Dutch auction Royal FloraHolland (RFH) wants to replace its General Members’ Meetings by a Council of Members. There will be a vote on this at the GMM in Aalsmeer on Thursday 31 May. If at least two-thirds of the total voting value of all members agrees, the GMM will be replaced by a Council of Members.
The auction is of the opinion that the GMM hasn’t been functioning well for a while now. The meetings, which take place twice a year, are generally not well attended. The rate lies around 5%. In theory, this 5% could consist of a different group of members every time.
Furthermore, it’s always the same people that do the talking. FloraHolland feels it’s no longer the right platform for discussions with its members. Besides that, some members aren’t well informed. The auction doesn’t want the situation to continue like this, because the GMM is their highest body. They vote on very important management proposals.
By the implementation of a Council of Members, which will replace both the GMM and the advisory boards for plants and flowers, the cooperative wants to get their members involved in the policy-making process from the very start. It would give members more of a say in things, according to the auction.
Members who aren’t elected for a place on the Council, will be able to be part of the decision-making process during consultation sessions. These sessions allow members to meet Council members and share their opinions with them. The common thread of those opinions will be included in the proposals.
The Council of Members is going to consist of forty members. A nomination committee selects members and nominates them at the Council of Members Meeting, which will take place once a year. The committee will base their selection on a certain profile, which will be drawn up with the quality of individual members and the Council of Members as a whole in mind.
Some of the requirements included in the profile could for example be that a member: needs to have a good understanding of the interests of RFH members and the developments within their companies, a good understanding of the markets in which RFH and its members operate, needs to be able to gain the trust of the members, has leadership skills or is willing to develop those, can think and act at policy level, has a feeling for financial reports and analyses, has good communication skills, good social skills, a good command of the English language or willing to develop this, is objective and acts in the interest of the organisation as a whole and is capable of self-reflection.
Furthermore, the nomination committee will try to achieve a composition of the Council of Members which accurately reflects the entire membership. They will look at things like: are the most important product groups represented, is the distribution of members from certain countries and regions in line with that of the entire membership, is the distribution of members from certain turnover classes in line with that of the entire membership, is the distribution of members who make use of the clock and of direct sales in line with that of the entire membership, does the Council include a representative percentage of women and an ambitious percentage of young people?
Council members will be elected during the Members Meeting, which will take place once a year.
Further powers held by the Members Meeting will include: decisions regarding legal mergers and demergers, as well as decisions regarding to changes to the legal form or the termination of the cooperative.
Members can also convene an extraordinary Council of Members Meeting. This requires 250 members, who represent at least 5% of the votes. This is a so-called emergency brake.
The Council of Members will have a directing role towards members, which is expressed in consultation sessions for example. It also has an advisory role, just like the current advisory councils. It’s responsible for establishing statutes and statutory changes and for nominating and appointing candidates for the Supervisory Board. It can also suspend and dismiss members of the Supervisory Board. Finally, it’s responsible for the financial statements and approvals of investments/securities exceeding €20 million.