Hi Amanda,
Thanks for the detailed comments. However, still, this doesn't really help
that much.
From your email it seems that over several months the WMF has created a new
role which just happens to be ideal for its outgoing Chair to fill, and
indeed could scarcely be filled by anyone else because it so closely
relates to the Board's priorities.
If this is allowed to happen then it raises serious questions about whether
Board members make decisions about the WMF's priorities in order to create
consultancy posts for themselves. As it happens I don't believe that is
what has happened here, but one could be forgiven for drawing that
conclusion. There is a clear appearance of a conflict of interest. And
there is a real risk of undermining the credibility of pretty much any
decision the Board might take in future, if people - the community, donors
or the media - start to believe that those decisions are being taken
because Board members will be eased into paid positions to implement them.
No amount of reassurances that conversations happened in a particular order
can avoid this. The letter and indeed the spirit of the WMF's conflict of
interest policy may have been followed. But the object of the WMF's
conflict of interest policy has not been achieved, quite the opposite. One
can follow a policy and end up making the wrong decision, and that's what's
happened here.
Thanks,
Chris
On Thu, Jun 24, 2021 at 5:51 AM <aketon(a)wikimedia.org> wrote:
Hello, All,
I’m Amanda Keton, the General Counsel of the Foundation, and I’d like to
clarify some of the questions and comments that have been raised over the
engagement of María as a Foundation consultant. I want to assure you that
we carefully followed our policies, compensated this in line with similar
consultants, and legitimately assessed her as the best person for the role.
The need. Maria’s engagement comes at a time of transition for both the
Board and the Foundation executive staff. This is also a time where the
Community Resilience & Sustainability (CR&S) unit is setting up mechanisms
to ensure that the Foundation provides seamless service to our growing
community in its areas of responsibility. As many of you know, that team
has taken on Movement Strategy due to the transition along with maintaining
their support of Board elections, the Universal Code of Conduct, and
leading our cross-departmental approach to supporting a Thriving Movement.
As a unit, CR&S undertook a needs assessment of the workload ahead. This
needs assessment revealed gaps in implementation of the Foundation’s
Movement Strategy and in supporting staff with the ongoing Board selection
process, upcoming onboarding, and supporting a smooth transition. The team
currently supporting the Board expansion is quite stretched, monitoring
multiple channels in many languages. Having another person who can step in
immediately is tremendously helpful to these efforts. Based on this, CR&S
considered the necessary skills and expertise for assistance in executing
this work. While seeking this expertise, numerous factors were considered.
Some of these factors included experience with the Board, volunteers and
management. We also considered the qualifications with respect to the
criteria and role at hand. The unique blend of circumstances at play and
the importance of moving forward strongly at this time led us to carefully
assess our needs and explore creative solutions.
The role. In developing the scope of work for this role, we determined
that María was a very strong candidate to support this critical work. With
the transition at the executive level, and at the Board level, Maria brings
long-term familiarity with the strategy process and strategy conversations
that is crucial for the Foundation and the movement. Furthermore, she has
been a big believer and a promoter of the Movement Strategy. We believe she
can help ensure continuity in that work and can also support Maggie and
others in the Foundation working to help expand the Board in service of
bringing additional expertise, representation and capacity.
Managing a potential conflict of interest. Maria first considered stepping
down months ago, but she wanted to help navigate the transition at the helm
of the Board. I followed our Conflict of Interest policy and brought this
staff idea to the Transition Committee, the Human Resources Committee, and
ultimately discussed this idea in principle in the last executive session
of the Board of Trustees -- without Maria. The Board does not generally
discuss individual contracts, but I wanted to make sure that the Board knew
about it to respect the spirit of the conflict of interest policy even if
that would be shortly mitigated by her stepping down from her trusteeship
for unrelated reasons. I appreciate the concerns that were raised about
Affiliates receiving different advice. I'm not aware of this, and because I
want to respond timely, I can't check with all the relevant staff. However,
I have not found reference to this in internal or Meta documentation and
would appreciate more information on where this policy can be found so we
can review it when we next update our policies, and ensure we consistently
uphold our policies throughout the movement. I agree we want to be
consistent, and I appreciate that this was pointed out.
Fair compensation. I understand that a lot of questions have been raised
pertaining to Maria’s remuneration. As many of you already know, we do not
discuss remuneration of staff or consultants in public forums, although we
do disclose appropriately as we are required to as a US nonprofit on our
Form 990. It can be difficult to balance transparency and privacy, and we
find it best to adhere to a general approach that balances our values of
transparency and privacy as well as possible. However, all consultant
compensation is reviewed according to our standard rates and market
comparables. María’s compensation was set by the same process, and this is
in line with how others are paid for similar work in similar regions.
I hope this clarifies any questions and doubts that you may have.
Best,
Amanda
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