Minutes 2015-12-12
Board minutes 12 December 2015
The meeting was held at Wikimedia UK offices, Development House, London. The meeting opened at 10:15 with Michael Maggs in the Chair.
Present
Board members: Nancy Bell, Greyham Dawes, Josie Fraser, Gill Hamilton, Chris Keating, Michael Maggs, Nick Poole, Doug Taylor, Kate West
Wikimedia UK staff: Lucy Crompton-Reid (Chief Executive), Daria Cybulska (Head of Programmes and Evaluation)
Actions from the Board meeting of 12 December 2015
| Action | Who | When |
|---|---|---|
| Supply Board with review of residencies | Daria Cybulska | as soon as possible |
| Approach Martin Poulter regarding volunteer website updates | Lucy or a colleague at WMUK | as soon as possible |
| Advise WMUK if need for website updates required | The Board | as required |
| Supply Lucy with references to papers, articles or policies that are exemplars of open knowledge | The Board | as soon as possible |
| Work towards establishing direct debits | Lucy with input from Kate West | report on progress to March 2016 Board meeting |
| Review any associated banking issues and controls associated with membership | Lucy | repot to March 2016 Board meeting |
| Consider and review the Quarterly Report Card format and structure | Lucy | report to March 2016 Board meeting |
| Speak with Board members with fundraising experience to develop strategy further | Lucy | report to March 2016 Board meeting |
| Doug to discuss with Lucy opportunities for Board and staff editing sessions | Doug | report to March 2016 Board meeting |
| Contact auditors and invite to them to transfer responsibility to new firm. Subsequently advise the Board | Lucy | as soon as possible |
| Supply Lucy with briefings from appropriate authorities regarding Independent Examination | Greyham | as soon as possible |
| Lucy to liaise with ARC on bank access and authorisation limits and to advise auditors | Lucy | at next ARC meeting and reporting to next Board meeting |
| Advise the bank of additional trustee signatories and complete appropriate documentation as required | Lucy , with Doug and Josie | as soon as possible |
| Advise Companies House of Lucy’s directorship | Lucy | as soon as possible |
| Make staff aware of issues associated with VAT | Lucy | as soon as possible |
| Update public wiki with (a) Board Committee charters, (b) revised Trustee code of conduct and conflict of interest policies, and (c) new Committee Member code of conduct and conflict of interest policies | Michael | as soon as possible |
| Consider & discuss with trustees if there is benefit in an additional trustee attending Wikipedia Conference 2016 | Lucy | as soon as possible |
Housekeeping
Standing agenda items:
Apologies
Carol Campbell sent her apologies.
Declaration of interests
None
Approval of minutes of previous meeting and matters arising
The Minutes of the meeting of 12 September 2015 were agreed as accurate and approved.
Matters arising not on the agenda
Nick Poole asked for an update on Development House owner’s plans for redevelopment of the property. Lucy Crompton-Reid explained that Ethical Properties plan to sell Development House in 2017 and that Wikimedia UK will need to vacate the premises early 2017. Ethical Properties have exchanged contracts on a property in Bethnal Green and Lucy is exploring this as an option. Bethnal Green would have a smaller service charge but higher rent. Davina Johnson (WMUK Director of Finance and Operations) is scoping other options including moving to smaller premises and being housed in the property of another organisation. It was agreed that when options had been explored a plan for the move would need to be drawn up. Doug Taylor suggested Mozilla as option to explore.
Chief Executive reports
Chief Executive Quarterly Report
Lucy spoke to her report. Lucy spoke of her warm welcome from staff and the Board and already feeling at home in the organisation. She saw particular areas for priority being engaging and supporting the community and volunteers, enabling and supporting staff and diversification in fundraising. Lucy indicated that the current strategy is good and high level; however, she recommended that the strategic framework be reviewed before it is translated into a plan.
Programmes must focus on delivery and impact, and of course the Wikimedia Foundation (WMF) and Funds Dissemination Committee (FDC) require this.
Lucy reminded the Board of the impact of the recent restructuring and that staff has reduced from 14 to 8, and they are still bedding in and becoming familiar with their new roles.
Lucy recommended that Wikimedia UK develop its international role further and engage more with other Wikimedia Chapters. WMUK is the FDC's 2nd highest funded chapter and should therefore take on more of a leadership role in working with other Chapters. It was discussed that the Board needed to take a more proactive international role and engage more with the WMF Board, FDC and other Chapters.
Lucy indicated that relations between staff and the Board require development. It was discussed that the recent reorganisation has required the Board to closely manage WMUK and this has unsettled staff. It was agreed that now Lucy is in post she has responsibility for building a cohesive staff team and Board that works effectively together to the same goals.
Greyham raised concern that existing WMUK donors may not be aware that they are donating to WMUK and are assuming they are donating to WMF.
Programmes update
Daria has been working on, and has successfully established, two new Wikimedian-in-Residence partnerships at the University of Edinburgh and the Wellcome Library. Both of these roles are being fully funded by the organisations with WMUK being strategically involved.
Nick Poole asked if there was a “wish list” of organisations that we want to work with and whether we have been recording how we work with WiR as this would be useful to quantify the WiR relationships for FDC. Daria explained that partners must supply an impact report at the end of the Residency and that there is a review of residencies. Daria indicated that the Partnership Advisory Board would influence the “wish list” of organisations.
- Action: supply Board with review of residencies
- Who: Daria Cybulska
- When: as soon as possible
It was clarified that WMUK will continue funding the WiR programme and not not always rely on partnership organisations fully funding residencies.
Of the ongoing Residency projects the Museums, Galleries Scotland (MGS) residency was recently unsuccessful in a funding application for an extension, and it has also not been possible to secure additional external funding for the National Library of Wales residency, which is due to come to an end in January 2016. The board therefore agreed to an internal transfer of funds within the MGS project (from event expenses to salary, £8,500), and a transfer from underspent Bodleian Libraries WiR funds to an extension of the NLW post (£4688.75) The Bodleian Library will make an internal application for further funding for its Residency.
Doug Taylor indicated that WMUK should consider gathering metrics to support WiR programme from residency type work that volunteers undertake. Daria indicated that as independent volunteer initiatives are not coordinated by WMUK it is difficult to manage them and require them to supply impact and metrics reports.
Josie Fraser suggested that a “WiR package” could be considered that outlines the WiR product, indicates the benefits to organisations and funding options available.
Staff and Board update
Staff review processes are being put in place and the review cycle will be in line with the business planning and financial year. Reviews are expected to commence in the spring.
It was commented that some areas of the WMUK website require updating. Martin Poulter had previously indicated that volunteers may be willing to assist. The Board was reminded that if they are aware of out-of-date information on the website that staff should be informed.
- Action: approach Martin Poulter regarding volunteer website updates
- Who: Lucy or a colleague at WMUK
- When: as soon as possible
- Action: advise WMUK if need for website updates required
- Who: The Board
- When: as required
Communications and advocacy
Since the Head of External Relations left the organization in the autumn 2015 communications activities have been relatively quiet.
WMUK provides financial support along with other Chapters to Dimitar Dimitrov (Dimi) to advocate on policy changes at EU level. The intention is continue this support. Lucy was had a phone meeting with Dimi and is organising a planning session with Dimi, some staff and board members and volunteers in February 2016.
WMUK provides financial support for the work of Bekka Khan with the open sector which will conclude at the end of this financial year. Bekka’s output is captured in the Quarterly Report Cards. Lucy and Daria will meet with Bekka in early 2016 to discuss how to bring her work to a close effectively.
Lucy will meet with Heritage Lottery Fund (HLF) colleagues in the new year to influence and advocate for open knowledge in HLF funded projects.
It was discussed that WMUK should consider enhancing its educational role in open knowledge.
- Action: Supply Lucy with references to papers, articles or policies that are exemplars of open knowledge
- Who: The Board
- When: as soon as possible
Volunteer engagement
Lucy and Daria’s team are currently considering the development of volunteer engagement and communication. This requires considerable work and reflection. The Board will receive an update at the March 2016 meeting.
Daria has been working with Midas to develop openly licensed training modules.
Board, governance and supporting groups structure
WMUK Board of Trustees has two Board sub-committees, the Governance Committee (GovCom) and the Audit and Risk Committee (ARC).
A Partnership Advisory Board has been established to identify partnership opportunities. It will focus initially on the cultural heritage sector of galleries, libraries, archives and museums (GLAM) and also the education sector at all levels. The Partnership Advisory Board has a broader remit beyond these sectors.
The Grants Committee will now be known as the Evaluation Panel.
Advocacy, technical, education and diversity working groups are being worked on.
Nick Poole indicated that the diversity working group needs to be strategically framed. All working groups will have a remit and structure that is agreed and will be responsible for evaluating their own effectiveness.
Membership
Lucy and Doug have met to discuss improving membership numbers and member support. The charity has too few members, and membership fees raise negligible income. It was reiterated that there is a potential governance risk in having a small number of members. Given the number of users and editors of Wikipedia it is important to increase and promote membership. It was noted that WMUK still does not have direct debit facility to gather membership fees.
- Action: work towards establishing direct debits
- Who: Lucy with input from Kate West
- When: report on progress to March 2016 Board meeting
- Action: review any associated banking issues and controls associated with membership
- Who: Lucy
- When: report to March 2016 Board meeting.
Quarterly Report Card
The Quarterly Report Card (QRC) was discussed. The QRC is comprehensive, however is time consuming for staff to prepare and maintain. It was agreed that the QRC must be linked to the strategic aims and, for Board purposes, be a summary of activity. The Board needs to be aware of items that are flagged red.
It was commented that some metric are process driven rather than outcome driven. The Wikimedia Foundation and existing and future funders are interested in outcome metrics.
Doug raised concern that measured activity against the strategic goal G2a1 (We have a thriving community of WMUK volunteers) seems to have dropped. Daria explained that this is due to restructuring, changes to definitions and changes to how this activity is measured.
- Action: consider and review the Quarterly Report Card format and structure
- Who: Lucy
- When: report to March 2016 Board meeting
Discussion item - Draft Fundraising Strategy 2016-2019
Lucy spoke to the draft Fundraising Strategy 2016-2019 paper. Lucy indicated that more work needs to be done to finalise the strategy. However, the Board agreed that the draft strategy looked good and appropriate, and they thanked her for her work on it.
Nick suggested in the short term to prioritise and consolidate the existing revenue streams such as donors and membership while planning fundraising activities for the longer term.
Nancy suggested that working within complementary organisations that have similar mutual goals may be beneficial as funders often welcome and support consortium type funding applications. Also many funders are favourable to supporting open knowledge and information.
Other indirect funding opportunities should be considered such as pro bono support and secondments from other organisations.
Merchandising could be considered as a fundraising opportunity and has benefits in that it can help in building the profile of both WMUK and its community.
The idea of a WMUK Patron and/or Ambassador could be useful in supporting fundraising activities.
WMUK needs to develop its offer to different categories of donors from trusts and high value individuals to members, existing donors and friends.
- Action: speak with Board members with fundraising experience to develop strategy further
- Who: Lucy
- When: report to March 2016 Board meeting.
Consent item
The Charity Commission Annual Return 2015 was tabled and consented. It was confirmed that Nancy was named on the return. It was noted that WMUK has a single subsidiary company (Cultural Outreach Ltd) which, as it is non-trading, does not need to be registered on the Return. Cultural Outreach Ltd holds the Charity’s intellectual property (QRpedia).
Board In Camera Session
Board wiki (login required)
These are laid open to the extent possible.
The appraisal review mechanism of the Chief Executive was discussed.
The Chief Executive's progress to date was discussed.
Support of staff was discussed.
It was suggested that perhaps the Board and staff could come together for a team day, perhaps a joint editing session.
Action: Doug to discuss with Lucy opportunities for Board and staff editing sessions
Who: Doug
When: report to March 2016 Board meeting.
Board In Camera Ends
Lucy and Daria were invited back to the meeting. The Board indicated that they were very pleased with Lucy’s work to date. The Board recognised that it needs to work to rebuild relationships and trust with WMUK staff.
Lunch
Board Committee and Financial Reports
Audit and Risk Committee (ARC) report
In the absence of Carol, Greyham Dawes spoke to the ARC report. He indicated that ARC had identified several points that required the Board’s approval.
1. To formally appoint the new auditors
The Board unanimously approved the ARC recommendation to appoint the auditors Kingston Smith. Greyham indicated that he would expect them to handle the 2016 accounts.
2. To accept the resignation of existing auditors
Lucy will contact the existing auditors and invite to them to transfer responsibility to the newly-appointed firm. The Board unanimously agreed to accept resignation of the existing auditors.
- Action: Invite auditors to transfer responsibility to the newly-appointed firm. Subsequently advise the Board
- Who: Lucy
- When: as soon as possible
3. To accept the ARC recommendation that WMUK formally opt for an Independent Examination rather than an audit
Greyham explained that there is nothing inferior in an Independent Examination compared to an Audit. Lucy indicated that WMUK should inform and supply information to the Wikimedia Foundation to offer assurances that there is no drop in status from changing from Audit process to Independent Examination.
- Action: Supply Lucy with briefings from appropriate authorities regarding Independent Examination
- Who: Greyham
- When: as soon as possible
Nick queried the change from Audit to Independent Examination, and asked what would happen if there were a shortfall in funds in the future. He also queried if audited accounts might be required by funders. Greyham explained that Independent Examination gives an alternative, robust level of scrutiny that is designed to relieve small charities such as WMUK from the burden of full audit. Greyham indicated that he would be happy to explain to funders about Independent Examination and its level of scrutiny.
The Board approved ARC recommendation to adopt Independent Examination. Nick Poole and Chris Keating abstained. There were no dissensions.
4. To approve the 2016/17 budget
Greyham commented that the budget is balanced and cautious.
Greyham indicated that following changes should be made to the budget
- Line 104 Communications moves to Projects
- Line 70 Fundraising has its own category
- Line 106 General Contingencies has its own category above Expenditure.
Greyham indicated that ARC considers that overheads should not be loaded in to Gifts in Kind.
Nick asked about the VAT return. Greyham explained.
Nick asked what will happen if during the year the £60,000 income target doesn't look as if it will be met. Is there a trigger point at which the target would be reforecast? Greyham indicated that ARC will continue to review the income target throughout the year.
The Board unanimously approved the 2016/2017 budget, subject to the above changes.
5. To approve the bank mandate recommendations
Lucy presented a paper to Board regarding bank mandates, access and authorisations of payments. Only senior staff have permission to authorize payment, and for larger payments Trustees must also authorise.
Greyham recommended that the Board mandate Lucy to work with ARC on the access and authorisation limits and to ensure that UTB (the bank that WMUK uses) signing limits are revised accordingly.
- Action: Lucy to liaise with ARC on bank access and authorisation limits and to advise UTB
- Who: Lucy
- When: at next ARC meeting and reporting to next Board meeting
It was agreed that the wording in consultation and agreement with the Senior Management Team should be removed from the paper as otherwise it was theoretically possible that two senior staff could overrule the Chief Executive.
It was suggested that there should be more than three Trustee signatories (currently signatories are Chris, Greyham and Michael). Doug and Josie volunteered to be additional signatories.
- Action: advise bank of additional trustee signatories and complete appropriate documentation as required
- Who: Lucy , with Doug and Josie
- When: as soon as possible
The Board unanimously approved the Bank Mandate recommendations subject to the change to the wording.
6. To approve the amended ARC charter
The ARC Charter has been amended to reduce unnecessary detail.
The Board unanimously approved the amended ARC charter.
7. To appoint the CEO as a director of Cultural Outreach Limited
Cultural Outreach Limited is a non-trading subsidiary of WMUK which holds the intellectual property assets held in the QRpedia computer program. Mike Peel and Doug are currently directors.
The Board unanimously approved the appointment of Lucy as a non-employed director of Cultural Outreach Limited, on a pro bono basis with no remuneration as is required by our Articles of Association.
- Action: advise Companies House of Lucy’s directorship
- Who: Lucy
- When: as soon as possible
8. To appoint Megan Griffith Gray and Alistair McCapra as external members of ARC
The Board unanimously agreed the appointment for their special expertise of Megan Griffith Gray and Alistair McCapra as external (non-Trustee) members of ARC.
Quarterly Financial Management Report (QFMR) and narrative commentary
Lucy talked through the commentary of the QFMR and drew out the following highlights.
- WMUK’s financial position is better than budgeted, the deficit being lower than the £53,000 expected. There is a PAYE credit on the balance sheet of £2,000. WMUK has no outstanding debts and the reserves projection is £154,000.
- The Statement of Financial Activity fourth quarter forecast shows an underspend on programme activitties. Legal costs have been higher than expected. The underspend on programmes has been due to bedding in of the new staff structure and unavailability of staff. The expectation is that investment could be made in the forthcoming programmes at the Wellcome Library and the University of Edinburgh. The Communications post will not be replaced until the new financial year. Unexpected VAT on invoices has amounted to £9,000. Staff need to be aware of issues associated with VAT.
- Action: to make staff aware of issues associated with VAT
- Who: Lucy
- When: as soon as possible
- With the 12% funding reduction from the Wikimedia Foundation finances will be tight for the forthcoming financial year.
Proposed budget for 2016 –17
The proposed budget was previously discussed by the Board and unanimously approved under the ARC report action 4.
Governance Committee (GovCom) Report
The Governance Committee Report made several recommendations to the Board.
1. Appointment of Rosie Chapman
The Governance Committee recommended that the Board approve the appointment of Rosie Chapman as a external (non-trustee) member of the Committee. Rosie is a governance auditor and has had significant input to WMUK’s Governance changes.
The Board unanimously approved the appointment for her special expertise of Rosie Chapman as non-trustee member of the Governance Committee.
2. Adoption of revised Board committee charters
The Governance Committee recommended that the Board approves the adoption of the revised Board committee charters. The charters list the tasks that each Committee may undertake. The Charters needed revision following the 2015 AGM which amended the Articles to allow external (non-Trustee) board committee memberships.
- Governance Committee Charter proposed revision
The Board unanimously approved the revision to Governance Committee Charter.
- Audit and Risk Committee charter proposed revision
It was noted that the revision to Audit and Risk Committee Charter had already been approved earlier in the meeting.
3. Adoption of a revised Trustee Code of Conduct policy and a revised Trustee Conflict of Interest policy
The Governance Committee recommended that the Board approves the adoption of a revised Trustee Code of Conduct policy and a revised Trustee Conflict of Interest policy. The main intent of the revisions is:
- to update the policies to include the current version of the Nolan Principles and the latest Charity Commission recommendations
- to ensure compliance with the articles, including changes made at the 2015 AGM
- to clarify actions in the event of breach
- to make it clear that the duty of confidentiality continues after a trustee has left the board
- to improve logical structure and remove duplication.
- Trustee Code of Conduct proposed revision
- Trustee Conflict of Interest proposed revision
The Board unanimously approved the revision to the Trustee Code of Conduct.
After discussion the Board unanimously approved the revision to the revised Trustee Conflict of Interest Policy subject to removal of the lines current membership of any political party and current or recent party-political activism (but not minor donations, nor voting history or intentions), as membership of political parties is considered a private matter. Trustees will still be expected of course to declare all relevant interests, political or otherwise, at each Board meeting.
5. Adoption of revised Committee Member policies
The Governance Committee recommended that the Board approves the adoption of new Committee Member Code of Conduct and Conflict of Interest policies, to cover the new non-trustee members of the board committees. Members are expected to sign up to the Nolan Principles, but not to all the detailed and rigorous requirements that we impose on trustees.
These draft policies have been reviewed by and are acceptable to the non-trustee members we have appointed to Govcom and ARC.
The Board unanimously approved the new Committee Member Code of Conduct.
After discussion the Board unanimously approved the revision to the new Committee Member Conflict of Interest Policy subject to removal of the lines current membership of any political party and current or recent party-political activism (but not minor donations, nor voting history or intentions), as membership of political parties is considered a private matter. Committee Members will be expected of course to declare all relevant interests, political or otherwise, at each Committee meeting.
- Action: Update wiki with Board Committee charters, updated Trustee code of conduct and conflict of interest policies, and new Committee Member code of conduct and conflict of interest policies
- Who: Michael Maggs
- When: as soon as possible
6. Trustee succession planning
The Governance Committee wants to move from a two year to a three year standard period of office for Trustees to better facilitate succession planning. Two years is too short when considered against best governance practice recommendations as it means that half the Board changes each year. Such a change to the period of office for Trustees must go the the Annual General Meeting for approval. GovCom will work further on the detail of the proposal and will consider if such a change should be recommended to apply to current trustees. The Board agreeed in principle to extension to three years and asked Govcom to come back to the Board with a detailed recommendation, ready for approval for the June 2016 Board meeting.
- Action: further consider change of period of office for Trustees and whether proposed changes, if approved, would apply to existing Trustees. Report back to Board
- Who: GovCom
- When: June 2016 Board meeting
7. Process for membership approvals
The Board unanimously approved the rewording of the membership renewal policy
There is concern about the length of time it currently takes to process membership applications. It was agreed that applications should be processed as soon as possible and if applications require to be reviewed by the Board, then a quorate group of Trustees could called upon rather than wait for the next Board meeting.
8. Proposed date of Annual General Meeting 2016
The Board unanimously approved GovCom’s proposed date of 9 July 2016 for the next WMUK Annual General Meeting.
9. Review of the Articles of Association
Due to other priorities GovCom recommended reversing the Board's previous decision to undertake a full review of the Articles of Association in 2016.
The Board unanimously approved the postponement of the review of the Articles.
10. Wikimedia Conference 2016
Lucy, Daria and Michael are scheduled to attend the Wikimedia Conference 2016, in Berlin. It was discussed that there may be value in having another trustee attend in particular to engage with international colleagues and chapters. It was agreed however that this should be at Lucy’s discretion.
The Board unanimously approved Lucy, Daria and Michael’s attendance at the conference.
- Action: consider and discuss with trustees if there is benefit in an additional trustee attending
- Who: Lucy
- When: as soon as possible
Any other business
Nick asked whether we have informed our community and the Foundation of the completion of the governance improvements suggested by Compass and Rosie Chapman. Michael confirmed that that had been done some time ago.
Daria indicated that she enjoyed being involved in the meeting and found it valuable.
The meeting closed at 15.30.
Date of next meeting
Saturday 12th March 2016 at The National Archives, London.