GovCom minutes 2021-09-01
Online meeting on Wednesday 1st September 2021 at 4pm.
Attending: Lorna Campbell (in the Chair), Monisha Shah, Rod Ward, Lucy Crompton-Reid (staff member), Katie Crampton (minuting).
Apologies: Rosie Chapman
Monisha was warmly welcomed to her first meeting of the Governance Committee. It was noted that when she becomes Chair of the Board from October 2021, she will also become the Chair of this committee.
Declarations of interest relating to matters on the agenda
Minutes of last GovCom meeting
Matters arising that are not covered elsewhere
LCR outlined the background to the mailing list discussion for MS, and added that we are in the process of getting KC or another member of staff added as a moderator. RW raised concerns about the possibility of staff being seen to ‘take over’. LCR responded that the action was only taken following concerns raised by this group that staff have no moderating power over the list. LC concurred and felt that someone from the team should be a moderator. Action: to bring this item to the attention of the board.
AGM debrief (oral update including feedback, lessons learnt etc)
LCR outlined the feedback to our evaluation survey with members. She noted that there was a limited response to this and that in future years we will circulate the survey during or immediately after the event. From the small sample of people who responded, everyone reported a positive experience of online voting and most people felt that the online format worked well. There were mixed comments on the sessions but everybody was very positive about the speakers. Several comments were made about the length of the event. Most people felt that the reports presented on the day gave enough information about the charity; however generally they weren’t as satisfied with the amount of information shared about board candidates prior to the AGM. We will take this lesson forward for next year.
There was a discussion about whether or not we should encourage candidates to have a proposer and seconder. We have done this in previous years but it is not a requirement, and can create disparity and a sense of Wikimedia UK being a closed network. LC and MS agreed.
The number of questions to candidates was acknowledged and felt to be a very positive sign. However, the schedule of the day meant that some people had voted prior to this session. RW suggested highlighting the option to ask candidates questions before the event on Wiki, which members were informed of in emails prior to the event. MS was impressed with how many candidates stood for election and the level of engagement from members. She added that there could be video interviews with candidates, rather than the live questions on the day (although this could limit community engagement).
It was confirmed that unless any board members step down before the end of their elected term, there will be only one vacancy next year, with LC coming to the end of her six year term.
New board members: induction update (oral report)
LCR outlined to GovCom the induction programme for new trustees, and confirmed that they had been registered with Companies House and the Charity Commission. RW asked about banking signatories and LCR explained that this was on the agenda for the next ARC.
LCR reported that Julian will be joining ARC and Caroline Ball is joining the Partnership Advisory Board. LC suggested that new and existing board members be encouraged to observe committee meetings, to develop their understanding of the charity. Action: LCR to encourage all board members to consider attending a meeting of one or both subcommittees as an observer.
RW asked whether the dates for next year’s board meetings had been set. LCR responded that these are usually agreed in the autumn for the following year. MS said that in future it would be better to always know dates a year in advance, rather than set them on an annual basis. Action: KC to liaise with MS about future meeting dates and rearranging the December board meeting.
Report on board diversity
LCR spoke to the paper on board diversity. She highlighted the significant progress that has been made over the past few years to diversify the board. There are currently no obvious gaps in representation; with the exception of gender, with 80% of the board identifying as female.
There was a discussion about the survey circulated more recently to monitor the socio-economic background of staff and trustees. LCR reiterated that this is an anonymous form that only she has access to, and that she is only looking at the aggregated results rather than individual submissions.
LC highlighted that although we are doing well on board diversity we shouldn’t get complacent, and should focus on equity as well as diversity, ensuring that all trustees feel they can have their voices heard at board meetings. MS commented that she felt the data fulfills two points. Firstly, it means that we can demonstrate our awareness of diversity and have data to back up our commitments. Given the current makeup of the board we can be reasonably confident that many different perspectives and backgrounds are represented. Secondly we should use the data to consider whether there is any dominance of any group, which could cause a lack of perspective or bias. In this group the only dominant group is women; and the board needs to discuss whether or not it is comfortable with that imbalance.
Upcoming board away day
LCR spoke to the draft agenda for the board away day, shared with the papers, and welcomed feedback. Broadly there was agreement that the draft agenda covered the main points, however it was agreed that the schedule should be amended to ensure that the most important conversations happen towards the start of the day. MS suggested a model that starts with a proposal from LCR about our future strategic priorities, with the board then breaking into different teams to explore key questions, identify opportunities, interrogate strategic risks and look at potential alternative scenarios. LC thought that this sounded like an interesting approach and that she and LCR would discuss further.
It was noted that a number of reading materials will be shared with the board and SMT prior to the away day, and that this would include a summary of the discussion at the upcoming Partnerships Advisory Board meeting.
There was some discussion of whether or not everyone would be participating in person. It was noted that the meeting is likely to be hybrid, with most attending in person but a few joining us online. Action: LCR to contact the board with reassurances that they are welcome to join the board meeting and away day remotely. GovCom agreed that the revised agenda could be circulated to the board without further review by the committee.
Proposed revision to Trustee Code of Conduct
LCR introduced the proposed revision to the Trustee Code of Conduct (highlighted in red) which states that in the case of an on-wiki sanction, it is the responsibility of the trustee concerned to report this to the Chair of the Board. The committee agreed strongly with the principle of the change, however it was felt that the point at which an issue had to be raised was unclear. Action: LCR to consider the wording of the proposed revision carefully, with further discussion (and hopefully approval) at the board meeting.
Proposed revision to Committee Member Code of Conduct
LCR explained that the Committee Member Code of Conduct had not been revised at the same point as the Trustee Code, earlier this year. It was agreed that the section on sanctions should replicate that agreed for the main Code. MS supported the use of the Nolan principles and commended the regular use of the word ‘respect’. She also suggested changing ‘relations with others’ to ‘working with others’ due to the meaning of the first phrase within some communities. This change was made to both Codes during the meeting. Action: Once the revised text regarding reporting sanctions is agreed for the Trustee Code of Conduct, KC to update the Committee Member Code of Conduct accordingly and record this as having been approved at the same time.
MS thanked everyone for a great meeting. RW asked about the formal process for MS becoming Chair. Action: LCR to confirm what was agreed at the June board meeting, and ensure that if another vote is required that this is on the September board meeting agenda.
Date of the next meeting
Thursday 25th November at 4pm