Directors usually meet once each month for a formal Board meeting.  Additional meetings are held in a less formal environment for the purposes of reviewing strategy, training, and visiting premises and potential development sites.

Formal meetings take place on Saturdays and are held in Ipswich.  During 2009, the normal place of meetings will be the new Head Office at Wherstead Park.

Meetings usually start at 9.30 am and regularly extend to around 3.00 pm or later.

The business of the meeting is set out on an agenda which is circulated during the week preceding the meeting.  Most items are supported by written reports from the Officers and these are circulated as soon as they are available, which is rarely less than one week before the meeting.

Reserved Matters

Whilst the day-to-day running of the Society is delegated to the Officers, all matters of policy are reserved to the Board.  In practice, the Board determines all material investment decisions including acquisitions and disposals of business units or properties.

For a full list of reserved matters, click here.

Responsibilities of a Director

Collectively, the Board is ultimately responsible for the actions of the Society.  Directors must ensure that the Society is properly managed and complies with all the laws and regulations applicable to a major business and employer.

Whilst the Society has limited liability status, Directors of co-operatives can be held personally liable in certain circumstances for offences that carry substantial fines or even custodial sentences.  However, the Society has maintained high standards of corporate governance and no personal liability has ever been attributed to the Society’s Directors.

Board Committees

Many aspects of the Board’s work are suited to initial consideration by a smaller number of Directors who can make recommendations to the full Board.  Committees have therefore been set up for the following purposes:

Audit Committee:  To oversee the annual audit of the Society and the Society’s systems of internal control.  The Committee works closely with the Society’s Finance Managers as well as the external and internal auditors.

Remuneration Committee: To review Director and Executive remuneration, including operation of the Society’s pension funds.  Recommendations may be made to the Board (for onward recommendation to Members in the case of Directors’ fees).

Search Committee: To oversee succession planning for the Board of Directors and Executive Management and make recommendations to the Board as appropriate.

New Ventures Committee: To consider the potential for new business ventures and associated matters such as development of the Society website.

Membership and Community Committee: Responsible to the Board of Directors for the promotion and encouragement of membership education and member participation in the affairs of the Society in the form of educational, cultural, recreational community and social activities within a defined budget set by the Board of Directors.

Co-operative Party Working Group:  To oversee the Society’s relationship with the Co-operative Party.

Healthcare Review Group: To oversee the implementation of policies relating to profit on the sale of tobacco and tobacco products.

Director Training

In accepting the role, Directors are committing to undertake training that will enable them to fulfil the role competently.  This might involve training on the special nature of co-operatives (values and principles, etc) or on business matters (eg. financial analysis and strategy setting).

A range of formal courses are available to Directors, run by the Co-operative College or other training providers.  In-house training sessions are organised for two or three occasions during the year, with sessions provided by the Society’s contractors (eg the Society Auditors) or departmental managers.

The Search Committee is taking responsibility for ensuring that suitable training is provided and undertaken.  Directors are required to maintain training logs throughout their term of office.  These logs may be inspected by the Search Committee. 

Directors’ Fees

Directors receive a fee for their service on the Board.  The fee is calculated on the basis of a formula agreed by Members in General Meeting.  This formula took a base fee of £6,000 and escalated half according to Society wage inflation and half according to the profit of the Society.

The fee payable for 2009-10 amounts to £6,515.  There is no additional payment made to the President or Vice-President or the chairs of the various Board Committees.  There is no additional delegation fee for attendance at conferences, but all reasonable travel and subsistence may be reclaimed from the Society.