ARC Minutes 2014-09-10

This Audit and Risk Committee meeting was originally scheduled for 1 September 2014, but was later rescheduled to 10 September 2014.

Present

• Carol Campbell
• Greyham Dawes

Also in attendance

• Chris Keating, observing
• Jon Davies, Chief Executive
• Richard Symonds (Minutes)
• Stuart Prior

Apologies

• Kate West
• Alastair McCapra

Declarations of Interest

The meeting began at 14.10. The Committee members discussed their circumstances and stated that there were no conflicts of interest.

Minutes of the last ARC meeting

There were no concerns about the minutes of the last ARC meeting, available at ARC Minutes 21May14. The minutes were therefore approved.

Matters arising

The actions and decisions from the last ARC meeting were addressed.

• ACTION 8: Completed at last board meeting. RS confirmed that both the staff bank account and the ALTO accounts are run as imprest systems with no problems, and that the £500 limit had already been approved by the full board.
• ACTION 12: - Not yet completed was an in-depth check of the implementation of our procurement procedures. GD was keen to discern if the system of internal controls that we have works correctly.
• ACTION 15: - A revised FDC report was shown by JD, in which he showed the ARC the traffic light report in particular. JD said that the FDC were happy with this style, and proposed that we use it for the board as well. GD asked JD if this was creating too much extra work, as it seemed very complex: JD said that it had been reduced as much as was possible with current reporting requirements. CK expressed the view that this was the first year we had expressed targets in such a precise fashion, and that this should be seen as progress. He noted that even if the reports were all red, this would still be a move from “unconscious incompetence” to “conscious incompetence”, and so far we have shown from our reports that we are competent! There was some further discussion about linking close with the WMF's accounting cycle, and GD noted that there could be a case for reviewing our financial year – possibly synchronising it with the WMF's year end or half-year. This is standard practice in many international charities.
• ACTION 16: - This action had been dealt with at the last board meeting.
• ACTION 17 & 18: - To be carried forward. Although these actions had been completed at the last board meeting, GD noted that delays in reclaiming Gift Aid is causing him some concern, as there seem to be more and more of them. JD and RS explained the delays: this is largely due to technical issues with our database, which needs cleaning (and thus a proper procurement process must be worked through).
• ACTION 22: The ARC asked for a timetable on the gift aid reclaiming process to be completed by KB by the October 2014 Board Meeting. This should include a date for when we will be up to date on gift aid claims. The ARC were clear that we need to get to a situation where the gift aid debtor figure has a clear basis in reality, rather than being an estimated figure.
• ACTION 19: The Wikimania funding report will be looked at later in this meeting.
• ACTION 20: - The 2012 year was removed from the management letter.
• ACTION 21: - The ARC had previously requested a paper from JD, in which JD was to outline his concerns about board micromanagement. This was considered no longer necessary, as the problems in it had been mostly resolved by other means.

QFMR Q2 & Review of Budget

JD explained that Wikimania has heavily affected our spending patterns in Q2 and will continue to do so in Q3. However, our recoveries from Wikimania are likely to be better than expected.

• ACTION 23:: The ARC requested from JD that staff time allocation projections are included in the Q3 QFMR.
• ACTION 24:: RS to change the QFMR cover sheet in time for 4 October Board Meeting to explain that future WiRs will often be paid for themselves – which means that we will be more likely to underspend at the end of the year.
• ACTION 25:: Software Development budget – Chris K has made some comments on the report's page about this which he would like answering. JD to arrange answers.
• ACTION 26:: RS to set up a “membership issues” Sage line for which lists any extraordinary costs. This needn't be a separate budget line - a line in the accounts would be appropriate.
• ACTION 27:: RS to provide detailed projections for the year.
• ACTION 28:: RS to send a detailed list of debtors and creditors to CC and GD for Q2 end by the October board meeting.

The 2015/16 budget was tabled. ARC noted that as a plan for 2015/16 had not been developed from the 5yr strategy then the budget did not correlate to the strategy. ARC look forward to this future development

Review of risk register

There was some discussion over the risk of fundraising and how likely the fundraising strategy risk (4.1) is to actually occur. JD is concerned that in future the Wikimedia Foundation may dramatically reduce funding to local groups worldwide. The ARC further discussed the issue and asked JD to present the key risks, impact, likelihood and assessment of this risk in a separate appendix to the risk register, as it is such a high risk. JD suggested that this go forward in the October board meeting as part of his report. ARC would like the major risks explained by JD in his report.

• ACTION 29:: JD to present the key risks, impact, likelihood and assessment of risk 4.1 in a separate appendix to the risk register which is presented to the board. JD to also explain the top risks in his report.
• ACTION 30:: JD to update the risk narrative on risk 4.2.1 (Qrpedia related risks)
• ACTION 31:: JD to change risk 1.5 from 3/4 to 2/4.
• ACTION 32:: Spelling error in risks 2.4, 7.2 and 5.3 to be corrected.

Volunteer business cards

JD explained that he feels that there are very few risks with volunteer business cards. He is happy to go ahead with them. The ARC were mindful of the risks – it increases the risks of a volunteer doing something which damages that chapter – but CK felt that they were a good volunteer engagement tool. GD and CC felt that they should be event-specific in order to mitigate risks,

• ACTION 33:: JD to trial volunteer business cards for six months. They will be in limited numbers, and the person with them must be a member and a volunteer. JD to report on progress after 6 months.

Fundraising MoU from last board meeting

NB:This is a draft Memorandum of Understanding for accepting a Gift in Kind, which was delegated to ARC for approval on behalf of the board once legal negotiations are complete.

This was adjourned to the next ARC meeting.

• ACTION:The institution's MoU, which we will be using, will go to GD for approval. There is no need to bring an MoU to the next board meeting.

Skill review of ARC members/Hudson recommendation re members of ARC

ARC need someone with skills in information management and data protection, say CC and GD. In any case, however, any additional non-trustee members could not vote because constitutionally we cannot have voting non-trustee members on board committees. Until an amendment to the constitution is made, ARC are happy to accept someone with an appropriate skillset as an observer.

Wikimania 2014 - finances and outcomes

• ACTION 19: The ARC thanked RS for the report.
• ACTION 34: RS to insert after the last line: what the original budget for wikimania was, followed by the extra amount agreed with the board up to Y for the year (circa £38k). Finally, RS to then summarise the gross spending and gross recoveries and make clear the net cost to WMUK.

CK had a few minor questions about future costs but was happy with the answers.

Staff Cover

There were no objections to the plans for staff cover.

AOB

ARC noted the "Future Plans for WMUK" document.

In camera session for Board Members

Not minuted by RS.