Directors Election 2020 Our Board Jason Crouch Neil - - PowerPoint PPT Presentation

Directors’ Election 2020

Our Board

Jason Crouch Neil Blanchard Amber Vincent-Prior John Harrington Beth Rogers Joanne Gray Bev Wyatt Gareth Lewis Helen Jackson Mark Ralf

Our Board

Represent members’ interests Ensure a sustainable co-operative approach Determine Strategy and Direction Set Risk Levels Monitor performance

Our Leadership Team

Mark Smith Chief Execuitve Greg Wilkins Finance Director Simon Eastwood COO Food Retail Sarah Kavanagh Director of Business Transformation and HR Silena Dominy Director of Corporate Affairs Steve Pearce COO End of Life Services Gemma Lacey Director Sustainability and Communication

Directors’ Duties

Legal responsibilities:

• Duty to exercise reasonable care, skill and diligence – subjective and objective

standard

• Duty to promote the success of the company
• Duty to act within powers
• Duty to exercise independent judgement
• Duty to avoid conflicts of interest
• Duty not to accept benefits from third parties
• Duty to declare interest in proposed transaction or arrangement
• Plus statutory duties, eg delivery of accounts and annual returns

Qualifications for Directorship (Rule 58)

Rule 58 sets out the qualification criteria directors must meet:

• Current member of at least one year’s standing
• Not have served as a director for 9 consecutive years or more from 22 June 2011
• Committed to maintain co-operative status of SC and support co-operative principles
• £250 minimum spend per year on products/services of SC
• No personal or family conflicts of interest
• No family member to be serving SC director
• Cannot be member of SC Leadership Team
• No existing political office
• Sound character and clean record (for example, no bankruptcy, involvement in a failing

business, disqualification as a director, disciplinary action, outstanding CCJs or convictions)

• No previous removal from the Board or dismissal as a SC colleague
• Full mental capacity

What Are We Looking For?

• The Board Composition Charter sets out the skills and

requirements for directors as well as financial and business acumen and a commitment to and understanding of SC’s business and a general understanding of the role of the board and legal duties of directors

• Specific knowledge and expertise desirable to complement

existing board experience

• Other skills, know-how and attributes to help a director

perform the role

• Board diversity of background, attitudes and experiences

Board Composition

• Nine elected seats on the SC Board and one co-opted chair plus possibility for one

further co-opted director

• One third of elected directors retire by rotation
• Two guaranteed colleague seats can only be filled by colleagues; the other two cannot be

filled by current colleagues and only half of all seats may be held a combination of SC colleagues, colleagues who have retired in the last 3 years or spouses/partners thereof

• Three directors whose term of office will end on 20 May 2020:
• John Harrington, Amber Vincent-Prior and Bev Wyatt
• All are eligible to stand in the 2020 election for the SC Board
• The term of office for all seats is three years and will expire in 2023

Time Commitment

• Initial training on election:

– Southern Co-op business induction – Governance, role, responsibilities – Co-operative overview, values and principles course

• Each year directors will be required as a minimum to attend:

– Approximately 12 board meetings on a monthly basis (mostly Thursdays starting at 4pm, around 3 hours each plus preparation time – AGM and Members’ Convention (1 day) – 12 hours’ training and development, which can include attending a weekend conference – Sub-committee meetings, as appropriate to board appointments Candidates should undertake their own assessment of whether they are able to devote sufficient time to this role prior to progressing a nomination

Remuneration

• The current annual fee payable in respect of a director’s service is £6,075
• Directors are also entitled to 10% discount on purchases and 20% on “double

discount” pay day weekends

• Additional fees are payable in respect of appointments to sub-committees
• Expenses reasonably and necessarily incurred whilst carrying out formal board

appointments may be claimed in line with the Directors’ Expenses policy

• Loss of remuneration from a director’s employer as a result of attending Society

business may be claimed upon the production of proper evidence

Nomination Process

• Information Session for interested members
• Poster in store invites nominations which can be made from 20 February until noon
• n 12 March by completing the Nomination Form available on our website or by

contacting Member Support

• Members nominate themselves by completing the Nomination Form
• Each candidate needs to be proposed and seconded by a qualifying SC member
• On the Nomination Form, candidates provide details of the skills and experience

which they believe are relevant to the role of director and set out the qualities they would bring to the role, if elected

• More information and Nomination Form available from 20 February on our website

Candidates

• Corporate Affairs checks nominations and confirms that they are valid in accordance

with SC Rules

• Candidates confirmed to members and questions to be put to candidates invited from

members

• Candidates will be required to answer the member questions some of which they will

be filmed answering. The videos will also give an opportunity to describe their motivation and skills and experience. These short videos will be available to members via the voting portal, social media and the SC website

• Details about the candidates will be sent to members with the ballot papers and be

available on the voting portal

Election Process

• Voting opens on 24 April for three week period until 15 May
• Email ballot papers and postal ballots
• All members of SC who are 16 years old or over, have been a member for at least 6

months and have spent a minimum of £1 in the last 12 months

• Restrictions on using SC’s premises, equipment or resources for canvassing support

Election Timetable 2020

Call for nominations 20 February Last date for registration for voting 26 February Closing date for nominations 12 March midday Video sessions 25 March Ballot papers issued to members/voting opens 24 April Voting closes 15 May (4pm) Voting in person at 1000 Lakeside 15 May (8am – 4pm) Results 20 May Annual General Meeting: public announcement of results 20 May First Board Meeting 25 June

Questions?