Compass Partnership

“ We are certain that the review will lead to our charity and our movement being in a much stronger position.’
The Wikimedia movement as a whole expects the highest ethical standards in public governance and conduct of movement organisations, including chapters. The Wikimedia Foundation board states that ‘every organization in [the Wikimedia] movement must go beyond local regulatory requirements and adopt our movement’s unique principles and best practices around governance, transparency, and accountability’. ”

“ This degree of detailed involvement in the organisation can make it challenging for a board to perform its primary roles of setting strategy and overseeing implementation.
One of the main activities of Wikimedia UK volunteers is writing and editing entries in Wikipedia. We recognise that this requires a strong focus on evidence, precision about detail and a high degree of transparency. While it is important that governance is based on good information, the culture of contributing to an encyclopaedia is different from the most appropriate culture for charity governance. ”

“ Also looking forward it was noted that 'Wikimedia UK will continue to be a high growth, high profile charity and will need experienced and skilled trustees to manage the challenges of the future. Trustee recruitment should continue to be a priority for the chapter and I hope that a new effort is made this year to find new people with the right skills and experience who can help take the chapter to the next level'. ”

“ Two trustees have resigned since the AGM and one has been co-opted. All are currently male. One trustee is at the time of writing blocked on English Wikipedia. The Chair is elected by the board. While there are committees working on projects, there are no governance committees.
In undertaking their role, Wikimedia UK trustees often have contributed much time and thought. We note that in the first 12 months as a charity the board met on 16 occasions. Some of these meetings were held by phone and others over a weekend. ”

“ By looking closely at our governance policies and procedures, and how those have been acted on, we expect the review to have clear recommendations which will help us follow best practice in every area of governance. ”

“ The research identified 50 characteristics of effective charity governance. It concluded that in summary the key drivers of an effective board are that it:
Works well as a team Ensures meetings deliver excellent governance Has the required skills and experience Focuses on strategy Operates with openness and trust Has sufficient diversity Praises management Provides robust challenge Uses committees effectively Gives thorough induction. The extent to which these characteristics of good governance can be applied will depend on individual organisational circumstances. ”

“ The Commission notes that much of its guidance is based on the fact that 'the law states that trustees cannot receive any benefit from their charity in return for any service they provide to the charity unless they have express legal authority to do so' and that 'trustees should bear in mind that when they are dealing with the business of the charity, their overriding duty is to act in the best interests of the charity'. ”

“ The Wikimedia UK board passed a resolution in November 2012 stating that ‘no Trustee of Wikimedia UK will receive any financial benefit or consideration from offering or engaging in consultancy services related to Wikipedia or other Wikimedia projects'. ”

“ There is a need for communication from trustees to be clear about the capacity in which they are communicating, as a trustee or a private individual, and in a manner that makes this clear to the reader/listener. Within a movement it is appropriate that those involved in requesting a product, service or right from another organisation within that movement should proactively effectively identify any potential conflict at the time of the request. ”

“ The trustees perform this role as unpaid volunteers and exercise their responsibilities under UK law and practice.
2.2 Governance culture at Wikimedia UK Before making our assessment of current Wikimedia UK governance in the next chapter we wish to note certain broad features of the culture of this governance.
Wikimedia UK has emerged from being run by a small group of committed volunteers who, with the support of other volunteers, did most of the work themselves. Employing a Chief Executive and staff requires board members to adopt a new role and form new relationships. ”

“ If you wish to respond, please would you email your response to the five questions below to us at Compass Partnership at wikicompassnet.co.uk by Wednesday 28th November 2012.
Wikimedia UK is a charity and company. It is governed by a board of trustee/directors. There are currently six trustees. They are not paid for their work as trustees. The organisation is subject to English charity law and the trustees have established governance codes of conduct. The role of the trustees has been described as planning, setting high level policy, and monitoring performance. ”

“ Board members should generally not control spending of individual budget lines as these should be governed by general delegated financial responsibilities. 4.5 Governance in a movement Strong and effective relationships are an essential ingredient of any movement with a central body licencing chapters to use the organisation's name in different territories. Trust and openness are vital. We therefore make a number of recommendations designed to strengthen this crucial relationship ”

“ Board members who are both operational volunteers and trustees should be clear about these separate roles. When acting as trustees they should be accountable to the board through the Chair for their activities and actions. When acting as volunteers on projects, they should usually be accountable to the Chief Executive or through the leader of the initiative to the Chief Executive.
42.
Board members should recognise their crucial role in supporting the Chief Executive to achieve the organisation's objectives. ”

“ One of the more difficult potential types of conflicts of interest to identify and manage is when the potential benefit is indirect or delayed. The transfer of ownership of QRpedia intellectual property was not resolved quickly and that lack of resolution and associated matters created the risk of outsiders perceiving a potential conflict of interest. ”

“ These provide the basis for effective meetings which in turn are dependent on excellent relationships and behaviours.
Structures are the easiest to modify and board behaviours are the most difficult to change. ”

“ In neither case need this first be at a board meeting – the Chair or board can be advised by email. The materiality of the potential conflict should be identified and made transparent (see recommendation 29) . ”

“ The board has on several occasions sought guidance from advisers, including lawyers, on challenging matters. This should continue. If advice is sought and not accepted, then the board should be very sure this is the right legal, ethical and organisational course. 4.4.4 Behaviour outside meetings
41. ”

“ See for example Dyer P, The Good Trustee Guide, NCVO, London, 2008, chapter 20. ↑ We suggest avoiding the term 'recuse' as it is insufficiently precise and may have different meanings in different countries. ”