Conflict of interest policy/2021 updates/Diff

[Notes in square brackets are explanations of the diff, and not present in the actual text. Text highlighted in red was removed, text highlighted in yellow was added, outlined blocks were moved from one location on the page to another.]

Conflict of Interest Policy for Board Members, Officers, Executives, and Key Employees

Purpose

The Wikimedia Foundation is a charitable organization whose board members, officers, executives, and key employees (as defined in IRS Form 990) are chosen to serve the public purposes to which it is dedicated dedicated to serving the public by pursuing its free knowledge mission. These persons The individuals in leadership positions at the Foundation have a duty to conduct the affairs of the Foundation in a manner consistent with such purposes that mission, and not to advance their personal interests or the interests of any third parties. This conflict of interest policy is intended to permit the Foundation and provide guidance to help its board members Wikimedia Foundation Trustees, officers, executives, and key employees to identify, evaluate, and address any real, potential, or apparent conflicts of interest instances when they may have a personal interest that might, in fact or in appearance, call into question their duty of undivided loyalty to the Foundation, and to define the procedure for evaluating and addressing any such conflicts of interest if they arise.

Definitions

Conflict of Interest.

A conflict of interest arises in situations where:

• the outside interests of a Covered Person compete with the Foundation’s interests;
• the Foundation enters into a Covered Transaction with a Covered Person or a Related Party; or
• a Covered Person has divided loyalties.

1. Covered Persons

This policy applies to An individual currently serving as the Foundation’s board members a Trustee, officers, executives, and or key employees ("Covered Persons") of the Wikimedia Foundation, or having served in such a role at some point during the preceding 12 months. “Key employee” is used here in accordance with its definition for the US Internal Revenue Service Form 990. [These sentences were moved, in modified form, below. Differences between the two versions are shown here.] Each Covered Person shall be required to acknowledge, not less than annually, that they have read and is this policy and are in compliance with this policy it on the pledge of personal commitment. They shall be required to sign the pledge of personal commitment and fill out a conflict of interest questionnaire when they accept the role that makes them subject to this policy. They shall be required to update and renew these written commitments at least once per year. This form shall be available for public consideration.

2. Covered Transactions

This policy applies to A transactions, agreement, or other arrangement between

[The bullet points were added in the 2021 changes]

• the Foundation and a Covered Person,; or between
• the Foundation and another party with which a Covered Person has a significant relationship a Related Party,; or between
• another party and the Covered Person a Covered Person and another party, if the transaction could reasonably be expected to impact have a material adverse impact on the Foundation.

[Much of this portion's content was moved to the newly-added definition of "Significant Relationship" below. Differences between the two sections are shown here.] A Covered Person is considered to have a significant relationship with another party if: A significant relationship arises from:

a. the other party is a family member a close familial relationship, including as a spouse, parent, sibling, child, stepchild, grandparent, grandchild, great-grandchild, in-law, or domestic partner;

b. the other party is an entity in which the Covered Person has a material financial interest. This includes entities in which the Covered Person and all individuals or entities having significant relationships with the Covered Person own, in the aggregate, , such as an aggregate ownership stake of more than 10 percent 10% in an entity; or

c. the Covered Person is a role as an officer, director, tTrustee, partner, or employee of the other party.

A Covered Transaction also includes any other transaction in which there may be an actual or perceived conflict of interest, including any transaction in which the interests of a Covered Person may be seen as competing or at odds with the interests of the Foundation.

Examples of Covered Transactions include employment agreements, grant agreements, contracts or payment for services, trademark licensing agreements, and affiliate agreements. Reimbursement for reasonable expenses for Foundation business is not a Covered Transaction, but it is subject to the Foundation’s standard expense reimbursement approvals and procedures.

Interested Person.

A Covered Person whose outside interests and loyalties, including due to a Significant Relationship, give rise to the actual or potential Conflict of Interest that is at issue in a given situation.

Related Party.

A person or entity with which a Covered Person has a Significant Relationship.

Significant Relationship.

[Moved from above. Differences between the two sections are shown here.] A Covered Person is considered to have a significant relationship with another party if: A significant relationship arises from:

a. the other party is a family member a close familial relationship, including as a spouse, parent, sibling, child, stepchild, grandparent, grandchild, great-grandchild, in-law, or domestic partner;

b. the other party is an entity in which the Covered Person has a material financial interest. This includes entities in which the Covered Person and all individuals or entities having significant relationships with the Covered Person own, in the aggregate, , such as an aggregate ownership stake of more than 10 percent 10% in an entity; or

c. the Covered Person is a role as an officer, director, tTrustee, partner, or employee of the other party.

Identifying Conflicts of Interest

3. Disclosure, Refrain from Influence, and Recusal

The first step in addressing Conflicts of Interest is to identify instances where there is a conflict or where there may be a conflict. This step should err on the side of over-inclusion in order to ensure that all conflicts of interest are identified.

[The following two sections basically had their order swapped during the 2021 changes. They are shown here in the order present in the newer version.]

Questionnaire

In order to assist the Foundation in identifying potential Covered Transactions, each Covered Person annually shall complete a Conflict of Interest Questionnaire provided by the Foundation once per year, and shall update such Questionnaire as necessary to reflect changes during the course of the year. Questionnaires shall be submitted to the Foundation's legal counsel who shall be responsible for their custody. Completed Questionnaires shall be available for inspection by any board member Trustee, the Executive Director Chief Executive Officer, and the Chief Financial Officer, and they may be reviewed by the Foundation’s legal counsel.

Disclosure

When As soon as a Covered Person becomes aware of a proposed Covered Transaction or any other potential Conflict of Interest, they have a duty to take the following actions: [Line breaks and indentations were removed in the 2021 changes]

a. immediately disclose the its existence and circumstances of such Covered Transaction in writing to the Foundation’s bBoard of Trustees, and Executive Director Chief Executive Officer, and General Counsel in writing. A Covered Person must report all potential Conflicts of Interest that they become aware of, even if they are not an Interested Person. Where there is doubt regarding whether a situation involves an actual or potential conflict of interest that requires disclosure, the matter must be resolved by the Chair of the Board of Trustees (or the Vice Chair(s) if the Chair is an Interested Person).

b. refrain from using his or her personal influence to encourage the Foundation to enter into the Covered Transaction [This point, and the point following it, are partially present in the new Recusal of Interested Persons section.]

c. physically excuse himself or herself from any discussions regarding the Covered Transaction except to answer questions, including board discussions and decisions on the subject

Assessing Conflicts of Interest

After a potential Conflict of Interest is reported to the Board of Trustees, the Board must gather information and determine whether there is an actual Conflict of Interest. The Board may designate a subcommittee to gather evidence and make recommendations, but the final determination must be made by the full Board.

Recusal of Interested Persons

Interested Persons must make themselves available to the Board of Trustees to answer questions and provide information, to the extent permitted by law, relevant to the potential Conflict of Interest. Interested Persons must otherwise recuse themselves from any discussions regarding the Conflict of Interest. Interested Persons may not observe, be present for, or participate in any Board or committee discussions regarding the Conflict of Interest, except as needed to answer questions. Interested Persons must refrain from using their personal influence to encourage the Board to reach any particular conclusion. These obligations continue to apply to Interested Persons throughout the Board’s assessment, review, and approval of the potential Conflict of Interest.

Board Determination

The Board of Trustees, without the involvement or participation of any Interested Persons, shall review the evidence and determine whether a Conflict of Interest exists. In making its determination, the Board should consider whether:

• an Covered Person or a Related Party would receive a benefit (financial or otherwise) from the proposed Covered Transaction;
• a Covered Person would be in two conflicting roles; or
• a proposed Covered Transaction might be perceived to be a conflict of interest by parties outside the Foundation.

The discussion shall be documented in Board minutes, and the determination shall be documented as a Board resolution. A majority vote is required for the Board to determine that there is no Conflict of Interest. If the Board determines that there is no Conflict of Interest, then the Conflict of Interest review process concludes and any affected transactions may proceed as usual.

Addressing Conflicts of Interest

After determining that a Conflict of Interest exists, the Board of Trustees must decide whether to approve any proposed Covered Transactions. The Board must also address any violations of this policy.

Board Approval

4. Standard for Approval of Covered Transactions

The Foundation may enter into The Board of Trustees may approve a Covered Transaction where by majority vote. In order to approve a Covered Transaction, the Board must conclude that: [Indentations added in the 2021 changes]

• it is aware of all material facts concerning the Covered Transaction and all Interested Persons’ interests in the Transaction;
• a) such the Covered Transaction does not constitute is not an act of self -dealing or otherwise legally impermissible;, and
• the Covered Transaction would benefit the Foundation and is in the Foundation’s best interests;
• b) the board determines, acting without the participation or influence of the Covered Person and based on comparable market data, that such transaction the cost to the Foundation is fair and reasonable to the Foundation., based on comparable market data;
• it is not reasonably possible for the Foundation to enter into a more advantageous arrangement to achieve the same benefit that would not produce a Conflict of Interest; and
• the Covered Transaction does not involve the Foundation hiring as an employee or contractor an individual who had been a Wikimedia Foundation Trustee within the preceding 6 months.

[These sentences are re-ordered, but largely equivalent.] The board shall document the basis for this determination in the minutes of the meeting at which the Covered Transaction is considered, and shall consult with the Foundation’s legal advisor as necessary to ensure that the Transaction does not constitute an act of self dealing. 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.

Policy Violations

In the course of fulfilling its duties under this policy, the Board of Trustees (or one of its committees) may learn of information that gives it reasonable cause to believe that a Covered Person has failed to disclose an actual or potential Conflict of Interest, or otherwise violated this policy. In such circumstances, the Board shall inform the Covered Person of the basis of its belief and provide an opportunity for the Covered Person to explain the alleged violations. The Board shall investigate further as warranted by the circumstances, determine whether there was a violation of this policy, and take appropriate disciplinary and corrective action.

Policy Administration

5. Administration of Policy

This policy shall be administered by the bBoard of Trustees, which shall be . The Board is responsible for the following: [Indentations were changed to bullet points.]

• a. reviewing reports regarding the Conflict of Interest Questionnaires
• b. receiving disclosures of proposed Covered Transactions;
• c. reviewing proposed Covered Transactions to determine whether they meet the above-described standard criteria for approval;
• d. maintaining minutes, pledge of personal commitment, and such other documentation as may be necessary and appropriate to document its review of Covered Transactions, including meeting minutes, resolutions, and pledges of personal commitment; and
• e. reviewing the operation of this policy and making changes from time to time as it may deem may be appropriate.

Acknowledgement

[These sentences were moved, in modified form, from above. Differences between the two versions are shown here.] Each Covered Person shall be required to acknowledge, not less than annually, that they have read and is this policy and are in compliance with this policy it on the pledge of personal commitment. They shall be required to sign the pledge of personal commitment and fill out a conflict of interest questionnaire when they accept the role that makes them subject to this policy. They shall be required to update and renew these written commitments at least once per year. This form shall be available for public consideration.