Minutes 2018-03-10

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Comment These minutes are in draft. They have not yet been formally approved, and they may not accurately reflect the discussions and decisions from the meeting.

Board minutes 10th March 2018

The meeting was held at Europoint in London with Josie Fraser in the Chair.

Housekeeping

Present

Board Members: Josie Fraser, Carol Campbell, Lorna Campbell, Greyham Dawes, Jordan Landes, Michael Maggs, Nick Poole, Doug Taylor, Kate West; Wikimedia UK staff in attendance: Lucy Crompton-Reid, Daria Cybulska, Davina Johnson, Katie Crampton (minutes)

Apologies

Nancy Bell

Actions log
Actions Person Responsible Status
1. Action for Doug to log time spent supporting the recent Google competition as a volunteer. Doug
2. Action for Lucy to send Welsh Baccalaureate information to Josie. Lucy
3 . Advance timeline of AGM to allow for finance reports to be approved for the statutory reports, and send timeline to Greyham for approval. Lucy/Sandy and Katie
4. Lucy to make Sandy aware of Financial procedures and policies to be discussed at next Board. Lucy Complete
5. 13. 2 of Finance Policy - there’s a question mark to be removed. Davina Complete
6. To develop Memorandum of Understanding between WMUK and the Wales User Group. Lucy/Sandy and Board Drafted
7. Action to look into sending Doug to the launch of Welsh user group. Doug and Katie Complete
8. Lucy to make minor edits to crisis communications plan. Lucy Complete
9.  For all trustees to review the formal meetup page and put themselves forward for some. Lucy to send relevant wiki page to Josie. Board, Lucy and Josie
10. Action for Katie to forward links to board for ARC Chair/Treasurer role, and action for board members to use networks to advertise. Katie and Board Complete
11. Action for Katie to ask Foundation about their online voting tools. Katie Complete
Declaration of interest

No declarations of interest were made.

Minutes of the previous meeting

The minutes from the last board meeting were approved.

Matters Arising

No matters arising.

Chief executive's report

Lucy presented some of the highlights of the report, including:

  • After a long period of discussion and advocacy, led by Robin but involving Jason Evans and others, Wikipedia is now part of the Welsh Baccalaureate
  • Daria was commended by Lucy for her work on the longer term impact of residencies, which will be published soon
  • Postcards about Wikimedia UK are at the design stage
  • We’re working with the University of Edinburgh on a publication about Wikimedia in education, which will feature UK case studies
  • The Wikidata hackathon and Lucy and Katherine Maher’s evening event at Newspeak House in February were both well attended and very successful. John did a lot of work planning and promoting these events
  • The Independent featured a ‘long read’ article about Wikimedia UK and Wikipedia following an interview with John
  • Lucy was interviewed by CILIP for an article in the March 2018 edition of the Information Professional. We also had a visit from the Director of External Relations from CILIP, to share practice and get new ideas
  • There has been a lot of recruitment going on in the past few months and we have appointed an Interim Chief Executive (Sandy Balfour, starting on 19th March), an Interim London Coordinator (Hannah Evans, starting 1st March) and a Scotland Coordinator.

Doug shared with the board that over Christmas, Doug was involved in a Google coding competition as a Wikimedia mentor. He is also attending the Wikimedia Conference in Berlin in April as a representative of WikiMed, but will also be delivering board training.

Nick wondered whether our high performance against targets over the past two years was anomalous or sustainable? Lucy explained that we have previously been criticised for failing to meet targets (which were felt to be too low in the first place), and so this is a relatively recent development, and setting targets had become a fine balance to strike. We are anticipating there may be dips in delivery in 2018 for staffing reasons so we are probably less likely to exceed our targets for the year. Daria commented that the rise of Wikidata has been quite unprecedented, and that Wales makes a significant contribution to our overall performance against targets.

Lucy has been briefed by Dimi on a current issue regarding safeguarding public domain and has been in touch with the UK MEP Sajjid Karim about this.

Lucy also mentioned that she had been contacted by the British Science Association regarding the All Party Parliamentary Group they are setting up on diversity and inclusion in STEM, after a member of staff saw one of her recent conference presentations. Lucy had a great meeting with them and has been invited to join this group.

Lucy informed the board that her talk at the REMIX summit had inspired a leading Netherlands museum to get in touch with Wikimedia Netherlands about a potential partnership.

Josie commented that this is a heartening report, and thanked Lucy, Daria and the rest of the team for their work.

Q4 performance report

As the Q4 report represents the full year we can feel very pleased with our delivery against targets this year. The only indicators where we fell short of our target were the volunteer survey metrics, however these were still very encouraging.

Daria gave her highlights from the report, including:

  • The diversity of files being uploaded to Wikipedia, including the sound recordings from Wiki Mon in Anglesey
  • The richness of the partnership with Edinburgh University, who are delivering in different areas including diversity and Wikidata as well as Wikipedia in the Classroom.
  • The Wiki Health project in Wales, which is a featured case study in the Q4 report and well worth reading.
  • Wicipedia Cymraeg is about to reach 100,000 articles, which is a big milestone for a minority language Wikipedia.

Lucy gave a brief update on the project with Amnesty, which is led by Wikimedia UK but will involve international partners from Wikimedia and Amnesty, with events taking place in May/June. Lucy and Stuart have met with the Wikimedia Foundation communications team about how to capitalise on this from a media perspective, which Sandy will support.

Nick shared that CILIP has previously worked with Amnesty and whilst they are great partners, there’s a risk that the media or other stakeholders will interpret a partnership with Amnesty as blanket agreement with all their work and methods. Lucy thanked him and said it was very helpful to be aware of this as a potential risk.

Greyham asked how Wikimedia UK were going to reflect the charity’s high level of performance report in our annual report, and specifically the high number of volunteer hours that will be valuable to flag up. Lucy replied that we would base the report on the past few years, which focus on delivery against our strategic goals, and that Sandy has significant experience of writing and creating engaging reports.

Sub Committees

ARC report

Carol presented the report from the recent ARC meeting.

We have ended the financial year 2017/18 with a surplus of around £12k against a budgeted deficit.

The budget for 2018/19 was one of the key discussion points of the ARC meeting and some adjustments have been made on advice of Carol and Greyham. The charity is budgeting for a small deficit for the year of £12k.

It was noted that ARC are very happy about the increase of project expenditure over the past two years, which they asked to be recorded as a real achievement of Lucy and the team.

ARC is happy to agree the budget and would like to recommend this to the board for their approval.

Nick questioned whether the board should be signing off a deficit budget for a second year running and asked if this was connected to growing the organisation. Lucy responded that last year a budget deficit has been agreed because of the office move - although we had actually ended the year in surplus - and that the budgeted deficit this year is mainly due to two out of three senior staff going on leave during the year. She also pointed out that we have a contingency of £10,000 that we haven’t spent in the past two years.

The fully absorbed departmental budget for 2018/19 was unanimously approved by the board.

Carol reported that ARC had looked at the newly drafted Financial Procedures, and that an updated version would be brought to ARC’s next meeting.

ARC is satisfied on the progress that is being made to prepare for the GDPR.

ARC is satisfied with the Risk Register. This was reviewed in detail at the December meeting, with only the Major Risks considered at the recent meeting. However it was noted that we’ve been carrying similar major risks for quite a while, so it might be helpful to have a fresh pair of eyes on these to ensure we’re not missing potential risks that need to be covered.

There was a discussion about the risks related to membership and the AGM, particularly the possibility of the AGM not being quorate; however Lucy shared the progress that has been made in terms of securing a high profile partner venue (the Natural History Museum) and meeting with several companies who offer online voting.

The recruitment spend for a new Treasurer/Chair of ARC has been agreed.

The engagement of Kingston Smith as our auditors (rather than Independent Examiners) needs to be approved by the board, and it was unanimously agreed by the board that the letter of engagement should be signed.

The request for a capital budget (for computers) was approved at ARC.

Board commended the staff for their work in relation to ARC, particularly Davina and Lucy’s reports and commentary.

Discussion Items

Statutory Accounts

Greyham recommends that we have a Companies Act audit now that annual audit is a Wikimedia Foundation requirement (rather than a Charities Act audit which would otherwise apply) this year, which with the audit report then addressed to the company members by law (i.e., not just to the Board) would increase transparency for members and would be fully compliant; and that we continue to adopt Section 1A of FRS102 as we are entitled to do under the "Small Companies Regime". He also recommends that we take the Companies Act option to produce and distribute a Strategic Report in statutory form (the material for which is all in the Trustees' report) – thus replacing our usual non-statutory Annual Review - whilst still allowing access to the full Annual Report and Accounts for everyone who does wish to have them. The Board had no objections to turning the Annual Review into a statutory Strategic Report, assuming that this wouldn’t present an issue for trusts and foundations, and that it wouldn’t put a major strain on timelines. Action point for Lucy to circulate draft timetable for the production of the Annual Report and a Strategic Report. The Board unanimously agreed to adopt these recommendations and not to claim company audit exemption for 2017/18, given that this will not affect the audit costs in any case.

Data security and GDPR

Our work on adopting the new GDPR rules is ongoing and was discussed at the recent ARC meeting. One key question remains as to how we treat the data of former donors, as there are different views on this - with Greyham’s view that contacting former donors will continue to represent lawful processing of information given the past/existing relationship.

Lucy led a discussion on GDPR at the recent Executive Directors’ meeting in Utrecht as this affects other chapters too, and there are varying levels of engagement with the issue. There was also a discussion about how GDPR affects the Foundation’s fundraising, given that they are in contact with a lot of existing and previous donors based within the EU.

Greyham noted that we will need to consider the risk rating for GDPR at the point of finalising our financial statements. It’s currently at 14, which is amber but just below the red (major risk) rating.

Davina has been mapping out our data security and is also working with our developer Tom on the planned server migration in Q1 from Rackspace to Amazon Web Services. This will see our external hosting costs come down significantly and is also considered to be a more modern platform.

Finance Policy

The new Finance Policy was drafted by Davina with some input from Lucy and Rich Matthews. It was discussed by ARC in the December meeting and an updated version was circulated for community consultation in February. This is an opportunity for the board to make suggestions for changes and hopefully to approve the policy.

13. 2 - question mark to be removed (typo). There was also a discussion about staff having to agree to the organisation reclaiming monies relating to the improper use of company cards but it was agreed that this should remain.

The Board unanimously approved the adoption of the Finance Policy.

Wales User Group

Lucy talked to her paper on the creation of Grŵp Defnyddwyr Cymuned Wicimedia Cymru/Wikimedia Community User Group Wales. The board agreed to her proposed next steps, including supporting and promote the user group launch in March, updating Robin’s job description and developing an MOU between the Chapter and the User Group.

As part of the discussion Lucy confirmed that any activity delivered by the User Group would count towards Wikimedia UK’s targets if this had been supported by Wikimedia UK in terms of staff time or other resources.

Josie is unable to attend the small launch event for the user group, which will be on 27th March at the National Library of Wales, however Doug may be able to attend.

Crisis Communications Plan

Lucy has been planning to create a Crisis Communications Plan for a little while and felt that her impending maternity leave was a good time to formalise existing mechanisms, to make it easier and clearer for her replacement in the event of a significant media issue.

Doug asked if the plan had been shared with potential volunteer spokespeople and Lucy confirmed that she would do this once the board had agreed the basic premise of the plan, and ask volunteers to reconfirm their willingness to be involved. Ideally we would do some more media training with staff, trustees and volunteers, although that may not be possible within this financial year.

Nick felt that it was a good plan, but suggested that we insert something about how we verify that something is actually a crisis.

It was suggested that all of the staff team need to be aware of the plan and Lucy responded that they would be, but that the document is essentially a reflection of our current culture and practice. In particular, staff and trustees know not to respond directly to press enquiries but to pass these to Lucy.

Lucy will share the paper with the press team at the Wikimedia Foundation and use this as an opportunity to remind them of the importance of sharing with us any media issues that arise connected with the UK at the earliest opportunity (as this hasn’t always happened in the past).

The board are all happy with the paper and approve the plan, subject to Lucy making the minor changes discussed.

Strategic Planning

Lucy talked to her paper on the proposed approach to developing our next three to five year strategy, from February 2019. As part of this, Lucy also gave the board a short update on the movement strategy process following her attendance at the recent Executive Directors meeting in Utrecht, where Nicole Ebber gave a presentation on the current thinking and roadmap for the next few years. One of the issues within the current proposal is about user groups, which will often be drawn from existing staff teams. It needs to be made clear that these need to be properly resourced as otherwise it represents a capacity issue for chapters.

There was a discussion about Wikimedia UK’s future work in the context of the movement priorities of knowledge equity and infrastructure; and in particular, whether we need to develop the technical side of our programme.

Lucy outlined the planned timescale in terms of Wikimedia UK’s strategy planning and said that she would be working on this on some of her Keeping in Touch days whilst on maternity leave. The board were happy with the proposed approach, but wanted Lucy to be mindful of the fact that she will be on leave and can’t take on too much.

Updated business plan

Lucy has updated the three year strategy to make it relevant for 2018/19, with a revised introduction, external context section, programmes and targets etc - however the strategic framework itself remains the same as previously agreed.

The board unanimously approved the updated business plan.

A discussion arose about volunteer engagement and it was suggested that attending meetups, perhaps on an annual basis, should be part of the requirement of trustees. Lucy responded that this would be very positive as volunteers notice and appreciate staff and board attendance at these kind of events. Lucy also mentioned that Hannah, our new Programme Coordinator, has come from a volunteer-driven campaigning background and may have some new ideas for volunteer engagement.

GovCom report

A lot of the discussion items have been covered by other agenda items, and the minutes/action points are now somewhat out of date as the meeting was held over a month ago. One key point to note is the decision to use TPP Recruitment to support the appointment of the ARC Chair/Treasurer - which represents a more financially manageable option at the same time as giving us access to a wider network than advertising alone would bring. Action for board members to promote the role amongst their own network once the advert has gone links - Katie to send relevant links to the board in due course.

AGM

Lucy is very pleased that the Natural History Museum responded positively to her proposal to hold our AGM at the museum, as a partnership event. They have confirmed that they can offer the space to us pro bono as well as some of Laurence Livermore’s time to work on the event. Nick mentioned that the lecture theatre is an excellent space.

Organisational Membership

Lucy has created a page for organisational members and John has created a logo. We need developer input to make some changes to the online application/payment function but emails will be going out to the first tranche of potential organisational members as soon as this has been resolved.

Online voting

Lucy and Katie have meetings coming up with two external companies that provide online voting services, and will also in house options. Doug suggested also speaking to the Foundation about the tool they use for elections.

Bank authorisations/Credit Card

Whilst Lucy and Davina are away Sandy will need to be able to make bank payments and therefore needs setting up on our system, which required board approval. Lucy also noted that trustees with bank authorisation are likely to be called upon more over the next few months, particularly when both Lucy and Davina are away.

The Board unanimously agreed that Sandy Balfour should be given online banking authorisation at the same level as the substantive Chief Executive.

Lucy would like to suggest that Josie has a company credit to streamline the process of booking travel and accommodation and to ensure that flight bookings etc can be made as needed (particularly while Lucy is away, as other staff won’t have access to her card during that time). This was informally approved by Carol and Greyham, and formally approved by the Board.

AOB

Suggestion to review meeting and build this into the end of all board meetings.

Kate commented that the papers this time were quite close to the time of the board but usually they go out earlier.

Nick noted that we’ve had a few items that for the last few boards have gone through unanimously and this could be a concern, so need to be aware of whether we’re giving them the proper scrutiny. Several trustees responded that they feel sufficient time is given to these items for an appropriate level of scrutiny.

Josie gave feedback from an informal Chairs Meeting that she attended in Utrecht in February. The main topics were board management and staff appointments, and the movement strategy. It was a good opportunity to meet and build networks with other chapters.

Josie is going to be giving a keynote at the annual CILIP copyright conference,, and will talk about open knowledge.

Cetlic Knot conference is coming up in July, which Josie will attend on behalf of the board.

Lorna ia keynoting at OER18 and at the FLOSS conference. She is the only woman in the FLOSS conference line up.

Date of next meeting

Thursday 14th of June in the evening