Meta:Recommendations for chapters and thematic organizations

This essay is meant to neutrally document sourced, professional recommendations that have been made for the governance of Wikimedia chapters or Wikimedia Thematic Organizations. Currently it is based on recommendations by Compass Partnership for Wikimedia UK following some controversies, particularly concerns about conflicts of interest. The original PDF is available for download from WMUK under a CC license (see the DJVU version for unsecured text). This essay includes only some of the recommendations from the original report.

Characteristics of good governance

The Compass Partnership describes "an extensive survey of the governance of UK charities conducted by Compass Partnership and the Centre for Charity Effectiveness at Cass Business School (Hudson and Ashworth, 2012). In this research the Chairs, Chief Executives and governance managers of over 200 major charities responded to over 100 questions about their governance. The research identified 50 characteristics of effective charity governance... The extent to which these characteristics of good governance can be applied will depend on individual organisational circumstances. We have adapted them for the culture and values of Wikimedia UK, set them out below under four headings and assessed the organisation’s governance against them" as now largely achieved (green), work in progress that needs to be completed (yellow), or requires/could benefit from more attention (red). These were presented with the caveat that "characteristics of good charity governance may be different in other countries", noting that new charities typically receive lower ratings.

Governance structures

Board composition and terms of office

• A board of between 8 and 12 people

CP recommended a board of six elected trustees and three co-opted trustees ("the board recruiting and appointing them using a similar approach to recruiting someone for a job") to ensure "an appropriate mix of skills at any one time", with a maximum size of 11 trustees. (4.1.1)

• With terms of office of 2 – 3 years

CP recommended two-year terms.

• Serving for 2 or 3 terms with a review at the end of the first term

CP recommended a maximum of three terms of office extended "only if there are very exceptional circumstances"

• With a Chief Executive who attends but does not vote

CP urged a vice chair, chosen as a source of wise council, to attend when the Chair cannot.

Committee structure

• A board that delegates some governance to governance committees

CP urged the formation of two three-member committees, a Governance Committee and an Audit and Risk Committee (see below).

• With between 3 and 5 members of each committee
• Also making use of time limited governance task groups
• And an assembly or annual meeting for stakeholders to meet to influence governance
• And cross membership with subsidiary organisation boards

Governance processes

Recruiting and inducting members

• A board with a governance committee to engage in a skills audit and active search
• A board that appoints committee chairs and members on the recommendation of its governance committee
• That in turn recruits to achieve diversity in its membership including co-option
• Using an agreed grid of skills and experiences to search for new board members
• With an agreed grid of skills and experiences needed in future years
• Deploying a range of methods to attract candidates
• Providing substantial information to inform the electorate
• Giving board members a wide range of experiences during their induction
• Leading to a board that has all the skills and experience to provide excellent governance

Appointing and evaluating the Chair

• A board that uses a range of methods to recruit candidates for the role of Chair, and appropriate methods to select the Chair
• Who ideally was a member of the board before becoming its Chair
• Whose performance is evaluated with input from board members

Overseeing organisation performance

• A board that uses ‘traffic lights’ or similar to track performance against plans
• That reviews the organisation’s risk register at least once a year
• Where the Chair reviews the Chief Executive’s performance once a year
• Taking input from board members and the senior management team if appropriate

Performance of governance

• A board that formally reviews its own performance every 1- 2 years
• That uses a range of methods to review its performance
• And spends at least 2 hours per year striving to improve its own performance
• That formally reviews individual board member performance at least every 2 years
• And that systematically reviews the performance of board members before they stand for second or subsequent terms of office
• And that publishes attendance at board meetings by individual

Governance meetings

Meeting structure

• A board that meets between 3 and 6 times per year
• With no more than 15 people in the room
• Having at least one away day per year

Meeting management

• Future board agendas that are rigorously planned by the Chair and Chief Executive
• A board that has part of at least two meetings per year with only the Chief Executive present and part of at least two meetings per year with no executives present
• That resolves most matters by broad consensus and has formal votes when required
• That discusses its forward agenda at least twice per year
• That uses a ‘consent’ item at every meeting or another method of disposing of some business quickly
• And that is satisfied with the quantity, quality and timeliness of information provided to the board

Governance behaviours

Effectiveness of board members

• A board where full attendance is expected by all members and that achieves average attendance of 80% or more
• That uses the full and appropriate range of members’ skills and experiences
• Where members meet for at least one day per year outside meetings
• Where conflicts of interest are always raised, recorded and properly managed

Chair - Chief Executive relationship

• A board where the Chair and Chief Executive are in regular email contact and/or speak with each other about weekly
• Where the Chair gives at least 20 days per year to the organisation
• And sits on or has sat on or observed at least one other board
• Where the Chief Executive has sat on or attended at least one other board
• Leading to the Chair and Chief Executive having an excellent relationship and taking actions to develop their relationship

CP recommended a scheme of delegation of authority from the Board to the Chief Executive in which "instructions to staff should come from the Chief Executive and not from trustees." "To ensure that there is a single person managing the Chief Executive, he/she should report to the board through the Chair." (4.4.2)

Behaviour in meetings

• A board that focuses sufficiently on strategic rather than operational matters
• Where members are good at praising management
• And providing robust but also appropriate challenge
• Where members are good at listening to each other and working as a team
• Where there is an atmosphere of openness, confidence and mutual trust within the board and between the board and management.

Governance in a movement

• An overarching vision for the movement adopted by the chapter
• Clear and appropriate delivery of arrangements to govern relations between the different parts of the movement
• An open, ethical and constructive relationship with other organisations in the movement
• A high regard for other member organisations in the movement
• A facility to learn from other organisations in the movement

Recommendations on committee structure

CP suggested the establishment of two committees with three members each. "It is envisaged that governance committees would meet less frequently than the board (and sometimes by teleconference or Skype) but when they do meet their meetings should be held at least two weeks before board meetings so minutes of their meetings can be circulated with board papers."

Governance Committee

"The board should establish a Governance Committee of at least three people which should be responsible for:

• establishing and maintaining a grid of the skills and experience required on the board and identifying those that are currently met and unmet
• organising the review of the performance of trustees before they seek re-election
• managing the process of electing trustees including checking that potential conflicts of interest are declared in advance and are permissible and manageable, and proposing any policies to inform the election
• when required, advising the board on the eligibility for company membership, including whether company members who are blocked from editing or from other principal activities of the movement should have their company membership terminated
• informing the organisation’s members of the skills and experience the organisation requires on the board and when appropriate actively encouraging people with those skills to stand for election
• organising the review of the overall performance of governance at least once every two years
• anticipating and managing the process of succession of the Chair.

The Governance Committee should be chaired by the board Chair, except when decisions are being made about chair succession. It could include one or two independent external people with governance expertise if board members felt this was helpful, and should both have regard to and seek advice from the Wikimedia Foundation on governance matters that relate to the wider movement."

Audit and Risk Committee

"The board should have an Audit and Risk Committee of at least three people to take primary responsibility for audit and risk matters on behalf of the board. It should be responsible for:

• making recommendations to the board on the appointment of auditors
• previewing the annual report and accounts, to ensure a quality document goes to the board
• reviewing the charity’s annual statement on internal control and its compliance with regulatory guidance and recommending it to the board
• previewing the risk register to ensure that a considered document goes to the board
• undertaking other Audit Committee responsibilities as set out in the guidance from the UK Charity Finance Group.

This committee should be chaired by a member of the board, and have one independent member appointed by the board on recommendation of the Governance Committee.