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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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