Governance Review/Implementation motions

These are a set of draft motions intended to provide a structure for our discussion on Saturday. Comments and suggested amendments are of course welcome. The Land (talk) 17:08, 7 February 2013 (UTC)

Welcoming the review

The Board welcomes the report of the independent review of Wikimedia UK's governance conducted by Compass Partnership and believes the recommendations contained within it are an important step forward in the development of our charity.

Establishment of Governance Committee

The Board resolves to establish a Governance Committee. The remit of the Governance Committee will be to:

1. review the performance of governance by the Board, the Chair and individual trustees on an ongoing basis, including
   1. reviewing the performance of the Chair once every two years
   2. reviewing the performance of each Trustee before the end of their term of office
2. produce recommendations for role profiles for the positions of Chair, Secretary, Treasurer and Vice-Chair in line with charity good practice models
3. identify skills and experience required on the board and those that are currently met and unmet
4. monitoring the diversity of the Board and identifying steps to improve it
5. inform members of the skills and experience the organisation requires on the board and when appropriate actively encouraging people with those skills to stand for election
6. 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
7. advise the board, when required, on the eligibility of applicants for membership of the Charity
8. manage the process for the succession of the Chair
9. produce other governance recommendations for the Board as appropriate
10. to conduct a review of our existing proposals for Fellows and Associates and and Advisory Board and to produce a recommendation, including definitions of any expectations we would have of people in those positions

The Governance Committee will consist of between three and five people appointed by the Board of Trustees, to include the Chair of the Board of Trustees and two to four other people. In the event that the Articles of Association prevent non-Trustees from serving on Committees, the Board may appoint observers to the Committee who may attend and and take part in the deliberations of the Committee but shall have no vote. In any event the majority of members of the Committee shall be Trustees of the charity.

The proceedings of the Governance Committee will be reported to the Board at each Board meeting.

Establishment of Audit Committee

The Board resolves to establish an Audit Committee. The remit of the Audit Committee will be to:

1. make recommendations to the board on the appointment of auditors
2. preview the annual report and accounts, to ensure a quality document goes to the board
3. review the charity’s annual statement on internal control and its compliance with regulatory guidance and recommending it to the board
4. preview the risk register to ensure that a considered document goes to the board
5. undertake other Audit Committee responsibilities as set out in the guidance from the UK Charity Finance Group.

The Audit Committee will consist of between three and five people appointed by the Board of Trustees, to include the Treasurer and two to four other people. In the event that the Articles of Association prevent non-Trustees from serving on Committees, the Board may appoint observers to the Committee who may attend and and take part in the deliberations of the Committee but shall have no vote. In any event the majority of members of the Committee shall be Trustees of the charity.

The proceedings of the Audit Committee will be reported to the Board at each Board meeting.

Board structure

The Board notes the proposal in the Governance Review to amend the board structure so that future Boards will consist of six elected and three co-opted trustees, each serving for a two-year term and to have up to two additional transitional board members.

The Board asks the Chief Executive to draft a proposal in response to this recommendation, in discussion with the community and in conjunction with others and with such legal advice as may be appropriate, to be presented to the board in time for submission to the AGM.

Conflict of Interest (A)

To amend the Conflict of Interest policy as follows:

• Under "Background": to add the statement "Trustees must not use their Wikimedia UK position or title to advance any private interests and must ensure a clear distinction between their role as Trustees and any other activity they engage in."

• Under "Disclosure":

To amend the text "Where we are discussing a relationship with a third party, any board member's prior relationship which may create a potential conflict of interest must be discussed with the Company Secretary or the full board before any decision is made. Where a decision is being made by an initiative leader, the board member is expected to raise the issue with them, and they must discuss the matter with the Company Secretary or the full board. The Secretary must note the matter in the register of interests."

to read: "Any board member's potential conflict of interest must be discussed with the Chair or the full board before any decision is made. The Secretary must ensure the matter is noted in the register of interests. Board members are expected to disclose the nature, extent, and potential value of any relevant interest and the identities of any other individuals involved.

Where Wikimedia UK is engaged in a project involving other parties where there is any likelihood a Board member might benefit personally, this must to be disclosed to those parties."

To amend the text that currently reads:

"If, after discussion, it is concluded that a board member has a conflict of interest in a proposed transaction, the decision must be considered by the Board. The conflicted member must excuse themselves from any vote on the transaction and will not be counted as part of the quorum. They may take part in an initial discussion, but the final decision must be made by the remaining board members that do not have a conflict of interest, following a final in camera discussion. If a transaction is approved, the Board must ensure that appropriate controls are in place."

to read as follows:

"If, after discussion, it is concluded that a board member has a conflict of interest in a proposal, the decision must be considered by the Board. The conflicted member must leave the room to allow the rest of the Board to discuss the issue and vote on it. The point at which the conflicted trustee does so must be recorded in the minutes. The conflicted trustee will not be counted as part of the quorum for any votes taken in their absence.

• Insert a new section entitled "Employment related to the Charity"

To add the text: "Trustees should not seek or accept any post or form of remuneration from organisations funded by Wikimedia UK for a period of six months^{note 1} after they have been a member of the board, without the express permission of the board. Permission will usually be granted in the case of a trustee applying for a Wikimedian in Residence post, provided that that the trustee has absented themselves from discussions that lead to the creation, funding or agreement of the post. It is likely that the Board will need to seek the permission of the Charity Commission in such circumstances."

"If at any point a trustee wishes to apply for a central staff post, the trustee must stand down from the board in advance of applying and only apply with the permission of the Charity Commission if this is required. If unsuccessful, they should not be eligible to re-join the board for 12 months."

Discussion points

[note 1] Should we adopt a longer period?

Additional item per talk page:

• The board asks the Governance Committee to look into the impact of the conflict of interest policy on trustee recruitment and to report back to the board within 3 months.

Conflicts of Interest (B)

only to be considered if the Foundation board ratify the draft guidelines.

To amend the Conflict of Interest policy as follows, inserting at the end of "Disclosure"

Trustees are further expected to follow the Wikimedia Foundation's "Guidelines on potential conflicts of interest" http://wikimediafoundation.org/wiki/Guidelines_on_potential_conflicts_of_interest

Delegation of authority

The Board asks the Chief Executive to propose at the next Board meeting a formal statement of delegated authority, taking from appropriate models where appropriate.

..alternative motion per talk page discussion:

The Board asks the Chief Executive and Chair to jointly undertake a review of:
a) the current implementation of the chapter's vision for the relationship between paid staff and volunteers as set out in Volunteer Policy,
b) the impact on this vision if the changes proposed by the Governance Review were implemented in full, and
c) delegated authority given to the Chief Executive, taking from appropriate models where appropriate,

and to report back on the above to the Board.