ARC minutes 2023-06-07

ARC meeting minutes

Wednesday 7th June, 5:30-7 pm (online)

Welcome and apologies

Present: Marnie Woodward (MW), Adrian Beidas (AB), Lucy Crompton-Reid (LCR), Jane Carlin (JC), Natasha Iles (NI), Sharon Mitcheson (SM), Daria Cybulska (DC), Mark Cruickshank (MC), Chuks Ogbonna (CO) (minuting).

Apologies: Julian Akoyode Manieson (JAM)

Declaration of Interests

None

Approval of previous minutes

A minor correction to the minutes was needed as they referred to the 2022/23 budget instead of 2023/24.

DECISION: Minutes from March meeting approved.

Update on actions arising at the last meeting

Most of the actions are complete with no substantive items remaining. Adjusting upcoming meeting dates was done, and LCR thanked everyone for their flexibility.

Financials

QFMR Q1 2023-23

JC invited SM to talk to the report. She also noted the new format, which she thought looked good. SM presented the report and explained that she has developed a new QFMR document to help keep track of our activities on a monthly basis. She added that she is now liaising with budget holders on a monthly basis. SM gave a rundown of the Financial Commentary:

• By the end of Q1, there was an unrestricted surplus of just under £19k, mainly due to an over performance in individual and major donations of almost £12k
• SM directed everyone to the Balance Sheet and spoke about the current bank balance and the movement of funds since the start of the financial year.
• SM highlighted that £102,500 (25%) of the main WMF grant was recognised in Q1 and drawn down from Deferred Income
• Over £14k has been received in Earned Income, the majority of which comes from Sheila McKechnie Foundation for DC’s secondment
• SM highlighted that staff salaries have increased for the quarter (due to Davina Johnson staying on to support the production of the Statutory Accounts) as well as for the year. The latter is due to Tatjana’s salary costs moving to staff salaries instead of direct project expenditure, and Lucy Hinnie’s contract extension (these are both in line with restricted income coming in from ECF and NLHF respectively)

MW praised SM for the new template that she has created and for implementing a new accounting system. She highlighted a few possible anomalies in the figures, including the rent figure, and explained that she hasn’t been able to do a detailed review. MW recommended that we do not send the QFMR with the board papers at this point, and just include the written commentary. Following further discussion it was agreed that MW would follow up with any outstanding queries to SM, with the aim of LCR including the finance report in the papers for the 16th June board meeting.

AB asked SM whether she had any observations on our finances, as she was coming to the organisation with fresh eyes. SM mentioned that from her perspective our restricted funding was quite straightforward, and that we are on track to deliver a surplus by the year end if the income trends continue. SM explained that moving to a more intuitive platform for bookkeeping (Xero) has meant that we’re not missing any outstanding invoices - either to receive or to be paid - something she observed from reviewing the transaction details from 22/23. AB thanked her for her work and mentioned that the QFMR looks much more detailed.

Action: MW and SM to resolve any outstanding questions on the Q1 QFMR.

Oral update on Audit and Draft Statutory Accounts.

SM reported that the auditors have now opened their portal for us to upload our documents and respond to auditors’ requests, and mentioned that the finance team hopes to upload all documents by the end of the week (09.06.23). Also, the statutory accounts have been completed (in draft form) and were in the papers for the Committee, while the narrative report was shared shortly before the meeting.

JC noted that as the accounts are still in draft form, she anticipated a future iteration will be circulated for review. LCR noted the tight timescale that we are working to and that we are hoping to get the Annual Report and Accounts signed off at the upcoming board meeting. She therefore encouraged trustees to engage with the draft now, particularly with any queries or suggested changes to the sections relating to Finances and Risk.

Thanks were noted to MW for all her support on delivering the audited accounts on time last year.

Action: ARC members to review the figures and text document ASAP.  

Fundraising and Development Report (NI)

NI introduced the report and gave a breakdown of actuals vs budget for the quarter. She noted that she reviews income monthly, although figures are shared with the Board on a quarterly basis. She highlighted the positive performance within small donations, which was mostly driven by our new Revolut partnership. We received a legacy of £5k in Q1 which has been added to Major Donors. Gift Aid is performing under budget but NI thinks that she may know why that is happening.

JC asked NI where she might need help in terms of major donors (as mentioned in her ARC report). NI is hoping that the new CRM will support major donor stewardship.

MW praised the work of the fundraising team. She asked for a reminder of what the Revolut partnership is about and NI explained that it is an online bank that gives customers the option of donating to various charities, including Wikimedia UK.

New investment platform: formal approval needed

SM directed ARC to the section in the Finance Commentary where there were links to the various documents sent by Insignis. SM reported on the process of deciding on Insignis, which included meetings with both Insignis and Flagstone (also attended by MW). SM is proposing that we open an account with Insignis as their platform seems very straightforward to use, they came better prepared for the meeting and they had a good knowledge of how restricted and unrestricted funding worked. MW added her support for this recommendation. She noted that ARC needed to decide whether we should have single or dual authorisation on the account, and it was agreed that we should request dual authorisation.

Decision: Unanimously Approved

Action: SM to start the process of opening the account and transferring funds

Approval limit increase for SM on Unity Trust Bank

SM’s Approval limit on Unity to be moved to £20k to cover regular HMRC payments.

Decision: Agreed to go for Approval to the Board.

Risks Register

LCR gave this report and noted that, unusually, there are no changes to the risk scores this quarter following her review (although she also mentioned that some will change in the coming months).

Members deliberated on some of the risks. MC said that he feels that the possibility of our bank failing may be overemphasised and that in practice, a failing bank would be bought and accounts transferred. It was agreed that the likelihood rating for this should be reduced (to a 2) which brought down the overall risk rating.  

AB asked why the risk of a change of strategic priorities to WMF was relatively low. LCR responded that this had always been one of our major risks, but that she had reduced this as a result of our first multi-year grant. She also noted that as we reached the end of this financial year, that risk would increase.

Action: LCR to make change to Risks Register before circulating to Board

Oral Report from GovCom

LCR gave the report, the committee chose not to meet, and discussions were held via email.

Oral update on new office space

LCR and SM have shortlisted the potential space to two but the final decision is yet to be made and they will bring a paper to the Board with more detail.

AOB

It has been recommended that AB take on the Chair role, and JC step down from September 2023.

Decision: Unanimously approved.

The meeting closed at 7:10 pm

Next Meeting dates for the remainder of the year (all online, 5 - 7 pm):

Monday 4th September

Thursday 30th November