You’d expect some complexity: Co-op unveils board restructure

Co-op interim chief executive Richard Pennycook
Co-op interim chief executive Richard Pennycook
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The Co-op is hoping to put its problems behind it with a radical board restructuring and a move to give members one vote apiece on any significant changes in the future.

The mutual is battling to regain credibility after it announced a massive £2.5bn loss after a series of problems in its banking arm.

The changes follow a review by Lord Myners, who described the group as “massively dysfunctional”.

The new plan involves cutting the number of board members from 18 to 11 and all will have to meet “high standards of competence”.

The​ Co-op​, which received the backing of members to start the changes at a meeting in May, will also establish a 100-member council to act as the guardian of the group’s values and to hold the board to account.

There will also be a “senate”, who will be elected by the council to co-ordinate the council’s activities.

​The reforms will be put to a vote at a special general meeting on August 30.

Interim chief executive Richard Pennycook, the former Morrisons finance director,​ said approval of the governance changes will mark the end of the rescue phase of the group .

​Asked whether ​the introduction of a board, a council and a senate would make the decision making process over-complicated, Mr Pennycook said: “Obviously there is some complexity and forgive us for that. You’d expect some complexity. I believe it will be extremely effective.

“What we will have with the council is a very clear voice from people democratically elected by the membership.”

Asked whether this is a far more complicated structure than a PLC’s, Mr Pennycook said: “Instead of 25 one-to-one meetings with ​institutional investors​, I’ll meet the owners. That sounds highly effective.

“It will be one conversation. I think that will be highly effective once the new structure is in place.”

When asked if he will put himself up for the chief executive’s role, Mr Pennycook, who was chief operating officer before the overhaul, said: “I have a permanent role which is chief operating officer. I stepped up. I’m not going anywhere. I have a permanent job to go back to. I’m very much looking forward to doing my role.”

When pushed as to whether he would take on the bigger role, he declined to be drawn.

“Until we’re through the rescue phase it’s not appropriate for me to say anymore,” he said.

Co-op chair Ursula Lidbetter said: “Everyone knows our governance needs a major overhaul.

“These governance reforms represent the final crucial step in delivering the necessary change to restore the group and return it to health.”

The Co-op hopes to appoint a new board consisting of a chairman and five independent non-executive directors, plus two executive directors, including the chief executive, and three member nominated directors.

The changes are based on the resolution proposed by Lord Myners. The former City minister previously warned that the Co-op, which employs 7,600 people in Yorkshire, faced a bleak future unless it took urgent steps to replace its board structure.

Lord Myners, who has since stepped down from the Co-op board, said it was apparent from the first time he attended a board meeting that not one of its members had the ability to address the complex issues faced by a group with £1.4bn of debt.