ARC minutes 2022-06-07
Meeting held online, Tuesday 7th June from 5-7pm
Housekeeping
Introductions and Apologies
Present: Jane Carlin, Marnie Woodward, Adrian Beidas, Julian Akoyode Manieson, Lucy Crompton-Reid, Davina Johnson, Natasha Iles, Katie Crampton (minuting).
Declaration of interests
None.
Approval of previous minutes
Approved.
Update on actions arising at last meeting
Auditors are not in attendance as the audit is not ready. DAJ to confirm plans for them to attend the board meeting on 24th.
The movement of funds between bank accounts is still outstanding - carry forward.
Cashflow outstanding - carry forward.
LCR noted that the action point around mitigating actions on technical tools is more of an ongoing conversation, but that she has spoken to Daria about this recently to explore what we can do.
We need to arrange a meeting with Monisha, Jane and Lucy to discuss our approach to risk before the September board meeting as this has been deferred for some time. Action for Katie to get in touch with Lisa (Jane’s assistant) about dates.
Cyber insurance update - two step authentication implemented, we now have insurance. Action closed.
It was noted that adding NI to the online bank mandate and setting up a credit card should be added to the Actions list. KC to do so.
Financials
Review of draft Statutory Accounts
DAJ talked to the draft Accounts, completed and circulated on the day of the meeting. She noted a change to the surplus since ARC last reviewed the figures, mainly due to differences on the NLHF restricted fund. The surplus is still very healthy, at £49k. DAJ is not expecting any material changes to the figures at this point, but is still working through what has been a very long list of enquiries from the auditors.
DAJ that we have one ‘Related Party Transaction this year. The auditors are not concerned, it just needs to be disclosed.
There was a discussion about whether the grant of £9000 from the National Lottery Community Fund should be in the SoFA as a restricted fund. DAJ is yet to discuss this with the auditors but it was agreed that we should treat this as restricted and that the funder should be named in our Annual Accounts.
Action for DAJ to send the audit spreadsheet to MW.
There was a question about the difference between income and expenditure in 2021/22 compared to the previous year. These differences are explained by restricted funds that were received in 2020/21 but are being paid down over several years. This should be explained in the financial review section in the narrative.
Review of QFMR and Financial Commentary for Q1 2022 - 23, Cashflow and Fundraising Update
Major variance is in staff costs as we haven’t spent as much as budgeted, mainly due to the delay in appointing the new Finance and Operations Coordinator. No other significant variance in expenditure.
Broad fundraising headlines are that small donations are ahead, with major donations very nearly on track. We didn’t receive the second charge of the NLHF grant in April, so there will be a timing difference in that funding line.
MW noted that 25k had come into our bank account in May without a name. This was a grant from WMF for Celtic Knot, so a new restricted fund (but not an anonymous donation).
MW noted that Gift Aid claims are usually up to date but this one is an estimate. DAJ explained that these have not been a priority but that we will catch up once the new staff member is in post.
As it’s still early in the year it’s not possible to speak to major trends in giving. NI noted that we had received two major donations in the first quarter against none in Q1 last year. In terms of smaller donations, broadly the pattern is that there have been fewer new donors but that they have given more. We are focused on stewardship and telling our story online through our communications, and so far we are maintaining regular donors and converting a number of one-off donors into regular givers. However, we anticipate that growing our individual giving this year might be challenging because of the cost of living crisis.
In response to a question about the biggest area of opportunity, NI explained that the team is still at the stage of trialling different things, including corporate opportunities and trusts and foundations. Maintaining core donors is vital at this point as that represents unrestricted funding.
Risks Register
As usual LCR talked to anything new, red, or changed since the last meeting. The impact of the war in Ukraine and cost of living crisis is a new risk as discussed in March. Whilst it is currently a green risk, it’s one to watch.
Ongoing damage to public profile as related to Wikipedia or Wikimedia movement, remains as a major risk that we have a limited control over. However LCR noted that there is more regular communication now from WMF staff over possible media stories - for example, the current situation regarding Wikipedia in Russia.
LCR has increased the risk related to ‘departure of key staff’ because DAJ is planning to retire at the end of this year. This is obviously a risk we are going to manage, but wanted to reflect this change in the risk register. There was a short discussion about DAJ’s departure and her replacement on the Senior Management Team, with LCR noting that she is planning to advertise in September following an assessment of organisational needs/structure over the summer. It was noted that it is an employee’s market right now and that we should start the recruitment process as soon as possible. LCR agreed but said that the earliest it would be [possible to recruit would be September. DAJ has expressed that she’s willing to stay on until someone is in post.
ARC offered their congratulations and thanks to DAJ, who will have been in post for nearly a decade upon her retirement. Her work has been very much appreciated by everyone.
AOB
LCR usually gives an update on the GovCom meeting however it is scheduled for tomorrow, so she gave an overview of the agenda, which is mainly focused on the AGM. MW will be in attendance to discuss the grant offer from ECF.
Date of the next meeting
1st September 2022