Roles and responsibilities of the PCC Board of Trustees
With the PCC Board of Trustees election coming up (see below for details), we asked Trustee Ben Klasky, chair of the Board’s Governance and Membership Committee (GMC), which oversees the annual election, to share insights into the Board’s role and responsibilities and what the Board looks for in trustee candidates. This is an updated version of a discussion from 2021.
Q: What are the key responsibilities of the members of the PCC Board of Trustees?
A: The responsibility of each PCC trustee is to provide direction and oversight to PCC’s leadership team in its management of PCC’s business. The Board’s oversight encompasses a varied and broad range of business considerations, but each trustee’s performance of that responsibility is subject to two foundational duties each trustee owes to PCC and its members by law: the duty of loyalty and the duty of care (these are called “fiduciary duties”). The duty of loyalty requires trustees to act in good faith in a manner that the trustees believe is in the best interests of PCC and its members, and to maintain the confidentiality of information discussed by the Board. The duty of care requires trustees to make decisions only after careful study, discussion and debate, and imposes on each trustee the obligation to truly understand the issues deliberated by the Board. It is this duty of care that makes it imperative that the Board recruit seasoned business people with a diverse set of skills who are able to understand the complexities of PCC’s financials and business operations, analyze the challenges the co-op faces, and provide thoughtful and meaningful oversight and advice to PCC’s leadership team.
Q: Can you tell us more about the primary work of the Board?
A: Absolutely. The Board ensures that the co-op has a talented, dedicated leadership team, and that starts with recruiting, hiring, supporting, and evaluating the CEO, which is overseen by the Management Development and Compensation Committee (MDCC), one of the Board’s three standing committees. The Board and its three standing committees (the MDCC, the GMC and the Audit and Finance Committee (AFC)) also oversee annual financial planning and budgeting; establish strategic goals working with the Leadership Team; and assure that the co-op is operating in accordance with its mission, vision and values. The Board provides oversight on topics that range from risk management to social and environmental goals, staff compensation and benefits to merchandising strategies, and new store locations to membership programs.
Q: How is the Board’s work different than that of PCC’s Leadership Team (LT)?
A: The board, on behalf of membership, oversees and advises the LT 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 the LT and co-op employees—this includes store-level staffing decisions, marketing plans and the pricing of products.
Q: What is a typical “day-in-the-life” of a trustee?
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 and each of its committees usually meet four to five times a year, sometimes more, depending on the workload and challenges facing the co-op. Our Board obligations include being fully prepared for meetings by reviewing materials prepared by the LT on PCC’s challenges and goals; fully participating in discussions and decision-making during regular and special board and committee meetings and an annual planning retreat; and participating in task forces that handle specific issues from time to time. The Board Chair and the chairs of the committees spend additional time on leadership duties, including working with members of the LT to determine key priorities and set agendas of topics for consideration. The board and committee meetings focus on topics like the co-op’s financial performance, achievement of strategic goals, potential new store opportunities, membership benefits, co-op values and culture, social and environmental efforts, and succession of both the LT 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 personal development, which includes doing evaluations of the full Board and of each trustee.
Q: What are some examples of decisions the Board makes on behalf of the co-op?
A: Some recent examples include hiring Krish Srinivasan as the co-op’s CEO, approving PCC’s strategic plan, and setting the organization-wide budget for 2023.
Q: How do you recruit candidates for the Board, and what are the criteria for eligibility?
A: Recruiting qualified, experienced, and diverse people with mature judgment to sit on the PCC Board 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 grocery industry in the Seattle metro area has become more competitive. The Board and LT annually evaluate the current expertise on the Board and any particular skill sets 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. This year, the Board and LT have identified a need for Board members with executive-level experience in grocery operations, supply chain management, development and oversight of e-commerce systems, and equity and inclusion in food systems. Recruiting highly qualified candidates who can provide experience in the identified skill sets is a vital area of focus for us.
To be eligible for the PCC Board, a person must be over 21 and a member of the co-op, meet the other criteria established in the PCC Bylaws, including the limit on the number of employees who can sit on the Board at any time, meet the eligibility criteria adopted by the board, and have the time and genuine interest to perform the duties of a trustee.