Being a Director

The role of a Midcounties director

To help members consider whether they might wish to stand for the Board, the following information provides more detail on the nature of the role of a director in Midcounties, the types of issues the Board deals with and important items of a more practical nature.

1. The nature of the role

As a first step, it is helpful to note that the 'role, responsibilities and tasks of the Board' and the 'role description and person specification of a director' have been defined by the Board. The first of these develops and clarifies the expectations for the Board as a whole, while the second sets out the attributes the Board seeks for its members. The document with the detail can be found here. (188 Kb)

The Society is a large and complex organisation. It employs over 8,000 people in a number of consumer oriented businesses and plays an important social role in the community. It is owned and controlled by its members, a fundamental principle of co-operation, and co-operative values underpin all its activity.

The Board of directors is accountable to the Society’s members. It is responsible for setting the Society’s objectives and strategy and ensuring these are delivered in an assurance framework that promotes long term success.

Being a director involves serious obligations, including legal and moral responsibilities, as spelt out in the Society's Purpose Statement and Governance Code, and in legislation.

Being an effective member of the Board does not demand formal qualifications or first-hand experience of business management. It does however require a willingness to come to grips with sometimes complicated business and ethical issues, an ability to acquire a level of understanding sufficient to enable informed judgments about matters which come to the Board, and a willingness to contribute to discussion and debate in the Board room.

It also involves a commitment of time to other areas of the Board’s work. For example, by sitting on committees and working groups set up by the Board, and, more widely, by representing the business both within and beyond the Society at meetings and events.

While, the amount of time a director contributes to their duties will vary considerably according to factors such as what committees they serve on and on personal circumstances, in all cases it extends well beyond simply preparing for and attending monthly Board meetings and should not be underestimated.

2.The Board

Listed below are a number of the key items that have been discussed in the Board room over the last year. While this is by no means all the work undertaken by the Board, it is indicative and provides an insight into the nature of the matters that come before the Board.

Over the last year the Board has reviewed and approved the Society's budgets for the year and its longer term three year plan. It has continued to monitor the financial and non-financial performance of the Society on a regular basis. It has approved a number of key capital projects and a series of distributions to be made to members and other key stakeholders. It has agreed restructuring arrangements in its Food Retail business. It has regularly reviewed the decisions of its Committees. It has approved the Society's annual report and accounts and it has agreed a number of acquisitions and disposals of trading sites.

As noted, this list is not exhaustive, but it does provide an indication of the matters that come before the Board. You will need to be comfortable that you can contribute to these and other similar matters before you put yourself forward to stand for the Board.

3.Practical matters

The items set out below are of a more practical nature, but do need to be taken into consideration.

Who can be a director?

Anyone who has been a member of the Society for at least one year can become a director. However, there are some conditions:

You must:

• Have spent at least £400 during the previous 12 months with any of the Society's various businesses.

You must not:

• Have any material conflicts of interest with the Society (this includes your immediate family).
• Be an undischarged bankrupt.
• Be disqualified to act as a director under the Companies Act.

These conditions are set out more formally in rule 10.10 of the Society Rules.

How do I become a director?

• You will need to be elected by your fellow members.
• We ask for nominations to stand for election during June - August each year. You will see posters displayed in our stores and branches and there will be information on our website.
• You will need to review certain information provided by the Society, attend a candidates’ forum and complete a certification as part of the nomination process.
• You will also need to complete a nomination form.
• You will have to write 250 words about why members should elect you as a director and provide bullet point information on your commitment to co-operation and qualifications for the role. This will be published in a candidates’ address booklet which is circulated to members with their voting papers
• Elections are held in September/October each year when we ask members to vote on those candidates nominated for election.

Meetings

It is important you attend the Society’s Board and members’ meetings. We hold 11 Board meetings each year. Seven are held on a Monday evening from 5.30pm until approximately 9.00pm and four are held on a Saturday usually lasting until late lunchtime, with presentations and discussion sessions on the Friday evening beforehand. The Society’s AGM takes place in May and a series of Half Year meetings are held in October. The Board also has a number of Committees and working groups and it is likely you will participate in at least one of these.

Meeting venues – meetings are normally held at the Society’s Head office in Warwick. Transport and hotel accommodation can be provided if required, and the costs of childcare/elderly care are also reimbursed.

Fees - directors are paid a fee which currently stands at £9,200 per year.

Term of office - the term of office is 3 years.  You will then need to seek re-election.

Time commitment – it is worth reiterating that while the amount of time a director contributes to their duties will vary considerably according to factors such as what committees they serve on and on personal circumstances, in all cases it extends well beyond simply preparing for and attending monthly Board meetings and should not be underestimated.

More information

If you have any queries regarding the above, please contact Edward Parker, Secretary & Head of Governance on 01926 516006 or email edward.parker@midcounties.coop. He will be pleased to help.