Policy:Board of Trustees Candidate Review Process

This policy was approved by the Board and last updated on October 1, 2025.

The Board of Trustees has entrusted the Governance Committee with responsibility for vetting Board candidates. The Governance Committee decides when a candidate is suitable for the full Board to consider to be appointed as a Trustee. The Governance Committee bases its decisions on information it obtains from background checks, media checks, legal assessments, interviews, and reference checks.

The Governance Committee’s vetting process is described below.

1. Identifying candidates

For candidates for Board-selected seats, the Governance Committee identifies candidates using a recruiting process. This process often involves hiring a recruiting firm to help research, interview, and suggest candidates for consideration. Alternatively, the Governance Committee may consider candidates who are already known to the Board (e.g., as advisors) or are recommended to meet specific Board needs in terms of skills or expertise.

For candidates for Community- and Affiliate-selected seats, potential candidates nominate themselves to run in community elections. If the number of potential candidates exceeds a threshold predetermined by the Governance Committee and the Elections Committee, then a shortlisting process will be used to narrow the candidate pool. Shortlisted candidates then proceed to the next stages of review.

2. Background checks, media checks, and legal assessments

People staff collect the necessary information from candidates and submit it to the Foundation’s vendors for conducting background checks and media checks. The checks typically take two to four weeks to complete, depending on the candidates’ countries of residence and languages spoken.

The results of the checks are provided to Legal, who review the information for any potential issues related to candidate eligibility or risk to the Foundation. The General Counsel shares an overall assessment based on multiple data sources (e.g., Trust and Safety reports, HR records, etc.) with the CEO, the Chair of the Board, and the Chair of the Governance Committee, accompanied by the reports from the vendors as appropriate.

Questions for Legal to consider:

Did the checks reveal any past criminal convictions, especially ones for fraud, financial misconduct, or any other crimes that cast doubt on the candidate’s ability to serve as a fiduciary of the Foundation?
For Community- and Affiliate-selected seats, did the checks reveal any information that suggests that the candidate does not actually meet the candidate eligibility criteria?
Did the checks reveal any information that suggests the candidate lied or misrepresented their experience as part of their candidacy?
Did the checks reveal any behavior that could be seen as violating the Board’s code of conduct or the Universal Code of Conduct?
Did the checks reveal any relationships that may create a conflict of interest for the candidate?
Did the checks reveal any information that suggests the candidate would create reputational, financial, operational, or other types of risk for the Foundation if they were appointed as a Trustee?

3. Interviews and reference checks

The Governance Committee arranges for current Trustees to conduct interviews with the candidates. The interviews provide an opportunity to assess candidates’ understanding of Wikimedia and their compatibility with Wikimedia’s culture and values. For candidates with less experience serving on Boards of comparably-sized organisations, the interviews provide an opportunity to assess their understanding of the role of Trustee and of the Board, as well as their ability to perform the duties of a Trustee. The interviews also allow the Trustees to learn more about the candidates’ reasons for wanting to join the Board, and for the candidate to ask questions.

The Trustees who conduct the interviews prepare summaries of the interviews and their assessments of the candidates, which they share with the Chair of the Governance Committee. In addition, the Trustees contact the references provided by the candidates to confirm information and to ask about experiences working with the candidates.

Questions for the interviewers to consider:

Does the candidate understand the Wikimedia movement and Wikimedia’s values?
Does the candidate understand the role of the Board, and the role of individual Trustees on the Board?
Do you have any doubt about the candidate’s ability and willingness to uphold their fiduciary duties if they are appointed as a Trustee?
Does the candidate have the experience and expertise expected of Trustees on the Wikimedia Foundation Board?
Do you think the candidate would be an effective Trustee?
Do you expect the candidate would need to recuse themself from a significant portion of the Board’s work?
Do you think the candidate would be able to work effectively with Foundation staff, including the CEO and other senior leaders?

4. Governance Committee review

At least two members of the Governance Committee, with support from staff, compiles the information they receive regarding the background checks, media checks, legal assessments, interviews, and reference checks, and shares the compiled assessments with the rest of the Governance Committee.

If the candidate assessments do not raise any concerns, then the candidates can proceed to the next stage. For Board-selected seats, the Governance Committee votes to recommend the candidate for appointment to the full Board. For Community- and Affiliate-selected seats, the Governance Committee votes to allow the community vote to continue as planned with all candidates on the ballot.

If there are concerns within the Governance Committee based on the candidate assessments, then the Committee must discuss them and decide what action is warranted. For Board-selected seats, the Governance Committee votes on whether the concerns are significant enough not to recommend the candidate for appointment to the full Board. For Community- and Affiliate-selected seats, the Governance Committee votes on any proposals to remove a candidate from the ballot and sends the proposed ballot to the Board for approval.

Questions for the Governance Committee to consider:

Would any of the concerns raised about an individual prevent them from being an effective Trustee, and hence should make them ineligible to be appointed to the Board?
What risks or costs would be associated with appointing an individual as a Trustee (or even allowing them to be a candidate)? Are there sufficient available means to mitigate or manage those risks and costs?

5. Board decision

If the Governance Committee proposes to remove one or more candidates for Community- and Affiliate-selected seats from the election ballot, then the Board meets to discuss the proposals. The Chair of the Governance Committee shares the information from the vetting process and the concerns raised about the candidates. The Board votes to approve the final ballot, after deciding whether to omit any of the candidates.

6. Candidate removal

If the Board decides to remove one or more candidates for Community- and Affiliate-selected seats from the election ballot, then the Board communicates that decision to the affected candidates. The Governance Committee will then communicate the ballot to the Elections Committee and the communities.

7. Voting

The voting process for Community- and Affiliate-selected seats proceeds as planned, even if one or more candidates are removed from the ballot.

8. Final review and appointment

The Board considers the candidates approved by the Governance Committee and the candidates nominated by winning the election for appointment as Trustees. The standard vetting process will have already been completed, but the Board may wish to have additional conversations with the nominees. The Board discusses the nominees at or before their next-scheduled regular meeting, and at that meeting they vote on the resolutions to appoint the nominees to the Board.