Title: Diapositiva 1
1CORPORATE GOVERNANCE AND CO-OPERATIVES
Manuel Mariño Regional Director International
Co-operative Alliance ACI-Américas
direccion_at_aciamericas.coop
London, England February,8th 2007
Global Corporate Governance Forum and Centre for
International Private Enterprise (CIPE)
2There is an enormous ethical deficit in the
global economic system. The globalization of the
economy by capital involves social and
environmental costs of unequalled magnitude and
even results in armed conflict.
The global challenge is a new development model
that is balanced and durable, one that
encompasses economic, social and environmental
ends ensuring better conditions for society in
general.
GLOBAL CHALLENGES
3CHALLENGES IN CO-OPERATIVES
- It is not enough to wonder if a co-operative is
following the principles down to the last detail
what is important is whether it is observing the
spirit of those principles, and whether the
vision each principle provides is rooted,
individually and collectively, in the daily
activities of the cooperative.
- Conflicts between directing the Boards of
Directors and Managers. Clear definition of
roles. - Democratic participation of members
- Guarantee the most important product trust and
credibility - Maintain business ethic.
4PROPOSAL OF ICA-AMERICAS
Develop a model of governance, ethics and
leadership allowing each cooperative
self-appraisal and progress toward cooperative
government. This has three phases induction,
training and dissemination.
Objectives
- Promote differentiation of the cooperative
business and earn social recognition - Improve the platform of competitiveness of the
cooperative sector - Work toward its integration in the rules of the
game practiced in international markets, which,
among other things, generate and open new
business opportunities.
5What is expected?
- Integrate ethical values of governance aimed at
strengthening co-operative leadership - The program is spearheaded at the highest level
of the co-operative the Board of Director and
the Management - Responsibility for the direction and
implementation of the program adopted should be
internalized at the management level, supported
on instruments of project management - Progress monitoring and follow-up is open to
evaluation
6MAJOR ISSUES
Representativeness of the members
It is of vital importance to establish simple and
transparent electoral mechanisms, which should be
stipulated clearly and concisely in bylaws and
regulations.
Guarantee that members have broad access to
elections for cooperative posts and are
encouraged to participate as candidates. Their
participation as candidates should be promoted.
It is of fundamental importance that education
and training enable all members to be aware of
existing regulations and make informed decisions.
7Mechanisms to evaluate the performance of
Directors
Precise demarcation of the functions and
responsibilities of the Board of Directors,
including evaluation mechanisms ensuring due
compliance. Establishment, in particular, that
members can assess or evaluate whether the action
of the Directors is in keeping with existing
regulations
8Accountability
The cooperative will have clear mechanisms
ensuring the accountability of those who hold
directing or managing positions so there are no
questions as to whether actions carried out are
to the co-operatives benefit.
Prior to the date scheduled for the Assembly, the
documents, financial statements and reports in
general that will be presented at the Assembly
will be available to members or delegates in the
cooperative offices.
9Transparency
- Success in fulfilling the commitments of good
government will depend in great measure on
information and the way it is transmitted. It is
vital to establish concrete guidelines aimed at
strengthening transparency in the cooperative. - Prevent such dysfunctionalities as corruption,
centralization of power, insufficient
accountability, limitations on access to
information and lack of transparency in decision
making. - The Board of Directors and Management will ensure
precise, clear and timely dissemination of all
matters of importance related to the cooperative.
10Transparency
- Consider that the dissemination of information
should be symmetrical in other words bearing in
mind equal access to information for all members. - Assurance that the information disclosed is
communicated to all members and stakeholders - Assurance that any concern or request for
information by members will receive a response - Criteria regarding the confidentiality of
information should be adopted by the Board of
Directors and ratified by the General Assembly
11Access to information
The cooperative will ensure members access to
information, especially prior to holding
assemblies so that assembly decisions are made on
the basis of reliable information.
The cooperative will ensure, through duly
established and functioning mechanisms, that
members have free access to the information
necessary for them to make decisions about the
activities carried out by the cooperative.
The Directors and Management will present
detailed reports on the form and degree of
compliance with their commitments, and strive for
reporting on their actions in keeping with
co-operative principles and values and ensuring
due access to information.
12Conflicts of interest
The cooperative will have regulations aimed at
preventing and eliminating conflict of interest.
In this sense, the members of directing and
supervisory bodies will at all times be a model
of transparency and integrity and should so
inform when they have some interest in matters to
be adopted, and either abstain from voting on
those matters or establish objective procedures
of decision making.
Conflict of interest is understood as a situation
in which a natural or juridical person is faced
by different alternatives of conduct due to
private interest that may prevail over legal or
contractual obligations (labor or economic
activity).
13Thanks you !
Thanks you !
Thanks you !
Thanks you !
Thanks you !
Manuel Mariño Regional Director International
Co-operative Alliance ACI-Américas
www.aciamericas.coop