Code of Governance

Main Principle

The Governing Bodies must be effective in leading and controlling the co-operative and acting wholly in its best interest. Governing Bodies’ members must ensure that the interests of the cooperative are placed before any personal interests.

Provisions

A1 The primary purpose of the Governing Bodies is to determine strategy, direct, control, scrutinise and evaluate a co-operative’s affairs. Operational management of the cooperative can be delegated to officers, sub-groups, sub-committees staff members or Service Agencies as appropriate.

A2 All members of each of the Governing Bodies share the same legal status within that body, and have equal responsibility for decisions taken that affect the success of the co-operative. Each must act only in the interests of the co-operative and not on behalf of any constituency or interest group.

A3 Vine Housing Co-operative has decided that the best governing body composition is a multi-layered one, as outlined in the Co-operatives Rules and standing orders. One of these bodies is a Management Committee, which has at least five members and no more than fifteen, including co-optees.

A4 The roles of Chair, Deputy Chair and Convenor of the Governing Bodies and Sub Committees must be held by a member. Other officers of the Co-op must also be members.[Statement of compliance note 3]

A5 Governing Bodies must consider any potential conflicts of interest and adopt appropriate policies.

A6 Where conflicts of interest arise, these must either reflect provisions made by relevant legislation or they must be recorded and the individual concerned excluded from the discussion or decision.

Main Principle

Each Governing Body must be clear about its duties and responsibilities and those of its Chair or Convenor, Secretary and Treasurer. These are set out and made available to all existing and potential Governing Body members.

Provisions

B1 The essential functions of the Governing Bodies must be formally recorded in the cooperative’s constitutional documents, terms of reference, standing orders or financial regulations.

B2 All Governing Bodies have a set of core responsibilities. These include as a minimum (depending on the level of the body):

• Ensuring compliance with the values, vision, mission and strategic objectives of the co-operative as directed by the general membership. This applies to all three levels of governance in Vine HC.
• The appointment and if necessary the dismissal of the Senior Staff Member and the approval of their salaries and terms of employment or in the case of a Service Agency the approval of their fees and management agreement.[Statement of Compliance note 4]
• Satisfying itself as to the integrity of financial information, approving each year’s budget and business plan and annual accounts prior to publication. In Vine HC, the Management Committee and General Meeting are responsible for this.
• Establishing, overseeing and reviewing annually a framework of delegation and systems of internal control. This is the responsibility of the General Meeting in Vine HC.
• Establishing and overseeing a risk management framework in order to safeguard the assets of the co-operative In Vine HC, this is the responsibility of the Finance Subgroup and the Management Committee.

B3 The Governing Bodies, through their terms of reference, must draw up a schedule of significant matters specifically reserved for the Governing Body’s decision, which cannot be delegated to individual members, staff, Service Agencies or Sub Committees.

Main Principle

All Governing Body members should receive appropriate induction on joining and should regularly refresh and update skills. The Governing Body must be supplied in a timely manner with information in a form and quality appropriate to enable it to discharge its duties.

Provisions

C1 All Governing Body members should participate in training programmes that enable them to be effective in their roles.

C2 Governing Bodies must receive up-to-date, clearly presented and accurate information to enable them to make decisions.

Main Principle

Recruitment to Governing Body vacancies must be open and transparent. The Governing Bodies must undertake an annual appraisal of their members and of the Governing Body as a whole.

Provisions

D1 While the contribution of experienced Governing Body members is important, Governing Bodies also need to involve newer members who can provide a fresh challenge to long-standing practices and thinking and should have a policy for involving such members. The co-op has established a succession plan for Governing Body involvement and link this to training programmes for members. Maximum terms of office should be considered, where appropriate and in the best interests of the co-operative.[Statement of Compliance note 5]

D2 The Governing Bodies must carry out an annual appraisal of their own performance and of its individual members including the Chair or convenor.

D3 If the co-operative is paying Governing Body members, it must ensure that it has a mechanism for establishing payment levels that are independent of the Governing Body, possibly through a Remuneration Committee, an independent advisor or by using published guidance and industry norms. Payments must be disclosed to all members and be proportionate to the co-operative’s size, complexity and resources and be linked to the carrying out of specified duties against which performance will be reviewed. [Statement of Compliance note 6]

Main Principle

The Governing Bodies must appoint a member to act as Chair or Convenor who is aware of his or her duties and the clear division of responsibilities between members and officers, staff and Service Agents.

Provisions

E1 The Chairs and Convenors have particular duties and responsibilities. These must be formally agreed and recorded.

Main Principle

The Governing Bodies must act effectively, making clear decisions based on timely and accurate information.

Provisions

F1 The Governing Bodies and any sub committees have clear terms of reference in order that their conduct is transparent, effective and in the interests of the cooperative.

F2 Governing Body decisions should be, wherever possible, based on full agendas and documents circulated to members sufficiently in advance of meetings. Decisions and agreed actions should be recorded in the minutes.
F3 Urgent decisions between Governing Body meetings must be taken in accordance with predetermined arrangements as set out in the co-operative’s constitution, standing orders, financial regulations or delegated authority.

This section has been deleted.[Statement of Compliance note 7]

Main Principle

Sub Committees may be established where the Governing Bodies determines that they will provide expertise, enable them to scrutinise and deliver effective corporate governance and manage risk or for operational purposes.

Provisions

H1 Each Sub Committee must have clear terms of reference approved and reviewed by the Governing Body on a regular basis.

H2 Paid employees or Service Agents must not chair Sub Committees or form the majority of the membership of these committees.
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Main Principle

The Governing Bodies must operate in an open and transparent manner, having satisfactory dialogue with members and must demonstrate democratic accountability to members and other key stakeholders.

Provisions

I1 The Governing Bodies must publish an annual report of the cooperative’s activities and performance.

I2 The co-operative must have in place a strategy for ensuring the democratic operations of the co-operative and for communicating information about its work to its members.

I3 The co-operative should review its policies for admission to shareholding membership on a regular basis.

Main Principle

The Governing Bodies must demonstrate commitment to equality, diversity and inclusion as outlined in the Equality Act 2010 across all its activities.

Provisions

J1 The Governing Bodies must comply with current legislation and keep its policies under review.

J2 The Governing Bodies must provide clear strategies on how the cooperative will meet the needs of diverse communities and the steps it will take, including through lawful positive action, to ensure in so far as it is able that it can reflect these communities in its governance structures.

J3 The Governing Bodies must ensure that the co-operative demonstrates, throughout all its functions, its commitment to the characteristics protected by the equalities legislation, and develop action plans to implement this commitment.

Main Principle

The Governing Bodies must establish a formal and transparent arrangement for considering how the co-operative ensures financial viability, maintains a sound system of internal controls, manages risk and maintains an appropriate relationship with external auditors.

Provisions

K1 Vine HC co-operative has effective internal controls.

K2 The co-operative’s external auditors are independent and effective.

K3 The co-operative has in place appropriate arrangements for discharging the internal and external audit functions and for enabling members to scrutinise performance in an independent manner.

Main Principle

Co-operatives must maintain the highest standards of probity and conduct.

Provisions

L1 Governing Body membership entails a particular responsibility to avoid any suggestion of impropriety. Matters such as conflict of interest, or acceptance of gifts or hospitality, are particularly sensitive. The required standards can be found in the Co-op’s Code of Conduct.

L2 Governing Body members will from time to time become aware of personal data or information that should not be inappropriately disclosed. The co-operative has a Confidentiality Policy that outlines how it will handle such information and comply with relevant legislation.

Vine Housing Co-op complies with the provisions of the CCH Model Code of Governance with the following exceptions:

1. The principles of good governance
In Vine Housing Co-operative, governance is multi-layered, with a Management Committee, a General Meeting, and a number of subgroups (the number is determined by the General Meeting), all of which have governance responsibilities. Therefore the Code refers to Governing Bodies in the plural throughout.

2. Accountability & Democracy
Difference from CCH Code: Residents have not been included as having democratic involvement because Vine is a fully mutual housing co-op. However, residents who are not members are recognised as stakeholders.

3. A4 All officers and roles in Vine Housing Co-op must be held by members, and an additional point has been added to clarify this.

4. B2: Bullet point 2: This does not currently apply to Vine HC.

5. D.1 Maximum terms of office have been considered, and are not currently seen as appropriate or in the best interests of the co-operative. This decision is regularly reviewed.

6. D3 The co-operative policies do not allow for the payment of Governing Body members. Therefore it has not developed a mechanism for establishing payment levels that are independent of the Governing Body.

7. G. The Senior Staff Member or Service Agency
This section does not apply to Vine HC which does not employ a Director or other senior staff member, or make use of a Service Agency. Due to its limited size and long experience of managing itself, it is unlikely to do so for the foreseeable future.