Govcom Minutes 23Jan14

Minutes of the GovCom meeting held at Development House on 23rd January 2014 at 2:00 pm.

Members:

• Michael Maggs - MM (chair)
• Greyham Dawes - GD
• Kate West - KW

In attendance:

• Jon Davies - JD
• Richard Symonds - RS (minutes)
• Katherine Bavage - KB (part time)
• Chris McKenna - CM (part time)

Welcome

MM welcomed everyone to the meeting, particularly KW, who was taking part for the first time.

Progress on governance recommendations

At the last board meeting, it was agreed that this committee was responsible for ensuring compliance with the Hudson review, and that GovCom needed to report progress at the next board meeting. By the time of the final review, the plan is that all of the implementation list is complete. The following checks were done:

4. Two year term for chair - this is an informal expectation. Is this good enough? MM thinks we need to decide whether this is set in stone. GD would like to move this to a three year term, and extend the trustee term to three years. No-one else had strong views, but all felt that there was sense in extending trustee terms to three years. It was decided to recommend to the board that the term for chair is the same as the term for trustees.

5. To be discussed later.

7. Hudson recommendation is that GovCom should be chaired by the chair of trustees. There was a consensus that we should accept the Hudson recommendation here, and revisit the previous board resolution. Committee to recommend to board accordingly.

12. There was a discussion as to whether this was still relevant, and it was agreed that it is not. The recommendation was a one-off proposal in response to a particular situation that obtained at the time and was never intended to be a continuing rule. Report back to the board accordingly.

13. Consensus is that any training/mentoring needed would be from internal resources. No budget is needed.

14. Review of chair's performance every two years: Agreed. KW suggested we also move to "360 degree" appraisals: asking all other board members and senior staff for their input. The committee agreed to recommend this to the board.

33. Scheme of delegation - to be discussed later - Although (i.) needs to be changed to 'under review' by ARC rather than 'being finalised'. RN to ACTION: change.

44. ACTION: This is not up to date. RN to update.

48. ACTION: on GovCom - to check our COI guidelines against the WMF's and report back as to which is more appropriate.

49. The Hudson recommendation was: "The Chief Executive or Company Secretary should continue to develop a governance handbook which should bring together in one place all the documents relating to governance arrangements. This should be placed on the Wikimedia UK website." Agreed that the intent here was for a 'handbook' (ie a wiki page) with links to our various documents and CC guidelines that new trustees should read, and which should form a governance resource for existing trustees. ACTION: GovCom to find and review this page/handbook as already drafted by JD and GD.

50. ACTION: RN to update the office wiki for this.

Chapman recommendations

The Committee reviewed the Chapman Recommendations.

C1. Completed.

C4. Chapman recommended a list of actions that are reserved for the board in contrast to those set out in the Scheme of Delegation. This could be cribbed from the ICSA Guidance on Matters Reserved for the Board.

C8, C9, C10. Completed.

C11 - Calendar is completed, and public.

C12 - Improving the agenda for board meetings. KW felt it would be helpful to include times on the Agenda to help keep the board focussed. Agreed.

C14 is being discussed later.

C15 is being discussed later.

Relationship with volunteers

The Volunteer Policy on the wiki requires some amendment, particularly bullet point 3 (re media & volunteers). MM said that this may conflict with charity law. MM felt that there are some very good volunteers who have been keeping away from WMUK because we are too inward-looking and are not welcoming enough. MM would like the volunteer policy to be completely rewritten. MM thought it important that we specifically define who is a volunteer and who is not. He would also like to focus on increasing the number of volunteers, rather than solely on the number of members.

MM asked: How do we make things more attractive to volunteers? Do we want a friends' group? An advisory group? What ideas do we have? GD would like to see both types of group. A friends' group would be one step below a membership, and would cost nothing - it would be opt-in / opt-out and with much less in the way of attached strings.

KB and CM were invited into the meeting at this point.

MM invited Katherine Bavage and Chris McKenna to give a run-down of the members' survey as in the absence of a volunteer survey it may offer insight. KB noted that the number of responses to the 2013 survey was comparable to the 2012 survey. The 2013 survey was split into two parts: the first about membership, and the second an anonymous optional demographic survey which had a lower response rate. Many members signed up after hearing about WMUK at events or online. Badges and t-shirts are considered important by members as well as the provision of access to information that sits behind commercial pay-walls. Sign up by direct debits, ability to update membership details online, and clear induction for new members are also important.

There is a plan for Katie Chan to run a survey in relation to the members' newsletter. Most likely need is to increase number of female volunteers, though the gender split of both volunteer community and membership is unclear at this time. ACTION:KB was asked to estimate the proportion of women in the membership, and to liaise with other chapters about their demographics.

KB and CM left the meeting.

Board committees

Audit and Risk (ARC) and Governance Committees have agreed charters. MM asked whether ARC's needed updating or altering. The consensus was that the charter was acceptable. The GovCom charter has not been amended since it was first written and is in need of review. The current charter is focused on procedural issues, such as ensuring the board has the right skills and overseeing the AGM, whereas it would be preferable to adjust its focus to cover general governance issues as the first rather than the last task. The aspect of observers being present at GovCom meetings was considered. It was decided to ask the Board to agree to include a clause in the interests of transparency to allow observers to be invited by GovCom rather than waiting for the Board to initiate this.

ACTION: MM to circulate suggested amendment regarding inviting observers for approval.

The issue of delegated powers was raised. It was decided that GovCom's remit included policy, which is generally a matter for board decision. Delegated powers to take governance decisions were considered undesirable, and suggestions would continue to be put to the board.

Non-board committees

The board's aim is to ensure committees are active, have a formal membership, and submit reports to board meetings. These various committees have been successful in making volunteers feel more included, however, there have been capacity problems with them because they're volunteer led. They could do with more help from staff and more advertising amongst the community but they have been very useful. The non-board committees do not tend to be well minuted, nor do they properly report back to the board or even advise them in some cases. KW suggested that the committees should report back to the board, and should advise the board on how best to focus their strategy. This could be done through a structured template given to the committees. Part of the problem is that volunteers are very independently-minded and it is therefore difficult to focus staff efforts on the many different strands of activity. Committees should, ideally, recommend which strands to report on - they would recommend these to JD, who would authorise spends out of the existing budgets. JD would work through the staff to engage these groups and focus on their activities more than others.

MM believes that these advisory committees should include at least one staff member, and one board member, with the remainder to be volunteers. Within its overall charter, the committee should be able to choose its own membership, subject to a veto by the board of any person who is acting against the interest of the charity. The committee should have a specific membership. GD felt that it was important not to be overly prescriptive and was against various options (such as term limits, number of members etc). MM and KW thought that this was still important in order to give committees status and strength.

It was felt by GovCom that there should ideally be a chair in all committees in order to ensure that the committee meets and reports.

JD expressed his feeling that although the system is too informal at the moment, we must be careful to ensure that we do not over-formalise these. It would mean that a £10,000 grant for a charitable project would normally only be given out with the recommendation of the committee involved.

MM reported that at the Tech Committee Carol Campbell said that it was not as effective as it could have been, as there was not enough secretarial support. MM asked: Could the staff support these committees with a secretariat service? JD says that this will be limited because of our resources. That said, there are quick fixes for these - for example, increasing staff hours. JD felt that we need to work out how the committees are constituted and work out who is on them, and only then allocate staff resources.

ACTION: MM to draft a defining document for off-board committees which solves as many of the above problems as possible, and bring it for discussion to the March board.

GovCom felt that there should be a working group to assist Katie Chan to work on volunteering strategy, including the development of a friends' group. This would not be a committee, at least for the moment, but would be a specialised working group.

ACTION: JD to set up.

Updating the articles

This is to discuss what questions to ask the lawyers in preparation for the AGM. ACTION: GD to take the current articles and add his suggestions as tracked changes. JD to email KW the details of the Stone King advice. KW to request assistance from the Charity Commission to rework them.

Honorary officer roles

These need defining in writing. Do we need deputies?

Chair

There was some discussion on the "chair's action" (eg emergency actions) rule. ACTION: MM to report back with his thoughts.

Treasurer

ACTION: GovCom is happy for MM to check over this document, make changes, and send it back to members.

Board Secretary

MM feels there should be a defined role for the board secretary (not company secretary). ACTION: MM to send GD's suggestions to AMcC to see if he is happy with it. ACTION: MM to ask AMcC what his thoughts on the role are.

With the removal of the company secretary role, there is much less of a need for some aspects of this role. However, we need a board member who will minute during in-camera sessions (or someone who is not staff). The other issue is a practical one - that we have a staff member who is taking minutes, and board comments come back to correct them - who makes the final decision? Agreed chair and secretary.

HR trustee

ACTION: KW to draft her own role as the Trustee HR Reviewer for staff reviews (job title to be decided)

Vice-chair

GovCom recommends that the board appoints a vice-chair.

Scheme of delegation

ACTION: JD to add Agreed policies need to be easy to find and prominent to the list of action items for the wiki. The Committee were generally happy with the scheme of delegation.

ACTION: JD to compare his job description against the scheme of delegation and point out any changes he would like making so that they do not conflict and so that the charity works effectively.

Items reserved for the board

ACTION: KW to go through the ICSA guidance and draft a list of matters reserved for the board for further discussion. This should be done in/by February.

Standardising format of staff reports

GovCom recommends to the board that all staff reports come to the board through JD. ACTION: JD to meet with KW and design a standard report.

Preparation for elections

There was nothing of interest to report - everything is going smoothly.

Commitment to transparency

The committee agreed to discuss transparency at a future meeting - this is important both reputationally and to ensure that we maintain our long-standing open ethos.

AOB

The issue of possible registration with OSCR concerns the AGM making a formal resolution/affirmation that it notes that article 30 (inserted in 2012) is now regarded as valid by the commission. ACTION: GD to draft a resolution to this effect.

GD confirmed that, in his view, Cultural Outreach Ltd should have at least two directors who are independent of WMUK. Agreed.

Next meeting

Future meetings will be held four times each year, circa five weeks before the board meetings. ACTION: MM.