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. Specific initiatives related to enhancing Peninsula Co-op’s governance practices are summarized below:
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 is reviewed and updated each fall. New policies are established, and reviewed by the Board as required. The Board uses a secure, password-protected online portal to share meeting materials and to archive board files.
An updated Code of Conduct and Ethics has been developed. Each Director will be required to sign the Code annually in June at the beginning of the new board year.
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 is reviewed by the Governance Committee and 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. Each Committee’s performance against annual workplans will be monitored by the Board.
4. Director Election Process
The Governance Committee annually reviews Peninsula Co-op’s 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, completed a detailed review of Peninsula Co-op’s Director compensation philosophy and practices in 2015. As recommended by the volunteer “Member Advisory Committee”, subsequent reviews will be carried out every three years.
6. Board and Committee Meetings
In line with one of the recommendations of the 2015 Member Advisory Committee on Director compensation, the Governance Committee recommended, and the Board approved, a revised annual schedule of Board and committee meetings. The number of meetings was reduced and their focus shifted; we now 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
Board performance evaluations are conducted annually (June) using an online survey developed by Federated Cooperatives Limited to collect anonymous and confidential feedback from Directors at the end of each board year on the Board’s performance over the previous year. Results are analyzed by the Governance Committee at its meeting in September and are shared, along with recommendations to address any areas of potential improvement, with the Board at its November meeting each year.
As always, the Governance Committee is happy to hear from Peninsula Co-op’s member-owners. We welcome your input, feedback and thoughts.