Govcom minutes 2015-02-17
This Governance Committee meeting was held on 17 February 2015 at the WMUK office.
Simon Knight was in the chair, deputising for Michael Maggs.
Attendees & Apologies
- Present & Voting
- Simon Knight (Board Vice-Chair; attending ex officio) [SK]
- Greyham Dawes (Hon. Treasurer) [GD]
- Kate West (Trustee) [KW] - Present for second half of meeting
- Also Present
- D'Arcy Myers (Interrim Chief Executive) [DM]
- Richard Symonds (Minutes) [RS]
- Apologies
- Alastair McCapra (Trustee) [AM]
- Michael Maggs (Board Chair) [MM]
- Kate West (Trustee) [KW] - Present for second half of meeting
Declarations
The meeting began at 14.30. The Committee members discussed their circumstances and stated that there were no conflicts of interest.
Minutes of the last ARC meeting
One concern was raised by GD about the previous minutes: they mention a 13 November 2014 meeting, which never took place.
- ACTION 2015-1: RS was asked to note why it didn't happen, and when the actual next meeting was.
Matters arising
None.
Governance Audit
GovCom believes that there are no more urgent issues that needed resolving with our governance, and noted that the Chapman review of our governance was positive. They recommended that, as a charity, we switch our focus to other areas, such as programme, from now on.
2015 AGM
There was a brief discussion about the date for the 2015 AGM. DM and GD believe that June would be too early, as the new CE will not be in post in June – it will likely be July before they start. August would be difficult too, as it’s a holiday month for most people. GD would like to make it as late as possible – 25 July or 21 August. The best choice seems to be 25 July. There were also concerns about the cost of the AGM, given we have had budget cuts this year. We expect around 40 people to attend, and so the AGM should be at the same time as the volunteer strategy day in order to maximise participation. To keep costs to a minimum, we should be looking at hosting the event at a partner location, donated to us for free, in London.
We also need to re-plan the June 2015 board meeting from 13 June as both KW and GD are both unable to attend a meeting on 13 June.
- ACTION 2015-2: GovCom to recommend to the board that we re-plan the June 2015 board meeting from 13 June to another date.
- ACTION 2015-3: GovCom to recommend to the board that we hold the AGM on 25 July, at the same time as the volunteer strategy day and in the same (ideally donated) location.
Trustee elections
KW arrived at this point.
New tellers are needed for the trustee election this year as the current tellers do not wish to continue in the role. In addition, GovCom would like to see a contested election, as an uncontested election is not a good thing for a charity.
- ACTION 2015-4: KW to see if she can find someone neutral who may be willing to run our election.
- ACTION 2015-5: DM to consider the risk of "board instability due to trustee retention and elections".
- ACTION 2015-6: GovCom recommends that the board members state their intentions in time for the next board meeting, so we can begin forward planning.
Amendments to the articles
GovCom considered that they have committed to the membership that some constitutional changes will be made to Wikimedia UK’s articles, which GD is believed to have a proposed version of. GovCom recommended that the changes go to the board for review.
Handling of applications for membership
GovCom asked: Are we handing the approval of memberships properly at the moment? GovCom are quite happy with the current process (that the CE approves any new members), as long as the CE refers any membership applications about which he has concerns to the Board. GovCom takes the view that the interim CE referring applications to the board e.g. where unfamiliar, is consistent with this delegation and good practice. GovCom to recommend to the board that they also take this view. GovCom noted that they understood the system for renewals was being reviewed.
Report & Accounts
We need to identify whose input is important for the end of year report. Davina has the audit and accounts in hand, but we need to work on trustees giving their input by a certain date. SK said that this is a another reason to move the June board meeting earlier than 13th June! GD says we need a list of trustees who will provide input, and some deadlines. The deadlines decided were:
- Financial Statements need to be done by 6 March 2015 (if Davina is happy with this date)
- Trustees report should be the earlier the better for a preliminary draft, but latest date should be March 6. This means the board can look at these on the board meeting on 7 March.
- Annual review: should be complete by the June board meeting – but there should be a version circulated for comment mid to late May.
Relationship with volunteers
GD feels that an advisory board is a good idea, but he is aware that others disagree. SK noted two possible volunteer committee functions:
- A volunteer engagement advisory group – focussing on engaging and developing volunteers, and recruitment of new volunteers, etc.
- A volunteer review committee – focussing on reviewing and helping to develop project ideas to ensure match with our KPIs (a more advanced version of the grants committee)
GovCom recommends that the next volunteer strategy meeting be held at the same time as the next AGM, when the new CE is in post.
KPIs and Strategic Goals
There was a concern from DM that we may be doing a lot of data gathering without necessarily using the data to drive our future decisions. We know how well we are doing, but not how well we could be doing. DM says that plans are already in progress to improve this, particularly with our new project-focussed approach, which is making it easier to see which KPIs are useful and which are not.
DM was also concerned that the WMF are asking us to report on a large number of metrics which are not necessarily useful KPIs, as was SK. GD noted that our most immediate aim should be to ask, "which KPIs we report on in the annual report, and keep reporting on for the next five years".
- ACTION 2015-7: DM to report on progress on metrics in March board meeting.
Updating scheme of delegation
Deferred to next meeting, following the appointment of a new CE.
Openness
GovCom considered the following points:
- The Chapman report into our governance has come out
- The minutes from the Cambridge meeting were released promptly
- Trustee Expenses report for the year has come out, and thanks has been received from volunteers for this
- Volunteer strategy day was a clear show of openness and transparency, we consulted about the future CE there
- The CE recruitment so far has been very open and transparent (open recruitment rather than headhunting), with open and frank consultation on the job description
- However, the AGM minutes are not written up for publication yet
GovCom considered Q4's transparency score to be 4/5.
Recruitment of CEO
GovCom considered that this needs a timetable. The current recruitment team is MM, CC and CK – but CC may not be able to do this now, and MM is probably quite busy, so the new recommended committee is MM, AM, CK and DM, with KW as a stand-in. There is a deadline of 23 February for applications, and 4 March for longlisting. GD agreed to create a financial exercise for applicants to complete by the board meeting on 7 March.
Given everyone's timetables, the first round interview should happen on 23 March, with a final interview held if needed at a later date. However, MM, AM and CK need to give their views on this
GovCom membership
At present, GovCom are happy with their current membership and saw no need to change it. However, there were concerns about the future after the AGM, and GovCom recommend that the board should discuss not only the elections, but how the subcommittees could be impacted by the 2015 AGM elections.
AOB
No other business.
Next meeting
The next meeting will be held on 11 May 2015, at 14:30.