Q&A with Ben Klasky, Member of the PCC Board of Trustees

A: The responsibilities of trustees are varied and broad, but the performance of every one of those responsibilities is subject to three foundational duties each trustee owes to PCC by law: the duty of loyalty and the duty of care (these are called “fiduciary duties”). The duty of loyalty requires trustees to put the interests of PCC and its members ahead of all other interests, including their own, and to maintain the confidentiality of information discussed by the board. The duty of care requires trustees to make decisions after careful study, discussion and debate. The board acts collectively as one body when determining the interests of PCC and its members; no trustee gets to make decisions alone. This is one reason why diversity of experience and thinking is so important within the board.

A: Absolutely. The board assures that the co-op has a talented, dedicated team of executive officers, and that starts with recruiting, hiring, supporting and evaluating the CEO. We also oversee annual financial planning and budgeting; develop strategic goals with the office’s senior management team; and assure that the co-op is living its mission and values. We provide counsel on topics such as risk management, social and environmental performance, compensation and benefits, and membership programs.

A: The board, on behalf of membership, oversees and advises the senior management team on big decisions about the operation of PCC and the achievement of established goals. We are not involved in everyday co-op operations, which are run by full-time employees—this includes store-level staffing decisions, marketing plans and the pricing of products.

A: The trustee role is not a full-time job, so our PCC-related work comes in concentrated periods, usually around board and committee meetings. The board’s work increased significantly in 2020, which we all know was an extraordinary year. Our work includes reviewing materials prepared by senior management in advance of meetings on challenges to and achievement of goals by PCC; attending and fully participating at regular and special board and committee meetings and an annual planning retreat; and participating in task forces formed to handle specific issues from time to time. The board chair and the chairs of the committees spend additional time on board work because of their leadership duties. The board and committee meetings focus on topics like the co-op’s financial performance, achievement of strategic goals, potential new store opportunities, membership, co-op values and culture, and succession of both the senior management team and the board. We also study and adopt best practices in board governance from both the for-profit and the nonprofit sectors, and we spend time on our own development, which includes doing evaluations of the full board and of each trustee.

A: Some recent examples include hiring our new CEO, Suzy Monford; approving the new membership and dividend program; and deciding to open the Central District store.

A: Directors and trustees of all types of companies (public and private companies, and nonprofit organizations) are bound by the duty of loyalty that I described earlier. The “independence” of a trustee relates to this duty. Independence means that when making decisions on behalf of PCC, trustees must not allow their decisions to be influenced by their own interests or the interests of their friends, coworkers, family or other organizations with which they are affiliated. These relationships can put pressure on a trustee to prioritize others’ interests above the interests of PCC and its members. The only trustee currently on PCC’s board who is not independent is the CEO (she is employed by PCC). As an officer of the co-op, she has her own fiduciary duties to PCC in addition to those she assumes as a trustee.

A: Composing the board with qualified, experienced and diverse people with mature judgment is part of our responsibility to membership…and it takes planning, persistence and diligence. How we recruit candidates has evolved over time as the operations of PCC have become more complex and the marketplace has become more competitive. We annually evaluate the expertise that may be needed in light of the strategic plan for the co-op, and we also look for breadth of experience in life and work. Recruiting great candidates is a vital area of focus for us, particularly as we strive to increase racial diversity within our board. In 2020 we partnered with outside organizations that specialize in identifying qualified people of color and women for board positions. We are excited about the results of that work. To be eligible for the PCC board, a person must meet the criteria laid out in the PCC Bylaws, including being over 21 and a member of the co-op, meeting eligibility criteria the board adopts, and having the time and genuine interest to perform the duties of a trustee.