Sunday, February 6, 2011

Directors of Cooperatives - Fascinating and Frustrating

One of the many $10,000 questions that fascinates and frustrates any one who works with directors of agricultural cooperatives is how to persuade directors to open their mouths and say what's on their minds during a board meeting.  How does one push directors to engage in meaningful discussion and to actually deliberate business issues that not only are on the agenda but not on the agenda but deserve discussion nonetheless?

Agricultural cooperatives are where the challenge is greatest.  Directors of food cooperatives - for just one example - tend to be more willing to express themselves. When my frustration with directors of agricultural co-ops is greatest and my exasperation highest, I often end up concluding that directors of agricultural co-ops wouldn't say shit if their mouth was full of it.  Perhaps it is more accurate to say that agricultural producers ("farmers")  will say shit when their mouths are full, but when they are pushed to that point, it is often times too late to change the course of events that will save the cooperative from extreme financial stress, or worse, ruin.

In other words, why will farmers choose to engage and voice their opinions, express their concerns, ask questions, and challenge each other or management only when the co-op is immersed in financial stress or within shouting distance of it or worse, the end? Why is it that farmers will not challenge each other and management all along - even when the Co-op is prospering - to avoid ever facing the prospect of financial stress or failure?  Why would farmers rather wait until the co-op is closer up to the edge of extreme stress or ruin and the need for honest, frank discussion is only more obvious but not more necessary than it is when the cooperative is enjoying success?

One reason may be that far more agricultural cooperatives than non-agricultural cooperatives have existed for fifty to one hundred years, and farmers tend to think of themselves and their director position as more honorary than "real". The closer the co-op is to its inception, the more challenging it is for the co-op as a business and hence the more vocal directors must be to (1) help guide the cooperative toward financial success and legitimacy and (2) protect their own pocket books from the specter of personal liability associated with the cooperative's financial failure.  

As the co-op ages, matures and gains its own momentum, it is easier for farmers to slip into thinking of their position as one that is honorary rather than a position that has the same legal and business responsibilities as their earliest counterparts.  It is an honor - and it should be - for farmers to be respected enough by their fellow farmers to be elected to the board of directors of the cooperative.  At the same time, who is a farmer, for example, to think that he or she can or should question where the agricultural cooperative is headed if all the directors who served before them apparently did not have questions about what businesses the cooperative is in or should be in? For these farmers, their director position is more honorary than "real".

Parenthetically, farmers would be far less prone to think of their position as honorary if they were elected to be a trustee of a trust that owned and operated a large farm because they could apply their own experiences to their trustee position.  They would be less respectful of the decisions made by previous trustees because they would be more confident of their own views about the trust's farm.  They would be more willing to challenge each other at board meetings.  Farmers would more vigorously manage risk for the farm and themselves because they would be far more comfortable in that position.

The issue of director participation is not only of academic interest; it goes to the issue of risk management as well.  We cannot ignore the fact that risk management requires director participation.  Higher quality director participation and discussion is preferred to lower quality participation and little or no discussion, or discussion about irrelevant issues.  The importance of asking the hard question, of challenging each other, of choosing discomfort in the board room over comfort all produce a more rich, more vigorous environment in which to evaluate risk than the alternatives.

But that change in approach to create a richer risk management environment requires that directors look at themselves less in an honorary capacity and more in a position of "real" responsibility.  A more "real" director is one who asserts him or herself, one who is willing to push questions and ask for answers, willing to challenge each other and risk having to ask fellow directors for forgiveness later, willing to admit what they don't know or assert their right to know what they do not know, and willing to assert their right to understand what they do not understand.    

None of this is easy.  All of it requires work and attention.   Work and attention by each director, by the officers of the board and by the board of directors as a whole.

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