Governance Policy

1. Background:

This policy explains how Hesket Newmarket Community Shop Limited, will be managed and run by the elected Management Committee. It covers the role of the Management Committee and what we expect from them, how they will work and how they are expected to behave.

 Who we are: We (or ‘us’ or ‘our’) means the Hesket Newmarket Community Shop Limited, Community Benefit Society.

What do we mean by a ‘member’: References to a ‘member’ relates to shareholders of Hesket Newmarket Community Shop Limited, Community Benefit Society. 

What do we mean by the ‘Society’:  Any reference to the ‘society’ means Hesket Newmarket Community Shop Limited, Community Benefit Society.

2. Purpose

Hesket Newmarket Community Shop Limited is registered with the Financial Conduct Authority (FCA) as a Community Benefit Society (CBS) under the Co-operative and Community Benefit Societies Act of 2014. Our FCA registration number is 9295 and is dated the 15^th May 2024. 

Our stated purpose is to:

“To acquire, run and develop Hesket Newmarket village shop and post office into a thriving, viable and sustainable business, owned by its members and run for the benefit of the community.

To provide access to fresh food and Post Office services that will help safeguard the social infrastructure of the rural community by maintaining a focal point and meeting place for those living in isolation, essential for combatting poor mental health, loneliness and to support those without family networks.

To help alleviate social deprivation and isolation by developing an inclusive and diverse Community Hub welcoming of all ages and backgrounds.

To create meaningful development, volunteering and apprenticeship opportunities.

To provide a focus for tourists to the area thereby supporting the local economy.

To support other local businesses by stocking and selling local produce where commercially viable to do so.

All such other means of achieving any of the foregoing Objects.”

Our overarching Governance is founded on Version 6 of the Plunkett Foundation’s Model Rules which were adopted in their entirety without any amendment.  A copy of the Model Rules can be found  following this link:

https://mutuals.fca.org.uk/Search/Society/31711

Responsibility for the day-to-day management of Hesket Newmarket Community Shop Limited (the Society) lies with the Management Committee who are elected, and empowered, in accordance with the adopted Model Rules. The Management Committee will be open and transparent in its relationship with members and the wider community.

This document explains how the Management Committee will be structured and how the Society will be run on a day-to-day basis on behalf of its members: 

3. The role of members

The Society is owned by its members and each member has an equal say in the running of the Society.  This can be expressed by:

• Attending, speaking and submitting matters to be considered at members’

meetings.

• Proposing resolutions and voting at Members’ Meetings.
• Electing representatives to the Management Committee at Members’ Meetings.
• Subject to meeting the qualification criteria below, Members may stand for

election to the Management Committee.

• On a day-to-day basis, Members can help the Society meet its targets and objectives, by sharing their ideas and volunteering their service to help the

business.

To Qualify, a member must be:

• Listed on the register of members.
• Over the age of 18
• Supportive of the Group’s objectives.

Every member has equal voting rights at Member’s meetings, regardless of the size of their shareholding.

4. Governance – the Management Committee Code of Conduct

Our Management Committee will be guided by the following set of principles and standards that will ensure they carry out their responsibilities in the interest of the community, members of the Society and other stakeholders:

• All members of the Management Committee should contribute constructively to discussions and remain open minded to all aspects of the business, supported by relevant information, guidance, and general principles to promote the development of effective governance.

• Members of the Management Committee are required to behave to the appropriate standards of behaviour, demonstrating leadership, selflessness, objectivity, openness, integrity, honesty and accountability.

• The Management Committee members are required to act collectively and individually to uphold the reputation of the Society and not do anything that would harm the work and standing of the Society. 

• The Management Committee will ensure that its decision-making processes

are transparent, properly informed, rigorous and timely, and that appropriate and effective systems of financial and operational control, and risk assessment and management, are established and monitored.

• Members of the Management Committee are committed to diversity, in the widest sense, ensuring that their work is inclusive of the communities and all the people the Society serves. 

The Management Committee will ensure they have, as a group, the necessary skills and experience to enable them to undertake their role and responsibilities effectively. To help achieve this, an annual skills analysis will be undertaken to identify areas of expertise in which there may be a gap and develop plans to make good any shortfall. 

Succession plans will be put in place for the key roles, such as Chairperson and Secretary, to ensure continuity and resilience of the Management Committee. 

The business of the Management Committee will be conducted in accordance with agreed rules and procedures. An annual effectiveness assessment will be carried out by the Committee and will be reported to the AGM as part of the Chairperson’s Report. 

Our Communications and Behaviours:

Members will attend all appropriate meetings or give apologies.

Members will prepare fully for all meetings and work for the organisation. This will include reading papers, querying anything they do not understand, thinking through issues before meetings and completing any tasks assigned to them in the agreed time.

Members will actively engage in discussion, debate and voting in meetings; contributing in a considered and constructive way, listening carefully, challenging sensitively and avoiding conflict.

Members will participate in collective decision making, accept a majority decision of the Committee and will not act individually unless specifically authorised to do so.

Members will respect confidentiality and be collectively bound by the decisions of the Committee and will not publicly challenge any decision of the Management Committee having been reached after following the correct operating procedures.

5. The overarching role of the Management Committee

The Management Committee is accountable to the membership for the appropriate management of the affairs of the Society.  This cannot be delegated, but tasks, duties and responsibilities in bearing that accountability can be.  The Management Committee will ensure that:

• That any activities undertaken by, or on behalf of, the Society are within the purpose of the Society, (as set out above) and seek to deliver or promote the wider aims of the Society.  

• That any activities undertaken by the Society are legally compliant.

• That the Society promotes due diligence and good practice in respect of financial conduct, employment practice, inclusivity and supply chain management.

• Where the Management Committee chooses to delegate certain tasks and responsibilities it must only be to a person(s), or committee, consisting of members of the Society.

• Any delegation of duties, or responsibility, to any employee or volunteer relating to the day-to-day management of the business must be supported by the appropriate training.

6. Duties of the Management Committee are:

a. To ensure that the organisation delivers its stated purposes and aims by: 

• Ensuring organisational purposes remain relevant and valid 
• Developing and agreeing a long-term strategy
• Agreeing the Annual Business Plan and budget 
• Monitoring progress and spending against the Business Plan and budget 
• Ensuring that the Society’s assets are only used to support or carry out the Society’s purpose.
• Reviewing and/or amending the Business Plan and budget as appropriate
  To ensure that Committee Members understand their role and responsibilities collectively and individually in relation to:

b. To ensure that Committee Members understand their role and responsibilities collectively and individually in relation to:

• Setting and safeguarding the vision, values and reputation of the organisation
• Their legal duties 
• Overseeing the work of the Society 
• Their stewardship of assets 
• The provisions of the governing document 
• The external environment 
• The structure of the organisation 
• Managing and supporting staff and volunteers.
• Adhering to and acting within the spirit of the Society’s policies which may be added to or amended from time to time.

c. To establish policies and procedures to:

• Find and recruit new Members to meet the organisation’s changing needs in relation to skills, experience and diversity
• Annually review their performance both as individuals and as a team.
• Undertake annually a self-assessment of the effectiveness of the Committee.
• Carry an annual skills assessment of members of the Management Committee to assist in succession planning.

d. To comply with all legal and regulatory requirements by:

• Ensuring that the Society understands and regularly reviews with all legal and regulatory requirements that apply to it. 
• Setting effective internal financial and management controls. 
• Regularly identify and review the major risks to which the organisation is exposed and establish systems to manage those risks.

e. To safeguard the reputation of the Society by:

• Acting according to high ethical standards and in line with the Management Committee’s Code of Conduct. 
• Identifying, understanding and managing conflicts of interest and loyalty, both real and perceived. 
• Maintaining independence of decision making

f. To be open and accountable, both internally and externally and this will include:

• Providing members with access to information and a voice in the Society
• Open communications, informing the community and members about the organisation and its work.
• Ensuring appropriate consultation on any significant changes to the Society’s services or policies 
• Listening and responding to the views of members and others with an interest in the Society’s work 
• Handling complaints constructively, impartially and effectively 
• Considering the organisation’s responsibilities to the wider community.

g. To Develop and maintain credible succession and resilience plans

Our Management Committee is responsible for ensuring business continuity and the future sustainability of the Society, by maintaining credible succession and resilience plans.  They will do this by:

• Promoting the work of the Society and actively engaging with members.
• Ensuring that members are aware of the benefits of working with the Management Committee to deliver the aims of the group. 
• Promoting inclusivity by identifying and seeking to remove any perceived barriers to individuals joining the Committee.
• Identifying and managing new and emerging risks to the Society
• Developing credible resilience plans for the Society

7. Composition of the Management Committee

Our Management Committee shall consist of not less than three and no more than 10 members. Members are appointed at the Annual Members Meeting and shall hold office for a period of 3 years unless removed from office or they resign. At the end of the 3 year period, they may seek further election for another 3 year period. Management Committee members can serve a maxim of three terms before they must step down for at least 12 months before seeking re-election.  

The Management Committee may co-opt members where it feels it is in the interest of the Society to do so. A maximum of three members may be co-opted at any time, subject to the limit of 9 members in total. Co-option will last until the next Members Meeting when election should be sought.

In the event of the membership of the committee falling below 3, the powers of the Management Committee shall be restricted to calling for a Members Meeting.

Members of the Committee have responsibility for ensuring that the following roles are undertaken: Chairperson, Vice Chairperson, Secretary and Treasurer. They should also seek to ensure that, wherever possible, the Management Committee contains individuals with relevant qualifications or demonstrable practical skills in senior management, finance, law, information technology, marketing, stakeholder/community engagement and/or working in the not-for-profit community-based sector.

Our chairperson will ensure that an annual skills audit of the Management Committee is undertaken. This will provide valuable planning information for the Chairperson and the Management Committee, and will ensure that the Management Committee, as a whole, can demonstrate an appropriate skill set to function effectively.

8. Management Committee Roles and Responsibilities:

Our Chairperson will ensure that the Management Committee functions properly ensuring that everyone can contribute fully during the meetings and that all the items on the agenda are discussed and that effective decisions are made. 

They are responsible for ensuring that the Management Committee is made up of suitable active committee members with appropriate skills and experience to run the Society. They act as an ambassador for the group, promoting its aims and achievements to members, stakeholders and collaborative partners.

 Specific Duties of our Chairperson are:

• To be responsible for the leadership of the Management Committee and, as Chairperson of its meetings, to ensure that the necessary business is carried out effectively, in a manner appropriate for the proper conduct of business.
• To ensure that the Management Committee acts in accordance with the adopted  Rules, other external regulatory requirements, and within any internal rules and regulations.
• To ensure that the Management Committee exercises collective responsibility in that decisions are taken corporately by all members acting as a body seeking to build consensus
• To ensure that the Committee conducts itself in accordance with accepted standards of behaviour in public life, embracing selflessness, integrity, objectivity, accountability, openness, honesty and leadership.
• To ensure that any conflict of interest is identified, recorded and managed appropriately. 
• To be responsible for ensuring that the Management Committee exercises control over the strategic direction of the Society, and that performance is adequately assessed against the objectives and indicators which the Society has approved.
• To ensure that the Management Committee maximises its effectiveness through critical self-assessment and reflection on its own performance and processes, and through ensuring that appropriate performance review processes exist and are acted upon.
• To ensure that the Management Committee approves and operates a procedure for the regular appraisal/review of the performance of its individual Members and should participate as appraiser/reviewer in that process.
• To carry out an ambassadorial role on behalf of the Society.
• To act fairly and impartially in the interests of the Society as a whole, using independent judgement and maintaining confidentiality as appropriate.

Desirable Behaviours of our Chairperson:

• To have a commitment to excellence and be an effective communicator at all levels.
• Will be a robust, resilient, confident and resourceful leader, who sets high standards, constantly striving to secure improvement of the delivery of services and be able to overcome obstacles to achieve objectives.
• Be able to develop team working with fellow Committee Members and display a commitment to and respect for partnership working.
• Will have a commitment to equality of opportunity, respect, openness and fairness, promoting high personal standards of behaviour and professionalism.
• Be able to display the highest standards of personal conduct, probity, credibility, honesty and integrity that engage and inspire the trust and confidence of members, employees, volunteers and other stakeholders.

All duties and behaviours required of the Vice Chairperson are the same as those of the Chairperson.

Our Treasurer will maintain an overview of the organisation’s affairs, safeguarding its financial stability and ensuring that proper financial records and procedures are maintained. They will ensure that the organisation applies its resources exclusively in pursuance of its objects and contribute actively to the management committee, by overseeing, approving and presenting budgets, accounts and financial statements.

They prepare and present financial reports to the Management Committee and prepare the same for the Financial Conduct Authority, ensuring that appropriate accounting procedures and controls are in place. They act as an ambassador for the Society, promoting its aims and achievements to members, stakeholders and collaborative partners.

Specific duties of our Treasurer are:

• Overseeing and presenting budgets, accounts and financial statements
• Assuring that the financial resources of the organisation meet its present and future needs
• Ensuring that the Society has an appropriate reserves policy
• Ensuring that financial reports are circulated to the Management Committee in a timely manner
• Ensuring that appropriate accounting procedures and controls are in place
• Liaising with the employees and volunteers about financial matters as appropriate
• Advising on the financial implications of the organisation’s strategic and business plans
• Ensuring that the Society has an appropriate investment policy
• Ensuring that there is no conflict between any investments held and the aims and objects of the Society
• Monitoring the organisation’s investment activity and ensuring its consistency with the organisation’s policies and legal responsibilities; also ensuring the organisation’s compliance with legislation
• Monitoring that equipment and assets are adequately maintained and insured
• Ensuring that the accounts are prepared and disclosed in the form required by funders and the relevant statutory bodies, e.g. the Financial Conduct Authority
• Ensuring that the accounts are scrutinised in the manner required by independent examination or audit as required and that any recommendations are implemented
• Keeping the Committee informed about its financial duties and responsibilities
• Making a formal presentation of the accounts at the Annual General Meeting and drawing attention to important points in a coherent and easily understandable way
• To make recommendations to the Committee relating to the appointment, reappointment or dismissal of the Auditor.

Our Secretary will ensure that the organisation complies with its governing document and any other relevant legislation or regulations to safeguard the good name of the Society.

Specific Duties of our Secretary are:

• To contribute actively to the management committee in giving firm strategic direction to the Society, helping to set overall policy, defining goals and setting targets.
• To evaluate performance against agreed targets.
• To act as an ambassador for the Society, promoting its aims and achievements to members, stakeholders and collaborative partners.
• To ensure that the Rules and operating procedures of the group are adhered to.
• To act as the Returning Officer at all Society meetings and is responsible for the conduct of all voting described in the Rules and records the outcome of all matters put to a vote.
• To ensure that the strategic operating plans are in accordance with the aims of the Society.
• To prepare and present the Annual Return to the Financial Conduct Authority.
• To agree the agenda for meetings with the Chairperson and prepare and distribute any accompanying papers. To ensure that a record of meetings and action points is maintained.

9. How our Management Committee will operate:

Our Management Committee will operate in accordance with the Rules and will hold any meetings as it considers appropriate to undertake its roles and responsibilities. The meeting will be chaired by the elected Chairperson or another member of the Committee in their absence who shall assume the role of Chairperson. A quorum shall comprise of 3 members of the Management Committee.

Any member of the Management Committee must declare an interest and will not vote in respect of any matter in which they, or their partner, or immediate relative have a personal, financial or other material interest in. 

On an annual basis, the Management Committee will prepare a set of documents which give a true and fair view of the income and expenditure of the Society and a balance sheet giving a true and fair view at that date in time.

Within the prescribed time frame, a general financial statement in the appropriate format will be sent to the Financial Conduct Authority.

Proceedings of meetings:

The Minutes will be recorded at each meeting of the Management Committee and will either be agreed as a correct record and signed by the Chairperson of the following meeting or, will be signed subject to any amended as agreed by those present at the meeting. A note of any such amendment will be made by the minute taker in the minutes of the meeting where the amendment was made.

Where the next meeting of the Management Committee is a Special Meeting, the next following ordinary meeting will be treated as a suitable meeting for the purpose of signing Minutes.

The order of business of the meeting may be altered in accordance with the wishes of those present.

Generally, every decision made at a meeting of the Management Committee will be determined by the consensus view, following full and open discussion. The Chairperson will normally ask for agreement on a recommendation at the end of the discussion.

The Chairperson will take a vote by Members of the Management Committee if there is clear expression of dissent or if the matter is of particular significance, for example, approval of the annual budget, change in the mission statement. Where a recommendation requires a vote, the decision will be determined by a majority of the votes of the those present and voting on the recommendation. Where there is an equal division of the votes, the Chairperson will have a second or casting vote. The normal way of voting will be a show of hands.

10. Our Communications and Data Protection Etiquette.

All communications (whether telephone, post, email or face-to-face) regarding the Society and its operations should aim to be carried out in a polite, positive and professional manner. Personal email and phone details will only be shared with the rest of the Committee Members after specific consent from the individual involved.

Members are encouraged to share information and discussions electronically with the rest of the Committee where appropriate. Any emails containing confidential matter, including personal data (name, address, emails etc) or with confidential attachments, should be marked as ‘Confidential’ in the email header.

Members should delete all confidential, or personal-data-containing, emails from their in-box (or associated folders) once read, or at the very latest when they cease their role as a member of the Management Committee. 

Any printed papers that contain confidential, or personal, data content should be handed to the Secretary at the end of the meeting for secure disposal.

Committee Members are expected to adhere to our Privacy Policy and keep any personal or confidential information secure at all times, and not to share this with anyone outside the Society. Members must inform the Chairperson and Secretary immediately if they suspect any personal data may have been lost, misplaced or stolen.

11. Removal from Office

A member of the Management Committee must immediately leave their position if they:

• Resign from their allotted role, in writing to the Secretary or Chairperson.

• Cease to be a Member of the Society.

• Become bankrupt or subject to disqualification under the Company Directors Disqualification Act 1986.

• Are removed from the Management Committee by a resolution passed by two thirds of those present at a Management Committee meeting on the grounds that they are in serious breach of the obligations placed upon them as a Committee member.

• Are removed by a simple majority of members at a Special Members Meeting where the issue of the removal of the Committee Member was to be considered.

12. How we view fraud

Our Management Committee members must be aware of the Fraud Act of 2006 and the Society’s Anti-Fraud Policy, and they must be aware of their individual liability arising out of any breach of the Act. A breach of the act will include:

• The misrepresentation of a financial statement.

• A misrepresentation or a failure to disclose information with the intention that the other party will act on it, and that party goes on to suffer a loss as a result or you go on to make a gain which you would otherwise not have made.

• Obtaining goods and services by deception. 

In addition to raising awareness of the importance attached to operating with the utmost honesty and integrity, the Society has put in place the following measures:

• All commitments to incur expenditure are discussed at Committee Meetings.

• All financial transactions must be signed off by two unrelated members of the Committee.

• Four members of the Committee have access to the on-line bank account and can monitor income and expenditure.

• Our accounts are shared with Members.

• We have external auditors.

• We actively encourage Whistleblowing from members, employees and volunteers.

• We openly engage with members in an open and transparent manner.

13. How we will Report on our Performance

An Annual Members Meeting will be held within six months of the close of the financial year end. The Management Committee will decide the date, time, venue and the agenda.  At least 14 days’ notice, sent by electronic communication to the member’s email address will be provided.

The purpose of the Annual Meeting will be to:

• Provide the Annual Accounts of the Society.

• Provide a report on the state of membership of the Society.

• Provide a report on the performance of the Society in the previous year and the plans for the current and next year.

• To appoint the financial Auditors of the Society.

• To elect the members of the Management Committee.

• To receive, consider and vote upon any resolutions or special resolutions. 

The meeting will be quorate when 5 members or 10% of the members entitled to vote (whichever is the greater) are present. If a quorum is not reached within half an hour of the published starting time, the meeting will be adjourned until a time set by the Management Committee, no later than four weeks after the initial meeting. 

The time of the new meeting will be communicated electronically to members. At the reconvened meeting a quorum will be as above, or the number of members present within half an hour of the stated start time.

Resolutions should ordinarily be received five days in advance of the meeting.

Convening a Special Members’ Meeting:

A special members’ meeting shall be convened if a written request is received by the Secretary either by post to the registered office or electronically, signed by not less than 12 or 10% of the members whichever is less.

Subject to the requirements being met, a Special Members’ Meeting shall be held within 28 days of the receipt of the request.

How we Vote at our Meetings:

Voting shall normally be by a show of hands, proxy or live electronic systems. The Management Committee will determine the arrangements for proxy and electronic voting.

• Each Member shall have one vote, regardless of the size of their shareholding.

• A resolution shall be passed by a simple majority.

• A special resolution (one seeking a rule change) will require a two thirds majority of those present and entitled to vote at the meeting.

• It shall be the role of the Chairperson to ensure the proper conduct of any meeting. Inthe absence of the Chairperson, the Vice Chairperson or any other one of the Management Committee may Chair the meeting.

14.   Review:

This policy will be reviewed as necessary and at least annually. 

Signature (Chair):       Philippa M R Groves

Date:                           12^th August 2024

Signature (Secretary): Michelle Boundy

Date:                           12^th August 2024