ARC Minutes 2014-12-02
The Audit and Risk Committee meeting was held on 2 December 2014.
Present
- Carol Campbell
- Greyham Dawes
- Alastair McCapra
- Also in attendance
- D'Arcy Myers, Interim Chief Executive
- Richard Symonds (Minutes)
- Stuart Prior
- Apologies
- Kate West (absent at beginning of meeting)
- Chris Keating (absent at beginning of meeting)
Declarations of Interest
The meeting began at 10.00. 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 2014-09-10. The minutes were therefore approved.
Matters arising
CC listed the following actions as needing updating:
ACTION 8: - Completed at last board meeting.- 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 has no significant gaps. We aim to be completed by the next ARC meeting.
ACTION 15:ACTION 16: - This action had been dealt with at the last board meeting.- ACTION 17, 18 & 22: - The ARC stressed in the strongest terms that the work on Gift Aid must be completed, and the database must be fixed. This cannot be carried forward further and must be completed ASAP, especially in the light of the revised gift aid figure, which is much lower than first thought. ARC would like to be able to see a realistic attrition rate, after the data cleanse has been done, because it is necessary for proper budgeting next year. There were concerns that the Gift Aid figure is unexpectedly low. GD was interested to know what the proportion of donations that we can claim gift aid on is.
ACTION 19:ACTION 20:ACTION 21:- ACTION 23: Complete review of the risk register to be started by the time of the next ARC: Carried forward.
- ACTION 24: Volunteer business cards to be carried forward.
- ACTION 25: Skill review of ARC members to be carried forward. CC will talk to D'Arcy about this.
QFMR & Review of Budget
DJ took the ARC through the QFMR, with both the Q1-3 figures and Q1-4 projections. GD asked a few minor questions about Wikimania as he was concerned about our reserves level, but was happy with the answers. DJ explained the debtors and creditors table which had been newly included – GD had more questions about the Gift Aid figure, which still seemed remarkably low. The ARC felt that the figure was unrealistically low, and that the auditors would be unlikely to accept it as accurate. They urged D'Arcy to discern an accurate figure for the report.
There was then a discussion about the Wikimedians in Residence – ARC need to know how much a project costs, and when that cost will fall. They were anxious that any applications going for approval to the ARC would need a financial review. ARC would also like the contracts for future agreements redrawn sio that funds are released slowly, rather than in a single bulk amount
At this point in the meeting, Kate West [KW] arrived.
ARC would like to see a profit and loss sheet drawn up for Wikimania, along with a cover sheet, which explains the complex payments involved. GD was very concerned about the huge expenditure on Wikimania, which has not been properly repaid by the WMF as the WMF have reimbursed direct costs, but not any "on-costs". We may need to ask for a goodwill payment from the WMF, as the extra expenditure to Wikimania resulted in us going into our reserves. GD's best estimate for our end-year figure is, if we recover a Wikimania "Goodwill Cost", and continue the WiR postponements, then our end of year deficit against budget will be around £20k.
GD and AMc were concerned about the £19k fundraising cost, which they thought was for Wikimania fundraising: RS explained that it wasn't specifically for that; only £3k was for direct costs on a fundraising event at Wikimania, and the ARC felt that this was appropriate.
CC was concerned about the fundraising staff costs being rather high – RS explained that this was due to Stuart and smaller other staff costs (such as management time reallocations).
GD explained that Wikimania costs have "hidden" our underspend on projects, and that he felt it was unfair that the WMF were relying on Wikimedia UK to support Wikimania to a greater extent than originally expected, without any goodwill payments or non-Wikimania-staff costs being supported fully. The ARC gave their congratulations and thanks to DJ as the reporting and the budget could not have been done without her.
ARC asked that the IOD Gifts in Kind be shown in a new budget, rather than "Communications", when we do our Q4 actuals.
Review of risk register
<A discussion was held in camera>