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

2. 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?

3. 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!

4. 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.

5. 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?

6. 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.

7. 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

8. 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

9. 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 .

10. 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.

11. 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

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

13. 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

14. 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

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