Your Vote 2021 Co-op AGM and Director Election R0615_1_P1 2 From our Chair As a member of our Co-op, you have a say in how we’re run. Voting on our AGM and elections is one of the ways you can do this. You can vote on motions and elections for our Member Nominated Directors and Members’ Council. It’s important to us that you have your say on key matters which make sure your Co-op is run well. We had hoped to welcome you in person at our 2021 AGM. Unfortunately, we will again be asking members to join us digitally from home. Even though the Government has announced its roadmap for easing COVID-19 restrictions, large scale events will not be permitted until 17 May at the earliest. We will, therefore, be unable to hold our AGM event for members to attend and cast their vote in person. Please take care of yourselves and others and follow Government guidelines. We do still want to know your views ahead of the AGM. You can do this by appointing the Chair of the Meeting to cast your vote on the AGM motions, voting in the MND Election and electing your Council representatives. You can also join us online and listen to the AGM and ask questions of the Board. Please visit our website - www.co- operative.coop/agm for more details on how to get involved. The formal Notice of the Meeting is enclosed in this booklet. We strongly urge you to vote on the AGM motions and in our MND Election and Members’ Council Elections. Read the rest of this booklet for details on how to do this. Directors Elections There are no Executive or Independent Non-Executive Director up for election this year, but there is again a contested election for our Member Nominated Director seat. Hazel Blears has decided she is not standing for re-election this year, so there are no existing directors up for election. On behalf of the Board, I would like to express my sincere thanks to Hazel for her fantastic contribution to our Co-op during her six years as a Director. She has always championed the interests of our members and we shall miss her. Allan Leighton Co-op Chair 3 Contents 5 Here’s what you can vote on 6-7 Ways to get involved 8-11 Notice 12–16 More information on our motions 19-21 Electing your Member Nominated Director 4 Here’s what you can vote on You can have your say on our AGM motions, Member Nominated Directors and your Members’ Council Representatives. Vote on AGM motions These are key decisions that affect the way we do business. Vote by appointing a Voting Representative (this should be the Chair of the Meeting to ensure your vote counts) at co-operative.coop/vote Before you vote see pages 8 to 16 of this booklet and the additional information at co-operative.coop/agm Vote to elect your Member Nominated Director Our MNDs are chosen directly by you. Our directors make sure your voice is heard at the highest level within our Co-op. Vote online at co-operative.coop/vote Before you vote see pages 19 to 21 of this booklet. Vote to elect your Members’ Council Representatives Your Members’ Council is made up of 100 members representing 13 areas across the UK and you get to choose who represents you and your community. Vote online at co-operative.coop/vote Before you vote read your 2021 Members’ Council Elections booklet. Nominate the Chair of the “Chair of the Meeting” to cast your vote. Meeting to cast your vote on You can do this at co-operative.coop/vote. AGM motions As the Government guidelines don’t allow us to hold an AGM event, we advise You can nominate someone to vote on against appointing a person by name. motions for you. This person is called a Unless both the COVID -19 situation and Voting Representative and is usually the Government guidelines materially change, Chair of the Meeting. they will be unable to attend the meeting We strongly recommend you appoint the in person to cast your vote. 5 Ways to get involved Vote by midday on 10 May 2021 midday on 10 May 2021. If you have not received a hard copy voting pack but wish By voting, you get the chance to have your to do so, please call say on our motions, the election of our 0800 197 4618 by 10am on Friday Member Nominated Directors (‘MNDs’) 30 April 2021. and the candidates standing for election to our Members’ Council. To vote online, all you need are the two voting codes provided in your email or postal pack. Visit co-operative.coop/vote to cast your vote. If you have received a hard copy voting pack, you can also vote by returning your voting form to be received no later than 6 Go online Attending – please do not turn up On the day of the meeting, you’ll be In line with Government guidelines, we able to join in online and receive key are currently unable to hold an AGM information, business updates and hear event this year. We are asking members our plans for the future. Please keep an not to turn up to the meeting. eye on our website co-operative.coop/agm. We will post Join In updates on what you can expect and if we have to change our plans. We are planning to hold our Join In Live events later in the year where you’ll be able to come and talk to us to find out Ask a question how you’re making a real difference to If you want to put a question to our Board your Co-op and community. you can do so by emailing it to the AGM team at [email protected] by midday on 10 May 2021. We will do our best to answer as many questions as we can on the day. 7 Notice of Annual General Meeting Saturday 15 May 2021, 1 Angel Square, Manchester, M60 0AG at 10.00 am. Below are the motions we are What is a remuneration report? ? asking you to vote on. The Board is It’s a report that tells you what our recommending you vote for motions Directors and Executive have been paid. 1 to 8 and asks members to read the ‘more information’ section before deciding how to vote on motion 9. The Members’ Council is recommending Motion 3 you vote for motions 1 to 9. This motion is also an Ordinary Resolution but it is binding. It needs a We have included supporting simple majority to be passed. information at the end of this Notice to Re-appointment of Auditors help you make up your mind. 3 Motions 1 – 2 To re-appoint Ernst & Young LLP as our These are motions to be passed as auditors and authorise the Risk and Audit Ordinary Resolutions and are advisory. Committee to fix their remuneration. They only need a simple majority to be passed. A simple majority is more than 50% of the total votes cast. Annual Report and Accounts 1 To receive the Annual Report and Accounts for the period ended 2 January 2021. Directors’ Remuneration Report 2 To approve the Directors’ Remuneration Report for the period ended 2 January 2021. Our Directors’ Remuneration Report can be found in our Annual Report and Accounts which is on our website: co-operative.coop/annual-results 8 achieve our vision of Co-operating for a Motions 4 – 9 Fairer World. These are motions to be passed as Motion from Members’ Council Ordinary Resolutions and are advisory. - Sustainable Production and They only need a simple majority to be Consumption passed. Joint Board and Council Motion – 6 The need to take urgent action to avoid Political Donations the devastating impact of climate change remains a top priority for 4 Co-op Members. What we do now will To seek approval to incur political be judged by future generations and expenditure, including donations and/ we must all make changes to build a or subscriptions to political parties, not sustainable future and fulfil our Co-op’s exceeding £750,000 in total for the year pioneering ambition of Co-operating for commencing 1 January 2022. a Fairer World. Food consumption and production are Board Motion – Supporting a Modern one of the biggest drivers of climate and Inclusive Co-operative Movement change contributing around 25% to global Green House Gas emissions, 5 and the leading cause of the decline of Over the past year, we have seen the nature. As a substantial consumer co- power of co-operation in action. People operative with extensive global supply have come together in support of their chains, our Co-op and Co-op Members community and of one another. And our must lead the way in making change. Co-op – and co-operatives – have never felt more relevant and needed. Our This AGM welcomes the many climate Co-op should work with, and support, change actions our Co-op has taken to others so our shared co-operative date including our Future of Food 2030 movement is inclusive, welcoming and strategy, the introduction of rigorous modern – supporting existing co- science-based targets to reduce direct operatives as well as bringing others and indirect Green House Gas emissions from all communities and backgrounds and the launch of our fantastic ‘Gro’ towards us and providing services they plant-based product range.