Talk:Conflict of interest policy/2021 updates

Transparency

Currently there is, as far as I can tell in my quick read, no consideration of disclosure of (confirmed) COIs to the Community. Now that may be suitable, depending on what level of potential intrusion we considered acceptable to avoid potential issues.

Tabling that discussion for this instant, I do believe that any covered transaction that is being considered (rather than after the fact) for Board approval must be made public, and then results of those votes can (including being withdrawn) be then made public. Nosebagbear (talk) 13:18, 1 November 2021 (UTC)

Thanks for taking the time to review the updates and thanks for flagging this point, @Nosebagbear: We will raise the question of transparency with the Governance Committee in their next discussion of this policy. A blanket publication policy like the one you proposed would likely not work due to privacy and confidentiality issues, but some sort of commitment to transparency might be possible. -Charles M. Roslof (WMF) (talk) 23:57, 9 November 2021 (UTC)

@CRoslof (WMF): it's good to hear that it's being pushed. In terms of unable to have blanket policy on it due to "privacy and confidentiality", while that may be reasonable for the general disclosure of them, it should not be restricting for the consideration of an authorisation of a covered transaction (including if it doesn't make it to a final vote). Much like with politicians in most countries, it's a case of "agree to disclose, or you can't have the covered transaction" Nosebagbear (talk) 09:25, 10 November 2021 (UTC)

Key employees?

Why is this limited to key employees and not all employees? Don't all WMF employees have to follow the conflict of interest policy? --Gereon K. (talk) 17:10, 1 November 2021 (UTC)

Hi @Gereon K.: This policy is meant to apply to Board members and the highest level of staff leadership. Those staff members are the ones who have the most authority, both in terms of managing other staff and approving contracts and spending. The review by the Board outlined in this policy is appropriate for those employees, but it would not be appropriate or feasible for it to scale up to all employees. Potential conflicts of interest for the rest of the Wikimedia Foundation’s staff are handled according to internal human resources policies and practices. -Charles M. Roslof (WMF) (talk) 23:57, 9 November 2021 (UTC)

Employees that do not live in the US

What have employees and/or covered persons that do not live in the US and who might not be of US nationality have to do with something as domestic as Form 990? --Gereon K. (talk) 17:14, 1 November 2021 (UTC)

The Wikimedia Foundation is constituted in the United States, and as such must follow US law. (It would be just as true if it was constituted in any other country; they would follow that country's law.) The term "key employee" is defined in the US law that covers non-profits. Risker (talk) 17:22, 1 November 2021 (UTC)

Thanks, @Risker: That is correct. As a US-based tax-exempt organization, the Wikimedia Foundation has to submit a Form 990 every year. The Form 990 includes questions about “key employees” of the Wikimedia Foundation, and we want to make sure that everyone who counts as a “key employee” for the Form 990 is also covered by this conflict of interest policy. In practice, the “key employees” are generally executives who would be covered by the policy anyway. You can find copies of the Wikimedia Foundation’s past Form 990 submissions on our financial reports page. -Charles M. Roslof (WMF) (talk) 23:57, 9 November 2021 (UTC)

Family

In the Conflict of Interest Questionnaire you have to reveal a lot about your family, but it does not say how family is defined. Your spouse? Your parents, children, uncles and aunts? Cousins? Family of your spouse as well? Family of your brothers and sisters? How far does that go? --Gereon K. (talk) 17:29, 1 November 2021 (UTC)

From the earlier section, it's described as "a close familial relationship, including as a spouse, parent, sibling, child, stepchild, grandparent, grandchild, great-grandchild, in-law, or domestic partner". Risker (talk) 17:42, 1 November 2021 (UTC)

Proposed change to Board Approval section

Hello, I would propose a change to the Board Approval section.

In the section saying "The Board may consult legal counsel and other outside advisors as part of its determination. The Board’s discussion and the basis for its approval shall be documented in Board minutes, and the Board’s approval shall be documented as a Board resolution."

I would add text as follows:

In the section saying "The Board may consult legal counsel and other outside advisors as part of its determination. When weighing the Foundation's best interests, the Board shall take into account reputational issues, including the possible reaction of the general public, Wikimedia volunteers and Wikimedia affiliates.. The Board’s discussion and the basis for its approval shall be documented in Board minutes, and the Board’s approval shall be documented as a Board resolution."

This makes it somewhat clearer that a decision can be in the Foundation's financial or operational interest, but not in its interest as a high-profile organisation that is at the centre of a complex global movement. Chris Keating (The Land) (talk) 17:37, 3 November 2021 (UTC)

• I would certainly support clarifying rather than relying on imputation that reputational concerns need to be factored in. Additionally, those crafting and executing these policies need to remember that the volunteer base often won't have access to all of the information involved in assessing the scale of a COI. As such, defaulting to an abundance of caution is necessary. Nosebagbear (talk) 14:52, 6 November 2021 (UTC)

Thank you for your suggestion, @The Land: We will bring it to the Governance Committee to consider during their next discussion of this policy. -Charles M. Roslof (WMF) (talk) 23:57, 9 November 2021 (UTC)

Other conflict of interest policies in the Wikimedia Movement

I assume that the committee and its advisors have reviewed the various policies listed under Code of conduct and conflict of interest policies as part of their research for this revision. I feel that it would be sensible to expressly mention this in any upcoming communications in pursuit of our strategic goal to learn from each other. --Gnom (talk) 23:20, 22 November 2021 (UTC)

Hi there, Gnom! Thank you for taking the time to read the updates and suggest this. I will pass this feedback along to the legal team. Best, JKoerner (WMF) (talk) 23:22, 23 November 2021 (UTC)