Couple of things first...
"Co-operatives are important -
Co-operative and mutual enterprises are among the largest and oldest businesses in Australia. There are an estimated 1,700 co-operatives in Australia, most of which are small. However, in 2011 the top 100 co-operatives, mutual and credit unions in Australia had a combined annual turnover of more than AUD $14.7 billion." (*1)
Its worth remembering that Co-Operatives have a member involvement called "patronage relationship" where the members buy products, goods and/or services from the co-operative which they themselves own. Yes you'll note the absence of the middle man, speculative investors and a number of other stakeholders that may want to liquify their ownership for cash at any point.
Most often, rather than get a dividend you're more likely to get a member benefit that is quarantined within the group to the members advantage.
A public company you may have investors that include non industry related people just after a return on their investment, some want a regular high dividend, some are speculative investors that can of course push uncertainty into the field and sometimes undermine a share price. That instability can affect a public companies performance something the Co-Op is relatively immune from.
So one of the primary, not the only but definitely the primary differences is, where do the benefits go.
Co-Op - to the members by re-investing into more enterprises to supply more services or product to the member...again "quarantined benefit" and if you don't use the co-op you cannot invest. Their share registries generally have annual or regular reviews to address lapsed members.
Corporates - to the shareholders. Either by reinvesting to grow the company to increase its share price (capital growth) or return a series of dividends to the shareholders. Its a profit making exercise and rightly unapologetically so.
But why are we using the term Corporates? Well its a funny thing and its used by Co-operative critics quite often. If you corporatize CBH you are effectively converting it to a Public Company. That may be listed or unlisted. I suspect those that actually do know they should be saying "Public Company" don't in case someone asks "Listed or unlisted" because that highlights possibly the real motive which is not competition or strategic direction based at all. What strategic direction can be achieved via a Public Company (Listed or Unlisted) that a Co-Operative cannot. If its raising finance or reporting mechanisms (that'll be the next stump up when challenged) then the board will be addressing that, not outside the board critics. You'll hear reasons but as with most of these things, want to find out more... FOLLOW THE MONEY.
I suspect also the members who are critics want it to be a Publicly Listed Company, so they can not only get an annual dividend like an unlisted company but being listed they can more easily sell their shares for a return and remain a customer (or not). In other words milk a quick one time harvest of the Co-operatives hard work over many years. In the case of Wesfarmers, not many farmers grabbed the money & ran but overtime with share buy backs new share releases to raise capital the farmers soon became the small minority of shareholders and today its a Hardware & Coal company if its anything other than a profit generating conglomerate. Yes, very successful but try getting an Agriculture based product or service out of Wesfarmers. It is to farming what Berkshire-Hathaway is to insurance. Its an investment vehicle, not the insurance company it was when Warren Buffett came along. That's fair & fine if that's what everyone wants, but be careful, there is no going back.
I suspect critics of a Co-Operative who aren't members view it as competition and see an opportunity to hack into the CBH domain, the market share and reap a reward. Otherwise its like a someone who doesn't own Wesfarmers shares slamming CEO Richard Goyder & Chairman Michael Chaney over the Wesfarmers share price. If you're not using CBH, you're not a member/shareholder why are you even slightly interested? Why indeed, hmmm?
Competition - apparently some think a barrier to competition is the Co-Operative structure. Its not, its primarily a pointer to where the money the entity earned goes to and how. Co-Operatives can compete with Public Companies and they do. They can out perform them and vice versa. Its a matter of the business case, not the company structure that dictates the market slice up.
Directors and the board - Interestingly, to convert from Co-Op to Public Company you'll need the membership to pass it. You'll need the membership to change the constitution (otherwise known as Articles of Association, or Entity Rules etc). You'd need to look at CBHs constitution to see what percentage is required. If it fails, how are you failed?
Well there is no market dominance these days, well no monopoly that is. You can build your own on farm storage, road train it to who ever you want to sell it to. Sometimes using CBH infrastructure anyway. But there is no monopoly breaking by conversion here either.
If it is converted, chances are most of the board will stay on. So if you're talking about a problematic board, then wouldn't you fix the board, not change the structure? I'm not sure there is a board problem, none greater or worse than any other board.
Either way, directors are directors are directors. They have a fiduciary duty, they owe that to the organisation and the members/shareholders. The terms "members" and "shareholders" are interchangeable but the fiduciary duty is the same. If you have a problem with directors & you think they're failing you under the Corporations Act...just speak up. Who is and how?
Hmmm...dead silence.
The one destination we seem to return to is...where's the money go.
Co-Op into quarantining benefits for the members.
Public company profits go to re-investing into the business and where possible and prudent paying a dividend with the ability to opt out by selling shares. Which is fair if that's what the majority of members want. Conversion of shares will require an up to date share registry, a complete tally of Co-Operatives net worth and a share price will be determined. Think its the same old song, gimme a cheque, don't care about the Co-Op. Then there's the other thing that's just happened.
Six months out of the job and Neil Wandel wants to publicly make a judgement on the board?
Re the board having no or poor strategy as per the recent comments of past Chairman Neil Wandel...
Neil's comments last August reflect a person, an outgoing chairman who may have failed to display or understand the proper duties of a director and a chairman by making these comments just as he was exiting the position.
"Do some homework and if you come to the conclusion that you'd be happy for that person to manage your personal farm business for three years by all means vote for them. In my time at CBH, the directors who passed that test have been some of the best directors in the board's history." Mr Wandel said he was very fortunate to have been a part of what he believed to be the second best board that CBH had ever had.
He considers the Mick Gayfer-led board which decided to build the Kwinana port terminal the best the co-operative had ever seen. "I've also been a part of what I consider to be the worst board in the co-op's history," Mr Wandel said (*2)
He never actually said which was the worst board, but Mick Gayfer's time was the best & Neil's (one of them) was the second best and another of Neil's was the worst. Critiquing the board's performance upon exiting is never he sign of a good chairman nor a good director. I have to agree with Neil's admission, he probably was part of the worst board in CBH history but people will differ on which one that was. More likely he's one of the poorer directors the Co-Op ever had. You have to be to make such comments.
Any talks with Mr Wandel about the potential for CBH's east coast investment and the timing of the decision during the interview were off the table. (*3)
That's from the same article and it was off the table for very good reason. Its board business that stays within the board...just like board performance reviews or opinions. If Neil was on the board 12 years, chairman for the last 5 and the 2nd best board and the worst board were in his time...either he was chairman of (in his opinion) of the worst board ever (which is reflective of his long running unsuitability of being chairman...an admission of sorts) or it was in the first 7 years of being on the board which is old news and not relevant nor worth mentioning. That leaves a few past Chairmen with a huge cloud over their head of being utterly inept and CBH's worst according to Neil...or Neil's making an admission it was under his leadership the board was at its worst. Hmmm, he's left us with much speculation.
Whatever the case, inappropriate comments. Entirely, which sadly self soil a long career at CBH. His comments would be like a long standing director speaking publicly at Neil's retirement and saying Neil was the worst Chairman in CBH history. You just don't air that sort of attack and it would also highlight the directors inability to ensure the Chairman is everything they should be...yes if you can't get the Chairman to the level he/she needs to be, you should resign if the chairman won't.
In Neil's case if you can't get the board up to a proper standard, to the point they're the worst ever in CBH history how the hell were you thinking 5 years at the helm was not making things worse?
Curious comments by someone who was not trained by the AICD or if he was, forgot all his training altogether. I suspect he was at the end of his tenure because his abilities fell short of his aspirations and the required standards. If you're a director you should be engineering in an expiry date or obsolescence. Once you achieve the things you set out to, you should be searching for an even more experienced and talented replacement to ratchet the board up a further notch. Going "Full Brezhnev" and staying on too long, hoping for life tenure is a horrid mistake and is an Achilles Heel for the board and the entity. Possibly something missed by Neil.
Would I let Neil run my farm? Thankfully there's no chance of any of us being faced with that question. Thankfully indeed.
- So Neil looks to fail on whichever front it is he's coming from. Ignore him. Nothing he says makes sense and is not linked to the corporate structure at all. Irrelevant. Fail
- Strategic Problems of a Co-Op are fixed by conversion to Publicly Listed Company has been hinted at, never explained because Strategic Direction and Strategic Thinking is the Board's role...so add training to the board or change the board, not the structure. Fail
- Competition is there whether its a Co-Op or Publicly listed. Its nothing to do with structure. Fail.
- Motives for the change from Co-Op to Public Company are mainly the ability to create a net share holding and then liquidate to create a one time cash payment to the possibly crafty and deceptive.
Stop & think seriously for a minute, what can the Public Company do that the Co-Operative cannot and who is it who want that objective? Not the majority members so far.
For more reading on Co-Operatives including advantages vs disadvantages go to...
http://www.cooperativeswa.org.au/
or
http://www.business.vic.gov.au/setting-up-a-business/business-structure/cooperative
Look at where CBH is right now. What is the change trying to achieve, will it achieve it and at what cost?
Or are some looking to smash the Co-Operative so as to milk a one time harvest before they leave the industry and deliver the entity over to investor, speculator shareholders not a part of agriculture.
Or are some looking to smash the Co-Operative so as to milk a one time harvest before they leave the industry and deliver the entity over to investor, speculator shareholders not a part of agriculture.
Careful what you wish for, but also be careful you know what you are wishing for.
Sources -
(*1) - http://theconversation.com/the-misunderstood-world-of-the-co-operative-enterprise-6015
(*2) - http://www.farmweekly.com.au/news/agriculture/cropping/grains/wandel-retires-proud-of-cbh-achievements/2706836.aspx?storypage=1
(*3) http://www.farmweekly.com.au/news/agriculture/cropping/grains/wandel-retires-proud-of-cbh-achievements/2706836.aspx?storypage=3