Constitution annex 7, standing orders, council of governors

Foreword

This document provides a regulatory and business framework for the conduct of the council of governors.

1 Introduction

The trust is a public benefit corporation that was established by the granting of authorisation by NHS Improvement (now NHS England).
The statutory functions conferred on the trust are set out in the 2006 Act and in the trust’s licence.
As a public benefit corporation the trust has specific powers to contract in its own name and to act as a corporate trustee. In the latter role it is accountable to the charity commission for those funds deemed to be charitable.
In accordance with paragraph 18 of the constitution, the standing orders for the council of governors are set out in this annex 7.
For convenience, and unless the context otherwise requires, the terms and expressions contained within paragraph 46 of this constitution relating to Interpretation are incorporated and are deemed to have been repeated here verbatim for the purposes of interpreting words contained in this annex 7.

2 The council of governors

2.1 Roles and responsibilities of governors

Subject always to provisions of the constitution, the governors shall have the following roles and responsibilities:

2.1.1, to appoint and remove the chair and non-executive directors (constitution paragraph 26)
2.1.2, to approve the appointment of the chief executive (constitution paragraph 28)
2.1.3, to appoint the auditor (constitution paragraph 37)
2.1.4, to receive the annual report and accounts (constitution paragraph 41)
2.1.5, to ensure that the trust operates in accordance with the licence
2.1.6, to oversee and advise the board of directors regarding future trust plans and priorities
2.1.7, to monitor the performance of the trust against the strategic direction and the targets with a view to satisfying itself that the board of directors is fulfilling its responsibilities in this regard. This will be achieved by regular briefings on the performance of the trust and, at its meetings, being able to consider and comment on that performance
2.1.8, to ensure the continued success of the trust through overseeing the effective management, partnership working and maintenance of NHS values and principles
2.1.9, to oversee the development of the trust as an effective social enterprise through focus on the wider public interest and promoting social cohesion in ensuring that the council of governors reflects all the interests of the membership community
2.1.10, to share local responsibility for the success of the trust, in particular by building and sustaining a wide consensus as to the vision for the trust and by members representing the trust to their respective communities and organisations and vice versa and
2.1.11, to instigate or be involved in review of a specific issue, or be involved in further development of a particular strategy through specific working groups

2.2 Composition of the council of governors

The composition of the council of governors shall be as set out in the constitution.

2.3 Appointment of the chairman and non-executive directors

The chairman and non-executive directors are appointed by the council of governors in accordance with section 26 of the constitution and paragraph 7 of annex 6 to the constitution.

2.4 Terms of office of the chairman and non-executive directors

The provisions governing the period of tenure of office of the chairman and the non-executive directors are contained in paragraph 33 of the constitution (“board of directors, remuneration and terms of office”).

2.5 Appointment of the reserve chairman of the council of governors

2.5.1, the council of governors shall in general meeting appoint a public constituency or service users and carers constituency governor to be the reserve chairman of the council of governors to preside at meetings in the absence of the chairman and vice chairman or where they are both precluded from so presiding for conflict of interest or other reason.

2.5.2, any governor appointed in accordance with standing order 2.5.1 above may at any time resign from the office of reserve chairman by giving notice in writing to the secretary to the trust and the governors of the trust may thereupon appoint another reserve chairman.

2.6 Role of reserve chairman

The reserve chairman may preside at meetings of the council of governors in the following circumstances:

2.6.1, when there is a need for someone to have the authority to chair any meeting of the council governors when the chairman and vice chairman are not present
2.6.2, on those occasions when the council of governors is considering matters relating to non-executive directors, and it would be inappropriate for the chairman or vice chairman to preside
2.6.3, when the remuneration, allowances and other terms and conditions of the chairman or vice chairman (as the case may be) are being considered
2.6.4, when the appointment of the chairman is being considered, should the current chairman be a candidate for reappointment and the vice chairman is absent or otherwise precluded from presiding; or
2.6.5, on occasions when the chairman and vice chairman declare a pecuniary interest that prevents them from taking part in the consideration or discussion of a matter before the council of governors

3 Meetings of the council of governors

3.1 Calling meetings

3.1.1, save in the case of emergencies or the need to conduct urgent business, the secretary shall give at least 14 days written notice of the date and place of every meeting of the council of governors to all governors. Notice will also be published on the trust’s website.

3.1.2, the secretary shall ensure that within the meeting cycle of the council of governors, general meetings are called at appropriate times to consider matters as required by the 2006 Act and the constitution.

3.2 Admission of the public

The provisions for the admission of the public to meetings of the council of governors are detailed at paragraph 17 and annex 6 of the constitution.

3.3 Chairman of meetings

The chairman of the trust, or in his absence, the vice chairman or reserve chairman (as the case may be) is to preside at meetings of the council of governors. If the chairman is absent from a meeting temporarily on the grounds of a declared conflict of interest the vice chairman or the reserve chairman (as the case may be) shall preside.

3.4 Setting the agenda

The council of governors may determine that certain matters shall appear on every agenda for a meeting of the council of governors and shall be addressed prior to any other business being conducted.

3.5 Agenda

A governor desiring a matter to be included on an agenda shall specify the question or issue to be included in request in writing to the chairman or secretary at least 3 clear working days before notice of the meeting is given. Requests made less than 3 clear working days before the notice is given may be included on the agenda at the discretion of the chairman.

3.6 Notices of motion

A governor desiring to move or amend a motion shall send a written notice thereof at least 10 clear working days before the meeting to the chairman or secretary, who shall insert in the agenda for the meeting all notices so received subject to the notice being permissible under the appropriate regulations. This section shall not prevent any motion being moved during the meeting, without notice on any business mentioned on the agenda in accordance with standing order 3.5, subject to the chairman’s discretion.

3.7 Withdrawal of motion or amendments

A Motion or amendment once moved and seconded may be withdrawn by the proposer with the concurrence of the seconder and the consent of the chairman.

3.8 Motion to rescind a resolution

Notice of motion to amend or rescind any resolution (or the general substance of any resolution) which has been passed within the preceding 6 calendar months shall be in writing, be in accordance of standing order 3.6 and shall bear the signature of the governor who gives it and also the signature of 4 other governors. When any such motion has been disposed of by the council of governors, it shall not be competent for any governor other than the chairman to propose a motion to the same effect within 6 months, however the chairman may do so if he considers it appropriate.

3.9 Motions

The mover of a motion shall have a right of reply at the close of any discussion on the motion or any amendment thereto.

3.10 When a motion is under discussion or immediately prior to discussion it shall be open to a governor to move

3.10.1, an amendment to the motion
3.10.2, the adjournment of the discussion or the meeting
3.10.3, that the meeting proceed to the next business
3.10.4, that the motion be now put

No amendment to the motion shall be admitted if, in the opinion of the chairman of the meeting, the amendment negates the substance of the motion.

3.11 Chairman’s ruling

Statements of governors made at meetings of the council of governors shall be relevant to the matter under discussion at the material time and the decision of the chairman of the meeting on questions of order, relevancy, regularity and any other matters shall be observed at the meeting.

Save as required otherwise by law, at any meeting the person presiding shall be the final authority on the interpretation of standing orders (on which he should be advised by the chief executive).

3.12 Voting

Save as otherwise provided in the constitution and, or the 2006 Act, if the chairman so determines or if a governor requests, a question at a meeting shall be determined by a majority of the votes of the governors present and voting on the question and, in the case of any equality of votes, the person presiding shall have a casting vote.

3.13, all questions put to the vote shall, at the discretion of the person presiding, be determined by oral expression or by a show of hands. A paper ballot may also be used if a majority of the governors present so request.

3.14, if at least one-third of the governors present so request, the voting (other than by paper ballot) on any question may be recorded to show how each governor present voted or abstained.

3.15, if a governor so requests, his or her vote shall be recorded by name upon any vote (other than by paper ballot).

3.16, in no circumstances may an absent governor vote by proxy. Absence is defined as being absent at the time of the vote.

3.17 Minutes

The minutes of the proceedings of a meeting shall be drawn up and submitted for agreement at the next ensuing meeting.

3.18, no discussion shall take place upon the minutes except upon their accuracy or where the chairman considers discussion appropriate. Any amendment to the minutes shall be agreed and recorded at the next ensuing meeting.

3.19, minutes of meetings will be taken and circulated in accordance with governors’ wishes.

3.20 Suspension of standing orders

Except where this would contravene any statutory provision, the licence or any provision of the constitution, any one or more of the standing orders may be suspended at any meeting, provided that at least two-thirds of the council of governors are present, including one public governor and one staff governor, and that a majority of those present vote in favour of suspension.

3.21, a decision to suspend standing orders shall be recorded in the minutes of the meeting.

3.22, a separate record of matters discussed during the suspension of standing orders shall be made and shall be available to the governors.

3.23, no formal business may be transacted while standing orders are suspended.

3.24 Variation and amendment of standing orders

Subject to standing order 3.26, 3.27 and 3.28, these standing orders shall be amended only if:

3.24.1, the variation proposed does not contravene a statutory provision, the authorisation or the constitution; and
3.24.2, unless presented by the chairman or the chief executive, a notice of motion under standing order 3.6 has been given; and
3.24.3, at least two-thirds of the governors are present, including one public or service user and carers governor and one staff governor; and
3.24.4, no fewer than half the governors vote in favour of amendment; and
3.24.5 the amendment is made in accordance with the terms of the constitution

3.25 Record of attendance

The names of the governors present at the meeting shall be recorded in the minutes.

3.26 Quorum

No business shall be transacted at a meeting of the council of governors unless at least 20% of the council of governors are present and those present include at least one staff governor, two service users and carer governors (whether a service user or a carer) and two public governors.

3.26.1, if a meeting is not quorate within 15 minutes of the time scheduled for its commencement, it shall automatically stand adjourned for a period of 7 days and the chairman shall give or shall procure the giving of notice to all governors of the date, time and place of that adjourned meeting.

3.27, a governor who has declared a non-pecuniary interest in any matter may participate in the discussion and consideration of the matter but may not vote in respect of it. In these circumstances the governor will count towards the quorum of the meeting. If a governor has declared a pecuniary interest in any matter, the governor must leave the meeting room, and will not count towards the quorum of the meeting, during the consideration, discussion and voting on the matter. If a quorum is then not available for the discussion and, or the passing of a resolution on any matter, that matter may not be discussed further or voted upon at that meeting. Such a position shall be recorded in the minutes of the meeting. The meeting must then proceed to the next business.

3.28, subject to standing orders in relation to interests, any director or their nominated representatives shall have the right to attend meetings of the council of governors and, subject to the overall control of the chairman, to speak to any item under consideration.

4 Committees

4.1, 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 Declarations of interest and register of interest

5.1 Declaration of interests

In accordance with paragraph 20 of the constitution, governors are required to declare formally any pecuniary, personal or family interest, or any other interest which is relevant and material to the trust whether that interest is actual or potential and whether the interest is direct or indirect, in any proposed contract or other matter which is under consideration or is to be considered or is likely to be considered by the council of governors. The responsibility for declaring an interest is solely that of the governor concerned.

5.2, a governor must declare all such interests of the council of governors by completing and submitting to the secretary the declaration required by standing order 5.3 below.

5.3, such a declaration shall be made by completing and signing a form, as prescribed by the secretary from time to time, setting out any interests required to be declared in accordance with the constitution or these standing orders and delivering it to the secretary within 28 days of a governor’s election or appointment or otherwise as soon as practicable and in any event within 7 days of becoming aware of the existence of a relevant interest. The secretary shall amend the register of interests upon receipt of notification within 3 working days.

5.4, if a governor is present at a meeting of the council of governors and has an interest of any sort referred to in standing order 5.1 in any matter which is the subject of consideration, he shall at the meeting and as soon as practicable after its commencement disclose the fact and shall not vote on any question with respect to the matter and, if he has declared a pecuniary interest, he shall not take part in the consideration or discussion of the matter. The provisions of this section are subject to standing order 5.9.

5.5 Interests may include but are not to be limited to the following:

5.5.1, directorships, including non-executive directorships held in private companies or PLCs (with the exception of those of dormant companies)
5.5.2, ownership or part-ownership or directorships of private companies, businesses or consultancies likely or possibly seeking to do business with the NHS
5.5.3, majority or controlling share holdings in organisations likely or possibly seeking to do business with the NHS
5.5.4, a position of authority in a charity or voluntary organisation in the field of health and social care
5.5.5, any connection with a voluntary or other organisation contracting for or commissioning NHS services
5.5.6, any connection with an organisation, entity or company considering entering into or having entered into a financial arrangement with the trust, including but not limited to, lenders or banks
5.5.7, research funding or grants that may be received by an individual or their department; and
5.5.8, interests in pooled funds that are under separate management

5.6, any travelling or other expenses or allowances payable to a governor in accordance with this constitution shall not be treated as a pecuniary interest.

5.7, subject to any other provision of this constitution, a governor shall be treated as having indirectly a pecuniary interest in a contract, proposed contract or other matter, if:

5.7.1, he, or a nominee of his, is a director of a company or other body, not being a public body, with which the contract was made or is proposed to be made or which has a direct pecuniary interest in the other matter under consideration; or
5.7.2, he is a partner of, or is in the employment of a person with whom the contract was made or is proposed to be made or who has a direct pecuniary interest in the other matter under consideration

5.8, a governor shall not be treated as having a pecuniary interest in any contract, proposed contract or other matter by reason only:

5.8.1, of his membership of a company or other body, if he has no beneficial interest in any securities of that company or other body
5.8.2, of an interest in any company, body or person with which he is connected as mentioned in standing orders 5.3, 5.4 and 5.6 which is so remote or insignificant that it cannot reasonably be regarded as likely to influence a governor in the consideration or discussion of or in voting on, any question with respect to that contract or matter.

5.9, where a governor:

5.9.1, has an indirect pecuniary interest in a contract, proposed contract or other matter by reason only of a beneficial interest in securities of a company or other body, and
5.9.2, the total nominal value of those securities does not exceed £5,000 or one-hundredth of the total nominal value of the issued share capital of the company or body, whichever is the less, and
5.9.3, if the share capital is of more than one class, the total nominal value of shares of any one class in which he has a beneficial interest does not exceed one-hundredth of the total issued share capital of that class, the governor shall not be prohibited from taking part in the consideration or discussion of the contract or other matter or from voting on any question with respect to it, without prejudice however to his duty to disclose his interest

5.10, in the case of persons living together the interest of one partner or spouse shall, if known to the other, be deemed for the purposes of these standing orders to be also an interest of the other.

5.11, if governors have any doubt about the relevance of an interest, this should be discussed with the secretary.

5.12 Register of interests

The secretary shall record any declarations of interest made in a register of interests kept by him in accordance with paragraph 35 of the constitution. Any interest declared at a meeting shall also be recorded in the minutes of the meeting.

5.13, the register will be available for inspection by members of the public free of charge at all reasonable times. A person who requests it is to be provided with a copy or extract from the register. If the person requesting a copy or extract is not a member of the trust then a charge may be made for doing so.

6 Standards of business conduct

6.1 Policy

In relation to their conduct as governors of the trust, each governor must comply with the principles outlined in HSG(93)5, `Standards of Business Conduct for NHS staff’. In particular, the trust must be impartial and honest in the conduct of its business and its office holders and staff must remain beyond suspicion. Governors are expected to be impartial and honest in the conduct of official business.

6.2 Interest of governors in contracts

If it comes to the knowledge of a governor that a contract in which he has any pecuniary interest not being a contract to which he is himself a party, has been, or is proposed to be, entered into by the trust he shall, at once, give notice in writing to the secretary of the fact that he is interested in it. In the case of married persons or persons living together as partners, the interest of one partner shall, if known to the other, be deemed to be also the interest of that partner.

6.3, a governor shall not solicit for any person any appointment in the trust.

7 Remuneration

7.1, governors are not to receive remuneration for acting as governors of the trust.

8 Payment of expenses

8.1, the trust will pay travelling expenses to governors at rates determined by the board of directors for attendance at general meetings of the governors, or any other business authorised by the secretary as being under the auspices of the council of governors.

8.2, expenses will be authorised and reimbursed through the Secretary’s office on receipt of a completed and signed expenses form provided by the secretary.

8.3, a summary of expenses paid to governors will be published in the annual report.

9 Resolution of disputes

9.1, the council of governors and the board of directors must be committed to developing and maintaining a constructive and positive relationship. The aim at all time is to resolve any potential or actual differences of opinion quickly, through discussion and negotiation.

9.2, if the chairman cannot achieve resolution of a disagreement through informal efforts the chairman will follow the dispute resolution procedure described below. The aim is to resolve the matter at the first available opportunity and only to follow this procedure if initial action fails to achieve resolution:

9.2.1, the chairman will call a joint meeting (“resolution meeting”) of the members of the council of governors and board of directors to take place as soon as possible, but no later than 20 clear working days following the date of the request. The meeting must at least comprise two thirds of the membership of the council of governors and two thirds of the membership of the board of directors. The meeting will be held in private. The aim of the meeting will be to achieve resolution of 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
9.2.2, if a resolution meeting of the members of the council of governors and board of directors fails to resolve a conflict, the board of directors will decide the disputed matter
9.2.3, if following the formal resolution meeting, and the decision of the board of directors, the council of governors considers that implementation of the decision will result in the trust failing to comply with the licence, the council of governors will notify NHSE of the specific issue of non-compliance

9.3, the right to call a resolution meeting rests with following, in the sequence of escalation shown:

9.3.1, the chairman
9.3.2, the chief executive
9.3.3, two thirds of the members of the council of governors
9.3.4, two thirds of the members of the board of directors

10 Miscellaneous

10.1 Review of standing orders

These standing orders shall be reviewed annually by the council of governors. The requirement for review extends to all documents having the effect as if incorporated in standing orders.

10.2 Vice chairman

In relation to any matter touching or concerning the council of governors or a governor outside a meeting of the council of governors, which arises during the chairman’s absence or unavailability, at the request of the chief executive the vice chairman or in the absence or unavailability of the vice chairman the reserve chairman may exercise such power as the chairman would have in those circumstances.

10.3 Notice

Any written notice required by these standing orders shall be deemed to have been given on the day the notice was sent to the recipient and received by the person or organisation to whom it was addressed on the day after it was sent.

10.4 Confidentiality

A governor shall not disclose any matter reported to the council of governors notwithstanding that the matter has been reported or action has been concluded, if the council of governors shall resolve that it is confidential.

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

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