The Governance Committee's role is to support the Board's mandate to govern and oversee the operations of Peninsula Co-op by: reviewing, implementing and monitoring the Co-op's governance model and policies; monitoring the Board budget; orientating and developing Directors and overseeing Board succession planning/renewal; evaluating the Board's performance; and monitoring Director compensation. The past 12 months have been busy ones for the Governance Committee. We are pleased to report good progress in enhancing Peninsula Co-op's governance practices in a number of key areas:
1. Board Communications Plan
Good governance is anchored in transparency and accountability. The Governance Committee has recommended to the Board, and the Board has approved, a communications plan to inform our membership about the work undertaken by the Board on a regular, ongoing basis. We have introduced an email for member-owners to communicate directly with the Governance Committee (email@example.com), and created this page on the Peninsula Co-op website devoted to Governance Matters.
2. Board Policy
The Board’s policy manual has been completely overhauled and updated. Several new policies, including a policy on data security for Board documents on mobile devices, have been established. The Board has “gone paperless”, posting Board documentation to a secure, password-protected online portal. An updated Code of Ethics and Confidentiality for Board members is in development.
3. Committee Terms of Reference and Annual Workplans
Standard formats for committee Terms of Reference and Workplans have been adopted. Each committee of the Board has been made responsible for ensuring it reviews and updates its Terms of Reference and Workplans annually. Each committee’s Workplan will be reviewed by the Board to ensure that, in aggregate, they reflect the strategic goals identified at the Board’s annual Strategic Planning session, and to ensure all strategic priorities are under a specific Board committee’s oversight. Committees’ performance against annual workplans will be monitored by the Board.
4. Director Election Process
The Governance Committee reviewed Peninsula Co-op’s annual Director election process, including which member-owners receive election ballots by mail, in order to ensure member-owner participation in the annual Election of Directors is maximized as cost-effectively as possible.
5. Director Compensation Review
According to the Rules of the Co-op, Directors are entitled to receive remuneration for their services at rates determined from time to time by ordinary resolution of member-owners at a general meeting. In order to ensure that Peninsula Co-op is able to attract and retain the best Directors possible, the Board, under the leadership of the Governance Committee, has completed a detailed review of Peninsula Co-op’s Director compensation philosophy and
practices. An external consultant, Watson Inc., and a volunteer committee of 5 members of
Peninsula Co-op (the “Member Advisory Committee”) provided independent, objective advice on
the appropriate compensation for Directors of the Co-op. An ordinary resolution regarding
revisions to current Director compensation will be brought forward to the membership at the
June 24th Annual General Meeting (AGM). We encourage all our member-owners to review the
documentation related to the Director compensation review, including the recommendations
from the Member Advisory Committee and the resolution regarding Director compensation that
will be voted on at the AGM.
Director Compensation Review Process: click here
Member Advisory Committee Recommendations: click here
Board Compensation Resolution: click here
6. Board and Committee Meetings
In line with one of the recommendations of the Member Advisory Committee on Director
compensation, the Governance Committee has recommended, and the Board has approved, a
revised annual schedule of Board and committee meetings. The number of meetings will be
reduced and their focus shifted; we will spend less time reviewing past operational issues and
more time on the organization’s long-term strategic goals, risk oversight/mitigation, and on
planning for ongoing growth.
7. Board Effectiveness and Evaluation
The Governance Committee has recommended, and the Board has agreed, that a process of
annual Board, Committee, and individual Director performance evaluations will be adopted in
the new Board year commencing July, 2015. The Governance Committee is currently reviewing
a number of approaches (including one developed by Federated Cooperatives Limited) and will
make a recommendation to the Board at its first meeting after the AGM.
The Governance Committee is pleased to provide this first annual report to Peninsula Co-op’s
member-owners. We welcome your input, feedback and thoughts.
Governance Committee Members