Members of the Co-op Group have been given a series of motions to vote on at this year’s AGM, including issues surrounding executive pay, recycling targets, the effect of Brexit on Fairtrade producers and the funding of the Co-operative Party.
They can vote on the motions beforehand or in person at the AGM, held on Saturday 20 May 2017 at Manchester Central.
Advance voting can be done on Group’s dedicated voting site, developed by Electoral Reform Services, or by returning voting forms sent out by post.
The first set of ordinary motions only need a simple majority, and are recommended by the Group’s board and council. They are advisory.
Motions 1 and 2
To receive the Annual Report and Accounts for the year ended 31 December 2016; and the Directors’ Remuneration Report for the year ended 31 December 2016.
Authorising the remuneration committee to review arrangements for executive pay – without changing the final sum. The Group wants to simplify this by adjusting the balance and design of the annual and long-term incentives – provided the total that can be received does not exceed the current amount.
The Group says: “We are asking you to agree that the committee may simplify the annual and long term incentives which apply, provided that the overall maximum which can be paid remains at current levels.”
The committee aims to have the final plan ready for the Group’s AGM in 2018 AGM and included in the 2019 vote on remuneration.
“If the outcome of the review results in a recommendation that annual and long term incentives could be more than those which apply now, then we will come back to the 2018 AGM,” it adds.
The second set of ordinary resolutions, needing only a simple majority, are recommended by the board and council. They are binding.
To elect Steve Murrells as an executive director.
Mr Murrells, who was appointed chief executive of the Group in March, joined as chief executive of Co-op Food in 2012.
He said: “It’s an enormous privilege for me to take on the leadership of our amazing business as chief executive and I’m grateful for the wonderful opportunity I’ve been given. As we transition from Rebuild to Renew, our Co-op has a vision to be as radical as it was in 1844 and I want us to make the most of that opportunity.”
To re-elect Allan Leighton as an independent non-executive director.
Mr Leighton, who has chaired the Group since February 2015, said: “In the last two years we have put our Co-op back at the heart of communities and our ambition to build on that is firmly at the heart of the plans we are developing as we head in to Renew. Our Co-op has always been special to me since the days my father ran our local Co-op store and it is an honour for me to chair this amazing business.
“Inspiring young people to make the most of their lives is something that means a lot to me and I will again donate my fee as a director and chair to the Co-op Foundation which does some fantastic work helping the young make a positive contribution to our communities.”
To re-elect Chris Kelly as an independent non-executive director.
Sir Christopher, who led the review into the crisis at the Group and Bank, was appointed in November 2014.
He said: “Our Co-op has rebuilt itself in the last two years. Our strength comes from the belief of our members in the good that an organisation like ours can do when it is well governed and well led.
“I’ve been privileged to have played my part in our Co-op’s rebuilding. It would be a great honour to continue serving on our Board and make a contribution to our future success as we move into the next, exciting phase.”
Motion 7: To re-appoint Ernst & Young LLP as the auditors and authorise the Risk and Audit Committee to fix their remuneration.
The final set of ordinary resolutions need only need a simple majority to go through. The board and council recommending them all, and they are advisory.
This seeks approval for continued donations to the Co-operative Party, and also to other sympathetic organisations, with a total sum not exceeding £750,000 in total for the year commencing 1 January 2018.
The Group’s support for the Party has been hotly debated in the past and prompted the launch of the Keep it Co-op campaign in 2015, urging members to vote to maintain the link. Last year, members agreed to £625,000 funding for the Party for 2016 and 2017.
The Group says: “We are a founding member and funder of the Co-operative Party, and have member representation on the Party’s National Executive Committee.
“The Party was created in 1917 to defend and further the cause of co-operation in the UK, ensuring that co-operators are elected and the co-operative movement’s voice is heard in Parliament and at all levels of government.
“If this motion is not passed, we will give notice to the Party that we will withdraw as a subscribing member; however, we will honour our existing commitment to give the Party 12 months’ notice to terminate our membership and will provide funding until the end of 2018 to allow the Party time to think about its future.
“If this motion is accepted, we will continue to be a subscribing member, but will be able to make additional small donations to other political parties, campaigns and organisations which support Co-operative Values and Principles.”
This proposes a review of pay ratios at the Group, setting a strategy to “narrow the differential to an appropriate level as reflects our co-operative principles and ethical approach to business”.
The Group says it is already committed to a fair and transparent pay strategy strategy, and at last year’s AGM members set it the goal of becoming a Living Wage employer.
“This is a considerable challenge,” says the Group, “as small increases in pay can make a big difference in overall costs. But we are committed to working towards it and will continue to report on progress in our annual report,” but adds that it now has a “much lower overall pay package” for the CEO and other executives.
It adds: “We do, however, need to ensure we have the right team in place so our Co-op can thrive and deliver value to our members and this means we pay competitively with others outside our Co-op. We also need to reward our colleagues for a job well done. Your Remuneration Committee believes we should be clear with you on the gap between the highest and lowest paid.”
If passed, the board will be asked to report on progress to the AGM in 2018.
This urges the Group to remain committed to Fairtrade and to “provide an assurance of stability to its Fairtrade suppliers and to explore additional ways of supporting them”.
The motion comes in light of the UK’s decision to leave the EU, which leaves farmers in developing countries facing “new uncertainties around future tariffs and their access to the UK market”.
The AGM has a fringe event to explore this motion further.
This motion supports an extension of the Group’s campaign to tackle modern slavery and help those who have survived it.
It says: “This AGM is saddened and horrified that more than 10,000 people are victims of modern slavery in the UK”, and supports extending the partnership with organisations such as Bright Future to help victims, work to raise awareness, and encourages the Co-op to campaign for more help for victims from local and central government, and from “other co-operatives and businesses who can provide opportunities for victims to return to paid work”.
The AGM has a fringe event to explore this motion further.
A motion supporting the Group’s recycling policy and encouraging to work with the industry to improve practice – noting two thirds of packaging in the UK on consumer goods goes unrecycled.
The motion supports the Group’s target of making all its packaging easy to recycle, with an interim target of 80% by 2020.
It also “encourages our Co-op to work with people across the industry to seek better ways to package food and maximise the amount of packaging handled by recycling facilities in the UK, agrees our Co-op should inform and guide shoppers about the positives and challenges behind recycling”.
The AGM includes a fringe event to explore this motion further.
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