Governance Committee Charter

This charter was approved by the Board on 12 December 2015 . (approved revision, subsequent changes) Changes to this charter are subject to board approval, and should be proposed either on the talk page or the Engine room

Approval history: 26 March 2013 - Initial approval (approved revision) 8 March 2014 - Amendment to allow Chair of the Board to chair the committee (approved revision, changes) 7 June 2014 - General updates (approved revision, changes) 12 December 2015 - Revisions to enable non-trustees to serve as full committee members (approved revision, changes)

The Wikimedia UK (WMUK) Governance Committee ("the Committee") is a committee formed by the Board of Trustees ("the board") that exists to advise on governance issues generally, and to handle any governance-related matters that may be delegated to the Committee by the board. It also deals with succession-planning and the performance of the board and individual trustees. The Committee operates under the charter set out below.

Constitution and Composition

1. The Committee is a standing committee of the board.
2. The Committee consists of between three and five trustee members and is chaired by the chair of the board who is a member ex officio.
3. The board may appoint non-trustee members (who must be members of the charity). Non-trustee members have full committee privileges, including voting rights, except as indicated below.
4. The board may appoint observers (who must be members of the charity). If observers are appointed, they may attend and participate in meetings of the Committee, at the discretion of the chair, but they may not vote.
5. Membership of the Committee and the appointment of observers (if any) is determined by the board, and will be reviewed at least annually.

Delegation

The board hereby delegates to the Committee under article 21 the authority to act on the board's behalf as set out in this charter.

Remit

The Committee's remit is:

1. to advise the board on all matters of governance;
2. to identify skills and experience required on the board, monitor which of these are currently met and unmet, and report to the board accordingly;
3. to monitor and advise on board diversity;
4. to advise the board on trustee elections and appointments, and to screen potential candidates with special skills for co-option or for election by the company members;
5. to manage the process for the succession of the chair and other officers of the board;
6. to review board and individual trustee performance;
7. to advise the board, when required, on the eligibility of applicants for membership of the charity;
8. to advise the board in connection with General Meetings of the company including the AGM;
9. to handle any related matters that are explicitly delegated to the Committee by the board.

Additional powers

In carrying out its functions the Committee is authorised:

1. to obtain any information it may reasonably require from any employee, volunteer or trustee of the charity, and all employees, volunteers, trustees and agents of the charity are directed to cooperate with any such request made by the Committee (if any information is considered of a deeply personal nature, this may be made available only to the chair of the Committee);
2. to obtain at the charity’s expense any legal or other professional advice it may reasonably need.

Meetings and Reporting

1. The Committee shall meet as and when it considers necessary;
2. Meetings will be called by the chair of the Committee;
3. If requested by the chair, the chief executive and other staff will be in attendance;
4. If requested by the chair, the Committee will be serviced by WMUK staff;
5. All acts and proceedings of the Committee must be fully and promptly reported to the board, as required by article 21.1;
6. The Committee must ensure that its meetings and deliberations comply with the trustee and committee member codes of conduct and with the trustee and committee member conflict of interest policies. Where a conflicted trustee or committee member is under those policies excluded from the decision-making process the Committee chair must inform the chair of the board immediately;
7. The Committee must report publicly wherever possible. It can report confidentially to the board when it feels that confidential reporting is appropriate.

Decision-making

Where the Committee is exercising a decision-making power that has been delegated to it by the board, the following shall apply:

1. In addition to an in-person meeting, a meeting of the Committee may take place using any electronic, text-, voice- or video-based, real-time communication medium, where all members present can send and receive messages from all other members present;
2. Questions arising at a meeting shall be decided by a majority of votes;
3. No decision may be made by a meeting unless a quorum of two trustee members is present at the time the decision is purported to be made. A member shall not be counted in the quorum when any decision is made about a matter upon which that member is not entitled to vote;
4. The Committee has no power to approve a decision where the number of non-trustee members voting in support is greater than the number of trustee members voting to oppose;
5. No decision of the Committee may conflict with a prior decision of the board.

Skills needed by the Committee

The Committee must ensure that it has the following skills available to it:

1. Charity and general governance;
2. Managerial;
3. Legal.

See also

• Audit and Risk Committee charter