ARC minutes 2017-06-07
Carol Campbell, Greyham Dawes, Megan Griffith Gray, Lucy Crompton-Reid, Davina Johnson, Nicola Furness
Jordan Landes, Kate West, Alastair McCapra
Notes of previous meeting and matters arising
The Finance Policy is in the process of being updated and will be reviewed by ARC and the board in September, allowing time for community consultation beforehand.
As fundraising is closely related to the charity’s business model, this will be explored in more detail at the board away day in September.
Data protection compliance has been added to the risk register in order to keep it at the forefront of our minds and will be researched more thoroughly as the new legislation becomes clearer. This will also be added to the September ARC meeting agenda.
Statutory Accounts for 2016/17
The draft statutory accounts were discussed, particularly in the light of the updated SORP requirements and the FRS102.
Greyham, Carol and Megan commented on the substantial difference in spending on Programmes and External Relations in 2017 compared to 2016, which Lucy should be prepared to explain if questions were asked about this at the AGM.
A discussion was held around the unusual change in NI contributions, and the reason for this will be clarified.
The accounts are nearly final, however there is a point of disagreement between Greyham and our Independent Examiners, concerning the adoption of Section 1A. This will be discussed by the board unless we are able to reach a resolution with KS before then.
ARC agreed that they were happy for the draft statutory accounts to be presented to the board, notwithstanding some minor amendments needed and the issue outlined above.
QFMR for Quarter 1 (based on reforecast budget) and commentary
The draft budget for 2017/2018 was agreed in December 2016 but due to the office move, Karla’s maternity leave and interim cover and increased Gift Aid this has been reforecast in Q1. Greyham asked what the difference was and Lucy clarified that the original budget had been breakeven but that, following discussions at the March board meeting, the reforecast budget had an operational deficit of £12,000 (including a contingency of £10,000). ARC confirmed that they were happy with the reforecast budget which reflected the board’s decision to move to a more expensive office space.
Greyham suggested it would be pertinent to highlight the reforecast budget to the Foundation. Carol asked that it was also highlighted at the beginning of the commentary.
The contingency has been reduced back to its original 10k as the extra amount that had previously been included to account for the office move has now been appropriately allocated.
Davina and Lucy asked for Greyham’s advice regarding a Gift in Kind made by the Welsh Government to the National Library of Wales to support a partnership project involving Wikimedia UK, that we will report on in terms of metrics. Greyham confirmed that since the funding has not been gifted directly to us we should not recognise this in our accounts, as per the guidance in FRS102.
Davina spoke to the office move reporting that we gave notice to Ethical Property on 30th May 2017 and our last day in Development House will be on or before 31st August 2017. We have appointed Stone King as our solicitors and have received the lease and other documentation which is currently being reviewed. We have a month to sign the lease and three months to take possession of the new office. The only significant cost in terms of refurbishment of the new office will be a glass partition to create a meeting room. ARC agreed that they were happy to consult on this capital expenditure via email.
Lucy spoke to the updated risk register confirming she has made the changes discussed at the previous meeting. New risks on this register include the low number of members (which has been increased to a major risk in the run up to the AGM) and the risk of Wikimedia UK failing to keep abreast of changes in data protection legislation. As touched upon in matters arising, this has been added to the risk register as an amber risk to ensure that it remains a current concern. The relating policies will then be updated in line with the new legislation.
Appointment of new Chair of the Board
Following a discussion at the March board meeting, Lucy and Carol redrafted the Chair role description and person specification and emailed all trustees with regards to the appointment of a new chair of the Board. There were two expression of interest, one candidate making it clear that he would withdraw should there be a female candidate. In light of this, the board will vote on appointing Josie Fraser as our new chair of the Board at the next meeting, followed by an official handover at the AGM in July.
Carol complemented Davina on her competence and diligence.
There was also a consensus to agree to ARC meeting dates along with Board meeting dates a year in advance.
Date of the next meeting
This will be arranged by doodle poll