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.



On Thu, Jun 24, 2021 at 5:51 AM <aketon@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.
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