Talk:Agenda 8Jan13

Midas

Refer to:

Email Fae017, 22 November 2012

• Email "Action: [Fae017] Contracts and Agreements corrective and preventative action plan // was: Midas", 22 November 2012 @08:09, which recommended an independent audit of procurement records, processes and policy.

Vote of trustees on Invoice 241 (Midas)

• http://office.wikimedia.org.uk/wiki/Decisions/Payment_of_Invoice_241 where the board of trustees approved payment of an invoice for £7,898.40 without reference to an authorized existing agreement.
  • I note that the Board agreed that the invoiced services had been delivered here. Mike Peel (talk) 21:54, 2 January 2013 (UTC)
    • As you are aware that was never in dispute, and was not the matter of necessary financial and legal records for the charity that should have been in place, in my opinion as a trustee with a duty of operational oversight (a duty we jointly share), before this invoice was paid. I note that the trustees are still waiting for any records representing any written agreement or summary of any verbal agreement that could be used to review the presented invoice (now paid) against to ensure the services were delivered with specified content, schedule and price, including expenses, that were offered in a fixed agreement rather than a draft proposal or generic terms without evidence of review or agreement by the charity. If I have a plumber working to fix a leak at my home, I expect a quote, I expect to have the opportunity to review the stated terms, schedule and price, when I agree the service to be delivered either I sign an agreement or my verbal agreement is clearly against the quotation which becomes the contract for work to be done, and when the invoice is presented I can review it against the quotation and could potentially refuse to pay or renegotiate the price if the service is not as was agreed by contract, and there have not been variations to the quoted service agreed during the supply. I see no reason why a large charity should not have the same level of basic financial and operational control over services worth many thousands of pounds of donor's money, that I expect in my own home for services of a few hundred. Thanks --Fæ (talk) 08:54, 3 January 2013 (UTC)
      • You can't refuse to pay for services that have been delivered just because your own internal processes weren't followed correctly. Midas had every reason to believe Jon was authorised to enter into that agreement on that charity's behalf, so they haven't done anything wrong and are entitled to their money. The motion you link to should simply have been ruled out-of-order by the Chair, since the board can't resolve to act contrary to the law and anything other than passing the motion would have been contrary to law. You might be able to force Jon to reimburse the charity, but I doubt you would have much luck there since, if he did exceed his authority, it seems clear it was due to a misunderstanding rather than any wilful act. You would also need to prove that the charity was damaged by it, which would be difficult since you would need to show that the services rendered weren't worth the money and I suspect we were charged fair market rates (the question is over whether fair market rates represent value for money for the charity, which is highly subjective). Saad can explain the finer points to you, I'm sure - this is just a layman's view, but it's pretty common sense stuff. --Tango (talk) 12:30, 3 January 2013 (UTC)
        • In a personal conversation several days in advance of the vote being drafted, I advised the Chair to avoid having a vote as it would be pointless, and it would leave me personally in the ridiculous position of voting nay when any nay was meaningless - as indeed is any opinion in such a vote where the outcome cannot be changed. I would much, much rather have been in the positive position of having the facts accurately presented to the trustees and then agreeing an improvement plan, this has still not happened. I understand the legal issues reasonably well, having managed quality assurance of contracts both as customer, supplier and independent auditor over the last 30 years both in tiny start-ups having to buy stationary, through to large corporations with contract values up to £300m. The question of paying for services delivered was quite separate to the questions I started asking several weeks before the October 2012 Midas training and, at that time, I and the other trustees received incorrect information. Hence my repeated requests for an independent audit of procurement, having personally lost confidence that the charity is implementing the authorized Finance Policy 2012 and has failed to agree a plan of corrective and preventative action when issues have been identified. In these circumstances where a vote that puts the board in a position of retrospectively agreeing payments, I would be failing to comply with the Trustee Code of Conduct if I voted "aye" rather than "nay" or "abstain" where I have not been provided with the appropriate necessary records of how the board of trustees are now responsible for the payments we are apparently being obliged to agree. Thanks --Fæ (talk) 22:11, 3 January 2013 (UTC)
          • What would such an audit achieve? I think pretty much everyone involved is in agreement the policy hasn't been followed or, at least, that it has been interpreted differently by different people (particularly with regards to what "budget holder" really means). At the board meeting I observed, I think it was agreed to clarify the policy in time for proper processes to be followed in FY2013/14, but that there wasn't much point doing anything about the past and an interim process was agreed for the remainder of the current FY. By the time the audit you request has been completed, whatever new process is agreed will have been in force for several months and the results of the audit will be moot. --Tango (talk) 12:25, 4 January 2013 (UTC)
            • An audit would give me confidence that there are no other unreported problems with contracts or agreements placed for significant sums of money in 2012. This current issue only came to light after several weeks of repeatedly asking the same questions in order to get basic and direct answers, having an independent pair of eyes assess the status of all agreements and whether they have been correctly authorized for the charity is a very simple corrective step to take. By definition, the board has no way of assessing how significant this issue is as I have only asked about one contract. You can be assured that the argument "but that is in the past" has been used in-camera several times and is not corrective action or a commitment to improvement; especially as it can be used to ignore almost any issue that has occurred. To date, the authorized status of past contracts with Midas, or their absence, has not been confirmed in writing to the board of trustees. Had a clear statement been provided, we could have avoided months of me asking about it, getting apparently evasive or incorrect replies and then being forced to make myself a pain in the backside for both the board and staff in order to fulfil my duties as a trustee. If the cost of an audit is an obstacle (not an argument that has been used seriously to date) then I am prepared to spend a day in the office and walk through all records of contracts over £1,000 in value through 2012 myself and publish a report on their status for free. There is nothing in the proposed 2013 finance policy that would stop this happening again, as the 2012 policy should have made the situation impossible. Thanks --Fæ (talk) 13:45, 4 January 2013 (UTC)
              • Do you need to know how significant the issue is if you are going to fix it anyway? If you want to go through all the paperwork yourself, though, then fine - I think trustees should be given any information they feel they need. --Tango (talk) 00:44, 5 January 2013 (UTC)
                • Er, I am only guessing the status of past Midas agreements as above, based more on the fact that a new agreement is being drafted now for the next procurement of services from Midas proposed for February 2013 costing another £8,000, rather than because the status of past agreements have been confirmed by the CEO. There has been no unambiguous answer to date as to whether a past email, document or notes from a meeting might exist that might constitute a legally recognised authorized agreement from the charity for Midas to deliver services, or who authorized the agreement with Midas, though as time passes it may be natural to assume that it is getting more unlikely that this will put forward. As a result of this unanswered question, I have no idea if an agreement needs to be 'fixed' or not (I interpret "fixed" as simply being placed on record so that trustees can read it in order to do their job of oversight of operations), or what records might be presented to the trustees if the question is ever answered. As for all other procurement in 2012, I have not asked about the status of any other agreements - that is why I have been asking for an independent audit. I agree it would be super if the trustees were given information they feel they need and were promptly provided records on request, we can see that does not appear to be the case right now if it takes me over 3 months of painful requests for information, using up most of my free volunteer time as a trustee of the charity, to find out whether an agreement for one event costing over seven thousand pounds really exists or not—and then have to defend my asking the same unanswered question, after the invoice has been paid, even though I was asking the question during the board of trustees vote for the invoice to be paid and in the months before the invoice was presented and well before the service was delivered. --Fæ (talk) 06:33, 5 January 2013 (UTC)
                  • I wasn't talking about the agreement with Midas. That's just one agreement that may or may not have been slightly sub-optimal for the charity. It's hardly of major consequence. I was talking about fixing the charity's procedures so that similar problems don't arise in future. My understanding of the November board meeting was that there was a consensus to make sure those procedures were sorted out in time for the new financial year. Your time would be much better spent concentrating on making sure that happens rather than on past agreements that it is almost certainly too late to change anyway. --Tango (talk) 15:00, 5 January 2013 (UTC)
                    • Thanks for the advice. I'll consider the personal philosophy of living in the eternal present, which to a large extent I already do as my memory is quite poor, I barely remember details of my life from 40 years ago. It would be jolly nice if the charity, as an organization, could learn from mistakes. It is generally accepted that the first step in learning should be to recognize there has been an error and understand it. Unfortunately we have yet to take that first step in this instance and I hope this board meeting is an opportunity for us to do so, however after 3 months at this, I am probably being optimistic. Oh, by the way, as a trustee, I do not dismiss a problem of being unable to correctly reconcile an invoice for over £7,000 due to an absence of any authorised paperwork on record, and the trustees being misled as to whether an agreement exists or not until it is too late to cancel or delay services being delivered, being just "sub-optimal" or "hardly of major consequence". I would not want to wait until the charity were unable properly to legally or financially account for a six figure sum being spent on a preferred supplier before we took it seriously and only then started to ask questions or expected the public record to be set straight. --Fæ (talk) 17:03, 5 January 2013 (UTC)

Draft board of trustees vote on Train the Trainers February 2013

• http://office.wikimedia.org.uk/wiki/Decisions/Train_the_Trainers_February_2013 a draft for a vote of the board of trustees.
  • This is still being drafted. Mike Peel (talk) 21:54, 2 January 2013 (UTC)
    • Yes, as I stated. It was created by you on 15 December. I have highlighted it as part of the evidence that our fellow trustees should read in advance of this board meeting due to my statement in the discussion section, which includes my recommendation that this vote should not be held (again) in camera as I see no benefit in continuing to keep this issue a secret when it has now been a matter of contentious discussion by the board of trustees for several months and is underpinned by financial records which must become public at some point. If it is still draft at the time of the board meeting due to a lack of trustee engagement, there is no particular reason for the trustees to vote on it at that time, indeed there is no particular commitment at this time that the TTT event must be held in February as there can be no contract in place for the event.
    • I note that the plan was to "potentially open voting on 18 December". As it is now impossible for this vote to complete before the board telecon, I assume this proposed vote will be superseded by a discussion and any vote made in the board meeting. --Fæ (talk) 07:52, 4 January 2013 (UTC)

Midas terms and conditions

• http://office.wikimedia.org.uk/w/index.php?title=File:2012_Midas_Terms_and_Conditions_for_Wikimedia.pdf
  • There is no evidence that the terms were negotiated, or reviewed, for the benefit of the charity and there remain some issues with the details. I have not, and do not intend to be responsible for, reviewing the contract terms, however I do notice the following issues in these short standard and generic T&Cs:
    • They reference a "work statement" including time-scales for delivery which has yet to be provided for any training so far delivered.
    • They provide for Midas to sub-contract the training to another provider or change the individual employees to supply the training with notification and agreement with WMUK, but it is unclear if the contract can be terminated without penalty if WMUK reject a change.
    • Termination appears heavily one-way, in particular it does not seem acceptable to WMUK that as soon as an agreement is in place, an indefinite time in advance of delivery, the dates of training cannot be moved without paying 50% of the fees (or more if within 20 days of the date in the "statement of work" (presumably another term for the previously mentioned "work statement")). This provides for no window to negotiate suitable dates of training with volunteers and may result in training being delivered regardless of low numbers of volunteers being available on any particular date. This also fails to cater for the previous point of how both parties may wish to negotiate alternative dates if the most appropriate trainers become unavailable through illness or other circumstances. The same clause requires full proportionate payment for any partial delivery of services along with all expenses in unexpected circumstances, with the specific example given of a bereavement along with a generic clause for any circumstances outside the control of the company. Again, both parties should negotiate alternative delivery to ensure the training completes, rather than being left in the potentially unsatisfactory state of being paid for but unfinished, meaning that the outcomes the charity is paying for would remain undelivered.

  --Fæ (talk) 07:38, 4 January 2013 (UTC)

Reports and structure of "interim" board meetings / telecons - a general comment

I believe that too much is being stacked up into an interim board telecon. I find the telecons hard to follow in comparison with the in-person quarterly board meetings. In the light that there has been no board pack, which should be prepared for the trustees a week in advance of the meeting, I suspect any of the more complex documents and policies will and should be deferred to the in-person meeting, for which there will be much better preparation and associated board reports. As a trustee, I am not prepared to start looking at documents presented only the day before the meeting, when I have several other urgent things to do as I suspect so do the other trustees.

There is no definition of why there are such big differences between the formal quarterly meetings and the telecons, they appear to now be run quite differently, the lack of reports such as a report from the GLAM Committee being a major difference, and so these meetings of the board members serve different purposes.

I find it hard to see how the actions from previous meetings are being closed off by some of the documents and reports being referenced. It would be smart for those accepting actions from previous board and exec working group meetings to formally report on these at each meeting, with explicit references to action numbers, rather than leaving this implicit. Thanks --Fæ (talk) 23:18, 7 January 2013 (UTC)

Is there an agreed deadline for various documents to be submitted? If not, one needs to be agreed. No-one can be expected to read everything in a day. At work, we are usually required to provide all our reports for pension scheme trustee meetings two weeks before the meeting (that's pretty consistent across all my clients, although some enforce it more than others). They are then collated into a board pack and distributed. I would suggest the same deadline for WMUK meetings (the amount of time WMUK trustees and pension scheme trustees can dedicate to preparing for a trustee meeting is pretty similar) and that a board pack be produced for every meeting (even if everything is on the wiki, it is easier to refer to a single combined document - saying "turn to page 5" is much easier than sending a link around or telling people to click on a series of links). --Tango (talk) 08:30, 8 January 2013 (UTC)

On the specifics of the meeting this evening almost all (correct me if I am wrong) of the key items are not new but have been consulted on. Others are asking for decisions that have been subject of active debate. In two cases the reports are very last minute. The interim management accounts are intended to be up to date so they need to be quite recent and my report would have been out on Friday to give people four working days but the norovirus got the better of me. The three decisions I am asking for concern issues such as the budget that has been the subject of discussion for over a month.

For in-person meetings papers are sent out at least a week in advance and staff have timetables in place to ensure that from their point of view this happens. My aim is for papers to be with board members at least a full calendar week in advance but we should ask people what they want. As we have developed as a chapter this has become the case more often than the exception.

But there is a broader and important point that Fae makes. What is the role of the phone board meetings? I was told when I started that they were to pick up more urgent business. We currently have three ways of reaching board decisions. At in-person meetings, at phone meetings and by other means when decisions are needed more urgently by using a wiki or by phone for example. The governance review may discuss this when it is published 9or it may not !) Tango has some good practical suggestions. We are offering a range of options to board members - some prefer on line documents, others paper. We colour code the papers to help with people's understanding. Jon Davies (WMUK) (talk) 10:26, 8 January 2013 (UTC)

As an example, the "Fourth Draft WiR Agreement" was shared with me one hour ago, the same day as the telecon and it is an item on the agenda. Considering I am committed to joining a Europeana sprint review this afternoon, I doubt that I will have time to capture my thoughts about this document - considering my concern is not technical, but about the approach to the underpinning issue of trademark protection now being unnecessarily conflated with how we partner on joint WIR projects where we may not even be asked to put any funds into the projects (thinking about my meetings in Aberystwyth on Friday) or where there is no intention of using Wikimedia Foundation trademarks or "word marks" as the WMF's own document in this area describes the more generic intellectual property they wish to protect.

Yes, some of this has been going on for months, which rather means that only having 5 or 10 minutes in a telecon is unlikely to reach anything like a satisfactory consensus. Certainly defaulting to quick votes of the trustees when past actions and questions remain unanswered is more likely to result in issues blowing up in our faces downstream. In the last board meeting the trustees intended to delegate significant authority in some areas to the recognized committees, had this happened then much of the detailed debate and review would now be happening at that level, leaving the board to focus on strategic matters rather than project issues. Unfortunately this does not appear to have progressed and notably is not even on this board meeting agenda. --Fæ (talk) 11:12, 8 January 2013 (UTC)

That's a good point - the problem may not be papers being supplied too late but things appearing on the board agenda too early. Committees are a good way of making sure things are actually ready for the board before the board tries to discuss them. --Tango (talk) 12:06, 8 January 2013 (UTC)