Governance Review/Implementation

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

Ref	Summary	y/n/?	Action(s) taken	Level	Target completion date	Link(s) to evidence
1	Board of 7 elected and 3 co-opted trustees	y	For members at EGM	Structure	Motion passed at 2013 EGM. Review need for co-options before July 2013 Board meeting	EGM 2013
2	Increase the maximum size to 11	y	For members at EGM	Structure	In effect as of April 2013 EGM	EGM 2013
3	Terms of office 2 years, 3-year maximum	?	2-year terms in place. AGM resolution re 3 terms - for members	Structure	June 2013 for term limits, if adopted	WikiConference UK 2013
4	2-year term for Chair	y	Query whether this needs to be formalised, if so in Articles or a Chair role profile, or to be an informal expectation? Also NB interaction with R12	Structure	June 2013
5	Clarify roles of officers	y	GovCom to make recommendations	Process		Govcom established.
6	Establish a Governance Committee	y	Committee set up, to propose charter and delegated authority at Board meeting	Structure	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.
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
11	Professional development of Trustees	y	GovCom / CE to define	Process	June 2013
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	June 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	Different options looked at will depend on training needs.
14	Review of Chair's performance once every 2 years	y	Query who should do this review? GovCom to provide recommendation	Process	June 2014
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	September 2014
16	GovCom to review governance once every 2 years	y	Governance Committtee	Process	December 2014
17	Light-touch external governance audits after 9 and 18 months	y	Governance Committtee	Process	October 2013, 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	June 2013 plan for subsequent Board year
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
21	Chair to push Board to decisions	y	Chair (also Secretary?)	Meetings
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	June 2013 for first such discussion?
24	Secretary to ensure minutes are clear record of important issues, use Foundation model	?	Secretary: Question mark about how to implement this in line with our value of transparency. When will this discussion take place?	Meetings	Work to be done on this.
25	In-camera sessions should continue to be used where appropriate	y	Chair	Meetings
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
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	April 2013
34	Staff instructions to come from Chief Executive	y	Board	Behaviour	Monitor progress
35	Chief Executive to report to Board through Chair	y	Chair, Chief Executive	Process	Monitor progress
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	October 2013, 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	?	Yes in principle but Need to clarify budget-line responsibilities	Behaviour	Scheme of delegation discussed - rest will follow
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 will consider them in April, consider adopting subsequently
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.
50	Reach agreement with owners of QRpedia	y	Board/Chief Executive	Process	Agreement reached, domain name transfer to follow