Reports 7Jun14/Governance committee report

Governance Committee report

For Board meeting of 7 June 2014

Members: MM, KW, GD, JS

General

Govcom had one formal meeting this quarter, on 16th May, the minutes of which can be found here.

Publication of Expenses

The relevant section of the Finance Policy relating to the publication of expenses is rather unclear, and that results in staff confusion about what they are supposed to be publishing and when. The expenses publication page has been updated inconsistently for several years. It is essential for the charity to define a clear set of rules and then follow them.

The current wording is as follows:

• It is a condition of receipt of expenses that all expenses are published on an appropriate wiki so that the highest standards of transparency are maintained
  • Individual expense claims are normally published on the office wiki (Administrator) with a summary of the claims posted on the public wiki.
  • Office expenses and the Chief Executive's expenses are published on the public wiki in summary form i.e. the claimant’s name, the total amount of the claim and the nature of the claim in broad terms. (Administrator)

DECISION: To propose to the board that expenses and individually-attributable costs are 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 should 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. Chief Executive's expenses would be treated in the same way as trustees.

DECISION: To propose to the board that Section 8 of the Finance Policy be amended accordingly, including removal of the phrase "Office expenses and the" from the policy, as the meaning of that is no longer clear, though it may have made sense in the context of procedures at the time it was written.

Governance Audit

We should be having our 18 month governance audit soon, and as we are likely to be very busy during Wikimania we should start planning now. The recommendation of GovCom is to have the terms of the audit agreed before Wikimania, ideally in June, even if it is not possible to complete it until afterwards. The tender process should start immediately.

Govcom discussed whether there should be a limit on the number of continuous terms a trustee should be allowed to serve. The recommendations from the Hudson and Chapman reviews were that trustees should serve a maximum of three terms, but that is an issue that the trustees cannot resolve themselves and it would need to go before the members. As 'a maximum of three terms' could be unclear or require detailed definitions to account for potentially short appointed terms, the committee felt that a maximum time period such as six years might be preferable. After that, a trustee would have to step down for at least 12 months before being eligible for re-election or re-appointment.

We will bring a proposed resolution to the board in good time before the AGM. If agreed, this will involve a change of the articles.

Relationship with Volunteers

Govcom has continued to discuss volunteer strategy generally, and the possibility of an elected advisory council. A paper from the volunteer working group has shown that progress is being made, but it addresses only incremental changes rather than the bigger picture. There is not currently enough spontaneous grassroots activity to drive forward any advisory council – so if that is considered useful it would need to be championed by someone. We agreed to defer to CC who is taking the lead on volunteer development.

17/14 Board Committees

DECISION: The ARC and GovCom charter drafts are before the board for approval.

18/14 Non-Board Committees

The two major committees – Tech and Education - have existing issues, and volunteers differ as to how they should best be run. GovCom believes that these committees need to be more ambitious and wide-ranging in what they do, and that it is our job as a charity to encourage and empower them to do so. This requires further discussion, probably by the board, and Govcom does not feel at this stage ready to make any definite proposal.

Honorary Officer Roles

DECISION: The draft roles are before the board for approval.

Updating the Scheme of Delegation to the Chief Executive

Govcom has been reviewing the Scheme of Delegation to the Chief Executive in line with the recommendations of the two governance reviews. There are a few minor adjustments to the wording that are called for, and in addition we will be recommending the publication of an additional table entitled Division of matters reserved for the Board and delegated to the Chief Executive. The table - which is recommended as good practice for all charities - will not override the formal Scheme of Delegation, but will explain and illustrate the types of matter that are reserved and those that are delegated.

We expect that this will come to the board at or before the next meeting.

Transparency

Govcom is required by our Strategy monitoring plan to publish each quarter our "transparency compliance ... against published transparency commitments". We do not currently have any specific published commitments other than our generic vision of being "transparent in our operations, both to our communities and more generally to the public".

Govcom is tending to the view that we ought to set out some specific commitments against which we can at least partially measure our compliance. We recognise that the more specific the things we offer the more will be demanded of us - fairly or unfairly - but we feel that is something we will just have to face up to.

Govcom will continue reviewing this and will bring a proposal to the board in due course.