ARC minutes 2019-03-07
ARC Minutes 3pm 7th March 2019
Jane Carlin (in Chair), Marnie Woodward, Susan Williams. Staff: Lucy Crompton-Reid, Davina Johnson, Katie Crampton (minuting).
Declarations of interest
Approval of previous minutes
KC to edit action on a technology committee to assign responsibility to LCR. DAJ has removed the grant KPIs from the print range of the spreadsheet as requested. KC to remove ‘and expenditure’ under QFMR review. KC to add actions from JC’s email and MW’s.
The ICO have closed our case for the potential data breach and are recommending no follow up action other than the remedial measures that we have already put in place. ARC notes the recent update. They do not recommend any further action be taken, but suggest that this is discussed at the next board meeting for full board agreement. Action for LCR to put on board agenda.
MW suggested there could be more time between ARC and board to allow any changes required to papers to be made in good time. Action for LCR to discuss board dates with Josie.
JC requested earlier access to board minutes, and LCR explained the various issues with getting the last two sets of minutes on the wiki in a timely manner. She proposed that from now on we circulate draft minutes to the board before they go on the wiki.
Review of draft QFMR for Q4/year end
There was an upsurge in donations in Q4 with £7,000 above the projected amount in fundraising, excluding gifts in kind. The major donations received were all from repeat givers, and we can claim Gift Aid from all individual major donors.
We didn’t spend the projected amount in external relations as the design and print project has run into the new financial year. There is an overspend in staff costs compared to the year end projection, but these are underspent overall compared to the original budget.
There was a discussion about the level of information the board receives about projects that Wikimedia UK is funding or supporting, such as the recent Banner Repeater and Mentor Mon grants. LCR explained that these were both within budget, but that we can look at ways of ensuring advance notice of likely spends of this nature.
There was a brief discussion of the draft statutory accounts, although these were not on the agenda. DAJ provided clarification on when we recognise funding; explaining that if we’re contracted to give a partner organisation funding we recognise it at the time it’s paid, whereas gifts in kind we recognise throughout the partnership.
Revised budget for 2019/20
There was a discussion of the revised budget for the new financial year, during which the following points were raised.
LCR confirmed that the FDC grant for 2019/20 is the same as the previous year and not subject to inflation. She explained the context for this, including the fact that we were awarded the full amount we’d applied for in 2018/19 for the first time, and the FDC process is currently on hold and therefore only standstill funding was available.
LCR confirmed that we haev previously had a fundraising target of £40k which has never been met, and that she has now split this into a core funding target and projects funding, which represents discretionary spend on the expenditure side (which is why the expenditure budget for programmes has also been split between core activity and projects).
MW wanted to know if there is any significant expenditure - such as grants to partner organisations - which has already committed. LCR confirmed that there isn’t any committed programmes expenditure at this point.
The Governance budget is significantly lower than the actual spend in 2018/19 as there is no planned recruitment spend, and the costs associated with Wikimania will be much lower this year.
There was a more lengthy discussion of IT and Telephony costs, which are one budget line. DAJ explained that there is (as with other budget lines) a more detailed breakdown available for this. LCR clarified that the budget covers our IT contractors and a new SLA with Veda for CiviCRM support, but that website development is in the external relations budget. The programmes budget can also be used for technological spend, if this is for tools and applications that support our strategic aims and programme delivery. JC asked if all the budget lines relating to technology could be presented to the board, given this is currently an area of concern. She also asked for confirmation that the contracts we have with the freelance IT contractors have been checked by a lawyer. Action for DAJ to check the contracts with MM in the first instance. LCR confirmed that we do have solicitors and DAJ added that these are listed on the front of our annual accounts.
MW would like commentary on the budget to be separate from the overall financial commentary. Action for skeleton budget pack to be created by JC. KC to send template Wikimedia UK powerpoint presentation to JC.
A breakdown of the cashflow was requested. Action: For DAJ to take forward.
LCR has drafted a document for the board requesting their approval for:
- The continuation of the current Scheme of Delegation
- The reinstatement of online banking limits of £10,000 for Davina and Daria by the online banking administrator.
- That Marnie Woodward be appointed online banking administrator in line with the Finance Policy, replacing Michael Maggs who was appointed to the task during the changeover of Treasurers.
MW had done a separate but related exercise, looking at consistency of information across various documents including the Scheme of Delegation, Matters Reserved for the Board (on wiki only) and the Finance Policy. After some discussion of both of these documents, and of the inaccuracies highlighted by MW’s examination of these different documents, it was agreed that the following changes should be recommended to the board:
Clarify the authority level for ARC to authorise budgeted expenditure in the Scheme of Delegation, changing the relevant bullet point from ‘over £10,000’ to ‘between £10,000 and £20,000’.
Create an appendix to the Finance Policy - available on the office wiki only - which lists various financial limits and authorities including:
- Online banking limits
- Procedures for cheque/other withdrawal methods
- Season ticket authorisation limits
Actions: Documents to be updated and amended by DAJ/LCR/KC as relevant, and the new appendix created in time for the June board meeting.
MW proposed that in future, cost of living increases should be a specific confidential proposal from the CEO for review by ARC, and approval by the Board, with supporting information. Action: LCR to draft a remuneration policy (to include pensions).
It was also agreed that all reference to specific figures should be removed from the Matters Reserved document. Action: For KC to amend on wiki.
LCR explained that until now, the board received the Major Risks Register at every board meeting, and a more thorough review of the full Register took place at every third ARC meeting. However JC has proposed that the full register go to the board from now on.
MW requested a header be added to every page of register. It was agreed that the numbering system could be changes. Due dates were requested on higher risk items.
Action for LCR to make these changes.
Action for KC to send induction pack to JC and MW.
Some minor changes were identified and agreed as follows:
SG4 - The Chair and board decide metrics which is why the lead is JF
SG7 - decreased because LCR put in place regular communications
E4 - actions to be moved to controls. No staff are vulnerable.
L1 - LCR explained it wouldn’t cause significant damage
L3 - MW and DAJ are discussing the bank policy
JC requested that DAJ produce a short note on pensions for board discussion and approval, as this is a policy change. Action for DAJ to produce pensions paper in time for the March board meeting.
Civi has some bugs which either Veda or our contractors are dealing with. DAJ and LCR have agreed to a maintenance contract with specialist CiviCRM consultancy Veda, however they have also given us a quote for hosting Civi on their servers, which should mean they could fix bugs more easily than with it on Amazon Web Services. DAJ/LCR are considering this, which is unbudgeted but could be worth doing.
Issues with the board wiki are currently being resolved by Tom, and Doug is testing it for us.
LCR and DAJ have had conversations with Michael and Doug regarding the organisation’s approach to technology. LCR is still exploring the possibility of setting up a technology committee and will be adding this to the board meeting as an agenda item.
The plan has been reviewed. DAJ is budgeting for a temp to come in to support record cleaning. Add to board as a ‘to note’ item.
DAJ circulated the draft audit timeline to MW and JC. Action for any feedback on the audit timeline to be sent to DAJ by email.
Date of the next meeting
6th June 2019 (start time to be reviewed and agreed by the Chair).