Reports 2016-03-12

These reports are for the Board Meeting of 2016-03-12

Govcom report to board

Cycle of trustee elections and succession planning

The committee discussed a proposal to amend the Articles of Association, following approval in principle at the December board meeting. Govcom commends the proposal to the board, but without a specific recommendation as to whether co-opted terms should be two or three years. If approved by the membership at the next AGM, the changes should take effect for new board members only.

Annual board review

The annual board review will be by way of a self-evaluation questionnaire for trustees. LCR has agreed to handle the responses, to maintain individual confidentiality.

Govcom long-term planning

LCR and MM are reviewing the charity's published Article 28 policies to determine which are wholly operational and should properly be a matter for the CEO rather than for the board.

Transparency

It was agreed that this quarter's transparency score should be 3.5/5 on the basis that we have seen similar levels of transparency to those of the previous quarter. Transparency can still be improved, but it has to be noted that we have not had a communications officer in place now for some five months.

Membership of Govcom

Nick Poole has had to step down from the committee due to pressure of other work. A replacement trustee is sought.

AOB

The committee asks the board to approve the reinsertion into the Committee Member Code of Conduct of one accidentally-omitted sentence, namely:

• I will at all times comply with the Committee Member Conflict of Interest Policy.

Minutes of last Govcom meeting, for interest.

ARC Report to the board

Meeting 2nd March 2016

These notes need to be read in connection with the CEO's report and commentary.

QMFR 4 and draft statutory accounts

We reviewed the final QMFR for the year and looked at the first draft of the statutory accounts. The financial position is better than anticipated due mainly to small underspends in projects and governance, and the difference between the cost of a full audit and a statutory independent examination. This means that the balance sheet and the reserves situation is better than anticipated and we are finishing the year with just over three months running costs in reserves.

Reserves policy

It was agreed that we were in a position where the reserves policy could be reviewed and it was agreed that we should recommend to the board a policy of between three and six months running costs.

Risk register

We reviewed the risk register in detail. While we did this we also acknowledged that many of the risks needed to be rewritten completely and that this was something that we would like to see happen by the next review - probably for the September meeting. As part of the discussion on risk we looked at the potential risks facing WMUK following the resignation of the Foundation's ED. ARC agreed that we would like clarity from the board about exactly how much of the register if any the board would like to be available to the community online.

Scheme of delegation

We reviewed the updated scheme of delegation presented by the CEO, and are pleased to recommend it to the board.

Finance Policy

The finance policy was reviewed in February 2014. It was agreed to review again after three years, so this will be late 2016/early 2017.

Bank mandates

We reviewed the suggested signing and authorisation schedule and agreed that we should recommend signing up the new bank mandates at the Board Meeting in line with this.

Gift Aid processing

WMUK gift aid claims. We are still struggling to have an efficient way of processing gift aid claims and ARC agreed to keep this under review.

The Wikimedia Foundation are using a different UK-registered charity as its chosen processor to try to maximise UK Gift Aid donations from the fundraiser. Concerns were raised that this was in breach of our Chapter agreement. It was suggested that the CE should try to build relationships to try to understand why the foundation are using this route.

Procurement Policy and Procedures

The Procurement Procedures will need to be updated once the new Scheme of Delegation is approved by the board. Davina and Lucy are also in the process of aligning the Procurement Policy with the procedures, and we look forward to this piece of work being completed in time for the next meeting.

Salaries

A short verbal review of the SMT salaries was given. ARC was happy with the proposal that the CEO is making.

Next meeting

The next meeting is scheduled for Thursday 26th May at 10am. The major agenda item will be the final review of the 2016 statutory accounts.