ARC minutes 2023-09-04
ARC meeting minutes
Wednesday 4th September, 5:00-7 pm (online)
Housekeeping
Welcome and apologies
Present: Marnie Woodward (MW), Adrian Beidas (AB), Lucy Crompton-Reid (LCR), Jane Carlin (JC), Natasha Iles (NI), Sharon Mitcheson (SM), Alex Ashby (AA), Julian Akoyode Manieson (JAM), Mark Cruickshank (MC), Chuks Ogbonna (CO) (minuting).
Alex Ashby was warmly welcomed to the Committee as Treasurer-Elect and introductions were made to all Committee members and staff.
Declaration of Interests
None
Approval of previous minutes
The minutes were approved as read.
Update on actions arising at the last meeting
SM gave a quick update on progress regarding the investment platform Insignis. It was agreed that AA and AB should become signatories.
QFMR Q2 2023-24 and Commentary
SM talked through this report, giving a detailed account of the results for the current year at the end of the second quarter, including current assets and liabilities.
The overall picture, as per the written commentary, is very positive. We have achieved our fundraising targets for the year in trusts and foundations and are on track to achieve our individual giving and major donor targets. Fiscal management is good, with some planned overspends offset by savings in other areas and/or additional income. We have brought forward our usual reforecasting process from the end of Q3 (when in practice we are almost closing the year) to the end of Q2. These figures are shared within the QFMR and predict a small surplus in unrestricted funds at the year end.
AB drew attention to the Co-op account, where the opening and closing accounts were exactly the same. SM explained that there had been no movement of funds into or out of the account, but will check when interest is due.
SM gave an update on our creditors, noting that the new accounting software (Xero) has facilitated faster payment to creditors. She also noted the creation of (and expenditure from) a Designated Fund for the new Access CRM.
SM talked through our key grants, and explained that the increase in staff costs is due to project funding extensions such as Connected Heritage. She noted that we have received a new grant from Wikimedia Foundation, most of which will be paid to the Sheila McKechnie Foundation for the creation of a changemakers’ toolkit.
JC thanked Sharon for the detailed report. MW observed that she was very happy with the results shared, in particular the achievements in fundraising. She asked if SM could include a cashflow projection in the QFMR, which would become especially helpful when we start using Insignis, and as we reach the end of the financial year.
Fundraising and Development Report (NI)
NI reported that we have performed ahead of budget for small donations, but that we have maintained the current target for the year-end as the phased budget is heavily weighted to the Christmas period.
AB asked about the small deficit in the Gift Aid budget, and NI noted that this is something the team is hoping to improve with the transition to a new CRM system.
Risks Register
JC invited LCR to highlight the major risks plus any changes. LCR noted that only two risks have moved - both having been downgraded since the last meeting, as discussed and agreed (these were the bank failure risk, and the decreasing visibility/relevance of the projects).
LCR noted that NI is in the process of updating our Crisis Communications Plan, and also considering the need for an out-of-hours rota for social media monitoring.
There was considerable discussion about the Online Safety Bill. In particular, the Committee was keen to understand the nature of the risks involved. Following several very recent conversations with the Wikimedia Foundation, LCR felt able to reassure trustees that there is no possibility of WMF leaving the UK as a result of the new legislation. What is more likely, in her view, is that WMF either won’t be able to comply or will refuse to do so, which could result in sanctions including fees and (ultimately, although considered to be extremely unlikely) Wikipedia being blocked within the UK.
The impact of the Bill on our partners was discussed. Whilst this is likely to be fairly minimal, LCR is concerned that some cultural and educational organisations will simply take down or stop doing user generated online cultural projects, as they are unclear on whether they might breach the legislation and don’t have the resources to undertake the required risk assessments.
AB asked NI to what extent we may benefit from the OSB ‘noise’ in terms of donations and income. She noted that there had been a modest but notable uptick in donations when LCR was in the media in relation to the Bill earlier in the year, and that we are mindful of the opportunities our increased profile brings us.
Auditors and continuing relationship with PKF Littlejohn (SM)
SM reported that our current auditors, PKF, have been very unresponsive this year and have so far failed to sign the accounts. After a discussion about the situation it was agreed that LCR would chase the partner by phone over the coming week, passing on contact details to AB to chase the following week if nothing has moved by then. It was agreed that if the accounts have not been signed by PKF by the end of September then we may need to go out to market to find a company who can turn around a very fast audit in time for our compliance deadlines. It was agreed that we may need to tender for new auditors in time for next year, regardless of the outcome of the above, but that we will focus for now on getting the 2022/23 accounts signed.
Action: LCR to call the Partner at PKF and report back to ARC by the end of the week.
AOB
MW noted that AA will have to be confirmed to the board and also made a signatory on our banks. SM gave an update on the office move.
JC noted that this is Marnie’s last meeting, as she will not be at the upcoming board meeting. She thanked MW very much for all her work as Treasurer. LCR warmly thanked both MW and JC for their very significant contribution to Wikimedia UK over the past five years, in their respective roles as Treasurer and Chair of ARC.