Open Knowledge Foundation
Board of Directors

Board Meeting Minutes, March 2016

A meeting of the Open Knowledge International (OKI) Board was held in London and virtually via Hangout on 9th March 2016.

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

Observing: Pavel Richter (PR), Mark Gibbs (MG) - via Hangout; Sander van der Waal (SvdW) (part), Sebastian Moleski (SM) (part), Naomi Lillie (NL) (minutes)

Apologies: Martin Tisné, Paula Le Dieu
 

Review of minutes & actions of last meeting

The Minutes of the last meeting were reviewed and approved in principle, with an action for KC and NL to follow up regarding the level of detail to be shared publicly. Actions were reviewed and updated.

Introductions

PR introduced Mark Gibbs (COO) and Sander van der Waal (Portfolios Director).

It was agreed that the Projects Update agenda point would be pushed back, either to later this meeting or to the next one depending on timing. The Board was keen to hear an overview of projects, making sure there was sufficient time to give it due attention.

CEO Update

PR issued an update, including on the recent Summit, the new COO (MG), the President’s transition to a non-executive role, international employment, hiring, fundraising, the closure of a legal issue, and the development of a Theory of Change for the organisation

  • ACTION: Board to recommend facilitators to PR

  • ACTION: KC & NL to update President’s access to Board materials

  • ACTION: NL to set up calls for PR with HT, JS & TH to discuss Theory of Change

COO Overview including Financial Update of OKI

[SM joined]

MG presented an update on his findings to date and decisions taken, which included: further work around financial processes and procedure, especially as Charity status will bring additional requirements; an HR Assistant has been brought on, with a project planned to review the status of freelancers, contractors, employees etc; offering pensions this year (ahead of schedule) as well as other benefits for staff; addressing the challenges of being a distributed organisation; addressing financial challenges highlighted by auditors; there will be a move to forecasting rather than historical reporting of budgets; and MG will now forecast and sign off Viderum expenditure. MG noted that Corporation Tax is now being accrued for this financial year as Charity status is still pending, and that overall OKI’s financial health is sound. 

Feedback from Board was that more clarity around funds that are committed but not yet spent is needed, to caution about changing tools for the sake of familiarity, and to offer connection with an organisation that could take on financial support if needed.

  • ACTION for MG to share actual accounts at future Board meetings - ie P&L / income and expenditure, year-to-date, against budget, comparison, and to flag up what's interesting or worrying

Viderum

SM gave an update which included: Viderum now comprises 6 people; seeking a £20K opportunity, should be able to get half; organisation and financial health is stable & solid at this point; a UK bank account is now in place; and new customers are being moved to the cloud platform, which allows us to scale-up quickly and is better for IT costs.

The Board sought clarity on the mission statement and vision, ie for the world to publish data through CKAN. SM confirmed that Viderum needs to be a strong supporter of the open data ecosystem, which comprises comparable organisations such as ScraperWiki, but not try to be at the centre.

Board also sought clarity on governance: Viderum Board comprises SM and PR - it was agreed in November that PR would represent OKI on the Viderum Board. SM and PR considered representation for different OKI perspectives, with the emphasis being on availability for quick decision-making, and welcomes input from OKI Board.

  • ACTION for Board to send feedback on Viderum mission statement to SM

  • ACTION for NL to circulate Viderum presentation

  • ACTION for JS to consider whether can commit to Viderum Board 

  • ACTION for SM & JS to meet next week

[SM left]

Risk Register 

MG presented the register, designed to align with projects as a high-level overview that also shows financial risks. Feedback from Board was that conversation around risks is key rather than the tool, eg finance may not be needed for every risk, and that using probability is a familiar format that would work for this purpose.

Board Terms of Reference

The following was discussed in relation to the draft presented:

  • Brand - operational aspects, including the use of logo and Chapter approval, is delegated to PR

  • Internal controls, including risk & financial processes - delegated to PR

  • Size - quorum is currently 2, including KC as Chair; this should be changed to quorum of 3 (not specifying KC) with the aim of between 5-8 members; when the Board composition changes, these numbers can be changed

  • Company Secretary - PR as Company Secretary isn’t an ideal situation, being directly accountable to the Board; the Executive Assistant is a more usual role for this responsibility and as such should move to NL

  • Advisory Council - the relationship with the Advisory Council is held by PR

  • How do the Board know it is doing a good job? - further discussion necessary, regarding ambassadorial nature of roles, fundraising, functions needed above and beyond protecting the organisation and supporting Leadership in order to deliver added value; the Board Composition grid will assist in assessing specialisms and gaps

  • Annual General Meeting - remove as not required

DECISION: On the above basis, the Terms of Reference for the Board were signed-off

  • ACTION for NL to take on Company Secretary role

  • ACTION for PR to draft and share paper about what support he needs from Board which can inform the Terms of Reference

Board Composition

PR was requested to set out requirements to feed into Board recruitment.  PR noted that there needs to be greater global representation on Board, especially where we intend to, or are likely to, have greater impact as an organisation. The Board encouraged PR to make suggestions around the forming of the Board.

  • ACTION: Board to complete 2nd table of Board Representation (informing about expertise currently represented on the Board) and to give input on 1st (suggestions for new Board members)

Community Representation 

KC put forward a paper for discussion, summarising previous discussions on the topic of representation of the community at Board level. Nominations, democracy and screening of appointment, and invitations were discussed. PR expressed concerns about a single person representing the broad open knowledge community, which isn’t one united body, and it was suggested that a single community representative may not be able to offer the function desired here.

DECISION: Emphasis for Board members search will be on a user - a member of community - but there will be no formal mechanism to elect one representative or reserve a position on the Board for this single purpose.

  • ACTION: Board to consider who to bring to the Board, as well as how OKI at Board level can engage with the community better

Projects Update 

SvdW gave an update, starting with a clear definition of projects as opposed to portfolios (projects having fixed start & end dates; portfolios of products meaning longer and more mature projects without fixed dates, moving from early-stage innovation to an established product). This included Open Data for Tax Justice, OpenSpending, OpenTrials, School of Data, and Global Open Data Index where we are looking at strategic collaboration on the Index and Open Data Barometer.

  • ACTION: HT & SvdW to discuss code in OpenSpending and problems already faced in Tax Justice projects, with OpenSpending Project Manager

  • ACTION: TH to send SvdW details of medical meeting in week of 21st for SvdW to ensure OpenTrials Project Manager is going

  • ACTION: SvdW to present metrics at next meeting, considering the Theory of Change and what people have done with our products

[SvdW left]

CEO Performance Assessment / Targets

Agenda point postponed, to be reviewed by email.

  • ACTION: NL to circulate CEO assessment targets for feedback 

AOB

  • Away Day - it was agreed not to have an away day but instead for PR to have individual conversations with Board members focusing on the TOC

  • PLD remains on Board as observer for now