Minutes:2023-03-09

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Minutes from 2023-03-09

Location: New York City, New York

Board of Trustees present: Nataliia Tymkiv (Chair), Esra'a Al Shafei (Vice Chair), Shani Evenstein Sigalov (Vice Chair), Victoria Doronina, Luis Bitencourt-Emilio, Tanya Capuano (present for a portion of the meeting), Dariusz Jemielniak, Lorenzo Losa, Raju Narisetti, Mike Peel, Rosie Stephenson-Goodknight, Jimmy Wales

Non-Board members present: Maryana Iskander (CEO), Stephen LaPorte (Secretary; General Counsel), Jaime Villagomez (Treasurer; Chief Financial Officer), Chuck Roslof (Lead Counsel), Margo Lee (Deputy Chief of Staff), Anusha Alikhan (Vice President of Communications), Nadee Gunasena (Chief of Staff), Selena Deckelmann (Chief Product and Technology Officer), Lisa Gruwell (Chief Advancement Officer), Kaarel Vaidla (Lead Movement Process Architect), Maggie Dennis (Vice President, Community Resilience and Sustainability), Aeryn Palmer (Deputy General Counsel), Rebecca MacKinnon (Vice President, Global Advocacy), Yael Weissburg (Vice President, Partnerships, Programs, Grantmaking), Jean Delage-Sié (Director, Global People Experience)

Invited guest: Jon Huggett

Welcome, Greetings and Administrative Actions

Tanya Capuano was not present for this portion of the meeting.

Nataliia Tymkiv, Board Chair, called the meeting to order at 13:32 Eastern Time. She welcomed all attendees and welcomed Stephen LaPorte, General Counsel, to his first meeting as Secretary. Stephen confirmed the presence of a quorum. Nat reviewed the agenda and noted that while the Board meeting would have official minutes, the Strategic Retreat session with the Endowment Board, Movement Charter Drafting Committee representatives and Wikimedia Foundation staff would not. There will be a separate report out for the Strategic Retreat. The Board received committee updates in advance.

After a motion made by Shani Evenstein Sigalov and seconded by Jimmy Wales, the Board unanimously approved the December 7, 2022 meeting minutes.

Raju Narisetti has requested to step down as Chair of the Talent & Culture Committee. Raju will remain on the Committee as a member. After a motion made by Victoria Doronina and seconded by Esra'a Al Shafei, the Board unanimously approved the Talent & Culture Committee Membership Update, 2023 resolution. Rosie Stephenson-Goodknight will serve as Chair of the Talent & Culture Committee.

Maggie Dennis provided a brief update on the Universal Code of Conduct Enforcement Guidelines vote. The vote concluded with 76% of voters in support of the Enforcement Guidelines. After a motion made by Mike Peel and seconded by Dariusz Jemielniak, the Board unanimously approved the Universal Code of Conduct Enforcement Guidelines.

Executive Session

The Board met in executive session. The following staff attended portions of the executive session: Maryana Iskander, Stephen LaPorte, Jaime Villagomez, Chuck Roslof, Margo Lee, Anusha Alikhan, Nadee Gunasena, Selena Deckelmann, Lisa Gruwell, Kaarel Vaidla, Maggie Dennis, Aeryn Palmer, Rebecca MacKinnon, Yael Weissburg, and Jean Delage-Sié.

Committee Updates

These written updates from the Board committees were distributed to the Board in advance of the meeting.

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 three Trustees and is typically chaired by one Trustee with a financial expertise, supported by the Treasurer/CFO, and includes alternate Trustees, and Audit Committee Advisors. The next Audit Committee Meeting will be on March 2, 2023, to be followed by a meeting at the end of March where KPMG will review the Form 990.

The agenda for the March 2 meeting will include:

Form 990 Fiscal year 2021-2022 Overview
Fiscal year 2023-2024 Annual Planning and Mid-Year Financial Update
Enterprise Risk Management update

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 has worked on several policies, including an ombudsperson recommendation (which is referenced in the code of conduct), a health policy which will be added to the Board Handbook, and a Trustee 360 Review process, where Trustees will receive high level evaluations of their work to identify skills gaps and help with succession planning for Board leadership.In partnership with staff, the committee has also been researching continuing education programs to help Trustees with skills development..

The committee met with the Elections Committee to continue discussions from the November face-to-face meeting. The charter is currently being updated, first by the Governance Committee and then by the Elections Committee. Staff will also provide a detailed "Elections How-to" guide to be used in future elections. The work is progressing on schedule. The committee will discuss Board succession planning in more detail. The committee will also begin planning for the 2024 Board election.

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)

The CAC has continued to work with staff to gain more trust with the community, improve communications and work strategically on Community-related topics. It receives updates on different topics such as engaging the movement with annual planning, UCoC, Grants, Enterprise, Human Rights, Trust & Safety, Movement Strategy, the Movement Charter drafting process, Product & Tech and Sister Projects. It has also formed a new Task Force working to address the Sister Projects life-cycle. The taskforce kicked off its work in January. The Liaisons from the committee also continue to meet with the Movement Charter Drafting Committee and attended portions of their virtual February meeting. They also support AffCom and are working on an affiliates strategy for the Wikimedia Foundation. CAC liaisons will also meet with the Language Committee. Finally, the CAC has also been overseeing Board attendance at movement events including hosting conversations with Trustees.

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.
Continue improving and implementing the strategy for Board communication with communities.
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 met in February. Selena shared highlights from Q2 and December's Wishathon, as well as an update on the high-level work the Product and Technology departments have been working on. She also shared feedback, recommendations and reflections on the Vector 2022 RfC.

The committee will be meeting informally to do a deep-dive into some of the Product and Technology department's work.

Committee members continue to be involved in the onboarding process for Selena and have been acting as a sounding board for her.

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

In March, all Trustees were invited to attend a meeting with the leaders of the staff Employee Resource Groups (ERGs), which are voluntary, staff-led groups to foster a more diverse and equitable organizational culture. This meeting was an information session and an opportunity to hear more about the work of the ERGs and shared challenges and opportunities for improving the working culture of the Foundation.

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

Executive Committee

The Executive Committee met in February to discuss the March 2023 meeting.

All Trustees will be invited to attend the Executive Committee meeting before Wikimania (date to be confirmed)

Annual Priorities

Discuss and approve Board meeting agendas
Facilitate the Board committee appointment process and review the Board's officer positions as needed
Receive and discuss updates regarding Human Rights Policy