These are the minutes of the board meeting held on 13-14 July 2013 at Development House, London.
- Chris Keating [CK] (Chair)
- Mike Peel [MP] (Secretary, Saturday and part of Sunday)
- Saad Choudri [SC]
- Greyham Dawes [GD] - Saturday only
- Michael Maggs [MM]
- Alastair McCapra [AM] (Secretary, following MP's stepping down from the role on Sunday)
- Jon Davies [JD]
- Richard Symonds [RS] (Minutes)
- Daria Cybulska [DC] - Sunday only
- Katie Chan [KC] - Sunday only
- Stevie Benton [SB] - Saturday only
- Jan-Bart de Vreede [JBDV] - Visiting trustee from WMF
Saturday 13 Jul 2013
The minutes for the in-camera session held first thing on Saturday are recorded separately. The Board took note of Ashley’s emailed resignation as a director, to take effect from the start of today’s Meeting.
Pre-board meeting orientation
Approval of agenda
The agenda was approved.
Declarations of interest regarding matters on the agenda
MP declared his interest: he is a member of the FDC and will recuse himself from any FDC discussions. He will also recuse himself from any discussion about a WiR at the University of Manchester. There were no other declarations made.
Jon brought up the shorter version of the Traffic Light report, and described it. He drew attention to the red sections:
- The VLE project. Jon explained the background of this project. He noted that it was a small project: only £2k in the budget in this year. However, there have been significant delays owing to what Jon believes may be an over-prescriptive approach so far. Stevie taking this on.
- Gift Aid. There are slowdowns with claiming gift aid because the database needs cleaning. We have asked for volunteers: if we find none to clear it, we will hire a person temporarily to tidy up the database.
The board had questions about digitisation, and precisely what the delays were. RS explained that he and DC were not happy about the high costs for digitisation, and are working with our partners to try and lower the costs.
GD was concerned that there is an duplication of information in our reports: he asked for the program areas on the report to be linked to Sage more directly, linking the financial reports to the traffic light report better. Jon was not keen on putting the staff through another change of reporting: the issue was referred to GovCom to look at reporting requirements.
ACTION: Governance Committee to look at board reporting (requirements and timelines) to minimise any duplication of reporting now that we have adopted Quarterly Financial Management Reports.
SC asked about high legal fees, and the 'seeking consultant' detail. JD explained that this relates to bringing in a consultant to advise on on what progress we have made on the actions we committed to following our 2012 governance review.
Quarterly risk report
The risk report is confidential, and is on the office wiki. JD asked for comments or questions. MP raised his previously declared CoI, and said he would need to leave the room if the first risk was discussed. GD was not happy that we are only reporting on the top 5 risks, and would like more to be reported on. CK said that the "top-5" reporting was at the board's direction. GD asked for a more comprehensive risk reporting system, including more than the top five. GD said that he did not want over-reporting. CK suggested that the A&R Committee review the risk reporting structure and report back to the board. SC suggested that we should ignore the top five, and instead just look at the 'most important risks as per JD's thoughts', which might be three, or eight.
ACTION: the A&R Committee to work with JD at a further iteration of the Risk Reporting format.
MP absented himself from the meeting.
CK said that essentially we remain reliant on the FDC process for a significant part of our income. There are two risks here: that FDC may decide not to give us the money we bid for, and that the entire FDC system may case to function as it presently does. The realisation of either risk would have an very significant impact on the organisation. JD suggested that we move our financial and operational reporting into line with the FDC 'seven criteria' so as to be able to demonstrate as clearly as possible the good use we are making of FDC funds. GD feels that this risk does not need to come to the board, as he does not feel we are in a dangerous position with FDC. MM feels that it is right that it comes to the board, and that it is very important that we can demonstrate absolutely rigorous compliance with FDC requirements. JD says that on Monday, we will know if we satisfy the requirement of eligiblity for FDC funding for the following year, and he reiterated his conviction that this needed to be brought to the board's attention.
MP rejoined the meeting.
JD explained the second risk on the list. GD hoped that this risk would not need to be reported in future.
The third risk was briefly discussed - the risk of a dwindling volunteer base. This is being mitigated through various volunteer strategy actions which will be discussed in greater detail on Sunday.
Risk four was broadly seen to not be a major risk, but MP believed strongly that it will be until the domain names are transferred. This will be discussed in greater detail on Sunday.
Risk five was discussed in some detail: MM felt that this can be mitigated, in part, by more committees, and GD felt that the five-year strategy will also help prevent future problems. SC feels that we are moving in the right direction, but that it will take a years or two to develop the supporting systems. He feels that risk five is a major risk which we are managing and have taken on board. CK discussed leadership and delegation, including delegated structures and schemes of delegation, as well as project management and evaluation.
Welsh Pathways project
This item had come to the board for discussion and decision because the way the project had eventually taken shape was significantly different to what the board had discussed, expected and previously approved. JD set out to explain in some detail how the project had come into existence, what different options had been considered at different stages, and how it had eventually come to its final form. JD added that it had been a far from simple job to get the project to the stage where is was ready to go, but that over the last month, we have been in detailed discussions with the EU, the Welsh Government, and Wici Cymru, to find a solution. The board has been aware of the project for around nine months and decided to support it after some thought. At the May board a proposal was agreed involving taking on overall management of the project. However, we found very quickly that it would not be possible for us to manage the entire project due to various clauses with the grant agreements with the EU/Wales. Eventually, a secondment was agreed, where we hire on a Wales Manager on a one-year fixed contract at a cost to us of £24k, and then second the 'Wales Manager' to Wiki Cymru. As part of this arrangement, we will get £3,000 from Wici Cymru to cover our costs. We will also be getting a small sum back to cover this member of staff's pension. We need a community representative to be present at the quarterly reviews, and we need to plan as whether we will carry this on next year beyond the original agreement. JD proposed, in his report, the virement of the sums necessary from other budget lines to start the project.
MP explained his concerns: he felt that the delegation mentioned in the 11 May 2013 minutes did not extend to what had been carried out, and that there are worries about how precisely we can manage a remote worker. He noted that Wici Cymru as a corporate organisation doesn't exist, and that the individuals involved had already signed agreements with the Welsh Government. He noted that sums spent on legal advice on this from Stone King had not been approved by the board. However, GD felt that the best decision had been made here for the charity, even if it was not consistent with what the board had expected to see.
A vote was held on whether to agree JD's proposed virements, of £19,000 this year (and further funding of £5k next year)
DECISION: to agree JD's proposed virements for the Welsh Budget. This was agreed unanimously.
DECISION: MP to act as a volunteer on the Welsh Steering Group.
GD gave a quick briefing to the board about his future wishes for the A&RC, and how he feels it is important to the charity's growth in future.
GD emphasised the need for trustees to ensure that they have robust financial controls in place. He recommended that professional accountancy support be brought in on a quarterly basis to support the ongoing work of the staff team and ensure that our records were in an appropriate state for the annual audit. He proposed that we vire funds into the accountancy budget to cover this support: specifically £5,000 from the contingency budget to accountancy fees.
DECISION: It was unanimously agreed to vire £5,000 from the contingency budget to accountancy fees in order to cover the hiring of a dedicated accountant each quarter.
Approval of 2012-13 Accounts
GD pointed out a few points in the accounts: next year we will need full project costing to enable us comply with the Charities SoRP, which will require the SoFA to report our total expenditure separately on each of charitable projects, governance and fundraising, as we are over the threshold for audited accounts next year – but this year (2012-13) we do not.
He also noted the large debtor carried over in the balance sheet: this was for Gift Aid.
ACTION: RS was instructed to check the £55 recorded for membership fee income as it appeared to be incorrect.
DECISION:: To send the remaining sum in our restricted fund to the Open Knowledge Foundation to support their conference.
MP expressed his disappointment that this document was not sent around the board before the meeting. GD explained that earlier drafts had been circulated but this finalised copy from UHY, due to minor amendments arising from the audit, had come in too late for that.
GD moved that we adopt the 2012-13 Annual Accounts as presented at this meeting.
- Support: SC, GD, CK, AM, MM
- Abstain: MP
DECISION: To adopt the 2012-13 Annual Accounts as presented at this meeting.
ACTION: JD to send around a copy of the audit findings and management letter from the audit to the Board.
GD also advised that it had come to light that the auditors had not yet asked the board to sign a formal letter of engagement, and he now asked for permission from the board to sign the UHY Accountants' engagement letter. MP abstained on the vote. All other trustees present were in favour.
DECISION:: Greyham to sign the UHY Accountants engagement letter on behalf of the board.
2013-14 First Quarter Financial Management Report
GD explained, in depth, the 2013 Q1 Financial Management Report. The board expressed their thanks to all involved in the production of the Q1 Report, noting the improvement over the past year. Financial performance for Q1 was a £4.5k operating deficit, but with a 20% underspend in total against budget (£156k against £194.5k). From a WMF perspective, community programme-spends were only £3.5k against a £20k budget, while Promoting Free Knowledge programme-spends totalled £51.5k against a budget total of £72k. In terms of our statutory reporting under the Charities SORP, charitable projects accounted for 69% of our total expenditure and fundraising costs amounted to only 29% of donation income before Gift Aid, but governance costs looked rather high at 26% of charitable project costs. Jon’s brief comments and forecasts against individual project variances were drawn from his own project-monitoring report separately tabled for Board information.
JVDB absented himself from the meeting at this point to catch his flight, and did not return.
Review of ARC Charter
DECISION: After much discussion as to whether the ARC had the appropriate delegated powers, and the appropriate delegation levels, there was a decision on making an amendment to give the ARC delegated powers to approve certain expenditure as set out in the Scheme of Delegation. MP abstained, and all other trustees present voted in favour.
DECISION: SC joined the ARC to fill the vacant place left by AvH’s emailed resignation from the Board as at the start of the Meeting.
There was discussion about a related matter, in that the board wished to have a trustee who took on lead responsibility for Human Resource issues within the office staff and would be required to sign off staff appraisal forms. It was noted that MM had volunteered to take on this role.
DECISION: to make MM the 'HR Trustee'. This was agreed unanimously.
ACTION: JD and MM to write a job description for MM's new HR Trustee role.
Review of GovCom Charter
The board decided to review the Governance Committee charter on Sunday.
SC explained the current status of the QRpedia project, and the four points that Roger needs to agree.
Sunday 14 Jul 2013
RS, MP, SC, MM, CK, AM, JD, KC, DC in attendance. GD, SB absent.
JD explained, broadly and briefly, his thoughts and the recent history of WMUK, with the aid of a presentation. He said that the largest problem is that of transition from a small charity to a larger one. JD was also concerned that the WMF were sceptical about whether chapters are a sensible use of movement funds - eg, "Are chapters economic"? There are also questions from the WMF about payment processing among chapters.
JD explained, with the help of his presentation, that we need to show that we are worth it: telling our story well, measuring well, community reactions, showing we have a good plan, etc. Core questions are:
- Do we still want professional staff?
- What is our appetite for growth?
- What are we doing well?
- What have we failed at?
ACTION: RS to send around link to the March 2013 staff & trustee survey on strategic planning.
The point about "Empower volunteers" was discussed. CK's concern with this is that we have an ambiguous definition of volunteer. He would prefer that we explicitly included both editors, and real life volunteers. AM worried about 'empower': what is it that makes volunteers feel disempowered? MM said that we can't leave volunteers to organise themselves: empowering means putting in place the structures for the volunteers to make it easier for them to volunteer. There was a discussion to clarify what we mean by goals, objectives, strategy and metrics. MP suggested that we change 'empower' in the first goal to 'encourage, involve and engage'. CK also suggested that we specifically mention giving people (ie, everyone) skills, confidence, and opportunities. The board also decided, after some discussion, to change the second goal to 'Increase participation in Wikimedia projects in the UK'.
There was also a discussion on whether or not we should be specifically supporting Wikimedia projects, or general open knowledge projects. There was a discussion as to whether we need to increase the public knowledge and awareness of Wikimedia - DC thought we should, but the board felt that this was part of a broader heading under 'encouraging volunteers'.
There was discussion about 'Enable content improvement': is this what we want to do, i.e. specifically encourage content improvement and additions? Perhaps we should change this to 'improve openly licensed content': specifically because it encourages other openly licensed projects and knowledge in the UK.
There was also a discussion about technology: is improving technology in and of itself, a goal of the charity? CK originally thought no, but changed his mind after discussion with the rest of the board, who felt that technology enabled a much greater scale of participation in Wikimedia projects - technology is a 'force multiplier' and we need to be innovative and at the bleeding edge of technological development.
These discussions had the effect of changing the five strategic goals to just four. MM was keen on placing a top-level goal in order to increase awareness of open-licensed content and licences. There was a fair amount of discussion about whether or not this was a goal in and of itself, or as a secondary heading under other goals, or perhaps as a part of a wider idea of fostering cultural change.
There was some more discussion in order to pin down the technology goal: why do we do this, as opposed to the WMF doing it? Some trustees were quite keen on supporting outreach to the technical sector, and encouraging new tools and projects which are technical in nature.
The goals that were decided are:
- Encourage, involve and engage volunteers
- Giving people skills, confidence and opportunities
- Increase participation from the UK on Wikimedia projects
- Increase awareness
- Increasing diversity
- Improve openly-licensed content
- Make working with Wikimedia ...
- Work with open-knowledge movement
- Increase files and resources
- Support technical innovation and development in line with our mission
- Ensure good use of our resources with excellent governance.
JD gave a broad outline of our financial situation over this year and next - he has emailed the board some suggestions about what we could cut, and where savings can be made. CK asked if we are happy with next year being a year of consolidation rather than growth. The board were broadly in agreement with this.
DC and KC gave their views on what sort of projects and areas we are succeeding in and failing in. CK led the board in a discussion of goals. The following sub-goals were defined for the goal Encourage, involve and engage volunteers:
- Encourage, involve and engage volunteers
- Giving people skills, confidence and opportunities
- Training and development career paths
- Growing membership
- Growing volunteer base
- Growing attendance at events
- Develop innovative training opportunities and events
- Increase range of volunteer opportunities
- Geographically diverse opportunities
- Increase participation from the UK on Wikimedia projects
- Actively recruit new contributors to the key Wikimedia projects, and encourage their continued contribution.
- Increase awareness of the projects
- Increasing diversity
- Develop meaningful partnerships with leading organisations that have an active interest in gender, sexuality, ethnic background, ability and age.
- Develop meaningful partnerships with leading organisations including GLAM and education
- Offer activities that people can get engaged in
- Train people how to contribute to the projects
- Improve, enable and increase openly-licensed content
- Identify and enable projects that will effectively increase the amount of openly licensed content on the Wikimedia projects, and other freely licensed resources
- Make working with the Wikimedia movement as obvious a part of the work of any British cultural institution or sector, and contributing to * Wikimedia projects as vital a part of the educational curriculum as library research or word-processor use.
- Collaborate with open-knowledge movement
- Increase the number of files / resources released under open licenses as a direct result of relationships with Wikimedia UK
- Identify the most appropriate types, scale and direction of grant funding
The 2013 AGM minutes were noted by the board.
The board noted MLP standing down as an associate, which was a role set out in draft at Board/Fellows and Associates as for someone with an "established commitment to our Mission and Values as well as their valued experience and expertise" but never clearly defined.
Garfield Byrd, from the WMF, has had a discussion with SC and the Wikimania bid team about risks associated with the bid. The bid team still need to work on fundraising, however, as in order to run the full bid, they will need approximately £5-600k. There has, however, been a fantastic response from the community and the wider sector: the British Museum, Science Museum, Tate, etc have all expressed a great deal of interest in helping.
Wikimedia UK will support and help the bid team, but are not taking any risks or any liability - as a result, WMUK can make a free choice as to how much to support the bid. SC and the bid team are of the understanding that senior politicians will be attending for more than one day, and will be actively listening to talks. There was a broad discussion of risks - although there is no financial risk to WMUK, trustees were particularly concerned about reputational risks of a legacy which might be less effective than it could be, and of the reputational risk if there are further delays in fundraising.
DECISION: The board decided to hold the next AGM at or around Wikimania 2014.
There was a brief discussion around KC's proposal of a Grants Committee: currently CK, KC, and JB (if he agrees). The differentiation between microgrants and macrogrants will remain, but all grants will be judged by the grants committee, with authority delegated to JD for him to purchase.
ACTION: A staff member (KC) is to come up with a job role for a trustee representative on the grants committee.
DECISION: JD to be made budget holder for the Grants budgets.
ACTION: Grants Committee to decide on the outstanding macrogrant.
Discussion on membership approvals
The board discussed KB's report, which was the outcome of the 8 June Board Meeting’s decision to delegate to GD the task of agreeing with KB a practical risk-mitigation process for new applications for company membership by email.
AM asked whether the points outlined in the paper about members' identities were really an issue. MM was of the opinion that this is not a real issue and he did not want to increase the bureaucracy surrounding membership. There was a suggestion that the entire approval system be delegated to the staff. MP was concerned that delegating this to staff may involve a risk, as staff would be able to approve new members who would then approve their bosses. In addition, allowing board members to look at approvals ensures that there are more eyes on the applications, and that there is the ability to check for fraudulent applications. He was also concerned that this may go against Article 2.2b and 21.1 as there is no clear delegation authority to the Chief Executive.
The general feeling was that having board members review membership applications was unlikely to provide an effective form of risk management. AM said that in his view the Articles of Association did not require trustees to review membership applications, There was a vote to delegate approvals of membership entirely to the Chief Executive, and in light of that to not approve any of the recommendations in KB's report regarding additional checks on the identities of prospective members.
- Support: CK, AM, and MM
- Oppose: SC and MP
GD not present.
DECISION: To delegate approvals of membership entirely to the Chief Executive, and in light of that to not approve any of the recommendations in KB's report.
There was a brief discussion about meaning of "powers" in the Articles: AM said that "powers" refers to the powers listed in M4.1, disposal of property etc, which can be delegated to Board committees but not to the Chief Exec (for instance).
ACTION: SC to confirm the ability to delegate this decision within the Articles of Association. The chair announced that if there is no power to do this then the previous decision will have no effect.
ACTION: Chief Exec (JD) to notify the Board of new memberships at each meeting.
MP noted that he was standing down as Secretary after this decision. The board noted this.
DECISION: MP stands down as Secretary.
ACTION: Board to decide a new Secretary at the next opportunity.
The first two decisions were not voted on, as the members of the A&R Committee present at the meeting had not taken paet in the discussions about them. For the third decision, MP was concerned over the effectiveness of WiRs, given how much they cost, and whether we know how effective they have been in achieving things so far.
There was a vote on whether to approve the spends listed in the third decision on DC's report.
- MP abstained due to his COI
- MM, AM, SC, CK were in favour.
DECISION: To refer the first two decisions back to A&R Committee for further consideration.
DECISION: The spend for the second round of Wikimedian in Residence positions was approved.
DECISION: The WMDE diversity conference decision was approved.
There was a discussion as to whether to approve the on-wiki decision for a payment for the extension for John Cummings' WiR post at the NHM. This was in the amount of c£8000 and is not on the Agenda. The board were not happy at the lateness of this proposal: they would prefer that it was better explained, and better described, including links to the reports. MP asked that the link to the reports be included in the minutes (see ).
DECISION: to approve the payments for an extension of the position.
MM explained that he had been elected to chair the Governance Committee at the inaugral GovCom meeting. He explained the recommendations that the committee had made as listed at Reports 13Jul13#Governance, and asked the board to consider them in order. See also in-camera GovCom minutes.
MM noted that a number of people had sent in expressions of interest about being co-opted onto the board as trustees, however GovCom did not have the authority to approve them. GovCom had , however, narrowed the 13 or so CVs received down to a shortlist of four. He was concerned about the lack of Wikimedians in the mix, and the lack of candidates from outside London. There was also discussion about formal interviews: should we have formal interviews, or informal ones? The answer was, broadly, that we approach them informally, and then follow up with a formal interview. There was an agreement, however, that in addition to making a selection from the names considered by GovComm, we need to identify new people through Wikimedia sites and local press. A particular effort should be made to identify a potential Wikimedian from Wales and/or Scotland to serve on the board. A fifth candidate, who had put themselves forward in the previous week, was added to the list to be considered.
DECISION: The board agree to informal meetings with the candidates, with all board members and the CEO being given an opportunity to meet all of them in advance of any final decision of the full board.
There was then discussion of the procedure for interviewing candidates, and how to co-opt them at the September board meeting. AM was not happy for the entire decision on co-option being delegated away from the full board. There were discussions as to whether telephone interviews were possible. The process agreed was that:
- There will be informal meetings with the candidates
- MM will lead on this process, and update the board at a board phone meeting that will happen before September.
- At the September board meeting, the board will approve the co-options of those new trustees.
ACTION: MM to proceed as agreed with regards co-opting new board members.
ACTION: JD to advertise further for new trustees to improve the diversity of the board, specifically for Welsh, Irish, and Scottish trustees, as well as women, and Wikimedians.
Govcom current priorities
DECISION: to accept Govcom's recommendations as to its current priorities.
Draft tender specification for review consultant
DECISION: to approve the Govcom recommendation regarding the Governance audit for Wikimedia UK. JD to proceed. AM indicated that he would like to email his thoughts and views to MM/JD to clarify our exact specifications.
Other governance items were not discussed due to a lack of time.
DECISION: AM to take up the duties of Secretary
DECISION: The board extends its heartfelt thanks to Michael Peel for his excellent work as secretary over the previous years.
DECISION: The board meeting in September 2013 will be held in Edinburgh on 14-15 September. (post-meeting note: the location is to be decided as it is now unlikely to be Edinburgh.)
There was a discussion about who this should be in the future.
DECISION: The WCA position should be vacant at the current time.
ACTION: CK to ask the WCA to copy him in on correspondence, and include him at Wikimania.
ACTION: CK to communicate the WCA rep change to Fæ and to the Chapters Association
The minutes for the in-camera session held at the end of Sunday are recorded separately.
The meeting closed.
- Irrespective of his later resignation as a trustee