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the minutes should largely reflect standard charity governance formats with some adjustment for the Wikimedia culture (Wikimedia Foundation minutes offer a format). Minutes should be agreed at or before the next meeting and only posted on the open web after they have been signed by the Chair as an accurate record of a meeting. They should indicate precisely the period for which trustees with a potential conflict of interest absented themselves.[1]
25.
While acknowledging the value of transparency, boards tend to perform best if they have some confidential papers and hold some discussions in private, and thus in-camera sessions should continue to be permitted.
4.4 Governance behaviours
4.4.1 Effectiveness of board members
26.
The highest standard for managing conflicts of interest in a charity should be followed and monitored. Recent changes have helped move Wikimedia UK in this direction and this progress should be monitored and kept under review including in the two proposed governance audits (see recommendation 17).
27.
If any trustee believes that there is any potential for the perception of a conflict of interest, they should raise this with the Chair at the earliest opportunity and then with the board. In the case of the Chair, the potential conflict of interest will need to be raised with the board. In neither case need this first be at a board meeting – the Chair or board can be advised by email. The materiality of the potential conflict should be identified and made transparent (see recommendation 29). This includes, for example, a project where a trustee has a financial interest and the chapter intends to support that project in the future. The Nolan principles prohibit any trustee from 'gain[ing] financial or other material benefits for [himself or herself and] ... the organization [he or she] ... represent[s]'. Under these principles, the board should continue to ensure 'relevant declarations of interest in the different circumstances and roles [its trustees] play both within and outside Wikimedia'.
- ↑ We suggest avoiding the term 'recuse' as it is insufficiently precise and may have different meanings in different countries.
Compass Partnership
22
