ARC minutes 2018-03-06

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ARC Meeting Notes, 6th March 2018 at Europoint, 5-11 Lavington Street


Carol Campbell, Greyham Dawes, Jordan Landes, Lucy Crompton-Reid, Davina Johnson, Katie Crampton, Susan Williams, Alastair McCapra


Megan Griffith Gray, Kate West

Notes of previous meeting and matters arising

Some misspellings in minutes to be corrected.

Matters Arising

Update on senior staff cover

At the December board meeting Lucy proposed arrangements for her and Davina’s cover and these were agreed. We received 74 applications for the interim Chief Executive role, with a very high standard of candidates. Lucy did the long listing for the role, with Josie and Kate on the interview panel; and the post has been offered to and accepted by Sandy Balfour. Sandy has previously been CEO of a human rights/educational charity, was the founding chair of Divine chocolate, and is a published literary author and columnist. We have received good excellent references for Sandy and Lucy has drafted a freelance contract (which stipulates that his fee must include VAT if applicable).

Lucy noted that as per the proposal agreed by the board, other cover arrangements include Richard Matthews working an additional day a week during Davina’s leave, and Daria Cybulska receiving an Extra Responsibility Allowance during Lucy’s leave to reflect some of the additional responsibilities she will be taking on during this time. Davina noted that she now has firm dates for her planned leave with her last day in the office being 12th April. It was noted that the additional work should not greatly impact on Daria’s workload but would expose her to senior level decision making.

Quarter 4 QFMR, year-end projections and commentary

As indicated in the commentary, we have ended the year with a surplus of just over £10k against a budget of a £12,000 deficit.

Davina noted that the auditors are in the office this week.

We’re still owed around £2k from Ethical Property which we should receive when Development House closes in 2018.

Davina noted that our cash is split over the three bank accounts, and that we may have to move some money into the Unity account if we don’t receive the first instalment of our Annual Plan Grant by the end of March. The biggest expense due this month is rent, which is now paid quarterly and will potentially need to be paid before the grant is received.

It was noted that the statutory limits on pension contributions will go up next year and we will have to consider where this will come from (i.e. from Wikimedia UK or employees). Carol suggested that at the same time as looking at this we create a formal policy on pay and salary progression.

Budget for 2018/19

Lucy drew the committee’s attention to the fact that the planned budget for next year is now based on an operational deficit of £12k, compared to the break even version previously circulated. This is for several reasons but mainly the additional staff costs of Lucy and Davina’s leave. The is roughly equivalent to the surplus from the year that has just ended.

There was a discussion on whether to keep the £10k contingency that Carol introduced to our budgets several years ago. It was agreed that it was good to have this but that we should remind the full board of the contingency in the light of the budgeted £12k deficit.

GD noted some oddities in budget including unallocated staff costs. The budget will be corrected by Davina and re-circulated to ARC this week (and therefore will need to be tabled to the full board at Saturday’s meeting rather than circulated in advance).

There was a discussion about the extent to which the income figures in the budget are realistic. Lucy responded that whilst some of these are known or nearly known (our core grant and Gifts in Kind), donations from individuals, trusts and foundations are less certain and this is reflected in the use of the traffic light system.

There is a mismatch between probable income and expenditure which needs to be addressed using the traffic light system. Some of the income could move into probable and some of the expenditure will need to be reallocated to ‘like to’ rather than ‘should’.

Carol asked whether we are satisfied that the external relations and advocacy budget is high enough, particularly given the board’s desire for the charity’s profile to be increased? Lucy responded that any small increases in spend could probably be met by the contingency budget but that any larger changes would probably need to wait until her return from maternity leave - depending on discussions at the board meeting on Saturday.

The committee agreed to recommend that the board approve the proposed budget, subject to the changes highlighted above being made.

Financial Procedures

The committee was reminded that the draft finance procedures have been created to accompany the newly revised Finance Policy, which is going to the next board meeting for discussion and approval following ARC consideration and community consultation. The procedures are fairly concise and were felt to be an excellent start, but should be considered a work in progress as there are a few more elements to be included. Greyham proposed that Davina cross reference the procedures with the CC8 checklist to ensure they are as comprehensive as possible; and to find out if our auditors would be prepared to look at them without additional charges.

It was agreed that revised procedures would be reviewed by ARC at the June ARC meeting, which will be attended by Sandy and Rich from the staff team.

GDPR update

The internal working group of Davina, Lucy, Daria and Katie have met and have reviewed the data we hold, permissions, consent and other issues, with key staff having now received training (except Katie’s which has been delayed until May). Lucy is most concerned about former donors as we would need to have a strong case for holding onto this data. Davina and Lucy are aiming to have agreed plans in place for Sandy to implement, as both will be on leave in May.

Lucy led a discussion on GDPR at the recent EDs meeting and all chapters seem to be at a different stage of dealing with this - however very few actually have a large body of donors as most are almost entirely funded by the Foundation.

There is a question about the extent to which GDPR affects the Foundation, which is based outside the EU but raises money and collects data from donors within those countries.

Davina noted that we are currently undergoing a server migration and will be using European based servers. Carol mentioned that the new Sage update is on the cloud, but Davina responded that our information is held locally.

Alastair shared some of the issues and questions CIPR has encountered whilst working through this. He may be able to share CIPR’s plans and policies around GDPR with Lucy and Davina to help inform our approach.

Major Risk Register

Carol reminded the committee that we are only looking at major risks as we did a thorough review of the full risk register at the last meeting.

F4. Fundraising - Lucy has reduced this risk given the likelihood of a fundraising deficit leading to a significant reduction in our programmes.

E1. Media/public perception - Alastair commented that whilst we have encountered these crises before, the actual damage to public profile has had no discernible impact. Lucy pointed out that this may be because those reading negative media about Wikipedia don’t tend to be our donors; but they will certainly be users and so there is potentially a wider impact that we are unaware of.

O3 - This risk is high as whilst we do have skilled volunteers, we don’t have a great geographic spread. It was agreed that the impact of this could be downgraded from 4 to 3.

Greyham advised it was appropriate to bring three ‘red’ risks to the board.

Greyham and Carol clarified for Lucy that the risks in the statutory accounts would be the current risks at the time of the report being signed off, in June.

Update on ARC Chair/Treasurer Recruitment

Greyham and Carol will both be stepping down over the next year and it has been agreed that these two roles will be combined. There was a discussion of the various options in terms of recruitment and it was agreed that the Level 2 option offered by TPP Recruitment appeared to represent the best value. This costs £4000 (with half to be paid upon securing their services and half upon a successful appointment), and includes around £3900 in advertising, a search of TPP’s network and initial assessment/shortlisting of candidates.

Membership and AGM update

GovCom has tasked Lucy with exploring options for online voting at the AGM, however there was a discussion at ARC about the legal basis of this and also quoracy issues.

Lucy has made a proposal to the Natural History Museum for a partnership event around the AGM with a request to use the space pro bono which is currently being considered. We are also looking for a keynote speaker that appeals to an audience wider than the Wikimedia volunteer community; however to an extent this will depend on the venue.

Engagement of Kingston Smith as Auditors

It was agreed that the letter of engagement could be signed at the board meeting, assuming KS reassured Kingston Smith that this was a standard letter of engagement for audit services. This will need to be added to the agenda as a consent item.

There was a discussion about when we needed to go out to tender for new auditors. It was pointed out that whilst KS has done two Independent Examinations, this is the first year of their doing our audit. It was agreed that as long as we continued to be satisfied with the service we would look at re-tendering after a further two years.

Lucy asked whether Greyham and KS had reached an agreement about the adoption of section 1A and Greyham responded that he didn’t think it will be an issue for the auditors signing off. LCR and DJ will not be present to mediate this.


Davina shared that she has recently spotted a mistake in the cash flow statement in last year’s signed accounts. KS and Greyham know about it and consider it a minor issue.

A request for a £4000 capital budget for computers was approved.

Date of next meeting

2.30 - 4.30pm on Wednesday 6th June 2018