In the main, it is up to the board of directors of each milk processor to set the agenda for co-op senior management. The board, led by the chair, effectively sets milk price, decides on immediate and future investments and appoints senior management to run the dairy business efficiently and profitably.
In Ireland, given the relatively small scale of Irish processors compared with international standards, there are a lot of dairy farmers involved in either a representative role on advisory committees or at board level.
There are a number of areas of corporate governance where co-operatives have their own particular challenges.
A democratically elected board sourced from the co-operative’s members can often result in a board with a wealth of ability, but in a narrow range of skills.
There is often a lack of diversity around the board table.
Directors can be elected without adequate experience or understanding of the role, and there is a tendency for them to stay in the job for too long.
Previous surveys which we have completed confirmed these issues exist in Irish co-ops.
To overcome these issues it is even more important in a co-operative than in a public company, that there is quality training available for directors and prospective directors and that the performance of the board and individual directors is evaluated.
There needs to be a process to identify skills required on the board and ensure that the candidates put to a member’s vote have the skills and experience required for the position.
If skills gaps cannot be filled by training existing directors, or from the membership base, then boards should look to appoint a proportion from outside the organisation.
Points of difference
The other major point of difference is in a co-operative’s relationship with its members.
Co-operatives need their members to be united by common goals and committed to participating in the co-operative to achieve them. Good, effective communication with members can help this.
Co-operatives need to be sure that they are meeting their members’ needs and are following a strategic direction that will continue to meet their members’ needs.
Directors should observe and foster high ethical standards.There should be a balance of independence, skills, knowledge, experience, and perspectives among directors so that the board works effectively.The board should use committees where this would enhance its effectiveness in key areas while retaining board responsibility.The board should demand integrity both in financial reporting and in the timeliness and balance of disclosures on entity affairs.The remuneration of directors and executives should be transparent, fair, and reasonable.The board should regularly verify that the entity has appropriate processes that identify and manage potential and relevant risks.The board should ensure the quality and independence of the external audit process.The board should foster constructive relationships with shareholders that encourage them to engage with the entity.The board of the co-op should respect the interests of stakeholders within the context of the entity’s ownership type and its fundamental purpose.Pat Duffy – chair.Raymond Barlow, Frank Butler, Kevin Callanan, Tom Cunniffe, Jim Egan, Martin Gallagher, Cathal Garvey, Padraig Gibbons, Gerry Mullaney, James McCarrick, Robert Hosey, Billy McMahon, Tommy Shryane, Seán Sweeney and Tom J Tuffy.Non-execs: one.Gender balance: 0%.Salary/remuneration: €14,000.Maximum term: four years, can be renewed. Supplier numbers: 1,000.Milk pool: 300m litres.Seán Monahan – chair.Edward Carr – vice-chair.Patrick Brennan, Martin Callanan, Matt Cleary, Padraig Coughlan, Sean Daly, Michael Egan, Sean Fahy, Seamus Finn, Michael Flaherty, Gerry Hoade, Michael Kennedy, John Moylan, Sean C. Ryan, Eoin Doorley, Noel Armitage and Richard Collins.Non-execs: zero.Gender balance: 0%.Salary/remuneration: €4,479.Maximum term: Five years rolling.Supplier numbers: 950.Milk pool: 330m litres.James Lynch – chair.John O’Gorman – vice-chair.Donal Buckley, Thomas Feeney, Dan Flinter, Annette Flynn, Richard Hinchion, Edmund Lynch, Seán MacSweeney, Gerard O’Dwyer, Patrick O’Keeffe and John O’Sullivan. Non-execs: two.Gender balance: one person or 8.3%.Salary/remuneration: €31,917.Maximum term: two, five-year terms.Supplier numbers: 3,000.Milk pool: 1.2bn litres.Henry Corbally – chair.John Murphy, Tom Grant, Brendan Hayes, Eamon Power, Pat Murphy, Martin Keane, Vincent Gorman, Patsy Ahern, Michael Keane, Eamon McEntaggert, John Murphy, Patrick Whyte and Ger Doheny.Non-execs: zero.Gender balance: 0%.Salary/remuneration: €49,909.Maximum term: Three years rolling.Supplier numbers: 3,400.Milk pool: 1.8bn.Kerry Creameries
Co-operative Board
Mundy Hayes – chair.Patrick O’Sullivan – vice-chair.Michael Ahern, James Barry, Sean Brosnan, John Casey, Paddy Casey, Martin Crowe, Thomas Cummins, James Devane, Michael A Doody, Thomas Galvin, David J Horan, B Horgan, Michael Kelliher, C McMahon, Con Murphy, Jim McInerney, Tim O’Connell, Joseph O’Connor, Michael O’Connor, P O’Connor, Patrick O’Donoghue, John O’Leary, Con O’Sullivan, Patrick Gerard O’Sullivan and William Slattery.Non-execs: zero.Gender balance: 0%.Salary/remuneration: €16,818.Maximum term: Four years rolling.Supplier numbers: 3,300.Milk pool: 1.06bn litres.Michael Dowling – chair.Stan McCarthy – outgoing chief executive officer (CEO).Brian Mehigan – chief financial officer.Gerry Behan – president and CEO, Taste and Nutrition.Flor Healy – CEO, Kerry Foods.Hugh Brady, Patrick Casey, Karin Dorrepaal, Joan Garahy, James C. Kenny, Tom Moran and Philip Toomey.LacPatrick Co-op*
Hugo Maguire – chair.Roy Irwin, David Irwin, Andrew McConkey, Lex Campbell, Gerard Sherlock, Padraig Greenan, JJ Lavelle, Bert Stewart, Christy McKenna, Brian Treanor, David Boyd, Brian Brady, James Campbell, Robert Skelton, William Henry, Thomas Nevin, David Curry, Robert Currie, Desmond Workman, Joe Larmer and John Bole.Non-execs: 0%.Gender balance: 0%.Salary/remuneration: €0.Maximum term: two, five-year terms.Supplier numbers: 990.Milk pool: 650m litres.
*As part of new governance changes, the board of LacPatrick will be reduced from 25 to 16. Fifteen will be co-op members with a place available for a non-executive director. The changes will come in effect from the co-op’s AGM later this year.
Alo Duffy – chairColin Kelso – vice chairGerard Melia, Seamus Brennan, Anthony Leddy, Michael Dobson, Vincent Farrelly, Seán Finnegan, Andrew McHugh, David Hannon, James Lynch, Oliver Neville, Peter Quinn, Gerard Donohoe and Alan Thompson.Non-execs: zeroGender balance: 0%Salary/remuneration: circa €15,000.Maximum term: Two, four-year terms. Supplier numbers: 1,700.Milk pool: 1.2bn litres.Richard Donovan – chair (term ended at last AGM/successor not appointed yet).William Meagher – vice-chair.William Ryan, William Dee, Patrick Fahy, John Hennessy, Padraig Kennedy, Pat Merrick, Kevin Murray, Thomas O’Neill, Michael Ryan and Seamus Tynan.Non-execs: zero.Gender balance: 0%.Salary/remuneration: €4,917.Maximum term: Four years rolling.Supplier numbers: 470.Milk pool: Own 151m litres, plus 140m litres purchased.Ger Brickley – Bandon CEO.Dermot O’Leary – Bandon chair and Carbery chair.Peadar Murphy – Barryroe CEOPeter Fleming – Barryroe chair.Pat Moriarty – Lisavaird CEO.Paddy Ryan –Lisavaird chair.TJ Sullivan – Drinagh chair.Jerome O’Mahoney – Drinagh vice-chair.Joe O’Sullivan – Drinagh CEO.Dan McSweeney – outgoing Carbery CEO.Colm Leen – Carbery CFO.Gender balance: 0%.Salary/remuneration: €16,793. Maximum term: As per individual co-op.Supplier numbers: 1,300.Milk pool: 470m litres.Dermot O’Leary – chair.Stephen Shorten –vice-chair.Gerard Brickley – secretary.Ben Cottrell, Brian Falvey, Richard Forbes, Anne Keohane, Jerry Healy, Donal Hurley, Denis Lucey, Maire McCarthy, Vincent O’Donovan, Neil O’Riordan, John O’Sullivan, Michael Roche and Jeremiah Twomey.*Milk pool: 112m litres.
*Part of Carbery Group. TJ Sullivan – chair.Jerome O’Mahony – vice-chair.Donal McCarthy, Joe O’Sullivan, Raymond Collins,William Collins, Michael Leahy, Michael John O’Donovan, John O’Mahony, James O’Donovan, Derry Scannell, Ian Kingston, Mary Hayes and Donie O’Donovan*.Milk pool: 170m litres.
*Part of Carbery Group. Peter Fleming – chair.John A Murray – vice-chair.Michael Coleman, John J McCarthy, Geoffrey Wycherley, Michael Sexton, Daniel Whelton, John Kirby, Angela O’Donovan, Gerard McCarthy, Denis Cummins, Kieran Crowley, Patrick Harte, Daniel O’Mahony and Laurence Sexton.*Milk pool: 86m litres.
*Part of Carbery Group. Paddy Ryan – chair.Dominic O’Mahony – vice-chair.Michael Dullea, Tommy O’Riordan, John O’Donovan, Donal Santry, Cormac O’Keeffe, Timothy Lawlor, Finbarr Hayes, Denis McCarthy, Joseph Walsh, Colm O’Sullivan, Vivian T Buttimer, Gerard Collins, John Hayes, Ronald Shorten, Geraldine O’Brien, James O’Sullivan, John Clancy, David O’Brien, Martin O’Driscoll and Donal Mehigan.*Milk pool: 97m litres.
*Part of Carbery Group. Read more
Co-op chairs – what is their vision for your co-op?
Full 2016 Irish Farmers Journal / KPMG milk price review