Hi all,
The unfortunate reality is that we are now definitely too close to the
deadline to start a new budget round from scratch.
I agree that the Foundation spending must include a stricter compliance
check for CoI; I think people sitting on different sides of the table
and playing with different hats to wear can be an issue to the Foundation.
That said, the implemented workflow (up to now) to get the budget done
was designed to approve it as quickly as possible; CoI compliance and
charity compliance are left to each own Director's judgement, which is
now pretty evident that can be easily misplaced, misguided and/or exploited.
That had additionally the unfortunate drawback that some strategic
decisions that should have been included in this round of budget were
not thoroughly discussed, and as such delayed to a later point in time.
To better understand the situation, I'd like you to picture the
following process if a balanced and fair procedure would be factored in.
We receive a long pre-ranked list of potential proposals from ESC, for
which we mostly have no evidence if any CoI compliance procedures has
been carried out (we know for sure that in ESC there are overlapping
loyalties, like it is in the Board). Imagine 60+ items to be evaluated
inside the Board of Directors, from a CoI, charitable, strategic and
adherence to Foundation's goal points of view. Each one of those should
be inspected and discussed (even briefly) with all the Directors, then
in case of a potential CoI and presuming no duty to disclose or no
abstension has been carried out (~all the cases from the ESC list)
likely at least 7 rounds of voting has to be carried out to see if some
of the Directors has to be excluded to vote the single element of the
list because of a Conflict of Interest. The non-conflicted Directors can
then vote the single element of the list. Finally, all those proposals
have then to be ranked (which can be done mostly automatically), and
this final ranking has to be approved by the Board to be filed to the
authorities. Getting to the end of the list would take most of the time
of a Board's term. And we didn't mention strategic decisions or
Directors' own proposals.
The context of the budgeting round is all but positive and perfect, and
must be improved: it has to undergo a necessary revision, implementing
as early in the process (e.g. starting with the ESC) as possible some
safeguards around overlapping loyalties, while keeping the whole process
as lean, agile and quick as possible.
I think this revision should be in the top priorities of this term of
the Board of Directors, and kindly ask all the fellow Directors to put
their efforts into it as soon as possible. We should also think about
having it as a recurring item during Board's meeting.
Also, I want to point out that abstention by explicit declaration of
some (likely conflicted) Directors was part of the understanding for
this additional round of vote. The fact that my vote is still missing
(and will likely confirm the approval of the budget) but yet no explicit
abstention has been presented to the public is telling a specific story
here, and it does not help showing fairness and loyalty to the Foundation.
That said, and balancing out all the considerations:
Il 06/04/22 08:15, Florian Effenberger ha scritto:
On behalf of the Board, I therefore call for the following VOTE:
Approval of the preliminary budget for 2022
as summarized in https://listarchives.tdf.io/i/dlUqWosS6dnXs8bWoXl2vC6a
and discussed in the private board meeting on 2022-03-28
Approved by my side.
Regards,
--
Emiliano Vavassori, Member of the Board of Directors
The Document Foundation, Kurfürstendamm 188, 10707 Berlin, DE
Gemeinnützige rechtsfähige Stiftung des bürgerlichen Rechts
Legal details: https://www.documentfoundation.org/imprint
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