Minutes 2014-06-07

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

Attendees and Apologies

Present

• Michael Maggs [MM], Chair
• Carol Campbell [CC]
• Greyham Dawes [GD], Treasurer
• Chris Keating [CK]
• Joseph Seddon [JS]
• Alastair McCapra [AMC]
• Simon Knight [SK]

Apologies

• Padmini Ray Murray [PM]
• Kate West [KW]
• Saad Choudhri [SC]

Also in attendance

• Jon Davies [JD], Chief Executive
• Katherine Bavage [KB]
• Richard Symonds [RS] , Minutes
• Jon Warsop [JW], Auditor (attended meeting part time)

Housekeeping

Approval of minutes of the previous meeting

MM asked if there were any changes to be made to the minutes of the last meeting. GD noted action 2014-2, and pointed out that the financial efficiency figures (eg. the ratio of spend on charitable projects to total costs and of fundraising costs to funds raised) were not currently included in the Annual Accounts, but in any case are not strictly required. JD would arrange for them to be added to the illustrate version for wider public distribution.

ACTION 2014-2: SB to ensure that these recommended financial efficiency figures are included in the charity's glossy annual review document.

DECISION: The minutes of the previous meeting were approved unanimously

Matters arising

ACTION 2014-1: MM noted that the anti-bribery policy had been approved following a board vote at Anti-bribery policy.

MM noted that individual votes will now be included where decisions are not unanimous or nem con. Comments on reasons for votes will be included if requested by the trustee in question. MM also noted that in line with our commitment to transparency, on wiki votes will be in public wherever possible.

ACTION 2014-4: and ACTION 2014-3: MM asked if the Risk Register had been reviewed by the ARC. CC confirmed that it had been.

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

ACTION 2014-7: JD to ask Robin Owain for the reasons why Wici Cymru was refused charitable status, and to pass on GD's offer of help for any future applications.

ACTION 2014-8:, ACTION 2014-9:, ACTION 2014-10: MM went through decisions 2014-8, -9 and -10 and it was agreed nem con that these had been completed.

JD noted that, with KB and SK's help, one of Ed Saperia's ideas for charitable outreach had been funded by the WMF through an Individual Engagement Grant. The other two ideas of Ed's are on hold for the moment, pending more work on them by Ed and others.

Approval of Agenda

It was noted that auditors will be arriving at 11.00, and that the Annual Report and Accounts would be signed today.

DECISION: The agenda was approved nem con.

Declarations of Interest

The trustees approved the agenda, and noted that there were no conflicts arising.

Wikimania

• Note: Part of this section of the meeting was held in camera as a confidential document was under discussion. However, the minutes of the discussion do not need to be held in confidence, and are being released below.

JD discussed the Wikimania Report, providing a slideshow with commentary to Trustees. This covered the background to the Wikimania conference over previous years, the structures that organise it, and the relationships between the Chapter, Foundation and volunteer bid team.

JD provided an overview to the background to Wikimania 2014 and the measures the chapter had put in place to support its delivery.

GD asked: How much of the publicity for Wikimania would be by internet, and would the chapter figure prominently in it? KB replied that in terms of external publicity, Chapter staff were in the process of discussing contracting an external PR agency to support the development and promotion of narratives around the conference. GD emphasised it was important to use this as an opportunity to highlight the unique and impactful work of the chapter, as well as of the broader movement.

The board discussed WMUK's plans for Wikimania. JD explained the current structure and outlined the key volunteers and the jobs they are performing. The board were happy with the "WMUK Plans for Wikimania" presentation that JD had prepared but asked that the text of the document be revised prior to publication to ensure that it did not include any informal statements.

JD explained the Wikimania working budget sheet he had prepared, which outlined a proposal for increased spending on Wikimania, in both the Wikimania budget and already existing programme budgets. JD asked the board to agree that up to £38,500 extra funding is to be taken from reserves to fund extra Wikimania spending in line with his proposed Wikimania budget, with the understanding that a proportion of this can be 'claimed back' from the WMF or raised by other means.

DECISION: That up to £38,500 extra funding is to be taken from reserves to fund extra Wikimania spending in line with the proposed Wikimania budget. This was approved unanimously.

Approval and sign-off for the statutory 2013-14 Annual Report & Accounts

The company's auditor, Jon Warsop (JW), arrived at 10.50, and the agenda was re-ordered so that the board could discuss the annual report.

GD took the board through the annual report, and explained the purpose of the letter of representations that needs to be signed on behalf of the board. GD went through the items on the letter and explained each of them. GD said that he was happy that the representations can properly be made, and he recommended that the board should authorise the signing.

JW thanked GD for his explanations and introduced himself. He explained that, in signing the report, the trustees are acknowledging their responsibilities under company law. He asked if there were any final comments or concerns the trustees would like to make: the trustees had none.

AMC noted that some minor corrections were needed to page 19, to correct the numbering of the notes. The changes were agreed, and fresh copies of the formal Annual Report & Accounts were printed.

AMC moved that we approve the Report & Accounts. CK seconded the motion.

DECISION: That the Board of Trustees approves the Annual Report & Accounts and authorizes MM to sign the Annual Report and GD to sign the Balance Sheet, and agrees to sign the letter of representations to the auditors. Approved unanimously.

MM asked GD as treasurer to sign the letter of representations on the board's behalf, which was agreed nem con.

MM and GD signed off the Annual Report and Accounts, whereupon JW as auditor then signed his firm's Audit Report, and GD signed the letter of representations.

JW noted that GD, RS and DJ were to be congratulated on their joint work to produce the accounts documentation entirely in-house for the first time this year. AMC noted that the management letter prepared by the auditors last year had identified certain accounting issues, and it was extremely reassuring to see the huge extent to which those had all been addressed through effective processes in just 12 months. This was a major achievement which should be acknowledged, and fed back to staff.

GD noted that the support by the auditors had been extremely helpful to achieve this fast track to a clean bill of health. JW responded that this relationship had worked well, and that in particular DJ's work as the management accountant had been very valuable.

New Members

The State of Wikimedia UK

JD had, prior to the meeting, shared a document with the board which contained some key observations on the operation of the charity and some future options. The board had also shared with JD their thoughts on this before the meeting, and JD had also reviewed the document with senior staff. At the meeting, JD updated the board on the meetings he had had with staff and there were further discussions about the ideas put forward.

Note: The following minute is made available publicly from the in camera session above:

Resolved, nem con: The board approved the building of a lightweight overlay to the WMUK website as part of the charity's goal of encouraging more non-Wikimedia volunteers.

Resolved, nem con: The board noted their support for short-term administrative assistance in order to enable KB to undertake a wide-ranging fundraising scoping exercise (with initial results planned for September). This will help support our independence as a charity.

Resolved, nem con: The board agreed with TechCom that the IT scoping process should include WikiRate as suggested in the CE's report.

Quarterly Report Card

The card can be viewed in full at https://wikimedia.org.uk/wiki/Strategy_monitoring_plan/Outcomes/2014_Q1

JD explained the report card to the board. SK felt that this could in the future be further broken down, but was happy with it. JD explained that the Q2 report card would be almost identical, but would include a second column for the Q2 figures next to the Q1 figures. GD felt that the 'notes' should be separate from the report card proper, which would allow it to be reformatted on an A4 portrait sheet. JD requested that any suggested improvements be sent to him directly.

The board noted that User:Fae had opened a discussion on the Engine Room regarding one of the published KPIs on the Q1 report card page. In particular, he objected to the 6.5% figure quoted against the outcome measure "Percentage of WMUK-related files (e.g. images) in mainspace use on a Wikimedia project (excluding Commons)", this KPI itself sitting under the strategic goal "G1.2 The quality of Open Knowledge continues to improve".

The issue relates to the inclusion in Welsh Wicipedia articles of 'fair use' book cover images (the images themselves having been kindly uploaded by Fae).

SK expressed the view that as already indicated by the wording of the relevant KPI, the way in which the images are used does indeed contribute to the quality of the open knowledge Wicipedia articles even though the images themselves are not licensed as open knowledge. CK agreed, as did JS. JS's view was that, where no free alternative exists, fair use files are acceptable in the Welsh Wicipedia and it is quite right to indicate in our metrics they improve the quality of the open content text. MM also expressed his agreement and said that in his view the KPI is defined and measured correctly.

The board did not agree with Fae's statement that in doing the uploads he acted as an independent volunteer doing a favour for Robin Owain in his voluntary capacity rather than as the charity's Wales Manager (and that as a result the addition to Wicipedia articles of images uploaded by him should have been excluded from the reported KPIs).

DECISION: The board agreed, unanimously, that the use of these book cover images within Wicipedia articles does improve the quality of those articles, and that the 6.5% figure has to the best of our knowledge been correctly calculated and properly stated.

It was recognised, on the other hand, that as the images are not freely licensed they cannot in themselves contribute to the "number of uploads" KPI under the goal "G1.1 The quantity of Open Knowledge continues to increase". The images have not been included in the published upload count of 37,715 files, which is correct. In case a note saying "plus 2,891 book covers uploaded to the Welsh Wicipedia" could be misconstrued as suggesting that these are open licensed images, that note will be removed from the Results column and simply mentioned (as it is already) in the notes field.

ACTION 2014-14: MM, JD and SK to discuss an appropriate response to Fae. They are also to remove the text "plus 2,891 book covers uploaded to the Welsh Wicipedia" from the Results column of the quarterly report card (but not from the accompanying explanatory note).

Quarterly Financial Management Report

JD, GD and RS explained the current budget results as outlined in the QFMR. CK was concerned that there may be an end of year underspend on direct costs for the volunteer support budget. JD assured him that in the overall budget this would not be the case: it may vary slightly from project line to project line but there should not be a large underspend as in previous years. He also emphasized that spending must always represent value for money and contribute to our mission.

Risk Register

The board noted JD's summary of all major risks as extracted from the Risk Register, and agreed that the Risk Register needed to be updated to take account of the changed circumstances since it had last been considered. JD said that he would be reviewing the risks in time for the next ARC.

Understanding WMUK reporting

GD raised a question about monthly reporting: he would like us to consider stopping the monthly reports as they are unlikely to be widely read by the community and simply duplicate our other reports.

ACTION 2014-14: JD to review whether or not monthly reports are still necessary or could be reduced in size with links to our main reports.

MM felt that the FDC reports in their present form were very hard to read, and that they do not fulfil the requirements that the UK board has - they only fulfil the specific requirements of the FDC. GD suggested that, instead, the board use the report card layout as the "first port of call", and data from that should in turn be fed into the FDC reports. JS felt, and the board agreed, that our FDC reporting should be slimmed down where possible, and we should report purely on our strategic goals and KPIs that we set out at the beginning of each year, plus anything else specific that the FDC may ask for. It is not necessary to report everything to the FDC in our formal responses, and some material may be more usefully be published in different formats for the board or for our own community. JD agreed to continue his negotiations with the FDC staff regarding slimmer reporting.

Publication of expenses

GovCom had made some proposals to the board to instruct the staff as to how expenses should be published, which would require a change to the Finance Policy. MM explained these. GovCom believed that these proposals would increase transparency as they would ensure staff had clear instructions as to exactly what must be published each quarter. Historically, publication has been patchy, which is not good for transparency. MM also asked that staff should accept community requests for publication of expenses for particular events - or costs for those events - and that additional details should be made available wherever that was reasonably possible and could be done without undue expenditure of staff time.

AMC said that he would be happy with the publication of line-item expenses, and indeed would prefer this. MM said that publishing line-item expenses would be a lot of work for staff and that that work would represent an unreasonable staff cost. The idea behind this proposal was to ensure that the office had a clear expectation of what the board wanted them to do.

A vote was held on the GovCom recommendation: Expenses and individually-attributable costs are to be published in the form of a quarterly summary against named trustees/the chief executive, split into appropriate groups of travel, accommodation, subsistence, per diems, other etc. Each quarter's list will include a narrative summary to provide context, for example by identifying important events during that quarter for which significant expenses were incurred, or unusual sums. The Chief Executive's expenses will be treated in the same way as trustees.

For

MM, CC, GD, CK, JS, SK

Against

AMC

DECISION: Approved: 6 for, one against.

Board committee charters

DECISION: The ARC and GovCom charter drafts, outlined at https://wikimedia.org.uk/wiki/Governance_Committee_Charter/Draft and https://wikimedia.org.uk/wiki/Audit_and_Risk_Committee_charter/Draft were both approved unanimously.

DECISION: Honorary Officer roles as drafted and circulated to the board were approved unanimously.

Transparency Commitments

GovCom feels that we should be reporting on our transparency and making specific commitments. They will bring a paper to the board in due course, after further community input.

ARC Report

Staff Account

CC reported that the staff bank account for use in making small payments out of an imprest float replenished from the main account is now set up and is working well. JD suggested that we raise the payment limit to £500.

DECISION: To raise the spending limit of the staff account to £500 per payment. Approved unanimously.

Procurement Policy

The board discussed the high-level procurement policy to see if it should be approved.

DECISION: To approve the new Procurement Policy, on the basis that documented procurement procedures for its implementation are seen by ARC.

For

MM, CC, GD, CK, AMC, SK

Against

None

Abstain

JS. JS said that he does not feel he has enough of knowledge of procurement generally to vote either way on this policy.

AGM Resolutions

MM raised the draft AGM resolutions for the board to note. The Board discussed choosing between 'option A' and 'option B' for the Registration in Scotland resolution, where option A had been drafted by a board member and option B by another member. The board agreed to put option A before members for consideration, and to remove option B as it had been overtaken by events.

There was some discussion on simplifying part 16.3 of the Articles of Association. This was agreed, subject to a correction from "four" to ""three". It was also noted that the Articles need be be updated generally.

There was discussion about a possible motion regretting the decision of the WMF to prevent the charity from regaining the ability to payment process. Would having such a vote be helpful in achieving our goals? It was decided not to proceed with the draft resolution, and instead simply express our regret in the Chair's report to the members.

ACTION 2014-15: AMC to remove the draft motion regretting the decision of the WMF to prevent the charity from regaining the ability to payment process.

MM then led a discussion on upper limits for continuous trustee service. GD explained that the normal amount that charities have varies from three terms upwards. The board were in favour of a resolution to bring in term limits, based around a six year (or three two-year term) maximum.

After some discussion, the board decided that proposing a resolution extending trustee terms from two to three years is not the right course for the charity at the moment, regardless of whether it is considered best practice in the wider charitable sector.

ACTION 2014-16: MM to remove the resolution for three year terms, but leave the resolution for term limits.

Committee Reports

Tech Committee report

The board noted the IT development report and thanked the authors for their work.

Education Committee

The board noted the Education Committee's report and thanked the authors for their work.

GLAM Committee

The board noted the GLAM Committee's report and thanked the authors for their work.

Welsh report

The board noted the Wales report and thanked Robin Owain for his excellent work in extending the culture of Wales to other languages around Europe, including Scots Gaelic and Breton.

Grants Committee

The Board heartily thanked the Grants Committee for their excellent work, and noted that the process is now clearly working well.

Consent Items

MM indicated that the Terms of Use of the charity's websites would normally be for the Chief Executive to determine, and that a board resolution was not required. However, as these Terms are entirely new he wanted to ensure that the board fully endorses them.

• DECISION: To approve adoption of the draft Terms of Use and Disclaimers. Approved unanimously.

• DECISION: To authorise the CE to seek tenders as soon as possible for the final governance review as recommended in the Hudson Governance Review report, to select a reviewer in consultation with GovCom, and to proceed. Approved unanimously.

• DECISION: To amend the the charity's Conflict of Interest Policy to add these new stipulations (in bold):

"Any board member's potential conflict of interest must be discussed at the earliest opportunity with the Chair or the full board before any decision is made. The Secretary must ensure the matter is noted in the register of interests and recorded in the minutes of the next board meeting." Approved unanimously.

Discussion items

Appointing observers to Board committees

MM raised with the board the question of whether we would like to appoint observers to our board committees (Govcom and ARC), such observers being possible according to the committees' charters. The charters state that such observers would be appointed by the board and that they would have to be members of the charity. They would attend committee meetings and contribute to discussion, but would not be entitled to a vote.

MM expressed the view that observers should not be considered primarily as "community liaison posts", but that the role could potentially be useful if a committee lacked a specific skill set that it felt it needed. The board agreed that if adopted these should not be considered as "community liaison posts".

ACTION 2014-17: ARC and GovCom to decide whether they they need to bring in additional skills in the form of an observer, and to report back to the board at the next meeting.

International Principles on the Application of Human Rights to Communications Surveillance

AMC was against approving this, as the document argues for "the rule of law", when in matters of surveillance he believes that the appropriate argument should be an ethical argument, not a legal one. MM pointed out that there is no need for us to sign the document. As the community is split, and as the trustee are also not of one mind, the board did not feel that they could support signing the document at present.

Business cards and 'official' clothing for volunteers

The board in principle supported this idea. The ARC were asked to consider the risk, and JD and MM were asked to investigate the practical and legal issues.

ACTION 2014-18: ARC to investigate risks surrounding business cards and 'official' clothing for volunteers

ACTION 2014-19: JD and MM to investigate the practical and legal issues arising.

AOB

Right to be forgotten

CK brought up the right to be forgotten: this was referred to the ARC to consider the risks of the court decision on WMUK.

ACTION 2014-20: ARC to consider the risks of the ECJ ruling on the 'right to be forgotten' and how it might impact Wikimedia UK

GovCom changes

DECISION: AMC was appointed to GovCom in place of JS as JS's work responsibilities preclude him from easily attending GovCom meetings. Approved nem con.

Donations in Kind

DECISION: The draft Memorandum of Understanding for accepting a Gift in Kind was delegated to ARC for approval on behalf of the board once legal negotiations are complete. The board gave their sincere thanks to the donor in question for their generous donation.

Future meetings

ACTION 2014-21: JD to arrange that the next board meeting be changed to 4 October 2014

ACTION 2014-22: JD to arrange for the December board meeting to be a two day meeting in Cambridge on 13th and 14th December.