Voting has now closed. The results were announced at the AGM on 25th May 2017 and can be viewed below.
In accordance with Southern Co-op’s Rules, at the AGM on 25th May 2017 the members approved the appointment of Mark Alexander Ralf as Chair Designate, independent director, to the Board for a period of one year and thereafter as Chair for a period of three years.
The Rules permit the Board, subject to member approval, to co-opt up to two additional non-executive directors, if it considers appropriate.
In January 2017, the Board determined that a search process be commenced to identify suitable candidates to be considered for co-option to the Board. This decision arose following the Board’s consideration of succession planning for the Board as part of its Governance Roadmap project. The Board have considered the future needs of the Society and are looking to put the Board in the best possible position to be able to provide stable long term strategic planning and oversight. The democratic process, whilst important to our Society, does create some risks to the continuity and stability of the Board. For instance, each year one third of our Board is required to retire by rotation and whilst such Directors can seek re-election, there is no guarantee that the members would select them to continue on the Board. Where such directors hold important key roles within the Board this can create complexity for the delivery of good governance. It was for this reason that the Board began their search for an independent Chair Designate with the intent that the member would join the Board as a Director for one year and thereafter take the role of Chairperson for the subsequent three year period, when our current Chair retires in 2018. This approach would ensure that the Board could proactively plan the handover of the role of Chairperson and ensure that a member of the Board is available for the role with both the skills and the time to fully commit to it.
The process of co-opting a director to the Board remains democratic as not only have the members given the authority to the elected Board to do so, but members are also asked to approve any appointment. During the search process the Board communicated with Southern Co-op’s own membership in the hope of identifying suitable candidates for the role who were already members and therefore persons aligned with the values and principles of our Society. It was Southern Co-op’s elected Board who considered the candidates and in selecting the final candidate, determined that the members’ approval should be sought in relation to the appointment of Mark Ralf.
Our Board of Directors – why we’re different
Southern Co-op’s Board of Directors is currently made up of ten member directors, nine of whom are directly elected from the membership. This means that ordinary members can have real involvement in Southern Co-op. The Board may also co-opt up to two directors to the Board, if it considers it necessary to do so. It has co-opted the additional director as Chair Designate as approved by the members at the AGM on 25 May 2017.
The Leadership Team of Southern Co-op, including the Chief Executive, are not on the Board of Directors. The Leadership Team are responsible for the operational running of Southern Co-op whilst the Board is independent but oversees the work they do.
All elected directors are non-executives and serve terms of three years. At the end of their three year term they may seek re-election. The co-opted chair will be appointed for a term of three years from the date of the 2018 AGM when the current Chair, Mike Hastilow, will retire.
But what does the Board of Directors actually do?
The Board of Directors is responsible for promoting the success of Southern Co-op whilst representing the collective interests of the members as a whole across the geographical areas in which we trade. Directors bring a range of experience and skills but are each committed to upholding the values and principles of co-operatives whilst fulfilling their legal duties and responsibilities in monitoring the work of the executive Leadership Team.
The Board determines the vision and strategies of Southern Co-op and ensures that policies and organisational structures are in place to deliver the long term objectives. The Board also ensures that Southern Co-op’s actions comply with its constitutional rules, relevant laws and regulations and that risks are effectively managed. They also oversee the performance of the Leadership Team who make regular presentations to the Board at key stages throughout the year in order that progress against strategic plans can be monitored.
What sort of person are we looking for?
As you would expect, there are basic eligibility criteria. We are also particularly looking for candidates who have specific knowledge and understanding of financial accounting, funeral services, property management and risk management and internal control, the property industry and property portfolio management and/or human resources planning and performance and reward management, as these skills would enhance our Board further. That said, we would be interested to hear from any member with financial and business acumen who has an interest in standing for election to the Board.
More details about the type of people we need and the specific basic qualification criteria which you must meet are set out in our Board Composition Charter.
What’s expected of directors and what support do they get?
Of course there are legal duties to fulfil. Not only are directors required to demonstrate such care and skill as someone with their background and experience but they are also expected to show the levels of care and skill as someone in the position of director of a £390m turnover retail business would reasonably be expected to show. To this end, we ask directors to show a basic level of skill before entering the election and to participate in training and development programmes, as necessary, which we will arrange in order to update their knowledge and capabilities and assist them in achieving these standards. There is also the time commitment obviously connected with the role so you should consider whether you believe you can fulfil these requirements. All directors are required to sign acceptance of, and comply with, a Code of Conduct for Directors which sets out the minimum standard of professional behaviour expected of directors of Southern Co-op. On appointment, directors receive an induction designed to develop their knowledge and understanding of Southern Co-o and their role as a director.
Board meetings are held in Portsmouth approximately once every month with additional sub-committee meetings held in between these meetings for those who have these extra posts. Whilst we would not recommend a director attend all meetings by video conference, we have developed such capability to assist directors who do not reside within a short distance of Portsmouth.
Could you stand as a director?
Our next election will be in April/ May 2018. Please get in touch with Member Support to register you interest or contact us early in 2018.
If it’s right for you, we hope you decide to get more involved in Southern Co-op and we look forward to hearing from you.
For further details on any of the information above, please contact Member Support on freephone 0800 65 20 124 or email: firstname.lastname@example.org