Minutes 2014-03-08

These minutes were approved at the Board meeting on 7 June 2014.

Minutes of the Board meeting held at Development House on 8 March 2014 at 9:00 am.

Members:

• Michael Maggs - MM (Chair)
• Greyham Dawes - GD (Treasurer)
• Alastair McCapra - AMc
• Chris Keating - CK
• Saad Choudri - SC
• Carol Campbell - CC
• Kate West - KW
• Padmini Ray-Murray - PR
• Simon Knight - SK
• Joseph Seddon - JS

In attendance:

• Jon Davies - JD
• Richard Symonds - RS (minutes)
• Ed Saperia - ES (part time)
• James Knight - JK (part time)

Welcome

MM welcomed everyone to the meeting. He noted that all but SC were in attendance - SC had notified the Board that, due to traffic, he would be late.

There was a short (20 minute) Board-only in-camera session, during which SC arrived.

Apologies for Absence

MM noted that, with SC's arrival, there were no apologies.

Approval of previous minutes

There were no objections to approving the minutes of the previous board meeting, listed as Minutes 7Dec13 and Minutes 8Dec13.

Matters Arising

GD asked whether the Board would be approving the Anti-Bribery policy today. It was decided that ARC will send around a proposal by email on for the Board to vote on on wiki.

ACTION 2014-1: ARC will send around a proposal for the Anti-Bribery policy by email for the board to vote on online.

Approval of Agenda

The agenda for this meeting was approved, nem con.

Declarations of Interest

There were no declarations of interest.

Transparency Issues

MM led the Board through a brief description of issues of transparency which had been raised on the Engine Room. GD raised his concern that, if it is to be publicly known which way trustees cast their votes, then it would also be necessary to properly minute the reasons for an individual trustee dissenting, and that the trustee in question must be satisfied that the reasons for their vote were properly recorded. That was accepted.

Proposal 1

Unless there is a need for confidentiality, the public record of each Board vote will indicate the way in which each trustee voted or abstained.

MM raised the proposal.

DECISION:Proposal 1 passed unanimously.

Proposal 2

Board resolutions between meetings are dealt with by means of an on-wiki vote. Unless there is a need for confidentiality, such votes and the corresponding discussions will take place on WMUK's public wiki. Where a confidential vote is required, a record of the vote will be made public to the extent possible.

GD offered an slightly different wording, where the voting results are described at the next Board meeting, in line with current practice in other organisations. There was a general concern that this could result in a three month delay in decisions being made public. CC would like all of the Board decisions to be seen in one place, to ensure transparency.

CK was worried that it may not always be apparent when confidentiality is needed before a discussion develops, and so such discussions would be difficult to have publicly. SK agreed: he said that he would like to be able to speak openly to the Board. After some discussion, it was agreed to amend Proposal 2 to remove the words "and the corresponding discussions", resulting in Proposal 2 reading:

Proposal 2 (as amended)

Board resolutions between meetings are dealt with by means of an on-wiki vote. Unless there is a need for confidentiality, such votes will take place on WMUK's public wiki. Where a confidential vote is required, a record of the vote will be made public to the extent possible.

DECISION: Proposal 2 (as amended) passed unanimously.

Chief Executive Reports

QFMR

There were a few comments on the QFMR:

• SK would have found it useful for the cover sheet to have a brief description of staffing.
• Regarding point 4, GD would like the staff overspend breakdown as a matter of urgency.
• GD raised a question on point 3: his recollection was that, at the Edinburgh Board meeting, it was agreed that spending in Q4 would accelerate. The minutes were checked: the agreement was that spending would be "prudent". GD's recollection, however, was that this also included budget acceleration, and he was concerned that the minutes of the Edinburgh might be construed as meaning that the charity was considering spending quickly but imprudently, which was not the case. MM did not feel that this was the case either.
• SK noted the ARCs point that a reduction in expenditure is likely to lead to a reduction in FDC funding in the future: he believes we should be mindful of this in balancing fundraising and spending.
• AMc also raised the issue of relatively low project spends. GD responded that the governance costs have been refined down to bring them down to £62k in line with the Charities SoRP: this is actually a reduction from last year as a percentage of our overall spend, after the WMF grant is properly excluded. AMc made the point that the high on-costs on the grants budget are not necessarily a failure point, but a learning point - we need to expand our grant-giving.
• MM asked that the Charity efficiency figures - the percentages on page 2 of the QFMR - be included in the annual report.

ACTION 2014-2:: JD to ensure that the Charity efficiency figures - the percentages on page 2 of the QFMR - are included in the both the glossy and statutory annual reports.

• MM asked about the written comment which seemed to suggest that reserves should be increased from the current low level - JD said that this is a delicate operation which would involve "prudent spending". CK raised the point that this is partly as a result of the budget that the Board approved in December, as a result there is little fundraising activity planned for this year. This, in CK's view, is something that we may have to live with, given that we approved the budget. GD emphasised that this low level of reserves still too close for comfort. He recommended that we try to improve our fundraising for this year. CC was not happy at the assumption that a cut in our FDC grant would result in us cutting expenditure on charitable projects - she wants to see a big increase in fundraising too.

AMc then asked when we might know if we are able to fundraise through the Wikipedia banners. Jon said that this would have an answer, he thinks, by 1 May 2014. The WMF finance team have said that there is no reason that we cannot become payment processors again - we expect the legal team to say the same. However, the WMF's Executive Director has the final say in whether it happens: there is no appeal beyond her.

JS asked about our direct debits: are these our funds or movement funds? He was concerned that we must be able to retain all the funds we receive if we do payment process. GD explained that legally, any funds donated to us are our funds, as we control the spending, and we can claim Gift Aid on it. Any grants to other organisations in the movement would have to be at our discretion, not at the discretion of the WMF. This may be a future issue if we become part of the fundraiser: if this becomes an issue we will have to discuss it as a full Board in the future.

Risk Register

JD said that this was discussed fully at the ARC who agreed it. CK was not happy with it: he said that we have discussed four serious risks already, none of which are in the plan:

1. Our reserves are reducing
2. We were not spending to plan
3. There are questions about whether the WMF will continue to agree our future FDC settlement
4. There are serious questions as to if we are able to deliver all of our goals, because of our partner institutions' capacity.

JD replied:

1. He does not think that the reserve issue is a huge risk because of our ongoing direct debits, and because the FDC will likely back us up in troubling problems.
2. We have freed up budgets - these are now more flexible - and had much better accounting this year.
3. FDC - Jon does not think this is a huge risk as long as we continue to deliver our programme. He believes that the FDC and WMF are likely to continue funding us at least at current levels.
4. We have freed up budgets - these are now more flexible - and as a result, we can focus our spending on different institutions more easily.

GD replied that point 4.7 in the risk register covers CK's revenue concern - he believes that seeing the full risk register is much better. CK pointed out that the risks we have already discussed are not in the register the board have seen. The Board discussed whether or not to review the full register after the problems raised by CK.

CK proposed an action:

ACTION 2014-3:: CK to review the risk register and say why he thinks some of the numbers are wrong, and give his views to the ARC for them to review. ARC will take a view on whether to increase the number of risks reported on.

ACTION 2014-4:: JD and GD to review the Risk Register, and also ensure that all typos are corrected.

Chief Executive Quarterly Report

The first discussion was to approve New Members - this was approved by the Board, who were very impressed at the increase in numbers and thanked those concerned.

ACTION 2014-5:: JD to include membership increase in our Trustees Annual Report & Annual Review.

There were discussions about Wici Cymru, who, although they have funding, do not have charitable status, as it has been declined. There are other options which Jon is exploring. GD would like to know on which basis they were rejected to charity status, so that he and KW can help.

There was a fair amount of discussion about the CEO and Staff report: MM was not happy that this was more of a 'staff' report than a 'CEO' report. There was a discussion on discarding the CEO and Staff report.

The traffic light report was checked over: CK was a little disappointed that there were no real reports on 2014-15 yet.

In future, the Board agreed that it did not need to see the pink staff report. It would like future CEO reports to take the Strategic Plan as their basis and give the Board an indication of what progress was being made towards the delivery of the operational plan and the objectives which supported it. They would also like at least part of future CEO reports to look forward to the anticipated activities and issues of the coming quarter, rather than only reporting on activities which had already taken place.

ACTION 2014-6:: JD to note for the formatting of future CEO reports.

Board Engagement with Preparation of the Charity's Annual Report

ACTION 2014-8: GD would like JD to cut the Wales section of the Annual Report back a bit - it needs balancing with other important budgets. He would also like more 'forward looking' information generally.

ACTION 2014-9: JD to send around an online version of the Annual Report for people to review.

ACTION 2014-10:: PM, CC, GD, AM and MM to contribute to preparation of Annual Report.

Office in camera session

There was an in-camera session which was not publicly minuted.

Board Committee Reports

Governance Committee

Govcom is asking for a series of Board decisions based on the Hudson recommendations.

1. The first is that the term for Chair is set to the same period as trustees generally.

   DECISION: MM proposed that the term for Chair be set to the same period as trustees generally. This was passed unanimously.

2. At present, Govcom's charter says that the committee should not be chaired by the Chair of trustees. Govcom suggests that this be changed so that the Chair of trustees is also the Chair of Govcom, both for efficiency and also in order that we comply with Hudson recommendation 7.

   DECISION: It was proposed that Govcom be asked to suggest an amendment to its own charter to allow the Chair of the Board to be Chair of Govcom. This was passed unanimously.

ACTION:: Govcom minutes for 8 Mar to be amended to replace 'CK' with 'KW'.

There was a brief discussion of the registration in Scotland issue, but the Board were not concerned by this. AMc will be discussing the Scotland issue with Mike Peel.

The Board noted that Cultural Outreach Limited now has Doug Taylor and Mike Peel as directors too, although Mike Peel's directorship is yet to be confirmed through Companies House.

Audit & Risk Committee

The Board noted the ARC report. CK noted his thanks and high esteem for the ARC's work. There was a very brief in-camera session.

Volunteer Committee Reports

There was an open discussion on the operation of the off-board committees.

AMc asked: why do we need to consult Fae on the purchase of Rackspace (server costs)? The answer was that the proposal to buy Rackspace had come from Fae, and the intention had been to use the server for community FTP upload. However he had not given any recent indication that he was still interested in this.

In MM's view, the education and tech committees have both run into problems with chairing and are struggling with their remits. He feels that they don't have "proper" remits and, because they have yet to be clarified, there is no driving force to keep things going between meetings. SK noted that it is not clear to the committees what the mechanism for them to report what their recommendations are, nor who is in charge of producing them.

There were thoughts from the Board as to whether having "working groups" rather than wide-ranging committees would be useful. MM felt that some of the committees - particularly tech - could be much more strategic and ambitious in their ideas.

CC felt that this should be something that is handled by the CEO, rather than the Board. JD replied that there is a tension between the staff and volunteers as to who should run the committees. JD is very much in favour of committees formed of volunteers, but he admits that there are problems at present which Govcom may be able to deal with. JS felt that it's important to have staff in charge, to take the flak and make decisions.

MM thanked the board for its comments and said that the issue will go back to Govcom, who will produce something more definite for discussion and agreement.

Fundraising Report

This report was written by Katherine Bavage. It explained that we are ready to payment process - ie take part in the fundraiser - in 2014. The Board's overall view was that it was "excellent", and they thanked Katherine for it. Before the report goes public, individual trustees will feed back potential drafting changes to Katherine Bavage, copying in Jon.

DECISION: The Board was happy to endorse the Fundraising report, provided that some minor changes are made, which trustees will email to Katherine.

ACTION: JD to work on item 49 of the Hudson review.

Five Year Strategy

GD was concerned that the KPIs may be too numerous - he would like us to consider which are important and which are not. The strategy is intended effectively to be fixed until 2019 - although we do not rule out amending it should the charity's circumstances change significantly during that period. GD would like to rename the 'Measures and Targets' page to 'Strategy Monitoring Plan', which was agreed. The rest of the document should be referred to as the 'Strategy'.

CK proposed to adopt the tabled papers.

DECISION: To adopt the tabled papers.

Vice Chair

There was a discussion on the specific role on the board of the chair. It was agreed that, regardless of the role definition, a vice chair is needed in order to support the chair. There were two candidates for vice chair, SK and KW. They left the room and, after a discussion, Simon Knight was elected as Vice Chair. SK and KW then re-entered.

Wikimania

The Wikimania team (ES and JK) joined the meeting, and explained their progress with Wikimania. The Wikimania Team asked for support on three major projects which they are promoting as part of Wikimania:

1. Education
2. Tech Community Manager
3. Open Access Reader

Wikimania team are happy to market the charity, but they need a product to "sell". JD said that there is an abundance of ideas, some that are relatively new and need consideration - he also noted that we do also have a core programme to deliver. He said that he could come up with recommendations on how to take the three above opportunities, and fit them into the strategy and this year's budget, but it would take two or three weeks.

ACTION: JS, AMc, SK & JD to discuss this after the meeting. How much funding can we get to support these events?

ACTION: Ed Saperia to write three high-level paragraphs about these three ideas, and send them to JD, so that he can work them into a plan.

The meeting closed at approximately 16:00.