ARC Minutes 2014-05-21

Attendees and Apologies

Attendees

• Carol Campbell (Chair)
• Greyham Dawes
• Kate West

Apologies

• Alastair McCapra

Also Attending

• Jon Davies (Chief Executive)
• Richard Symonds (minutes)

Conflicts of Interest

The meeting began at 10:05. The Committee members discussed their circumstances and stated that there were no conflicts of interest.

Matters Arising

The committee reviewed the outstanding actions:

ACTION 4:

Done

ACTION 5:

Done

ACTION 6:

Done

ACTION 7:

Done

ACTION 8:

Not done RS to organise a review of the Staff Imprest account now that it is up and running – to cover the following questions in particular:

How should it be topped up?

Should the spending limit be changed to £500 at JD's suggestion?

ACTION 9:

Not done, to be covered later in Agenda.

ACTION 12:

Not done A Procurement Policy has been produced by Davina, the ARC were happy with the Policy. However, GD wanted a more in-depth check of implementation - that is, RS' flowchart etc - is what we have a good system? For example, is uploading copies of invoices to the wiki an adequate safeguard?

ACTION 14:

Done

Procurement Policy Approval

The ARC were happy to approve the procurement policy, but noted the need for a more in-depth check of implementation.

DECISION: The Procurement Policy to be recommended to the board for approval.

Review of QFMR Q1 Paper

The ARC noted that, at CC's request, a new column had been added, listing strategic goals against each budget. GD asked if the ARC felt that the new strategy goal column was an improvement to the report. The general feeling was that it was.

GD then asked if it was possible to include KPIs in the QFMR report. JD said that this would be difficult due to space constraints and the complexity of the various sheets. There was still a feeling amongst the ARC that it was difficult to see 'at a glance' how we were doing against our KPIs. Simon Knight (who was not present) had expressed his views previously that he would like a traffic light report to report the various KPIs and how we're doing against them. JD then went on to describe what we currently do, and why it is so complex: the staff use a large, A3-sized, 17 sheet spreadsheet (the KPI Activity Measures Sheet) to track KPIs. GD thinks that this is too complex, and would like it distilled into a cover sheet - but JD was concerned that creating a document that distils the entire KPI Activity Measures Sheet into a small table would be very difficult.

KW suggested a paper for the next board meeting which summarises what all of our documents are for the board to discuss – so that perhaps we can agree to change or amalgamate the document to make it easiest for the staff to write and the board to read.

GD is in particular concerned that the detail of some reporting - particularly the FDC report - is so much that it is reporting in too great detail to the WMF. As a charity, we must legally be independent: reporting in such detail (and being marked on such detail) means that we are becoming less and less independent as a charity. We should be trusted to run our own projects without interference. GD does not want the board to have detail that it doesn't need (and by extension, the FDC should not have that detail).

JD suggested a short, one or two page document that discusses, in narrative form, our performance. JD is going to do a mapping exercise and a simple proposal to the board for what he suggests.

ACTION 15: JD to put a simple proposal to the board for a report that tells the board how we are progressing against KPIs.

The ARC then moved on to discussions of our finances. GD was happy with our cash position. He did wish to comment on the overview: he noticed in the underlying schedules that we have straight-line quarterly profiling, and would like this changed: JD drew his attention to the final paragraph where we discuss future changes to profiling.

GD questioned JD on the various underspends for items like Wikimedians in Residence, GLAM and Education – it transpired that the majority of these were profiling issues, but Education and WiR also have ongoing reviews of progress which has slowed spending.

GD would like the difference in staff costs summarised, and would like the reasoning changed to "staff members not initially included in budget".

ACTION 16: RS to summarise staff costs in the cover sheet, and to change the reasoning for the overspend to "staff members not initially included in budget".

GD then asked several questions:

1. If the Q1 debtors figure included £7.5k for Q1's donations?
2. Also, how much of the £16k Gift Aid figure has been received since, and how far behind are we with receiving Gift Aid Claims?

ACTION 17: RS to work with KB and DJ to answer the above questions.

ACTION 18: RS to break down creditors

Finally, CC wanted to know: how is the Gift Aid addon for CiviCRM progressing? JD said it would be in place by the end of June.

JD's Proposed Alterations to the Budget

The ARC began to discuss some proposed alterations that JD had to the budget. CC said that JD will have to ask for Board permission for his proposed changes to the budget. JD said that the Wikimania budget of £10k is simply not enough for a full programme of events. Now that we have hired three temporary staff to develop our plans, and in order to develop our plans further, JD would like to request an extra £30k be taken from our reserves to ensure that Wikimania goes well. The ARC were quite happy with this change, but warned JD that he would need to back this up with costings at the Board meeting.

KW left the meeting

ACTION 19: JD to insert an extra comment in the cover sheet about extra Wikimania spending.

There was a brief off-topic discussion about the WMF-WMUK relationship in light of the recent public letter to Sue Gardner.

KW re-joined the meeting

Review of Statutory Accounts

GD said that the auditors were more than happy with the accounts this year, and that no material errors had been found. However, the ARC requested that the 2012 year would be removed from the management letter, but were happy to commend the accounts to the board.

ACTION 20: RS to request that the 2012 year be removed from the management letter.

RS also to request changes to the £7,500 on page 8, in Accruals, which should be changed to £3,200. RS also to request to change the 2014 Audit Observation to say that the database was not up to date at all times, as the current letter suggests that it was never up to date. Finally, RS to inform UHY that we already implement an expense claims time limit as part of our Expenses Policy.

Review of Risk Register

CC explained the requests from the last board meeting - the board had asked that some changes be made to the Risk Register and the included risks. The ARC need to ensure that the risks the board requested to be included, are included in the report to the board. JD said that the ARC would need to re-review every risk, as some risks had changed since he had printed the document.

The Risk Register was reviewed in full. The ARC went through and discussed each of the risks. They were happy with the scoring for most of the risks. However, changes included changing risk 4.7 to "inadequate funds in year and carried forward": this is to cover the possibility that we lose FDC support altogether. As a result of the WMF's decision to stop our in-country fundraising, risk 4.1 (restrictions to fundraising) had its likelihood raised to 5. There was a discussion about the risk of board micromanagement, but the ARC accepted JD's scoring.

CC asked: Is the threshold for reporting to the full board now at 16 or 20? The ARC discussed this and agreed that as a result of generally reduced risks, we would now be reporting all risks scoring over 16.

GD recommended that interested board members be able to access the full risk register themselves, on request – but they should not be able to table risks.

ACTION 21: JD to bring a paper to the board outlining his concerns about micromanagement, with recommendations on future reporting, and particular issues arising from risk 2.2.

There was a discussion about risk 6.1, as CC did not believe that it was marked as a high enough risk. The ARC decided to move this risk likelihood to from 2 to 4, and the impact to 4. The risk was also reworded to "Insufficient volunteer activity due to difficulties in engaging volunteers". JD was also asked to make some small changes to the 'next steps' box which he took note of.

• A new risk was added and numbered 7.1 – This risk was "Negative fallout from Wikimania 2014".
• A new risk was added and numbered 7.2 - This risk was "Membership list hacked".
• Risk 2.6 was removed as it is duplicated by "excessive board control".
• Fractured Community: There was a discussion about community fracture, but this wasn't a huge concern as the UK community are generally supportive of WMUK, and people who have major disagreements with WMUK are now in a minority.

GD noted that we need to review our Chapter agreement with the WMF as it may not be adequate in light of recent WMF decisions. There was then a discussion about Fundraising, with the ARC feeling that we need to reassess our fundraising strategy, again in light of our WMF discussions.

The ARC had reviewed the risk register in full, adjusting weightings by agreement, and asked JD if he had any risks that were not included, or if he had not mentioned anything which should be mentioned. JD confirmed that there were not.

Amendments to ARC Constitution

The ARC were happy with the amendments that CC suggested be made in CC's email to Richard Nevell of 20 May 2014 at 12:39.

AOB

There was no other business. The meeting concluded at 12:30.