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Empowering Governance with Strategic Expertise: The Co-option Policy Approach

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In an evolving organisational environment, the ability to harness specialised knowledge is a valuable tool for boards. Developing a Co-option Policy for your organisation demonstrates a proactive strategy to bolster the board’s expertise, ensuring informed governance and agile strategic decision-making.

The Rationale Behind a Co-option Policy

The policy serves as a blueprint for incorporating external proficiency into the Board, complementing its existing capabilities and addressing the specific needs that arise within your organisation or area of operation.

The co-option process must adhere strictly to the organisation’s governing documents, ensuring legality and alignment with the foundational principles of the organisation. For this reason, an addition to your Rules or Constitution stating that the Board can co-opt members in accordance with the organisation’s Co-option policy is worthwhile.

The Co-option Process

The selection of co-opted members is based on criteria that align with the organisation’s strategic objectives, including professional background, educational achievements, and industry certifications.

A systematic approach is employed, from identifying candidates to integrating them into the Board. This includes a Nominations Committee responsible for vetting potential experts and a detailed Memorandum of Understanding outlining their roles and responsibilities.

Roles, Responsibilities, and the Term of Service

Co-opted members provide non-voting strategic advice and are expected to actively participate in discussions, bringing their unique insights to the forefront of decision-making.

The term is clearly defined, with provisions for renewal based on the ongoing relevance of the expertise and a mutual agreement between the co-opted member and the Board. However, the period of appointment should never extend beyond the next AGM as the Board’s composition may change and the co-opted member may no longer be required.

Induction, Integration, and Performance Evaluation

Newly co-opted experts receive comprehensive induction packs and are integrated into the Board through orientation sessions, ensuring they contribute effectively from the outset. They also are added to email distribution lists where necessary and provided with appropriate levels of computer network access to files and information.

An exit review process captures valuable feedback from the co-opted member, contributing to the continuous improvement of the co-option process. This is a valuable function of the Board and similar to completing exit interviews for Board members when they depart.

Ethical Considerations and Conflict of Interest

Co-opted members are trained to identify and manage conflicts of interest, and a Register of Interests is maintained to ensure transparency and ethical conduct. Conflicts of interest can be real and perceived and the Board should always rule on whether one exists or not.

Policy Review and Adaptation

The Co-option Policy ideally undergoes bi-annual reviews by the Governance Committee, ensuring it remains effective and reflects the latest governance standards and organisational needs.

Sample Headings for Co-option Policy

Provided below is a suggested Table of Contents for a Co-option policy

Figure 1: Suggested Table of Contents of a Co-option Policy

Suggested index of Co-option policy
Source: Developed by the author


The existence of a Co-option Policy is a testament to an organisation’s commitment to strategic governance. Having the ability to co-opt members by carefully selecting and integrating external expertise, the Board is better equipped to navigate the complexities of its role in the community. This will ultimately lead to more robust and forward-thinking leadership and improved outcomes for the organisation and its stakeholders.

If you would like assistance with developing your own Co-option policy, or any other governance assistance, please feel free to reach out and have a discussion.



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