ARC minutes 2018-06-06

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Housekeeping

Present

Members: Carol Campbell, Greyham Dawes, Jordan Landes, Susan Williams In attendance: Sandy Balfour, Rich Matthews, Katie Crampton (minuting)

Apologies

Alastair McCapra, Kate West, Megan Griffith Gray (phoned in for end of meeting)

Minutes of previous meeting

The minutes of the previous meeting were agreed to be accurate.

Matters arising

The Finance Procedures document was set to be reviewed in this ARC meeting, but it will be rolled back to the December meeting. Rich has reviewed the financial procedures and there are some gaps in staff procedures. Greyham recommended asking for the auditors to review the procedures if it comes within the audit fee.

Review and approval of QFMR Q1

None of the committee had any unresolved questions on the QMFR. Susan requested that she receive the QFMR in a spreadsheet so as to see the formulas.

Summary: We ended quarter one with a surplus of £16.5k, which is ahead of the budget of £10.5k. The £6k variance is due to some budgeted activities for Q1 not yet happening, and because some staff began after the budgeted date. There's has been a small drop in donations. Carol noted that the board should accept there will be some fall off in institutional fundraising during Lucy's leave. There will be a governance overspend for the recruitment of new ARC Chair and Treasurer; the agreed fee is per person recruited. The committee believed this to be value for money, in view of the high caliber of recruits, and the cost of the previous unsuccessful recruitment processes.

Strategic Report with Supplementary Material

The statutory form of Strategic Report for distribution to company members has been drafted by Sandy following a briefing from Greyham. Greyham advised the Meeting that this is an innovative approach to simpler statutory annual financial reporting now that statutory summarised accounts are no longer possible, that it is a statutory option (Sections 414A to D of the Companies Act 2006) and is an example of best practice for small charities with a membership. It replaces the non-statutory “Annual Review” that was distributed to members in previous years. The report presents the achievements of Wikimedia UK from the past year’s Annual Report, and cross references them to the audited Annual Accounts which the board receives and approves. He advised that Kingston Smith must therefore see the Strategic Report, but that it's not for them to edit or report on. Carol noted that the design is not sympathetic for people with visual impairments and requested a “black on white” version to be available online, with a note on the printed version for where to find it [ACTION SB]. The committee thanked the staff team for the report, and recommended it to the board.

Annual Report and Financial Statements

The draft of the Annual Report and Financial Statements had been circulated to all ARC members. Rich had a later version which included notes from Kingston Smith and some of the edits Susan suggested. Kingston Smith advised simplifying the operating leases to two areas; one for property lease and one for equipment. This was agreed.

Kingston Smith also want us to remove the disclosure on part 15 of the balance sheet referring to our adoption of section 1A in the Reporting Standard 102. Greyham had no prior notice of this and he disagreed and advised that as a “small company” we have a statutory right to adopt section 1A in our reporting and to make this clear either on the face of the balance sheet or within the Accounting Policies. [ACTION: GD to discuss and resolve with KS]

ARC agreed to recommend the report to the Board for approval.

Post Audit management report from Kingston Smith

Carol expressed concern about the pensions in section 3. Historically there was an issue with updating the payroll for pensions after staff left employment. This has now been rectified and Wikimedia UK have been reimbursed for overpayments. It was noted for the “Management Response” box in Section 3 that a formal procedure to address end of employment administration would be included in the forthcoming review of Financial Procedures.

Bank payments signing and authorisation limits

Bank sign-off limits for staff

The sign-off limit for payments out of the Unity Trust Bank accounts is currently shown online as £1Ok for all senior staff, which Greyham thought is not what was intended by the board’s policy of at least one director signing above £2k and two directors above £10k. ARC was therefore asked to limit the staff sign-off to £2k for everyone except the Chief Executive, ie, Lucy and Sandy, whose sign off would remain at £10k. This was agreed as necessary to ensure that the staff signing powers are in accordance with the board's policy. [Action: GD to update. CC to include in her report to the board.]

Signatory changes

Greyham would like to be released from his duties as “account administrator” for our Unity Trust Bank accounts. Doug Taylor, Josie Fraser, and Michael Maggs are the only other directors who are named signatories on Unity. It was agreed to ask Michael to be account administrator during the transition. [Action: CC to ask Michael. CC will include change of bank signatories in her report to the board.]

Limit-changes for the credit cards

It was noted that the current credit card limits caused unnecessary delay in doing the organisation's work. It was agreed to increase the collective limit for all cards to £8k, split between them in the ratio: CE £3,000; Board Chair £2,000 and Head of Programmes and Evaluation £2,000, Finance Director £1,000. [Action: RM/ GD to implement, this needs authorisation from the board. CC to include in her report next week.]

Recruitment to the Board

Carol reported that she, Josie and Sandy interviewed 5 candidates for the roles of Chair and Treasurer of ARC. We originally thought this would be a combined role, but after receiving a number of strong candidates we've appointed Jane Carlin as ARC Chair and Marnie Woodward as Treasurer - in waiting, in both cases. Jane is a CEO with an accountancy and charity background, and Marnie has a finance and charity background. We used TPP recruitment to find candidates. We spent more than we expected to as we hired two people rather than one. It was noted that the total cost was nevertheless considerably lower than the next best quote. There would be a formal induction process and biographies and declarations of any conflicts of interests would be uploaded once the appointments were official. [Action: SB to implement. SB to make appropriate filings at Companies House and the Charity Commission.]

GDPR

GDPR came into effect on the 25th of May 2018. Sandy had revised and published the Data Protection Policy, and we wrote to roughly 8,500 donors and members to advise them of the change. He noted two points:

1. The policy stipulates that, unless there are reasons to do otherwise, we will keep personal data for 3 years following the most recent contact with that person and

2. That we are currently installing a CIVI module I upgrade which allowed for better and GDPR compliant data processing.

ARC discussed the three year limit and wondered whether 6 years might not be better. Sandy noted the exception in 1 above. It was agreed that the 3 year timeline should be left in place and reviewed after one year. [Action: Finance Director I CEO to review in May 2019]

We drew a report of 8,132 records from our database for donors from the last six years. 533 of these emails were invalid and will be removed from Civi. 233 people unsubscribed from the list. 15 people have requested to know what data we hold on them. 1 person asked for their personal information to be removed. For the 15 that requested copies of their data we should check with our lawyers - Stone King – on what basis we're legally allowed (as well as obliged) to share personal data on request from someone purporting to be that person, and try to verify the authenticity of such requests through a postcode match.

[Action: SB; note in subsequent correspondence it was noted that our policy already says we may ask for proof of identity / address before sharing data]

[Action: SB - GDPR to be assessed and placed on the risk register and to go into the procedures.]

[Action: SB/ RM/ DJ I KC Civi clean up to commence and GDPR progress report to be made to next ARC]

Major Risks register

Sandy has reviewed major risks listed at the last ARC Meeting and believed they were broadly accurate.

AOB

Greyham reminded the meeting that the 2018 annual return to the Charity Commission needs to be filed online before the end of November, and that it should be compared with the filed 2017 return, as new questions are now included. [Action: SB] Carol thanked the committee and staff for their contribution.

Date of next meeting

6th September 2018.