Talk:Trustee Code of Conduct
- Probably... I'd prefer that if someone left, they said why, rather than just vanishing into the wilderness! The Land 12:29, 9 February 2012 (UTC)
"I will not make public comments about the organisation unless authorised to do so." - This is really the wrong way around - we can't expect Wikimedians to ask for "authorisation" for everything they say, particularly given the public nature of most of what we do. We need something on this kind of point, but the reality is rather more complex. How about;
- "I will not make public statements on behalf of the organisation unless they accurately reflect the position of the whole organisation. Where there is likely to be doubt about whether my views are personal or whether I am representing Wikimedia UK, I will seek to make this clear. I understand that the personal views of trustees may affect perceptions of the charity as a whole, and will take care not to bring Wikimedia UK into disrepute.
Regards, The Land 12:28, 9 February 2012 (UTC)
I've added data protection to the list of things Trustees can be held personally liable, per s61 of the Data Protection Act 1998. This (tiny) risk of personal criminal liability goes beyond directors/trustees to "manager, secretary or similar officer" where consent, connivance or neglect can be attributed to them. Because of this, should this be recorded elsewhere? Rwendland 16:08, 9 February 2012 (UTC)
The WMF board's version
The WMF board had a lot of discussions about something similar to this back in 2007/2008. You can see a draft "statement of obligations" here, a final "code of conduct" for the staff and board here and a lengthy foundation-l discussion (mostly regarding the non-disparagement clause in the draft) starting here. You may find some of that useful. It would also be worth asking the WMF board what they settled on in the end - it looked like they would probably end up not signing anything like it, but I don't know if they came up with something else to sign in the end. --Tango 17:20, 9 February 2012 (UTC)
Highlighting Charity Commission responsibilities
[I realise it is now past the board meeting where the code was discussed. But this seems important enough to warrant an amendment, per the "decided upon by email" board decision.]
The code makes no real mention of responsibilities to the Charity Commission, or the (remote) risk of an investigation by the Charity Commission, which would be onerous upon Trustees. Having got the agreement WMUK is a charity, its actions have to remain in line with being a charity, beyond the director constraints of company law that the code mostly discusses. As the CC guidance says: "Trustees must comply with the legal duties of charity trustees in the administration of a charity."
I would have thought the code should:
- advise/require new trustees to read CC3 - The Essential Trustee: What you need to know;
- mention the CC website section Guidance for trustees, employees and volunteers;
- which mainly is a link to Reporting Serious Incidents - guidance for trustees, so probably warrants a specific mention in the code - possibly guiding Trustees on what extent they should discuss suspected "Serious Incidents" with other trustees before reporting it to the CC.
The CC guidance also says that charity law (s72.1 Charities Act 1993) disqualifies who can be a trustee, and this appears to go beyond the "company director when disqualified" situation mentioned in the code. e.g. having an IVA (Individual Voluntary Arrangement) or other undischarged arrangements with creditors disqualifies you from being a charity Trustee, while not preventing you being a director. Should this be mentioned? Note: "It is normally an offence to act as a trustee while disqualified unless we have given a waiver". (See "Legal requirement" section in .)
Hopefully one of the existing Trustees could add to the Code on this topic, if this is considered important. I could have a stab at something, but I have no experience beyond having read CC advice & documents. Rwendland 12:10, 13 February 2012 (UTC)
- Hmmm, yes, sounds like a good point. Of course the Code of Conduct is *in addition to* any legal or regulatory obligations on Trustees, from whatever source, but since we are noting the other legal requirements we should probably note the Charity Commission's guidance as well... The Land 18:40, 13 February 2012 (UTC)
- I think we have covered this point by requiring trustees to sign the code and require them to have recognized trustee training (which is very cheap by the way, normally £30 or less and locally delivered). Having gone through this myself, I found it very useful, not least being able to compare notes with trustees from many other types of charity. The training answers many basic questions and definitely emphasises the Charity Commission requirements. This is the first year we have required this of trustees and the plan is to ensure the board considers on-going training (some sessions can be specialized, for example focussing on financial control or the role of the chair) and personally I hope this will result in all trustees having training or refresher courses in different aspects every year. --Fæ (talk) 14:54, 20 September 2012 (UTC)
Planned improvement to bundle in the next version of the code
Conflict of Interest Policy
The Conflict of Interest Policy should be reviewed against this code to ensure consistency. For example the COI policy does not explain if all possible past interests should be declared or if there is a reasonable time limit (such as being employed by a current or future charity supplier or partner more than 5 years ago). There is no limit for declaring past employment with the WMF, and there may be other organizations for which specific unlimited declarations may be considered appropriate.
The COI policy may usefully explain if there are unpaid activities or memberships that need declaration as interests. Any current or past membership of an related institution or forum may need declaration and explanation of how this is not in conflict with the charity's mission. For example current or past membership of a political party which has lobbied either for or against aspects of the mission. Expiry dates on these memberships may not be possible to define and depend on how closely related these organization are in their missions. For example membership of the Pirate Party, may be considered worth a public declaration even if membership expired more than five years ago, whilst past or current membership of the lobbying charity Stonewall might be considered not relevant to declare as a past or current interest.
It should be noted that in dialogue with an external expert (me reviewing governance policies with Peter Williams, a nationally recognized charity improvement expert, in March), we agreed that:
- WMUK requires Board members to have 'interests' which give them insight into the field and help shape the direction of the charity. Good discussions before decisions and a policy of collective responsibility for all decisions should ensure that individual interests do not dominate. It is only when major factions arise that interests can become problematic in a general way.
Our COI policy and code should recognize and provide for the value that future board members with manageable interests can offer. For example a past employed Wikimedian in Residence, a past WMF employee, an experienced paid Wikimedia trainer, a past employee of Wikimedia UK or a current employee of a GLAM or other partnering institute, should not be automatically excluded from volunteering to serve on the board, and though the charity is well advised to take a conservative approach to risk, it would not be in the long term interests of the charity to be so excessively conservative in approach that our policies limit trustees to being the retired, unemployed or the filthy rich (with no intended prejudice against current or future board members that self-identify in these groups :-) ). --Fæ (talk) 08:55, 20 September 2012 (UTC)
This section is very generic at the moment. There are some areas that would need discussion with the trustees but could be usefully detailed.
- The period allowed before running as a trustee on the board for direct financial interests‡ to have expired. I would recommend twelve months would need to elapse since money had been received from these interests before a member could run for a trustee position.
- The period to expire after being a trustee to engage in direct financial interests. I recommend twelve months unless agreed with the board, who will make a decision based on the potential for reputational risk.
- Indirect but related‡ financial interests should have some definition. Who judges (we envisage an independent panel of trustees) and public guidelines for their assessment of whether indirect and related financial interests are manageable‡ can be usefully added to either the trustee code or the COI policy. If a related interest is not realistically manageable, then the above expiry periods would need to apply.
- The limits on what interests may be declared in confidence to the board as opposed to publicly have not been established. There would need to be an open discussion about what would be reasonable. For example declarations about a trustee's spouse's employment may be considered suitable for an in-camera disclosure to the board, but a trustee receiving direct payments from a Wikimedia related research project would need a public declaration.
- Beyond the declaration, we may need to include more information on how declarations are made at every board meeting (based on related agenda items) and how declarations, and significant changes in declarations for a currently serving trustee, are reviewed with the members.
‡ The indicated terms would need further explanation in the code, to avoid later confusion. These may not be as simple as the standard dictionary definition.