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CCA 2007 Coop Governance Practices
Instructions
Most questions can be answered by checking the box beside the appropriate response. A few questions will ask for a short explanation or statement.This is a survey of current practices, not policies or intentions. If you are unable or uncomfortable responding to a specific question, please leave it blank but complete the questions you are able to. We will protect the confidentiality of all responses. For questions based on an annual period, you can choose either the calendar year or your organization’s fiscal year. Please give compensation amounts of board or committee service for the year 2006; for specific data, the effective date should be January 1, 2007. This questionnaire must be completed in a single sitting, you may wish to review the survey before beginning data entry to ensure you have enough time, and the proper materials, for completion. To move between questions, use the 'tab' key or your mouseDo not use the 'enter' key or your response will be submitted in full
Please provide the following (*required)
First Name*
Last Name*
Title
Organization*
Address
City
Province
Postal Code
Phone
Fax
Email*
About your Co-operative or Credit Union
1.
Which one classification below best describes your sector?
Credit Union
Insurance
Retail/Wholesale
Agriculture/agri-food
Housing
DayCare
Production/Manufacturing
Service
Other:
2.
In what tier do you operate?
Tier 1 (primary co-op or credit union, retail, local housing or daycare co-op, etc)
Tier 2 (regional, district or provincial co-op typically owned by co-ops/credit unions)
Tier 3 (national co-op or credit union organization, typically owned by tier 2 co-ops)
3.
In response to specific and legitimate requests for information on comparative practices, may information contained in this questionnaire be provided to others?
Yes, and my co-operative or credit union may be identified
Yes, but the identity of my co-operative or credit union must not be revealed
No
Note: if you are a tier 2 or 3 co-op, please answer all questions based on your own organization itself, not the aggregate of your members. For example, in question 4, provide number of organizational members in your co-op, not individual members in your system.
4.
What is your total membership?
5.
What are your organization's total assets?
6.
What are your organization's annual sales or revenue?
7.
How many people does your organization currently employ? (Full time equivalents)
8.
Is some or all of your workforce unionized?
Yes
Leadership: Strategic Direction, Stewardship and Composition
Does your board explicitly [formally; intentionally; after having discussed responsibilities with management] assume responsibility for, or assign to a committee of directors, responsibility for:
9.
Developing the organization's approach to governance issues (e.g. selecting governance model, principles, practices, etc.)
10.
Corporate Strategy: Working with management to develop strategic direction
11.
Corporate Strategy: Identifying criteria for measuring the strategy (i.e. how you will assess whether you have the right strategy)
12.
Corporate Strategy: Monitoring the implementation of the strategy
13.
Assessment of management's success in implementing the strategy: Setting objectives to measure management's performance
14.
Assessment of management's success in implementing the strategy: Assessing management's success in meeting its objectives
15.
Managing the overall risks of the organization: Identifying the principal risks of the co-op/credit union's business
16.
Managing the overall risks of the organization: Ensuring the implementation of appropriate systems to manage these risks
17.
Ensuring that appropriate internal control and management information systems are in place: Verifying the integrity of data
18.
Ensuring that appropriate internal control and management information systems are in place: Ensuring compliance with accounting principles
19.
Management succession planning (appointment, training and monitoring of senior management)
20.
Succession/renewal of the board
With respect to board succession / renewal, does your board get involved at these stages?
21.
Assessment of organization's strategic needs
22.
Profiling skills, desired attributes, criteria for candidates
23.
Recruiting: identifying pool of candidates
24.
Selecting individuals to stand for election from the pool
25.
Election of board members
26.
How many board members would be considered independent?
27.
After election, identifying skills gaps and providing training
28.
Evaluation of board members' contribution as input to renewal
Employee directors: are current employees of the organization or employees of a parent, controlling or subsidiary company, who are voting members of the board of directors in addition to their regular duties. Non-employee directors: are non-employees of the organization who are voting members of the board of directors. Former or retired employees are considered to be non-employee directors.Independent directors: are free from any material interest, other than the ordinary interest of a member, that may affect their relationship with the organization. “Material” means that the consideration involved is significant in the hands of the individual. “Interest” may include contracts, payments (e.g. lease payments or services), an interest with a parent, subsidiary or affiliate company, an interest of a family member or associate, an interest that dates back within the past 5 years (e.g., current or former employee or consultant of co-operative or credit union, parent, subsidiary, auditor, law firm) or any other interest (e.g., foundation, charity or supplier materially dependent on organization)
29.
How many board members are male non-employee Directors?
30.
How many board members are female non-employee Directors?
31.
How many board members are male employee Directors?
32.
How many board members are female employee Directors?
33.
How many of your board members are fully independent?
Please indicate if any of the following procedures, which are designed to ensure the independence of the governance system, are in place in your organization.
34.
Policy in place indicating that the board chair not be a member of management
35.
Sessions at board meetings are regularly held without management present
36.
Responsibility for administering the board's relationship with management is assigned to: The chair of the board who is independent of management
37.
Responsibility for administering the board's relationship with management is assigned to: A committee of the board
38.
System in place which enables an individual director to engage an outside advisor/consultant
39.
Independent external auditor in place
40.
Audit committee consists entirely of independent directors
41.
The Chair of the Board is:
Male
Female
42.
Full-time (spend more than 35 hours a week)
Part-time
43.
Current CEO
Outside
CEO/officer of parent
Independent
Former CEO
44.
Are directors elected for a specific term?
No (Skip to Q. 46)
Yes (How Long):
45.
If yes do you have a maximum number of terms for which your directors are elected?
Yes (# Terms):
46.
What is the average tenure of the directors on your board? (Years)
47.
Does your organization have an official retirement age for directors?
Yes (Age):
48.
If you donÆt have delegates, skip to question 48, If you have delegates, are they elected for a specific term?
Yes (Years):
49.
Check those with the most influence in the selection process of board members:
(Select all that apply.)
Nominating Committee
Governance Committee
Board Chairperson
Board as a whole
Management
Membership
Delegates
Search firm
50.
Check those criteria that you believe have the most effect on the selection of new board members:
Experience in the industry
Character and personal qualities
International experience
High profile person
Experience with co-ops/credit unions
Gender Representation
Financial knowledge and experience
Active member
Geographical representation
Specific skill set to complement the board
Knowledge about the membership
For Tier 2 and 3 co-ops: Size of the co-op(s) / constituency represented
51.
On a scale of 1-5, where 1 means "not at all", and 5 means "a great deal", is there sufficient turnover among your board of directors?
1
2
3
4
5
Stewardship: Delineating, Functioning, Accountability
Please answer the following questions as they apply to the CEO, the board, the directors and the committees in your co-op/credit union.
52.
Is there a position description/mandate statement for the CEO?
53.
Is there a position description/mandate statement for individual directors?
54.
Is there a position description/mandate statement for the board as a whole?
55.
Is there a position description/mandate statement for board committees?
56.
Is there a position description/mandate statement for delegates?
57.
Are there formal written limits to authority levels delegated to the CEO?
58.
Are there formal written limits to authority levels delegated to individual directors?
59.
Are there formal written limits to authority levels delegated to the board as a whole?
60.
Are there formal written limits to authority levels delegated to board committees?
61.
Are there formal written limits to authority levels delegated to delegates?
62.
How many regularly scheduled board meetings are held annually?
63.
Average hours in length:
64.
Average % attendance:
65.
Are directors paid for serving on your board?
No (Skip to Q. 71)
66.
Are directors paid for serving on your board in the form of an annual retainer (flat fee paid yearly for service on the board)
Yes (How Much):
67.
Are directors paid for serving on your board in the form of a per-meeting fee (fee paid for attending each board meeting)
68.
Are directors paid for serving on your board in the form of a per diem (fee paid for each day spent at board meetings)
69.
Are directors paid for serving on your board in the form of a honorarium (How much for what period?)
70.
Other (please describe)
71.
In addition to meeting attendance, do you compensate directors for or with.. (check all that apply)
Meeting preparation
Orientation
Mileage
Travel Time
Training
Waived/reduced service fees
Discounts on products/services
Life insurance
Medical/other insurance
Other (Specify):
72.
If you donÆt have delegates, skip to question 78, if you have delegates, are they paid for serving?
No (Skip to Q. 79)
73.
If you have delegates, are they paid for serving in the form of an annual retainer (flat fee paid yearly for service )
74.
If you have delegates, are they paid for serving in the form of a per-meeting fee (fee paid for attending each delegates meeting)
75.
If you have delegates, are they paid for serving in the form of a per diem (fee paid for each day spent at delegate meetings)
76.
If you have delegates, are they paid for in the form of an honorarium (How much for what period?)
(Provide up to three responses.)
77.
Other ways of paying delegates (please describe)
78.
In addition to meeting attendance, do you compensate delegates for or with.. (check all that apply)
79.
Does your chair receive additional compensation beyond other directors?
No (Skip to Q. 82)
80.
Additional compensation of how much
81.
per what period? (year; meeting; day; hour?)
82.
Does your board have any committees in place?
No (Skip to Q. 167)
83.
Do you have a Audit/Finance committee?
No (Skip to Q. 89)
84.
Audit/Finance Committee: If yes, how many meetings are held annually?
85.
Audit/Finance Committee: Is extra pay given to non-employee directors for committee service?
86.
Audit/Finance Committee: Annual Retainer
Yes $:
87.
Audit/Finance Committee: Per meeting fee
88.
Audit/Finance Committee: Per diem fee
89.
Do you have a CSR (Social Responsibility) committee?
No (Skip to Q. 95)
90.
CSR Committee: If yes, how many meetings are held annually?
91.
CSR Committee: Is extra pay given to non-employee directors for committee service?
92.
CSR Committee: Annual Retainer
93.
CSR Committee: Per meeting fee
94.
CSR Committee: Per diem fee
95.
Do you have a Compensation committee?
No (Skip to Q. 101)
96.
Compensation Committee: If yes, how many meetings are held annually?
97.
Compensation Committee: Is extra pay given to non-employee directors for committee service?
98.
Compensation Committee: Annual Retainer