Audit Committee
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This is a proposal for discussion. Please feel free to edit this page directly or comment on the talk page. |
The problem
Over the last year or so, various individuals and groups associated with Wikimedia UK (internally and externally) have been dissatisfied and concerned about various aspects of the chapter's activities and operations and have made complaints about them. This includes individual trustees, members of staff, members of the chapter, the Wikimedia Foundation and members of the wider community. This is not the forum for discussing individual examples, but a recurring feature of many of these concerns has been the lack of any clear way to raise them and have them dealt with.
The highest body in the governance structure of Wikimedia UK is its members, but it is not practical for members to deal with many of these matters directly. The powers of the chapter generally rest with the Board of Trustees, who are often too closely involved with the matters people are concerned about to be able to deal with those concerns appropriately. This proposal is for the creation of an small, independent committee of members that can deal with any concerns people may have about the chapter.
Timing
There is currently an independent review of Wikimedia UK's governance processes taking place and there is an argument for waiting until that review is complete and recommendations have been made before making any changes to those governance processes. However, it will be several months before those recommendations are made and, likely, several more months of deliberations before decisions are made about implementing those recommendations. It would be useful to have an Audit Committee in place, at least on an interim basis, before then to enable the chapter to avoid the distractions that unresolved complaints create.
Membership
The Audit Committee would consist of three members of the charity who do not hold any other official positions within the charity or in the wider Wikimedia movement. These members would be elected by the membership of the charity for staggered three year terms (one member elected each year, at the AGM, with members elected for shorter terms in the first year). The Audit Committee could fill casual vacancies by co-option, with co-opted members resigning at the next AGM. The elected replacement would serve until the expiration of the original member's term.
The size of the committee is kept as small as possible to enable it to operate efficiently. One member would lack legitimacy, two members would lead to deadlocks, so three is the minimum. Any more than three members would make it more difficult for the committee to reach a decisive conclusion, and just decisiveness is key to the efficacy of the committee.
The relatively long terms are designed to aid the committee in remaining impartial, since they are not at the whims of the electorate. Having elections every year, however, means it remains accountable to members of the charity. Staggered elections also provides continuity, which will aid the efficient operation of the committee.
A member of the Audit Committee could be removed before the end of their term if both a Board Resolution and an Ordinary Resolution of members so decides. This requirement for a dual-resolution helps ensure the impartiality of members.
The committee would elect, from its members, a Chair, who would be the main point of contact between the committee and others. It would otherwise conduct its internal affairs as it sees fit.
Powers
The Audit Committee would have three powers:
- The power to investigate
- The power to report
- The power to recommend
The power to investigate
The Audit Committee would begin an investigation at the request of the Board of Trustees, an individual Trustee or the Chief Executive. It could also decide to begin an investigation for any other reason, including a complaint received from another party or of its own volition.
All Trustees, members of staff and holders of any other positions within the chapter would be required to cooperate fully with any investigation. They would be required to provide the Audit Committee with any information they may request, either by providing documents or through interviews.
The Audit Committee would be entitled to any information requested, without regard for confidentiality. However, in cases where the chapter is legally obliged to keep something confidential, the Audit Committee would be required to comply with that obligation and could not share the information with anyone else (and could be made to sign a non-disclosure agreement to that effect).
The power to report
Following an investigation, the Audit Committee would make a written report of their findings. This report would either be made to the Board of Trustees or the the membership, as the Committee deems appropriate. A report to the Board of Trustees would ordinarily be published, but could be kept confidential if the Audit Committee considers it necessary.
The Audit Committee would have the power to require the Board of Trustees to call either a Trustee meeting or a General Meeting to enable the committee to report in person, should they consider that appropriate.
The power to recommend
A report of the Audit Committee could contain recommendations, either to the Board of Trustees or the membership. There would be no requirement for anyone to act on those recommendations, but the Audit Committee could require that a Trustee meeting or General Meeting, as appropriate, be convened to discuss the recommendations and make a formal decision on whether or not to implement them (or, perhaps, to implement amended versions).
Notes
Despite the name, the Audit Committee has no specific responsibility for auditing the charity's accounts. That responsibility remains with the charity's auditors. The subjects of the Audit Committee's investigations may be both financial and non-financial in nature.