Wikimedia Deutschland/Governance Review

General Information

WMDE Governance Review: Recommendations published

WMDE board and executive level staff initiated this process in spring 2014. Admitting that some organizational structures and processes had not evolved along with the size and scope of Wikimedia Deutschland in the first place was a crucial step for us. Getting an external consulting firm to support us on the way towards shaping these structures for the next decade was the other essential component. We felt that sharing our experiences and these recommendations can be quite valuable for other organizations as well and gladly follow the example of WMUK to share our organizational knowledge for the benefit of the movement.

The whole report was released last month. We have presented the main insights at our General Assembly and are currently collecting feedback on our members' wiki. A translated version of the essential part of the report, the recommendations, is now available here on Meta in English.

At the moment, we are outlining ways to proceed with the recommendations. While we share most of them, some need further assessment. We have already implemented a few of them (like two year board terms, restructuring of the board committees), some are processed by different board committees and stakeholders and prepared for the next general assembly (Bsp) and some need to go through a more thorough and long-term approach (like revising our bylaws and internal regulations).

We will provide further updates on the process. In the meantime, all your comments and questions are more than welcome, either on Meta or via email. Those of you who attend the Wikimedia Conference will also have the chance to discuss this in person with me and my colleagues in Berlin this week.

Recommendations of the Review

Charter and rules of procedure

The advisory team recommends that the Supervisory Board should hold a workshop or set up a temporary working group to address a revision of the charter and the rules of procedure. The alterations already introduced by the Supervisory Board on the issue of the board departments (see below) definitely make a revision necessary. However, the revision should be scheduled so that is clear which other recommendations of the review are to be implemented, because these recommendations also need to be incorporated in the revision to some extent. These include:

• Areas of responsibility/allocation of tasks between the Executive Director and Supervisory Board (e.g. strategy development)
• Number of members-at-large and co-opting procedure
• Conflicts of interest (regulations on this topic and the waiting period for former staff members before they may stand for a position on the Supervisory Board) and transparency rules

Points where the charter and rules of procedure overlap or contradict each other in relation to the role and tasks of the Supervisory Board and the Executive Director should be resolved. Topics should be more clearly allocated either to the charter or the rules of procedure.

The rules of procedure should also be designed so that in the future, revisions can be reduced to a minimum, for example by avoiding elements which need to be adjusted regularly (regulations on travelling costs) or by deleting elements which already are /could be regulated elsewhere, in particular by administrative processes in the office (provisions on the deputy for the Executive Director).

We recommend a final legal consultation to confirm the revisions.

Relationship between Supervisory Board and Executive Director

Roles and allocation of tasks

Supervisory Board’s supervisory role

The advisory team sees a suitable management control instrument as the basis for an efficient governance system; its introduction should be a matter of priority for the Supervisory Board. We urgently recommend the introduction of an appropriate tool for this purpose. One particularly suitable option would be a Balanced Scorecard (BSC) adapted to WMDE’s requirements, which could systematically report summarized information – linked with the strategic objectives – to the Supervisory Board. This would allow effective supervision of the Executive Director and strategy implementation could be monitored.

Alongside the introduction of a controlling instrument by the Supervisory Board (which could also be used by the Executive Director for monitoring the office), we recommend that reporting procedures in the office be systematized, streamlined and made compatible with the control system selected.

Responsibility for strategy development

The advisory team recommends defining the strategy development process at WMDE as the joint responsibility of the Supervisory Board and the Executive Director; this should be set down in the charter. The Supervisory Board could be owner of the process but should be obliged to involve the Executive Director closely. The Executive Director, on the other hand, should utilize the strategic, content-related and methodological skills of the C-level staff for strategy development and make this expertise available to the Supervisory Board.

WMDE’s current strategic plan must be defined in detail when developing a Balanced Scorecard, to ensure that strategic topics are translated into concrete, measurable strategic objectives.

The Supervisory Board’s approach to the department issue

The advisory team recommends that the division of the Supervisory Board into departments should not be retained – simply adopting alterations in practice does not seem like a promising approach, because it would entail the introduction of too many rules of conduct.

As an alternative to departments, the Supervisory Board should set up working groups/work teams on two levels: (an apposite name should be discussed which would emphasize collaboration rather than the “ownership” role):

• A few “permanent” working groups on topics relevant to the Supervisory Board’s monitoring role and anchoring WMDE in its field. However, these working groups should not precisely reflect the office structure. Topics would definitely include financial issues, but also external relationships.
• Temporary working groups which would examine topics in relation to a particular task assigned them by the Supervisory Board – for a limited time.

The advisory team provided its recommendations on replacing the departments to the Supervisory Board at its meeting in February 2015, when the topic was on the agenda. The Supervisory Board adopted the resolution to replace departmental responsibilities with committees, a decision which the advisors expressly welcome.

The advisory team considers that the committees’ topics are appropriate. Wherever possible, the experts in the office should be involved from an early stage (as committee members). It is also important not to treat the topics as separate units, but to regularly and systematically rethink the links and to include these specifically in the Supervisory Board’s strategic discussions with the Executive Director.

The WMDE Supervisory Board’s mode of operation

The Supervisory Board has already tackled some internal challenges, including extending the board members’ term of office from one to two years, so that stability and continuity of work can be established. They also addressed the possibility of excluding a member from the Supervisory Board as an option of final resort in conflict management. The following sections propose options for structures and for central functional processes designed to further develop the Supervisory Board’s effectiveness.

Composition and election procedure – Supervisory Board

The advisory team recommends altering the Supervisory Board election procedure to further increase the board’s effectiveness and to optimize resource management. To prepare for the changes, which will also entail amendments to the charter, a working group should be set up to prepare a draft resolution. The advisory team’s following individual recommendations should be considered:

• Abolishing elections to particular positions – positions including chair to be settled among the board members after the board has been formed, in line with the skills available.
• Reducing the number of directly elected Supervisory Board members from 10 to 4 or 5 – with the option that the Supervisory Board can coopt up to 3 members if particular expertise is required.
• When members resign early, the Supervisory Board should also have the option of coopting new members to replace them until the next regular election.
• A topic for further discussion: How far can the representation of stakeholders from the communitys be taken into account in the composition of the Supervisory Board. The advisory team sees the targeted election of 1-2 candidates from the community environment as an option (e.g. organized in the regional structures which are currently coming into existence or being reinforced.)
• To reinforce continuity in the Supervisory Board’s work and to minimize the friction loss in the hand-over of the Supervisory Board, the advisory team envisages the option of electing only half of the members at each election (rotation, partial renewal). However, this would entail partial elections taking place every year. The Supervisory Board / the committee commissioned to review this point must weigh up the effort / benefit balance.
• In addition, candidates should be given more opportunities to prepare multimedia presentations of their candidacy during preparations for the election and should have the chance of direct contact with members eligible to vote (perhaps in the regional hubs).
• The provisions on the deputy for the chair of the Supervisory Board should be revised to enable the deputy to take action on his/her own initiative if the chair is inactive (e.g. in relation to invitations to meetings), not only when directly delegated to act.

Further developing the Supervisory Board’s effectiveness

Dealing with governance topics – conflicts of interest and transparency

The advisory team recommends following international standards and practices more strictly in relation to conflicts of interest and transparency. This means:

• Strictly forbidding the office to commission a Supervisory Board member or his/her company, in order to nip a potential conflict of interest situation in the bud as far as possible. Simply informing or being transparent about a possible conflict of interest – as is currently usual – is not sufficient. Transparency in itself does not alter the fact of a conflict of interest. The Supervisory Board may invite people from private industry to board meetings for consultation on particular points, in order to utilize the viewpoints or expertise of this group.
• The Supervisory Board should also have clear options for sanctions in cases where a conflict of interest was not announced (warnings, regulated expulsion procedure).
• Going beyond the current practice whereby staff/Supervisory Board members sign the relevant regulations on conflicts of interest, they should also receive an information pamphlet to raise their awareness of the motivation behind or usefulness of conflict of interest regulations through these issues (e.g. the pamphlet could be distributed systematically when the Supervisory Board hands over or when staff are appointed).

Generally, more precise instructions should be laid down (in the sense of a disclosure policy) covering procedures for passing on information about Supervisory Board members’ company or institutional membership and about family relationships between board members. The Board Governance Committee should examine how to improve Wikimedia Deutschland’s external presentation of governance issues and how to make a clear statement on the importance of the topic for the organization.

The advisors also recommend setting down clear rules for association membership for WMDE staff and their eligibility to vote:

• Permanent staff should continue to be permitted membership of the association; however, their eligibility to vote should be suspended either throughout their contract period or at least in relation to staff-related issues. They would still be entitled to speak and would retain their right to information. This would help avoid conflicts of loyalty for staff.

To preserve the cooperation and trust between WMDE’s bodies, the advisory team recommends in any case a waiting period of one year for former members of the office before they may stand for a position on the Supervisory Board.

Conflict management, feedback and evaluation processes and Supervisory Board hand-over =

The advisory team makes the following recommendations:

• Conflict prevention and conflict management processes in the Supervisory Board and between the Supervisory Board and the Executive Director should be systematically developed. This could also include externally chaired meetings (of 3-4 hours) every six months, to reflect on how effectively the bodies are functioning as a group.
• The Supervisory Board should also carry out a self-evaluation at least once a year – also externally chaired if possible – on three levels: this should examine the group’s performance and collaboration and should include opportunities for individual feedback and self-reflection.
• The Supervisory Board hand-over or the introduction of new members (in case of rotating elections) should be made easier e.g. by developing a “Supervisory Board handbook” (an easy-to-read code of conduct, supplemented by practical recommendations on communication and cooperation).

Executive Director

Selection of the Executive Director

The advisory team recommends the appointment of a single Executive Director, who should have a good grasp of WMDE’s field of work in terms of content as well as possessing pronounced management skills. C-level staff should be increasingly involved in general management tasks and the HR and administrative sections should gradually be given more responsibility, to take pressure off the Executive Director.

Membership – general assembly – implementation of the association’s goals

The advisory team recommends the following measures on the very practical level of cultivating members and acquiring new members:

• The division into supporting members with no voting entitlement and full members with voting entitlement should be more clearly communicated. At present there still seems to be a number of full members who really only want to be supporting members. All members should be personally contacted before a certain date to identify these cases, or some other action taken to ensure that each member has the status they really want.
• Wide advertising for new members: to attract new members, Wikimedia Deutschland’s full expanded profile should be presented, so that WMDE is not just associated with Wikipedia; showing other projects would draw more fans of free knowledge to become members.
• Continuing to set up regional hubs to “test core variations of the relationships”. The regional hubs set up e. g. in Cologne and Hamburg can fulfill a range of functions simultaneously: public visibility, drop-in point for members, meeting point for communities, meeting point for internet policy initiatives and their cultural environment, networking node and lobbying base, location for fundraising events and for attracting new supporting members. This makes temporary, fluid forms of involvement possible without too great a commitment. This approach should be tested further and the impact evaluated. Entitlement to vote in the association would still be restricted to formal full membership.

The advisory team urgently recommends the 4th Supervisory Board to initiate a structured discussion process – in the form of open space-type events or an adapted “future workshop” with different stakeholder groups on the topic areas “implementation of association goals – free knowledge – role of the community(ies)”.

This should not be implemented before 2016, however, so that the new Executive Director can get involved and the process can be adequately prepared, and so that the first findings of the already adapted community work are available.

Culture: Communication, gender and diversity

The advisory team would like to encourage the Supervisory Board and office to continue working on the topics Culture – Diversity – Gender – Communication: In other words, to pursue an active policy of supporting women (affirmative action), to organize generation-specific events, to implement innovative measures and to test prototypes. It is important both to generate enough variations (including regional variations) to find out what is effective, and not to give up too soon. Closer monitoring should be carried out where possible.

In addition, the Supervisory Board and the Executive Director should also increase their efforts to examine internally how they can extend diversity in the office and in the Supervisory Board through recruitment and HR development measures.

Cooperation management

The advisory team would like to encourage the Supervisory Board and the office to take a more strategic approach to the topic of cooperation management. The office should make increasing use of the Supervisory Board and its members with their networks for contacting and cultivating cooperation management, including in relation to institutional fundraising. Supervisory Board representatives and the office should increasingly coordinate their public activities in this context.

Supervisory Board members should perform their role in external representation more consciously, but with internal agreement and in coordination with the Communications team (more definite definition of roles, use of talking points etc.).

The Supervisory Board should also actively and systematically cultivate relations with the Foundation. Details of how to do this should be prepared by the relevant committee.

Further strategic development should take place in relation to the different forms of involvement in the German language Wikiverse (such as editing, communities, membership of WM in Germany, Austria, Switzerland, supporting membership, attendance at events, donations…). This could be further developed in a more coordinated concept for the whole German-speaking region, for example in the form of a stakeholder and supporter engagement plan.

Recommendations on topics relating to organizational development

The advisory team considers that stability and sustainability are important for the development of the office in the near future. The essential levers for achieving this are:

• Defining the role of the C-level staff more clearly, expanding delegations, further developing their leadership and management capacity; further refining their awareness of their overall responsibility for the organization.
• This includes developing a joint understanding of leadership, preferably in a workshop to initiate a detailed process.
• Simplifying reporting procedures and continuing to work on the topic of monitoring – e.g. in coordination with the Balanced Scorecard approach for the management control system with the Supervisory Board. The discussion on common quality standards can also be linked up to this point.
• Continuing to further reinforce staff development measures (instruments: career plan, evaluations, team development etc.). This was set up at a very late stage and many standard processes need to catch up. The necessary staff positions to carry this out have already been created and a positive course has been set.
• More flexibility is needed in relation to planning culture (key word: agile planning) – as is easy to understand from the organization’s point of view; however, the desired changes must be communicated to the Supervisory Board. Consistent impact-oriented planning is equally important, however. The emphasis is still on action in some areas. Profile formation should also be considered in the strategic discussion.
• Institutional fundraising, acquisition of third-party funds and institutional cooperation management should all continue to be strategically anchored as important elements of financial sustainability (as opposed to financial independence).

Recommendations on implementation and monitoring the changes – the next steps, priorities and possible continued external guidance

The main priorities from the governance point of view – apart from the selection of the Executive Director, which has already been carried out – are:

• Clarifying the roles and responsibilities between the Supervisory Board and the Executive Director
• Developing an efficient control instrument (e.g. BSC) for the Supervisory Board with an interface to the office
• Office internal: developing a joint management culture
• Discussing how the association’s goal can be appropriately collectivized (participative development of the mission statement – 2016).

The Supervisory Board should accept external guidance on these topics in the form of moderation and guidance of the process. Because the new Executive Director comes from outside the organization, he should be offered coaching and guidance for the first 100 days.

The process of amending the charter should be completed before the next election.

The advisory team consider it important that the implementation of the general assembly’s decisions on the governance review recommendations should be evaluated not in the form of an external evaluation but as a self-evaluation by the Supervisory Board – e.g. after almost a year – for example in the form of an externally-chaired self-evaluation workshop. This would create more sense of ownership for the topic of governance.