Saturday, 30 August, 2014 will go down in The Co-operative Group’s long history as “a momentous and defining moment” for the society, according to chair Ursula Lidbetter.
That’s because at a special general meeting held at the society’s Manchester HQ, elected members voted 83% in favour of adopting a new rule book for the society and radically reforming its corporate governance.
The exact motion they voted for was: “That the draft rules provided to the meeting and attached as appendix A to the Notice be adopted as the rules of the society in substitution for and to the exclusion of the existing rules.”
This means the society will now create a group board of 11 people made up of an independent non-executive chair, five independent non-executive directors, two executive directors and three member-nominated directors. A 100-strong ‘member council’ will also be formed to hold the group board to account, backed by a ‘senate’ elected by the council.
But these cannot be set up straight away – so what happens next?
According to The Co-op Group, the society’s new rules will now be submitted to the Financial Conduct Authority for registration. Registration is expected in early autumn and then, “transitional arrangements” will come into effect.
As part of these arrangements, an interim ‘transition board’ will be put in place until either the new board is recruited, or the society’s next agm in May 2015, whichever is the earliest.
The transition board will have nine seats and include the five members of the society’s current chairs’ committee, an independent non-executive director from one of its business boards, two members of its current board, plus the group CEO (though it does not have a permanent CEO at the moment). The recruitment of new board members will start immediately.
Anyone from the group board who will not have a seat on the transitional board will move across to a ‘transitional council’. The other members of the transitional council will be made up of members of its current seven regional boards and the chairs of its seven regional values and principles committees.
The society’s regional boards will remain in place until 31 December, and its area committees until its agm next year.
All this sounds confusing, but the new rule book has a necessity of complexity to cover the beast that is The Co-op – not only in terms of its size and the scale of its membership, but also the spectrum of sectors it operates in, from food to funerals.
Naturally, speculation has already started on who will take a seat on the new-look group board. Ben Reid, the CEO of Midcounties Co-operative Society and a former The Co-op Group board member until he stepped down in May, has been linked to the CEO role, while speculation continues that current interim CEO Richard Pennycook could decide to take on the role permanently rather than becoming chief operating officer, as was announced in March.
The make-up of the board will undoubtedly remain a hot topic, but on Thursday all eyes will turn to the financials of the society when it reports its interims.
Its full-year results were disastrous – it revealed a £2.5bn loss – and it will be keen to show this time that though the numbers may still not be pretty, it has moved out of ‘rescue’ phase and into ‘turnaround’ phase. It will also be revealing the details of its new strategy.
Saturday’s vote was momentous, but with The Co-op Group’s financials still under strain, there’s a long way to go before we can truly say whether it turns out to be a defining moment for the society.