Chris Keating wrote: "Fortunately the Board isn't required to consider
whether hypothetically infuture some other organisation's interests might
conflict with the Foundation's: only whether in practice they do."  This is
not correct: one of the functions of the Board is to assess the risks to
the WMF and this necessarily involves assessing whether certain situations
might arise in the future that have not arisen now.  This is normal
practice, and it is why the WMF has a risk register which is reviewed
regularly by the Audit Committee (see and
discussion at
– it would have been helpful to this discussion if that document had been
made available to the community as proposed).

This was not a case of a hypothetical future event which did not need to be
considered, but a risk that needed to be assesd: indeed, as we have been
clearly told, it was assessed by WMF staff, and their decision was that the
risk could be managed.  My point was that the Board should consider whether
the processes required to manage the risk would diminish the effectiveness
of the trustee concerned to an unacceptable degree: "I do believe it needs
serious consideration by herself and her fellow Trustees" is what I wrote.

It appears that the WMF are taking a narrow view of conflict of interest in
terms of financial interest and the fiduciary duty of the Trustees.  That
is their position, and they are entitled to hold it, although it is not a
view I have worked with often in my own experience.  I believe the Board
could and should consider the wider needs to obtain the best possible range
of strategic advice and input, epsecially as we move into yet another
strategic review:

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