At the offices of Baker and McKenzie, 100 New Bridge Street, London EC4V 6JA

 

Present:         Roger Darlington (Chair), Christine Atkinson, Michele Elliott, Mark Gracey, Sonia Livingstone, Hamish MacLeod, Tink Palmer, Nick Truman, Jim Reynolds, Ian Walden

IWF Staff:      Peter Robbins (Chief Executive), Brian Wegg 

Apologies:     None

Roger Darlington opened the meeting and welcomed Board members to his last meeting as Chair. No apologies were necessary.

These were approved as a true record of the meeting.   

3.          Matters arising  

The meeting noted that all the actions recorded at the last Board meeting had been carried out or were items on the main agenda.

With regard to action 2, Chair outlined how he planned to incorporate feedback on the review of newsgroup policy into a summary of achievements in a letter announcing his retirement and the appointment of the new Chair.

Board noted the letter from the solicitor dated 10 August confirming the position with regard to carrying out only part of our wider objects as a charity.   

Chair reported that he had attended the last Funding Council meeting in order to reassure representatives that approving the charitable objects would not result in a change to the IWF role and remit.  He pointed out this was only the second time in six years that he had attended Funding Council and this may be a relationship that the new Chair would want to review. 

There were no other matters arising.

Chair introduced the report and invited questions.  Board referred to the Chair’s review of his term of office described in his report and noted that the he was rightly proud of his achievements as Chair.

Board noted the name of the new police centre and considered various aspects of the IWF relationship with the centre.

Chief Executive highlighted his report and invited questions.  Board members considered search engines in relation to the Search Safe Initiative and the IWF project, the Discovery Engine.  Chief Executive explained that there had been some issues to solve with the Discovery Engine and Board would need to re-visit and consider the project at a future Board meeting.

                  

Board considered the paper on report turn round times and unanimously supported the recommendation that:

Every report will be acknowledged and assessed within 24 hours of receipt excluding weekends and public holidays unless exceptionable circumstances prevail

The list was noted

It was noted that there are no major variances from forecast.

Chief Executive explained that, because of the accounting method for dealing with depreciation and because we are unable to claim back costs in connection with the professional advice of becoming a registered charity, the accounts show IW Ltd as making an accounting loss for 2004/5.  Board members noted the accounts.  

Chief Executive outlined the assumptions contained within the indicative budgets and explained that the forecasts were designed to give an early indication of budget scenarios and he was not seeking Board approval at this stage.  Board considered the issues and concluded that, in formulating the final budget, the same broad principles used in the indicative budgets should be adopted.  It was noted that the indicative budgets should be showing an operational loss and for presentational purposes the formal budget for approval would show the carry forward of around £38,000 as a separate item at the bottom of the budget.

 

Board noted the outcome of the company EGM and that the revised company objects were being registered at Companies House.  The Commission would be informed and their final decision on IWF’s registration was awaited.

The conversion plan was considered and Board noted there was  a significant range of tasks to complete.  In answer to questions, the executive explained they were aware that as part of final accounts for a charity a section on risks must be included and currently risk assessments carried out included technical and physical security, staff welfare and income generation.

Chair introduced the paper and explained that, as part of the discussions on IWF’s conversion to a registered charity, Board had resolved to ask the Executive Committee to examine and formulate some principles for IW Ltd to trade.

The legal advisers, charity consultants and accountants had all advised that we retain IW Ltd as a wholly owned trading subsidiary of the charity, IWF, and the recommendations in the paper resulted from the discussions at the last Executive Committee.

Industry representatives informed Board that Funding Council had been unable to support the recommendations in the paper and were recommending to Board that a working group be formed to examine the issues.  Industry representatives confirmed that no terms of reference had been drawn up for the working group.  In the light of the professional advice in this matter, some Board members expressed strong concerns that Funding Council felt unable to accept the trading principles and safeguards set out. 

Following further discussion, Chair concluded that the Board did not see the need for a working group on this subject and therefore would not nominate members to sit on any such group that the Funding Council might wish to establish. He recommended that the Board paper with its recommendations should lie on the table and be reconsidered at the next Board meeting in the light of further consideration.  Board supported this view and asked Funding Council representatives to take into account advice from other charities and specialists in this field when the working group met.  

 

Board considered a paper setting out in broad terms the main points that might be included in an IWF response and suggested additions and amendments which were discussed and noted.

ACTION 2: A formal draft response would be circulated to Funding Council and Board for comments.

 

Board noted the progress with regard to the Chair appointment, in particular the arrangement that Richard Hooper of Ofcom would join with Chris Atkinson and Hamish MacLeod from the Board to constitute a selection panel that would interview short-listed candidates on 25 November.  In accordance with the requirements of the IWF constitution, Board will need to formally approve the recommendation from the selection panel and a meeting was arranged for 10 am.  Friday, 2 December.

The paper was noted and Board asked that the effectiveness of the contract and the deliverables be considered by the Board in more detail at the annual IWF Away Day.

 

Board noted the paper and the information which should be used within the resources available to IWF.

 

Board unanimously approved the strategy document.

Board wished to place on record their thanks to Roger Darlington for all his hard work over the last six years on behalf of the IWF.  He in turn thanked Board members for all their support.

Provisionally:  09.02.06, 02.05.06, 11.07.06, 31.10.06