ARC minutes 2019-12-05

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ARC Minutes, 3-5pm 5th December 2019



Board: Jane Carlin (Chair), Marnie Woodward, Susan Williams. Staff: Lucy Crompton-Reid, Davina Johnson, Katie Crampton (minuting).



Declaration of interests

No conflicts of interest, however Susan reported that she has changed jobs and now works for the BBC.

Approval of previous minutes

On page two under ‘balance sheet’, specify that it’s an instant access business savings account.

The minutes of the last meeting were approved.

Update on actions arising at last meeting

LCR discussed the request from Kiwix with the board, who noted the strategic alignment but raised some practical questions, particularly about the risk that Wikimedia UK could be taking on. LCR went back to Kiwix with these questions and is still waiting on a draft agreement from their lawyers.

Need to add ‘MW to replace MM as credit card administrator’ to action list. This is currently in progress.

Action: Add detail to the budget commentary for which gifts in kind end this year, and which start next year. Action: Commentary to be in the same order as the QFMR and include the amounts where it doesn’t already do so.


  • Draft QFMR for Q3 2019-20 including Year End forecast

DAJ reported that Wikimedia UK is in a healthy position ahead of budget for quarter 3. For the quarter 4 budget forecast, we’re slightly ahead of breaking even for a number of reasons. Our bank balance is strong at £313k at Q3 because the APG second trance had been received in September. LCR reported that we have already achieved our major donor target for the year as several donations had been received since the end of Q3. She noted that most of our major donors are repeat donors.

The insurance receipt was for DC’s laptop replacement after it was stolen.

MW expressed concern over the potential for restricted income being clearly represented in the surplus and deficit. This applies to future years as we don’t currently have any restricted balance to be brought forward. LCR explained this would be clearly highlighted within the commentary.

  • Draft budget for 2020-21

LCR shared that we had just heard from the Foundation that our grant proposal for next year has been successful and we have been granted the full amount.

LCR did not include the extra proposal to the Foundation for a grant to increase our fundraising capacity. However, the budget does include the Arcadia funding coming through as LCR has strong reason to believe that it will.  If it doesn’t some rethinking will be needed as it would add £17k to the planned deficit. JC expressed concerns over not seeing where we could pull this from. MW requested more detail on the risk of this in the commentary, including the amount the deficit will be affected by. LCR explained that this type of budgeting and contingency is very normal in a charity of our size. Action: the scope of the risk to our reserves and the organisation needs to be included in the commentary. JC expressed concern that nothing has been adjusted to reflect not receiving the £17k. MW agreed that the only area we would be able to take it from is the staff costs, which is concerning. LCR said there were other underspends this year, and every year, and that she didn’t think in year staff cuts would be necessary, particularly given the level of our current reserves.  

It was agreed that some charts showing our expected growth over the next few years would be very helpful. This will of course need regular review and adjustment. It was agreed that we may need to weather draws on our reserves over the next few years but that the board would need to see how we could come out of that.

Action: LCR to create draft growth plan/projected income and expenditure figures over next three years.

Expenditure - LCR highlighted additional costs. In response to MW’s question she confirmed that redundancy cost is coming out of the 2019 budget. A 2% increase in staff costs has been budgeted.

We’re hoping to advertise the role of Head of External Relations role next week with interviews to be held in January. If the person appointed is on a long notice period this means there could be a gap of several months, which we will manage internally. LCR noted that KC’s role is changing and will include communications support.

JC asked why the fundraising budget is very similar to last year and Lucy pointed out that the direct costs are associated with payment processing rather than staff resource. She also noted that at the point of the strategic review, the board felt that the bigger issue was communications, which is why we’re recruiting a Head of External Relations rather than a fundraiser.

A number of highly experienced fundraisers have agreed to join the development advisory board, however we have struggled to pin down a date, so are now looking at the first meeting taking place in January or February.

ARC discussed what parts of the QFMR to present to the board. JC and MW suggested the summary, income, IT costs, and partnerships funding (gifts in kind). There would also need to be some sort of growth plan beyond next year to show how costs and therefore fundraising targets were rising.

  • Cashflow projection for 2020-21

DAJ spoke to the cashflow projection and reassured ARC that it looked unlikely we would need to transfer money between our accounts within the current year.  

MW noted that it looked as though the cash balance has gone down by £30k. Action: DAJ to review. LCR suggested that it looks like Arcadia hasn’t been included in the cashflow which would account for the shortfall.

Draft Reserves Policy

DAJ talked through the paper that she has drafted and ARC discussed some of the principles included as well as some of the actual figures.

MW questioned the ‘time lag’ - i.e. how much time would it take between one of these risks materialising and being able to put a plan to reduce our operations into action? DAJ to consider this when reviewing the figures.

SW pointed out that she assumed some notice would be given by the Foundation before cutting our grant, and would likely be done in stages rather than all at once. LCR agreed with this assessment.

The committee noted the excellent work that has happened on this so far and requested that a draft policy be presented to the next meeting. Action: DAJ to check redundancy figures, and to look at the time lag including notice periods, lease notice etc, and present a draft policy in March.  

Fees for 2019/2020 audit

We were sent a draft letter by Moore Kingston Smith, but could only issue a draft prior to the audit planning meeting scheduled for 9th January 2020. ARC agreed to carry this forward.

Proposal to increase online authorisation limits for the CEO

No one from the board came forward to be an authoriser on the bank, although Sangeet has subsequently said that she may be able to do this. It has been suggested by Marnie that LCR’s authority should instead be increased to £15k so she can authorise the rent payments on a quarterly basis, along with another trustee.

Other members of the committee agreed this and will recommend to the board that LCR’s online authorisation limit be increased to £15,000.  

2020/21 Meeting Dates

The dates for the 2020 meetings have been circulated, action for JC to check them. As previously requested, and agreed by Josie, board meetings are being held slightly later each quarter to create a longer gap between ARC meetings and full board meetings.

Oral Report from GovCom/ARC membership

JF has met with several candidates and will hopefully have met or spoken to three by the time of the board meeting. She would like JC to take the lead on recruiting non-trustee members for ARC. Action: JC and LCR to discuss ARC recruitment. Action: LCR to check with JF whether she has been in touch with MW’s recommendations to say that we won’t be moving forward with them at this time.


DAJ confirmed that accounts and annual returns have been filed at Companies House and the Charity Commission in good time.

Date of next meeting

Thursday 5th March 2020.