I will note that, as Chris pointed out, even WMUK's current policies
would permit a transaction like the one we're discussing if approved
by the Board ("no trustee may _without the consent of the board_"
), and Wikimedia Austria's Good Governance Kodex would permit it if
approved by the Gremium ("bedarf diese Anstellung der ausdrücklichen
Genehmigung durch das Good-Governance-Gremium" ).
If such transactions are sometimes viewed as permissible, as part of
harmonizing governance standards, it would be good to enumerate
examples: would this transaction qualify? If the emerging consensus is
to enforce waiting periods at all times, clauses which permit Boards
to overrule them should perhaps be revised as part of harmonization
Indeed, most of these policies are written with a certain level of flexibility. And I do know of cases where board members of affiliates have gone on to have staff roles within the movement, and asked for and received permission to do so. So why might this be a problem and other instances not a problem?
It's probably worth setting out the objective of this kind of policy, which is to give confidence that organisations are making decisions based on what will best fulfill their mission, and to avoid the perception that decisions are made for the personal gain of trustees.
Whatever a conflict of interest policy says, if it doesn't end up achieving that goal, then either the policy or the associated decision-making is at fault.
My concern over this specific instance is prompted by several things:
- A paid role has been created for a specific person, based on their contributions as a trustee
- the trustee concerned was involved in shaping the role: certainly at a 'meta' level in terms of championing the work area the role is about, and evidently also in conversations about how the role would work out while still being Chair of the organisation
- there was no open recruitment process, so it's unclear if there really was no other conceivable candidate. I understand this is not unheard of for the WMF, but it's poor practice, particularly when there are other warning flags. (I am told that when jobs are openly advertised, the recruitment process can be long and arduous.)
- there was no gap at all between the trustee departing as Chair, and starting the role. Indeed the role was evidently offered, in some form, while the Trustee in question was still Chair of the Board.
- it's unclear in what manner or at what level of detail the Board's approval of this was given
- all of this refers to a Chair of the Board of Trustees. Chairs are typically responsible for the management of the Chief Executive on behalf of the Board, which puts them in a particularly high-profile position. While I don't fully understand how this has worked out during the WMF executive transition, it seems reasonable to ask whether the trustee in question was simultaneously holding performance reviews or pay negotiations with members of the WMF interim executive team while also having conversations with them about what her own future paid role at the WMF might be.