Governance Committee Charter/Draft

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The Wikimedia UK 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 work 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 trustees and is chaired by the Chair of the Board who is a member ex officio. Membership of the Committee is determined by the Board, and will be reviewed at least annually.
3. The Board may appoint observers (who must be members of the charity). If observers are appointed:
   1. They may attend and participate in meetings of the Committee, but they may not vote.
   2. The number of observers must be fewer than the number of trustees serving on the Committee.
   3. Each observer's appointment will be reviewed at least annually by the Board.

Remit

The remit of the Governance Committee is:

1. To advise the Board on all matters of governance, and to deal with any governance-related work delegated to the Committee by the Board.
2. To review Board and trustee performance, including:
   1. Facilitating an annual self-review of the performance of the Board
   2. Reviewing the Chair after he or she has served for six months in that role, and every two years thereafter
   3. Reviewing individual trustees before the end of their term of office, where they will be standing for election for a new term.
3. To identify skills and experience required on the Board, monitor which of these are currently met and unmet, and report to the Board accordingly.
4. To monitor and advise on Board diversity.
5. To advise the Board of the skills and experience the Board needs for compliance with best practice, and to screen potential candidates with special skills for co-option or for election by the company members.
6. To manage the process of electing trustees in conjunction with the tellers, including checking that potential conflicts of interest are declared in advance and are permissible and manageable, reviewing the voting system if required, and proposing any policies to inform candidature.
7. To advise the Board, when required, on the eligibility of applicants for membership of the charity.
8. To manage the process for the succession of the Chair and other officers of the Board.

The Committee has delegated powers under Article 21 to advise the Board on any aspect of governance, and to provide non-binding recommendations to the Board. It may also handle governance-related work where such work has been explicitly delegated to the Committee by the Board.

Meetings and Reporting

1. The Committee shall meet as and when it considers necessary in order to formulate appropriate written advice to the Board.
2. Meetings will be called by the Chair of the Committee.
3. Attendance of non-Committee members or observers at the Committee's meetings is at the discretion of the Chair.
4. The proceedings of the Committee will be reported to the Board at each Board meeting.
5. The Committee will report publicly wherever possible. It can report confidentially to the Board when it feels that confidential reporting is appropriate. Such reporting may be publicly released by the Board or by the Committee subject to a majority vote by either group.