Minutes:2023-12-06

This page contains changes which are not marked for translation.

Minutes from 2023-12-06

December 6, 2023

Location: Virtual

Board of Trustees present: Nataliia Tymkiv (Chair), Esra’a al Shafei (Vice Chair), Shani Evenstein Sigalov (Vice Chair), Luis Bitencourt-Emilio, Tanya Capuano, Kathy Collins, Dariusz Jemielniak, Lorenzo Losa, Raju Narisetti, Mike Peel, Rosie Stephenson-Goodknight, Jimmy Wales

Board of Trustees not present: Victoria Doronina

Non-Board members present: Maryana Iskander, (Chief Executive Officer), Stephen LaPorte (Secretary; General Counsel), Jaime Villagomez (Treasurer; Chief Financial Officer), Courtney Bass Sherizen (Chief Talent and Culture Officer), Selena Deckelmann (Chief Product and Technology Officer), Lisa Gruwell (Chief Advancement Officer and Deputy to the CEO), Anusha Alikihan (Chief Communications Officer), Yael Weissberg (Vice President, Community Growth), Nadee Gunsaena (Chief of Staff), Chuck Roslof (Lead Counsel), Margo Lee (Deputy Chief of Staff), James Baldwin (Senior Director, Finance Strategy and Planning)

Invited guests: Jon Huggett, Risker, Daria Cybulska

The meeting was called to order at 16:02 UTC. The Secretary confirmed the presence of a quorum.

Welcome, Greetings, and Administrative Actions

Nataliia Tymkiv, Chair, welcomed everyone to the meeting and reviewed the agenda for the day. Nat welcomed Daria Cybulska and Risker from the Movement Charter Drafting Committee (MCDC), who joined as Board Visitors. Nat also welcomed Kathy Collins to her first Board meeting as a new Trustee, and the new chair of the Audit Committee of the Board.

Nat thanked Tanya Capuano for her service on the Board as the Chair of the Audit Committee. Tanya will continue to serve as an Advisor to the Audit Committee.

After a motion made by Dariusz Jemielniak and seconded by Tanya Capuano, the consent agenda was unanimously approved.

Board Selection Process

Dariusz provided an update on the status of the 2024 Board selection process. The Governance Committee has created a Board Selection Working Group (BSWG) composed of Dariusz, Nat, Shani, and Esra’a, with Kathy to join as well following her appointment, to avoid having Trustees who may run as candidates in 2024 involved in planning the election. The BSWG will be working more collaboratively with the Elections Committee for this cycle. Katie Chan, Elections Committee Chair, has been invited to the BSWG meetings. There are also planned joint meetings of the BSWG and the Elections Committee. The BSWG is responsible for aspects of the 2024 Board selection process, which are published in the roles and responsibilities table.

Foundation Updates

Lisa Seitz Gruwell, Chief Advancement Officer, provided an update on the English banner campaign which kicked off on November 28 and was tracking closely to projections at the time of the Board meeting (one week into the campaign). This banner campaign is where the majority of the funds are raised to support Wikimedia's mission. In preparation for the campaign, the Advancement team began their on-wiki community collaboration process earlier this year.

Jaime Villagomez, Chief Financial Officer, provided an update on the current year-to-date financials, with expenses tracking closely to the annual plan budget. James Baldwin, Senior Director, Finance Strategy and Planning, provided an overview of fiscal year projections to June 2024, as well as potential multi-year revenue and expense scenarios for the Board to consider.

The Board also received a brief update on the Annual Plan, which has four goals:

Equity: Support Knowledge Equity. Strengthen Equity in Decision-Making via Movement governance and Movement Charter. Empower and engage the Movement, support regional strategies and help close knowledge gaps.
Infrastructure: Advance Knowledge as a Service. Improve User Experience on the wikis, especially for established editors. Strengthen metrics and reporting.
Safety and Inclusion: Protect against growing external threats. Defend our people and projects against disinformation and harmful government regulation. Work across the Movement to Provide for the Safety of Volunteers.
Effectiveness: Strengthen our overall performance. Evaluate, Iterate, and Adapt our processes for maximum impact with more limited resources.

Foundation staff will begin planning for the next Annual Plan in January.

Board Business

Nat asked Kathy Collins to leave the meeting so the Board could discuss her candidacy privately. After a motion made by Rosie Stephenson-Goodknight and seconded by Jimmy Wales, the Board unanimously appointed Kathy Collins to the Board. Kathy was then asked to rejoin the meeting so the Board could have one final vote. After a motion made by Dariusz and seconded by Jimmy, the Board unanimously approved the 2024 Board committee assignments.

Executive Session

The Board met in Executive Session with Maryana and other members of staff.

Committee Updates

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 3 trustees and is chaired by 1 Trustee with financial expertise, supported by the Treasurer/CFO, and includes 3 alternate Trustees, and 2 Audit Committee Advisors.

KPMG has completed their annual audit for fiscal year (FY) 2022-2023 and issued their opinion that the Wikimedia Foundation's financial statements for fiscal year 2022-2023 are presented fairly and in accordance with U.S. Generally Accepted Accounting Principles (U.S. GAAP). The audit materials were presented and approved by the Audit Committee of the Board at its October 3, 2023 meeting.

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 began its work on the 2024 Board selection process. To avoid a conflict of interest for Trustees who will be participating as candidates, the committee appointed a Board Selection Working Group composed of Dariusz, Nat, Shani, Esra’a and Kathy. The Elections Committee Chair is invited to the BSWG meetings. The BSWG will be working more closely and collaboratively with the Elections Committee to discuss aspects of the election such as candidate criteria.

The Governance Committee revised and will distribute the annual committee self-assessment form. When the results are compiled, the committee will review responses and share with committee chairs. There will likely be recommendations on committee priorities and committee charters, which can be discussed at the March strategic retreat.

Jon Huggett provided recommendations and findings from the results of the Trustee 360 review process which the committee then prioritized. Many of these recommendations relate to the structure and content of in-person Board meeting agendas as well as logistics at in-person meetings, which will be implemented at the March strategic retreat.

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)

Community affairs: The CAC continues to receive updates on different topics such as engaging the movement with annual planning, co-creating fundraising banners with the movement, Human Rights, Movement Strategy, the Movement Charter drafting process, Product & Tech and Sister Projects.
Sister projects taskforce: The sister projects task force has been working with its volunteer advisors at monthly meetings. Updates & recommendations are shared and discussed within CAC. Once ready, a recommendation will be made to the full board.
Movement strategy: The Liaisons continue to meet with MCDC. They also support AffCom and published the Affiliate recognition strategy, which the Board reviewed in August. Board Liaisons met with AffCom at Wikimania. Mike will be replacing Shani as a Board Liaison to AffCom. Lorenzo will be replacing Shani as Board Liaison to MCDC.
Movement events: The CAC continues to oversee Board attendance at movement events both online and in person ensuring continuous connection between Trustees and the movement. Trustees are asked to share their reflections after each event.
Communications and Engagement: The next Open Conversation with Trustees is scheduled for December 7, the day after the Board meeting. CAC also advised on “Talking: 2024”.

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.
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 has undergone a transition in its Chair role from Esra’a to Lorenzo.

Selena and Lorenzo have proposed new focus areas for the committee that provide more holistic support to Selena in the areas of:

(1) strategy/planning – including governance questions like a future Tech Council;
(2) leadership;
(3) culture.

The Committee will host its next meeting on November 29, including a review of metrics.

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

Talent and Culture Committee met in August to complete the review of the CEO and attend to other business.

In March 2024, the full Board will meet in Executive Session to discuss follow-up items from the August meeting in Singapore.

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