Governance Committee Charter

This is a draft of a possible charter for the governance committee. It is based on the outline proposed by CK to the 9 Feb board meeting.

The Wikimedia UK ("WMUK") Governance Committee ("The Committee") is a committee formed by the Board of Trustees ("Board") that exists to to monitor and advise on best practice in charity and corporate governance, succession-planning and the competence and performance of the Board and individual trustees. It operates under the Charter set out below.

Constitution and Composition

1. The Committee exists to advise the Board on any aspect of charity or corporate governance best practice. The extent of this role is set out below.
2. The Committee is a Committee of the Wikimedia UK Board.
3. The Committee has delegated powers under Article 21 to advise the Board on any aspect of charity or corporate governance best practice and provide non-binding recommendations to the Board.
4. The Committee will consist of between three and five Trustees of the Charity, which will include the Chair of the Board of Trustees. The membership of the Committee is determined by the Board, and is reviewed annually.
5. The Committee will be chaired by a trustee who is a member of the Committee other than the Chair of the Board of Trustees. The committee will determine who will act as its Chair. If the Committee cannot reach a decision on who is to Chair it then this decision will revert to the Board of Trustees.
6. The Board can appoint Observers to attend committee meetings.
   1. The Board will review their role annually.
   2. Observers must be members of the Charity.
   3. Observers will be invited to attend, and participate in, all meetings of the Committee.
   4. Observers may not participate in any votes or decisions made under the Committee's delegated powers.
   5. The number of Observers must be less than the number of Trustees serving on the Committee.

Remit

The remit of the Governance Committee is to:

1. Facilitate an annual self-review of performance of the Board, including providing a review of the performance of:
   1. The Board six months after the previous AGM
   2. The Chair after they have served for six months in said role, and every two years thereafter in that role
   3. Individual trustees three months before the end of their term of office, if said trustees will be standing for election for a new term
2. Monitor and update the role profiles at Board/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, monitor which of these are currently met and unmet, and report to the Board on any gaps in skills and experience.
4. Monitor and identify steps to improve the diversity of the Board
5. Advise the Board of the skills and experience the Board needs for compliance with best practice and screen potential candidates with special skills for co-option or for election by the company members
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 and other Officers of the Board
9. Advise the Board on governance issues arising for all special-purpose Committees with non-Board members (eg, volunteers)
10. Produce other governance recommendations for the Board as requested by the Board or as the Committee feels are necessary

Meetings and Reporting

1. The Committee shall meet as and when it considers necessary in order to formulate appropriate written advice to the Board on governance matters that are scheduled for decision at its next in-person meeting.
2. Meetings will be called by the Chair of the Committee.
3. Recent proceedings of the Governance Committee will be reported to the Board at each Board meeting.
4. The Governance Committee will report publicly wherever possible. It can report confidentially to the Board when it feels that confidential reporting is appropriate. Said reporting may be publicly released by the Board or by the Committee subject to a majority vote by either group.