Corporate Governance Manual - Wrightington, Wigan and ...€¦ · Corporate Governance Manual ... standards of accountability and probity. Effective corporate governance, ... arrangements

Corporate Governance Manual

March 2016

Foreword Wrightington Wigan and Leigh NHS Foundation Trust (the Trust) is a public benefit corporation that was established in accordance with the provisions of the NHS Act 2006. As a body corporate the Trust has specific powers to contract in its own name and to act as a corporate trustee. Corporate governance is the system by which an organisation is directed and controlled, at its most senior levels in order to achieve its objectives and meet the necessary standards of accountability and probity. Effective corporate governance, along with clinical governance, is essential for a Foundation Trust to achieve its clinical, quality and financial objectives. Fundamental to effective corporate governance is having the means to verify the effectiveness of this direction and control, which is achieved through independent review and assurance. This corporate governance manual sets out the regulation of the Trust’s governance systems. The NHS Acts of 2006 and 2012 together with other regulations set out the legal framework within which the Foundation Trust operates. The Constitution sets out who can be members of the Foundation Trust and how it should conduct its business. The Trust is Licenced by Monitor (the independent regulator of Foundation Trusts) and the Licence sets out the conditions of operation. Wrightington Wigan and Leigh NHSFT has adopted schedules of matters reserved for the Board and delegation of powers together with Standing Financial Instructions setting out the financial framework within which the Trust operates. This Corporate Governance manual comprises: A Schedule of Matters including:

• Trust committee structure • Decisions reserved to the Council of Governors • Decisions reserved to the Board of Directors jointly with the Board of Governors • Decisions reserved to the Board of Directors • Decisions/duties delegated to committees of the Board of Directors

Standing Financial Instructions Standing Orders for the Board of Directors & Council of Governors Code of Conduct for the Board of Directors & Council of Governors Standards for members of NHS Boards Monitor’s Code of Governance for Foundation Trusts Compliance with these documents is required of the Foundation Trust, its Executive and Non-Executive Directors, Governors, officers and employees, all of whom are also required to comply with:

• The Trust Constitution and Licence • The Accounting Officer’s Memorandum

All of these documents together provide a regulatory framework for the business conduct of the Foundation Trust. The Trust also has an established framework for managing risk including but not limited to:

• Risk management strategy • Board assurance framework

Trust Board – Part 1 Agenda Item 18. Date: 21.10.15

Title of Report SFI’s

Purpose of the report and the key issues for consideration/decision

To seek approval of the SFI’s.

Prepared by: Name & Title

Shirley Martland, Financial Controller

Presented by: David Hughes, Associate Director of Finance

Action Required (please X)

Approve x Adopt x Receive for information

Strategic/Corporate Objective(s) supported by this paper

Governance

Is this on the Trust’s risk register? No

xYes

If Yes, Score

Which Standards apply to this report?

CQC x NHSLA xBAF Objectives x WWL Wheel x

Have all implications related to this report been considered?

Yes/No/NA Any

Action Required

Yes/ No/NA

Any Action Required

Finance Revenue & Capital Yes No Equality & Diversity

Na Na

National Policy/Legislation Yes No Patient Experience

Na Na

NHS Contract Na Na Governance

& Risk Management

Yes No

Human Resources Na Na Terms of Authorisation

Yes No

Consultation/Communication Na Na Human Rights

Na Na

Other: Na Na Carbon Reduction

Na Na

If action required please state:

Previous Meetings Please insert the date the paper was presented next to the relevant group

ECC Audit Committee

Quality & Safety

Committee

Finance & Investment Committee

Management Board

IM&T Strategy

Committee

HR Committee

NED Other

Na 06.10.15 Na 20.10.15 Na Na Na Na Na

Page 1

Standing Financial Instructions

Summary of amendments made following Audit Committee – 6th October 2015 3.3.2 d) ’no permanent employees are appointed without the approval of the Chief Executive other than those provided for within the available resources and manpower establishment as approved by the Board’; Changed to

“recruitment of a fixed term or permanent employee to a post, not covered by funded establishment, must be approved beforehand by following the Trust’s current recruitment policy. Approval must be gained prior to engaging services of any and all agency workers.” (Page 15) 8.2 ‘Authorisation levels for approval of purchase orders previously amended to ‘Authorisation levels for approval of expenditure’ has been reinstated (Page 27) 23.2.2 Within the approval table – Management board has been added back in and Meeting Point has been updated as Executive Communication Cell. (Page 51)

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Wrightington, Wigan & Leigh NHS Foundation Trust – Standing Financial Instructions

Date of Issue: April 2013 Date of Review: September 2014 Expiry Date: August 2016

STANDING FINANCIAL INSTRUCTIONS

Incorporating Budgetary Control & Delegated Arrangements

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FOREWORD

1. Within the Terms of Authorisation issued by the sector regulator Monitor, NHS foundation trusts are required to demonstrate the existence of comprehensive governance arrangements in accordance with the Health and Social Care (Community Health and Standards) Act 2003.

2. The standard requires boards to ensure that there are management arrangements in place to enable responsibility to be clearly delegated to all staff and those representing the Trust. Additionally, the Board has drawn up locally generated rules and instructions, including delegation arrangements and financial procedural notes, for use within the Trust. Collectively these comprehensively cover all aspects of (financial) management and control. They set the business rules which directors, employees and the Council of Governors (including employees of third parties contracted to the Trust) must follow when taking action on behalf of the Board.

3. SFIs are mandatory for all directors, employees and members of the Council of Governors.

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CONTENTS CONTENTS ................................................................................................................................................... 3

1. INTRODUCTION .............................................................................................................................. 7

1.1 Purpose and scope ........................................................................................................... 7

1.2 Terminology ....................................................................................................................... 7

1.3 Responsibilities and delegation ...................................................................................... 8

2. AUDIT, FRAUD, CORRUPTION, BRIBERY AND SECURITY ...................................................... 10

2.1 Audit Committee .............................................................................................................. 10

2.2 Director of Finance .......................................................................................................... 10

2.3 Role of internal audit ....................................................................................................... 11

2.4 External audit ................................................................................................................... 11

2.5 Fraud, corruption and bribery ........................................................................................ 12

2.6 Security management ..................................................................................................... 12

3. BUSINESS PLANNING, BUDGETS, BUDGETARY CONTROL, AND MONITORING ................. 12

3.1 Preparation and approval of plans and budgets ......................................................... 12

3.2 Budgetary delegation ...................................................................................................... 13

3.3 Budgetary control and reporting ................................................................................... 13

3.4 Capital expenditure ......................................................................................................... 14

3.5 Monitoring of performance ............................................................................................ 15

4. ANNUAL ACCOUNTS AND REPORTS ........................................................................................ 15

5. BANK AND GBS ACCOUNTS ....................................................................................................... 15

5.1 General ............................................................................................................................. 15

5.2 Bank and GBS accounts................................................................................................. 16

5.3 Banking procedures ........................................................................................................ 16

5.4 Banking tendering and review ....................................................................................... 16

6. INCOME, FEES AND CHARGES AND SECURITY OF CASH, CHEQUES AND OTHER NEGOTIABLE INSTRUMENTS ..................................................................................................... 16

6.1 Income systems .............................................................................................................. 16

6.2 Fees and charges ............................................................................................................ 16

6.3 Debt recovery .................................................................................................................. 17

6.4 Security of cash, cheques and other negotiable instruments.................................... 17

7. TENDERING AND CONTRACTING PROCEDURE ...................................................................... 18

7.1 General ............................................................................................................................. 18

7.2 EU Directives governing public procurement .............................................................. 18

7.3 Competitive quotations .................................................................................................. 18

7.4 Competitive tendering .................................................................................................... 18

7.5 Non–competitive waivers ............................................................................................... 19

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7.6 Authorisation of waivers ................................................................................................ 19

7.7 Frameworks and approved supplier lists ..................................................................... 20

7.8 Exceptions to using approved contractors .................................................................. 20

7.9 Contracting/tendering procedure .................................................................................. 21

7.10 Receipt and safe custody of tenders ............................................................................ 21

7.11 Opening tenders ............................................................................................................... 21

7.12 Admissibility of tenders .................................................................................................. 21

7.13 Acceptance of tenders .................................................................................................... 22

7.14 Contracts – non NHS terms and conditions ................................................................. 23

7.15 Contracts – NHS terms and conditions ........................................................................ 23

7.16 Tender reports to the Trust Board ................................................................................. 23

7.17 Fair and adequate competition ...................................................................................... 23

7.18 Expenditure to be within financial limits ...................................................................... 23

7.19 Reverse e-auctions ......................................................................................................... 23

7.20 Health care services ........................................................................................................ 24

7.21 Items which subsequently breach thresholds after original approval ...................... 24

7.22 Authorisation of tenders and competitive quotations ................................................ 24

7.23 Private finance for capital procurement ....................................................................... 24

7.24 Compliance requirements for all contracts .................................................................. 24

7.25 Disposals ......................................................................................................................... 25

7.26 In-house services and benchmarking ........................................................................... 25

7.27 Applicability of SFIs on tendering and contracting to funds held in trust ................ 26

8. NON-PAY EXPENDITURE ............................................................................................................ 26

8.1 Delegation of authority ................................................................................................... 26

8.2 Authorisation levels for approval of expenditure ........................................................ 26

8.3 Choice, requisitioning, ordering, receipt and payment for goods and services ...... 27

9. STORES AND RECEIPT OF GOODS ........................................................................................... 30

9.1 General position .............................................................................................................. 30

9.2 Control of stores, stocktaking, condemnations and disposal ................................... 30

9.3 Goods supplied by NHS Supply Chain ......................................................................... 31

10. CONTRACTING FOR PROVISION OF HEALTHCARE SERVICES ............................................. 31

11. TERMS OF SERVICE, ALLOWANCES AND PAYMENT OF MEMBERS OF THE TRUST BOARD AND EXECUTIVE COMMITTEE AND EMPLOYEES ...................................................... 32

11.1 Remuneration and terms of service .............................................................................. 32

11.2 Funded establishment .................................................................................................... 33

11.3 Staff appointments .......................................................................................................... 33

11.4 Processing payroll .......................................................................................................... 33

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11.5 Contracts of employment ............................................................................................... 34

12. EXTERNAL BORROWING AND INVESTMENTS ......................................................................... 34

12.1 Public Dividend Capital .................................................................................................. 34

12.2 Commercial borrowing and investment ........................................................................ 35

12.3 Investments ..................................................................................................................... 35

13. CAPITAL INVESTMENT, PRIVATE FINANCING, FIXED ASSET REGISTERS AND SECURITY OF ASSETS ................................................................................................................................... 35

13.1 Capital investment .......................................................................................................... 35

13.2 Asset registers ................................................................................................................ 36

13.3 Security of assets ............................................................................................................ 37

14. DISPOSALS AND CONDEMNATIONS, LOSSES AND SPECIAL PAYMENTS ........................... 37

14.1 Disposals and condemnations ...................................................................................... 37

14.2 Losses and special payments ....................................................................................... 38

15. INFORMATION TECHNOLOGY AND GOVERNANCE ................................................................ 40

15.1 Responsibilities and duties of the Director of Finance ............................................... 40

15.2 Responsibilities and duties of other directors and officers ....................................... 40

15.3 Contracts for computer services with other health bodies or outside agencies ..... 41

15.4 Risk assessment ............................................................................................................. 41

15.5 Requirements for computer systems, which have an impact on corporate financial systems ............................................................................................................................ 41

15.6 Freedom of information .................................................................................................. 41

15.7 Information governance – “principle 7 compliance statement” ................................ 41

16. PATIENTS' PROPERTY ................................................................................................................ 42

17. CHARITABLE FUNDS ................................................................................................................... 43

17.1 The charity framework and the applicability of standing financial instructions to the Charity ........................................................................................................................ 43

17.2 Approvals ......................................................................................................................... 44

17.3 Fund management and expenditure ............................................................................. 44

17.4 Income .............................................................................................................................. 45

17.5 Banking ............................................................................................................................ 45

17.6 Investment management ................................................................................................. 45

17.7 Asset management ......................................................................................................... 46

17.8 Reporting .......................................................................................................................... 46

18. ACCEPTANCE OF GIFTS BY STAFF ........................................................................................... 46

19. RETENTION OF RECORDS .......................................................................................................... 46

20. RISK MANAGEMENT AND INSURANCE ..................................................................................... 47

20.1 Programme of risk management ................................................................................... 47

20.2 Arrangements to be followed by the board in agreeing insurance cover ................. 47

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21. INTELLECTUAL PROPERTY ........................................................................................................ 48

21.1 Intellectual property (IP) ................................................................................................. 48

21.2 Definition of intellectual property .................................................................................. 48

21.3 Ownership of intellectual property ................................................................................ 48

21.4 Disputes of ownership .................................................................................................... 49

21.5 Intellectual property management ................................................................................. 49

21.6 Staff obligations .............................................................................................................. 49

21.7 Monitoring intellectual property .................................................................................... 49

22. DECLARATION OF INTERESTS .................................................................................................. 49

22.1 General ............................................................................................................................. 49

22.2 Bribery Act 2010 .............................................................................................................. 49

22.3 Declaration of interest .................................................................................................... 50

23. BUSINESS CASE AND TENDER PROCESS ............................................................................... 50

23.1 Introduction ..................................................................................................................... 50

23.2 Business case process summary ................................................................................. 50

23.3 Tendering process summary (for the purchase of revenue goods and/or services) (see also SFI 7) ................................................................................................................ 51

Further references and financial procedures are retained in the Finance Department section of the intranet.

The following policies are specifically referenced.

Treasury Management Policy

Intellectual Property Policy

Commercial Representatives Policy

Counter Fraud and Corruption Policy

Gifts and Hospitality Policy

Code of Conduct Policy

The Charity’s Treasury Management Policy

The Charity’s Expenditure Guidance and Fundraising and Income Guidance policy documents.

The Trust’s Constitution and Standing Orders, and the Schedule of Matters are also referenced.

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1. INTRODUCTION 1.1 Purpose and scope

1.1.1 These Standing Financial Instructions (SFIs) detail the financial responsibilities, policies and procedures to be adopted by the Foundation Trust. They are designed to ensure that its financial transactions are carried out in accordance with the law and government policy in order to achieve probity, accuracy, economy, efficiency and effectiveness.

1.1.2 These SFIs identify the financial responsibilities which apply to everyone working for the Foundation Trust and its constituent organisations including trading units. They do not provide detailed procedural advice. These statements should therefore be read in conjunction with detailed departmental and financial procedure notes which must be approved by the Director of Finance.

1.1.3 These SFIs also detail the delegation by the Board of powers and approval limits to officers of the Trust, and as such, contain the Trust’s Scheme of Delegation.

1.1.4 The Trust’s Schedule of Matters broadly outlines those decisions and duties specifically reserved to the Trust Board. These matters are not delegated, and as such, the Schedule of Matters represents the Trust’s Scheme of Reservation. It is therefore recommended that the Schedule of Matters is read in conjunction with these SFIs and the Scheme of Delegation contained herein.

1.1.5 Should any difficulties arise regarding the interpretation or application of any of the SFIs then the advice of the Director of Finance must be sought before acting. The user of these SFIs should also be familiar with and comply with the provisions of the Trust’s Standing Orders (SOs).

1.1.6 Failure to comply with Standing Financial Instructions can in certain circumstances be regarded as a disciplinary matter that could result in dismissal.

1.1.7 If for any reason these Standing Financial Instructions 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 Audit Committee for referring action or ratification. All members of the Board and staff have a duty to disclose any non-compliance with these Standing Financial Instructions to the Director of Finance as soon as possible.

1.1.8 These Instructions are equally applicable to the Trust’s charitable funds with regards to procurement and transactions.

1.2 Terminology

1.2.1 Any expression to which a meaning is given in the National Health Service Act 2006, National Health Service and Community Care Act 1990 and other acts relating to the National Health Service or in the Financial Regulations made under the Acts shall have the same meaning in these Standing Financial Instructions.

1.2.2 "Trust" means Wrightington, Wigan and Leigh NHS Foundation Trust.

1.2.3 “Accounting Officer" means the officer responsible to Parliament for the resources under their control. They are responsible for ensuring the proper stewardship of public funds and assets. The National Health Services Act (2006) designates the Chief Executive of the NHS Foundation Trust (NHS FT) as the Accounting Officer. The definition of duties and responsibilities of the Accounting Officer are set out within the NHS Foundation Trust Accounting Officer Memorandum.

1.2.4 "Board" means the Chairman, Executive Directors and Non-Executive Directors of the Trust collectively as a body.

1.2.5 “Council of Governors” means the Council of Governors as constituted within the Constitution.

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1.2.6 "Budget" means a resource, expressed in financial terms, proposed by the Board for the purpose of carrying out, for a specific period, any or all of the functions of the Trust.

1.2.7 “Budget holder” means the director or employee with delegated authority from the Accounting Officer to manage finances (income and expenditure) for a specific area of the organisation.

1.2.8 “Budget manager” means an employee directly responsible to a budget holder.

1.2.9 “Budget operator” has delegated power from a budget manager to control a particular budget(s). Such delegation of powers shall be within defined parameters and shall be recorded in writing.

1.2.10 “Monitor” means the office of the Regulator of Health Services of England.

1.2.11 "Chairman of the Board (or Trust)" is the person appointed by the Council of Governors to lead the Board and to ensure that it successfully discharges its overall responsibility for the Trust as a whole. The expression “the Chairman of the Trust” shall be deemed to include the Vice-Chairman of the Trust if the Chairman is absent from the meeting or is otherwise unavailable.

1.2.12 "Chief Executive" means the Chief Officer (and the Chief Accounting Officer) of the Trust.

1.2.13 "Director of Finance" means the Chief Financial Officer of the Trust.

1.2.14 "Executive Director" means a Director of the Trust who may also be an officer.

1.2.15 "Non-Executive Director" means a member of the Board of Directors who does not hold an executive office of the Trust.

1.2.16 "Officer" means an employee of the Trust or any other person holding a paid appointment or office with the Trust.

1.2.17 "Secretary" means a person appointed to act independently of the Board to provide advice on corporate governance issues to the Board and the Chairman and monitor the Trust’s compliance with the law, Standing Orders, and guidance from Monitor and the Department of Health.

1.2.18 "Committee" means a committee or sub-committee created and appointed by the Trust.

1.2.19 “Committee members" means persons formally appointed by the Board to sit on or to chair specific committees.

1.2.20 “Charitable funds” shall mean those funds which the Trust holds on date of incorporation, receives on distribution by statutory instrument or chooses subsequently to accept under powers derived under s90 of the NHS Act 1977 and the NHS and Community Care Act 1990, as amended.

1.2.21 "SFIs" means Standing Financial Instructions.

1.2.22 "SOs" means Standing Orders, which are contained within the Trust’s Constitution.

1.2.23 Wherever the title Chief Executive, Director of Finance, or other nominated officer is used in these instructions, it shall be deemed to include such other Director or employees who have been duly authorised to represent them.

1.2.24 Wherever the term "employee" is used and where the context permits it shall be deemed to include employees of third parties contracted to the Trust when acting on behalf of the Trust.

1.3 Responsibilities and delegation

1.3.1 The Trust Board exercises financial supervision and control by:

a) formulating the financial strategy;

b) requiring the submission and approval of budgets within overall income;

c) defining and approving essential features in respect of important procedures and financial systems (including the need to obtain value for money); and

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d) defining specific responsibilities placed on members of the Board and employees as indicated within these Instructions.

1.3.2 The Board has resolved that certain powers and decisions may only be exercised by the Board in formal session. All other powers have been delegated to such other committees as the Trust has established. These provisions are set out in the Trust’s Schedule of Matters.

1.3.3 The Chief Executive and Director of Finance will, as far as possible, delegate their detailed responsibilities, but they remain accountable for financial control.

Within the Standing Financial Instructions, it is acknowledged that the Chief Executive is ultimately accountable to the Board, and as Accounting Officer, to the Secretary of State, for ensuring that the Board meets its obligation to perform its functions within the available financial resources. The Chief Executive has overall executive responsibility for the Trust’s activities; is responsible to the Chairman and the Board for ensuring that its financial obligations and targets are met; and has overall responsibility for the Trust’s system of internal control.

1.3.4 The Chairman and Chief Executive must ensure suitable recovery plans are in place to ensure business continuity in the event of a major incident taking place.

1.3.5 It is a duty of the Chief Executive to ensure that members of the Board, employees, and all new appointees are notified of, and put in a position to understand their responsibilities within, these Instructions.

1.3.6 In line with the requirements of the NHS Act (2006) the Chief Executive and Director of Finance shall monitor and ensure compliance with the Secretary of State Directions on fraud and corruption including the Bribery Act 2010.

1.3.7 The Director of Finance is responsible for:

a) implementing the Trust’s financial policies and for coordinating any corrective action necessary to further these policies;

b) maintaining an effective system of internal financial control including ensuring that detailed financial procedures and systems incorporating the principles of segregation of duties and internal checks are prepared, documented and maintained to supplement these instructions; and

c) ensuring that sufficient records are maintained to show and explain the Trust’s transactions, in order to disclose, with reasonable accuracy, the financial position of the Trust at any time.

Without prejudice to any other functions of the Trust, and employees of the Trust, the duties of the Director of Finance include:

a) the provision of financial advice to the Trust, Directors and employees;

b) the design, implementation and supervision of systems of internal financial control; and

c) the preparation and maintenance of such accounts, certificates, estimates, records and reports as the Trust may require for the purpose of carrying out its statutory duties.

1.3.7 All Directors and employees, severally and collectively, are responsible for:

a) the security of the property of the Trust;

b) avoiding loss;

c) exercising economy and efficiency in the use of resources; and

d) conforming with the requirements of Standing Orders, the Schedule of Matters, Standing Financial Instructions (including Schemes of Delegation) and financial procedures.

1.3.8 Any contractor or employee of a contractor who is empowered by the Trust to commit the Trust to expenditure, or who is authorised to obtain income, shall be covered by these instructions. It is the responsibility of the Chief Executive to ensure that such persons are made aware of this.

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1.3.9 For any and all Directors and employees who carry out a financial function, the form in which financial records are kept and the manner in which members of the Board and employees discharge their duties must be to the satisfaction of the Director of Finance.

2. AUDIT, FRAUD, CORRUPTION, BRIBERY AND SECURITY 2.1 Audit Committee

2.1.1 In accordance with Standing Orders the Board of Directors shall formally establish an Audit Committee, with clearly defined terms of reference, and following guidance from the NHS Audit Committee Handbook and in accordance with the Audit Code for NHS Foundation Trusts issued by Monitor, which will provide an independent and objective view of internal control by: a) ensuring that there is an effective internal audit function established by management, that

meets mandatory Public Sector Internal Audit Standards;

b) reviewing the work and findings of the external auditors;

c) reviewing financial and information systems, monitoring the integrity of the financial statements and any formal announcements relating to the Trust’s financial performance, and reviewing significant financial reporting judgements;

d) reviewing the establishment and maintenance of an effective system of integrated governance, risk management and internal control, across the whole of the organisation’s activities (both clinical and non-clinical), that supports the achievement of the organisation’s objectives;

e) monitoring compliance with Standing Orders and Standing Financial Instructions;

f) reviewing schedules of losses and special payments, making recommendations to the Board; and

g) reviewing the arrangements in place to support the Assurance Framework process prepared on behalf of the Board and advising the Board accordingly.

2.1.2 Where the Audit Committee considers there is evidence of ultra vires transactions or improper acts, or if there are other important matters that the Committee wishes to raise, the Chairman of the Audit Committee should raise the matter at a full meeting of the Board.

2.1.3 It is the responsibility of the Director of Finance to ensure an adequate internal audit service is provided and the Audit Committee shall be involved in the selection process when/if an internal audit service provider is changed.

2.2 Director of Finance 2.2.1 The Director of Finance is responsible for:

a) ensuring there are arrangements to review, evaluate and report on the effectiveness of internal financial control including the establishment of an effective internal audit function;

b) ensuring that the internal audit is adequate and meets the NHS foundation trust audit standards;

c) deciding at what stage to involve the police in cases of misappropriation and other irregularities not involving fraud, corruption or bribery; and

d) ensuring that an annual internal audit report is prepared for the consideration of the Audit Committee and the Board. The report must cover:

(i) a clear opinion on the effectiveness of internal control in accordance with the current Risk assessment framework issued

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(ii) by Monitor including, for example, compliance with control criteria and standards;

(iii) major internal financial control weaknesses discovered;

(iv) progress on the implementation of internal audit recommendations;

(v) progress against plan over the previous year;

(vi) a strategic audit plan covering the coming three years; and

(vii) a detailed plan for the next year.

2.2.2 The Director of Finance or designated auditors are entitled, without necessarily giving prior notice, to require or receive:

a) access to all records, documents and correspondence relating to any financial or other relevant transactions, including documents of a confidential nature;

b) access at all reasonable times to any land, premises, members of the Board and Council of Governors or employees of the Trust;

c) the production of any cash, stores or other property of the Trust under a member of the Board or employee's control; and

d) explanations concerning any matter under investigation.

2.3 Role of internal audit 2.3.1 Internal audit will review, appraise and report upon:

a) the extent of compliance with, and the financial effect of, relevant established policies, plans and procedures;

b) the adequacy and application of financial and other related management controls;

c) the suitability of financial and other related management data; and

d) the extent to which the Trust’s assets and interests are accounted for and safeguarded from loss of any kind, arising from:

(i) fraud and other offences;

(ii) waste, extravagance, or inefficient administration; or

(iii) poor value for money or other causes.

2.3.2 Whenever any audit matter arises which involves, or is thought to involve, irregularities concerning cash, stores, or other property or any suspected irregularity in the exercise of any function of a pecuniary nature, the Director of Finance must be notified immediately.

2.3.3 The Director of Internal Audit/Head of Internal Audit will normally attend Audit Committee meetings and has a right of access to all Audit Committee members, the Chairman and Chief Executive of the Trust.

2.3.4 The Director of Internal Audit/Head of Internal Audit shall be accountable to the Director of Finance. The reporting system for internal audit shall be agreed between the Director of Finance, the Audit Committee and the Director of Internal Audit. The agreement shall be in writing and shall comply with the guidance on reporting contained in the Public Sector Internal Audit Standards. The reporting system shall be reviewed at least every three years.

2.4 External audit

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2.4.1 The external auditor is appointed, through a formal process, by the Council of Governors following recommendation from the Audit Committee which should ensure that a cost efficient service is being provided. Where a problem arises in the provision of this service it should be raised with the external auditor and referred on to Monitor if the issue cannot be resolved.

2.4.2 It is for the Council of Governors to appoint or remove the external auditors at a general meeting of the Council of Governors, based on recommendations from the Audit Committee. The Trust must ensure that the external auditor appointed by the Council of Governors meets the criteria included by Monitor within the Audit Code for NHS Foundation Trusts, at the date of appointment and on an on-going basis throughout the term of their appointment.

2.5 Fraud, corruption and bribery 2.5.1 Under the NHS Standard Contract for 2015/2016, all organisations providing NHS services must

put in place and maintain appropriate counter fraud arrangements. In line with their responsibilities, the Trust Chief Executive and Director of Finance shall monitor and ensure compliance with Directions issued by the Secretary of State for Health on fraud and corruption, and NHS Protect Standards for providers.

2.5.2 The Trust shall nominate a suitable person to carry out the duties of the Local Anti-Fraud Specialist (LAFS) as specified by the NHS Anti-Fraud Manual and guidance.

2.5.3 The Local Anti-Fraud Specialist shall report to the Director of Finance and shall work with staff in NHS Protect in accordance with the NHS Anti-Fraud Manual.

2.5.4 The Local Anti-Fraud Specialist will be responsible for producing counter fraud progress reports and presenting these to the Audit Committee. In addition, a Counter Fraud Annual Report will be produced at the end of each financial year.

2.6 Security management 2.6.1 Under the NHS Standard Contract for 2014/2015, all organisations providing NHS services must

put in place and maintain appropriate security management arrangements. In line with their responsibilities, the Trust Chief Executive will monitor and ensure compliance with Directions issued by the Secretary of State for Health on NHS security management, and NHS Protect Standards for providers.

2.6.2 The Trust shall nominate a suitable person to carry out the duties of the Local Security Management Specialist (LSMS) as specified by the Secretary of State for Health guidance on NHS security management. The Chief Executive has overall responsibility for controlling and coordinating security. However, key tasks are delegated to the Director of Nursing and the appointed Local Security Management Specialist (LSMS).

3. BUSINESS PLANNING, BUDGETS, BUDGETARY CONTROL, AND MONITORING 3.1 Preparation and approval of plans and budgets

3.1.1 The appropriate Executive Director will compile and submit to the Board a Business Plan, which takes into account capacity and demand, and HR, estates and financial targets. The Business Plan will contain: a) a statement of the significant assumptions on which the plan is based; and

b) details of major changes in workload, delivery of services, or resources required to achieve the plan.

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The Business Plan will be submitted to Monitor in line with their deadlines, guidance and requirements.

3.1.2 Prior to the start of the financial year the Director of Finance will, on behalf of the Chief Executive, prepare and submit income and expenditure plans for approval by the Board. Such plans will: a) be in accordance with the aims and objectives set out in the Business Plan;

b) accord with workload and manpower plans;

c) be produced following discussion with appropriate budget holders;

d) be prepared within the limits of available funds; and

e) identify potential risks.

3.1.3 The Trust shall submit information in respect of its financial plans to Monitor, once approved by the Board of Directors.

3.1.4 The Director of Finance will monitor actual financial performance against plan and report variances and risks to the Board.

3.1.5 All budget holders must provide information as required by the Director of Finance to enable income and expenditure plans to be compiled.

3.1.6 Budget holders, with divisional responsibility, will sign up to their allocated income and expenditure plans at the commencement of each financial year.

3.1.7 The Director of Finance has a responsibility to ensure that adequate training is delivered on an on-going basis to budget holders, to help them manage their delegated financial performance successfully.

3.2 Budgetary delegation 3.2.1 The Chief Executive may delegate the management of a budget to permit the performance of a

defined range of activities. This delegation must be in writing and be accompanied by a clear definition of: a) the value of the delegated budget;

b) the purpose(s) of each budget heading;

c) whole time equivalents (WTEs) in respect of pay budgets;

d) individual and group responsibilities;

e) authority to exercise virement;

f) achievement of planned levels of service; and

g) the provision of regular reports.

3.2.2 The Chief Executive, Executive Directors, Clinical Directors and delegated budget holders must not exceed the budgetary total or virement limits set by the Board.

3.2.3 Any budgeted funds not required for their designated purpose(s) revert to the immediate control of the Chief Executive, subject to any authorised use of virement.

3.2.4 Non-recurring budgets shall not be used to finance recurring expenditure without the authority in writing of the Chief Executive, as advised by the Director of Finance.

3.3 Budgetary control and reporting

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3.3.1 The Director of Finance will devise and maintain systems of budgetary control and reporting. These will include the following. a) Monthly financial reports to the Board, including:

(i) income and expenditure to date showing trends and forecast year-end position;

(ii) movements in working capital;

(iii) movements in cash and capital;

(iv) capital project spend and projected outturn against plan;

(v) explanations of any material variances from plan; and

(vi) details of any corrective action where necessary and the Chief Executive's and/or Director of Finance's view of whether such actions are sufficient to correct the situation.

b) The issue of timely, accurate and comprehensible advice and financial reports to each budget holder, covering the areas for which they are responsible.

c) Investigation and reporting of variances from financial, workload and manpower budgets.

d) Monitoring of management action to address variances.

e) Arrangements for the authorisation of budget transfers.

f) Advice to the Chief Executive and the Board on the consequences and economic and financial impact on future plans and projects of a change in policy, pay awards and other events and trends affecting budgets.

3.3.2 Each budget holder is responsible for ensuring that: a) they remain within their budget allocation;

b) any planned reduction in income or overspending on expenditure, which cannot be addressed by virement, are reported to the Trust Board;

c) the amount provided in an approved budget is not used in whole or in part for any purpose other than that specifically authorised, subject to the rules of virement;

d) recruitment of a fixed term or permanent employee to a post, not covered by funded establishment, must be approved beforehand by following the Trust’s current recruitment policy. Approval must be gained prior to engaging services of any and all agency workers.

e) no permanent employees are appointed without following the Trust’s approval process other than those provided for within the available resources and manpower establishment as approved by the Board;

f) they identify and implement cost improvements and income generation initiatives in accordance with the requirements of the approved budget; and

g) any proposal to increase revenue spending has an appropriate funding stream identified and that this has been agreed by the Chief Executive. Proposals to increase revenue spending should also be signed off by the Director of Finance. This applies to all revenue developments whether part of Annual Business Plan discussions or separate business case initiatives, however funded.

3.3.3 The Chief Executive is responsible for identifying and implementing cost improvements and income generation initiatives in accordance with the requirements of the Business Plan.

3.4 Capital expenditure 3.4.1 The general rules applying to delegation and reporting shall also apply to capital expenditure.

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3.5 Monitoring of performance 3.5.1 The Chief Executive is responsible for ensuring that

a) the appropriate monitoring returns are submitted to Monitor in line with Monitor’s Risk Assessment Framework;

b) financial performance measures have been defined and are monitored and reasonable targets have been identified for these measures;

c) a robust system in in place for managing performance against the targets; and

d) reporting lines are in place to ensure all performance is managed and arrangements are in place to manage/respond to adverse performance.

4. ANNUAL ACCOUNTS AND REPORTS 4.1 The Director of Finance, on behalf of the Trust, will

a) keep accounts, and in respect of each financial year

b) prepare annual accounts, in such form as Monitor may, with the approval of the Treasury, direct;

c) ensure that, in preparing annual accounts, the Trust complies with any directions given by Monitor with the approval of the Treasury as to:

(i) the methods and principles according to which the accounts are to be prepared; and

(ii) the information to be given in the accounts.

d) ensure that a copy of the annual accounts, and any report of the External Auditor on them, are laid before Parliament and that copies of these documents are sent to Monitor.

e) submit financial returns to Monitor for each financial year in accordance with Monitor’s timetable.

4.2 The Trust's audited annual accounts must be presented to the Board for approval and received by the Council of Governors at a public meeting.

4.3 The Trust’s annual accounts must be audited by an auditor appointed by the Council of Governors. The Trust’s audited annual accounts must be presented at a public meeting and made available to the public.

4.4 The Trust will publish an annual report, in accordance with guidelines on local accountability, and present it at a public meeting. The document will comply with Monitor’s Annual Reporting Manual.

5. BANK AND GBS ACCOUNTS

5.1 General 5.1.1 The Director of Finance is responsible for managing the Trust’s banking arrangements and for

advising the Trust on the provision of banking services and operation of accounts. 5.1.2 The Director of Finance is responsible for negotiating the Trust’s banking contracts, establishing any

associated mandates and naming personnel to be signatories for banking transactions. 5.1.3 No employee may open or hold a bank account in the name and/or address of the Trust or of its

constituent hospitals/departments. Any employee aware of the existence of such an account shall report the matter to the Director of Finance.

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5.2 Bank and GBS accounts 5.2.1 The Director of Finance is responsible for:

a) bank accounts and Government Banking Service (GBS) accounts;

b) establishing separate bank accounts for the Trust’s charitable funds;

c) ensuring payments made from bank or GBS accounts do not exceed the amount credited to the account except where arrangements have been made;

d) reporting to the Board of any external borrowing requirements; and

e) ensuring that procedures are maintained that document all transaction processing relating to Trust bank accounts.

5.3 Banking procedures 5.3.1 The Director of Finance will prepare detailed instructions on the operation of bank and GBS

accounts which must include: a) the conditions under which each bank and GBS account is to be operated;

b) the limit to be applied to any overdraft; and

c) those authorised to sign cheques or other orders drawn on the Trust’s accounts.

5.3.2 The Director of Finance must advise the Trust’s bankers in writing of the conditions under which each account will be operated.

5.4 Banking tendering and review 5.4.1 The Director of Finance will review the commercial banking arrangements of the Trust at regular

intervals to ensure they reflect best practice and represent best value for money by periodically seeking competitive tenders for the Trust’s commercial banking business.

5.4.2 Competitive tenders should be sought at least every five years, unless the Board determines otherwise. The results of the tendering exercise should be reported to the Board. This review is not necessary for GBS accounts.

6. INCOME, FEES AND CHARGES AND SECURITY OF CASH, CHEQUES AND OTHER NEGOTIABLE INSTRUMENTS

6.1 Income systems 6.1.1 The Director of Finance is responsible for designing, maintaining and ensuring compliance with

systems for the proper recording, invoicing, collection and coding of all monies due. 6.1.2 The Director of Finance is also responsible for the prompt banking of all monies received.

6.2 Fees and charges 6.2.1 The Trust shall follow Monitor’s guidance in setting prices for NHS Service contracts, where

services are not covered by a mandatory National Tariff. The Director of Finance is responsible for approving and regularly reviewing the level of all fees and charges other than those determined by NHS England (such as Payment by Results National Tariffs), HM Treasury or by statute. Independent professional advice on matters of valuation shall be taken as necessary.

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6.2.2 Where sponsorship income (including items in kind such as subsidised goods or loans of equipment) is considered, the NHS Commissioning Board – Standards of Business Conduct shall be followed.

6.2.3 All employees must inform the Director of Finance promptly of money due arising from transactions which they initiate/deal with, including all contracts, leases, tenancy agreements, private patient undertakings and other transactions.

6.3 Debt recovery 6.3.1 The Director of Finance is responsible for the appropriate recovery action on all outstanding

debts. 6.3.2 Income which is deemed due, but possibly uncollectable, should be dealt with in accordance with

debt recovery procedures, and reported as a write-off loss (SFI 14.2) where appropriate. 6.3.3 Overpayments should be detected (or preferably prevented) and recovery initiated.

6.4 Security of cash, cheques and other negotiable instruments 6.4.1 The Director of Finance is responsible for:

a) approving the form of all receipt books, agreement forms, or other means of officially acknowledging or recording monies received or receivable;

b) ordering and securely controlling any such stationery;

c) the provision of adequate facilities and systems for employees whose duties include collecting and holding cash, including the provision of safes or lockable cash boxes, the procedures for keys, and for coin operated machines; and

d) prescribing systems and procedures for handling cash and negotiable securities on behalf of the Trust.

6.4.2 Trust cash shall not under any circumstances be used for private transactions such as the encashment of private cheques, bank to bank transfers or temporary loans.

6.4.3 Trust accounts should not be used for ad hoc temporary banking of employee funds or other monies unrelated to Trust business and income, except patients’ monies held in trust.

6.4.4 Trust credit cards should not be used for personal expenditure, even if there is an intention to reimburse the Trust.

6.4.5 Trust credit cards should not be used to pay employee expenses, as these should be reimbursed via Payroll.

6.4.6 All cheques, postal orders, cash etc. shall be banked intact. Disbursements shall not be made from cash received, except under arrangements approved by the Director of Finance.

6.4.7 The holders of safe keys shall not accept unofficial funds for depositing in their safes unless such deposits are in special sealed envelopes or locked containers. It shall be made clear to the depositors that the Trust is not to be held liable for any loss, and written indemnities must be obtained from the organisation or individuals absolving the Trust from responsibility for any loss.

6.4.8 During the absence (whether sickness or annual leave etc.) of the authorised safe key holder, the officer who acts in their place shall be subject to the same controls as the normal holder of the key. There shall be a written discharge of the safe and/or cash box contents on the transfer of responsibilities, with the discharge document authorised by the relevant senior officer, and retained for audit inspection.

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6.4.9 The opening of incoming post shall be undertaken by two officers except where authorised in writing by the Director of Finance. All cash, cheques, postal orders and other forms of payment received shall be entered in an approved form of remittance register. All cheques and postal orders shall be crossed “Not Negotiable Account Payee Only – Wrightington, Wigan and Leigh NHS Foundation Trust”. The remittance register should be passed to the cashier from whom a signature should be obtained.

6.4.10 All unused cheques and GBS orders will be held as controlled stationery and issued in accordance with controlled stationery procedures.

6.4.11 Any loss or shortfall in cash, cheques or other negotiable instruments shall be reported immediately. Where there is prima facie evidence of fraud and corruption it will be necessary to follow the Trust’s Counter Fraud and Corruption Policy. Where there is no evidence of fraud and corruption the loss shall be reported in line with losses procedures.

7. TENDERING AND CONTRACTING PROCEDURE 7.1 General

7.1.1 The procedure for making all contracts by, or on behalf of, the Trust shall comply with the Trust’s Standing Orders and Standing Financial Instructions.

7.1.2 The approval of business cases prior to the procurement process is covered in SFI 23.

7.2 EU Directives governing public procurement

7.2.1 Directives by the Council of the European Union promulgated by the Department of Health (DH) prescribing procedures for awarding all forms of contracts shall have effect as if incorporated in these Standing Orders and Standing Financial Instructions.

7.3 Competitive quotations

7.3.1 Competitive quotations are required where the intended expenditure or income exceeds, or is reasonably expected to exceed £5,001 but not exceed £50,000 ex VAT.

a) Quotations should be obtained from at least three suppliers based on specifications or terms of reference prepared by, or on behalf of, the Trust.

b) Quotations should be submitted by email or via electronic sourcing software, as deemed appropriate by the Procurement Department.

c) All quotations should be treated as confidential and should be retained for inspection.

d) The Chief Executive or his/her nominated officer should evaluate the quotation and select the quote which gives the best value for money. If this is not the lowest quotation (if payment is to be made by the Trust), or not the highest (if payment is to be received by the Trust), then the choice made and the reasons why should be recorded in a permanent record.

7.3.2 Contract and tendering procedures within these SFIs should be applied to quotations as best practice.

7.4 Competitive tendering

7.4.1 Competitive tenders are required where the intended expenditure or income exceeds, or is reasonably expected to exceed £50,001 but not exceed the relevant European Union threshold ex VAT.

7.4.2 The Trust shall ensure that competitive tenders are invited for:

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a) the supply of goods, materials and manufactured articles;

b) the rendering of services including all forms of management consultancy services (other than specialised services sought from or provided by the DH);

c) the design, construction and maintenance of building and engineering works (including construction and maintenance of grounds and gardens); and

d) disposals of Trust property or goods (unless specified in SFI 7.25).

7.4.3 Formal tendering procedures need not be applied where:

a) the estimated expenditure or income does not, or is not reasonably expected to exceed £50,001 excluding VAT.

b) the supply is proposed under special arrangements negotiated by the DH, in which event the said special arrangements must be complied with;

c) the Trust is disposing of Trust assets, as set out in SFI 7.25;

d) the requirement is covered by an existing contract (this includes contracts let by external agencies on behalf of the NHS e.g. NHS Supply Chain); or

e) there is a national or regional sole supplier agreement in place.

7.5 Non–competitive waivers

7.5.1 In exceptional instances where competitive quotations and tenders are not deemed possible, Trust officers should seek the approval of the Trust to waive these requirements.

7.5.2 Quotation and tendering procedures may only be waived in the following circumstances:

(i) very exceptionally, where the Chief Executive decides that formal tendering procedures would not be practicable or the estimated expenditure or income would not warrant formal tendering procedures, and the circumstances are documented and approved using the Trust Tender Waiver form;

(ii) where the timescale genuinely precludes competitive tendering but failure to plan the work properly would not be regarded as a justification for a single tender;

(iii) where specialist expertise is required and is available from only one source;

(iv) when the task is essential to complete the project, and arises as a consequence of a recently completed assignment and engaging different consultants for the new task would be inappropriate;

(v) when there is a clear benefit to be gained from maintaining continuity with an earlier project. However in such cases the benefits of such continuity must outweigh any potential financial advantage to be gained by competitive tendering; or

(vi) where the requirement is an addition to a previously tendered range of goods and clearly supports the Trust policy for standardisation of medical equipment.

7.5.3 The waiving of competitive tendering procedures should not be used to avoid competition or for administrative convenience or to award further work to a consultant originally appointed through a competitive procedure.

7.5.4 Where it is decided that a competitive quotation/ tendering is not applicable and should be waived, the fact of the waiver and the reasons should be documented and recorded in an appropriate Trust record and reported to the Audit Committee at each meeting.

7.6 Authorisation of waivers

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7.6.1 Where competitive tendering or a competitive quotation process is to be waived, the authorisation limits stipulated are as follows.

Amount Authorisation

Less than £5,000 ex VAT No waiver required

£5,001k - £20,000 ex VAT

Associate Director of Finance

£20,001 - £50,000 ex VAT

Director of Finance (or Deputy)

£50,001 - EU Threshold ex VAT Chief Executive (or Deputy)

7.6.2 Expenditure exceeding the relevant European Union threshold may not be waived, unless specified in the European Regulations. The Trust Procurement Department will advise in these circumstances.

7.7 Frameworks and approved supplier lists

7.7.1 The Trust shall use contracts established by the Crown Commercial Service (CCS), NHS Supply Chain (NHSSC), Shared Business Service Collaborative Procurement Service (SBS) or another applicable organisation with appropriate frameworks, for the procurement of goods and services unless the Chief Executive or nominated officers deem it inappropriate.

7.7.2 If the Trust does not use frameworks as mentioned in SFI 7.7.1, and where tenders or quotations are not required because expenditure is below £5,001, the Trust shall procure goods and services in accordance with procurement procedures approved by the Director of Finance.

7.7.3 The Trust shall ensure that the suppliers invited to tender for estates-related contracts (and where appropriate, quote) are among those on approved lists such as North West Consortium, ProCure21+ or those outlined in SFI 7.7.1. Where in the opinion of the Director of Finance it is desirable to seek tenders from firms not on the approved lists, the reason shall be recorded in writing to the Chief Executive.

7.7.4 All firms who have applied for permission to tender must satisfy the Trust as to their technical and financial competence. All suppliers must adhere, where appropriate, to the standard NHS Terms and Conditions.

7.8 Exceptions to using approved contractors

7.8.1 If, in the opinion of the Chief Executive and either the Director of Finance or the Director with lead responsibility for clinical governance, it is impractical to use a potential contractor from the list of approved suppliers (for example where specialist services or skills are required and there are insufficient suitable potential contractors on the list), or where a list for whatever reason has not been prepared, the Chief Executive should ensure that appropriate checks are carried out as to the technical and financial capability of those firms that are invited to tender or quote.

7.8.2 An appropriate record in the contract file should be made of the reasons for inviting a tender or quote other than from an approved list.

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7.9 Contracting/tendering procedure

7.9.1 The Trust has adopted an “e-tendering” system with the aim of issuing and receiving all tenders electronically.

7.9.2 All invitations to tender on a formal competitive basis shall state the date and time as being the latest time for the receipt of tenders, and no tender will be considered for acceptance unless submitted through the e-tender system, as instructed within the tender documentation.

7.9.3 Every tender for goods, materials, services or disposals shall embody such of the NHS Standard Contract Conditions as are applicable.

7.9.4 Every tender for goods and services shall embody the NHS Terms and Conditions and, as appropriate, the contract form required for the specific goods and services.

7.10 Receipt and safe custody of tenders

7.10.1 All tenders must be issued and managed via the Trust’s, or other approved, electronic tendering systems e.g. Crown Commercial Services. No hard copy tenders will be accepted.

7.10.2 Electronic tenders will be held and locked electronically until the allocated time and date for opening.

7.11 Opening tenders

7.11.1 The electronic tendering system is a fully automated, auditable system which seals bids until the response deadline has passed. Therefore the originating Contract Manager will be deemed authorised to access the electronic tenders and release them once the sealed date and time has passed.

7.11.2 A full electronic record of the tenders received will be available in accordance with the agreed parameters of the system.

7.12 Admissibility of tenders

7.12.1 In considering which tender to accept, if any, the designated officer(s) shall have regard to whether value for money will be obtained and whether the number of tenders received provides adequate competition.

7.12.2 Tenders received after the due time and date may be considered only if the tenders received on the due date have not been opened and the designated officer(s) decide that there are exceptional circumstances, e.g. where significant financial, technical or delivery advantages would accrue, being satisfied that there is no reason to doubt the bona fides of the tenders concerned.

7.12.3 The Chief Executive or the Director of Finance shall decide whether such tenders are admissible and whether re-tendering is desirable. Re-tendering may be limited to those tenders reasonably in the field of consideration in the original competition.

7.12.4 Technically late tenders (i.e. those dispatched in good time but delayed through no fault of the tenderer) will be regarded as having arrived in due time.

7.12.5 Incomplete tenders (i.e. those from which information necessary for the adjudication of the tender is missing) and amended tenders (i.e. those amended by the tenderer upon their own initiative either orally or in writing after the due time for receipt) should be dealt with in the same way as late tenders.

7.12.6 Where examination of tenders reveals errors which would affect the tender figure, the tenderer is to be given details of such errors and afforded the opportunity of confirming or withdrawing their offer.

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7.12.7 Necessary discussions with a tenderer regarding the contents of their tender, in order to elucidate before the award of a contract, need not disqualify the tender.

7.12.8 While decisions as to the admissibility of late, incomplete, or amended tenders are under consideration and while re-tenders are being obtained, the tender documents shall remain strictly confidential and kept in safekeeping by an officer designated by the Chief Executive.

7.12.9 Where only one tender/quotation is received, the designated officer(s) shall, as far as practicable, ensure that the price to be paid is fair and reasonable.

7.12.10 A tender other than the most economically advantageous tender shall not be accepted unless for good and sufficient reason and a record of that reason be created and approved by the Chief Executive and held with the appropriate tender documentation.

7.12.11 Where the form of contract includes a fluctuation clause, all applications for price variations must be submitted in writing by the tenderer and shall be approved by either the Chief Executive or the Director of Finance.

7.12.12 All Tenders should be treated as confidential and should be retained for inspection.

7.13 Acceptance of tenders

7.13.1 Any discussions with a tenderer which are deemed necessary to clarify technical aspects of their tender before the award of a contract will not disqualify the tender.

7.13.2 The lowest tender, if payment is to be made by the Trust, or the highest, if payment is to be received by the Trust, shall be accepted unless the Chief Executive determines that there are good and sufficient reasons to the contrary. Such reasons shall be set out in either the contract file, or other appropriate record.

It is accepted that the lowest price does not always represent the best value for money. Other factors affecting the success of a project include:

(i) experience and qualifications of team members;

(ii) understanding of client’s needs;

(iii) feasibility and credibility of proposed approach; and

(iv) ability to complete the project on time.

7.13.3 Where other factors are taken into account in selecting a tenderer, these must be clearly recorded and documented in the contract file, and the reason(s) for not accepting the lowest tender clearly stated.

7.13.4 Post tender negotiations on price shall not be entered into without the specific prior approval of the Director of Finance in writing, and must be in accordance with UK and EU Procurement Regulations. Such approvals shall not be given without prior consultation with the Chairman of the Audit Committee or the Chairman of the Finance & Investment Committee. Such negotiations are to be carried out by a senior manager specifically designated by the Director of Finance, witnessed by a second manager, and approved by the Chief Executive. The range and scope of the negotiations are to be determined by the Director of Finance on each and every occasion.

7.13.5 No tender shall be accepted which will commit expenditure in excess of that which has been allocated by the Trust and which is not in accordance with these Instructions, except with the authorisation of the Chief Executive.

7.13.6 The use of these procedures must demonstrate that the award of the contract was not in excess of the going market rate/price current at the time the contract was awarded, and that best value for money was achieved.

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7.13.7 All tenders should be treated as confidential and should be retained for inspection.

7.14 Contracts – non NHS terms and conditions

7.14.1 All contracts must be aligned with the business case approval process (SFI 23).

7.14.2 Employees of the Trust should under no circumstances sign a contract provided by a supplier.

7.14.3 All contracts must be forwarded to Procurement with an accompanying note explaining what the contract relates to.

7.14.4 The approval route for all contracts is as follows.

a) Terms and conditions are reviewed and agreed by Procurement.

b) If under £20,000, the contract should be signed off by the Deputy Director of Finance or Associate Director of Finance.

c) If over £20,000, the contract should be signed off by the Chief Executive, Deputy Chief Executive or Director of Finance.

7.15 Contracts – NHS terms and conditions

7.15.1 All contracts must be aligned with the business case approval process (SFI 23).

7.15.2 All contracts must be forwarded to Procurement with an accompanying note explaining what the contract relates to.

7.15.3 The approval route for all contracts is as follows.

a) Terms and conditions are reviewed and agreed by Procurement.

b) If under £20,000, the contract should be signed off by the Head of Procurement.

c) If over £20,000, the contract should be signed off by the Deputy Director of Finance or Associate Director of Finance.

7.15.4 In all occurrences, the Trust’s Procurement Team must be engaged in the tender process prior to an official order being raised.

7.16 Tender reports to the Trust Board

7.16.1 Reports to the Trust Board will be made on an exceptional circumstance basis only.

7.17 Fair and adequate competition

7.17.1 The Trust shall ensure that invitations to tender are sent to a sufficient number of firms/individuals to provide fair and adequate competition as appropriate, and, unless not practicable, in no case less than three firms/individuals, having regard to their capacity to supply the goods or materials or to undertake the services or works required.

7.18 Expenditure to be within financial limits

7.18.1 No tender or quotation shall be accepted which will commit expenditure in excess of that which has been allocated by the Trust and which is not in accordance with Standing Financial Instructions except with the authorisation of either the Chief Executive or Director of Finance.

7.19 Reverse e-auctions

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7.19.1 Where appropriate, the Trust will use e-auctions, and partner organisations to conduct e-auctions on its behalf, and will determine throughout the year the most appropriate product areas that will achieve the best value by being managed through an e-auction.

7.19.2 The results of the e-auction will be made available in both hard copy and electronic format for scrutiny and ratification using a similar process to that of electronic tenders, and a record will be kept of the submissions in full.

7.20 Health care services

7.20.1 Where the Trust elects to invite tenders for the supply of health care services, these Standing Financial Instructions shall apply as far as they are applicable to the tendering procedure.

7.21 Items which subsequently breach thresholds after original approval

7.21.1 Items estimated to be below the limits set in these Standing Financial Instructions for which formal tendering procedures are not used, which subsequently prove to have a value above such limits, shall be reported to the Audit Committee on a quarterly basis and be recorded in an appropriate Trust record.

7.22 Authorisation of tenders and competitive quotations

7.22.1 Providing all the conditions and circumstances set out in these Standing Financial Instructions have been fully complied with, formal authorisation and awarding of a contract may be decided in line with financial limits set out in SFI 8.2.

7.22.2 Formal authorisation of tenders must be put in writing. In the case of authorisation by the Trust Board, this shall be recorded in their minutes.

7.23 Private finance for capital procurement

7.23.1 When considering PFI funding the Trust should normally market-test. When the Board proposes, or is required, to use finance provided by the private sector the following should apply:

a) the Chief Executive shall demonstrate that the use of private finance represents value for money and genuinely transfers risk to the private sector;

b) a business case must be referred to the Department of Health, Monitor, or as per current guidelines;

c) the proposal must be specifically agreed by the Board of the Trust; and

d) the selection of a contractor/finance company must be on the basis of competitive tendering or quotations.

7.24 Compliance requirements for all contracts

7.24.1 The Board may only enter into contracts on behalf of the Trust within the statutory powers delegated to it by the Secretary of State and shall comply with:

a) the Trust’s Standing Orders and Standing Financial Instructions;

b) EU Directives and other statutory provisions;

c) any relevant directions including the Capital Investment Manual, Health Building Note 00-08: Estatecode and guidance on the Procurement and Management of Consultants;

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d) such of the NHS Standard Contract Conditions as are applicable; and

e) appropriate NHS guidance regarding the form of contracts with foundation trusts.

7.24.2 Where appropriate, contracts shall be in, or embody, the same terms and conditions of contract as the basis on which tenders or quotations were invited.

7.24.3 In all contracts made by the Trust, the Board shall endeavour to obtain best value for money by use of all available systems in place.

7.24.4 Commercial negotiations and the establishment of a contract management framework may only be undertaken by members of the Procurement Department, unless otherwise authorised by the Chief Executive or Director of Finance.

7.25 Disposals

7.25.1 Competitive Tendering or Quotation procedures shall not apply to the disposal of:

a) any matter in respect of which a fair price can be obtained only by negotiation or sale by auction as determined (or pre-determined in a reserve) by the Chief Executive or his/her nominated officer;

b) obsolete or condemned articles and stores, which may be disposed of in accordance with the procurement policy of the Trust;

c) items arising from works of construction, demolition or site clearance, which should be dealt with in accordance with the relevant contract; and

d) land or buildings subject to compliance with DH guidance.

7.26 In-house services and benchmarking

7.26.1 The Chief Executive shall be responsible for ensuring that best value for money can be demonstrated for all services provided in-house. The Trust may also determine from time to time that in-house services should be market tested by competitive tendering. This will be undertaken adopting a two stage process.

7.26.2 The process for undertaking the Best Value Review is set out below.

(i) Establish a cross-functional project team, to include senior representatives from the department which is the focus of the exercise, Finance, Procurement, staff-side and HR, with project management responsibility residing with the Head of Procurement.

(ii) The project team will be responsible for the scope and specifics of the departmental review. This should include quality targets and innovations, as well as cost analysis. Specific metrics would include the range of services offered, head count, and comparison of KPI data, with the aim of providing the Trust with a holistic view of the value received from the existing in-house service provider. For benchmarking, at least one comparator must be an external provider.

(iii) The project team are responsible for the production of a report in which improvements/opportunities are identified. The department or service in question is then given a period of 3 months to make any necessary improvements to the in-house service provision, to align itself to the ‘best in class’ targets. Where improvements are not achieved, escalation to a full ‘market testing’ exercise is an executive decision.

7.26.3 On the basis of the outcome of the benchmarking exercise, the Trust may determine that in-house services should be market tested by competitive tendering.

7.26.4 In all cases where the Board determines that in-house services should be subject to competitive tendering the following groups shall be set up:

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a) specification group, comprising the Chief Executive or nominated officer(s) and specialist;

b) in-house tender group, comprising a nominee of the Chief Executive and technical support; and

c) evaluation team, comprising normally a specialist officer, a Procurement officer and a representative of the Director of Finance.

7.26.5 All groups should work independently of each other, and individual officers may be a member of more than one group, but no member of the in-house tender group may participate in the evaluation of tenders.

7.26.6 The evaluation team shall make recommendations to the Board.

7.26.7 The Chief Executive shall nominate an officer to oversee and manage the contract on behalf of the Trust.

7.27 Applicability of SFIs on tendering and contracting to funds held in trust

7.27.1 These Instructions shall equally apply to expenditure from charitable funds.

8. NON-PAY EXPENDITURE 8.1 Delegation of authority

8.1.1 The Board will approve the level of non-pay expenditure on an annual basis and the Chief Executive will determine the level of delegation to budget managers.

8.1.2 The Chief Executive will set out:

a) the list of managers who are authorised to place requisitions for the supply of goods and services; and

b) the maximum level of each requisition and the system for authorisation above that level.

8.1.3 The Chief Executive shall set out procedures on the seeking of professional advice regarding the supply of goods and services.

8.2 Authorisation levels for approval of purchase orders

8.2.1 The below table details the internal approval levels and limits applicable for the procurement of goods and services through the Trust’s procurement order processing system (Oracle).

Approval

Level Approval Level - Posts Approval Limit (inc VAT)

1 Chief Executive / Deputy Chief Executive / Director of Finance £1,000,000

2 Executive Director £250,000

3 Associate / Deputy Director £150,000

4 Deputy Director of Performance / Divisional Medical Director £50,000

5 Head of Department or Service £20,000

6 Deputy Head of Department / Head of Service £10,000

7 Senior Department / Service Manager £5,000

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8 Department / Service Manager £2,500

9 Department / Service Approver £1,000

10 Requestor Only N/A

8.2.2 In cases where expenditure is over £1,000,000, the Chief Executive’s limit will be increased to allow electronic authorisation in instances where the business case has been approved by the Board and evidence can be shown of this.

8.2.3 The table below details the internal approval limits applicable within the Procurement Department for the approval of purchase orders once authorisation has been given to expenditure

Position PO Approval Limit

Head of Procurement £25m

Procurement Manager £250k

Contracts Officers (Capital) £100k

eProcurement Manager £100k

eProcurement Officer / Assistant £50k

8.2.4 The Financial Controller will have the authority to override the approval process for invoices in respect of Locum Doctors provided by Brookson. This applies only in instances where due to timing an approval has not been provided by Divisional Managers, but timesheets have been verified.

8.2.5 The procurement process for goods, services or works depends upon whether expenditure is being used from capital or revenue budgets, and refers to expenditure not already covered by existing NHS national or local contracts.

8.2.6 The limits below refer to whole life cost of the contract (i.e. an annual contract value of £70,000 over 3 years requires OJEU tender in respect of revenue) to incur non-pay expenditure (ex VAT).

8.2.7 Revenue

1. Below £5,000 Non-stock requisition

2. £5,001 - £50,000 Official quotations

3. £50,001 – EU threshold for goods/services Official tender exercise

4. Over current EU threshold for goods/services European tender exercise (OJEU)

8.2.8 Capital

5. Below £5,000 Non Stock Requisition

6. £5,001 - £50,000 Official quotations

7. £50,001 – EU threshold for works Official tender exercise

8. Over the current EU threshold for works European tender exercise (OJEU)

8.3 Choice, requisitioning, ordering, receipt and payment for goods and services

8.3.1 Requisitioning

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To ensure best value for money all purchases of goods and services must be made utilising the advice and services of the Trust’s Procurement Department. Where this advice is not acceptable to the requisitioner, the Director of Finance (and/or the Chief Executive) shall be consulted.

All requisitions shall be priced and include the relevant financial code.

8.3.2 System of payment and payment verification

The Director of Finance shall be responsible for the prompt payment of accounts and claims. Payment of contract invoices shall be in accordance with contract terms or otherwise in accordance with national guidance.

8.3.3 The Director of Finance will:

a) advise the Board regarding the setting of thresholds above which quotations (competitive or otherwise) or formal tenders must be obtained. Once approved, the thresholds should be incorporated in these SFIs and regularly reviewed;

b) prepare procedural instructions or guidance within these SFIs on the procurement of goods, works and services incorporating the thresholds;

c) be responsible for the prompt payment of all properly authorised accounts and claims;

d) be responsible for ensuring that payment for goods and services is only made once the goods and services are received, with the only exceptions set out in SFI 8.3.4 below; and

e) be responsible for designing and maintaining a system of verification, recording and payment of all amounts payable. The system shall provide for the following.

(i) A list of Directors/employees (including specimens of their signatures) authorised to certify invoices.

(ii) Certification that:

goods have been duly received, examined and are in accordance with specification and the prices are correct;

work done or services rendered have been satisfactorily carried out in accordance with the order, and, where applicable, the materials used are of the requisite standard and the charges are correct;

in the case of contracts based on the measurement of time, materials or expenses, the time charged is in accordance with the time sheets, the rates of labour are in accordance with the appropriate rates, the materials have been checked as regards quantity, quality, and price and charges for the use of vehicles, plant and machinery have been examined;

where appropriate, the expenditure is in accordance with regulations and all necessary authorisations have been obtained;

the account is arithmetically correct; and

the account is in order for payment.

(iii) A timetable and system for submission to the Director of Finance of accounts for payment; provision shall be made for the early submission of accounts subject to cash discounts or otherwise requiring early payment.

(iv) Instructions to employees regarding the handling and payment of accounts within the Finance Department.

8.3.4 Prepayments

Prepayments are only permitted where exceptional circumstances apply.

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a) Prepayments are only permitted where the financial advantages outweigh the disadvantages.

b) The appropriate authorised staff member must provide, in the form of a written report, a case setting out all relevant circumstances of the purchase. The report must set out the effects on the Trust if the supplier is, at some time during the course of the prepayment agreement, unable to meet their commitments.

c) The Director of Finance will need to be satisfied with the proposed arrangements before contractual arrangements proceed (taking into account the EU public procurement rules where the contract is above a stipulated financial threshold).

d) The budget holder is responsible for ensuring that all items due under a prepayment contract are received and they must immediately inform the appropriate Director or Chief Executive if problems are encountered.

8.3.5 Official orders

Official orders must:

a) be consecutively numbered;

b) be in a form approved by the Director of Finance;

c) state the Trust’s terms and conditions of trade; and

d) only be issued to, and used by, those duly authorised by the Chief Executive.

They may be transmitted by a system of Electronic Data Interchange (EDI) approved by the Director of Finance.

8.3.6 Duties of managers and staff

Managers and officers must ensure that they comply fully with the guidance and limits specified by the Director of Finance and the relevant staff must ensure that:

a) all contracts (except as otherwise provided for in these SFIs), leases, tenancy agreements and other commitments which may result in a liability are notified to the Procurement Department in advance of any commitment being made;

b) contracts above specified thresholds are advertised and awarded in accordance with EU rules on public procurement;

c) where consultancy advice is being obtained, the procurement of such advice must be in accordance with guidance issued by the Department of Health;

d) all intellectual property (IP) benefits, such as copyright, patents, design rights, trademarks and confidentiality are protected and applied in all cases via the Trust’s authorised representatives, (as established in the Trust’s Intellectual Property Policy);

e) discussions with suppliers in respect of commercial terms must not be undertaken other than by members of the Procurement Department;

f) no requisition/order is placed for any item or items for which there is no budget provision unless authorised by the Director of Finance on behalf of the Chief Executive;

g) all goods, services, or works are ordered on an official order except works and services executed in accordance with a contract and purchases from petty cash;

h) verbal orders must only be issued very exceptionally and be accompanied by a purchase order number - by an employee designated by the Chief Executive and only in cases of emergency or urgent necessity. These must be confirmed by an official order and clearly marked "Confirmation Order";

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i) requisitions/orders/petty cash requests are not split or otherwise placed in a manner devised so as to avoid the financial thresholds;

j) goods are not taken on trial or loan in circumstances that could commit the Trust to a future uncompetitive purchase;

k) changes to the list of employees and officers authorised to certify invoices are notified to the Director of Finance;

l) purchases from petty cash are restricted in value and by type of purchase in accordance with instructions issued by the Director of Finance;

m) petty cash records are maintained in a form as determined by the Director of Finance; and

n) no order shall be issued, or Trust business transacted, for any item or items to any firm which has made an offer of gifts, reward or benefit to directors or employees, including:

travel arrangements, accommodation or other forms of hospitality or gifts, excepting isolated gifts of a trivial character or inexpensive seasonal gifts, such as calendars; and

conventional hospitality, such as lunches in the course of working visits.

Any officer receiving such an offer should notify their senior manager as soon as practical; details of hospitality received should be entered into a register monitored by the Chief Executive. Business activities of the Trust at the supplier’s expense must not be undertaken without prior approval of the Chief Executive and also submitted to be included in the Trust’s Gifts and Hospitality Register (see Gifts and Hospitality Policy and Commercial Representatives Policy).

8.3.7 The Director of Finance shall ensure that the arrangements for financial control and financial audit of building and engineering contracts and property transactions comply with current guidance.

8.3.8 In the case of contracts for building or emergency works which require payment made on account during progress of the works, the Director of Finance shall make payment upon receipt of a certificate from the appropriate technical consultant or works officer appointed to a particular building or engineering contract.

9. STORES AND RECEIPT OF GOODS

9.1 General position

9.1.1 Stores, defined in terms of controlled stores and departmental stores (for immediate use) should be:

a) kept to a minimum;

b) subjected to annual stock take; and

c) valued at the lower of cost and net realisable value, or a weighted average in the case of Pharmacy.

9.2 Control of stores, stocktaking, condemnations and disposal

9.2.1 Subject to the responsibility of the Director of Finance for the systems of control, overall responsibility for the control of stores shall be delegated to an employee by the Chief Executive. The day-to-day responsibility may be delegated by him/her to departmental employees and stores managers/keepers, subject to such delegation being entered in a record available to the Director of Finance. The control of any pharmaceutical stocks shall be the responsibility of a designated pharmaceutical officer; the control of any fuel oil and coal shall be the responsibility of a designated estates manager.

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9.2.2 The responsibility for security arrangements and the custody of keys for any stores and locations shall be clearly defined in writing by the designated manager. Wherever practicable, stocks should be marked as Trust property.

9.2.3 The Director of Finance shall set out procedures and systems to regulate the stores including records for receipt of goods, issues, and returns to stores, and losses.

a) All goods received shall be checked as regards quantity and/or weight and inspected as to quality and specification. A delivery note should be obtained from the supplier at the time of delivery/service and signed by the staff member receiving the goods/service.

b) Particulars of all goods/services received shall be registered on the day of receipt, with unsatisfactory goods returned to the supplier within the set timescales.

c) Stock shall only be issued/released upon receipt of an authorised requisition.

9.2.4 All stock records shall be in such form and shall comply with such systems of control as the Director of Finance may require.

9.2.5 Stocktaking arrangements shall be agreed with the Director of Finance and there shall be a physical check covering all items in store at least once a year.

9.2.6 Where a complete system of stores control is not justified, alternative arrangements shall require the approval of the Director of Finance.

9.2.7 The designated manager/pharmaceutical officer shall be responsible for a system approved by the Director of Finance for a review of slow moving and obsolete items and for condemnation, disposal, and replacement of all unserviceable articles. The designated officer shall report to the Director of Finance any evidence of significant overstocking and of any negligence or malpractice (see also overlap with SFI 14 Disposals and condemnations, losses and special payments). Procedures for the disposal of obsolete stock shall follow the procedures set out for disposal of all surplus and obsolete goods.

9.3 Goods supplied by NHS Supply Chain

9.3.1 For goods supplied via the NHS Supply Chain regional stores, the Chief Executive shall identify those authorised to requisition and accept goods from the store. The authorised person shall check receipt against the delivery note (‘priced advice note’) before forwarding this to the Director of Finance who shall satisfy him/herself that the goods have been received before accepting the recharge.

10. CONTRACTING FOR PROVISION OF HEALTHCARE SERVICES Commissioner-related contracts

10.1 The Chief Executive is responsible for negotiating contracts for the provision of services to patients in accordance with the Business Plan, and for establishing the arrangements for providing extra-contractual services. In carrying out these functions, the Chief Executive should take into account the advice of the Director of Finance regarding: a) costing and pricing of services;

b) payment terms and conditions; and

c) amendments to contracts and extra-contractual arrangements.

10.2 Contracts should be so devised as to minimise risk whilst maximising the Trust’s opportunity to generate income. Contract prices should comply with Monitor’s and NHS England’s National Tariff Guidance.

10.3 The Director of Finance shall produce regular reports detailing actual and forecast contract income with a detailed assessment of the impact of the variable elements of income.

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Non commissioner-related contracts

10.4 Where the Trust enters into a relationship with a non-NHS body or another NHS organisation for the supply or receipt of other services, either clinical or non-clinical, or collaborative arrangements and non-financial contracts, the responsible contracting officer should ensure that an appropriate Service Level Agreement (SLA) is in place and has been signed by both parties. SLAs must be signed off by the Trust Executive Director for that service area.

This contract should incorporate:

a) a description of the service and indicative activity levels;

b) the term of the agreement including termination arrangements;

c) the value of the agreement;

d) the operational lead;

e) performance and dispute resolution procedures; and

f) risk management and clinical governance arrangements. Non-commissioner contracts should be reviewed and agreed on an annual basis or as determined by the

term of the agreement so as to ensure value for money and to minimise the potential loss of income.

Copies of signed SLAs should be retained on file by the contracting officer and, where the contract specifies financial information, a copy should be issued to the appropriate Divisional Management Accountant within Finance.

11. TERMS OF SERVICE, ALLOWANCES AND PAYMENT OF MEMBERS OF THE TRUST BOARD AND EXECUTIVE COMMITTEE AND EMPLOYEES

11.1 Remuneration and terms of service 11.1.1 In accordance with Standing Orders the Board shall establish a Remuneration and Terms of

Service Committee (‘Remuneration Committee’), with clearly defined terms of reference, specifying which posts fall within its area of responsibility, its composition, and the arrangements for reporting.

11.1.2 The Committee will undertake the following. a) Advise the Board about appropriate remuneration and terms of service for the Chief

Executive, other officer members employed by the Trust and other senior employees including:

(i) all aspects of salary (including any performance-related elements/bonuses);

(ii) provisions for other benefits, including pensions and cars; and

(iii) arrangements for termination of employment and other contractual terms.

b) Make such recommendations to the Board on the remuneration and terms of service of officer members of the Board (and other senior employees) to ensure that they are fairly rewarded for their individual contribution to the Trust - having proper regard to the Trust’s circumstances and performance and to the provisions of any national arrangements for such members and staff where appropriate.

c) Monitor and evaluate the performance of individual Executive Directors (and other senior employees).

d) Advise on and oversee appropriate contractual arrangements for such staff including the proper calculation and scrutiny of termination payments taking account of such national guidance as is appropriate.

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11.1.3 The Committee shall report in writing to the Board the basis for its recommendations. The Board shall use the report as the basis for their decisions, but remain accountable for taking decisions on the remuneration and terms of service of officer members. Minutes of the Board's meetings should record such decisions.

11.1.4 The Board will consider and need to approve proposals presented by the Chief Executive for the setting of remuneration and conditions of service for those employees and officers not covered by the Committee.

11.1.5 The Trust will pay allowances to the Chairman and Non-Executive Directors of the Board in accordance with instructions issued by Monitor.

11.2 Funded establishment 11.2.1 The manpower plans incorporated within the annual budget will form the funded establishment. 11.2.2 The funded establishment of any department may not be varied without the approval of the Chief

Executive unless in accordance with an establishment control procedure approved by the Board. 11.2.3 All budget holders must remain within their funded establishment unless prior consent has been

granted by the Board.

11.3 Staff appointments 11.3.1 No Director or employee may engage, re-engage, or re-grade employees, either on a permanent

or temporary nature, or hire agency staff, or agree to changes in any aspect of remuneration: a) unless authorised to do so by the Chief Executive; or

b) unless the changes are within the limit of their approved budget and funded establishment.

11.3.2 The Board will approve procedures presented by the Chief Executive for the determination of commencing pay rates, condition of service, etc., for employees.

11.4 Processing payroll 11.4.1 The Director of Finance is responsible for:

a) specifying timetables for submission of properly authorised time records and other notifications;

b) the final determination of pay and allowances;

c) making payment on agreed dates; and

d) agreeing method of payment.

11.4.2 The Director of Finance will issue instructions regarding: a) verification and documentation of data;

b) the timetable for receipt and preparation of payroll data and the payment of employees and allowances;

c) maintenance of subsidiary records for superannuation, income tax, social security and other authorised deductions from pay;

d) security and confidentiality of payroll information;

e) checks to be applied to completed payroll before and after payment;

f) authority to release payroll data under the provisions of the Data Protection Act;

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g) methods of payment available to various categories of employee and officers;

h) procedures for payment by cheque or bank credit to employees and officers;

i) procedures for the recall of cheques and bank credits;

j) pay advances and their recovery;

k) maintenance of regular and independent reconciliation of pay control accounts;

l) segregation of duties in preparing records and handling cash; and

m) a system to ensure the recovery of sums of money and property, from those leaving the employment of the Trust, due by them to the Trust.

11.4.3 Appropriately nominated managers have delegated responsibility for: a) submitting time records and other notifications in accordance with agreed timetables;

b) completing time records and other notifications in accordance with the Director of Finance's instructions and in the form prescribed by the Director of Finance; and

c) submitting termination forms in the prescribed form immediately upon knowing the effective date of an employees or officer’s resignation, termination or retirement. Where an employee fails to report for duty or to fulfil obligations in circumstances that suggest they have left without notice, the Director of Finance must be informed immediately.

11.4.4 Regardless of the arrangements for providing the payroll service, the Director of Finance shall ensure that the chosen method is supported by appropriate (contracted) terms and conditions, adequate internal controls and audit review procedures, and that suitable arrangements are made for the collection of payroll deductions and payment of these to appropriate bodies.

11.4.5 Advances of pay may only be given to staff to ensure timely remuneration of pay earned or reimbursement of legitimate expenses incurred in advance of normal pay processing. Loans may not be made to staff even if against potential future earnings.

11.4.6 Expenses should only be reimbursed via payroll. There should be no reimbursement for Trust purchases via payroll.

11.5 Contracts of employment 11.5.1 The Board shall delegate responsibility to the Director of Workforce for:

a) ensuring that all employees are issued with a contract of employment in a form approved by the Board and which complies with employment legislation; and

b) dealing with variations to, or termination of, contracts of employment.

Local pay variations require the written approval of the Director of Workforce.

11.5.2 The Director of Finance will be responsible for maintaining up-to-date procedures, to ensure that assurance can be obtained from off-payroll workers to determine that the correct tax and NI contributions are being paid to HMRC.

12. EXTERNAL BORROWING AND INVESTMENTS

12.1 Public Dividend Capital

12.1.1 On authorisation as a foundation trust, the public dividend capital (PDC) held immediately prior to authorisation continues to be held on the same conditions.

12.1.2 Additional public dividend capital may be made available on such terms the Secretary of State for Health (with the consent of HM Treasury) decides.

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12.1.3 Draw down of additional public dividend capital should be authorised in accordance with the mandate held by the Department of Health Cash Funding Team, and is subject to approval by the Secretary of State.

12.1.4 The Trust shall be required to pay annually to the Department of Health a dividend on its public dividend capital at a rate to be determined from time to time, by the Secretary of State.

12.2 Commercial borrowing and investment

12.2.1 The Director of Finance will advise the Board concerning the Trust’s ability to pay interest on, or repay principal on, borrowings held, and will advise the Board on any proposed new borrowing. The Director of Finance is responsible for reporting periodically to the Board concerning all loans and overdrafts.

12.2.2 The Board will agree the list of employees (including specimens of their signatures) who are authorised to make short term borrowings on behalf of the Trust. This must contain the Chief Executive and the Director of Finance.

12.2.3 The Director of Finance must prepare detailed procedural instructions concerning applications for loans and overdrafts.

12.2.4 All short-term borrowings should be kept to the minimum period of time possible, consistent with the overall cash flow position. Any short-term borrowing requirement in excess of one month must be authorised by the Director of Finance.

12.2.5 Any short-term borrowing must be with the authority of two members of an authorised panel, one of which must be the Director of Finance.

12.2.6 All long-term borrowing must be consistent with the plans outlined in the current Business Plan and be approved by the Trust Board.

12.3 Investments

12.3.1 Temporary cash surpluses must be held only in such public or private sector investments as approved and authorised by the Board in line with the Trust’s Treasury Management Policy.

12.3.2 The Director of Finance is responsible for advising the Board on investments and shall report periodically to the Board concerning the performance of investments held.

12.3.3 The Director of Finance will prepare detailed procedural instructions on the operation of investment accounts and on the records to be maintained.

13. CAPITAL INVESTMENT, PRIVATE FINANCING, FIXED ASSET REGISTERS AND SECURITY OF ASSETS

13.1 Capital investment 13.1.1 The Chief Executive:

a) shall ensure that there is an adequate appraisal and approval process in place for determining capital expenditure priorities and the effect of each proposal upon Business Plans;

b) is responsible for the management of all stages of capital schemes and for ensuring that schemes are delivered on time and to cost; and

c) shall ensure that capital investment is not undertaken without the availability of resources to finance all revenue consequences, including capital charges.

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13.1.2 For every capital expenditure proposal the Chief Executive shall ensure:

a) that a business case is produced setting out:

(i) an option appraisal of potential benefits compared with known costs to determine the option with the highest ratio of benefits to costs;

(ii) the involvement of appropriate Trust personnel and external agencies;

(iii) appropriate project management and control arrangements; and

b) that the Director of Finance has certified professionally the costs and revenue consequences detailed in the business case.

13.1.3 For capital schemes where the contracts stipulate stage payments, the Chief Executive will issue procedures for their management, incorporating the recommendations of Health Building Note 00-08: Estatecode.

13.1.4 The Director of Finance shall assess on an annual basis the requirement for the operation of the construction industry tax deduction scheme in accordance with HMRC guidance.

13.1.5 The approval of a capital programme shall not constitute approval for expenditure on any scheme. The Chief Executive shall delegate to the manager responsible for any scheme:

a) specific authority to commit expenditure;

b) authority to proceed to tender; and

c) approval to accept a successful tender.

13.1.6 The Director of Finance shall issue procedures for the regular reporting of capital expenditure and commitment against authorised capital expenditure.

13.2 Asset registers 13.2.1 The Chief Executive is responsible for the maintenance of registers of assets, taking account of

the advice of the Director of Finance concerning the form of any register and the method of updating, and arranging for a rolling programme of physical checks of assets against the asset register.

13.2.2 The Trust shall maintain an asset register recording fixed assets. The minimum data set to be held within these registers shall be as specified in the NHS Foundation Trust Annual Reporting Manual and IFRS accounting standards.

13.2.3 Additions to the fixed asset register must be clearly identified to an appropriate budget holder and be validated by reference to: a) properly authorised and approved agreements, architects’ certificates, suppliers’ invoices

and other documentary evidence in respect of purchases from third parties;

b) stores, requisitions and wages records for own materials and labour including appropriate overheads; and

c) lease agreements in respect of assets held under a finance lease and capitalised.

13.2.4 Where capital assets are sold, scrapped, lost or otherwise disposed of, their value must be removed from the accounting records and each disposal must be validated by reference to authorisation documents and invoices (where appropriate).

13.2.5 The Director of Finance shall approve procedures for reconciling balances on fixed assets accounts in ledgers against balances on fixed asset registers.

13.2.6 The value of each asset shall be depreciated using methods and rates as specified in the NHS Foundation Trust Annual Reporting Manual.

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13.2.7 The Director of Finance shall calculate and pay public dividend capital charges as specified in the NHS Foundation Trust Annual Reporting Manual.

13.3 Security of assets 13.3.1 The overall control of fixed assets is the responsibility of the Chief Executive.

13.3.2 Asset control procedures (including fixed assets, cash, cheques and negotiable instruments, and also including donated assets) must be approved by the Director of Finance. This procedure shall make provision for:

a) recording managerial responsibility for each asset;

b) identification of additions and disposals;

c) identification of all repairs and maintenance expenses;

d) physical security of assets;

e) periodic verification of the existence of, condition of, and title to, assets recorded;

f) identification and reporting of all costs associated with the retention of an asset; and

g) reporting, recording and safekeeping of cash, cheques, and negotiable instruments.

13.3.3 The up-to-date maintenance and checking of asset records shall be the responsibility of designated budget holders for all items for which the initial purchase or replacement is within their service area. All discrepancies revealed by the verification of physical assets to the fixed asset register shall be notified to the Director of Finance.

13.3.4 Whilst each employee has a responsibility for the security of Trust property, it is the responsibility of directors and senior employees in all disciplines to apply such appropriate routine security practices in relation to NHS property as may be determined by the Board. Any breach of agreed security practices must be reported in accordance with agreed procedures.

13.3.5 Any damage to the Trust’s premises, vehicles and equipment, or any loss of equipment, stores or supplies must be reported by Board members and employees in accordance with the procedure for reporting losses.

13.3.6 The Director of Finance shall be the authorised officer to be responsible for the disposal of assets surplus to requirements.

13.3.7 Where practical, assets should be marked as Trust property and have a bar coded tag correlating to the record held on the asset register.

14. DISPOSALS AND CONDEMNATIONS, LOSSES AND SPECIAL PAYMENTS 14.1 Disposals and condemnations

14.1.1 The Director of Finance must prepare detailed procedures for the disposal of assets including condemnations, and ensure that these are notified to managers.

14.1.2 When it is decided to dispose of a Trust asset, the head of department or authorised deputy will notify the Director of Finance to determine the asset’s current valuation and the impact the disposal may have on the Trust’s finances. Advice will be given as to the disposal procedure and obtaining the estimated market value of the item, taking account of professional advice where appropriate.

14.1.3 All unserviceable articles shall be: a) condemned or otherwise disposed of by an employee authorised for that purpose by the

Director of Finance; and

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b) recorded by the condemning officer in a form approved by the Director of Finance which will indicate whether the articles are to be converted, destroyed or otherwise disposed of. All entries shall be confirmed by the countersignature of a second employee authorised for the purpose by the Director of Finance.

14.1.4 The condemning officer shall satisfy him/herself as to whether or not there is evidence of negligence in use, and shall report any such evidence to the Director of Finance who will take the appropriate action.

14.2 Losses and special payments 14.2.1 The Director of Finance must prepare procedural instructions on the recording of, and accounting

for, condemnations, losses, and special payments, with regard to HM Treasury’s Managing Public Money, and NHS-specific guidance and directions.

14.2.2 Any employee discovering or suspecting a loss of any kind, other than fraud, corruption or bribery, must either immediately inform their head of department, who must immediately inform the Chief Executive and the Director of Finance, or inform an officer charged with responsibility for responding to concerns involving loss. This officer will then inform the Director of Finance and/or Chief Executive.

14.2.3 Where a criminal offence is suspected, the Director of Finance must immediately inform the police if theft or arson is involved.

14.2.4 Where property loss/damage is suspected, including theft of or criminal damage (including burglary, arson, and vandalism) to staff, patient or NHS property or equipment, the Director of Finance must immediately inform NHS Protect.

14.2.5 For losses apparently caused by theft, arson, neglect of duty or gross carelessness, except if trivial, the Director of Finance must immediately notify the Board.

14.2.6 Any employee discovering or suspecting fraud, corruption or bribery, or anomalies which may indicate fraud or corruption, must inform the Trust’s Local Anti-Fraud Specialist (LAFS).

14.2.7 The LAFS and/or Director of Finance must report all frauds in accordance with the provisions of the Trust’s Local Protocol on the Conduct of Investigations and Application of Sanctions and Redress in Respect of Fraud and Corruption.

14.2.8 The Director of Finance will

a) refer any novel, contentious or repercussive cases to the Department of Health for approval, including extra-statutory and extra-regulatory payments, in accordance with HM Treasury direction; and

b) refer severance payments on termination of employment (not including Treasury-approved MAS scheme payments) to Monitor, who will deal directly with HM Treasury to get the necessary approval.

Monitor and the general public are informed of specific individual losses and special payments which exceed £250,000 via the Annual Reports and Accounts process.

14.2.9 The Board’s delegated limits for the approval of losses are set out below.

Categories of losses and special payments

Approval delegated to Delegated checklist* signatories – for all individual losses over £1,000

LOSSES

1. Losses of cash

Director of Finance up to

Director of Finance or

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(a) Theft, fraud, arson etc. (b) Overpayments of salaries, wages, fees and allowances (c) Other causes, including unvouched or incompletely vouched payments overpayments other than those included under 1b loss of cash by fire (other than arson) physical losses of cash, cash equivalents and stamps other than those covered by 1a 2. Fruitless payments and constructive losses (including abandoned capital schemes, except where work is purely exploratory) 3. Bad debts and claims abandoned (a) Private patients (b) Overseas visitors (c) Cases other than 3a & 3b 4. Damage to buildings, their fittings, furniture and loss of equipment and property in stores and in use (a) Culpable causes e.g. theft, fraud, arson or sabotage, whether proved or suspected, neglect of duty or gross carelessness (b) Stores losses (c) Other causes e.g. weather damage or accidental fire

£25,000 Chief Executive up to £50,000 Audit Committee and Trust Board over £50,000

nominated deputy and Executive Director or nominated deputy in the relevant directorate

*Checklists are available from Finance

14.2.10 The Director of Finance shall be authorised to take any necessary steps to safeguard the Trust’s interests in respect of bankruptcies and company liquidations. This shall include the requirement for parent company guarantees or banker’s bonds in circumstances where a review of company financial credit ratings requires further guarantees to be made prior to awarding contracts.

14.2.11 For any loss, the Director of Finance should consider whether any insurance claim can be made. 14.2.12 The Board’s delegated limits for the approval of special payments are set out below.

Categories of losses and special payments

Approval delegated to Delegated checklist* signatories – for all individual losses over £1,000

SPECIAL PAYMENTS

5. Compensation payments made under legal obligation (such as court order or arbitration award for personal injury, property damage or unfair dismissal)

Director of Finance / Chief Executive up to £50,000 Audit Committee and Trust Board over £50,000

Not applicable

6. Extra-contractual payments to contractors (such as payments for non-contractual obligations which might arguably have been upheld in court)

Chief Executive up to £50,000 Audit Committee and Trust Board over £50,000

Director of Finance or nominated deputy and Executive Director or nominated deputy in the relevant directorate

7. Ex-gratia payments

Trust Legal Department

Executive Director or

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14.2.13 The Director of Finance shall maintain a Losses and Special Payments Register, which is

completed on an accruals basis. 14.2.14 All losses and special payments must be reported to the Audit Committee each quarter, as a

minimum.

15. INFORMATION TECHNOLOGY AND GOVERNANCE 15.1 Responsibilities and duties of the Director of Finance

15.1.1 The Director of Finance, who is responsible for the accuracy and security of the computerised financial data of the Trust, shall: a) devise and implement any necessary procedures to ensure adequate (reasonable)

protection of the Trust’s data, programs and computer hardware, for which the Director of Finance is responsible, from accidental or intentional disclosure to unauthorised persons, deletion or modification, theft or damage, having due regard for the Data Protection Act 1998;

b) ensure that adequate (reasonable) controls exist over data entry, processing, storage, transmission and output to ensure security, privacy, accuracy, completeness, and timeliness of the data, as well as the efficient and effective operation of the system;

c) ensure that adequate controls exist such that the computer operation is separated from development, maintenance and amendment; and

d) ensure that an adequate management (audit) trail exists through the computerised system and that such computer audit reviews as the Director of Finance may consider necessary are being carried out.

15.1.2 The Director of Finance shall need to ensure that new financial systems and amendments to current financial systems are developed in a controlled manner and thoroughly tested prior to implementation. Where this is undertaken by another organisation, assurances of adequacy must be obtained from them prior to implementation.

15.2 Responsibilities and duties of other directors and officers 15.2.1 In the case of computer systems which are proposed General Applications (i.e. normally those

applications which the majority of trusts in the region wish to sponsor jointly) all responsible directors and employees will send to the Director of Finance:

(a) Loss of personal effects (b) Clinical negligence (negotiated settlements following legal advice) where the guidance relating to such payments has been applied (c) Personal injury claims involving negligence where legal advice is obtained and relevant guidance has been applied (d) Other clinical negligence cases and personal injury claims (e) Other employment payments (f) Patient referrals outside the UK and EEA guidelines (g) Other (h) Maladministration, such as bias, neglect, or delay

up to £10,000 Director of Nursing from £10,000 to £50,000 Audit Committee and Trust Board over £50,000

nominated deputy in the relevant directorate and One other Executive Director or nominated deputy

8. Severance payments on termination of employment (beyond contractual obligations and not including Treasury-approved MAS) 9. Extra statutory and extra regulatory payments

See 16.28 above.

*Checklists are available from Finance

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a) details of the outline design of the system;

b) in the case of packages acquired either from a commercial organisation, from the NHS, or from another public sector organisation, the operational requirements; and

c) support arrangements for the system including business continuity and disaster recovery plans.

15.3 Contracts for computer services with other health bodies or outside agencies 15.3.1 The Director of Finance shall ensure that contracts for computer services for financial

applications with another health organisation or any other agency shall clearly define the responsibility of all parties for the security, privacy, accuracy, completeness, and timeliness of data during processing, transmission and storage. The contract should also ensure rights of access for audit purposes.

15.3.2 Where another health organisation or any other agency provides a computer service for financial applications, the Director of Finance shall periodically seek assurances that adequate controls are in operation.

15.4 Risk assessment 15.4.1 The Director of Finance shall ensure that risks to the Trust arising from the use of IT are

effectively identified and considered and appropriate action is taken to mitigate or control risk.

15.5 Requirements for computer systems, which have an impact on corporate financial systems 15.5.1 Where computer systems have an impact on corporate financial systems the Director of Finance

shall need to be satisfied that: a) systems acquisition, development and maintenance are in line with corporate policies;

b) data produced for use with financial systems is adequate, accurate, complete and timely, and that a management (audit) trail exists;

c) only appropriate staff have access to such data; and

d) computer audit reviews are carried out, as considered necessary.

15.6 Freedom of information 15.6.1 The Trust shall publish and maintain a Freedom of Information (FOI) Publication Scheme, or

adopt a model Publication Scheme approved by the Information Commissioner. A Publication Scheme is a complete guide to the information routinely published by a public authority. It describes the classes or types of information about our Trust that we make publicly available.

15.7 Information governance – “principle 7 compliance statement” The NHS holds the most sensitive and confidential information about individuals and is bound by the

Data Protection Act 1998 (DPA). When sharing data with external parties or data are processed by a third party, we must adhere to DPA Principle 7 which states that:

“Appropriate technical and organisational measures shall be taken against unauthorised and/or unlawful processing of personal data, and against accidental loss or destruction of, or damage to, personal data.”

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Therefore all data processors acting on behalf of the Trust or under instruction from the Trust must adhere to the Data Protection Act 1998 and afford the appropriate security to the information they may hold/process where the Trust is the Data Controller. Measures include: statements regarding information security; implementation of physical security and access controls, and business continuity measures; information governance training for staff; and incident reporting procedures. Failures may lead to the Trust seeking damages if a breach/data loss occurs.

16. PATIENTS' PROPERTY 16.1 The Trust has a responsibility to provide safe custody for money and other personal property (hereafter

referred to as "property") handed in by patients, in the possession of unconscious or confused patients, or found in the possession of patients dying in hospital or dead on arrival.

16.2 The Chief Executive is responsible for ensuring that patients or their guardians, as appropriate, are notified before or at admission that the Trust will not accept responsibility or liability for patients' property brought into Trust premises, unless it is handed in for safe custody and a copy of an official patients' property record is obtained as a receipt.

This notification is through: notices and information booklets;

hospital admission documentation and property records; and

the oral advice of administrative and nursing staff responsible for admissions.

16.3 The Director of Finance must provide detailed written instructions on the collection, custody, investment, recording, safekeeping, and disposal of patients' property (including instructions on the disposal of the property of deceased patients and of patients transferred to other premises) for all staff whose duty is to administer, in any way, the property of patients. Due care should be exercised in the management of patient's money.

16.4 Staff should be informed, on appointment, by the appropriate departmental or senior manager of their responsibilities and duties for the administration of the property of patients.

16.5 Patient lockers are available for use by patients, and those wishing to use these facilities may do so following an assessment of competence and capability. For patients who have property that needs to be handed in for safekeeping, and who are unable to use the lockers provided, a Patient Property Record, in a form determined by the Director of Finance, shall be completed in respect of the following: a) property handed in for safekeeping by any patient (or guardian as appropriate); and

b) property taken into safe custody having been found in the possession of:

mentally ill patients;

confused and/or disoriented patients;

unconscious patients;

patients dying in hospital;

patients found dead on arrival at hospital; or

patients severely incapacitated for any reason.

A record shall be completed in respect of all persons in category (b) including a nil return if no property is taken into safe custody.

16.6 The Patient Property Record shall be completed by a member of the hospital staff in the presence of a second member of staff and the patient or their personal representative, where practicable. The record shall then be signed by both members of staff and the patient, except where the latter is restricted by mental or physical incapacity.

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16.7 Property and money handed over for safe keeping shall be placed immediately into the care of the cashier or designated member of the General Office staff except where there are no administrative staff available, in which case the property shall be placed in the care of the most senior member of nursing staff on duty.

16.8 Except as provided in SFI 16.10 and 16.11 below, refunds of cash handed in for safe custody will be dealt with in accordance with written instructions from the Director of Finance. Property other than cash that has been handed in for safe custody shall be returned to the patient as required. The return shall be receipted by the patient (or guardian as appropriate) and witnessed. The receipts are then retained by the hospital cashier for audit inspection.

16.9 The disposal of the property of deceased patients shall be effected by the hospital cashier, or the staff member who has had responsibility for its security. Particularly where cash and valuables have been deposited, they shall only be released after written authority given by the Director of Finance. Such authority shall include details of the lawful kin or other persons entitled the deceased’s property.

16.10 In all cases where property of a deceased patient is of a total value in excess of £5,000 (or such other amount as may be prescribed by any amendment to the Administration of Estates, Small Payments, Act 1965), the production of Probate or Letters of Administration shall be required before any of the property is released. Where the total value of property is £5,000 or less, forms of indemnity shall be obtained.

16.11 In respect of a deceased person’s property, if there is no will and no lawful kin, the property vests in the Crown and the Director of Finance shall notify the Duchy of Lancaster.

16.12 Any funeral expenses necessarily borne by the Trust are a first charge on a deceased person’s estate. No other expenses or debts shall be discharged out of the estate of a deceased patient.

16.13 Where patients' property or income is received for specific purposes and held for safekeeping, the property or income shall be used only for that purpose, unless any variation is approved by the donor or patient in writing.

17. CHARITABLE FUNDS 17.1 The charity framework and the applicability of standing financial instructions to the Charity

17.1.1 The Trust’s SFIs are equally applicable to the Trust’s charitable funds with regards to procurement and transactions.

17.1.2 The Standing Financial Instructions state the Trust Board’s responsibilities as a Corporate Trustee for the management of charitable funds and define how those responsibilities are to be discharged. They explain that although the management processes may overlap with those of the organisation of the Trust, Corporate Trustee responsibilities must be discharged separately and full recognition given to its accountabilities to the Charity Commission. The Trustee must ensure compliance with the Charity Commission’s latest guidance and best practice, and charity law, including the Charities Act 2011.

17.1.3 The discharge of the Trust Board’s Corporate Trustee responsibilities are distinct from its responsibilities for exchequer funds and may not necessarily be discharged in the same manner, but there must still be adherence to the overriding general principles of financial regularity, prudence and propriety. The Charitable Trust Board is a Committee of the Trust Board with delegated powers to administer charitable matters and authorise expenditure.

17.1.4 Within these Standing Financial Instructions, ‘charitable funds’ are defined as the total net assets of Wrightington, Wigan and Leigh Health Services Charity (also known as ‘Three Wishes’), which is a registered charity in support of purposes relating to the National Health Service. These chiefly represent the cumulative cash donated and bequeathed to the Charity, net of charitable expenditure to date. Management of the funds is governed by charity legislation.

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17.2 Approvals 17.2.1 The Director of Finance must prepare procedural guidance for raising, handling, and accounting

for charitable income, and for the proper expenditure of charitable funds, and shall ensure that each charitable fund is managed appropriately with regard to its purpose, the Charity Commission’s latest guidance and best practice, and charity law.

17.2.2 No new fund or fundraising activity (except those ‘for the general purposes of the Charity’, and not undertaken during work-time) shall be established without first obtaining the written approval of the Charitable Trust Board.

17.2.3 As Corporate Trustee, the Board has delegated limits for the approval of expenditure as follows.

17.3 Fund management and expenditure 17.3.1 All Divisional Fund Committees shall be responsible for preparing a Business Plan, to be approved

annually by the Charitable Trust Board. 17.3.2 It is expected that these plans, and performance against these plans, is such that expenditure is

timely, without the unnecessary accumulation of funds. 17.3.3 All expenditure must be for ‘appropriate charitable purposes’, in accordance with the Charity’s

Expenditure Guidance policy document. Exceptionally, strategic and governance expenditure is approved by the Charitable Trust Board.

17.3.4 In the first instance, it is the responsibility of a Divisional Fund Committee or equivalent to ensure that all commitments against a charitable fund represent the best available value for money in terms of direct patient benefit, and are consistent with ‘appropriate charitable purposes’ as defined by

a) the fund’s objectives; b) Charity policies; and c) patient benefit criteria set out in charity law.

17.3.5 Under no circumstances shall a fund be allowed to go into deficit. It is a responsibility of the Divisional Fund Committee to ensure this does not occur.

17.3.6 Where possible, the use of exchequer funds to discharge charitable fund liabilities should be avoided, and any indebtedness to exchequer should be discharged by the charitable fund at the earliest possible time.

Type of charitable fund Approval delegated to

DIVISIONAL FUNDS AND RESTRICTED FUNDS (SUCH AS APPEALS FUNDS)

Divisional Director of Performance* of the relevant division, or Director of Nursing.

FUNDS EARMARKED TO CHARITABLE TRUST BOARD

Deputy Financial Controller (or higher approval level, as required by Trust’s approval limits (SFI 8.2)), under the direction of the Charitable Trust Board.

* ‘Financial limits’ approval occurs at Divisional Director of Performance level (or higher approval level, if required by Trust’s financial limits (SFI 8.2)). Business cases or bids/expenditure requests are approved in the first instance by

Divisional Fund Committee (divisional funds, up to and including £20,000, including VAT and carriage);

nominated fund-holders (appeals funds, up to and including £20,000, including VAT and carriage); or

Charitable Trust Board (over £20,000).

The Charitable Trust Board reserves the privilege to veto expenditure approved by Divisional Fund Committees and/or fund-holders and to recharge Divisional Funds for administrative / governance or other costs.

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17.4 Income 17.4.1 All charitable gifts, donations and fundraising activities are governed by the Charity’s Fundraising

and Income Guidance policy document. All charitable proceeds must be handed immediately to the Director of Finance via an authorised Cash/General Office, to be banked directly to the Charity’s charitable fund bank account. All gifts received shall be confirmed to the donor in the Trust’s authorised form of receipt that will ensure the donor’s wishes are observed without unnecessarily creating new trusts.

17.4.2 Gifts which are intended to personally and directly benefit staff, such as ‘thank-you’ presents, flowers or contributions to staff recreation are not charitable donations, as they have no link to public or patient benefit, but are, rather, gifts to individuals. As such, they are expected to be modest, and are covered by the Trust’s Gifts and Hospitality Policy.

17.4.3 Under no circumstances shall any income (cash, cheques, or other forms of payment) be retained on any Ward or Department, excepting when a Cash/General Office is closed. Where a donation occurs at night or at weekends, the income shall be retained in a secure environment, with an internal receipt given to the donor at the time the donation is made. In the event of this occurring, the income shall be deposited with a Cashier at the next earliest opportunity.

17.4.4 All gifts and income accepted shall be administered in accordance with the relevant fund’s charitable objectives, subject to the terms of specific trusts. As the Charity can only accept cash or non-cash donations for all or any purpose related to the Health Service, officers shall, in cases of doubt, consult the Director of Finance before accepting gifts of any kind.

17.4.5 In respect of legacies and bequests, the Director of Finance shall be kept informed of all enquiries regarding legacies and bequests, which should be filed on a case-by-case basis. Where required, the Director of Finance shall: a) provide assistance covering any approach regarding the wording of wills and the receipt of

funds/other assets from executors; and

b) where necessary, obtain grant of probate, or make application for grant of letters of administration.

17.5 Banking

17.5.1 The Director of Finance shall be responsible for ensuring that appropriate banking services are available in respect of administering the charitable funds.

17.6 Investment management

17.6.1 The Director of Finance shall be responsible for all aspects of the management of the investment of charitable funds as delegated under the terms of the Charity’s approved Treasury Management Policy. The issues on which the Director of Finance shall be required to provide advice to the Charitable Trust Board include:

a) the formulation of a Treasury Management Policy, which meets statutory requirements and Charity Commission guidance with regard to income generation and the enhancement of capital value;

b) the appointment of advisers, brokers and, where appropriate, investment fund managers;

c) pooling of investment resources in line with Charity Commission legislation;

d) the participation by the Trust in common investment funds and the agreement of terms of entry and withdrawal from such funds; and

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e) the review of investment performance and of brokers and fund managers.

17.7 Asset management

17.7.1 Donated assets in the ownership of, or used by, the Trust as Corporate Trustee, shall be maintained along with the general estate and inventory of assets of the Trust. The Director of Finance shall ensure that:

a) appropriate records of all donated assets owned by the Trust are maintained, and that all assets, at agreed valuations are brought to account; and

b) appropriate measures are taken to protect and/or to replace assets. These are to include decisions regarding insurance, inventory control, and the reporting of losses.

17.8 Reporting

17.8.1 The Director of Finance shall:

a) ensure that regular reports are made to the Charitable Trust Board with regard to, inter alia, fund balances, investments, expenditure, expenditure approvals, and any policies in line with Department of Health and Charity Commission guidance;

b) prepare annual accounts in the required manner, which shall be submitted to the Charitable Trust Board within agreed timescales;

c) prepare an annual Trustee’s report and required returns for the Charity Commission for adoption by the Board;

d) prepare detailed procedural instructions concerning the receiving, recording, investment and accounting for charitable funds; and

e) maintain such accounts and records as may be necessary to record and protect all transactions and funds of the charitable funds.

18. ACCEPTANCE OF GIFTS BY STAFF 18.1 The Director of Finance shall ensure that all staff are made aware of the Trust policy on acceptance of

gifts and other benefits in kind by staff. This policy should follow the guidance contained in the Department of Health guidance document - Standards of Business Conduct for NHS Staff. To support this guidance the Trust has in place a Gifts and Hospitality Policy that guides officers and should be adhered to in all business dealings with organisations and people outside of the Trust.

18.2 Gifts to staff, including cash, intended to benefit individual staff members or teams, are not charitable donations to the Trust’s charity.

19. RETENTION OF RECORDS 19.1 The Chief Executive shall be responsible for maintaining archives for all records required to be retained

in accordance with Department of Health guidelines NHS Records Management Part 1 and Part 2. 19.2 The records held in archives shall be capable of retrieval by authorised persons. 19.3 Records shall only be destroyed in accordance with latest Department of Health guidance and a record

shall be maintained of those records so destroyed, together with the date of their destruction.

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20. RISK MANAGEMENT AND INSURANCE 20.1 Programme of risk management

20.1.1 The Chief Executive shall ensure that the Trust has a programme of risk management, in accordance with Monitor’s Risk Assurance Framework, which must be approved and monitored by the Board.

20.1.2 The programme of risk management shall include: a) a process for identifying and quantifying risks and potential liabilities;

b) promotion among all levels of staff a positive attitude towards the control of risk;

c) management processes to ensure all significant risks and potential liabilities are addressed including effective systems of internal control, cost effective insurance cover, and decisions on the acceptable level of retained risk;

d) contingency plans to offset the impact of adverse events;

e) audit arrangements including internal audit, clinical audit, and health and safety review;

f) a clear indication of which risks shall be insured; and

g) arrangements to review the risk management programme.

20.1.3 The existence, integration and evaluation of the above elements will assist in providing a basis to make an Annual Governance Statement within the Annual Report and Accounts as required by Monitor’s Annual Reporting Manual.

20.1.4 The Director of Finance shall ensure that appropriate insurance arrangements exist in accordance with Department of Health guidance. This will be a mixture of NHS Litigation Authority and in some instances commercial insurance.

20.1.5 The Board shall decide if the Trust will insure through the risk pooling schemes administered by the NHS Litigation Authority or self-insure for some or all of the risks covered by the risk pooling schemes. If the Board decides not to use the risk pooling schemes for any of the risk areas (clinical, property and employers/third party liability) covered by the scheme this decision shall be reviewed annually.

20.1.6 There is a general prohibition on entering into insurance arrangements with commercial insurers. There are, however, exceptions when trusts may enter into insurance arrangements with commercial insurers. The exceptions are: a) insuring motor vehicles owned by the Trust including insuring third party liability arising from

their use;

b) private finance initiative (PFI) contracts where the other consortium members require that commercial insurance arrangements are entered into;

c) pressure vessels such as boilers and other associated risks; and

d) income generation activities – if not related to normal business activity, these should normally be insured using commercial insurance. If the income generation activity is an activity normally carried out by the Trust for an NHS purpose, the activity may be covered in the risk pool. Confirmation of coverage in the risk pool must be obtained from the Litigation Authority.

20.1.7 All other commercial, or alternative insurance policies, are to be approved by the Director of Finance.

20.2 Arrangements to be followed by the board in agreeing insurance cover

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20.2.1 Where the Board decides to use the risk pooling schemes administered by the NHS Litigation Authority, the Director of Finance shall ensure that the arrangements entered into are appropriate and complementary to the risk management programme. The Director of Finance shall ensure that documented procedures cover these arrangements.

20.2.2 Where the Board decides not to use the risk pooling schemes administered by the NHS Litigation Authority for one or other of the risks covered by the schemes, the Director of Finance shall ensure that the Board is informed of the nature and extent of the risks that are self-insured as a result of this decision. The Director of Finance will draw up formal documented procedures for the management of any claims arising from third parties and payments in respect of losses which will not be reimbursed to the Trust.

20.2.3 All the risk pooling schemes require scheme members to make some contribution to the settlement of claims (the ‘deductible’). The Director of Finance should ensure documented procedures also cover the management of claims and payments below the deductible in each case.

21. INTELLECTUAL PROPERTY 21.1 Intellectual property (IP)

21.1.1 The Trust has an approved Intellectual Property Policy. 21.1.2 It is appropriate therefore to include IP references in the Standing Financial Instructions.

21.2 Definition of intellectual property 21.2.1 Intellectual Property can be defined as products of innovation and intellectual or creative activity

and can include inventions, industrial processes, software, data, written work, designs and images. IP can be given legal recognition of ownership through intellectual property rights (IPR) such as patents, copyright, design rights, trademarks or “know how.”

21.2.2 Examples of IP that may be developed in the NHS include: training manuals, clinical guidelines, books and journal articles, PowerPoint presentations, inventions, new or improved designs, devices, equipment, new uses for existing drugs, diagnostics tests, and new treatments.

21.3 Ownership of intellectual property 21.3.1 Ownership of IP will, in most cases, rest with the Trust. This applies to all IP produced by Trust

employees in the course of their employment, specifically when undertaken on Trust premises, using Trust equipment and in contact with Trust patients. IP developed by an employee outside the course of their employment, not utilising Trust assets or Trust patients will usually belong to the employee, subject to agreement.

21.3.2 This is in accordance with the Patent Act 1977, and the Copyright, Designs and Patent Act 1988. 21.3.3 IP ownership can vary according to the circumstances under which the IP was generated. Such

circumstances include: a) joint/honorary appointments/trainees;

b) externally funded work;

c) commissioned work; and

d) collaborative projects.

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21.4 Disputes of ownership 21.4.1 If the ownership of IP is disputed, dated written records relating to the IP in question will be

assessed to establish the inventor(s), and their proportionate contribution. If such material is not available, the Chief Executive of the Trust will make a final decision, taking professional advice if necessary.

21.4.2 Persons covered by the Intellectual Property Policy include: a) all staff that are full time or part time employees of the Trust;

b) full-time or part-time staff who are self-employed (e.g. private practice);

c) trainee professionals (e.g. Specialist Registrars);

d) staff seconded to other organisations; and

e) staff with joint or honorary contracts with another organisation.

21.5 Intellectual property management 21.5.1 The Trust should use an appointed NHS Innovation Hub as its IP expert company to give advice

and assistance in the protection, management and commercial opportunities of IP initiatives.

21.6 Staff obligations 21.6.1 All employees, including those covered by the Intellectual Property Policy, have an obligation to

inform the Trust’s R&D manager about identified or potential IP activities, and must not, under any circumstances, sell, assign, license, give or otherwise trade IP without the Trust’s approval.

21.6.2 The Trust brand and logos should not be used unless in connection with Trust business.

21.7 Monitoring intellectual property 21.7.1 The R&D manager will provide to the Board updates with regards to;

a) the risks and rewards in respect of approving IP initiatives; and

b) potential and ongoing IP initiatives.

22. DECLARATION OF INTERESTS

22.1 General

A declaration of interest must be submitted in the event where a relationship exists when entering into, or negotiating, the procurement of goods and services.

22.2 Bribery Act 2010

22.2.1 This is applicable to all Trust employees and others acting as an agent for the Trust. 22.2.2 It is the duty of Trust employees, including all agency and contracted staff, who have the powers

to enter into transactions on behalf of the Trust, not to influence or enter into negotiations or purchases with an individual or entity where a relationship with the other party exists. For clarification relationships include, but are not limited to, spouse, parent, child, brother, sister (and

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relations of any of these). Relationships also include friendships, and are deemed to exist when the employee has any financial interest in the other party.

22.2.3 If in doubt, Trust employees and representatives must inform their line manager and in all circumstances should declare his/her interest by completing a declaration of interest form which can be found in the Trust’s Code of Conduct Policy, and should not take any part in the negotiation process.

22.3 Declaration of interest 22.3.1 An annual completion of declarations of interest exercise will be undertaken as part of the Trust’s

annual accounts process and is mandatory for all staff. Any disclosures not made and later discovered will be considered a breach of Trust Standing Financial Instructions, which could subsequently lead to disciplinary action being taken.

.

23. BUSINESS CASE AND TENDER PROCESS 23.1 Introduction

23.1.1 This summary document outlines the business case process that must be followed for all service changes/developments which have either revenue or capital financial implications. The Trust’s business case process has thus been established to ensure there is full involvement from any party within the organisation that could be affected by the intended direction of travel. Auditability, governance and financial principles are critical to ensure there is no unforeseen service, quality or financial consequences from our investment decisions.

23.2 Business case process summary 23.2.1 The following overview summarises the business case process.

1. Any service changes/developments that have been incorporated in the revenue and capital plans previously agreed by the Trust Board will require a business case.

2. Any service changes/developments that emerge in year (i.e. proposals which, if approved, would have financial implications over and above capital and revenue plans previously agreed by the Board) require a business case.

3. Any item of capital expenditure which is not itemised in the approved capital plan plus any other item of capital expenditure which exceeds £25,000 in value will require a business case.

23.2.2 The business case process does not replace the Trust’s tendering process which must followed when purchasing goods or services. The values in the table below represent the total value of expenditure covered by the business case, which includes both the total capital spend and the full-year effect of revenue expenditure.

Value £0 -

£50,000 £50,001 - £250,000

£250,000-£500,000

£500,000 - £1M

Above £1M

Deputies Forum Executive Communication Cell (ECC)

Management Board

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Finance & Investment (F&I) Committee

Trust Board

23.2.3 Role of the approving entities

The Deputies Forum will be responsible for approving all business cases up to the value of £50,000 where funding is already available to support the expenditure required in the business case.

Business cases in excess of £50,000 and where not funding is not available will be presented at the Deputies Forum for review before being presented to the appropriate committee as outlined in the above table for approval.

The Deputies Forum will be responsible for ensuring that all business cases contain valid assumptions, detailed and accurate financial information and that the sponsor has liaised with all relevant parties, i.e. internal and external organisations prior to the business case being submitted.

Meeting Point, ECC, F&I and Trust Board will take the decision to approve a business case taking in to consideration strategic direction, priorities and affordability.

23.3 Tendering process summary (for the purchase of revenue goods and/or services) (see also SFI 7)

In summary the key headlines are as follows.

Amount Process

Up to £5k ex VAT

Divisional Director of Performance

Amount Process

£5k - £50k ex VAT

Obtain 3 quotes and Executive Director approval

£50k - £111k ex VAT

Undertake tendering exercise and obtain Executive team/EMB approval

Above £111k ex VAT

Undertake full tendering exercise – (regional/national/OGC framework agreement or OJEU as appropriate).

In all occurrences, the Trust’s Procurement Team must be engaged in the tender process prior to an official order being raised.

Date of Issue: March 2010 Page 1 of 23 Review Date May 2013 Expiry Date: May 2014 Review Date: Sept 2014 Review Date: Oct 2015 Expiry Date: Oct 2016

Schedule of Matters

October 2015

Schedule of Matters Status v 1

Date of Issue: 2009/10 Page 2 of 23 Review Date: May2013 Expiry Date: Sept 2014 Review Date Sept 16

CONTENTS Page No Introduction …………………………………………………………………………………………………….. 3 Trust Committee Structure …………………………………………………………………………………… 4 Decisions Reserved to the Council of Governors …………………………………………………………… 5 Decisions Reserved to the Board of Directors jointly with the Board of Governors………………… 8 Decisions Reserved to the Board of Directors ………………………………………………………………… 9 Decisions/Duties Delegated to Committees of the Board of Directors ….……………………………...... 15 - 23

Audit Committee Remuneration Committee Quality & Safety Committee Finance & Investment Committee Charitable Trust Board

Nomination and Remuneration Committee (COG) HR Committee

IM&T Strategy Committee Shared Service Board Appendix 1 Policies & Reports 24



1. INTRODUCTION Delegation of Powers

The Foundation Trust has powers to delegate and make arrangements for delegation. The Standing Orders for the Practice and

Procedure of the Board of Directors (Annex 8 of the Constitution) set out the detail of these arrangements. Under the Standing Order relating to the Arrangements for the Exercise of Functions by Delegation (Annex 8, SO8), the Board of Directors have the power to make arrangements on behalf of the Foundation Trust for the exercise of any of its powers by a formally constituted committee of Directors or the Chief Executive, subject to such restrictions and conditions as the Board of Directors thinks fit.

The power which the Board of Directors has retained to itself within the Standing Orders 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 Chair shall be reported to the next formal meeting of the Board of Directors for ratification.

This document details the decisions and responsibilities reserved to the Council of Governors, the Board of Directors and those

delegated to the agreed committees of the Board of Directors. This document has effect as if incorporated into the Trust’s Standing Orders.

In the event of any unresolved dispute between the Council of Governors and the Board of Directors, The Chair or the Secretary may

arrange for independent professional advice to be obtained for the Foundation Trust. The Chair may also initiate an independent review to investigate and make recommendations in respect of how the dispute may be resolved. (Annex 10 para. 15.2 of the Constitution). Established committees of the Trust Board are as follows:

The Audit Committee The Remuneration Committee (Executive) The Quality & Safety Committe The Finance & Investment Committee The Charitable Trust Board The IM&T Strategy Committee The HR Committee The Shared Services Board Nomination & Remuneration Committee (Council of Governors) The inter-relationship of these committees is shown in Diagram 1, page 4.


IM&T Strategy

Committee

Charitable Trust Board

Quality & Safety

Committee

Finance & Investment Committee

Diagram 1

Remuneration Committee

Board of Directors Nomination & Remuneration

Committee

Council of Governors

Audit Committee

Internal Audit

External Audit

Clinical Audit

Independent Assurance Arrangements

HR Committee

Shared Services

Board

Trust Committee Structure


Decisions Reserved to the Council of Governors

DECISIONS RESERVED TO THE COUNCIL OF GOVERNORS REF

General Enabling Provision The Trust is to have a Council of Governors. The Council of Governors links the Foundation Trust to its members and community to ensure engagement and involvement of the public in relation to the services provided by the Trust.

Schedule 1 s 7 H&SC Act 2003 H&SC Act 2012

Strategy, Plans and Budget 1. Provide its views to the Board of Directors when preparing the document containing information about the Foundation Trust’s

forward planning and Annual Report 2. Review the Membership Strategy and its policy for the composition of the Council of Governors and of the Non-Executive

Directors and when appropriate make recommendations for the revision of the constitution. 3. Provide its views to the Board of Directors on plans that would be considered to be of a significant transaction. 4. Be provided with information where the Trust proposes 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 (including private work) – ie, non-NHS sources

Cons Para 36 Cons Para 43 Monitor RAF H&S Act 2012

Regulation and Control 1. Respond as appropriate when consulted by the Board of Directors in accordance with the Trust’s Constitution. 2. Undertake such functions as the Board of Directors shall from time to time request. 3. Require and receive the declaration of Governors’ interests that may conflict with those of the Trust and determining the extent to

which that member may remain involved with the matter under consideration. 4. Adopt Standing Orders for Board of Governors practice and procedures, in particular for its procedures at meetings. 5. Approve the Code of Conduct including the Nolan Principles for Governors. 6. Hold the Non Executive Directors individually and collectively to account for the performance of the Board of Directors 7. To represent the interests of the members of the corporation as a whole and the interests of the public 8. Power to require one or more directors to attend a meeting at which information can be obtained about the performance of the

directors of the FT. At such a meeting the COG could decide to propose a vote on the performance of the Directors of the Trust

Cons Anx10 Para8 Cons Anx10 Para 8 Con Anx5 Para 8 Annex 7 Code of conduct Cons 8.1.6 (A10) H&SC Act 2012 H&SC Act 2012 H&SC Act 2012



DECISIONS RESERVED TO THE COUNCIL OF GOVERNORS REF

9. Power to refer issues of concern regarding compliance to a Monitor appointed panel.

H&SC Act 2012

Appointments/ Dismissal and HR Matters 1. Appoint or remove the Chair and other Non-executive Directors. 2. Approve the appointment (by the non-executive Directors) of the Chief Executive. 3. Appoint or remove the Foundation Trust’s External Auditor. 4. Agree additional audit services to be provided by the External Auditor.

5. Decide the remuneration and allowances and the other terms and conditions of office of the Non-executive Directors.

Cons 8.1.1.1(A10) Cons 8.1.1.2 (A10) Cons 8.1.1.4 (A10) Monitor ARM/COG C.3.6 Cons 8.1.1.3 (A10)

DECISIONS RESERVED TO THE COUNCIL OF GOVERNORS

REF

Policy Determination

Provide views to the Board of Directors on plans that are of a significant transaction.

H&SC Act 2012

Monitor RAF Annual Reports and Accounts 1. Be presented with the annual accounts, any report of the appointed external auditor on them and the annual report.

Cons 8.1.1.5 (A10) SFI. 4.2

Audit 1. Receive the Annual Management Letter from the appointed External Auditor.

Cons.8.1.1.5 (A10)

Monitoring 1. Request one or more directors to attend a meeting at which information can be obtained about the performance of the directors

of the FT

H&SC Act 2012 & FT ARM

Structure 1. Review the composition of the Council of Governors. 2. Approve membership and Chairmanship of sub-committees of the Council of Governors.

Cons 8.1.5 (A10)



DECISIONS RESERVED TO THE COUNCIL OF GOVERNORS

REF

Policy Determination

Provide views to the Board of Directors on plans that are of a significant transaction.

H&SC Act 2012

Monitor RAF Corporate Governance Matters 1. Develop and promote relationships between the Council of Governors and the Board of Directors.

Monitor Code of Governance E.1.5



Decisions Reserved to the Board of Directors jointly with the Board of Governors

DECISIONS RESERVED TO THE BOARD OF DIRECTORS AND THE COUNCIL OF GOVERNORS

REF

Corporate Governance Matters 1. Review and submit proposed changes to the Trust Constitution, as appropriate, to the Council of Governors and the Board of

Directors. 2. Plans that are of a significant transaction

Cons 8.1.5 (A10) H&SC Act 2012 Cons. Para 44



Decisions Reserved to the Board of Directors

DECISIONS RESERVED TO THE BOARD OF DIRECTORS REF

General Enabling Provision The Trust may do anything which appears to it to be necessary or desirable for the purposes of or in connection with its function. Board of Director members share corporate responsibility and accountability for all decisions of the Board of Directors. The business of the Trust is to be managed by the Board of Directors, who, subject to the Trust’s Constitution shall exercise all the powers of the Trust. The Board of Directors has key functions for which it is held accountable by the Independent Regulator of NHS Foundation Trusts (Monitor) to:

1. The Board of directors’ role is to provide effective and proactive leadership of the NHS Foundation Trust within a framework of processes, procedures and controls which enable risk to be assessed and managed.

2. The Board of directors is responsible for ensuring compliance by the NHS Foundation Trust with its terms of Licence, its constitution, mandatory guidance issued by Monitor, relevant statutory requirements and contractual obligations.

3. The Board of directors should set the NHS Foundation Trust’s strategic aims at least annually, taking into consideration the views of the Council of Governors, ensuring that the necessary financial and human resources are in place for the NHS Foundation Trust to meet its main priorities and objectives and then periodically review progress and management performance.

4. The Board of Directors as a whole is responsible for ensuring the quality and safety of healthcare services, education, training and research delivered by the NHS Foundation Trust and applying the principles and standards of clinical governance set out by the Department of Health, the Care Quality Commission, and other relevant NHS bodies.

5. The Board of Directors should also ensure that the NHS Foundation Trust exercises its functions effectively, efficiently and economically.

6. The Board of Directors should set the NHS Foundation Trust’s vision, values and standards of conduct and ensure that its obligations to its members, patients, public and other stakeholders are understood and met.

7. All directors must take decisions objectively in the interests of the NHS Foundation Trust. 8. All directors have joint responsibility for every decision of the Board. 9. All directors have joint responsibility for every decision of the Board of Directors regardless of their individual skills or status.

This does not impact upon the particular responsibilities of the Chief Executive as the accounting officer. The Chief Executive should refer to guidance from Monitor on the responsibilities and obligations of the accounting officer (NHS Foundation Trust Accounting Officer Memorandum, August 2015).

10. The concept of the unitary board refers to the fact that within the Board of Directors the Non-Executive Directors and the

Code of Governance Section C Accountability & Constitution Annex 6 and 8




Executive Directors share the same liability, as per the main principle. All directors, Executive and Non-Executive, have responsibility to constructively challenge the decisions of the board and help develop proposals on priorities, risk mitigation, values, standards and strategy.

11. As part of their role as members of a unitary board, Non-Executive directors have a particular duty to ensure such challenge is made. Non-Executive directors should scrutinise the performance of the executive management in meeting agreed goals and objective, receive adequate information and monitor the reporting of performance. They should satisfy themselves as to the integrity of financial, clinical and other information, and that financial and clinical quality controls and systems of risk management are robust and implemented. NEDs are responsible for determining appropriate levels of remuneration of Executive Directors and have a prime role in appointing, and where necessary removing, Executive Directors, and in succession planning.

12. Directors have a general duty to act with a view to promoting the success of the Trust so as to maximize the benefits for the members of the corporation as a whole and for the public

13. Directors should avoid a situation in which they have (or can have) a direct or indirect interest that conflicts (or may possibly

conflict) with the interest of the Trust unless the matter has been authorised in accordance with the constitution 14. Directors must not accept a benefit from a third party by reason of being a director or doing (or not doing) anything in that

capacity. 15. Directors should comply with the requirements of the “fit and proper persons” requirements contained within the Trust

Licensing requirements 16. The board of directors should present a fair, balanced and understandable assessment of the NHS Foundation Trust’s

position and prospects. It is the Board of Directors duty to: 1. Act within all applicable statutes. 2. Be clear what decisions and information are appropriate to the Board of Directors and draw up Standing Orders, a schedule of

decisions reserved to the Board of Directors and Standing Financial Instructions to reflect these. 3. Ensure that management arrangements are in place to enable responsibility to be clearly delegated to Executives for the main

programmes of action and for performance against programmes to be monitored and Executives held to account. 4. Establish performance and quality measures that maintain the effective use of resources and provide value for money. 5. Specify its requirements in organising and presenting financial and other information succinctly and efficiently to ensure the

Board of Directors can fully undertake its responsibilities. 6. Establish Audit and Remuneration Committees on the basis of formally agreed terms of reference that set out the membership

of the committee, the limit to their powers, and the arrangements for reporting back to the Board of Directors.

Code of Governance Section A - C Leadership Effectiveness and Accountability Constitution Annex 6 and 8 H&SC Act 2012 Monitor Licence & Companies Act 2006 section 172 Code of Governance Section C3 and D1




The NHS Foundation Trust Board of Directors must comply with legislation and guidance issued by Monitor in respect of contracts entered into by themselves or into on their behalf and establish terms and conditions of service that are fair to staff and represent good value for taxpayers' money and are in accordance with the Constitution and Terms of Authorisation. Strategy, Plans and Budgets 1. Define the values, strategic aims and objectives of the Trust. 2. Approve proposals for ensuring quality and developing governance in services provided by the Trust, having regard to any

guidance issued by the Secretary of State and Monitor. 3. Approve the Trust’s policies and strategies for the management of risk and strategic development. 4. Approve Business Cases for Capital Investment subject to the limits within the Scheme of Authority and Decisions. 5. Approve annual plans including annual budgets. 6. Approve annually, the Trust’s proposed organisational development proposals. 7. Ratify proposals for acquisition, disposal or change of use of land and/or buildings subject to the License and the Scheme of

Authority and Decisions.(significant transactions) 8. Approve PFI proposals. 9. Approve proposals on individual contracts of a capital or revenue nature subject to the Scheme of Authority and Decisions. 10. Approve proposals in individual cases for the write off of losses or making of special payments above the limits of delegation to

the Chief Executive and Director of Finance (for losses and special payments). 11. Approve proposals for action on non-clinical litigation against or on behalf of the Trust as per the Scheme of Authority and

Decisions.

Code of Governance A.1 & Constitution Annex 6 and 8 The Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013 SFI 25.2 – 25.3 Code of Governance A.1 & Constitution Annex 6 and 8 SFI. Section 14 SFI. Section 16.2 & Appendix C H&SC Act 2012

Regulation and Control

1. Ensure a sound system of internal control and risk management. 2. Approve Standing Orders (SOs), a schedule of matters reserved to the Board of Directors and Standing Financial Instructions for

the regulation of its proceedings and business. 3. Suspend Standing Orders. 4. Vary or amend the Standing Orders.

Code of Governance A.1 & Constitution Annex 6 and 8




5. To be informed of any urgent decisions taken by the Urgent Decision Making Group in public session in accordance with SOs. 6. Approve a Scheme of Reservation and Delegation of Powers from the Board of Directors to committees. 7. Require and receive the declaration of Board of Directors interests that may conflict with those of the Trust and determining the

extent to which that member may remain involved with the matter under consideration. 8. Require and receive the declaration of officers’ interests that may conflict with those of the Trust. 9. Receive and review the Assurance Framework regularly. 10. Adopt the organisation structures, strategies, and policies to facilitate the discharge of business by the Trust and to agree

modifications thereto. 11. Receive reports from committees including those that the Trust is required by the Secretary of State, Monitor or other regulation to

establish and to take appropriate action on. 12. Consider and approve the recommendations of the Trust’s committees where the committees do not have executive powers. 13. Approve arrangements relating to the discharge of the Trust’s responsibilities as a corporate trustee for funds held on trust. 14. Establish terms of reference and reporting arrangements of all committees that are established by the Board of Directors. 15. Regularly review the register of documents signed and sealed by Directors. 16. Ratify or otherwise, instances of failure to comply with Standing Orders brought to the Chief Executive’s attention in accordance

with SOs. 17. Discipline members of the Board of Directors who are in breach of statutory requirements or SOs. 18. Be responsible for compliance with the Trust’s Terms of Authorisation. 19. Comply with any order issued by Monitor under Section 23 of the Act. 20. Appointment of Vice Chairman. 21. Suspension, Variation or amendment of Standing Orders. 22. Formally delegate powers to committees or joint committees of the Board and approve their constitution and terms of reference.

(Constitution and terms of reference of sub-committees may be approved by the Chief Executive or relevant Executive.) 23. Approve a list of staff authorised to make short term borrowings on behalf of the Trust. (This must contain the CE and DoF.) 24. Approve long-term borrowing. 25. Approve and monitor the risk management programme. 26. Decide whether the Trust will use the risk pooling schemes administered by the NHS Litigation Authority or self-insure for some or all

of the risks (where discretion is allowed). Decisions to self-insure should be reviewed annually.

SFI. Section 1.3 Code of Governance A.1 & Constitution Annex 6 and 8

Appointments/ Dismissal and HR Matters 1. Appoint and dismiss committees or amend the membership of committees that are directly accountable to the Board of Directors. 2. Appoint and dismiss Executive Directors in accordance with Trust policies and procedures. 3. Confirm appointment of members of any committee of the Trust as representatives on outside bodies.

Constitution 9/10 (A8) Constitution 21 – 23




Constitution 9 (A8 Policy Determination

1. Approve the policies and reports reserved for the Board of Directors as set out in Appendix 1 to this document. 2. Approve the delegation of agreement of policies to Committees of the Board of Directors/ relevant Executive Directors.

Constitution Annex 8 section 8-9

Annual Reports and Accounts 1. Receipt and approval of the Trust's Annual Report, Quality Accounts and Annual Accounts including the Director’s Report 2. Receipt and approval of the Annual Report and Accounts for funds held on trust.

Constitution Annex 10 8.1 SFI section 4 & Company’s Act under section 416(4) .

Audit 1. Receive the annual management letter from the external auditor and agreement of proposed action, taking account of the advice,

where appropriate, of the Audit Committee. 2. Receive an annual report from the Audit Committee providing assurance to the Board of Directors on the system of Internal

Control and the effectiveness of the Assurance Framework.

Code of Gov. F1 – F3 Constitution Para 33- 34 Annex 10 Para 11 SFI 2.1

Business Case and Tender Process 1. Business cases above £1M

SFI Section 23 SFI 23.2




Monitoring 1. Receive such reports and minutes as the Board of Directors sees fit from committees in respect of their exercise of powers

delegated. 2. Continuous appraisal of the affairs of the Trust by means of the provision to the Board of Directors as they may require from

directors, committees, and officers of the Trust as set out in management policy statements. All monitoring returns required by Monitor and the Charity Commission shall be reported, at least in summary, to the Board of Directors.

3. Receive reports from DoF on financial performance. 4. Receive reports from the Medical Director and the Director of Nursing on clinical performance and quality. 5. Receive reports on actual and forecast activity and income from contracts. 6. Oversight of Trust operations and compliance with statutory and regulatory obligations. 7. Receive reports and review the effectiveness of the risk and control processes to support its strategy and objectives from the

Audit Committee; • Undertaking an annual assessment of those processes; • Approving an appropriate statement for inclusion in the Annual Report; • Approving the declarations required.

Code of Gov Section B.5.2 Constitution Annex 8 para. 9 Code of Gov section B Cons. 39 SFI 2.1

Structure 1. Approve changes to the management and control structure. 2. Approve changes to the structure, size and composition of the Board of Directors. 3. Approve membership and Chairmanship of committees of the Board of Directors.

Cons. Annex 6

Corporate Governance Matters 1. Undertake a formal and rigorous review (annually) of its own performance and that of its committees. 2. Maintain relationships between the Council of Governors and the Board of Directors.

Code of Gov. Section E.1.5



Decisions/Duties Delegated to Committees of the Board of Directors



Decisions/Duties Delegated by the Board of Directors to Committees

COMMITTEE DECISIONS/DUTIES DELEGATED BY THE BOARD OF DIRECTORS TO COMMITTEES REF

AUDIT COMMITTEE The Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee and all employees are directed to cooperate with any request made by the Committee. The committee is authorised by the Trust Board to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary. The Audit committee will escalate matters of concern to the Trust Board using the approved escalation template Key responsibilities delegated by the Board of Directors to the Audit Committee are: The Committee shall review the establishment and maintenance of an effective system of integrated governance, internal control and risk management, across the whole of the organisation’s activities (both clinical and non-clinical), that supports the achievement of the organisation’s objectives. In particular, the Committee shall: • Critically review all risk and control related disclosure statements (in particular the Annual Governance Statement

and declarations of compliance with the Care Quality Commission & Monitor), together with any accompanying Head of Internal Audit statement, external audit opinion or other appropriate independent assurances, prior to endorsement by the Board

• Review the Trust’s process of corporate governance to ensure that due consideration is being given to the Assurance Framework and achievement of corporate objectives.

• Ensure a procedure is in place to identify, manage and measure key risks facing the Trust. • Ensure that the Trust has an appropriate frame work in place to review all policies including compliance with

relevant regulatory, statutory, legal and code of conduct requirements and guidance relevant to the operation of the Trust.

• Establish a procedure to monitor the operational effectiveness and procedures and policies including the policy on the supply of non-audit services including non-audit services provided by the External Auditor to the Trust as reported in the annual report.

• Consider the adequacy of policies and procedures covering fraud and corruption as set out by the Secretary of State Directions and as required by NHS Protect.

Code of Governance section F3

Const. Para 38

SFI Ch.2

2.1




• Consider the Annual Report, Quality Accounts and Financial Statement before recommending acceptance to the Board, focusing particularly on the wording in the Annual Governance Statement and other disclosures relevant to the ToR of the Committee.

• Advise the Board on any issues, which might have material effect on the Organisation. • Review or consider the Trust Strategy and any issues that may arise in relation to anti-fraud and corruption. • Conduct an Annual Review of all aspects of the Board Assurance Framework to ensure that the principles are

embedded in the organisation. • Review the Trust’s processes for monitoring Information Governance and Clinical Audit • Conduct a Bi-annual review of the Corporate Risk Register to ensure that the processes for escalation of risks are

operating appropriately. EXECUTIVE

REMUNERATION COMMITTEE

The purpose of the Committee is to consider the remuneration and terms of service for the Chief Executive and the Directors of the Trust Board and other Senior Employees, as agreed between the Chairman and the Chief Executive, in accordance with the scope of responsibilities detailed below. Key responsibilities delegated by the Board of Directors to the Remuneration Committee are: •To recommend to the Trust Board, and keep under review, a remuneration and terms of service package, sufficient to attract, retain and motivate directors with the skills, quality and experience required to lead WWL NHSFT; •To advise the Trust Board on, and oversee, appropriate contractual arrangements; including the proper calculation and scrutiny of termination payments; •The Trust Board will approve the key tasks of the Chief Executive and individual Directors, the key tasks to be determined by the Chairman for the Chief Executive, and by the Chief Executive for the Directors and other Senior Employees. The Committee will review individual performance against agreed measurement factors for the set key tasks and then determine individual remuneration based upon the overall assessment of performance, in accordance with the Executive Director Remuneration Policy and with the terms and conditions as approved by the Trust Board. The outcome of the review can be reconsidered by the Committee with the individual Director or other Senior Employee in attendance, on written request; •To advise the Chairman on any termination arrangements for the Chief Executive; •To advise the Chief Executive on any termination arrangements for the Directors and other Senior Employees. •The Board succession plan should be maintained at least annually and also when there are changes in the executive team. •The remuneration package should be subject to independent external comparison and be credible in the public domain; •The package should motivate and reward the Directors and other Senior Employees fairly, individually and collectively, and enable people of appropriately high quality to be recruited and retained, within the levels of affordability; •There should be a clear link between pay increases and the achievement of key tasks, individual job performance and

Constitution para 32




overall corporate performance. QUALITY & SAFETY

COMMITTEE The role of the committee is: To act as a Scrutiny & Strategy Committee to enable the Board to obtain assurance that high standards of care are provided by the Foundation Trust and in particular that adequate and appropriate governance structures, processes and controls are in place throughout the Foundation Trust. The Quality and Safety Committee is constituted as a standing committee of the Foundation Trust’s Board of Directors. Its constitution and terms of reference are as set out below, and are subject to amendment at future Board of Director’s meetings. •The Quality and Safety Committee is authorised by the Board of Directors to act within its terms of reference. All members of staff are directed to co-operate with any request made by the Quality and Safety Committee. •The Quality and Safety Committee is authorised to obtain such internal information as is necessary and expedient to the fulfilment of its functions. •To develop strategic recommendations for approval by the Trust Board. •The Quality & Safety Committee will escalate matters of concern to the Audit Committee or Trust Board using the approved escalation template. Where a red risk score has remained unchanged for 3 consecutive months, this should be escalated to the Trust Board or Amber for 6 months this should be escalated to the Trust Board for consideration of inclusion on the BAF.

Constitution Annex 8

Section 8- 9

FINANCE & INVESTMENT COMMITTEE

Authorised by the Trust Board in accordance with the Trusts Constitution and Standing Orders Annex 8 Section 8- 9 - Arrangements for the Exercise of Functions by Delegation. The Finance & Investment committee will escalate matters of concern to the Audit Committee or Trust Board using the approved escalation template. Where a Red risk score has remained unchanged for 3 consecutive months this should be escalated to the Trust Board or amber for 6 months this should be escalated to the Trust Board. The key strategic responsibilities are:

• To monitor the financial position of the Foundation Trust, including approving the key financial assumptions to be used in Strategic and Business Planning for recommendation to the Trust Board.

• To monitor activity and the impact of any major changes in the economic, political and regulatory environment, and the associated financial risks.

• To consider investment and disinvestment from services • To monitor strategic cash flow, cash levels and liquidity

Const. Annex 8 Section 8- 9




• To agree the borrowing strategy for Board approval • To identify and review external financing arrangements / vehicles e.g. borrowing, Joint Ventures, PFI • To identify, evaluate and recommend for Board approval opportunities for strategic commercial partnerships • To review the long term capital investment plans • To consider proposals for acquisition and disposal of assets • Evaluation of strategic issues related to income e.g. contract negotiations, commissioning, CQUIN, tendering

for new services, risks from competition • To review the contractual framework relating to any material commercial relationships. • Monitoring of the implementation of service and site transformation and investment plans. • To consider the definition of core activities and non-core activities

CHARITABLE TRUST

BOARD WWL NHSFT is the sole charity trustee of the charitable funds in its corporate capacity. WWL NHS FT is the body that would be liable for any misapplication or mismanagement of WWL Charitable funds. The corporate trustees of charitable funds, have powers under Section 11 of the Trustee Act 2000 to appoint and delegate to agents. This power includes appointing a Charitable Trust Board, whose members are not confined to its board members. The Corporate trustees also have powers under the Inheritance and Trustees’ Powers Act 2014 power of advancement Chapter 16 Section 9. The Foundation Trust has appointed a sub-committee to administer their charitable funds (the “Charitable Trust Board” or “CTB”). Those serving on the CTB are acting as “agents” of the WWL FT.As the NHS body is the trustee, it must retain direct control of key decision making. Decisions are ratified and approved by the Corporate Trustee at separate meetings of the Trust Board in which only charity business is carried out. It must set the strategy and policy for the charitable fund(s) and set the budget(s). The trustee (acting through its CTB meeting) should set spending priorities and criteria for individual spending decisions for each fund. Within this framework the CTB (and others involved in managing the funds) can be permitted to make day to day spending decisions, all of which should be reported back to the trustee. The trustee must be directly involved in making the spending decision. It is the responsibility of the trustee to ensure that spending decisions taken by its agents are proper decisions that comply with the trustee’s framework. The CTB will agree: •the purpose and strategy of the Charity. •Expenditure from the funds as per the Trust’s SFI’s/SOs •Determine the Charities investment strategy

SFI 17

17.1 – 17.8




•Agree all material fund raising initiatives •Produce an annual report outlining all the Charities key achievements and areas of specific patient/public interest

COG NOMINATION & REMUNERATION

COMMITTEE

The purpose of the Nomination and Remuneration Committee is to identify appropriate candidates for the office of Chairman and Non Executive Directors and to make recommendations to the full Council of Governors. The Committee will act in accordance with Annex 6 of the Foundation Trust’s Constitution for the appointment and removal of Chairman and other Non Executive Directors. The Nomination & Remuneration Committee will consider the process of any reappointments of Non Executive Directors recommended by the Chairman in line with the Code of Governanceand requirements of the Fit and Proper Persons Test. It will also consider the process for the reappointment of the Chairman in line with recommendations made by the Senior Independent Director (SID) and the other Non Executive Directors. The Committee will also consider succession planning to include the balance of appropriate skills and experience for Non Executive Directors which will complement the full Trust Board. The Committee will also consider and recommend to the Council of Governors the remuneration levels of Non Executive Directors. The key responsibilities delegated by the Board of Directors to the Nomination and Remuneration Committee are:

1. Agree job descriptions and person specifications detailing the skills, knowledge, time commitment and experience required for Non Executive Directors and the Chairman.

2. Short list appropriate candidates in accordance with good recruitment practice. 3. Attend formal interviews and participate in agreed question areas. 4. Review all candidates taking into account psychometric tests and decide on recommendation of the successful

candidate. 5. Receive recommendations from the Chairman relating to the reappointment process for Non Executive

Directors after four and eight years based on the outcomes of performance evaluation and make formal recommendations to the full Council of Governors.

6. Receive recommendations from the Senior Independent Director on the reappointment of the Chairman after three and six years of office and make formal recommendation to the full Council of Governors

7. Review plans for orderly succession of appointments made by the Board of Directors taking into account the challenges and opportunities facing the Trust and the skills and expertise required on the board.

8. Agree the remuneration levels of Non Executive Directors in accordance with best practice.

Const. Annex 6

Code of Governance

D2.3 and D2.4




HR COMMITTEE The purpose of the committee is to agree HR and OD Strategy for the organisation To ratify HR policies and procedures. The HR committee has the following authority:

• To oversee the development and implementation of the HR and OD Strategy for the organisation • To approve delegated HR policies and procedures relating to contractual or legislative changes on behalf of the Trust Board • To provide assurance to Trust Board on workforce issues – taking account of local and national agenda’s. • To develop strategic workforce recommendations for approval by the Trust Board. • To approve the corporate communications strategy • The HR committee will escalate risks using the risk escalation framework.


IM&T STRATEGY COMMITTEE

The IM&T Strategy Committee is constituted as a standing committee of the Foundation Trust’s Board of Directors. Its constitution and terms of reference shall be as set out below, subject to amendment at future Board of Director’s meetings. The IM&T Strategy Committee is authorised by the Board of Directors to act within its terms of reference. All members of staff are directed to co-operate with any request made by the IM&T Strategy Committee. The IM&T Strategy Committee is authorised to obtain such internal information as is necessary and expedient to the fulfillment of its functions. The committee has the following authority: • The IM&T Strategy Committee is authorised by the Board of Directors to act within its terms of reference. All members of staff are directed to co-operate with any request made by the IM&T Strategy Committee. • The IM&T Strategy Committee is authorised to obtain such internal information as is necessary and expedient to the fulfilment of its functions. • To develop strategic recommendations for approval by the Trust Board. • The IM&T Strategy committee will escalate matters of concern to the Audit Committee or Trust Board using the approved escalation template. Where a Red risk score has remained unchanged for 3 consecutive months this should be escalated to the Trust Board or amber for 6 months this should be escalated to the Trust Board.


PATHOLOGY AT WIGAN AND SALFORD

OPERATIONS BOARD (SHARED SERVICES

BOARD)

A joint board known as the Pathology at Wigan and Salford Operations Board was established across WWL NHSFT and Salford Royal NHSFT. The Board was established to support, review and provide views upon the provision of Pathology services to Salford Royal NHS Foundation Trust (SRFT) and Wrightington, Wigan and Leigh NHS Foundation Trust (WWL). This Board reports via the Shared Services Board whose minutes are received and monitored by the Trust Board. The key activities and purpose of the Board are as follows:

Joint pathology service

agreement




• To align Pathology Strategy with the Annual Plans of WWL and SRFT. • To provide a formal governance forum for Pathology and WWL and SRFT to present and discuss matters of

relevance to both trusts. • To oversee and support the management function of the Pathology Service • To ensure that Pathology Services provides a robust level of quality assurance and meets the requirements of

external regulatory bodies i.e. CPA, MHRA, HTA. • To monitor, evaluate any issues raised by the group and to offer support / assistance in determining their

satisfactory solution. • To identify, consider existing, new and emerging issues of concern. • To regularly review and approve policies related to Pathology Services. • To review the Pathology Services KPI’s listed in the SLA • To review all financial issues relating to Pathology Services. • To review all risk management issues, relating to Pathology. • To approve changes in information and activity recording practices. • To oversee and monitor progress on any projects or substantial pieces of work. • To review Pathology exception reports and minutes and actions from the Divisional meetings of Clinical

Support Services and Tertiary Medicine and Specialist Services and MSK

Clause 5.4.2. reserved and

excepted matters



Appendix 1 Policies & Reports (see page 13 – Policy Determination) Code of Conduct including Nolan Principles Risk Management Annual Report Board Assurance Framework Workforce Annual Report Safeguarding Child & Adult Annual Report Research and Development Annual Report Equality and Diversity Annual Report Estates management Annual Report IM&T Strategy Annual Report Security Annual Report Director of Infection & Prevention Control Annual Report Patient Experience Annual Report Marketing & Communications Strategy Major Incident Plan / Business Continuity Plan Complaints Annual Report Being Open Policy Annual Report & Accounts including Quality Accounts Annual Plan and 5 Year Plan Quality Strategy Annual Budget Capital Investment Plan Monitor Compliance Quarterly Reports Medical Exclusions Report NHS Constitution Compliance Quarterly Compliance Report SEC Quarterly Reports National Survey Reports Litigation Annual Report Company Seal Quarterly Reports Health and Safety Annual Report Standing Financial Instructions Schedule of Matters

www.gov.uk/monitor

The NHS

Foundation

Trust Code of

Governance Updated July 2014

1

Foreword

One of Monitor’s objectives is to make sure that public providers are well led. To this end, the

NHS Foundation Trust Code of Governance (the Code) is our way of providing guidance to

NHS foundation trusts to help them deliver effective corporate governance, contribute to

better organisational performance and ultimately discharge their duties in the best interests

of patients. We last updated the Code in 2010, and a great deal has changed since then. In addition to

setting out new duties for Monitor, the 2012 Health and Social Care Act

(the 2012 Act) established a range of new duties for governors and boards of NHS foundation

trusts. As a result, we have also developed new regulatory tools – the provider licence and

the Risk Assessment Framework – which have implications for how trusts establish and

report on corporate governance arrangements. The UK Corporate Governance Code

(formerly the Combined Code), on which the Code is based, has also been

significantly updated a number of times since 2010. As well as making changes to reflect the new regulatory and policy landscape, we also

wanted to make sure that the updated Code was a useful, practical tool for trusts to use. We

therefore asked for feedback from across the sector on a draft of the revised Code. The draft

which we published in November 2013 included a number of significant changes including a

new introduction, a new structure, greater clarity regarding disclosure requirements and a

section which explains how the Code fits alongside Monitor’s other governance tools. We have received over 40 responses to our request for feedback and we are grateful to the

sector for responding in short timescales in so much detail. We hope it is clear from the

changes we have made to the final version of the Code that we have sought to take on as

much of the feedback as was appropriate. In particular:

You told us that reporting on all of the principles was too burdensome. We are

therefore now only asking for a report on how the principles are applied in cases of

non-compliance. This reflects the reporting requirements of the UK Corporate

Governance Code.

You told us that including all of the information in a separate disclosure

created duplication and unnecessary effort. As a result, where information is

already included in the annual report, you need only clearly reference the location of

that information in the disclosure rather than duplicating the content.

You told us that the combination of statutory, mandatory and comply or

explain requirements was confusing. We have therefore clearly identified statutory

provisions separately throughout the Code. The feedback exercise also raised a number of questions which we have been unable or

chosen not to address in the Code. These include:

Questions about the format, scope and resources required for the tri-annual

governance reviews. Monitor will be consulting separately on guidance for these

reviews in January 2014.

2

Questions about the expectations on, and knowledge and capacity of,

governors in undertaking their statutory duties. We would strongly recommend

referring to the detailed governance on these questions, which is available

elsewhere. In particular Your statutory duties: A reference guide for NHS foundation

trust governors and Director-governor interaction in NHS foundation trusts: A best

practice guide for boards of directors.

There are two other changes that we would like to highlight since the draft was published:

We stated in our consultation a desire to maintain the current requirement for three

independent members of the audit committee. Feedback from the professional

bodies that responded to the consultation (including the authors of the UK Corporate

Governance Code on which the NHS Foundation Trust Code of Governance is

based) suggested that this was not best practice. We have therefore revised the

Code to require all members of the audit committee to be independent. The

option to ‘explain’ non-compliance is available for trusts that have valid

reasons for failing to meet this standard.

We stated in the draft Code that it would apply from 1 April 2014. Feedback from the

sector highlighted that because the 2010 edition of the Code does not reflect the

2012 Act or other regulatory developments including the licence it would be more

practical to report against the revised Code. We have therefore revised the Code

to apply from 1 January 2014. This means that trusts should report on the

revised code for 2013/14. The option to ‘explain’ non-compliance is available in

the case of provisions that are new and cannot be applied retrospectively.

It is our intention to continue to improve the Code to ensure that it reflects best practice in

the private and public sectors, and remains a valuable tool for trusts to use in maintaining

good corporate governance. We would therefore welcome any further feedback on the

revised Code for us to consider in the future.

Stephen Hay

Managing Director, Provider Regulation

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Contents Introduction ................................................................................................................ 5

1.1 Why is there a code of governance for NHS foundation trusts? ....................... 5

1.2 What is corporate governance?........................................................................ 6

1.3 About the Code ................................................................................................ 6

1.4 Application of the Code .................................................................................... 7

The main principles of the Code............................................................................... 12

Section A: Leadership .............................................................................................. 16

A.1 The role of the board of directors.................................................................... 16

A.2 Division of responsibilities............................................................................... 19

A.3 The chairperson.............................................................................................. 19

A.4 Non-executive directors .................................................................................. 20

A.5 Governors ....................................................................................................... 21

Section B: Effectiveness........................................................................................... 25

B.1 The composition of the board ......................................................................... 25

B.2 Appointments to the board.............................................................................. 26

B.3 Commitment ................................................................................................... 29

B.4 Development .................................................................................................. 29

B.5 Information and support.................................................................................. 30

B.6 Evaluation....................................................................................................... 32

B.7 Re-appointment of directors and re-election of governors .............................. 34

B.8 Resignation of directors .................................................................................. 35

Section C. Accountability.......................................................................................... 36

C.1 Financial, quality and operational reporting .................................................... 36

C.2 Risk management and internal control ........................................................... 37

C.3 Audit committee and auditors ......................................................................... 38

Section D. Remuneration ......................................................................................... 41

D.1 The level and components of remuneration ................................................... 41

D.2 Procedure....................................................................................................... 42

Section E. Relations with stakeholders .................................................................... 44

E.1 Dialogue with members, patients and the local community ............................ 44

E.2 Co-operation with third parties with roles in relation to NHS foundation trusts 46

Schedule A: Disclosure of corporate governance arrangements ............................. 47

4

Appendix A: The role of the NHS foundation trust secretary .................................... 58

Appendix B: The role of the nominated lead governor ............................................. 59

Appendix C: The NHS Foundation Trust Code of Governance and other

regulatory requirements ............................................................................................ 61

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Introduction

1.1 Why is there a code of governance for NHS foundation

trusts?

The principal purpose of NHS foundation trusts is to provide health care services in

England. Together, they deliver care to a huge number of patients each year. To

make sure the care that NHS foundation trusts provide is safe, effective, caring and

responsive for patients, trust boards must be founded on and supported by a strong

governance structure. Monitor, as sector regulator, seeks to protect patients and

promote their interests, and ultimately good governance enables the kind of

decision-making and processes that are essential to achieving these goals. NHS foundation trusts are created as legal entities in the form of public benefit

corporations by the National Health Service Act 2006 (the 2006 Act). This legislation

provided NHS foundation trusts with a governance regime that is fundamentally

different from NHS trusts and so requires its own guidance. The boards of directors

of NHS foundation trusts have more autonomy to make financial and strategic

decisions than NHS trusts; these are to be taken with the goal of maximising the

benefit to patients. The Health and Social Care Act 2012 (the 2012 Act) provided

further changes to the governance regime for NHS foundation trusts.

The board of directors is a unitary board. This means that within the board of

directors, the non-executive directors and executive directors make decisions as a

single group and share the same responsibility and liability. All directors, executive

and non-executive, have responsibility to constructively challenge during board

discussions and help develop proposals on priorities, risk mitigation, values,

standards and strategy.

The board of directors also has a framework of local accountability through members

and a council of governors, which replaced central control from the Secretary of

State for Health. NHS foundation trust governors are responsible as a council for

holding the non-executive directors, individually and collectively, responsible for the

performance of this unitary board. In turn, NHS foundation trust governors are

accountable to the members who elect or appoint them and must represent their

interests and those of the public.

In this code of governance we bring together the best practices of the public and

private sector in order to help NHS foundation trust boards maintain good quality

corporate governance. We believe this is necessary if the needs of patients are to be

met. In this document, we set out a common overarching framework for the

corporate governance of NHS foundation trusts that complements the statutory and

regulatory obligations they have (which are referenced throughout this document).

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1.2 What is corporate governance? An NHS foundation trust’s board has a duty to promote the success of the

organisation so as to maximise the benefits for the members of the trust as a whole

and for the public who will be treated by the trust. Therefore, a board needs to be

able to deliver prudent and effective leadership and effective oversight of the trust’s

operations to ensure it is operating in the best interests of patients.

Corporate governance is the means by which boards lead and direct their

organisations so that decision-making is effective and the right outcomes are

delivered. In the NHS this means delivering safe, effective services in a caring and

compassionate environment in a way that is responsive to the changing needs of

patients and service users. Robust governance structures that encourage proper

engagement with stakeholders and strong local accountability will help NHS

foundation trusts to maintain the trust and confidence of the people and communities

that they service. Good corporate governance is dynamic. Governing bodies should

be committed to improving governance on a continuing basis through a process of

evaluation and review.

Good corporate governance is the means by which quality governance is overseen.

Robust corporate and quality governance arrangements complement and reinforce

one another. Individuals working in clinical teams providing NHS services are at the

front line of ensuring quality of care to patients. However, it is the board of directors

that takes final and definitive responsibility for improvements, successful delivery,

and equally failures, in the quality of care. Effective governance therefore requires

that boards pay as much attention to quality of care and quality governance as they

do to the financial health of their organisation. More information on the role of boards

in quality governance can be found in Quality Governance in the NHS – a guide for

provider boards from the National Quality Board.

1.3 About the Code The NHS Foundation Trust Code of Governance (the Code) was first published in

2006 and was revised in 2010. Following significant regulatory change as a result

of the 2012 Act and taking account of developments in our regulatory toolkit since

then, we have updated the Code. This updated version will apply from 1

January 2014. As with the 2010 version of the Code, our approach has been to bring best practice

from the private sector to the NHS foundation trust sector, with the ultimate goal of

ensuring a strong governance structure is in place to enable high-quality patient

care. The Code therefore builds on the significant update to the UK Corporate

Governance Code which was issued in 2012.

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1.4 Application of the Code 1.4.1 What do NHS foundation trusts need to do to fulfil the Code’s

requirements? This Code is best practice advice. It is not our role to prescribe in detail what

governance systems and processes should look like or set rigid rules; instead we

seek to support good governance by offering sound guidance. We are keen that

NHS foundation trusts should have the autonomy and flexibility to ensure their

structures and processes work well for their individual organisations now and in the

future, while making sure they meet our overall requirements which are dictated by

patient interest.

There are a number of advantages to the “comply or explain” approach on which the

Code is based. Its inherent flexibility means that it is possible for us to set more

demanding standards than can be done through hard rules. Experience has shown

that the vast majority of private companies are able to meet these standards, which

can easily be translated to suit the NHS foundation trust model. In addition, requiring

NHS foundation trusts to report to members and patients means that the decision on

whether a trust’s governance is adequate is taken by those in whose interest the

board is required to act.

Comply or explain The provisions of the Code, as best practice advice, do not represent mandatory

guidance and accordingly non-compliance is not in itself a breach of NHS

Foundation Trust Condition 4 of the NHS provider licence (also known as the

Governance condition). However, trusts should note the relevant statutory

requirements that we have highlighted within the Code.

Good governance is an important tool for ensuring the quality of care. Some trusts

may decide that the provisions are disproportionate or less relevant in their case.

Such trusts may still consider that it would be appropriate to adopt the approach in

the Code, and it is recognised that departure from the specific provisions of the Code

may be justified in particular circumstances. All NHS foundation trusts are

encouraged to take account of the best practice provisions described in this Code.

Reasons for non-compliance with the Code should be explained. This “comply or

explain” approach has been in successful operation for at least the last 15 years in

the private sector and is not new to the NHS foundation trust sector. In providing an

explanation for non-compliance, the NHS foundation trust should aim to illustrate

how its actual practices are consistent with the principle to which the particular

provision relates. It should set out the background, provide a clear rationale, and

describe any mitigating actions it is taking to address any risks and maintain

conformity with the relevant principle. Where deviation from a particular provision is

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intended to be limited in time, the explanation should indicate when the NHS

foundation trust expects to conform to the provision. Satisfactory engagement between the board of directors, the council of governors,

members and patients is crucial to the effectiveness of NHS foundation trusts’

corporate governance approach. Directors and governors both have a responsibility

for ensuring that “comply or explain” remains an effective alternative to a rules-based

system and a key aspect of this is ensuring improved interaction between directors,

governors, members and – crucially – patients, communities and the public.

Behaviours In this NHS Foundation Trust Code of Governance, we set out best practice

principles and structures and processes (through the Code’s provisions), but

ultimately only directors and governors can demonstrate and promote the effective

board behaviour that is needed to guarantee good corporate governance in practice.

The achievement of good governance requires continuing and determined effort and

boards have opportunities within the framework of the Code to decide themselves

how they should act. It is therefore incumbent on boards to think deeply, thoroughly

and on an ongoing basis about their overall tasks and the implications of this for the

roles of their individual members.

NHS foundation trust governors should also be mindful of the principles of the Code

and the disclosures that the board is making as part of their role in holding the non-

executives to account.

Disclosure requirements To meet the requirements of “comply or explain” each trust must comply with each of

the provisions of the code (which in some cases will require a statement or

information to be required in the annual report) or, where appropriate, explain in

each case why the trust has departed from the Code. In addition, to help us verify that the right behaviours and approach are in place

where a trust opts not to comply with a provision, the trust must explain how its

approach still reflects the principles of the Code relating to that provision. The form

and content of this part of the statement are not prescribed, the intention being that

trusts should have a free hand to explain their governance policies in the light of the

principles, including any special circumstances applying to them which have led to a

particular approach.

It is important to note that:

• a comprehensive list of the provisions to which “comply or explain” applies,

are clearly stated in Schedule A to this document;

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• we have clearly noted throughout the document and in Schedule A where a

provision may be statutory as a result of other legislation and therefore where

compliance is mandatory;

• although in some cases disclosures may be contained elsewhere in the

annual reporting documentation, a statement for the Code is required which

includes everything listed in Schedule A. Where information would be

duplicated, trusts need only provide a clear reference to the location of the

information within the annual report; and

• a completed set of disclosures as per Schedule A should be included within a trust’s annual report.

1.4.2 How does the Code fit with other Monitor requirements?

Although compliance with the provisions in this Code is on a “comply or explain”

basis, we have included and clearly identified any relevant statutory requirements

that fit closely with the Code. In the first instance, boards, directors and governors

should ensure they are meeting the specific governance requirements described in

the Health and Social Care Act 2012 and subsequently set out in The new NHS

provider licence and Risk assessment framework. These are concerned with issues

such as continuity of services, which is vital for effective patient care. In the list of

disclosure requirements in Schedule A, we have clearly highlighted any provisions

which are required as a result of legislation or other regulatory obligations.

It is important to note that as a result of NHS Foundation Trust Condition 4 of the

NHS provider licence, trusts must also now provide a “forward looking governance

statement” in the form of the corporate governance statement submitted during the

annual planning round. Any issues that are raised at this forward plan stage can then

be discussed to identify how they can be mitigated in advance of any breach taking

place. However, any issues not identified and subsequently arising can be used as

evidence of self-certification failure.

In addition to the corporate governance statement mentioned above, this Code sits

alongside a number of other Monitor reporting requirements which relate to

governance but do not conflict or connect with the Code. The Code also includes

references to other Monitor publications, which focus on audit and on internal

control:

NHS Foundation Trust Annual Reporting Manual;1

Audit Code for NHS Foundation Trusts.

1 This is updated on a yearly basis and made available on our website.

http://www.monitor-nhsft.gov.uk/home/news-events-publications/our-publications/browse-category/guidance-health-care-providers-and-commissioners/licensing-provid



http://www.monitor-nhsft.gov.uk/home/news-events-publications/our-publications/browse-category/guidance-health-care-providers-and-commissioners/licensing-provi-

http://www.monitor-nhsft.gov.uk/home/our-publications/browse-category/guidance-foundation-trusts/mandatory-guidance/audit-code-nhs-f

http://www.monitor.gov.uk/

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For clarity, we have provided a detailed explanation of how the different

requirements sit together and the purpose of each in Appendix C.

1.4.3 How will Monitor use the Code? We will continue to oversee the effectiveness and applicability of the Code and

develop it, in consultation with NHS foundation trusts where appropriate, as best

practice both in the sector and outside of the sector evolves. We will also continue to

ensure that any relevant changes or recommendations in the wider regulatory

framework are reflected in updates to the Code and vice versa. Regarding

disclosures made by trusts in respect of the Code, we will monitor widespread areas

of non-compliance in more detail to assess whether there is evidence of systemic

variation from the Code so that we can understand the reasons for that variation. In

all cases, our activity will be dictated by our primary duty to patients.

As we noted above, NHS foundation trusts should also take note of the new Risk

assessment framework (which came into effect on 1 October 2013), which sets out

in detail our approach to overseeing NHS foundation trusts’ compliance with the

governance requirement of their provider licence. This includes important information

about the board leadership and governance framework (which are also referenced in

B.6.2. of this document).

1.4.4 Further information NHS foundation trusts may also find it useful to consult other available guidance and

sources of best practice about governance of public bodies and the NHS. In

particular, the following publications are likely to be of use when considered

alongside the Code:

Your statutory duties: A reference guide for NHS foundation trust governors

Director-governor interaction in NHS foundation trusts: A best practice guide

for boards of directors

The Healthy NHS Board 2013 – Principles for Good Governance

In addition, leadership and governance in the public sector, and specifically in the

NHS, is the subject of several reports, which might also be of interest:

Healthcare Leadership Model is the result of recent work by the NHS

Leadership Academy to set out the nine dimensions of leadership behaviour.

The Nolan Principles covers in detail the standards of behaviour and

principles in public life with particular focus on appointment on merit, with an

independent element on all selection panels recommended as the way

forward for public bodies.





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Board Governance Essentials: A Guide for Chairs and Boards of Public

Bodies developed by CIPFA (the Chartered Institute of Public Finance

Accountants), this guide provides chairs and board members advice on the

roles that they perform.

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The main principles of the Code

Section A: Leadership Every NHS foundation trust should be headed by an effective board of directors. The

board is collectively responsible for the performance of the NHS foundation trust.

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 organisation so as to maximise the

benefits for the members of the trust as a whole and for the public.

There should be a clear division of responsibilities at the head of the NHS foundation

trust between the chairing of the boards of directors and the council of governors,

and the executive responsibility for the running of the NHS foundation trust’s affairs.

No one individual should have unfettered powers of decision.

The chairperson is responsible for leadership of the board of directors and the

council of governors, ensuring their effectiveness on all aspects of their role and

leading on setting the agenda for meetings.

As part of their role as members of a unitary board, non-executive directors should

constructively challenge and help develop proposals on strategy. Non-executive

directors should also promote the functioning of the board as a unitary board.

The council of governors has a statutory duty to hold the non-executive directors

individually and collectively to account for the performance of the board of directors.

This includes ensuring the board of directors acts so that the foundation trust does

not breach the conditions of its licence. It remains the responsibility of the board of

directors to design and then implement agreed priorities, objectives and the overall

strategy of the NHS foundation trust.

The council of governors is responsible for representing the interests of NHS

foundation trust members and the public in the governance of the NHS foundation

trust. Governors must act in the best interests of the NHS foundation trust and

should adhere to its values and code of conduct.

Governors are responsible for regularly feeding back information about the trust, its

vision and its performance to members and the public and the stakeholder

organisations that either elected or appointed them. The trust should ensure

governors have appropriate support to help them discharge this duty.

13

Section B: Effectiveness The board of directors and its committees should have the appropriate balance of

skills, experience, independence and knowledge of the NHS foundation trust to

enable them to discharge their respective duties and responsibilities effectively.

There should be a formal, rigorous and transparent procedure for the appointment of

new directors to the board. Directors of NHS foundation trusts must be “fit and

proper” to meet the requirements of the general conditions of the provider licence.

All directors should be able to allocate sufficient time to the NHS foundation trust to

discharge their responsibilities effectively.

All directors and governors should receive appropriate induction on joining the board

of directors or the council of governors and should regularly update and refresh their

skills and knowledge. Both directors and governors should make every effort to

participate in training that is offered.

The board of directors and the council of governors should be supplied in a timely

manner with relevant information in a form and of a quality appropriate to enable

them to discharge their respective duties. Statutory requirements on the provision of

information from the board of directors to the council of governors are provided in

Your statutory duties: A reference guide for NHS foundation trust governors.

The board of directors should undertake a formal and rigorous annual evaluation of

its own performance and that of its committees and individual directors.

The outcomes of the evaluation of the executive directors should be reported to the

board of directors. The chair should take the lead on the evaluation of the executive

directors.

The council of governors, which is responsible for the appointment and re-

appointment of non-executive directors, should take the lead on agreeing a process

for the evaluation of the chairperson and the non-executives, with the chairperson

and the non-executives. The outcomes of the evaluation of the non-executive

directors should be agreed with them by the chairperson. The outcomes of the

evaluation of the chairperson should be agreed by him or her with the senior

independent director. The outcomes of the evaluation of the non-executive directors

and the chairperson should be reported to the governors. The governors should bear

in mind that it may be desirable to use the senior independent director to lead the

evaluation of the chairperson.

The council of governors should assess its own collective performance and its

impact on the NHS foundation trust.

All non-executive directors and elected governors should be submitted for re-

appointment or re-election at regular intervals. The performance of executive

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directors of the board should be subject to regular appraisal and review. The council

of governors should ensure planned and progressive refreshing of the non-executive

directors.

The board of directors is responsible for ensuring ongoing compliance by the NHS

foundation trust with its licence, its constitution, mandatory guidance issued by

Monitor, relevant statutory requirements and contractual obligations. In so doing, it

should ensure it retains the necessary skills within its board and directors, and works

with the council of governors to ensure there is appropriate succession planning.

Section C: Accountability The board of directors should present a fair, balanced and understandable

assessment of the NHS foundation trust’s position and prospects. The board of directors is responsible for determining the nature and extent of the

significant risks it is willing to take in achieving its strategic objectives. The board

should maintain sound risk management systems.

The board of directors should maintain a sound system of internal control to

safeguard patient safety, public and private investment, the NHS foundation trust’s

assets, and service quality. The board should report on internal control through the

Annual Governance Statement (formerly the Statement on Internal Control) in the

annual report.

The board of directors should establish formal and transparent arrangements for

considering how they should apply the corporate reporting and risk management and

internal control principles and for maintaining an appropriate relationship with the

NHS foundation trust’s auditors.

Section D: Director remuneration Levels of remuneration should be sufficient to attract, retain and motivate directors of

quality, and with the skills and experience required to lead the NHS foundation trust

successfully, but an NHS foundation trust should avoid paying more than is

necessary for this purpose and should consider all relevant and current directions

relating to contractual benefits such as pay and redundancy entitlements.

There should be a formal and transparent procedure for developing policy on

executive remuneration and for fixing the remuneration packages of individual

directors. No director should be involved in deciding his or her own remuneration.

Section E: Relations with stakeholders The board of directors should appropriately consult and involve members, patients

and the local community.

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The council of governors must represent the interests of trust members and the

public.

Notwithstanding the complementary role of the governors in this consultation, the

board of directors as a whole has responsibility for ensuring that regular and open

dialogue with its stakeholders takes place.

The board of directors is responsible for ensuring that the NHS foundation trust co-

operates with other NHS bodies, local authorities and other relevant organisations

with an interest in the local health economy.

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Section A: Leadership

A.1 The role of the board of directors Main principles

A.1.a. Every NHS foundation trust should be headed by an effective board of

directors. The board is collectively responsible for the performance of the NHS

foundation trust.

A.1.b. 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 organisation so as to maximise the

benefits for the members of the trust as a whole and for the public.

Supporting principles A.1.c The role of the board of directors is to provide entrepreneurial leadership of the

NHS foundation trust within a framework of prudent and effective controls, which

enables risk to be assessed and managed.

A.1.d The board of directors is responsible for ensuring compliance by the NHS

foundation trust with its licence, its constitution, mandatory guidance issued by

Monitor, relevant statutory requirements and contractual obligations.

A.1.e The board of directors should develop and articulate a clear “vision” for the

trust. This should be a formally agreed statement of the organisation’s purpose and

intended outcomes which can be used as a basis for the organisation’s overall

strategy, planning and other decisions.

A.1.f The board of directors should set the NHS foundation trust’s strategic aims at

least annually taking into consideration the views of the council of governors,

ensuring that the necessary financial and human resources are in place for the NHS

foundation trust to meet its priorities and objectives and, then, periodically reviewing

progress and management performance.

A.1.g The board of directors as a whole is responsible for ensuring the quality and

safety of health care services, education, training and research delivered by the NHS

foundation trust and applying the principles and standards of clinical governance set

out by the Department of Health (DH), NHS England, the Care Quality Commission

(CQC) and other relevant NHS bodies.

A.1.h The board of directors should also ensure that the NHS foundation trust

functions effectively, efficiently and economically.

A.1.i The board of directors should set the NHS foundation trust’s vision, values and

standards of conduct and ensure that its obligations to its members are understood,

clearly communicated and met.

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A.1.j All directors must take decisions objectively in the best interests of the NHS

foundation trust and avoid conflicts of interest. A.1.k All members of the board of directors have joint responsibility for every

decision of the board regardless of their individual skills or status. This does not

impact upon the particular responsibilities of the chief executive as the accounting

officer.

A.1.l All directors, executive and non-executive, have a responsibility to

constructively challenge during board discussions and help develop proposals on

priorities, risk mitigation, values, standards and strategy.

A.1.m As part of their role as members of a unitary board, all directors have a duty to

ensure appropriate challenge is made. In particular, non-executive directors should

scrutinise the performance of the executive management in meeting agreed goals

and objectives, receive adequate information and monitor the reporting of

performance. They should satisfy themselves as to the integrity of financial, clinical

and other information, and make sure that financial and clinical quality controls, and

systems of risk management and governance, are robust and implemented.

Non-executive directors are responsible for determining appropriate levels of

remuneration of executive directors and have a prime role in appointing and, where

necessary, removing executive directors, and in succession planning.

Code provisions A.1.1.The board of directors should meet sufficiently regularly to discharge its duties

effectively. There should be a schedule of matters specifically reserved for its

decision. The schedule of matters reserved for the board of directors should include

a clear statement detailing the roles and responsibilities of the council of governors

(as described in A.5). This statement should also describe how any disagreements

between the council of governors and the board of directors will be resolved. The

annual report should include this schedule of matters or a summary statement of

how the board of directors and the council of governors operate, including a

summary of the types of decisions to be taken by each of the boards and which are

delegated to the executive management of the board of directors. These

arrangements should be kept under review at least annually.

A.1.2. The annual report should identify the chairperson, the deputy chairperson

(where there is one), the chief executive, the senior independent director (see A.4.1)

and the chairperson and members of the nominations, audit and remuneration

committees. It should also set out the number of meetings of the board and those

committees and individual attendance by directors.

A.1.3. The board of directors should make available a statement of the objectives of

the NHS foundation trust showing how it intends to balance the interests of patients,

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the local community and other stakeholders, and use this as the basis for its

decision-making and forward planning.

A.1.4. The board of directors should ensure that adequate systems and processes

are maintained to measure and monitor the NHS foundation trust’s effectiveness,

efficiency and economy as well as the quality of its health care delivery. The board

should regularly review the performance of the NHS foundation trust in these areas

against regulatory and contractual obligations, and approved plans and objectives.

A.1.5 The board of directors should ensure that relevant metrics, measures,

milestones and accountabilities are developed and agreed so as to understand and

assess progress and delivery of performance. Where appropriate and, in particular,

in high risk or complex areas, independent advice, for example, from the internal

audit function, should be commissioned by the board of directors to provide an

adequate and reliable level of assurance.

A.1.6. The board of directors should report on its approach to clinical governance and

its plan for the improvement of clinical quality in accordance with guidance set out by

the DH, NHS England, the CQC and Monitor. The board should record where, within

the structure of the organisation, consideration of clinical governance matters occurs.

A.1.7. The chief executive as the accounting officer should follow the procedure set

out by Monitor for advising the board of directors and the council of governors and

for recording and submitting objections to decisions considered or taken by the

board of directors in matters of propriety or regularity, and on issues relating to the

wider responsibilities of the accounting officer for economy, efficiency and

effectiveness.

A.1.8. The board of directors should establish the constitution and standards of

conduct for the NHS foundation trust and its staff in accordance with NHS values

and accepted standards of behaviour in public life, which includes the principles of

selflessness, integrity, objectivity, accountability, openness, honesty and leadership

(The Nolan Principles).

A.1.9. The board of directors should operate a code of conduct that builds on the

values of the NHS foundation trust and reflect high standards of probity and

responsibility. The board of directors should follow a policy of openness and

transparency in its proceedings and decision-making unless this is in conflict with a

need to protect the wider interests of the public or the NHS foundation trust

(including commercial-in-confidence matters) and make clear how potential conflicts

of interest are dealt with.

A.1.10.The NHS foundation trust should arrange appropriate insurance to cover the

risk of legal action against its directors. Assuming the governors have acted in good

faith and in accordance with their duties, and proper process has been followed, the

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potential for liability for the council should be negligible. Governors may have the

benefit of an indemnity and/or insurance from the trust. While there is no legal

requirement for trusts to provide an indemnity or insurance for governors to cover

their service on the council of governors, where an indemnity or insurance policy is

given, this can be detailed in the trust’s constitution.

A.2 Division of responsibilities Main principle

A.2.a There should be a clear division of responsibilities at the head of the NHS

foundation trust between the chairing of the boards of directors and the council of

governors, and the executive responsibility for the running of the NHS foundation

trust’s affairs. No one individual should have unfettered powers of decision.

Code provisions A.2.1. The division of responsibilities between the chairperson and chief executive

should be clearly established, set out in writing and agreed by the board of directors.

Relevant statutory requirements A.2.2.The roles of chairperson and chief executive must not be undertaken by the

same individual.

A.3 The chairperson Main principle

A.3.a The chairperson is responsible for leadership of the board of directors and the

council of governors, ensuring their effectiveness on all aspects of their role and

leading on setting the agenda for meetings.

Supporting principles A.3.b The chairperson is responsible for leading on setting the agenda for the board

of directors and the council of governors and ensuring that adequate time is

available for discussion of all agenda items, in particular strategic issues.

A.3.c The chairperson is responsible for ensuring that the board and council work

together effectively.

A.3.d The chairperson is also responsible for ensuring that directors and governors receive accurate, timely and clear information which enables them to perform their duties effectively. The chairperson should take steps to ensure that governors have the skills and knowledge they require to undertake their role.

A.3.e The chairperson should promote effective and open communication with

patients, service users, members, staff, the public and other stakeholders.

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A.3.f The chairperson should also promote a culture of openness and debate by

facilitating the effective contribution of non-executive directors, in particular and

ensuring constructive relations between executive and non-executive directors.

Code provision A.3.1. The chairperson should, on appointment by the council of governors, meet the

independence criteria set out in B.1.1. A chief executive should not go on to be the

chairperson of the same NHS foundation trust.

A.4 Non-executive directors Main principle

A.4.a As part of their role as members of a unitary board, non-executive directors

should constructively challenge and help develop proposals on strategy. Non-

executive directors should also promote the functioning of the board as a unitary

board.

Supporting principles A.4.b Non-executive directors should scrutinise the performance of management in

meeting agreed goals and objectives, and monitor the reporting of performance.

They should satisfy themselves on the integrity of financial information and that

financial controls and systems of risk management are robust and defensible. They

are responsible for determining appropriate levels of remuneration of executive

directors and have a prime role in appointing, and where necessary, removing

executive directors, and in succession planning.

Code provisions A.4.1.In consultation with the council of governors, the board should appoint one of

the independent non-executive directors to be the senior independent director to

provide a sounding board for the chairperson and to serve as an intermediary for the

other directors when necessary. The senior independent director should be available

to governors if they have concerns that contact through the normal channels of

chairperson, chief executive, finance director or trust secretary has failed to resolve,

or for which such contact is inappropriate. The senior independent director could be

the deputy chairperson.

A.4.2. The chairperson should hold meetings with the non-executive directors without

the executives present. Led by the senior independent director, the non- executive

directors should meet without the chairperson present, at least annually, to appraise

the chairperson’s performance, and on other such occasions as are

deemed appropriate. A.4.3. Where directors have concerns that cannot be resolved about the running of

the NHS foundation trust or a proposed action, they should ensure that their

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concerns are recorded in the board minutes. On resignation, a director should

provide a written statement to the chairperson for circulation to the board, if they

have any such concerns.

A.5 Governors The 2012 Act made significant changes to the powers of, and obligations upon,

governors of NHS foundation trusts. Monitor has described in this section of the

Code those areas of the governors’ role that are relevant and which NHS foundation

trusts may find helpful.

In addition, in August 2013, Monitor published a separate document which examines

how governors can deliver their duties: Your statutory duties: A reference guide for

NHS foundation trust governors.

Main principles A.5.a The council of governors has a duty to hold the non-executive directors

individually and collectively to account for the performance of the board of directors.

This includes ensuring the board of directors acts so that the foundation trust does

not breach the conditions of its licence. It remains the responsibility of the board of

directors to design and then implement agreed priorities, objectives and the overall

strategy of the NHS foundation trust.

A.5.b The council of governors is responsible for representing the interests of NHS

foundation trust members and the public and staff in the governance of the NHS

foundation trust. Governors must act in the best interests of the NHS foundation trust

and should adhere to its values and code of conduct.

A.5.c Governors are responsible for regularly feeding back information about the

trust, its vision and its performance to members and the public and the stakeholder

organisations that either elected or appointed them. The trust should ensure

governors have appropriate support to help them discharge this duty.

Supporting principles A.5.d Governors should discuss and agree with the board of directors how they will

undertake these and any other additional roles, giving due consideration to the

circumstances of the NHS foundation trust and the needs of the local community and

emerging best practice.

A.5.e Governors should work closely with the board of directors and must be

presented with, for consideration, the annual report and accounts and the annual

plan at a general meeting. The governors must be consulted on the development of

forward plans for the trust and any significant changes to the delivery of the trust's

business plan.



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A.5.f Governors should use their voting rights (including those described in A.5.14

and A.5.15) to hold the non-executive directors individually and collectively to

account and act in the best interest of patients, members and the public. If the

council of governors does withhold consent for a major decision, it must justify its

reasons to the chair and the other non-executive directors, bearing in mind that its

decision is likely to have a range of consequences for the NHS foundation trust. The

council of governors should take care to ensure that reasons are considered, factual

and within the spirit of the Nolan principles.

Code provisions A.5.1. The council of governors should meet sufficiently regularly to discharge its

duties. Typically the council of governors would be expected to meet as a full council

at least four times a year. Governors should, where practicable, make every effort to

attend the meetings of the council of governors. The NHS foundation trust should

take appropriate steps to facilitate attendance.

A.5.2. The council of governors should not be so large as to be unwieldy. The

council of governors should be of sufficient size for the requirements of its duties.

The roles, structure, composition, and procedures of the council of governors should

be reviewed regularly as described in provision B.6.5.

A.5.3. The annual report should identify the members of the council of governors,

including a description of the constituency or organisation that they represent,

whether they were elected or appointed, and the duration of their appointments.

The annual report should also identify the nominated lead governor. A record

should be kept of the number of meetings of the council and the attendance of

individual governors and it should be made available to members on

request. A.5.4.The roles and responsibilities of the council of governors should be set out

in a written document. This statement should include a clear explanation of the

responsibilities of the council of governors towards members and other

stakeholders and how governors will seek their views and keep them informed.

A.5.5. The chairperson is responsible for leadership of both the board of directors

and the council of governors (see A.3) but the governors also have a responsibility to

make the arrangements work and should take the lead in inviting the chief executive

to their meetings and inviting attendance by other executives and non-executives, as

appropriate. In these meetings other members of the council of governors may raise

questions of the chairperson or his/her deputy, or any other relevant director present

at the meeting about the affairs of the NHS foundation trust.

A.5.6. The council of governors should establish a policy for engagement with the

board of directors for those circumstances when they have concerns about the

performance of the board of directors, compliance with the new provider licence or

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other matters related to the overall wellbeing of the NHS foundation trust. The

council of governors should input into the board’s appointment of a senior

independent director (see A.4.1).

A.5.7. The council of governors should ensure its interaction and relationship with the board of directors is appropriate and effective. In particular, by agreeing the availability and timely communication of relevant information, discussion and the setting in advance of meeting agendas and, where possible, using clear, unambiguous language.

A.5.8. The council of governors should only exercise its power to remove the

chairperson or any non-executive directors after exhausting all means of

engagement with the board of directors. The council should raise any issues with

the chairperson with the senior independent director in the first instance.

A.5.9. The council of governors should receive and consider other appropriate

information required to enable it to discharge its duties, for example clinical

statistical data and operational data.

Relevant statutory requirements A.5.10 The council of governors has a statutory duty to hold the non-executive

directors individually and collectively to account for the performance of the board of

directors.

A.5.11. The 2006 Act, as amended, gives the council of governors a statutory

requirement to receive the following documents. These documents should be

provided in the annual report as per the NHS Foundation Trust Annual Reporting

Manual:

(a) the annual accounts;

(b) any report of the auditor on them; and

(c) the annual report. A.5.12 The directors must provide governors with an agenda prior to any meeting of

the board, and a copy of the approved minutes as soon as is practicable afterwards.

There is no legal basis on which the minutes of private sessions of board meetings

should be exempted from being shared with the governors. In practice, it may be

necessary to redact some information, for example, for data protection or

commercial reasons. Governors should respect the confidentiality of these

documents.

A.5.13 The council of governors may require one or more of the directors to attend a

meeting to obtain information about performance of the trust’s functions or the

directors’ performance of their duties, and to help the council of governors to decide

whether to propose a vote on the trust’s or directors’ performance.

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A.5.14 Governors have the right to refer a question to the independent panel for

advising governors. More than 50% of governors who vote must approve this

referral. The council should ensure dialogue with the board of directors takes place

before considering such a referral, as it may be possible to resolve questions in this

way.

A.5.15. Governors should use their new rights and voting powers from the 2012 Act

to represent the interests of members and the public on major decisions taken by

the board of directors. These new voting powers require:

• More than half of the members of the board of directors who vote and more

than half of the members of the council of governors who vote to approve a

change to the constitution of the NHS foundation trust.

• More than half of governors who vote to approve a significant transaction.

• More than half of all governors to approve an application by a trust for a

merger, acquisition, separation or dissolution.

• More than half of governors who vote, to approve any proposal to increase

the proportion of the trust’s income earned from non-NHS work by 5% a year

or more. For example, governors will be required to vote where an NHS

foundation trust plans to increase its non-NHS income from 2% to 7% or

more of the trust’s total income.

• Governors to determine together whether the trust’s non-NHS work will

significantly interfere with the trust’s principal purpose, which is to provide

goods and services for the health service in England, or its ability to perform

its other functions.

NHS foundation trusts are permitted to decide themselves what constitutes a

“significant transaction” and may choose to set out the definition(s) in the trust’s

constitution. Alternatively, with the agreement of the governors, trusts may choose

not to give a definition, but this would need to be stated in the constitution.

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Section B: Effectiveness

B.1 The composition of the board Main principle

B.1.a The board of directors and its committees should have the appropriate balance

of skills, experience, independence and knowledge of the NHS foundation trust to

enable them to discharge their respective duties and responsibilities effectively.

Supporting principles B.1.b The board of directors should be of sufficient size that the requirements of the

organisation can be met and that changes to the board’s composition and that of its

committees can be managed without undue disruption, and should not be so large

as to be unwieldy.

B.1.c The board of directors should include an appropriate combination of executive

and non-executive directors (and in particular, independent non-executive directors)

such that no individual or small group of individuals can dominate the board’s

decision taking.

B.1.d All directors should be able to exercise one full vote, with the chairperson

having a second or casting vote on occasions where voting is tied.

B.1.e The value of ensuring that committee membership is refreshed and that undue

reliance is not placed on particular individuals should be taken into account in

deciding chairpersonship and the membership of committees. The value of

appointing a non-executive director with a clinical background to the board of

directors should be taken into account by the council of governors.

B.1.f Only the committee chairperson and committee members are entitled to be

present at meetings of the nominations, audit or remuneration committees, but

others may attend by invitation of the particular committee.

Code provisions B.1.1. The board of directors should identify in the annual report each non-executive

director it considers to be independent. The board should determine whether the

director is independent in character and judgement and whether there are

relationships or circumstances which are likely to affect, or could appear to affect,

the director’s judgement. The board of directors should state its reasons if it

determines that a director is independent despite the existence of relationships or

26

circumstances which may appear relevant to its determination, including if the

director:

• has been an employee of the NHS foundation trust within the last five years;

• has, or has had within the last three years, a material business relationship

with the NHS foundation trust either directly, or as a partner, shareholder,

director or senior employee of a body that has such a relationship with the

NHS foundation trust;

• has received or receives additional remuneration from the NHS foundation

trust apart from a director’s fee, participates in the NHS foundation trust’s

performance-related pay scheme, or is a member of the NHS foundation

trust’s pension scheme;

• has close family ties with any of the NHS foundation trust’s advisers, directors

or senior employees;

• holds cross-directorships or has significant links with other directors through

involvement in other companies or bodies;

• has served on the board of the NHS foundation trust for more than six years

from the date of their first appointment; or

• is an appointed representative of the NHS foundation trust’s university

medical or dental school. B.1.2. At least half the board of directors, excluding the chairperson, should

comprise non-executive directors determined by the board to be independent.

B.1.3. No individual should hold, at the same time, positions of director and governor

of any NHS foundation trust.

B.1.4. The board of directors should include in its annual report a description of each

director’s skills, expertise and experience. Alongside this, in the annual report, the

board should make a clear statement about its own balance, completeness and

appropriateness to the requirements of the NHS foundation trust. Both statements

should also be available on the NHS foundation trust’s website.

B.2 Appointments to the board Main principle

B.2.a There should be a formal, rigorous and transparent procedure for the

appointment of new directors to the board. Directors of NHS foundation trusts

must be “fit and proper” to meet the requirements of the general conditions of the

provider licence.

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Supporting principles B.2.b The search for candidates for the board of directors should be conducted, and

appointments made, on merit, against objective criteria and with due regard for the

benefits of diversity on the board and the requirements of the trust.

B.2.c The board of directors and the council of governors should also satisfy

themselves that plans are in place for orderly succession for appointments to the

board, so as to maintain an appropriate balance of skills and experience within the

NHS foundation trust and on the board.

Code provisions B.2.1. The nominations committee or committees, with external advice as

appropriate, are responsible for the identification and nomination of executive and

non-executive directors. The nominations committee should give full consideration to

succession planning, taking into account the future challenges, risks and

opportunities facing the NHS foundation trust and the skills and expertise required

within the board of directors to meet them.

B.2.2. Directors on the board of directors and governors on the council of governors

should meet the “fit and proper” persons test described in the provider licence. For

the purpose of the licence and application criteria, “fit and proper” persons are

defined as those without certain recent criminal convictions and director

disqualifications, and those who are not bankrupt (undischarged). Trusts should

also abide by the updated guidance from the CQC regarding appointments to

senior positions in organisations subject to CQC regulations.

B.2.3. There may be one or two nominations committees. If there are two

committees, one will be responsible for considering nominations for executive

directors and the other for non-executive directors (including the chairperson). The

nominations committee(s) should regularly review the structure, size and

composition of the board of directors and make recommendations for changes where

appropriate. In particular, the nominations committee(s) should evaluate, at least

annually, the balance of skills, knowledge and experience on the board of directors

and, in the light of this evaluation, prepare a description of the role and capabilities

required for appointment of both executive and non-executive directors, including the

chairperson.

B.2.4. The chairperson or an independent non-executive director should chair the

nominations committee(s). At the discretion of the committee, a governor can

chair the committee in the case of appointments of non-executive directors or the

chairman.

B.2.5. The governors should agree with the nominations committee a clear process

for the nomination of a new chairperson and non-executive directors. Once suitable

candidates have been identified the nominations committee should make

recommendations to the council of governors.

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B.2.6. Where an NHS foundation trust has two nominations committees, the

nominations committee responsible for the appointment of non-executive directors

should consist of a majority of governors. If only one nominations committee exists,

when nominations for non-executives, including the appointment of a chairperson or

a deputy chairperson, are being discussed, there should be a majority of governors

on the committee and also a majority governor representation on the interview panel. B.2.7. When considering the appointment of non-executive directors, the council of

governors should take into account the views of the board of directors and the

nominations committee on the qualifications, skills and experience required for each

position.

B.2.8. The annual report should describe the process followed by the council of

governors in relation to appointments of the chairperson and non-executive directors.

B.2.9. An independent external adviser should not be a member of or have a vote on

the nominations committee(s).

B.2.10. A separate section of the annual report should describe the work of the

nominations committee(s), including the process it has used in relation to board

appointments. The main role and responsibilities of the nominations committee

should be set out in publicly available, written terms of reference.

Relevant statutory requirements B.2.11. It is a requirement of the 2006 Act that the chairperson, the other

non- executive directors and – except in the case of the appointment of a chief

executive – the chief executive, are responsible for deciding the appointment of

executive directors. The nominations committee with responsibility for executive

director nominations should identify suitable candidates to fill executive director

vacancies as they arise and make recommendations to the chairperson, the other

non-executives directors and, except in the case of the appointment of a chief

executive, the chief executive.

B.2.12. It is for the non-executive directors to appoint and remove the chief

executive. The appointment of a chief executive requires the approval of the council

of governors.

B.2.13 The governors are responsible at a general meeting for the appointment, re-

appointment and removal of the chairperson and the other non-executive directors.

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B.3 Commitment Main principle

B.3.a All directors should be able to allocate sufficient time to the NHS foundation

trust to discharge their responsibilities effectively.

Code provisions B.3.1. For the appointment of a chairperson, the nominations committee should

prepare a job specification defining the role and capabilities required including an

assessment of the time commitment expected, recognising the need for availability in

the event of emergencies. A chairperson’s other significant commitments should be

disclosed to the council of governors before appointment and included in the annual

report. Changes to such commitments should be reported to the council of governors

as they arise, and included in the next annual report. No individual, simultaneously

whilst being a chairperson of an NHS foundation trust, should be the substantive

chairperson of another NHS foundation trust.

B.3.2.The terms and conditions of appointment of non-executive directors should be

made available to the council of governors. The letter of appointment should set out

the expected time commitment. Non-executive directors should undertake that they

will have sufficient time to meet what is expected of them. Their other significant

commitments should be disclosed to the council of governors before appointment,

with a broad indication of the time involved and the council of governors should be

informed of subsequent changes.

B.3.3. The board of directors should not agree to a full-time executive director taking

on more than one non-executive directorship of an NHS foundation trust or another

organisation of comparable size and complexity, nor the chairpersonship of such an

organisation.

B.4 Development Main principle

B.4.a All directors and governors should receive appropriate induction on joining the

board of directors or the council of governors and should regularly update and

refresh their skills and knowledge. Both directors and governors should make every

effort to participate in training that is offered.

Supporting principles B.4.b The chairperson should ensure that directors and governors continually update

their skills, knowledge and familiarity with the NHS foundation trust and its

obligations to fulfil their role both on the board, the council of governors and on

committees. The NHS foundation trust should provide the necessary resources for

30

developing and updating its directors’ and governors’ skills, knowledge and

capabilities.

B.4.c To function effectively, all directors need appropriate knowledge of the NHS

foundation trust and access to its operations and staff. Code provisions

B.4.1. The chairperson should ensure that new directors and governors receive a full

and tailored induction on joining the board or the council of governors. As part of this,

directors should seek out opportunities to engage with stakeholders, including

patients, clinicians and other staff. Directors should also have access, at the NHS

foundation trust’s expense, to training courses and/or materials that are consistent

with their individual and collective development programme.

B.4.2. The chairperson should regularly review and agree with each director their

training and development needs as they relate to their role on the board.

Relevant statutory requirements B.4.3 The board has a duty to take steps to ensure that governors are equipped with

the skills and knowledge they need to discharge their duties appropriately.

B.5 Information and support Main principle

B.5.a The board of directors and the council of governors should be supplied in a

timely manner with relevant information in a form and of a quality appropriate to

enable them to discharge their respective duties. Statutory requirements on the

provision of information from the board of directors to the council of governors are

provided in Your statutory duties: A reference guide for NHS foundation trust

governors.

Supporting principles B.5.b The chairperson is responsible for ensuring that directors and governors

receive accurate, timely and clear information. Management has an obligation to

provide such information but directors and governors should seek clarification or

detail where necessary.

B.5.c The responsibilities of the chairperson include ensuring good information flows

across the board, the council of governors and their committees, between directors

and governors, and between senior management and non-executive directors, as

well as facilitating appropriate induction and assisting with professional development

as required.



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Code provisions B.5.1. The board of directors and the council of governors should be provided with

high-quality information appropriate to their respective functions and relevant to the

decisions they have to make. The board of directors and the council of governors

should agree their respective information needs with the executive directors through

the chairperson. The information for the boards should be concise, objective,

accurate and timely, and it should be accompanied by clear explanations of complex

issues. The board of directors should have complete access to any information about

the NHS foundation trust that it deems necessary to discharge its duties, including

access to senior management and other employees.

B.5.2. The board of directors and in particular non-executive directors, may

reasonably wish to challenge assurances received from the executive management.

They need not seek to appoint a relevant adviser for each and every subject area

that comes before the board of directors, although they should, wherever possible,

ensure that they have sufficient information and understanding to enable challenge

and to take decisions on an informed basis. When complex or high-risk issues arise,

the first course of action should normally be to encourage further and deeper

analysis to be carried out in a timely manner, within the NHS foundation trust. On

occasion, non-executives may reasonably decide that external assurance is

appropriate.

B.5.3. The board should ensure that directors, especially non-executive directors,

have access to the independent professional advice, at the NHS foundation trust’s

expense, where they judge it necessary to discharge their responsibilities as

directors. Decisions to appoint an external adviser should be the collective decision

of the majority of non-executive directors. The availability of independent external

sources of advice should be made clear at the time of appointment.

B.5.4 Committees should be provided with sufficient resources to undertake their

duties. The board of directors should also ensure that the council of governors is

provided with sufficient resources to undertake its duties with such arrangements

agreed in advance.

B.5.5. Non-executive directors should consider whether they are receiving the

necessary information in a timely manner and feel able to raise appropriate

challenge of recommendations of the board, in particular making full use of their

skills and experience gained both as a director of the trust and also in other

leadership roles. They should expect and apply similar standards of care and quality

in their role as a non-executive director of an NHS foundation trust as they would in

other similar roles.

B.5.6. Governors should canvass the opinion of the trust’s members and the public,

and for appointed governors the body they represent, on the NHS foundation trust’s

forward plan, including its objectives, priorities and strategy, and their views should

32

be communicated to the board of directors. The annual report should contain a

statement as to how this requirement has been undertaken and satisfied.

B.5.7. Where appropriate, the board of directors should take account of the views of

the council of governors on the forward plan in a timely manner and communicate to

the council of governors where their views have been incorporated in the NHS

foundation trust’s plans, and, if not, the reasons for this.

Relevant statutory requirements B.5.8 The board of directors must have regard for the views of the council of

governors on the NHS foundation trust’s forward plan.

B.6 Evaluation Main principles

B.6.a The board of directors should undertake a formal and rigorous annual

evaluation of its own performance and that of its committees and individual directors.

B.6.b The outcomes of the evaluation of the executive directors should be reported

to the board of directors. The chief executive should take the lead on the evaluation

of the executive directors.

B.6.c The council of governors, which is responsible for the appointment and re-

appointment of non-executive directors, should take the lead on agreeing a process

for the evaluation of the chairperson and the non-executives, with the chairperson

and the non-executives. The outcomes of the evaluation of the non-executive

directors should be agreed with them by the chairperson. The outcomes of the

evaluation of the chairperson should be agreed by him or her with the senior

independent director. The outcomes of the evaluation of the non-executive directors

and the chairperson should be reported to the governors. The governors should bear

in mind that it may be desirable to use the senior independent director to lead the

evaluation of the chairperson.

B.6.d The council of governors should assess its own collective performance and its

impact on the NHS foundation trust.

Supporting principles B.6.e Evaluation of the board of directors should consider the balance of skills,

experience, independence and knowledge of the NHS foundation trust on the board,

its diversity, including gender, how the board works together as a unit, and other

factors relevant to its effectiveness. This should be reported to the council of

governors with a specific focus on what changes are needed for improvement.

B.6.f Individual evaluation of directors should aim to show whether each director

continues to contribute effectively and to demonstrate commitment and has the

33

relevant skills for the role (including commitment of time for board and committee

meetings and any other duties) going forwards.

B.6.g The chairperson should act on the results of the performance evaluation by

recognising the strengths and addressing the weaknesses of the board, identifying

individual and collective development needs, and, where appropriate, proposing new

members be appointed to the board or seeking the resignation of directors.

B.6.h The focus of the chairperson’s appraisal will be his/her performance as leader

of the board of directors and the council of governors. The appraisal should carefully

consider that performance against pre-defined objectives that support the design and

delivery of the NHS foundation trust’s priorities and strategy described in its forward

plan.

Code provisions B.6.1. The board of directors should state in the annual report how performance

evaluation of the board, its committees, and its directors, including the chairperson,

has been conducted, bearing in mind the desirability for independent assessment,

and the reason why the NHS foundation trust adopted a particular method of

performance evaluation.

B.6.2. Evaluation of the boards of NHS foundations trusts should be externally

facilitated at least every three years. The evaluation needs to be carried out against

the board leadership and governance framework set out by Monitor. The external

facilitator should be identified in the annual report and a statement made as to

whether they have any other connection to the trust.

B.6.3. The senior independent director should lead the performance evaluation of the

chairperson, within a framework agreed by the council of governors and taking into

account the views of directors and governors.

B.6.4. The chairperson, with assistance of the board secretary, if applicable, should

use the performance evaluations as the basis for determining individual and

collective professional development programmes for non-executive directors relevant

to their duties as board members. B.6.5. Led by the chairperson, the council of governors should periodically assess

their collective performance and they should regularly communicate to members and

the public details on how they have discharged their responsibilities, including their

impact and effectiveness on:

holding the non-executive directors individually and collectively to account for

the performance of the board of directors.

communicating with their member constituencies and the public and

transmitting their views to the board of directors; and

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contributing to the development of forward plans of NHS foundation trusts. The council of governors should use this process to review its roles, structure,

composition and procedures, taking into account emerging best practice. Further

information can be found in Monitor’s publication: Your statutory duties: A reference

guide for NHS foundation trust governors.

B.6.6. There should be a clear policy and a fair process, agreed and adopted by the

council of governors, for the removal from the council of any governor who

consistently and unjustifiably fails to attend the meetings of the council of governors

or has an actual or potential conflict of interest which prevents the proper exercise

of their duties. This should be shared with governors. In addition, it may be

appropriate for the process to provide for removal from the council of governors

where behaviours or actions of a governor or group of governors may be

incompatible with the values and behaviours of the NHS foundation trust. Where

there is any disagreement as to whether the proposal for removal is justified, an

independent assessor agreeable to both parties should be requested to consider the

evidence and determine whether the proposed removal is reasonable or otherwise.

B.7 Re-appointment of directors and re-election of governors Main principle

B.7.a All non-executive directors and elected governors should be submitted for re-

appointment or re-election at regular intervals. The performance of executive

directors of the board should be subject to regular appraisal and review. The council

of governors should ensure planned and progressive refreshing of the non-executive

directors.

Code provisions B.7.1. In the case of re-appointment of non-executive directors, the chairperson

should confirm to the governors that following formal performance evaluation, the

performance of the individual proposed for re-appointment continues to be effective

and to demonstrate commitment to the role. Any term beyond six years (eg, two

three-year terms) for a non-executive director should be subject to particularly

rigorous review, and should take into account the need for progressive refreshing of

the board. Non-executive directors may, in exceptional circumstances, serve longer

than six years (eg, two three-year terms following authorisation of the NHS

foundation trust) but this should be subject to annual re-appointment. Serving more

than six years could be relevant to the determination of a non-executive’s

independence.

B.7.2. Elected governors must be subject to re-election by the members of their

constituency at regular intervals not exceeding three years. The names of governors

submitted for election or re-election should be accompanied by sufficient



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biographical details and any other relevant information to enable members to take

an informed decision on their election. This should include prior performance

information. Relevant statutory requirements

B.7.3. Approval by the council of governors of the appointment of a chief executive

should be a subject of the first general meeting after the appointment by a committee

of the chairperson and non-executive directors. All other executive directors should

be appointed by a committee of the chief executive, the chairperson and non-

executive directors.

B.7.4 Non-executive directors, including the chairperson should be appointed by the

council of governors for the specified terms subject to re-appointment thereafter at

intervals of no more than three years and subject to the 2006 Act provisions relating

to removal of a director.

B.7.5 Elected governors must be subject to re-election by the members of their

constituency at regular intervals not exceeding three years.

B.8 Resignation of directors Main principle

B.8.a The board of directors is responsible for ensuring ongoing compliance by the

NHS foundation trust with its licence, its constitution, mandatory guidance issued by

Monitor, relevant statutory requirements and contractual obligations. In so doing, it

should ensure it retains the necessary skills within its board and directors and works

with the council of governors to ensure there is appropriate succession planning.

Code provision B.8.1 The remuneration committee should not agree to an executive member of the

board leaving the employment of an NHS foundation trust, except in accordance with

the terms of their contract of employment, including but not limited to service of their

full notice period and/or material reductions in their time commitment to the role,

without the board first having completed and approved a full risk assessment.

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Section C. Accountability

C.1 Financial, quality and operational reporting

Main principle C.1.a The board of directors should present a fair, balanced and understandable

assessment of the NHS foundation trust’s position and prospects.

Supporting principle C.1.b The responsibility of the board of directors to present a fair, balanced and

understandable assessment extends to all public statements and reports to

regulators and inspectors, as well as information required to be presented by

statutory requirements.

C.1.c The board of directors should establish arrangements that will enable it to

ensure that the information presented is fair, balanced and understandable.

Code provisions C.1.1. The directors should explain in the annual report their responsibility for

preparing the annual report and accounts, and state that they consider the annual

report and accounts, taken as a whole, are fair, balanced and understandable and

provide the information necessary for patients, regulators and other stakeholders to

assess the NHS foundation trust’s performance, business model and strategy. There

should be a statement by the external auditor about their reporting responsibilities.

Directors should also explain their approach to quality governance in the Annual

Governance Statement (within the annual report).

C.1.2.The directors should report that the NHS foundation trust is a going concern

with supporting assumptions or qualifications as necessary.

C.1.3. At least annually and in a timely manner, the board of directors should set out

clearly its financial, quality and operating objectives for the NHS foundation trust and

disclose sufficient information, both quantitative and qualitative, of the NHS

foundation trust’s business and operation, including clinical outcome data, to allow

members and governors to evaluate its performance. Further requirements are

included in the NHS Foundation Trust Annual Reporting Manual.

C.1.4.

a) The board of directors must notify Monitor and the council of governors

without delay and should consider whether it is in the public’s interest to bring

to the public attention, any major new developments in the NHS foundation

trust’s sphere of activity which are not public knowledge, which it is able to

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disclose and which may lead by virtue of their effect on its assets and

liabilities, or financial position or on the general course of its business, to a

substantial change to the financial wellbeing, health care delivery

performance or reputation and standing of the NHS foundation trust.

b) The board of directors must notify Monitor and the council of governors

without delay and should consider whether it is in the public interest to bring to

public attention all relevant information which is not public knowledge

concerning a material change in:

the NHS foundation trust’s financial condition;

the performance of its business; and/or

the NHS foundation trust’s expectations as to its performance which, if

made public, would be likely to lead to a substantial change to the

financial wellbeing, health care delivery performance or reputation and

standing of the NHS foundation trust.

C.2 Risk management and internal control Main principles

C.2.a The board of directors is responsible for determining the nature and extent of

the significant risks it is willing to take in achieving its strategic objectives. The board

should maintain sound risk management systems.

C.2.b The board of directors should maintain a sound system of internal control to

safeguard patient safety, public and private investment, the NHS foundation trust’s

assets, and service quality. The board should report on internal control through the

Annual Governance Statement (formerly the Statement on Internal Control) in the

annual report.

Supporting principles C.2.c An internal audit function can assist a trust to accomplish its objectives by

bringing a systematic, disciplined approach to evaluating and continually improving

the effectiveness of its risk management and internal control processes.

C.2.d If a trust has an internal audit function, the head of that function should have a

direct reporting line to the board or to the audit committee to bring the requisite

degree of independence and objectivity to the role.

Code provision C.2.1. The board of directors should maintain continuous oversight of the

effectiveness of the NHS foundation trust’s risk management and internal control

systems and should report to members and governors that they have done so in

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the annual report. A regular review should cover all material controls, including

financial, operational and compliance controls.

C.2.2 A trust should disclose in the annual report:

(a) if it has an internal audit function, how the function is structured and what

role it performs; or

(b) if it does not have an internal audit function, that fact and the processes it

employs for evaluating and continually improving the effectiveness of its risk

management and internal control processes.

C.3 Audit committee and auditors Main principle

C.3.a The board of directors should establish formal and transparent arrangements

for considering how they should apply the corporate reporting and risk management

and internal control principles and for maintaining an appropriate relationship with

the NHS foundation trust’s auditors.

Monitor’s publications, Audit Code for NHS Foundation Trusts and Your statutory

duties: A reference guide for NHS foundation trust governors, provide further

guidance.

Code provision C.3.1. The board of directors should establish an audit committee composed of at

least three members who are all independent non-executive directors. The board

should satisfy itself that the membership of the audit committee has sufficient skills to

discharge its responsibilities effectively, including ensuring that at least one member

of the audit committee has recent and relevant financial experience. The chairperson

of the trust should not chair or be a member of the audit committee. He can,

however, attend meetings by invitation as appropriate. C.3.2. The main role and responsibilities of the audit committee should be set out in

publicly available, written terms of reference. The council of governors should be

consulted on the terms of reference, which should be reviewed and refreshed

regularly. It should include details of how it will:

Monitor the integrity of the financial statements of the NHS foundation trust,

and any formal announcements relating to the trust’s financial performance,

reviewing significant financial reporting judgements contained in them;

Review the NHS foundation trust’s internal financial controls and, unless

expressly addressed by a separate board risk committee composed of

independent directors, or by the board itself, review the trust’s internal control

and risk management systems;

http://www.monitor-nhsft.gov.uk/home/our-publications/browse-category/guidance-foundation-trusts/mandatory-guidance/audit-code-nhs-f




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Monitor and review the effectiveness of the NHS foundation trust's internal

audit function, taking into consideration relevant UK professional and

regulatory requirements;

Review and monitor the external auditor’s independence and objectivity and

the effectiveness of the audit process, taking into consideration relevant UK

professional and regulatory requirements;

Develop and implement policy on the engagement of the external auditor to

supply non-audit services, taking into account relevant ethical guidance

regarding the provision of non-audit services by the external audit firm; and

Report to the council of governors, identifying any matters in respect of which

it considers that action or improvement is needed and making

recommendations as to the steps to be taken.

C.3.3. The council of governors should take the lead in agreeing with the audit

committee the criteria for appointing, re-appointing and removing external auditors.

The council of governors will need to work hard to ensure they have the skills and

knowledge to choose the right external auditor and monitor their performance.

However, they should be supported in this task by the audit committee, which

provides information to the governors on the external auditor’s performance as well

as overseeing the NHS foundation trust’s internal financial reporting and internal

auditing.

C.3.4. The audit committee should make a report to the council of governors in

relation to the performance of the external auditor, including details such as the

quality and value of the work and the timeliness of reporting and fees, to enable to

council of governors to consider whether or not to re-appoint them. The audit

committee should also make recommendation to the council of governors about the

appointment, re-appointment and removal of the external auditor and approve the

remuneration and terms of engagement of the external auditor.

C.3.5 If the council of governors does not accept the audit committee’s

recommendation, the board of directors should include in the annual report a

statement from the audit committee explaining the recommendation and should set

out reasons why the council of governors has taken a different position.

C.3.6. The NHS foundation trust should appoint an external auditor for a period of

time which allows the auditor to develop a strong understanding of the finances,

operations and forward plans of the NHS foundation trust. The current best practice

is for a three- to five-year period of appointment.

C.3.7. When the council of governors ends an external auditor’s appointment in

disputed circumstances, the chairperson should write to Monitor informing it of the

reasons behind the decision.

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C.3.8. The audit committee should review arrangements that allow staff of the NHS

foundation trust and other individuals where relevant, to raise, in confidence,

concerns about possible improprieties in matters of financial reporting and control,

clinical quality, patient safety or other matters. The audit committee’s objective

should be to ensure that arrangements are in place for the proportionate and

independent investigation of such matters and for appropriate follow-up action. This

should include ensuring safeguards for those who raise concerns are in place and

operating effectively. Such processes should enable individuals or groups to draw

formal attention to practices that are unethical or violate internal or external policies,

rules or regulations and to ensure that valid concerns are promptly addressed.

These processes should also reassure individuals raising concerns that they will be

protected from potential negative repercussions.

C.3.9. A separate section of the annual report should describe the work of the

committee in discharging its responsibilities. The report should include:

the significant issues that the committee considered in relation to financial

statements, operations and compliance, and how these issues were

addressed;

an explanation of how it has assessed the effectiveness of the external audit

process and the approach taken to the appointment or re-appointment of the

external auditor, the value of external audit services and information on the

length of tenure of the current audit firm and when a tender was last

conducted; and

if the external auditor provides non-audit services, the value of the non-audit

services provided and an explanation of how auditor objectivity and

independence are safeguarded.

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Section D. Remuneration

D.1 The level and components of remuneration Main principle

D.1.a Levels of remuneration should be sufficient to attract, retain and motivate

directors of quality, and with the skills and experience required to lead the NHS

foundation trust successfully, but an NHS foundation trust should avoid paying more

than is necessary for this purpose and should consider all relevant and current

directions relating to contractual benefits such as pay and redundancy entitlements.

Supporting principles D.1.b Any performance-related elements of executive directors’ remuneration should

be stretching and designed to promote the long-term sustainability of the NHS

foundation trust. They should also take as a baseline for performance any

competencies required and specified within the job description for the post.

D.1.c The remuneration committee should decide if a proportion of executive

director’s remuneration should be structured so as to link reward to corporate and

individual performance. The remuneration committee should judge where to position

its NHS foundation trust relative to other NHS foundation trusts and comparable

organisations. Such comparisons should be used with caution to avoid any risk of an

increase in remuneration levels with no corresponding improvement in performance.

D.1.d The remuneration committee should also be sensitive to pay and employment

conditions elsewhere in the NHS foundation trust, especially when determining

annual salary increases.

Code provisions D.1.1. Any performance-related elements of the remuneration of executive directors

should be designed to align their interests with those of patients, service users and

taxpayers and to give these directors keen incentives to perform at the highest

levels. In designing schemes of performance-related remuneration, the remuneration

committee should consider the following provisions:

i) The remuneration committee should consider whether the directors should

be eligible for annual bonuses in line with local procedures. If so,

performance conditions should be relevant, stretching and designed to

match the long-term interests of the public and patients.

ii) Payouts or grants under all incentive schemes should be subject to

challenging performance criteria reflecting the objectives of the NHS

foundation trust. Consideration should be given to criteria which reflect the

performance of the NHS foundation trust relative to a group of comparator

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trusts in some key indicators, and the taking of independent and expert

advice where appropriate.

iii) Performance criteria and any upper limits for annual bonuses and

incentive schemes should be set and disclosed.

iv) The remuneration committee should consider the pension consequences

and associated costs to the NHS foundation trust of basic salary increases

and any other changes in pensionable remuneration, especially for

directors close to retirement.

D.1.2. Levels of remuneration for the chairperson and other non-executive directors

should reflect the time commitment and responsibilities of their roles.

D.1.3. Where an NHS foundation trust releases an executive director, for example to

serve as a non-executive director elsewhere, the remuneration disclosures of the

annual report should include a statement of whether or not the director will retain

such earnings.

D.1.4. The remuneration committee should carefully consider what compensation

commitments (including pension contributions and all other elements) their directors’

terms of appointments would give rise to in the event of early termination. The aim

should be to avoid rewarding poor performance. Contracts should allow for

compensation to be reduced to reflect a departing director’s obligation to mitigate

loss. Appropriate claw-back provisions should be considered in case of a director

returning to the NHS within the period of any putative notice.

D.2 Procedure Main principle

D.2.a There should be a formal and transparent procedure for developing policy on

executive remuneration and for fixing the remuneration packages of individual

directors. No director should be involved in deciding his or her own remuneration.

Supporting principle D.2.b The remuneration committee should consult the chairperson and/or chief

executive about its proposals relating to the remuneration of other executive

directors.

D.2.c The remuneration committee should also be responsible for appointing any

independent consultants in respect of executive director remuneration.

D.2.d Where executive directors or senior management are involved in advising or

supporting the remuneration committee, care should be taken to recognise and avoid

conflicts of interest.

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Code provisions D.2.1. The board of directors should establish a remuneration committee composed

of non-executive directors which should include at least three independent non-

executive directors. The remuneration committee should make available its terms of

reference, explaining its role and the authority delegated to it by the board of

directors. Where remuneration consultants are appointed, a statement should be

made available as to whether they have any other connection with the NHS

foundation trust.

D.2.2. The remuneration committee should have delegated responsibility for setting

remuneration for all executive directors, including pension rights and any

compensation payments. The committee should also recommend and monitor the

level and structure of remuneration for senior management. The definition of senior

management for this purpose should be determined by the board, but should

normally include the first layer of management below board level.

D.2.3. The council of governors should consult external professional advisers to

market-test the remuneration levels of the chairperson and other non-executives at

least once every three years and when they intend to make a material change to the

remuneration of a non-executive.

Relevant statutory requirements D.2.4 The council of governors is responsible for setting the remuneration of non-

executive directors and the chairperson.

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Section E. Relations with stakeholders

E.1 Dialogue with members, patients and the local community Main principle

E.1 a The board of directors should appropriately consult and involve members,

patients and the local community.

E.1.b The council of governors must represent the interests of trust members and

the public.

E.1.c Notwithstanding the complementary role of the governors in this consultation,

the board of directors as a whole has responsibility for ensuring that regular and

open dialogue with its stakeholders takes place.

Supporting principles E.1.d The board of directors should keep in touch with the opinion of members,

patients and the local community in whatever ways are most practical and efficient.

There must be a members' meeting at least annually.

E.1.e The chairperson (and the senior independent director and other directors as

appropriate) should maintain regular contact with governors to understand their

issues and concerns.

E.1.f NHS foundation trusts should use an open annual meeting and open board

meetings, both of which trusts are required to hold, to encourage stakeholder

engagement.

E.1.g Governors should seek the views of members and the public on material

issues or changes being discussed by the trust. Governors should provide

information and feedback to members and the public regarding the trust, its vision,

performance and material strategic proposals made by the trust board.

E.1.h It is also incumbent on the board of directors to ensure governors have the

mechanisms in place to secure and report on feedback that will enable them to

fulfil their duty to represent the interests of members and the public

Code provisions E.1.1. The board of directors should make available a public document that sets

out its policy on the involvement of members, patients and the local community at

large, including a description of the kind of issues it will consult on.

E.1.2. The board of directors should clarify in writing how the public interests of

patients and the local community will be represented, including its approach for

addressing the overlap and interface between governors and any local consultative

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forums (eg, Local Healthwatch, the Overview and Scrutiny Committee, the local

League of Friends, and staff groups). E.1.3. The chairperson should ensure that the views of governors and members are

communicated to the board as a whole. The chairperson should discuss the affairs of

the NHS foundation trust with governors. Non-executive directors should be offered

the opportunity to attend meetings with governors and should expect to attend them

if requested by governors. The senior independent director should attend sufficient

meetings with governors to listen to their views in order to help develop a balanced

understanding of the issues and concerns of governors.

E.1.4. The board of directors should ensure that the NHS foundation trust provides

effective mechanisms for communication between governors and members from its

constituencies. Contact procedures for members who wish to communicate with

governors and/or directors should be made clearly available to members on the NHS

foundation trust's website and in the annual report.

E.1.5. The board of directors should state in the annual report the steps they have

taken to ensure that the members of the board, and in particular the non-executive

directors, develop an understanding of the views of governors and members about

the NHS foundation trust, for example through attendance at meetings of the

council of governors, direct face-to-face contact, surveys of members’ opinions

and consultations. E.1.6.The board of directors should monitor how representative the NHS

foundation trust's membership is and the level and effectiveness of member

engagement and report on this in the annual report. This information should be

used to review the trust's membership strategy, taking into account any emerging

best practice from the sector.

Relevant statutory requirements E.1.7. The board of directors must make board meetings and the annual meeting open to the public. The trust’s constitution may provide for members of the public to be excluded from a meeting for special reasons.

E.1.8 The trust must hold annual members’ meetings. At least one of the directors

must present the trust’s annual report and accounts, and any report of the auditor on

the accounts, to members at this meeting.

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E.2 Co-operation with third parties with roles in relation to NHS

foundation trusts Main principle

E.2.a The board of directors is responsible for ensuring that the NHS foundation trust

co-operates with other NHS bodies, local authorities and other relevant organisations

with an interest in the local health economy.

Supporting principle E.2.b The board of directors should enter a dialogue at an appropriate level with a

range of third party stakeholders and other interested organisations with roles in

relation to NHS foundation trusts based on the mutual understanding of objectives.

Code provisions E.2.1. The board of directors should be clear as to the specific third party bodies in

relation to which the NHS foundation trust has a duty to co-operate. The board of

directors should be clear of the form and scope of the co-operation required with

each of these third party bodies in order to discharge their statutory duties.

E.2.2. The board of directors should ensure that effective mechanisms are in place

to co-operate with relevant third party bodies and that collaborative and productive

relationships are maintained with relevant stakeholders at appropriate levels of

seniority in each. The board of directors should review the effectiveness of these

processes and relationships annually and, where necessary, take proactive steps to

improve them.

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Schedule A: Disclosure of corporate governance

arrangements

NHS foundation trusts are required to provide a specific set of disclosures to meet

the requirements of the NHS Foundation Trust Code of Governance, which should

be submitted as part of the Annual Report (as referenced in the NHS Foundation

Trust Annual Reporting Manual). The following list specifies everything that is

required within this separate disclosure.

1. Below are the statutory requirements that we have highlighted in the Code.

This supersedes the “comply or explain” requirements of the Code.

However, there is no need to report on these provisions in the Code

disclosure.

Reference Statutory requirement:

A.2.2 The roles of chairperson and chief executive must not be undertaken by the same individual.

A.5.10 The council of governors has a statutory duty to hold the non-executive directors individually and collectively to account for the performance of the board of directors.

A.5.11 The 2006 Act, as amended, gives the council of governors a statutory requirement to receive the following documents. These documents should be provided in the annual report as per the NHS Foundation Trust Annual Reporting Manual:

(a) the annual accounts;

(b) any report of the auditor on them; and

(c) the annual report.

A.5.12 The directors must provide governors with an agenda prior to any meeting of the board, and a copy of the approved minutes as soon as is practicable afterwards. There is no legal basis on which the minutes of private sessions of board meetings should be exempted from being shared with the governors. In practice, it may be necessary to redact some information, for example, for data protection or commercial reasons. Governors should respect the confidentiality of these documents.

A.5.13 The council of governors may require one or more of the directors to attend a meeting to obtain information about performance of the trust’s functions or the directors’ performance of their duties, and to help the council of governors to decide whether to propose a vote on the trust’s or directors’ performance.

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A.5.14 Governors have the right to refer a question to the independent panel for advising governors. More than 50% of governors who vote must approve this referral. The council should ensure dialogue with the board of directors takes place before considering such a referral, as it may be possible to resolve questions in this way.

A.5.15 Governors should use their new rights and voting powers from the 2012 Act to represent the interests of members and the public on major decisions taken by the board of directors. These are outlined in full at A.5.15.

B.2.11 It is a requirement of the 2006 Act that the chairperson, the other non- executive directors and – except in the case of the appointment of a chief executive – the chief executive, are responsible for deciding the appointment of executive directors. The nominations committee with responsibility for executive director nominations should identify suitable candidates to fill executive director vacancies as they arise and make recommendations to the chairperson, the other non-executives directors and, except in the case of the appointment of a chief executive, the chief executive.

B.2.12 It is for the non-executive directors to appoint and remove the chief executive. The appointment of a chief executive requires the approval of the council of governors.

B.2.13 The governors are responsible at a general meeting for the appointment, re-appointment and removal of the chairperson and the

other non-executive directors.

B.4.3 The board has a duty to take steps to ensure that governors are equipped with the skills and knowledge they need to discharge their duties appropriately.

B.5.8 The board of directors must have regard for the views of the council of governors on the NHS foundation trust’s forward plan.

B.7.3 Approval by the council of governors of the appointment of a chief executive should be a subject of the first general meeting after the appointment by a committee of the chairperson and non-executive directors. All other executive directors should be appointed by a committee of the chief executive, the chairperson and non-executive directors.

B.7.4 Non-executive directors, including the chairperson should be appointed by the council of governors for the specified terms subject to re- appointment thereafter at intervals of no more than three years and subject to the 2006 Act provisions relating to removal of a director.

B.7.5 Elected governors must be subject to re-election by the members of their constituency at regular intervals not exceeding three years.

D.2.4 The council of governors is responsible for setting the remuneration of non-executive directors and the chairperson.

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E.1.7. The board of directors must make board meetings and the annual meeting open to the public. The trust’s constitution may provide for members of the public to be excluded from a meeting for special reasons.

E.1.8 The trust must hold annual members’ meetings. At least one of the directors must present the trust’s annual report and accounts, and any report of the auditor on the accounts, to members at this meeting.

2. The provisions listed below require a supporting explanation, even in the case that the NHS foundation trust is compliant with the provision. Where the information is already contained within the annual report, a reference to its location is sufficient to avoid unnecessary duplication.

Provision Requirement

A.1.1 This statement should also describe how any disagreements between the council of governors and the board of directors will be resolved. The annual report should include this schedule of matters or a summary statement of how the board of directors and the council of governors operate, including a summary of the types of decisions to be taken by each of the boards and which are delegated to the executive management of the board of directors.

A.1.2 The annual report should identify the chairperson, the deputy chairperson (where there is one), the chief executive, the senior independent director (see A.4.1) and the chairperson and members of the nominations, audit and remuneration committees. It should also set out the number of meetings of the board and those committees and individual attendance by directors.

A.5.3 The annual report should identify the members of the council of governors, including a description of the constituency or organisation that they represent, whether they were elected or appointed, and the duration of their appointments. The annual report should also identify the nominated lead governor.

B.1.1 The board of directors should identify in the annual report each non- executive director it considers to be independent, with reasons where necessary.

B.1.4 The board of directors should include in its annual report a description of each director’s skills, expertise and experience. Alongside this, in the annual report, the board should make a clear statement about its own balance, completeness and appropriateness to the requirements of the NHS foundation trust.

B.2.10 A separate section of the annual report should describe the work of the nominations committee(s), including the process it has used in relation to board appointments.

B.3.1 A chairperson’s other significant commitments should be disclosed to the council of governors before appointment and included in the annual report. Changes to such commitments should be reported to the council of governors as they arise, and included in the next annual report.

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B.5.6 Governors should canvass the opinion of the trust’s members and the public, and for appointed governors the body they represent, on the NHS foundation trust’s forward plan, including its objectives, priorities and strategy, and their views should be communicated to the board of directors. The annual report should contain a statement as to how this requirement has been undertaken and satisfied.

B.6.1 The board of directors should state in the annual report how performance evaluation of the board, its committees, and its directors, including the chairperson, has been conducted.

B.6.2 Where there has been external evaluation of the board and/or governance of the trust, the external facilitator should be identified in the annual report and a statement made as to whether they have any other connection to the trust.

C.1.1 The directors should explain in the annual report their responsibility for preparing the annual report and accounts, and state that they consider the annual report and accounts, taken as a whole, are fair, balanced and understandable and provide the information necessary for patients, regulators and other stakeholders to assess the NHS foundation trust’s performance, business model and strategy. There should be a statement by the external auditor about their reporting responsibilities. Directors should also explain their approach to quality governance in the Annual Governance Statement (within the annual report).

C.2.1 The annual report should contain a statement that the board has conducted a review of the effectiveness of its system of internal controls.

C.2.2 A trust should disclose in the annual report: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.

C.3.5 If the council of governors does not accept the audit committee’s recommendation on the appointment, reappointment or removal of an external auditor, the board of directors should include in the annual report a statement from the audit committee explaining the recommendation and should set out reasons why the council of governors has taken a different position.

C.3.9 A separate section of the annual report should describe the work of the audit committee in discharging its responsibilities. The report should include:

the significant issues that the committee considered in relation to financial statements, operations and compliance, and how these issues were addressed;

an explanation of how it has assessed the effectiveness of the external audit process and the approach taken to the appointment or re-appointment of the external auditor, the value of external audit services and information on the length of tenure of the current audit firm and when a tender was last conducted; and

if the external auditor provides non-audit services, the value of the non-audit services provided and an explanation of how auditor objectivity and independence are safeguarded.

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D.1.3 Where an NHS foundation trust releases an executive director, for example to serve as a non-executive director elsewhere, the remuneration disclosures of the annual report should include a statement of whether or not the director will retain such earnings.

E.1.4 Contact procedures for members who wish to communicate with governors and/or directors should be made clearly available to members on the NHS foundation trust's website.

E.1.5 The board of directors should state in the annual report the steps they have taken to ensure that the members of the board, and in particular the non-executive directors, develop an understanding of the views of governors and members about the NHS foundation trust, for example through attendance at meetings of the council of governors, direct face- to-face contact, surveys of members’ opinions and consultations.

E.1.6 The board of directors should monitor how representative the NHS foundation trust's membership is and the level and effectiveness of member engagement and report on this in the annual report.

3. The provisions listed below require supporting information to be made

publicly available even in the case that the NHS foundation trust is compliant with the provision. This requirement can be met by making supporting information available on request and on the NHS foundation trust’s website.

Provision Information required on website:

A.1.3 The board of directors should make available a statement of the objectives of the NHS foundation trust showing how it intends to balance the interests of patients, the local community and other stakeholders, and use this as the basis for its decision-making and forward planning.

B.1.4 A description of each director’s expertise and experience, with a clear statement about the board of director’s balance, completeness and appropriateness.

B.2.10 The main role and responsibilities of the nominations committee should be set out in publicly available, written terms of reference.

B.3.2 The terms and conditions of appointment of non-executive directors.

C.3.2 The main role and responsibilities of the audit committee should be set out in publicly available, written terms of reference.

D.2.1 The remuneration committee should make available its terms of reference, explaining its role and the authority delegated to it by the board of directors. Where remuneration consultants are appointed, a statement should be made available as to whether they have any other connection with the NHS foundation trust.

E.1.1 The board of directors should make available a public document that sets out its policy on the involvement of members, patients and the local community at large, including a description of the kind of issues it will consult on.

E.1.4 Contact procedures for members who wish to communicate with governors and/or directors should be made clearly available to members on the NHS foundation trust's website.

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4. The provisions listed below require supporting information to be made available to governors, even in the case that the NHS foundation trust is compliant with the provision. This information should be set out in papers accompanying a resolution to re-appoint a non-executive director.

Provision Information required:

B.7.1 In the case of re-appointment of non-executive directors, the chairperson should confirm to the governors that following formal performance evaluation, the performance of the individual proposed for re-appointment continues to be effective and to demonstrate commitment to the role.

5. The provisions listed below require supporting information to be made

available to members, even in the case that the NHS foundation trust is compliant with the provision. This information should be set out in papers accompanying a resolution to elect or re-elect a governor.

Provision Information required:

B.7.2 The names of governors submitted for election or re-election should be accompanied by sufficient biographical details and any other relevant information to enable members to take an informed decision on their election. This should include prior performance information.

6. For all provisions listed below there are no special requirements as per 1-6

above. For these provisions, the basic “comply or explain” requirement

stands. The disclosure should therefore contain an explanation in each case

where the trust has departed from the Code, explaining the reasons for

the departure and how the alternative arrangements continue to reflect

the main principles of the Code (page 13-16).

A disclosure is only required for departures from the Code for the provisions

listed in this section. NHS foundation trusts are welcome but not required to

provide a simple statement of compliance with each individual provision. This

may be useful in ensuring the disclosure is comprehensive and may help to

ensure that each provision has been considered in turn.

In providing an explanation for any variation from the NHS Foundation Trust

Code of Governance, the NHS foundation trust should aim to illustrate how its

actual practices are consistent with the principle to which the particular

provision relates. It should set out the background, provide a clear rationale,

and describe any mitigating actions it is taking to address any risks and

maintain conformity with the relevant principle. Where deviation from a

particular provision is intended to be limited in time, the explanation should

indicate when the NHS foundation trust expects to conform to the provision.

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The table below provides a summary of the provisions – the full provisions as

listed in the document should be used for reference. In this summary ‘”the

board” refers to the board of directors, “the council” to the council of

governors, and “trust” refers to the NHS foundation trust.

Provision Summary:

A.1.4 The board should ensure that adequate systems and processes are maintained to measure and monitor the NHS foundation trust’s effectiveness, efficiency and economy as well as the quality of its health care delivery

A.1.5 The board should ensure that relevant metrics, measures, milestones and accountabilities are developed and agreed so as to understand and assess progress and delivery of performance

A.1.6 The board should report on its approach to clinical governance.

A.1.7 The chief executive as the accounting officer should follow the procedure set out by Monitor for advising the board and the council and for recording and submitting objections to decisions.

A.1.8 The board should establish the constitution and standards of conduct for the NHS foundation trust and its staff in accordance with NHS values and accepted standards of behaviour in public life

A.1.9 The board should operate a code of conduct that builds on the values of the NHS foundation trust and reflect high standards of probity and responsibility.

A.1.10 The NHS foundation trust should arrange appropriate insurance to cover the risk of legal action against its directors.

A.3.1 The chairperson should, on appointment by the council, meet the independence criteria set out in B.1.1. A chief executive should not go on to be the chairperson of the same NHS foundation trust.

A.4.1 In consultation with the council, the board should appoint one of the independent non-executive directors to be the senior independent director.

A.4.2 The chairperson should hold meetings with the non-executive directors without the executives present.

A.4.3 Where directors have concerns that cannot be resolved about the running of the NHS foundation trust or a proposed action, they should ensure that their concerns are recorded in the board minutes.

A.5.1 The council of governors should meet sufficiently regularly to discharge its duties.

A.5.2 The council of governors should not be so large as to be unwieldy.

A.5.4 The roles and responsibilities of the council of governors should be set out in a written document.

A.5.5 The chairperson is responsible for leadership of both the board and the council but the governors also have a responsibility to make the arrangements work and should take the lead in inviting the chief executive to their meetings and inviting attendance by other executives and non-executives, as appropriate.

A.5.6 The council should establish a policy for engagement with the board of directors for those circumstances when they have concerns.

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A.5.7 The council should ensure its interaction and relationship with the board of directors is appropriate and effective.

A.5.8 The council should only exercise its power to remove the chairperson or any non-executive directors after exhausting all means of engagement with the board.

A.5.9 The council should receive and consider other appropriate information required to enable it to discharge its duties.

B.1.2 At least half the board, excluding the chairperson, should comprise non- executive directors determined by the board to be independent.

B.1.3 No individual should hold, at the same time, positions of director and governor of any NHS foundation trust.

B.2.1 The nominations committee or committees, with external advice as appropriate, are responsible for the identification and nomination of executive and non-executive directors.

B.2.2 Directors on the board of directors and governors on the council should meet the “fit and proper” persons test described in the provider licence.

B.2.3 The nominations committee(s) should regularly review the structure, size and composition of the board and make recommendations for changes where appropriate.

B.2.4 The chairperson or an independent non-executive director should chair the nominations committee(s).

B.2.5 The governors should agree with the nominations committee a clear process for the nomination of a new chairperson and non-executive directors.

B.2.6 Where an NHS foundation trust has two nominations committees, the nominations committee responsible for the appointment of non-executive directors should consist of a majority of governors.

B.2.7 When considering the appointment of non-executive directors, the council should take into account the views of the board and the nominations committee on the qualifications, skills and experience required for each position.

B.2.8 The annual report should describe the process followed by the council in relation to appointments of the chairperson and non-executive directors.

B.2.9 An independent external adviser should not be a member of or have a vote on the nominations committee(s).

B.3.3 The board should not agree to a full-time executive director taking on more than one non-executive directorship of an NHS foundation trust or another organisation of comparable size and complexity.

B.5.1 The board and the council governors should be provided with high-quality information appropriate to their respective functions and relevant to the decisions they have to make.

B.5.2 The board and in particular non-executive directors, may reasonably wish to challenge assurances received from the executive management. They need not seek to appoint a relevant adviser for each and every subject area that comes before the board, although they should, wherever possible, ensure that they have sufficient information and understanding to enable challenge and to take decisions on an informed basis.

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B.5.3 The board should ensure that directors, especially non-executive directors, have access to the independent professional advice, at the NHS foundation trust’s expense, where they judge it necessary to discharge their responsibilities as directors.

B.5.4 Committees should be provided with sufficient resources to undertake their duties.

B.6.3 The senior independent director should lead the performance evaluation of the chairperson.

B.6.4 The chairperson, with assistance of the board secretary, if applicable, should use the performance evaluations as the basis for determining individual and collective professional development programmes for non- executive directors relevant to their duties as board members.

B.6.5 Led by the chairperson, the council should periodically assess their collective performance and they should regularly communicate to members and the public details on how they have discharged their responsibilities.

B.6.6 There should be a clear policy and a fair process, agreed and adopted by the council, for the removal from the council of any governor who consistently and unjustifiability fails to attend the meetings of the council or has an actual or potential conflict of interest which prevents the proper exercise of their duties.

B.8.1 The remuneration committee should not agree to an executive member of the board leaving the employment of an NHS foundation trust, except in accordance with the terms of their contract of employment, including but not limited to service of their full notice period and/or material reductions in their time commitment to the role, without the board first having completed and approved a full risk assessment.

C.1.2 The directors should report that the NHS foundation trust is a going concern with supporting assumptions or qualifications as necessary.

C.1.3 At least annually and in a timely manner, the board should set out clearly its financial, quality and operating objectives for the NHS foundation trust and disclose sufficient information, both quantitative and qualitative, of the NHS foundation trust’s business and operation, including clinical outcome data, to allow members and governors to evaluate its performance.

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C.1.4. a) The board of directors must notify Monitor and the council of governors without delay and should consider whether it is in the public’s interest to bring to the public attention, any major new developments in the NHS foundation trust’s sphere of activity which are not public knowledge, which it is able to disclose and which may lead by virtue of their effect on its assets and liabilities, or financial position or on the general course of its business, to a substantial change to the financial wellbeing, health care delivery performance or reputation and standing of the NHS foundation trust. b) The board of directors must notify Monitor and the council of governors without delay and should consider whether it is in the public interest to bring to public attention all relevant information which is not public knowledge concerning a material change in: • the NHS foundation trust’s financial condition; • the performance of its business; and/or • the NHS foundation trust’s expectations as to its performance

which, if made public, would be likely to lead to a substantial change to the financial wellbeing, health care delivery performance or reputation and standing of the NHS foundation trust.

C.3.1 The board should establish an audit committee composed of at least three members who are all independent non-executive directors.

C.3.3 The council should take the lead in agreeing with the audit committee the criteria for appointing, re-appointing and removing external auditors.

C.3.6 The NHS foundation trust should appoint an external auditor for a period of time which allows the auditor to develop a strong understanding of the finances, operations and forward plans of the NHS foundation trust.

C.3.7 When the council ends an external auditor’s appointment in disputed circumstances, the chairperson should write to Monitor informing it of the reasons behind the decision.

C.3.8 The audit committee should review arrangements that allow staff of the NHS foundation trust and other individuals where relevant, to raise, in confidence, concerns about possible improprieties in matters of financial reporting and control, clinical quality, patient safety or other matters.

D.1.1 Any performance-related elements of the remuneration of executive directors should be designed to align their interests with those of patients, service users and taxpayers and to give these directors keen incentives to perform at the highest levels.

D.1.2 Levels of remuneration for the chairperson and other non-executive directors should reflect the time commitment and responsibilities of their roles.

D.1.4 The remuneration committee should carefully consider what compensation commitments (including pension contributions and all other elements) their directors’ terms of appointments would give rise to in the event of early termination.

D.2.2 The remuneration committee should have delegated responsibility for setting remuneration for all executive directors, including pension rights and any compensation payments.

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D.2.3 The council should consult external professional advisers to market-test the remuneration levels of the chairperson and other non-executives at least once every three years and when they intend to make a material change to the remuneration of a non-executive.

E.1.2 The board should clarify in writing how the public interests of patients and the local community will be represented, including its approach for addressing the overlap and interface between governors and any local consultative forums.

E.1.3 The chairperson should ensure that the views of governors and members are communicated to the board as a whole.

E.2.1 The board should be clear as to the specific third party bodies in relation to which the NHS foundation trust has a duty to co-operate.

E.2.2 The board should ensure that effective mechanisms are in place to co- operate with relevant third party bodies and that collaborative and productive relationships are maintained with relevant stakeholders at appropriate levels of seniority in each.

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Appendix A: The role of the NHS foundation trust secretary The NHS foundation trust secretary has a significant role to play in the

administration of corporate governance. In particular, the trust secretary would

normally be expected to:

ensure good information flows within the board of directors and its committees

and between senior management, non-executive directors and the governors;

ensure that board procedures of both the board of directors and the council of

governors are complied with;

advise the board of directors and the council of governors (through the

chairperson) on all governance matters; and

be available to give advice and support to individual directors, particularly in

relation to the induction of new directors and assistance with professional

development.

Accordingly, the NHS foundation trust should give careful consideration to the

appointment of a trust secretary in view of the clear benefits of the role. A trust

secretary is normally employed by the NHS foundation trust. All directors and

governors would have access to the advice and services of the trust secretary. Both

the appointment and removal of the trust secretary would be a matter for the chief

executive and chairperson jointly.

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Appendix B: The role of the nominated lead governor The lead governor has a role to play in facilitating direct communication between

Monitor and the NHS foundation trust's council of governors. This will be in a limited

number of circumstances and, in particular, where it may not be appropriate to

communicate through the normal channels, which in most cases will be via the

chairperson or the trust secretary, if one is appointed.

It is not anticipated that there will be regular direct contact between Monitor and the

council of governors in the ordinary course of business. Where this is necessary, it is

important that it happens quickly and in an effective manner. To this end, a lead

governor should be nominated and contact details provided to Monitor, and then

updated as required. The lead governor may be any of the governors.

The main circumstances where Monitor will contact a lead governor are where

Monitor has concerns as to board leadership provided to an NHS foundation trust,

and those concerns may in time lead to the use by Monitor's board of its formal

powers to remove the chairperson or non-executive directors. The council of

governors appoints the chairperson and non-executive directors, and it will usually

be the case that Monitor will wish to understand the views of the governors as to the

capacity and capability of these individuals to lead the trust, and to rectify

successfully any issues, and also for the governors to understand Monitor's

concerns.

Monitor does not, however, envisage direct communication with the governors

until such time as there is a real risk that an NHS foundation trust may be in

significant breach of its licence. Once there is a risk that this may be the case,

and the likely issue is one of board leadership, Monitor will often wish to have

direct contact with the NHS foundation trust's governors, but at speed and

through one established point of contact, the trust's nominated lead governor.

The lead governor should take steps to understand Monitor's role, the available

guidance and the basis on which Monitor may take regulatory action. The lead

governor will then be able to communicate more widely with other governors.

Similarly, where individual governors wish to contact Monitor, this would be

expected to be through the lead governor.

The other circumstance where Monitor may wish to contact a lead governor is

where, as the regulator, we have been made aware that the process for the

appointment of the chairperson or other members of the board, or elections for

governors, or other material decisions, may not have complied with the NHS

foundation trust's constitution, or alternatively, whilst complying with the trust's

constitution, may be inappropriate.

In such circumstances, where the chairperson, other members of the board of

directors or the trust secretary may have been involved in the process by which

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these appointments or other decisions were made, a lead governor may provide a

point of contact for Monitor.

Accordingly, the NHS foundation trust should nominate a lead governor, and to

continue to update Monitor with their contact details as and when these change.

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Appendix C: The NHS Foundation Trust Code of

Governance and other regulatory requirements Although compliance with the provisions in this guide is not necessarily mandatory,

some of the provisions in this document are statutory requirements because they are

enshrined elsewhere in legislation. In the first instance, boards, directors and

governors should ensure they are meeting the governance requirements for NHS

foundation trusts as set out in the 2006 Act (as amended by the 2012 Act) and

reflected in the new provider licence and Risk assessment framework. This Code sits

alongside a number of other Monitor reporting requirements which relate to

governance.

Foundation Trust Condition 4: Governance in the new NHS foundation trust provider

licence allows Monitor to use reasonable evidence, from disclosures made to us by

NHS foundation trusts, to determine if there is a risk of a breach of the licence

condition and make a decision regarding intervention. The information we receive

includes: a forward looking disclosure on corporate governance (the Corporate

Governance Statement); a backward looking disclosure on corporate governance

(the NHS Foundation Trust Code of Governance); and a backward looking

statement on internal control, risk and quality governance (the Annual

Governance Statement).

For clarity, here, we have provided a brief explanation of how the different

requirements sit together and the purpose of each.

The Corporate Governance Statement – in the Annual Plan

In order to comply with both the new provider licence and the Risk

assessment framework, the Annual Plan also includes a requirement for a

Corporate Governance Statement. This is a mandatory requirement. This is

a forward looking statement of expectations regarding corporate governance

arrangements over the next 12 months and trusts should be aware that

“issues not identified and subsequently arising can be used as evidence

of self-certification failure”. The requirement for the completion of the

Corporate Governance Statement is separate to the disclosure requirements

of this Code.

The Code disclosure requirements – listed in this document and the

NHS Foundation Trust Annual Reporting Manual

This document is designed to set out standards of best practice for

corporate governance – that is the behaviours and systems governing

directors, and governors, and their role in ensuring adequate standards of

audit and stakeholder engagement.

It is not mandatory to comply with this guidance, however, Section 7 of the Annual

Reporting Manual does require trusts to make some specific disclosures on a

“comply or explain” basis regarding the provisions listed in this document. (A

detailed list of the disclosures required is provided in Schedule A of this document

and duplicated in the Annual Reporting Manual, for ease of reference). This is a

backward looking statement which should be submitted with the Annual Report.

The Annual Governance Statement – in the NHS Foundation Trust

Annual Reporting Manual

In addition to listing the Code disclosure requirements, the Annual Reporting

Manual also requires an Annual Governance Statement. The Annual Governance

Statement is a backward looking statement which captures information on risk

management and internal control, and includes some specific requirements on

quality governance. It replaced and expanded on the former requirement for a

Statement on Internal Control.

Completion of the Annual Governance Statement is a mandatory

requirement. The Annual Governance statement does not relate to this

Code.

© Monitor (July 2014) Publication code: IRBP 01/13

This publication can be made available in a number of other formats on request.

Application for reproduction of any material in this publication should be made in

writing to [email protected] or to the address above.

Monitor, Wellington House,

133-155 Waterloo Road,

London, SE1 8UG

Telephone: 020 3747 0000

Email: [email protected]

Website: www.gov.uk/monitor

Contact us

mailto:[email protected]

Professional Standards Authority 157-197 Buckingham Palace Road, London SW1W 9SP Telephone: 020 7389 8030 Email: [email protected] Web: www.professionalstandards.org.uk

© Professional Standards Authority, November 2012

Standards for members of NHS boards and Clinical Commissioning Group governing bodies in England

All members of NHS boards and CCG governing bodies should understand and be committed to the practice of good governance and to the legal and regulatory frameworks in which they operate. As individuals they must understand both the extent and limitations of their personal responsibilities.

To justify the trust placed in me by patients, service users, and the public, I will abide by these Standards at all times when at the service of the NHS.

I understand that care, compassion and respect for others are central to quality in healthcare; and that the purpose of the NHS is to improve the health and well-being of patients and service users, supporting them to keep mentally and physically well, to get better when they are ill and, when they cannot fully recover, to stay as well as they can to the end of their lives.

I understand that I must act in the interests of patients, service users and the community I serve, and that I must uphold the law and be fair and honest in all my dealings.

Standards for members of NHS boards

and CCG governing bodies in England

Personal behaviour

1. As a Member1 I commit to:

The values of the NHS Constitution

Promoting equality

Promoting human rights

in the treatment of patients and service users, their families and carers, the community, colleagues and staff, and in the design and delivery of services for which I am responsible.

2. I will apply the following values in my work and relationships with others:

Responsibility: I will be fully accountable for my work and the decisions that I make, for the work and decisions of the board2, including delegated responsibilities, and for the staff and services for which I am responsible

Honesty: I will act with honesty in all my actions, transactions, communications, behaviours and decision-making, and will resolve any conflicts arising from personal, professional or financial interests that could influence or be thought to influence my decisions as a board member

Openness: I will be open about the reasoning, reasons and processes underpinning my actions, transactions, communications, behaviours and decision-making and about any conflicts of interest

Respect: I will treat patients and service users, their families and carers, the community, colleagues and staff with dignity and respect at all times

Professionalism: I will take responsibility for ensuring that I have the relevant knowledge and skills to perform as a board member and that I reflect on and identify any gaps in my knowledge and skills, and will participate constructively in appraisal of myself and others. I will adhere to any professional or other codes by which I am bound

Leadership: I will lead by example in upholding and promoting these Standards, and use them to create a culture in which their values can be adopted by all

Integrity: I will act consistently and fairly by applying these values in all my actions, transactions, communications, behaviours and decision-making, and always raise concerns if I see harmful behaviour or misconduct by others.

1 The term ‘Member’ is used throughout this document to refer to members of NHS boards and CCG

governing bodies in England. 2 The term ‘board’ is used throughout this document to refer collectively to NHS boards and CCG governing

bodies in England.

http://www.nhs.uk/choiceintheNHS/Rightsandpledges/NHSConstitution/Documents/nhs-constitution-interactive-version-march-2010.pdf



Technical competence

3. As a Member, for myself, my organisation, and the NHS, I will seek:

Excellence in clinical care, patient safety, patient experience, and the accessibility of services

To make sound decisions individually and collectively

Long term financial stability and the best value for the benefit of patients, service users and the community.

4. I will do this by:

Always putting the safety of patients and service users, the quality of care and patient experience first, and enabling colleagues to do the same

Demonstrating the skills, competencies, and judgement necessary to fulfil my role, and engaging in training, learning and continuing professional development

Having a clear understanding of the business and financial aspects of my organisation’s work and of the business, financial and legal contexts in which it operates

Making the best use of my expertise and that of my colleagues while working within the limits of my competence and knowledge

Understanding my role and powers, the legal, regulatory, and accountability frameworks and guidance within which I operate, and the boundaries between the executive and the non-executive

Working collaboratively and constructively with others, contributing to discussions, challenging decisions, and raising concerns effectively

Publicly upholding all decisions taken by the board under due process for as long as I am a member of the board

Thinking strategically and developmentally

Seeking and using evidence as the basis for decisions and actions

Understanding the health needs of the population I serve

Reflecting on personal, board, and organisational performance, and on how my behaviour affects those around me; and supporting colleagues to do the same

Looking for the impact of decisions on the services we and others provide, on the people who use them, and on staff

Listening to patients and service users, their families and carers, the community, colleagues, and staff, and making sure people are involved in decisions that affect them

Communicating clearly, consistently and honestly with patients and service users, their families and carers, the community, colleagues, and staff, and ensuring that messages have been understood

Respecting patients’ rights to consent, privacy and confidentiality, and access to information, as enshrined in data protection and freedom of information law and guidance.



Business practices

5. As a Member, for myself and my organisation, I will seek:

To ensure my organisation is fit to serve its patients and service users, and the community

To be fair, transparent, measured, and thorough in decision-making and in the management of public money

To be ready to be held publicly to account for my organisation’s decisions and for its use of public money.

6. I will do this by:

Declaring any personal, professional or financial interests and ensuring that they do not interfere with my actions, transactions, communications, behaviours or decision-making, and removing myself from decision-making when they might be perceived to do so

Taking responsibility for ensuring that any harmful behaviour, misconduct, or systems weaknesses are addressed and learnt from, and taking action to raise any such concerns that I identify

Ensuring that effective complaints and whistleblowing procedures are in place and in use

Condemning any practices that could inhibit or prohibit the reporting of concerns by members of the public, staff, or board members about standards of care or conduct

Ensuring that patients and service users and their families have clear and accessible information about the choices available to them so that they can make their own decisions

Being open about the evidence, reasoning and reasons behind decisions about budget, resource, and contract allocation

Seeking assurance that my organisation’s financial, operational, and risk management frameworks are sound, effective and properly used, and that the values in these Standards are put into action in the design and delivery of services

Ensuring that my organisation’s contractual and commercial relationships are honest, legal, regularly monitored, and compliant with best practice in the management of public money

Working in partnership and co-operating with local and national bodies to support the delivery of safe, high quality care

Ensuring that my organisation’s dealings are made public, unless there is a justifiable and properly documented reason for not doing so.

Code of Conduct

WRIGHTINGTON WIGAN AND LEIGH NHS FOUNDATION TRUST CODE OF CONDUCT AND THE NOLAN PRINCIPLES 1. Introduction 1.1 This code sets out appropriate conduct for the Trust Board of Directors

and addresses both the requirements of Office and their personal behaviour.

1.2 The code complements the Trust’s constitution. The code should be

read in conjunction with any relevant documents issued by Monitor. The Trust’s constitution embodies the legal requirements for the Board of Directors.

1.3 All Directors of the Foundation Trust Board will be required to sign a

declaration to confirm that they will comply with this code in all respects and that they support the Trust’s objectives.

2. Qualifications for Office

Directors must continue to comply with the qualifications required to hold office, throughout their period of tenure, as defined in the Constitution. The Trust Secretary [also known as the Board Secretary] must be advised of any changes in circumstances that may disqualify a Director from continuing in office.

3. Roles and Functions Directors must: 3.1 Adhere to the Trust’s rules and policies and support its objectives, in

particular those of retaining Foundation status and developing a successful Trust.

3.2 Act in the best interests of the Trust at all times. 3.3 Contribute to the workings of the Board of Directors in order for it to

fulfil its role and function as defined in the Trust constitution. 3.4 Recognise that their role is a collective one. Directors exercise collective

decision making on behalf of all patients, members, local public and staff.

3.5 Abide by the “Nolan Principles” and Standards for members of NHS Boards

3.6 Actively support the vision and aims of the Trust in developing as a

successful NHS Foundation Trust.

4. Confidentiality

All Directors are required to respect the confidentiality of the information they are made privy to, as a result of their Membership of the Board of Directors.

5. Conflict of interests 5.1 Directors 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. Any Director who has a material interest in a matter, must declare such interest to the Board of Directors and:

Shall not vote on any such matter Shall not be present except with the permission of the Board of Directors in any discussion of the matter.

If in any doubt advice should be sought from the Trust Board Secretary. 5.2 Any Director who fails to disclose any interest required to be disclosed

must permanently vacate their office if required to do so by a majority of the remaining Directors and (in the case of a non-executive Director) by a majority of the Board of Governors.

6. Board of Director meetings 6.1 Directors have a responsibility to attend meetings of the Board of

Directors. When this is not possible they should submit an apology to the Trust Board Secretary in advance of the meeting.

7. Personal Conduct 7.1 Directors are required to adhere to the highest standards of conduct in

the performance of their duties. In respect of their inter-action with others, they are required to:

7.1.1 Adhere to good practice in respect of the conduct of meetings

and respect the views of other Directors. 7.1.2 Be mindful of conduct which could be deemed to be unfair or

discriminatory. 7.1.3 Treat the Board of Governors and other employees with respect

and in accordance with the Trust’s policies. 7.1.4 Recognise that the Directors and Governors have a common

purpose i.e. the success of the Trust and adopt a team approach.

7.1.5 Directors must conduct themselves in such a manner as to

reflect positively on the Trust. When attending external

meetings or any other events at which they are present it is important for Directors to be ambassadors for the Trust.

7.1.7 Respect the confidentiality of information received in their role

as Directors.

8. Accountability 8.1 The Board of Directors should present a balanced and understandable assessment of the NHS Foundation Trust’s position and prospects. 8.2 The Board of Directors should maintain a sound system of internal control to safeguard public and private investment, the NHS Foundation Trust’s assets, patient safety and service quality. 9. Performance Evaluation 9.1 The board of Directors should undertake a formal and rigorous annual

evaluation of its own performance and that of its committees and individual directors.

10. Non-Compliance with the Code of Conduct 10.1 Non compliance with the Code of Conduct may result in action being taken as follows:

10.1.1 Where misconduct takes place, the Chair shall be authorised to take such action as may be immediately required, including the exclusion of the person concerned from a meeting.

10.1.2 Where such misconduct is alleged, it shall be open to the Board

of Directors to decide, by simple majority of those in attendance, to lay a formal charge of misconduct.

10.3 This Code of Conduct does not limit or invalidate the right of the

Director or the Trust to act under the Constitution. 11. The Nolan principles of public life 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 benefits for themselves, their family or their friends.

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.

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.

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.

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.

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.

Leadership

Holders of public office should promote and support these principles by leadership and example.

CODE OF CONDUCT DECLARATION In undertaking the role of Director of this NHS Foundation Trust all Directors shall sign the following declaration: I ………………………………………………….…… (Print name) agree to abide by the Code of Conduct for Directors of Wrightington Wigan and Leigh NHS Foundation Trust and agree that I will:-

i. Seek to ensure that my fellow Directors are valued as fellow

colleagues and that their views are both respected and considered;

ii. Accept responsibility for my own actions;

iii. Show my commitment to working as a team member by working

with all my colleagues in the NHS and the wider community;

iv. Seek to ensure that no one is discriminated against because of their religion, belief, race, colour, gender, marital status, disability, sexual orientation, age, social and economic status or national origin;

v. Comply with the Trust’s constitution;

vi. Respect the confidentiality of individual patients;

vii. Not knowingly make or permit, any untrue or misleading

statement relating to my own duties or the functions of the Trust;

viii. Support and assist the Accountable Officer of the Trust in his/her responsibility to answer to the Regulator, commissioners and the public for the performance of the Trust.

And further that at all times, will act in accordance with the standing orders of the Board of Directors as laid down in the Trust’s Constitution. Signature: ………………………………………………………………….. Date: ………………………………………………………………………….

NHS Foundation Trust Accounting Officer Memorandum IRG 05/14 14 March 2014

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Introduction

1. The National Health Service Act 2006 (the Act) designates the chief executive of an NHS foundation trust as the accounting officer.

2. The principal purpose of the NHS foundation trust is the provision of goods and services for the purposes of the health service in England. The NHS foundation trust has a general duty to exercise its functions effectively, efficiently and economically.

3. The Act specifies that the accounting officer has the duty to prepare the accounts in accordance with the Act. An accounting officer has the personal duty of signing the NHS foundation trust 's accounts. By virtue of this duty, the accounting officer has the further duty of being a witness before the Committee of Public Accounts (PAC) to deal with questions arising from those accounts or, more commonly, from reports made to Parliament by the Comptroller and Auditor General (C&AG) under the National Audit Act 1983.

4. Associated with these duties are the further responsibilities which are the subject of this memorandum. It is incumbent on the accounting officer to combine these duties with their duties to the board of directors of the NHS foundation trust.

5. It is an important principle that, regardless of the source of the funding, accounting officers are responsible to Parliament for the resources under their control.

Responsibilities of Monitor

6. In relation to NHS foundation trusts, it is the responsibility of Monitor to be satisfied that the NHS foundation trust is compliant with its NHS provider licence.

The general responsibilities of an NHS foundation trust accounting officer

7. The accounting officer has responsibility for the overall organisation, management and staffing of the NHS foundation trust and for its procedures in financial and other matters. The accounting officer must ensure that:

there is a high standard of financial management in the NHS foundation trust as a whole

financial systems and procedures promote the efficient and economical conduct of business and safeguard financial propriety and regularity throughout the NHS foundation trust

financial considerations are fully taken into account in decisions on NHS foundation trust policy proposals.

The specific responsibilities of an NHS foundation trust accounting officer

8. The essence of the accounting officer's role is a personal responsibility for:

the propriety and regularity of the public finances for which he or she is answerable

the keeping of proper accounts

prudent and economical administration

the avoidance of waste and extravagance

the efficient and effective use of all the resources in their charge.

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9. As accounting officer you must:

personally sign the accounts and, in doing, so accept personal responsibility for ensuring their proper form and content as prescribed by Monitor in accordance with the Act

comply with the financial requirements of the NHS provider licence

ensure that proper financial procedures are followed and that accounting records are maintained in a form suited to the requirements of management, as well as in the form prescribed for published accounts (so that they disclose with reasonably accuracy, at any time, the financial position of the NHS foundation trust)

ensure that the resources for which you are responsible as accounting officer are properly and well managed and safeguarded, with independent and effective checks of cash balances in the hands of any official

ensure that assets for which you are responsible such as land, buildings or other property, including stores and equipment, are controlled and safeguarded with similar care, and with checks as appropriate

ensure that any protected property (or interest in) is not disposed of without the consent of Monitor

ensure that conflicts of interest are avoided, whether in the proceedings of the board of directors, council of governors or in the actions or advice of the NHS foundation trust’s staff, including yourself

ensure that, in the consideration of policy proposals relating to the expenditure for which you are responsible as accounting officer, all relevant financial considerations, including any issues of propriety, regularity or value for money, are taken into account, and brought to the attention of the board of directors.

10. An accounting officer should ensure that effective management systems appropriate for the achievement of the NHS foundation trust’s objectives, including financial monitoring and control systems, have been put in place. An accounting officer should also ensure that managers at all levels:

have a clear view of their objectives, and the means to assess and, wherever possible, measure outputs or performance in relation to those objectives

are assigned well-defined responsibilities for making the best use of resources (both those consumed by their own commands and any made available to organisations or individuals outside the NHS foundation trust), including a critical scrutiny of output and value for money

have the information (particularly about costs), training and access to the expert advice which they need to exercise their responsibilities effectively.

11. Accounting officers must make sure that their arrangements for delegation promote good management and that they are supported by the necessary staff with an appropriate balance of skills. Arrangements for internal audit should accord with the objectives, standards and practices set out in the Public Sector Internal Audit Standards.

https://www.gov.uk/government/publications/public-sector-internal-audit-standards

https://www.gov.uk/government/publications/public-sector-internal-audit-standards

4

Advice to the board

12. An accounting officer has particular responsibility to see that appropriate advice is tendered to the board of directors and the council of governors on all matters of financial propriety and regularity and, more broadly, as to all considerations of prudent and economical administration, efficiency and effectiveness. Accounting officers will need to determine how and in what terms such advice should be tendered, and whether in a particular case to make specific reference to their own duty as accounting officer to justify, to the Public Accounts Committee, transactions for which they are accountable.

13. The board of directors and the council of governors of an NHS foundation trust should act in accordance with the requirements of propriety or regularity. If the board of directors, council of governors or the chairman is contemplating a course of action involving a transaction which you as accounting officer consider would infringe these requirements, however, you should set out in writing your objection to the proposal and the reasons for this objection. If the board of directors, council of governors or chairman decides to proceed, you should seek a written instruction to take the action in question. You should also inform Monitor of the position, if possible before the decision is taken or in any event before the decision is implemented, so that Monitor, if it considers it appropriate, can intervene in accordance with its responsibilities under the Act. If the outcome is that you are overruled, the instruction must be complied with, but your objection and the instruction itself should be communicated without undue delay to the NHS foundation trust's external auditors and to Monitor. Provided that this procedure has been followed, the PAC can be expected to recognise that the accounting officer bears no personal responsibility for the transaction.

14. If a course of action is contemplated which raises an issue not of formal propriety or regularity but relating to your wider responsibilities for economy, efficiency and effectiveness, it is your duty to draw the relevant factors to the attention of the board of directors and the council of governors and to advise them in whatever way you deem appropriate. If your advice is overruled, and the proposal is one which as accounting officer you would not feel able to defend to the PAC as representing value for money, you should seek a written instruction before proceeding. Monitor should be informed of such an instruction, if possible before the decision is implemented. It will then be for Monitor to consider the matter, and decide whether or not to intervene.

15. If, because of the extreme urgency of the situation, there is no time to submit advice in writing in either of the eventualities referred to in paragraphs 13 and 14 before the decision is taken, you must ensure that, if the advice is overruled, both the advice and the instructions are recorded in writing immediately afterwards.

Appearance before the Committee of Public Accounts (PAC)

16. The C&AG may, under the National Audit Act 1983, carry out examinations into the economy, efficiency and effectiveness with which the NHS foundation trust has used its resources in discharging its functions. An accounting officer may expect to be called upon to appear before the PAC from time to time to give evidence on the reports arising from these examinations or reports following the annual certification audit, and to answer the PAC's questions concerning

5

expenditure and receipts for which he or she is accounting officer. An accounting officer may be supported by one or two other senior officials who may, if necessary, assist in giving evidence.

17. An accounting officer will be expected to furnish the PAC with explanations of any indications of weakness in the matters covered by paragraphs 8 to 15 above, to which their attention has been drawn by the C&AG or about which they may wish to question the accounting officer.

18. In practice, an accounting officer will normally have delegated authority to others, but cannot on that account disclaim responsibility or dilute his or her accountability. Nor, by convention, does the incumbent accounting officer decline to answer questions where the events took place before taking up appointment: the PAC may be expected not to press the incumbent's personal responsibility in such circumstances.

19. The PAC has emphasised the importance it attaches to accuracy of evidence, and the responsibility of witnesses to ensure this, in order to ensure that relevant lines of enquiry may be pursued at its hearings. The accounting officer should ensure that he or she is adequately and accurately briefed on matters which are likely to arise at the hearing. The accounting officer may, however, ask the PAC for leave to supply information not within his or her immediate knowledge by means of a later note. Should it be discovered subsequently that the evidence provided to the PAC has contained errors, these should be made known to the PAC at the earliest possible moment.

20. In general, the rules and conventions governing appearances of officials before parliamentary committees apply to the PAC, including the general convention that officials do not disclose the advice given to the board. Nevertheless, in a case where the procedure described in paragraph 13 was used concerning a matter of propriety or regularity, the accounting officer's advice, and its overruling by the board, would be disclosed to the PAC. In a case covered by paragraph 14, where the advice of an accounting officer has been overruled in a matter not of propriety or regularity but of prudent and economical administration, efficiency or effectiveness, the C&AG will have made clear in the report to the PAC that the accounting officer was overruled. The accounting officer should seek to avoid disclosing the advice given to the board, though subject to their agreement the accounting officer should be ready to explain the reasons for their decision.

Absence of an accounting officer

21. An accounting officer should ensure that he or she is generally available for consultation, and that in any temporary period of unavailability due to illness or other cause, or during the normal period of annual leave, there will be a senior officer in the NHS foundation trust who can act on his or her behalf if required.

22. If it becomes clear to the board of directors that an accounting officer is so incapacitated that he or she will be unable to discharge these responsibilities over a period of four weeks or more, the board of directors should appoint an acting accounting officer, usually the director of finance, pending the accounting officer's return. The same applies if, exceptionally, the accounting officer plans an absence of more than four weeks during which he or she cannot be contacted.

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23. The PAC may be expected to postpone a hearing if the relevant accounting officer is temporarily indisposed. Where the accounting officer is unable by reason of incapacity or absence to sign the accounts in time for submission, the NHS foundation trust may submit unsigned copies pending the accounting officer's return. If the accounting officer is unable to sign the accounts in time for printing, the acting accounting officer should sign instead.

Sources

This document is based on the guidance outlined in Managing Public Money, published in July 2013: www.gov.uk/government/publications/managing-public-money

http://www.gov.uk/government/publications/managing-public-money

http://www.gov.uk/government/publications/managing-public-money

Ggt/252448/5724354581 Constitution 2013v3 (w) 2013-08-20) Page 1 of 88

________________________________________________

CONSTITUTION OF

WRIGHTINGTON, WIGAN AND LEIGH NHS FOUNDATION TRUST

(A PUBLIC BENEFIT CORPORATION)

_________________________________________________


Constitution of Wrightington, Wigan and Leigh

NHS Foundation Trust

TABLE OF CONTENTS

Article Page

1. INTERPRETATION AND DEFINITIONS 5

2. NAME 8

3. PRINCIPAL PURPOSE 8

4. .POWERS 9

5. MEMBERSHIP AND CONSTITUENCIES 9

6. APPLICATION FOR MEMBERSHIP 9

7. PUBLIC CONSTITUENCY 10

8. STAFF CONSTITUENCY 10

9. RESTRICTION ON MEMBERSHIP 11

10. ANNUAL MEMBERS’ MEETING 11

11. COUNCIL OF GOVERNORS – COMPOSITION 12

12. COUNCIL OF GOVERNORS – ELECTION OF GOVERNORS 12

13. COUNCIL OF GOVERNORS - TENURE 12

14. COUNCIL OF GOVERNORS – DISQUALIFICATION AND REMOVAL 13

15. COUNCIL OF GOVERNORS – DUTIES OF GOVERNORS 13

16. COUNCIL OF GOVERNORS – MEETINGS OF GOVERNORS 13

17. COUNCIL OF GOVERNORS – STANDING ORDERS 14

18. COUNCIL OF GOVERNORS – REFERRAL TO THE PANEL 14

19. COUNCIL OF GOVERNORS - CONFLICTS OF INTEREST OF GOVERNORS 14

20. COUNCIL OF GOVERNORS – TRAVEL EXPENSES 15

21. COUNCIL OF GOVERNORS – FURTHER PROVISIONS 16

22. BOARD OF DIRECTORS – COMPOSITION 16

23. BOARD OF DIRECTORS – GENERAL DUTY 16


24. BOARD OF DIRECTORS – QUALIFICATION FOR APPOINTMENT AS A NON-EXECUTIVE

DIRECTOR 16

25. BOARD OF DIRECTORS – APPOINTMENT AND REMOVAL OF CHAIRMAN AND OTHER

NON-EXECUTIVE DIRECTORS 17

26. BOARD OF DIRECTORS – APPOINTMENT OF THE SENIOR INDEPENDENT DIRECTOR

17

27. BOARD OF DIRECTORS - APPOINTMENT AND REMOVAL OF THE CHIEF EXECUTIVE

AND OTHER EXECUTIVE DIRECTORS 17

28. BOARD OF DIRECTORS – DISQUALIFICATION 17

29. BOARD OF DIRECTORS – MEETINGS 18

30. BOARD OF DIRECTORS – STANDING ORDERS 18

31. BOARD OF DIRECTORS - CONFLICTS OF INTEREST OF DIRECTORS 18

32. BOARD OF DIRECTORS – REMUNERATION AND TERMS OF OFFICE 20

33. REGISTERS 20

34. ADMISSION TO AND REMOVAL FROM THE REGISTERS 21

35. REGISTERS – INSPECTION AND COPIES 21

36. DOCUMENTS AVAILABLE FOR PUBLIC INSPECTION 21

37. AUDITOR 22

38. AUDIT COMMITTEE 22

39. ACCOUNTS 23

40. ANNUAL REPORT AND FORWARD PLANS AND NON NHS WORK 23

41. PRESENTATION OF THE ANNUAL ACCOUNTS AND REPORTS TO THE GOVERNORS

AND MEMBERS 24

42. INSTRUMENTS 24

43. AMENDMENT OF THE CONSTITUTION 24

44. MERGERS AND SIGNIFICANT TRANSACTIONS 25

ANNEX 1 – THE PUBLIC CONSTITUENCIES 26

ANNEX 2 – THE STAFF CONSTITUENCY 27

ANNEX 3 – COMPOSITION OF COUNCIL OF GOVERNORS 28

ANNEX 4 –THE MODEL RULES FOR ELECTIONS 30


ANNEX 5 – ADDITIONAL PROVISIONS – COUNCIL OF GOVERNORS 59

ANNEX 6 - ADDITIONAL PROVISIONS – BOARD OF DIRECTORS 66

ANNEX 7 – STANDING ORDERS FOR THE PRACTICE AND PROCEDURE OF THE

COUNCIL OF GOVERNORS 70

ANNEX 8 – STANDING ORDERS FOR THE PRACTICE AND PROCEDURE OF THE

BOARD OF DIRECTORS 75

ANNEX 9 ADDITIONAL PROVISIONS – MEMBERS 77

ANNEX 10 – FURTHER PROVISIONS 82


1. Interpretation and definitions

Unless a contrary intention is evident or the context requires otherwise, words or expressions contained in this Constitution shall bear the same meaning as in the 2006 Act as amended by the 2012 Act.

Headings are for ease of reference only and are not to affect interpretation.

Words importing the masculine gender only shall include the feminine gender; words importing the singular shall import the plural and vice-versa.

“Accounting Officer” the person who from time to time discharges the functions specified in paragraph 25(5) of Schedule 7 to the 2006 Act as amended by the 2012 Act;

“Auditor” the auditor of the Foundation Trust appointed pursuant to Article 37.2;

“Annual Accounts” a report disclosing the financial position of the Foundation Trust for the preceding year;

“Annual Members Meeting” a meeting of Members held once a year to receive the Annual Report and Annual Accounts and the result of any elections;

“Annual Report” a comprehensive report on the Foundation Trust's activities throughout the preceding year

“Appointed Governors” those Governors appointed by the appointing organisations;

“Board of Directors” the Board of Directors of the Foundation Trust from time to time;

“Board Meeting” a meeting of the Board of Directors;

“CCG Governor” a Governor appointed by a Clinical Commissioning Group for which the Foundation Trust provides goods or services;

“Chairman” the chairman of the Foundation Trust appointed pursuant to Article 22.1 and ANNEX 6;

“Chairman of the meeting” the Chairman, Senior Independent Director or other person who chairs the particular meeting;

“Chief Executive” the chief officer of the Foundation Trust;

“Council of Governors” the Council of Governors of the Foundation Trust from time to time;


“Constituency” a Public Constituency or a Staff Constituency;

“Constitution” the constitution of the Foundation Trust (including the annexures to it) as amended from time to time;

“Contractor” a contractor to the Foundation Trust who employs or engages individuals who exercise functions on behalf of the Foundation Trust;

“Director” an individual who is a member of the Board of Directors, being an Executive Director or a non-executive Director (including the Chairman);

“Executive Director” a member of the Board of Directors who is also an employee (usually full-time) of the Foundation Trust;

“Elected Governors” each Public Governor and Staff Governor;

“Finance Director” the Executive Director primarily responsible for managing the financial risks of the Foundation Trust and financial reporting to the Board of Directors;

“Financial Year” (a) The period beginning with the date on which the Foundation Trust is authorised and ending with the next 31 March; and

(b) Each successive period of twelve months beginning with 1 April;

“Foundation Trust” the foundation trust referred to in Article 2;

“Governor” an individual who is a member of the Council of Governors, being an Appointed Governor or an Elected Governor;

“Lead Governor” a Governor appointed by the Council of Governors to be the Lead Governor in liaising with the Chairman and Monitor;

“Licence” the licence granted by Monitor to the Foundation Trust under section 87 of the 2012 Act;

“Local Authority” Wigan Metropolitan Borough Council;

“Local Authority Governor” a Governor appointed by the Local Authority to be a Governor of the Foundation Trust;

Meeting of the Council of Governors a duly convened meeting of the Council of Governors;

“Member” a person who has been accepted as a public or staff Member of the Foundation Trust;

“Members Meeting” a meeting of Members of the Foundation Trust;


“Monitor” is the body corporate known as Monitor, as provided by Section 61 of the 2012 Act;

“Motion” a formal proposition (either with or without notice pursuant to Standing Orders 9 and 10 of the Council of Governors), to be discussed and voted on during the course of a meeting about a matter for which the Council of Governors have responsibility or which affects the services provided by the Foundation Trust;

“Nominations Committee” a committee established by the Council of Governors pursuant to paragraph 1.1.4 of ANNEX 6;

“Panel” a panel of persons appointed by Monitor to which a governor of an NHS foundation trust may refer a question as to whether the foundation trust has failed or is failing:

(a) To act in accordance with its constitution; or

(b) To act in accordance with provision made by or under Chapter 5 of the 2006 Act;

“Partner” in relation to another person, a member of the same household living together as a family unit;

“Predecessor Trust” Wrightington Wigan and Leigh NHS Trust;

“Public Constituency” shall have the meaning ascribed thereto in Article 7.2;

“Public Governor” a Governor elected by the Members of one of the Public Constituencies;

“Question on Notice a question from a Governor or Governors (notice of which as been given pursuant to Standing Order 6 of the Council of Governors) about a matter for which the Council of Governors has responsibility or which affects the services provided by the Foundation Trust;

“Regulatory Framework” the 2006 Act and this Constitution;

“Secretary” the Secretary of the Foundation Trust appointed under this Constitution or any other person appointed to perform the duties of the Secretary, including a joint, assistant or deputy Secretary;

“Senior Independent Director” a non-executive Director appointed by the Council of Governors who will also hold the position of deputy Chairman;


“Special Meeting” a meeting of Members other than the Annual Members Meeting;

“Staff Constituency” shall have the meaning ascribed thereto in Article 8.3;

“Staff Governor” a Governor elected by the Members of one of the classes of the Staff Constituency;

“Vexatious Complainant” an individual who is found by the Foundation Trust (applying the relevant Foundation Trust policy) to have abused or used inappropriately the Foundation Trust’s or the Predecessor Trust’s complaints procedure;

“Voluntary Organisation” a body, other than a public or local authority, the activities of which are not carried on for profit;

“Volunteer” an individual who carries out functions on behalf of the Foundation Trust on a voluntary basis, whether as an individual or as part of a Voluntary Organisation.

“2006 Act” the National Health Service Act 2006;

“2012 Act” the Health and Social Care Act 2012.

2. Name

The name of the Foundation Trust is Wrightington, Wigan and Leigh NHS Foundation Trust.

3. Principal purpose

3.1 The principal purpose of the Foundation Trust is the provision of goods and services for the purposes of the health service in England.

3.2 The Foundation 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.

3.3 The Foundation Trust may provide goods and services for any purposes related to:

3.3.1 the provision of services provided to individuals for or in connection with the prevention, diagnosis or treatment of illness; and

3.3.2 the promotion and protection of public health;


3.4 The Foundation Trust may also carry on activities other than those mentioned in the above Article for the purpose of making additional income available in order better to carry on its principal purpose.

4. .Powers

4.1 The Foundation Trust has all the powers of an NHS Foundation Trust set out in the 2006 Act.

4.2 All the powers of the Foundation Trust shall be exercised by the Board of Directors on behalf of the Foundation Trust.

4.3 Any of these powers may be delegated to a committee of Directors or to an Executive Director.

4.4 Any power conferred on the Foundation Trust by Section 23 of the Mental Health Act 1983 may be exercised by any three or more persons authorised by the Board of Directors, each of whom is neither an Executive Director nor an employee of the Foundation Trust.

5. Membership and Constituencies

5.1 The Foundation Trust shall have Members, each of whom shall be a Member of one of the following constituencies:

5.1.1 a Public Constituency; or

5.1.2 the Staff Constituency.

5.2 Further provisions as to Member’s meetings are set out in ANNEX 9.

5.3 The Board of Directors may, from time to time, introduce and amend rules and regulations concerning the convening and holding of meetings of the Members of a Constituency or class of a Constituency and (to the extent that they are not inconsistent with the terms of the Regulatory Framework) the powers of such meetings. The Board of Directors shall consult with the Council of Governors before finalising such rules and regulations or their amendment

6. Application for membership

6.1 Subject to Article 8.6, an individual who is eligible to become a Member of the Foundation Trust may do so on application to the Foundation Trust in the form and manner approved by the Board of Directors from time to time and the individual shall become a Member only once his or her name has been entered into the register of Members.

6.2 Once the Secretary is satisfied that an applicant for membership is eligible for membership and is not precluded from being a Member by any provision of the Regulatory Framework, his or her name will be entered in the register of Members.


7. Public Constituency

7.1 Subject to paragraphs 1 and 2 of ANNEX 9, an individual who lives in an area specified in ANNEX 1 as an area for a Public Constituency may become or continue as a Member of the Foundation Trust.

7.2 Those individuals who are Members of the Foundation Trust and who live in an area specified for a Public Constituency are referred to collectively as a Public Constituency.

7.3 The minimum number of Members in each Public Constituency is specified in Annex 1.

8. Staff Constituency

8.1 Subject to paragraphs 1 and 2 of ANNEX 9, an individual who is employed by the Foundation Trust under a contract of employment with the Foundation Trust may become or continue as a Member of the Foundation Trust provided:

8.1.1 he is employed by the Foundation Trust under a contract of employment which has no fixed term or has a fixed term of at least 12 months; or

8.1.2 he has been continuously employed by the Foundation Trust under a contract of employment for at least 12 months.

8.2 Subject to the provisions of paragraphs 1 and 2 of ANNEX 9, an individual who exercises functions for the purposes of the Foundation Trust, otherwise than under a contract of employment with the Foundation Trust, may become or continue as a Member of the Foundation Trust, provided such individual has exercised these functions continuously for a period of at least 12 months, is employed or engaged by a Contractor and is not a Volunteer.

8.3 Those individuals who are eligible for membership of the Foundation Trust by reason of the Article 8.1 or Article 8.2 are referred to collectively as the Staff Constituency.

8.4 The Staff Constituency shall be divided into 3 descriptions of individuals who are eligible for membership of the Staff Constituency, each description of individuals being specified within ANNEX 2 and being referred to as a class within the Staff Constituency.

8.5 The minimum number of Members in each class of the Staff Constituency is specified in ANNEX 2.

8.6 Automatic membership by default – staff

8.6.1 An individual who is:


8.6.1.1 eligible to become a Member of the Staff Constituency, and

8.6.1.2 invited by the Foundation Trust to become a Member of the Staff Constituency and a Member of the appropriate class within the Staff Constituency,

shall become a Member of the Foundation Trust, as a Member of the Staff Constituency and appropriate class within the Staff Constituency, without an application being made, unless he informs the Foundation Trust that he does not wish to do so. If his name has already been inserted into the Register of Members at the time of such notification, it will be removed from the Register of Members on receipt of such notification.

8.6.2 An individual who is eligible to become a Member of the Staff Constituency may not become or continue as a Member of more than one staff class and if an individual is eligible to become a Member of more than one staff class, the Secretary shall determine (in his absolute discretion) which class it should be.

9. Restriction on membership

9.1 An individual who is a Member of a Constituency, or of a class within a Constituency, may not while membership of that Constituency or class continues, be a Member of any other Constituency or class.

9.2 An individual who satisfies the criteria for membership of the Staff Constituency may not become or continue as a Member of any Constituency other than the Staff Constituency.

9.3 The Secretary shall (in his absolute discretion) make the final decision as to which Constituency and, where applicable, which class of that Constituency an individual is eligible to be a Member of.

9.4 An individual must be at least 16 years old to become a Member of the Foundation Trust.

9.5 Further provisions as to the circumstances in which an individual may not become or continue as a Member of the Foundation Trust or may be expelled or have his membership terminated are set out in paragraphs 1 and 2 of ANNEX 9.

10. Annual Members’ Meeting

10.1 The Foundation Trust shall hold an Annual Members Meeting. The Annual Members Meeting shall be open to members of the public.


10.2 Further provisions about the Annual Members Meeting are set out in ANNEX 9 – Annual Members Meeting.

11. Council of Governors – composition

11.1 The Foundation Trust is to have a Council of Governors, which shall comprise both Elected Governors and Appointed Governors.

11.2 The composition of the Council of Governors is specified in ANNEX 3.

11.3 The Elected Governors shall be chosen by election by their Constituency or, where there are classes within a Constituency, by their class within that Constituency. The number of Governors to be elected by each Constituency, or, where appropriate, by each class of each Constituency, is specified in ANNEX 3.

11.4 The Appointed Governors shall be appointed by their appointing organisations as set out in paragraph 3.3 of ANNEX 3.

12. Council of Governors – election of Governors

12.1 Elections for Elected Governors of the Council of Governors shall be conducted in accordance with the Model Rules for Elections, as may be varied from time to time, using the single transferable vote method of voting.

12.2 The Model Rules for Elections, as may be varied from time to time, form part of this Constitution and are attached at ANNEX 4.

12.3 A subsequent variation of the Model Rules for Elections by the Department of Health shall not constitute a variation of the terms of this Constitution. For the avoidance of doubt, the terms of this Constitution are such that the Foundation Trust cannot amend the Model Rules for Elections.

12.4 An election, if contested, shall be by secret ballot.

13. Council of Governors - tenure

13.1 An Elected Governor shall normally hold office for a period of 3 years commencing immediately after the Annual Members Meeting at which his election is announced.

13.2 An Elected Governor shall cease to hold office if he ceases to be a Member of the Constituency or class by which he was elected.

13.3 Subject to Article 13.4, an Elected Governor shall be eligible for re-election at the end of his term.

13.4 An Elected Governor may not hold office for more than nine consecutive years, and shall not be eligible for re-election if he has already held office for more than six consecutive years.

13.5 For the purposes of these provisions concerning terms of office for Elected Governors, “year” means a period commencing


immediately after the conclusion of the Annual Members Meeting, and ending at the conclusion of the next Annual Members Meeting.

13.6 Further provisions as to tenure for Appointed Governors are set out at ANNEX 5.

14. Council of Governors – disqualification and removal

14.1 The following may not become or continue as a member of the Council of Governors:

14.1.1 a person who has been adjudged bankrupt or whose estate has been sequestrated and (in either case) has not been discharged;

14.1.2 a person who has made a composition or arrangement with, or granted a trust deed for, his creditors and has not been discharged in respect of it;

14.1.3 a person who within the preceding five years has been convicted in the British Isles of any offence if a sentence of imprisonment (whether suspended or not) for a period of not less than three months (without the option of a fine) was imposed on him.

14.2 Governors must be at least 16 years of age at the date they are nominated for election or appointment.

14.3 Further provisions as to the circumstances in which an individual may not become or continue as a member of the Council of Governors are set out in ANNEX 5.

15. Council of Governors – duties of governors

15.1 The general duties of the Council of Governors are:

15.1.1 to hold the non-executive Directors individually and collectively to account for the performance of the Board of Directors; and

15.1.2 to represent the interests of the Members of the Foundation Trust as a whole and the interests of the public.

15.2 The Foundation Trust must take steps to secure that the Governors are equipped with the skills and knowledge they require in their capacity as such.

16. Council of Governors – meetings of Governors

16.1 The Chairman of the Foundation Trust (i.e. the Chairman of the Board of Directors, appointed in accordance with the provisions of Article 25) or, in his absence the Senior Independent Director (appointed in accordance with the provisions of Article 26) or, in his absence, one of the non-executive Directors, shall preside at


meetings of the Council of Governors. If the person presiding at any such meeting has a conflict of interest in relation to the business being discussed, in the case of the Chairman, the Senior Independent Director will chair that part of the meeting, in the case of the Senior Independent Director, the Lead Governor will chair that part of the meeting.

16.2 Meetings of the Council of Governors shall be open to members of the public unless the Council of Governors decides otherwise in relation to all or part of a meeting for special reasons including (without limitation) commercial confidentiality. Members of the public may be excluded from a meeting, if in the opinion of the Chairman of the meeting they are interfering with or preventing the proper conduct of the meeting or for other special reasons

16.3 For the purposes of obtaining information about the Foundation Trust’s performance of its functions or the Directors’ performance of their duties (and deciding whether to propose a vote on the Foundation Trust’s or Directors’ performance), the Council of Governors may require one or more of the Directors to attend a meeting.

17. Council of Governors – standing orders

The standing orders for the practice and procedure of the Council of Governors, as may be varied from time to time, are attached at ANNEX 7.

18. Council of Governors – referral to the Panel

A Governor may refer a question to the Panel only if more than half of the members of the Council of Governors voting approve the referral.

19. Council of Governors - conflicts of interest of Governors

19.1 Members of the Council of Governors shall disclose to the Council of Governors any material interests (as defined below) held by a Governor, their spouse or Partner, which shall be recorded in the register of interests of Governors.

19.2 Subject to the exceptions below a material interest is:

19.2.1 any directorship of a company;

19.2.2 any interest or position in any firm, company, business or organisation (including any charitable or Voluntary Organisation) which has or is likely to have a trading or commercial relationship with the Foundation Trust;

19.2.3 any interest in an organisation providing health and social care services to the National Health Service;

19.2.4 a position of authority in a charity or Voluntary Organisation in the field of health and social care;


19.2.5 any connection with any organisation, entity or company considering entering into a financial arrangement with the Foundation Trust including but not limited to lenders or banks.

19.3 The exceptions which shall not be treated as interests or material interests for the purposes of these provisions are as follows:

19.3.1 shares not exceeding 2% of the total shares in issue held in any company whose shares are listed on any public exchange;

19.3.2 an employment contract with the Foundation Trust held by a Staff Governor;

19.3.3 an employment contract with a Clinical Commissioning Group held by a CCG Governor;

19.3.4 an employment contract with a local authority held by a Local Authority Governor;

19.3.5 an employment contract with a university held by a University Governor; or

19.3.6 an employment contract with or other position of authority within an appointing organisation held by an Appointed Governor.

19.4 Any Governor who has an interest in a matter to be considered by the Council of Governors (whether because the matter involves a firm, company, business or organisation in which the Governor or his spouse or Partner has a material interest or otherwise) shall declare such interest to the Council of Governors and:

19.4.1 shall withdraw from that part of the meeting and play no part in the relevant discussion or decision; and

19.4.2 shall not vote on the issue (and if by inadvertence they do remain and vote their vote shall not be counted).

19.5 Details of any such interest shall be recorded in the register of interests of Governors.

19.6 Any Governor who fails to disclose any interest or material interest required to be disclosed under these provisions must permanently vacate their office if required to do so by a majority of the remaining Governors present and voting on the matter.

20. Council of Governors – travel expenses

The Foundation Trust may pay travelling and other expenses to members of the Council of Governors at rates determined by the Foundation Trust.


21. Council of Governors – further provisions

Further provisions with respect to the Council of Governors are set out in ANNEX 5.

22. Board of Directors – composition

22.1 The Foundation Trust is to have a Board of Directors, which shall comprise both Executive Directors and non-executive Directors.

22.2 The Board of Directors is to comprise:

22.2.1 a non-executive Chairman

22.2.2 not less than five but not more than eight other non-executive Directors; and

22.2.3 not less than five but not more than eight Executive Directors;

provided always that at least half of the Board of Directors, excluding the Chairman, should comprise non-executive Directors determined by the Board of Directors to be independent.

22.3 One of the Executive Directors shall be the Chief Executive.

22.4 The Chief Executive shall be the Accounting Officer.

22.5 One of the Executive Directors shall be the Finance Director.

22.6 One of the Executive Directors is to be a registered medical practitioner or a registered dentist (within the meaning of the Dentists Act 1984).

22.7 One of the Executive Directors is to be a registered nurse or a registered midwife.

23. Board of Directors – general duty

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 Foundation Trust so as to maximise the benefits for the Members of the Foundation Trust as a whole and for the public.

24. Board of Directors – qualification for appointment as a non-executive Director

A person may be appointed as a non-executive Director only if –

24.1 he is a Member of a Public Constituency; or

24.2 where any of the Foundation Trust’s hospitals includes a medical or dental school provided by a university, he exercises functions for the purposes of that university; and

24.3 he is not disqualified by virtue of Article 28 or ANNEX 6.


25. Board of Directors – appointment and removal of Chairman and other non-executive Directors

25.1 The Council of Governors at a general Meeting of the Council of Governors shall appoint or remove the Chairman of the Foundation Trust and the other non-executive Directors.

25.2 Removal of the Chairman or another non-executive Directors shall require the approval of three-quarters of the members of the Council of Governors.

25.3 Further provisions as to the appointment and removal of the Chairman and other non-executive Directors are set out at ANNEX 6.

26. Board of Directors – appointment of the Senior Independent Director

The Council of Governors at a general meeting of the Council of Governors shall appoint one of the non-executive Directors as the Senior Independent Director. The Council of Governors at a general meeting of the Council of Governors may remove the Senior Independent Director as Senior Independent Director. The Senior Independent Director will be available to Members and Governors if they have concerns which contact through the normal channels of Chairman, Chief Executive or Finance Director has failed to resolve or for which such contact is inappropriate. If the Chairman is unable to discharge his office as Chairman of the Foundation Trust the Senior Independent Director shall be acting Chairman of the Foundation Trust.

27. Board of Directors - appointment and removal of the Chief Executive and other Executive Directors

27.1 The non-executive Directors shall appoint or remove the Chief Executive.

27.2 The appointment of the Chief Executive shall require the approval of the Council of Governors.

27.3 A committee consisting of the Chairman, the Chief Executive and other non-executive Directors shall appoint or remove the other Executive Directors.

27.4 The Board of Directors shall appoint one of the Executive Directors as deputy Chief Executive.

28. Board of Directors – disqualification

28.1 The following may not become or continue as a member of the Board of Directors:

28.1.1 a person who has been adjudged bankrupt or whose estate has been sequestrated and (in either case) has not been discharged.

28.1.2 a person who has made a composition or arrangement with, or granted a trust deed for, his creditors and has not been discharged in respect of it.


28.1.3 a person who within the preceding five years has been convicted in the British Isles of any offence if a sentence of imprisonment (whether suspended or not) for a period of not less than three months (without the option of a fine) was imposed on him.

28.2 Further provisions as to the circumstances in which an individual may not become or continue as a member of the Board of Directors are set out at ANNEX 6.

29. Board of Directors – meetings

29.1 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.

29.2 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.

30. Board of Directors – standing orders

The standing orders for the practice and procedure of the Board of Directors, as may be varied from time to time, are attached at ANNEX 8.

31. Board of Directors - conflicts of interest of Directors

31.1 Members of the Board of Directors shall disclose to the Board of Directors any material interests (as defined below) held by a Director, their spouse or Partner as soon as they become aware of it, which shall be recorded in the register of interests of the Directors.

31.2 A material interest is:

31.2.1 any interest (excluding a holding of shares in a company whose shares are listed on any public exchange where the holding is less than 2% of the total shares in issue) or position held by a Director in any firm, company or business which has or is likely to have a trading or commercial relationship with the Foundation Trust;

31.2.2 any interest in an organisation providing health and social care services to the National Health Service;

31.2.3 a position of authority in a charity or Voluntary Organisation in the field of health and social care;

31.2.4 any connection with any organisation, entity or company considering entering into a financial arrangement with the Foundation Trust, including but not limited to lenders or banks.

31.3 The duties that a Director of the Foundation Trust has by virtue of being a Director include in particular:


31.3.1 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 Foundation Trust;

31.3.2 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.

31.4 The duty referred to in Article 31.3.1 is not infringed if:

31.4.1 the situation cannot reasonably be regarded as likely to give rise to a conflict of interest; or

31.4.2 the matter has been authorised in accordance with this Constitution.

31.5 The duty referred to in Article 31.3.2 is not infringed if acceptance of the benefit cannot reasonably be regarded as likely to give rise to a conflict of interest.

31.6 In Article 31.3.2 “third party” means a person other than:

31.6.1 the Foundation Trust or

31.6.2 a person acting on its behalf.

31.7 If a Director has in any way a direct or indirect interest in a proposed transaction or arrangement with the Foundation Trust, the Director must declare the nature and extend of that interest to the other Directors.

31.8 If a declaration under Article 31.7 proves to be, or becomes, inaccurate or incomplete, a further declaration must be made.

31.9 Any declaration required by Article 31.7 must be made before the Foundation Trust enters into the transaction or arrangement.

31.10 Article 31.7 does not require a declaration of an interest of which the Director is not aware or where the Director is not aware of the transaction or arrangement in question.

31.11 A Director need not declare an interest under Article 31.7:

31.11.1 if it cannot reasonably be regarded as likely to give rise to a conflict of interest.

31.11.2 if, or to the extent that, the Directors are already aware of it;

31.11.3 if, or to the extent that, it concerns the terms of the Director’s appointment that have been or are to be considered:

31.11.3.1 by a meeting of the Board of Directors; or

31.11.3.2 by a committee of the Directors appointed for the purpose under this Constitution.


31.12 Any Director who has an interest in a matter to be considered by the Board of Directors (whether because the matter involves a firm, company, business or organisation in which the Director or his spouse or Partner has a material interest or otherwise) shall as provided by Article 31.1 or 31.7 declare such interest to the Board of Directors forthwith (or as soon as he becomes aware of it) and:

31.12.1 shall withdraw from that part of the meeting and play no part in the relevant discussion or decision; and

31.12.2 shall not vote on the issue (and if by inadvertence they do remain and vote their vote shall not be counted).

31.13 Details of any such interest shall be recorded in the register of interests of the Directors.

31.14 Any Director who fails to disclose any interest or material interest required to be disclosed under these provisions must permanently vacate their office if required to do so by (in the case of the Chief Executive) the non-executive Directors, in the case of any other Executive Director, a committee consisting of the Chairman, the Chief Executive and the other non executive Directors and (in the case of a non-executive Director) by three quarters of the members of the Council of Governors.

32. Board of Directors – remuneration and terms of office

32.1 The Council of Governors at a general Meeting of the Council of Governors shall decide the remuneration and allowances, and the other terms and conditions of office, of the Chairman and the other non-executive Directors.

32.2 The Foundation Trust shall establish a committee of non-executive Directors to decide the remuneration and allowances, and the other terms and conditions of office, of the Chief Executive and other Executive Directors.

33. Registers

The Foundation Trust shall have:

33.1 a register of Members showing, in respect of each Member, the Constituency to which he belongs and, where there are classes within it, the class to which he belongs;

33.2 a register of members of the Council of Governors showing, in respect of each Governor, his category of membership of the Council of Governors and an address through which he may be contacted (which may be the Foundation Trust’s address);

33.3 a register of interests of Governors showing, in respect of each Governor, any interests he has declared in accordance with this Constitution;

33.4 a register of Directors showing, in respect of each Director, his title and an address through which he may be contacted (which may be the Foundation Trust’s address); and


33.5 a register of interests of the Directors showing, in respect of each Director, any interests he has declared in accordance with this Constitution.

34. Admission to and removal from the registers

34.1 The Secretary shall be responsible for maintaining and updating the registers specified in Article 33.

34.2 The Secretary shall remove from the register of Members the name of any Member who ceases to be entitled to be a Member under the provisions of this Constitution.

34.3 The Secretary may retain the application forms and other information with which he is provided concerning the Members or prospective Members, Directors and Governors for the purpose of administering the provisions of this Constitution but these will not form part of the registers specified in Article 33 and will not be available for inspection or copying by the public.

35. Registers – inspection and copies

35.1 The Foundation Trust shall make the registers specified in Article 33 available for inspection by members of the public, except in the circumstances set out below or as otherwise prescribed by regulations.

35.2 The Foundation Trust shall not make any part of its registers available for inspection by members of the public which shows details of any Member of the Foundation Trust, if the Member so requests.

35.3 So far as the registers are required to be made available:

35.3.1 they are to be available for inspection free of charge at all reasonable times;

35.3.2 a person who requests a copy of or extract from the registers is to be provided with a copy or extract; and

35.3.3 if the person requesting a copy or extract is not a Member of the Foundation Trust, the Foundation Trust may impose a reasonable charge for doing so.

36. Documents available for public inspection

36.1 The Foundation Trust shall make the following documents available for inspection by members of the public free of charge at all reasonable times:

36.1.1 a copy of the current Constitution;

36.1.2 a copy of the latest Annual Accounts and of any report of the auditor on them;

36.1.3 a copy of the latest Annual Report;

36.2 The Foundation Trust shall also make the following documents relating to a special administration of the Foundation Trust available for inspection by members of the public, free of charge at all reasonable times:


36.2.1 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;

36.2.2 a copy of any report laid under section 65D (appointment of trust special administrator) of the 2006 Act;

36.2.3 a copy of any draft report published under section 65F (administrator’s draft report), of the 2006 Act;

36.2.4 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 (Monitor’s decision), 65KB (Secretary of State’s response to Monitor’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;

36.2.5 a copy of any statement published or provided under section 65G (consultation plan), of the 2006 Act;

36.2.6 a copy of any final report published under section 65I (administrator’s final report) of the 2006 Act;

36.2.7 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

36.2.8 a copy of any information published under section 65M (replacement of trust special administrator), of the 2006 Act.

36.3 Any person who requests a copy of or extract from any of the above documents is to be provided with a copy or extract.

36.4 If the person requesting a copy or extract is not a Member of the Foundation Trust, the Foundation Trust may impose a reasonable charge for doing so.

37. Auditor

37.1 The Foundation Trust shall have an Auditor.

37.2 The Council of Governors shall appoint or remove the Auditor at a general Meeting of the Council of Governors.

37.3 Further provisions as to the Auditor are set out at ANNEX 10.

38. Audit committee

The Foundation Trust shall establish a committee of non-executive Directors as an audit committee to perform such monitoring, reviewing and other functions as are appropriate.


39. Accounts

39.1 The Foundation Trust must keep proper accounts and proper records in relation to the accounts.

39.2 Monitor may with the approval of the Secretary of State give directions to the Foundation Trust as to the content and form of its accounts

39.3 The Annual Accounts are to be audited by the Auditor.

39.4 The Foundation Trust shall prepare in respect of each Financial Year Annual Accounts in such form as Monitor may, with the approval of the Secretary of State, direct.

39.5 The functions of the Foundation Trust with respect to the preparation of the Annual Accounts shall be delegated to the Accounting Officer.

39.6 Further provisions as to the Annual Accounts are set out at ANNEX 10.

40. Annual Report and Forward Plans and Non NHS Work

40.1 The Foundation Trust shall prepare an Annual Report and send it to Monitor. Further provisions as to Annual Reports are set out at ANNEX 10.

40.2 The Foundation Trust shall give information as to its forward planning in respect of each Financial Year to Monitor.

40.3 The document containing the information with respect to forward planning (referred to above) shall be prepared by the Directors.

40.4 In preparing the document, the Directors shall have regard to the views of the Council of Governors.

40.5 Each forward plan must include information about:

40.5.1 the activities other than the provision of goods and services for the purposes of the health service in England that the Foundation Trust proposes to carry on; and

40.5.2 the income it expects to receive from doing so,

40.6 Where a forward plan contains a proposal that the Foundation Trust carry on an activity of a kind mentioned in Article 40.5.1, the Council of Governors must:

40.6.1 determine whether it is satisfied that the carrying on of the activity will not to any significant extent interfere with the fulfillment by the Foundation Trust of its principal purpose or the performance of its other functions; and

40.6.2 notify the Directors of its determination.

35.7 If the Foundation Trust proposes 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 it may


implement the proposal only if more than half of the members of the Council of Governors of the Foundation Trust voting approve its implementation.

41. Presentation of the Annual Accounts and reports to the Governors and Members

41.1 The following documents are to be presented to the Council of Governors at a general Meeting of the Council of Governors:

41.1.1 the Annual Accounts;

41.1.2 any report of the Auditor on them; and

41.1.3 the Annual Report.

41.2 The documents shall also be presented to the members of the Foundation Trust at the Annual Members Meeting by a least one member of the Board of Directors in attendance.

41.3 The Foundation Trust may combine a meeting of the Council of Governors convened for the purposes of Article 41.1 with the Annual Members Meeting.

42. Instruments

42.1 The Foundation Trust shall have a seal.

42.2 The seal shall not be affixed except under the authority of the Board of Directors.

43. Amendment of the Constitution

43.1 No amendment shall be made to this Constitution (including its Annexures, save as otherwise specified) unless:

43.1.1 more than half of the members of the Council of Governors voting approve the amendments; and

43.1.2 more than half of the members of the Board of Directors voting approve the amendments,

43.2 Amendments made under Article 43.1 take effect as soon as the conditions in that Article 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.

43.3 Where an amendment is made to the Constitution in relation 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 Foundation Trust):

43.3.1 at least one member of the Council of Governors must attend the next Annual Members Meeting and present the amendment, and

43.3.2 the Foundation Trust must give the Members an opportunity to vote on whether they approve the amendment.


If more than half of the Members voting approve the amendment, the amendment continues to have effect; otherwise, it ceases to have effect and the Foundation Trust must take such steps as are necessary as a result.

43.4 Amendments by the Foundation Trust of this Constitution are to be notified to Monitor. For the avoidance of doubt, Monitor’s functions do not include a power or duty to determine whether or not this Constitution, as a result of the amendments, accords with Schedule 7 of the 2006 Act.

44. Mergers and significant transactions

44.1 The Foundation 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;

44.2 The Foundation Trust may enter into a significant transaction only if more than half of the members of the Council of Governors of the Trust voting approve entering into the transaction.

44.3 For the purpose of Article 44.2 a “significant transaction” means a transaction that meets the criteria for a significant transaction laid down by Monitor from time to time within the Compliance Framework or (upon its replacement with the Risk Assessment Framework) the Risk Assessment Framework, as updated and amended by Monitor from time to time.


ANNEX 1 – THE PUBLIC CONSTITUENCIES (Articles 7.1 and 7.3)

1. The following areas are each a Public Constituency:

1.1 Wigan;

1.2 Leigh;

1.3 Makerfield; and

1.4 the rest of England and Wales

2. The minimum number of Members for each Public Constituency shall be four.


ANNEX 2 – THE STAFF CONSTITUENCY

(Articles 8.4 and 8.5)

1. The classes within the Staff Constituency shall be:

1.1 registered medical and dental practitioners;

1.2 registered nurses and midwives; and

1.3 all other staff

2. The minimum number of Members of each class of the Staff Constituency shall be four.


ANNEX 3 – COMPOSITION OF COUNCIL OF GOVERNORS

(Articles 11.2, 11.3 and 11.4)

1 The aggregate number of Public Governors is to be more than half of the total number of members of the Council of Governors.

2 The Council of Governors, subject to the 2006 Act, shall seek to ensure that, through the composition of the Council of Governors:

2.1 the interests of the community served by the Foundation Trust are appropriately represented; and

2.2 the level of representation of each Public Constituency, the classes of the Staff Constituency and the appointing organisations strikes an appropriate balance having regard to their legitimate interests in the Foundation Trust’s affairs;

and to this end, the Council of Governors:

2.3 shall at all times maintain a policy for the composition of the Council of Governors which takes account of the membership strategy;

2.4 shall from time to time, and not less than every three years, review the policy for the composition of the Council of Governors, and

2.5 when appropriate shall propose amendments to this Constitution.

3 The Council of Governors of the Foundation Trust is to comprise:

3.1 16 Public Governors from the following Public Constituencies:

3.1.1 Wigan – 4 Public Governors;

3.1.2 Leigh – 4 Public Governors;

3.1.3 Makerfield – 4 Public Governors; and

3.1.4 the rest of England and Wales – 4 Public Governors.

3.2 5 Staff Governors from the following classes:

3.2.1 Medical and dental – 1 Staff Governor;

3.2.2 Nursing and midwifery – 2 Staff Governors; and

3.2.3 all other staff – 2 Staff Governors.

3.3 1 Appointed Governor to be appointed by Wigan Council.

3.4 6 Appointed Governors to be appointed by the following appointing organisations for the purpose of paragraph 9(7) of Schedule 7 to the 2006 Act:


3.4.1 1 Appointed Governor to be appointed by Wigan Borough Clinical Commissioning Group;

3.4.2 1 Appointed Governor to be appointed by the Local Medical Committee;

3.4.3 1 Appointed Governor to be appointed by the Foundation Trust’s Staff Side Committee;

3.4.4 1 Appointed Governor to be appointed by Age UK Wigan Borough;

3.4.5 1 Appointed Governor to be appointed by the University of Central Lancashire; and

3.4.6 1 Appointed Governor to be appointed by 5 Boroughs Partnership NHS Foundation Trust.


ANNEX 4 –THE MODEL RULES FOR ELECTIONS

(Article 12.2)

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 consent and particulars 11. Declaration of interests 12. Declaration of eligibility 13. Signature of candidate 14. Decisions as to validity of nomination papers 15. Publication of statement of nominated candidates 16. Inspection of statement of nominated candidates and nomination papers 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

Action to be taken before the poll

22. List of eligible voters 23. Notice of poll 24. Issue of voting documents 25. Ballot paper envelope and covering envelope

The poll

26. Eligibility to vote 27. Voting by persons who require assistance 28. Spoilt ballot papers 29. Lost ballot papers 30. Issue of replacement ballot paper 31. Declaration of identity for replacement ballot papers


Procedure for receipt of envelopes

32. Receipt of voting documents 33. Validity of ballot paper 34. Declaration of identity but no ballot paper 35. Sealing of packets

Part 6 - Counting the votes

36. Interpretation of Part 6 37. Arrangements for counting of the votes 38. The count stv39. Rejected ballot papers fpp39. Rejected ballot papers stv40. First stage stv41. The quota stv42. Transfer of votes stv43. Supplementary provisions on transfer stv44. Exclusion of candidates stv45. Filling of last vacancies stv46. Order of election of candidates fpp46. Equality of votes

Part 7 – Final proceedings in contested and uncontested elections

fpp47. Declaration of result for contested elections stv47. Declaration of result for contested elections 48. Declaration of result for uncontested elections

Part 8 – Disposal of documents

49. Sealing up of documents relating to the poll 50. Delivery of documents 51. Forwarding of documents received after close of the poll 52. Retention and public inspection of documents 53. Application for inspection of certain documents relating to election

Part 9 – Death of a candidate during a contested election

fpp54. Countermand or abandonment of poll on death of candidate stv54. Countermand or abandonment of poll on death of candidate

Part 10 – Election expenses and publicity

Expenses

55. Expenses incurred by candidates 56. Expenses incurred by other persons 57. Personal, travelling, and administrative expenses

Publicity

58. Publicity about election by the corporation 59. Information about candidates for inclusion with voting documents 60. Meaning of “for the purposes of an election”

Part 11 – Questioning elections and irregularities

61. Application to question an election


Part 12 – Miscellaneous

62. Secrecy 63. Prohibition of disclosure of vote 64. Disqualification 65. Delay in postal service through industrial action or unforeseen event

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Part 1 - Interpretation

1. Interpretation – (1) In these rules, unless the context otherwise requires -

“corporation” means the public benefit corporation subject to this constitution;

“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 board of governors;

“the regulator” means the Independent Regulator for NHS foundation trusts; and

“the 2006 Act” means the National Health Service Act 2006.

(2) Other expressions used in these rules and in Schedule 7 to the National Health Service Act 2006 have the same meaning in these rules as in that Schedule.

Part 2 – Timetable for election

2. Timetable - 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 papers to returning officer

Not later than the twenty eighth day before the day of the close of the poll

Publication of statement of nominated candidates

Not later than the twenty seventh day before the day of the close of the poll.

Final day for delivery of notices of withdrawals by candidates from election

Not later than twenty fifth day before the 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 - (1) In computing 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 the 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.

(2) In this rule, “bank holiday” means a day which is a bank holiday under the Banking and Financial Dealings Act 1971 in England and Wales.

Part 3 – Returning officer

4. Returning officer – (1) Subject to rule 64, the returning officer for an election is to be appointed by the corporation.

(2) Where two or more elections are to be held concurrently, the same returning officer may be appointed for all those elections.

5. Staff – Subject to rule 64, the returning officer may appoint and pay such staff, including such technical advisers, as he or she considers necessary for the purposes of the election.

6. Expenditure - The corporation is to pay the returning officer –

(a) any expenses incurred by that officer in the exercise of his or her functions under these rules,

(b) such remuneration and other expenses as the corporation may determine.

7. Duty of co-operation – The corporation is to co-operate with the returning officer in the exercise of his or her functions under these rules.

Part 4 - Stages Common to Contested and Uncontested Elections

8. Notice of election – The returning officer is to publish a notice of the election stating –

(a) the Constituency, or class within a Constituency, for which the election is being held,

(b) the number of members of the board of governors to be elected from that Constituency, or class within that Constituency,

(c) the details of any nomination committee that has been established by the corporation,

(d) the address and times at which nomination papers may be obtained;

(e) the address for return of nomination papers and the date and time by which they must be received by the returning officer,

(f) the date and time by which any notice of withdrawal must be received by the returning officer

(g) the contact details of the returning officer, and

(h) he date and time of the close of the poll in the event of a contest.


9. Nomination of candidates – (1) Each candidate must nominate themselves on a single nomination paper.

(2) The returning officer-

(a) Is to supply any member of the corporation with a nomination paper, and

(b) is to prepare a nomination paper for signature at the request of any member of the corporation,

but it is not necessary for a nomination to be on a form supplied by the returning officer.

10. Candidate’s particulars – (1) The nomination paper must state the candidate’s -

(a) full name,

(b) contact address in full, and

(c) Constituency, or class within a Constituency, of which the candidate is a member.

11. Declaration of interests – The nomination paper must state –

(a) any financial interest that the candidate has in the corporation, 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 – The nomination paper must include a declaration made by the candidate–

(a) that he or she is not prevented from being a member of the board 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 his or her 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 – The nomination paper must be signed and dated by the candidate, indicating that –

(a) he or she wishes 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.

14. Decisions as to the validity of nomination – (1) Where a nomination paper 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 paper 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.

(2) The returning officer is entitled to decide that a nomination paper 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 papers, 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, as required by rule 13.

(3) The returning officer is to examine each nomination paper as soon as is practicable after he or she has received it, and decide whether the candidate has been validly nominated.

(4) Where the returning officer decides that a nomination is invalid, the returning officer must endorse this on the nomination paper, stating the reasons for their decision.

(5) The returning officer is to send notice of the decision as to whether a nomination is valid or invalid to the candidate at the contact address given in the candidate’s nomination paper.

15. Publication of statement of candidates – (1) The returning officer is to prepare and publish a statement showing the candidates who are standing for election.

(2) The statement must show –

(a) the name, contact address, and Constituency or class within a Constituency of each candidate standing, and

(b) he declared interests of each candidate standing, as given in their nomination paper.

(3) The statement must list the candidates standing for election in alphabetical order by surname.

(4) The returning officer must send a copy of the statement of candidates and copies of the nomination papers to the corporation as soon as is practicable after publishing the statement.


16. Inspection of statement of nominated candidates and nomination papers –

(1) The corporation is to make the statements of the candidates and the nomination papers supplied by the returning officer under rule 15(4) available for inspection by members of the public free of charge at all reasonable times.

(2) If a person requests a copy or extract of the statements of candidates or their nomination papers, the corporation is to provide that person with the copy or extract free of charge.

17. Withdrawal of candidates - 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 – (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 board of governors, a poll is to be taken in accordance with Parts 5 and 6 of these rules.

(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 board of governors, those candidates are to be declared elected in accordance with Part 7 of these rules.

(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 board 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 him or her in consultation with the corporation.

Part 5 – Contested elections

19. Poll to be taken by ballot – (1) The votes at the poll must be given by secret ballot.

(2) The votes are to be counted and the result of the poll determined in accordance with Part 6 of these rules.

20. The ballot paper – (1) The ballot of each voter 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.

(2) Every ballot paper must specify –

(a) the name of the corporation,

(b) the Constituency, or class within a Constituency, for which the election is being held,


(c) the number of members of the board 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,

(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.

(3) Each ballot paper must have a unique identifier.

(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) – (1) In respect of an election for a public or patient Constituency a declaration of identity must be issued with each ballot paper.

(2) The declaration of identity is to include a declaration –

(a) that the voter is the person to whom the ballot paper was addressed,

(b) that the voter has not marked or returned any other voting paper in the election, and

(c) for a member of the public or patient Constituency, of the particulars of that member’s qualification to vote as a member of the Constituency or class within a Constituency for which the election is being held.

(3) The declaration of identity is to include space for –

(a) the name of the voter,

(b) the address of the voter,

(c) the voter’s signature, and

(d) the date that the declaration was made by the voter.

(4) The voter must be required to return the declaration of identity together with the ballot paper.

(5) The declaration of identity must caution the voter that, if it is not returned with the ballot paper, or if it is returned without being correctly completed, the voter’s ballot paper may be declared invalid.

Action to be taken before the poll

22. List of eligible voters – (1) The corporation 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 26 as soon as is reasonably


practicable after the final date for the delivery of notices of withdrawals by candidates from an election.

(2) The list is to include, for each member, a mailing address where his or her ballot paper is to be sent.

23. Notice of poll - The returning officer is to publish a notice of the poll stating–

(a) the name of the corporation,

(b) the Constituency, or class within a Constituency, for which the election is being held,

(c) the number of members of the board 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 address for return of the ballot papers, and the date and time of the close of the poll,

(g) the address and final dates for applications for replacement ballot papers, and

(h) the contact details of the returning officer.

24. Issue of voting documents by returning officer – (1) 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 documents to each member of the corporation named in the list of eligible voters–

(a) a ballot paper and ballot paper envelope,

(b) a declaration of identity (if required),

(c) information about each candidate standing for election, pursuant to rule 59 of these rules, and

(d) a covering envelope.

(2) The documents are to be sent to the mailing address for each member, as specified in the list of eligible voters.

25. Ballot paper envelope and covering envelope – (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.

(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.

(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 declaration of identity if required, and

(b) the ballot paper envelope, with the ballot paper sealed inside it.

The poll

26. Eligibility to vote – An individual who becomes a member of the corporation on or before the closing date for the receipt of nominations by candidates for the election, is eligible to vote in that election.

27. Voting by persons who require assistance – (1) The returning officer is to put in place arrangements to enable requests for assistance to vote to be made.

(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 he or she considers necessary to enable that voter to vote.

28. Spoilt ballot papers (1) – If a voter has dealt with his or her ballot paper in such a manner that it cannot be accepted as a ballot paper (referred to a “spoilt ballot paper”), that voter may apply to the returning officer for a replacement ballot paper.

(2) On receiving an application, the returning officer is to obtain the details of the unique identifier on the spoilt ballot paper, if he or she can obtain it.

(3) The returning officer may not issue a replacement ballot paper for a spoilt ballot paper unless he or she –

(a) is satisfied as to the voter’s identity, and

(b) has ensured that the declaration of identity, if required, has not been returned.

(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. Lost ballot papers – (1) Where a voter has not received his or her ballot paper by the fourth day before the close of the poll, that voter may apply to the returning officer for a replacement ballot paper.

(2) The returning officer may not issue a replacement ballot paper for a lost ballot paper unless he or she –

(a) is satisfied as to the voter’s identity,


(b) has no reason to doubt that the voter did not receive the original ballot paper, and

(c) has ensured that the declaration of identity if required has not been returned.

(3) After issuing a replacement ballot paper for a lost ballot paper, the returning officer shall enter in a list (“the list of lost ballot papers”) –


(b) the details of the unique identifier of the replacement ballot paper.

30. Issue of replacement ballot paper– (1) If a person applies for a replacement ballot paper under rule 28 or 29 and a declaration of identity has already been received by the returning officer in the name of that voter, the returning officer may not issue a replacement ballot paper unless, in addition to the requirements imposed rule 28(3) or 29(2), he or she is also satisfied that that person has not already voted in the election, notwithstanding the fact that a declaration of identity if required has already been received by the returning officer in the name of that voter.

(2) After issuing a replacement ballot paper under this rule, the returning officer shall enter in a list (“the list of tendered ballot papers”) –


(b) the details of the unique identifier of the replacement ballot paper issued under this rule.

31. Declaration of identity for replacement ballot papers (public and patient constituencies) – (1) In respect of an election for a public or patient Constituency a declaration of identity must be issued with each replacement ballot paper.

(2) The declaration of identity is to include a declaration –

(a) that the voter has not voted in the election with any ballot paper other than the ballot paper being returned with the declaration, and

(b) of the particulars of that member’s qualification to vote as a member of the public or patient Constituency, or class within a Constituency, for which the election is being held.

(3) The declaration of identity is to include space for –

(a) the name of the voter,

(b) the address of the voter,

(c) the voter’s signature, and

(d) the date that the declaration was made by the voter.

(4) The voter must be required to return the declaration of identity together with the ballot paper.


(5) The declaration of identity must caution the voter that if it is not returned with the ballot paper, or if it is returned without being correctly completed, the replacement ballot paper may be declared invalid.

Procedure for receipt of envelopes

32. Receipt of voting documents – (1) Where the returning officer receives a –

(a) covering envelope, or

(b) any other envelope containing a declaration of identity 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 33 and 34 are to apply.

(2) The returning officer may open any ballot paper envelope for the purposes of rules 33 and 34, 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.

(3) The returning officer must make arrangements to ensure the safety and security of the ballot papers and other documents.

33. Validity of ballot paper – (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 a declaration of identity if required that has been correctly completed, signed, and dated.

(2) Where the returning officer is satisfied that paragraph (1) has been fulfilled, he or she is to –

(a) put the declaration of identity if required in a separate packet, and

(b) put the ballot paper aside for counting after the close of the poll.

(3) Where the returning officer is not satisfied that paragraph (1) has been fulfilled, he or she is to –

(a) mark the ballot paper “disqualified”,

(b) if there is a declaration of identity accompanying the ballot paper, mark it as “disqualified” and attach it the ballot paper,

(c) record the unique identifier on the ballot paper in a list (the “list of disqualified documents”); and

(d) place the document or documents in a separate packet.

34. Declaration of identity but no ballot paper (public and patient Constituency)

– Where the returning officer receives a declaration of identity if required but no ballot paper, the returning officer is to –


(a) mark the declaration of identity “disqualified”,

(b) record the name of the voter in the list of disqualified documents

indicating that a declaration of identity was received from the voter without a ballot paper; and

(c) place the declaration of identity in a separate packet.

35. Sealing of packets – As soon as is possible after the close of the poll and after the completion of the procedure under rules 33 and 34, the returning officer is to seal the packets containing–

(a) the disqualified documents, together with the list of disqualified documents inside it,

(b) the declarations of identity if required,

(c) the list of spoilt ballot papers,

(d) the list of lost ballot papers,

(e) the list of eligible voters, and

(f) the list of tendered ballot papers.

Part 6 - Counting the votes

stv36. Interpretation of Part 6 – In Part 6 of these rules –

“continuing candidate” means any candidate not deemed to be elected, and not excluded,

“count” means all the operations involved in counting of the first preferences recorded for candidates, the transfer of the surpluses of elected candidates, and the transfer of the votes of the excluded candidates,

“deemed to be elected” means deemed to be elected for the purposes of counting of votes but without prejudice to the declaration of the result of the poll,

“mark” means a figure, an identifiable written word, or a mark such as “X”,

“non-transferable vote” means a ballot paper –

(a) on which no second or subsequent preference is recorded for a continuing candidate, or

(b) which is excluded by the returning officer under rule stv44(4) below,

“preference” as used in the following contexts has the meaning assigned below–

(a) “first preference” means the figure “1” or any mark or word which clearly indicates a first (or only) preference,

(b) “next available preference” means a preference which is the second, or as the case may be, subsequent preference recorded in consecutive order for


a continuing candidate (any candidate who is deemed to be elected or is excluded thereby being ignored); and

(c) in this context, a “second preference” is shown by the figure “2” or any mark or word which clearly indicates a second preference, and a third preference by the figure “3” or any mark or word which clearly indicates a third preference, and so on,

“quota” means the number calculated in accordance with rule stv41 below,

“surplus” means the number of votes by which the total number of votes for any

candidate (whether first preference or transferred votes, or a combination of both) exceeds the quota; but references in these rules to the transfer of the surplus means the transfer (at a transfer value) of all transferable papers from the candidate who has the surplus,

“stage of the count” means –

(a) the determination of the first preference vote of each candidate,

(b) the transfer of a surplus of a candidate deemed to be elected, or

(c) the exclusion of one or more candidates at any given time,

“transferable paper” means a ballot paper on which, following a first preference, a second or subsequent preference is recorded in consecutive numerical order for a continuing candidate,

“transferred vote” means a vote derived from a ballot paper on which a second or subsequent preference is recorded for the candidate to whom that paper has been transferred, and

“transfer value” means the value of a transferred vote calculated in accordance with paragraph (4) or (7) of rule stv42 below.

37. Arrangements for counting of the votes – The returning officer is to make arrangements for counting the votes as soon as is practicable after the close of the poll.

38. The count – (1) The returning officer is to –

(a) count and record the number of ballot papers that have been returned, and

(b) count the votes according to the provisions in this Part of the rules.

(2) The returning officer, while counting and recording the number of ballot papers 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.

(3) The returning officer is to proceed continuously with counting the votes as far as is practicable.

Stv39. Rejected ballot papers – (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 the figure “1” standing alone is not placed so as to indicate a first preference for any candidate,

(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 be rejected and not counted, but the ballot paper shall not be rejected by reason

only of carrying the words “one”, “two”, “three” and so on, or any other mark instead of a figure if, in the opinion of the returning officer, the word or mark clearly indicates a preference or preferences.

(2) The returning officer is to endorse the word “rejected” on any ballot paper which under this rule is not to be counted.

(3) The returning officer is to draw up a statement showing the number of ballot papers rejected by him or her under each of the subparagraphs (a) to (d) of paragraph (1).

fpp39. Rejected ballot papers – (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 paragraphs (2) and (3) below, be rejected and not counted.

(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.

(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 it is not shown that he or she can be identified by it.

(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 paragraph (2) or (3) above, endorse the words “rejected in part” on the ballot paper and indicate which vote or votes have been counted.

(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 paper,

(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.

stv40. First stage – (1) The returning officer is to sort the ballot papers into parcels according to the candidates for whom the first preference votes are given.

(2) The returning officer is to then count the number of first preference votes given on ballot papers for each candidate, and is to record those numbers.

(3) The returning officer is to also ascertain and record the number of valid ballot papers.

stv41. The quota – (1) The returning officer is to divide the number of valid ballot papers by a number exceeding by one the number of members to be elected.

(2) The result, increased by one, of the division under paragraph (1) above (any fraction being disregarded) shall be the number of votes sufficient to secure the election of a candidate (in these rules referred to as “the quota”).

(3) At any stage of the count a candidate whose total votes equals or exceeds the quota shall be deemed to be elected, except that any election where there is only one vacancy a candidate shall not be deemed to be elected until the procedure set out in paragraphs (1) to (3) of rule stv44 has been complied with.

stv42. Transfer of votes – (1) Where the number of first preference votes for any candidate exceeds the quota, the returning officer is to sort all the ballot papers on which first preference votes are given for that candidate into sub-parcels so that they are grouped –

(a) according to next available preference given on those papers for any continuing candidate, or

(b) where no such preference is given, as the sub-parcel of nontransferable votes.

(2) The returning officer is to count the number of ballot papers in each parcel referred to in paragraph (1) above.


(3) The returning officer is, in accordance with this rule and rule stv43 below, to transfer each sub-parcel of ballot papers referred to in paragraph (1)(a) to the candidate for whom the next available preference is given on those papers.

(4) The vote on each ballot paper transferred under paragraph (3) above shall be at a value (“the transfer value”) which –

(a) reduces the value of each vote transferred so that the total value of all such votes does not exceed the surplus, and

(b) is calculated by dividing the surplus of the candidate from whom the votes are being transferred by the total number of the ballot papers on which those votes are given, the calculation being made to two decimal places (ignoring the remainder if any).

(5) Where at the end of any stage of the count involving the transfer of ballot papers, the number of votes for any candidate exceeds the quota, the returning officer is to sort the ballot papers in the sub-parcel of transferred votes which was last received by that candidate into separate sub-parcels so that they are grouped –

(a) according to the next available preference given on those papers for any continuing candidate, or

(b) where no such preference is given, as the sub-parcel of nontransferable votes.

(6) The returning officer is, in accordance with this rule and rule stv43 below, to transfer each sub-parcel of ballot papers referred to in paragraph (5)(a) to the candidate for whom the next available preference is given on those papers.

(7) The vote on each ballot paper transferred under paragraph (6) shall be at –

(a) a transfer value calculated as set out in paragraph (4)(b) above, or

(b) at the value at which that vote was received by the candidate from whom it is now being transferred,

whichever is the less.

(8) Each transfer of a surplus constitutes a stage in the count.

(9) Subject to paragraph (10), the returning officer shall proceed to transfer transferable papers until no candidate who is deemed to be elected has a surplus or all the vacancies have been filled.

(10) Transferable papers shall not be liable to be transferred where any surplus or surpluses which, at a particular stage of the count, have not already been transferred, are –

(a) less than the difference between the total vote then credited to the continuing candidate with the lowest recorded vote and the vote of the candidate with the next lowest recorded vote, or

(b) less than the difference between the total votes of the two or more continuing candidates, credited at that stage of the count with the lowest


recorded total numbers of votes and the candidate next above such candidates.

(11) This rule does not apply at an election where there is only one vacancy.

stv43. Supplementary provisions on transfer – (1) If, at any stage of the count, two or more candidates have surpluses, the transferable papers of the candidate with the highest surplus shall be transferred first, and if –

(a) The surpluses determined in respect of two or more candidates are equal, the transferable papers of the candidate who had the highest recorded vote at the earliest preceding stage at which they had unequal votes shall be transferred first, and

(b) the votes credited to two or more candidates were equal at all stages of the count, the returning officer shall decide between those candidates by lot, and the transferable papers of the candidate on whom the lot falls shall be transferred first.

(2) The returning officer shall, on each transfer of transferable papers under rule stv42 above –

(a) record the total value of the votes transferred to each candidate,

(b) add that value to the previous total of votes recorded for each candidate and record the new total,

(c) record as non-transferable votes the difference between the surplus and the total transfer value of the transferred votes and add that difference to the previously recorded total of non-transferable votes, and

(d) compare—

(i) the total number of votes then recorded for all of the candidates, together with the total number of non-transferable votes, with

(ii) the recorded total of valid first preference votes.

(3) All ballot papers transferred under rule stv42 or stv44 shall be clearly marked, either individually or as a sub-parcel, so as to indicate the transfer value recorded at that time to each vote on that paper or, as the case may be, all the papers in that sub-parcel.

(4) Where a ballot paper is so marked that it is unclear to the returning officer at any stage of the count under rule stv42 or stv44 for which candidate the next preference is recorded, the returning officer shall treat any vote on that ballot paper as a nontransferable vote; and votes on a ballot paper shall be so treated where, for example, the names of two or more candidates (whether continuing candidates or not) are so marked that, in the opinion of the returning officer, the same order of preference is indicated or the numerical sequence is broken.

stv44. Exclusion of candidates – (1) If—

(a) all transferable papers which under the provisions of rule stv42 above (including that rule as applied by paragraph (11) below) and this rule are required to be transferred, have been transferred, and


(b) subject to rule stv45 below, one or more vacancies remain to be filled, the returning officer shall exclude from the election at that stage the candidate with the then lowest vote (or, where paragraph (12) below applies, the candidates with the then lowest votes).

(2) The returning officer shall sort all the ballot papers on which first preference votes are given for the candidate or candidates excluded under paragraph (1) above into two sub-parcels so that they are grouped as—

(a) ballot papers on which a next available preference is given, and

(b) ballot papers on which no such preference is given (thereby including ballot papers on which preferences are given only for candidates who are deemed to be elected or are excluded).

(3) The returning officer shall, in accordance with this rule and rule stv43 above, transfer each sub-parcel of ballot papers referred to in paragraph (2)(a) above to the candidate for whom the next available preference is given on those papers.

(4) The exclusion of a candidate, or of two or more candidates together, constitutes a further stage of the count.

(5) If, subject to rule stv45 below, one or more vacancies still remain to be filled, the returning officer shall then sort the transferable papers, if any, which had been transferred to any candidate excluded under paragraph (1) above into sub-parcels according to their transfer value.

(6) The returning officer shall transfer those papers in the sub-parcel of transferable papers with the highest transfer value to the continuing candidates in accordance with the next available preferences given on those papers (thereby passing over candidates who are deemed to be elected or are excluded).

(7) The vote on each transferable paper transferred under paragraph (6) above shall be at the value at which that vote was received by the candidate excluded under paragraph (1) above.

(8) Any papers on which no next available preferences have been expressed shall be set aside as non-transferable votes.

(9) After the returning officer has completed the transfer of the ballot papers in the sub-parcel of ballot papers with the highest transfer value he or she shall proceed to transfer in the same way the sub-parcel of ballot papers with the next highest value and so on until he has dealt with each sub-parcel of a candidate excluded under paragraph (1) above.

(10) The returning officer shall after each stage of the count completed under this rule—

(a) record –

(i) the total value of votes, or

(ii) the total transfer value of votes transferred to each candidate,


(b) add that total to the previous total of votes recorded for each candidate and record the new total,

(c) record the value of non-transferable votes and add that value to the previous non-transferable votes total, and

(d) compare—

(i) the total number of votes then recorded for each candidate together with the total number of non-transferable votes, with

(ii) the recorded total of valid first preference votes.

(11) If after a transfer of votes under any provision of this rule, a candidate has a surplus, that surplus shall be dealt with in accordance with paragraphs (5) to (10) of rule stv42 and rule stv43.

(12) Where the total of the votes of the two or more lowest candidates, together with any surpluses not transferred, is less than the number of votes credited to the next lowest candidate, the returning officer shall in one operation exclude such two or more candidates.

(13) If when a candidate has to be excluded under this rule, two or more candidates each have the same number of votes and are lowest—

(a) regard shall be had to the total number of votes credited to those candidates at the earliest stage of the count at which they had an unequal number of votes and the candidate with the lowest number of votes at that stage shall be excluded, and

(b) where the number of votes credited to those candidates was equal at all stages, the returning officer shall decide between the candidates by lot and the candidate on whom the lot falls shall be excluded.

stv45. Filling of last vacancies – (1) Where the number of continuing candidates is equal to the number of vacancies remaining unfilled the continuing candidates shall thereupon be deemed to be elected.

(2) Where only one vacancy remains unfilled and the votes of any one continuing candidate are equal to or greater than the total of votes credited to other continuing candidates together with any surplus not transferred, the candidate shall thereupon be deemed to be elected.

(3) Where the last vacancies can be filled under this rule, no further transfer of votes shall be made.

stv46. Order of election of candidates – (1) The order in which candidates whose votes equal or exceed the quota are deemed to be elected shall be the order in which their respective surpluses were transferred, or would have been transferred but for rule stv42(10) above.

(2) A candidate credited with a number of votes equal to, and not greater than, the quota shall, for the purposes of this rule, be regarded as having had the smallest surplus at the stage of the count at which he obtained the quota.


(3) Where the surpluses of two or more candidates are equal and are not required to be transferred, regard shall be had to the total number of votes credited to such candidates at the earliest stage of the count at which they had an unequal number of votes and the surplus of the candidate who had the greatest number of votes at that stage shall be deemed to be the largest.

(4) Where the number of votes credited to two or more candidates were equal at all stages of the count, the returning officer shall decide between them by lot and the candidate on whom the lot falls shall be deemed to have been elected first.

fpp46. 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

fpp47. Declaration of result for contested elections – (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 board 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 he or she has declared elected–

(i) where the election is held under a proposed constitution pursuant to powers conferred on the Wrightington, Wigan and Leigh NHS Trust by section 33(4) of the 2006 Act, to the chairman of the NHS Trust, or

(ii) in any other case, to the chairman of the corporation; and

(c) give public notice of the name of each candidate whom he or she has declared elected.

(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 fpp39(5), available on request.

stv47. Declaration of result for contested elections – (1) In a contested election, when the result of the poll has been ascertained, the returning officer is to—

(a) declare the candidates who are deemed to be elected under Part 6 of these rules as elected,

(b) give notice of the name of each candidate who he or she has declared elected –


(i) where the election is held under a proposed constitution pursuant to powers conferred on the Wrightington, Wigan and Leigh NHS Trust by section 33(4) of the 2006 Act, to the chairman of the NHS Trust, or

(ii) in any other case, to the chairman of the corporation, and

(c) give public notice of the name of each candidate who he or she has declared elected.

(2) The returning officer is to make –

(a) the number of first preference votes for each candidate whether elected or not,

(b) any transfer of votes,

(c) the total number of votes for each candidate at each stage of the count at which such transfer took place,

(d) the order in which the successful candidates were elected, and

(e) the number of rejected ballot papers under each of the headings in rule stv39(1), available on request.

48. Declaration of result for uncontested elections – 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 he or she has declared elected to the chairman of the corporation, and

(c) give public notice of the name of each candidate who he or she has declared elected.

Part 8 – Disposal of documents

49. Sealing up of documents relating to the poll – (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,

(b) the ballot papers endorsed with “rejected in part”,

(c) the rejected ballot papers, and

(d) the statement of rejected ballot papers.

(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 declarations of identity,

(c) the list of spoilt ballot papers,

(d) the list of lost ballot papers,

(e) the list of eligible voters, and

(f) the list of tendered ballot papers.

(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 corporation to which the election relates, and

(d) the Constituency, or class within a Constituency, to which the election relates.

50. Delivery of documents – 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 corporation.

51. Forwarding of documents received after close of the poll – 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 ballot papers are made too late to enable new ballot papers to be issued,

the returning officer is to put them in a separate packet, seal it up, and endorse and forward it to the chairman of the corporation.

52. Retention and public inspection of documents – (1) The corporation 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 regulator, cause them to be destroyed.

(2) With the exception of the documents listed in rule 53(1), the documents relating to an election that are held by the corporation shall be available for inspection by members of the public at all reasonable times.

(3) A person may request a copy or extract from the documents relating to an election that are held by the corporation, and the corporation is to provide it, and may impose a reasonable charge for doing so.

53. Application for inspection of certain documents relating to an election –

(1) The corporation may not allow the inspection of, or the opening of any sealed packet containing –


(a) any rejected ballot papers, including ballot papers rejected in part,

(b) any disqualified documents, or the list of disqualified documents,

(c) any counted ballot papers,

(d) any declarations of identity, or

(e) the list of eligible voters,

by any person without the consent of the Regulator.

(2) A person may apply to the Regulator to inspect any of the documents listed in (1), and the Regulator 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.

(3) The Regulator’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 corporation must only make the documents available for inspection in accordance with those terms and conditions.

(4) On an application to inspect any of the documents listed in paragraph (1), –

(a) in giving its consent, the regulator, and

(b) and making the documents available for inspection, the corporation,

must 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 his or her vote was given, and

(ii) that the regulator has declared that the vote was invalid.

Part 9 – Death of a candidate during a contested election

fpp54. Countermand or abandonment of poll on death of candidate – (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 ballot papers have been issued, direct that the poll be abandoned within that Constituency or class, and

(b) order a new election, on a date to be appointed by him or her in consultation with the corporation, within the period of 40 days, computed in


accordance with rule 3 of these rules, beginning with the day that the poll was countermanded or abandoned.

(2) Where a new election is ordered under paragraph (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.

(3) Where a poll is abandoned under paragraph (1)(a), paragraphs (4) to (7) are to apply.

(4) The returning officer shall not take any step or further step to open envelopes or deal with their contents in accordance with rules 33 and 34, and is to make up separate sealed packets in accordance with rule 35.

(5) The returning officer is to –

(a) count and record the number of ballot papers that have been received, and

(b) seal up the ballot papers into packets, along with the records of the number of ballot papers.

(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 corporation to which the election relates, and

(d) the Constituency, or class within a Constituency, to which the election relates.

(7) Once the documents relating to the poll have been sealed up and endorsed pursuant to paragraphs (4) to (6), the returning officer is to deliver them to the chairman of the corporation, and rules 52 and 53 are to apply.

stv54. Countermand or abandonment of poll on death of candidate – (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) publish a notice stating that the candidate has died, and

(b) proceed with the counting of the votes as if that candidate had been excluded from the count so that –

(i) ballot papers which only have a first preference recorded for the candidate that has died, and no preferences for any other candidates, are not to be counted, and

(ii) ballot papers which have preferences recorded for other candidates are to be counted according to the consecutive order of those preferences, passing over preferences marked for the candidate who has died.


(2) The ballot papers which have preferences recorded for the candidate who has died are to be sealed with the other counted ballot papers pursuant to rule 49(1)(a).

Part 10 – Election expenses and publicity

Election expenses

55. 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 to the regulator under Part 11 of these rules.

56 Expenses and payments by candidates - 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.

57. Election expenses incurred by other persons – (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 his or her 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.

(2) Nothing in this rule is to prevent the corporation from incurring such expenses, and making such payments, as it considers necessary pursuant to rules 58 and 59.

Publicity

58. Publicity about election by the corporation – (1) The corporation 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.

(2) Any information provided by the corporation about the candidates, including information compiled by the corporation under rule 59, 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.

(3) Where the corporation proposes to hold a meeting to enable the candidates to speak, the corporation must ensure that all of the candidates are invited to attend, and in organising and holding such a meeting, the corporation 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.

59. Information about candidates for inclusion with voting documents - (1) The corporation must compile information about the candidates standing for election to be distributed by the returning officer pursuant to rule 24 of these rules.

(2) The information must consist of –

(a) a statement submitted by the candidate of no more than 250 words, and

(b) a photograph of the candidate.

60. Meaning of “for the purposes of an election” - (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.

(2) The provision by any individual of his or her own services voluntarily, on his or her 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

61. Application to question an election – (1) An application alleging a breach of these rules, including an electoral irregularity under Part 10, may be made to the regulator.

(2) An application may only be made once the outcome of the election has been declared by the returning officer.

(3) An application may only be made to the Regulator 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.

(4) The application must –

(a) describe the alleged breach of the rules or electoral irregularity, and

(b) be in such a form as the Regulator may require.

(5) The application must be presented in writing within 21 days of the declaration of the result of the election.


(6) If the Regulator requests further information from the applicant, then that person must provide it as soon as is reasonably practicable.

a. The Regulator shall delegate the determination of an application to a person or persons to be nominated for the purpose of the Regulator.

b. The determination by the person or persons nominated in accordance with Rule 61(7) shall be binding on and shall be given effect by the corporation, 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.

c. The Regulator may prescribe rules of procedure for the determination of an application including costs.

Part 12 – Miscellaneous

62. Secrecy – (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 member of the corporation who has or has not been given a ballot paper or who has or has not voted,

(ii) the unique identifier on any ballot paper,

(iii) the candidate(s) for whom any member has voted.

(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.

(3) The returning officer is to make such arrangements as he or she thinks fit to ensure that the individuals who are affected by this provision are aware of the duties it imposes.

63. Prohibition of disclosure of vote – 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 he or she has voted.

64. Disqualification – 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 corporation,

(b) an employee of the corporation,

(c) a director of the corporation, or

(d) employed by or on behalf of a person who has been nominated for election.


65. Delay in postal service through industrial action or unforeseen event – 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 and declarations of identity,

the returning officer may extend the time between the publication of the notice of the poll and the close of the poll, with the agreement of the Regulator.


ANNEX 5 – ADDITIONAL PROVISIONS – COUNCIL OF GOVERNORS

(Articles 13.6, 14.3 and 21)

1. Appointed Governors

The Secretary, having consulted Wigan Borough Clinical Commissioning Group, Wigan Council and other appointing organisations has adopted a process for agreeing the appointment of the Appointed Governors with those appointing organisations.

2. Appointment of Lead Governor of the Council of Governors

The Council of Governors shall appoint one of the Governors to be Lead Governor of the Council of Governors. Appointment will be for the remainder of their term of office.

3. Tenure for Appointed Governors

3.1 An Appointed Governor:

3.1.1 shall normally hold office for a period of three years commencing immediately after the Annual Members Meeting at which his appointment is announced;

3.1.2 shall be eligible for re-appointment at the end of his term;

3.1.3 may not hold office for longer than nine consecutive years, and shall not be eligible for re-appointment if he has already held office for more than six consecutive years.

3.2 For the purposes of these provisions concerning terms of office for Appointed Governors, “year” means a period commencing immediately after the conclusion of the Annual Members Meeting, and ending at the conclusion of the next Annual Members Meeting.

3.3 An Appointed Governor shall cease to hold office if the appointing organisation which appointed him terminates the appointment.

4. Further provisions as to eligibility to become or to continue as a Governor

4.1 A person may not become or continue as a Governor if:

4.1.1 they are a Director of the Foundation Trust or another NHS foundation t rust, or a governor, director, chairman, or chief executive officer of another health service body (unless the health service body is a Clinical Commissioning Group who has appointed the person as a CCG Governor) or a body corporate whose business competes with healthcare services provided by the Foundation Trust;

4.1.2 they are the spouse, Partner, parent or child of a Director of the Foundation Trust;


4.1.3 they are a member of the Local Authority’s Overview and Scrutiny Committee covering health matters;

4.1.4 they have been previously removed as a Governor pursuant to paragraph 12 of this ANNEX 5;

4.1.5 being a Member of a Public Constituency, they refuse to sign a declaration in the form specified by the Secretary of particulars of their qualification to vote as a Member of the Foundation Trust, and that they are not prevented from being a member of the Council of Governors;

4.1.6 they are a Vexatious Complainant;

4.1.7 they are or become incapable, by reason of mental disorder, illness or injury of managing and administering t h e i r property and affairs;

4.1.8 within the preceding five years they have been subject to an Anti-Social Behaviour Order made under the Crime and Disorder Act 1998, as amended;

4.1.9 they have at any time been subject to the notification requirements under Part 2 of the Sexual Offences Act 2003 or a Sex Offenders Order has been made against them under the Crime and Disorder Act 1998, as amended;

4.1.10 their tenure of office as a chairman or member or director of a health service body or other public service body has been terminated on the grounds that their appointment is not in the interests of the service, for non attendance at meetings or for non disclosure of a material or other interest;

4.1.11 their name has been removed, other than by resignation, from a list maintained under regulations pursuant to sections 91, 106, 123 or 146 of the 2006 Act, or the equivalent lists maintained by Local Health Boards in Wales under the National Health Service (Wales) Act 2006, and they have not subsequently had their name included in such a list;

4.1.12 they have within the preceding two years been dismissed, otherwise than by reason of redundancy or ill health, from any paid employment with a health service body or other public service body;

4.1.13 they are the subject of a disqualification order made under the Company Directors' Disqualification Act 1986;

4.1.14 they are a person who Monitor has, at any time, removed or disqualified from being a director or a member of a council of governors under section 52 of the 2006 Act, whether in relation to the Foundation Trust or some other NHS foundation trust;


4.1.15 they have failed or refused to sign and deliver to the Secretary a statement in the form required by the Board of Directors confirming acceptance of the Governors’ Code of Conduct;

4.1.16 they are a Local Authority Governor and their sponsoring local authority ceases to be a local authority for the whole or part of the Foundation Trust’s area;

4.1.17 they are a university Governor and the Foundation Trust’s hospitals cease to include a medical or dental school provided by the university;

4.1.18 at any time in the last five years they have been removed as a Governor of the Foundation Trust or have been removed as a governor or expelled from membership of another NHS foundation trust;

4.1.19 on the basis of disclosures obtained through an application to the Criminal Records Bureau, they are not considered suitable by the Chief Executive; or

4.1.20 any time within the last five years, they have been involved as a perpetrator in a serious incident of violence or aggressive behaviour at any of the Foundation Trust’s hospitals or against any of the Predecessor Trust’s or the Foundation Trust’s service users, employees or other persons who exercise functions for the purposes of the Foundation Trust or against any Volunteer or against any person working for a health service body.

4.2 A person holding office as a Governor shall immediately cease to do so:

4.2.1 if they resign by notice in writing to the Secretary;

4.2.2 if they fail to attend three consecutive meetings of the Council of Governors, unless on the advice of the Secretary the other Governors present and voting are satisfied that:

4.2.2.1 the absences were due to reasonable causes; and

4.2.2.2 they will be able to start attending meetings of the Council of Governors again within such a period as the Council of Governors consider reasonable;

provided that any failure to comply with the obligations imposed on the person by the Governors under paragraph 4.2.2.2 shall result in immediate removal of the person in question from the office of Governor;

4.2.3 they have refused, without reasonable cause, to undertake and/or satisfactorily complete any training which the Council of Governors requires them to take in their capacity as a Governor;


4.2.4 they have failed to sign and deliver to the Secretary a statement in the form required by the Secretary confirming acceptance of the Code of Conduct for Governors;

4.2.5 they are removed from the Council of Governors under the provisions of paragraph 4.3;

4.2.6 in the case of an Elected Governor, if they cease to be a Member of the Constituency or class by which they were elected or upon the expiry of their term of office (unless they are duly re-elected); or

4.2.7 in the case of an Appointed Governor, if their appointing organisation withdraws its sponsorship of them by notice in writing to the Foundation Trust or upon the expiry of their term of office (unless they are duly re-elected).

4.3 A Governor may be removed from the Council of Governors by a resolution approved by not less than three-quarters of the remaining Governors present and voting on the grounds that:

4.3.1 they have committed a serious breach of the Code of Conduct for Governors or the Regulatory Framework; or

4.3.2 they have acted in a manner detrimental to the interests of the Foundation Trust

and the Council of Governors consider that it is not in the best interests of the Foundation Trust for them to continue as a Governor.

5. Notice of Ineligibility

5.1 It is the responsibility of each person proposing to become a Governor and

each Governor to ensure that he or she is aware, at all times, of his or her eligibility to become and continue to hold office as a Governor and that he or she has not ceased to hold office. It is not the responsibility of the Foundation Trust to make these enquires on his or her behalf.

5.2 A Governor and each person proposing to become a Governor, who

becomes aware of his or her ineligibility to hold office and/or his or her cessation of office (other than by reason of death, resignation, effluxion of time or removal under paragraph 4.3) shall inform the Secretary, in writing, as soon as practicable and in any event no later than 14 days from the date he or she first becomes aware of his or her ineligibility and/or cessation of office and in the case of a Governor, his or her name shall be removed forthwith from the Register of Governors in accordance with the provisions of Article 34.

5.3 Where a Governor’s term of office has been terminated in accordance with

the provisions of paragraph 4.3 , such decision of the Council of Governors shall be final and binding, without any right of appeal and his or her name


shall be removed forthwith from the Register of Governors in accordance with the provisions of Article 34. .

5.4 If it comes to the notice of the Secretary, at any time, otherwise than

pursuant to a notice given under paragraph 5.2, that a person is ineligible from becoming or continuing as a Governor and/ or he or she has ceased to hold office (other than by reason of death, resignation, effluxion of time or removal under paragraph 4.3), the Secretary shall, once he or she is satisfied of the facts and circumstances, declare that the person in question is ineligible and/or has ceased to hold office and give notice to him or her in writing to that effect, as soon as practicable and in any event within 14 days of the date of the said declaration and in the case of a Governor, his or her name shall be removed forthwith from the Register of Governors in accordance with the provisions of Article 34..

5.5 In the event that a Governor or person who is proposing to become a

Governor is given notice in writing by the Secretary under paragraph 5.4 and that person wishes to dispute the decision of the Secretary under paragraph 5.4, he or she may invoke the dispute resolution procedure set out in paragraph 16 of ANNEX 10, within 14 days of the date upon which the notice in writing was given to him or her. Pending any such referral and determination, the decision of the Secretary shall remain in full force and effect.

6. Vacancies amongst Governors

6.1 Where a vacancy arises on the Council of Governors for any reason other than expiry of a term of office, the following provisions will apply:

6.1.1 where the vacancy arises amongst the Appointed Governors, the Secretary shall request that the appointing organisation appoints a replacement to hold office for the remainder of the term of office.

6.1.2 where the vacancy arises amongst the Elected Governors, the Council of Governors shall be at liberty either:

6.1.2.1 to call an election within three months to fill the seat for the remainder of that term of office;

6.1.2.2 to invite the next highest polling candidate for that seat at the most recent election, who is willing to take office, to fill the seat until the next annual election, at which time the seat will fall vacant and subject to election for any unexpired period of the term of office; or

6.1.2.3 if the unexpired period of the term of office is less than six months, to leave the seat vacant until the next elections are held.

7. Further provisions as to meetings of Governors

7.1 The Council of Governors is to meet not less than four times in each Financial Year. Save in the case of emergencies or the need to conduct


urgent business, the Secretary shall give at least fourteen days written notice of the date, time and place of every Meeting of the Council of Governors together with an agenda and any supporting papers to all Governors. Notice will also be published on notice boards in the Foundation Trust headquarters and on the Foundation Trust’s website.

7.2 Meetings of the Council of Governors may be called by the Secretary, or by the Chairman, or by ten Governors (including at least five Public Governors and one Appointed Governor) who give written notice to the Secretary specifying the business to be carried out. The Secretary shall send a written notice of a meeting to all Governors as soon as possible after receipt of such a request. The Secretary shall call a meeting on at least fourteen but not more than twenty-eight days’ notice to discuss the specified business. If the Secretary fails to call such a meeting then the Chairman or ten Governors, whichever is the case, shall call such a meeting.

7.3 Twelve Governors, the majority of whom must be Public Governors, shall form a quorum.

7.4 The Council of Governors may invite the Chief Executive or any other member or members of the Board of Directors, or a representative of the Auditors or other advisors to attend a Meeting of the Council of Governors.

7.5 Subject to the following provisions of this paragraph, questions arising at a Meeting of the Council of Governors shall be decided by a majority of votes:

7.5.1 in case of an equality of votes the person chairing the meeting shall have a second or casting vote; and

7.5.2 no resolution of the Council of Governors shall be passed if it is opposed by all of the Public Governors present.

7.6 The Council of Governors may not delegate any of its powers to a committee or sub-committee, but it may appoint committees consisting of its members, Directors, and other persons to assist the Council of Governors in carrying out its functions. The Council of Governors may, through the Secretary, request that advisors assist them or any committee they appoint in carrying out its duties.

7.7 All decisions taken in good faith at a Meeting of the Council of Governors or of any committee shall be valid even if it is discovered subsequently that there was a defect in the calling of the meeting, or the appointment of the Governors attending the meeting.

8. Declaration

An Elected Governor may not vote at any Meeting of the Council of Governors unless, before attending, they have made a declaration in the form specified by the Secretary of the particulars of their qualification to vote as a Member of the Foundation Trust and that they are not prevented from being a member of the Council of Governors. An Elected Governor shall be deemed to have confirmed the declaration upon attending any subsequent Meeting of the Council of


Governors, and every agenda for meetings of the Council of Governors will draw this to the attention of Elected Governors.


ANNEX 6 - ADDITIONAL PROVISIONS – BOARD OF DIRECTORS

(Articles 25.3 and 28.2)

1 Appointment and Removal of Chairman and other Non-executive Directors

1.1 Non-executive Directors are to be appointed by the Council of Governors using the following procedure:

1.1.1 the Council of Governors will maintain a policy for the composition of the non-executive Directors which takes account of the membership strategy, and which they shall review from time to time and not less than every three years;

1.1.2 the Board of Directors will work with external organisations recognised as expert at appointments to identify the skills and experience required for non-executive Directors;

1.1.3 appropriate candidates (not more than five for each vacancy) will be identified by a Nominations Committee through a process of open competition, which take account of the policy maintained by the Council of Governors and the skills and experience required; and

1.1.4 the Nominations Committee will comprise as a minimum the Chairman of the Foundation Trust (or, when a Chairman is being appointed, the Senior Independent Director, unless he is standing for appointment, in which case another non-executive Director), two Elected Governors and one Appointed Governor. The Nominations Committee will agree the appointment panel, that will comprise two Elected Governors and one Appointed Governor. The chairman of another foundation trust will be invited to act as an independent assessor to the Nominations Committee appointment panel.

1.2 The removal of the Chairman or another non-executive Director shall be in accordance with the following procedures:

1.2.1 any proposal for removal must be proposed by a Governor in writing and counter signed by not less than ten Governors including at least five Public Governors and one Appointed Governor;

1.2.2 written reasons for the proposal shall be provided to the non-executive Director in question, who shall be given notice of not less than twenty one days to provide a written response which should be circulated to Governors in advance of a meeting. The non-executive Director should be invited to attend and speak as to such reasons; and

1.2.3 in making any decision to remove a non-executive Director, the Council of Governors shall take into account the annual appraisal carried out by the Chairman.


2 Further provisions as to disqualification of Directors

2.1 A person may not become or continue as a Director of the Foundation Trust if:

2.1.1 they are a member of the Council of Governors or a governor or director of a health service body;

2.1.3 they are the spouse, Partner, parent or child of a Director;

2.1.4 they are a member of the Local Authority’s Overview and Scrutiny Committee covering health matters;

2.1.5 they are the subject of a disqualification order made under the Company Directors Disqualification Act 1986;

2.1.6 they are a person whose tenure of office as a chairman or as a member or director of an NHS 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 material or other interest;

2.1.7 they have within the preceding two years been dismissed, otherwise than by reason of redundancy, from any paid employment with an NHS body;

2.1.8 in the case of a non-executive Director they have refused without reasonable cause to fulfill any training requirement established by the Board of Directors;

2.1.9 they have refused to sign and deliver to the Secretary a statement in the form required by the Board of Directors confirming acceptance of the Code of Conduct for Directors;

2.1.10 they are a Vexatious Complainant;

2.1.11 on the basis of disclosures obtained through an application to the Criminal Records Bureau, they are not considered suitable by the Foundation Trust’s Director responsible for Human Resources;

2.1.12 they are under the age of 18 years;

2.1.13 they are incapable, by reason of mental disorder, illness or injury of managing and administering their property and affairs;

2.1.14 they have, within the preceding five years, been subject to an Anti-Social Behaviour Order made under the Crime and Disorder Act 1998, as amended;

2.1.15 they have at any time been subject to the notification requirements under Part 2 of the Sexual Offences Act 2003 or a Sex Offenders Order made under the Crime and Disorder Act 1998, as amended;


2.1.16 they have had their name removed, other than by resignation, from a list maintained under regulations pursuant to sections 91, 106, 123 or 146 of the 2006 Act, or the equivalent lists maintained by Local Health Boards in Wales under the National Health Service (Wales) Act 2006, and have not subsequently had their name included in such a list;

2.1.17 Monitor has, at any time, removed or disqualified this person from being a director or member of a council of governors under section 52 of the 2006 Act, whether in relation to the Foundat ion Trust or some other NHS foundation t rust; or

2.1.18 they have at any time within the last five years been involved as a perpetrator in a serious incident of violence or aggressive behaviour at any of the Foundation Trust’s hospitals or against any of the Foundation Trust’s or Predecessor Trust’s service users, employees or other persons who exercise functions for the purposes of the Foundation Trust or against any Volunteer or against any person working for a health service body.

3 Meetings of the Board of Directors

3.1 Save in the case of emergencies or the need to conduct urgent business, the Secretary shall give to all Directors at least fourteen days written notice of the date, time and place of every meeting of the Board of Directors.

3.2 Meetings of the Board of Directors shall be open to members of the public unless the Board of Directors decides otherwise in relation to all or part of such meeting for reasons of commercial confidentiality or for other special reasons. The Chairman of the meeting may exclude any member of the public from a meeting of the Board of Directors if in his opinion they are interfering with or preventing the proper conduct of the meeting.

3.3 Meetings of the Board of Directors may be called by the Secretary, or by the Chairman or by four Directors who give written notice to the Secretary specifying the business to be carried out. The Secretary shall send a written notice of a meeting to all Directors as soon as possible after receipt of such a request. The Secretary shall, subject to paragraph 3.1 call a meeting on at least fourteen but not more than twenty-eight days’ notice to discuss the specified business. If the Secretary fails to call such a meeting then the Chairman or four Directors, whichever is the case, shall call such a meeting.

3.4 Six Directors including not less than three Executive Directors (one of whom must be the Chief Executive or another Executive Director nominated by the Chief Executive), and not less than three non-executive Directors (one of whom must be the Chairman or the Senior Independent Director) shall form a quorum.

3.5 The Board of Directors may agree that its members can participate in its meetings by telephone, other form of audio or video link. Participation in a meeting in this manner shall be deemed to constitute presence in person at the meeting.


3.6 The Chairman of the Foundation Trust or, in their absence, the Senior Independent Director, is to chair meetings of the Board of Directors.

3.7 Questions arising at a meeting of the Board of Directors shall be decided by a majority of votes and in case of an equality of votes the Chairman of the meeting shall have a second and casting vote.

4 Expenses

4.1 The Foundation Trust may reimburse Directors travelling and other costs and expenses incurred in carrying out their duties at such rates as the remuneration committee of non-executive Directors decides. These are to be disclosed in the Annual Report.

4.2 The remuneration and allowances for Directors are to be disclosed in bands in the Annual Report.


ANNEX 7 – STANDING ORDERS FOR THE PRACTICE AND PROCEDURE OF THE COUNCIL OF GOVERNORS

(Article 17)

1. These Standing Orders

These Standing Orders for the Practice and Procedures of the Council of Governors are the standing orders referred to in Article 17 of the Constitution. They may be amended in accordance with the procedure set out in Standing Order 18 below. If there is any conflict between these Standing Orders and the Constitution, the Constitution shall prevail.

2. Meetings

Meetings of the Council of Governors shall be held at regular intervals (normally no less than four times in each year) at such times and places as the Chairman may determine from time to time. The Secretary will publish the dates, times and locations of Meetings of the Council of Governors for the year not less than 3 months in advance. Other or emergency, meetings of the Council of Governors may be called in accordance with the Constitution.

3. Agendas and Papers

An agenda, copies of any Questions on Notice and/or Motions on notice to be considered at the relevant meeting and any supporting papers shall be sent to each Governor so as to arrive with each Governor normally no later than 7 days in advance of each meeting. Minutes of the previous meeting will be circulated with these papers for approval and this will be a specific agenda item.

4. Reports from the Executive Directors

At any meeting a Governor may ask any question through the Chairman of the meeting without notice on any report by an Executive Director, or other officer of the Foundation Trust, after that report has been received by or while such report is under consideration by the Council of Governors at the meeting. Unless the Chairman of the meeting decides otherwise no statements will be made other than those which are strictly necessary to define any question posed and in any event no statements will be allowed to last longer than 3 minutes each. A Governor who has put such a question may also put one supplementary question if the supplementary question arises directly out of the reply given to the initial question. The Chairman of the meeting may, in his absolute discretion, reject any question from any Governor if in the opinion of the Chairman of the meeting the question is substantially the same and relates to the same subject matter as a question which has already been put to that meeting or a previous meeting. At the absolute discretion of the Chairman of the meeting, questions may, at any meeting which is held in public, be asked of the Executive Directors present by Members of the Foundation Trust or any other members of the public present at the meeting.

5. Questions on Notice at Meetings

5.1 Subject to the provisions of Standing Order 6, a Governor may ask a Question on Notice of:

5.1.1 the Chairman;


5.1.2 another Governor; 5.1.3 an Executive Director; or 5.1.4 the Chairman of any sub-committee or working group of the

Council of Governors.

6. Notice of Questions

Notice of a Question on Notice must be given in writing to the Secretary at least 14 days prior to the relevant meeting. For the purposes of this Standing Order 6, receipt of any such Questions on Notice via electronic means is acceptable.

7. Response to a Question on Notice

7.1 An answer to a Question on Notice may take the form of:

7.1.1 a direct oral answer at the relevant meeting (which may, where the desired information is in a publication of the Foundation Trust or other published work, take the form of a reference to that publication);

7.1.2 where the reply cannot conveniently be given orally at the relevant

meeting, a written answer which will be circulated as soon as reasonably practicable to the questioner and to the other Governors with the agenda for the next meeting; or

7.1.3 a brief oral answer at the relevant meeting supplemented by a

written answer circulated as soon as reasonably practicable to the questioner and to the other Governors with the agenda for the next meeting.

8. Supplementary Questions in Respect of a Question on Notice

Supplementary questions for the purpose of clarification of a reply to a Question on Notice may be asked at the absolute discretion of the Chairman of

the meeting.

9. Motions on Notice

9.1 Notice

Subject to Standing Order 11, a Motion may only be submitted by Governors and must be received by the Secretary in writing at least 14 days prior to the meeting at which it is proposed to be considered, together with any relevant supporting papers. Except for Motions which can be moved without notice under Standing Order 10, the notice of every Motion must be signed or transmitted by at least two Governors. For the purposes of this Standing Order 9, receipt of any such Motions via electronic means is acceptable. All Motions received by the Secretary will be acknowledged by the Secretary in writing to the Governors who have signed or transmitted the same.


9.2 Scope

Motions may only be about matters for which the Council of Governors has a responsibility or which affect the services provided by the Foundation Trust.

10. Motions Without Notice

10.1 The following Motions may be moved at any meeting without notice:

10.1.1 in relation to the accuracy of the minutes of the previous meeting;

10.1.2 to change the order of business in the agenda for the meeting; 10.1.3 to refer a matter discussed at a meeting to an appropriate body

or individual; 10.1.4 to appoint a working group arising from an item on the agenda

for the meeting; 10.1.5 to receive reports or adopt recommendations made by the

Board of Directors; 10.1.6 to withdraw a Motion; 10.1.7 to amend a Motion; 10.1.8 to proceed to the next business on the agenda; 10.1.9 that the question be now put; 10.1.10 to adjourn a debate; 10.1.11 to adjourn a meeting; 10.1.12 to suspend a particular Standing Order contained within these

Standing Orders (provided that any Standing Order may only be suspended if at least one half of the aggregate number of Governors are present at the meeting in question and provided also that the Standing Order in question may only be suspended for the duration of the meeting in question);

10.1.13 to exclude the public and press from the meeting in question

(the Motion shall be “To exclude the press and public from the remainder of the meeting, owing to the confidential nature of the business to be transacted.”);

10.1.14 to not hear further from a Governor, or to exclude them from

the meeting in question (if a Governor persistently disregards the ruling of the Chairman of the meeting or behaves improperly or offensively or deliberately obstructs business, the Chairman of the meeting, in his absolute discretion, may move that the Governor in question be not heard further at the meeting in question. If seconded, the Motion will be voted on


without discussion. If the Governor continues to behave improperly after such a Motion is carried, the Chairman of the meeting may move that either the Governor leaves the meeting room or that the meeting in question is adjourned for a specified period. If seconded, the Motion will be voted on without discussion); or

10.1.15 to give the consent of the Council of Governors to any matter

where its consent is required pursuant to the Constitution.

11. Urgent Motions or Questions

Urgent Motions or questions may only be submitted by a Governor and must be received by the Secretary in writing before the commencement of the meeting in question. The Chairman of the meeting shall decide whether the Motion or question in question should be tabled.

12. Any Other Business

There will not be an agenda item entitled “Any Other Business”. Instead, there will be an item for “Motions or Questions on Notice”, (which are subject to the other provisions of these Standing Orders). There will be another item for “Urgent Motions or Questions”, (which are subject to Standing Order 11).

13. Speaking

13.1 This Standing Order applies to all forms of speech/debate by Governors or Members of the Foundation Trust and the public in relation to the Motion or question under discussion at a meeting.

13.2 Content and Length of Speeches

Any approval to speak must be given by the Chairman of the meeting. Speeches must be directed to the matter, Motion or question under discussion or to a point of order. Unless in the opinion of the Chairman of the meeting it would not be desirable or appropriate to time limit speeches on any topic to be discussed having regard to its nature complexity or importance, no proposal, speech, nor any reply, may exceed three minutes. In the interests of time the Chairman of the meeting may, in his absolute discretion, limit the number replies questions or speeches which are heard at any one meeting.

13.3 When a person may speak again

A person who has already spoken on a matter at a meeting may not speak again at that meeting in respect of the same matter, except: 13.3.1 in exercise of a right of reply; 13.3.2 on a point of order.

13.4 Identification

All speakers must state their name and role before starting to speak to ensure the accuracy of the minutes.


14. Voting

All questions put to the vote shall, at the discretion of the Chairman of the meeting, be decided by a show of hands. A paper ballot may be used if a majority of the Governors present so request.

15. Attendance

Governors who are unable to attend a meeting shall notify the Secretary in advance of the meeting in question so that their apologies may be submitted.

16. Quorum

The quorum for a Meeting of the Council of Governors will be as set out in ANNEX 5.

17. Chairing Meetings

The arrangements for chairing meetings of the Council of Governors are set out in Article 16.1 of the Constitution.

18. Amendments to Standing Orders

These Standing Orders may only be amended in accordance with paragraph 43 of the Constitution. A Motion to change the Standing Orders must be signed by at least ten Governors, including at least 5 Public Governors and 1 Appointed Governor and submitted to the Secretary in writing at least 21 days before the meeting at which the Motion is intended to be proposed.

19. Dispute between the Council of Governors and the Board of Directors

In the event of any unresolved dispute between the Council of Governors and the Board of Directors the provisions of paragraph 15 of ANNEX 10 of the Constitution shall apply.


ANNEX 8 – STANDING ORDERS FOR THE PRACTICE AND PROCEDURE OF THE BOARD OF DIRECTORS

(Article 30)

1 These Standing Orders

These Standing Orders for the Practice and Procedures of the Board of Directors are the standing orders referred to in Article 30 of the Constitution. They may be amended in accordance with the procedure set out in Standing Order 12 below. If there is any conflict between these Standing Orders and the Constitution, the Constitution shall prevail.

2 Meetings

Ordinary meetings of the Board of Directors shall be held at regular intervals, normally no less than 4 times in each year, at such times and in such places as the Board of Directors may determine from time to time.

3 Agendas and Papers

An agenda and any supporting papers shall be sent to each Director so as to arrive with each Director normally no later than 7 days in advance of each meeting. Minutes of the previous meeting will be circulated with these papers for approval and this will be a specific agenda item.

4 Voting

All questions put to the vote shall, at the discretion of the Chairman of the meeting, be decided by a show of hands. A paper ballot may be used if a majority of the Board of Directors present so request.

5 Attendance

Directors who are unable to attend a meeting shall notify the Secretary in writing in advance of the meeting in question so that their apologies may be submitted.

6 Quorum

The quorum for a meeting will be as set out in ANNEX 6.

7 Chairing Meetings

7.1 The arrangements for chairing a meeting are set out in ANNEX 6. The Chairman of the meeting may, in his absolute discretion:

7.1.1 exclude the press and public from a meeting owing to the

confidential nature of the business to be transacted; or

7.1.2 exclude a Director from a meeting if a Director persistently disregards the ruling of the Chairman of the meeting or behaves improperly or offensively or deliberately obstructs business.

8 Arrangements for the Exercise of Functions by Delegation


8.1 The Board of Directors may make arrangements on behalf of the Foundation Trust for the exercise of any of its powers by a formally constituted committee of Directors or the Chief Executive, subject to such restrictions and conditions as the Board of Directors thinks fit.

8.2 The powers which the Board of Directors has retained to itself within these

Standing Orders may in emergency be exercised by the Chief Executive and the Chairman after having consulted at lease two non-executive Directors. The exercise of such powers by the Chief Executive and Chairman shall be reported to the next formal meeting of the Board of Directors for ratification.

9 Committees

9.1 The Board of Directors may appoint committees with a membership wholly of Directors to exercise any of its powers.

9.2 The Board of Directors may appoint committees consisting wholly or partly of

members who are not Directors for any purpose which is calculated or likely to contribute to or assist it in the exercise of its powers but it may not delegate the exercise of any of its powers to such a committee.

10 Declaration of Interests and Register of Interests

The provisions relating to the formal declaration of interests by Directors (namely material and other interests) and the register of such interests maintained by the Foundation Trust are set out in Articles 31 and 33 of the Constitution.

11 Signature of Documents

The Chief Executive or other nominated officer of the Chief Executive shall be authorised by resolution of the Board of Directors to sign 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 any committee with delegated authority, on behalf of the Foundation Trust.

12 Amendments to Standing Orders

12.1 These Standing Orders may only be amended in accordance with Article 43 of the Constitution, and if the following requirements are also met:

12.1 the variation proposed does not contravene a statutory provision; 12.2 at least two-thirds of the Directors are present; and 12.3 no fewer than half the total of the Foundation Trust’s non-executive

Directors vote in favour of the amendment.

13 Dispute between the Council of Governors and the Board of Directors

In the event of any unresolved dispute between the Council of Governors and the Board of Directors the provisions of paragraph 15 of ANNEX 10 of the Constitution shall apply.


ANNEX 9 ADDITIONAL PROVISIONS – MEMBERS

(Article 5.2)

1. Disqualification from Membership

1.1 An individual may not become a Member of the Foundation Trust if:

1.1.1 they are under 16 years of age; or

1.1.2 within the last five years they have been involved as a perpetrator in a serious incident of aggression at any of the Foundation Trust’s hospitals or facilities or against any of the Foundation Trust’s employees or other persons who exercise functions for the purposes of the Foundation Trust, or against any Volunteer.

1.2 An individual who:

1.2.1 has threatened, harassed, harmed or abused staff, patients and/or visitors of the Foundation Trust or the Predecessor Trust; or

1.2.2 has been a Vexatious Complainant,

shall be refused membership of the Foundation Trust or where an existing Member shall have his membership of the Foundation Trust withdrawn.

2. Termination of Membership

2.1 A Member shall cease to be a Member if:

2.1.1 they resign by notice to the Secretary;

2.1.2 they die;

2.1.3 they are expelled from membership under this Constitution;

2.1.4 they cease to be entitled under this Constitution to be a Member of a Public Constituency or of any of the classes of the Staff Constituency; or

2.1.5 it appears to the Secretary that they no longer wish to be a Member of the Foundation Trust, and after enquiries made in accordance with a process approved by the Council of Governors, they fail to demonstrate that they wish to continue to be a Member of the Foundation Trust.


2.2 A Member may be expelled by a resolution approved by not less than two-thirds of the Governors present and voting at a Meeting of the Council of Governors. The following procedure is to be adopted:

2.2.1 any Member may complain to the Secretary that another Member has acted in a way detrimental to the interests of the Foundation Trust;

2.2.2 if a complaint is made, the Council of Governors may itself consider the complaint having taken such steps as it considers appropriate to ensure that each Member’s point of view is heard and may either:

2.2.2.1 dismiss the complaint and take no further action; or

2.2.2.2 for a period not exceeding twelve months suspend the rights of the Member complained of to attend Members Meetings and vote under this Constitution; or

2.2.2.3 arrange for a resolution to expel the Member complained of to be considered at the next meeting of the Council of Governors.

2.2.3 if a resolution to expel a Member is to be considered at a Meeting of the Council of Governors, details of the complaint must be sent to the Member complained of not less than one calendar month before the meeting with an invitation to answer the complaint and attend the meeting;

2.2.4 at the meeting the Council of Governors will consider evidence in support of the complaint and such evidence as the Member complained of may wish to place before them; and

2.2.5 if the Member complained of fails to attend the meeting without due cause the meeting may proceed in their absence.

2.3 A person expelled from membership will cease to be a Member upon the declaration by the Chairman of the meeting that the resolution to expel them is carried.

2.4 No person who has been expelled from membership is to be re-admitted except by a resolution carried by the votes of two-thirds of the Council of Governors present and voting.

3. NOTIFICATION OF INELIGIBILITY

3.1 It is the responsibility of each person proposing to become a Member and each Member to ensure that he or she is aware, at all times, of his or her eligibility to become and continue to be a Member and that he or she has not ceased to be a Member. It is not the responsibility of the Foundation Trust to make these enquires on his or her behalf.


3.2 A Member and each person proposing to become a Member, who becomes aware of his or her ineligibility to be a Member and/or his or her cessation of Membership (other than by reason of death, resignation or removal under paragraph 2.2) shall inform the Secretary, in writing, as soon as practicable and in any event no later than 14 days from the date he or she first becomes aware of his or her ineligibility and/or cessation of Membership and in the case of a Member, his or her name shall be removed forthwith from the Register of Members in accordance with the provisions of Article 34.

3.3 Where a Member’s membership has been terminated in accordance with the provisions of paragraph 2.2, such decision of the Council of Governors shall be final and binding, without any right of appeal and his or her name shall be removed forthwith from the Register of Governors in accordance with the provisions of Article 34.

3.4 If it comes to the notice of the Secretary, at any time, otherwise than pursuant to a notice given under paragraph 3.2, that a person is ineligible from becoming or continuing as a Member and/ or he or she has ceased to be a Member (other than by reason of death, resignation or removal under paragraph 2.2), the Secretary shall, once he or she is satisfied of the facts and circumstances, declare that the person in question is ineligible and/or has ceased to be a Member and give notice to him or her in writing to that effect, as soon as practicable and in any event within 14 days of the date of the said declaration and in the case of a Member, his or her name shall be removed forthwith from the Register of Members in accordance with the provisions of Article 34.

3.5 In the event that a Member or person who is proposing to become a Member is given notice in writing by the Secretary under paragraph 3.4 and that person wishes to dispute the decision of the Secretary under paragraph 3.4 he or she may invoke the dispute resolution procedure set out in paragraph 17 of ANNEX 10, within 14 days of the date upon which the notice in writing was given to him or her. Pending any such referral and determination the decision of the Secretary shall remain in full force and effect.

4. Members Meetings

4.1 The Foundation Trust is to hold an Annual Members Meeting within nine months of the end of each Financial Year.

4.2 All Members Meetings other than Annual Members Meetings are called Special Members Meetings.

4.3 Members Meetings are open to all Members of the Foundation Trust, Governors and Directors, and representatives of the auditor and members of the public. The Board of Directors may invite representatives of the media and any experts or advisors whose attendance they consider to be in the best interests of the Foundation Trust to attend a Members Meeting.


4.4 All Members Meetings are to be convened by the Secretary by order of the Board of Directors.

4.5 The Board of Directors may decide where a Members Meeting is to be held and may also for the benefit of Members:

4.5.1 arrange for the Annual Members Meeting to be held in different venues each year; or

4.5.2 make provisions for a Members Meeting to be held at different venues simultaneously provided that the different venues are connected with each other by audio or video link. In making such provision the Board of Directors shall also fix an appropriate quorum for each venue, provided that the aggregate of the quorum requirements shall not be less than the quorum set out below.

4.6 At the Annual Members Meeting:

4.6.1 the Board of Directors shall present to the Members:

4.6.1.1 the Annual Report and the Annual Accounts;

4.6.1.2 any report of the Auditor; and

4.6.1.3 forward planning information for the next Financial Year

4.6.2 the Council of Governors shall present to the Members a report on the steps taken to secure that (taken as a whole) the actual membership of each Public Constituency and of the classes of the Staff Constituency is representative of those eligible for such membership.

4.6.3 the results of the election and appointment of Governors and the appointment of non-executive Directors will be announced.

4.7 Notice of a Members Meeting is to be given:

4.7.1 by notice to all Members;

4.7.2 by notice prominently displayed at the head office and at all of the Foundation Trust’s places of business; and

4.7.3 by notice on the Foundation Trust’s website at least 14 clear days before the date of the meeting.

4.8 The notice must:

4.8.1 be given to the Council of Governors and the Board of Directors, and to the Auditor;

4.8.2 state whether the meeting is an Annual or Special Members Meeting;


4.8.3 give the time, date and place of the meeting; and

4.8.4 indicate the business to be dealt with at the meeting.

4.9 Before a Members Meeting can do business there must be a quorum present. Except where this Constitution says otherwise a quorum is one Member present from each of the Foundation Trust’s Constituencies.

4.10 The Foundation Trust may make arrangements for Members to vote by post, or (except with regard to elections to the Council of Governors, which are subject to ANNEX 4) by using electronic communications.

4.11 It is the responsibility of the Board of Directors, the Chairman of the meeting and the Secretary to ensure that at any Members Meeting:

4.11.1 the issues to be decided are clearly explained; and

4.11.2 sufficient information is provided to Members to enable rational discussion to take place.

4.12 The Chairman of the Foundation Trust, or in his absence the Senior Independent Director, shall act as Chairman of the meeting at all Members Meetings of the Foundation Trust. If neither the Chairman nor the Senior Independent Director is present, the Lead Governor shall act as Chairman of the meeting.

4.13 If no quorum is present within half an hour of the time fixed for the start of the meeting, the meeting shall stand adjourned to the same day in the next week at the same time and place or to such time and place as the Board of Directors determine. If a quorum is not present within half an hour of the time fixed for the start of the adjourned meeting, the number of Members present during the meeting is to be a quorum.

4.14 A resolution put to the vote at a Members Meeting shall be decided upon by a show of hands unless a poll is requested by the Chairman of the meeting.

4.15 Every Member present and every Member who has voted by post or using electronic communications is to have one vote. In the case of an equality of votes the Chairman of the meeting is to have a second and casting vote.

4.16 The result of any vote will be declared by the Chairman of the meeting and entered in the minute book. The minute book will be conclusive evidence of the result of the vote.


ANNEX 10 – FURTHER PROVISIONS

1. Commitments

The Foundation Trust shall exercise its functions effectively, efficiently and economically.

2. Representative Membership

2.1 The Foundation Trust shall at all times strive to ensure that taken as a whole its actual membership is representative of those eligible for membership. To this end:

2.1.1 the Foundation Trust shall at all times have in place and pursue a membership strategy which shall be approved by the Council of Governors, and shall be reviewed by them from time to time, and at least every three years,

2.1.2 the Council of Governors shall present to each Annual Members Meeting a report on steps taken to secure that (taken as a whole) the actual membership of each Public Constituency and of the classes of the Staff Constituency is representative of those eligible for such membership...

3. Co-operation with NHS bodies and other bodies

In exercising its functions the Foundation Trust shall co-operate with Clinical Commissioning Groups,, Special Health Authorities, the Commission for Health Care Audit and Inspection, NHS Foundation Trusts (or, in respect of each of the aforementioned, their successor bodies), other NHS trusts and other health and local authorities and organisations in accordance with the 2006 Act and any future guidance.

4. Openness

In conducting its affairs, the Foundation Trust shall have regard to the need to provide information to Members and conduct its affairs in an open and accessible way.

5. Prohibiting distribution

The profits or surpluses of the Foundation Trust are not to be distributed either directly or indirectly in any way at all among Members of the Foundation Trust.

6. Framework

The affairs of the Foundation Trust are to be conducted by the Board of Directors, the Council of Governors and the Members in accordance with the Regulatory Framework and the Licence. The Members, the Council of Governors and the Board of Directors are to have the roles and responsibilities set out in this Constitution.


7. Members

Members may attend and participate at Members Meetings, vote in elections to, and stand for election to, the Council of Governors, and take such other part in the affairs of the Foundation Trust as is provided in this Constitution.

8. Council of Governors

8.1 The roles and responsibilities of the Council of Governors, which are to be carried out in accordance with this Constitution are:

8.1.1 at a meeting of the Council of Governors:

8.1.1.1 to appoint or remove the Chairman and the other non-executive Directors;

8.1.1.2 to approve an appointment (by the non-executive Directors) of the Chief Executive;

8.1.1.3 to decide the remuneration and allowances, and the other terms and conditions of office, of the non-executive Directors;

8.1.1.4 to appoint or remove the Auditor;

8.1.1.5 to be presented with the Annual Accounts, any report of the auditor on them and the Annual Report; and

8.1.1.6 to refer a question to the Panel only if more than half of the members of the Council of Governors voting approve the referral (in accordance with the provisions of Article 18)

8.1.2 to provide their views to the Board of Directors when the Board of Directors is preparing the document containing information about the Foundation Trust’s forward planning;

8.1.3 to respond as appropriate when consulted by the Board of Directors in accordance with this Constitution;

8.1.4 to undertake such functions as the Board of Directors shall from time to time request;

8.1.5 to prepare and from time to time review the Foundation Trust’s membership strategy and its policy for the composition of the Council of Governors and of the non-executive Directors and when appropriate to make recommendations for the revision of this Constitution;

8.1.6 to hold the non-executive Directors individually and collectively to account for the performance of the Board of Directors; and

8.1.7 to represent the interest of the Members of the Foundation Trust as a whole and the interests of the public.


9. Board of Directors

The business of the Foundation Trust is to be managed by the Board of Directors, who shall exercise all the powers of the Foundation Trust, subject to any contrary provisions of the 2006 Act as given effect by this Constitution.

10. Secretary

10.1 The Foundation Trust shall have a Secretary who may be an employee. The Secretary may not be a Governor, or the Chief Executive or the Finance Director. The Secretary’s functions shall include:

10.1.1 acting as Secretary to the Council of Governors and the Board of Directors, and any committees;

10.1.2 summoning and attending all Members Meetings, meetings of the Council of Governors and the Board of Directors, and keeping the minutes of those meetings;

10.1.3 keeping the register of members and other registers and books required by this Constitution to be kept;

10.1.4 having charge of the Foundation Trust’s seal;

10.1.5 publishing to Members in an appropriate form information which they should have about the Foundation Trust’s affairs; and

10.1.6 preparing and sending to Monitor and any other statutory body all returns which are required to be made.

10.2 Minutes of every Members Meeting, of every Meeting of the Council of Governors and of every meeting of the Board of Directors are to be kept. Minutes of meetings will be read at the next meeting and signed by the Chairman of that meeting. The signed minutes will be conclusive evidence of the events of the meeting.

10.3 The Secretary is to be appointed and removed by the Board of Directors, in consultation with the Council of Governors. The Board of Directors may appoint a deputy Secretary who shall be entitled to fulfill the functions of the Secretary in their absence.

11. Further Provisions as to Auditor

11.1 A person may only be appointed as the Auditor if they (or in the case of a firm each of its members) are a member of one or more of the bodies referred to in paragraph 23 (4) of Schedule 7 to the 2006 Act.

11.2 An officer of the Audit Commission may be appointed as Auditor with the agreement of the Audit Commission. Where an officer of the Audit Commission is appointed as auditor, the Commission is to charge the Foundation Trust such fees for their services as will cover the full cost of providing them.


11.3 The Auditor is to carry out their duties in accordance with Schedule 10 to the 2006 Act and in accordance with any directions given by Monitor on standards, procedures and techniques to be adopted.

12. Further Provisions as to Accounts

12.1 The following documents will be made available to the Comptroller and Auditor General for examination at his request:

12.1.1 the Annual Accounts;

12.1.2 any records relating to them; and

12.1.3 any report of the Auditor on them.

12.2 In preparing its Annual Accounts, the Accounting Officer shall cause the Foundation Trust to comply with any directions given by Monitor with the approval of the Secretary of State as to:

12.2.1 the methods and principles according to which the accounts are to be prepared; and

12.2.2 the contents and form of the accounts,

and shall be responsible for the functions of the Foundation Trust as set out in paragraph 25 of Schedule 7 to the 2006 Act.

12.3 The Accounting Officer shall cause the Foundation Trust to:

12.3.1 lay a copy of the Annual Accounts, and any report of the Auditor on them, before Parliament; and

12.3.2 send copies of those documents to Monitor within such period as Monitor may direct.

13. Further Provisions as to Annual Reports

13.1 The Annual Reports are to give:

13.1.1 information on any steps taken by the Foundation Trust to secure that (taken as a whole) the actual membership of each Public Constituency and of the classes of the Staff Constituency is representative of those eligible for such membership; and

13.1.2 any other information Monitor requires.

13.2 The Foundation Trust is to comply with any decision Monitor makes as to:

13.2.1 the form of the Annual Reports;

13.2.2 when the Annual Reports are to be sent to it; and

13.2.3 the periods to which the Annual Reports are to relate.


14. Indemnity

Members of the Council of Governors and the Board of Directors and the Secretary 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. Any costs arising in this way will be met by the Foundation Trust. The Foundation Trust may purchase and maintain insurance against this liability for its own benefit and for the benefit of members of the Council of Governors and the Board of Directors and the Secretary.

15. Dispute Resolution Procedures -- Council of Governors and Board of Directors

15.1 If the Chairman cannot achieve a resolution of any disagreement between the Council of Governors and the Board of Directors through informal means, the Chairman will follow the dispute resolution procedure outlined in this paragraph 15.

15.2 The Chairman shall convene an ad hoc committee consisting of an equal number of members of the Council of Governors and the Board of Directors (a “Resolution Meeting”) if so requested by any authorised person under paragraph 15.4, to take place as soon as possible, but no later than 20 days following the date of the request. The meeting must comprise at least three Governors and three Directors The meeting will be held in private. The aim of the meeting is to resolve the conflict. The Chairman will have the right to appoint an independent facilitator to assist the process. Every reasonable effort must be made to reach agreement.

15.3 If a Resolution Meeting fails to resolve a conflict, without prejudice to the provisions of paragraph 15.5, the Board of Directors will decide the disputed matter.

15.4 The right to call a Resolution Meeting rests with the following:

15.4.1 the Chairman;

15.4.2 the Chief Executive;

15.4.3 two thirds or more of the Council of Governors; or

15.4.4 two thirds or more of the Board of Directors

15.5 Nothing in this paragraph 15 will prevent a Governor from, at any time, exercising his rights to refer a question to the Panel under Article 18.

16. Dispute Resolution Procedures -- Prospective Governors, Governors and Former Governors

Where a Governor, prospective Governor or former Governor disputes the decision of the Secretary under paragraph 5.4 of ANNEX 5 within 14 days of the date he or she becomes aware of the decision he or she shall, as soon as reasonably practicable, be entitled to attend a meeting with the Chairman and


Chief Executive of the Foundation Trust, who shall use all reasonable endeavours to facilitate such a meeting, to discuss the decision with a view to resolving any dispute which may have arisen and the decision of the Chairman and the Chief Executive shall be final and binding.

17. Dispute Resolution Procedures – Prospective Members, Members and Former Members

17.1 Where a Member, prospective Member or former Member disputes the decision of the Secretary under paragraph 3.3 of ANNEX 9 within 14 days of the date he or she becomes aware of the decision, the matter shall be referred to the Chief Executive (or such other officer of the Foundation Trust as the Chief Executive may nominate, other than the Secretary, as soon as reasonably practicable thereafter with a view to resolving that dispute and the Chief Executive (or his or her nominee) shall have the power to confirm or revoke the Secretary’s decision and to substitute their own decision.

17.2 If the Member, prospective Member or former Member disputes the decision of the Chief Executive (or his or her nominee) made pursuant to paragraph 17.1 the Chief Executive shall refer the dispute to a panel comprising the Chairman, at least one Elected Governor and a Director other than the Secretary and that panel shall:

17.2.1 review the original decision, having regard to any

representations made by the individual concerned and such other material, if any, as the panel considers appropriate;

17.2.2 then either confirm or revoke the original decision, as

appropriate, based on the evidence which it has considered; and

17.2.3 communicate its decision and the reasons for it, in writing to the

individual concerned as soon as reasonably practicable

and the decision of the panel shall be final and binding.

18. Dissolution

The Foundation Trust may not be dissolved except by order of the Secretary of State for Health, in accordance with the 2006 Act.

19. Head Office

The Foundation Trust’s head office is at Royal Albert Edward Infirmary, Trust Head Quarters, The Elms, Wigan Lane, Wigan WN1 2NN or such other place as the Board of Directors shall decide.

20. Notices

20.1 Any notice required by this Constitution to be given shall be given in writing or shall be given using electronic communications to an address for the


time being notified for that purpose. “Address” in relation to electronic communications includes any number or address used for the purposes of such communications.

20.2 Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given. A notice shall be treated as delivered 48 hours after the envelope containing it was posted or, in the case of a notice contained in an electronic communication, 48 hours after it was sent.

Wrightington, Wigan and Leigh NHS Foundation

Trust

Trust HQ, The Elms

Royal Albert Edward Infirmary

Wigan Lane

Wigan

WN1 2NN

Licence Number: 130143

Date of Issue Version Number 01 April 2013 2.0

Dr David Bennett, Chief Executive

Monitor

Version History

Version No. Date Comments

1.0 26 March 2013 Created.

2.0 04 April 2013 Revised Formatting.

Standard Licence Conditions

Licence Number: 130143

1

NHS Provider Licence Standard Conditions

CONTENTS

Section 1 – General Conditions

G1: Provision of information G2: Publication of information G3: Payment of fees to Monitor G4: Fit and proper persons G5: Monitor guidance G6: Systems for compliance with licence conditions and related obligations G7: Registration with the Care Quality Commission G8: Patient eligibility and selection criteria G9: Application of Section 5 (Continuity of Services)

Section 2 – Pricing

P1: Recording of information P2: Provision of information P3: Assurance report on submissions to Monitor P4: Compliance with the National Tariff P5: Constructive engagement concerning local tariff modifications

Section 3 – Choice and competition

C1: The right of patients to make choices C2: Competition oversight

Section 4 – Integrated care

IC1: Provision of integrated care

Section 5 – Continuity of Services

CoS1: Continuing provision of Commissioner Requested Services CoS2: Restriction on the disposal of assets CoS3: Standards of corporate governance and financial management CoS4: Undertaking from the ultimate controller CoS5: Risk pool levy CoS6: Cooperation in the event of financial stress CoS7: Availability of resources

Section 6 – NHS foundation trust conditions

FT1: Information to update the register of NHS foundation trusts FT2: Payment to Monitor in respect of registration and related costs FT3: Provision of information to advisory panel FT4: NHS foundation trust governance arrangements

Section 7 – Interpretation and Definitions

D1: Interpretation and Definitions


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Condition G1 – Provision of information

1. Subject to paragraph 3, and in addition to obligations under other Conditions of this

Licence, the Licensee shall furnish to Monitor such information and documents, and

shall prepare or procure and furnish to Monitor such reports, as Monitor may require for

any of the purposes set out in section 96(2) of the 2012 Act.

2. Information, documents and reports required to be furnished under this Condition shall

be furnished in such manner, in such form, at such place and at such times as Monitor

may require.

3. In furnishing information documents and reports pursuant to paragraphs 1 and 2 the

Licensee shall take all reasonable steps to ensure that:

(a) in the case of information or a report, it is accurate, complete and not misleading;

(b) in the case of a document, it is a true copy of the document requested; and

4. This Condition shall not require the Licensee to furnish any information, documents or

reports which it could not be compelled to produce or give in evidence in civil

proceedings before a court because of legal professional privilege.


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Condition G2 – Publication of information

1. The Licensee shall comply with any direction from Monitor for any of the purposes set

out in section 96(2) of the 2012 Act to publish information about health care services

provided for the purposes of the NHS and as to the manner in which such information

should be published.

2. For the purposes of this condition “publish” includes making available to the public, to

any section of the public or to individuals.


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Condition G3 – Payment of fees to Monitor

1. The Licensee shall pay fees to Monitor in each financial year of such amount as Monitor

may determine for each such year or part thereof in respect of the exercise by Monitor

of its functions for the purposes set out in section 96(2) of the 2012 Act.

2. The Licensee shall pay the fees required to be paid by a determination by Monitor for

the purpose of paragraph 1 no later than the 28th day after they become payable in

accordance with that determination.


5

Condition G4 – Fit and proper persons as Governors and Directors (also applicable to

those performing equivalent or similar functions)

1. The Licensee shall ensure that no person who is an unfit person may become or

continue as a Governor, except with the approval in writing of Monitor.

2. The Licensee shall not appoint as a Director any person who is an unfit person, except

with the approval in writing of Monitor.

3. The Licensee shall ensure that its contracts of service with its Directors contain a

provision permitting summary termination in the event of a Director being or becoming

an unfit person. The Licensee shall ensure that it enforces that provision promptly upon

discovering any Director to be an unfit person, except with the approval in writing of

Monitor.

4. If Monitor has given approval in relation to any person in accordance with paragraph 1,

2, or 3 of this condition the Licensee shall notify Monitor promptly in writing of any

material change in the role required of or performed by that person.

5. In this Condition an unfit person is:

(a) an individual;

(i) who has been adjudged bankrupt or whose estate has been

sequestrated and (in either case) has not been discharged; or

(ii) who has made a composition or arrangement with, or granted a trust

deed for, his creditors and has not been discharged in respect of it; or

(iii) who within the preceding five years has been convicted in the British

Islands of any offence and a sentence of imprisonment (whether

suspended or not) for a period of not less than three months (without the

option of a fine) was imposed on him; or

(iv) who is subject to an unexpired disqualification order made under the

Company Directors’ Disqualification Act 1986; or

(b) a body corporate, or a body corporate with a parent body corporate:


6

(i) where one or more of the Directors of the body corporate or of its parent

body corporate is an unfit person under the provisions of sub-

paragraph (a) of this paragraph, or

(ii) in relation to which a voluntary arrangement is proposed under section 1

of the Insolvency Act 1986, or

(iii) which has a receiver (including an administrative receiver within the

meaning of section 29(2) of the 1986 Act) appointed for the whole or

any material part of its assets or undertaking, or

(iv) which has an administrator appointed to manage its affairs, business

and property in accordance with Schedule B1 to the 1986 Act, or

(v) which passes any resolution for winding up, or

(vi) which becomes subject to an order of a Court for winding up.


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Condition G5 – Monitor guidance

1 Without prejudice to any obligations in other Conditions of this Licence, the Licensee shall

at all times have regard to guidance issued by Monitor for any of the purposes set out in

section 96(2) of the 2012 Act.

2 In any case where the Licensee decides not to follow the guidance referred to in

paragraph 1 or guidance issued under any other Conditions of this licence, it shall inform

Monitor of the reasons for that decision.


8

Condition G6 – Systems for compliance with licence conditions and related obligations

1. The Licensee shall take all reasonable precautions against the risk of failure to comply with:

(a) the Conditions of this Licence,

(b) any requirements imposed on it under the NHS Acts, and

(c) the requirement to have regard to the NHS Constitution in providing health care

services for the purposes of the NHS.

2. Without prejudice to the generality of paragraph 1, the steps that the Licensee must

take pursuant to that paragraph shall include:

(a) the establishment and implementation of processes and systems to identify

risks and guard against their occurrence; and

(b) regular review of whether those processes and systems have been

implemented and of their effectiveness.

3. Not later than two months from the end of each Financial Year, the Licensee shall

prepare and submit to Monitor a certificate to the effect that, following a review for the

purpose of paragraph 2(b) the Directors of the Licensee are or are not satisfied, as the

case may be that, in the Financial Year most recently ended, the Licensee took all such

precautions as were necessary in order to comply with this Condition.

4. The Licensee shall publish each certificate submitted for the purpose of this Condition

within one month of its submission to Monitor in such manner as is likely to bring it to

the attention of such persons who reasonably can be expected to have an interest in it.


9

Condition G7 – Registration with the Care Quality Commission

1. The Licensee shall at all times be registered with the Care Quality Commission in so far

as is necessary in order to be able lawfully to provide the services authorised to be

provided by this Licence.

2. The Licensee shall notify Monitor promptly of:

(a) any application it may make to the Care Quality Commission for the

cancellation of its registration by that Commission, or

(b) the cancellation by the Care Quality Commission for any reason of its

registration by that Commission.

3. A notification given by the Licensee for the purposes of paragraph 2 shall:

(a) be made within 7 days of:

(i) the making of an application in the case of paragraph (a), or

(ii) becoming aware of the cancellation in the case of paragraph (b), and

(b) contain an explanation of the reasons (in so far as they are known to the

Licensee) for:

(i) the making of an application in the case of paragraph (a), or

(ii) the cancellation in the case of paragraph (b).


10

Condition G8 – Patient eligibility and selection criteria

1. The Licensee shall:

(a) set transparent eligibility and selection criteria,

(b) apply those criteria in a transparent way to persons who, having a choice of

persons from whom to receive health care services for the purposes of the

NHS, choose to receive them from the Licensee, and

(c) publish those criteria in such a manner as will make them readily accessible by

any persons who could reasonably be regarded as likely to have an interest in

them.

2. “Eligibility and selection criteria” means criteria for determining:

(a) whether a person is eligible, or is to be selected, to receive health care services

provided by the Licensee for the purposes of the NHS, and

(b) if the person is selected, the manner in which the services are provided to the

person.


11

Condition G9 – Application of Section 5 (Continuity of Services)

1. The Conditions in Section 5 shall apply:

(a) whenever the Licensee is subject to a contractual or other legally enforceable

obligation to provide a service which is a Commissioner Requested Service,

and

(b) from the commencement of this Licence until the Licensee becomes subject to

an obligation of the type described in sub-paragraph (a), if the Licensee is an

NHS foundation trust which:

(i) was not subject to such an obligation on commencement of this

Licence, and

(ii) was required to provide services, or was party to an NHS contract to

provide services, as described in paragraph 2(a) or 2(b);

for the avoidance of doubt, where Section 5 applies by virtue of this subparagraph, the

words “Commissioner Requested Service” shall be read to include any service of a

description falling within paragraph 2(a) or 2(b).

2. A service is a Commissioner Requested Service if, and to the extent that, it is:

(a) any service of a description which the Licensee, being an NHS foundation trust

with an authorisation date on or before 31 March 2013, was required to provide

in accordance with condition 7(1) and Schedule 2 in the terms of its

authorisation by Monitor immediately prior to the commencement of this

Licence, or

(b) any service of a description which the Licensee, being an NHS foundation trust

with an authorisation date on or after 1 April 2013, was required to provide

pursuant to an NHS contract immediately before its authorisation date, or

(c) any other service which the Licensee has contracted with a Commissioner to

provide as a Commissioner Requested Service.

3. A service is also a Commissioner Requested Service if, and to the extent that, not being

a service within paragraph 2:


12

(a) it is a service which the Licensee may be required to provide to a

Commissioner under the terms of a contract which has been entered into

between them, and

(b) the Commissioner has made a written request to the Licensee to provide that

service as a Commissioner Requested Service, and either

(c) the Licensee has failed to respond in writing to that request by the expiry of the

28th day after it was made to the Licensee by the Commissioner, or

(d) the Commissioner, not earlier than the expiry of the [28th] day after making that

request to the Licensee, has given to Monitor and to the Licensee a notice in

accordance with paragraph 4, and Monitor, after giving the Licensee the

opportunity to make representations, has issued a direction in writing in

accordance with paragraph 5.

4. A notice in accordance with this paragraph is a notice:

(a) in writing,

(b) stating that the Licensee has refused to agree to a request to provide a service

as a Commissioner Requested Service, and

(c) setting out the Commissioner’s reasons for concluding that the Licensee is

acting unreasonably in refusing to agree to that request to provide a service as

a Commissioner Requested Service

5. A direction in accordance with this paragraph is a direction that the Licensee’s refusal to

provide a service as a Commissioner Requested Service in response to a request made

under paragraph 3(b) is unreasonable.

6. The Licensee shall give Monitor not less than [28] days’ notice of the expiry of any

contractual obligation pursuant to which it is required to provide a Commissioner

Requested Service to a Commissioner for which no extension or renewal has been

agreed.

7. If any contractual obligation of a Licensee to provide a Commissioner Requested

Service expires without extension or renewal having been agreed between the Licensee

and the Commissioner who is a party to the contract, the Licensee shall continue to

provide that service on the terms of the contract (save as agreed with that

Commissioner), and the service shall continue to be a Commissioner Requested


13

Service, for the period from the expiry of the contractual obligation until Monitor issues

either:

(a) a direction of the sort referred to in paragraph 8, or

(b) a notice in writing to the Licensee stating that it has decided not to issue such a

direction.

8. If, during the period of a contractual or other legally enforceable obligation to provide a

Commissioner Requested Service, Monitor issues to the Licensee a direction in writing

to continue providing that service for a period specified in the direction, then for that

period the service shall continue to be a Commissioner Requested Service.

9. No service which the Licensee is subject to a contractual or other legally enforceable

obligation to provide shall be regarded as a Commissioner Requested Service and, as a

consequence, no Condition in Section 5 shall be of any application, during any period

for which there is in force a direction in writing by Monitor given for the purposes of this

condition and of any equivalent condition in any other current licence issued under the

2012 Act stating that no health care service provided for the purposes of the NHS is to

be regarded as a Commissioner Requested Service.

10. A service shall cease to be a Commissioner Requested Service if:

(a) all current Commissioners of that service as a Commissioner Requested

Service agree in writing that there is no longer any need for the service to be a

Commissioner Requested Service, and Monitor has issued a determination in

writing that the service is no longer a Commissioner Requested Service, or

(b) Monitor has issued a determination in writing that the service is no longer a

Commissioner Requested Service; or

(c) it is a Commissioner Requested Service by virtue only of paragraph 2(a)

above and 3 years have elapsed since the commencement of this Licence; or

(d) it is a Commissioner Requested Service by virtue only of paragraph 2(b)

above and either 3 years have elapsed since 1 April 2013 or 1 year has

elapsed since the commencement of this Licence, whichever is the later; or

(e) the contractual obligation pursuant to which the service is provided has

expired and Monitor has issued a notice pursuant to paragraph 7(b) in relation

to the service; or


14

(f) the period specified in a direction by Monitor of the sort referred to in

paragraph 8 in relation to the service has expired.

11. The Licensee shall make available free of charge to any person who requests it a

statement in writing setting out the description and quantity of services which it is under

a contractual or other legally enforceable obligation to provide as Commissioner

Requested Services.

12. Within [28] days of every occasion on which there is a change in the description or

quantity of the services which the Licensee is under a contractual or other legally

enforceable obligation to provide as Commissioner Requested Services, the Licensee

shall provide to Monitor in writing a notice setting out the description and quantity of all

the services it is obliged to provide as Commissioner Requested Services.

13. Unless it is proposes to cease providing the service, the Licensee shall not make any

application to Monitor for a determination in accordance with paragraph 10(b):

(a) in the case of a service which is a Commissioner Requested Service by virtue only

of paragraph 2(a) above, in the period of 3 years since the commencement of this

Licence or

(b) in the case of a service which is a Commissioner Requested Service by virtue only

of paragraph 2(b), in the period until the later of 1 April 2016 or 1 year from the

commencement of this Licence.

14. In this Condition “NHS contract” has the meaning given to that term in Section 9 of the

2006 Act.


15


Condition P1 – Recording of information

1. If required in writing by Monitor, and only in relation to periods from the date of that

requirement, the Licensee shall:

(a) obtain, record and maintain sufficient information about the costs which it

expends in the course of providing services for the purposes of the NHS and

other relevant information, and

(b) establish, maintain and apply such systems and methods for the obtaining,

recording and maintaining of such information about those costs and other

relevant information,

as are necessary to enable it to comply with the following paragraphs of this Condition.

2. From the time of publication by Monitor of Approved Reporting Currencies the Licensee

shall maintain records of its costs and of other relevant information broken down in

accordance with those Currencies by allocating to a record for each such Currency all

costs expended by the Licensee in providing health care services for the purposes of

the NHS within that Currency and by similarly treating other relevant information.

3. In the allocation of costs and other relevant information to Approved Reporting

Currencies in accordance with paragraph 2 the Licensee shall use the cost allocation

methodology and procedures relating to other relevant information set out in the

Approved Guidance.

4. If the Licensee uses sub-contractors in the provision of health care services for the

purposes of the NHS, to the extent that it is required to do so in writing by Monitor the

Licensee shall procure that each of those sub-contractors:

(a) obtains, records and maintains information about the costs which it expends in

the course of providing services as sub-contractor to the Licensee, and

establishes, maintains and applies systems and methods for the obtaining,

recording and maintaining of that information, in a manner that complies with

paragraphs 2 and 3 of this Condition, and

(b) provides that information to Monitor in a timely manner.

5. Records required to be maintained by this Condition shall be kept for not less than six

years.


16

6. In this Condition:

“the Approved

Guidance”

means such guidance on the obtaining, recording and maintaining of

information about costs and on the breaking down and allocation of

costs by reference to Approved Reporting Currencies as may be

published by Monitor;

“Approved

Reporting

Currencies”

means such categories of cost and other relevant information as may

be published by Monitor;

“other relevant

information”

means such information, which may include quality and outcomes

data, as may be required by Monitor for the purpose of its functions

under Chapter 4 (Pricing) in Part 3 of the 2012 Act.


17

Condition P2 – Provision of information

1. Subject to paragraph 3, and without prejudice to the generality of Condition G1, the

Licensee shall furnish to Monitor such information and documents, and shall prepare or

procure and furnish to Monitor such reports, as Monitor may require for the purpose of

performing its functions under Chapter 4 in Part 3 of the 2012 Act.

2. Information, documents and reports required to be furnished under this Condition shall

be furnished in such manner, in such form, at such place and at such times as Monitor

may require.

3. In furnishing information documents and reports pursuant to paragraphs 1 and 2 the

Licensee shall take all reasonable steps to ensure that:

(a) in the case of information or a report, it is accurate, complete and not

misleading;

(b) in the case of a document, it is a true copy of the document requested; and

4. This Condition shall not require the Licensee to furnish any information, documents or

reports which it could not be compelled to produce or give in evidence in civil

proceedings before a court because of legal professional privilege.


18

Condition P3 – Assurance report on submissions to Monitor

1. If required in writing by Monitor the Licensee shall, as soon as reasonably practicable,

obtain and submit to Monitor an assurance report in relation to a submission of the sort

described in paragraph 2 which complies with the requirements of paragraph 3.

2. The descriptions of submissions in relation to which a report may be required under

paragraph 1 are:

(a) submissions of information furnished to Monitor pursuant to Condition P2, and

(b) submissions of information to third parties designated by Monitor as persons

from or through whom cost information may be obtained for the purposes of

setting or verifying the National Tariff or of developing non-tariff pricing

guidance.

3. An assurance report shall meet the requirements of this paragraph if all of the following

conditions are met:

(a) it is prepared by a person approved in writing by Monitor or qualified to act as

auditor of an NHS foundation trust in accordance with paragraph 23(4) in

Schedule 7 to the 2006 Act;

(b) it expresses a view on whether the submission to which it relates:

(i) is based on cost records which have been maintained in a manner which

complies with paragraph 2 in Condition P1;

(ii) is based on costs which have been analysed in a manner which complies

with paragraph 3 in Condition P1, and

(iii) provides a true and fair assessment of the information it contains.


19

Condition P4 – Compliance with the National Tariff

1. Except as approved in writing by Monitor, the Licensee shall only provide health care

services for the purpose of the NHS at prices which comply with, or are determined in

accordance with, the national tariff published by Monitor, in accordance with section 116

of the 2012 Act.

2. Without prejudice to the generality of paragraph 1, except as approved in writing by

Monitor, the Licensee shall comply with the rules, and apply the methods, concerning

charging for the provision of health care services for the purposes of the NHS contained

in the national tariff published by Monitor in accordance with, section 116 of the 2012

Act, wherever applicable.


20

Condition P5 – Constructive engagement concerning local tariff modifications

1. The Licensee shall engage constructively with Commissioners, with a view to reaching

agreement as provided in section 124 of the 2012 Act, in any case in which it is of the

view that the price payable for the provision of a service for the purposes of the NHS in

certain circumstances or areas should be the price determined in accordance with the

national tariff for that service subject to modifications.

Section 3 – Choice and Competition

21


Condition C1- The right of patients to make choices

1. Subsequent to a person becoming a patient of the Licensee and for as long as he or

she remains such a patient, the Licensee shall ensure that at every point where that

person has a choice of provider under the NHS Constitution or a choice of provider

conferred locally by Commissioners, he or she is notified of that choice and told where

information about that choice can be found.

2. Information and advice about patient choice of provider made available by the Licensee

shall not be misleading.

3. Without prejudice to paragraph 2, information and advice about patient choice of

provider made available by the Licensee shall not unfairly favour one provider over

another and shall be presented in a manner that, as far as reasonably practicable,

assists patients in making well informed choices between providers of treatments or

other health care services.

4. In the conduct of any activities, and in the provision of any material, for the purpose of

promoting itself as a provider of health care services for the purposes of the NHS the

Licensee shall not offer or give gifts, benefits in kind, or pecuniary or other advantages

to clinicians, other health professionals, Commissioners or their administrative or other

staff as inducements to refer patients or commission services.


22

Condition C2 – Competition oversight

1. The Licensee shall not:

(a) enter into or maintain any agreement or other arrangement which has the

object or which has (or would be likely to have) the effect of preventing,

restricting or distorting competition in the provision of health care services for

the purposes of the NHS, or

(b) engage in any other conduct which has (or would be likely to have) the effect of

preventing, restricting or distorting competition in the provision of health care

services for the purposes of the NHS,

to the extent that it is against the interests of people who use health care services.


23


Condition IC1 – Provision of integrated care

1. The Licensee shall not do anything that reasonably would be regarded as against the

interests of people who use health care services by being detrimental to enabling its

provision of health care services for the purposes of the NHS to be integrated with the

provision of such services by others with a view to achieving one or more of the

objectives referred to in paragraph 4.


interests of people who use health care services by being detrimental to enabling its

provision of health care services for the purposes of the NHS to be integrated with the

provision of health-related services or social care services by others with a view to

achieving one or more of the objectives referred to in paragraph 4.


interests of people who use health care services by being detrimental to enabling it to

co-operate with other providers of health care services for the purposes of the NHS with

a view to achieving one or more of the objectives referred to in paragraph 4.

4. The objectives referred to in paragraphs 1, 2 and 3 are:

(a) improving the quality of health care services provided for the purposes of the

NHS (including the outcomes that are achieved from their provision) or the

efficiency of their provision,

(b) reducing inequalities between persons with respect to their ability to access

those services, and

(c) reducing inequalities between persons with respect to the outcomes achieved

for them by the provision of those services.

5. The Licensee shall have regard to such guidance as may have been issued by Monitor

from time to time concerning actions or behaviours that might reasonably be regarded

as against the interests of people who use health care services for the purposes of

paragraphs 1, 2 or 3 of this Condition.


24


Condition CoS1 – Continuing provision of Commissioner Requested Services

1. The Licensee shall not cease to provide, or materially alter the specification or means of

provision of, any Commissioner Requested Service otherwise than in accordance with

the following paragraphs of this Condition.

2. If, during the period of a contractual or other legally enforceable obligation to provide a

Commissioner Requested Service, or during any period when this condition applies by

virtue of Condition G9(1)(b), Monitor issues to the Licensee a direction in writing to

continue providing that service for a period specified in the direction, then the Licensee

shall provide the service for that period in accordance with the direction.

3. The Licensee shall not materially alter the specification or means of provision of any

Commissioner Requested Service except:

(a) with the agreement in writing of all Commissioners to which the Licensee is

required by a contractual or other legally enforceable obligation to provide the

service as a Commissioner Requested Service; or

(b) at any time when this condition applies by virtue of Condition G9(1)(b), with the

agreement in writing of all Commissioners to which the Licensee provides, or

may be requested to provide, the service as a Commissioner Requested

Service; or

(c) if required to do so by, or in accordance with the terms of its authorisation by,

any body having responsibility pursuant to statute for regulating one or more

aspects of the provision of health care services in England and which has been

designated by Monitor for the purposes of this condition and of equivalent

conditions in other licences granted under the 2012 Act.

4. If the specification or means of provision of a Commissioner Requested Service is

altered as provided in paragraph 3 the Licensee, within [28] days of the alteration, shall

give to Monitor notice in writing of the occurrence of the alteration with a summary of its

nature.

5. For the purposes of this Condition an alteration to the specification or means of

provision of any Commissioner Requested Service is material if it involves the delivery


25

or provision of that service in a manner which differs from the manner specified and

described in:

(a) the contract in which it was first required to be provided to a Commissioner at

or following the coming into effect of this Condition; or

(b) if there has been an alteration pursuant to paragraph 3, the document in which

it was specified on the coming into effect of that alteration; or

(c) at any time when this Condition applies by virtue of Condition G9(1)(b), the

contract, or NHS contract, by which it was required to be provided immediately

before the commencement of this Licence or the Licensee’s authorisation, as

the case may be.


26

Condition CoS2 – Restriction on the disposal of assets

1. The Licensee shall establish, maintain and keep up to date, an asset register which

complies with paragraphs 2 and 3 of this Condition (“the Asset Register”)

2. The Asset Register shall list every relevant asset used by the Licensee for the provision

of Commissioner Requested Services.

3. The Asset Register shall be established, maintained and kept up to date in a manner

that reasonably would be regarded as both adequate and professional.

4. The obligations in paragraphs 5 to 8 shall apply to the Licensee if Monitor has given

notice in writing to the Licensee that it is concerned about the ability of the Licensee to

carry on as a going concern.

5. The Licensee shall not dispose of, or relinquish control over, any relevant asset except:

(a) with the consent in writing of Monitor, and

(b) in accordance with the paragraphs 6 to 8 of this Condition.

6. The Licensee shall furnish Monitor with such information as Monitor may request

relating to any proposal by the Licensee to dispose of, or relinquish control over, any

relevant asset.

7. Where consent by Monitor for the purpose of paragraph 5(a) is subject to conditions, the

Licensee shall comply with those conditions.

8. Paragraph 5(a) of this Condition shall not prevent the Licensee from disposing of, or

relinquishing control over, any relevant asset where:

(a) Monitor has issued a general consent for the purposes of this Condition

(whether or not subject to conditions) in relation to:

(i) transactions of a specified description; or

(ii) the disposal of or relinquishment of control over relevant assets of a

specified description, and

the transaction or the relevant assets are of a description to which the consent applies

and the disposal, or relinquishment of control, is in accordance with any conditions to

which the consent is subject; or


27

(b) the Licensee is required by the Care Quality Commission to dispose of a

relevant asset.


“disposal” means any of the following:

(a) a transfer, whether legal or equitable, of the whole or any part

of an asset (whether or not for value) to a person other than the

Licensee; or

(b) a grant, whether legal or equitable, of a lease, licence, or loan

of (or the grant of any other right of possession in relation to) that

asset; or

(c) the grant, whether legal or equitable, of any mortgage, charge,

or other form of security over that asset; or

(d) if the asset is an interest in land, any transaction or event that is

capable under any enactment or rule of law of affecting the title to a

registered interest in that land, on the assumption that the title is

registered,

and references to “dispose” are to be read accordingly;

“relevant asset” means any item of property, including buildings, interests in land,

equipment (including rights, licenses and consents relating to its

use), without which the Licensee’s ability to meet its obligations to

provide Commissioner Requested Services would reasonably be

regarded as materially prejudiced;

“relinquishment

of control”

includes entering into any agreement or arrangement under which

control of the asset is not, or ceases to be, under the sole

management of the Licensee, and “relinquish” and related

expressions are to be read accordingly.

10. The Licensee shall have regard to such guidance as may be issued from time to time by Monitor regarding:

(a) the manner in which asset registers should be established, maintained and

updated, and


28

(b) property, including buildings, interests in land, intellectual property rights and

equipment, without which a licence holder’s ability to provide Commissioner

Requested Services should be regarded as materially prejudiced.


29

Condition CoS3 – Standards of corporate governance and financial management

1. The Licensee shall at all times adopt and apply systems and standards of corporate

governance and of financial management which reasonably would be regarded as:

(a) suitable for a provider of the Commissioner Requested Services provided by

the Licensee, and

(b) providing reasonable safeguards against the risk of the Licensee being unable

to carry on as a going concern.

2. In its determination of the systems and standards to adopt for the purpose of paragraph

1, and in the application of those systems and standards, the Licensee shall have

regard to:

(a) such guidance as Monitor may issue from time to time concerning systems and

standards of corporate governance and financial management;

(b) the Licensee’s rating using the risk rating methodology published by Monitor

from time to time, and

(c) the desirability of that rating being not less than the level regarded by Monitor

as acceptable under the provisions of that methodology.


30

Condition CoS4 – Undertaking from the ultimate controller

1. The Licensee shall procure from each company or other person which the Licensee

knows or reasonably ought to know is at any time its ultimate controller, a legally

enforceable undertaking in favour of the Licensee, in the form specified by Monitor, that

the ultimate controller (“the Covenantor”):

(a) will refrain for any action, and will procure that any person which is a subsidiary

of, or which is controlled by, the Covenantor (other than the Licensee and its

subsidiaries) will refrain from any action, which would be likely to cause the

Licensee to be in contravention of any of its obligations under the 2012 Act or

this Licence, and

(b) will give to the Licensee, and will procure that any person which is a subsidiary

of, or which is controlled by, the Covenantor (other than the Licensee and its

subsidiaries) will give to the Licensee, all such information in its possession or

control as may be necessary to enable the Licensee to comply fully with its

obligations under this Licence to provide information to Monitor.

2. The Licensee shall obtain any undertaking required to be procured for the purpose of

paragraph 1 within 7 days of a company or other person becoming an ultimate controller

of the Licensee and shall ensure that any such undertaking remains in force for as long

as the Covenantor remains the ultimate controller of the Licensee.

3. The Licensee shall:

(a) deliver to Monitor a copy of each such undertaking within seven days of

obtaining it;

(b) inform Monitor immediately in writing if any Director, secretary or other officer of

the Licensee becomes aware that any such undertaking has ceased to be

legally enforceable or that its terms have been breached, and

(c) comply with any request which may be made by Monitor to enforce any such

undertaking.

4. For the purpose of this Condition, subject to paragraph 5, a person (whether an

individual or a body corporate) is an ultimate controller of the Licensee if:

(a) directly, or indirectly, the Licensee can be required to act in accordance with

the instructions of that person acting alone or in concert with others, and


31

(b) that person cannot be required to act in accordance with the instructions of

another person acting alone or in concert with others.

5. A person is not an ultimate controller if they are:

(a) a health service body, within the meaning of section 9 of the 2006 Act;

(b) a Governor or Director of the Licensee and the Licensee is an NHS foundation

trust;

(c) any Director of the Licensee who does not, alone or in association with others,

have a controlling interest in the ownership of the Licensee and the Licensee is

a body corporate; or

(d) a trustee of the Licensee and the Licensee is a charity.


32

Condition CoS5 – Risk pool levy

1. The Licensee shall pay to Monitor any sums required to be paid in consequence of any

requirement imposed on providers under section 135(2) of the 2012 Act, including sums

payable by way of levy imposed under section 139(1) and any interest payable under

section 143(10), by the dates by which they are required to be paid.

2. In the event that no date has been clearly determined by which a sum referred to in

paragraph 1 is required to be paid, that sum shall be paid within 28 days of being

demanded in writing by Monitor.


33

Condition CoS6 – Co-operation in the event of financial stress

1. The obligations in paragraph 2 shall apply if Monitor has given notice in writing to the

Licensee that it is concerned about the ability of the Licensee to carry on as a going

concern.

2. When this paragraph applies the Licensee shall:

(a) provide such information as Monitor may direct to Commissioners and to such

other persons as Monitor may direct;

(b) allow such persons as Monitor may appoint to enter premises owned or

controlled by the Licensee and to inspect the premises and anything on them,

and

(c) co-operate with such persons as Monitor may appoint to assist in the

management of the Licensee’s affairs, business and property.


34

Condition CoS7 – Availability of resources

1. The Licensee shall at all times act in a manner calculated to secure that it has, or has

access to, the Required Resources.

2. The Licensee shall not enter into any agreement or undertake any activity which creates

a material risk that the Required Resources will not be available to the Licensee.

3. The Licensee, not later than two months from the end of each Financial Year, shall

submit to Monitor a certificate as to the availability of the Required Resources for the

period of 12 months commencing on the date of the certificate, in one of the following

forms:

(a) “After making enquiries the Directors of the Licensee have a reasonable

expectation that the Licensee will have the Required Resources available to it

after taking account distributions which might reasonably be expected to be

declared or paid for the period of 12 months referred to in this certificate.”

(b) “After making enquiries the Directors of the Licensee have a reasonable

expectation, subject to what is explained below, that the Licensee will have the

Required Resources available to it after taking into account in particular (but

without limitation) any distribution which might reasonably be expected to be

declared or paid for the period of 12 months referred to in this certificate.

However, they would like to draw attention to the following factors which may

cast doubt on the ability of the Licensee to provide Commissioner Requested

Services”.

(c) “In the opinion of the Directors of the Licensee, the Licensee will not have the

Required Resources available to it for the period of 12 months referred to in

this certificate”.

4. The Licensee shall submit to Monitor with that certificate a statement of the main factors

which the Directors of the Licensee have taken into account in issuing that certificate.

5. The statement submitted to Monitor in accordance with paragraph 4 shall be approved

by a resolution of the board of Directors of the Licensee and signed by a Director of the

Licensee pursuant to that resolution.


35

6. The Licensee shall inform Monitor immediately if the Directors of the Licensee become

aware of any circumstance that causes them to no longer have the reasonable

expectation referred to in the most recent certificate given under paragraph 3.

7. The Licensee shall publish each certificate provided for in paragraph 3 in such a manner

as will enable any person having an interest in it to have ready access to it.


“distribution” includes the payment of dividends or similar payments on share

capital and the payment of interest or similar payments on public

dividend capital and the repayment of capital;

“Financial

Year”

means the period of twelve months over which the Licensee

normally prepares its accounts;

“Required

Resources”

means such:

(a) management resources,

(b) financial resources and financial facilities,

(c) personnel,

(d) physical and other assets including rights, licences and consents relating to their use, and

(e) working capital

as reasonably would be regarded as sufficient to enable the

Licensee at all times to provide the Commissioner Requested

Services.

Section 6 – NHS Foundation Trust Conditions

36


Condition FT1 – Information to update the register of NHS foundation trusts

1. The obligations in the following paragraphs of this Condition apply if the Licensee is an

NHS foundation trust, without prejudice to the generality of the other conditions in this

Licence.

2. The Licensee shall ensure that Monitor has available to it written and electronic copies

of the following documents:

(a) the current version of Licensee’s constitution;

(b) the Licensee’s most recently published annual accounts and any report of the

auditor on them, and

(c) the Licensee’s most recently published annual report,

and for that purpose shall provide to Monitor written and electronic copies of any

document establishing or amending its constitution within 28 days of being adopted and

of the documents referred to in sub-paragraphs (b) and (c) within 28 days of being

published.

3. Subject to paragraph 4, the Licensee shall provide to Monitor written and electronic

copies of any document that is required by Monitor for the purpose of Section 39 of the

2006 Act within 28 days of the receipt of the original document by the Licensee.

4. The obligation in paragraph 3 shall not apply to:

(a) any document provided pursuant to paragraph 2;

(b) any document originating from Monitor; or

(c) any document required by law to be provided to Monitor by another person.

5. The Licensee shall comply with any direction issued by Monitor concerning the format in

which electronic copies of documents are to be made available or provided.

6. When submitting a document to Monitor for the purposes of this Condition, the Licensee

shall provide to Monitor a short written statement describing the document and

specifying its electronic format and advising Monitor that the document is being sent for


37

the purpose of updating the register of NHS foundation trusts maintained in accordance

with section 39 of the 2006 Act.


38

Condition FT2 – Payment to Monitor in respect of registration and related costs

1. The obligations in the following paragraph of this Condition apply if the Licensee is an


Licence.

2. Whenever Monitor determines in accordance with section 50 of the 2006 Act that the

Licensee must pay to Monitor a fee in respect of Monitor’s exercise of its functions

under sections 39 and 39A of that Act the Licensee shall pay that fee to Monitor within

28 days of the fee being notified to the Licensee by Monitor in writing.


39

Condition FT3 – Provision of information to advisory panel

1. The obligation in the following paragraph of this Condition applies if the Licensee is an


Licence.

2. The Licensee shall comply with any request for information or advice made of it under

Section 39A(5) of the 2006 Act.


40

Condition FT4 – NHS foundation trust governance arrangements

1. This condition shall apply if the Licensee is an NHS foundation trust, without prejudice

to the generality of the other conditions in this Licence.

2. The Licensee shall apply those principles, systems and standards of good corporate

governance which reasonably would be regarded as appropriate for a supplier of health

care services to the NHS.

3. Without prejudice to the generality of paragraph 2 and to the generality of General

Condition 5, the Licensee shall:

(a) have regard to such guidance on good corporate governance as may be issued

by Monitor from time to time; and

(b) comply with the following paragraphs of this Condition.

4. The Licensee shall establish and implement:

(a) effective board and committee structures;

(b) clear responsibilities for its Board, for committees reporting to the Board and

for staff reporting to the Board and those committees; and

(c) clear reporting lines and accountabilities throughout its organisation.

5. The Licensee shall establish and effectively implement systems and/or processes:

(a) to ensure compliance with the Licensee’s duty to operate efficiently,

economically and effectively;

(b) for timely and effective scrutiny and oversight by the Board of the Licensee’s

operations;

(c) to ensure compliance with health care standards binding on the Licensee

including but not restricted to standards specified by the Secretary of State, the

Care Quality Commission, the NHS Commissioning Board and statutory

regulators of health care professions;


41

(d) for effective financial decision-making, management and control (including but

not restricted to appropriate systems and/or processes to ensure the

Licensee’s ability to continue as a going concern);

(e) to obtain and disseminate accurate, comprehensive, timely and up to date

information for Board and Committee decision-making;

(f) to identify and manage (including but not restricted to manage through forward

plans) material risks to compliance with the Conditions of its Licence;

(g) to generate and monitor delivery of business plans (including any changes to

such plans) and to receive internal and where appropriate external assurance

on such plans and their delivery; and

(h) to ensure compliance with all applicable legal requirements.

6. The systems and/or processes referred to in paragraph 5 should include but not be

restricted to systems and/or processes to ensure:

(a) that there is sufficient capability at Board level to provide effective

organisational leadership on the quality of care provided;

(b) that the Board’s planning and decision-making processes take timely and

appropriate account of quality of care considerations;

(c) the collection of accurate, comprehensive, timely and up to date information on

quality of care;

(d) that the Board receives and takes into account accurate, comprehensive,

timely and up to date information on quality of care;

(e) that the Licensee including its Board actively engages on quality of care with

patients, staff and other relevant stakeholders and takes into account as

appropriate views and information from these sources; and

(f) that there is clear accountability for quality of care throughout the Licensee’s

organisation including but not restricted to systems and/or processes for

escalating and resolving quality issues including escalating them to the Board

where appropriate.


42

7. The Licensee shall ensure the existence and effective operation of systems to ensure

that it has in place personnel on the Board, reporting to the Board and within the rest of

the Licensee’s organisation who are sufficient in number and appropriately qualified to

ensure compliance with the Conditions of this Licence.

8. The Licensee shall submit to Monitor within three months of the end of each financial

year:

(a) a corporate governance statement by and on behalf of its Board confirming

compliance with this Condition as at the date of the statement and anticipated

compliance with this Condition for the next financial year, specifying any risks

to compliance with this Condition in the next financial year and any actions it

proposes to take to manage such risks; and

(b) if required in writing by Monitor, a statement from its auditors either:

(i) confirming that, in their view, after making reasonable enquiries, the

Licensee has taken all the actions set out in its corporate governance

statement applicable to the past financial year, or

(ii) setting out the areas where, in their view, after making reasonable

enquiries, the Licensee has failed to take the actions set out in its

corporate governance statement applicable to the past financial year.

43

Section 7 – Interpretation and Definitions

Condition D1 – Interpretation and Definitions

1. In this Licence, except where the context requires otherwise, words or expressions set

out in the left hand column of the following table have the meaning set out next to them

in the right hand column of the table.

“the 2006 Act” the National Heath Service Act 2006 c.41;

“the 2008 Act” the Health and Social Care Act 2008 c.14;

“the 2009 Act” the Health Act 2009 c.21;

“the 2012 Act” the Health and Social Care Act 2012 c.7;

“the Care Quality

Commission”

the Care Quality Commission established under

section 1 of the 2008 Act;

“clinical

commissioning

group”

a body corporate established pursuant to section 1F

and Chapter A of Part 2 of the 2006 Act;

“Commissioner

Requested Service”

a service of the sort described in paragraph 2 or 3 of

condition G9 which has not ceased to be such a

service in accordance with paragraph 9 of that

condition;

“Commissioners” includes the NHS Commissioning Board and any

clinical commissioning group;

“Director” includes any person who, in any organisation,

performs the functions of, or functions equivalent or

similar to those of, a director of:

(i) an NHS foundation trust, or

(ii) a company constituted under the Companies

Act 2006;

“Governor” includes any person who, in any organisation,

performs the functions of, or functions equivalent or

44

similar to those of, a Governor of an NHS foundation

trust as specified by statute;

“the NHS Acts” the 2006 Act, the 2008 Act, the 2009 Act and the

2012 Act;

“NHS

Commissioning

Board”

the body corporate established under section 1E of,

and Schedule A1 to, the 2006 Act;

“NHS foundation

trust”

a public benefit corporation established pursuant to

section 30 of, and Schedule 7 to, the 2006 Act.

2. Any reference in this Licence to a statutory body shall be taken, unless the contrary is

indicated, to be a reference also to any successor to that body.

3. Unless the context requires otherwise, words or expressions which are defined in the

2012 Act shall have the same meaning for the purpose of this Licence as they have for

the purpose of that Act.

4. Any reference in the Licence to any provision of a statute, statutory instrument or other regulation is a reference, unless the context requires otherwise, to that provision as currently amended.

List of Commissioner Requested ServicesOrganisation Wrightington, Wigan and Leigh NHS Foundation Trust

NHS Code: RRF

Sector: Acute

Emergency Elective Day case A&E Outpatient Critical Care Elective Emergency Phone

Tests &

Audiology

Care Group Code Description Spells Spells Spells Attendances Attendances Bed Days Bed Days Bed Days Attendances Diagnostics Home Visits

Drug

Regimens Tests

Community

Contacts

- 100 General Surgery 4,476 1,078 838 - 9,663 - 260 940 127 - - - - -

- 101 Urology 152 721 2,123 - 13,807 - 771 24 9 - - - - -

- 103 Breast Surgery 34 219 180 - 8,408 - - - 30 - - - - -

- 104 Colorectal Surgery 2 84 152 - 3,654 - - - 347 - - - - -

- 106 Upper Gastrointestinal Surgery 2 3 386 - - - - - 52 - - - - -

- 107 Vascular Surgery 2 415 116 - 3,153 - 101 - - - - - - -

- 110 Trauma & Orthopaedics 2,168 3,992 5,945 - 68,539 - 1,030 993 602 - - - - -

- 120 ENT 314 456 563 - 15,166 - 9 21 - - - - - -

- 130 Ophthalmology 3 13 4,178 - 24,622 - - - 1 - - - - -

- 140 Oral Surgery 19 96 2,247 - 5,383 - - - - - - - - -

- 143 Orthodontics - - - - 3,068 - - - - - - - - -

- 150 Neurosurgery - - - - 175 - - - - - - - - -

- 160 Plastic Surgery - - 417 - 3,542 - - - - - - - - -

- 170 Cardiothoracic Surgery 3 - - - 486 - - - - - - - - -

- 180 Accident & Emergency 3,991 - - 78,478 103 - - 789 - - - - - -

- 190 Anaesthetics - - - - 3,307 3,504 - - - - - - - -

- 191 Pain Management - 14 1,320 - 4,353 - - - 367 - - - - -

- 242 Paediatric Intensive Care 14 - - - - - - - - - - - - -

- 259 Paediatric Nephrology - - - - 24 - - - - - - - - -

- 290 Community Paediatrics - - - - 2,538 - - - - - - - - -

- 291 Paediatric Neuro-Disability - - - - 413 - - - - - - - - -

- 300 General Medicine 9,675 16 364 - 5,715 - 3 2,704 164 - - - - -

- 301 Gastroenterology 452 171 7,586 - 9,247 - 33 341 438 - - - - -

- 302 Endocrinology - - - - 731 - - - - - - - - -

- 303 Clinical Haematology 3 22 3,389 - 5,792 - 120 - 906 - - - - -

- 306 Hepatology 2 - - - 290 - - - 82 - - - - -

- 307 Diabetic Medicine 3 - - - 6,592 - - - 2,433 - - - - -

- 314 Rehabilitation 43 38 53 - 347 - - - 7 - - - - -

- 315 Palliative Medicine - - 11 - 139 - - - 3 - - - - -

- 320 Cardiology 1,548 256 1,598 - 10,635 - 40 724 426 - - - - -

- 321 Paediatric Cardiology - - - - 140 - - - - - - - - -

- 324 Anticoagulant Service - - - - 48,907 - - - 1,070 - - - - -

- 330 Dermatology - - 2 - 15,798 - - - 48 - - - - -

- 340 Respiratory Medicine 2,212 14 256 - 9,968 - - 1,301 1,692 - - - - -

- 361 Nephrology - - - - 585 - - - 1 - - - - -

- 370 Medical Oncology 2 14 3,314 - 1,932 - 14 - 3 - - - - -

- 400 Neurology 2 - - - - - - 3 - - - - - -

- 410 Rheumatology 24 72 1,929 - 13,257 - 12 7 1 - - - - -

- 420 Paediatrics 2,085 168 69 - 9,664 6,338 5 173 - - - - - -

- 421 Paediatric Neurology - - - - 46 - - - - - - - - -

- 422 Neonatology 1,042 - - - - - - 2 - - - - - -

- 430 Geriatric Medicine 520 3 2 - 1,954 - - 201 1 - - - - -

- 501 Obstetrics 6,255 7 - - 6,414 - 2 208 297 - - - - -

- 502 Gynaecology 542 428 1,705 - 18,003 - 115 53 - - - - - -

- 560 Midwife Episode 465 - - - 32,912 - - - 2,297 - - - - -

- 650 Physiotherapy - - - - 25,206 - - - 33 - - - - -

- 651 Occupational Therapy - - - - 5,450 - - - 22 - - - - -

- 652 Speech And Language Therapy - - - - 248 - - - - - - - - -

- 653 Podiatry - - - - 1,559 - - - 621 - - - - -

- 654 Dietetics - - - - 339 - - - - - - - - -

- 655 Orthoptics - - - - 6,174 - - - 20 - - - - -

- 800 Clinical Oncology - - - - 674 - - - 1 - - - - -

- 822 Chemical Pathology - - - - 1,164 - - - 1 - - - - -

- 0 Direct Access Pathology - - - - - - - - - 2,377,469 - - - -

- 0 Direct Access Radiology - - - - - - - - - 44,707 - - - -

- 0 Specialist Nurse Home Visit - - - - - - - - - - 4,026 - - -

- 0 Midwifery - - - - - - - - - - 12,222 - - -

- 0 Lucentis - - - - - - - - - - - 1,979 - -

- 0 Chemotherapy Delivery & Procurement - - - - - - - - - - - 4,217 - -

- 0 Diagnostic Imagining - - - - - - - - - 1,037 - - - -

- 0 Cardiology Outpatient Tests / Diagnostics - - - - - - - - - 13,074 - - - -

- 0 Direct Access Cardiology - - - - - - - - - 3,213 - - - -

- 0 Anti TNF - - - - - - - - - - - 74,260 - -

- 0 Audiology - - - - - - - - - - - - 23,911 -

- 0 Community Births - - - - - - - - - - - - - 59

- 0 Vascular Tests / Diagnostics - - - - - - - - - 2,254 - - - -

- 0 REHABILITATION - - - - - - - - - - - - - -

Total 36,055 8,300 38,743 78,478 410,286 9,842 2,515 8,484 12,102 2,441,754 16,248 80,456 23,911 59

Specialty

Appendices

Trust Wide Governance and Assurance Framework V1.1 (as at 30 September 2015)AS AT FEBRUARY 2016

KEY:

Report by Exception

Service & Site Investment Chair: R Mundon

Systems Resilience Operations Chair: CCG

Research & Development Chair: C Birchall

Performance Board Chair: M Fleming

Management Board Chair: A Foster

Clinical Audit Effectiveness Chair: A Thompson

Caldicott Committee Chair: U Prabhu

Engagement Committee Chair: P Gregory Lead Governor

Divisional Health and Safety Groups

Risk and Environmental Management Committee

(REMC) Chair: R Mundon

Medicine Management Strategy Board

Chair: M Fleming

Safeguarding Committee Chair: P Law

Quality Champions Committee

Chair: A Foster

Corporate Quality Executive Committee (CQEC)

Chair: P Law

Infection Prevention & Control Committee

Chair: R Nelson

Palliative & End of Life Care Committee

Chair: Chair: P Law

QUALITY & SAFETY COMMITTEE

Chair: T Warne

Task & Finish Groups - COSSH - Bleeps -Volumetric Pumps

Executive Scrutiny/ SIRI Panel

Chair: P Law/U Prabhu

Policy & Ratification Committee (PARC) Chair: C Alexander

Harm Free Care Committee

Chair: P Law

Occupational Safety & Health Committee

Chair: C Alexander

FINANCE & INVESTMENT COMMITTEE

Chair: J Lloyd

AUDIT COMMITTEE [Receives minutes from all Trust

Board Sub-Committees] Chair: C Hudson

HR COMMITTEE (inc. Corporate Communications)

Chair: N Campbell

IM&T STRATEGY COMMITTEE

Chair: C Paker Stubbs

SHARED SERVICES BOARD

(inc. PAWS and SSDU) Chair: Joint Chairman

wwwl & srft

TRUST BOARD Chair: R Armstrong

COUNCIL OF GOVERNORS Chair: R Armstrong

REMUMERATION COMMITTEE

Chair: R Armstrong

CHARITABLE TRUST BOARD

Chair: R Armstrong

Discharge Improvement Committee Chair: P Law

Blood Transfusion Chair: L McCreary

Radiation Protection and Laser Safety

Chair:A Beatty

Resuscitation and uDNACPR Chair: T Boyd & A Wardman

Medical Equipment Management and Capital

Medical Equipment Chair: D Evans

Emergency Planning Chair: A Whitehead

Medicines Safety Group Chair: G Masterman

Divisional Quality Executive Committees

(DQEC) Surgery, Medicine, Specialist Services, Estates & Facilities Chair: E&F D Evans

Surg: J Husain Med: S Arya SS: A Gambia

Critical Care Delivery Group Chair: P Law

Task & Finish Groups - Moving and Handling - Violence and Aggression -Sharps

Executive Communication Cell (ECC)

Chair: A Foster

Divisional Performance Reviews:

Chair M Fleming

HIS Programme Board Chair: R Forster

Information Security Chair: R Forster

Data Quality Chair: U Prabhu

Partnership Council Chair: A Balson

Local Negotiating Committee Chair: A Foster joint

Inclusion & Diversity Steering Group

Chair: A Balson

Staff Engagement Steering Group Chair: A Foster

Education Governance Chair: A Cheesman/S

Montgomery

Borough Workforce Leads Meeting

Chair: A Balson

Wellbeing Partners Governance Chair: a Balson

Falls Improvement Group Chair: C Greenhalgh

Nutrition and Hydration Chair: C Greenhalgh

Deteriorating Patient

(NHS QUEST) Chair: P Law

Clinical Advisory

Board Chair: U Prabhu

Professional Advisory

Board (HoN report

here) Chair P Law

Service Transformation Committee (CSR2) Chair: R Mundon

Divisional Charitable Funds Committee

SS: P Kay Med: S Arya

Surg: J Husain

Dementia Strategy Group Chair: P Law

Thrombosis Committee (from

November 2015)

Quality, Safety & Safeguarding Committee (CCG Meeting)

Chair: CCG

CQC Stakeholder Committee

Chair R Forster

NOMINATION REMUMERATION

COMMITTEE Chair: R Armstrong

FOUNDATION GROUP PROGRAMME BOARD

Chair: Joint Chairman wwl & srft

ANNEX 7 – STANDING ORDERS FOR THE PRACTICE AND PROCEDURE OF THE COUNCIL OF GOVERNORS

(Paragraph 15)

1 These Standing Orders

These Standing Orders for the Practice and Procedures of the Council of Governors are the standing orders referred to in paragraph 15 of the Constitution. They may be amended in accordance with the procedure set out in Standing Order 18 below. If there is any conflict between these Standing Orders and the Constitution, the Constitution shall prevail.

2 Meetings

Meetings of the Council of Governors shall be held at regular intervals (normally no less than four times in each year) at such times and places as the Chairman may determine from time to time. The Secretary will publish the dates, times and locations of Meetings of the Council of Governors for the year not less than 3 months in advance. Other, or emergency, meetings of the Council of Governors may be called in accordance with the Constitution.

3 Agendas and Papers

An agenda, copies of any Questions on Notice and/or Motions on notice to be considered at the relevant meeting and any supporting papers shall be sent to each Governor so as to arrive with each Governor normally no later than 7 days in advance of each meeting. Minutes of the previous meeting will be circulated with these papers for approval and this will be a specific agenda item.

4 Reports from the Executive Directors

At any meeting a Governor may ask any question through the Chairman without notice on any report by an Executive Director, or other officer of the Foundation Trust, after that report has been received by or while such report is under consideration by the Council of Governors at the meeting. Unless the Chairman decides otherwise no statements will be made other than those which are strictly necessary to define any question posed and in any event no statements will be allowed to last longer than 3 minutes each. A Governor who has put such a question may also put one supplementary question if the supplementary question arises directly out of the reply given to the initial question. The Chairman may, in his absolute discretion, reject any question from any Governor if in the opinion of the Chairman the question is substantially the same and relates to the same subject matter as a question which has already been put to that meeting or a previous meeting. At the absolute discretion of the Chairman, questions may, at any meeting which is

held in public, be asked of the Executive Directors present by Members of the Foundation Trust or any other members of the public present at the meeting.

5 Questions on Notice at Meetings

5.1 Subject to the provisions of Standing Order 6, a Governor may ask a Question on Notice of:

5.1.1 the Chairman; 5.1.2 another Governor; 5.1.3 an Executive Director of the Foundation Trust; or 5.1.4 the Chairman of any sub-committee or working group of

the Council of Governors.

6 Notice of Questions

Notice of a Question on Notice must be given in writing to the Secretary at least 14 days prior to the relevant meeting. For the purposes of this Standing Order 6, receipt of any such Questions on Notice via electronic means is acceptable.

7 Response to a Question on Notice

7.1 An answer to a Question on Notice may take the form of:

7.1.1 a direct oral answer at the relevant meeting (which may, where the desired information is in a publication of the Foundation Trust or other published work, take the form of a reference to that publication);

7.1.2 where the reply cannot conveniently be given orally at the

relevant meeting, a written answer which will be circulated as soon as reasonably practicable to the questioner and to the other Governors with the agenda for the next meeting; or

7.1.3 a brief oral answer at the relevant meeting supplemented

by a written answer circulated as soon as reasonably practicable to the questioner and to the other Governors with the agenda for the next meeting.

8 Supplementary Questions in Respect of a Question on Notice Supplementary questions for the purpose of clarification of a reply to a Question on Notice may be asked at the absolute discretion of the

Chairman.

9 Motions on Notice

9.1 Notice

Subject to Standing Order 11, a Motion may only be submitted by Governors and must be received by the Secretary in writing at least 14 days prior to the meeting at which it is proposed to be considered, together with any relevant supporting papers. Except for Motions which can be moved without notice under Standing Order 10, the notice of every Motion must be signed or transmitted by at least two Governors. For the purposes of this Standing Order 9, receipt of any such Motions via electronic means is acceptable. All Motions received by the Secretary will be acknowledged by the Secretary in writing to the Governors who have signed or transmitted the same.

9.2 Scope

Motions may only be about matters for which the Council of Governors has a responsibility or which affect the services provided by the Foundation Trust.

10 Motions Without Notice

10.1 The following Motions may be moved at any meeting without notice:

10.1.1 in relation to the accuracy of the minutes of the previous meeting;

10.1.2 to change the order of business in the agenda for the

meeting; 10.1.3 to refer a matter discussed at a meeting to an

appropriate body or individual; 10.1.4 to appoint a working group arising from an item on the

agenda for the meeting; 10.1.5 to receive reports or adopt recommendations made by

the Board of Directors; 10.1.6to withdraw a Motion; 10.1.7to amend a Motion; 10.1.8 to proceed to the next business on the agenda; 10.1.9 that the question be now put;

10.1.10 to adjourn a debate; 10.1.11 to adjourn a meeting; 10.1.12 to suspend a particular Standing Order contained

within these Standing Orders (provided that any Standing

Order may only be suspended if at least one half of the aggregate number of Governors are present at the meeting in question and provided also that the Standing Order in question may only be suspended for the duration of the meeting in question);

10.1.13 to exclude the public and press from the meeting in

question (the Motion shall be “To exclude the press and public from the remainder of the meeting, owing to the confidential nature of the business to be transacted.”);

10.1.14 to not hear further from a Governor, or to exclude

them from the meeting in question (if a Governor persistently disregards the ruling of the Chairman or behaves improperly or offensively or deliberately obstructs business, the Chairman, in his absolute discretion, may move that the Governor in question be not heard further at the meeting in question. If seconded, the Motion will be voted on without discussion. If the Governor continues to behave improperly after such a Motion is carried, the Chairman may move that either the Governor leaves the meeting room or that the meeting in question is adjourned for a specified period. If seconded, the Motion will be voted on without discussion); or

10.1.15 to give the consent of the Council of Governors to any

matter where its consent is required pursuant to the Constitution.

11 Urgent Motions or Questions

Urgent Motions or questions may only be submitted by a Governor and must be received by the Secretary in writing before the commencement of the meeting in question. The Chairman shall decide whether the Motion or question in question should be tabled.

12 Any Other Business

There will not be an agenda item entitled “Any Other Business”. Instead,

there will be an item for “Motions or Questions on Notice”, (which are subject to the other provisions of these Standing Orders). There will be another item for “Urgent Motions or Questions”, (which are subject to Standing Order 12).

13 Speaking

13.1 This Standing Order applies to all forms of speech/debate by Governors or Members of the Foundation Trust and the public in relation to the Motion or question under discussion at a meeting.

13.2 Content and Length of Speeches

Any approval to speak must be given by the Chairman. Speeches must be directed to the matter, Motion or question under discussion or to a point of order. Unless in the opinion of the Chairman it would not be desirable or appropriate to time limit speeches on any topic to be discussed having regard to its nature complexity or importance, no proposal, speech, nor any reply, may exceed three minutes. In the interests of time the Chairman may, in his absolute discretion, limit the number replies questions or speeches which are heard at any one meeting.

13.3 When a person may speak again

A person who has already spoken on a matter at a meeting may not speak again at that meeting in respect of the same matter, except: 13.3.1 in exercise of a right of reply; 13.3.2 on a point of order.

13.4 Identification

All speakers must state their name and role before starting to speak to ensure the accuracy of the minutes.

14 Voting

All questions put to the vote shall, at the discretion of the Chairman, be decided by a show of hands. A paper ballot may be used if a majority of the Governors present so request.

15 Attendance

Governors who are unable to attend a meeting shall notify the Secretary in advance of the meeting in question so that their apologies may be submitted.

16 Quorum

The quorum for a Meeting of the Council of Governors will be as set out in Annex 5.

17 Chairing Meetings

The arrangements for chairing meetings of the Council of Governors are set out in the Constitution, paragraph 14.1.

18 Amendments to Standing Orders

These Standing Orders may only be amended in accordance with paragraph 38 of the Constitution. A Motion to change the Standing Orders must be signed by at least ten Governors, including at least 5 Public Governors and 1 Appointed Governor and submitted to the Secretary in writing at least 21 days before the meeting at which the Motion is intended to be proposed.

19 Dispute between the Council of Governors and the Board of Directors In the event of any unresolved dispute between the Council of Governors and the Board of Directors, the Chairman or the Secretary may arrange for independent professional advice to be obtained for the Foundation Trust. The Chairman may also initiate an independent review to investigate and make recommendations in respect of how the dispute may be resolved.

ANNEX 8 – STANDING ORDERS FOR THE PRACTICE AND PROCEDURE OF THE BOARD OF DIRECTORS

(Paragraph 25)

1. These Standing Orders

These Standing Orders for the Practice and Procedures of the Board of Directors are the standing orders referred to in paragraph 25 of the Constitution. They may be amended in accordance with the procedure set out in Standing Order 12 below. If there is any conflict between these Standing Orders and the Constitution, the Constitution shall prevail.

2. Meetings

Ordinary meetings of the Board of Directors shall be held at regular intervals, normally no less than 4 times in each year, at such times and in such places as the Board of Directors may determine from time to time.

3. Agendas and Papers

An agenda and any supporting papers shall be sent to each Director so as to arrive with each Director normally no later than 7 days in advance of each meeting. Minutes of the previous meeting will be circulated with these papers for approval and this will be a specific agenda item.

4. Voting

All questions put to the vote shall, at the discretion of the Chairman, be decided by a show of hands. A paper ballot may be used if a majority of the Board of Directors present so request.

5. Attendance

Directors who are unable to attend a meeting shall notify the Secretary in writing in advance of the meeting in question so that their apologies may be submitted.

6. Quorum

The quorum for a meeting will be as set out in Annex 6.

7. Chairing Meetings

7.1 The arrangements for chairing a meeting are set out in Annex 6. The Chairman may, in his absolute discretion:

7.1.1 exclude the press and public from a meeting owing to the confidential nature of the business to be transacted; or

7.1.2 exclude a Director from a meeting if a Director

persistently disregards the ruling of the Chairman or behaves improperly or offensively or deliberately obstructs business.

8. Arrangements for the Exercise of Functions by Delegation 8.1 The Board of Directors may make arrangements on behalf of the

Foundation Trust for the exercise of any of its powers by a formally constituted committee of Directors or the Chief Executive, subject to such restrictions and conditions as the Board of Directors thinks fit.

8.2 The powers which the Board of Directors has retained to itself

within these Standing Orders may in emergency be exercised by the Chief Executive and the Chairman after having consulted at lease two non-executive Directors. The exercise of such powers by the Chief Executive and Chairman shall be reported to the next formal meeting of the Board of Directors for ratification.

9. Committees

9.1 The Board of Directors may appoint committees with a membership wholly of Directors to exercise any of its powers.

9.2 The Board of Directors may appoint committees consisting wholly

or partly of members who are not Directors for any purpose which is calculated or likely to contribute to or assist it in the exercise of its powers but it may not delegate the exercise of any of its powers to such a committee.

10. Declaration of Interests and Register of Interests

The provisions relating to the formal declaration of interests by Directors (namely direct or indirect pecuniary and other interests which are relevant and material to the business of the Foundation Trust) and the register of such interests maintained by the Foundation Trust are set out in the Constitution, paragraph 26.

11. Signature of Documents

The Chief Executive or other nominated officer of the Chief Executive shall be authorised by resolution of the Board of Directors to sign 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 any committee with delegated authority, on behalf of the Foundation Trust.

12. Amendments to Standing Orders

12.1 These Standing Orders may only be amended in accordance with paragraph 38 of the Constitution, and if the following requirements are also met:

12.1 the variation proposed does not contravene a statutory

provision; 12.2 at least two-thirds of the Directors are present; and 12.3 no fewer than half the total of the Foundation Trust’s non-

executive Directors vote in favour of the amendment.

13. Dispute between the Council of Governors and the Board of Directors

In the event of any unresolved dispute between the Council of Governors and the Board of Directors, the Chairman or the Secretary may arrange for independent professional advice to be obtained for the Foundation Trust. The Chairman may also initiate an independent review to investigate and make recommendations in respect of how the dispute may be resolved.

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9 10 11 12 13 14 15 16 17 18 19 20Real Time Patient Surveys Monthly Internal Board

Performance Report

Engagement Committee X X X X X X

Evidence Based Design Initiative

N/A Internal Report Engagement Committee X X X

Bi-Annual Full Internal Inspections Biannual Internal Inspection Report and Action Plan

Quality and Safety Committee (Q&SC)

X

Leadership Safety Walkrounds Monthly Internal Visit Report Corporate DQEC X

Corporate Clinical Audit Programme: Always Events Quarterly Internal Audit Report; Board Performance Report

Q&SC X X X

Corporate Clinical Audit Programme: uDNACPR Always Events

Quarterly Internal Report uDNACPR Committtee X X X X

Quality Champions Programme N/A Internal Project Presentations

Quality Champions Committee X

CQC Intelligent Monitoring Report (IMR) Quarterly External IMR Summary Report; SEC Report

Q&SC X X X X X X X

Corporate Clinical Audit Programme: MEWS/Neuro Obs

Annual Internal Report Harmfreecare Committee X

Corporate Clinical Audit Programme: DOLS Annual Internal Report and Action Plan

Safeguarding Committee X X X

Corporate Clinical Audit Programme: Mental Capacity Act

Annual Internal Report and Action Plan

Safeguarding Committee X X X

Corporate Clinical Audit Programme: Consent Audit Annual Internal Clinical Advisory Group X X X

NHS Quest Project Participation N/A External X X X

Fundamental Standards: Sources of Assurance

Fundamental Standards

Sources of Assurance FrequencyInternal or External Report Lead (Individual or Group)

AQUA/Advancing Quality Participation N/A External X X X

AQUA/Advancing Quality Benchmarking N/A External X X X

Quality Strategy/Quality Accounts Priorities Every 3 yrs/Annual

Internal Bi-Annual Updates

Q&SC X X X

CQUINs Monitoring Annual External Quarterly Report Performance Board; Finance and Investment Committee

X X X

Serious Incident Investigations and Outcomes N/A Internal Report and Action Plan; SEC Report; STEIS Log; Board Performance

SIRI Panel X X

Inquest and Clinical Negligence; Public Liability and Employee Liability Claims Outcomes

N/A External SEC Report; Legal Services Bi-Annual and Annual Reports

ESC; Q&SC; Audit Committee X X

Complaints Investigations and Outcomes N/A Internal SEC Report; Complaints Annual Report; Board Performance Report

ESC

Duty of Candour Reports Monthly Internal Report ESC X

Corporate Clinical Audit Programme: End of Life Care

Annual Internal Report End of Life Care and Berevement Group (TBC)

X X X

Corporate Clinical Audit Programme: Senior Review Audit

Annual Internal Report Clinical Advisory Group; Q&SC X

Corporate Clinical Audit Programme: Nutrition and Hydration

Annual Internal Report Nutrition Group X

Mortality/Death Audits Weekly Internal Weekly to wide circulation list; Annual Report

Q&SC X

Dr Foster Mortality Alerts N/A External Report Corporate QEC X

HSMR and SHMI Data N/A External SEC Report; Board Performance Report

Corporate QEC X

Information Governance Toolkit (IGT) Annual External Self Assessment Information Governance Committtee

X

Safeguarding Serious Case Reviews N/A External Action Plans Safeguarding Committee X

Safeguarding External Review Once (2014) External External Report Safeguarding Committee X

Corporate Clinical Audit Programme: Safeguarding Checklist in A&E

Annual Internal Audit Report Safeguarding Committee X

Safeguarding (Adults and Children) Annual Report and Workplan

Annual Internal Annual Report Safeguarding Committee and Q&SC

X

Safeguarding QSSG Assurance Template Every 8 weeks

External Assurance Template

Safeguarding Committee X

Infection Control Survillence Reports Monthly Internal Survillence Reports; Board Performance Report

Infection Prevention and Control Committee (IPCC)

X

Corporate Clinical Audit Programme: Infection Control Audits

Annual Internal Audit Reports IPCC X

PLACE Assessments Annual External Place Assessment Results

X X X

Cleanliness Audits Monthly Internal Audit Report Infection Prevention and Control Committee (IPCC)

X X

MRSA, Cdiff and Infection Outbreak RCA's N/A Internal RCA Reports IPCC X

Corporate Clinical Audit Programme: Management of Medicine Audits/Dashboards

Monthly Internal Dashboard/Point Prevalance

Medicines Management Committee; Q&SC (quarterly)

X

North West Commissioning Support Unit: QPM Improved reporting of medicine related safety incidents

Once (2015) External Final Report Medicines Management Committee

X

National Patient Surveys Annual External Summary of Results and Action Plan

Engagement Committee X X X X X X X X

National Staff Surveys Annual External Summary of Results and Action Plan

HR Committee X

Health and Safety Annual Report and Workplan Annual Internal Annual Report Occupational Safety and Health Committee; Q&SC

X

Health and Safety Quarterly Assurance Report Quarterly Internal Assurance Report Occupational Safety and Health Committee; Q&SC

X

Security Report Quarterly Internal Security Report Occupational Safety and Health Committee

X

Fire Report Quarterly Internal Fire Report Occupational Safety and Health Committee

X

Waste Management Report Quarterly Internal Waste Management Report

Occupational Safety and Health Committee

X

Moving and Handling Report Quarterly/ Annual

Internal Moving and Handling Report

Occupational Safety and Health Committee

X X X

Corporate Risk Register (CRR) Monthly Internal CCR Report REMC; Q&SC; Audit Committee X

Board Assurance Framework (BAF) Annual but reviewed monthly

Internal BAF REMC; Sub-Committee of Trust Board allocated to each objective

X

NRLS Benchmarking Information Bi-Annual External SEC Report Q&SC X

Sign Up to Safety Pledges and Improvement Plan Once (2014) Internal Pledges and Plan Q&SC X

Friends and Family Test Monthly External Summary of Benchmarking Data

Engagement Committee X

Safety Thermometer Monthly External Summary Report Harmfreecare Committee X X

Internal Audit Programme Annual External Report and Action Plan

Audit Committee X

Deloitte Review/Audit Programme Annual External Report and Action Plan

Audit Committee X

External Review of Never Events - Professor Toft Once (2015) External Report and Action Plan

Q&SC X X

Nursing Care Indicators 'Ward to Board' Monthly Internal Board Performance Report

X X X X X X X X X

Emergency Planning Resilience and Response (EPRR) Core Standards Self Assessment

Annual Internal Self Assessment and Action Plan

REMC X

Emergency Planning Resilience and Response (EPRR) Quarterly Report

Quarterly Internal Report Occupational Safety and Health Committee

X

NICE Quarterly Report Quarterly Internal Report Audit and Effectiveness Committee; Corporate QEC

X X X

HealthWatch Enter and View Visits N/A External Report and Action plan

Engagement Committee X

CAS Alert Compliance Quarterly Internal Report Corporate QEC X X

Up to date Policies and Clinical Guidelines Monthly Internal Report Corporate QEC X

Delivering Same Sex Accommodation Breaches N/A Internal Board Performance Report

X

The Helpline Analysis N/A External Summary Report Heads of Nursing X

Raising Concerns Analysis N/A Internal Summary Report HR Committee X

Corporate Clinical Audit Programme Annual Internal Report Audit and Effectiveness Committee; Audit Committee

X

Corporate Clinical Audit Programme: Confidentiality Audit

Bi Annual Internal Report Audit Committee X

Corporate Clinical Audit Programme:Patient ID X

Corporate Clinical Audit Programme: Documentation

Annual Internal Report Corporate QEC X

Mandatory Training Programme N/A Internal Report HR Committee X

Safe Staffing Reports/SNCT Submissions Monthly/Bi Annually

Internal Board Performance Report

Trust Board X X

Corporate Governance Manual May 2015