An independent review into the governance of Wikimedia UK has found that trustees have been too involved in the day-to-day running of the charity to effectively govern it.
Compass Partnership was commissioned in October 2012 jointly by Wikimedia UK and the Wikimedia Foundation to undertake a review of the UK chapter after a series of concerns over conflicts of interest, and published its findings yesterday.
Recognising the unique and challenging situation faced by trustees at Wikimedia UK, which only registered as a charity in November 2011, Compass said trustees had to navigate the charity's "very rapid growth", face "strong and sometimes critical external scrutiny" and "oversee the integration of the Wikimedia philosophy with UK charity governance". However the report found that the charity was not effective in handling conflicts of interest, with a number of incidents causing concern.
The main incidents leading to the review included a conflict of interest regarding QRPedia, a mobile web-based system using QR codes to deliver Wikipedia articles, that was developed by former chairman Roger Bamkin (who resigned as a trustee in 2012) and contributor Terence Eden. This led to the resignation of one trustee, a former solicitor, who opposed the conflict of interest. Bamkin also undertook a paid consultancy for the launch of a project - MonmouthpediA, which used Bamkin's QR code concept throughout Monmouth town - that was joint-funded by Wikimedia UK and Monmouth Council. Bamkin's conflicts of interest in relation to MonmouthpediA had not been drawn to the attention of legal staff at the Wikimedia Foundation (the over-arching international organisation). A similar conflict of interest arose from the subsequent GibraltarpediA, which Bamkin also charged consultancy fees for. Bamkin resigned during the resulting conflict discussions for these projects.
Damage to the charity's reputation
Compass found that the charity was not effective in managing its conflicts of interest. Despite trustees 'usually' reporting conflicts they were not always clearly recorded. The length of time taken to resolve the QRPedia property ownership issue, which remains ongoing with the project inactive, "created the risk of outsiders perceiving a potential conflict of interest", said the report. And Bamkin's acceptance of consultancy fees provided an opportunity for the charity's reputation to be damaged, it added.
Further, it was not always clear what 'voice' trustees were using, with many also involved in the delivery of some projects, or editing of the UK Wikipedia site. Compass's review says that the trustees "have contributed much time and thought" but warns that at times the "degree of detailed involvement in the organisation can make it challenging for a board to perform its primary roles of setting strategy and overseeing implementation". The board met on 16 occasions in the first 12 months, twice as many times as the Compass and Cass Business School characteristics of effective governance advise. In addition, Compass noted that: "We have heard of several emails a day going most days from trustees to staff."
Compass advised that charity governance requires a "different mindset" to that of a Wikimedia UK volunteer and advised of the importance to "stand back from some of the detail".
The report warned on this point again in relation specifically to conflicts of interest:
"It proved challenging to manage potential conflicts of interest amongst a group of committed voluntary enthusiasts who were working closely together to build the organisation.
"Wikimedia UK did more than might be expected for a charity of its size and age to establish policies and procedures for managing conflicts of interest. However, the organisation did not always manage to stand back from the detail of the policies and recognise the dangers of not taking greater and more decisive action," it said.
The Compass review follows a turbulent year for the charity's board which has seen numerous resignations as a result of these conflicts and the resignation of a further chairman, Ashley Van Haeften in relation to his work as a Wikipedia editor, being banned from editing the English language Wikipedia. The latest resignation was by treasurer John Byrne on 1 February in order to pursue "Wikimedia-related" employment opportunities. The board currently has five members, including Van Haeften who remains as trustee, although one of the Compass Partnership's 50 recommendations in the report is to increase the size of the board to nine.
In summary Compass makes 50 recommendations to Wikimedia UK, including the appointment of six elected trustees and three co-opted trustees that should be directly appointed by the board. The term of office for the chair should be extended to two years to encourage continuity, with a maximum three terms, it is advised.
In addition the charity is advised to appoint a governance committee to ensure the appropriate skills and experience in the board, manage elections and review the board's performance every two years.
During the period of review Wikimedia UK was banned by the Wikipedia Foundation from participating in the annual global fundraiser. In a statement yesterday the charity advised that this ban remains in place and that it expects to "revisit the topic of the Wikimedia fundraiser when the time is right". The charity is not planning to support any new 'pedia' projects until at least the QRPedia ownership question is resolved.
Looking forward, the charity advised: "With a clear list of recommendations and timeline for their implementation, Wikimedia UK is now in a position to improve and expand its policies and procedures, related not just to the management of conflict of interest but also its management structure. The chapter will be discussing the findings with the community and begin their implementation at their forthcoming trustee meeting in February."
This meeting is due to take place tomorrow where the charity will consider which recommendations to implement. The Compass Partnership also recommended further external reviews to take place in 9 months and 18 months' time.