Wikimedia CH/2016 Governance workshop
On 14 July 2016, the Wikimedia CH board participated in a workshop on governance issues with Dominique Freymond, a Swiss expert on governance.
Some useful documents:
- Swiss civil code; see art. 60 to 79 on associations.
- Swiss code of obligations. Its principles apply subsidiarily to associations
- Swiss Code of Best Practice for Corporate Governance (2014); the Swiss Confederation has indicated that its principles apply to public entities as well.
In an association, three important bodies are required:
- General Assembly: it can not perform any management task, as it includes too many people;
- Auditor: checks the books and confirms that the law is followed; it must be independent;
- Board: is in charge of the highest management of the company, that is, strategy and control (not day-to-day management).
Board members have 4 duties:
- Think about the future (overall management): strategy.
- Think about the past (overall control): eg. set accounting standards, or find people who have the skills to set them. "Put your nose in, but keep your fingers out".
- Nominate and revoke: A board needs to have an unanimous decision and never vote on the choice of an executive director; if more than two members say "I am not happy with it", then forget about the appointment.
- Provide a specific formalism in regards of its duties.
One important duty within an association is to build up the trust of your members, otherwise you are in trouble. This is especially true about money, and having clear rules helps a lot. There is no need to write a bible, but specific instructions are useful, for example for reimbursements or for conflicts of interest. The main documents includes the bylaws (accepted by the general assembly, and which are not changed often) and the "organization regulations", accepted by the board and which specifies how things are done in the association.
The minutes should be clear. At a minimum when there is a decision, it should be clearly stated: "The board decides ..., Xxx is in charge of implementing it, and will report to the board by Yyyy". What is always needed: "Decision, owner, action plan, deadline". The minutes should not contain only the decision, but also provide some idea on how the board got to this decision (there needs to be a real discussion, with arguments, to get to a good decision). The list of all open issues should be in the minutes, so that they can be followed.
- Time: there is never enough of it.
- Asymmetrical information: the executive management always knows more about the company than you do. You have to live with it, but challenge the management by asking the right questions
- Group dynamics: it takes only one person to kill the group dynamic
Values that help:
- Engagement & availability (you can not delegate the board's tasks !). If there is a crisis, you can not say "I have no time".
- Communication and trust
- Respect & solidarity: even if you don't agree with a decision, and mention your disagreement in the minutes, you are still responsible in the same way as the rest of the board.
It is often difficult to find dates that fit everyone; it is good to plan ahead; members who have always trouble attending should withdraw. However, some decisions require the whole board to be present, for example discussion about the budget, strategy, management objectives and the general assembly.
All documents needed for the meeting should be provided at least 7 days in advance; it is the job of the management to summarize the information (eg provide a 3-4 pages document, not a 200 pages book with the strategy), and the board should then ask questions. Decisions should be taken during the discussion.
Board matters should ideally not be discussed by email; if the matter is urgent, organize a telephone conference.
Right to access information and transparency
Main rule: "When required for the performance of his duties, any board member can request information about the organization". However, it does not mean that board members have access to everything – and they must first show that access to the information is required for their duty! For example, they can not ask to see the books, but they can ask the ED to provide details, or demand the ED to bring the accountant to answer questions, or ask an external auditor to answer its questions.
One important duty of the board: before the general assembly (according to Swiss law, minimum 20 days in advance for a company, for a association according to the bylaws): send financial reports and proposals for decisions; members are not entitled to get more. The president and the treasurer will answer questions during the General Assembly, but won't deliver anything beyond the answers (the members can ask any question they want, though). It is also possible to require questions to be asked before the assembly, to prepare the answers and provide them during the general assembly: "We are open to any question, but they have to be provided in writing in advance. Not because we want you to shut up, but because we want to be prepared".
There is no obligation to be fully transparent, and it is not recommended either: in particular, the discussion does not have to be public, otherwise people will not express themselves fully (disagreements are not a bad thing, but it does not mean that everyone should know about them), and it makes implementing decisions harder. Saying "the board has decided this and that" makes it easier for everyone to trust the board.
Conflicts of interest
To have a conflict of interest is not a problem; board members who never do are not useful (because it means they have no activity close to the topics we are interested in).
Different people have different views on what a COI is. There are 3 main cases:
|Incompatibility||COI (real)||COI (perceived)|
|can not be a board member||withdraws from the discussion and abstains when voting||takes part in the discussion but abstains when voting|
- Some banks specify that if yourself or someone from your family work in another bank, it is an incompatibility and you cannot even be elected; in the case of Wikimedia CH, it is not clear what could constitute an incompatibility
- An architect builds houses is on the board. If he could get a mandate from the association, there is a real COI. If it happens too often, he would then have to resign from the board.
- An architect builds only factories. If the association builds a house, there is a perceived COI.
Incompatibilities are specified before the election (for example, in the bylaws; they are approved by the General Assembly, so we know who can go on the board or not). COI are events that happen after the election.
The ED is in charge of the communication about the association (internal and external. The president is in charge of communicating within the board, and to manage meetings including the General Assembly.
If there is a crisis, the ED is in charge of communicating (except if the person is part of the crisis itself). The president should be in the background (another good reason: he can remain as a backup, if there is a problem with the ED).
With regards to communication with the medias, the rule is clear: board members don't talk. It is always a mess; the only person communicating is the ED. In a community like Wikimedia CH, where people wear different hats, these should be well separated. If you are talking as community member, make sure not to talk about board issues. Separating the hats can be difficult; journalists sometimes like to create confusion. When asked by a journalist, first ask whether he wants general background information or if he is interviewing you. And make sure that you know which hat he is looking for.
If needed, a person dedicated to communication can also be chosen on the board. It should be clearly defined who is allowed to communicate on the projects, who is allowed to communicate as board member, etc.