ARC minutes 2017-03-02
Carol Campbell, Greyham Dawes, Kate West, Alastair McCapra, Megan Griffith Gray, Lucy Crompton-Reid, Davina Johnson, Nicola Furness
Notes of previous meeting and matters arising
DAJ noted that as requested in the previous minutes she will combine budget lines 80, 81 and 82 on the QFMR ahead of the upcoming board meeting.
LCR gave an HR update including the appointment of Richard Matthews as Finance Assistant, who is working two days a week (usually Tuesday and Wednesday) and is progressing well. She also informed ARC that Karla will be going on maternity leave this year (around May/June 2017).
We began the meeting by discussing the Risk Register which LCR spoke to, explaining that the process has been started from scratch following a new format previously agreed with Carol (based on NCVO’s risk register).
AM questioned why Brexit and Scottish independance implications presented such a high risk to the charity which LCR responded to by explaining that a significant proportion of our work is conducted in or with Scotland, so independance from the UK would impact our work significantly. It would also have large implications for our work with indigenous language which has a big focus for the charity.
There was a discussion about fraud and it was agreed that the likelihood of this risk should be raised to at least 2 and kept under review.
LCR added that the draft risk register is a work in progress and that she would be doing a comparison between the old and the new Risk Register to ensure that no valid risks have been missed. As an example of this, it was noted that membership, compliance and data protection should be added.
There was a conversation about the risk level of a decrease in our annual plan grant from the Foundation (amber) and a decrease in donor income (red). It was agreed that the latter would be reworded to reflect the risk of external factors affecting donor income, which the charity has a limited capacity to control. The situation with the Daily Mail was mentioned as an example of this.
It was confirmed that Wikimedia UK is using the internal Risk Register for health and safety related risks. ARC generally agreed that the new Risk Register is much improved.
Action: LCR to make alterations to Risk Register and share major risks with ARC and the Board.
Draft QFMR for Quarter 4 and board commentary
LCR spoke to her commentary for the Q4 QFMR and highlighted key variances against budgeted income and expenditure.
It was noted that staff time will now be reported on monthly rather than quarterly to enable more accurate reporting moving forward.
CC congratulated DAJ on her competency in producing the QFMR. LCR commented that the charity has had a very successful year in terms of delivery against programme targets, which will be reported on more fully at the board meeting.
Final budget for 2017/18 and board commentary
LCR spoke to the 2017/18 budget commentary and highlighted particular areas where the budget in the upcoming year is higher than 2015/16, including staffing, individual donations and contingency.
The Treasurer commented that this year we have done better than ever in terms of forward planning, and raised a caution that Wikimedia UK shouldn’t try to overcontrol to the point that it hinders future potential opportunities.
Finance Policy (oral update)
Wikimedia UK’s policies are in the process of being amended, and as agreed at December’s Board Meeting all board level policies are being shared for community consultation prior to board discussion and approval.
LCR and DAJ feel that the current Finance Policy needs a substantial overhaul and propose creating instead a new high level policy (for community consultation and board approval) and separate financial procedures (for consultation with ARC). This was agreed by ARC, and both these documents will be presented for discussion in June.
ARC was made aware that the Cooperative Bank is being sold, and we currently hold £39k with them. It was agreed that this is not a significant risk, but something to keep in mind and act on if necessary.
The point raised at the previous ARC meeting of corporate cards has been agreed by MM and GD since and the option of Unity’s Multipay cards was formally approved by ARC.
Action: GD to read over and sign paperwork and return to LCR/DH for MM’s signature at Board Meeting on 11th March
It was also agreed that RM should be set up as a submitter for Unity Banking.
DAJ spoke to the Office Move paper.
When discussing the CAN Mezzanine option, Alistair mentioned his previous experience as a CAN resident, which suggests that accessing shared meeting rooms can be problematic.
It was agreed that ARC would recommend the Grayston Centre option to the Board and that the board should delegate the final decision on the office move to the Chief Executive (if for some reason this option becomes unfeasible).
LCR gave a brief update on the progress made on individual giving over the quarter, following the plan developed with input from Chris Keating. All individual donors have now been contacted with various calls to action and the general reaction and feedback has been very promising.
Action: NF to get a measure of number of Direct Debit cancellation since February’s emails were sent.
As mentioned when discussing the budget and risk register, LCR explained that while we have an action plan for Trust and Foundations fundraising for 2017, it’s clear that we need to develop a longer term plan for diversifying our income and is hoping to present this to the board in June this year.
AM mentioned that given the very positive metrics from last year it would be worthwhile to let donors know that this makes up part of where their money has been spent.
MG spoke about about new legislation around fundraising governance and shared a link with LCR and NF that discusses the proposed changes to the code of fundraising practice.
Action: LCR and NF to look into potential training options to ensure we are up to date with current fundraising practices.
Data Protection Compliance
ARC recommends that Michael Maggs be authorised to update the board wiki as appropriate in order to ensure compliance with data protection legislation.
AM noted that it is now necessary to keep a record of all interactions with donors and volunteers, relating to having explicit permission to make contact. It is important to make sure that Wikimedia UK is asking the right questions to ensure we are compliant and it was suggested that training in this area may be beneficial.
Action: LCR and NF to look into potential training options to ensure we are aware of and in compliance with data protection regulations.
It was raised that the Board Meeting on Thursday 15th June 2017 was listed as a Skype meeting on wiki but would ideally need to be an in-person meeting as the statutory accounts will need to be physically signed off. Lucy responded that this was indeed an in-person meeting with the option of Skyping in, and that this would be clarified on the wiki.
Date of the next meeting
This will be arranged by doodle poll