The challenges of a different kind of company

1.3 Company governance

1.3.1 Structure and functions

Our cooperative is structured into two communities: the consumer members and the worker members. Both are organised internally in accordance with the Internal Cooperative System Regulations. The former are organised into Local Consumer Committees, whose chairpersons make up the Consumer Committee, a consultative and advisory body for the governing body. For its part, system governing the employment of worker members is approved by the Board of Governors.

Company bodies

The General Assembly

Made up of Delegates representing the members, this is the supreme representative body expressing the will of the owners. There are a maximum of 500 delegates, 50% representing consumer members and the other 50% worker members. We also have implemented preparatory meetings to be able to guarantee better forms of member participation, and whose duties include that of choosing delegates.

The Board of Governors

This is the cooperative company's governing, management and representative body. Its Chairperson is also that of the Cooperative itself. It is made up of 12 members, who are elected by the Assembly for a four-year term of office, with both consumer and worker members being represented equally. It may appoint from amongst its members a Permanent Committee, which may, like the Board of Governors itself, be attended, with the right to speak but not to vote, by the Director-General, the Management Council and other technical management members.

The Board of Members

A body made up of worker members whose role it is to contribute to the proper management of matters concerning them as workers. It is made up of a maximum of 16 and a minimum of 12 elected workers' representatives, in addition to the Chairperson of the Board of Governors and the Members' Director (with the right to speak but not to vote). To better achieve its goals, the Members' Council is provided with Delegate Committees for each region.

The Board of Consumer

A consultative and advisory body to the Board of Governors on consumer-related matters. In response to issues peculiar to each location, Local Consumer Committees have been constituted.

The Monitoring Commission

The three members of this Commission (two consumers' and one workers') are appointed by the Assembly by secret ballot. It has the duty of overseeing the workings of company bodies, audits and the cooperative's other control systems.

The Appeals Committee

This deliberates and issues rulings upon appeals lodged by members. It is made up of five members, three workers and two consumers, chosen by the Assembly by secret ballot. Membership is incompatible with any of the Cooperative's elected offices or labour relationship. Its meetings are attended by the Chairperson of the Board of Governors. Any members with a blood or second-degree or closer family tie, links of subordination, close friendship or clear enmity with respect to the affected member may not take part in the associated deliberations or rulings.

The CECOSA GESTIÓN, S.A. Board of Directors

This is made up of 21 Directors, including all the members of the Board of Governors, and its Chairperson is that of the Grupo Eroski. It has, by delegation of the holding company, the duties of appointing senior management, formulating and approving plans and establishing the management strategies and budgets for the range of companies making up the Grupo Eroski.

Structure of government and functions

	2004	2005	2006
Number of participant partners of consumption in meetings	7.727	5.837	60.25
Number of participant partners of work in meetings	6.864	5.427	5.497

GOVERNING ADVICE
Six advisory partners of work and six advisory partners of consumption. Half of them it must renew every two years. Monthly meetings with the Main directorate and the Direction of Consumption. Functions: Election of the President of the Cooperative. Annual ratification of the Chief of a main directorate. Presidency of the General Assembly. Fixation of the Regulation of Internal Regime. Representation and exercise of rights before courts, courts and organisms of the State. Investment of bottoms available and subscriptions of contributions and bond emissions and obligations.
GENERAL ASSEMBLY
Sovereign organ presided over by the Governing Council. Annual assembly for approval of accounts, plan of management, presentation of is two and ratifi cación from the components proposed for the Governing Council
PREPARATORY MEETINGS
Informative annual assemblies of workers and consumers for election of delegates of the General Assembly.

GENERAL ADVICE *	CONSUMERISTA ADVICE
Consultative organ of the Governing Council with respect to workers. Elect presidents of each Delegated Commission. Six advisors propose to the Assembly to conform 50% of the Governing Council. They participate with voice, but without vote, the President of the Cooperative and the Social Director.	Consultative organ of the Governing Council with respect to consumers. Elect presidents of each Local Committee. Six advisors propose to the Assembly to conform 50% of the Governing Council. They participate with voice, but without vote, the President of the Cooperative and the Director of Consumption.
DELEGATED COMMISSIONS	LOCAL COMMITTEES
Organized by regions. Delegates chosen by the work partners. They choose to the members of the Social Council.	Organized by regions. Delegates chosen by the consumption partners. They choose to the members of the Consumerista Council.
WORK PARTNERS	CONSUMPTION PARTNERS
12.298 propietary workers.	356.590 consuming partners.

* According to one takes shelter in Art. 59 of the Statute, the Social Council is the competent organ to contribute to a suitable management of the matters related to the work partners. It has its tasks:

• To elaborate the annual labor norms
• To preside over the Preparatory Meeting of the work partners.
• To develop the advisory and informative functions of the Governing Council