Diapositiva 1

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CORPORATE 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)
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There 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
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CHALLENGES 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.

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PROPOSAL 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.

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What 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

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MAJOR 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.
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Mechanisms 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
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Accountability
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.
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Transparency

• 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.

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Transparency

• 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

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Access 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.
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Conflicts 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).
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Thanks you !
Thanks you !
Thanks you !
Thanks you !
Thanks you !
Manuel Mariño Regional Director International
Co-operative Alliance ACI-Américas
www.aciamericas.coop