[DECISION] Staff protection in relation to the audit

Hello,

the following decision, which has been taken in private on 2024-09-24, is now made public in accordance with our statutes.

Florian

Motion:

The board formally approves that the Executive Director and all employees and contractors of The Document Foundation involved, now or in the past, in an audit are allowed to speak and communicate freely, without the fear of retaliation, and without having to fear or actually experiencing any negative effects on them, be they direct or indirect, be they financial or of any other kind, be they in form of performance reviews, employment reference letters, warnings, dismissals or any other kind. They are explicitly permitted to share any document or information to the auditor, be it upon request or proactively at their sole discretion. The above are authorized and instructed to answer all questions from the auditor and to provide all requested information and documents to the auditor. With regard to their participation in the audit employees are protected in analogous application of section 7 of the General Equal Treatment Act.

Link to law referred to:
General Act on Equal Treatment (Allgemeines Gleichbehandlungsgesetz – AGG)


The vote will run for 72 hours.

The vote will end earlier if all directors have cast their vote.

The Board of Directors at the time of voting consists of 7 seat holders (not including deputies). In order to be quorate, the vote needs to have 1/2 or more of the Board of Directors members, which gives 4.

A total of 5 Board of Directors members have participated in the vote.

The vote is quorate.

Result of vote:
2 approvals: Paolo, Osvaldo
3 abstain: Sophie, Italo, Eliane; deputy Mike Saunders abstains as well
0 disapprovals

Decision: The proposal has been accepted.

Why we need this statement?

  • My impression is that it hides personal interests.
  • The staff is already protected by law, in their duties and rights.
  • It seems that it even pretends to assign to the staff, responsibilities that do not correspond to them.
  • Auditors do not need this statement to do their job properly.
  • We are not going to invent now, audits and how they are done.
  • An audit is not a witch hunt, nor a whistleblower office.
  • And the Board need not and should not delegate its responsibilities to any staff member.
  • I even doubt its legality in the terms in which it is done.
  • Someday it will turn out to backfire on those involved.

Miguel Angel

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I tend to agree that this statement sounds a bit “off”; although I wouldn’t go as far as saying “hiding personal interests” - can you be more specific about what you mean?

Regardless - note that this decision is from nearly a year ago by now, so it’s not much use to critique it - except perhaps in the context of the next BoD elections or external audit.

Additional points I would make are:

  • Look how eager the BoD is for sharing information with external parties, compared to how closed and secretive it is towards TDF trustees - on the inside of the organization. When have the BoD ever encouraged employees to share information and documents with the trustees?

  • Some of us - trustees, BoD members, employees - have, to my mind, have exhibited an alarmist and exacerbatory attitude regarding the audit and its finding - as if shouting “the house is on fire, the house is on fire” - where in some of the cases, the house wasn’t really on fire like that. If emplyoees or BoD members were predisposed to find this to be the case, there is the change this impression made it through to the auditor; and even if that is not the case - the audited BoD should have been IIANM consulted for comments or contextual information regarding material being voluntarily presented to the auditors, or material requested by them and provided to them. The phrasing here suggests that would not be done.

Well, only two for the approval?.

To work on the matter, there is just the Compliance.
Understanding Compliance in Germany: A Comprehensive Guide

I do not understand why the Board was not oriented towards its implementation.

To implement it and maintain it, I think it has a cost that is perfectly affordable for TDF.
About four years ago the budget that I received in the company, about 35 employees, and in the complicated mining sector, shortly before retiring, was around 6-8000 euros for its implementation. And its annual maintenance cost a few thousand euros, all contracted with a specialized external company.

So I think we have the way to do it, which also seems essential for the proper functioning of the foundation.

Miguel Angel.

Remember that Sophie and Mike are themselves employees, and Italo may have been paid for contract work regarding marketing (I don’t actually remember) - so they may have needed to abstain.

Hi Eyal,

Look how this BoD started publishing also private minutes, shares audits and the explanations of the audit with its members. There is even more transparency coming but keep in mind that not every single bit of information can be made public for ongoing matters. Then, obviously, there are disclosures that need to be made to authorities and members of staff must be reassured that by making these disclosures they will not be subjected to retaliatory actions by directors that might see some of the information shared as showing their bad behaviours.

I guess you haven’t noticed yet the number of decisions and private minutes that have been shared in this forum showing that this board actually encourages TDF’s members of staff to help with transparency.

It does take time but as you can see things are happening.

One might see things in a positive way and consider the situation as an opportunity to have a house sized pizza oven as long as it’s accepted that the building has anyway changed its purpose.

For a long time some shouted about the uncontrolled expansion of that pizza oven while others where trying to shut them up saying that the situation was framed wrongly.

This board recognised the issue with the overexpanding pizza oven, received confirmation also from the audits, and is trying to get the house back in shape.

That’s not how an audit works. The organisation must present all the evidence through its supervisory body keeping in mind that withholding or misrepresenting information from the auditor is an actual crime. The auditor doesn’t ask for explanation to the board, it works on the information provided and submits the result.

The board can and did ask for further explanations in relation to the misuse of funds by a couple of former directors, unfortunately enabled by the majority of the previous board, and shared that with the members.

Some did try to warn the members about what was going on in the past but it seems like the members did not listen. I hope that the information that is being shared makes you understand why this board had to act in relation to an irresponsible candidacy and why this board will have to take decisions, that might seem unpopular, to save the house.

Ciao

Paolo

Oh, come on, @PaoloVecchi . The vaunted “private minutes” (which I’ve only started to peruse) have so far been mostly trivialities (like “authorize Florian to change access privileges following BoD elections”), or items where the actual meaningful material remains undisclosed (“authorize sending a letter about XYZ” - and the letter is not released). Also, flooding a web forum with posts is almost the most inaccessible way to release information. No access to the system you board members use yourselves; no query-able database; nor even a decently organized zip/tar archive of dated files. For most trustees, they’ll remain more-or-less in the dark effectively, while you guys can claim “but we released all this stuff”.

Morever, the point is that this post is about encouraging employees to share information themselves, while the posts you refer to are not at all the result of trustees asking employees for information and getting it from them.

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You are absolutely right in stating that flooding the forum with decisions and minutes doesn’t make it easy for the community to put the pieces of the puzzle together.

I have the same issue as I have to validate what I state by checking evidence that is spread in about 40K emails in my Thunderbird (dedicated only to TDF) and many board shared folders.

All of that information needs also to be correlated to make sense. I have a decently good memory so I know where the correlations are as I know it’s a huge task for someone starting from zero.

If you know of a tool we could implement that could help us in correlating all the information and make it easier for new board member to understand what happened and how that relates to the decisions we have to take then please do let us know.

In the meantime you are now experiencing what a new board member has to deal with.

Some published decisions aren’t easy to understand without lots of additional information and without correlating that to other bits of information. Eg: in relation to the decision I believe you are referring to:

That’s a letter we had to send to the supervisory authority to correct false/misleading statements made by former board members in response to a request of clarification sent to them by the supervisory authority. If the previous board published all the decisions then the supervisory authority could have, with a lot of effort, found out that the answers were incorrect but at the time the information was not available.

Another example:

Some might find that decision OK but correlating it to other decisions, legal advice and common sense it would be obvious that the board should have not voted for that motion.

I tried to publish that vote in board discuss to show yet another bad decision by the majority of the board but it was the time where I was being censored.

I refer you the thread I started the 02/06/2023 on tdf-internal for more information. As you can see I once again tried to warn the members that things were quite bad but it seems like not many were listening.

So as you can see or you closely follow the evolution of things or it’s quite difficult to start correlating information even when that information is available.

Feel free to ask questions and I’m sure that directors and members of staff will try to help you in understanding what was going on.

Ciao

Paolo

I have a consultancy agreement with The Document Foundation through the company I own together with my wife: Hideas di Tiziana Vola & C., based in Italy and registered at Pavia Chamber of Commerce as a full service marketing agency. When I was elected I immediately declared that I would abstain when the vote was about the team, either as a body or as single individuals, and I have acted consistently.

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An audit works in a way that an auditor must have full, unlimited access to all employees they chose. Not providing it will make the audit fail. The board has to sign this free access is granted.

An auditor never will make their judgement based on just hearsay. In their assessment, they write based on what they came to their conclusion. If you find a reference of „we only heard it from an employee and draw that conclusion“, please show it to me.

In the past, several staff reports of harrassment and health problems were reported but not followed up. People were not encouraged to speak out, they were actually retaliated for doing so, in a way that, as confirmed by others, was suitable to affect their professional careers.

Someone needs to provide data to the auditors, eg a list of decisions, legal statements, accounting ledgers, bank statements and so on. That is not done by the board. In fact, many daily tasks are handled by the employees, in the way decided and set forth by the board. TDF hires employees because the amount of work a volunteer board can do is limited. In the audit reports, the VAT audits and the social security audits you can read that all the administrative work is in perfect order, even if TDF had to deal with some challenges from the past here as well.

Not providing data or not providing unlimited access to employees is an audit failure straight away. Now someone has to do the challenging work to provide all the data, which also contains problematic items that eg were identified by lawyers and shared with the board. If the employees don’t do it, the audit fails, it they do it, they might get retaliated for doing so. That’s why a protection is needed and was required by several legal counsels.

You see with another published decision here that members of the board who are affiliated with ecosystem companies were the contacts for staff reviews, when part of the work of the staff is on tenders. Even more, these very staff members were asked to pay (!) all tenders (including the one to their bosses companies) in the calendar year.

If you know of any other organizations who have people in a double role and have payment of own contracts as part of staff performance reviews, I would be interested in a pointer. It is unlikely to match compliance, isn’t it?

I would also be interested to hear what benefits an employee has in damaging their own employer, as seems suggested here. Losing their job is likely not a benefit, isn’t it? What is the personal interest in creating a problematic situation that not only the employees need to help solve, but also risk their employer vanishing, so they lose their job?

As you see from all the recent publications, this board is encouraging their employees to share information and documents with trustees. The situation surely was different with previous boards.

The fact that only two approvals were given doesn’t render the decision invalid, but it is not an encouraging situation for the employees who have to deal with the audit.

I am glad many more minutes and decisions were published. We surely can improve the presentation of these. It was a lot of work in times when a lot of other issues keep TDF busy, so there is room for improvement.

As for asking employees - I am here, and as long as I can be sure to not be retaliated again, I am usually willing to answer any question. I might not give details on everything for one reason or the other (missing staff protection, concerns privacy of persons, ongoing legal topic etc.), but from my actions you hopefully see I am all for transparency.

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