Just wanted to post some thoughts on the subject of the WMF having an
external governance review/audit. As you may know the FDC recommended that
the WMF should do this and I imagine the WMF board is thinking about the
matter at the moment. I was Chair of Wikimedia UK when we undertook our
governance review in autumn 2012 so hope my perspective is useful.

On balance I think an appropriately-defined governance audit, conducted by
the right people, would be helpful for WMF and the community but here are
some pros and cons.

*Reasons against  *
1. Cost. At a minimum, an audit would cost $20,000 - if done very
efficiently in a light-touch way. An extensive review could cost several
times that much. Anyone who you'd want to do the work would have a day rate
of $1000+ for top-level consultants and $500+ for other people involved.
2. Governance reviewers won't solve any of the "Wikimedia-specific"
problems. Hopefully whoever would be appointed would have experience of
working with boards of volunteer-based movements not just 'conventional'
non-profits. However, Wikimedia levels of transparency will still be
unusual for them and governance consultants are very unlikely to recommend
or support (say) live-streaming board meetings to increase transparency, or
making community-elected trustees unsackable without a referendum of some
kind.
3. Progress already made. The WMF Board has already introduced a number of
key policies, e.g. a code of conduct. If those have already addressed some
of the key issues then an external review will have less to say.
4. Risk of getting unfocused answers. There is a risk with this kind of
review of getting lots of detailed comments on various policies and
documents that don't actually have an impact. However, this can be avoided
with a well-defined brief.

*Reasons to do it*
1. Feedback on Board behaviour. A reviewer will probably interview Board
members and senior staff, and attend a meeting, as well as reviewing
documents and policies. As a result they will be able to observe the actual
behaviour of the board. That is unique (and hopefully helpful) feedback.
2. Reassurance. From November to January, a lot of people (including many
WMF staff and community members) were confused and concerned (to put it
mildly) about what was happening at WMF board level. (Probably there were
also people *on the WMF board* sharing the same concerns). Many of those
people are still concerned to varying degrees. An external review that says
"actually, most of this is working fine now but you can improve X, Y and Z"
is valuable reassurance for the whole community. If, on the other hand, the
review says "actually there are some serious issues that still need to be
sorted out" then much better that the Board realises that and acts on it in
the next couple of months than waiting another year or two and running into
the same problems again.
3. The amount of change that's happened lately. The WMF has grown immensely
in the last 10 years and has had very high turnover on the Board in the
last 2. Some of the ways of working that have grown up in those 10 years
may not be right, and some of those that were right might no longer be in
the Board's institutional knowledge. If I were in the shoes of one of the
newer WMF trustees I would think that an external governance review was a
very helpful step in making sure that the Board was working as effectively
as possible.

Regards,

Chris Keating
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