Trustee Code of Conduct/Proposal November 2012

This proposal is under construction. It is planned to be presented to the Board in November 2012. Changes are highlighted in red.

I will respect and uphold the values of Wikimedia UK (WMUK), in particular:

• To value the contribution of volunteers
• To encourage, involve and engage volunteers
• To recognise that the contribution of volunteers is central to the activity of the organisation
• To be transparent and open
• To promote the value of free and open licences
• To have respectful and professional working relationships internally and externally
• To promote an open approach to learning and knowledge

General

I will act within the constitution of WMUK and the law, and abide by the policies and procedures of the organisation. This includes having a knowledge of the contents of the constitution and relevant policies and procedures.

I will support the objects and mission of WMUK, championing it, using any skills or knowledge I have to further that mission and seeking expert advice where appropriate.

I will be an active trustee, making my skills, experience and knowledge available to WMUK and seeking to do what additional work I can outside trustee meetings, including sitting on sub-committees.

I will respect organisational, board and individual confidentiality, while never using confidentiality as an excuse not to disclose matters that should be transparent and open.

I will develop and maintain a sound and up-to-date knowledge of WMUK and its environment. This will include an understanding of how WMUK operates, the social, technical, legal, political and economic environment in which it operates and the nature and extent of its work.

I will use WMUK’s resources responsibly, and when claiming expenses will do so in line with WMUK procedures and policies.

I will seek to be accountable for my actions as a trustee of WMUK, and will submit myself to whatever scrutiny is appropriate.

I accept my responsibility to ensure that WMUK is well run and will raise issues and questions in an appropriate and sensitive way to ensure that this is the case.

Managing Interests

I will not gain materially or financially from my involvement with WMUK unless specifically authorised to do so by unilateral support of the trustees.

I will act in the best interests of WMUK as a whole, and not as a representative of any group – considering what is best for WMUK and its present and future beneficiaries and avoiding bringing WMUK into disrepute.

Unless authorised, I will not put myself in a position where my personal interests conflict with my duty to act in the interests of the organisation. Where there is a conflict of interest I will ensure that this is managed effectively in line with WMUK's Conflict of Interest Policy.

I understand that a failure to declare a conflict of interest may be considered to be a breach of this code.

Meetings

I will attend all appropriate meetings and other appointments at WMUK or give apologies. If I cannot regularly attend meetings I will consider whether there are other ways I can engage with WMUK.

I will do my utmost to prepare fully for all meetings and work for the organisation. This will include reading papers, querying anything I do not understand, thinking through issues before meetings and completing any tasks assigned to me in the agreed time.

I will actively engage in discussion, debate and voting in meetings; contributing in a considered and constructive way, listening carefully, challenging sensitively and avoiding conflict.

I will participate in collective decision making, accept a majority decision of the board and will not act individually unless specifically authorised to do so.

I will participate in decision making processes that take place between meetings, including those via email or telephone.

Governance

I will actively contribute towards improving the governance of the trustee board, participating in induction and training and sharing ideas for improvement with the board.

I will help to identify good candidates for trusteeship at WMUK and encourage those candidates to put themselves forward for election to the Board.

Relations with others

I will endeavour to work considerately and respectfully with all those I come into contact with at WMUK. I will respect diversity, different roles and boundaries, and avoid giving offence.

I recognise that the roles of trustees, volunteers and staff of WMUK are different, and I will seek to understand and respect the difference between these roles. Where I volunteer with the organisation I will maintain the separation of my role as a trustee and as a volunteer. Where there is a risk of my activity as a volunteer falling in conflict with my role as a trustee, I shall take steps to ensure the conflict does not become an issue.

I will seek to support and encourage all those I come into contact with at WMUK.

Any public comments I make about WMUK will be considered and in line with organisational policy, whether I make them as an individual or as a trustee.

Leaving the Board

I understand that substantial breach of any part of this code may result in procedures being put in motion that may result in my being asked to resign from the trustee board.

Should this happen I will be given the opportunity to be heard. In the event that I am asked to resign from the board I will accept the majority decision of the board in this matter and resign at the earliest opportunity, if necessary involving the procedure under Article 4.4.

If I wish to cease being a trustee of WMUK at any time, I will inform the chair in advance in writing, stating my reasons for leaving.

Signed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Appendices

Nolan Committee Requirements

Background information is at Committee on Standards in Public Life

In addition to the duties and liabilities of the Trustees the Nolan Committee on Standards in Public Life (1994) identified personal standards of conduct for directors, based on seven principles.

Trustees of Wikimedia UK should act with:

• Selflessness: Trustees of Wikimedia UK have a general duty to act in the best interests of Wikimedia UK as a whole. They should not gain financial or other material benefits for themselves, their family, their friends or the organisation they come from or represent.

• Integrity: They should avoid actual impropriety and avoid any appearance of improper behaviour. They should not place themselves under any financial or other obligation to individuals or organisations that might seek to influence them in the performance of their role as Trustees of Wikimedia UK.

• Objectivity: In carrying out their role, including making appointments (staff or trustee appointments) awarding contracts, recommending individuals for rewards and benefits or transacting other business the Trustees should ensure that decisions are made solely on merit.

• Accountability: The Trustees have a duty to comply with the law on all occasions, in accordance with the trust placed in them and in such a way as to preserve public confidence in Wikimedia, and are accountable for their decisions and actions to the public, funders and service users. They must submit themselves to what scrutiny is appropriate to their role.

• Openness: The Trustees must ensure that confidential material, including material about individuals is handled in accordance with due care and should be as open as possible about their decisions and action that they take. They should give reasons for their decisions and restrict information only when the wider interest clearly demands.

• Honesty: The Trustees have a duty to declare any interests relating to their trustee role and to take steps to resolve any conflicts that may arise. Where private interests of a trustee conflict with their trustee duties they must resolve the conflict in favour of their trustee role. They must make relevant declarations of interest in the different circumstances and roles they play both within and outside Wikimedia.

• Leadership: The Trustees should promote and support the principles of leadership by example. They must respect the role of the Chief Executive.

Trustees Liabilities

Trustees/Directors of incorporated charities, i.e. those which are companies limited by guarantee, are treated in the same way as any director of a limited company. The company is a "legal person" and its directors are not liable for the debts of the company beyond the sum they have guaranteed if they are "members" of the company. Directors are also not liable in contract or tort (a civil wrong), although recently courts have held directors liable for criminal actions of the company.

Trustees can be held personally liable for:

1. breach of trust under charity law - e.g. spending the charity's funds on an activity which is outside its legal objects/losses from speculative investments/un-permitted political activity;
2. breach of fiduciary and statutory duties - e.g. using the charity's assets to procure a benefit for the trustees/making a loan to a trustee;
3. wrongful trading under the Insolvency Act 1986 - i.e. continuing to trade where the board knew, or ought to have known, that the company is insolvent;
4. fraudulent trading;
5. acting as a company director when disqualified;
6. failure to comply with relevant statutory requirements - in areas such as health & safety, data protection, trade descriptions, deducting PAYE from employees etc.

Trustees who have behaved honestly are unlikely to suffer financial loss as a result of their trusteeship. The Charity Commission states that "if trustees act prudently, lawfully and in accordance with their governing instrument then any liabilities they incur as trustees can be met out of the charity's resources".

Compliance

The appropriate compliance with this code is measured by:

• Records of an at least annual review of public and confidential declarations of interest by trustees. The review will be conducted by the trustees of each other, and with the support of an external independent advisor and the Chief Executive. The review will assess that declarations are sufficient, necessary and made public by default when appropriate. Declarations are confirmed and recorded at each Board meeting to ensure there is no conflict with the agenda.
• Records of trustee training to demonstrate an understanding of policy and legal requirements.
• Records of participation in votes and attendance at Board meetings.

Signatures

Trustees are required to physically sign a printed version of this code of conduct that is then stored at the Office, and also to publicly digitally sign it below.

Signed: