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	Motion passed at 2013 EGM. Process for co-options underway based on agreed skills/characteristics grid, with new trustees co-opted before 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	June 2013 for term limits, adopted	WikiConference UK 2013
4	2-year term for Chair	y	Agreed that this remains an informal expectation.	Structure	New chair discussing with GovCom ASAP
5	Clarify roles of officers	y	GovCom to make recommendations	Process		Drafts of these roles exist, but have not yet been amended by GovCom or formally agreed - this remains an open task.
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.
7	GovCom chaired by the Chair	N	GovCom	Process	March 2013	The Governance Committee charter states it will be chaired by a Trustee other than the Chair of the Board. We believe this to be sensible, to spread the load. The Chair of the Board does sit on the committee.
8	Establish an Audit Committee	y	GovCom to propose charter and delegated authority at Board meeting, along with membership	Structure	April 2013	Audit and Risk Committee charter agreed 27 March.
9	Change articles to implement Rec 1	y	For members at EGM	Structure	April 2013	Accepted at EGM
10	GovCom to emphasise diversity of Board	y	GovCom to guide search process	Process	April 2013	Govcom considering applicants for co-option.
11	Professional development of Trustees	y	GovCom / CE to define	Process	June 2013	New elected trustees receiving induction.
12	Term of Office of chair to begin 6mos 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	New Chair appointed December 2013
13	Mentoring/coaching support for Chair	y	Query whether we have budget currently, or where to get it? CE/Chair to research options	Process	Mentor available
14	Review of Chair's performance once every 2 years	y	Query who should do this review? GovCom to provide recommendation	Process	December 2015	Added to office diary
15	Board to agree strategic plans with CE and get traffic light reports on progress	y	Strategic planning process underway. Reporting structure in development	Process	March 2014 for final approval	Strategic plan agreed. Now adding detail.
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,	October 2013, August 2014	Now concluded
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	New timetable agreed December 2013
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	Working group established
21	Chair to push Board to decisions	y	Chair (also Secretary?)	Meetings		Last two boards conducted on time
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	Already doing this
23	Board to discuss forward agenda twice a year	y	Chair	Meetings	Agenda items listed on timetable
24	Secretary to ensure minutes are clear record of important issues, use Foundation model	y	Secretary: Question mark about how to implement this in line with our value of transparency. When will this discussion take place?	Meetings	All backlog now cleared. Clear minute taking established.
25	In-camera sessions should continue to be used where appropriate	y	Chair	Meetings	Done	Already doing this
26	Adopt and observe high standards for COIs	y	Chair and Board	Process	Policies updated. Monitor implementation.
27	COIs to be declared early	y	Chair and Board	Behaviour	Recs 27-32: Policy updated, extended to cover other Wikimedia movement entities
28	Disclose COIs early, including within Wikimedia movement	y	Chair and Board	Behaviour
29	Board to examine size and extent of COIs	y	Chair and Board	Behaviour	Done at all board meetings
30	Trustees not to use Wikimedia UK name & title to advance private interests	y	Chair and Board	Behaviour
31	Conflicted trustees to resign if nature and extent of interests incompatible	y	Chair and Board	Process
32	Trustees only to take up employment funded by Wikimedia UK with permission of the Board	y	Chair and Board	Process	Decision distributed
33	Scheme of delegation for CE	y	Chief Exec to propose scheme of delegation for discussion	Process	Scheme of Delegation agreed April 2013. Being finalised by ARC.
34	Staff instructions to come from Chief Executive	y	Board	Behaviour	Achieved
35	Chief Executive to report to Board through Chair	y	Chair, Chief Executive	Process	Achieved
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	Policy updated. Monitor implementation
37	Board to focus on strategic matters	y	Chair and Board	Meetings	Monitor progress
38	Discussions to be handled with respect	y	Board	Behaviour	Monitor progress
39	Governance audit to monitor tone of interactions between staff and trustees	y	?	Behaviour	First audit is occurring as of September 2013, but focused more on the structures and delivery of the report. Given the recent and pending changes in Board composition we did not feel it was appropriate to look in detail at staff-trustee interactions. However this will be reviewed in detail in August 2014
40	Seek advice where appropriate	y	Chair	Behaviour
41	Trustees acting in volunteer capacity accountable to Chief Executive rather than directly to Board	y	Board and Chief Executive	Process	Monitor progress
42	Support Chief Executive and avoid micro-managing	y	Board	Behaviour	Monitor progress
43	Respectful and professional working relationships	y	All	Behaviour	Monitor progress
44	Agree annual budget, delegate individual budget lines	y	Yes with clarified budget-line responsibilities	Behaviour	Scheme of delegation agreed, substantial progress on budgeting process. Finish proposals to ARC in New Year 2014.
45	Operational communication with Foundation to be handled via CE, governance-level communication via Chair	y	Board and Chief Executive	Process	Monitor progress
46	Respectful and professional communication	y	Board and Chief Executive	Behaviour	Monitor progress
47	Trademark agreements to be handled via Chief Exec where required	y	Chief Executive	Process	Monitor progress (in the event any trademarks are requested)
48	Consider adopting Foundation's COI guidelines	?	Governance Committee	Process	Foundation Board adopted these in April, we have not done so yet.
49	Chief Executive or Secretary to produce governance handbook	y	Chief Executive and Secretary with input from Board	Process	CE working with Greyham Dawes on this. Documents with links agreed.
50	Reach agreement with owners of QRpedia	y	Board/Chief Executive	Process	Agreement reached in principle, exchange of contracts and transfer of domains has been delayed by unanticipated details

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.
• C2 Produce a formal progress report, via the Governance Committee, for each Board meeting.

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. Y
• 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.

Development of a strategy (recommendation 15)

• C5 Creation of the WMUK strategy to be considered a priority area of work. Y In progress to be finalised at March 2014 board meeting.
• C6 Draft a description of what the strategic goals of WMUK mean in practice. Y In progress to be finalised at March 2014 board meeting.
• C7 Continue the work, as a matter of priority, to put in place a clear supporting operational plan including budgets, milestones and performance indicators.

Y In progress 2014 work programme on wiki.

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. Y Professional accountant 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. Y Legal advice received and revised scheme of delegation being finalised.
• 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. Y 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. Y 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, in order to prioritise time and effort on the most significant items. A work in progress. Reporting to March 2014 board.
• C13 WMUK to use a standard Board template for its reports. A work in progress. Reporting to March 2014 board.

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