Open Knowledge Foundation
Board of Directors

Board Meeting Minutes, January 2016

A meeting of the Open Knowledge Board was held in London and virtually via Hangout on 13th January, 2016.

Present: Karin Christiansen (KC) - Chair, Jane Silber (JS), Tim Hubbard (TH) and Helen Turvey (HT) (via Hangout)

Observing: Pavel Richter (PR); Michelle Heydon (MH) (for part), and Naomi Lillie (NL) (via Hangout)

Apologies: Paula le Dieu, Martin Tisné
 

Review of minutes & actions [Chair]

The Minutes of the last meeting were reviewed and approved. Actions were reviewed and updated.

Financial Reports

Reconciliation adjustments have been undertaken for 2014-15.  Budget and project management process will take into account review-points to consider whether expenditure is reflected by effort invested.

Viderum

Viderum accounts will be tracked separately and  be presented regularly at Board meetings. Viderum has separate accounts from 1st Oct with all business currently going through OKI, including all contracts for staff and work; migrating customers across is being managed on a project/agreement case-by-case basis. The loan from OKI (to set up Viderum, of up to £135K) is being monitored by Mark Gibbs. The granularity of accounting required for Viderum needs more than project codes within the OKI book-keeping tool, and this will be addressed through Viderum and OKI financial processes. Sebastian Moleski to be invited to regular meetings, to provide a report to PR in front of Board. PR will update the timeline for transferring over projects, staff, etc from OKI to Viderum, for the next Board meeting.

Reserves Policy

PR presented a proposal which was adjusted to reflect the following agreed points:

  • Authorisation of all expenditure from the reserve is to be agreed by the Board 
  • The level of the reserves would be based on 3 months’ operating costs, checked against shutdown cost estimates to ensure no great divergence; however it will take time to build up to that level so the interim approach is agreed in the meantime
  • Investment in the organisation is required at this point, but a sound reserve amount is an important priority and needs to be balanced against this. £150K of the total underspend of £350k will be set aside for reserves in this financial year, with the aim of building up again next year.  On the basis of £3m operational costs, the aim is to build this up to a reserve of £260K in reserves by the end of May 2017
  • PR will report back to confirm if this plan isn't possible, or becomes so, and if further level of funds is needed 

ACTION: PR to update policy in line with the above and to include the £200K allocation for reserves in next year's budget

Organisational Budget Process Revision (and Theory of Change)

PR presented his plan for ongoing revision of budget process and the Theory of Change. These will reflect  overall strategic planning, with the key objective to refocus and manage resources on our own objectives and move away from undertaking projects based on funder's available funds and topic preference. OKI would seek large-scale funding for specific ideas and priority areas. Furthermore, the team would know what is expected of each individual and how the different projects fit into the organisation as a whole. There will be 3-yearly budgets prepared which are then firmed-up on an annual basis. PR will seek Board approval of the finalised Theory of Change.

  • DECISION: This plan was AGREED 

International Employment

PR outlined his thoughts around International Employment. He noted that current contractors - which currently include himself and Sander van der Waal - would be excellent fits for line-management and other management tasks, but cannot do that under the current international employment rules. PR proposed to the Board that OKI employs people in the UK, NL and DE, using Professional Employment Organizations (PEOs) to minimize the organisational and financial risks for OKI. PR also proposed that employment in countries  other than UK, NL and DE should be evaluated on a case by case basis by the CEO.

  • DECISION: Board approved, for CEO to assess on case-by-case basis

CEO Performance Assessment and Targets

The objective of the assessment criteria is to promote growth as a manager, provide feedback, and to determine any bonuses. The approach will include 360 feedback as tool to assess management performance,  which won’t be quantitative in the same way that fundraising targets are. The Board will determine targets and iterate the assessment measures.

CEO Update

PR issued an update, including on the President’s transition to a non-executive role, an ongoing legal issue, the current status of hiring, two new Chapters to be announced, and a project to update and streamline our financial systems.

  • ACTION: PR to discuss future employment in Germany with legal team
  • ACTION: NL to share Chapter MoU template with Board

AOB

  • The Board members attending in person signed documentation pertaining to Charitable application, which will be sent to those not present
  • KC noted the need to look at succession planning for Board, including the role of Chair, and the need to fill the existing finance role
  • An away-day for the Board was suggested, to provide input to planning, or sign-off, of ToC
    • Clear agenda and remit would be required - eg Board would like to see ToC at 80-90% complete and this might be a good opportunity for that
    • The Advisory Council’s role in strategy should be considered
  • Board requested updates on OKI activities earlier in the agenda
    • ACTION: NL to reorder standing agenda to start with CEO update