Constitution annex 8, standing orders, board of directors

Contents

1 Introduction

1. The trust is a public benefit corporation that was established by the granting of authorisation by NHS Improvement (now NHS England).
2. The statutory functions conferred on the trust are set out in the 2006 Act and in the trust’s licence.
3. The board of directors is also required to adopt a schedule of reservation of powers and delegation of powers. The standing orders set out the detail of these arrangements. Under the standing order relating to the arrangements for the exercise of functions by delegation (standing order 4) the trust is given powers to “make arrangements for the exercise, on behalf of the trust, of any of their functions by a committee and sub-committee, appointed by virtue of standing order 5 or by an officer of the trust, in each case subject to such restrictions and conditions as the trust thinks fit”. Delegated powers shall be covered in a separate document (“reservation of powers to the board and delegation of powers”). This document shall have effect as if incorporated into the standing orders.
4. In accordance with paragraph 31 of the constitution, the standing orders of the board of directors are set out in this annex 8.

1.1 Interpretation

5.  For convenience, and unless the context otherwise requires, the terms and expressions contained within paragraph 46 of the trust’s 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 8.

2 The board of directors

The trust has the functions conferred on it by the 2006 act and the terms of the authorisation. All business shall be conducted in the name of the trust.

All funds received in trust shall be held in the name of the trust as corporate trustee. Directors acting on behalf of the trust as a corporate trustee are acting as quasi-trustees. Accountability for charitable funds held on trust is to the charity commission and to the Secretary of State for Health. Accountability for non-charitable funds held on trust is only to NHSE.

2.1 Roles and responsibilities of directors

The board of directors is the body which exercises all the powers of the trust on its behalf, which is held to account for all the activities of the trust and which is responsible for ensuring that the trust operates properly and effectively. The board of directors is responsible for the day-to-day operational and strategic management of the trust.

The board of directors shall be primarily concerned with ensuring the financial viability of the organisation, assessing and managing business risk and holding financial and legal responsibility for the organisation. The directors are the senior management of the organisation, with the final say on all matters, including finance, policy, employer responsibilities etc. They are accountable for ensuring that the highest clinical standards are maintained.

The board of directors shall:

• 2.1.1, exercise all the powers of the trust on its behalf 2.1.2 set the vision, values and priorities of the trust in consultation with the council of governors
• 2.1.3, provide strategic leadership and direction
• 2.1.4, develop strategies and plans for the future
• 2.1.5, have oversight of operational activity ensuring targets and objectives are set and achieved, and the highest clinical standards are met
• 2.1.6, have collective responsibility for control of monies
• 2.1.7, establish sub-committees which will ensure that the board of directors effectively exercises its functions to ensure that trust objectives are met and that probity is maintained.

All decision-making will be based on principles of sound governance (corporate, clinical and research), with due discussion and diversity in debate, and with appropriate and timely documentation to support evidence based decision-making.

2.2 Composition of the board of directors

The composition of the board of directors shall be as set out in paragraph 20 of the constitution. The non-executive directors shall form over 50% of the board of directors.

2.3 Appointment of the chairman and non-executive directors

The chairman and non-executive directors shall be appointed by the council of governors in accordance with paragraph 22 of the constitution.

2.4 Terms of office of the chairman

The provisions governing the period of tenure of office of the chairman and the termination or suspension of office of the chairman are contained in paragraph 28 of the constitution.

2.5 Appointment of vice-chairman

The board of directors shall appoint a vice-chairman in accordance with paragraph 27 of the constitution.

2.6, any non-executive director so appointed may at any time resign from the office of vice-chairman by giving notice in writing to the secretary to the trust and the board of directors of the trust may thereupon appoint another vice-chairman in accordance with paragraph 23 of the constitution.

2.7, the vice–chairman may preside at meetings of the board of directors in the following circumstances:

• 2.7.1, when there is a need for someone to have the authority to chair any meeting of the board of directors when the chairman is not present; or
• 2.7.2, on occasions when the chairman declares a pecuniary interest or other interest in accordance with paragraph 32 of the constitution that prevents him from taking part in the consideration or discussion of a matter before the board of directors.

2.8 Independent directors

At least half of the board of directors, excluding the chairman, shall comprise non-executive directors determined by the board of directors to be independent. The board of directors shall appoint one of the independent non-executive directors to be the senior independent director, in consultation with the council of governors. The senior independent director shall be available to members and governors if they have concerns which contact through the normal channels of the chairman, chief executive or finance director has failed to resolve or for which such contact is inappropriate. The vice chairman may be appointed as the senior independent director, but this is not mandatory.

3 Meetings of the board of directors

3.1 Admission of the public and the press

The public and representatives of the press shall be afforded facilities to attend formal meetings of the board on a monthly basis but shall be required to withdraw upon the board resolving as follows:

• “that representatives of the press and other members of the public be excluded from the remainder of this meeting having regard to the confidential nature of the business to be transacted, publicity on which would be prejudicial to the public interest”

3.2, the chairman (or vice-chairman) shall give such directions as he thinks fit in regard to the arrangements for meetings and accommodation of the public and representatives of the press such as to ensure that the trust’s business shall be conducted without interruption and disruption and, without prejudice to the power to exclude on grounds of the confidential nature of the business to be transacted, the public will be required to withdraw upon the Board resolving as follows:

• “that in the interests of public order the meeting adjourn for (the period to be specified) to enable the board to complete business without the presence of the public”

3.3, nothing in these standing orders shall be construed as permitting the introduction by the public, or press representatives, of recording, transmitting, video or similar apparatus into meetings of the trust or committee thereof. Such permission shall be granted only upon resolution of the trust.

3.4, matters to be dealt with by the board following the exclusion of representatives of the press, and other members of the public, as provided in standing orders 3.1 and 3.2 above, shall be confidential to the directors of the board. Directors and officers or any employee of the trust in attendance shall not reveal or disclose the contents of papers marked “In confidence” or minutes headed “Items taken in private” outside of the trust, without the express permission of the trust. This prohibition shall apply equally to the content of any discussion during the board meeting which may take place on such reports or papers.

3.5 Observers at trust meetings

The trust will decide what arrangements and terms and conditions it feels are appropriate to offer in extending an invitation to observers to attend and address any of the board’s meetings and may change, alter or vary these terms and conditions as it deems fit.

3.6 Calling meetings

Ordinary meetings of the board shall be held at such times and places as the board may determine.

3.7, the chairman of the trust may call a meeting of the board at any time. If the chairman refuses to call a meeting after a requisition for that purpose, signed by at least one-third of the whole number of directors, has been presented to him, or if, without so refusing, the chairman does not call a meeting within seven days after such requisition has been presented to him at the trust’s headquarters, such one third or more directors may forthwith call a meeting.

3.8 Notice of meetings

Before each meeting of the board, a notice of the meeting, specifying the business proposed to be transacted at it, and signed by the chairman or by an officer authorised by the chairman to sign on his behalf shall be delivered to every director, or sent by post to the usual place of residence of such director, so as to be available to him at least three working days before the meeting.

3.9, want of service of the notice on any director shall not affect the validity of a meeting or any decision made thereat.

3.10, in the case of a meeting called by directors in default of the chairman, the notice shall be signed by those directors calling the meeting and no business shall be transacted at the meeting other than that specified in the notice.

3.11, agendas and available supporting papers will be sent to directors 6 working days before the meeting but will certainly be despatched no later than three clear working days before the meeting, save in an emergency. Failure to serve such a notice on more than three directors will invalidate the meeting. A notice shall be presumed to have been served one clear working day after posting. Agendas of board of directors meetings will be sent to the Council of Governors before each board meeting in accordance with the 2006 Act

3.12 Public notice

Before each monthly meeting of the board a public notice of the time and place of the meeting, and the public part of the agenda, shall be displayed at the trust’s office at least three clear working days before the meeting and on its website.

3.13 Setting the agenda

The board may determine that certain matters shall appear on every agenda for a meeting and shall be addressed prior to any other business being conducted (such matters may be identified within these standing orders or following subsequent resolution shall be listed in an appendix to the standing orders).

3.14, a director desiring a matter to be included on an agenda shall make his request in writing to the chairman at least 10 clear working days before the meeting. The request should state whether the item of business is proposed to be transacted in the presence of the public and should include appropriate supporting information. Requests made less than 10 working days before a meeting may be included on the agenda at the discretion of the chairman.

3.15 Petitions

Where a petition has been received by the trust the chairman shall include the petition as an item for the agenda of the next board meeting.

3.16 Chairman of meeting

At any meeting of the board, the chairman, if present, shall preside. If the chairman is absent from the meeting the vice chairman, if there is one and he is present, shall preside. If the chairman and vice chairman are absent such non-executive director as the directors present shall choose shall preside.

3.17, if the chairman is absent temporarily on the grounds of a declared conflict of interest, the vice chairman, if present, shall preside. If the chairman and vice-chairman are absent, or are disqualified from participating, such non-executive director as the directors present shall choose shall preside.

3.18 Notices of motion

A director 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, 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.

3.19 Emergency motions

Subject to the agreement of the chairman, a director may give written notice of an emergency motion after the issue of the notice of meeting and agenda, up to one hour before the time fixed for the meeting. The notice shall state the grounds of urgency. If in order, it shall be declared to the board at the commencement of the business of the meeting as an additional item included in the agenda. The chairman’s decision to include or exclude the item shall be final.

3.20 Contents of motions

The chairman may exclude from the debate at his discretion any such motion of which notice was not given on the notice convening the meeting other than a motion relating to:

• 3.20.1, the reception of a report
• 3.20.2, consideration of any item of business before the board
• 3.20.3, the accuracy of minutes
• 3.20.4, that the board proceed to next business
• 3.20.5, that the board adjourn
• 3.20.6, that the question be now put

3.21 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.

3.22 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 bear the signature of the director who gives it and also the signature of 4 other directors. When any such motion has been disposed of by the board, it shall not be permitted for any director other than the chairman to propose a motion to the same effect within 6 months, save that the chairman may do so if he considers it appropriate.

3.23 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.

3.24, when a motion is under discussion or immediately prior to discussion it shall be open to a director to move:

• 3.24.1, an amendment to the motion
• 3.24.2, the adjournment of the discussion or the meeting
• 3.24.3, that the meeting proceed to the next business(*)
• 3.24.4, the appointment of an ad hoc committee to deal with a specific item of business
• 3.24.5, that the motion be now put (*)
• 3.24.6, that a director be not further heard; or 3.24.7 a motion to exclude the public (including the press). (*) In the case of sub-sections denoted by (*) above, to ensure objectivity, motions may only be put by a director who has not previously taken part in the debate and who is eligible to vote

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.

3.25 Chairman’s ruling

Statements of directors made at meetings of the board 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 final.

3.26 Voting

Every question at a meeting shall be determined by a majority of the votes, of the directors present and voting on the question and, in the case of the number of votes for and against a Motion being equal, the chairman of the meeting shall have a second or casting vote.

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

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

3.29, if a director so requests, his vote shall be recorded by name upon any vote (other than by paper ballot).

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

3.31, an officer who has been appointed formally by the board to act up for an executive director during a period of incapacity or temporarily to fill an executive director vacancy, shall be entitled to exercise the voting rights of the executive director. An officer attending the board to represent an executive director during a period of incapacity or temporary absence without formal acting up status may not exercise the voting rights of the executive director. An officer’s status when attending a meeting shall be recorded in the minutes.

3.32 Minutes

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

3.33, 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 meeting.

3.34, minutes shall be circulated in accordance with directors’ wishes and as required by the 2006 Act. Where providing a record of a meeting in public the minutes shall be made available to the public as required by Code of Practice on Openness in the NHS.

3.35 Joint directors

Where the office of a director is shared jointly by more than one person:

• 3.35.1, either or both of those persons may attend or take part in meetings of the Board:
• 3.35.2, if both are present at a meeting they should cast one vote if they agree:
• 3.35.3, in the case of disagreements no vote should be cast:
• 3.35.4, the presence of either or both of those persons should count as the presence of one person for the purposes of standing order 3.43

3.36 Suspension of standing orders

Except where this would contravene any statutory provision or any guidance issued by NHSE, any one or more of the standing orders may be suspended at any meeting, provided that at least two-thirds of the board are present, including one executive director and one non-executive director and that a majority of those present vote in favour of suspension.

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

3.38, a separate record of matters discussed during the suspension of standing orders shall be made and shall be available to the chairman and to all other directors.

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

3.40, the audit committee shall review every decision to suspend standing orders.

3.41, variation and amendment of standing orders

These standing orders shall be amended only if:

• 3.41.1, a notice of motion under standing order 3.18 has been given; and
• 3.41.2, no fewer than half the total of the trust’s non-executive directors vote in favour of amendment; and
• 3.41.3, at least two-thirds of the directors are present; and
• 3.41.4, the variation proposed does not contravene a statutory provision made by the Secretary of State or any term of the trust’s authorisation; and
• 3.41.5, the amendment is made in accordance with the terms of the trust’s constitution

3.42 Record of attendance

The names of the chairman and directors present at the meeting shall be recorded in the minutes.

3.43 Quorum

No business shall be transacted at a meeting unless at least one-third of the whole number of the chairman and directors appointed, (including at least one non-executive and one executive director) are present.

3.44, an officer in attendance for an executive director but without formal acting up status may not count towards the quorum.

3.45, if the chairman or director has been disqualified from participating in the discussion on any matter and, or from voting on any resolution by reason of the declaration of a conflict of interest (see standing order 6 or 7) he shall no longer count towards the quorum. If a quorum is then not available for the discussion and, or the passing of a resolution on any matter, that matter may not be discussed further or voted upon at that meeting. Such a position shall be recorded in the minutes of the meeting. The meeting must then proceed to the next business. The above requirement for at least one executive director to form part of the quorum shall not apply where the executive directors are excluded from a meeting (for example when the board of directors considers the recommendations from the appointments and remuneration committee).

4 Arrangements for the exercise of functions by delegation

4.1, subject to the constitution and the licence the board may make arrangements for the exercise, on behalf of the board, of any of its functions:

• 4.1.1, by a committee, sub-committee appointed by virtue of standing order 5.1 or 5.2 below or by an officer of the trust; or
• 4.1.2, by another body as defined in standing order 4.5 below, in each case subject to such restrictions and conditions as the trust thinks fit

4.2 Emergency powers

The powers which the board has retained to itself may in emergency be exercised by the chief executive and the chairman after having consulted at least 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 in public session for ratification.

4.3 Delegation to committees

The board may (and where so required by this constitution shall) agree from time to time to the delegation of executive powers to be exercised by committees, or sub-committees, or joint-committees, which it has formally constituted. The constitution and terms of reference of these committees, or sub-committees, or joint committees, and their specific executive powers shall be approved by the board in respect of its sub-committees.

4.4 Delegation to officers

Those functions of the trust which have not been retained as reserved by the board or delegated to a committee or sub-committee or joint-committee shall be exercised on behalf of the trust by the chief executive. The chief executive shall determine which functions he will perform personally and shall nominate officers to undertake the remaining functions for which he will still retain an accountability to the trust.

4.5, the chief executive shall prepare a scheme of delegation identifying his proposals which shall be considered and approved by the board, subject to any amendments agreed during the discussion. The chief executive may periodically propose amendment to the scheme of delegation that shall be considered and approved by the board as indicated above.

4.6, nothing in the scheme of delegation shall impair the discharge of the direct accountability to the board of the finance director and other executive directors, to provide information and advise the board in accordance with statutory, NHSE or Department of Health and Social Care requirements. Outside these statutory requirements the finance director and other executive directors shall be accountable to the chief executive for operational matters.

4.7, the arrangements made by the board as set out in the scheme of delegation shall have effect as if incorporated in these standing orders.

4.8 Overriding standing orders

If for any reason these standing orders are not complied with, full details of the non-compliance and any justification for non-compliance and the circumstances around the non-compliance, shall be reported to the next formal meeting of the board for action or ratification. All directors and staff have a duty to disclose any non-compliance with these standing orders to the chief executive as soon as possible.

5 Committees

5.1, subject to such guidance as may be issued by NHSE, the trust may appoint committees of the trust, or together with one or more other trusts or bodies authorised to do so, appoint joint committees, consisting wholly or partly of the chairman and directors of the trust or other health service bodies or wholly of persons who are not directors or other health service bodies in question.

5.2, a committee or joint committee appointed under this section 5 may, subject to such guidance as issued by NHSE, appoint sub-committees consisting wholly or partly of directors of the committee or joint committee (whether or not they are directors of the trust); or wholly of persons who are not directors of the committee of the trust.

5.3, the standing orders of the trust, as far as they are applicable, shall apply with appropriate alteration to meetings of any committees established by the trust. In which case the term “chairman” is to be read as a reference to the chairman of the committee as the context permits, and the term “member” is to be read as a reference to a member of the committee also as the context permits (there is no requirement to hold meetings of committees, established by the trust in public).

5.4, each such committee shall have such terms of reference and powers and be subject to such conditions (as to reporting to the board), as the board shall decide and shall be in accordance with any relevant legislation and regulation as may be applicable. Such terms of reference, and powers shall have effect as if incorporated into the standing orders.

5.5, where committees are authorised to establish sub-committees they may not delegate executive powers to the sub-committee unless expressly authorised by the Board.

5.6, the board shall approve the appointments to each of the committees which it has formally constituted. Where the board determines that persons who are neither directors nor officers shall be appointed to a committee, the terms of such appointment shall be within the powers of the board. The board shall define the powers of such appointees and shall agree allowances, including reimbursement for loss of earnings, and, or expenses in accordance, where appropriate, with national guidance.

5.7, where the board is required to appoint persons to a committee and, or to undertake statutory functions, and where such appointments are to operate independently of the board, such appointment shall be made in accordance with applicable statute and regulations, and with any guidance issued by NHSE.

5.8, the committees established by the board shall include:

• 5.8.1, the Audit committee
• 5.8.2, the Remuneration committee; and
• 5.8.3 the Mental Health Act committee; and
• 5.8.4 the Charitable Funds committee; and
• 5.8.5 the Quality committee
• 5.8.6 the Finance, Digital and Estates committee;
• 5.8.7, People and Organisational Development committee; and
• 5.8.8, Public Health, Patient Involvement and Partnerships committee

6 Declarations of interest and register of interest

6.1 Declaration of interests

Pursuant to paragraph 20 of the schedule 7 of the 2006 Act, a register of directors and governors’ interests must be kept by the trust.

If a director has a 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 that interest is direct or indirect in any proposed contract or other matter which is under consideration, or is to be or is likely to be considered, by the board of directors, the director shall disclose that interest to the members of the board of directors as soon as he becomes aware of it.

6.2, interests which should be disclosed include, but are not limited to:

• 6.2.1, directorships, including non-executive directorships held in private companies or PLCs (with the exception of those of dormant companies)
• 6.2.2, ownership or part-ownership of private companies, businesses or consultancies likely or possibly seeking to do business with the NHS
• 6.2.3, majority or controlling share holdings in organisations likely or possibly seeking to do business with the NHS
• 6.2.4, a position of authority in a charity or voluntary organisation in the field of health and social care
• 6.2.5, any connection with a voluntary or other organisation contracting for NHS services
• 6.2.6, research funding or grants that may be received by an individual or their department
• 6.2.7, interests in pooled funds that are under separate management; and
• 6.2.8, 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

6.3, if directors have any doubt about the relevance of an interest, this should be discussed with the chairman.

6.4, at the time directors’ interests are declared, they should be recorded in the board minutes. Any changes in interests should be declared at the next board meeting following the change occurring.

6.5, directors’ directorships in companies likely or possibly seeking to do business with the NHS should be published in the board’s annual report. The information should be kept up to date for inclusion in succeeding annual reports.

6.6, during the course of a board meeting, if a conflict of interest is established, the director concerned may be required by the board to withdraw from the meeting and play no part in the relevant discussion or decision.

6.7 Register of interests

The chief executive will ensure that a register of Interests is established to record formally declarations of interests of directors. In particular the register will include details of all directorships and other relevant and material interests which have been declared by both executive directors and non-executive directors, as defined in standing order 6.2.

6.8, these details will be kept up to date by means of an annual review of the register in which any changes to interests declared during the preceding 12 months will be incorporated.

6.9, copies or extracts of the register can be provided to the public and members free of charge and within a reasonable time period of the request. A reasonable charge may be imposed on non-members for copies or extracts of the register.

7 Disability of chairman and directors in proceeding son account of pecuniary interest

7.1, subject to the following provisions of this standing order and notwithstanding the provisions of standing order 6.6, if the chairman or other director has any pecuniary interest, whether that interest is actual or potential or whether the interest is direct or indirect, in any contract, proposed contract or other matter or other interest within the meaning of paragraph 32 of the constitution and is present at a meeting of the trust at which the contract or other matter is the subject of consideration, he shall at the meeting and as soon as practicable after its commencement disclose the fact and shall not take part in the consideration or discussion of the contract or other matter or vote on any question with respect to it.

7.2, the board may exclude the chairman or a director from a meeting of the board while any contract, proposed contract or other matter in which he has a pecuniary interest, is under consideration.

7.3, any remuneration, compensation or allowance payable to the chairman or a director shall not be treated as a pecuniary interest for the purpose of this standing order.

7.4, for the purpose of this standing order the chairman or a director shall be treated, subject to standing order 7.5, as having indirectly a pecuniary interest in a contract, proposed contract or other matter, if:

• 7.4.1, 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
• 7.4.2, 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, and in the case of married persons living together the interest of one spouse shall, if known to the other, be deemed for the purposes of this standing order to be also an interest of the other

7.5, a person shall not be regarded as having a pecuniary interest in any contract if:

• 7.5.1, neither he or any person connected with him has any beneficial interest in the securities of a company of which he or such person appears as a director, or
• 7.5.2, any interest that he or any person connected with him may have in the contract is so remote or insignificant that it cannot reasonably be regarded as likely to influence him or her in relation to considering or voting on that contract, or
• 7.5.3, those securities of any company in which he (or any person connected with him) has a beneficial interest do not exceed £5,000 in nominal value or one per cent of the total issued share capital of the company or of the relevant class of such capital, whichever is the less provided that where standing order 7.5 above applies the person shall nevertheless be obliged to disclose or declare their interest in accordance with standing order 6.1

7.6, this standing order applies to a committee or sub-committee and to a joint committee as it applies to the trust and applies to a member of any such committee or sub-committee (whether or not he is also a director of the trust) as it applies to a director.

8 Standards of business conduct

8.1, all trust staff and Directors must comply with the national guidance contained in HSG 1993/5 “Standards of Business Conduct for NHS Staff”. This section of standing orders should be read in conjunction with this document.

8.2 Interest of officers in contracts

If it comes to the knowledge of a director or an officer of the trust 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 chief executive of the fact that he is interested therein. In the case of persons living together as partners, the interest of one partner shall, if known to the other, be deemed to be also the interest of that partner.

8.3, an officer should also declare to the chief executive any other employment or business or other relationship of his, or of a cohabiting spouse, that conflicts, or might reasonably be predicted could conflict with the interests of the trust.

The trust requires interests, employment or relationships declared, to be entered in a register of interests of staff.

8.4 Canvassing of, and recommendations by, directors in relation to appointments

Canvassing of directors of the trust or of any committee of the trust directly or indirectly for any appointment under the trust shall disqualify the candidate for such appointment. The contents of this section of standing orders shall be included in application forms or otherwise brought to the attention of candidates.

8.5, a director shall not solicit for any person any appointment under the trust or recommend any person for such appointment: but this section of this standing order shall not preclude a director from giving written testimonial of a candidate’s ability, experience or character for submission to the trust.

8.6, informal discussions regarding outside appointments panels or committees, whether solicited or unsolicited, should be declared to the panel or committee.

8.7 Relatives of directors or officers

Candidates for any staff appointment under the trust shall, when making application, disclose in writing to the trust whether they are related to any director or the holder of any office under the trust.

8.8, the chairman and every director and officer of the trust shall disclose to the chief executive any relationship between himself and a candidate of whose candidature that director or officer is aware. It shall be the duty of the chief executive to report to the board any such disclosure made.

8.9, on appointment (and prior to acceptance of an appointment in the case of officer directors), directors should disclose to the board whether they are related to any other director or holder of any office in the trust.

8.10, where the relationship to a director of the trust is disclosed, standing order 7 shall apply.

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 comprise at least 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 resolution meeting, and any 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
• 9.2.4, the right to call a resolution meeting rests with following, in the sequence of escalation shown:
  • 9.2.4.1, the chairman
  • 9.2.4.2, the chief executive
  • 9.2.4.3, two thirds or more of the members of the council of governors
  • 9.2.4.4, two thirds or more 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 board of directors. 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 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.

10.4 Confidentiality

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

Page last reviewed: November 15, 2024
Next review due: November 15, 2025

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