Govcom Minutes 16May14
Minutes of the Govcom meeting held at the WMUK offices on 16 May 2014.
Attendance and Apologies
- In attendance: Kate West, Michael Maggs (chair), Greyham Dawes
- Absent: Joseph Seddon, for the first part of the meeting
- Minutes: Richard Symonds
- Jon Davies was not able to attend
14/14 Publication of Expenses
MM introduced the issues around publication of expenses. He said that the relevant section of the Finance Policy is very unclear, and that that results in staff confusion about what they are supposed to be publishing and when. The expenses publication page has been updated inconsistently for several years. It is essential for the charity to define a clear set of rules and then follow them.
GD suggested that the principle should be transparency about:
- the amount, and
- the 'kind' of expense
plus transparency in direct payments by the office to trustees.
MM asked: what would be sensible and realistic for the staff to do - how much work would be too much work? How do we draw a distinction between expenses incurred and actual reimbursements? How do we include direct expenditure by the charity?
The committee discussed these points.
DECISION: To propose to the board that expenses and individually-attributable costs are published in the form of a quarterly summary against named trustees/the chief executive, split into appropriate groups of travel, accommodation, subsistence, per diems, other etc. Each quarter's list should include a narrative summary to provide context, for example by identifying important events during that quarter for which significant expenses were incurred, or unusual sums. Chief Executive's expenses would be treated in the same way as trustees'.
DECISION: To propose to the board that Section 8 of the Finance Policy be amended accordingly, including removal of the phrase "Office expenses and the" from the policy, as the meaning of that is no longer clear, though it may have made sense in the context of procedures at the time it was written.
15/14 Governance Audit
MM said that we should be having our 18 month governance audit soon, and that as we are likely to be very busy during Wikimania we should start planning now. The recommendation of GovCom is to have the terms of the audit agreed before Wikimania, ideally in June, even if it is not possible to complete it until afterwards. The tender process should start immediately.
There were also discussions as to the maximum number of terms a trustee could stand. The recommendations from the Hudson and Chapman reviews were that trustees should serve a maximum of three terms, but that is an issue that the trustees cannot resolve themselves and it would need to go before the members. As 'a maximum of three terms' could be unclear or require detailed definitions to account for potentially short appointed terms, the committee felt that a maximum time period such as six years might be preferable. After that, a trustee would have to step down for at least 12 months before being eligible for re-election or re-appointment.
ACTION: KW to circulate a paper which GovCom will bring to the board as a proposal. This would involve a change of the articles.
16/14 Relationship with Volunteers
There was then discussion of volunteer strategy generally, and the continued possibility of an elected advisory council. A paper from the volunteer working group has shown that progress is being made, but it addresses only incremental changes rather than the bigger picture.
There is not currently enough spontaneous grassroots activity to drive forward any advisory council – so if that is considered useful it would need to be championed by someone.
ACTION: MM to speak to CC about to taking the lead on volunteer development.
17/14 Board Committees
The ARC were happy with the charter they had, but MM had made a few suggestions which CC also agreed with. GovCom agreed to take the ARC and GovCom charter drafts to the board for approval.
DECISION: GovCom to take the ARC and GovCom charter drafts to the board for approval.
18/14 Non-Board Committees
The two major committees – Tech and Education - have existing issues, and volunteers differ as to how they should best be run. GovCom believes that these committees need to be more ambitious and wide-ranging in what they do, and that it is our job as a charity to encourage and empower them to do so. GD felt that the membership of committees should be as loose as open as possible: this would increase the size of the committees and encourage people to get involved.
It was agreed that this will require further discussion, probably by the board, as Govcom do not feel at this stage ready to make any definite proposal.
19/14 Updating the Articles
See discussion above.
- RN took over minuting at 16:24
The decision could be made as an on-wiki vote rather than having to be taken to a board meeting. But the board will in any event need to discuss at its 7th June meeting.
20/14 Honorary Officer Roles
The Honorary officer roles paper is ready to be brought to the board for approval at the June meeting.
- RS took over minuting at 16:28.
DECISION: Bring the draft roles to the board for approval
21/14 Updating the Scheme of Delegation to the Chief Executive
There was a discussion on clarifying the role of the Chief Executive, in line with recommendations by the two governance reviews. MM suggested that we update the Scheme of Delegation for Jon, and create a new 'guideline of separation of powers' for trustees to use as guidance.
It was agreed that KW's table (A file titled Division of matters reserved for the Board and delegated to the Chief Executive) should be a board working document rather than a specific 'Scheme of Delegation' replacement.
- Joseph Seddon joined the meeting at this point.
22/14 Standardizing the format of Staff Reporting to the Board
KW indicated that there have been no further discussions with JD about the future format of board reports. MM will discuss this with him on 19 May 2014.
23/14 Preparation for Elections 2014
GD had made some suggestions to Katie Chan about additions to the timetable. The report and accounts are to be approved at the board meeting. By 27 May, the Trustees Report will need to be finalised – it will need to go out with the ARC's confirmation that the auditors have no issues, and will go out at the same time as the accounts and the board papers on 27 May 2014.
24/14 Transparency
MM discussed the requirement for transparency and the feedback received from the community. Should we stick to firm commitments, or an overarching goal with a 'spirit' rather than 'letter'? If we have commitments, what would they be?
Before the next board meeting, GovCom will need to define some commitments, or failing that make use of the present high-level target wording. KW was keen on setting some commitments which would satisfy the community - but this should in her view not include an absolute requirement to include observers at board committee meetings. MM felt that having observers might might be an "engagement" commitment - and could therefore be useful - but that in itself it would not promote "transparency". We need to make sure that we don't have a mere "tick box process" for defining transparency.
JS was concerned that he doesn't know exactly how the office collects KPIs – as a trustee he has a poor understanding of the process, and the understanding of less-engaged volunteers must therefore be worse. If we agree to specific commitments on transparency, we will have to expect that there may be times when critics use those commitments to demand that we release information which could pose a significant legal threat. This is not something that we are permitted to do, but our refusal to release such information could be used to support further allegations of non-transparency.
It was agreed to continue reviewing this and to bring a proposal to the board in due course.
25/14 Progress towards initial KPIs
GD feels that we should include certain KPIs in our statutory reporting – but he's not sure which ones at present. We need to decide which ones go into our Annual Report.
AOB
There were no other items. Meeting concluded at 17:30.