- 1 Hudson Review
- 2 Chapman report, recommendations
- 2.1 General
- 2.2 Board dynamics and role in strategic oversight (recommendations 18 and 37 – 43)
- 2.3 Development of a strategy (recommendation 15)
- 2.4 Delegations and financial assurance (recommendations 6 – 8, 33 and 44)
- 2.5 Developing systems to support the governance arrangements (recommendations 20 - 23)
- 2.6 Applying the principles of good governance in a membership charity (recommendations 3, 19, 24 and 25).
|Ref||Summary||Done?||Who?||Level||Status/target date||Notes and links|
|1||Board of 7 elected and 3 co-opted trustees||y||Members at EGM||Structure||Done Motion passed at 2013 EGM. New Co-opted trustees joined the board at the December 2013 meeting.||EGM 2013|
|2||Increase the maximum size to 11||y||Members at EGM||Structure||Done April 2013 EGM||EGM 2013|
|3||Terms of office 2 years, 3-year maximum||y||Members, at AGM||Structure||Done June 2013||WikiConference UK 2013|
|4||2-year term for Chair||y||Board||Structure||Done March 2014||Board meeting 8 March 2014|
|5||Clarify roles of officers||y||Board||Process||Done March 2014||Trustee officer roles|
|6||Establish a Governance Committee||y||Board||Structure||Done March 2013||Governance Committee Charter agreed 27th March 2013. Meeting reguarly with timetable to 2015.|
|7||GovCom chaired by the Chair||y||Board||Process||Done March 2014||Board meeting 8 March 2014|
|8||Establish an Audit Committee||y||Board||Structure||Done April 2013||Audit and Risk Committee charter agreed 27 March 2013. Meeting regularly.|
|9||Change articles to implement Rec 1||y||For members at EGM||Structure||Done April 2013||Accepted at EGM|
|10||GovCom to emphasise diversity of Board||y||GovCom||Process||Done Dec 2013||Board now demonstrates good range of diversity in terms of gender, race, age and geography: see Board.|
|11||Professional development of Trustees||y||Chair||Process||Done June 2013||All trustees have received induction and plans for further training being developed.|
|12||Term of Office of chair to begin 6 months after elections||y||Board||Process||Done October 2013||Current Chair took office in December 2013, which was six months after the AGM, as suggested here. Agreed in April 2013 that this should be a matter of custom and practice. In her interim governance report of October 2013, Rosie Chapman rated this recommendation as 'achieved'.|
|13||Mentoring/coaching support for Chair||y||Chair||Process||Done Dec 2013||This is in place with assistance from our ex chair, Chris Keating, and also through the current chair's membership of The Association of Chairs.|
|14||Review of Chair's performance once every 2 years||y||Govcom||Process||December 2015||Added to office diary|
|15||Board to agree strategic plans with CE and get traffic light reports on progress||y||Board and CE||Process||Done March 2014.||Board meeting 8 March 2014. First reports due under the new system June 2014|
|16||GovCom to review governance once every 2 years||y||Govcom||Process||December 2014||Added to office diary|
|17||Light-touch external governance audits after 9 and 18 months||y||Govcom||Contract awarded,||Done October 2013. August 2014 planned.||File:Interim governance audit report, Oct 2013.pdf October 2013 concluded. We are committed to a further final light touch audit in around August 2014|
|18||Board meetings: Move towards a structure of 4 or 5 half-day or full-day meetings, accompanied by workshops||y||Chair and Secretary||Meetings||Done December 2013||New meeting timetable agreed up to 2016|
|19||Decisions between meetings to be taken by Chair with appropriate consultation||y||Chair||Process||Done This is happening. The Chair is actively taking steps to move things on between meetings, and to ensure that on Wiki board decisions are taken between meetings as necessary and in compliance with the charity's policies||The Chair has not sought, and does not consider it necessary to have, executive powers beyond those of a normal trustee to take binding decisions between meetings out of process|
|20||Board agendas to be planned by Chair and CE||y||Chair, Secretary and CE||Meetings||Done Feb 2014||We also have a Board agenda template|
|21||Chair to push Board to decisions||y||Chair||Meetings||Done||New chair in Dec 2013. Clear decision making is in place.|
|22||Part of 2 Board meetings to be conducted without Chief Executive, and part of 2 meetings to be conducted with CE but no other staff||y||Chair||Meetings||Done Doing this as standard.||Board agenda template|
|23||Board to discuss forward agenda twice a year||y||Chair||Meetings||Done||Agenda items listed on timetable|
|24||Secretary to ensure minutes are clear record of important issues, use Foundation model||y||Secretary||Meetings||Done All backlog cleared, Dec 2013.||Clear minute taking established.|
|25||In-camera sessions should continue to be used where appropriate||y||Chair||Meetings||Done||Short in camera sessions form a regular part of every meeting: see Board agenda template|
|26||Adopt and observe high standards for COIs||y||Chair and Board||Process||Done Feb 2013||See Conflict of Interest Policy. In addition, trustees are required to disclose any possible conflicts at the start of each board meeting|
|27||COIs to be declared early||y||Chair and Board||Behaviour||Done Feb 2013||See Conflict of Interest Policy. In addition, trustees are required to disclose any possible conflicts at the start of each board meeting|
|28||Disclose COIs early, including within Wikimedia movement||y||Chair and Board||Behaviour||Done||Possible conflicts are being raised immediately with the chair|
|29||Board to examine size and extent of COIs||y||Chair and Board||Behaviour||Done at all board meetings||See Board agenda template|
|30||Trustees not to use Wikimedia UK name & title to advance private interests||y||Chair and Board||Behaviour||Done||This has not occurred, and would be in direct contravention of our Conflict of Interest Policy|
|31||Conflicted trustees to resign if nature and extent of interests incompatible||y||Chair and Board||Process||Done Feb 2013||Covered by the Conflict of Interest Policy. This has not actually occurred in practice|
|32||Trustees only to take up employment funded by Wikimedia UK with permission of the Board||y||Chair and Board||Process||Done Feb 2013||Conflict of Interest Policy|
|33||Scheme of delegation for CE||y||Board||Process||Done January 2014.||Scheme of Delegation; Matters reserved for the Board|
|34||Staff instructions to come from Chief Executive||y||Board||Behaviour||Done||Trustees never instruct staff to take action, and all instructions come through the CE|
|35||Chief Executive to report to Board through Chair||y||Chair, CE||Process||Done||Monthly 1:1 meetings are held between chair and CE. Working very well.|
|36||Trustees to step down prior to applying for Wikimedia UK staff post, not to rejoin Board for 12 months||y||Chair and board||Process||Done Feb 2013||Conflict of Interest Policy|
|37||Board to focus on strategic matters||y||Chair and Board||Meetings||Done||The new board (December 2013) strongly supports this|
|38||Discussions to be handled with respect||y||Board||Behaviour||Done||There are currently no problems at all|
|39||Governance audit to monitor tone of interactions between staff and trustees||y||Auditor||Behaviour||First audit completed September 2013. Given the then recent and pending changes in board composition we did not feel it was appropriate to look in detail at staff-trustee interactions at that point. However this will be reviewed in detail in the final review of August 2014||Staff-trustee relations are currently very good. On that basis we have marked this row in green, but we will be seeking external confirmation by our auditor in August 2014|
|40||Seek advice where appropriate||y||Chair||Behaviour||Done|
|41||Trustees acting in volunteer capacity accountable to Chief Executive rather than directly to Board||y||Board and CE||Process||Done and working well.||An example is the chair's involvement as a volunteer in helping to run with Wiki Loves Monuments contest, where he worked under the direction of the CE|
|42||Support Chief Executive and avoid micro-managing||y||Board||Behaviour||Done||Working satisfactorily|
|43||Respectful and professional working relationships||y||All||Behaviour||Done||Working satisfactorily; no issues to report|
|44||Agree annual budget, delegate individual budget lines||y||Board, CE||Process||Done January 2014||Scheme of Delegation|
|45||Operational communication with Foundation to be handled via CE, governance-level communication via Chair||y||Board and CE||Process||Done||Working well; regular 1:1 meetings between chair and CE|
|46||Respectful and professional communication||y||Board and CE||Behaviour||Done||Working well|
|47||Trademark agreements to be handled via Chief Exec where required||y||Chief Executive||Process||Done||March 2014 discussions with the Foundation about updating our trademark agreements are going through the CE|
|48||"We believe that the present (Jan 2013) draft of the conflict of interest guidelines under discussion by the Wikimedia community promises to offer helpful guidance on when to disclose potential conflicts of interest to ensure that a decision-maker in the movement is able to manage and evaluate that conflict appropriately"||y||Board||Process||Done Oct 2013||Confirmed as 'achieved' in the interim governance report of Oct 2013. Chapman commented that "The changes that have been made in the organisation's existing conflict of interest policy seem robust in this area". See Conflict of Interest Policy and the Trustee Code of Conduct which further requires compliance with the the seven principles of conduct for directors set out by the Nolan Committee on Standards in Public Life. Declarations of interest are publicly listed at Declarations of Interest|
|49||Chief Executive or Secretary to produce governance handbook||y||Govcom||Process||Done March 2014||Governance handbook|
|50||Reach agreement with owners of QRpedia||y||Chief Executive||Process||Done||All complete. Contracts signed, and all domains used by the QRpedia software are now under the control of WMUK|
Chapman report, recommendations
In 2013 WMUK commissioned an independent follow up to the Hudson Review. This page repeats, for convenience, the complete list of recommendations set out in Appendix 2 of the Chapman Interim governance audit report of October 2013. The list summarizes the further actions required to implement the recommendations of the Hudson governance review of January 2013.
- C1 Put in place a plan for prioritising implementation of the first Governance Review’s outstanding recommendations, to help balance the work against other organisational priorities. Done
- C2 Produce a formal progress report, via the Governance Committee, for each Board meeting. Done All board meetings have included such a report from Govcom.
Board dynamics and role in strategic oversight (recommendations 18 and 37 – 43)
- C3 Consider repeating a team building exercise when the new board of trustees is appointed, perhaps using an external facilitator. Done Dec 2013 (no external facilitator was needed)
- C4 Trustees to consider drawing up a template for the types of decision that are for the Board, and those which could or should be delegated to the Chief Executive, to aid the process of agreeing an appropriate strategic/operational split. Done See Scheme of Delegation; Matters reserved for the Board.
Development of a strategy (recommendation 15)
- C5 Creation of the WMUK strategy to be considered a priority area of work. Done Board meeting 8 March 2014. See Overview of strategy and the linked pages.
- C6 Draft a description of what the strategic goals of WMUK mean in practice. Done Board meeting 8 March 2014. See Strategic goals, Strategy monitoring plan and the linked pages.
- C7 Continue the work, as a matter of priority, to put in place a clear supporting operational plan including budgets, milestones and performance indicators. Done Board meeting 8 March 2014. See Strategy monitoring plan and the linked pages.
Delegations and financial assurance (recommendations 6 – 8, 33 and 44)
- C8 Chief executive to oversee the reconciliation of WMUK’s control accounts each month, so that he can be assured that financial controls are in place. Done Professional accountant is in addition checking every quarter.
- C9 Board to amend the charity’s financial regulations so that the Board approves the charity’s annual budget, and then delegates management of the budget to the chief executive. Done Finance Policy
- C10 Chief executive to have oversight of the presentation of quarterly financial management reports to the Board, so that the Board can be assured adequate budget monitoring is in place. Done Professional accountant now in place for quarterly reporting. Quarterly Management Financial Reports now being produced to high standard.
Developing systems to support the governance arrangements (recommendations 20 - 23)
- C11 WMUK to adopt a calendar for the year of key Board decisions. Done Adopted until December 2016.
- C12 WMUK to explore whether it would be appropriate to organise Board agenda items between those for decision and those for information. Done See Board agenda template
- C13 WMUK to use a standard Board template for its reports. Done, as above.
Applying the principles of good governance in a membership charity (recommendations 3, 19, 24 and 25).
- C14 WMUK to consider setting a maximum term of office for their trustees in place of members’ right to continually elect the same trustees. Done Board June 2014; coming to 2014 AGM for members' approval.
- C15 WMUK to develop further its proposals to formalise their relationship with their members through methods such as elected Advisory Councils of members, to supplement wider community involvement and consultation. Doing... This needs long-term community involvement, and ideas such as this are likely to evolve over an extended period of time. The board does not wish to impose any predefined solution.