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Constitution annex 6, additional provisions, council of governors

Contents

  1. Terms of office
  2. Removal and disqualification
  3. Termination of tenure
  4. Vacancies
  5. Meetings
  6. Declarations
  7. Nominations Committee
  8. Reserve chairman

1 Council of governors, terms of office

A governor:

  • 1.1, shall be elected or appointed for a term of three years
  • 1.2, shall be eligible for re-election or re-appointment at the end of that term but may not serve as a governor for more than a total of 9 years
  • 1.3, shall cease to hold office if:
    • 1.3.1, he ceases to be a member of a trust constituency or, in the case of an appointed governor, if the body which appointed him withdraws its appointment at any time
    • 1.3.2, his term of office is terminated in accordance with section 3 below and, or he is disqualified from or is otherwise ineligible to hold office as a governor; or
    • 1.3.3, he resigns by notice in writing to the trust

2 Council of governors, removal and disqualification

2.1, a governor shall not be eligible to become or continue in office as a governor if:

  • 2.1.1, he ceases to be eligible to be a member, save in the case of appointed governors
  • 2.1.2, in the case of an appointed governor, the appointing organisation withdraws its appointment of him
  • 2.1.3, any of the grounds contained in paragraph 15 of the constitution apply to him
  • 2.1.4, he has within the preceding two years been lawfully dismissed otherwise than by reason of redundancy or ill health from any paid employment
  • 2.1.5, he is a person whose term of office as the chairman or as a member or director of a health service body has been terminated on the grounds that his continuance in office is no longer in the best interests of the health service, for non-attendance at meetings or for non-disclosure of a pecuniary interest
  • 2.1.6, he has had his name removed from any list maintained pursuant to parts 4 to 7 of the 2006 Act and has not subsequently had his name included in such a list
  • 2.1.7, he has failed to make, or has falsely made, any declaration as required to be made under Section 60 of the 2006 Act
  • 2.1.8, he is subject to a direction made under section 142 of the Education Act 2002
  • 2.1.9, he is a member of any overview and scrutiny committee established under the Local Government Act 2000 with responsibility for, or whose powers extended to, the services provided by the trust
  • 2.1.10, NHSE has exercised its powers to remove him as a governor of the trust or has suspended him from office or has disqualified him from holding office as a governor of the trust for a specified period or NHSE has exercised any of those powers in relation to him on any other occasion whether in relation to the trust or some other NHS Foundation trust
  • 2.1.11, he has received a written warning from the trust for verbal and, or physical abuse towards trust staff
  • 2.1.12, his term of office is terminated pursuant to section 3 below
  • 2.1.13, the relevant organisation which he represents has ceased to exist
  • 2.1.14, 2.1.14 he is an individual who is or who has within the preceding period of five years been subject to a civil injunction, community protection notice (CPN) or criminal behaviour order (CBO) as punishment for anti-social behaviour
  • 2.1.15, he is an individual who has at any time been subject to the notification requirements under part 2 of the Sexual Offences Act 2003 or a sexual harm prevention order or sexual risk order made under the Anti-social Behaviour Crime and Policing Act 2014 as amended
  • 2.1.16, he is an individual who has 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
  • 2.1.17, information revealed by a disclosure and barring service (DBS) check is such that it would be inappropriate for him to become or continue as a governor on the grounds that this would adversely affect public confidence in the trust or otherwise bring the trust into disrepute

2.2, where a person has been elected or appointed to be a governor and he becomes disqualified from that appointment he shall notify the trust in writing of such disqualification as soon as practicable and in any event within 14 days of first becoming aware of those matters which rendered him disqualified.

2.3, if it comes to the notice of the trust that a governor is disqualified, the trust shall immediately declare him disqualified and shall give him notice in writing to that effect as soon as practicable.

2.4, upon the giving of notice under sections 2.2 and 2.3 above, that person’s tenure of office as a governor shall thereupon be terminated and he shall cease to be a governor and his name shall be removed from the register of governors.

3 Council of governors, termination of tenure

3.1, a governor’s term of office shall be terminated:

  • 3.1.1 by the governor giving notice in writing to the trust of his resignation from office at any time during that term of office
  • 3.1.2, by the trust if any grounds exist under section 2 above
  • 3.1.3, by the council of governors if he has failed to attend two successive meetings of the council of governors unless the council of governors is satisfied:
    • 3.1.3.1, the absence was due to reasonable cause; and
    • 3.1.3.2 that the governor will resume attendance at meetings of the council of governors within such period as it considers reasonable
  • 3.1.4, if the council of governors resolves to terminate his term of office for reasonable cause on the grounds that in the reasonable opinion of three quarters of the governors present and voting at a meeting of the council of governors convened for that purpose:
    • 3.1.4.1, his continuing as a governor would or would be likely to:
      • 3.1.4.1.1, prejudice the ability of the trust to fulfil its principal purpose or its purposes under this constitution or otherwise to discharge its duties and functions; or
      • 3.1.4.1.2, prejudice the trust’s work with any other person or body with whom it is engaged or may be engaged in the provision of goods and services; or
      • 3.1.4.1.3, adversely affect public confidence in the goods and services provided by the trust; or
      • 3.1.4.1.4, otherwise brings the trust into disrepute or is detrimental to the interest of the trust; or
      • 3.1.4.1.5, it would not be in the best interests of the trust for that person to continue in office as a governor; or
      • 3.1.4.1.6, the governor is a vexatious or persistent litigant or complainant with regard to the trust’s affairs and his continuance in office would not be in the best interests of the trust.
  • 3.1.4.2, he has failed or refused to undertake and, or satisfactorily complete any training which the council of governors has required him to undertake in his capacity as a governor
  • 3.1.4.3, he has in his conduct as a governor failed to comply in a material way with the values and principles of the National Health Service or the trust; or
  • 3.1.4.4, he has committed a material breach of any code of conduct applicable to governors of the trust

3.2, upon a governor resigning under section 3.1.1 above or upon the council of governors resolving to terminate a governor’s tenure of office in accordance with the above provisions, that governor shall cease to be a governor and his name shall be forthwith removed from the register of governors.

3.3, any decision of the council of governors to terminate a governor’s tenure of office may be referred by the governor to the dispute resolution procedure referred to in annex 9 within 14 days of the date upon which notice in writing of the council of governor’s decision is given to the governor.

3.4, the standing orders adopted by the council of governors may contain provisions governing its procedure for termination under these provisions and for a governor to appeal against the decision terminating his tenure of office.

3.5, a governor who resigns or whose tenure of office is terminated under this section 3 shall not be eligible to stand for re-election for a period of 3 years from the date of his resignation or removal from office or the date upon which any appeal against his removal from office is disposed of whichever is the latter.

4 Council of governors, vacancies

4.1, where a governor’s term of office terminates for whatever reason then:

  • 4.1.1, in the case of an appointed governor, the trust shall invite the relevant appointing body to appoint a new governor as soon as practicable; and
  • 4.1.2, in the case of an elected governor, elections for a new governor shall take place as soon as practicable subject to the provisions of sections 4.2 and 4.3

4.2, where an elected governor ceases for whatever reason to hold office within twelve months of his Election:

  • 4.2.1, the trust shall offer the candidate who was ranked next highest in the last election for the constituency or class (as the case may be) in which the vacancy has arisen, the opportunity to assume the vacant office of governor for the unexpired balance of the former governor’s term of office
  • 4.2.2, if that candidate does not accept that invitation in a timely manner it shall be offered to that candidate who was next highest ranked in the last said election until the vacancy is filled; but if no other candidate stood for election or there are no remaining candidates who stood for election to that office or no candidate accepts the trust’s invitation in accordance with the above provisions within such time as the trust may in its absolute discretion decide, the trust shall hold an election for the vacancy as soon as reasonably practicable thereafter

4.3, subject to the provisions of section 4.5, where an elected governor ceases for whatever reason to hold office within the last twelve months of his term of office, the office shall remain vacant until the next scheduled election takes place. If in any election for a class of the service users and carers constituency no or no sufficient number of members stands for election and in consequence the office of governor for that class would otherwise remain vacant.

4.4, if in any election for the service users and carers constituency no or no sufficient number of members stands for election and in consequence the office of governor would otherwise remain vacant, the trust may hold further elections for that vacant office as soon as reasonably practicable or defer the holding of such further elections until the next scheduled date for holding an election for the service users and carers constituency, at which time they shall then hold a further election for that vacant office together with such other vacancy as may then exist.

4.5, notwithstanding the above provisions of this section 4, where the termination of a governor’s term of office causes the total number of public governors and service users and carers governors to be equal to or fewer than the other governors of the trust then an election for that vacant office shall be held as soon as reasonably practicable.

4.6, no defect in the election or appointment of a governor nor any deficiency in the composition of the council of governors shall affect the validity of any act or decision of the council of governors.

4.7 Council of governors, role

4.8, the council of governors and each governor shall act in the best interests of the trust at all times and with proper regard to the provisions of the NHS Foundation Trust Code of Governance.

4.9, subject to the requirement specified in section 4.8, each governor shall exercise his own skill and judgement in his conduct of the trust’s affairs and shall in his stewardship of the trust’s affairs bring as appropriate the perspective of the constituency or organisation by which he was elected or appointed, as the case may be.

4.10, subject to the further provisions of this constitution and without in any way derogating from them, the council of governors shall

  • 4.10.1, assist the board of directors in setting the strategic direction of the trust and targets for the trust’s performance and in monitoring the trust’s performance in terms of achieving those strategic aims and targets which have been set; and
  • 4.10.2, monitor the activities of the trust with the view to ensuring that they are being conducted in a manner consistent with its authorisation and the terms of this constitution

5 Council of governors, meetings

5.1, the council of governors shall hold not less than three general meetings each financial year.

5.2, all such meetings shall be open to the public unless the council of governors resolves that the public be excluded from the meeting whether for the whole or part of the proceedings on the grounds that publicity would be prejudicial to the public interest or the interests of the Trust by reason of the confidential nature of the business to be transacted or for other special reasons stated in the resolution and arising from the nature of the business to be transacted or the proceedings.

5.3, the council of governors shall exercise its functions in general meeting and shall not delegate the exercise of any function or any power in relation to any function to a committee save where required or authorised to do so by this constitution.

5.4, the council of governors may request the attendance of some or all of the members of the board of directors at its meetings and the board of directors may attend and may give such reports and information to the council of governors as the board of directors considers appropriate and subject always to the other provisions of this constitution.

6 Council of governors, declarations

6.1, a member of a public constituency or of the service users and carers constituency standing for election as governor must make a declaration for the purposes of section 60 of the 2006 Act in the form specified below stating the particulars of his qualification to vote as a member and that he is not prevented from being a member of the council of governors by virtue of any provisions of this constitution.

6.2, the specified form of declaration shall be set out on the nomination form referred to in the model rules for election rules at annex 5 and shall state as follows:

  • “I declare that I am resident at the address detailed in section 1 of this form. I declare that to the best of my knowledge I am eligible to stand for election to the council of governors for the seat named in section 2 of this form. I declare that to the best of my knowledge I am not de-barred from standing for election by any of the provisions detailed at section 3 of this form. I declare that I have stated details of any of my political memberships and any financial interests I have in the trust at section 4 of this form. I understand that if any of these declarations are later found to be false I will if elected lose my seat on the council of governors and may also have my membership withdrawn. I endorse the principles of the National Health Service and in particular that healthcare should be available to everyone regardless of age, income or ethnicity and is based on need, not the ability to pay, as well as being free at the point of delivery”.

7 Council of governors, Nominations Committee

7.1, the council of governors shall establish a committee of its members to be called the Nominations Committee (“the committee”) to discharge those functions in relation to the appointment of the chairman and non-executive directors described in section 7.3 below and such other functions as are provided for in section 7.5 below.

7.2, the committee shall consist of seven members of which:

  • 7.2.1, four shall be service user and carer and public governors, with at least one being a public governor and at least one being a service user or carer governor
  • 7.2.2, three shall be appointed and staff governors, with at least one being an appointed governor and at least one being a staff governor
  • 7.2.3, the members shall include the reserve chairman who shall be the chairman of the committee.

7.3, the functions of the committee shall be as follows:

  • 7.3.1, to determine the criteria and process for the selection of candidates for office as chairman or other non-executive director of the trust having first consulted with the board of directors as to those matters and having regard to such views as may be expressed by the board of directors and to any relevant provisions of the NHS Foundation Trust Code of Governance or like guidance which may be published from time to time
  • 7.3.2, to seek by way of open advertisement and other means candidates for office and to assess and select for interview such candidates as are considered appropriate and in doing so the committee shall be at liberty to seek advice and assistance from persons other than members of the committee or of the council of governors
  • 7.3.3, to make recommendation to the council of governors as to potential candidates for appointment as chairman or other non-executive director, as the case may be; and
  • 7.3.4, as further stipulated in section 7.6 below

7.4, the council of governors shall resolve in general meeting to appoint such candidate or candidates (as the case may be) as it considers appropriate and in reaching its decision it shall have regard to the views of the board of directors and of the committee as to the suitability of the available candidates.

7.5, the committee shall:

  • 7.5.1, on a regular and systematic basis monitor the performance of the chairman and other non-executive directors and make reports thereon to the council of governors from time to time when requested to do so or when in the opinion of the committee the results of such monitoring ought properly to be brought to the attention of the council of governors; and
  • 7.5.2, consider and make recommendations to the council of governors as to the remuneration and allowances and other terms and conditions of office of the chairman and other non-executive directors.

7.6, subject to the provisions of paragraph 25 of the constitution in relation to the appointment of the chairman and non-executive directors of the trust:

  • 7.6.1, only a member of a public constituency or of the service users and carers constituency or where any of the trust’s hospitals includes a medical or dental school provided by a university, an individual exercises functions for the purposes of that university, may be appointed as the chairman or other non-executive director; and
  • 7.6.2, the chairman and other non-executive directors shall be appointed following a process of open competition conducted in accordance with section 7.3 above

8 Council of governors, reserve chairman

8.1, no person may serve as the reserve chairman for more than a total of three years, without being re-appointed by the council of governors. The maximum term of office as reserve chairman is six years.

8.2, a person appointed as the reserve chairman shall cease to be eligible to continue serving as the reserve chairman if he ceases to be a governor or member and the reserve chairman’s term of office can be terminated by the council of governors at any time.

Page last reviewed: November 14, 2024
Next review due: November 14, 2025

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