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. 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	Done 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. 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	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	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	September 2014
16	GovCom to review governance once every 2 years	y	Governance Committtee	Process	December 2014	Added to office diary
17	Light-touch external governance audits after 9 and 18 months	y	Governance Committtee	Tendering	October 2013, August 2014	Draft spec produced and being considered.
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	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
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