What is the fuss all about? Governance What is the fuss all about?

Contents Introduction Duties and responsibilities of co-op directors Exercise 1: What do you think are your duties as co-op directors? What are your current challenges in carrying out these duties? Feedback from Exercise 1 Exercise 2: How would you go about addressing these challenges? Feedback from Exercise 2 What would you take away from this session and do differently from today?

Introduction This is an interactive session involving group exercises The theme of this session is making governance of your co-op as simple as possible We do appreciate that co-op committee members are volunteers and unpaid We do not have all the answers! You are the experts!

Duties and Responsibilities According to the Co-operatives UK, the following are the broad 4 categories of duties of a director or committee member of a co-operative; The Duty to obey the law (Statutory) The Duty of good faith (Fiduciary) The Duty of care The Duty to maintain and uphold the co-operative status of the organisation.

Group Exercise 1 What do you think are your duties as Co-op committee members in relation to the these four categories i.e duty to obey the law, duty of good faith , duty of care and duty to maintain and uphold the co-operative status of the organisation What are your current challenges in carrying out these duties?

Duty to obey the law The duty to act within the powers The duty to promote the success of the company The duty to exercise independent judgement The duty to exercise reasonable care, skill and diligence The duty to avoid conflicts of interest The duty not to accept benefits from third parties The duty to declare an interest in a proposed transaction or arrangement.

Duty of good faith Truthfulness and honesty Treating the co-operative’s affairs as confidential Acting at all times in the best interests of the co- operative Respecting the collective decision making process Avoiding conflicts of interest

Duty to take care Duty to take proper care by Having the right knowledge, level of experience and skills Reading board papers before meetings and coming prepared Asking questions and requesting clarification Taking advice from the management executive and from independent advisors Disclosing material interests

Duty to maintain and uphold the co-operative status of the organisation Duty to discharge your legal duties in a way which seeks to ensure the co-operatives operates successfully in accordance with the values and principles that are out in the International Co-operative Alliance Statement of Co- operative identity .

International Co-operative Alliance Statement of Co-operative Identity According to the statement, a co-operative is defined as “an autonomous association of persons united voluntarily to meet their common economic, social and cultural needs and aspirations through a jointly owned and democratically controlled enterprise”. Co-operatives are based on the values of self help, self- responsibility, democracy, equality, equity and solidarity. In the tradition of co-operative founders, co-operative members believe in the ethical values of honesty, openess, social responsibility and caring for others.

Challenges Lack of knowledge and skills Lack of effective monitoring of co-op agents Lack of co-op member participation Lack of Funding Struggle to keep up to date with law Lack of good policies and procedures

Group Exercise 2 How would you go about addressing the challenges you have raised?

Options Campaign to increase co-op member and participation Skills and knowledge audit of committee members Review of co-op policies and policies Monitoring of co-op policies and procedures Coming to meetings properly prepared by reading board papers Asking questions , requesting clarification from members of the management executive or managing agents Keeping update with legal requirements Increasing co-op members participation and requesting feedback

Options Attending further training and development where required Upholding confidentiality and non disclosure of your co- operative’s affairs outside Board meetings except if authorised to do so

Conclusion What would you take away from this session and do differently from today?