Minutes:2023-08-15

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Minutes from 2023-08-15

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August 15, 2023

Location: Singapore

Board of Trustees present: Nataliia Tymkiv (Chair), Shani Evenstein Sigalov (Vice Chair), Victoria Doronina, Luis Bitencourt-Emilio, Dariusz Jemielniak, Lorenzo Losa, Raju Narisetti, Mike Peel, Rosie Stephenson-Goodknight, Jimmy Wales

Board of Trustees not present: Esra'a al Shafei (Vice Chair), Tanya Capuano

Non-Board members present: Maryana Iskander, (Chief Executive Officer), Stephen LaPorte (Secretary; General Counsel), Jaime Villagomez (Treasurer; Chief Financial Officer), Courtney Bass Sherizen (Chief Talent and Culture Officer), Selena Deckelmann (Chief Product and Technology Officer), Lisa Gruwell (Chief Advancement Officer and Deputy to the CEO), Anusha Alikihan (Chief Communications Officer), Yael Weissberg (Vice President, Community Growth), Jean Delage-Sie (Vice President, People Experience), Nadee Gunsaena (Chief of Staff), Chuck Roslof (Lead Counsel), Margo Lee (Deputy Chief of Staff), Rebecca MacKinnon (Vice President, Global Advocacy), Guillaume Paumier (Chief of Staff to the Chief Product and Technology Officer)

Invited guests: Jon Huggett, Matt Thompson, Georges Foudoup, Richard (Nosebagbear), Richard Knipel, Michał Buczyński

The meeting was called to order at 13:09 SAST. The Secretary confirmed the presence of a quorum.

Welcome, Greetings, and Administrative Actions

Nataliia Tymkiv, Chair, welcomed everyone to the meeting and reviewed the agenda for the day.

After a motion made by Shani Evenstein and seconded by Jimmy Wales, the Board unanimously approved the consent agenda.

Affiliate Recognition Strategy

Jon Huggett, governance consultant, provided a review of the Affiliate Recognition Strategy report. The report is focused on a small number of recommendations related to the workings of the Affiliations Committee (AffCom). Jon conducted the report over several months, which included interviews with AffCom members, Wikimedia Foundation staff, and representatives from Affiliates. A survey was also sent through wikimedia-l to broaden the response pool. The report concludes that the recognition process can be improved. Over the years, AffCom's role has evolved into a very difficult set of tasks that has created a demanding workload for hard-working volunteers. AffCom could also use support in clarifying which decisions on recognition, derecognition and conflict rest with AffCom, which are with the Community Affairs Committee, which are with Foundation staff, and which are with the Board. Some of the administrative work of AffCom could also be given to staff, including items that require quick response and detail. The report also suggests developing a new way to pick members of AffCom. During the interview process, it was discussed that the recognition process should be a lifecycle process, which would include derecognition. The Community Affairs Committee will continue to discuss this work.

CEO + Leadership Review and Refreshed Values

Matt Thompson, facilitator, shared confidential key findings on the recent review of the Foundation leadership. The purpose of the process was to provide insights about the Wikimedia Foundation's CEO and Leadership Team on key leadership competencies as part of a 360-degree review for the CEO and overall leadership team style and approach.

Matt Thompson then led a discussion and interactive session on the Foundation's refreshed values. Participants broke into small groups and discussed the values and shared personal experiences. The four values are:

• We are in this mission together
• We do great work and improve
• We listen and share with curiosity
• We welcome everyone who shares our vision and values

Foundation Updates

Maryana Iskander, CEO, shared information on Wikimedia Foundation metrics. Metrics work will be a multi-year process. The current metrics pipelines require 14-21 days for delivery and analysis. This significantly limits staff's ability to test, learn, and adapt, and is a challenge for ensuring Foundation-wide alignment on impactful work. Staff is prioritizing work on the metrics platform to significantly speed up data analysis. Metrics reporting will be an ongoing iterative process.

Jaime Villagomez, CFO and Treasurer, and Stephen LaPorte, General Counsel and Secretary, led a discussion on enterprise risk management. Risk management is a core part of the Foundation's annual planning process. As part of the Fiscal year 2023-2024 annual planning process, the Foundation identifies major possible legal, financial, technical, and other risks across a broad spectrum. The goal is to identify the most significant risks to the Foundation's work to describe how staff will respond to and track changes that may emerge. Stephen highlighted several risks, which are confidential.

Mayur Paul, Senior Director of Movement Communications, joined the meeting to share information about Wikimania and coordinate for the Conversation with the Foundation and Endowment Boards session.

Executive Session

The Board met in Executive Session with Maryana, Matt, and Jon.

Committee Updates

Audit Committee

The Audit Committee of the Wikimedia Foundation represents the Board of Trustees in its oversight of financial and accounting issues, providing advice and counsel based on the experience of committee members in business, financial and accounting matters. It also serves as Board-level oversight of the relationship with the independent auditor (currently KPMG). Audit Committee members serve one-year terms, typically beginning at the start of the fiscal year in July. The Committee is comprised of 3 trustees and is chaired by 1 Trustee with financial expertise, supported by the Treasurer/CFO, and includes 3 alternate Trustees, and 2 Audit Committee Advisors.

KPMG has completed their annual audit for fiscal year (FY) 2022-2023 and issued their opinion that the Wikimedia Foundation's financial statements for fiscal year 2022-2023 are presented fairly and in accordance with U.S. Generally Accepted Accounting Principles (U.S. GAAP). The audit materials were presented and approved by the Audit Committee of the Board at its October 3, 2023 meeting.

Annual Priorities

• Financial Management and Planning (Approve Annual Plan; Review and discuss the Foundation's Investment Policy)
• Ensure Financial Compliance (Form 990 and an independent audit)
• Enterprise Risk (Review and discuss with management the Foundation's major financial risk exposures and the steps management has taken to monitor and control such exposures)
• Other Matters: Special Projects; Review of business operations improvements & IT strategy, including the appointment of volunteer advisors to the Audit Committee.

Governance Committee

The Governance Committee began its work on the 2024 Board selection process. To avoid a conflict of interest for Trustees who will be participating as candidates, the committee appointed a Board Selection Working Group composed of Dariusz, Nat, Shani, Esra'a and Kathy. The Elections Committee Chair is invited to the BSWG meetings. The BSWG will be working more closely and collaboratively with the Elections Committee to discuss aspects of the election such as candidate criteria.

The Governance Committee revised and will distribute the annual committee self-assessment form. When the results are compiled, the committee will review responses and share with committee chairs. There will likely be recommendations on committee priorities and committee charters, which can be discussed at the March strategic retreat.

Jon Huggett provided recommendations and findings from the results of the Trustee 360 review process which the committee then prioritized. Many of these recommendations relate to the structure and content of in-person Board meeting agendas as well as logistics at in-person meetings, which will be implemented at the March strategic retreat.

Annual Priorities

• Recruit new Board-selected trustees
• Draft guidance on sharing power with the Global Council, informed by Wikimedia Foundation governance requirements and restrictions
• Draft recommendation on a process that incorporates affiliates for the next elections for community- and affiliate-selected trustees (in 2024)
• Implement a continuous improvement / education program for trustees and future trustees
• Implement a trustee performance review process

Community Affairs Committee (CAC)

• Community affairs: The CAC continues to receive updates on different topics such as engaging the movement with annual planning, co-creating fundraising banners with the movement, Human Rights, Movement Strategy, the Movement Charter drafting process, Product & Tech and Sister Projects.
• Sister projects taskforce: The sister projects task force has been working with its volunteer advisors at monthly meetings. Updates & recommendations are shared and discussed within CAC. Once ready, a recommendation will be made to the full board.
• Movement strategy: The Liaisons continue to meet with MCDC. They also support AffCom and published the Affiliate recognition strategy, which the Board reviewed in August. Board Liaisons met with AffCom at Wikimania. Mike will be replacing Shani as a Board Liaison to AffCom. Lorenzo will be replacing Shani as Board Liaison to MCDC.
• Movement events: The CAC continues to oversee Board attendance at movement events both online and in person ensuring continuous connection between Trustees and the movement. Trustees are asked to share their reflections after each event.
• Communications and Engagement: The next Open Conversation with Trustees is scheduled for December 7, the day after the Board meeting. CAC also advised on "Talking: 2024".

Annual Priorities

• Support the implementation of the Movement Strategy, including Global Council
• Work with staff to help prioritize community-related initiatives and support ongoing community initiatives, including (but not only) board elections, collaboration with Product & Tech departments.
• Facilitate the creation of new processes that address the full life-cycle of sister projects, including requesting new ones, maintaining existing ones, and sunsetting existing projects.
• Host discussions and coordinate activities related to the human rights policy

Product & Technology Committee

The Product and Technology Committee has undergone a transition in its Chair role from Esra'a to Lorenzo. Selena and Lorenzo have proposed new focus areas for the committee that provide more holistic support to Selena in the areas of:

• (1) strategy/planning – including governance questions like a future Tech Council;
• (2) leadership;
• (3) culture.

The Committee will host its next meeting on November 29, including a review of metrics.

Annual Priorities

• Support CPTO in development of product and technology strategies and innovation for Wikimedia Foundation, and in support of our 2030 Movement Strategy.
• Provide support to the Chief Product & Technology Officer (CPTO) Selena Deckelmann by serving as a sounding board for organizational issues as needed.
• Collaborate when needed with the Community Affairs Committee to gain insights from and engage with the needs of our global community of technical contributors and volunteers.

Talent & Culture Committee

Talent and Culture Committee met in August to complete the review of the CEO and attend to other business.

In March 2024, the full Board will meet in Executive Session to discuss follow-up items from the August meeting in Singapore.

Annual Priorities

• Set and measure CEO 2022-2023 goals and performance
• Assist CEO/Staff in ongoing reviews of global compensation structures, processes, proposals
• Help guide Diversity, Equity and Inclusion and values conversations and outcomes
• Be available to CEO for relevant hiring and talent management needs including long-range planning
• Problem-solve, as needed, relevant people issues at the Wikimedia Foundation