Govcom Agenda 2015-11-16
- Govcom meeting, 2.30 pm Monday 16th November at Development House, London.
Apologies
Apologies have been received from Kate West and Nick Poole
Declarations of interest relating to matters on the agenda
Minutes of last Govcom meeting
MM and KW consider them ready for approval.
Matters arising
Make recommendation to the board for non-trustee membership of Govcom
- Recommend to board that Rosie Chapman be appointed as a non-trustee member
Policy reviews
Review of board committee charters
Recommend modifications for approval at the 12 December board meeting.
- Governance Committee Charter/Proposed revision (Diff: [1])
- Audit and Risk Committee charter/Proposed revision (Diff: [2])
Changes are needed to:
- provide for non-trustee voting members, as approved at the 2015 AGM
- clarify delegated powers
- ensure clear voting procedures, to include non-trustee members
- tidy, and align the wording of the two charters
Review of trustee code of conduct and conflict of interest policy
Recommend modifications for approval at the 12 December board meeting.
- Trustee Code of Conduct/Proposed revision (Diff: [3])
- Trustee Conflict of Interest Policy/Proposed revision (Diff: [4])
Changes are needed to:
- bring the policies into line with more recent Charity Commission recommendations
- ensure compliance with the articles, including changes made at the 2015 AGM
- clarify actions in the event of breach
- improve logical structure and remove duplication
Review of proposed committee member code of conduct and conflict of interest policy
Recommend new policies for approval at the 12 December board meeting.
These new policies are needed to cover non-trustee members who sit on board committees. This follows the change to the articles at the 2015 AGM. They are based on the corresponding policies that apply to trustees, and will need careful consideration. Are the requirements too onerous for volunteers who don't have the legal obligations or powers of trustees, and whose contribution to the work of the charity will normally consist of preparing for and attending one committee meeting per quarter?
Consider cycle of trustee elections and succession planning
Discuss
Process for membership approvals
See proposal at Govcom Agenda 2015-11-16/Reports.
Forthcoming dates
- Review status of statutory reports to Companies House and Charity Commission (WMUK and Cultural Outreach Limited) - CE to report
- 2016 AGM to be held on a Saturday in August?
- Suggest moving annual board workshop/awayday from December to September (weekend of 10-11 Sept in 2016)
Govcom long-term planning
To discuss:
- Update outdated policies, with less procedural stuff that needs board approval
- Many of the policies listed at Constitution are outdated. Discuss mechanisms for updating them and separating out strategic policies that are appropriately set by the board from operational procedures that are or should be within the remit of the chief executive
- Work with Lucy on improved scheme of delegation
- Update articles based on Charity Commission model articles of association for a charitable company? See pdf document here. Perhaps not worth the time it would take, just at the moment?
- Board and board committee minuting
Transparency
A quarterly score and narrative is required from us for transparency compliance against our transparency commitments - "Transparency compliance as determined by Govcom against published transparency commitments". This relates to Strategic goal G2b.2: "We have a high level of openness and transparency, and are recognised for such within the Wikimedia movement and the UK charity sector". See Strategy monitoring plan.
AOB
Dates of 2016 Govcom meetings
- Thur 11 February
- Thur 12 May
- Thur 11 August
- Thur 10 November
All starting at 2.30 pm