Committee Member Code of Conduct/Proposed

This is a draft of the proposed Committee Member Code of Conduct.

All non-trustee Wikimedia UK (WMUK) board committee members must, on taking office, confirm in writing their acceptance of this code of conduct.

Nolan Principles

I accept and will comply with the seven general Nolan Principles of Public Life, as set out below, and also the bulletted WMUK-specific terms:

Selflessness

Holders of public office should act solely in terms of the public interest. They should not do so in order to gain financial or other benefits for themselves, their family or their friends.

• I understand that I must act in the best interests of WMUK as a whole. I will not gain or seek to gain financial or other material benefits for myself, my family, my friends, or any organisation other than WMUK with whom I am associated, nor will I act to give cause for suspicion that I might be doing so.

Integrity

Holders of public office should not place themselves under any financial or other obligation to outside individuals or organisations that might seek to influence them in the performance of their official duties.

• I will at all times act to preserve public confidence in WMUK and will avoid both actual impropriety and any appearance of improper behaviour. I will use WMUK’s resources responsibly, and when claiming expenses will do so in line with WMUK procedures and policies. I will not place myself under any financial or other obligation to individuals or organisations that might seek to influence me in the performance of my role as committee member. I understand that my committee membership is personal and that I must not seek to act as a representative of any group.

Objectivity

In carrying out public business, including making public appointments, awarding contracts, or recommending individuals for rewards and benefits, holders of public office should make choices on merit.

• In carrying out my role, I will seek to ensure that all decisions are made objectively and solely on merit.

Accountability

Holders of public office are accountable for their decisions and actions to the public and must submit themselves to whatever scrutiny is appropriate to their office.

• I understand that I am accountable for my committee decisions and actions, and I agree to submit myself to appropriate scrutiny by the public, the Wikimedia community, the charity's membership, funders and service users.

Openness

Holders of public office should be as open as possible about all the decisions and actions they take. They should give reasons for their decisions and restrict information only when the wider public interest clearly demands.

• I will be as transparent and open as possible consistent with WMUK's commitments to transparency. I will take into account at all times WMUK's published approach to transparency. I will respect organisational, committee and individual confidentiality, while never using confidentiality as an excuse to hide matters that should under WMUK's policies be transparent and open.

Honesty

Holders of public office have a duty to declare any private interests relating to their public duties and to take steps to resolve any conflicts arising in a way that protects the public interest.

• I will at all times comply with WMUK's conflict of interest policy. I recognise that conflict may be potential as well as actual, and I will handle potential or possible conflict with the same care as actual conflict. I will take a precautionary approach to disclosing and handling conflict, bearing in mind its importance in maintaining the reputation of WMUK. If am aware that any trustee, candidate for trusteeship, board committee member or staff member has or may have a conflict I will inform the chair immediately.

Leadership

Holders of public office should promote and support these principles by leadership and example

• I will seek to lead by example, and I will:
  • respect and uphold the vision, values and mission of WMUK, and will use any skills or knowledge I have to further its mission
  • abide by the policies and procedures of WMUK
  • recognise that the contribution of volunteers is central to the activity of the organisation, and will value, encourage, involve and engage volunteers
  • promote an open approach to learning and knowledge and the value of free and open licences
  • seek to have respectful and professional working relationships internally and externally
  • avoid bringing WMUK into disrepute.

General duties as committee member

As a committee member I will:

• seek to ensure that WMUK carries out its charitable objects for the public benefit, and for no other purpose
• comply with WMUK's governing documents and the law
• act in WMUK's best interests
• manage WMUK's resources responsibly
• act with reasonable care and skill
• seek to ensure that WMUK is accountable.

Additional WMUK-specific requirements

Committee member engagement

I will be an active committee member, making my skills, experience and knowledge available to WMUK.

I will develop and maintain a sound and up-to-date knowledge of WMUK, its constitution and relevant policies and procedures, to the extent necessary for me to be an effective committee member.

I will attend all appropriate committee meetings or give apologies. If I find that I cannot deal with business on a regular basis, or will be unavailable to attend meetings for a period of six months or more, I will stand down from the committee.

I will do my utmost to prepare fully for all meetings, including reading papers, querying anything I do not understand, thinking through issues before meetings and completing any tasks assigned to me in the agreed time.

I will actively engage in discussion, debate and voting in meetings. I will contribute in a considered and constructive way, listen carefully, challenge sensitively, and seek to avoid conflict.

I will participate in collective decision making, will accept majority decisions of the committee and board, and will not act individually unless specifically authorised to do so.

Governance

I accept my personal role in seeking to ensure that WMUK is well run and understand that I cannot abnegate that responsibility to others, including to my fellow committee members. I will raise issues and questions in an appropriate and sensitive way to ensure that this is the case. I understand that the role of the board is primarily strategic and that of the chief executive is primarily operational.

Relations with others

I will endeavour to work considerately and respectfully with all those I come into contact with at WMUK, and will seek to avoid giving offence. I will seek to provide support and encouragement. I will respect and encourage diversity.

I recognise that the roles of trustees, volunteers and staff of WMUK are different, and I will respect the difference between these roles. I will respect the role of the chief executive to lead in operational matters, and the role of the chair of trustees to be the primary point of contact via the chief executive with the staff. Where I also volunteer with the organisation I will maintain a clear and public separation between my role as committee member and my role as volunteer.

Any public comments I make about WMUK will be considered and in line with organisational policy, whether I make them as an individual or as a committee member.

Eligibility

I confirm that I:

• am not disqualified to act as a company director
• do not have an unspent conviction for an offence involving dishonesty or deception (such as fraud)
• am not an undischarged bankrupt (or subject to sequestration in Scotland), nor do I have a current composition or arrangement including an individual voluntary arrangement (IVA) with my creditors
• have not been removed as a company director or charity trustee because of misconduct or mismanagement.

If I become ineligible after appointment, or there is a real possibility that I may become so, I will immediately inform the chair and if requested will promptly stand down as a committee member.

Breaches of this code

I understand that any significant breach of this code may result in my being asked to resign from the committee or being ejected. In the event that the board resolves by majority decision to seek my resignation, I will offer it forthwith. In the event that the board resolves by majority decision to eject me, I will accept its decision without question.

I understand that in any such event the board will, where it is in the interests of WMUK to do so, seek to provide advance notice of any resolution to ask for my resignation or to eject me, and that I will have a right to be heard. In the event that it is not possible to provide advance notice, or where advance notice would not be in the interests of WMUK, I understand that I will have a right to be heard retrospectively and to argue that any decision should be rescinded.

Departure from the committee

I confirm that after I have left the committee, for whatever reason, I will continue to respect organisational, committee and individual confidences that I acquired during my committee membership. I understand that the terms of this agreement that relate to confidentiality will continue to remain in effect even after I cease to be an active signatory.

If I wish to cease being a committee member at any time, I will inform the committee's chair in advance in writing, stating my reasons.

Signatures

Committee members are asked to digitally sign the code, below. Alternatively committee members can physically sign a printed version of the code that will be stored at the Office.