a study of hrm policies and practices in co-operative spinning mills with special reference to
International practices in co-operative...
Transcript of International practices in co-operative...
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International practices in co-operative governance
Nicholas Gazzard
President of CHI
Executive Director –
Co-operative Housing
Federation of Canada
Julie LaPalme
Program Director - CHI
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Objectives
• Look at essential, universal elements of strong ethical governance
• Describe different models for co-operative housing governance
• Examine strengths and weaknesses and discuss how these different models contribute to – or detract from – good, efficient co-op governance and ethical best practices
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Universal Duties of Directors
There are two fundamental sets of duties that apply to all corporate directors, regardless of the form of
incorporation (for-profit, non-profit, charity, co-op):
Duty of Care Duty of Loyalty
Fiduciary Duties If they are met this will satisfy “the
Business Judgement Rule”
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Universal Duties of Directors
Duty of care Directors exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
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Universal Duties of Directors
Duty of care 1. Act in good faith 2. Exercise prudence 3. Apply best judgements
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Universal Duties of Directors
Duty of loyalty Directors act honestly and in good faith with a view to the best interests of the corporation in exercising their powers and discharging their duties.
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Universal Duties of Directors
Duty of loyalty 1. Disclose conflicts 2. Don’t compete with the co-operative 3. Don’t breach confidentiality
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Co-operative Identity, Values & Principles
A co-operative is an autonomous association of persons united voluntarily to meet their common economic, social, and cultural needs and aspirations through a jointly-owned and democratically-controlled enterprise.
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Co-operative Identity, Values & Principles
• Self-help • Self-responsibility • Democracy • Equality • Equity • Solidarity
Co-operative members believe in the ethical values of honesty, openness, social responsibility and caring for others.
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Co-operative Identity, Values & Principles
1. Voluntary & Open Membership
2. Democratic Member Control
3. Member Economic Participation
4. Autonomy and Independence
5. Education, Training & Information
6. Co-operation among Co-operatives
7. Concern for Community
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Additional Duties of Care?
Values What is the impact of the co-op statement of identity, values and principles on housing co-op governance? Does this impose an additional burden of duty on the directors of a corporation? Co-operative values are not legal duties but are ethical duties.
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Primary Co-operatives
• Democratic organizations controlled by their members, who actively participate in setting their policies and making decisions.
• Elected representatives are accountable to the membership.
• Members have equal voting rights - one member, one vote.
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Secondary Co-operatives
• When two or more primary co-operatives come together it is because they are involved in similar activities
• Primary co-ops elect delegates to represent them in the secondary co-op.
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Different Governance Models
All directors are resident members • One director, one vote Mixed resident & non-resident directors • Non resident members vote • Non-resident members don’t vote
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Different Governance Models
German Model • Supervisory board
chooses a governance board (not necessarily resident members) for 5 years
• Governance board chooses a management board for 5 years
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Different Governance Models
What are the advantages and disadvantages of each model?
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Community Land Trusts
Values
• Non-profit organization that holds and manages land
for the purpose of community benefits
• Promotes community ownership and democratic control of land
• Keeps homes affordable
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Community Land Trusts
Values
Governed by a board of directors but can take a tripartite governance model to ensure maximum community participation in decision-making.
Through its unique land stewardship model, the CLT promotes community control over how land is used to meet local needs now and in the future.
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Governance: structuring for success
Values
Governance refers to the set of processes, customs, policies and structures that drive the way an organization is directed, administered and controlled.
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Good governance means:
Values
• Planning
o strategic and policy direction to management
• Monitoring o oversight of management processes
• Measuring o management outcomes against planning
• Evaluation o management performance
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“Eyes in, hands out”
Values • Ethical leadership according to co-operative values
• Transparency and accountability to stakeholders
• Effective communication and response to members’
needs
• Engaging members in decisions that direct the policies and governance of the co-operative
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Governance structures that give priority to member needs
Values • Election or nomination committee o succession planning
• Effective reporting channels
o sound member reporting
• Board committees o permits specialization o e.g. audit committee
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Other key factors of success
• Effective change management o driven by internal, external changes
• Board education and training
o good directors are made not born
• Board evaluation o essential to continuous improvement
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Other key factors of success
• Investment in technology
o essential for management and governance excellence
• Breadth of expertise
o range of director competencies
• Diversity o a wide range of perspectives, experience and
leadership
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Conclusion
Leading co-ops promote their unique values and principles and commit to remaining competitive in the marketplace while leveraging the components of governance structure that gives priority to members’ needs.
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Conclusion
Leading co-ops attract the required experts and advice, disclose transparent information and implement the specific tools dedicated to support good governance.
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Thank you!
www.housinginternational.coop
Nicholas Gazzard [email protected] Julie LaPalme [email protected]
If you want to go fast, go alone; If you want to go far, go together.