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 on retirement of the previous Chair 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.