Hi Amanda,

Thanks for this.

I've noted a suggestion on the talk page to state explicitly that the Board should include reputational concerns (including the reaction of community members and affiliates) when weighing up whether to approve a transaction where there is a conflict. I feel this is worth making explicit, otherwise the policy can be read to only cover the Foundation's financial or operational interests not the broader picture. 

https://meta.wikimedia.org/wiki/Talk:Conflict_of_interest_policy/2021_updates#Proposed_change_to_Board_Approval_section

Thanks,

Chris

On Mon, Nov 1, 2021 at 1:01 PM Amanda Keton <aketon@wikimedia.org> wrote:

Hi all,


The Wikimedia Foundation legal team has posted a draft of an updated conflict of interest policy on Meta-Wiki:

https://meta.wikimedia.org/wiki/Conflict_of_interest_policy/2021_updates


We are collecting feedback on the policy for the next three weeks: today until 22 November.


The updated policy will replace the current Conflict of Interest Policy for Board Members, Officers, Executives, and Key Employees.[1] Note: This is not related to any policies or issues regarding paid/conflict of interest editing of the projects. It is about conflicts of interest that may arise in connection with an individual’s executive or Board role at the Foundation.


In preparing the updated policy, we consulted model conflict of interest policies, guidance regarding best practices for conflict of interest policies, outside legal experts on non-profit governance, and the points raised in the community discussion on conflicts of interest earlier this year.[2]


We invite you to review the draft policy and leave any feedback you have on the talk page. In particular, we are interested in identifying any aspects of the policy where the language or procedure is not clear. We also want to know if there are any gaps in the policy: are there any conflict of interest situations that cause you concern and that the policy does not seem to cover?


The Governance Committee of the Board of Trustees has reviewed the draft policy, and will review it again following the feedback period. It will then go before the full Board to be approved and adopted.


Thank you to anyone who takes the time to read the draft policy. Please leave your feedback on the talk page[3] so that we can best review and respond to it in an organized manner.


In solidarity and with gratitude,


Amanda


Amanda Keton

She/They

General Counsel and Transition Team Member

Wikimedia Foundation



[1] https://foundation.wikimedia.org/wiki/Conflict_of_interest_policy

[2] https://lists.wikimedia.org/hyperkitty/list/wikimedia-l@lists.wikimedia.org/thread/PFOBFWCBFACRGY3OMXAQG54ALPXGT3K3/#4WUO2JZ2ZXOGQR2A6TRPW457NRCQNVZ5

[3] https://meta.wikimedia.org/wiki/Talk:Conflict_of_interest_policy/2021_updates


--

Amanda Keton (she/they)

General Counsel

Wikimedia Foundation

NOTICE: This message may be confidential or legally privileged. If you have received it by accident, please delete it and let us know about the mistake. As an attorney for the Wikimedia Foundation, for legal and ethical reasons, I cannot give legal advice to, or serve as a lawyer for, community members, volunteers, or staff members in their personal capacity. For more on what this means, please see our legal disclaimer.
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