Govcom Minutes 2Jul13

Templates for actions: {{done}} Done, {{cf}} Carried forward, {{canc}} Cancelled.

Public minutes of the Governance Committee meeting held at 5.45pm on 2 July 2013.

The non-public office minutes are here.

Development House, Leonard Street, London.

In person meeting. Present:

Members

• Michael Maggs (MM) - minutes
• Chris Keating (CK)
• Greyham Dawes (GD)
• Mike Peel (MP) (by phone)

By invitation

• Jon Davies (JD)

1/13. It was agreed that the committee needs to be chaired. MM was appointed, nem con

2/13. Possible co-option of board members, and review of board skills and experience

The committee considers the following attributes (in no particular order) should be of particular interest to the board in its present composition, with a view to looking ahead:

• Skills in PR/communications
• Company secretarial experience
• Experience in the co-ordination of volunteers (in any context, Wiki or otherwise)
• Experience of governance of a multi-level organization (eg international/national or national/local)
• Women

The CVs of the applicants for the potential co-opted trustee positions were reviewed, as were the skills and experience of the existing board. A recommendation of the candidates to go forward will be made to the main board at the July meeting.

• ACTION: JD will arrange for the governance review implementation list at Governance Review/Implementation to be coloured (traffic lights) to show progress.

3/13. Co-option procedure

The details of the exact procedure for co-option will be reserved to the main board, but a recommendation will be made that candidates whose names go forward should be invited to meet to CE and all those trustees who would like to meet initially on an informal basis. Since it may be difficult to get everybody together at the same time before the September board meeting, this will be done on an ad hoc and piecemeal basis before then. One convenient time to meet might be at the August London Wikimeet. Subject to board approval, we recommend that one or more additional trustees be co-opted at the September board meeting. Candidates will not be invited to the July board meeting, for lack of available time.

• ACTION: The office will keep in contact with the candidates whose names do not go forward at this stage in case any future board vacancies arise, and also to try to get candidates involved on a volunteer basis.

4/13. MM will prepare these minutes, along with a recommendation to the main board, and will circulate to members for review.

5/13 & 6/13. Minutes of last meeting (with reference to the agenda items Rx):

R1: Co-options

Done. JD to review prospective Trustee candidates with GovCom. See above.

R3: Officer profiles:

ACTION: GD to review our current draft officer profiles and propose revisions, for the July 2013 Board meeting to agree. Not yet done. GD will try to complete before the July board meeting.

R11: Trustee induction:

Carried forward GD to circulate essential documents for Trustee induction - Mike/Chris to help wikify them

Done CK to clarify plans for new Board member induction into the organisation/movement, Board teambuilding

R13: Coaching/mentoring for main board chair:

Carried forward GD to use personal contacts to identify possible sources of help.

Carried forward CK to follow up with Compass, who had recommendations

R17: September governance audit:

Done by JD. CK to speak to Compass and Jon Davies re recommendations initially.

ACTION: Recommendations for consultants to carry out the September governance review obtained. DJ will seek tenders, and will also advertise the role on the WMUK public wiki in case any member may wish to tender.

R26-32: Conflicts of interest:

Done GovCom to ensure a summary & link to Conflict of Interest policy is sent in any notices inviting candidates to be Trustees. Candidates will be asked to disclose any potential conflicts in confidence to GovCom via the Secretary and GovCom will discuss any steps to manage any such conflict with the candidate directly if required.

Carried forward MP to propose revisions to the COI policy to cover: Prizes given from Wikimedia UK - sponsored competitions; Conflicts of interest for staff - before July

R37: Board focus on strategy

Done CK to ensure time on 11 May Agenda for update on strategy process

7/13. The committee will keep a close watch on priorities, but for the moment pressing ahead with the governance review recommendations is top priority.

Other major issues:

• Associate policy. To be considered further by Govcom. No action needed at present, but no new associates should be created until policy has been updated and agreed.

• Board and volunteer alignment. An important issue that Govcom intends to review.

• Govcom charter. Govcom to review its own charter in the light of ongoing experience and advise the main board whether any amendments would be desirable.

8/13. Next meeting to be agreed at or before the July board meeting

9/13. There was no other business

MNM, chair