Govcom Minutes 30Apr13

Minutes of the Governance Committee phone call held at 7.30pm on 30 Apr 2013.

Present:

• Chris Keating (CK) [Minutes]
• Mike Peel (MP)
• Greyham Dawes (GD)
• The meeting was not chaired.

Review of Governance Report recommendations

The meeting reviewed the table at Governance review/Implementation. Every recommendation was covered at least in summary, only those with associated actions from this meeting are minuted

R1 - Co-options. Agreed that GovCom will lay out skills/diversity grid for the Board to adopt, and assess skills of candidates for election, then highlight any skills gaps on the Board once elected and recommend co-options. In the Committee's view, there is no problem in principle with co-opting people who have been defeated in the election.

ACTION: JD to review prospective Trustee candidates with GovCom.

R3 - Term limits. On agenda for 11 May Board. Query whether this is something to introduce this year, or whether it would be better to consider a shift to 3-year Board terms before introducing term limits.

R4, R5, R12

ACTION: GD to review our current draft officer profiles and propose revisions, for the July 2013 Board meeting to agree.

On the issues of term of office of the Chair and the idea of the Chair changing a period of time after the Board elections - the Committee felt these were sensible but ought to be a matter of 'custom and practice' rather than requiring changes to articles

R7: Noted that the Governance Committee charter contradicts this point. Agreed that the Committee should remain unchaired until after the AGM.

R11: Professional development of Trustees. Agreed GovCom needs to review existing documentation needed & develop induction pack.

ACTION: GD to circulate essential documents for Trustee induction - Mike/Chris to help wikify them

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

R13 Coaching/Mentoring support for Chair. CK felt this valuable currently and for future chairs. GD noted that the choice of coach/mentor will depends on the personal chemistry with the Chair. MP raised question about whether we should seek to get this support pro bono and if there were sources in the movement.

ACTION: GD to use personal contacts to identify possible sources of help.

ACTION: CK to follow up with Compass, who had recommendations

R15: Strategic planning & reporting. Governance Committee agreed to monitor the development of this area.

R17: GovCom to review suppliers of potential light-touch governance audits.

ACTION: CK to speak to Compass and Jon Davies re recommendations initially

R23: Board agendas forward plan to be discussed by the Board. Noted that this was on the agenda for the 11 May meeting.

R24: Nature & extent of Board minutes - on agenda for 11 May Board.

R26-32 on COIs. Noted that there had been no problems recently but the test would come with a new intake.

ACTION: 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.

ACTION: 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

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

R41: GovCom to keep under review

R44: Volunteer budget holders. Greyham to raise at 11 May Board

R48: Mike to include this in proposed updates to COI policy

R49: Governance Handbook. Noted that this was a long-term project, the first necessary steps were in the Board induction process already outlined

R50: Being reported to the Board at 11 May Board meeting

Skills Grid for future Board meetings

Committee agreed to recommend the current draft of Board/Characteristics as a working document for assessment of the balance of the Board prior to and after the next EGM, and actioned CK to invite more community comments on it for future iterations.

Executive Working Group

Noted that the Executive has not met recently (since 24 Jan) and that the updated Scheme of Delegation gives the Chief Exec more clearly delegated authority. Governance Committee will keep the need for the Executive Working Group under review.

AGM Calling Notice

ACTION: GD to circulate details of legal requirements regarding the need for the AGM to vote on annual accounts.

Future meetings

The key tasks as agreed were;

1. Develop Board induction materials
2. Assess the likely balance of skills on the Board post-AGM and look at scenarios
3. Consider how to handle any conflicts of interest presented by prospective Trustees

The Committee will have a further phone meeting after the close of nominations for the elections to cover these issues and another between the AGM and the report deadline for the July Board meeting.

The Committee felt that given that we have actions leading up to the July Board it would be sensible to retain the same membership of the Committee until that meeting, subject to all of us remaining on the Board, and review the membership of the Committee then

Summary of Recommendations for the Board

1. Adopt Board/Characteristics in its current form as a working document and ask the GovCom to present recommendations for co-options after the AGM in the light of that document and the election results
2. Agree that GovCom should ask Trustee candidates to disclose any potential conflicts of interest to GovCom, via the Secretary, so that any necessary advice or issues can be flagged up early
3. To adopt GD and CK's forthcoming work on trustee induction