Govcom minutes 2017-08-31
Minutes of the Govcom meeting, 10.30 am 31st August at Europoint, London
- 1 Attendees
- 2 Apologies
- 3 Declarations of interest relating to matters on the agenda
- 4 Minutes of last Govcom meeting
- 5 Matters arising
- 6 Board officer roles/succession planning
- 7 Operational Policies
- 8 Membership
- 9 Board Evaluation
- 10 AOB
- 11 Date of next meeting
Josie Fraser, Michael Maggs, Rosie Chapman, Carol Campbell, Kate West, Nicola Furness
Declarations of interest relating to matters on the agenda
Minutes of last Govcom meeting
The minutes of the meeting of 9th February were approved.
The option of life membership was discussed and Josie suggested the possibility of offering it as a badge of recognition. It was agreed that this conversation should be continued at the board meeting.
Board officer roles/succession planning
Update on finance specialist recruitment
Carol and Davina conducted interviews for a finance specialist board member in July which resulted in the appointment of Susan Williams as a non-board co-opted member on the Audit and Risk Committee. Her appointment will need to be made official at the next Board meeting.
Both Carol and Kate confirmed they are happy to stay on the board. Josie confirmed she will discuss Nancy’s next term with her. Michael discussed the number of non-board members allowed to be on a sub-committee at any one time according to procedure. We now have three non-board members on ARC which will either require a change in policy or for one to become an observer. Carol agreed to contact Alastair to find out if he is willing to become an observer. Josie agreed to find out who was up for election next year ahead of the board meeting. Michael discussed a board skills matrix, a tool for discussion and to ensure an even representation of skills across the board members.
Carol mentioned an offer Greyham had made in the previous ARC meeting offering access to his company's LinkedIn resources for future finance trustee recruitment.
There was a discussion relating to the need for any additional officer roles and Josie agreed to review this. Kate suggested the possibility of officer roles specialising in membership or fundraising to offer advice in these specific areas. Josie will formally reappoint Carol as Vice Chair and Kate as HR Specialist at the board meeting.
There was a conversation around a decision that was taken some time ago to formally delegate all operational policies to the Chief Executive, whilst strategic policies would remain the responsibility of the board. At a previous board meeting however, it was suggested that the board couldn’t delegate this responsibility. Michael agreed that there needed to be clarification as to which specific parts of which operational policies were being referred to as there was a degree of overlap. It was suggested that some policies should be renamed as procedures and remain the responsibility of the Chief Executive, a discussion that Josie will explore with GovCom and make recommendations for at the board meeting or away day.
There was a discussion around the fact that the increased membership numbers created a risk of not achieving quorum. GovCom agreed that this risk shouldn’t stop us from continuing to increase membership numbers. Michael proposed that we could decrease the percentage need to be quorate (currently 10%) in order to lower this risk, but as part of our constitution this would need to be voted on at the next AGM. GovCom discussed the limitations of our current voting system, proposing that we introduce online voting in time for the next AGM to encourage more members to vote, as our current system of proxy voting via email is fairly cumbersome. Kate spoke about the service used at ERS used to send out all of their AGM papers and provide the platform for online voting. She will ask them for a vote to provide this service for 500-1000 members on behalf of Wikimedia UK. There was a conversation around the location of our next AGM, highlighting the importance of considering locations outside of London. Josie suggested running a report to analyse the geographical locations of our members and make a decision based on the results. The conversation continued to discuss merchandise. GovCom agreed that they would each research other charities that successfully sell merchandise and provide feedback at the board away day. It was suggested that Wikimedia UK could offer different levels of membership which would tie in with a merchandise gift. It was suggested that both merchandise and marketing be added to the agenda for the next board meeting. EDIT: Please note that the CEO would have raised some concerns about this approach had she been at the meeting (and will be happy to share those with the wider board).
Michael referred back to the skills matrix and explained that last year he asked all board members to fill in a questionnaire and return it to Lucy to review opinions. Michael agreed he would send the relevant information to Josie for her to repeat the process.
Kate asked when we review members of subcommittees, it was agreed that this would be at the upcoming board meeting. There was also a conversation about meeting times with all of GovCom agreeing that if meetings were held first thing in the morning or towards the end of the work day, it would be easier to accommodate them in their schedules.
Date of next meeting
- Thursday 9th November at 2.30 pm