Members of the Co-operative Group voted to approve the amendments to the society’s Rules to allow it to appoint a fourth member nominated director. The changes were adopted at the Group’s annual general meeting in Manchester on 21 May.
The new rules state that the board shall comprise not less than seven directors consisting of independent non-executive directors, up to two executive directors (of whom one will be the chief executive) and up to four member nominated directors.
The motion was carried by 96.48%.
The Group chair will continue to decide the appropriate number of directors in accordance with the Board Composition Charter and taking into account issues such as succession planning or the need for particular skills.
The previous rules states that the board had to have a majority of independent non-executive directors and at least two member nominated directors and one executive director. Under the newly approved rules the board will “always have at least two member nominated directors, one executive director and independent non-executive directors.” The independent non-executive directors shall be equal to or greater in number than the other directors.
Details of the rule amendment can be found here.