ARC minutes 2018-12-05
ARC Minutes 5th December 2018, 3pm Europoint House
Jane Carlin (in Chair), Marnie Woodward. Staff: Lucy Crompton-Reid, Davina Johnson, Katie Crampton (minutes)
Kate West, Jordan Lang, Susan Williams
Declarations of interest
Approval of Minutes
The minutes of September’s meeting were approved by the committee, subject to some minor amendments.
Action: KC to make minor amendments as agreed prior to the minutes being shared online.
There was a brief discussion regarding the difference between an Annual Review and a Strategic Report, and the decision to produce the latter in 2018.
Actions: KC to send copies of the 2016/17 and 2017/18 documents and highlight key differences. JC and MW to decide which format is required for the 2018/19 financial year by 31st January. KC to ask Richard Matthews why the format of the pie chart in the 2017/18 Strategic Report changed to an American style of presenting figures between the June board meeting (where a draft document was shared) and publication in July. LCR to follow up with CC regarding the action point around a possible technology committee.
Susan to follow up on document retention dates (cf from September meeting)
There is still a considerable amount of work to do on the implementation of new policies and practice concerning the GDPR. As CEO LCR has ultimate responsibility for this work, while DJ is the operational lead. A GDPR update will go onto the March ARC agenda and it was requested that any previously published papers related to GDPR activity be supplied in advance of the March ARC meeting as background reading.
Review and approval of QFMR for Q3
The possibility of adding another comparative column to the balance sheet was discussed, and will be revisited in future.
Phasing of income on the annual budget was also discussed, however it was agreed that this wasn’t necessary for an organisation of Wikimedia UK’s scale.
KC to include page numbers.
LCR confirmed that she undertook a comparison of major donors compared to previous years, and also ensured that Gift Aid was claimed where possible.
MW requested that the figures for Gifts in Kind and direct cash spend under Partnership Programmes should be divided out for clarity. To be implemented for the March report.
There was a discussion about whether the analysis box on the QFMR is needed and it was agreed that this should be removed, but that the committee might review the need for relevant KPIs in future. DAJ will continue to record this information elsewhere in the workbook. KPI’s to be tabled as a discussion item during 2019.
The overspend in IT server costs was questioned and DAJ explained that was because the planned migration to new host servers was delayed by some months, and CiviCRM has indeed not yet been migrated for the technical reasons outlined elsewhere.
Projection for Q4
The Year End Projections have been presented in a new format this year, and the committee suggested some changes to this for clarity.
The high projection for IT spend in Q4 was discussed and it was explained that this included Veda Consultancy’s fees for the upgrade and migration of Civi and the work undertaken by Tom Morton. It was suggested that it may be worth noting in the commentary that this figure does not include any potential contracts we may decide we need; however an amount for this has been budgeted for in 2019/20.
Action: DAJ to make minor changes to format of Year End Projections as agreed.
The budget column needs a title.
LCR to add further narrative details about the year end projection and the draft budget for 2019/20 to the commentary paper.
SG7, the relationship with the Welsh User Group, or other stakeholders: carries a high risk and the potential impact is high. There is both a reputational and a financial risk for this.
MW requested that a lead individual is included as well as a lead group. Also page numbers to be included in register.
L1, data breach: ARC questioned whether this is a future risk, or if insufficient tech support is a separate risk.
JC pointed out that there is a risk to the organisational structure, which is slightly different to the risk listed in O1 in that it’s a key person risk and there could be things not happening in the absence of key staff members. Is this the nature of small companies, or can it be mitigated by external contracts and training for staff to act up.
SG2 is only an amber because the explanation of the financial year, aka it’s unlikely to have significant financial loss in the next two years.
LCR to include an up and down arrows to indicate movement of risks in the next register.
Bank Signing Authorities
MW recommended LCR is also a mandate for CAF as there is currently only two trustees on it. The Finance Policy will need to change to allow this. To be included as a consent item at the board.
The current level the SMT can approve payments of is £2000. Recommendation to board as consent item that this is moved higher so trustees aren’t having to approve salaries every month. The Finance Policy and Scheme of Delegation are tabled for further review at the March ARC meeting
Dates for ARC next year
Currently settled on a Thursday as a suitable day. JC requested there be a mix of times, with some starting at 5pm.
MW highlighted the Gift Aid email she received, LCR and KC to reply.
Date of next meeting
7th March 2019.
|Action||Person responsible||Due by||Status|
|KC to make minor amendments as agreed prior to the minutes being shared online.||Katie||Complete|
|KC to send copies of the 2016/17 and 2017/18 documents and highlight key differences.||Katie||Complete|
|KC to ask Richard Matthews why the format of the pie chart in the 2017/18 Strategic Report changed to an American style of presenting figures.||Katie||Complete|
|LCR to follow up with CC regarding the action point around a possible technology committee.||Lucy||Complete|
|GDPR update to go on the March ARC agenda.||Lucy||Complete|
|KC to include page numbers.||Katie||Complete|
|DAJ to make minor changes to format of Year End Projections as agreed. The budget column needs a title.||Davina||Complete|
|LCR to add further narrative details about the year end projection and the draft budget for 2019/20 to the commentary paper.||Lucy||Complete|
|JC requested that a lead individual is included as well as a lead group.||Lucy||Complete|
|Page numbers to be included in risk register.||Katie||Complete|
|LCR to include an up and down arrows to indicate movement of risks in the next register.||Lucy||Complete|
|LCR CAF mandate to be included as a consent item at the board.||ARC||Complete|
|Recommendation to board as consent item that SMT can approve payment higher than £2000 so trustees aren’t having to approve salaries every month.||ARC||Complete|
|MW highlighted the Gift Aid email she received, LCR and KC to reply.||Lucy/Katie||Complete|
|DAJ to request quote from Veda for ongoing maintenance for CiviCRM.||Davina||Complete|
|List of current IT systems to be prepared and circulated.||Davina||Complete|
|LCR to discuss with board set up of potential technology committee.||Lucy||Complete|
|Gifts in Kind and Direct Cash Spend under Partnerships to be divided out on future QFMR report for clarity.||Davina||Complete|
|SW to prepare resources on document retention.||Susan||April|