported to the Board at each Board meeting.
6. The Committee will report publicly wherever possible. It can report confidentially to the Board when it feels that confidential reporting is appropriate.

Authority

1. The Committee is authorised to obtain any information it may reasonably require from any employee, volunteer or trustee of the charity in order to perform its duties, 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. The Committee is authorised to obtain at the charity’s expense any legal or other professional advice it may reasonably need for its tasks.
3. The Committee can take to the relevant regulator any major governance-related concerns that are not being adequately addressed by the Board.
4. The Committee shall be able to challenge the Board and the Chief Executive on any matter within the its terms of reference.

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 members is present at the time the decision is purported to be made. A member shall not be counted in the quorum present when any decision is made about a matter upon which that member is not entitled to vote.
4. The Committee shall have 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.

Skills needed by the Committee

The Committee is required ensure that it has the following skills commensurate with the tasks it is asked to take on from time to time:

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