Co-operatives Act, 2005 (Act No. 14 of 2005)RegulationsPrinciples of Good Governance for Co-operatives10. Openness, Transparency and Accountability |
Openness, transparency and accountability form an integral part of the value of a co-operative. Apart from financial reporting, the co-operatives Amendment Act No. 6 of 2013 also calls for the submission of social and management decision reports. Transparency also covers matters related to conflict of interest, declarations by directors and providing information as required by members.
10.1 Conflict of interest
Directors and managers of co-operatives are required to disclose the material interest that he or she has in a material contract or transaction, or a proposed material contract or transaction, with the co-operative as well as any change to such an interest.
Disclosures must comply with the following minimum requirements:
| (a) | The disclosure must be made at the first meeting of directors at which the proposed contract or transaction is first discussed or at the first meeting after the director or manager acquired an interest in the contract or transaction; |
| (b) | If there is a material change in the interest of the director or manager in the contract or transaction; |
| (c) | Disclosure must be recorded in the minutes of board of director meetings; |
| (d) | If the person making the disclosure is not a member of the board of directors the disclosure must be made in writing and submitted to the board; |
| (e) | The board must keep a register of directors, managers’ and employees interests in contracts or undertakings containing full particulars of every disclosure of interest made. |
Directors, managers or employees who fail to disclose their interest in contracts or transactions with the co-operative will be subject to disqualification. Disclosures of interests do not apply to a contract or transaction that is generally available or customarily entered into between the co-operative and its members.
| 10.2 | Financial reports |
All co-operatives must annually submit reports on the financial status of the co-operative to CIPC. Category C primary co-operatives, secondary co-operatives, tertiary co-operatives and the national apex co-operative must submit audited financial statements. Category B primary co-operatives must submit an independently reviewed report and category A primary cooperatives must submit an annual report produced by the board of the co-operative.
| 10.3 | Social report |
Social responsibility forms part of the 7th co-operative principle that requires co-operatives to work for the sustainable development of their communities through policies approved by their members.
The social report is an assessment of the social impact and ethical performance of the co-operative in relation to the 7 co-operative principles and the co-operative’s stated vision, mission, goals and code of social responsibility as set out in the constitution of the co-operative.
The social report is drafted by the board of directors of the co-operative. The social report must be completed by the board of directors and forms part of the documentation that must annually be submitted to CIPC as stipulated in the regulations.
| 10.4 | Management decision report |
The management decision report assesses the co-operatives compliance to all legislative requirements and the requirements contained in the constitution of the co-operative.
The management decision report must be completed by the board of directors and forms part of the documentation that must annually be submitted to CIPC as stipulated in the regulations.