Co-operative Group members cast historic vote at 2015 AGM following governance reforms

16 May 2015

The historic AGM was the first to be held under the Society’s new governance rules, introduced following a unanimous vote in favour of reform at the Society’s Special General Meeting (SGM) in August 2014.

Following the introduction of One Member One Vote, which gives Co-operative Group members a direct say in the future of the Group for the first time, more than 90,000 members voted on motions put forward for today’s AGM. Of those more than 500 voted in person at the AGM.

Key highlights from the meeting were:

  • Election of Directors - It was announced that Hazel Blears, Paul Chandler and Ruth Spellman were elected by members to represent their interests on the Group Board. In addition, on 15 May 2015, the Board appointed Simon Burke as an Independent Non Executive Director with effect from the end of the AGM on 16 May 2015 (see notes). Richard Pennycook, Sir Christopher Kelly and Allan Leighton were formally elected by members to the Group Board with immediate effect.
  • Political donations - On motion 9a members voted against the Group making political donations. However, they also voted in favour of motion 10 which provides for political expenditure of up to £1 million, including the membership subscription to the Co-operative party. The Board needs to take all of the voting into account and think carefully about how to respond. In doing that we will consult with the Council, the Independent Societies and the Co-op party
  • Rule Changes - These reflect amendments to clarify and further improve the Rules which were put in place following the Governance Reforms in 2014.  The amendments will only come into effect once they have been registered by the Financial Conduct Authority (FCA).

    Allan Leighton, Chairman of The Co-operative Group, said:

    “Today marks an historic moment for The Co-operative Group. For the first time in our history, ordinary Co-operative members have had a direct say on a range of motions, including who represents their interests in the Boardroom.  We are re-connecting with the people that matter most, and we are determined to take this further by strengthening our links with all our members, as we revitalise this iconic business.

    “We are at the start of a three-year rebuild programme.  We have put in place a turnaround strategy that will fix the basics and implement compelling commercial strategies in all of our businesses, to ensure we are in great shape for the long-term and that the mistakes of the recent past can never be repeated. At the heart of our rebuild will be our determination to make Co-operative membership more meaningful again and today marks the start of that exciting journey“     

    The full results of the AGM voting is as follows


    1 To receive the Annual Report and Accounts for the year ended 3 January 2015


    For – 97,940 (96.26%)      
    Against – 3,804 (3.74%)
    Withheld – 13,958

    2 To approve the Directors’ Remuneration Report for the year ended 3 January 2015


    For – 73,768. (78.25%)     
    Against – 20,502. (21.75%)
    Withheld – 19,416.

    3 To approve fees of Council Members


    For – 75,762. (82.63%)     
    Against – 15,924. (17.37%)
    Withheld – 20,766                  

    4 To elect Richard Pennycook as an Executive Director


    For – 86,347. (88.44%)     
    Against – 11,287. (11.56%)
    Withheld – 16,799.             

    5 To elect Sir Christopher Kelly as an Independent Non-Executive Director


    For – 81,968 (84.01%)      
    Against – 15,604 (15.99%)
    Withheld – 16,854

    6 To elect Allan Leighton as an Independent Non-Executive Director


    For – 81,100 (82.51%)      
    Against – 17,186 (17.49%)
    Withheld – 16,277                  

    7 To re-appoint KPMG LLP as the Society’s auditors


    For – 88,253 (87.93%)      
    Against – 12,110 (12.07%)
    Withheld – 15,018                  

    8 To approve amendments to the Society’s Rules


    For – 86,276 (91.92%)      
    Against – 7,585. (8.08%)
    Withheld – 19,999              


    Political Donations:


    1. Should the Society make any donations to political parties?


    For – 38,540 (37.22%)      
    Against – 65,002. (62.78%)
    Withheld – 12,490.

    1. Should the Society only make donations to the Co-operative Party?


    For – 44,914 (48.32%)      
    Against – 48,033 (51.68%)
    Withheld – 16,811

    1. Should the Society make donations across a range of political parties?


    For – 23,711 (24.21%)      
    Against – 74,244. (75.79%)
    Withheld – 14,840

    10 Members’ motion  -To approve the motion regarding Political Donations

    For – 48,579 (55.17%)      
    Against – 39,479. (44.83%)
    Withheld – 22,760.             

    11 Withdrawn N/A
    12 Members’ motion – To approve the motion regarding Brand and Marketing

    For – 93,874 (96.27%)      
    Against – 3,639 (3.73%)
    Withheld – 17,246              

    13 Members’ motion – To approve the motion regarding Fairtrade Commitment For – 96,161 (96.17%)      
    Against – 3,834 (3.83%)
    Withheld – 13,174.             


    Votes have been verified by Independent Scrutineers, Electoral Reform Services

    Motions 1 to 7 (inclusive) and 9 to 13 (inclusive) are Ordinary Resolutions and require a simple majority of votes cast in order to be passed.

    Motion 8 requires at least a two thirds majority of votes cast in order to be passed.
    Motions 1 to 3 (inclusive) and 9 to 13 (inclusive) are advisory motions.  Motions 4 to 8 (inclusive) are binding motions.

    The results of Motion 9b will only be considered if the results of voting for Motion 9a is that members are in favour of the Society making donations to political parties.  Consideration of the results of Motion 9c is dependent on the results of Motion 9b.

    Results for the election of Member Nominated Directors *

    Candidate Result
    Hazel Blears


    • For 64.57%
    • Against 35.43%
    Paul Chandler


    • For 87.01%
    • Against 12.99%
    Ruth Spellman


    • For 85.04%
    • Against 14.96%

    * The successful candidates will take up office immediately after the AGM.


    The Co-operative Group

    • Jon Church - Tel: 07545 210812
    • Russ Brady - Tel: 07880 784442

    Tulchan Communications

    • Susanna Voyle - Tel: 07980 894557
    • Jonathan Sibun - Tel: 07779 999683

    Notes to Editors:

    The Co-operative Group is the UK’s largest mutual business, owned by more than eight million members. It is the UK’s fifth biggest food retailer operating across the country with almost 2,800 local, convenience and medium-sized stores.

    Amongst its other wholly-owned businesses are the UK’s number one funeral services provider, a major general insurer and a developing legal services business.

    The Group also has a minority shareholding in The Co-operative Bank and a joint-venture travel business with Thomas Cook.

    As well as having clear financial and operational objectives, the Group, which operates 3,500 outlets and employs approaching 70,000 people, is a recognised leader for its social goals and community-led programmes.
    For the Group’s 2015 Annual General Meeting, 2.9 million members were eligible to vote having met the minimum level of qualifying purchases with Group businesses during the Group’s 2014 financial year. For further information see the Group’s Rules and Purchases Regulations.

    Newly Appointed Directors’ Biographies

    Hazel Blears

    Hazel was a Labour Member of Parliament from 1997 – 2015, representing Salford and Eccles. She has held a number of senior positions in government including Public Health Minister, Home Office Minister and Communities Secretary.  She also served on the National Intelligence and Security Committee.

    Hazel has been a Co-op member for over 20 years, she has shopped and banked with the Co-op throughout that time and cooperative values have shaped her personal and working life. Hazel’s other roles include being a Member of the Advisory Board of Big Society Capital and Chairing the Institute for Dementia at Salford University.

    Paul Chandler

    Paul was chief executive of Traidcraft from 2001-13, and President of the European Fair Trade Association from 2005-12.  Drawing on his fair trade experience and early career in Barclays Bank, he is now focusing on promoting responsible practices in business and financial services.  He is also Chair of the William Leech Foundation and Durham Cathedral Council, a director of Shared Interest, a Fellow of St Chad's College in Durham University and a trustee of the County Durham Community Foundation.

    Ruth Spellman

    In 2012, Ruth was appointed as Chief Executive of the Workers’ Educational Association (WEA) -  an organisation with the same roots to the Co-operative Group. She is the first female to hold this position. Ruth was awarded an OBE in 2007 for services to workplace learning. 
    Ruth’s Non-Executive roles include being a Board Member of the National Institute for Adult and Community Education, Director of the Centre for Talent and Innovation, a Council Member of the Open University and Chair of the Staff Strategy Committee.  In her career, Ruth has been a CEO of three membership organisations.  She was formerly Chief Executive of the Chartered Management Institute (CMI), and has previously been CEO of the Institution of Mechanical Engineers and Investors in People (IIP) UK. Ruth worked as a senior consultant in HR in the private sector and was HR Director of the NSPCC.

    Simon Burke

    Simon was appointed to the Group Board on 14 November 2014 as an Independent Non-Executive Director for the transitional period having previously been an Independent Non-Executive Director of the Group’s principal subsidiary, Co-operative Food Holdings Ltd.   During this time he served on the Transitional Risk and Audit Committee and the Transitional Search Committee.

    Simon is a Chartered Accountant and is currently a Non-Executive Director for the BBC, a Director of The Light Cinemas (Holdings) Limited and Blue Diamond Limited.  Simon was previously Chair of both BathStore and Hobbycraft, and CEO for Virgin Retail, Virgin Cinemas and Virgin Entertainment Group.