ARC minutes 2020-03-10

These minutes are in draft. They have not yet been formally approved, and they may not accurately reflect the discussions and decisions from the meeting.

ARC Minutes 10th March 2020, 2-4pm, Wikimedia UK office

Present

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

Apologies

Susan Williams

JC thanked everyone’s flexibility in terms of having to change the date, and thanked Davina and Lucy for the papers.

Declarations of interest

None.

Minutes of the last meeting

MW asked about Kiwix. LCR copied everyone into the Kiwix emails prior to the meeting and gave a brief outline as a reminder.

APG stands for Annual Planning Grant.

JC asked whether we keep our staff redundancy costs private, LCR answered no they are public as the figure will need to be included in the statutory accounts.

LCR gave a brief update on the recruitment of the new Head of External Relations post.

COVID-19

The senior management team has met to discuss coronavirus, followed by an all staff meeting where the team was briefed on our current response. We will be following government advice as well as advice specific to charities, although as an organisation we aren’t in contact with vulnerable beneficiaries.

We have updated everyone’s contact details and have ensured that everyone can work from home if they need to. Anyone who is self-isolating but otherwise well will be expected to work from home, but anyone unwell will obviously not work and be paid according to our sickness policy (of up to 16 weeks full pay).

We have also agreed that staff who need to take time off work for caring responsibilities as a result of school closures (for example) will continue to be paid as usual. At the time of the ARC meeting we have not banned travel, except to affected areas.

WMUK is not currently cancelling any events ourselves, but are taking leads from our partners, many of which are large educational and cultural institutions. We have asked staff to inform us if they are displaying any symptoms at the earliest possible opportunity. If someone in the Europoint building is affected we will work from home until a deep clean has happened, and an isolation period has been observed by everyone.

Wikimania is in Bangkok and still five months away in August - but we are certainly not booking flights yet. We will probably lose money on flights booked for the Berlin summit.

Action: JC asked DAJ and LCR to make sure people are taking their laptops home at the end of each day rather than locking them up in the office.

Chair of the Wikimedia UK board

JF had initially been planning to stay on until the end of her term July 2021, however her new role at the National Lottery Heritage Fund means she feels she cannot commit enough time to the role of Chair, and there is increasingly the potential for conflicts of interest as Josie’s work is now so closely related to Wikimedia UK and our partners.

Nick Poole has agreed to become the new Chair if the rest of the board is in agreement. JC and MW both strongly welcomed and supported this news. NP has been a trustee since July 2015 and has to step down from the WMUK board in July 2021, which is when his maximum term of six years will end.

Action: LCR will contact all board members, who will of course be welcome to stand themselves or suggest candidates for an alternative Chair.

QFMR

Commentary

The commentary was written in relation to the reforecast undertaken in Q3, not the original budget. MW noted that the fact the year end figures were so close to the projections shows a robust re-forecasting model, but also wanted a comparison to the original budget included in the commentary. There was some discussion about this as JC and staff felt this would be confusing and unnecessary, but it was agreed that LCR would add a reference to the significant variance in project funding (in both income and expenditure) against the budget.

Action: LCR to include increase in staff costs - as agreed as part of the strategic review - in the commentary. Again, this variance relates to the original budget rather than the reforecast figures. There was a suggestion from MW to separate staff costs into a separate paragraph.

MW noted gifts in kind are higher than the budget and that MenterMon and Coventry are new gifts in kind. She also asked whether it was felt that all board members understand the nature of gifts in kind. It was agreed that as MW would be presenting the year end figures at the board meeting, it was an ideal point for a reminder about what these are and why they need to be included in our statutory accounts.

Action: Add more detail in commentary on Gifts in Kind for the board meeting.

It was noted that the commentary references the development of a new fundraising and income strategy, and that this will be on the board agenda.

The actual spend of the strategic review will be included in other staff costs as it’s not an overhead.

Budget

The draft budget presented at the last board meeting had a deficit of £10k, however the updated 20/21 budget for approval at this meeting shows a break even position after some adjustments to IT, governance and staff costs.

LCR updated the committee on the current status of the Arcadia project, and confirmed that this is still being included in budgeted income and expenditure. We are expecting to know the outcome of the grant panel meeting in April, after which we would work with Arcadia on a more detailed budget and plan as part of the grant agreement.  

LCR also gave an update on the Wikimedia Foundation, noting that our grant officer has moved to a different department within the Foundation. The Wikimedia Summit in Berlin has been cancelled, with conversations happening online instead. It would have been a crucial meeting and WMUK will still be present in the online meetings.

There was a discussion about whether or not to include additional commentary on the budget, which led to a more strategic discussion about the different roles played by ARC and the full board in scrutinising the organisation’s finances and managing risk. It was agreed that some commentary would be provided but only highlighting significant costs, substantial changes since the last budget, and income that is ‘at risk’. JC said that the emphasis should be on sharing momentum around the fundraising strategy and demonstrating ambition and plans for growth.

Cashflow for 2021

The cashflow has been reconciled. MW is more concerned with bank balances than she was three months ago because of the potential of a global recession. DAJ noted that changing our bank accounts will not earn us any significant interest, and flagged the issue of ethics to consider when choosing a bank. Action: DAJ and MW to discuss a new account with Lloyds and note at the board meeting that we’re looking into it.

Reserves Policy

ARC were broadly happy with the draft reserves policy, however there wasn’t sufficient time at the meeting to explore any questions or additional comments in depth.

AOB

Action: LCR and JC to agree how to follow up missed agenda items.

Date of next meeting

Thursday 4th June 2020.