Talk:Audit committee/Organizational best practices

Linking in

Thank you, Stu - linked from the MR accountability standards. –SJ talk | translate   07:33, 8 February 2012 (UTC)

It would help to have footnotes or references at the bottom that link out to those and other sources referred to in compiling the points listed here, for those interested in reading more. –SJ talk | translate   08:40, 8 February 2012 (UTC)

That would be great, SJ. Definitely go ahead and add links to sources the MR team used. Stu 17:54, 8 February 2012 (UTC)

Relationship to Movement roles/accountability standards

Within the movement roles process, a rough draft of accountability standards was created at Movement roles/accountability standards. Is there any relationship between this draft and that one? sebmol ^? 07:37, 8 February 2012 (UTC)

Yes I started with that, but tried to add more color/principles at the top, to organize in the way that makes a bit more sense. I also tried to prune things. For example, the Good Governance section at the bottom of the MR text was IMHO a) too detailed to be a high-level standard and b) too detailed given differences in jurisdictions and national practices. And the Donors items I felt were really just addressing general transparency. I'm totally open to adding some of that back in, but am trying really hard to keep this concise and short so it doesn't grow into a long checklist that no one will ever bother to read. My goal is to keep this to one page when printed (not that anyone prints anymore). Stu 07:44, 8 February 2012 (UTC)

Arguments

I think it would be very helpful particular in terms of reaching universal acceptance if individual standards were supported by specific arguments on why they are useful/necessary/worthwhile. Saying that, for example, board minutes ought to be published within 30 days of the session establishes what is to be expected. It doesn't say, however, why or to what end such publishing is useful, or why 30 days is more appropriate than, say, 10 or 90. sebmol ^? 07:41, 8 February 2012 (UTC)

I agree. Go for it and please add your thoughts. In the end many such guidelines can be somewhat arbitrary. To me what's important is that guidelines:

1. reflect the realities of the particular environment. so given that most of our movement organizations are volunteer driven, I don't think it makes sense to require everything to be published with a few days of the meeting. I know at the WMF we're all so exhausted after marathon 3-day board meetings that the last thing our poor secretary wants to do is immediately try to condense all her notes into minutes.
2. are something everyone can agree on. What really matters in the example you cite is getting minutes published. having our movement agree on some kind of target deadline for publication might help all of focus on getting them published. Whether it's 10-days, or 30-days, or whatever, is less important than having a standard that pushes us to get it done. Stu 07:48, 8 February 2012 (UTC)

To stay with the example: why indeed is it good that board minutes be published? There's effort involved, as you point out, and having minutes that will be published naturally influences how they are written and what they contain (and, more often than not, more importantly what is left out of them). Yet, in general, people feel that it's good to publish them mostly, from what I can tell, because of rather vague general principles like transparency, accountability, popularity, etc. Is that good enough justification? If we have a rather clear understanding of the costs of a standard involved, ought we not have a similarly clear understanding of the associated benefits and how they outweigh the cost? I'm not trying to be obtuse. I'd just like that, if accountability standards do exist, they are well-reasoned, well-accepted, and actually fulfill their purpose. In other words: if, once these standards have been ratified, a board merely publishes minutes 30 days after a meeting because the standard says that's what they ought to do, without any actual understanding of why that's important/useful/etc., it's not enough, or is it? sebmol ^? 08:19, 8 February 2012 (UTC)

That's a great point, sebmol. The trick is how do you articulate them concisely enough to keep things short and focused. So we could articulate specific reasons for each standard, with a sentence or two on why it matters, maybe with some citations or academic studies or legal analysis of the benefits. Or we can just say at the top that "we believe in transparency." I would love if someone wants to do the more detailed work, point by point, and collect references. But I don't want to wait for someone to ge it done. I suppose I see the same kind of eventualism here as we see in articles. Let's start with something simple, and expand or add detail over time.Stu 04:04, 10 February 2012 (UTC)

Accountability Levels

Define different levels of accountability for the different organizations of the Wikimedia movement, depending on the amount of money they manage. We can define 4, 5 or 6 levels and for each level, a range of accountability criteria. The more high the level is, the more stringent are the criteria. For each level, a maximum amount of money is also defined. We can also consider date of creation for new organizations for the first levels.

For example:

• Level A1: organization existing for less than 2 years and wants to manage less than $ 20,000
• Level A2 : organization has existed for more than 2 years and wants to manage less than $ 20,000
• Level B: for organizations which wants to manage between 20,000 and $ 100,000
• Level C: for organizations which wants to manage between 100,000 and $ 500,000
• Level D: for organizations which wants to manage between 500,000 and $ 2 million
• Level E: for organizations which wants to manage over $ 2 million

Number of levels and figures here are just provided for information.

In addition to compliance with their national accounting and tax rules, WM organizations would have also to meet the "accountability level" to be able to handle the level equivalent money amount.

These criteria must be defined in the movement by an ad hoc committee and easily verifiable. Each year the committee checks that organizations meet criteria for the level they ask for and announce publicly the level of each organization and the not complied points in case of refusal of a level for a given organization.

This "levels system" would allow a greater accountability transparency in the movement, it will make the various organizations know which level of accountability they must meet without discouraging new or small organizations with excessive criteria (in view of the risk with the amount of money). It will also provide a known pathway and an possibility of anticipation for demanded accountability for growing organizations which be able to establish the necessary organization or recruitment to take a step forward.

TCY 01:42, 9 February 2012 (UTC)

Thanks, TCY. I was trying to make this somewhat higher level and universal, something that we can all agree to and get behind. But i do always like levels and break points. How would you apply these levels to the principles we're drafting here? In particular, what specific areas would you see having looser standards on for the earlier stage organizations? Most control items I think about (e.g. use of trademark) are binary. I could see a range for donor funds, but it's also pretty binary. either an org is mature enough to handle donors funds above some threshold, or it isn't. For example, what would you see changing between say your Level C and D and E? Stu 03:58, 10 February 2012 (UTC)

As I said criteria must be defined in the movement by an ad hoc committee, but for me by example, Level C organizations need to have a professionnal accountant, Level D organizations need to have in addition a financial external auditor, level E organizations need to have in addition an audit committee. TCY (talk) 23:10, 17 March 2012 (UTC)

I still don't see how levels would be meaningful in this document. To me, every organization in our movement should meet these best practices. Please review the current text and let me know if you agree.

There are additional requirements for organizations in specific situations, but in many cases local regulations will take care of this scaling quite well. The one area I do see being different is payment processing. In order to payment process, an organization would have to meet a much higher standard (essentially having same financial practices/procedures/controls as the WMF, plus going through regular mission-alignment reviews). But I don't think we are trying to detail those additional standards in this document. That's something we'll all sort out together if we move ahead with payment processing.Stu (talk) 23:56, 17 March 2012 (UTC)

Links between accountability standards reached and rights of the affiliated organizations

I think that we cannot impose duties to independent organizations but give them more recognition and privileges according to the level of standards they fulfill.

Here is a draft table to better explain the idea:

Sorry for not editing a wiki table but I didn't found the way to put vertical text.--Gomà 13:42, 12 February 2012 (UTC)

Standards and Consequences

I've had a think over the past few days on this proposal and I have a few minor comments to make. But first, I'll enumerate the things I like about what's being done here:

• Most of the standards proposed are easily measurable and quantitative, with little room for doubt if a body is meeting them or not.
• We're actually being asked for our thoughts before these are imposed!

With regards to consequences for failing to measure up to these standards, I recommend a flexible approach. I agree that consequences are required, otherwise the standards can and will be ignored. However, there are many reasons why a chapter might legitimately fail to meet some of these. A probation method is good, I suggest explicitly adding though that should significant progress be made towards addressing these issues within 90 days, then a further 90 days will be granted. This means that entities who have missed the boat but are trying to catch up get support rather than a beating, and only those entities which either refuse or are completely unable to comply face expulsion.

The other point I'd like to make is that meeting some of these will be a significant investment in time and energy for smaller chapters without staff to take care of such things. In that context I suggest adopting the model proposed by TCY above and allowing smaller groups more time to compose and finalise things like annual plans.

Some other thoughts:

• I assume this will also apply to the Foundation (not that I expect that the Foundation would fail to meet any of these standards).
• It's not clear if these would apply to all entities in the movement, including some of the more 'exotic' models proposed through the Movement Roles discussion, or entities that have no formal relationship with the WMF.
• Obviously, the question of who determines if an entity is in breach is a controversial question.
• Some thought as to how these standards would be legally applied needs to occur, particularly with regards to existing chapter agreements.
• I'm interested to know if any resources will be provided to assist groups who are having trouble with these standards to meet them.

Craig Franklin 21:17, 14 February 2012 (UTC).

emphasizing standards are for movement's benefit, not for one or another entity

Ad -- question on some your additions. We talked about being clearer that these are best practices for the movement, not something that the Audit Committee specifically is mandating. That makes sense and I made a bunch of edits to reflect this reality. You had added some language that seemed more like commentary around concepts than like edits for the best practices document. i just want to double check with on that. here's what you added:

The Audit Committee has a responsibility to "Establishes policies and procedures that ensure full transparency into the use of all donor funds raised under the Wikimedia name or on its sites, including those raised by the Foundation, the Chapters and other affiliated organization." The Audit Committee role is thus limited to donor funds raised under the Wikimedia name and help establish Foundation policies and procedure. The Audit Committee doesn't have the authority to establish policies and procedures for the movement as a whole. Wikimedia Chapters are independent legal entities for a good reason. The (Board of the) Foundation nor the Audit Committee exerts control over the Wikimedia Chapters. Who and how can establish movement wide policies and procedures is yet unknown.

Providing a link proofs compliance with basic governance and transparancy principles as set forth for example in the chapter agreement. Providing a link does not constitute reporting or accountability to the foundation. Neither does this principle require chapters to report to or be accountable to the foundation

added by Stu 12:46, 18 February 2012 (UTC)

WMF fiduciary duties

Often it is referred to the fiduciary duties of the WMF. Where does this come from? Whom is this duty served to? What are such duties? What does that mean in real life? <somebody knowledgeable please fill in ;) >

something like: Currently the WMF is the custodian of the Wikimedia movements principal domain names, and trademarks. .... --ThurnerRupert (talk) 20:53, 16 March 2012 (UTC)

Yes that's worth explaining a bit more. Basically it's a legal and ethical duty to someone who has given you money. It has broad ethical implications for all of us in the movement -- we all all have some fiduciary duty to spend donor funds in a manner consistent with the commitments made to donors. It has specific legal implications for organizations involved in funds flow. So as the owner of wikipedia.org, the Foundation has a fiduciary duty to donors solicited thru banners on that site. Any organization which holds donor funds (the Foundation, a chapter, etc.) has a similar duty to those donors.

More broadly, I also believe that we all have a similar ethical duty to editors. If someone donates money to our projects, I believe they are in large part donating to editors and in that sense we are holding those funds on behalf of editors. So we have a duty to ensure that donations are spent in a manner consistent with the expectations/desires/wishes of the editors.

Does that make sense? There's more at http://meta.wikimedia.org/wiki/Talk:Fundraising_and_Funds_Dissemination/Final_recommendations_from_Sue#Implications_on_independence or http://en.wikipedia.org/wiki/Fiduciary. How could we summarize into a bullet point? Stu (talk) 20:58, 16 March 2012 (UTC)

Mature

I'm not a big fan of "mature" in the context of organisations. I think a small organisation can be "mature" and a big one can not be "mature", so this is a bit confusing, as it is extremely subjective. Could this be replaced with "longer established" or a X€ budget or X years of being established? (we could find a threshold, money or staff, for example) something along those lines? notafish }<';> 12:42, 17 March 2012 (UTC)

yeah I agree mature is an awkward word. it's not just about being "longer established" as some organizations may elect to stay small and lean and never build the kind of activities or organization that could bear a strategic plan. i changed to "more developed" which is a bit clearer.Stu (talk) 21:55, 17 March 2012 (UTC)

On transparency

• Point 3 says "Publish or link to the group's annual plan". What is a "group" in that context? We're referring to organisations so far, at least that's what the header says, so we need to harmonize the terminology. notafish }<';> 12:51, 17 March 2012 (UTC)

I guess "organization" is fine. I originally used "group" just to acknowledge reality that some associations, etc., will not form a legal entity which I think of when I write "organization." but it's probably too vague so I changed.Stu (talk) 21:58, 17 March 2012 (UTC)

I would be happy with "groups" for the record. It's just that it was inconsistent with other uses of the word throughout the document. notafish }<';> 15:39, 20 March 2012 (UTC)

• For the U.S. we consider.... Do we need the 'for the US' here? I am also not sure about the use of "we". Who is "we" in that context? I suppose the Wikimedia Foundation. But if this is to be applied to all organisations, then we should try and keep the "we" out of this. I am happy with "90 days is considered good practice" for example. I would also put a minimum in, such as "Twice a year is a minimum". notafish }<';> 12:51, 17 March 2012 (UTC)

not sure what the "For the U.S." was.... bad edit I think. I used we as in "We the movement..." definitely not the foundation. but I suppose saying "is considered best practice" is fine even though I hate the passive voice! changed.Stu (talk) 21:58, 17 March 2012 (UTC)

Oh now I see where the "For the U.S." came from. ThurnerRupert had changed this to say best practice on frequency of activity reporting was "in a locally appropriate frequency." i totally disagree with this... the whole point of this document is to set a standard. IMHO reporting on activities to donors and community members less than once every 90 days is totally unacceptable.... no matter the local custom about communication!Stu (talk) 22:16, 17 March 2012 (UTC)

Agree with you Stu. notafish }<';> 15:39, 20 March 2012 (UTC)

Overall principles

in the pursuit of our vision. I find the vision is exactly that, a vision, something a bit ethereal that we might or might not achieve. I would add something more concrete about the mission. In the pursuit of our vision and the implementation of our mission although I'm not happy with implement, probably someone can come up with a better idea here. notafish }<';> 12:51, 17 March 2012 (UTC)

This is a tough one. I agree it's not the best wording. but in the end it's making the sum of all knowledge freely available that we're trying to do, so I tend to refer back to that as much as possible and since I've always seen that described as the Vision i used the word. I'd love a better phrasing but I can't come up with one!Stu (talk) 21:59, 17 March 2012 (UTC)

Wouldn't it be more confusing than clearing to mention both, the vision and the mission? I'm still not sure if the foundation's mission statement really suits perfectly for the movement. That's an open question not being answered by movement roles or any other discussion. --lyzzy (talk) 19:22, 19 March 2012 (UTC)

I think mentioning just the vision here is fine. We should also have a separate movement mission that is worded in a less foundation-specific way, as we move towards more movement-wide decisionmaking. –SJ talk   14:27, 21 March 2012 (UTC)

'Best practice'

This entire list is a set of best practices. Could the last section's bullets be reworded so they all start with a verb and don't say "Best practice is considered to be"? –SJ talk   14:29, 21 March 2012 (UTC)

Good thinking. I've taken a shot at this. edits welcome.Stu (talk) 22:29, 23 March 2012 (UTC)