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Proposed revision to Co-operative College governance
The Co-operative College (the College) and Co-operatives UK as its Trustee have been working together to review the governance arrangements of the College in the context of the extensive changes in both the co-operative and education sector since the last such review in 1992. This paper provides a background to this review.
We are now inviting comment from those with an interest in the work of the College, including those across the UK co-operative movement.
We want to consult because this is a case of "get it right", rather than "get it quick". The ultimate outcome that we all wish to achieve for the future is to have in place a Co-operative College meeting the demands and aspirations of the Co-operative movement with sound, strong governance by its key stakeholders in line with its charitable objects and co-operative values and principles. It makes sense to build this in an open and consensual way, and consulting helps to achieve this.
This consultation is therefore the first part of a two-stage process. We are now inviting comments on the principle of the College becoming an autonomous body. The Trustee (i.e. Co-operatives UK) and College Board will consider responses, and in light of these determine whether or not to proceed to the second stage, which would be the development of detailed proposals and recommendations on an appropriate structural format.
The final decision on any change rests with the Trustee, and as Co-operative Congress and associated AGM is the key gathering of members of Co-operatives UK, the proposals would come in final form for discussion at Co-operative Congress in 2013.
This paper explains the key issues behind the current discussions, and in particular the proposal to move from Co-operatives UK being the (sole) corporate trustee to the College gaining its own legal identity and operating as an autonomous organisation with its own governing body.
At a time when new co-operatives and mutuals are demonstrating how to give key stakeholders a voice in the delivery of services, we also believe that revised governance arrangements can provide mechanisms for key stakeholders to have a greater voice in the College governance through membership, strengthening accountability. We believe that the College can retain its charitable and education character within a model more akin to a multi-stakeholder co-operative than the current arrangements.
Please fill in the consultation using the online questionnaire.
The closing deadline for responses is noon on 30 June 2012
If you have any queries relating to any aspect of this, or wish to submit your views in a different way, please contact either Helen Barber Helen.Barber@uk.coop (for Co-operatives UK) or Helen Ashley-Taylor – firstname.lastname@example.org (for the College).
The Co-operative College is an educational charity (Charity Registration No: 1060008) which works from its home in Manchester with learners and co-operatives all over the world.
The Co-operative College is dedicated to the promotion of Co-operative values, ideas and principles within co-operatives, communities and society, from managing the Rochdale Pioneers Museum, birthplace of the modern co-operative movement, to pioneering work with schools and young people.
Since it was founded in 1919, the College has developed five key areas of work:
- Developing members and managers.
- Working with co-operatives globally.
- Learning from our heritage.
- Working with schools and young people.
- Research on the co-operative sector.
Today, the College works with all the major co-operative societies in the UK and delivers programmes of training and education around to help individuals and groups achieve the level of skill, knowledge and understanding required to translate ideals into effective practice.
The College has developed a broad range of partnerships with organisations including NGOs, colleges, universities and other training providers to support its work and help build successful co-operative and mutual businesses.
What are the current governance arrangements for the College?
The College is a registered charity administered in accordance with a Charity Commission Trust Scheme. Its charitable object is: to promote the education of the public, in particular, but not exclusively, by the provision and conduct of the College for the education of people in a manner consistent with the values and principles of the co-operative movement.
All charities are regulated by the Charity Commission and governed by their trustees, who are there to ensure that the charity operates in line with its objectives and charity law. Most charity trustees are individuals, but some are organisations.
When the College was registered as a charity in 1945, the Co-operative Union Ltd (now Co-operatives UK) was named as the sole corporate trustee. A corporate trustee is an organisation that is able to act as the trustee for the charity. Co- operatives UK"s role as such is to oversee the work of the College and, since 1994, this has been in conjunction with the College Board of Governors. The College Board of Governors has an independent chair but does not operate with the formal responsibilities of charity trustees.
The College is also a "designated institution" under the Further and Higher Education Act 1992 and as such its Instrument and Articles of Government - which set out the legal responsibilities of the Corporate Trustee (Co-operatives UK) and the College Board of Governors - are based on those used for the FE sector.
Why to the need to consider change?
There are a number of factors that make it timely to review the governance arrangements for the College, including:
- Being an unincorporated body in its current form means that risks to the College are transferred in full to Co-operatives UK as the sole corporate trustee.
- In line with the changing nature of the co-operative sector, the College now has a leadership and partnership role across a wide range of areas such as co-operative schools, international development and co-operative heritage in addition to its well-established provision of accredited learning programmes, and needs strong and appropriate governance to support that.
- Changes in regulation and in standards of governance in the charitable sector prompt the question as to whether the current arrangements are fit for purpose. For example the strict guidelines on Trustees not benefitting from that role make joint working and partnerships between the College and Co-operatives UK extremely difficult.
- a periodic review of governance arrangements provides the opportunity to ensure that the governance structure can evolve over time in line the charitable objectives as set out in the trust deed.
What has been agreed so far?
Co-operatives UK, as the sole corporate trustee, decided in December 2011 to consult with its members on a change to the governance of the College based on the proposal that it would no longer be the sole corporate trustee. This could lead to the "incorporation" of the College.
What would incorporation mean?
Incorporation would mean that the College gains a legal identity of its own and therefore operates as an entirely autonomous body with a governing body. The governing body, while it is likely to be representative of key constituencies, is made up of individuals who are the charity trustees, with the benefit of limited liability - in other words, alongside the commitment to accountability, a more usual approach for the trusteeship of a charity.
How do these changes impact on the funding of the College?
These changes do not alter the funding of the College – only its governance.
The College has assets in trust for charitable use, including the proceeds of the sale of its former premises, Stanford Hall, and it has been adept at raising new sources of finance for new and traditional areas of work. However, whatever the governance arrangements, the College is likely to continue to need grant funding to make the most of what it can contribute for the movement. Some such funding is channelled through Co-operatives UK on behalf of its members, albeit substantially reduced from the levels of a decade ago. As a charity, it is likely that the College will want to develop its funding base through direct contact with co-operatives in this country and overseas.
What happens with the proceeds from the sale of Stanford Hall?
When Stanford Hall was purchased, the Trust Deed for the charity set down that if it were sold, the clear proceeds of any such sale would have to be invested in trust for the Charity or otherwise applied for the furtherance of the charitable objects. At the point of sale, solicitors and auditors prepared a statement on the clear proceeds of sale. This amount is reported as a restricted fund within the charity accounts. Under charity law such funds are protected and any change in trusteeship could not alter the restrictions in place.
How will the Co-operative Heritage Trust be affected?
The Co-operative Heritage Turst is a separate charity and will not be affected.
It was established in 2006 by the Co-operative Group, Co-operatives UK and the College to safeguard heritage assets and raise funds for their future. The collections are now owned by the Co-operative Heritage Trust and managed by the College. The three founders appoint its trustees. Changes to the governance of the College would not alter these arrangements.
A comprehensive set of background documentation is available at www.co-op.ac.uk/governancereview.