Board Governance Recommendations (April 2016)

Wikimedia Foundation Board of Trustees Recommendations for Governance improvements

Summary

These are initial recommendations to improve governance for the Wikimedia Foundation. They are based on standard responsibilities for nonprofit boards, as well as the decision-making, oversight, and leadership roles described in the Wikimedia Board Handbook. It also reflects our observations on how the Board should work together, improve its governance expertise, and focus on the big picture while avoiding reactive decisions.

The Board should improve its capacity in the following roles:

1. Developing and advancing the Wikimedia mission and strategic direction;
2. Protecting the Foundation's resources;
3. Overseeing and approving the results of the Foundation's budget process;
4. Overseeing (but not interfering with) management; and
5. Improving internal governance processes.

1. Developing and advancing the Wikimedia mission The Board of Trustees is responsible for approving and maintaining the Wikimedia Foundation's mission, guiding principles, and values. The Board oversees the Foundation's strategy, developed by the Executive Director (ED), as well as the Foundation's key high-level policies. The Board's Bylaws and governance practices reflect the philosophy, history, and challenges of community governance.

Board members have the same fiduciary duty to the organization regardless whether they are selected by the community or the Board. This duty includes, among other things, an obligation to be transparent while keeping certain information confidential. The Board should adhere simultaneously to the guiding principle of transparency while balancing the needs for effectiveness and efficiency. Board members and staff should avoid damaging the goodwill and reputation of Wikimedia and Wikipedia.

Recommendations

• Engage in regular conversations about the Wikimedia mission to ensure it is being advanced effectively and properly.
• Avoid letting minority perspectives disproportionately take up the Foundation and the Board's attention.
• Ensure a substantive and proactive yearly agenda that is aligned with the Foundation's strategy.
  • Lead: Chair
• Set a yearly calendar with four in-person quarterly meetings, including opportunity for the Board to discuss key issues and build a common understanding of the important topics.
  • Lead: Chair

2. Protecting the Foundation's resources The Foundation is responsible for significant resources, including (a) Wikipedia and its sister sites; (b) the brand and associated trademarks representing Wikipedia's reputation; (c) Wikimedia Foundation staff; and (d) donor funds contributed to our mission.

The Board reviews the Foundation's risks and the plans to mitigate those risks on a regular basis. The Audit Committee provides a more detailed review of the organization's financial performance, use of assets, and adequacy of internal controls.

Recommendations

• Actively engage as Board members when reviewing the Foundation's finances, risks, mitigation plans, and metrics.
• Ensure the Board and senior leaders have necessary information, expertise, and experience to address and anticipate risks.
• Ensure an active and engaged Audit Committee supportive of the CFO.
• Help ED as needed to hire senior and experienced leadership when positions open on the C-level.

3. Overseeing and approving the results of the Foundation's budget process The Board is responsible for setting the Foundation's budget. In practice, the Board relies on the Audit Committee to oversee the ED's development of the annual plan, which is approved before the end of the fiscal year in June. The Board also approves funding for Wikimedia chapters and other organizations around the world who receive grants approved by the Funds Dissemination Committee. As part of the budgeting process, the Board also sets targets for the Foundation's fundraising plan.

Recommendations

• Support the ED and CFO in efficiently developing and approving an annual budget, with a focus on high-impact programs.
• Actively review the funding recommendations from advisory committees, like the Funds Dissemination Committee.

4. Overseeing (but not interfering with) management The Board is responsible for hiring and evaluating the ED. The Board should work with the ED to oversee the organization's regular operations and performance. The compensation for the ED and other senior leaders should be approved by the Board, with recommendation and guidance from the Human Resources Committee.

Recommendations

• Provide regular feedback and support to the ED.
  • Lead: HR Committee
• Establish channels of feedback through the Chair/Vice Chair and HR committee in a structured and effective way.
  • Lead: HR Committee
• Do not interfere with the day-to-day operations of the Foundation
• Avoid substantive Board communications with staff without proper coordination with the ED and Chair and establish norms for interactions between Board and staff.

5. Improving internal governance processes The Board Chair, with support from the ED and Board Secretary, is responsible for setting the Board's agenda. The Chair is responsible for delegating Board business further, and ensuring that the Board is properly supported by the Governance Committee, Audit Committee, and Human Resources Committee.

In practice, the Board chooses a Chair and committee membership at the first meeting of the organization's fiscal year. The Chair sets an annual agenda for the Board, and discusses these plans with the ED and the Secretary. The Board meets on a quarterly basis, or more often if necessary.

The Governance Committee is responsible for the Board's regular self-evaluation, as well as recommending improvements for the Board's composition, internal processes, and development.

Recommendations

• Provide an introduction to the Wikimedia mission and governance for all trustees In addition to the Board handbook and existing training. This introduction should include online training for new trustees during onboarding.
  • Lead: Secretary
• Establish a new "code of conduct" and other guidance for Board members to ensure clear understanding about confidentiality, governance, and engagement expectations. Have Board members sign, showing their acceptance of the code of conduct.
• Require each Board member to sign a confidentiality agreement.
• Ensure the Governance Committee has members with strong diverse experience in organizational governance to provide new perspective.
• Ensure the Chair and the Governance Committee work closely to continue optimizing governance processes, without sidetracking the full Board away from high-priority substantive topics.
• Discontinue non-productive meetings and de-prioritize non-vital topics.
  • Lead: Chair
• Establish clear responsibility assignment matrices (like RASCI) in decision-making and formulate project management practices.
  • Lead: Chair
• Delegate tasks to committees with members who have sufficient experience and expertise to resolve issues, and avoid micromanagement from the full Board.
  • Lead: Chair
• Rely and provide clear guidance on staff support when necessary to complete tasks (while remaining sensitive to resource limitations).
• Communicate regularly outside of meetings, build camaraderie with some social events, and resolve housekeeping business by voting online whenever possible.