Minutes:2024-03-07

March 7, 2024 Location: New York City, New York

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

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)*, Rebecca MacKinnon (Vice President, Global Advocacy)*, Guillaume Paumier (Chief of Staff to the Chief Product and Technology Officer)*, Mayur Paul (Senior Director, Movement Communications)*, Jacob Rogers (Associate General Counsel)*, Aeryn Palmer (Deputy General Counsel)*, Tajh Taylor (Vice President, Data Science & Engineering), Courtney Bass-Sherizen (Chief Talent and Culture Officer), Nhu Phan (Senior Project Manager), Kaarel Vaidla (Lead Movement Process Architect)

* Indicates attendance during Executive Session

Invited guests: Richard Knipel, Daria Cybulska, Anne Clin, Manavpreet Kaur, Ciell, Runa Bhattacharjee, Michał Buczyński, Georges Fodouop, Jon Huggett

The meeting was called to order at 09:00 Eastern. The Secretary confirmed the presence of a quorum.

Executive Session

The meeting began with an Executive Session where Stephen LaPorte, General Counsel and Secretary, and Jacob Rogers, Associate General Counsel, provided a confidential legal briefing to the Wikimedia Foundation Board and invited staff.

Welcome, Greetings, and Administrative Actions

Nataliia Tymkiv, Chair, welcomed everyone to the meeting and reviewed the agenda for the day. Nat welcomed the representatives from the Movement Charter Drafting Committee (MCDC), who joined as Board Visitors.

After a motion made by Jimmy Wales and seconded by Raju Narisetti, the consent agenda was unanimously approved. The consent agenda includes the December 2023 Board meeting minutes and an update to the Executive Committee charter. The Board was informed of the change in advance of the meeting.

Board Business

Nataliia reviewed the proposed changes to Board Officers and Committee Membership. Board Officers serve a three year term while committee membership is typically reviewed and renewed on an annual basis. Nat thanked Esra’a and Shani for their terms as Vice-Chairs. After a motion made by Rosie Stephenson-Goodknight and seconded by Luis Bitencourt-Emilio, the Board unanimously approved the resolution to update the Board Officers and committee membership.

Dariusz Jemielniak, Governance Committee Chair, provided an update on the 2024 Board selection process. The Governance Committee has created a Board Selection Working Group (BSWG) to handle the 2024 Board selection process, to avoid a conflict of interest for members of the Governance Committee who may participate as candidates in the process. The BSWG and the Elections Committee have been working collaboratively over the last several months to design the process. The process will officially begin in March with a message announcing the start of the selection process. In May, the Call for Candidates will open, which is when candidates will submit their applications.

There are changes this year to the process. In years past, English fluency has been the only minimum requirement. This year, candidates are required to have previous experience serving on a collective decision-making body, especially Boards or committees and have significant experience in Wikimedia (or equivalent) movement building and organizing. Additionally, there will be a shortlisting process if there are more than 15 candidates.

Foundation Updates

Lisa Seitz Gruwell, Chief Advancement Officer, provided an update on revenue. The Wikimedia Foundation (WMF) is meeting its projected targets for revenue. Lisa also noted that there were changes to the donor thank you messages that invited donors to edit Wikipedia. This was a suggestion that came from feedback from volunteers. The Foundation is also tracking closely to projections of expenses, although there are some areas of overrun and underrun.

Anusha Alikhan, Chief Communications Officer and Mayur Paul, Senior Director, Movement Communications provided an update on how the communications department has helped to support the Big English campaign. Anusha highlighted that the communications department launched an awareness campaign. Mayur shared an update about community collaboration around fundraising.

Staff provided an update on multi-year financial planning. At the beginning of the Fiscal Year 23-24 (FY), WMF was responding to an uncertain environment and expected flattening revenue growth. WMF reduced internal expenses while increasing funding to grants and maintaining funding for Product and Technology. WMF staff expects to continue contending with economic, socio-cultural, and technical uncertainty. Staff provided several projection scenarios for the Board to consider in future planning. Staff will continue to monitor and assess the budget outlook until the new fiscal year budget is presented in June.

The Board also received a brief update on the four goals in the Annual Plan. Maryana Iskander, Chief Executive Officer, explained that there has been a significant shift in planning and designing the Annual Plan over the last three years. The Annual Plan is now published on Meta several months in advance of the new fiscal year and community members are encouraged to engage with it on Meta, in regional calls, and in other settings like Talking:2024. The draft of the FY24-25 plan will be published in April.

Nadee Gunasena, Chief of Staff and Director of Executive Communications, outlined WMF’s planning and response strategies to the numerous global elections taking place in 2024. Multiple teams within the organization are engaged in this effort. The disinformation response team, managed by Trust and Safety, provides an escalation path that volunteers can use. There is also a cross-functional working group on disinformation that assess risks to the Wikimedia projects and activities of the WMF. Nadee emphasized that volunteers are the first line of defense for seeing and flagging disinformation across the projects.

The meeting adjourned and the Board met informally with the Movement Charter Drafting Committee in the afternoon.

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.

Series of meetings held with the incoming Audit Committee Chair throughout January and February covering the following topics: proposed updates to the Audit Committee Charter, the Form 990 plan and timeline, the Foundation’s Investment Policy and financial reporting of investments, and the Annual Plan.

The next Audit Committee Meeting is set for February 27. Topics will include: Mid-Year Financial Update, FY 24-25 Annual Planning and multi-year scenarios, Investment Policy Approval, Form 990 Timeline, proposed updates to the Audit Committee Charter and an ERM update.

Annual Priorities

• Financial Management and Planning (Approve Annual Plan; Review and discuss the Foundation's Investment Policy Statement objectives, results and management proposed actions).
• Ensure Financial Compliance (Form 990 and an independent audit), and communication plan
• 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 Board Selection Working Group (BSWG) has been meeting monthly to develop processes for the 2024 Board selection. The BSWG is working with the Elections Committee (EC) to develop a candidate shortlisting process. If there are more than 12-15 candidates, there will need to be a process in place to reach 12 qualified candidates. The goal is to have 12 of the best qualified candidates progress to the final ballot.
• The Governance Committee reviewed the results of the committee self-assessments. Results will be shared with committee chairs.

Annual Priorities

• Recruit Board-selected trustees for new seats
• 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, Education and Product & Tech (e.g. the update to the community wishlist).
• 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. The task force is still refining proposals and working more closely with CAC on recommendations.
• Movement strategy: The Liaisons continue to meet with MCDC. Nat and Lorenzo joined the MCDC at their meeting in Atlanta in January. They also support AffCom and conducted over 30 interviews for AffCom candidates. The current AffCom terms will end February 29. The liaisons are also working on the next phase of the Affiliate recognition strategy, which is published here
• 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 last Open Conversation with Trustees was on 7th December and the next one is scheduled for March 21. CAC also advised the CEO on “Talking: 2024” and members have been participating in calls with the community.

Annual Priorities

• 1) Movement Strategy: Support the implementation of the Movement Strategy, including liaising with applicable committees (e.g., Movement Charter Drafting Committee [MCDC]; Affiliations Committee [AffCom]), as well as engaging with drafts and outputs.
• 2) Community-related initiatives and affairs: Help prioritize community-related initiatives, liaising with committees and task forces, and supporting CEO and relevant staff regarding ongoing community-related priorities (e.g. human rights & other organisational priorities)
• 3) Board Communications: Continue to maintain ongoing connections with communities at events, calls and more.

Product & Technology Committee

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;
• (2) leadership;
• (3) culture.

The Committee will host its next meeting on February 29 The committee will notably review OKR progress, and discuss design archetypes of contributors.

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

At the March Board meeting, 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