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Corporate design

The purpose in this draft paper is to seek agreement on some of the key corporate parameters that an organic industry peak body should have.

This paper does not cover all the finer details of the structure of the peak body, but is a general overview for discussion and to make further proposals.

You are encouraged to post comments at the bottom of this page, but you must have a user account to leave comments.

Legal structure

Discussions with corporate lawyer raised the following items to be addressed:

  • Objectives of the organisation
  • Membership criteria—roles and responsibilities
  • Finances
  • Board responsibilities
  • Engagement with broader industry—members/grassroots
  • Constitution
    • not too prescriptive prescribe specifics in Governance charter
    • enables capacity to easily change to be flexible and adapt as needed

Discussion on legal options: Co-operatives vs Incorporation vs Company

Recommendation

Legal framework to be a Company Limited by Guarantee Not for Profit

  • Members to elect the Board
  • Board to establish Advisory Council
  • Member interaction in Strategic Planning and policy setting

Board

7 Directors all elected by members
OR
5 Directors elected by members with 2 Independent directors—enhanced governance (a strategy used by many organisations)

Directors elected by all members—not just those who attend the AGM. This involves electronic postal voting for director elections.

Appointment of a director selection committee

An independent committee to interview Director nominees to make recommendations to the members. The committee to analyse skills and expertise of nominees. Members do not need to follow the recommendations of the Director Selection Committee .

Board competencies

Industry: Experience in and knowledge of the industry in which the organisation operates

Technical: Technical/professional skills and specialist knowledge to assist with ongoing aspects of the board’s role

Governance: The essential governance knowledge and understanding all directors should possess or develop if they are to be effective board members. Includes some specific technical competencies as applied at board level.

Behavioural: The attributes and competencies enabling individual board members to use their knowledge and skills to function well as team members and to interact with key stakeholders

Diversity of membership to reflect the broad diversity of the organic industry

Strategic expertise: the ability to understand and review the strategy

Legal: the board’s responsibility involves overseeing compliance with numerous laws as well as understanding an individual director’s legal duties and responsibilities

Risk management: experience in managing areas of major risk to the organisation

Industry knowledge: experience in similar industries

Director personal qualities

  • Integrity
  • Curiosity and courage
  • Interpersonal skills
  • Instinct
  • Active contributor
  • Time

Board remuneration

Total remuneration package to be approved by members; Board to decide on how it is apportioned.

There were views expressed that there should be no Board remuneration; this will limit the skills that the organisation attracts

Board responsibilities

  • Legal and financial accountability
  • Strategic vision and objectives—policy development
  • Building strong Member engagement and relationships
  • Financial Management
  • Advocacy
  • Collect, analyse and disseminate industry data
  • Market access
  • Self-evaluation
  • Meetings

Membership

  • Voting members
    • certified operators
    • 1 vote per member
  • Associate members
    • industry organisations
    • consultants
    • industry supporters
    • general public

Funding

  • Membership funded peak body
  • Voting Membership fees
    • sliding scale recommended
    • example set out—open for further discussion
      • less than $100k - $195
      • less than $250k - $295
      • less than $500k - $595
      • greater than $500k - $1195
  • Capacity to operate independently of commercial industry forces
  • Organisational growth should depend on proven performance, value and inclusion for stakeholders

Peak body “home”

The “home” of the peak body needs to be independent of any other organic industry organisation

Assessment and agreement of where the peak body is based needs to be decided based on the most functional and practical place to be

Issues to be further discussed and resolved

  • Term of office for directors—2 or 4 years
  • Half Board retiring each year or 2 years depending on length of term of office
  • Election processes
  • Proxy voting
  • Director vacancies
  • Accountability to members