ARC minutes 2021-03-04
ARC Minutes, 4th March 2021, 5-7pm, online
Introductions and apologies
Attending: Jane Carlin, Marnie Woodward, Adrian Beidas (observing). Staff: Lucy Crompton-Reid, Davina Johnson, Natasha Iles, Katie Crampton (minutes).
Apologies: Susan Williams.
Minutes of the last meeting
Declaration of interest
The action for LCR to draft an application pack for new ARC committee members and arrange advertising for early in the new year is on hold.
LCR and JC will consider whether to bring the risk register discussion to the September away day.
QFMR Q4/Year End 2020-21
The result for Q4 to 31st January 2021 is a surplus of £52.1k, which is £30.3k more than the reforecast surplus for the period of £21.8k. This is a result of significantly higher than forecast income from individual donors, and major donors (gifts of £1000 or over). Expenditure variances are all well below reporting limits. On top of that our small donations – e.g. CAF Giving, Benevity, PayPal – were much higher than we expected.
All our reserves are in cash, and we have substantial deferred income from the Foundation. For the first time we have a restricted reserve, as we received a restricted grant from the Foundation for fundraising costs. There was a £1k donation for Train the trainer costs from an individual donor, who has pledged a further £4k in funding towards this in April.
JC asked why there may have been an increase in funding in December and January. LCR explained that December was generally a very good month for our fundraising, but that we believed the increased donations in January were connected with our 20th birthday activities. NI added that this was discussed at the Development Advisory Board meeting.
Cashflow projection for 2021-22
DAJ noted that we are not anticipating any cash flow issues - indeed, she emphasised that our aim was to minimise risk, as we have a lot of cash in our existing bank accounts, particularly Unity (the main account).
LCR presented a paper on the reserves target for the year, which is based on the policy and methodology agreed by the board in December. She also talked through her proposal for the creation of a designated fund of £20,000, which would enable us to support work that might not otherwise be funded at a point when Wikimedia UK has a high level of unrestricted reserves and many partners and potential partners have been hit hard by the pandemic. She noted that as this would be out of budget, any expenditure would need to be approved by ARC or the full board, following the scheme of delegation.
JC asked what conceptually it would be spent on, or would it be by merit application. LCR answered that it would be by merit, but we do have an idea of some potential projects to support. For example, the Wikimedian in Residence delivering the schools programme in Wales has been furloughed and is at risk of redundancy. So the money would be ring-fenced rather than allocated at this stage, but there are already clear areas where the money could be spent. JC asked what would be the set of funding measures and approval. LCR responded that we would need selection criteria for this - for example, the work would have to meet our existing selection criteria for partnerships and projects but with some additional criteria. MW noted that the organisation has supported Wikimedians in Residence in the past, so it sounds similar. MW highlighted that we are waiting on a grant application, so we don’t know what the final budget for the year looks like, but thought that the designated fund sounds like a great idea. Equity Diversity and Inclusion (EDI) will be coming out of this fund, JC asked why we haven’t included equity, diversity and inclusion work in the main budget rather than possibly coming from this fund? LCR answered that she hopes we will be able to if we get the NLHF funding (which includes some money coming into core), but otherwise it wouldn’t be possible as our budget lines are so tight. JC agreed that the designated fund is a good idea, with some caveats as discussed above.
Request to increase DAJ’s online authorisation limit on Unity to £13,000, unanimously approved.
Request to add Davina as a signatory to all bank accounts. ARC asked what the limit is. Action: DAJ needs to find out what the limits are on all the banks. We’re hoping that by being a signatory, the banks will allow DAJ to do the basic administration that needs to be done with the banks without the help of a trustee signatory. The enquiries need to be made, ARC approved subject to those limits being possible.
Audit: Oral update and documentation from PKF
The audit is due to start on the 14th March. We’ve received letters from the auditors, and JC asked whether there is anything ARC or the board are supposed to do? DAJ answered that we need someone to sign on behalf of the board. Action: add auditors letter as consent items on the board agenda.
AGM planning, which will be covered at the board meeting. Two quite significant trustees are coming to the end of their term.
GovCom discussed Chair succession planning and wider recruitment to the board. One of the key headlines will be that we’ll be proactively recruiting for two new trustees from the community. Rod Ward has indicated his willingness to stand again. GovCom thought that explicitly targeting a younger member of the community could be interesting.
GovCom reviewed the revised Trustee Code of Conduct. The key point of contention was embedding the Universal Code of Conduct (UCoC), which encompasses on-Wiki behaviour. GovCom also discussed officer level roles on the board, noting that we have separate Chair and Treasurer roles and the benefits and risks of that.
The risk of Wikimedia UK becoming obsolete as other partners expand into the UK, for example more competition for funding and partners. It is a reality that there are other partners expanding into the UK, such as Wikimedia Education Foundation and Whose Knowledge?.
Damage to public profile as a result of the Wikimedians is a consistently high risk, in part because it is to a large extent out of our control.
In the wake of Brexit we’re seeing the removal of whole archives, as the orphan works exception to the EU copyright claim is unclear. Britain has its own orphan works exception but institutions are unclear on it. We should be thinking about what to ask in the wake of the copyright review. LCR is working with the Chief Executive of the Open Rights group to bring together open organisations affected by or working in copyright.
A new risk has been added to the register: A new legislative framework for online publishing impacts on Wikimedia, either at an international level (for example through retaliatory blackout actions by big media platforms) or at a national level, with the creation of UK-specific regulations relating to online harms. Came about partly as an email conversation with RW and NP, and the issues in Australia with Facebook blocking news content. It’s currently a low risk but worth keeping an eye on.
Impact of Covid-19, economic recession and/or Brexit on partner institutions leads to reduction in programme delivery. This risk was increased as the voluntary sector is always behind the business sector in terms of peaks and troughs of the economy, we’re starting to see that, the reason it’s such a high risk is because it’s happening now.
The risk of impact of Covid-19, economic recession and/or Brexit on our own ability to raise funds leads to reduction in programme delivery, was moved down to reflect the reality that we’re seeing.
The risk of reduction in our Annual Plan Grant due to changing strategic priorities of the Foundation or decreased revenue was increased. LCR recently organised a meeting with other Executive Directors and the director of community resources at WMF, who gave a presentation on the new grants strategy. There will no longer be APGs, and there will be a maximum grant size. As the organisation receiving perhaps the largest grant from WMF, this is a risk for WMUK. We are doing what we can in consolidating our relationship with them and diversifying our income streams.
The risk of inability to meet major gifts/grants target leads to a reduction in programme activity and/or the need to make in year staffing cuts has decreased in risk, we may see an end to the gift in kind from the National Library of Wales, which would significantly affect our metrics, but outside of this partnership our programmes are in good stead.
The risk register and reserves policy has mitigated the risk of the banks failing.
AB wondered about the risk of a Wikimedian in Residence doing something that brings WMUK into disrepute. LCR responded that she felt this was very unlikely given our extensive training, induction and ongoing support, but that it was effectively covered by one of the existing risks. Perhaps a bigger risk - although not explicitly mentioned in the register - is that of an individual editor pitching themselves as a WiR, outside of WMUK programmes.
This was a brief point of discussion at the last ARC, which MW followed up by email with some further questions to DAJ and LCR. LCR clarified that we are a registered charity and a company limited by guarantee, with the latter conferring some protection for trustees (as well as other members) as contractual agreements are with the company, not the directors/trustees. We also have directors liability insurance. Whilst LCR believed this to be essentially the same as trustee indemnity insurance, at MW’s request she looked into this further, asking Rosie Chapman for advice. Rosie then informally consulted her brother, a charity lawyer. He confirmed that the two products are essentially the same, and that in both cases the insurance is protecting the organisation’s decision makers (Directors/Trustees) against certain events, providing they have acted in good faith. He noted that the reason why there is a separate product called trustee liability insurance is to reflect the fact that some charities are not companies (e.g. they are trusts or unincorporated organisations or royal charter bodies) and because, more pragmatically, some insurance companies specialise in charities.
However, Rosie’s brother did add that directors indemnity insurance often contains a US/Canada exclusion or other territorial limit on what areas the insurance will cover (i.e. it is often UK specific). Rosie talked about the grant that Wikimedia Foundation provides to WMUK and whether there was any likelihood of the Foundation accusing WMUK of misspending the funds. Her brother said that if there was a possibility (albeit remote) of that happening we might need to ensure that any territorial limits in the insurance did not preclude WMUK directors from being protected from a claim made by the Foundation. Rosie got the feeling that we could ask our insurance broker to ensure the insurance’s scope included potential actions from the US. Action: DAJ to look into this.
Rosie’s brother also said that in practice the biggest risk for WMUK type charities at the moment is cyber risk and having cyber cover in place, as he’s had a few clients being hacked for ransomware. LCR confirmed that we have cyber cover as part of our insurance policy (although of course we would not be liable for any attack on Wikipedia or the other Foundation-run sites).
For further information, trustees may wish to review the trustee liability guide.
Date of the next meeting
Thursday, 3rd June. Agreed 5-7pm is a good time.