ARC minutes 2020-11-10
ARC Meeting, Thursday 10th September 2020 from 3-5pm
Introductions and Apologies
Jane Carlin, Marnie Woodward, Susan Williams. Staff: Lucy Crompton-Reid, Davina Johnson, Katie Crampton (minuting).
Declaration of interests
Approval of previous minutes
The recruitment of new subcommittee members is ultimately the responsibility of those committees, although recommendations would need to be approved by the board. The process for recruiting both board and committee members has been discussed at GovCom, with NP considering how this should work going forward (whilst acknowledging that the current approach has enabled greater diversity).
Update on actions arising at last meeting, including ARC recruitment
LCR gave an update on actions, all of which have been completed with the exception of the point on recruitment.
Review of draft QFMR for Q2 2020-21 and Cashflow
DAJ gave an overview of the commentary, which MW and DAJ had previously gone over together. We’re basing comparisons on the medium sensitivity reforecast budget, and we’re £17k ahead of that. This healthy position has largely been achieved through surplus donations income, although there were also some underspends. KC spoke to the good press that Wikipedia has received and the importance of digitisation in the pandemic as possibly being the reason we’ve fared well through this. DAH also noted that Gift Aid is on course. The result is that we’re very healthy in cash terms, with over £50k in Unity. In Q3, a new column for restricted funds will be required, as the Foundation’s capacity building grant is being treated as restricted.
MW asked whether we were predicting a surplus at the end of the year but LCR commented that it was too early to know this, and that we had forecast for a modest deficit.
LCR shared that one of our regular major donors has pledged to increase his donation significantly this year, and we are hoping to receive that gift (which will be restricted) in December.
Update on Reserves Policy
MW presented her thinking on the issue of our Reserves Policy. JC wasn’t clear why the position had changed since the committee had last discussed the policy, at which point we had agreed as a committee to adopt a risk-based policy, and needed to frame a short policy statement based on this approach. LCR noted that we had also agreed to include an additional amount to represent the likely time lag between understanding there was an issue and making a decision about how to respond. DAJ noted that this didn’t need to be as much as three months’ operating costs, as we watch income tightly on a monthly basis and we would report an issue to the board as soon as we were aware of it. Both LCR and DAJ felt that an additional 4 - 6 weeks would be more appropriate, that this should be added to the risk that would cause the greatest draw on our reserves if it materialised, not the combined cost of more than one risk happening at the same time (given that this seemed very remote).
JC suggested we need to move on with the decision that ARC made to have this policy. SW commented that she was happy with the risk-based approach to reserves already discussed and agreed, and felt that we were being prudent with the amount we were aiming to hold in reserve. JC asked whether we should move ahead with the risks policy as agreed, ARC agreed. Action: DAJ to refine the draft policy, creating a short policy statement accompanying the financial workings themselves. This will be discussed at the next ARC meeting to agree the recommendation to the full board.
LCR talked through the changes that she had made to the Risks Register. She also noted that she thought we should schedule another deep dive into the register during the next six months.
2 - The reason the likelihood shifted upwards is because we know the Wikimedia Education Foundation is working in the UK, and they are looking for money in a limited space. However, LCR had downgraded the likely financial or reputational impact so the overall risk rating was the same.
3 - Changing expectations in terms of delivery/reporting leads to lack of strategic focus. A new grant manager at the Foundation has increased this risk slightly.
5 - Reduced the risk of being inquorate for the AGM because we’ve had two years of being comfortably quorate, and have changed the % from 10 to 5 of membership.
6 - This risk has been decreased because the user group is not as active.
12 - LCR noted that a no-deal Brexit has become more of a possibility since the last meeting, but in the short term is still a low risk to us so has not changed status.
Reopening the office
DAJ wrote the paper for reopening the office and gave an overview. DAJ has been visiting the office, measured up space and how the office functions, researched and came to the conclusion that we’d find it very difficult to have all the staff in the office at the same time. We’d have to do some significant timetabling of when staff are in, and discussion of who wants to come in and how often. JC asked if we’re thinking radically enough about whether we even need an office, obviously we need a communal space, a place for storage and post, but what’s our thinking? DAJ agreed with the reasons for needing an office space, but it is expensive. However our lease runs for another two years, and we would find it very hard to sub-let in the current market. Of the two approaches to whether you return full time to the office and whether it’s revolutionised working, we’re definitely in the latter camp according to LCR. Everyone has reported that they would like much more flexibility in future, post Covid. It’s an active conversation that we’re having. MW asked about in-person board and subcommittee meetings, LCR answered that this would probably be led by the staff’s return to the office, but that she could discuss this at GovCom.
Tendering for new auditors (oral update)
DAJ said we need to have someone in post by the end of the year. We will invite Moore Kingston Smith to re-tender. MW has a list of firms to recommend which DAJ can add to hers. We need to decide how many of them we are going to invite to tender. Action: MW to send list to review. Action: Set up a diary appointment and send out offers to tender.
At the last board we agreed to the opening of the new account. We agreed to remove JF as signatory on account and add NP to all bank mandates. We need an additional trustee on the bank mandates - MW had tentatively asked RW about this, it was agreed that we would find out if he was definitely willing to be added and put the bank mandates as a consent item at the board meeting. Action: LCR to ask RW about going on the bank mandate.
LCR confirmed that the September board and away day will be online, with the board meeting rescheduled for Tuesday 22nd and the away day going ahead as scheduled on Saturday 26th.
Date of the next meeting
3rd December 2020, 4-6pm.