WMF Conflict of Interest Policy

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Thank you, Jan-Bart and Stu

Conclusions?

WereSpielChequers

10 Jan 2016 10 Jan '16

12:11 p.m.

Recent threads query whether it is or should be a conflict of interest for a board member to support the appointment of someone who used to work at the same company, and whether multiple board members have shares or stock options with a particular company. So I have read the Conflict of interest policy <https://wikimediafoundation.org/wiki/Conflict_of_interest_policy>, which from my lay person's reading does not appear to have been breached. I have taken the opportunity to propose a couple of changes <https://meta.wikimedia.org/wiki/Wikimedia_Foundation_transparency_gap#Conflicts_of_interest_-_investments> to that policy. Note I have not first tried to find out how long it is since a certain new trustee left the same company that an existing trustee works for, nor have I asked any board member how many Google shares that they own. But I am making the assumption that no individual member of the WMF board currently owns 10% or more of Google, so I would be very surprised if any of them have managed to break the current conflict of interest policy as I understand it. To be clear I am not proposing any sort of retrospective change that would mean a past decision was void because a trustee voted despite having an interest according to these new rules. Any change to the rules could only apply to decisions made after the rules were updated. WereSpielChequers

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Fæ

10 Jan 10 Jan

12:27 p.m.

Thanks WereSpeilChequers, I especially approve of "You could define a de minimis threshold, perhaps a shareholding that pays you dividends worth no more than a cup of coffee a month is not worth declaring. But for simplicity and transparency it might be easier to recuse from any decision where you are a shareholder."[1] This cost-free and minor improvement to WMF governance would help a lot towards community confidence in the WMF board, particularly if the WMF adopted the transparency practices for (pre-emptive) public trustee declarations of interest we implemented for Wikimedia UK as part of necessary governance improvements.[2] Links 1. https://meta.wikimedia.org/wiki/Wikimedia_Foundation_transparency_gap#Confl… 2. https://wikimedia.org.uk/wiki/Declarations_of_Interest Fae On 10 January 2016 at 12:11, WereSpielChequers <werespielchequers(a)gmail.com> wrote:

...

-- faewik(a)gmail.com https://commons.wikimedia.org/wiki/User:Fae

Andreas Kolbe

1:34 p.m.

Well spotted. Expressing the amount of ownership that rises to a conflict of interest in terms of a percentage of all shares in the company strikes me as startlingly inappropriate. Owning 1% of a company worth $400 billion would be a very, very significant conflict of interest for a board member. Owning 11% of a tiny company worth $5,000, not so much. Surely, what matters is not the percentage of ownership, but its monetary value. As you say, for simplicity and transparency it is clearly best if board members recuse from any decisions involving a company they hold shares in. That change to the Conflict of Interest policy should be made as soon as possible. Andreas On Sun, Jan 10, 2016 at 12:11 PM, WereSpielChequers < werespielchequers(a)gmail.com> wrote:

...

to that policy. Note I have not first tried to find out how long it is since a certain new trustee left the same company that an existing trustee works for, nor have I asked any board member how many Google shares that they own. But I am making the assumption that no individual member of the WMF board currently owns 10% or more of Google, so I would be very surprised if any of them have managed to break the current conflict of interest policy as I understand it. To be clear I am not proposing any sort of retrospective change that would mean a past decision was void because a trustee voted despite having an interest according to these new rules. Any change to the rules could only apply to decisions made after the rules were updated. WereSpielChequers _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l(a)lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, <mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe>

Anthony Cole

8:10 p.m.

Dariusz, can you give me your reasons for ruling out an independent review into WMF board practice, along the lines of the review the WMF commissioned into WMUK three years ago? I would have thought this was an option to embrace. On Sunday, January 10, 2016, Andreas Kolbe <jayen466(a)gmail.com> wrote:

...

Recent threads query whether it is or should be a conflict of interest

for

a board member to support the appointment of someone who used to work at the same company, and whether multiple board members have shares or stock options with a particular company. So I have read the Conflict of

interest

policy <https://wikimediafoundation.org/wiki/Conflict_of_interest_policy , which from my lay person's reading does not appear to have been breached. I have taken the opportunity to propose a couple of changes <

https://meta.wikimedia.org/wiki/Wikimedia_Foundation_transparency_gap#Confl…

to that policy. Note I have not first tried to find out how long it is since a certain new trustee left the same company that an existing

trustee

works for, nor have I asked any board member how many Google shares that they own. But I am making the assumption that no individual member of the WMF board currently owns 10% or more of Google, so I would be very surprised if any of them have managed to break the current conflict of interest policy as I understand it. To be clear I am not proposing any sort of retrospective change that

would

mean a past decision was void because a trustee voted despite having an interest according to these new rules. Any change to the rules could only apply to decisions made after the rules were updated. WereSpielChequers _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l(a)lists.wikimedia.org <javascript:;> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, <mailto:wikimedia-l-request@lists.wikimedia.org <javascript:;>

?subject=unsubscribe> _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l(a)lists.wikimedia.org <javascript:;> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, <mailto:wikimedia-l-request@lists.wikimedia.org <javascript:;> ?subject=unsubscribe>

-- Anthony Cole

Dariusz Jemielniak

8:16 p.m.

On Sun, Jan 10, 2016 at 3:10 PM, Anthony Cole <ahcoleecu(a)gmail.com> wrote:

...

Chris Keating

8:48 p.m.

I was chair of Wikimedia UK at the time of our governance review, and yes, the circumstances were quite different. I also think based on that experience review of WMF governance wouldn't give the answers I think some people want to hear. In particular no governance expert is going to do any of; - criticise a board for having (and using ) the power to remove a trustee whose presence makes it impossible for the board to do a good job - suggest broadcasting board meetings live on the Internet - jump down the Google rabbit hole that half of the posts on this list seem to inhabit at the minute Generally governance reviews are quite healthy things and WMF should consider having one at some point. Equally the recommendations and methodology used for Wikimedia UK are well worth reading for all movement organisations as much of it is general. Am on my tablet at present so can't post a link but you can Google it (so long as you declare the fact) Regards, Chris Keating On 10 Jan 2016 20:17, "Dariusz Jemielniak" <darekj(a)alk.edu.pl> wrote:

...

On Sun, Jan 10, 2016 at 3:10 PM, Anthony Cole <ahcoleecu(a)gmail.com> wrote:

Dariusz, can you give me your reasons for ruling out an independent

review

into WMF board practice, along the lines of the review the WMF

commissioned

into WMUK three years ago? I would have thought this was an option to embrace.

I'm not aware of a permanent decision ruling out such a review in the future as a part of good practice/continuous improvement. My understanding is that the WMUK circumstances were quite extraordinary and definitely our of process at the time. cheers, dj _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l(a)lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, <mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe>

Anthony Cole

11 p.m.

Chris, I agree the points you raise wouldn't matter to a governance review. The board's handling of James's removal and their attitude toward transparency (and the preponderance of Silicon Valley people) are matters fou us to judge. I'd like an expert to look over the board's understanding of and practice around financial conflict of interest, and make recommendations if those don't presently match best practice. I am concerned that Denny may not have been recusing from discussions and decisions affecting Google. This strikes me as exceptional, and that the board doesn't find it so troubles me, and hints that you may all have something to gain from independent advice. On 11 Jan 2016 4:49 am, "Chris Keating" <chriskeatingwiki(a)gmail.com> wrote:

...

On Sun, Jan 10, 2016 at 3:10 PM, Anthony Cole <ahcoleecu(a)gmail.com>

wrote:

Dariusz, can you give me your reasons for ruling out an independent

review

into WMF board practice, along the lines of the review the WMF

commissioned

into WMUK three years ago? I would have thought this was an option to embrace.

I'm not aware of a permanent decision ruling out such a review in the future as a part of good practice/continuous improvement. My

understanding

is that the WMUK circumstances were quite extraordinary and definitely

our

of process at the time. cheers, dj _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l(a)lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, <mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe>

_______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l(a)lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, <mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe>

Chris Keating

11:09 p.m.

...

I am concerned that Denny may not have been recusing from discussions and decisions affecting Google. This strikes me as exceptional, and that the board doesn't find it so troubles me, and hints that you may all have something to gain from independent advice.

Anthony Cole

11 Jan 11 Jan

3:17 a.m.

Chris, there have been no resolutions since Denny assumed his seat that impact Denny's employer, as best as I can tell, unless there is an existing direct relationship between Google and one or both of the new trustees, and no one's provided evidence of that. I hope Denny will recuse from any decision-making that might impact his employer, not just those decisions that directly address his employer. I would be concerned if he were involved in *discussions* on topics that impact Google, not just topics where Google is named. By this I mean, but not only, anything touching on the Knowledge Engine and WikiData, and I'm not just referring to discussions related to a resolution. The executive session of each board meeting is secret. On Monday, January 11, 2016, Chris Keating <chriskeatingwiki(a)gmail.com> wrote:

...

Out of interest, do you know of a single decision made by the WMF board regarding Google while Denny has been on the Board? All their resolutions are public, and the members voting in favour and against and absent or recused from each decision are listed. So if the WMF has been discussing WMF's relationship with Google and Denny hasn't recused himself this should be apparent. I have not checked the list of resolutions myself but I suspect that the WMF board rarely, if ever, considers anything to do with any major tech companies. Chris _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l(a)lists.wikimedia.org <javascript:;> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, <mailto:wikimedia-l-request@lists.wikimedia.org <javascript:;> ?subject=unsubscribe>

-- Anthony Cole

Chris Keating

9:39 a.m.

Ok - I would be really surprised if WMF have discussed Google in their executive sessions either - given the difficulties around staff and strategy they probably haven't had five minutes to mention Google, even if they wanted to. So the most economical hypothesis is that the reason Denny hasn't recused himself is because the subject hasn't come up. I would agree that board members should step aside from discussions about anything that will have a commercial impact on their employers, though I don't quite understand how Wikidata affects Google's bottom line and so can't work out how this might be a conflict - can anyone explain this? Or indeed what the "Knowledge Engine" actually is? Regards, Chris On 11 Jan 2016 03:17, "Anthony Cole" <ahcoleecu(a)gmail.com> wrote:

...

> I am concerned that Denny may not have been recusing from discussions

and

> decisions affecting Google. This strikes me as exceptional, and that

the

board doesn't find it so troubles me, and hints that you may all have something to gain from independent advice.

WMF

has been discussing WMF's relationship with Google and Denny hasn't

recused

himself this should be apparent. I have not checked the list of resolutions myself but I suspect that the WMF board rarely, if ever, considers anything to do with any major tech companies. Chris _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l(a)lists.wikimedia.org <javascript:;> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, <mailto:wikimedia-l-request@lists.wikimedia.org <javascript:;> ?subject=unsubscribe>

-- Anthony Cole _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l(a)lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, <mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe>

Newyorkbrad

5:23 p.m.

As a "non-technical" Wikimedian, I too would welcome a discussion, starting with the basics, of what the project formerly known as the "Knowledge Engine" is, or might become, and the pros and cons of the WMF focusing major resources on it. (Perhaps best to put have that discussion in a new thread, though?) Regards, Newyorkbrad/IBM On 1/11/16, Chris Keating <chriskeatingwiki(a)gmail.com> wrote:

...

> I am concerned that Denny may not have been recusing from discussions

and

> decisions affecting Google. This strikes me as exceptional, and that

the

board doesn't find it so troubles me, and hints that you may all have something to gain from independent advice.

WMF

has been discussing WMF's relationship with Google and Denny hasn't

recused

Michael Maggs

9:10 a.m.

As a cross-reference it may be interesting to note here the Conflict of Interest and Code of Conduct policies that the Wikimedia UK board applies to its own trustees. These have recently been updated to ensure compliance with current charity governance best practice recommendations: Trustee Conflict of Interest policy: https://wikimedia.org.uk/wiki/Trustee_Conflict_of_Interest_Policy Trustee Code of Conduct policy: https://wikimedia.org.uk/wiki/Trustee_Code_of_Conduct Trustee commitments are based on the long-established Seven Principles of Public Life (the Nolan Principles) [1], but with a lot of additional detail. ______________ Michael Maggs Chair, Wikimedia UK [1] https://www.gov.uk/government/publications/the-7-principles-of-public-life/… Chris Keating wrote:

...

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participants (8)

Andreas Kolbe
Anthony Cole
Chris Keating
Dariusz Jemielniak
Fæ
Michael Maggs
Newyorkbrad
WereSpielChequers