Members’ Meeting proposals document
Online Members’ Meetings 17 June 2020
PROPOSALS SUBMITTED TO MEMBERS FOR APPROVAL
The following Proposals are submitted on behalf of the Board for approval by members. There will be an opportunity for members to discuss and ask questions on each Proposal. Voting will be conducted online during the meeting and eligible members will be asked by the Chair to vote at the appropriate time. The Board is recommending members approve all the Proposals.
Further information on each of the Proposals is outlined below:
- Ratification of Independent Non-Executive Director Appointment
Ratify the co-option of Marc Bicknell as an Independent Non-Executive Director to the Board of Central England Co-operative for a term ending 31 October 2022.
Following a thorough process, the Board was delighted to appoint Marc Bicknell as an Independent Non-Executive Director to succeed Martyn McCarthy in September 2020. Marc is a qualified Chartered Accountant (ACA) and is Chief Executive of the Railway Enginemen’s Assurance Society (a long-established mutual business that provides its members across the UK with savings, investment, life assurance and protection products).
Marc has a strong understanding of the co-operative movement and was previously an elected member of the Co-operative Group from 2005 to 2018. This included service as a Co-op Group Board Director and member of the Group’s Audit Committee. Marc’s career has included experience in internal audit, external audit and senior management roles. Marc is Chair of the Board’s Audit & Risk Committee.
- Annual Report of the Remuneration Committee
Advisory vote to approve the Annual Report of the Remuneration Committee as contained on pages 33 to 44 in the Annual Report & Financial Statements for the period ended 25 January 2020.
The Remuneration Report demonstrates the Society’s commitment to openness and transparency in setting out the pay and remuneration arrangements of our Executive Team and Society Secretary, together with the fees paid to the Directors.
Please note that this is not a vote on the remuneration of the Executive Team or the Directors, but on the Remuneration Report itself.
- Directors’ Annual Report & Financial Statements
Formally receive the Directors’ Annual Report & Financial Statements for the period ended 25 January 2020.
- Appointment of Auditors
Approve the re-appointment of PricewaterhouseCoopers LLP as the Society’s Auditor for the year ending January 2021.
The Society’s Auditor performs an important role on behalf of the members in reviewing the Society’s affairs and forming an independent opinion on the financial statements of the business.
In accordance with the Society’s Rules, it is necessary to ask the Members to formally approve PwC’s re-appointment.
Distributions FROM Trading Surplus
- RATIFICATION OF COLLEAGUE DIVIDEND
Ratify the colleague dividend distribution of £877,000.
The Colleague Dividend continues to be calculated at a rate of 5% of the Society’s annual trading surplus. Due to the significant efforts of colleagues during the Covid-19 pandemic, the Board took the decision in April to implement this reward to colleagues’ ahead of the June Annual Meeting. This step was taken to recognise colleagues in a timely manner during unprecedented circumstances, which colleagues have met with resilience and service well beyond their already high standards. We hope that Members’ will agree that this decision taken by the Board was appropriate. For good order, Members are being asked to formally ratify the colleague dividend distribution.
- MEMBERS’ DIVIDEND
Approve a Members’ Dividend of 1 penny per point (on purchases made between 27 January and 10 August 2019).
In proposing this dividend, the Board fully recognises the importance of rewarding our members for shopping with the Society, in line with our co-operative values and principles. The Board is pleased to recommend for approval a Dividend of 1 penny per point for Members’ purchases between 27 January and 10 August 2019.
- MEMBERSHIP AND COMMUNITY DIVIDEND
This comprises four elements that will be voted for en bloc:
- Community Dividend
Approve a Community Dividend of £175,000
Community Dividend of 1% of trading surplus supports the funding of awards to help local community groups and good causes across the Society’s trading area.
- Membership and Community events
Approve the distribution of £450,000 to fund Membership and Community events and activities in 2020/21.
- Grants to co-operatives and other organisations
Approve the distribution of £72,000 to fund grants to co-operatives and other organisations.
The proposed distribution represents the 2020/21 budget which has been considered by the Board and includes planned payments to the Society’s Retired Employee Associations and funding to support the development of co-operative and social enterprises and co-operative education.
- Other Membership Support
Approve the distribution of £100,000 to fund other Membership Support.
The proposed amount represents the 2020/21 budget to fund other Member benefits, in addition to the dividend, including member communications.