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Board of Trustees/Recruiting procedure

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Recruiting Procedure for Board-Selected Trustees

Background

The Wikimedia Foundation's Bylaws provide for there to be 9-16 members of the Board of Trustees, and specify three methods for filling Board seats. One seat is reserved for Jimmy Wales as Founder, up to 8 seats are filled via a community/affiliate nomination process, and up to 7 seats are filled via direct selection by the Board. Regardless of how they are selected, all trustees have the same set of legal and fiduciary obligations once they join the Board.

The Wikimedia Foundation, with its staff of over 700 people and annual budget of over US$150 million, engages in a wide variety of activities, including maintaining technical infrastructure for the Wikimedia projects, developing new features and products, giving grants to Wikimedians, building partnerships and relationships with other organizations, supporting community governance structures, fighting for the legal environment necessary for the Wikimedia projects to operate, communicating within the Wikimedia movement and with the general public, running internal operations (accounting, human resources, IT, etc.), and raising the money necessary for all of this work to happen (now and in the future).

For the Board of Trustees to properly provide strategic governance and oversight for the Foundation, the trustees must have a similar breadth and depth of expertise and experience. Community- and affiliate-selected trustees tend to have many years of experience within the Wikimedia communities, and may have additional professional experience in an area relevant to the Foundation's work. With the Board-selected trustees, the Board can round out the experience and expertise contained in the Board, ensure that certain key skills are present within the Board, and increase the overall diversity of the trustees.

When recruiting for a Board-selected seat, the Board is typically looking for a combination of particular subject-matter expertise, experience as a leader (executive or board member) at organizations comparable to the Foundation in size or complexity, and the ability to provide perspectives and backgrounds not already present on the Board. Any potential trustee must of course also be committed to the Foundation's mission and be a good fit for the Wikimedia movement. Because searching for such candidates is time-intensive and requires particular skills, the Board often hires a professional recruiting firm to assist.

Procedure

1. Create a profile

Question: What should the trustee bring to the Board?

Lead: Governance Committee

In consultation with the Board and the CEO, the Governance Committee identifies the skills or experience that the Board would most like potential candidates to have. With help from Foundation staff, they prepare a competence matrix and description of the trustee's role. The full Board reviews and approves the description before it is published.

2. Find potential candidates

Question: Who fits the profile?

Lead: Recruiting firm

With the profile prepared in Step 1 by the Governance Committee and the Board, a recruiting firm identifies a long list of potential candidates who match the profile. The list draws from suggestions from current trustees, potential candidates identified in previous recruiting processes, suggestions from community members in response to the public profile, and active searches for people not already connected to Wikimedia networks. Staff may work with the recruiting firm to prepare a packet with information about Board recruitment. (Here are examples from 2016/17 and 2018.)

Attempts to recruit through public announcements, inviting people to apply directly, may not always be the best approach for finding experienced board candidates. In 2017 and 2018, it resulted in hundreds of irrelevant emails and spam. Reading through the responses to identify qualified potential candidates cost hours of Board and staff time. Typically, experienced board candidates do not apply themselves; they expect to be approached or to be recommended.

3. Create a shortlist

Question: Who on the list is the best fit?

Lead: Governance Committee / Recruiting firm

The Governance Committee and recruiting firm, supported by staff, narrow the long list of potential candidates to the handful who would be the best fit, based on an assessment of skills, experience, availability, interest, contribution to Board diversity, experience with Wikimedia, public relations considerations, etc. This stage may include checking public media coverage of some of the potential candidates. The resulting shortlist enables the focus of recruiting resources on only the most promising candidates.

4. Assess shortlist candidates

Question: Who seems best once the Board knows them better?

Lead: Governance Committee

The recruiting firm assembles the bios of the candidates, and other material as needed. Trustees and the CEO meet with the candidates. Time and schedules permitting, candidates may be invited to visit the office, meet senior staff leaders, or attend a Board meeting as a visitor. The candidates confirm that they would accept the trustee position if the Board offers it to them. The Governance Committee needs to agree on who is the best suited candidate out of the pool, to conduct a background check.

5. Conduct due diligence

Question: Is there anything else the Board should be aware of?

Lead: Foundation staff

Once the Governance Committee has selected their preferred candidate, staff from the Foundation's Legal and Talent & Culture departments ask them to fill out some paperwork. Staff (aided by vendors) then conduct a background check to verify work history and reveal any criminal convictions, and a media check (secondary source review). Because of the personal information these checks require from candidates, they are only conducted on candidates that the Governance Committee is already prepared to recommend to the Board for appointment. Time required for this step varies, but it usually takes 2 to 4 weeks.

The General Counsel reviews the results of these checks, and shares them with the Chair, Vice Chair(s), Governance Committee Chair, and CEO. If anything concerning appears on the checks, it may require discussion within the Governance Committee or may disqualify the candidate outright.

6. Final recommendation and appointment

Question: Who should the Board offer the position to?

Lead: Governance Committee

The Governance Committee recommends their preferred candidate to the Board for appointment. This recommendation includes a general profile of the candidate and why they are recommended over others on the shortlist. The documents shared with the Board may include bio, nomination memo, interview notes etc.

The Board discusses and votes on whether to appoint the candidate based on the Governance Committee's recommendation. Board members who were not involved in the recruiting process may ask additional questions. Once the Board votes to appoint the candidate, it begins the new trustee onboarding process.

Appendix

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