Minutes 2019-07-01
Board meeting 1st July 2019 5:30pm, Wikimedia UK Offices, Europoint House
Housekeeping
Attending
Board: Josie Fraser (in Chair), Kate West, Doug Taylor, Michael Maggs, Jane Carlin, Marnie Woodward, Nick Poole, Lorna Campbell, Sangeet Bhullar
Staff: Lucy Crompton-Reid, Daria Cybulska, Davina Johnson, Katie Crampton (minuting)
Observer: Andrea Chandler
Apologies
None.
The board meeting started with a brief introduction of everyone in attendance for AC’s benefit.
Minutes of the last meeting
The minutes of the last meeting were approved.
CEO’s report
Lucy gave the CEO report, the full version of which can be found here.
Wikimedia UK is now delivering programme activity in line with our new strategic aims for 2019 - 2022. Daria and Lucy are continuing to explore ideas for metrics that will enable us to effectively measure our impact in the four strategic aims as well as our outputs, the current thinking for which can be found in the quarterly report. This has been informed by our three year report on the last strategy, with Lucy noting that Wikimedia UK is the only chapter that has done this kind of longer term evaluation.
Lucy thanked Josie for the introduction to SOAS, where she met with the new Director of the Centre for Innovation in Teaching and Learning.
Lucy highlighted the editathon with Adidas in May - which attracted a high level of positive attention on Twitter - as we’re expecting a charitable donation from Adidas following the event. Before accepting the donation, Lucy contacted Josie and the Foundation, and after the event it was raised at ARC. Nick suggested that that there can be evaluation as to whether a partnership is a legal, ethical, or reputational risk, and Jane suggested monthly emails for updates on potential donations such as this. However Lucy felt this was unnecessary as she would always raise issues like this on a case by case basis. She also explained that the team had undertaken desk research into the current ethical position of Adidas before making the decision to work with them, and the board agreed that the steps taken were sufficient.
Lucy referred to the controversy outlined in her report around a user being banned, and there was a brief discussion on the potential reputational risk of this situation for Wikipedia. It was noted that we will be exploring culture and conflict on Wikipedia at the AGM, and also that the Foundation is developing a universal code of conduct.
Lucy gave an overview of the conferences and events she has attended recently, some of them along with board and staff members.
Lucy talked through her activities around online harm following the publication of the government White Paper in April.
The community survey was circulated on the day of the board meeting.
Major Donors are listed in the CEO’s report. There was a brief discussion about how to maximise the partnership opportunities presented by corporates such as Bloomberg and Barclays.
The board agreed that paying Wikimedia UK trainers should be a discussion item for the away day.
Quarterly Performance Report
Quarter 1 covers the period from February to April, with the performance report highlighting the new approaches in the strategy. Daria used a new strategic framework, for example underrepresented cultural heritage used examples of the threatened heritage in Libya project with King’s College London, the Dumfries Stonecarving Project, and Trowelblazers. Underrepresented content uses a very broad area of metrics like the number of articles and photos. Minority Languages will now be referred to as Minority and Indigenous Languages to cover languages that don’t have government support.
For digital literacy, Daria explained that using Wikidata as a tool for improving digital literacy is a relatively new area for us, and we have so far experimented with a range of models to develop our experience in the field. The report highlighted open data institutes in Aberdeen and how other heritage organisation are working on data literacy.
The work around advocacy change in policy and culture is more ongoing. The Scottish Library and Information Council are more confident about explaining open knowledge at the end of an 18 month network residency.
Capacity and profile includes our role in the global wikimedia movement. Lucy highlighted that we have a lot to share and offer the movement, particularly around hubs and centres of excellence, in minority and indigenous languages and cultural partnerships, and we’re increasingly involved in digital literacy.
Josie encouraged involvement in one of the salons at Mozzfest, Mozilla’s annual festival in London.
Daria highlighted that the challenges at the end of the report are similar to what had already been covered in the CEO report, such as articles being deleted which are part of Wikipedia in the Classroom, and the comments from other editors in the draft space of an article.
2016-2019 report
Lucy outlined the reasoning for commissioning Agnes to pull together a report for the last three years. Rather than an amalgamation of our three strategic reports, we had articulated short, intermediate, and long term outcomes. There’s qualitative evidence for achieving the intermediate. Lucy outlined the three reasons for using the report; to inform our programmes, to present at a global level, and for fundraising.
IT update including QRpedia
The board viewed a paper on technology at Wikimedia UK. This included a brief overview of work undertaken over the last six months. Davina explained that in transferring our database to a new server, issues have been revealed that have been fixed and we’re now working on maintenance.
Lucy outlined the issues around QRpedia and the risk of going over budget to fix them, highlighting Wikimedia Australia’s offer to maintain it. An estimate from Jo Brooks is needed, for which there’d be a one-off cost to rebuild the code. The board agreed to build a contingency in the technology budget for the maintenance of QRpedia.
The board agreed to the set up of the technology board as an advisory group for the staff rather than a formal subcommittee of the board. Doug recommended that this should have at least one board member, one staff member, and one volunteer.
Josie noted that she’d like to see references to the quarterly performance report in ongoing blog posts to ensure it’s being adequately shared.
GovCom
Josie gave the GovCom report, the full minutes for which can be found here.
Board elections for the Foundation have been announced, for which one of the candidates we voted for was elected.
The agenda for the Annual General Meeting was sent to all members prior to the board meeting, action for trustees who have not yet signed up on eventbrite to do so. Josie informed the board that Katie would be teller, and there were eight candidates for five vacancies.
For board training, Josie has agreed to do open licensing training for all trustees, and Doug agreed to do an editathon on the same day. Action for Katie to coordinate after new trustees have been inducted.
AGM
28 people had signed up for the AGM at the time of the board meeting. The board agreed that recording the meeting would be preferable to live streaming. Lucy gave an outline of the agenda of the day, including workshops and a reminder that the deadline for nominations for Wikimedian of the Year award would be on the Friday following the board meeting. Josie encouraged more communications around the AGM besides the formal notices, and encouraged an emphasis on proxy votes.
ARC
Jane gave the ARC report, the full minutes for which can be found here.
The audit account manager from Kingston Smith joined the ARC meeting to talk through the audit report. Jane outlined the general feedback items and the recommendation that Wikimedia UK does a PAYE healthcheck at some point (which is general advice KS are giving to charities).
QFMR
There were no large expense commitments. Direct debits are declining but we’ve had some major donors and gifts in kind. There was a surplus of £75k.
Nick noted staffing costs against the budget and Davina noted variances against staff time budgets.
Doug requested donors’ Gift Aid should be requested again. Lucy explained that it is included at the end of all donor emails, but agreed to another push around Gift Aid soon.
Cashflow
Marnie stressed the huge importance of the Foundation grant in September and March, and gave an overview of her paper on cashflow to the board. Wikimedia UK’s finance policy states we do not keep more than £85k in a bank account, however the Foundation grant takes one account over this threshold for a short period of the year. ARC suggested we could adequately manage the risk over the three bank accounts we hold and recommended keeping the same accounts to the board. The board approved, with an action to modify the finance policy.
Marnie also recommended we switch the saving accounts within the Co-operative, as we could receive a higher return than the £52 received from the current savings account. The board unanimously agreed, action to switch savings account.
The board agreed that Michael should be removed as a bank signatory, action to remove and replace with another board member.
Risk Register
Risk numbers below were accurate at the time of the board meeting, though may change if risks are introduced or removed after the meeting.
Lucy introduced arrows on risks to show which have changed status. Risk 1, The risk of losing trustee experience was lowered, as board and staff are organising trustee training and new trustees will be recruited at the AGM. Risk 27, security risk for an adequate level of support for IT systems was lowered, as a new developer was contracted and Veda consulting were contracted.
For Risk 8, damage to public profile as a result of some unexpected issue related to Wikipedia or the Wikimedia movement, Lucy suggested more proactive horizon scanning and invited the board’s suggestions for this.
Nick raised that risk 11, Impact of Brexit on income generation and partner institutions leads to reduction in programme, would benefit from a plan to diversify income generation. Marnie agreed that a working group to develop income generation would be useful, and she and Nick offered to collaborate. Action: Katie to follow up.
Consent Items
Annual Report and Accounts
Lucy asked the board to approve the Annual Report and Accounts and invited comments and questions on the draft.
Nick had questions around how to recognised non-income revenue and how to minimise the risk of tax evasion.
Action to add Lorna to the list of trustees.
The board approved the Annual Report and Accounts with the suggested edit.
Draft Minutes for the AGM 2018
The board viewed the 2018 Annual General Meeting Minutes to ensure they were ready to be signed off by the membership at the upcoming 2019 meeting. Michael raised that the 2018 minutes need to reflect that there was a meeting that was adjourned, and that all members were invited to attend the meeting when it resumed at a later date - action for Katie to edit.
AOB
Lucy reported to the board that Wikimedia UK has been asked to act as Treasurer for the Women in Red project, and asked for advice. Board advised to consider the practical, legal, and financial risks.
Michael requested trustees to act as proposers and seconders for Board Candidates. Katie noted that a portion of the voting packs would not include these as they had already been printed. Doug agreed to be proposer for Sangeet, Marnie her seconder. Doug agreed to be seconder for Andrea.
Date of next meeting
Friday 20th September 2019.