This is a short briefing paper setting out the roles and responsibilities for people acting as Community Benefit Society board members. It is based on training from Co-operatives UK and other available sources of good practice.
Training on board member roles can be accessed from Co-operatives UK and more information on co-operative governance can be found in the Simply Governance Manual.
In a Community Benefit Society there are no prescribed names for elements of the governance system. Collective ruling bodies can be known as boards or committees and elected members as Directors or Committee or Board members. For more on this see Section 4.11.2 of the Simply Governance Manual.
The Role of the Committee
The Committee’ role is broadly:
- To set the values, ethics and culture of the organisation
- To set the strategy and direction
- To provide accountable leadership
- To oversee business performance
- To determine and direct the organisation’s risk profile
- To oversee the management team
- To ensure compliance with rules and statutory requirements
- To set policies and procedures and oversee their implementation
- To be accountable to members
- To vet new board members
The Committee is not there to:
- To become involved in day to day management
- To represent other roles ie personal business, job role, interest group etc. People are there to represent interests of the coop alone
The Role of a Committee member
There is no formal job description for a Committee member, but we think it includes:
- Providing your attention and commitment
- Challenging other board members and staff
- Being able to represent the membership – as a whole
- Having a basic standard of financial literacy
- Having good people skills – being part of a team
- Being able to listen, reflect and when required make difficult decisions
- Valuing different types and levels of commitment
- Being honest and open
- Showing accountability and transparency
- Accepting majority board decisions – even when disagree
- Bringing life experience and skills from outside
- Being patient and persistent
The Carbon Co-op Committee welcomes people with all kinds of skills, experiences and backgrounds.
Board member responsibilities
Carbon Coop are committed to providing formal committee member training on members’ legal responsibilities. In short, the legal responsibilities of a society board member are laid down in Society law and are analogous to a Company Director – in fact via Common Law and Case Law, Company Director Law also applies to Committee members.
Society law on directors
- Obey the law
- Duty of good faith – fiduciary duty
- Duty to take care
Companies codified duties – in Company Law
- Duty to act within powers
- To promote the success of company – fiduciary responsibility
- Duty to exercise independent judgment
- Duty to exhibit reasonable skill, care and intelligence
- Duty to avoid conflicts of interest
- Do not accept benefits from third parties
- Duty to declare interest in proposed transactions with company
Additional regulation and legislation
- Insolvency act
- Health & Safety at Work
- Corporate Manslaughter and Homicide
- Employment Law
Carbon Co-op offers new board and existing members formal training to new members on the role and responsibilities of society committee members.