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Introduction

Each year members of Central England Co-operative have the chance to vote in the Society’s Board Director Election and, just as importantly, stand for election if they wish to.

Central England Co-operative is committed to encouraging the democratic participation of members in the Society’s affairs, both in terms of voting and by standing as candidates in Society elections.

Central England Co-operative is a large and complex business with annual gross sales of over £900 million, employing over 8,700 people across 16 counties.  The Society’s principal business activities are food, petrol filling stations, funeral services and property investment.  In addition, the Society has trading interests in travel shops, coffin manufacture and optical services.  The Society is owned and controlled by its members, a fundamental principle of co-operation, and co-operative values underpin all its activity.

The Society’s Board of Directors consists of 12 Directors (nine Member Directors, three Employee Member Directors) who are elected by the Society’s members.  In addition, the Board may appoint up to two Independent Non-Executive Directors.


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The nature of the role

The Board of Directors is accountable to the Society’s members and is responsible for the long-term success of the business.  The Board is responsible for determining the Society’s strategy, in consultation with the Chief Executive and the Management Executive.  The Board oversees the work of the Chief Executive and the Executive Management team in the day-to-day management of the business. 

The Board is also responsible for ensuring that the Society’s affairs are conducted in an effective assurance framework, in accordance with the Society’s purpose and in line with Co-operative Values and Principles.

Directors have important legal duties, including the duty to act in the best interests of the Society and its members.  Being a director involves serious obligations, including important legal responsibilities, as set out in the Society's Rules, corporate governance best practice and in legislation.

To be an effective member of the Board does not demand formal qualifications or first-hand experience of business management. It does however require a capability to comprehend and decide upon sometimes complicated business and strategic issues.  Directors are expected to acquire a level of understanding sufficient to enable informed judgements about matters which come to the Board, and a willingness to contribute to discussion and debate in the boardroom.

Being a Director also involves a significant time commitment.  This includes preparing for and attending Board and committee meetings, together with strategy, long-term planning and budget review meetings which are held each year.  Directors will also be expected to participate in working groups set up by the Board and Director training sessions.  Directors are required to represent the Society both within and beyond the business at meetings, conferences and events.

Whilst the amount of time a Director contributes to their duties will vary considerably according to factors such as what committees they serve on and other Board roles they may have, in all cases it extends well beyond simply preparing for and attending Board meetings and the commitment involved should not be underestimated. 

Matters considered by the Board

The Board’s annual programme of meetings covers a wide variety of issues, examples of which are outlined below.  Whilst 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 the Board considers.

Over the last year the Board has reviewed and approved the Society’s budgets for the year and its long-term business strategy and five year plan. It has continued to monitor the financial and non-financial performance of the Society and its businesses on a regular basis. It has approved a number of capital investment projects and asset disposals in support of the Society’s growth strategy, and reviewed the performance of previous major capital expenditure proposals.  It has reviewed and recommended to members the Society’s distributions from trading profit to members and other key stakeholders. It has regularly reviewed the decisions of its Committees, approved the Society’s annual report and accounts and considered important governance matters.

This summary is not exhaustive, but it does provide an indication of the matters that come before the Board for consideration and decision.  Individuals need to be comfortable they can contribute to these and matters of a similar nature before putting themselves forward for election. 

Who can be a Director?

Anyone who has been a member of Central England Co-operative for at least two years can become a Director. However, there are some conditions:

You must:

•      have spent at least £500 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 Company Directors Disqualification Act

Examples of a material interest include employment with a direct competitor of the Society or an employee (in a senior capacity) of a major supplier to the Society.  

The full eligibility criteria to be a Director are detailed in the Society’s Rules

Meetings

Directors are expected to attend all meetings of the Board and any relevant Committee to which they have been appointed together with attendance at the Society’s Annual and Interim Members’ meetings, i.e.:

  • Board Meetings – 12 scheduled monthly meetings per annum, held on weekdays with a typical duration of 3½ hours.  Board meetings take place at the Society’s registered office in Lichfield other than those meetings that may take place offsite following the Board’s Strategy, 5 Year Plan and Budget review meetings.
  • Board Strategy, 4 Year Plan and Budget Review Meetings – normally comprising up to two days twice a year for the annual Board Strategy event, 4 Year Plan review and Budget review meetings; typically held off-site with an overnight stay.
  • Annual and Interim Members’ Meetings – evening meetings held in April/May and October each year, chaired by Directors.
  • Representation at co-operative events – for example Co-operative Congress and conferences, which can be on weekdays and at weekends.
  • Board training and development sessions – normally on weekdays.

Fees

Directors are paid a fee which is currently £7,916 per year.  Additional fees are payable for the positions held on Board Committees and for the roles of President and Vice President.

Fees and expenses are paid on a four-weekly basis through the Society’s payroll system and are subject to applicable UK statutory deductions, including deductions from income tax and national insurance.

Term of office

Elected Directors serve for a period of three years (unless otherwise stated), and can stand for re-election at the end of their three year term although Directors cannot serve for more than nine consecutive years.

Equality & Diversity

Central England Co-operative is fully committed to the promotion of equality of opportunity and to sustaining an inclusive culture which is unhampered by artificial barriers.

We seek to create an inclusive working environment that is fair, equitable, and consistent and encourages people to reach their full potential. We want to create and sustain a diverse workforce where every colleague’s contribution counts and is valued.

The attraction of member candidates to stand for election to the Board of Directors fully embraces the Society’s commitment to promoting equality and diversity.

How do you submit a nomination or vote?

You can submit your nominations and vote through our ‘Elections Portal’ by clicking here.

For further information

If you would like further information, particularly in terms of the legal duties, role and person specification for being a Board Director, eligibility criteria to stand for election, our democratic framework and the Rules of the Society, please contact the Society Secretary:

James Watts
Society Secretary
Central England Co-operative Limited
Central House
Hermes Road
Lichfield
Staffordshire
WS13 6RH

Telephone: 01543 414140

Email: secretarial.office@centralengland.com