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/... [3] https://meta.wikimedia.org/wiki/Talk:Conflict_of_interest_policy/2021_update...
On Mon, 1 Nov 2021 at 13:00, Amanda Keton aketon@wikimedia.org wrote:
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.
Is there a version which highlights the changes from the current policy?
-- Andy Mabbett @pigsonthewing http://pigsonthewing.org.uk
I would also find that helpful (if this isn't a policy that's been completely rewritten). The legal text isn't especially easy to read and understand either, so my only question would be if this new policy would prevent past events that happened because this kind of policy did not exist back then.
On Mon, 1 Nov 2021 at 14:44, Andy Mabbett andy@pigsonthewing.org.uk wrote:
On Mon, 1 Nov 2021 at 13:00, Amanda Keton aketon@wikimedia.org wrote:
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.
Is there a version which highlights the changes from the current policy?
-- Andy Mabbett @pigsonthewing http://pigsonthewing.org.uk _______________________________________________ Wikimedia-l mailing list -- wikimedia-l@lists.wikimedia.org, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines and https://meta.wikimedia.org/wiki/Wikimedia-l Public archives at https://lists.wikimedia.org/hyperkitty/list/wikimedia-l@lists.wikimedia.org/... To unsubscribe send an email to wikimedia-l-leave@lists.wikimedia.org
Hm, a lot of the text has been reworded and re-ordered, but without that much difference in practical content. Complex enough that automatically-generated diffs aren't much use, so I put together a (quite messy) diff by hand: https://meta.wikimedia.org/wiki/Conflict_of_interest_policy/2021_updates/Dif...
(Disclaimer: IANAL.) Some changes of note: * Rules on Covered transactions now apply to transactions/employment/etc with those who have been trustees/executives/"key employees" at any time in the prior 12 months. (Such transactions may still be approved by the Board, following procedure.) * This was added: "In order to approve a Covered Transaction, the Board must conclude that: [...] the Covered Transaction does not involve the Foundation hiring as an employee or contractor an individual who had been a Wikimedia Foundation Trustee within the preceding 6 months." That seems ... overly specific. It doesn't apply any of the other normal rules on CoIs to recent trustees, like those dealing with other transactions/agreements/contracts, etc. * Situations with "perceived conflict of interest" ("in which the interests of a Covered Person may be seen as competing or at odds with the interests of the Foundation") are no longer covered by the policy. * Re when the Board is determining whether a transaction counts as self-dealing/etc, a part of the procedure was changed from "[The Board] shall consult with the Foundation’s legal advisor as necessary" to "The Board may consult legal counsel and other outside advisors as part of its determination.", which seems to make it more optional? * The policy goes into somewhat more detail on the procedure for assessment of CoIs, and dealing with violations of the policy.
I really wish that the WMF itself could provide summaries of changes to its rules. Unfortunately, it often doesn't, and even when it does, it often leaves out critical modifications (e.g. certain things in the last bylaws changes), requiring volunteer effort to determine what the WMF is doing.
-- Yair Rand
בתאריך יום ג׳, 2 בנוב׳ 2021 ב-12:02 מאת Philip Kopetzky < philip.kopetzky@gmail.com>:
I would also find that helpful (if this isn't a policy that's been completely rewritten). The legal text isn't especially easy to read and understand either, so my only question would be if this new policy would prevent past events that happened because this kind of policy did not exist back then.
On Mon, 1 Nov 2021 at 14:44, Andy Mabbett andy@pigsonthewing.org.uk wrote:
On Mon, 1 Nov 2021 at 13:00, Amanda Keton aketon@wikimedia.org wrote:
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.
Is there a version which highlights the changes from the current policy?
-- Andy Mabbett @pigsonthewing http://pigsonthewing.org.uk _______________________________________________ Wikimedia-l mailing list -- wikimedia-l@lists.wikimedia.org, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines and https://meta.wikimedia.org/wiki/Wikimedia-l Public archives at https://lists.wikimedia.org/hyperkitty/list/wikimedia-l@lists.wikimedia.org/... To unsubscribe send an email to wikimedia-l-leave@lists.wikimedia.org
Wikimedia-l mailing list -- wikimedia-l@lists.wikimedia.org, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines and https://meta.wikimedia.org/wiki/Wikimedia-l Public archives at https://lists.wikimedia.org/hyperkitty/list/wikimedia-l@lists.wikimedia.org/... To unsubscribe send an email to wikimedia-l-leave@lists.wikimedia.org
On Tue, Nov 2, 2021 at 4:02 PM Philip Kopetzky philip.kopetzky@gmail.com wrote:
I would also find that helpful (if this isn't a policy that's been
completely rewritten). The legal text isn't especially easy to read and understand either, so my only question would be if this new policy would prevent past events that happened because this kind of policy did not exist back then.
I think the biggest specific change is that the Board can no longer authorise appointments for people who have been on the Board in the last 6 months. Which is sensible, and addresses the main concern that prompted the review.
C
Thank you for this, it will be useful for affiliates who are working on these issues too. Kind regards, Nattes
Envoyé de mon iPhone
Le 1 nov. 2021 à 14:02, Amanda Keton aketon@wikimedia.org a écrit :
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/... [3] https://meta.wikimedia.org/wiki/Talk:Conflict_of_interest_policy/2021_update...
--
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. _______________________________________________ Wikimedia-l mailing list -- wikimedia-l@lists.wikimedia.org, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines and https://meta.wikimedia.org/wiki/Wikimedia-l Public archives at https://lists.wikimedia.org/hyperkitty/list/wikimedia-l@lists.wikimedia.org/... To unsubscribe send an email to wikimedia-l-leave@lists.wikimedia.org
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_update...
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/... [3] https://meta.wikimedia.org/wiki/Talk:Conflict_of_interest_policy/2021_update...
--
Amanda Keton (she/they)
General Counsel
Wikimedia Foundation https://wikimediafoundation.org/ *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 https://meta.wikimedia.org/wiki/Wikimedia_Legal_Disclaimer.* _______________________________________________ Wikimedia-l mailing list -- wikimedia-l@lists.wikimedia.org, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines and https://meta.wikimedia.org/wiki/Wikimedia-l Public archives at https://lists.wikimedia.org/hyperkitty/list/wikimedia-l@lists.wikimedia.org/... To unsubscribe send an email to wikimedia-l-leave@lists.wikimedia.org
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