Constitution
Version 28: November 2020
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TABLE OF CONTENTS
1 Definitions 4 2 Name 7 3 Principal purpose 7 4 Other Purposes 7 5 Powers 7 6 Framework 7 6.2 Members 7 6.3 Council of Governors 8 6.4 Board of Directors 8 6.5 General provision 8 7 Membership 8 7.7 Public constituency 9 7.8 Staff constituency 10 7.9 Restriction on membership 10 7.10 Termination of membership 11 7.11 Voting at Governor elections 11 8 Council of Governors 11 8.4 Public Governors 12 8.5 Staff Governors 12 8.6 Partner Governors 13 8.7 CCG Governors 13 8.8 Local Authority Governors 13 8.9 Education Governors 14 8.10 Voluntary Sector Governors 14 8.11 Election of Governors 14 8.12 Disqualification from being a Governor 15 8.13 Eligibility, termination of office and removal of Governors 15 8.14 Vacancies 16 8.15 Duties, roles and responsibilities of the Council of Governors 17 8.16 Standing orders 18 9 Board of Directors 19 9.3 Vacancies for the Chair and Non-Executive Directors 19 9.4 Executive Directors’ terms of office 20 9.5 Disqualification from being a Director 20 9.6 Duties, roles and responsibilities of the Board of Directors 21
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10 Meetings 22 10.1 Meetings of the Council of Governors 22 10.2 Meetings of the Board of Directors 23 10.3 Annual Members’ Meeting 23 10.4 Committees and sub-committees 24 10.5 Remuneration and expenses 24 11 Declarations of interests 24 12 Registers 27 12.3 Register of Members 27 12.4 Register of members of the Council of Governors 27 12.5 Register of interests of the Members of the Council of 28 Governors 12.6 Register of the Members of the Board of Directors 28 12.7 Register of interests of the Members of the Board of Directors 28 13 Public documents 28 14 Auditor 29 15 Audit and Risk Committee 29 16 Accounts 29 17 Annual report, forward plans and non-NHS work 30 18 Indemnity 31 19 Instruments etc. 32 20 Communication between the Council of Governors and the Board 32 of Directors 20 Amendment of the Constitution 32 21 Merger, acquisition, separation or dissolution of the Trust 33 22 Significant transactions 33
Annex 1 Area and Public Constituencies of the Trust Annex 2 The Staff Constituency Annex 3 Local authorities authorised for the purposes of appointing Local Authority Governors Annex 4 Annual Members Meeting Annex 5 Model Election Rules Annex 6 Standing orders for the practice and procedure of the Council of Governors Annex 7 Standing orders for the practice and procedure of the Board of Directors
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1 Definitions:
1.1 In this Constitution
" the 2006 Act" means the National Health Service Act 2006 and other Acts that may be introduced from time to time.
"the 2012 Act" means the Health and Social Care Act 2012.
“Accounting Officer” means the person who from time to time discharges the function specified in section 25(5) of schedule 7 to the 2006 Act.
“Annual Accounts” refers to the annual financial accounts and annual quality accounts of the Trust.
“Area (of the Trust)” means the area consisting of all the areas specified in Annex 1 as an area for a Public Constituency.
“Board of Directors” means the Board of Directors of the Trust as constituted in accordance with the terms of this Constitution.
"CCG Governor" means a Member of the Council of Governors appointed by one or more clinical commissioning groups whose area includes the whole or part of the Area of the Trust.
“Chair” means the Chair of the Board of Directors and the Council of Governors.
“Chief Executive” means the Chief Executive Officer of the Trust appointed in accordance with the terms of this Constitution.
“Class” means a Class of membership within the Staff Constituencies as set out in section 4(3) of schedule 7 to the 2006 Act.
“Code of Conduct” means any code of conduct published by The Trust and amended from time to time to govern or guide the conduct of Governors, Directors or Officers of the Trust.
“Constitution” means this Constitution and all annexes to it.
“Council of Governors” means the Council of Governors as constituted in accordance with this Constitution.
“Deputy Chair” means
a. in relation to the Council of Governors – a Public Governor appointed as a Deputy Chair by the Council of Governors who will preside over a meeting of the Council of Governors when the Chair is absent from the meeting or when the Chair declares a conflict of interest which precludes them from presiding as Chair at the meeting;
b. in relation to the Board of Directors – a Non-Executive Director appointed as Deputy Chair by agreement with the Council of Governors who will preside over a meeting of the Board of Directors when the Chair is absent or when the Chair declares a conflict of
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interest which precludes them from presiding as Chair at that meeting.
“Director” means a Member of the Board of Directors.
“Education Governor” means a Member of the Council of Governors appointed by the Universities of Sheffield and Derby as partnership organisations because they do not fall within section 9(6) of schedule 7 to the 2006 Act.
“Election” means an election by a Constituency, or by a Class within a Constituency, to fill a vacancy among one or more posts on the Council of Governors.
“Executive Director” means an Executive Director of the Board of Directors including the Chief Executive where the context so permits.
“Financial Year” means each successive period of twelve months beginning with 1 April.
“Governor” means a Member of the Trust elected or appointed as a Member of the Council of Governors, according to the arrangements applicable to that Class of membership of the Council.
“Health Service Body” means a body referred to in section 65(1) of chapter 5 part 2 of the 2006 Act.
"License" means the Trust's Provider license granted by NHS I/E under the 2012 Act.
“Local Authority Governor” means a Member of the Council of Governors appointed by one or more local authorities whose area includes the whole or part of the Area of the Trust.
"Member" means a Member of the Trust.
"NHS I/E" means the body corporate known as NHS Improvement/England, as provided by Section 61 of the 2012 Act. “Non-Executive Director” means a Non-Executive Director of the Board of Directors including the Chair where the context so permits.
“DVA” means the co-ordinating body for voluntary organisations serving Derbyshire.
“Partnership Governor” means a Member of the Council of Governors appointed by partnership organisations, i.e. the Universities of Sheffield and Derby, NHS North Derbyshire Commissioning Group, NHS Hardwick Clinical Commissioning Group, local authorities and the voluntary sector.
“Public Constituency” means those constituencies referred to in Annex 1 and “Public Constituency” shall mean each of those Constituencies singly and all of them collectively.
“Public Governor” means a Member of the Council of Governors elected by the Members of the Public Constituency.
Safeguarding Registers means the registers maintained for the purposes of section 1of the Protection of Children Act 1999, part 7 of the Care Standards Act 2000 and part II of the Sexual Offences Act 2003, and the List maintained under part 8 of the Education Act 2002; or the successive arrangements to the
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foregoing to be made pursuant to the Safeguarding of Vulnerable Groups Act 2006.
"Secretary" means the Foundation Trust Secretary or any other person appointed to perform the duties of secretary to the Trust, including a joint, assistant or deputy secretary, hereinafter to be referred to as the Secretary.
“Senior Independent means the independent Non-Executive Director who is available to Director” (SID) Directors and Governors if they have concerns which contact with the Chair has failed to resolve or for which such contact is inappropriate; and who may also be the Deputy Chair of the Board of Directors.
“Staff Constituency” means that part of the Trust’s membership consisting of the staff of the Trust and which is divided into the Classes as provided for in this Constitution.
“Staff Governor” means a Member of the Council of Governors elected by the Members of the relevant Class within the Staff Constituency in accordance with the provisions of this Constitution.
“Trust” means Chesterfield Royal Hospital NHS Foundation Trust.
“Voluntary Sector means a Member of the Council of Governors appointed by the voluntary Governor” sector.
1.2 Unless the contrary intention appears or the context otherwise requires, words or expressions contained in this Constitution bear the same meaning as in the 2006 Act.
1.3 References in this Constitution to legislation include all amendments, replacements, or re- enactments made, and all regulations, statutory guidance or directions.
1.4 Headings are for ease of reference only and are not to affect interpretation.
1.5 Words importing the masculine gender shall include the feminine gender and words importing the singular shall include the plural and vice-versa.
1.6 References in this Constitution to paragraphs are to paragraphs in this Constitution.
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2 Name
2.1 The name of this Trust is to be “Chesterfield Royal Hospital NHS Foundation Trust”.
3 Principal purpose
3.1 The Trust’s principal purpose is the provision of goods and services for the purposes of the health service in England.
3.2 The Trust does not fulfil its principal purpose unless, in each Financial Year, its total income from the provision of goods and services for the purposes of the health service in England is greater than its total income from the provision of goods and services for any other purposes.
4 Other Purposes
4.1 The Trust may provide goods and services for any purposes related to:
4.1.1 the provision of services provided to individuals for or in connection with the prevention, diagnosis or treatment of illness; and
4.1.2 the promotion and protection of public health.
4.2 The Trust may also carry on activities other than those mentioned in paragraph 4.1 above for the purpose of making additional income available in order better to carry out its principal purpose.
4.3 The profits or surpluses of the Trust are not to be distributed (either directly or indirectly) amongst Members.
4.4 The Trust shall exercise its functions effectively, efficiently and economically.
5 Powers
5.1 The powers of the Trust are set out in the 2006 Act.
5.2 All the powers of the Trust shall be exercised by the Board of Directors on behalf of the Trust.
5.3 Any of these powers may be delegated to a committee of Directors or to an Executive Director,
6 Framework
6.1 The following paragraphs describe the arrangements for supporting the governance arrangements within the Trust and set out the respective roles of the Members, Governors and Directors.
6.2 Members
6.2.1 Members may vote at the Elections to the Council of Governors. They may take part in consultation and opinion testing exercises, conducted by the Trust, and attend open meetings of the Trust.
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6.2.2 A Member can stand for Election to the Council of Governors.
6.2.3 A Member will receive care and treatment in the Trust on exactly the same basis as any other NHS patient (that is, whether they are a Member or not).
6.2.4 Members will not be required to pay a subscription.
6.2.5 The Council of Governors may ask Members for their views.
6.2.6 Members of the Public Constituency are eligible for appointment as Non-Executive Directors, including appointment as the Chair.
6.3 Council of Governors
6.3.1 The Trust has a Council of Governors and it consists of Public Governors, Staff Governors, CCG Governors, Local Authority Governors, Education Governors, and Voluntary Sector Governors.
6.3.2 The Council of Governors will have the roles and responsibilities set out in paragraph 8 of this Constitution.
6.3.3 Public Governors shall be elected by the Members of the Public Constituency as provided for in paragraph 8.4 and Staff Governors shall be elected by the Classes of the Staff Constituency as provided for in paragraph 8.5. Other Governors will be appointed in accordance with the provisions of paragraph 8.6 to 8.10 of this Constitution.
6.3.4 All Governors, in discharging their roles and responsibilities under the 2006 Act and under this Constitution, shall act at all times in the best interests of the Trust.
6.4 Board of Directors
6.4.1 The Trust shall be managed by the Board of Directors, who shall exercise all the powers of the Trust subject to any contrary provisions of the 2006 Act as given effect by this Constitution
6.4.2 The Board of Directors will have the roles and responsibilities set out in paragraph 9 of this Constitution.
6.5 General provision
6.5.1 Any dispute or complaint arising from the application of the procedures set out in the Constitution, or any aspect of the membership or Election arrangements for the Trust will be resolved by the Secretary, in consultation with the Chair and Chief Executive.
7 Membership
7.1 The Trust is to have two membership constituencies, namely
a) A Public Constituency (comprising seven separate Public Constituencies); and
b) A Staff Constituency (comprising five Classes).
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7.2 A person who is a Member of a Constituency, or of a Class within that Constituency, may not (while that membership continues), be a Member of any other Constituency or Class.
7.3 A person may become a Member by application to the Trust in accordance with this Constitution or, where so provided for in this Constitution, by being invited by the Trust to become a Member of a Class of the Staff Constituency in accordance with paragraph 7.5 below.
7.4 Where a person applies to become a Member, the Trust shall consider their application for membership as soon as reasonably practicable following its receipt and unless that person is ineligible or is disqualified from membership, the Secretary shall cause their name to be entered forthwith in the register of Members and that person shall there upon become a Member.
7.5 Where a person is invited by the Trust to become a Member of a Class of the Staff Constituency in accordance with paragraph 7.8.1, that person shall automatically become a Member and shall have their name entered on the register of Members unless within the period specified in the said invitation, that person has informed the Trust that they does not wish to become a Member.
7.6 Any person shall become a Member on the date upon which their name is entered on the register of Members and that person shall cease to be a Member upon the date on which their name is removed from the register of Members as provided for in this Constitution.
7.7 Public Constituency
7.7.1 There are seven Public Constituencies, each based on local authority electoral areas, as set out in Annex 1. Each Public Constituency is to be known by the name listed in Annex 1. Members of the Trust who are Members of any of the Public Constituencies listed in Annex 1 are to be persons:
a) who live in that area of the Public Constituency as set out in Annex 1 and whose names appear on the electoral roll for their place of residence which shall be within that said area,
b) who are not Members of any other Constituency and are not otherwise disqualified from membership under paragraph 7.9, and
c) who have made an application for membership to the Trust.
7.7.2 Membership of a Public Constituency is available to persons who satisfy the criteria at paragraph 7.7.1. The Trust is to ensure as far as reasonably practicable, taken as a whole, that the actual membership of each of the Trust’s Public Constituencies is representative of those eligible for membership.
7.7.3 In deciding which areas are to be areas for the Public Constituencies, the Trust will have regard to the need for those eligible for such membership to be representative of those to whom the Trust provides services.
7.7.4 The minimum number of Members required for each Public Constituency is given in Annex 1.
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7.8 Staff Constituency
7.8.1 Members of the Staff Constituency are to be persons:
a) who hold an employment contract with the Trust, or
b) are not so employed but who nevertheless exercise functions for the purposes of the Trust and;
c) who satisfy the minimum duration requirements set out in paragraph 3(3) of schedule 7 to the 2006 Act that is to say: i) in the case of individuals described at (a) above who (aa) Are employed by the Trust under a contract of employment which has no fixed term or a fixed term of at least 12 months, or, (bb) Have been continuously employed by the Trust for at least 12 months; ii) in the case of individuals described at (b) above, who have exercised the functions for the purposes of the Trust for at least a continuous period of 12 months and do so either under an honorary contract with the Trust and are acknowledged in writing by the Trust as so doing for the purposes of this paragraph or who are the staff of contractors who work at the Trust providing services that the Trust would otherwise provide itself; and,
d) are not disqualified for membership under paragraph 7.9.1 below;
e) who have been invited by the Trust to become Member of the relevant Class of the Staff Constituency and have not, within a period of 14 days commencing with the date of the said invitation, notified the Trust in writing that they do not wish to become a Member.
7.8.2 The Staff Constituency is divided into five Classes as follows, and each description of individuals being specified within Annex 2 and being referred to as a class within the Staff Constituency:
a) Medical and Dental Class
b) Nursing and Midwifery Class
c) Allied Health Professionals, Pharmacists and Scientists Class
d) Primary Care Class
e) All Other Staff Class
7.9 Restriction on membership
7.9.1 A person is restricted from being a Member of the Trust if:
a) they is under the age of 16, or
b) they does not live within the Area of the Trust.
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7.9.2 It is the responsibility of each Member, not the Trust, to ensure their eligibility, but the Secretary will take reasonable steps to verify eligibility from the information collected through membership registrations, and where the Trust is on notice that a Member may have ceased to be eligible for membership, the Secretary shall carry out all reasonable enquires to establish if this is the case.
7.10 Termination of membership
7.10.1 A Member shall cease to be a Member if they:
a) resigns by notice to the Secretary;
b) ceases to fulfil the requirements of paragraph 7.7 or 7.8;
c) becomes disqualified from membership by reason of paragraph 7.9.1(b)
7.11 Voting at Governor Elections
7.11.1 A person may not vote at an Election for a Public Governor unless at the time of voting they has made a declaration in the specified form that they is a Member of the Public Constituency.
7.11.2 In relation to the Public Constituency, it is an offence, under section 60(6) of the 2006 Act, to knowingly or recklessly make such a declaration that is false in a material particular.
7.11.3 A person entitled to vote for a Staff Governor shall make a similar declaration to that at 7.11.1 above save that paragraph 7.11.2 will not apply in such a case.
8 Council of Governors
8.1 The Council of Governors shall comprise 31 Governors and the Chair shall preside. More than half the Council of Governors must be from the Public Constituency.
8.2 Only persons elected or appointed under the provisions of paragraphs 8.4, 8.5, 8.7, 8.8, 8.9 and 8.10 may serve as Members of the Council of Governors. The composition of the Council of Governors shall be as follows:
a) 18 Public Governors elected in accordance with paragraph 8.4;
b) 5 Staff Governors to be elected - one from each Class of the Staff Constituency - in accordance with paragraph 8.5;
c) 1 CCG Governors appointed in accordance with paragraph 8.7;
d) 3 Local Authority Governors appointed in accordance with paragraph 8.8;
e) 2 Education Governors appointed in accordance with paragraph 8.9;
f) 2 Voluntary Sector Governors appointed in accordance with paragraph 8.10.
8.3 The normal term of office for a Governor is three years. However, the Trust may specify a shorter duration of appointment or re-appointment for an elected or appointed Governor in order to:
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a) Secure the continuity of council membership;
b) Align the starting and finishing dates of appointment;
- provided this is done in advance of the election or the appointment.
8.4 Public Governors
8.4.1 Members of the Public Constituency may elect any of their number to be a Public Governor from within their Constituency in accordance with the Model Election Rules.
8.4.2 A subsequent variation of the Model Election Rules by the Department of Health & Social Care shall not constitute a variation of the terms of this constitution for the purposes of paragraph 20 of the constitution (amendment of the constitution).
8.4.3 Members of the Public Constituency may stand for Election as a Public Governor for that Public Constituency.
8.4.4 If contested, the Election must be by secret ballot.
8.4.5 A Member of the Public Constituency standing for Election as a Public Governor must make a declaration as to their eligibility in accordance with section 60(2) of the 2006 Act. Under section 60(6) of the 2006 Act it is an offence to knowingly or recklessly make a declaration which is false in a material particular.
8.4.6 A Public Governor:
a) shall hold office for a period of three years;
b) is eligible for re-election at the end of that period;
c) can be re-elected on two subsequent occasions but may serve no more than a maximum of nine years;
d) ceases to hold office if they ceases to be a Member of the Trust.
8.5 Staff Governors
8.5.1 Members of a Class of the Staff Constituency may elect any of their number to be a Staff Governor from within their Class according to the Model Election Rules. The Model Election Rules are set out in Annex 5.
8.5.2 Members of the Staff Constituency may stand for Election as a Staff Governor.
8.5.3 If contested, the Election must be by secret ballot.
8.5.4 Under section 60(6) of the 2006 Act it is an offence to knowingly or recklessly make a declaration, which is false in a material particular.
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8.5.5 A Staff Governor:
a) shall hold office for up to three years;
b) is eligible for re-election at the end of that period;
c) can be re-elected on two subsequent occasions but may serve no more than a maximum of nine years;
d) ceases to hold office if they ceases to be a Member of the class.
8.6 Partner Governors
8.6.1 The arrangements by which the organisations referred to at paragraphs 8.2(c) to 8.2(f) may appoint Members of the Council of Governors are described in paragraphs 8.7 to 8.10.
8.6.2 If and to the extent that an organisation referred to at paragraphs 8.2(c) to 8.2(f) fails to make an appointment within three months of being invited to do so by the Trust, the Trust may seek an appointment from an alternative organisation which in the Trust’s opinion has similar objects or provides similar goods or services to the organisation for which it shall stand in substitution.
8.6.3 The appointment of a partner Governor also includes the appointment of an appropriate deputy.
8.7 Clinical Commissioning Group (CCG) Governor
8.7.1 A CCG Governor:
a) shall hold office for a period of up to three years;
b) is eligible for appointment at the end of that period;
c) can be reappointed on two subsequent occasions but may serve a maximum of nine years;
d) ceases to hold office if the CCG which has appointed them withdraws its appointment of them.
8.8 Local Authority Governors
8.8.1 The Derby and Derbyshire Strategic Leadership Forum (or any alternative body notified to the Trust for this purpose) will at the request of the Trust coordinate the appointment of three Local Authority Governors to represent those Local Authorities listed in Annex 3 in accordance with the provisions of that Annex and a process of appointment agreed with the Secretary.
8.8.2 A Local Authority Governor:
a) shall hold office for a period of up to three years;
b) is eligible for appointment at the end of that period;
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c) can be reappointed on two subsequent occasions but may serve a maximum of nine years;
d) ceases to hold office if a Local Authority which has appointed them withdraws its appointment of them.
8.9 Education Governors
8.9.1 Education Governors are to be appointed by the Universities of Sheffield and Derby, in accordance with a process agreed with the Secretary. Each University will appoint one Education Governor.
8.9.2 An Education Governor:
a) shall hold office for a period of up to three years;
b) is eligible for appointment at the end of that period;
c) can be reappointed on two subsequent occasions but may serve a maximum of nine years;
d) ceases to hold office if a University which has appointed them withdraws its appointment of them.
8.10 Voluntary Sector Governors
8.10.1 Derbyshire Voluntary Action (DVA) will appoint two Voluntary Sector Governors in accordance with a process of appointment agreed with the Secretary.
8.10.2 A Voluntary Sector Governor:
a) shall hold office for a period of up to three years;
b) is eligible for appointment at the end of that period;
c) can be reappointed on two subsequent occasions but may serve a maximum of nine years;
d) ceases to hold office if a voluntary organisation which has appointed them withdraws its appointment of them.
8.11 Election of Governors
8.11.1 Elections for elected Members of the Council of Governors shall be conducted in accordance with the Model Election Rules.
8.11.2 The Model Election Rules as published from time to time by the Department of Health & Social Care form part of this constitution. The Model Election Rules current at the date of the Trust’s Authorisation are attached at Annex 5.
8.11.3 A subsequent variation of the Model Election Rules by the Department of Health & Social Care shall not constitute a variation of the terms of constitution for the purposes of paragraph 20 of the constitution (amendment of the constitution).
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8.12 Disqualification from being a Governor
8.12.1 A person may not become a Governor (and if already holding office shall immediately cease to do so) if:
a) they are a Director of the Trust or a Governor or Director of another NHS Foundation Trust;
b) they have been adjudged bankrupt or their estate has been sequestrated and in either case they has not been discharged;
c) they have made a composition or arrangement with, or granted a Trust deed for, their creditors and has not been discharged in respect of it;
d) they have within the preceding five years been convicted in the British Islands of any offence, and a sentence of imprisonment (whether suspended or not) for a period of three months or more (without the option of a fine) was imposed on them;
e) they have in the preceding ten years been dismissed by the Trust, its predecessor or another organisation on any grounds other than redundancy or ill health;
f) their name has been placed on a Safeguarding Register in connection with the protection of children and vulnerable adults or with sexual offences.
8.12.2 Where a person appointed as a Governor becomes disqualified from serving in that capacity by virtue of paragraph 8.12.1, they shall notify the Secretary in writing without delay.
8.13 Eligibility, termination of office and removal of Governors
8.13.1 A person holding office as a Governor shall cease to do so if:
a) they resign by giving notice in writing to the Secretary
b) in the case of a Public Governor they ceases to be a Member of the Public Constituency by which they were elected;
c) in the case of a Staff Governor , they cease to meet the criteria as defined in paragraph 7.8.1 or ceases to be a Member of the Class of the Staff Constituency by which they were elected;
d) in the case of a CCG Governor, Local Authority Governor, University Governor or Voluntary Sector Governor, the organisation which has appointed them withdraws their appointment of them or, if that appointment arises from their employment by the appointing organisation, they cease to be employed by the appointing organisation;
e) they are a person whose tenure of office as a Chair of Member or Director of a Health Service Body has been terminated on the grounds that their appointment is not in the interests of the health service, for non-attendance at meetings, or for non- disclosure of a pecuniary interest;
f) they are incapable by reason of mental disorder, illness or injury of managing and administering their property and affairs;
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g) they have failed to abide by the terms of any declaration made on nomination or appointment, or of any code of values and principles which the Trust may publish from time to time;
h) they are a vexatious complainant, in that, in the opinion of the Board of Directors, they have persistently and without reasonable grounds, made an unjustified complaint which has the effect of subjecting the Trust (or any of its staff, agents, patients or carers) to inconvenience, harassment or expense;
i) they have failed to declare an interest in accordance with Standing Orders or, contrary to the Standing Orders, has voted at a meeting on a matter on which they has an interest, or has failed to declare any interest to the Secretary as required by this Constitution or the Standing Orders; in this context ‘interest’ includes a pecuniary and a non-pecuniary interest, whether direct or indirect;
j) they have been excluded from the Trust’s premises because of abusive or violent behaviour; or they have failed to comply with or otherwise contravened the Trust’s policy,’ Withholding treatment and exclusion from premises of violent and abusive patients’ (as amended from time to time), and has been so notified to that effect by the Chief Executive;
k) their name has been placed on a Safeguarding Register in connection with the protection of children and vulnerable adults or with sexual offences;
l) they are a Member of a Local Authority Overview and Scrutiny Committee for Health (Social Affairs and Health Scrutiny Commission);
m) they are an Officer or Member of the governing body of Healthwatch or its successor bodies.
8.13.2 Where a person appointed as a Governor ceases to be eligible to serve in that capacity by virtue of paragraph 8.13.1 they shall notify the Secretary in writing without delay.
8.13.3 Consideration will be given to the removal of a Governor if there is a breach of the:
a) requirements for attendance at Council of Governors’ meetings set by the Council of Governors; or
b) eligibility criteria as contained within the legislation and as set out in paragraphs 8.12.1 and 8.13.1 above; or
c) the requirements of the Trust’s code of conduct for Governors.
8.13.4 Removal will require the approval of a majority of the Council of Governors.
8.13.5 The Governor concerned will be eligible to make representation to the Council of Governors but not to vote on any resolution relating to their removal or any associated issue.
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8.14 Vacancies
8.14.1 Where the membership of any Member of the Council of Governors ceases for one of the reasons set out in paragraph 8.12 or paragraph 8.13 above, Public and Staff Governor vacancies shall be filled in accordance with the process set out in paragraph 8.14.2 to 8.14.5 below.
8.14.2 Where an elected Public or Staff Governor ceases to hold office within six months of their Election, or alternatively where an unrelated vacancy arises in the same Public Constituency or Class of a Staff Constituency as that in which an Election has been held in the preceding six months, the Trust shall offer the candidate who is not currently a Governor, who secured the second highest number of votes in the last Election for the Public Constituency or Class of the Staff Constituency in which the vacancy has arisen (“the reserve candidate”), the opportunity to assume the vacant office for the unexpired balance of the retiring Governor’s term of office. If that reserve candidate does not accept the invitation to fill the vacancy it will then be offered to the next reserve candidate who secured the next highest number of votes until the vacancy is filled.
8.14.3 If no reserve candidate is available or willing to fill the vacancy, or if the vacancy occurs more than six months after the retiring Governor’s appointment or the last Election for that Public Constituency or Class of the Staff Constituency in question, an Election will then be in accordance with the Model Election Rules, save that if an Election is due to be held within six months of the vacancy having arisen, the office will stand vacant until the next scheduled Election, unless this would cause the aggregate number of Public Governors to be less than half the total membership of the Council of Governors. In that event an Election will be held in accordance with the Model Election Rules as soon as reasonably practicable.
8.14.4 The returning officer under the Model Election Rules shall maintain a record of votes cast at each Election for the above purposes and the returning officer shall conduct or shall oversee the conducting of the process set out in the preceding paragraphs.
8.14.5 CCG Governors, Education Governors, Local Authority Governors, and Voluntary Sector Governors are to be replaced in accordance with the processes agreed with the appointing organisations. The initial term of office of a replacement Governor shall be the unexpired balance of the retiring Governor’s term of office.
8.15 Duties, roles and responsibilities of the Council of Governors
8.15.1 The general duties of the Council of Governors are:
a) to hold the Non-Executive Directors individually and collectively to account for the performance of the Board of Directors; and
b) to represent the interests of the Members of the Trust as a whole and the interests of the public.
8.15.2 The Trust must take steps to secure that the Governors are equipped with the skills and knowledge they require in their capacity as such.
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8.15.3 The Council of Governors will:
a) approve at a general meeting the remuneration and allowances and other terms and conditions of the Chair and Non-Executive Directors;
b) appoint or dismiss at a general meeting the Chair or other Non-Executive Directors;
c) appoint or replace at a general meeting the Trust’s auditors;
d) approve at a general meeting the appointment of the Chief Executive;
e) provide the views of the Council of Governors to the Board of Directors for the purposes of preparation by the Board of Directors of the document containing the information as to the Trust’s forward planning in respect of each Financial Year to be given to NHS I/E;.
f) respond appropriately when asked for its views by the Board of Directors in accordance with this Constitution;
g) be presented with the annual accounts, auditors’ report and the annual report at the Annual Members Meeting;
h) receive and consider the views of the Members on matters of significance to the future plans of the Trust;
i) to approve any merger, acquisition, separation or dissolution application in respect of the Trust before the application is made to NHS I/E and the entering into of significant transactions.
8.15.4 The removal of the Chair or a Non-Executive Director shall require the approval of three- quarters of the Council of Governors;
8.15.5 The Council of Governors may appoint committees and sub-committees consisting of Governors to advise and assist the Council of Governors in carrying out its functions.
8.16 Council of Governors – standing orders
8.16.1 The standing orders for the practice and procedure of the Council of Governors are attached as annex 6.
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9 Board of Directors
9.1 The Trust is to have a Board of Directors. It is to consist of Executive Directors and Non-Executive Directors
9.2 Composition of the Board of Directors:
9.2 (a) The Board of Directors is to comprise:
i a Non-Executive Chair;
ii no fewer than five and no more than eight other Non-Executive Directors;
iii no fewer than five and no more than eight Executive Directors.
9.2 (b) The Executive Directors are to include:
i. a Chief Executive, who shall also be the Accounting Officer;
ii. a Director of Finance and Contracting;
iii. a Medical Director, who shall be a registered medical practitioner or a registered dentist within the meaning of the Medical Act 1983 or the Dentists Act 1984 (as the case may be);
iv. a Director of Nursing and Patient Care, who shall be a registered nurse or a registered midwife.
9.2 (c) The number of Executive Directors posts will not exceed the number of Non-Executive Director posts (including that of Chair). In the event that the number of Non-Executive Directors (including the Chair) is equal to the number of Executive Directors, the Chair shall have a second and casting vote at meetings of the Board of Directors where the number of votes for and against a motion is equal.
9.2 (d) Subject to Paragraph 16 of Schedule 7 to the 2006 Act, the Board of Directors shall:
i decide any change to the title or function of the posts designated as Executive Director posts; and
ii determine any change in the number of Executive and Non-Executive Directors, provided that any change in the number of Executive and Non-Executive Directors is within the range set out in paragraph 9.2 (a) above.
9.3 Vacancies for the Chair and Non-Executive Directors
a) Vacancies for appointment as Chair or Non-Executive Director may be advertised.
b) Where the term of office of the Chair or a Non-Executive Director has expired and they are eligible to hold office for a further term, they may be considered for re- appointment.
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c) The Chair and Non-Executive Directors shall be eligible to serve as a Director the shorter of a maximum of nine years or three terms of office.
d) Only Members of the Public Constituencies are eligible to serve or continue as Chair or Non-Executive Director.
9.4 Executive Directors’ terms of office
9.4.1 The terms and conditions of office for all Executive Directors shall be decided by the remuneration committee of the Board of Directors, comprising the Chair and other Non- Executive Directors.
9.4.2 Chief Executive
a) The Chief Executive shall be appointed by an appointment committee convened for the purpose of appointing the Chief Executive and that committee shall consist of the Chair and one or more (but not all) of the other Non-Executive Directors.
b) The appointment of a Chief Executive shall require the approval of the Council of Governors at a general meeting.
9.4.3 Executive Directors
The Executive Directors, other than the Chief Executive, shall be appointed by an appointment committee convened for the purpose of appointing the Executive Director(s) which shall consist of the Chair, the Chief Executive, and one or more (but not all) of the other Non-Executive Directors, and be led by the Chief Executive.
9.4.4 On termination of their contract of employment, an Executive Director shall cease to be a Member of the Board of Directors.
9.4.5 If an Executive Director is suspended from their contract of employment or is on long- term sick leave, the Chair and Non-Executive Directors in the case of the Chief Executive, and the Chief Executive in the case of the other Executive Directors, may appoint another person as an Executive Director in an acting capacity in their place.
9.5 Disqualification from being a Director
9.5.1 All organisations regulated by the Care Quality Commission need to ensure that Directors meet Regulation 5 of The Health and Social Care Act 2008 (Regulated Activities) Regulations 2014.
The criteria that must be met by a Director of an NHS body are as follows:
a) the individual is of good character;
b) the individual is able by reason of their health, after reasonable adjustments are made, of properly performing tasks which are intrinsic to the office or position for which they are appointed or to the work for which they are employed;
c) the individual has the qualifications, competence, skills and experience which are necessary for the relevant office or position or the work for which they are employed;
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d) the individual has not been responsible for, been privy to, contributed to or facilitated any serious misconduct or mismanagement (whether unlawful or not) in the course of carrying on a regulated activity or providing a service elsewhere which, if provided in England, would be a regulated activity; and
e) none of the grounds of unfitness specified in Part 1 of Schedule 4 apply to the individual (e.g. bankruptcy, sequestration and insolvency, appearing on barred lists and being prohibited from holding directorships under other laws).
9.5.2 A person will fail the good character test and may not be a Director if they:
a) have been convicted in the United Kingdom of any offence or been convicted elsewhere of any offence which, if committed in any part of the United Kingdom, would constitute an offence;
b) have been erased, removed or struck-off a register of professionals maintained by a health care or social care regulator.
9.6 Duties, roles and responsibilities of the Board of Directors
9.6.1 The general duty of the Board of Directors and of each Director individually, is to act with a view to promoting the success of the Trust so as to maximise the benefits for the Members of the Trust as a whole and for the public.
9.6.2 All the powers of the Trust are to be exercisable by the Board of Directors on its behalf. Any of those powers may be delegated to a committee of Directors or to an Executive Director.
9.6.3 The Board of Directors will decide the strategic direction of the Trust, set the targets for the Trust’s performance and direct the management of the Trust.
9.6.4 The Board of Directors will establish a committee of Non-Executive Directors, as an audit and risk committee, to monitor, review and carry out such other functions in relation to the auditor and the audit functions of the Trust as appropriate.
9.6.5 The Board of Directors will establish a committee of Non-Executive Directors as a remuneration committee to decide the remuneration and allowances and other terms and conditions of office of the Executive Directors.
9.6.6 It is for the Chair and Non-Executive Directors to appoint or remove the Chief Executive. The appointment of the Chief Executive is subject to the approval of the Council of Governors. The removal of the Chief Executive is not subject to the approval of the Council of Governors.
9.6.7 It is for a committee comprising the Chair, Chief Executive and the other Non-Executive Directors to appoint or remove an Executive Director.
9.6.8 One of the Non-Executive Directors (excluding the Chair) is to be appointed by the Board of Directors as the Senior Independent Director.
9.6.9 The roles of Senior Independent Director and Deputy Chair may be held by the same Non-Executive Director.
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9.6.10 The Board of Directors is to prepare the information as to the Trust’s forward planning in respect of each Financial Year to be given to NHS I/E and in doing so shall have regard to the views of the Council of Governors.
9.6.11 The Directors are to present to the Council of Governors at a general meeting the annual accounts, any report of the auditor on them and the annual report.
9.6.12 The duties that a Director of the Trust has by virtue of being a Director include in particular:
a) a duty to avoid a situation in which the Director has (or can have) a direct or indirect interest that conflicts (or possibly may conflict) with the interests of the Trust; and
b) a duty not to accept a benefit from a third party by reason of being a Director or doing (or not doing) anything in that capacity.
9.6.13 The duty referred to in sub-paragraph 9.6.12a) is not infringed if:
a) the situation cannot reasonably be regarded as likely to give rise to a conflict of interest; or
b) the matter has been authorised in accordance with the Constitution.
9.6.14 The duty referred to in sub-paragraph 9.6.12b) is not infringed if acceptance of the benefit cannot reasonably be regarded as likely to give rise to a conflict of interest.
9.6.15 In sub-paragraph 9.6.12b), “third party” means a person other than:
a) the Trust; or
b) a person acting on its behalf.
9.6.16 The Trust’s policy on managing conflicts of interest, declarations of interests and the register of interests are covered in Section 11.
10 Meetings
10.1 Meetings of the Council of Governors
10.1.1 The Chair is to preside at meetings of the Council of Governors. In the absence of the Chair, or at the request of the Chair where the Chair may not preside at the meeting because of a conflict of interest, the Deputy Chair of the Council of Governors will preside at meetings, subject to paragraph 11.15.
10.1.2 A record of each meeting will be kept.
10.1.3 The Council of Governors is to meet at least three times a year.
10.1.4 The Council of Governors shall adopt standing orders, which shall set out the practices and procedures from the Council of Governors in accordance with section 14(1)(c) of schedule 7 to the 2006 Act.
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10.1.5 Meetings of the Council of Governors shall be open to Members of the public. Members of the public may be excluded from a meeting for special reasons.
10.1.6 A general meeting shall be held prior to 31 October each year at which the Council of Governors is to be presented with the annual accounts, any report of the auditor on them and the annual report.
10.1.7 A Governor may only vote at a meeting of the Council of Governors if they are not within paragraphs 8.12.1 and 8.13.1 and, in the case of a Public Governor or Staff Governor, if they are a Member of the Trust.
10.1.8 For the purposes of obtaining information about the Trust’s performance of its functions or the Directors’ performance of their duties (and deciding whether to propose a vote on the Trust’s or Directors’ performance), the Council of Governors may require one or more of the Directors to attend a meeting.
10.2 Meetings of the Board of Directors
10.2.1 The Chair of the Trust is to preside at meetings of the Board of Directors. In the absence of the Chair, or at the request of the Chair where the Chair may not preside at the meeting because of a conflict of interest, the Deputy Chair of the Board of Directors will preside at meetings, subject to paragraph 11.15.
10.2.2 A record of each meeting will be kept.
10.2.3 The Board of Directors shall adopt standing orders covering the proceedings and business of its meetings. The proceedings shall not be invalidated by any vacancy in its membership, or any defect in a Director’s appointment. The standing orders for the practice and procedure of the Board of Directors are attached at Annex 5.
10.2.4 Meetings of the Board of Directors shall be open to members of the public. Members of the public may be excluded from a meeting for special reasons.
10.2.5 Before holding a meeting, the Board of Directors must send a copy of the agenda of the meeting to the Council of Governors. As soon as practicable after holding a meeting, the Board of Directors must send a copy of the minutes of the meeting to the Council of Governors.
10.3 Annual Members' Meeting
10.3.1 The Trust shall hold an annual meeting of its Members (‘Annual Members’ Meeting’). The Annual Members’ Meeting shall be open to members of the public.
10.3.2 The following documents are to be presented to the Members at the Annual Members' Meeting by at least one Member of the Board of Directors in attendance:
a) the annual accounts;
b) any report of the auditor on them; and
c) the annual report.
10.3.3 The Trust may combine a meeting of the Council of Governors for the purposes of paragraph 10.1.6 with the Annual Members’ Meeting.
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10.3.4 Further provisions about the Annual Members Meet are set out in Annex 4.
10.4 Committees and sub-committees
10.4.1 Meetings of any committees and sub-committees of the Council of Governors shall not be open to the public.
10.5 Remuneration and expenses
10.5.1 Governors are not to receive remuneration for serving as Governors.
10.52 The Trust may pay travelling and other expenses to Governors at such rates as the Board of Directors may decide.
10.5.3 The remuneration and allowance for Non-Executive Directors set by the Council of Governors are to be published in the annual report.
10.5.4 The Secretary will set out guidelines for the Council of Governors on the remuneration and allowances for Non-Executive Directors.
11 Declaration of interests
11.1 Pursuant to section 20 of schedule 7 to the 2006 Act, a register of Directors’ interests and a register of Governors’ interests shall be kept by the Trust. Managing Conflicts of Interest in the NHS guidance came into force on 1 July 2017 and a single register of interests for the whole Trust is maintained and periodically published on the Trust’s website.
11.2 If a Director of the Trust has in any way a direct or indirect interest in a proposed transaction or arrangement with the Trust, the Director must declare the nature and extent of that interest to the other Directors.
11.3 Any declaration required by paragraph 11.2 must be made before the Trust enters into the transaction or arrangement.
11.4 In addition to paragraph 11.2, all existing Directors (including for the purposes of this Constitution, Non-Executive Directors) and Governors shall make a declaration of interests, even if that declaration is ‘nil’, on appointment or election and annually or as changes occur thereafter.
11.5 Interests which should be regarded as “relevant and material” and which, for the avoidance of doubt, should be included in the register are:
a) directorships, including non-executive directorships held in private companies or PLCs (with the exception of those of dormant companies).
b) ownership, part-ownership or directorship of private companies, business or consultancies likely or possibly seeking to do business with the NHS.
c) majority or controlling share holdings in organisations likely or possibly seeking to do business with the NHS.
d) position of authority in a charity or voluntary organisation in the field of health and social care.
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e) any connection with a voluntary or other organisation contracting for NHS services or commissioning NHS services.
f) any connection with an organisation, entity or company considering entering into or having entered into a financial arrangement with the NHS Foundation Trust, including but not limited to, lenders or banks.
11.6 If Directors or Governors have any doubt about the relevance or materiality of an interest, this should be discussed with the Chair or the Secretary.
11.7 At the time the interests are declared, they shall be recorded by the Secretary in the relevant register. If a declaration under this paragraph 11 proves to be, or becomes, inaccurate or incomplete, a further declaration must be made. Any changes in interests should be officially declared at the next meeting of the Board of Directors or the Council of Governors, as applicable, following the date of the change(s), through the presentation of the updated register.
It is for the Director or Governor, on becoming aware of the existence of a relevant or material interest, to inform the Secretary before or at the next general meeting of the Board of Directors or the Council of Governors. The Secretary shall amend the relevant register upon being so notified.
11.8 This paragraph 11 does not require a declaration of an interest of which the Director or Governor is not aware or where the Director or Governor is not aware of the transaction or arrangement in question.
11.10 The details of Directors’ and Governors’ interests are recorded in the Trust’s single register which is maintained throughout the year, the relevant extract, incorporating any changes declared, is made available as a paper for each meeting of the Board of Directors or the Council of Governors.
11.13 If during the course of a meeting of the Board of Directors or the Council of Governors a conflict of interest is established, the Director(s) or Governor(s) concerned should withdraw from the meeting and play no part in the relevant discussion or decision. For the avoidance of doubt, this includes voting on such an issue where a conflict is established.
11.14 If there is a dispute as to whether a conflict of interest does exist, the matter will be decided by a majority vote of the Governors or Directors (as the case may be) who are present at the meeting, with the Chair having the casting vote.
11.15 If, in relation to 11.14, the Chair has a conflict of interest, the Deputy Chair shall be entitled to exercise the casting vote. If the Deputy Chair has a conflict of interest, a Governor from the Public Constituency (in respect of the Council of Governors), or a Non-Executive Director (in respect of the Board of Directors), shall be nominated to preside and to exercise the casting vote, the nomination to be approved by a majority vote of those present at the meeting.
11.16 Having regard to paragraphs 10.6.1 and 10.6.2, any travelling or other expenses or allowances payable to a Governor in accordance with this Constitution shall not be treated as a pecuniary interest.
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11.17 Subject to any other provision of this Constitution, a Governor or Director shall be treated as having indirectly a pecuniary interest in a contract, proposed contract or other matter, if:
a) they, or a nominee of theirs, is a Director of a company or other body, not being a public body, with which the contract was made or is proposed to be made or which has a direct pecuniary interest in the other matter under consideration; or
b) they are a partner of, or is in the employment of, a person with whom the contract was made or is proposed to be made or who has a direct pecuniary interest in the other matter under consideration.
11.18 A Governor or Director shall not be treated as having a pecuniary interest in any contract, proposed contract or other matter by reason only:
a) of their membership of a company or other body, if they have no beneficial interest in any securities of that company or other body; or
b) of an interest in any company, body or person with which they are connected as mentioned in the preceding sub-paragraph which is so remote or insignificant that it cannot reasonably be regarded as likely to influence a Governor or Director in the consideration or discussion of or in voting on, any question with respect to that contract or matter.
11.19 Where a Governor or Director:
a) has an indirect pecuniary interest in a contract, proposed contract or other matter by reason only of a beneficial interest in securities of a company or other body, and
b) the total nominal value of those securities does not exceed £5,000 or one-hundredth of the total nominal value of the issued share capital of the company or body, whichever is the less, and
c) if the share capital is of more than one class, the total nominal value of shares of any one class in which they have a beneficial interest does not exceed one-hundredth of the total issued share capital of that class,
- the Governor or Director shall not be prohibited from taking part in the consideration or discussion of the contract or other matter or from voting on any question with respect to it, but this is without prejudice to their duty to disclose their interest.
11.20 The standing orders of the Council of Governors and the Board of Directors may make further provision in relation to interests and the requirement to declare an interest.
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12 Registers
12.1 The Trust is to have:
a) a register of Members showing, in respect of each Member, the Constituency or Class to which they belong;
b) a register of Members of the Council of Governors;
c) a register of interests of Members of the Council of Governors (held as part of the Trust’s single register);
d) a register of the Members of the Board of Directors;
e) a register of interests of the Members of the Board of Directors (held as part of the Trust’s single register).
12.2 The Secretary shall be responsible for compiling and maintaining the registers. Removal from any register shall be in accordance with the provisions of this Constitution. The Secretary shall update the registers with new or amended information as soon as is practical.
12.3 Register of Members
12.3.1 The Trust shall maintain a register of Members and all Members of any Public Constituency must complete and authorise a membership data form. The information gathered in the membership data form to be only such information as required for the purposes of engagement and in the format prescribed by the Secretary,
12.3.2 The Secretary shall maintain the register in two parts:
a) Part one shall include the name of each Member and the Constituency or Class to which they belong and shall be open to inspection by the public in accordance with Paragraph 13 of this Constitution.
b) Part two shall contain all the information from the application form and shall not be open to inspection by the public nor may copies or extracts from it be made available to any third party.
12.3.3 Notwithstanding this provision, the Trust shall extract such information as it needs in aggregate in order to satisfy itself, in accordance with Annex 1 of this Constitution, that the actual membership of the Trust is representative of those eligible for membership.
12.4 Register of Members of the Council of Governors
12.4.1 The Trust shall maintain a register of Members of the Council of Governors and the said register shall list:
a) the names of Members of the Council of Governors,
b) their category of membership of the Council,
c) for appointed Governors, the organisation by which they have been appointed, and
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d) an address through which they may be contacted (which may be via the Trust).
12.5 Register of interests of the Members of the Council of Governors.
12.5.1 The Trust shall maintain a register of interests of the Members of the Council of Governors and each Member of the Council of Governors shall complete and authorise a form, as prescribed by the Secretary, setting out any interests to be declared in accordance with the standing orders of the Council. The register shall contain the names of all Members of the Council of Governors and any interests declared, including the absence of any interests.
12.6 Register of the Members of the Board of Directors
12.6.1 The Trust shall maintain a register of the Board of Directors and the said register shall list the names of Members of the Board of Directors, their capacity on the Board and an address through which they may be contacted (which may be via the Trust).
12.7 Register of interests of the Members of the Board of Directors
12.7.1 The Trust shall maintain a register of interests of the Members of the Board of Directors and each Member of the Board of Directors shall make a declaration, as prescribed by the Secretary, setting out any interests to be declared in accordance with the standing orders of the Board of Directors. The register shall contain the names of all Members of the Board of Directors and any interests declared.
13 Public documents
13.1 The following documents of the Trust are published on the Trusts website and available for inspection by members of the public:
a) the Constitution;
b) the registers, subject to the provisions at 13.4;
c) the latest annual accounts and of any report of the auditor on them;
d) the latest annual report;
13.2 The Trust shall also make the following documents relating to a special administration of the Trust available for inspection by members of the public at all reasonable times:
a) a copy of any order made under section 65D (appointment of Trust special administrator), 65J (power to extend time), 65KC (action following Secretary of State’s rejection of final report), 65L (Trusts coming out of administration) or 65LA (Trusts to be dissolved) of the 2006 Act;
b) a copy of any report laid under section 65D (appointment of Trust special administrator) of the 2006 Act;
c) a copy of any information published under section 65D (appointment of Trust special administrator) of the 2006 Act;
d) a copy of any draft report published under section 65F (administrator’s draft report) of the 2006 Act;
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e) a copy of any statement provided under section 65F (administrator’s draft report) of the 2006 Act;
f) a copy of any notice published under section 65F (administrator’s draft report), 65G (consultation plan), 65H (consultation requirements), 65J (power to extend time), 65KA (NHS I/E ’s decision), 65KB (Secretary of State’s response to NHS I/E ’s decision), 65KC (action following Secretary of State’s rejection of final report) or 65KD (Secretary of State’s response to re-submitted final report) of the 2006 Act;
g) a copy of any statement published or provided under section 65G (consultation plan) of the 2006 Act;
h) a copy of any final report published under section 65I (administrator’s final report) of the 2006 Act;
i) a copy of any statement published under section 65J (power to extend time) or 65KC (action following Secretary of State’s rejection of final report) of the 2006 Act; and
j) a copy of any information published under section 65M (replacement of Trust special administrator) of the 2006 Act.
13.3 The documents mentioned in paragraph 13.1 and 13.2 are also available for inspection by members of the public, except (in relation to the register of Members 12.3.2) the details of any Member who has requested that the Trust not make their details available for inspection, in accordance with the Public Benefit Trust (Register of Members) Regulations 2004 or otherwise as prescribed by regulations made under the 2006 Act.
14 Auditor
14.1 The Trust is to have an auditor.
14.2 The Council of Governors will appoint or remove the auditor at a general meeting of the Council of Governors.
15 Audit and Risk Committee
The Trust shall establish a committee of Non-Executive Directors as an audit and risk committee to perform such monitoring, reviewing and other functions as are appropriate.
16 Accounts
16.1 The Trust must keep proper accounts and proper records in relation to the accounts.
16.2 NHS I/E may with the approval of the Secretary of State give directions to the Trust as to the content and form of its accounts.
16.3 The accounts are to be audited by the Trust’s auditor.
16.4 The following documents shall be made available to the Comptroller and Auditor General for examination at their request:
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a) the accounts,
b) the records relating to them, and
c) any report of the auditor on them.
16.5 The Trust, through its Accounting Officer, shall prepare in respect of each Financial Year annual accounts in such form as NHS I/E may with the approval of the Secretary of State direct.
16.6 NHS I/E may with the approval of the Secretary of State direct the Trust:
16.6.1 to prepare accounts in respect of such period or periods as may be specified in the direction; and
16.6.2 that any accounts prepared by the Trust by virtue of paragraph 15.6.1 are to be audited in accordance with such requirements as may be specified in the direction.
16.7 In preparing its annual accounts, or in preparing any accounts by virtue of paragraph 15.6.1, the Trust is to comply with any directions given by NHS I/E with the approval of the Secretary of State as to:
a) the methods and principles according to which the accounts are to be prepared;
b) the content and form of the accounts.
16.8 The Trust must:
a) lay a copy of the annual accounts, and any report of the auditor on them, before Parliament, and
b) send copies of those documents to NHS I/E within such period as NHS I/E may direct.
16.9 The Trust must send to NHS I/E within such periods as NHS I/E may direct:
16.9.1 a copy of any accounts prepared by the Trust by virtue of sub-paragraph 16.6.1; and
16.9.2 a copy of any report of an auditor on them prepared by virtue of sub-paragraph 16.6.2.
17 Annual reports, forward plans and non-NHS work
17.1 The Trust is to prepare annual reports and send them to NHS I/E.
17.2 The reports are to give:
a) information on any steps taken by the Trust to secure that (taken as a whole) the actual membership of its Public Constituency is representative of those eligible for such membership;
b) information on the impact that income received by the Trust otherwise than from the provision of goods and services for the purposes of the health service in England has had on the provision by the Trust of goods and services for those purposes;
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c) information on any occasions in the period to which the report relates on which the Council of Governors exercised its power under paragraph 10.1.8;
d) information on the Trust's policy on pay and on the work of the committee established under paragraph 9.6.5 and such other procedures as the Trust has on pay;
e) information on the remuneration of the Directors and on the expenses of the Governors and the Directors; and
f) any other information NHS I/E requires.
17.3 The Trust is to comply with any decision NHS I/E makes as to:
a) the form of the reports;
b) when the reports are to be sent;
c) the periods to which the reports are to relate.
17.4 The Trust is to give information as to its forward planning in respect of each Financial Year to NHS I/E . This information is to be prepared by the Directors, after consulting the Council of Governors.
17.5 Each forward plan referred to in paragraph 17.4 above must include information about:
17.5.1 the activities other than the provision of goods and services for the purposes of the health service in England that the Trust proposes to carry on; and
17.5.2 the income it expects to receive from doing so.
17.6 Where a forward plan contains a proposal that the Trust carry on an activity of a kind mentioned in sub-paragraph 17.5.1, the Council of Governors must:
17.6.1 determine whether it is satisfied that the carrying on of the activity will not to any significant extent interfere with the fulfillment by the Trust of its principal purpose or the performance of its other functions; and
17.6.2 notify the Directors of the Trust of its determination.
17.7 The Trust may only implement any proposal to increase by 5% or more the proportion of its total income in any Financial Year attributable to activities other than the provision of goods and services for the purposes of the health service in England if more than half of the Members of the Council of Governors voting approve its implementation.
18 Indemnity
18.1 Members of the Council of Governors, Members of the Board of Directors, and other officers who act honestly and in good faith will not have to meet out of their personal resources any personal civil liability which is incurred in the execution or purported execution of their functions, save where they have acted recklessly.
18.2 Any costs arising in this way will be met by the Trust, and the Trust will make and maintain insurance arrangements for this purpose.
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19 Instruments etc.
19.1 A document purporting to be duly executed under the Trust’s seal or to be signed on its behalf is to be received in evidence and, unless the contrary is proved, taken to be so executed or signed.
19.2 The Trust is to have a seal, but this is not to be affixed except under the authority of the Board of Directors.
20 Communication between the Council of Governors and the Board of Directors
20.1 The Board of Directors will promote effective communication between the Council of Governors and the Board of Directors, and will have regard to the views of the Council of Governors.
20.2 The Council of Governors and the Board of Directors will use their best endeavors to resolve any difference of view through discussion, but in the event of any conflict, the Board of Directors, pursuant to section 15(2) of schedule 7 to the 2006 Act, will decide the disputed matter.
21 Amendment of the Constitution
21.1 Only the Board of Directors, pursuant to section 15(2) of schedule 7 to the 2006 Act, may propose amendments to the Constitution.
21.2 The Trust may make amendments to this Constitution only if:
21.2.1 more than half of the Members of the Council of Governors of the Trust voting approve the amendments; and
21.2.2 more than half of the Members of the Board of Directors of the Trust voting approve the amendments.
21.3 Where an amendment is made to the Constitution in relation to the powers or duties of the Council of Governors (or otherwise with respect to the role that the Council of Governors has as part of the Trust):
21.3.1 at least one Member of the Council of Governors must attend the next Annual Members' Meeting and present the amendment; and
21.3.2 the Trust must give the Members an opportunity to vote on whether they approve the amendment.
21.4 If more than half of the Members voting in accordance with paragraph 21.3.2 approve the amendment, the amendment continues to have effect; otherwise, it ceases to have effect and the Trust must take such steps as are necessary as a result.
21.5 Amendments made under paragraph 21.2 take effect as soon as the conditions in that paragraph are satisfied but the amendment has no effect in so far as the Constitution would, as a result of the amendment, not accord with schedule 7 of the 2006 Act.
21.6 Amendments by the Trust of its Constitution are to be notified to NHS I/E. For the avoidance of doubt, NHS I/E’s functions do not include a power or duty to determine whether or not the Constitution, as a result of the amendments, accords with schedule 7 of the 2006 Act.
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22 Merger, acquisition, separation or dissolution of the Trust
22.1 The Trust may only apply for a merger, acquisition, separation or dissolution with the approval of more than half of the Members of the Council of Governors.
23 Significant transactions
23.1 The Trust may enter into a significant transaction only if more than half of the Members of the Council of Governors voting approve entering into the transaction.
23.2 “Significant transaction” is defined in the NHS I/E Transactions Guidance and any superseding guidance and means:
a) Transactions where the ratio of the gross assets, income or consideration attributable to the transaction exceeds 10%2 of the Trust’s gross assets, income or total capital respectively.
b) In relation to the Trust’s subsidiaries it means those transaction deemed as significant by the NHS I/E on review of the appropriate business case.
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Annexes
1 Area and Public Constituencies of the Trust
2 The Staff Constituency
3 List of local authorities authorised for the purposes of appointing Local Authority Governors
4 Annual Members Meeting
5 Model Election Rules
6 Standing Orders for the practice and procedure of the Council of Governors
7 Standing Orders for the practice and procedure of the Board of Directors
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Annex 1: Area and Public Constituencies of the Trust
1 Introduction
1.1 A Public Constituency is defined by reference to the local authority wards specified in this annex. This is also the Area of the Trust for electoral purposes.
1.2 For Chesterfield Borough Council, Bolsover District Council and North East Derbyshire District Council all wards are included.
1.3 For Amber Valley Borough Council, Derbyshire Dales District Council and High Peak Borough Council some wards are excluded because they are not served by the Trust.
2 Public Constituencies
2.1 Name of Public Constituency: Bolsover
Bolsover Public Constituency comprises the following wards:
Ward Barlborough Elmton-with-Creswell Shirebrook South West Blackwell Pinxton South Normanton East Bolsover North West Pleasley South Normanton West Bolsover South Scarcliffe Tibshelf Bolsover West Shirebrook East Whitwell Clowne North Shirebrook Langwith Clowne South Shirebrook North West Shirebrook South East
Number of Governors 3 Minimum membership number 600
2.2 Name of Public Constituency: Chesterfield
Chesterfield Public Constituency comprises the following wards:
Ward Barrow Hill and New Whittington Loundsley Green Brimington North Lowgates and Woodthorpe Brimington South Middlecroft and Poolsbrook Brockwell Moor Dunstan Old Whittington Hasland Rother Hollingwood and Inkersall St Helen’s Holmebrook St Leonard’s Linacre Walton West
Number of Governors 7 Minimum membership number 1400
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2.3 Name of Public Constituency: Derbyshire Dales and North Amber Valley
Derbyshire Dales and North Amber Valley Public Constituency comprises the following wards:
Ward Alfreton Hartington and Taddington Swanwick Alport Hathersage and Eyam Tideswell Bakewell Heage and Ambergate Wingfield Belper Central Ironville and Riddings Wirksworth Belper East Lathkill and Bradford Winster and South Belper North Litton and Longstone Darley Belper South Masson Bradwell Matlock All Saints Calver Matlock St Giles Carsington Water Ripley Chatsworth Ripley and Marehay Codnor and Waingroves Somercotes Crich Stanton Darley Dale Dovedale and Parwich
Number of Governors 2 Minimum membership number 400
2.4 Name of Public Constituency: High Peak
High Peak Public Constituency comprises the following wards:
Ward Barms Corbar New Mills West Blackbrook Cote Heath Sett Burbage Hayfield Stone Bench Buxton Central Hope Valley Temple Chapel East Limestone Peak Whaley Bridge Chapel West New Mills East
Number of Governors 1 Minimum membership number 200
2.5 Name of Public Constituency: North East Derbyshire
North East Derbyshire Public Constituency comprises the following wards:
Ward Ashover Eckington North Renishaw Barlow and Eckington South Ridgeway and Marsh Lane Holmesfield Gosforth Valley Shirland Brampton and Walton Grassmoor Sutton Clay Cross North Holmewood and Heath Tupton Clay Cross South Killamarsh East Unstone Coal Aston Killamarsh West Wingerworth Dronfield North North Wingfield Dronfield South Central Dronfield Woodhouse Pilsley and Morton
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Number of Governors 4 Minimum membership number 800
2.6 Name of Public Constituency: South Sheffield and Rotherham
South Sheffield and Rotherham Public Constituency comprises the following wards:
Ward Anston and Dinnington Mosborough Woodsetts Dore and Totley Maltby Beauchief and Ecclesall Nether Edge Greenhill Fulwood Wales Beighton Gleadless Valley Birley Graves Park
Number of Governors 1 Minimum membership number 50
2.7 Name of Public Constituency: Rest of England and Wales
Rest of England and Wales Public Constituency comprises all remaining electoral wards that fall outside of the constituencies above (Annex 1 , paragraphs 2.1 – 2.6):
Number of Governors 0 Minimum membership number 200
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Annex 2: The Staff Constituency
(See paragraph 7.8 of the constitution)
1 The Staff Constituency is divided into 5 classes as follows:
1.1 Medical and Dental Class
1.2 Nursing and Midwifery Class
1.3 Allied Health Professionals, Pharmacists and Scientists Class
1.4 Primary Care Class
1.5 All Other Staff Class
2 The Members of the Medical and Dental Class are individuals who are Members of the Staff Constituency and who are fully registered within the meaning of the Medicines Act 1983 or the Dentists Act 1984 (as shall be the case). For the avoidance of doubt the Medical and Dental Class shall also include junior doctors who are not yet fully registered within the meaning of the Medicines Act 1983, who otherwise meet the criteria in paragraph 7.8.1.
3 The Members of the Nursing and Midwifery Class are persons who are Members of the Staff Constituency and who are registered nurses or registered midwives.
4 The Members of the Allied Health Professionals, Pharmacists, and Scientists Class are Members of the Staff Constituency (other than registered nurses or midwives) whose regulatory body falls within the remit of the Council for Healthcare Regulatory Excellence established by section 25 of the NHS Reform and Health Care Professionals Act 2002, but excluding any staff (except biomedical scientists) who fall within the former Whitley Council grouping known as ‘Professional and Technical B’.
5 The Members of the Primary Care Class are individuals who work from a Royal Primary Care base.
6 The Members of the All Other Staff Class are Members of the Staff Constituency other than those defined at paragraphs 2 to 5.
7 A person who is eligible to be a Member of the Staff Constituency may not become or continue to be a Member of any Class or Constituency other than the Staff Constituency and may not become or continue to be a Member of more than one Class.
8 The minimum number of Members required for each Class of the Staff Constituency is as follows: a) Medical and Dental Class – 20 Members
b) Nursing and Midwifery Class – 100 Members
c) Allied Health Professionals, Pharmacists and Scientists Class – 50 Members
d) Primary Care Class – 50 Members
e) All Other Staff Class – 100 Members
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Annex 3: Local authorities authorised for the purposes of appointing Local Authority Governors
1 The Local Authorities will co-ordinate the appointment of three Local Authority Governors.
2 One Governor must come from the Derbyshire County Council to reflect social care expertise and the remaining two places will be drawn from:
a) Amber Valley Borough Council
b) Bolsover District Council
c) Chesterfield Borough Council
d) Derbyshire Dales District Council
e) High Peak Borough Council
f) North East Derbyshire District Council
3 The process of appointment shall be agreed with the Secretary in accordance with paragraph 8.8 of this Constitution.
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Annex 4: Annual Members Meeting
(See paragraph 10.3 of the constitution)
1 The Annual Members Meeting is to be convened by the Foundation Trust Secretary by order of the Council of Governors.
2 Notice of the Annual Members Meeting:
2.1 The Foundation Trust Secretary shall issue a notice of the meeting, specifying the place and date of the meeting and the business proposed to be transacted at it, and signed by the Chair or by an Officer of the Trust authorised by the Chair to sign on their behalf. The Foundation Trust Secretary shall deliver it to every Governor, every Director and the Trust’s Auditor so as to be available at least 14 clear days before the meeting.
2.2 A public notice of the date, time and place of the meeting and the agenda shall be displayed at the Trust Headquarters and posted on the Trust’s website at least 14 clear days before the meeting.
3 Quorum shall be seven Members and seven public Governors entitled to vote from more than one constituency, one Appointed Governor, one Executive Director, the Trusts Chair (or in their absence the Vice-Chair of the Board of Directors) and one other Non-Executive Director.
4 If no quorum is present within 30 minutes of the scheduled start of the meeting, the meeting shall stand adjourned to the same day on the next week at the same time and place (or to such time and place as the Council of Governors determine). If a quorum is not present within 30 minutes of the scheduled start of the adjourned meeting, the number of Members present during the meeting is to be quorum.
5 The Chair or in their absence the Vice-Chair of the Board of Directors shall act as chair of the Annual Members Meeting.
6 At each Annual Members Meeting the Board of Directors shall present to the Members:
a) the Annual Accounts
b) any report of the Auditor
c) the Annual Report
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7 At each Annual Members Meeting, the Council of Governors shall present to Members an Annual Report to include:
a) a summary review of the work of the Council of Governors including its effectiveness and efficiency in the discharge of its responsibilities and a record of attendance by Governors at its meetings;
b) a report on progress developing the membership strategy since the last Annual Members Meeting, including the steps taken to ensure that, taken as a whole, the actual membership of its Public Constituency is representative of the persons who are eligible to be Members of those constituencies under the provisions of the Consultation;
c) a report on any appointments or the outcome of any elections to the Council of Governors since the last Annual Members Meeting and;
d) a report on any appointments of Non-Executive Directors since the last Annual Members Meeting
8 Amendment of the Constitution
In accordance with paragraph 20.3 of the Constitution, any amendment made to the Constitution in relation to the powers or duties of the Council of Governors (or otherwise with respect to the role that the Council of Governors has a part of the Trust) shall:
a) be presented to the Annual Members Meeting by a Governor, and
b) Members shall be given the opportunity to vote on whether they approve the amendment.
9 Additional Members Meetings
Additional Members meetings may be held as and when considered necessary by the Council of Governors.
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Annex 5: Model Election Rules
(See paragraph 8.11 of the constitution)
PART 1 INTERPRETATION 1. Interpretation
PART 2 TIMETABLE FOR ELECTION 2. Timetable 3. Computation of time
PART 3 RETURNING OFFICER 4. Returning officer 5. Staff 6. Expenditure 7. Duty of co-operation
PART 4 STAGES COMMON TO CONTESTED AND UNCONTESTED ELECTIONS 8. Notice of election 9. Nomination of candidates 10. Candidate’s particulars 11. Declaration of interests 12. Declaration of eligibility 13. Signature of candidate 14. Decisions as to validity of nomination forms 15. Publication of statement of nominated candidates 16. Inspection of statement of nominated candidates and nomination forms 17. Withdrawal of candidates 18. Method of election
PART 5 CONTESTED ELECTIONS 19. Poll to be taken by ballot 20. The ballot paper 21. The declaration of identity (public and patient constituencies)
Action to be taken before the poll 22. List of eligible voters 23. Notice of poll 24. Issue of voting information by returning officer 25. Ballot paper envelope and covering envelope 26. E-voting systems
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The poll 27. Eligibility to vote 28. Voting by persons who require assistance 29. Spoilt ballot papers and spoilt text messages 30. Lost voting information 31. Issue of replacement voting information 32. ID declaration form for replacement ballot papers (public and patient constituencies) 33. Procedure for remote voting by internet 34. Procedure for remote voting by telephone 35. Procedure for remote voting by text message
Procedure for receipt of envelopes, internet votes, telephone vote and text message votes 36. Receipt of voting documents 37. Validity of votes 38. Declaration of identity but no ballot (public and patient constituency) 39. De-duplication of votes 40. Sealing of packets
PART 6 COUNTING THE VOTES 41. Arrangements for counting of the votes 42. The count 43. Rejected ballot papers and rejected text voting records 44. Equality of votes
PART 7 FINAL PROCEEDINGS IN CONTESTED AND UNCONTESTED ELECTIONS 45. Declaration of result for contested elections 46. Declaration of result for uncontested elections
PART 8 DISPOSAL OF DOCUMENTS 47. Sealing up of documents relating to the poll 48. Delivery of documents 49. Forwarding of documents received after the poll 50. Retention and public inspection of documents 51. Application for inspection of certain documents relating to election
PART 9 DEATH OF A CANDIDATE DURING A CONTESTED ELECTION 52. Countermand or abandonment of poll on death of candidate
PART 10 ELECTION EXPENSES AND PUBLICITY Expenses 53. Election expenses 54. Expenses and payments by candidates 55. Expenses incurred by other persons
Publicity 56. Publicity about election by the Trust 57. Information about candidates for inclusion with voting information 58. Meaning of “for the purposes of an election”
PART 11 QUESTIONING ELECTIONS AND IRREGULARITIES 59. Application to question an election Page 43 of 118
PART 12 MISCELLANEOUS 60. Secrecy 61. Prohibition of disclosure of vote 62. Disqualification 63. Delay in postal service through industrial action or unforeseen event
PART 1 INTERPRETATION
1 Interpretation
1.1 In these rules, unless the context otherwise requires:
“2006 Act” means the National Health Service Act 2006;
“Trust” means the public benefit corporation subject to the constitution;
“Council of Governors” means the Council of Governors of the Trust;
“declaration of identity” has the meaning set out in rule 21.1;
“election” means an election by a constituency or by a class within a constituency, to fill a vacancy among one or more posts or the Council of Governors;
“e-voting” means voting using either the internet, telephone or text message;
“e-voting information” has the meaning set out in rule 24.2:
“ID declaration form” has the meaning set out in Rule 21.1;
“internet voting record” has the meaning set out in rule 26.4(d);
“internet voting system” means such computer hardware and software, data other equipment and services as may be provided by the returning officer for the purpose of enabling voters to cast their votes using the internet;
“Lead Governor” means the Governor nominated by the Trust to fulfil the role described in Appendix B to The NHS Foundation Trust Code of Governance (December 2013) or any later version of such code;
“list of eligible voters” means the listed referred to in rule 22.1, containing the information in rule 22.2;
“method of polling” means a method of casting a vote in a poll, which may be by post, internet, text message or telephone;
“NHS I/E” means the corporate body known as NHS I/E as provided by section 61 of the 2012 Act.
“numerical voting code” has the meaning set out in rule 57.2(b)
“polling website” has the meaning set out in rule 26.1;
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“postal voting information” has the meaning set out in rule 24.1;
“telephone short code” means a short telephone number used for the purposes of submitting a vote by text message;
“telephone voting facility” has the meaning set out in rule 26.2;
“telephone voting record” has the meaning set out in rule 26.5(d);
“text message voting facility” has the meaning set out in rule 26.3;
“text voting record” has the meaning set out in rule 26.6(c);
“the telephone voting system” means such telephone voting facility as may be provided by the returning officer for the purpose of enabling voters to cast their votes by telephone;
“the text message voting system” means such text messaging voting facility as may be provided by the returning officer for the purposes of enabling voters to cast their votes by text message;
“voter ID number” means a unique, randomly generated numeric identifier allocated to each voter by the returning officer for the purpose of e-voting;
“voting information” means postal voting information and/or e-voting information;
1.2 Other expressions used in these rules and in Schedule 7 to the NHS Act 2006 have the same meaning in these rules as in that Schedule.
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PART 2 TIMETABLE FOR ELECTIONS
2 Timetable
2.1 The proceedings at an election shall be conducted in accordance with the following timetable:
Proceeding Time
Publication of notice of election Not later than the fortieth day before the day of the close of the poll.
Final day for delivery of nomination forms Not later than the twentieth day before to returning officer. the day of the close of the poll.
Publication of statement of nominated Not later than the twenty seventh day candidates. before the day of the close of the poll.
Final day for delivery of notices of Not later than twenty fifth day before the withdrawal by candidates from election day of the close of the poll.
Notice of the poll Not later than the fifteenth day before the day of the close of the poll.
Close of the poll By 5.00pm on the final day of the election.
3. Computation of time
3.1 In computation of any period of time for the purposes of the timetable:
(a) A Saturday or Sunday;
(b) Christmas day, Good Friday or a bank holiday, or:
(c) A day appointed for public thanksgiving or mourning;
Shall be disregarded, and any such day shall not be treated as a day for purpose of any proceedings up to the completion of the poll, nor shall the returning officer be obliged to proceed with the counting of votes on such a day.
3.2 In this rule, “bank holiday” means a day which is bank holiday under the Banking and Financial Dealings Act 1971 in England and Wales.
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PART 3 RETURNING OFFICER
4 Returning Officer
4.1 Subject to rule 62, the returning officer for an election is to be appointed by the Trust.
4.2 Where two or more elections are to be held concurrently, the same returning officer may be appointed for all those elections.
5 Staff
5.1 Subject to rule 62, the returning officer may appoint and pay such staff, including such technical advisers, as they consider necessary for the purposes of the election.
6 Expenditure
6.1 The Trust is to pay the returning officer:
(a) any expenses incurred by that officer in the exercise of their functions under these rules.
(b) such remuneration and other expenses as the Trust may determine.
7 Duty of co-operation
7.1 The Trust is to co-operate with the returning officer in the exercise of their functions under these rules.
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PART 4 STAGES COMMON TO CONTESTED AND UNCONTESTED ELECTIONS
8 Notice of election
8.1 The returning officer is to publish a notice of the election stating:
(ii) the constituency, or class within a constituency, for which the election is being held,
(iii) the number of Members of the Council of Governors to be elected from that constituency, or class within that constituency,
(iv) the details of any nomination committee that has been established by the Trust,
(v) the address and times at which nomination forms may be obtained,
(vi) the address for return of nomination forms (including where the return of nomination forms in an electronic format will be permitted, the email address for such return) and the date and time by which they must be received by the returning officer
(vii) the date and time by which any notice of withdrawal must be received by the returning officer
(viii) the contact details of the returning officer
(ix) the date and time of the close of the poll in the event of a contest.
9 Nomination of candidates
9.1 Subject to rule 9.2, each candidate must nominate themselves on a single nomination form.
9.2 The returning officer:
(a) Is to supply any Member of the Foundation Trust with a nomination form, and
(b) Is to prepare a nomination form for signature at the request of any Member of the Foundation Trust.
but it not necessary for a nomination to be on a form supplied by the returning officer and a nomination can, subject to rule 13, be in an electronic format.
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10 Candidate’s particulars
10.1 The nomination form must state the candidate’s:
(a) full name,
(b) contact address in full (which should be a postal address although an email address may also be provided for the purposes of electronic communication) and
(c) constituency, or class within a constituency, of which the candidate is a Member.
11 Declaration of interests
11.1 The nomination form must state:
(a) any financial interest that the candidate has in the Trust and
(b) whether the candidate is a Member of a political party, and if so, which party, and if the candidate has no such interests, the paper must include a statement to that effect.
12 Declaration of eligibility
12.1 The nomination form must include a declaration made by the candidate:
(a) that they are prevented from being a Member of the Council of Governors by paragraph 8 of Schedule 7 of the 2006 Act or by any provision of the constitution; and,
(b) for a Member of the public or patient constituency, of the particulars of their qualification to vote as a Member of that constituency, or class within that constituency, for which the election is being held.
13 Signature of candidate
13.1 The nomination form must be signed and dated by the candidate, in a manner prescribed by the returning officer, indicating that:
(a) they wish to stand as a candidate;
(b) their declaration of interests as required under rule 11, is true and correct, and
(c) their declaration of eligibility, as required under rule 12, is true and correct.
13.2 Where the return of nomination forms in an electronic format is permitted, the returning officer shall specify the particular signature formalities (if any) that will need to be complied with by the candidate.
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14 Decisions as to the validity of the nomination
14.1 Where a nomination form is received by the returning officer in accordance with these rules, the candidate is deemed to stand for election unless and until the returning officer:
(a) decides that the candidate is not eligible to stand,
(b) decides that the nomination form is invalid,
(c) receives satisfactory proof that the candidate has died, or
(d) receives a written request by the candidate of their withdrawal from candidacy.
14.2 The returning officer is entitled to decide that a nomination form is invalid only on one of the following grounds:
(a) that the paper is not received on or before the final time and date for return of nomination forms, as specified in the notice of the election,
(b) that the paper does not contain the candidate’s particulars, as required by rule 10,
(c) that the paper does not contain a declaration of the interests of the candidate, as required by rule 11,
(d) that the paper does not include a declaration of eligibility as required by rule 12, or
(e) that the paper is not signed and dated by the candidate, if required by rule 13.
14.3 The returning officer is to examine each nomination form as soon as is practicable after they have received it, and decide whether the candidate has been validly nominated.
14.4 Where the returning officer decides that a nomination is invalid, the returning officer must endorse this on the nomination form, stating the reasons for their decision.
14.5 The returning officer is to send notice of the decision as to whether a nomination is valid invalid to the candidate at the contact address given in the candidate’s nomination form. If an email address has been given in the candidate’s nomination form (in addition to the candidate’s postal address) the returning officer may send notice of the decision to that address.
15 Publication of statement of candidates
15.1 The returning officer is to prepare and publish a statement showing the candidates who are standing for election.
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The statement must show:
(a) the name, contact address (which shall be the candidate’s postal address) and constituency or class within a constituency of each candidate standing, and
(b) the declared interests of each candidate standing, as given in their nomination form.
15.3 The statement must list the candidates standing for election in alphabetical order by surname.
15.4 The returning officer must send a copy of the statement of candidates and copies of the nomination form to the Trust as soon as is practicable after publishing the statement.
16 Inspection of statement of nominated candidates and nominated forms
16.1 The Trust is to make the statement of the candidates and the nomination forms supplied by the returning officer under rule 15.4 available for inspection by Members of the Foundation Trust free of charge at all reasonable times.
16.2 If a Member of the Foundation Trust requests a copy or extract of the statement of candidates or their nomination forms, the Trust is to provide that Member with the copy or extract free of charge.
17 Withdrawal of candidates
17.1 A candidate may withdraw from election on or before the date and time for withdrawal by candidates, by providing to the returning officer a written notice of withdrawal which is signed by the candidate and attested by a witness.
18 Method of election
18.1 If the number of candidates remaining validly nominated for an election after any withdrawals under these rules is greater than the number of Members to be elected to the Council of Governors, a poll is to be taken in accordance with Parts 5 and 6 of these rules.
18.2 If the number of candidates remaining validly nominated for an election after any withdrawals under these rules is equal to the number of Members to be elected to the Council of Governors, those candidates are to be declared elected in accordance with Part 7 of these rules.
18.3 If the number of candidates remaining validly nominated for an election after any withdrawals under these rules is less than the number of Members to be elected to be Council of Governors, then:
(a) the candidates who remain validly nominated are to be declared elected in accordance with Part 7 of these rules, and
(b) the returning officer is to order a new election to fill any vacancy which remains unfilled, on a day appointed by them or here in consultation with the Trust.
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PART 5 CONTESTED ELECTIONS
19 Poll to be taken by ballot
19.1 The votes at the poll must be given by secret ballot.
19.2 The votes are to be counted and the result of the poll determined in accordance with Part 6 of these rules.
19.3 The Trust may decide that voters within a constituency or class within a constituency, may, subject to rule 19.4, cast their votes at the poll using such different methods of polling in any combination as the Trust may determine.
19.4 The Trust may decide that voters within a constituency or class within a constituency for whom an email address is included in the list of eligible voters may only cast their votes at the poll using an e-voting method of polling.
19.5 Before the Trust decides, in accordance with rule 19.3 that one or more e-voting methods of polling will be made available for the purposes of the poll, the Trust must satisfy itself that:
(a) if internet voting is to be a method of polling, the internet voting system to be used for the purpose of the election is:
(i) configured in accordance with these rules; and
(ii) will create an accurate internet voting record in respect of any voter who casts their vote using the internet voting system;
(b) if telephone voting is to be a method of polling, the telephone voting system to be used for the purpose of the election is:
(i) configured in accordance with these rules; and
(ii) will create an accurate telephone voting record in respect of any voter who casts their vote using the telephone voting system;
(c) if text message voting is to be a method of polling, the text message voting system to be used for the purpose of the election is: (i) configured in accordance with these rules; and (ii) will create an accurate text voting record in respect of any voter who casts their vote using the text message voting system.
20 The ballot paper
20.1 The ballot of each voter (other than a voter who casts their ballot by an e-voting method of polling) is to consist of a ballot paper with the persons remaining validly nominated for an election after any withdrawals under these rules, and no others, inserted in the paper.
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20.2 Every ballot paper must specify:
(a) the name of the Trust,
(b) the constituency, or class within a constituency, for which the election is being held,
(c) the number of Members of the Council of Governors to be elected from that constituency, or class within that constituency,
(d) the names and other particulars of the candidates standing for election, with the details and order being the same as in the statement of nominated candidates.
(e) instructions on how to vote by all available methods of polling, including the relevant voter’s voter ID number if one or more e-voting methods of polling are available,
(f) if the ballot paper is to be returned by post, the address for its return and the date and time of the close of the poll, and
(g) the contact details of the returning officer.
20.3 Each ballot paper must have a unique identifier.
20.4 Each ballot paper must have features incorporated into it to prevent it from being reproduced.
21 The declaration of identity (public and patient constituencies)
21.1 The Trust shall require each voter who participates in an election for a public or patient constituency to make a decision confirming:
(a) that the voter is the person:
(i) to whom the ballot paper was addressed, and/or
(ii) to whom the voter ID number contained within the e-voting information was allocated.
(b) that they have not marked or returned any other voting information in the election, and
(c) the particulars of their qualification to vote as a Member of the constituency or class within the constituency for which the election is being held, (“declaration of identity”) and the Trust shall make such arrangements as it considers appropriate to facilitate the making and the return of a declaration of identity by each voter, whether by the completion of a paper form (“ID declaration form”) or the use of an electronic method.
21.2 The voter must be required to return their declaration of identity with their ballot.
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21.3 The voting information shall caution the voter that if the declaration of identity Is not duly returned or is returned without having been made correctly, any vote cast by the voter may be declared invalid.
Action to be taken before the poll
22 List of eligible voters
22.1 The Foundation Trust is to provide the returning officer with a list of the Members of the constituency or class within a constituency for which the election is being held who are eligible to vote by virtue of rule 27 as soon as is reasonably practicable after the final date for the delivery of notices of withdrawals by candidates from an election.
22.2 The list to include, for each Member:
(a) a postal address; and, (b) the Member’s email address, if this has been provided
to which their voting information may, subject to rule 22.3, be sent.
22.3 The Foundation Trust may decide that the e-voting information is to be sent only be email to those Members in the list of eligible voters for whom an email address is included in that list.
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23 Notice of poll
The returning officer is to publish a notice of the poll stating:
(a) the name of the Trust,
(b) the constituency, or class within a constituency, for which the election is being held,
(c) the number of Members of the Council of Governors to be elected from that constituency, or class with that constituency,
(d) the names, contact addresses, and other particulars of the candidates standing for election, with the details and order being the same as in the statement of nominated candidates.
(e) that the ballot papers for the election are to be issued and returned, if appropriate, by post,
(f) the methods of polling by which votes may be cast at the election by voters in a constituency or class within a constituency, as determined by the Trust in accordance with rule 19.3,
(g) the address for return of the ballot papers,
(h) the uniform resource locator (url) where, if internet voting is a method of polling, the polling website is located,
(i) the telephone number where, if telephone voting is a method of polling, the telephone voting facility is located,
(j) the telephone number or telephone short code where, if text message voting is a method of polling, the text message voting facility is located,
(k) the date and time of the close of the poll,
(l) the address and the final dates for applications for replacement voting information, and
(m) the contact details of the returning officer.
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24 Issue of voting information by returning officer
24.1 Subject to rule 24.3, as soon as is reasonably practicable on or after the publication of the notice of the poll, the returning officer is to send the following information by post to each Member of the Trust named in the list of eligible voters:
(a) a ballot paper and ballot paper envelope,
(b) the ID declaration form (if required),
(c) information about each candidate standing for election, pursuant to rule 54 of these rules, and
(d) a covering envelope;
(“postal voting information”).
24.2 Subject to rules 24.3 and 24.4, as soon as is reasonably practicable on or after the publication of the notice of the poll, the returning officer is to send the following information by email and/or by post to each Member of the Foundation Trust named in the list of eligible voters whom the Trust determines in accordance with rule 19.3 and/or rule 19.4 may cast their vote by an e-voting method of polling:
(a) instructions on how to vote and how to make a declaration of identity (if required),
(b) the voter’s voter ID number,
(c) information about each candidate standing for election, pursuant to rule 57 of these rules, or details of where this information is readily available on the internet or available in such other formats as the returning officer thinks appropriate,
(d) contact details of the returning officer,
(“e-voting information”)
24.3 The Trust may determine that any Member of the Foundation Trust shall:
(a) only be sent postal voting information; or
(b) only be sent e-voting information; or
(c) be sent both postal voting information and e-voting information;
for the purpose of the poll.
24.4 If the Trust determines, in accordance with rule 22.3, that the e-voting information is to be sent only by email to those Members in the list of eligible voters for whom an email address is included in that list, then the returning officer shall only send that information by email.
24.5 The voting information is to be sent to the postal address and/or email address for each Member, as specified in the list of eligible voters.
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25 Ballot paper envelope and covering envelope
25.1 The ballot paper envelope must have clear instructions to the voter printed on it, instructing the voter to seal the ballot paper inside the envelope once the ballot paper has been marked.
25.2 The covering envelope is to have:
(a) the address for return of the ballot paper printed on it, and
(b) pre-paid postage for return to that address.
25.3 There should be clear instructions, either printed on the covering envelope or elsewhere, instructing the voter to seal the following documents inside the covering envelope and return it to the returning officer –
(a) the completed ID declaration form if required, and
(b ) the ballot paper envelope, with the ballot paper sealed inside it.
26 E-voting system
26.1 If internet voting is a method of polling for the relevant election then the returning officer must provide a website for the purpose of voting over the internet (in these rules referred to as “the polling website”).
26.2 If telephone voting is a method of polling for the relevant election then the returning officer must provide an automated telephone system for the purpose of voting by the use of a touch-tone telephone (in these rules referred to as “the telephone voting facility”).
26.3 If text message voting is a method of polling for the relevant election then the returning officer must provide an automated text messaging system for the purpose of voting by text message (in these rules referred to as “the text message voting facility”).
26.4 The returning officer shall ensure that the polling website and internet voting system provided will:
(a) require a voter to:
(i) enter their voter ID number; and
(ii) where the election is for a public or patient constituency, make a decision of identity;
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in order to be able to cast their vote;
(b) specify:
(i) the name of the Trust,
(ii) the constituency , or class within a constituency, for which the election is being held,
(iii) the number of Members of the Council of Governors to be elected from that constituency, or class within that constituency,
(iv) the names and other particulars of the candidates standing for election, with the details and order being the same as in the statement of nominated candidates,
(v) instructions on how to vote and how to make a declaration of identity,
(vi) the date and time of the close of the poll, and
(vii) the contact details of the returning officer;
(c) prevent a voter from voting for more candidates than they are entitled to at the election;
(d) create a record (“internet voting record”) that is stored in the internet voting system in respect of each vote cast by a voter using the internet that comprises of:
(i) the voter’s voter ID number;
(ii) the voter’s declaration of identity (where required);
(iii) the candidate or candidates for whom the voter has voted; and
(iv) the date and time of the voter’s vote,
(e) If the voter’s vote has been duly cast and recorded, provide the voter with confirmation of this, and
(f) prevent any voter from voting after the close of poll.
26.5 The voting officer shall ensure that the telephone voting facility and telephone voting system provided will:
(a) require a voter to
(i) enter their voter ID number in order to be able to cast their vote: and
(ii) where the election is for a public or patient constituency, make a declaration of identify;
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(b) specify:
(i) the name of the Trust,
(ii) the constituency, or class within a constituency, for which the election is being held,
(iii) the number of Members of the Council of Governors to be elected from that constituency, or class within that constituency,
(iv) instructions on how to vote and how to make a declaration of identity,
(v) the date and time of the close of the poll, and
(vi) the contact details of the returning officer;
(c) prevent a voter from voting for more candidates than they are entitled to at the election;
(d) create a record (“telephone voting record”) that is stored in the telephone voting system in respect of each vote cast by a voter using the telephone that comprises of:
(i) the voter’s voter ID number;
(ii) the voter’s declaration of identify (where required);
(iii) the candidate or candidates for whom the voter has voted; and
(iv) the date and time of the voter’s vote
(e) if the voter’s vote has been duly cast and recorded, provide the voter with confirmation of this;
(f) prevent any voter from voting after the close of poll.
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26.6 The returning officer shall ensure that the text message voting facility and text messaging voting system provided will: (a) require a voter to: (i) provide their voter ID number; and
(ii) where the election is for a public or patient constituency, make a declaration of identity;
In order to be able to cast their vote;
(b) prevent a voter from voting for more candidates than they are entitled to at the election;
(c) create a record (“text voting record”) that is stored in the text messaging voting system in respect of each vote cast by a voter by text message that comprises of:
(i) the voter’s voter ID number;
(ii) the voter’s declaration of identity (where required);
(iii) the candidate or candidates for whom the voter has voted; and
(iv) the date and time of the voter’s vote
(d) if the voter’s vote has been duly cast and recorded, provide the voter with confirmation of this;
(e) prevent any voter from voting after the close of poll.
The poll
27 Eligibility to vote
27.1 An individual who becomes a Member of the Trust on or before the closing date for the receipt of nominations by candidates for the election, is eligible to vote in that election.
28 Voting by persons who require assistance
28.1 The returning officer is to put in place arrangements to enable requests for assistance to vote to be made.
28.2 Where the returning officer receives a request from a voter who requires assistance to vote, the returning officer is to make such arrangements as they consider necessary to enable that voter to vote.
29 Spoilt ballot papers and spoilt text message votes
29.1 If a voter has dealt with their ballot paper in such a manner that it cannot be accepted as a ballot paper (referred to as a “spoilt ballot paper”), that voter may apply to the returning officer for a replacement ballot paper.
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29.2 On receiving an application, the returning officer is to obtain the details of the unique identifier on the spoilt ballot paper, if they can obtain it.
29.3 The returning officer may not issue a replacement ballot paper for a spoilt ballot paper unless they:
(a) is satisfied as to the voter’s identity; and
(b) has ensured that the completed ID declaration form, if required, has not been returned.
29.4 After issuing a replacement ballot paper for a spoilt ballot paper, the returning officer shall enter in a list (“the list of spoilt ballot papers”):
(a) the name of the voter, and
(b) the details of the unique identifier of the spoilt ballot paper (if that officer was able to obtain it) and
(c) the details of the unique identifier of the replacement ballot paper.
29.5 If a voter has dealt with their text message vote, in such a manner that it cannot be accepted as a vote (referred to as a “spoilt text message vote”) that voter may apply to the returning officer for a replacement voter ID number.
29.6 On receiving an application, the returning officer is to obtain the details of the voter ID number on the spoilt text message vote, if they can obtain it.
29.7 The returning officer may not issue a replacement voter ID number in respect of a spoilt text message vote unless they are satisfied as to the voter’s identity.
29.8 After issuing a replacement voter ID number in respect of a spoilt text message vote, the returning officer shall enter in a list (“the list of spoilt text message votes”):
(a) the name of the voter, and
(b) the details of the voter ID number on the spoilt text message (if that officer was able to obtain it) and
(c) the details of the replacement voter ID number issued to the voter.
30 Lost voting information
30.1 Where a voter has not received their voting information by the tenth day before the close of the poll, that voter may apply to the returning officer for replacement voting information.
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30.2 The returning officer may not issue replacement voting information in respect of lost voting information unless they:
(a) is satisfied at to the voter’s identity.
(b) has no reason to doubt that the voter did not receive the original voting information.
(c) has ensured that no declaration of identify, if required, has been returned.
30.3 After issuing replacement voting information in respect of lost voting information, the returning officer shall enter in a list (“the list of lost ballot documents”):
(a) the name of the voter
(b) the details of the unique identifier of the replacement ballot paper, if applicable, and
(c) the voter ID number of the voter.
31 Issue of replacement voting information
31.1 If a person applies for replacement voting information under rule 29 or 30 and a declaration of identify has already been received by the returning officer in the name of the voter, the returning officer may not issue replacement voting information unless, in addition to the requirements imposed by rule 29.3 or 30.2 they are also satisfied that that person has not already voted in the election, notwithstanding the fact that a declaration of identity is required has already been received by the returning officer in the name of the voter.
31.2 After issuing replacement voting information, under this rule, the returning officer shall enter in a list (“the list of tendered voting information”):
(a) the name of the voter;
(b) the unique identifier of any replacement ballot paper issued under this rule;
(c) the voter ID number of the voter;
32 ID declaration form for replacement ballot papers (public and patient constituencies)
32.1 In respect of an election for a public or patient constituency an ID declaration form must be issued with each replacement ballot paper requiring the voter to make a declaration of identity.
Polling by internet, telephone or text
33 Procedure for remote voting by internet
33.1 To cast their vote using the internet, a voter will need to gain access to the polling website by keying in the url of the polling website provided in the voting information.
33.2 When prompted to do so, the voter will need to enter their voter ID number.
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33.3 If the internet voting system authenticates the voter ID number, the system will give the voter access to the polling website for the election in which the voter is eligible to vote.
33.4 To cast their vote, the voter will need to key in a mark on the screen opposite the particulars of the candidate or candidates for who they wish to cast their vote.
33.5 The voter will not be able to access the internet voting system for an election once their vote at that election has been cast.
34 Voting procedure for remote voting by telephone
34.1 To cast their vote by telephone, the voter will need to gain access to the telephone voting facility by calling the designated telephone number provided in the voter information using a telephone with a touch-tone keypad.
34.2 When prompted to do so, the voter will need to enter their voter ID number using the keypad.
34.3 If the telephone voting facility authenticates the voter ID number, the voter will be prompted to vote in the election.
34.4 When prompted to do so the voter may then cast their vote by keying in the numerical voting code of the candidate or candidates, for whom they wish to vote.
34.5 The voter will not be able to access the telephone voting facility for an election once their vote at that election has been cast.
35 Voting procedure for remote voting by text message
35.1 To cast their vote by text message the voter will need to gain access to the text message voting facility by sending a text message to the designated telephone number or telephone short code provided in the voter information,
35.2 The text message sent by the voter must contain their voter ID number and the numerical voting code for the candidate or candidates, for who they wish to vote.
35.3 The text message sent by the voter will need to be structured in accordance with the instructions on how to vote contained in the voter information, otherwise the vote will not be cast.
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Procedure for receipt of envelopes, internet votes, telephone votes and text message votes
36 Receipt of voting documents
36.1 Where the returning officer receives:
(a) a covering envelope, or
(b) any other enveloped containing an ID declaration form if required, a ballot paper envelope, or a ballot paper,
before the close of the poll, that officer is to open it as soon as is practicable, and rules 37 and 38 are to apply.
36.2 The returning officer may open any covering envelope or any ballot paper envelope for the purposes of rules 37 and 38, but must make arrangements to ensure that no person obtains or communicates information as to:
(a) the candidate for whom a voter has voted or
(b) the unique identifier on a ballot paper.
36.3 The returning officer must make arrangements to ensure the safety and security of the ballot papers and other documents.
37 Validity of votes
37.1 A ballot paper shall not be taken to be duly returned unless the returning officer is satisfied that it has been received by the returning officer before the close of the poll, with an ID declaration form if required that has been correctly completed, signed and dated.
37.2 Where the returning officer is satisfied that rule 37.1 has been fulfilled, they will:
(a) put the declaration form if required in a separate packet, and
(b) put the ballot paper aside for counting after the close of the poll.
37.3 Where the returning officer is not satisfied that rule 37.1 has been fulfilled, they will:
(a) mark the ballot paper “disqualified”,
(b) if there is an ID declaration form accompanying the ballot paper, mark it “disqualified” and attach it to the ballot paper,
(c) record the unique identifier on the ballot paper in a list of disqualified documents (the “list of disqualified documents”); and
(d) place the document or documents in a separate packet.
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37.4 An internet, telephone or text message vote shall not be taken to be duly returned unless the returning officer is satisfied that the internet voting record, telephone voting record or text voting record (as applicable) has been received by the returning officer before the close of the poll, with a declaration of identity if required that has been correctly made.
37.5 Where the returning officer is satisfied that rule 37.4 has been fulfilled, they will put the internet voting record, telephone voting record or text voting record (as applicable) aside for counting after the close of the poll.
37.6 Where the returning officer is not satisfied that rule 37.4 has been fulfilled, they will:
(a) mark the internet voting record, telephone voting record or text voting record (as applicable) “disqualified”.
(b) record the voter ID number on the internet voting record, telephone voting record or text voting record (as applicable) in the list of disqualified documents; and
(c) place the document or documents in a separate packet.
38 Declaration of identity but no ballot paper (public and patient constituency)
38.1 Where the returning officer receives an ID declaration form if required but no ballot paper, the returning officer is to:
(a) mark the ID declaration form “disqualified”.
(b) record the name of the voter in the list of disqualified documents, indicating that a declaration of identify was received from the voter without a ballot paper, and
(c) place the ID declaration form in a separate packet.
39 De-duplication of votes
39.1 Where different methods of polling are being used in an election, the returning officer shall examine all votes cast to ascertain if a voter ID number has been used more than once to cast a vote in the election.
39.2 If the returning officer ascertains that a voter ID number has been used more than once to cast a vote in the election they shall:
(a) only accept as duly returned the first vote received that was cast using the relevant voter iD number; and
(b) mark as “disqualified” all other votes that were cast using the relevant voter ID number
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39.3 Where a ballot paper is disqualified under this rule the returning officer shall: mark the ballot paper “disqualified”,
(a) if there is an ID declaration form accompanying the ballot paper, mark it “disqualified” and attach it to the ballot paper,
(b) record the unique identifier and the voter ID number on the ballot paper in the is list of disqualified documents,
(c) place the document or documents in a separate packet; and
(d) disregard the ballot paper when counting the votes in accordance with these rules.
39.4 Where an internet voting record, telephone voting record or text voting record is disqualified under this rule the returning officer shall:
(a) mark the internet voting record, telephone voting record or text voting record (as applicable) “disqualified”,
(b) record the voter ID number on the internet voting record, telephone voting record or text voting record (as applicable) in the list of disqualified documents.
(c) place the internet voting record, telephone voting record or text voting record (as applicable) in a separate packet, and
(d) disregard the internet voting record, telephone voting record or text voting record (as applicable) when counting the votes in accordance with these rules.
40 Sealing of packets
40.1 As soon as is possible after the close the poll and after the completion of the procedure under rules 37 and 38, the returning officer is to seal the packets containing:
(a) the disqualified documents, together with the list of disqualified documents inside it,
(b) the ID declaration forms, if required,
(c) the list of spoilt ballot papers and the list of spoilt text message votes,
(d) the list of lost ballot documents,
(e) the list of eligible voters, and
(f) the list of tendered voting information
and ensure that complete electronic copies of the internet voting records, telephone voting records and text voting records created in accordance with rule 26 are held in a device suitable for the purpose of storage.
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PART 6 COUNTING THE VOTES
41 Arrangements for counting of votes
41.1 The returning officer is to make arrangements for counting the votes as soon as it is practicable, after the close of the poll.
41.2 The returning officer may make arrangements for any votes to be counted using vote counting software where:
(a) the Board of Directors and the Council of Governors of the Trust have approved:
(i) the use of such software for the purpose of counting votes in the relevant election, and
(ii) a policy governing the use of such software, and
(b) the Trust and the returning officer are satisfied that the use of such software will produce an accurate result.
42 The count
42.1 The returning officer is to: (a) count and record the number of:
(i) ballot papers that have been returned; and
(ii) the number of internet voting records, telephone voting records and/or text voting records that have been created, and
(b) count the votes according to the provisions in this Part of the rules and/or the provisions of any policy approved pursuant to rule 41.2(ii) where vote counting software is being used.
42.2 The returning officer, while counting and recording the number of ballot papers, internet voting records, telephone voting records and/or text voting records and counting the votes, must make arrangements to ensure that no person obtains or communicates information as to the unique identifier on a ballot paper or the voter ID number on an internet voting record, telephone voting record or text voting record.
42.3 The returning officer is to proceed continuously with counting the votes as far as is practicable.
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43 Rejected ballot papers and rejected text voting records
43.1 Any ballot paper:
(a) which does not bear the features that have been incorporated into the other ballot papers to prevent them from being reproduced,
(b) on which votes are given for more candidates than the voter is entitled to vote,
(c) on which anything is written or marked by which the voter can be identified except the unique identifier, or
(d) which is unmarked or rejected because of uncertainty,
shall, subject to rules 43.2 and 43.3, be rejected and not counted.
43.2 Where the voter is entitled to vote for more than one candidate, a ballot paper is not to be rejected because of uncertainty in respect of any vote where no uncertainty arises, and that vote is to be counted.
43.3 A ballot paper on which a vote is marked:
(a) elsewhere than in the proper place,
(b) otherwise than by means of a clear mark.
(c) by more than one mark,
Is not to be rejected for such reason (either wholly or in respect of that vote) if an intention that the vote shall be for one or other of the candidates clearly appears, and the way the paper is marked does not itself identify the voter and is not shown that they can be identified by it.
43.4 The returning officer is to:
(a) endorse the word “rejected” on any ballot paper which under this rule is not to be counted, and
(b) in the case of a ballot paper on which any vote is counted under rules 43.2 and 43.3, endorse the words “rejected in part” on the ballot paper and indicate which vote or votes have been counted.
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43.5 The returning officer is to draw up a statement showing the number of rejected ballot papers under the following headings:
(a) does not bear proper features that have been incorporated into the ballot papers,
(b) voting for more candidates than the voter is entitled to,
(c) writing or mark by which voter could be identified, and
(d) unmarked or rejected because of uncertainty,
and, where applicable, each heading must record the number of ballot papers rejected in part.
43.6 Any text voting record:
(a) on which votes are given for more candidates than the voter is entitled to vote,
(b) on which anything is written or marked by which the voter can be identified except the voter ID number, or
(c) which is unmarked or rejected because of uncertainty,
shall, subject to rules 43.7 and 43.8, be rejected and not counted.
43.7 Where the voter is entitled to vote for more than one candidate, a text voting record is not to be rejected because of uncertainty in respect of any vote where no uncertainty arises, and that vote is to be counted.
43.8 A text voting record on which a vote is marked:
(a) otherwise than by means of a clear mark,
(b) by more than one mark,
is not to be rejected for such reason (either wholly or in respect of that vote) if an intention that the vote shall be for one or other of the candidates clearly appears, and the way the text voting record is marked does not itself identify the voter and it is not shown that they can be identified by it.
43.9 The returning officer is to:
(a) endorse the word “rejected” on any text voting record which under this rule is not to be counted and
(b) in the case of a text voting record on which any vote is counted under rules 43.7 and 43.8, endorse the words “rejected in part” on the text voting record and indicate which vote or votes have been counted.
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43.10 The returning officer is to draw up a statement showing the number of rejected text voting records under the following headings:
(a) voting for more candidates than the voter is entitled to,
(b) writing or mark by which voter could be identified, and
(c) unmarked or rejected because of uncertainty,
and, where applicable, each heading must record the number of text voting records rejected in part.
44 Equality of votes
Where, after the counting of votes is completed, an equality of votes is found to exist between any candidates and the addition of a vote would entitle any of those candidates to be declared elected, the returning officer is to decide between those candidates by a lot, and proceed as if the candidate on whom the lot falls had received an additional vote.
PART 7 FINAL PROCEEDINGS IN CONTESTED AND UNCONTESTED ELECTIONS
45 Declaration of result for contested elections
45.1 In a contested election, when the result of the poll has been ascertained, the returning officer is to:
(a) declare the candidate or candidates whom more votes have been given than for the other candidates, up to the number of vacancies to be filled on the Council of Governors from the constituency, or class within a constituency, for which the election is being held to be elected.
(b) give notice of the name of each candidate who they have declared elected:
(i) where the election is held under a proposed constitution pursuant to powers conferred on the Chesterfield Royal Hospital NHS Foundation Trust by section 33(40 of the 2006 Act to the Chair of the NHS Trust, or
(ii) in any other case, to the Chair of the Trust; and
(c) give public notice of the name of each candidate whom they have declared elected.
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45.2 The returning officer is to make:
(a) the total number of votes given for each candidate (whether elected or not), and
(b) the number of rejected ballot papers under each of the headings in rule 43.5,
(c) the number of rejected text voting records under each of the headings in rule 43.10,
available on request.
46 Declaration of result for uncontested elections
46.1 In an uncontested election, the returning officer is to as soon as is practicable after final day for the delivery of notices of withdrawals by candidates from the election:
(a) declare the candidate or candidates remaining validly nominated to be elected,
(b) give notice of the name of each candidate who they have declared elected to the Chair of the Trust, and
(c) give public notice of the name of each candidate who they have declared elected.
PART 8 DISPOSAL OF DOCUMENTS
47 Sealing up of documents relating to the poll
47.1 On completion of the counting at a contested election, the returning officer is to seal up the following documents in separate packets:
(a) the counted ballot papers, internet voting records, telephone voting records and text voting records,
(b) the ballot papers and text voting records endorsed with “rejected in part”,
(c) the rejected ballot papers and text voting records, and
(d) the statement of rejected ballot papers and the statement of rejected text voting records,
and ensure that complete electronic copies of the internet voting records, telephone voting records and text voting records created in accordance with rule 26 are held in a device suitable for the purpose of storage.
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47.2 The returning officer must not open the sealed packets of:
(a) the disqualified documents, with the list of disqualified documents inside it,
(b) the list of spoilt ballot papers and the list of spoilt text message votes,
(c) the list of lost ballot documents, and
(d) the list of eligible voters,
or access the complete electronic copies of the internet voting records, telephone voting records and text voting records created in accordance with rule 26 and held in a device suitable for the purpose of storage.
47.3 The returning officer must endorse on each packet a description of:
(a) its contents,
(b) the date of the publication of notice of the election,
(c) the name of the Trust to which the election relates, and
(d) the constituency or class within a constituency to which the election relates.
48 Delivery of documents
48.1 Once the documents relating to the poll have been sealed up and endorsed pursuant to rule 49, the returning officer is to forward them to the chair of the Trust.
49 Forwarding of documents after the close of the poll
49.1 Where:
(a) any voting documents are received by the returning officer after the close of the poll, or
(b) any envelopes addressed to eligible voters are returned as undelivered too late to be resent, or
(c) any applications for replacement voting information are made too late to enable new voting information to be issued,
the returning officer is to put them in a separate packet, seal it up, and endorse and forward it to the Chair of the Trust.
50 Retention and public inspection of documents
50.1 The Trust is to retain the documents relating to an election that are forwarded to the chair by the returning officer under these rules for one year, and then, unless otherwise directed by the Board of Directors of the Trust, cause them to be destroyed.
50.2 With the exception of the documents listed in rule 51.1, the documents relating to an election that are held by the Trust shall be available for inspection by members of the public at all reasonable times.
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50.3 A person may request a copy or extract from the documents relating to an election that are held by the Trust, and the Trust is to provide it, and may impose a reasonable charge for doing so.
51 Application for inspection of certain documents relating to an election
51.1 The Trust may not allow:
(a) the inspection of, or the opening of any sealed packet containing –
(i) any rejected ballot papers, including ballot papers rejected in part,
(ii) any rejected text voting records, including text voting records rejected in part,
(iii) any disqualified documents, or the list of disqualified documents,
(iv) any counted ballot papers, internet voting records, telephone voting records or text voting records, or
(v) the list of eligible voters, or
(b) access to or the inspection of the complete electronic copies of the internet voting records, telephone voting records and text voting records created in accordance with rule 26 and held in a device suitable for the purpose of storage,
by any person without the consent of the Board of Directors of the Trust.
51.2 A person may apply to the Board of Directors of the Trust to inspect any of the documents listed in rule 51.1, and Board of Directors of the Trust may only consent to such inspection, if it is satisfied that it is necessary for the purpose of questioning an election pursuant to Part 11
51.3 The Board of Directors of the Trust’s consent may be on any terms or conditions that it thinks necessary, including conditions as to –
(a) persons,
(b) time,
(c) place and mode of inspection,
(d) production or opening,
and the Trust must only make the documents available for inspection in accordance with those terms and conditions.
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51.4 On an application to inspect any of the documents listed in rule 51.1 the Board of Directors of the Trust must:
(a) in giving its consent, and
(b) in making the documents available for inspection
ensure that the way in which the vote of any particular Member has been given shall not be disclosed, until it has been established –
(i) that their vote was given, and (ii) that NHS I/E has declared that the vote was invalid.
PART 9 DEATH OF A CANDIDATE DURING A CONTESTED ELECTION
52 Countermand or abandonment of poll on death of candidate
52.1 If at a contested election, proof is given to the returning officer’s satisfaction before the result of the election is declared that one of the persons named or to be named as a candidate has died, then the returning officer is to:
(a) countermand notice of the poll, or, if voting information has been issued, direct that the poll be abandoned within the constituency or class, and
(b) order a new election, on a date to be appointed by them in consultation with the Trust, within a period of 40 days, computed in accordance with rule 3 of these rules, beginning with the day that the poll was countermanded or abandoned.
52.2 Where a new election is ordered under rule 52.1, no fresh nomination is necessary for any candidate who was validly nominated for the election where the poll was countermanded or abandoned but further candidates shall be invited for that constituency or class.
52.3 Where a poll is abandoned under rule 52.1(a), rules 52.4 to 52.7 are to apply.
52.4 The returning officer shall not take any step or further step to open envelopes or deal with their contents in accordance with rules 38 and 39, and is to make up separate sealed packets in accordance with rule 40.
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52.5 The returning officer is to:
(a) count and record the number of ballot papers, internet voting records, telephone voting records and text voting records that have been received,
(b) seal up the ballot papers, internet voting records, telephone voting records and text voting records into packets, along with the records of the number of ballot papers, internet voting records, telephone voting records and text voting records and
ensure that complete electronic copies of the internet voting records telephone voting records and text voting records created in accordance with rule 26 are held in a device suitable for the purpose of storage.
52.6 The returning officer is to endorse on each packet a description of:
(a) its contents,
(b) the date of the publication of notice of the election,
(c) the name of the Trust to which the election relates, and
(d) the constituency, or class within a constituency, to which the election relates.
52.7 Once the documents relating to the poll have been sealed up and endorsed pursuant to rules 52.4 to 52.6, the returning officer is to deliver them to the Chair of the Trust, and rules 50 and 51 are to apply.
PART 10 ELECTION EXPENSES AND PUBLICITY
Election expenses
53 Election expenses
Any expenses incurred, or payments made, for the purposes of an election which contravene this Part are an electoral irregularity, which may only be questioned in an application made to NHS I/E under Part 11 of these rules.
54 Expenses and payment by candidates
54.1 A candidate may not incur any expenses or make a payment (of whatever nature) for the purposes of an election, other than expenses or payments that relate to:
(a) personal expenses,
(b) travelling expenses and expenses incurred while living away from home, and
(c) expenses for stationery, postage, telephone, internet (or any similar means of communication) and other petty expenses, to a limit of £100. (d)
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55 Election expenses incurred by other persons
55.1 No person may:
(a) incur any expenses or make a payment (of whatever nature) for the purposes of a candidate’s election, whether on that candidate’s behalf or otherwise, or
(b) give a candidate or their family any money or property (whether as a gift, donation, loan, or otherwise) to meet or contribute to expenses incurred by or on behalf of the candidate for the purposes of an election.
55.2 Nothing in this rule is to prevent the Trust from incurring such expenses, and making suck payments, as it considers necessary pursuant to rules 56 and 57.
Publicity
56 Publicity about election by the Trust
56.1 The Trust may:
(a) compile and distribute such information about the candidates, and (b) organise and hold such meetings to enable the candidates to speak and respond to questions,
as it considers necessary.
56.2 Any information provided by the Trust about the candidates, including information compiled by the Trust under rule 57, must be:
(a) objective, balanced and fair,
(b) equivalent in size and content for all candidates,
(c) compiled and distributed in consultation with all of the candidates standing for election, and
(d) must not seek to promote or procure the election of a specific candidate or candidates, at the expense of the electoral prospects of one or more other candidates.
56.3 Where the Trust proposes to hold a meeting to enable the candidates to speak, the Trust must ensure that all of the candidates are invited to attend, and in organising and holding such a meeting, the Trust must not seek to promote or procure the election of a specific candidate or candidates at the expense of the electoral prospects of one or more other candidates.
57 Information about candidates for inclusion with voting information
57.1 The Trust must compile information about the candidates standing for election, to be distributed by the returning officer pursuant to rule 24 of these rules.
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57.2 The information must consist of:
(a) a statement submitted by the candidate of no more than 250 words.
(b) if voting by telephone or text message is a method of polling for the election, the numerical voting code allocated by the returning officer to each candidate, for the purpose of recording votes using the telephone voting facility or the text message voting facility (“numerical voting code”), and
(c) a photograph of the candidate.
58 Meaning of “for the purposes of an election”
58.1 In this Part, the phrase “for the purposes of an election” means with a view to, or otherwise in connection with, promoting or procuring a candidate’s election, including the prejudicing of another candidate’s electoral prospects; and the phrase “for the purposes of a candidate’s election” is to be construed accordingly.
58.2 The provision of any individual of their own services voluntarily, on their own time, and free of charge is not to be considered an expense for the purposes of this Part.
PART 11 QUESTIONING ELECTIONS AND THE CONSEQUENCE OF IRREGULARITIES
59 Application to question an election
59.1 An application alleging a breach of these rules, including an electoral irregularity under Part 10, may be made to NHS I/E.
59.2 An application may only be made once the outcome of the election has been declared by the returning officer.
59.3 An application may only be made to NHS I/E by:
(a) a person who voted at the election or who claimed to have had the right to vote, or
(b) a candidate, or a person claiming to have had a right to be elected at the election.
59.4 The application must:
(a) describe the alleged breach of the rules or electoral irregularity, and
(b) be in such a form as NHS I/E may require.
59.5 The application must be presented in writing within 21 days of the declaration of the result of the election.
59.6 If NHS I/E requests further information from the applicant, then that person must provide it as soon as is reasonably practicable.
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59.7 NHS I/E shall delegate the determination of an application to a person or panel of persons to be nominated for the purpose.
59.8 The determination by the person or panel of persons nominated in accordance with rule 59.7 shall be binding on and shall be given effect by the Trust, the applicant and the Members of the constituency (or class within a constituency) including all the candidates for the election to which the application relates.
59.9 NHS I/E may prescribe rules of procedure for the determination of an application including costs.
PART 12 MISCELLANEOUS
60 Secrecy
60.1 The following persons:
(a) the returning officer,
(b) the returning officer’s staff,
must maintain and aid in maintaining the secrecy of the voting and the counting of the votes, and must not, except for some purpose authorised by law, communicate to any person any information as to:
(i) the name of any Members of the Trust who has or has not been given voting information or who has or has not voted,
(ii) the unique identifier on any ballot paper,
(iii) the voter ID number allocated to any voter,
(iv) the candidate(s) for whom any Member has voted.
60.2 No person may obtain or attempt to obtain information as to the candidate(s) for whom a voter is about to vote or has voted, or communicate such information to any person at any time, including the unique identifier on a ballot paper given to a voter or the voter ID number allocated to a voter.
60.3 The returning officer is to make such arrangements as they think fit to ensure that the individuals who are affected by this provision are aware of the duties it imposes.
61 Prohibition of disclosure of use
61.1 No person who has voted at an election shall, in any legal or other proceedings to question the election, be required to state for whom they have voted.
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62 Disqualification
62.1 A person may not be appointed as a returning officer, or as staff of the returning officer pursuant to these rules, if that person is:
(a) a Member of the Trust,
(b) an employee of the Trust;
(c) a Director of the Trust, or
(d) employed by or on behalf of a person who has been nominated for election.
63 Delay in postal service through industrial action or unforeseen event
63.1 If industrial action, or some other unforeseen event, results in a delay in:
(a) the delivery of the documents in rule 24, or
(b) the return of the ballot papers,
the returning officer may extend the time between the publication of the notice of the poll and the close of the poll by such period as they consider appropriate.
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Annex 6: Standing Order of the Council of Governors
(See paragraph 8.16 of the constitution)
INTRODUCTION
Statutory Framework
The Chesterfield Royal Hospital NHS Foundation Trust (the Trust) is a public benefit Trust authorised by Monitor (now known as NHS I/E the Sector Regulator of Health Services in England) with effect from 1 January 2005.
The statutory functions conferred on the Trust are set out in the National Health Service Act 2006 and in the Trust’s Licence set by NHS I/E.
As a public benefit Trust the Trust has specific powers to contract in its own name and to act as a corporate trustee. In the latter role it is accountable to the Charity Commission for those funds deemed to be charitable.
NHS Framework
The Constitution requires the Council of Governors to adopt its own Standing Orders for its practice and procedures.
INTERPRETATION In these Standing Orders, the provisions relating to interpretation in the Constitution shall apply and the words and expressions defined in the Constitution shall have the same meaning and in addition:
“THE ACT” shall mean the National Health Service Act 2006.
“LICENCE”” shall mean the provider Licence issued to the Trust by NHS I/E under the Health and Social Care Act, 2012.
“TRUST” shall mean Chesterfield Royal Hospital NHS Foundation Trust.
“BOARD OF shall mean the Board of Directors as constituted in accordance with the Trust’s DIRECTORS” Constitution.
“COUNCIL OF shall mean the Council of Governors as constituted in accordance with the GOVERNORS” Trust’s Constitution.
“CHAIR” shall means the person appointed to be Chair of the Trust pursuant to section 9 of the Constitution.
“CHIEF EXECUTIVE” shall mean the Chief Officer of the Trust.
“CONSTITUTION” shall mean the Constitution approved by, and from time to time varied by agreement with, NHS I/E.
“DIRECTOR” shall mean a Member of the Board of Directors as defined in section 9 of the Constitution.
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“GOVERNOR” shall mean a Member of the Council of Governors as defined in section 8 of the Constitution.
“MOTION” shall mean a formal proposition to be discussed and voted on during the course of a meeting.
“NHS I/E” shall mean the Sector Regulator for Health Services in England “OFFICER” shall mean an employee of the Trust.
“DEPUTY CHAIR” shall mean the public Governor appointed by the Council of Governors to act NHS I/E’S LEAD as Deputy Chair for their elected period to preside at meetings of the Council GOVERNOR of Governors in the Chair’s absence, and otherwise to fulfil the role specified for the Lead Governor in the Code of Governance; or another Governor who is appointed by the Council of Governors to deputise for the Lead Governor in the absence of the Lead Governor.
“FOUNDATION shall mean the secretary to the Trust or any other person appointed to TRUST SECRETARY” perform the duties of the secretary to the Trust.
COUNCIL OF GOVERNORS
Roles and responsibilities of Governors – The roles and responsibilities of the Council of Governors are set out in paragraph 8.15 of the Constitution. The Council of Governors is required to support the NHS core principles.
Composition of the Council of Governors – The composition of the Council of Governors is set out in paragraph 8.2 of the Constitution.
Appointment of the Chair and Non-Executive Directors – The Chair and Non- Executive Directors are appointed by the Council of Governors in accordance with paragraphs 9.3 of the Constitution and the process set out in these Standing Orders at section B, paragraphs 56-58, and appendix A.
Terms of office of the Chair and Non-Executive Directors – The provisions governing the period of tenure of office of the Chair and Non-Executive Directors are contained in Appendix A of these Standing Orders.
Appointment of the Deputy Chair – The Council of Governors shall appoint a Deputy Chair for the Council of Governors and shall appoint a Non-Executive Director to act as Deputy Chair of the Board of Directors. The provisions governing the appointment of the Deputy Chair of the Council of Governors are contained in section A paragraphs 17-19 of these Standing Orders.
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The Deputy Chair of the Council of Governors shall preside for the Chair of the Trust in the following circumstances:
In the absence of the Chair.
On those occasions when the Council of Governors is considering matters relating to the Chair and it would be inappropriate for the Chair to be present.
When the remuneration, allowance and other terms and conditions of the Chair are being considered.
When the appointment of the Chair is being considered, should the current Chair be a candidate for reappointment.
When the Council of Governors is reviewing the appraisal of the Chair.
On the occasions when the Chair declares a pecuniary interest that prevents them from taking part in the consideration or discussion of a matter before the Council of Governors.
Appointment of the Senior Independent Director – The Board of Directors in consultation with the Council of Governors will appoint one of the Non-Executive Directors as the Senior Independent Director for the Trust.
The Senior Independent Director should be available to Directors and Governors if they have concerns which, contact through the normal channels, of Chair, Chief Executive or Foundation Trust Secretary has failed to resolve or for which such contact is inappropriate.
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SECTION A: CONDUCT OF MEETINGS
Admission of the public and the press
1 The public and representatives of the press shall be afforded facilities to attend all formal meetings of the Council of Governors but shall be required to withdraw upon the Council of Governors resolving as follows:
“That representatives of the press and other members of the public be excluded from the remainder of this meeting having regard to the confidential nature of the business to be transacted, publicity on which would be prejudicial to the public interest.”
2 The Chair (or Deputy Chair) shall give such directions as they think fit in regard to the arrangements for meetings and accommodation of the public and representatives of the press such as to ensure that the Council of Governors’ business shall be conducted without interruption and disruption and, without prejudice to the power to exclude on the grounds of the confidential nature of the business to be transacted, the Council of Governors may resolve as follows:
“That in the interests of public order the meeting adjourn for (the period to be specified) to enable the Council of Governors to complete business without the presence of the public in accordance with 10.1.4 of this Constitution.”
3 Nothing in these Standing Orders shall require the Council of Governors to allow members of the public or representatives of the press to record proceedings in any manner whatsoever, other than in writing, or to make any oral report of proceedings as they take place without prior agreement of the Council of Governors.
Calling and notice of meetings
4 Meetings of the Council of Governors shall be determined at such times as the Council of Governors may determine and at such places as they may from time to time appoint.
5 Save in the case of emergencies or the need to conduct urgent business, the Foundation Trust Secretary shall give at least fourteen (14) days written notice (including Saturday and Sunday and any English Bank Holiday) of the date and place of every meeting of the Council of Governors to all Governors. Notice will also be published in a local newspaper or newspapers circulating in the area served by the Trust and on the Trust’s website www.chesterfieldroyal.nhs.uk. The notice of the meeting will be signed by the Chair or Foundation Trust Secretary.
6 The names of Governors present at the meetings shall be recorded.
7 The Chair may call a meeting of the Council of Governors at any time.
8 If the Chair refuses to call a meeting after a requisition for that purpose signed by at least ten Governors has been presented to them specifying the business to be carried out, the Foundation Trust Secretary shall call a meeting on at least fourteen (14) but not more than twenty-eight (28) days notice (including Saturday and Sunday and any English Bank Holiday) to discuss the specified business. If the Foundation Trust Secretary fails to call such a meeting, the ten Governors shall call such a meeting.
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9 In the case of a meeting called by Governors in default of the Chair and the Foundation Trust Secretary, the notice shall be signed by those Governors and no business shall be transacted at the meeting other than that specified on the notice.
10 Following notice of the meeting as per paragraph 5, an agenda for the meeting, specifying the business proposed to be transacted at it shall be provided to every Governor so as to be available to them at least seven (7) clear days (including Saturday and Sunday and any English Bank Holiday) before the meeting. The agendas will include all supporting papers.
11 Lack of service of the notice on any one person above shall not affect the validity of the meeting, but failure to serve such a notice on more than half the Governors will invalidate the meeting. A notice shall be presumed to have been served at the time at which the notice would be delivered in the ordinary course of the post or email.
Quorum
14 No business shall be transacted at a meeting of the Council of Governors unless at least nine Governors are present of which at least five must be public Governors. The Council of Governors may agree that its Members can participate in its meeting by telephone, video or computer link. Participation in a meeting in this manner shall be deemed to constitute presence in person at the meeting
Setting the agenda
15 The Council of Governors may determine that certain matters shall appear on every agenda for a meeting of the Council of Governors and shall be addressed prior to any other business being conducted.
16 A Governor desiring a matter to be included on an agenda shall make the request in writing to the Chair at least twenty-one (21) clear days (including Saturday and Sunday and any English Bank Holiday) before the meeting. Requests made less than twenty-one (21) clear days before a meeting may be included on the agenda at the discretion of the Chair or the Foundation Trust Secretary.
Chairship of the meeting
17 The Council of Governors shall appoint a Deputy Chair for the Council of Governors. The Deputy Chair will be a Public Governor and will hold office as Deputy Chair for the period they are a Public Governor and for a maximum period, without re-appointment by the Council of Governors, of three years or before if the Council of Governors decide to terminate the appointment at an earlier date
18 The Deputy Chair post shall be reviewed by the Council of Governors on the expiry of the current term of office of the Public Governor appointed to the post. Nominations will be sought from all Public Governors for appointment to the post and, in the event of there being more than one nominee, the appointment will be determined by a ballot in which all Governors will vote. If the Public Governor who has served as Deputy Chair is re-elected as a Public Governor on expiry of their term of office, they will be eligible for consideration for re-appointment to the post of Deputy Chair.
19 To enable continuity during the election process, the serving Deputy Chair will continue in the role until the appointments process has been completed.
20 The Deputy Chair will be a Member of the Nominations Committee and will also be deputy
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Chair of the Committee.
21 At any meeting of the Council of Governors, the Chair of the Trust, if present, shall preside. If the Chair is absent from the meeting the Deputy Chair of the Council of Governors, if they are present, shall preside. If the Chair and the Deputy Chair of the Council of Governors are absent, a Governor from the public constituency will be nominated to preside and exercise the casting vote, the nomination to be approved by a majority vote of those present at the meeting.
22 If the Chair is disqualified from participating because of a declared conflict of interest, the Deputy Chair of the Council of Governors, if present, shall preside. If the Chair and the Deputy Chair of the Council of Governors are disqualified from participating because of a declared conflict of interest, a Governor from the public constituency will be nominated to preside and exercise the casting vote, the nomination to be approved by a majority vote of those present at the meeting.
Notices of motion
23 A Governor desiring to move or amend a motion shall send a written notice thereof at least Twenty-one (21) clear days (including Saturday and Sunday and any English Bank Holiday) before the meeting to the Chair, who shall insert in the agenda for the meeting all notices so received subject to the notice being permissible under the appropriate regulations. This paragraph shall not prevent any motion being moved during the meeting, without notice on any business mentioned on the agenda subject to preceding provisions.
Withdrawal of motion or amendments
24 A motion or amendment once moved and seconded may be withdrawn by the proposer with the concurrence of the seconder and the consent of the Chair.
Motion to rescind a resolution
25 Notice of motion to amend or rescind any resolution (or general substance of any resolution) which has been passed within the preceding six calendar months shall bear the signature of the Governors who give it and also the signature of four other Governors, of whom at least two shall be public Governors When any such motion has been disposed of by the Trust, it shall not be competent for anyone other than the Chair to propose a motion to the same effect within six months, although the Chair may do so if they consider it appropriate.
Motions
26 The mover of a motion shall have the right of reply at the close of any discussions on the motion or any amendment thereto.
27 When a motion is under discussion or immediately prior to discussion it shall be open to a Governor to move:
. An amendment to the motion. . The adjournment of the discussion or the meeting. . That the meeting proceed to the next business. (*) . The appointment of an ad hoc committee to deal with a specific item of business. . That the motion be now put. (*)
[* In the case of sub-paragraphs denoted by (*) above to ensure objectivity motions may only be put by a Governor who has not previously taken part in the debate.]
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28 No amendment to the motion shall be admitted if, in the opinion of the Chair of the meeting, the amendment negates the substance of the motion.
Chair’s ruling
29 The decision of the Chair of the meeting on the question of order, relevance and regularity and other matters shall be final. The Chair of the Trust, advised by the Foundation Trust Secretary, shall be the final authority in the interpretation of these Standing Orders.
Voting
30 If in the opinion of the Chair or on the advice of the Foundation Trust Secretary or requested by five or more Governors a vote shall be required on a question at a meeting, a vote shall be taken. The results of such a vote will be determined by a majority vote of the Governors present. In the case of an equality of votes, the person presiding shall have a second or casting vote.
31 All questions put to the vote shall, at the discretion of the Chair, be determined by oral expression or by a show of hands. A paper ballot may also be used if a majority of the Governors present so request, or the Foundation Trust Secretary deems it advisable or necessary.
32 In no circumstances may an absent Governor vote by proxy. Absence is defined as being absent at the time of the vote.
33 If a Governor so requests their vote shall be recorded by name upon any vote other than by paper ballot, it shall be recorded in the minutes of the proceedings of the meeting.
Minutes
34 The minutes of the proceedings of a meeting shall be drawn up and appropriately record the meeting and action points arising from the meeting.
35 The minutes of the meeting shall be included in the papers for the next meeting. No discussion shall take place upon the minutes, except upon their accuracy, or where the Chair considers discussion appropriate. Any amendments to the minutes shall be agreed and recorded.
36 Once approved by the full Council of Governors, the minutes of the meeting shall be retained in the Trust as a permanent record and the final minutes shall be added to the Trust’s internet site for public inspection.
Record of attendance
37 The attendance of the Governors at meetings of the Council of Governors will be recorded in the minutes and reported in the annual report.
Adjournment of meetings
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38 The Council of Governors may, by resolution, adjourn any meeting to some other specified date, place and time and such adjourned meeting shall be deemed a continuation of the original meeting. No business shall be transacted at any adjourned meeting which was not included in the agenda of the adjourned meeting.
39 When any meeting is adjourned to a date more than fourteen (14) days’ hence (including Saturday, Sunday and any English Bank Holiday), notice of the adjournment shall be sent to each Governor specifying the business to be transacted.
SECTION B: COMMITTEES
Appointment of Committees
40 Subject to paragraph 41 below and such directions as may be given by NHS I/E the Council of Governors may and, if directed by them, shall appoint committees of the Council of Governors, consisting wholly or partly of Governors. In all cases, each committee shall have a majority of public Governors.
41 The Council of Governors will form a Nominations Committee, and an Involvement and Engagement Committee as standing committees. Each of these committees will have terms of reference approved by the whole Council of Governors. The committees will be able to formulate recommendations, which must be approved by the full Council of Governors at a general meeting. Such terms of reference shall have effect as if incorporated into these Standing Orders.
42 A committee appointed under paragraph 41 may, subject to such directions as may be given by NHS I/E or the Council of Governors, appoint sub-committees or working groups consisting wholly or partly of Members of the committee.
43 These Standing Orders, as far as it is applicable, shall apply with appropriate alteration to meetings of any committees established by the Council of Governors. The provisions in this section which apply to committees of the Council of Governors shall also be taken to apply to sub-committees of those committees.
44 Ad hoc committees of the Council of Governors shall have such terms of reference and powers and be subject to such conditions (as to reporting back to the Council of Governors), as the Council of Governors shall decide. Such terms of reference shall have effect as if incorporated into these Standing Orders.
45 Committees may not delegate their powers to a sub-committee unless expressly authorised by the Council of Governors.
46 The Council of Governors shall approve the appointments of Governors to each of the committees which it has formally constituted. Where the Council of Governors determines that persons who are neither Governors, nor Directors or officers, shall be appointed to a committee, the terms of such an appointment shall be determined by the Council of Governors subject to the payment of travelling and other allowances being in accordance with such sum as may be determined by the Board of Directors or NHS I/E.
47 Where the Council of Governors is required to appoint persons to a committee or to undertake statutory functions as required by NHS I/E, and where such appointments are to operate independently of the Council of Governors or the Board of Directors, such appointment shall be made in accordance with any regulations laid down by the Chief
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Executive or their nominated officer or any directions or guidance issued by NHS I/E from time to time.
48 An appointed Governor will be eligible to serve on a committee for the duration of their current term of office. At the expiry of that term, the appointed Governor’s membership of the committee will automatically expire and the Council of Governors will seek nominations for membership of that committee from among the appointed Governors. The appointed Governor who has already served on the committee will, if re-appointed to the Council of Governors by their sponsoring organisation, be eligible to be nominated to serve on the committee again, coterminous with their further term of office.
49 An elected Governor will be eligible to serve on a committee for the duration of their current term of office. At the expiry of that term, the elected Governor’s membership of the committee will automatically expire and the Council of Governors will seek nominations for membership of that committee from among the elected Governors. The elected Governor who has already served on the committee will, if re-elected to the Council of Governors, be eligible to be nominated to serve on the committee again, coterminous with their further term of office.
50 If an elected or appointed Governor is unable to complete their appointed term of membership of a committee (ie as a result of illness, planned extended absence, etc), the Council of Governors may, at its discretion, appoint another elected or appointed Governor in their stead. Where a sponsoring organisation for an appointed Governor has been invited by the Council of Governors to appoint a temporary replacement for the absent appointed Governor to membership of the Council, that person will normally take the absent Governor’s place on any committees to which they have been appointed for the duration of the appointed Governor’s absence.
51 A Governor may only serve on a maximum of two committees unless there is an unfilled vacant seat on a committee.
52 Where the role of Chair for a committee has been left vacant due to term of office ending for the previous incumbent, the committee will, as its first agenda item following the election process for committee membership, appoint to the role of Chair for that committee.
Confidentiality
53 A Member of a committee shall not disclose a matter dealt with by, or brought before, the committee without its permission until the committee shall have reported to the Council of Governors or shall otherwise have concluded on that matter.
54 A Governor or a Member of a committee shall not disclose any matter reported to the Council of Governors or otherwise dealt with by the committee, notwithstanding that the matter has been reported or action has been concluded, if the Council of Governors or committee shall resolve that it is confidential.
55 In relation to patient confidentiality, the provisions at paragraphs 53 and 54 above for disclosure of information by Governors or Members of committees established by the Council of Governors shall not apply, and such information shall not be disclosed under any circumstances.
Appointment of the Chair and Non-Executive Directors
56 For new appointments of the Chair and Non-Executive Directors the Council of Governors will form an Appointments Committee. Reappointments will be overseen by the
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Nominations Committee.
57 Such a committee will be convened separately for each appointment and will have a majority of public Governors.
58 The arrangements for the functioning of Appointments Committees are set out in appendix A attached to these standing orders.
SECTION C: REGISTER AND DECLARATION OF GOVERNORS’ INTERESTS
59 The Constitution section 12.5 requires Governors to declare interests which are in accordance with written policies and procedures.
60 Each Governor shall complete a form as prescribed by the Foundation Trust Secretary. If Governors have any doubt about the relevance or materiality of an interest, this should be discussed with the Chair or the Foundation Trust Secretary.
61 Declared interests should be in line with the managing conflicts of interest guidance issued by NHS I/E and the Trust’s own policy and includes:
a) Directorships, including non-executive directorships held in private companies or PLCs (with the exception of those of dormant companies) b) Ownership, part-ownership of directorship of private companies, businesses or consultancies likely or possibly seeking to do business with the NHS. c) Majority or controlling share holdings in organisations likely or possibly seeking to do business with the NHS. d) A position of authority in a charity or voluntary organisation in the field of health and social care. e) Any connection with an organisation entity or company considering entering into or having entered into a financial arrangement with the NHS foundation trust including but not limited to, lenders or banks.
62 At the time the interests are declared, they should be recorded in the minutes of the Council of Governors. Any changes in interests should be officially declared at the next meeting as appropriate following the change occurring.
63 It is the obligation of a Governor to inform the Foundation Trust Secretary in writing within twenty eight (28) days (including Saturday and Sunday and any English Bank Holiday) of becoming aware of the existence of a relevant or material interest. The Foundation Trust Secretary will amend the register within twenty eight (28) days (including Saturday and Sunday and any English Bank Holiday) of so being notified.
64 The details of Governors’ interests recorded in the register will be kept up to date by means of a review of the register at each meeting of the Council of Governors, during which any changes of interests declared during the preceding period will be incorporated by the Foundation Trust Secretary.
65 TrustThe Trusts single register of interests is available for inspection by the public on the Trusts website. The Chair will take reasonable steps to bring the existence of the register to the attention of the local population and to publicise arrangements for viewing it.
66 During the course of a meeting of the Council of Governors, if a conflict of interest is established the Governor concerned should withdraw from the meeting and play no part in
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the relevant discussion or decision. For the avoidance of doubt, this includes voting on such an issue where a conflict is established. If there is a dispute as to whether a conflict of interest does exist, a majority vote will decide the matter with the Chair having the casting vote.
67 If the Chair has a conflict of interest, the Deputy Chair will exercise the casting vote. If the Deputy Chair has a conflict of interest, a Governor from the public constituency will be nominated to preside and exercise the casting vote, the nomination to be approved by a majority vote of those present at the meeting.
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SECTION D: DISQUALIFICATION
73 The Constitution section 8.12 identifies the circumstances in which a person may not become or continue to be a Governor. These are set out in paragraph 74 below.
74 A person may not become or continue as a Governor of the Trust if:
. they are a Director of the Trust or a Governor or Director of another NHS Foundation Trust;
. in the case of a staff Governor or public Governor, they cease to be a Member of the Trust;
. in the case of a partner Governor the sponsoring organisation withdraw their sponsorship of them;
. they resign by giving notice in writing to the Foundation Trust Secretary;
. they have been adjudged bankrupt or their estate has been sequestrated and in either case they have not been discharged;
. they have made a composition or arrangement with, or granted a Trust deed for, their creditors and has not been discharged in respect of it;
. they have within the preceding five years been convicted in the British Islands of any offence, and a sentence of imprisonment (whether suspended or not) for a period of three months or more (without the option of a fine) was imposed on them;
. they have in the preceding ten years been dismissed by the Trust or its predecessor on any grounds, or in the case of another organisation, on any grounds other than redundancy;
. they are a person whose tenure of office as a Chair or Member or Director of a health service body has been terminated on the grounds that their appointment is not in the interests of the health service, for non-attendance at meetings, or for non- disclosure of a pecuniary interest;
. they are incapable by reason of mental disorder, illness or injury of managing and administering their property and affairs;
. their name has been placed on a safeguarding register in connection with the protection of children and vulnerable adults or with sexual offences.
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. they are a vexatious complainant, ie in the opinion of the Board of Directors, they have persistently and without reasonable grounds, made an unjustified complaint, of which the effect is to subject the Trust (or any of its staff, agents, patients or carers) to inconvenience, harassment or expense;
. they have failed to declare an interest in accordance with Standing Orders or, contrary to the Standing Orders, has voted at a meeting on a matter on which they have an interest, or has failed to declare any interest to the Secretary as required by this Constitution or the Standing Orders; in this context ‘interest’ includes a pecuniary and a non-pecuniary interest, in either case whether direct or indirect;
. they have failed to abide by the terms of any declaration made on nomination or appointment or of any code of values and principles adopted by the Trust in such form as the Trust may publish from time to time;
. they have been excluded from the Trust’s premises because of abusive or violent behaviour and has been so notified to that effect by the Chief Executive;
. they are a Member of a Local Authority Overview and Scrutiny Committee.
75 Where a person has been elected or appointed to be a Governor and they become disqualified for appointment, under paragraph 74 above, they shall notify the Foundation Trust Secretary in writing of such disqualification.
76 If it comes to the notice of the Foundation Trust Secretary that a person elected or appointed to be a Governor may be disqualified, under paragraph 74 above, from holding that office and the Foundation Trust Secretary has not received a notice, under paragraph 75, from that person, the Foundation Trust Secretary will make such inquiries as they think fit and, if satisfied that the person may be so disqualified, the Foundation Trust Secretary will advise the Chair so that the Chair can make a recommendation for disqualification to the Council of Governors. The recommendation will either be made to a general meeting or to a meeting called specifically for the purpose.
77 The Foundation Trust Secretary shall give notice in writing to the person concerned that the Trust proposes to declare the person disqualified as a Governor. In this notice, the Foundation Trust Secretary shall specify the grounds on which it appears to them that the person is disqualified and give that person a period of fourteen days (14) (including Saturday, Sunday and any English Bank Holiday) in which to make representations, orally or in writing, on the proposed disqualification.
78 The Chair’s recommendations and any representations by the Governor concerned shall be made to the Council of Governors. If no representations are received within the specified time, or the Council of Governors upholds the proposal to disqualify, the Foundation Trust Secretary shall immediately declare that the person in question is disqualified and notify them in writing to that effect. On such declaration the person’s tenure of office shall be terminated and they shall cease to act as a Governor.
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SECTION E: STANDARDS OF CONDUCT OF GOVERNORS
Policy
79 Each Governor must comply with the requirements of the Trust’s code of conduct for Governors.
Removal
80 Any concern that a Governor’s actions or behaviour have breached the Trust’s code of conduct for Governors will be referred to the Nominations Committee of the Council of Governors. The Nominations Committee will consider the matter and determine what, if any, action is necessary.
81 If the committee reaches the view that the concern has not been substantiated, the Trust Chair or the Deputy Chair will inform the person who has raised the concern and no further action will be taken.
82 If the committee reaches the view that the concern has been substantiated but that the breach is not major, the Trust Chair and the Deputy Chair will hold a formal meeting with the Governor concerned to explain the concern, allow the Governor the opportunity to respond, and secure the Governor’s commitment in writing to improved conduct or behaviour, which will then be monitored by the Nominations Committee.
83 If the committee reaches the view that the concern has been substantiated and that it is a major breach which calls into question the Governor’s continuing membership of the council, the committee will appoint three of its Members, including the Deputy Chair but excluding the Trust Chair, to act as a panel in holding a formal meeting with the Governor concerned to explain the seriousness of the breach and the fact that the Nominations Committee intends to make a recommendation to the Council of Governors for the Governor’s removal.
84 In being notified of and invited to the meeting, the Governor will be given the opportunity to respond and make representations, and to request the involvement of an external assessor in the formal meeting with the panel. If the Governor requests the involvement of an external assessor, the Deputy Chair will ask the Deputy Chair of another Foundation Trust to act in that capacity and to take part in the formal meeting.
85 At the formal meeting, the panel will explain the matter to the Governor, and the panel and external assessor will then receive their representations on the matter and ask any questions they need to on this. The Governor will then leave the meeting. The panel will consider whether the Nominations Committee should recommend the Governor’s removal, taking the views and advice of the external assessor into account.
86 The panel will report back to the Nominations Committee, and the committee will agree a recommendation to the council, which will be communicated in writing to the Governor.
87 The recommendation will be considered at a general meeting of the council and will be given effect if it is approved by a majority of the Governors present. The Governor will be notified in writing by the Trust Chair of the council’s decision and their tenure will end and they will cease to act as a Governor.
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SECTION F: REMUNERATION AND PAYMENT OF EXPENSES
Remuneration
88 Governors are not to receive remuneration.
Payment of expenses
89 The Trust will pay reasonable expenses to Governors, at such rates as the Board of Directors may determine, for attendance at general meetings of the Council of Governors or any other business authorised by the Board of Directors.
90 Expenses will be authorised through the Foundation Trust Secretary’s office and reimbursed on receipt of a completed and signed expenses form, evidenced by receipts. A summary of expenses paid to Governors will be published in the annual report.
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SECTION G: MISCELLANEOUS PROVISIONS
Suspension of Standing Orders
91 Standing Orders may be suspended in part or fully at any general meeting provided that:
. at least two-thirds of the Council of Governors are present, including at least six elected Governors and one appointed Governor, and
the advice of the Foundation Trust Secretary has been considered, and
. a majority of those present vote in favour.
92 But Standing Orders cannot be suspended if to do so would contravene any statutory provision, or the Trust’s Licence, or the Trust’s Constitution.
93 Formal business may only be transacted while Standing Orders are suspended if to do so would not contravene any statutory provision, or the Trust’s Licence, or the Trust’s Constitution.
94 A decision to suspend Standing Orders shall be recorded in the minutes of the meeting and any matters discussed during the suspension of Standing Orders shall be recorded separately and made available to all Members of the Council of Governors.
Variation and amendment of Standing Orders
95 Standing Orders may only be varied or amended if:
. the proposed variation does not contravene any statutory provision, or the Trust’s Licence, or the Trust’s Constitution;
. unless proposed by the Chair or the Chief Executive or the Foundation Trust Secretary, a notice of motion under paragraph 23 has been given;
. at least two-thirds of the Members of the Council of Governors are present, including at least six elected Governors and one appointed Governor, and a majority of the Governors present vote in favour of amendment.
Review of Standing Orders
96 Standing Orders shall be reviewed by the Council of Governors. The requirement for review shall extend to all and any documents having effect as if incorporated in Standing Orders.
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APPENDIX A
PROCEDURE FOR THE APPOINTMENT OF THE CHAIR AND NON-EXECUTIVE DIRECTORS
1.0 Appointment of the Chair
1.1 The Constitution states that an individual may be eligible to serve for a maximum of nine years. Nine years is interpreted to mean a maximum of three consecutive terms of office (ie three consecutive terms of up to three years duration).
Where the Chair post falls vacant at the end of the first and second term of office of a Chair then provided that the incumbent is seeking re-appointment and the Nominations Committee is satisfied from the appraisal that the incumbent has performed the duties of the Chair effectively, there will be a presumption in favour of re-appointment and this may then be effected by the Council of Governors approving a recommendation from the Nominations Committee that the incumbent be re-appointed. Where the incumbent is not seeking re- appointment, the procedure at 1.2 to 1.12 below will apply.
The Code of Governance requires a more rigorous review to be undertaken at any term beyond six years (two three year consecutive terms) During the third term of appointment the procedure 1.2 to 1.12 will be applied.
1.2 The Trust will appoint a search consultancy through competitive tendering to assist in the substantive appointment to the post of Chair.
1.3 A responsibility of the Council of Governors is to appoint the Chair of the Trust. The Trust’s Constitution provides for the Council to establish appointment committees for this purpose.
1.4 The Council of Governors will consider and agree the skills and experience required for the Chair.
1.5 The Council of Governors through the Nominations Committee will form an Appointments Committee consisting of Nominations Committee Members - three public Governors, one staff Governor and one partner Governor. One of the public Governors will be the Deputy Chair and the other two will be drawn, wherever possible, from different classes of the public constituency to ensure geographical balance. The Deputy Chair will act as Chair of the committee.
1.6 Once the committee has been formed, it should meet liaise the search consultancy to discuss and agree a timetable for the appointment of the Chair. The committee should advise the search consultancy of the skills and experience required from candidates.
1.7 The search consultancy will supply the committee with a list of potential candidates to consider. The Appointments Committee will meet to agree a short list of candidates to be interviewed.
1.8 The Foundation Trust Secretary will act as the link between the search consultancy and the Appointments Committee.
1.9 Once the Appointments Committee has met each of the candidates it will formulate a recommendation to the Council of Governors.
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1.10 The recommendation will be reported to the Nominations Committee and considered by the full Council of Governors in private session.
1.11 The Chief Executive and the Director of Human Resources and Organisational Development will attend all meetings and interviews in an advisory capacity.
1.12 Arrangements will be made for an appropriate independent assessor to participate in the shortlisting and interview stages.
2.0 Appointment of the Non-Executive Directors
2.1 The Constitution states that an individual may be eligible to serve for a maximum of nine years. Nine years is interpreted to mean a maximum of three consecutive terms of office (ie three consecutive terms of up to three years duration).
When a Non-Executive Director appointment falls vacant at the end of the first and second term of office, then provided that the incumbent is seeking re-appointment and the Nominations Committee is satisfied from the appraisal that the incumbent has performed the duties of the Non-Executive Director effectively, there will be a presumption in favour of re- appointment and this may then be effected by the Council of Governors approving a recommendation from the Nominations Committee that the incumbent be re-appointed. Where the incumbent is not seeking re-appointment, the procedure at 2.2 to 2.12 below will apply.
The Code of Governance requires a more rigorous review to be undertaken at any term beyond six years (two three year consecutive terms). During the third term of appointment the procedure 2.2 to 2.12 will be applied.
2.2 The Trust will appoint a search consultancy through competitive tendering to assist in the substantive appointment of the Non-Executive Director/s.
2.3 A responsibility of the Council of Governors is to appoint the Non-Executive Director/s. The Trust’s Constitution provides for the Council to establish an appointment committee for this purpose.
2.4 The Council of Governors will consider and agree the skills and experience required for the Non-Executive Director/s.
2.5 The Council of Governors through the Nominations Committee will form an Appointments Committee consisting of Nominations Committee Members - three public Governors, one staff Governor and one partner Governor. One of the public Governors will be the Deputy Chair and the other two will be drawn, wherever possible, from different classes of the public constituency to ensure geographical balance. The Deputy Chair will act as Chair of the committee.
2.6 Once the committee has been formed, it should liaise with the search consultancy to discuss and agree a timetable for the appointment of the Non-Executive Director/s. The committee should advise the search consultancy of the skills and experience required from candidates.
2.7 The search consultancy will supply the committee with a list of potential candidates to consider. The Appointments Committee will meet to agree a short list of candidates to be interviewed.
2.8 The Foundation Trust Secretary will act as the link between the search consultancy and the Appointments Committee.
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2.9 Once the Appointments Committee has met each of the candidates it will formulate a recommendation to the Council of Governors.
2.10 The recommendation will be reported to the Nominations Committee and considered by the full Council of Governors in private session.
2.11 The Chief Executive and the Director of Human Resources and Organisational Development will attend all meetings and interviews in an advisory capacity.
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APPENDIX B
COUNCIL OF GOVERNORS CODE OF CONDUCT
1.0 COUNCIL OF GOVERNORS CODE OF CONDUCT AND THE NOLAN PRINCIPLES
1. Introduction
1.1 This code which is based on the Nolan Principles (see section 11) sets out the appropriate conduct for Governors of the Trust.
1.2 The code complements the Trust’s constitution which embodies the legal requirements for Governors.
1.3 The code should be read in conjunction with NHS I/E’s code of governance and guidance for Governors.
1.4 Once elected, Members will be required to sign a declaration to confirm that they will comply with the requirements of this code (see section 12).
2. Qualifications for Office
2.1 Governors must continue to comply with the qualifications required to hold office, throughout their period of tenure, as defined in the constitution.
2.2 Governors must advise the Foundation Trust Secretary of any changes in circumstances that may disqualify them from continuing in office. Examples of this would include a public Governor becoming an employee of the Trust, a staff Governor leaving the employment of the Trust or a partner Governor leaving their partner organisation.
3. Disclosure and Barring Service
3.1 Governors are subject to disclosure and barring service (DBS) checks which are undertaken by the Trust as soon as Governors accept their seat on the council.
3.2 The Trust’s Governor and Membership Officer must be advised of any changes in circumstances that affect the information which would be provided on a Governor DBS check.
4. Roles and Functions
4.1 Governors must contribute to the workings of the Council of Governors in order for it to fulfil its role and function as defined in the Trust constitution.
5. Confidentiality
5.1 All Governors are required to respect the confidential nature of information they are made privy to in private meetings, which is marked as restricted and/or which relates to individual patients, members of staff or commercial confidentiality.
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6. Conflict of interests
6.1 Governors must act with utmost integrity and objectivity and in the best interests of the Trust in performing their duties. They must not use their position for personal advantage or seek to gain preferential treatment.
6.2 Governors should declare any conflicts of interest which may arise and should not vote on any such matters. If in doubt as to the relevance of an interest, Governors should seek advice from the Foundation Trust secretary.
6.3 Pecuniary and non-pecuniary interests should be notified to the Trust’s Governor and Membership Officer for inclusion in the register of interests of the Council Members.
6.4 Any Governor who is a Member of any trade union, political party or other organisation, must declare this fact to the Foundation Trust Secretary and will not represent that organisation (or the views of that organisation) in their role as Governor but will represent the constituency that elected them.
7. Council of Governors meetings
7.1 Governors have a responsibility to attend meetings of the Council of Governors. When this is not possible they should submit an apology to the Trust’s Governor and Membership Officer in advance of the meeting.
7.2 Absence from the Council of Governor meetings without good reason, and/or failure to attend three, consecutive Council of Governor meetings, will be reported to the Nominations Committee. The Nominations Committee will determine actions required which will range from a discussion between the Chair and Governor to ascertain the reasons for absence to a recommendation that the procedure for removal (outlined in the Council’s standing orders) be applied by the Council of Governors.
8. Personal Conduct
8.1 Governors are required to adhere to the highest standards of conduct in the performance of their duties and must conduct themselves in such a manner as to reflect positively on the Trust.
8.2 When attending external meetings or any other events at which they are present it is important for Governors to be ambassadors for the Trust.
9. Visits to Trust premises
9.1 When Governors wish to visit the premises of the Trust in a formal capacity [as opposed to individuals in a personal capacity], the Governor shall liaise with the Trust’s Governor and Membership Officer to make the necessary arrangements.
9.2 Governors must wear their Trust ID badge when undertaking such visits and at all other times when carrying out duties as a Governor.
10. Non-Compliance with the Code of Conduct
10.1.1 Where misconduct takes place, the chair is authorised to take such action as may be immediately required, including the exclusion of the person concerned from a meeting.
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10.1 If the Governor is considered to have acted in a manner inconsistent with the code of conduct the Nominations Committee will consider the need to recommend that the procedure for removal (outlined in the council’s standing orders) be applied by the Council of Governors.
11. The Nolan Principles of Public Life
The Seven Principles of Public Life, known as the Nolan Principles, were defined by the Committee for Standards in Public Life. They are:
11.1 Selflessness Holders of public office should act solely in terms of the public interest. They should not do so in order to gain financial or other material benefits for themselves, their family, or their friends.
11.2 Integrity Holders of public office should not place themselves under any financial or other obligation to outside individuals or organisations that might seek to influence them in the performance of their official duties.
11.3 Objectivity In carrying out public business, including making public appointments, awarding contracts, or recommending individuals for rewards and benefits, holders of public office should make choices on merit.
11.4 Accountability Holders of public office are accountable for their decisions and actions to the public and must submit themselves to whatever scrutiny is appropriate to their office.
11.5 Openness Holders of public office should be as open as possible about all the decisions and actions that they take. They should give reasons for their decisions and restrict information only when the wider public interest clearly demands.
11.6 Honesty Holders of public office have a duty to declare any private interests relating to their public duties and to take steps to resolve any conflicts arising in a way that protects the public interest.
11.7 Leadership Holders of public office should promote and support these principles by leadership and example.
------12. Declaration
In undertaking the role of Governor:
I,………………………………………………….…… (print name) agree to abide by the code of conduct for Governors of Chesterfield Royal Hospital NHS Foundation Trust, including the Nolan Principles.
Signature: ……………………………………………………………………………
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Date: …………………………………………………………………..
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Annex 7: Standing Orders of the Board of Directors
(See paragraph 10.2 of the constitution)
INTRODUCTION
Statutory framework
The Chesterfield Royal Hospital NHS Foundation Trust is a public benefit Trust which was established under the Health and Social Care (Community Health and Standards) Act 2003 which was superseded by the 2006 Act, as amended by the 2012 Act.
The statutory functions conferred on the Trust are set out in the 2006 Act. The Trust also has a constitution (“the constitution”) as required by the Act, which includes further provisions in support of the governance arrangements within the Trust.
The purpose of the Trust (as required by the Act) is to provide goods and services for purposes of health care in England, in accordance with its statutory duties and its provider licence issued by NHS I/E, the sector regulator for healthcare provision. The Trust is to have all the powers of an NHS Foundation Trust as set out in the Act, subject to the provider licence
Regulatory framework
In addition to the statutory requirements, NHS I/E will issue further guidance. Information is accessible via NHS I/E ’s website (https://improvement.nhs.uk/) or locally via the Foundation Trust Secretary.
The constitution provides for the Trust to draw up a schedule of decisions reserved to the Board, and a scheme of delegation to enable responsibility to be clearly delegated to committees of the Board and individual Directors. The constitution also provides for the establishment of Audit and Risk, and Remuneration committees and sets out arrangements for dealing with possible conflicts of interest of Board Directors.
Arrangements for public access to information are set out in Confidentiality: NHS Code of Practice and in the Trust’s publication scheme under the Freedom of Information Act 2000.
Delegation of powers
Under the standing orders relating to the arrangements for the exercise of functions (SO 4) the Board of Directors exercises its powers to make arrangements for the exercise, on behalf of the Trust, of any of its functions by a committee or sub-committee appointed by virtue of SO 5 or by an officer of the Trust, in each case subject to such restrictions and conditions as the Board of Directors thinks fit or as NHS I/E may direct.
Delegated powers are covered in a separate document (Reservation of Power to the Board of Directors and Delegation of Powers.) That document has effect as if incorporated into the standing orders.
1 INTERPRETATION
1.1 Save as permitted by law, at any meeting the Chair of the Trust shall be the final authority on the interpretation of standing orders (on which they should be advised by the Foundation Trust Secretary).
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1.2 Any expression to which a meaning is given in the Act or in the regulations or orders made under the Act shall have the same meaning in this interpretation and in addition:
1.3 ”ACCOUNTING OFFICER” shall be the officer responsible and accountable for funds entrusted to the Trust. They shall be responsible for ensuring the proper stewardship of public funds and assets. For this Trust it shall be the Chief Executive. . 1.4 ”BOARD OF DIRECTORS” shall mean the Chair and Non-Executive Directors and the Executive Directors appointed in accordance with the constitution.
1.5 ”CHAIR” shall mean the person appointed in accordance with the constitution to lead the Board of Directors and Council of Governors and to ensure that it successfully discharges its overall responsibility for the Trust as a whole. The expression “the Chair of the Trust” shall be deemed to include the vice-Chair of the Trust if the Chair is absent from the meeting or is otherwise unavailable or is unable to act as Chair due to a conflict of interest.
1.6 ”CHIEF EXECUTIVE” shall mean the Chief Executive officer of the Trust.
1.7 ”COMMITTEE” shall mean a committee appointed by the Trust.
1.8 “CONSTITUTION” means the constitution of the Trust.
1.9 “COUNCIL OF GOVERNORS” means the Council of Governors as constituted in accordance with the constitution.
1.10 ”DIRECTOR” shall mean a person appointed as an executive or Non-Executive Director in accordance with the constitution and includes the Chair.
1.11 “NON-EXECUTIVE DIRECTOR” shall mean the Chair and those Members of the Board of Directors appointed by the Council of Governors to act as independent Directors of the Trust.
1.12 ”DIRECTOR OF FINANCE AND CONTRACTING” shall mean the Chief Finance Officer of the Trust.
1.13 “FUNDS HELD ON TRUST” shall mean those funds which the Trust holds at its date of authorisation.
1.14 “GOVERNOR” means a Member of the Trust elected or appointed as a Member of the Council of Governors, according to the arrangements applicable to that constituency of membership, as described in the constitution.
1.15 ”MEMBER” means a Non-Executive Director, including the Chair, or an Executive Director of the Trust.
1.16 ”MOTION” means a formal proposition to be discussed and voted on during the course of a meeting.
1.17 “NOMINATED OFFICER” means an officer charged with the responsibility for discharging specific tasks within the constitution and the SOs and SFIs.
1.18 “OFFICER” means an employee of the Trust.
1.19 “SFIS” means standing financial instructions.
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1.20 “SENIOR INDEPENDENT DIRECTOR” shall mean a designated Non-Executive Director who is available to Governors and Directors who have concerns that cannot be addressed through the Chair, Chief Executive or Director of Finance and Contracting.
1.21 ”SO” means standing order. ”SOS” means standing orders.
1.22 ”TRUST” means Chesterfield Royal Hospital NHS Foundation Trust.
1.23 “VICE-CHAIR” means the Non-Executive Director appointed by the Trust to take on the Chair’s duties if the Chair is absent for any reason or is unable to act due to a conflict of interest.
1.24 Words importing the masculine genders shall include the feminine gender, and words importing the singular shall include the plural, and vice versa.
2 THE TRUST
2.1 Corporate role of the board
2.1.1 The Trust has the functions conferred on it by the Acts.
2.1.2 All business shall be conducted in the name of the Trust.
2.1.3 All funds or property received in trust under the Act shall be in the name of the Trust as corporate trustee. In relation to funds held on trust, powers exercised by the Trust as corporate trustee shall be exercised separately and distinctly from those powers exercised as a Trust.
2.1.4 Directors acting on behalf of the Trust as a corporate trustee are acting as quasi-trustees. Accountability for charitable AND non-charitable funds held on trust is in accordance with the relevant arrangements made by the Charity Commission and such other statutory requirements or direction by NHS I/E as may apply.
2.2 Schedule of matters reserved to the board and scheme of delegation
2.2.1 The Trust has resolved that certain powers and decisions may only be exercised or made by the Board of Directors in formal session. These powers and decisions are set out in “Reservation of Power to the Board of Directors and Delegation of Powers” and have effect as if incorporated into the standing orders.
2.3 Composition of the Trust’s Board of Directors
2.3.1 In accordance with the Act and the constitution, the composition of the Board of Directors shall be:
. A Non-Executive Chair of the Trust . No fewer than five and no more than eight other Non-Executive Directors . No fewer than five and no more than eight Executive Directors including: o a Chief Executive o a Director of Finance and Contracting o a Medical Director o a Chief Nurse
2.4 Appointment of the Chair and Directors
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2.4.1 The Chair and Directors are appointed in accordance with the constitution.
2.5 Terms of office of the Chair and the Non-Executive Directors
2.5.1 The procedure governing the period of tenure of office of the Chair and the Non-Executive Directors and the termination or suspension of office of the Chair and Directors are contained in the constitution.
2.6 Appointment and powers of vice-Chair
2.6.1 For the purpose of enabling the proceedings of the Board of Directors to be conducted in the absence of the Chair, the Directors of the Trust may elect a Non-Executive Director from amongst them to be vice-Chair for such a period, not exceeding the remainder of their term as Non-Executive Director of the Trust, as they may specify on appointing them.
2.6.2 A single Non-Executive Director may be elected to the role of both vice-Chair and Senior Independent Director (see 2.7.2).
2.6.3 Any Non-Executive Director so elected may, at any time, resign from the office of vice- Chair by giving notice in writing to the Chair, and the Directors of the Trust may thereupon appoint another Non-Executive Director as vice-Chair in accordance with paragraph 2.6.1.
2.6.4 Where the Chair has died or has otherwise ceased to hold office or where they have been unable to perform their duties as Chair owing to illness, or any other cause, the vice-Chair shall act as Chair until a new Chair is appointed in accordance with the constitution, or the existing Chair resumes their duties, as the case may be; and references to the Chair shall, so long as there is no Chair able to perform their duties, be taken to include references to the vice-Chair.
2.7 Appointment and powers of Senior Independent Director
2.7.1 The Board of Directors should appoint a Non-Executive Director to be the Senior Independent Director, in consultation with the Council of Governors.
2.7.2 A single Non-Executive Director may be elected to the role of both Senior Independent Director and vice-Chair (see 2.6.2).
2.7.3 Any Non-Executive Director so elected may, at any time, resign from the office of Senior Independent Director by giving notice in writing to the Chair, and the Directors of the Trust may thereupon appoint another Non-Executive Director as Senior-Independent Director in accordance with paragraph 2.7.2.
2.7.4 The Senior Independent Director should be available to Members, (and) Governors and Officers of the Trust if they have concerns which contact through the normal channels of Chair, Chief Executive or Director of Finance and Contracting have failed to resolve, or for which such contact is inappropriate.
2.8 Role of Directors
2.8.1 The Board of Directors will function as a corporate decision-making body. Executive and Non-Executive Directors will be full and equal Members. Their role as Members of the Board of Directors will be to consider the key issues facing the Trust in carrying out its statutory and other functions.
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2.8.2 Chair The Chair shall be responsible for the operation of the Board of Directors and Chair all Board meetings when present. The Chair has certain delegated executive powers. The Chair must exercise their powers in accordance with the Trust’s standing orders and standing financial instructions.
The Chair shall work in close harmony with the Chief Executive and shall ensure that key and appropriate issues are discussed by the board in a timely manner with all the necessary information and advice being made available to the Board of Directors to inform the debate and ultimate resolutions.
2.8.3 Chief Executive The Chief Executive shall be responsible for the overall performance of the executive functions of the Trust. They is the ‘accounting officer’ for the Trust and shall be responsible for ensuring the discharge of obligations under financial direction and in line with the requirements of the prevailing version of the NHS Foundation Trust Accounting Officer Memorandum.
2.8.4 Director of Finance and Contracting The Director of Finance and Contracting shall be responsible for the provision of financial advice to the Trust and to its Directors for the supervision of financial control and accounting systems. They shall be responsible, along with the Chief Executive, for ensuring the discharge of obligations under relevant financial directions.
2.8.5 Executive Directors Executive Directors shall exercise their executive powers within the terms of these standing orders, the Trust’s standing financial instructions and the scheme of delegation.
2.8.6 Non-Executive Directors Individual Non-Executive Directors will not have executive powers. The Non-Executive Directors collectively will have certain delegated executive powers, including when serving as Chairs or members of committees of the Board of Directors. The Non-Executive Directors will exercise their powers in accordance with the Trust’s standing orders and standing financial instructions.
3 MEETINGS OF THE TRUST
3.1 Calling meetings
3.1.1 Ordinary meetings of the Board of Directors of the Trust (referred to hereafter as “board meetings”) shall be held at such times and places as the Board of Directors may determine.
3.1.2 The Chair may call a board meeting at any time.
3.1.3 Alternatively, a meeting will be called if a request to do so is made in writing to the Chair and agreed by at least one third of the Members of the Board of Directors.
3.1.4 If the Chair refuses to call a meeting after a request per SO 3.1.3 has been made, or if, without so refusing, the Chair does not call a meeting within fourteen days, the Foundation Trust Secretary may forthwith call a meeting.
3.2 Annual Members’ meeting
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3.2.1 The Trust will publicise and hold an annual public meeting in accordance with its constitution.
3.3 Notice of Board meetings
3.3.1 Before each Board meeting, a notice of the meeting, specifying the business proposed to be transacted at it, and agreed by the Chair or by the Foundation Trust Secretary shall be delivered to every Director, or sent by post to the usual place of residence of such director, or provided by electronic means, so as to be available to them at least five (5) clear days (including Saturday and Sunday and any bank holiday) before the meeting. Want of service of the notice on any Director shall not affect the validity of a meeting.
3.3.2 In the case of a meeting called by Directors in default of the Chair, the notice shall be agreed by those Directors and no business shall be transacted at the meeting other than that specified in the notice.
3.3.3 Failure to serve such a notice on more than five Directors will invalidate the meeting.
3.3.4 A notice shall be presumed to have been served at the time at which the notice would be delivered in the ordinary course of the post or, for electronic means, 48 hours after the message has been sent.
3.4 Agenda and supporting papers
3.4.1 The Directors will receive agendas for each board meeting at least five (5) clear days (including Saturday and Sunday and any bank holiday) before the designated date of the meeting. The agendas will include all supporting papers available at the time of sending. Further supporting papers will be received no later than two (2) clear days (including Saturday and Sunday and any bank holiday) before the date of the meeting. Any supporting papers that are not available until after this deadline will not be discussed at the meeting unless agreed with the Chair prior to the meeting. The day following the date of posting will be assumed as the date the Directors receive their papers.
3.5 Setting the agenda
3.5.1 The Trust may determine that certain matters shall appear on every agenda for a board meeting and shall be addressed prior to any other business being conducted.
3.5.2 A Director desiring a matter to be included on an agenda shall make their request in writing to the Foundation Trust Secretary at least ten (10) clear days (including Saturday and Sunday and any bank holiday) before the meeting. Requests made less than ten (10) days (including Saturday and Sunday and any bank holiday) before a meeting may be included on the agenda at the discretion of the Foundation Trust Secretary.
3.6 Petitions
3.6.1 Where a petition has been received by the Trust the Chair shall include the petition as an item for the agenda of the next meeting.
3.7 Notices of motion
3.7.1 A Director of the Trust desiring to move or amend a motion shall send a written notice thereof at least ten (10) clear days (including Saturday and Sunday and any bank holiday) before the meeting to the Foundation Trust Secretary, who shall insert in the agenda for the meeting all notices so received subject to the notice being permissible under the
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appropriate regulations. This paragraph shall not prevent any motion being moved during the meeting, without notice, on any business mentioned on the agenda.
3.8 Emergency motions
3.8.1 Subject to the agreement of the Chair, a Director of the Board may give written notice of an emergency motion after the issue of the notice of meeting and agenda, up to one hour before the time fixed for the meeting. The notice shall state the grounds of urgency. If in order, it shall be declared to the Board of Directors at the commencement of the business of the meeting as an additional item included in the agenda. The Chair’s decision to include the item shall be final.
3.9 Withdrawal of motion or amendments
3.9.1 A motion or amendment once moved and seconded may be withdrawn by the proposer with the concurrence of the seconder and the consent of the Chair.
3.10 Motion to rescind a resolution
3.10.1 Notice of motion to amend or rescind any resolution (or the general substance of any resolution) which has been passed within the preceding six (6) calendar months shall bear the signature of the Directors who gives it and also the signature of four (4) other Directors. When any such motion has been disposed of by the Trust, it shall not be competent for any Director other than the Chair to propose a motion to the same effect within six (6) months, but the Chair may do so if they consider it appropriate.
3.11 Motions
3.11.1 The mover of a motion shall have a right of reply at the close of any discussion on the motion or any amendment thereto.
3.11.2 When a motion is under discussion or immediately prior to discussion it shall be open to a Director to move:
(a) An amendment to the motion. (b) The adjournment of the discussion or the meeting. (c) That the meeting proceed to the next business. (*) (d) The appointment of an ad hoc committee to deal with a specific item of business. (e) That the motion be now put. (*)
In the case of sub-paragraphs denoted by (*) above to ensure objectivity motions may only be put by a Director who has not previously taken part in the debate.
No amendment to the motion shall be admitted if, in the opinion of the Chair of the meeting, advised by the Foundation Trust Secretary, the amendment negates the substance of the motion.
3.12 Chair’s ruling
3.12.1 Statements of Directors made at board meetings shall be relevant to the matter under discussion at the material time and the decision of the Chair of the meeting, advised by the Foundation Trust Secretary, on questions of order, relevancy, regularity and any other matters shall be observed at the meeting.
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3.13 Voting
3.13.1 Every question at a meeting shall be determined by a majority of the votes of the Directors present and voting on the question and, in the case of any equality of votes, the person presiding shall have a second or casting vote.
3.13.2 All questions put to the vote shall, at the discretion of the Chair of the meeting, be determined by oral expression, by a show of hands, or by any agreed electronic means, unless the Chair directs otherwise. A paper ballot may also be used if a majority of the Directors present so request.
3.13.3 If the Foundation Trust Secretary advises that it is prudent in terms of corporate governance or at least one-third of the Directors present so request, the voting (other than by paper ballot) on any question may be recorded to show how each Director present voted or abstained.
3.13.4 If a Director so requests, their vote shall be recorded by name upon any vote (other than by paper ballot).
3.13.5 In no circumstances may an absent Director vote by proxy. Absence is defined as being absent at the time of the vote. An absent Director is entitled to have their opinion included at any debate held should they so request.
3.13.6 An officer who has been appointed formally by the Board of Directors to act up for an Executive Director during a period of incapacity or temporarily to fill an Executive Director vacancy, shall be entitled to exercise the voting rights of the Executive Director.
3.13.7 An officer attending the Board of Directors to represent an Executive Director during a period of incapacity or temporary absence without formal acting up status may not exercise the voting rights of the Executive Director. An officer’s status when attending a meeting shall be recorded in the minutes.
3.14 Admission of officers, public and press
3.14.1 Officers In addition to the Chair, Executive Directors and Non–Executive Directors, there will be in attendance at each meeting of the Board of Directors any additional staff members as required. This will usually include the Trust’s Head of Communications, who will attend in an advisory capacity, and the officer who attends to take the minutes of the meeting.
3.14.2 Public and press Meetings of the Board of Directors shall be open to members of the public. Members of the public may be excluded from a meeting for special reasons.
3.15 Chair of meeting
3.15.1 At any meeting of the Board of Directors, the Chair, if present, shall preside. If the Chair is absent from the meeting the Vice-Chair, if there is one and they are present, shall preside. If the Chair and Vice-Chair are absent a Non-Executive Director chosen by the Directors present shall preside.
3.15.2 If the Chair is absent from a meeting temporarily on the grounds of a declared conflict of interest the Vice-Chair, if present, shall preside. If the Chair and Vice-Chair are absent, or are disqualified from participating, a Non-Executive Director chosen by the Directors present shall preside.
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3.16 Quorum
3.16.1 No business shall be transacted at a meeting of the Board of Directors unless at least one- third of the Directors are present, including at least one Executive Director and one Non- Executive Director. The Board may agree that its members can participate in its meeting by telephone, video or computer link. Participation in a meeting in this manner shall be deemed to constitute presence in person at the meeting.
3.16.2 An officer in attendance for an Executive Director but without formal acting up status may not count towards the quorum.
3.16.3 If the Chair or has been disqualified from participating in the discussion on any matter and/or from voting on any resolution by reason of the declaration of a conflict of interest (see SOs 6 and 7) they shall no longer count towards the quorum. If a quorum is then not available for the discussion and/or the passing of a resolution on any matter, that matter may not be discussed further or voted upon at that meeting. Such a position shall be recorded in the minutes of the meeting. The meeting must then proceed to the next business.
3.16.4 The requirement at SO 3.16.1 for at least one Executive Director to form part of the quorum shall not apply where the Executive Directors are excluded from a meeting (for example when the Board of Directors considers the recommendations of the remuneration committee).
3.17 Record of attendance
3.17.1 The names of the Chair and Directors present at the meeting shall be recorded.
3.18 Confidentiality
3.18.1 A director shall not disclose a matter dealt with by, or brought before, the board without its permission until the board has reached a conclusion on that matter.
3.19 Minutes
3.19.1 Minutes of the proceedings of a meeting shall be drawn up and submitted for agreement at the next ensuing meeting where they will be signed by the person presiding at it.
3.19.2 No discussion shall take place upon the minutes except upon their accuracy or where the Chair considers discussion appropriate.
3.19.3 Any amendment to the minutes shall be agreed and recorded at the next meeting.
3.19.4 Minutes shall be circulated in accordance with Directors’ wishes.
3.20 Suspension of standing orders
3.20.1 Except where this would contravene any statutory provision or any direction made by NHS I/E , any one or more of the standing orders may be suspended at any meeting, provided that at least two-thirds of the Board of Directors are present, including one executive director and one non-executive director, and that a majority of those present vote in favour of suspension.
3.20.2 A decision to suspend standing orders shall be recorded in the minutes of the meeting.
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3.20.3 A separate record of matters discussed during the suspension of standing orders shall be made and shall be available to the Chair and Directors of the Trust.
3.20.4 No formal business may be transacted while standing orders are suspended.
3.20.5 The Audit and Risk Committee shall review every decision to suspend standing orders.
3.21 Variation and amendment of standing orders
3.21.1 These standing orders shall be amended only if:
(a) a notice of motion under standing order 3.7 has been given; and (b) no fewer than half the total of the Trust non-executive Directors vote in favour of amendment; and (c) at least two-thirds of the Directors are present; and (d) the variation proposed does not contravene a statutory provision or direction made by NHS I/E.
4 ARRANGEMENTS FOR THE EXERCISE OF FUNCTIONS BY DELEGATION
4.1 Subject to SO 2.2 and such directions as may be given by NHS I/E, the Board of Directors may make arrangements for the exercise, on behalf of the Trust, of any of its functions by a committee or sub-committee, appointed by virtue of SO 5.1 or SO 5.2 below, or by a director or an officer of the Trust in each case subject to such restrictions and conditions as the Board of Directors thinks fit.
4.2 Emergency powers
4.2.1 The powers which the Board of Directors has retained to itself within these standing orders (SO 2.2) may in emergency be exercised by the Chief Executive and the Chair after having consulted at least two Non-Executive Directors. The exercise of such powers by the Chief Executive and the Chair shall be reported to the next formal meeting of the Board of Directors for receiving and noting.
4.3 Delegation to committees
4.3.1 The Board of Directors shall agree from time to time to the delegation of executive powers to be exercised by committees or sub-committees, which it has formally constituted. The constitution and terms of reference of these committees, or sub-committees, and their specific executive powers shall be approved by the Board of Directors.
4.4 Delegation to officers
4.4.1 Those functions of the Trust which have not been retained as reserved by the Board of Directors or delegated to an executive committee or sub-committee shall be exercised on behalf of the Board of Directors by the Chief Executive. The Chief Executive shall determine which functions they will perform personally and shall nominate officers to undertake the remaining functions for which they will still retain accountability to the Board of Directors.
4.4.2 The Chief Executive shall prepare a scheme of delegation identifying their proposals which shall be considered and approved by the Board of Directors, subject to any amendment agreed during the discussion. The Chief Executive may periodically propose amendment to the scheme of delegation, which shall be considered and approved by the Board of
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Directors as indicated above.
4.4.3 Nothing in the scheme of delegation shall impair the discharge of the direct accountability to the board of Directors of the Executive Directors to provide information and advise the Board of Directors in accordance with any statutory requirements. Outside these statutory requirements, the other Executive Directors shall be accountable to the Chief Executive for operational matters.
4.4.4 The arrangements made by the Board of Directors as set out in the “Reservation of Power to the Board of Directors and Delegation of Powers” shall have effect as if incorporated in these standing orders.
4.5 Overriding standing orders
4.5.1 If for any reason these standing orders are not complied with, full details of the non- compliance and any justification for non-compliance and the circumstances around the non- compliance, shall be reported to the next formal meeting of the board of Directors for action or receiving and noting. All Members of the Board of Directors, and the Council of Governors, and all staff, have a duty to disclose any non-compliance with these standing orders to the Chief Executive as soon as possible.
5 COMMITTEES
5.1 Appointment of committees
5.1.1 Subject to SO 2.2 and such directions as may be given by NHS I/E , the Board of Directors may appoint committees of the Trust, consisting wholly or partly of the Chair and Directors of the Trust or wholly or partly of persons who are not the Chair and Directors of the Trust.
5.1.2 A committee appointed under SO 5.1.1 may, subject to such directions as may be given by NHS I/E or the Board of Directors, appoint sub-committees consisting wholly or partly of members of the committee or wholly or partly of persons who are not Members of the Trust committee.
5.2 Committees established by the Board of Directors
5.2.1 The Trust is required to establish the following committees as sub-committees of the Trust in accordance with the Act and the constitution:
. Audit and Risk . Remuneration . Such other committees as required to discharge the Board of Directors’ responsibilities.
5.3 Applicability of standing orders and standing financial instructions to committees
5.3.1 The standing orders and standing financial instructions of the Trust, as far as they are applicable, shall apply with appropriate alteration to meetings of any committees or sub- committee established by the Trust.
5.4 Terms of reference
5.4.1 Each such committee or sub-committee shall have such terms of reference and powers and
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be subject to such conditions (as to reporting back to the Board of Directors), as the Board of Directors shall decide. Such terms of reference shall have effect as if incorporated into the standing orders.
5.5 Delegation of powers by committees to sub-committees
5.5.1 Committees may not delegate their executive powers to a sub-committee unless expressly authorised by the Board of Directors.
5.6 Approval of appointments to committees
5.6.1 The Board of Directors shall approve the appointments to each of the committees which it has formally constituted. Where the Board of Directors determines that persons, who are neither Directors nor Officers, shall be appointed to a committee, the terms of such appointment shall be determined by the Board of Directors. The Board of Directors shall define the powers of such appointees and shall agree the terms of their remuneration and/or reimbursement for loss of earnings and/or expenses.
5.7 Appointments for statutory functions
5.7.1 Where the Trust is required to appoint persons to a committee and/or to undertake statutory functions as required by NHS I/E , and where such appointments are to operate independently of the Trust, such appointment shall be made in accordance with the regulations laid down by NHS I/E.
6 DECLARATIONS OF INTERESTS AND REGISTER OF INTERESTS
6.1 Declaration of interests
6.1.1 The constitution requires the Board of Directors and any other officers nominated by the Trust to declare interests in line with the managing conflicts of interest guidance issued by NHS I/E and the Trust’s own policy. All existing Board Directors/Officers should declare such interests, at least annually. Any Board Directors/Officers appointed subsequently should do so on appointment and at least annually thereafter.
6.1.2 Interests include:
a) Directorships, including non-executive directorships held in private companies or PLCs (with the exception of those of dormant companies). b) Ownership or part-ownership of private companies, businesses or consultancies likely or possibly seeking to do business with the NHS. c) Majority or controlling share holdings in organisations likely or possibly seeking to do business with the NHS. d) A position of authority in a charity or voluntary organisation in the field of health and social care. e) Any connection with a voluntary or other organisation contracting for NHS services. f) Any connection with an organisation, entity or company considering entering into a financial arrangement with a Foundation Trust, including but not limited to lenders or banks.
6.1.3 If Board Directors/Officers have any doubt about the relevance of an interest, this should be discussed with the Chair or the Foundation Trust Secretary.
6.1.4 At the time Board Directors’ interests are declared, they should be recorded in the board
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minutes. Any changes in interests should be declared at the next board meeting following the change occurring. It is the obligation of the director to inform the Foundation Trust Secretary in writing within twenty-eight days of becoming aware of the existence of an interest.
6.1.5 Board Directors’ directorships of companies likely or possibly seeking to do business with the NHS should be published in the board’s annual report. The information should be kept up to date for inclusion in succeeding annual reports.
6.1.6 During the course of a board meeting, if a conflict of interest is established, the board director concerned should withdraw from the meeting and play no part in the relevant discussion or decision.
6.2 Register of interests
6.2.1 The Foundation Trust Secretary will ensure that a register of interests is established to record formally declarations of interests of Board of Directors and officers. In particular the register will include details of all directorships and other interests which have been declared by both Board Directors and officers, as defined in SO 6.1.2. The register shall also contain the names of all Members of the Board of Directors, including those who have no interests in accordance with the constitution.
6.2.2. These details will be kept up to date by means of review at each meeting of the register in which any changes to interests declared will be incorporated.
6.2.3 The Trust’s single register of interestsis published and available to the public on the Trust’s website..
7 DISABILITY OF DIRECTORS IN PROCEEDINGS ON ACCOUNT OF PECUNIARY INTEREST
7.1 Subject to the following provisions of this standing order, if the Chair or a director of the Trust has any pecuniary interest, direct or indirect, in any contract, proposed contract or other matter and is present at a meeting of the Trust at which the contract or other matter is the subject of consideration, they shall at the meeting and as soon as practicable after its commencement disclose the fact and should withdraw so as not take part in the consideration or discussion of the contract or other matter or vote on any question with respect to it.
7.2 NHS I/E may, subject to such conditions as they may think fit to impose, remove any disability imposed by this standing order in any case in which it appears to them in the interests of the National Health Service that the disability shall be removed.
7.3 Any remuneration, compensation or allowances payable to the Chair or director by virtue of the Act shall not be treated as a pecuniary interest for the purpose of this standing order.
7.4 For the purpose of this standing order the Chair or a director shall be treated, subject to SO 7.2 and SO 7.6, as having indirectly a pecuniary interest in a contract, proposed contract or other matter, if:
(a) they, or a nominee of theirs, is a director of a company or other body, not being a public body, with which the contract was made or is proposed to be made or which has a direct pecuniary interest in the other matter under consideration; Or
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(b) they are a partner of, or is in the employment of a person with whom the contract was made or is proposed to be made or who has a direct pecuniary interest in the other matter under consideration; and in the case of persons living together the interest of one person shall, if known to the other, be deemed for the purposes of this standing order to be also an interest of the other.
7.5 The Chair or director shall not be treated as having a pecuniary interest in any contract, proposed contract or other matter by reason only:
(a) of their membership of a company or other body, if they have no beneficial interest in any securities of that company or other body;
(b) of an interest in any company, body or person with which they are connected as mentioned in SO 7.4 above which is so remote or insignificant that it cannot reasonably be regarded as likely to influence a director in the consideration or discussion of or in voting on, any question with respect to that contract or matter.
7.6 Where the Chair or director:
(a) has an indirect pecuniary interest in a contract, proposed contract or other matter by reason only of a beneficial interest in securities of a company or other body, and
(b) the total nominal value of those securities does not exceed £5,000 or one- hundredth of the total nominal value of the issued share capital of the company or body, whichever is the less, and
(c) if the share capital is of more than one class, the total nominal value of shares of any one class in which they have a beneficial interest does not exceed one-hundredth of the total issued share capital of that class,
this standing order shall not prohibit them from taking part in the consideration or discussion of the contract or other matter or from voting on any question with respect to it without prejudice however to their duty to disclose their interest.
7.7 SO 7 applies to a committee or sub-committee of the Trust (as it applies to the Trust) and applies to any member of any such committee or sub-committee (whether or not they are also a director of the Trust) as it applies to a director of the Trust.
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8 STANDARDS OF BUSINESS CONDUCT
8.1 Policy
8.1.1 The Board of Directors has adopted the standards set out in NHS I/E’s Managing Conflicts of Interest Guidance The following provisions should be read in conjunction with this document.
8.2 Interest of officers in contracts
8.2.1 If it comes to the knowledge of a board director or an officer of the Trust that a contract in which they have any pecuniary interest not being a contract to which they are themselves a party, has been, or is proposed to be, entered into by the Trust they shall, at once, give notice in writing to the Foundation Trust Secretary of the fact that they is interested therein. In the case of persons living together as partners, the interest of one partner shall, if known to the other, be deemed to be also the interest of that partner.
8.2.2 An officer must also declare to the Foundation Trust Secretary any other employment or business or other relationship of theirs, or of a cohabiting spouse, that conflicts, or might reasonably be predicted could conflict with the interests of the Trust.
8.3 Canvassing of, and recommendations by, Directors in relation to appointments
8.3.1 Canvassing of Board Directors or officers of the Trust or members of any committee of the Trust directly or indirectly for any appointment under the Trust shall disqualify the candidate for such appointment. The contents of this paragraph of the standing order shall be included in application forms or otherwise brought to the attention of candidates.
8.3.2 A director or officer of the Trust shall not solicit for any person any appointment under the Trust or recommend any person for such appointment: but this paragraph of this standing order shall not preclude a director from giving written testimonial of a candidate’s ability, experience or character for submission to the Trust.
8.3.3 Informal discussions outside appointments panels or committees, whether solicited or unsolicited, should be declared to the panel or committee.
8.4 Relatives of Directors or Officers
8.4.1 Candidates for any staff appointment shall when making application disclose in writing whether they are related to any director or the holder of any office under the Trust. Failure to disclose such a relationship shall disqualify a candidate and, if appointed, render them liable to instant dismissal.
8.4.2 The Board of Directors and every officer of the Trust shall disclose to the foundation Trust Secretary any relationship with a candidate of whose candidature that director or officer is aware. It shall be the duty of the Foundation Trust Secretary to report to the Trust any such disclosure made.
8.4.3 On appointment, Board Directors or Officers (and prior to acceptance of an appointment in the case of Executive Directors) should disclose to the Trust whether they are related to any other director or holder of any office under the Trust.
8.4.4 Where the relationship of an officer or another director to a board director of the Trust is
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disclosed, the standing order headed `disability of Directors in proceedings on account of pecuniary interest’ (SO 7) shall apply.
9 CUSTODY OF SEAL AND SEALING OF DOCUMENTS
9.1 Custody of seal
9.1.1 The common seal of the Trust shall be kept by the Foundation Trust Secretary in a secure place.
9.2 Sealing of documents
9.2.1 The seal of the Trust shall not be fixed to any documents unless the sealing has been authorised by a resolution of the Board of Directors or of a committee, thereof, or where the Board of Directors has delegated its powers.
9.2.2 Before any building, engineering, property or capital document is sealed it must be approved and signed by two Executive Directors, one of who will normally be the Chief Executive or the Director of finance and Contracting.
9.3 Register of sealing
9.3.1 An entry of every sealing shall be made and numbered consecutively in a book provided for that purpose, and shall be signed by the persons who shall have approved and authorised the document and those who attested the seal. A report of all sealing shall be made to the Trust annually at the first Audit and Risk Committee meeting after the end of the financial year. (The report shall contain details of the seal number, the description of the document and date of sealing).
10 SIGNATURE OF DOCUMENTS
10.1 Where the signature of any document will be a necessary step in legal proceedings involving the Trust, it shall be signed by the Chief Executive, unless any enactment otherwise requires or authorises, or the Board of Directors shall have given the necessary authority to some other person for the purpose of such proceedings.
10.2 The Chief Executive or nominated officers shall be authorised, by resolution of the Board of Directors, to sign on behalf of the Trust any agreement or other document (not required to be executed as a deed), the subject matter of which has been approved by the Board of Directors, or by a committee or sub-committee to which the Board of Directors has delegated appropriate authority.
11 MISCELLANEOUS
11.1 Standing orders to be given to Directors and Officers
11.1.1 It is the duty of the Chief Executive to ensure that existing Directors and officers and all new appointees are notified of and understand their responsibilities within standing orders and standing financial instructions. Updated copies shall be issued to staff designated by the Chief Executive. New designated officers shall be informed in writing and shall receive copies where appropriate of SOs and SFIs.
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11.2 Documents having the standing of standing orders
11.2.1 SFIs and Reservation of Power to the Board of Directors and Delegation of Powers shall have the effect as if incorporated into standing orders.
11.3 Review of standing orders
11.3.1 Standing orders shall be reviewed periodically by the Trust. The requirement for review extends to all documents having the effect as if incorporated in standing orders.
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