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Motion Results

Below is a list of motions that were voted for at the Annual General Meeting 2015. Click on the motion to read the responses from our Group Board and Members’ Council and whether whether the motion was passed.

  • Motion 1: To receive the Annual Report and Accounts for the year ended 3 January 2015

    Votes For 96.26% / Against 3.74% - Carried

    This motion is to confirm receipt of the Annual Report and Accounts. This is available below to download and will also be available in hard copy at the Annual General Meeting.

    Annual Report and Accounts for the year ended 3 January 2015

    Members’ Council Response

    Given the timing of the Council meetings in conjunction with the release of the Group’s results, as well as the desire to upload comments onto the AGM website at the earliest opportunity, the Council did not on this occasion have time to fully review the 2014 Report & Accounts in order to provide detailed comment. It has, however, had the opportunity to meet with the Group Chief Executive Officer following the publication of the results as part of its “holding to account” role and was pleased to hear about the progress that has been made over the past year. The Council notes that the timetable for producing Annual Reports and releasing the results is extremely tight, though will liaise with the Board to seek to ensure greater input from the Council in future years.

  • Motion 2: To approve the Directors’ Remuneration Report

    Votes For 78.25% / Against 21.75% - Carried

    This motion is for members’ approval. It relates to the Directors’ Remuneration Report for the year ended 3 January 2015. The document is available below to download and will be available at the Annual General Meeting.

    Directors’ Remuneration Report for the year ended 3 January 2015

    Members’ Council Response

    Members are asked to refer to the Council’s response to Motion 1. Further to this, the Council intends to take a particular interest in remuneration issues in future.

  • Motion 3: To approve the fees of Council Members

    Votes For 82.63% / Against 17.37% - Carried

    This motion is to approve fees of Council Members for the period commencing on the conclusion of the 2015 Annual General Meeting to the conclusion of the 2016 Annual General Meeting, and the additional fees of members of the Senate, members of the Non Executive Directors’ Fees Committee, members of the Scrutiny Committee, the President and the Vice Presidents. This document is available below to download and will be available at the Annual General Meeting.

    Members’ Council Fees background document

    Members’ Council Response

    The Council has no comment regarding this motion given that it relates to fees to be paid to Council members.

  • Motions 4, 5 and 6: Existing Directors put forward for election

    Motion 4: Votes For 88.44% / Against 11.56% - Carried
    Motion 5: Votes For 84.01% / Against 15.99% - Carried
    Motion 6: Votes For 82.51% / Against 17.49% - Carried

    These motions relate to the election of Richard Pennycook, Sir Christopher Kelly and Allan Leighton to the Group Board.

    Existing Directors put forward for election

    Members’ Council Response

    The Council recommends supporting these motions.

  • Motion 7: Re-appointment of auditors

    Votes For 87.93% / Against 12.07% - Carried

    To re-appoint KPMG LLP as the Society’s auditors to hold office until the conclusion of the next Annual General Meeting and authorise the Board to fix their remuneration.

    Members’ Council Response

    The Council recommends supporting this motion on this occasion on the basis that it has been advised that a tender process will be undertaken to select the Group’s auditors with effect from the AGM in 2016.

  • Motion 8: To approve the amendments to the Society’s Rules set out in the Appendix to this Notice

    Votes For 91.92% / Against 8.08% - Carried

    Details of the proposed rule amendments can be found by clicking the link below.

    Proposed Society rule amendments

    Members’ Council Response

    These amendments relate to recommendations made by the Council and Group Secretary to the Group Board, following a detailed review of the Rule Book by a Council working group, and the Council recommends support for this motion.

  • Motion 9: To determine the Society’s policy on Political Donations

    Nine (a) Votes For 37.22% / Against 62.78% - Lost
    Nine (b) Votes For 48.32% / Against 51.68% - Lost
    Nine (c) Votes For 24.21% / Against 75.79% - Lost

    This motion contains a series of questions being asked by the Group Board relating to our policy on political donations. An explanatory note from the Group Board can be downloaded by clicking on the link below.

    (a) Should the Society make any donations to political parties?
    (b) Should the Society only make donations to the Co-operative Party?
    (c) Should the Society make donations across a range of political parties?

    Political Donations Board explanatory note

    Members’ Council Response

    The Council recommends that members support Board motions 9a and 9c and oppose motion 9b.

    Further detail regarding the rationale for the Council’s recommendation in the AGM Pack in respect of motion 9 is shown below:

    9a - We believe that co-operative societies should be engaging in how politics is done. Businesses big and small engage and lobby in the political sphere; our difference is that we do so to promote co-operation and to benefit society in an open and accountable way.

    9b - As the Members’ Council of the Co-operative Group we support the whole of the Co-operative Movement, however this motion excludes political parties other than the Co-operative Party, and as such it could prevent the Group from supporting like-minded or sympathetic parties or campaigns, which may be in its best interests. The Council therefore recommends that members oppose motion 9b.

    9c - The Co-operative Group engages with a wide range of parties and political organisations to further the objectives of the Co-operative Movement and the Council believes that the Board and Members’ Council should to continue to engage members in co-operative policies and politics, including the Co-operative Party.

    After fuller consideration, the Council has asked the Group Board to consider withdrawing Motion 9 for the following reasons:

    • concerns that the structure of the motion and its component parts are not provided with adequate background information about the reasons for the current position, and do not offer all the likely options members may wish to choose, including (effectively) the current position where support is mainly given to the Co-operative Party but some other support has been extended. In addition, the motion is misleading in that refers to “donations” whereas the current relationship with the Co-operative Party is one of paying subscriptions, as the Group is a member/owner of the Party.
    • The Council believes that any change of this significance requires full consultation and discussion, drawing on the experience of other exercises where members have made decisions on links with the world of politics, and that this would best be done at a future AGM following such consultation.

    Pending a response from the Board on whether it is prepared to withdraw this motion, the Council’s recommendations are as shown above.

  • Motion 10: Members motion - Political Donations

    Votes For 55.17% / Against 44.83% - Carried

    To approve political expenditures, not to exceed £1 million per annum, that support the objectives of the co-operative movement. As co-operatives we are formed and run by people who work together to meet common economic, social, and cultural needs.

    This expenditure includes the membership subscription to the Co-operative Party which has worked, since it was formed by over 100 co-operatives in 1917, to ensure that co-operators are represented in our democracy at every level, by promoting co-operation in social and political debates as well as in policy and legislation. The Party is funded by its member co-operatives societies including the Co-operative Group, and by people who are Party members.

    Group Board Response
    Members’ Council Response

    Group Board Response

    The Board is neutral on this motion. It is looking to members to determine the Society's policy on political donations.

    Members’ Council Response

    The Council recommends that members support members’ motion 10.

    Further detail regarding the rationale for the Council’s recommendation in the AGM Pack in respect of motion 10 is shown below:

    The Members’ Council recommends support for the Co-operative Party to maintain a relationship set up by the Co-operative Movement in 1917. The relationship has enabled co-operatives to grow – more recently into education, community energy, finance (through credit unions) and sport (through supporters’ trusts). This cannot be achieved without political change. This motion is not about donations but about a subscription to a Party set up almost 100 years ago by the Movement to level the playing field with ‘Big Business’.

  • Motion 11: Members motion - Group Purpose

    Withdrawn

    Since the AGM Pack was distributed to members the Members’ Council has agreed to withdraw this motion and has agreed the following statement:

    Group Board Response
    Members’ Council Response

    Group Board Response

    The Board is recommending that you vote AGAINST this motion.

    The Board wholly supports the principle set out in the Motion and is committed to involving members, primarily via the Council, in any future redefinition of the Purpose. However, the Board does not accept the explanation of the 2014 process or the proposed timetable for review of the Purpose as set out in the Motion.

    The new Purpose of the Society is “Championing a better way of doing business, for you and your communities”. It was announced at the AGM in May 2014, and incorporated in the new Rules of the Society which were overwhelmingly approved by members in August 2014. The Purpose is driving the whole of the Group’s turnaround programme.

    In developing the Purpose in 2014, the Board worked with the structure in place at the time which consisted of democratic representation at Board, Regional and Area Committee level. The process undertaken is explained below.

    There are no plans to review the Group’s new Purpose. It underpins the Group’s Rebuild Programme and any restatement would disrupt and potentially derail our recovery.

    Whilst wholeheartedly supporting the principle of involving members in any future review, the Board cannot support the proposal to commence work on a new Purpose at this critical point in its Rebuild programme.

    The Group Board is therefore unable to support this motion on the grounds that:

    • the Group’s Purpose was re-defined in 2014 in conjunction with the democratically elected representatives of Individual Members and the nominated representatives of Independent Societies;
    • the Group Purpose underpins the Group Strategy and Rebuild programme and has been widely communicated both internally and externally;
    • any restatement of the Purpose would result in disruption to both the development and implementation of the Group Strategy during the critical Rebuild stage resulting in:
      • the erosion of colleague confidence and engagement; and
      • potential external reputational damage.

    The Board asks members to show its support for the Rebuild Programme and the work undertaken to date by voting AGAINST this Motion.

    Background to development of the Group’s Purpose

    In September 2013, the Group Executive and the Group Board commenced a co-creation exercise to redefine the Group Purpose. During this time, the Group Board consisted of the democratically elected representatives of Individual Members and the Chief Executives representatives of five of the largest Independent Societies.

    The Group Board directed the development of the Group Purpose and subsequent strategy during six 1-2 day workshops between September 2013 and March 2014. Additional input was received from over 600 colleague members and 100 elected members through a series of workshops. In April 2014, the amended Group Purpose statement received the unanimous approval of the Group Board.

    The re-defined Group Purpose was announced at the 2014 AGM and subsequently enshrined as the current expression of the Society’s Purpose in Rule 5.2 of the new Rules, which were overwhelmingly approved in August 2014. At the time of the Rules definition, it was intended that it would be many years before the Group Purpose was revisited. Nonetheless, Rule 5.2 states that another expression or expressions of the Purpose can be jointly recommended by the Board and the Council from time to time and approved by Members at a General Meeting. The Council’s motion does not take this prior consultation into account.

    Since its announcement, the key tenets contained within the Group Purpose have received widespread affirmation from colleagues and individual members. The Group’s strategy has been developed with a focus on ensuring Purpose is embedded throughout the organisation. All of the Vital 5 and Winning 10 programmes are aligned to delivery of the Group Purpose. All Business Units are developing key propositional elements which will align with the Group Purpose. The Group’s Rebuild effort would need to go on hold if the Purpose was to be revisited. Additionally, the Group’s re-defined Purpose and the underlying principles contained within this have been shared widely externally as a key stage in bringing the Group out of crisis.

    Members’ Council Response

    The Council is committed to constructive dialogue with the Board and Executive on the renewal of the Society and the role a statement of Purpose plays in expressing its Co-operative difference. Following a positive discussion with representatives of the Board, it has been agreed that in the short term the focus of dialogue with the Board and Executive should be on the translation and articulation of the current expression of the Society’s Purpose.

    In particular, the Council looks forward to working with the Board and Executive to maximise the benefits of our distinct co-operative model to build excellence and give the Co-operative Group a unique advantage in the market place.

    The Council looks forward to reviewing the Group Purpose during 2017 as we prepare to move from our current Rebuild phase into the Renewal phase in 2018. In doing so we look to work with the Board to ensure sufficient time is allowed to consult and plan.

    The Council notes that the Society’s Rules provide the framework for the Council and the Board to be fully engaged in the development of any future expression of the Purpose, and for any future change to be approved by Members by Ordinary Resolution.

    On the basis of the reassurances given by the Board to fully involve the Council in the on-going development of the Purpose and vision and in work to bring the current purpose to life, the Council has agreed to withdraw the motion.

  • Motion 12: Members motion - Brand and Marketing

    Votes For 96.27% / Against 3.73% - Carried

    This Annual General Meeting:

    • recognises the benefits the Co-operative Movement has secured by unifying to create a national Co-operative Brand. The Brand represented an important step forward compared with the much more fragmented identities used by the Movement prior to its introduction
    • acknowledges the substantial investment made by the Group and by independent co-operative societies in the Brand. The Brand has helped our Movement raise our profile, communicate our values and compete more effectively
    • calls on the Board to reaffirm its commitment to the Brand and to working with other co-operative societies to maximise its future success.

    This Meeting also recognises that the Brand has always been and remains a Movement-wide initiative, and that the Group holds the rights to the Brand as its custodian on behalf of the whole Movement. The Board is asked to ensure that any future evolution of the Brand is planned and implemented in partnership with the other co-operative societies which use it, for the benefit of all those societies and the Movement as a whole.

    Group Board Response
    Members’ Council Response

    Group Board Response

    The Board supports this Motion, subject to the following comments:

    The Board recognises the importance of a distinctive brand to support the Group’s businesses and, in particular, the launch of Meaningful Membership and the delivery of Group’s Rebuild programme. The Group will work, within the relevant legal constraints, to revitalise the Brand for that purpose.

    The ownership of all Co-operative brands has now been formalised. The Co-operative Bank, in which the Group now holds a 20% interest, continues to own its registered trade mark “The Co-operative Bank” and certain other related trade marks whilst Co-operative Brands Limited (CBL), a wholly owned subsidiary of the Group, owns most other registered Co-operative trade marks.

    As part of the governance reforms adopted in 2014, the trade mark licensing arrangements between the Group and Independent Co-operative Societies were formalised under a new federal organisation (Federal Retail Trading Services Limited (“FRTSL”)). CBL has granted non-exclusive, non-transferable licences (perpetually and royalty free) over the Co-operative trade marks which it owns (and any updates) to the Group and to those Independent Co-operative Societies which use or wish to use these trade marks, conditional upon meeting the brand standards set by the primary user of the relevant trade mark. The brand committee, a committee of the FRTSL board, is responsible for discussing and consulting the relevant brand standards to be observed by users of the brand.

    Members’ Council Response

    The Council recommends that members support Council motion 12.

  • Motion 13: Members motion - Fairtrade Commitment

    Votes For 96.17% / Against 3.83% - Carried

    This Annual General Meeting calls upon the Group Board to reconfirm its commitment towards leading the way on Fairtrade and the availability of “Fairtrade products” within our stores and to ensure we remain the UK’s leading supermarket supporter of Fairtrade.

    Specifically, this Meeting calls on the Board and Executive:

    • To increase the existing range and availability of Fairtrade products in stores
    • To retain the long term strategic objective that “If a Co-operative product can be Fairtrade, it will be Fairtrade”
    • To have targets for the conversion of own brand products to Fairtrade
    • To ensure that stores carry at least one Fairtrade item within relevant categories once the True North range review has been completed
    • To actively promote Fairtrade and Fairtrade products through advertising and promotion in stores and a programme of membership activity.
    • To ensure that Fairtrade Fortnight is prioritised as part of Co-operative Food’s annual promotional activity
    • To maintain and develop our Beyond Fairtrade initiative which provides a unique point of difference from our competitors through additional investment in fairtrade producers and their communities.

    This motion further asks that the Council specifically and actively monitor the Board and Executive’s performance against these objectives as part of the “holding to account” role.

    Group Board Response
    Members’ Council Response

    Group Board Response

    The Group Board supports the general principles of this Motion in terms of leading the way on Fairtrade. However, it should be recognised that some of the specific points highlighted in the Motion cannot be supported due to the current financial position of the Group, the austere market climate we continue to face and the strategic direction of the business into convenience shops which naturally increases pressure on space and range.

    The specific points raised within the motion will be addressed by the formulation of a new Fairtrade policy which will be shared with the Council.

    In line with True North, the new Fairtrade policy will seek to reframe our long term leadership position to that of being the UK's largest convenience supporter of Fairtrade (measured by market share and range) and whilst maintaining both leadership and ambition, also recognises the ‘rebuild’ phase of Group which itself imposes certain limitations at least in the short to medium term.

    The new Fairtrade policy will look to fundamentally shift Fairtrade from strategic ambition to ‘Business as Usual’ (BAU) policy and responsibility for delivery assumed across all functions including, buying, ranging, marketing and product development.

    The Fairtrade Foundation supports our continued commitment to Fairtrade and how we continue to progress leadership;

    “The Fairtrade Foundation is delighted to acknowledge the ongoing Fairtrade ambitions and leadership of The Co-operative despite the ongoing challenging trading climate and the fact that the business is recovering from an exceptionally difficult period in its history. As one of our longest standing and most valued commercial partners, we thank the Co-operative’s management team for its ongoing commitment to Fairtrade and we also express our gratitude to the active Co-operative members whose tireless campaigning has been instrumental in driving local and regional awareness and fuelling demand for product.

    We look forward to taking the next steps towards supporting Fairtrade communities together, through the principles outlined in The Co-operative’s draft new Fairtrade Policy”

    Euan Venters, Commercial Director, Fairtrade Foundation.

    The Fairtrade policy will specifically address the points raised within the motion as follows:

    1) To increase the existing range and availability of Fairtrade products in stores.

    As we have been striving to get the optimum range in our convenience shops, this has led to a handful of Fairtrade delists by buyers. Going forward we don’t expect to cut any deeper and in some cases, where demand is sufficient, we will look to extend.

    2) To retain the long term strategic objective that “If a Co-operative product can be Fairtrade, it will be Fairtrade”.

    The strategic ambition to deliver this goal was agreed some years ago when the business was in a much stronger financial position and the market more attuned. At that time, the multi million pound annual investment to move products into Fairtrade was realistic and the customer generally less price conscious and open to such ambition. Given the prevailing financial position, the need to remain relevant in a market now experiencing deflation and low levels of customer disposable income, and mindful of our Group rebuild status, plans remain paused and will only be reconsidered as part of the ongoing Fairtrade policy review process in around 18 -24 months.

    3) To have targets for the conversion of own brand products to Fairtrade.

    As a retailer we have converted more categories of products to Fairtrade than any other and having delivered over the long term, remain in a very strong position here in terms of ‘core’ Fairtrade offer. The new Fairtrade policy will recommit us to maintaining a 100% Fairtrade own label offer where already established (bananas, chocolate bars, sugar, roses, hot drinks (tea, coffee and other hot beverages), winter blueberries and cotton wool). For reasons outlined in 2) there are no current plans to convert any further products or categories into Fairtrade.

    4) To ensure that stores carry at least one Fairtrade item within relevant categories once the True North range review has been completed.

    Along with wine, the above mentioned categories in 3) represent some 88% of total Fairtrade turnover and the Fairtrade policy will require that all of these categories have ‘meaningful representation in all stores’. The only exception here is that blueberries are not ranged in all stores, but where they are, they will be Fairtrade sourced when available during winter months.

    5) To actively promote Fairtrade and Fairtrade products through advertising and promotion in stores and a programme of membership activity.

    The new Fairtrade policy thinking recognises the importance of advertising and promotion and collaboration with membership. We will upscale communications to drive awareness of our commitment and there is a need to find appropriate space and presence of our Fairtrade position across all channels. For the past two years, Food has partnered with the Fairtrade Foundation to be ‘priority partners’ in their own autumn campaign activity. This year, we will be going further still with a dedicated campaign which, in further collaboration with membership, is designed to drive Fairtrade through our ‘community’ lens and reflect our own Group Purpose.

    The new Fairtrade policy will continue to support membership, social goals and wider Group activity. The BAU FT policy will create messages of strength, support and commitment to underpin the wider business support and brand position as it always has.

    6) To ensure that Fairtrade Fortnight is prioritised as part of Co-operative Food’s annual promotional activity.

    It is acknowledged that Fairtrade Fortnight 2015 did not achieve the levels of visibility of previous campaigns. We did partner with the Fairtrade Foundation in a successful collaboration, and whilst delivery was stronger online and through social media, and the collaboration between Food and membership to deliver events, resources and new information was also a great success, the all-important in store promotional element was not as strong as previous years. Higher prioritisation of Fairtrade Fortnight within the Food trading plan will be ensured for future years.

    7) To maintain and develop our Beyond Fairtrade initiative which provides a unique point of difference from our competitors through additional investment in Fairtrade producers and their communities.

    Our ‘Beyond Fairtrade’ programme of additional funding to producers through dedicated projects is recognised as a key differentiator and leadership element of our wider Fairtrade work. This has also helped us to build direct relationships. Over the last 5 years we have invested some £2M in such projects. The funding for these projects was largely from members’ retained surpluses and the investment ‘paused’ as the business fell into ‘rescue’. The Executive would very much welcome further availability of funding to allow new project development with our producers, but realistically it is acknowledged that this is unlikely. It is recognised that through suppliers, we need to rebuild and create new more direct relationships and find ways of supporting producers in the absence of centrally available funds.

    This motion further asks that the Council specifically and actively monitor the Board and Executive’s performance against these objectives as part of the “holding to account” role.

    Members’ Council Response

    The Council recommends that members support Council motion 13.