Talk:Agenda 9Feb13

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Friday evening meal?[edit source]

It would be good if we could gather for a meal on Friday evening (8th feb) before the meeting. Both me and Doug will be traveling down earlier on Friday. Thanks. Mike Peel (talk) 15:33, 20 January 2013 (UTC)

Items for the agenda[edit source]

The deadline defined by the Secretary for changes to the agenda is today, so I am putting this in against that deadline though I note the significant absence of reports from other trustees, so I guess this has now fallen by the wayside and is no longer expected in line with the last meeting when the Chair decided that trustee reports will not have time granted in the meeting.

As I have had problems getting matters on the last board meeting agenda, I will instead leave these notes here for the skill and discretion of the Chair, with no expectation that these points below for the meeting will have a meeting item. I suggest that either I, or someone else, can raise them at any appropriate point during the meeting:

  • Board agreement for staff pay rises and bonuses.
The 2% was on all the suggested budgets we agreed on the run up to the FDC bid. This was discussed at the time and when asked by a trustee in one of the meetings I explained it was my guess based on what NCVO, ACEVO and pundits were saying. I still think it is about right and staff have agreed to it. If trustees think it is too low, CPI is at 2.7% and RPI at 3.1% then we have until the end of February to adjust this. Jon Davies (WMUK) (talk) 13:55, 31 January 2013 (UTC)
To clarify, the discussion is to approve pay rises, not the budget for pay. There has been no agreement with the board of trustees to make blanket pay rises at the same rate for all staff. Thanks -- (talk) 14:10, 31 January 2013 (UTC)
Approving the budget which included all the staff salaries and the 2% Cost of Living is surely that? Jon Davies (WMUK) (talk) 16:21, 31 January 2013 (UTC)
That does not seem the understanding of the board of trustees. There has been no apparent delegation of authority for the CE to award their own pay rise, nor to award pay rises without gaining authority from the board, nor for the CE to limit all staff pay to cost of living increases only, without consideration of pay rises being tied to reported performance. Thanks -- (talk) 16:37, 31 January 2013 (UTC)

To be clear - all the proposed budgets from me suggested 2% cost of living and this was clearly marked. At one board meeting I was asked about it and replied that this was based on my guess for where inflation would be in February 2013. As to the reality I checked the figures this morning. According to the head of policy at the NCVO 2% is what the bigger charities are offering, many are not offering anything. If the board wished to be more generous the Consumer Price Index is running at 2.7% which would cost us an extra £1286. The Retail Price Index is running at 3.1% which would cost us an extra £2020. The NCVO said that a 3% increase is not likely in the Third Sector this year. The implication that we did this ourselves as staff is not true and a bit hurtful actually. This is a cost of living increase to make sure staff do not lose out in real terms. It was my judgement, and one that nobody from the board challenged during the budget planning process, that given the economic climate and the fact that we are all recently appointed, pay rises would be inappropriate. Staff accepted this. The board could agree a real terms pay rise if they wished.

As to making it a blanket pay rise this is what we agreed in the budget. I am opposed to differential pay rises. There are a few reasons for this. One, the board would need to discuss and debate this in some detail which it has not shown any appetite to do. Two, it can be divisive and the staff are not asking for it. Three, the systems of assessing Performance Related Pay (PRP) has to be carefully thought out and negotiated with staff. Its implementation is in my experience very time consuming and needs a raft of checks, balances and appeal systems that I think would be a real distraction. Four, it is not appropriate for our organisation with our size and staff. They work hard and are happy with their salaries. Five, in the Third Sector this is not common practice as so much of what we do is tricky to put accurate PRP analysis to. Get it wrong and you create resentment and divisions. Our system is open and transparent and harmonious. Of course jobs change. There will be a question of extra responsibilities from time to time as staff roles develop from the original Job Descriptions. I will report these to the board as and when they arise.Jon Davies (WMUK) (talk) 11:05, 6 February 2013 (UTC)

Thanks for the statement. I suggest a proposal is put to the trustees for formal delegation of these powers to the CEO. As far as I can work out, after discussion with the board of trustees, this remains to be delegated. You appear to be reading far more into my question than was written. However it may come as a surprise to the trustees that the CEO's pay rise is effectively guaranteed, not influenced in any way by reported performance and that the trustees are apparently being asked to delegate to the CEO the power to grant their own pay rises. Thanks -- (talk) 14:19, 6 February 2013 (UTC)
It would be a surprise if I could do my own pay rise! This is a cost of living adjustment, reported to the board as part of the budget discussions and debate to make sure all staff do not have a decrease in their pay and conditions. Anyway thanks for caring. Jon Davies (WMUK) (talk) 16:25, 6 February 2013 (UTC)
  • Agreement of the top five KPIs for WMUK
    • Quarterly numbers in membership over the last 12 months have been inconsistently reported, on at least one occasion incorrectly. I believe there has been a significant drop over the year when the target was to increase. This must be reported and tracked as a KPI for the CEO to support the 5 year strategy.
    • Quarterly numbers of active volunteers over the last 12 months. I believe this has been far below required targets for the 5 year strategy, possibly static. This must be reported and tracked as a KPI for the CEO to support the 5 year strategy.
As you may remember we have tried to discuss KPIs at two board meetings and at the last one had an open paper which had been circulated asking for thoughts on staff suggestions and trustee suggestions (and I had asked for input on-line as well). Sadly we did not get to them and instead, after discussion with Chris in view of the need to plan for this year, I integrated them into the draft planning document alongside the FDC targets. Please have a look. We can obviously take on board suggestions and amendments from the board. If they can be made in advance of the board that would be very helpful.Jon Davies (WMUK) (talk) 13:55, 31 January 2013 (UTC)
We can discuss further in the board meeting. Sufficient and necessary performance reporting is the responsibility of the CEO to design and deliver, not the trustees; who may only be available as volunteers for a total of 10 days of the year. Reporting of the numbers of members on our database once every quarter and then reporting on that trend to the board of trustees, is a fundamental and obvious KPI that underpins our 5 year strategy and that I have directly recommended several times over the last 15 months. I seriously doubt it requires further debate, or another recommendation from me, and I see no reason why these numbers covering the last 12 months cannot be reported to this board meeting, so the trustees know whether the number is in line with the strategy, increasing or dropping, or represents a potential constitutional crisis for the next AGM. Thanks -- (talk) 14:10, 31 January 2013 (UTC)
  • Evidence required for addressing documented Risks and Actions before they are considered closed.
  • Placing identified risks below the water margin if they have no mitigation plan or corrective action plan.
We can discuss this as part of the paper on risk. If you have any good suggestions in advance that would be very helpful. Jon Davies (WMUK) (talk) 13:55, 31 January 2013 (UTC)
I will be making the same recommendations as I have during our discussions about risk management over the last 12 months. SMART corrective and preventative actions, meaningful assessment of impact and clearly resourced contingency plans that the trustees can review, rather than unmeasurable statements of intent, are all good results of a risk management process. I am sure your intention is to deliver them. -- (talk) 14:31, 31 January 2013 (UTC)
  • Tracking against agreed KPIs and plans in staff reports. Current reports only report what happened, not what failed to happen as was planned in the last quarterly report. Per "providing progress against key objectives" for the trustees as a top level requirement.
See the answer above Jon Davies (WMUK) (talk) 13:55, 31 January 2013 (UTC)
See what above? -- (talk) 14:10, 31 January 2013 (UTC)
To clarify, there is no "answer" above that includes any commitment to report delivery against planned activities for staff in addition to the current status reports of what has happened in the last 3 months. Trustees could spend significant time in the board meeting walking through each staff report and comparing it to last quarter's to discover if what was promised by each staff member was actually delivered or not, this would seem a very poor way of reporting progress against plan. Thanks -- (talk) 16:37, 31 January 2013 (UTC)
  • Deadlines for accepting amendments for draft board minutes, and deadlines for publishing board meeting minutes.
  • Prompt open publication of audits and reviews on wiki for matters of public concern and agreement as to which require board of trustee acceptance before publication and which do not.
  • Trustee and staff use of email addresses to be limited to making an official comment on behalf of the chapter in the role of trustee or within a defined staff role.
Discussed in another place. Jon Davies (WMUK) (talk) 13:55, 31 January 2013 (UTC)
Where? If this is not agreed elsewhere with the trustees, then it will need to be discussed in this board meeting. Thanks -- (talk) 14:10, 31 January 2013 (UTC)
In my emails to you and the board today.Jon Davies (WMUK) (talk) 16:21, 31 January 2013 (UTC)
Then the agreement is to discuss the policy to limit use of email by Trustees and Staff as proposed this week. I have included a version of the suggested policy below. This would, for example, make it no longer possible for trustees to put "my personal opinion" or similar at the bottom of emails and believe that to be sufficient distinction. I have already personally taken steps to comply with this policy, based on it being stated as immediately effective.
That same email discussion included a change to the scope of Staff roles, which may now be increased to cover Wikimedia project activities, such as answering or raising specific Wikimedia project questions (by email or phone enquiries to the Chapter office) which appears to duplicate the role of unpaid OTRS volunteers and volunteers on Wikimedia project help noticeboards, or other activities of volunteer Wikimedia project contributors. This area of paying staff, and by logical extension, volunteers to provide Wikimedia in-project help and advice will also need discussion in the board meeting. Thanks -- (talk) 16:55, 31 January 2013 (UTC)
Policy to limit email use - Draft

It's really important that we maintain a distinction between our roles as, respectively:

  • Editor/Volunteer
  • Staff/Trustee
  • Any other affiliations (eg the WCA, Education Committee, advanced permissions etc)

Particularly, emails sent from an email address will be seen to have been sent on behalf of the chapter.

In summary: Please only send emails from email addresses if you're speaking in your role as a Wikimedia UK representative, whether that be staff, trustee, or anything else. Other roles should have their own email accounts.

  • Agreement on periodic Trustee DOI audit/review.
  • Agreement of defined Board of Trustees vote procedures.
  • Agreement for trustees to agree policies and policy changes, but not detailed work work instructions.
  • Numbering and tracking actions against meetings in the minutes.
  • GLAM Committee has not formed or met, I propose it is considered defunct as there are no other volunteers willing to lead it since I stepped back and became an observer.
It met on October 17th, notes were circulate., I convened it and we agreed a plan to go forward on the Wiki in R's and some other things. We have a mailing list for GLAMWIKI 2013 which functions and I have a meagre but existing GLAM list to share information. Bigger picture is that with a glam person starting and lots of glam work going on we need this committee. This would seem a strange time to lose such an important committee. Let's find people to keep it going. I suspect that the GLAMWIKI is taking away some of the attention that will come back. By the way staff are working on a draft for how sub committees could work that I hope to be able to share soon.Jon Davies (WMUK) (talk) 13:55, 31 January 2013 (UTC)
I am aware of the status, thank you for summarizing. I will propose to disband if we are unable to find one volunteer prepared to take the role of chair of this committee. It has already drifted for three months without a meeting. Thanks -- (talk) 14:10, 31 January 2013 (UTC)
  • Chapters Conference attendees from WMUK should be agreed to give time to plan travel.
  • Staff reports remain pdf files rather than on-wiki documents, making them much harder to read or comment on. The default should be to maximize openness and transparency—open source, openly published and open to feedback.
We publish on-wiki as much as possible. Some encouragement would be appreciated for how far we have come. For instance the weekly reports are no longer PDF's. It is horses for courses; documents with spreadsheets and grids do not lend themselves to the pages. The risk register, for instance reads much more easily as a gdoc despite Richard N spending over three hours trying to knock it into chape. Not I think a great use of his time.Jon Davies (WMUK) (talk) 13:55, 31 January 2013 (UTC)
More can be done on-wiki, there is no particular reason why the staff reports (which have to date been simple text) cannot be written on-wiki. We can discuss, again, how we can better be seen to implement our shared value of openness and transparency in the board meeting. I will be happy to laud the fantastic progress of staff in the board meeting; that should not stop us from discussing improvement and reporting accurately and openly on failures. Thanks -- (talk) 14:10, 31 January 2013 (UTC)

The following explanatory note should be entered into these meeting minutes with a reference against vote (number not given), if necessary I shall read them out to be minuted, as they were deleted from the currently draft minutes of board meeting no.9 and consigned to the discussion page.

My nay was in the context of underpinning concerns of taking a heavily contractual and legal approach to future GLAM WIR projects. There is a definite need to protect trademarks, the Wikimedia "brand" and WMF word marks, however the majority of other potential issues of reputational risk are probably better addressed by policy and friendly comprehensive guidelines so that institutions and volunteers have no doubt how best practice for WIR projects, partnerships and joint funding may work, particularly when there are serious failures or exposures. At the end of the day, there is nobody here we would ever sue for damages, and we are free to withdraw funding at any point, or where there are no funds being used, take a project off our "official" register of approved projects, should that be the key issue. There is a danger that we are shifting to unnecessary bureaucracy that will drive great open knowledge projects away from the chapter and the support of the Wikimedia movement and volunteer network.

Thanks -- (talk) 22:28, 30 January 2013 (UTC)

Note that I haven't defined any deadline for changes to the agenda - the agenda is currently set by the chair, and I don't think there's a deadline for changes (although the deadline for reports as set by Chris was today). My understanding of our current approach to reports is that they contain 'for information' items, with items requiring discussion/decision belonging on the main agenda, which strikes me as a very sensible approach. There is an agenda item for questions about items in the reports, which hopefully everyone will have read in advance of the meeting.
On your point about the Chapters Conference - that's already in the agenda under 'Representatives at Wikimedia Conference 2013'. Thanks. Mike Peel (talk) 22:59, 30 January 2013 (UTC)
A Big debate as to who should go at the other end with the Conference being a bit controversial at the moment. Possibility of one member from each chapter plus a staff member and WMF reps.Jon Davies (WMUK) (talk) 13:55, 31 January 2013 (UTC)
Funding for the conference haven't even been confirmed yet... KTC (talk) 14:50, 31 January 2013 (UTC)

Papers for the board[edit source]

Governance Review[edit source]

With regard to the request to have this in-camera, I suspect Compass are just being cautious. I could imagine this is an issue if they are offering advice that they would not be prepared to make publicly or publish, or intend to make reference to material that they independently chose, for whatever good reason, to exclude from the final report. I suggest we carefully review with them at the end of that session if all, or parts, of the in-camera session should be made public rather than leave it as in-camera by default.

Considering the potential importance to the charity, including changes to the Articles, my preference would be to have the session recorded on video so that we can later make the call about releasing it as fully as possible, or indeed as an internal record so that there is no confusion as to detail or in-camera discussion that occurs. Thanks -- (talk) 20:31, 6 February 2013 (UTC)

I agree with Fæ. Definitely if we have the session in-camera then it should be video recorded, as I'd like to focus on the discussion rather than also having to write minutes. Thanks. Mike Peel (talk) 20:51, 6 February 2013 (UTC)
As a lay member with an interest in this review and its effect on the charity, I would like to see the discussion held in public, but I can see why the reviewers would want it in-camera. I do agree with Fae that it's essential to properly document it (whether it takes place in-camera or not) and to release as much as possible so that the membership can have an informed discussion about the review. Thanks, Harry Mitchell | Penny for your thoughts? 20:31, 7 February 2013 (UTC)

Apologies[edit source]

I think I need a weekend off, so I'm not going to attend as I usually would. There were two items on Sunday morning that I was going to talk about, but which are non-urgent, so can be carried to another time. MartinPoulter (talk) 14:28, 7 February 2013 (UTC)

Thanks Martin. My power of gay intuition tells me that the board has at least twice as much tricky and complex stuff that we ought to cover than we have time for, so it's a good decision. Cheers -- (talk) 15:58, 7 February 2013 (UTC)