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Derbyshire�Community�Health�Services

Council�of�Governors

Council�of�Governors�-�September�2014

09�September�2014�-�14:00

Belper�Town�Football�Club,�Bridge�Street,�Belper,�Derbyshire.��DE56�1BA

AGENDA

48 Chairman’s�Welcome�and�Introduction�of�GovernorsOwner:�Chair

Verbal

49 Apologies�for�Absence:�Carolyn�White,�Valerie�Broom,�Jackie�Pendleton,�RayAsherOwner:�Chair

Verbal

50 Declarations�of�InterestOwner:�Chair

Verbal

51 Draft�Minutes�Meeting�June�11�2014Owner:�Chair

Paper�for�Decision

51�Minutes�Jun�11th�2014 7

52 Matters�ArisingOwner:�Chair

Verbal

53 Actions�MatrixOwner:�Chair

Paper�for�Information

53�Sep�2014�CoG�Actions�Matrix 14

54 Patient�StoryOwner:�Mary�Heritage


54�Patient�Story 16

http://www.eshareuk.com

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55 Quality�and�Governance

56 Equality�and�DiversityOwner:�Sally�Edwards

Presentation

57 Patient�Experience�ReportOwner:�Mary�Heritage


57�Patient�Experience�Report�Cover�Sheet 2057�Patient�Experience�Report�Q1 22

58 Service�Issues�UpdateOwner:�William�Jones

Presentation

58�Service�Issues�Update 5158�Cof�Gov�Services�Issues�Aug�2014 52

59 Audit�and�Assurance��CommitteeOwner:�Nigel�Smith

Presentation

59.�Audit�and�Assurance�Committee 62

60 Role�of�External�Audit�and�Council�of�Governors�-�Governance�StatementOwner:�John�Cornett


61 Trust�Secretary’s�ReportOwner:�Kirsteen�Farrar


61�Trust�Sec�Rept 7261�Appx�1�Register�of�Interests�2014�to�2015 75

62 Derbyshire�Community�Health�Services�NHS�Foundation�Trust�ConstitutionOwner:�Melanie�Curd


62�Constitution 8162�Appx�1�Constitution_Aug_20141 8362�Appx�2�Sch�7�letter�-�19�06�14 22462�Appx�3�Table�of�Changes 225

63 The�NHS�Foundation�Trust�Code�of�Governance:�Statement�Policy:Statement�on�the�Role�and�Responsibilities�of�the�Council�of�GovernorsOwner:�Melanie�Curd


63�Monitor�The�NHS�Foundation�Trust�Code�of�Govern 24063�Appx�1�Engagement�Policy 24263�Appx�2�Statement�of�the�Council�of�Governors�Ro 252


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64 Attendance�and�Involvement�of�GovernorsOwner:�Kirsteen�Farrar


64�Attendance�and�Involvement�of�Governors 259

65 Performance

66 Quality�and�Performance�ReportOwner:�Mary�Heritage


66�Quality�and�Performance�Report 26766�Appx�4�Big�9 280

67 Strategy�and�Planning

68 Chief�Executive’s�ReportOwner:�Tracy�Allen


68�Chief�Executive's�Report 281

69 Membership�Recruitment�and�Engagement�UpdateOwner:�Amanda�Rawlings


69�Membership�Recruitment�and�Engagement�Update 285

70 Concluding�Items

71 Any�Other�BusinessOwner:�Chair

Vebal

72 Council�of�Governors��-�Review�of�MeetingOwner:�Chair

Verbal�

73 Time�and�Date�of�Next�Meeting:�11�December�2014,�2.00pm�-5.00pm,�BelperTown�Football�Club,�Bridge�Street,�Belper,�DE56�1BAOwner:�Chair

Verbal

74 Key�Dates�and�Future�EventsOwner:�Kirsteen�Farrar


74�Key�Dates�and�Future�Events 292

AttendeesPrem�Singh�(PS) UnconfirmedChair


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Ray�Asher�(RA) UnconfirmedPublic�Governor�-�Amber�Valley,�Erewash�&�South�Derbyshire

Peter�Ashworth�(PAs) UnconfirmedPublic�Governor�-�Amber�Valley,�Erewash�&�South�Derbyshire

Valerie�Broom�(VBr) UnconfirmedPublic�Governor�-�Amber�Valley,�Erewash�&�South�Derbyshire

Roz�Coldicott�(RC) UnconfirmedPublic�Governor�-�Amber�Valley,�Erewash�&�South�Derbyshire

Bridget�Leech�(BL) UnconfirmedPublic�Governor�-�Amber�Valley,�Erewash�&�South�Derbyshire

Michael�John�Perry�(MP) UnconfirmedPublic�Governor�-�Amber�Valley,�Erewash�&�South�Derbyshire

Linda�Barker�(LB) UnconfirmedPublic�Governor�-�Bolsover,�Chesterfield�&�NE�Derbyshire

Lorraine�Culpin�(LC) UnconfirmedPublic�Governor�-�Bolsover,�Chesterfield�&�NE�Derbyshire

Barry�Jex�(BJ) UnconfirmedPublic�Governor�-�Bolsover,�Chesterfield�&�NE�Derbyshire

Sandra�Moody�(SM) UnconfirmedPublic�Governor�-�Bolsover,�Chesterfield�&�NE�Derbyshire

Maureen�Strelley�(MS) UnconfirmedPublic�Governor�-�Bolsover,�Chesterfield�&�NE�Derbyshire

Margaret�Slater�(MSl) UnconfirmedPublic�Governor�-�Derbyshire�Dales�&�High�Peak

Andrea�Cooke�(AC) UnconfirmedPublic�Governor�-�Derbyshire�Dales�&�High�Peak

Brenda�Greaves�(BG) UnconfirmedPublic�Governor�-�Derbyshire�Dales�&�High�Peak

Paul�Kirtley�(PK) UnconfirmedPublic�Governor�-�Derbyshire�Dales�&�High�Peak

Bernard�Thorpe�(BT) UnconfirmedPublic�Governor�–�City�of�Derby

Diana�Wood�(DW) UnconfirmedPublic�Governor�–�Rest�of�England

Sally-ann�Coope�(SC) UnconfirmedStaff�Governor�-�Nursing

Ruth�M.�Francis�(RF) UnconfirmedStaff�Governor�-�Nursing

Denise�Sanderson�(DS) UnconfirmedStaff�Governor�-�Nursing

Sara�Nash�(SN) UnconfirmedStaff�Governor�-�Other�Registered�Professionals

Emma�Meakin�(EM) UnconfirmedStaff�Governor�-�Other�Registered�Professionals

Tabitha�Jane�Crapper�(TC) UnconfirmedStaff�Governor�-�Healthcare�Support�Staff

Hazel�Lowe�(HL) UnconfirmedStaff�Governor�-�Healthcare�Support�Staff

Amanda�Smith�(ASm) UnconfirmedStaff�Governor�-�Medical�&�Dental

Gavin�Sykes�(GS) UnconfirmedStaff�Governor�–�Facilities�and�Estates

Adam�Short�(ASh) UnconfirmedStaff�Governor�–�A�and�C�and�Managers

Paul�Jones�(PJ) UnconfirmedAppointed�Governor�-�Derbyshire�County�Council

Karen�Ritchie�(KR) UnconfirmedAppointed�Governor�-�Healthwatch

Jackie�Pendleton�(JP) UnconfirmedAppointed�Governor�-�North�Derbyshire�Clinical�Commissioning�Group

In�Attendance Unconfirmed


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Tracy�Allen�(TA) UnconfirmedChief�Executive

Chris�Bentley�(CB) UnconfirmedNon-Executive�Director

Tim�Broadley�(TB) UnconfirmedDeputy�Director�of�Strategy

John�Cornett�(JCo) UnconfirmedDirector,�KPMG

Melanie�Curd�(MC) UnconfirmedDeputy�Trust�Secretary

Kirsteen�Farrar�(KF) UnconfirmedTrust�Secretary

Mary�Heritage�(MH) UnconfirmedAssistant�Director/�Professional�Lead�–�Allied�Health�Professions

Jo�Hunter�(JH) UnconfirmedDeputy�Chief�Nurse

William�Jones�(WJ) UnconfirmedDirector�of�Operations

Tony�Okotie�(TO) UnconfirmedNon-Executive�Director

Nigel�Smith�(NS) UnconfirmedNon-Executive�Director

Barry�Steans�(BS) UnconfirmedNon-Executive�Director

Rob�Steel�(RS) UnconfirmedHead�of�Communications

Barbara-Ann�Walker�(BAW) UnconfirmedNon-Executive�Director


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Index51�Minutes�Jun�11th�2014.doc..........................................................................................................7

53�Sep�2014�CoG�Actions�Matrix.doc.............................................................................................14

54�Patient�Story.doc........................................................................................................................16

57�Patient�Experience�Report�Cover�Sheet.doc............................................................................. 20

57�Patient�Experience�Report�Q1.docx...........................................................................................22

58�Service�Issues�Update.doc........................................................................................................ 51

58�Cof�Gov�Services�Issues�Aug�2014.ppt..................................................................................... 52

59.�Audit�and�Assurance�Committee.ppt........................................................................................ 62

61�Trust�Sec�Rept.doc.................................................................................................................... 72

61�Appx�1�Register�of�Interests�2014�to�2015.docx........................................................................ 75

62�Constitution.doc......................................................................................................................... 81

62�Appx�1�Constitution_Aug_20141.doc.........................................................................................83

62�Appx�2�Sch�7�letter�-�19�06�14.pdf........................................................................................... 224

62�Appx�3�Table�of�Changes.docx................................................................................................225

63�Monitor�The�NHS�Foundation�Trust�Code�of�Governance.doc................................................ 240

63�Appx�1�Engagement�Policy.doc............................................................................................... 242

63�Appx�2�Statement�of�the�Council�of�Governors�Roles�and�Re.................................................252

64�Attendance�and�Involvement�of�Governors.doc.......................................................................259

66�Quality�and�Performance�Report.docx.....................................................................................267

66�Appx�4�Big�9.pptx.....................................................................................................................280

68�Chief�Executive's�Report.doc...................................................................................................281

69�Membership�Recruitment�and�Engagement�Update.doc......................................................... 285

74�Key�Dates�and�Future�Events.doc........................................................................................... 292


Shadow Council of Governors

Minutes of the Meeting held on 11th June 2014

Postmill Centre, Market Close, South Normanton, Alfreton, DE55 2EJ

Present

Name Job title

Prem Singh PS Chair - Non-Executive Director

Ray Asher RA Public Governor - Amber Valley, Erewash & South Derbyshire

Valerie Broom VBr Public Governor - Amber Valley, Erewash & South Derbyshire

Roz Coldicott RC Public Governor - Amber Valley, Erewash & South Derbyshire

Bridget Leech BLe Public Governor - Amber Valley, Erewash & South Derbyshire

Michael John Perry MP Public Governor - Amber Valley, Erewash & South Derbyshire

Linda Barker LB Public Governor - Bolsover, Chesterfield & NE Derbyshire

Barry Jex BJ Public Governor - Bolsover, Chesterfield & NE Derbyshire

Sandra Moody SM Public Governor - Bolsover, Chesterfield & NE Derbyshire

Brenda Greaves BG Public Governor - Derbyshire Dales & High Peak

Paul Kirtley PK Public Governor - Derbyshire Dales & High Peak

Diana Wood DW Public Governor – Rest of England

Bernard James Thorpe

BT Public Governor – City of Derby

Sally-ann Coope SC Staff Governor - Nursing

Sara Nash SN Staff Governor - Other Registered Professionals

Emma Meakin EM Staff Governor - Other Registered Professionals

Tabitha Jane Crapper

TC Staff Governor - Healthcare Support Staff

Hazel Lowe HL Staff Governor - Healthcare Support Staff

Amanda Smith ASm Staff Governor - Medical & Dental

Adam Short ASh Staff Governor – A and C and Managers

Apologies

Peter Ashworth PAs Public Governor - Amber Valley, Erewash & South Derbyshire

Andrea Cooke AC Public Governor - Derbyshire Dales & High Peak

Margaret Slater Msl Public Governor - Derbyshire Dales & High Peak

Lorraine Culpin Public Governor - Bolsover, Chesterfield & NE Derbyshire

Maureen Strelley MS Public Governor - Bolsover, Chesterfield & NE

51�Minutes�Jun�11th�2014.doc

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Overall�Page�7�of�292Page�1�of�7


2

Derbyshire

Ruth M. Francis RF Staff Governor - Nursing

Denise Sanderson DS Staff Governor - Nursing

Paul Jones PJ Appointed Governor – Derbyshire County Council

Karen Ritchie KR Appointed Governor - Healthwatch

Jackie Pendleton JP Appointed Governor - North Derbyshire Clinical Commissioning Group

Apologies Not Given

Gavin Sykes GS Staff Governor – Facilities and Estates

In Attendance

Tracy Allen TA Chief Executive

Chris Bentley CB Non-Executive Director

Tim Broadley SG Deputy Director of Strategy

Kirsteen Farrar KF Trust Secretary

Mary Heritage MH Assistant Director of Quality and Professional Lead for AHPs

William Jones WJ Director of Operations

Tony Okotie TO Non-Executive Director

Amanda Rawlings AR Director of People and Organisational Effectiveness

Chris Sands CS Director of Finance, Performance and Information

David Boddy DB Corporate Governance Manager (minute taker)

Item Description Action

25/14 Chairman’s Welcome and Introduction of Governors PS welcomed the Governors.

26/14 Apologies for Absence Noted as above.

27/14 Declarations of Interest None.

28/14 Draft Minutes of the meeting held on 4 March 2014 The minutes were approved as a true reflection of the meeting.

29/14 Matters Arising 17/14 Quality and Performance Report – RA questioned whether reported pay pressures over the Winter period affected patient care. CS confirmed that savings made in non-pay budgets were in areas that did not directly relate to patient care. 20/14 Planning for 2014/15 to 2018/19 – VB commented that a further training session for Governors had taken place and that it had been excellent and much appreciated.

30/14 Actions Matrix The Actions Matrix was reviewed.

31/14 Patient Story MH presented a story that involved a patient who had an injection which led to an infection. Following the injection the patient experienced a lot of pain and


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attended a GP Walk-In Centre at Ilkeston Hospital and Queens Medical Centre. However, it was not until the patient visited the DCHS physiotherapist department and was then referred to Derby Royal Hospital that he was given antibiotics and intensive care to help successfully treat the infection, which by then was causing organ failure. MH confirmed that the findings have been shared with the GP Walk-In Centre and Queens Medical Centre and that the staff involved had been well supported. CB reported that this story and the lessons learnt had been discussed at the Quality Service Committee. The story was received for information.

32/14 Quality and Governance

33/14 Patient Experience Report MH thanked the Governors for their previous recommendations to improve the report. The June report reflected those recommendations. MH went on to present highlights from the last quarter. BT praised the compliments section. He also asked that the charts be made larger so that they could be read more easily. Following a recommendation by LB it was agreed that Governors be invited to join the new ‘Dignity in Care’ steering group which is now up and running. PS recommended that the Lessons Learnt Group connect with top experiences such as Patient Stories so that learning is embedded across the organisation. The paper was received for information.

MH

34/14 Heanor Memorial Hospital WJ updated the Council about progress since the last meeting. A further public event was held that involved DCHS, Southern Derbyshire Clinical Commissioning Group (SDCCG) and Derbyshire County Council. A commitment has been made towards a new NHS building on the site including a health centre and potentially wider outpatient services. The organisation looks forward to being involved in the formal consultation process. BG commented that it had been a very positive meeting and that the audience had been more accepting of the presentations. MP commented that confidence was starting to grow. BL confirmed that certain artefacts from the old building will be part of the new one. PS was pleased that trust and belief around the plans for the Heanor site are


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beginning to be built. WJ commented that there are plans for 50 car park spaces at ICH with an aspiration for a total of 100 car park spaces in the future. The paper was received for information.

35/14 Quality Service Committee (QSC) As part of the accountability of the Non-Executive Directors to the Council for the performance of the Board of Directors CB presented the work of QSC, which he chairs. QSC is one of the three sub-committees that are accountable to the Board. The committees are involved in how the organisation delivers its strategies and plans. The committees monitor controls, review performance and agree actions so that the Board can be assured. CB described QSC meetings as “high challenge and high support”. He highlighted areas of work that the Committee oversees such as: Patient Stories, Business and Compliance, Patient Experience, Safety, Clinical Effectiveness and Policies. The Council asked questions regarding the Committee’s involvement in reducing the number of risks across the organisation. Governors also asked about the chief achievements and challenges that the Committee has faced. CB was asked by the Council about the work that is going on around Pressure Ulcers. He said that there is particular focus on how to reduce the incidence of Pressure Ulcers in the community setting. Advice is being passed to patients at home but a lot of equipment that is provided is not being used effectively. Work is underway to see what modifications might be made so that the equipment will be accepted and used. The Council received the information provided by the presentation.

36/14 Trust Secretary’s Report KF said that as the Council had been meeting for one year it was a good time to undertake an assessment of its own performance. It was recommended that Governors consider completion of a self-assessment questionnaire. KF asked for volunteers to support this work. The Council approved the proposal. Governors were also advised that a further Planned Patient Safety Walkabout training session was scheduled for June 25th at the Postmill Centre. Governors who did not attend the first session were encouraged to join the forthcoming one. KF asked that Governors who had not provided an up to date Declaration of Interests do so as soon as possible. The report was received for information.


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5


37/14 Performance

38/14 Quality and Performance Report The Council received an overview of the Trust’s performance against our quality objectives, and regulatory performance targets. MH discussed the national Harm Free Care data base performances of Pressure Ulcers, Falls, Catheter related urinary tract infections and Venous thrombo-embolism. MH also highlighted Harm from Medication Errors, Putting Patients (and family) at the Centre of Care and Getting the Basics Right (Board and Quality Visits and Peer Review Visits). TA commented on the important work to improve Pressure Ulcer performance and that work should be focused in the right area and at the right level. CS reported on a strong set of Governance Risk ratings. CS said that KPMG, external auditors of our end of year accounts, had reported an unqualified opinion and that we provided a positive Value for Money. DCHS met the financial targets for 2013/14. EM asked if it was an imperative to achieve a Continuity of Service rating of 4. CS said that it reflected the financial health of the organisation and in the next 3 years, when there will be financial pressures, we will be in a strong position to make decisions about what we do. MP asked about delays experienced by the scanner project at Ilkeston. WJ will investigate and respond to MP. The report was received for information.

WJ

39/14 Strategy and Planning

40/14 Chief Executive’s Report TA reported information about key national and local strategic issues affecting DCHS. Care Quality Commission (CQC) Inspection. A very positive Summit took place in May with Monitor, CQC, CCG’s, Derbyshire County Council and other partners. At the meeting the Chair of the CQC inspection team was very positive about DCHS. The other stakeholders, including commissioners and County Council colleagues were also positive about DCHS. We are now awaiting an opinion from the CQC Lead regarding our readiness to let us progress forward with Monitor. Local service reconfiguration issues:

The re-opening of Spencer Ward, Buxton – TA thanked the Older People’s Mental Health staff for their hard work in managing this

Health Services in Heanor

The re-opening of Repton Health Centre -TA said that the Governors would be receiving an invitation to an Open Day

Staffing for Quality Programme. In response to a requirement for all trusts that provide inpatient care, our Chief Nurse has led a programme to publish staffing information. This has been successfully achieved and is now reported


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daily on NHS Choices. We are now working with national groups to develop tools for Community staffing levels. SN asked what work is to be done to harmonise staffing levels for therapists across the organisation. TA agreed that the ratios of therapists to patients had not yet been established and that more work was to be done across the wards to ensure equity. BT asked about the reporting where staffing levels exceed 100%. TA explained that this was a reflection of the skills mix and the acuity of patients. The information is providing challenge to certain wards regarding what level of staffing they really need. The report was received for information.

41/14

Operational Plan 2014-16 TB discussed the plan which is the practical implementation for the Trust’s long term strategy. The plan has been approved by our Board and will be refreshed each year. TB highlighted:

Our focus on working with partner organisations to achieve the key direction for Adult Services

Preparatory work to bid for services commissioned by the County Council that will be going to tender

The importance of involving our Governors in continuing dialogue through the year

ASm asked how services, other than those included in the report, are to be commissioned. TA assured her that the Contract Management Group shared her concern. TB said that work would be undertaken to have dialogue with the CCGs to build their understanding about the demand for these services. BT asked that the plan make reference services provided in Derby City. The paper was received for information.

42/14 Membership Update AR provided the update and asked the Governors:

To help build membership numbers by involving their friends and family

To become involved in work to build involvement and engagement with members. This will involve developing an engagement plan with a range of activities and a script for Governors to use. This work will link in with the Communications Team and the Patient Engagement Team. Governors who want to be involved should notify KF or DB of their interest.

PK recommended that work should also be undertaken to build a better public understanding of our brand. The paper was received for information.

AR


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43/14 Concluding Items

44/14 Any Other Business WJ explained to the Council that DCHS is working with the CCGs regarding the Clay Cross site and once more is known then the Governors will be informed.

45/14 Council of Governors - Review of Meeting The Governors agreed that the “cabaret” style layout had been a success.

46/14 Time and Date of Next Meeting: 2.00pm to 5.00pm Tuesday 9th September 2014 at Belper Town Football Club, Bridge Street, Belper, DE56 1BA

47/14 Key Dates and Future Events The key dates and future events were discussed.


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COUNCIL OF GOVERNORS - ACTIONS MATRIX

DATE: September 2014

Date/Item No:

Item/subject: Decision taken and/or Action required:

Progress: Responsible Person:

Deadline:

Outcome:

Jun 42/14 Membership Update

Develop an engagement plan with a range of activities and a script for Governors to use. Link in with Comms and the Patient Engagement Team.

Amanda Rawlings Sep 14 September Agenda Item

53�Sep�2014�CoG�Actions�Matrix

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Completed:

Date/Item No:

Item/subject: Decision taken and/or Action required:

Progress:

Responsible Person:

Deadline:

Outcome:

Mar 15/14 Trust Secretary’s Report

Executives to roll out the governor involvement plans.

Governors have joined groups and activities including:

Patient Experience and Engagement Group

Quality Visits

Dignity in Care Terms of Reference

Raising Concerns app

Measurement of Care and Compassion

Carolyn White

Sep 14 Completed

Jun 33/14 Patient Experience Report

Governors be invited to join the new ‘Dignity in Care’ steering group.

Linda Barker and Ray Asher volunteered to join the group.

Mary Heritage Sep 14 Completed

Jun 38/14 Quality and Performance Report

Investigate delays experienced by the scanner project at Ilkeston.

June: Update provided to Mike Perry

William Jones Sep 14 Completed

53�Sep�2014�CoG�Actions�Matrix

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COUNCIL OF GOVERNORS

Title of Paper: Patient Story – Antenatal Referral, Health Visiting Team

Paper for: Information

Presenter: Mary Heritage, Assistant Director of Quality and Professional Lead for Allied Health Professions

Author: Jenny Hall, Health Visitor

Date of Meeting: 9 September 2014 Agenda Item No: 54/14

No of pages incl this one: 4

Appendices:

Purpose of Paper

The purpose of the paper is to share the story of a family who worked with Children’s Community Services. The story demonstrates the excellent skills and support offered to the family by the Health Visitor in partnership with other professionals. The Health Visitor was able to overcome parent’s initial reservations about working with the team which ensured that the long term outcomes for the children were substantially improved.

Summary

The Health Visiting Service in the High Peak and Dales received an antenatal referral for a family where both parents had learning difficulties. There were also health problems in the extended family – both physical and mental health issues for maternal parents and physical issues for the paternal mother. Midwifery services made a referral to the Multi-agency Team (MAT) office to consider whether we needed to start a Common Assessment Framework (CAF) assessment. A Children’s Centre Worker had also been allocated to support the family. During the initial meetings it was apparent that the family would need support both antenatally and postnatally. This would be offered by the Support Worker from the Children's Centre, Midwifery Service and the Health Visiting team. We agreed that the named Midwife and Children Centre Worker would provide antenatal sessions to provide information about the birth, feeding options and care of the baby. The Health Visitor and Community Nursery Nurse would see the family after the baby was born. The parents were supported by both maternal parents and the paternal mother throughout the process including during all of the subsequent meetings. However, it became apparent during these meetings that both the parents and the maternal parents were not happy to have this input particularly from health. The Children’s Centre Worker and Health Visitor encouraged the family to accept the input available but they had reservations and were reluctant to do so.

54�Patient�Story.doc

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The parents had bought suitable equipment for their baby and their flat was prepared for baby’s arrival. The Community Nursery Nurse and Health Visitor arranged a meeting and the parents requested this to be at maternal parents’ home. During this contact, the parents engaged more readily and the maternal father was slightly more talkative. The maternal mother appeared indifferent and only engaged with the Health Visitor and Community Nursery Nurse to dispute the advice and information provided. The mother expressed her wish to breastfeed her baby, however maternal mother indicated that she wanted the baby to be formula fed as none of her nine grandchildren had been breastfed. It was clear that there were issues to address following the visit, including how to support and encourage breastfeeding without undermining the maternal family. There were also concerns about the maternal family’s house. It was described in the records by Health Visitor as: “The environment was observed to be very cluttered and appeared unclean. The carpet was particularly dirty with a large amount of pet hair and food particles. There was a strong odour. Mother reports she will be spending time during the day at her parents' house with the baby.” To maintain and enhance the relationship between professionals and parents we had to manage these issues sensitively. All team members would encourage breastfeeding in an appropriate and unthreatening way and we would use easy to understand literature and pictorial information. The Health Visitor felt that environment would not be suitable for an older, mobile baby but there would be time to address that in future. Mother delivered a baby boy at the Chesterfield Royal Hospital and was subsequently transferred to the local Birth Centre for enhanced support around breastfeeding and support for both parents around care of their baby. The family was offered and accepted an enhanced package of care from the Health Visitor and the Community Nursery Nurse. They offered reassurance, support and lots of positive praise and breastfeeding was successfully sustained. The maternal grandmother continued to indicate that she did not want her grandson to be breastfed; however mother was determined to do so and was supported in this by baby’s father. From their work with this family, the Health Visitor and Community Nursery Nurse identified the following positives and negatives of this story. Negatives

Initially, the baby’s father did not handle his son appropriately and wasn’t supporting the baby’s head. He did not to respond well to advice regardless of how sensitively and tactfully this was expressed. He became argumentative when we encouraged him to support the baby better and to handle the baby more appropriately. During the early months this continued to be the case and at times he would be irritated if advice was offered, for example, around unnecessary layers of baby clothing and the risks of overheating.

We have also needed to provide clear and concise guidelines about minor illnesses including the use of analgesics after immunisations. The Health Visitor liaised with the


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practice nurses who immunised the baby and they have reiterated this advice.

Family members and mother wanted to introduce solid foods at an earlier age than guidelines suggest. This was reinforced for mother by comments made by the extended family that baby needed more than breast milk

We provided regular advice and support about planning future children and contraception. The parents had decided to wait a substantial time before they had another child. However, mother conceived three months after their first baby was born and subsequently delivered a baby girl

Both parents have a lack of understanding around the developmental progress and maturity of both children but particularly their older child. Despite providing advice about constant supervision and practical measures to achieve safety around siblings, the baby sustained a minor injury caused by the older sibling

Mother continues at times to have unrealistic expectations and can be intolerant at times towards her husband

Positives

Both parents now work. Mother is permanently in employment and she has had two episodes of maternity leave and returned to work. Father works flexibly - he has remained at home to care for the children but would like to be employed on a regular basis away from the home too

The family have moved house. Firstly from a second floor flat to a first floor flat and more recently to a three bedroomed house – this has been supported on a practical level by Children Centre Worker and with letters of support from the Health Visitor and General Practitioner (GP)

Mother has breastfed both of her babies for approximately six months despite having sore nipples, second baby having a slight tongue tie and against opposition from family members

Mother would like to become a peer support volunteer with ‘Breastmates’

Father has matured swiftly and responsively to his role as a father and is now observed to be loving and warm to his children with evidence of positive attachment. He is patient and realistic in his expectations of them

He is observed to be warm and respectful to his wife and takes a lead on household chores

The family now have a very positive relationship with both the Health Visitor and Community Nursery Nurse and are keen for both professionals to be involved in conversations around their children’s progress and ask for and respond appropriately to advice given

The maternal grandfather approached the Health Visitor in a local shop recently to offer his thanks and express his gratitude for all the support and advice given to his daughter, his son in law and their children

The father felt comfortable enough to share his story with our Health Visitor of how he and his wife met, fell in love, got married….and how he never thought he would be a husband or father and how fortunate he felt.

The outcomes for both children are positive. They are developmentally progressing well and at present are being well cared for. They continue to have Children Centre Worker input.


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Recommendations

It is recommended that Council of Governors:

Note the contents of this patient story

Recognise the achievements of the staff who worked with this family

Consider the positives and negatives we identified and the good result we managed to achieve for the child and the family.


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Title of Paper: Patient Experience Report for Quarter 1


Presenter: Mary Heritage, Assistant Director of Quality and Professional Lead for Allied Health Professions

Author: Mary Heritage, Assistant Director of Quality and Professional Lead for Allied Health Professions

Date of Meeting: 9 September 2014

Agenda Item No: 57/14

Number of pages incl this one: 31

Appendices: Patient Experience Report Quarter 1: 1 April 2014 – 30 June 2014

Purpose of Paper

Attached is the Patient Experience Report for Quarter One which was presented to the August Quality Service Committee. The report covers the full range of feedback that we receive from our patients including compliments, complaints, Friends and Family Test returns and social media.. It also provides updates about the Derbyshire Dignity in Care programme and the Patient Experience and Engagement Strategy. In particular this report covers the launch of our Caring Always campaign .

Summary

The Council of Governors are asked to note:

The purpose of this report is to summarise our activity and performance during quarter one of 2014/15. This introduction gives the headlines and significant developments. The sections that follow are a more detailed analysis and the data we have used to reach our conclusions.

Complaints - while the total number of complaints at levels 2-4 rose during this quarter, it fell below the level of Quarter 4. There is a need to improve the experience of those whose complaint requires a formal investigation and response.

Friends and Family Test – the high numbers of comment cards received from all services and the high proportion of people using our services who say they are extremely likely to recommend us. Also please note some improvements in the

57�Patient�Experience�Report�C

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way that FFT data is presented. This will enable the Patient Experience Team to report our learning from feedback more effectively.

Caring Always – is our campaign to share with patients and staff what we aim will ALWAYS be the experience of using DCHS services. Caring Always links closely with the DCHS Way and with Quality Always our new Quality Assurance system. The 8 Caring Always promises have been widely publicised to staff, patients and the public during Quarter 1.

Recommendations

Council of Governors are asked to:

Receive this report

Offer the necessary challenge to the content

Comment on improvements in presentation within the report

Consider whether it is assured by the report.

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Chief Executive Tracy Allen Chair: Prem Singh

Patient Experience Report

Quarter 1: 1 April 2014 – 30 June 2014

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Contents

Overview Page

Introduction 3

Compliments and Complaints

Compliments 5

You Said We Did 6

Complaints 7

Complaints by Service April to June 2014 8

Complaints by Trends and Theme April to June 2014 9

Complaints by Level 2,3,4 by Subject April to June 2014 10

Equality monitoring feedback 11

Complainant Satisfaction Survey 12-14

Parliamentary and Health Service Ombudsman (PHSO) 15

MP Letters 16-17

Themed Feedback

Patient Opinion and NHS Choices 18-21

Friends and Family Test Results 22-26

Derbyshire Dignity Campaign 27

Patient Experience and Involvement Strategy 28

Caring Always 29


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Introduction The purpose of this report is to summarise our activity and performance during quarter one of 2014/15. This introduction gives the headlines and significant developments. The sections that follow are a more detailed analysis and the data we have used to reach our conclusions. Complaints - while the number of complaints at levels 2-4 rose during this quarter, there was a reduction compared to the number received during Quarter 4 (29 from 50; the average per quarter last year was 48). This is for two reasons. Firstly, we have reduced the number of services we provide following the transfer of Planned Care and Outpatient services in Leicestershire on 1 April. These services accounted for a significant proportion of DCHS complaints over the preceding two years. During Quarter 1, we have trialled a new way of responding to complaints and concerns aimed at early resolution wherever possible. An increase in the proportion of concerns resolved at Level 1 shows that this has had some success. The number of complaints needing full investigation and formal response is now lower. The breakdown by category of those complaints we investigated suggests that the complaints about staff attitude and communication are now more likely to be resolved informally; while those we investigate formally are mainly about aspects of clinical care. Our complainant feedback shows that we still need to improve the experience of those whose complaint requires a formal investigation and response. We have committed to work with our commissioners and the Patients Association to adopt a more rigorous approach to complaints management during this year. In addition, Internal Audit will be providing an objective view of our complaints processes during Quarter 2. The improvement of our complaints management is a priority for the Trust. It is particularly important that we make it easier for patients to make their complaint, and feedback from those who complained suggests that there is room for improvement through better communication about complaints. As part of the Caring Always campaign, we are revising our previous leaflet and we need to make sure that patients can easily access up to date information about how to give us feedback or complain. Friends and Family Test – we continue to receive very high numbers of comment cards from all services. These tell us how we can improve services as well as whether our patients would recommend our services to their family and friends. The data collected through the Friends and Family test is collated and presented each month to the Patient Experience and Engagement Group that comprises representatives from DCHS services, Governors, and lay reps. Group members challenge each other to respond to the feedback that patients provide – using the comments and suggestions in particular. Meanwhile the FFT score for the Trust remains consistently high and well above the benchmark for similar healthcare providers. We are working hard on our reporting of feedback themes so that the messages from the huge number of cards completed and returned to us can be summarised. Some charts are included in the FFT section of the report this month use new ways of illustrating key themes. Social Media The infrequent use of Patient opinion website by our patients is disappointing. We need to publicise this further with our staff and with our patients. Publicity materials are available for services to display and we will work with Communications to get this message out to more patients and offer more choice in the way feedback is provided to us. We have started to receive occasional compliments through Twitter and we will continue to share these in future reports as a new route for feedback.


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Caring Always – is our campaign to share with patients and staff what we aim will ALWAYS be the experience of using DCHS services. Caring Always links closely with the DCHS Way and with Quality Always our new Quality Assurance system. With the help of our colleagues in Communications the Caring Always promises have been widely publicised to staff, patients and the public during Quarter 1. We now need to work hard to embed the promises in our culture. Mary Heritage Assistant Director of Quality DCHS


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Compliments

“You have wonderful physiotherapy ward & staff here and I always remember that I could neither stand nor walk when I came to you, but you made all the difference”

Rowsley Ward, Newholme Hospital

“Thank you so much for all the support you gave me with struggles of breastfeeding. You went above and beyond your call of duty….11 months on and still successfully breastfeeding”

Health Visiting Team, Welbeck Rd,

Health Centre

Compliments

‘…I can only say that the care he has received is absolutely fantastic. The rehabilitation and physio has totally turned his life around. Nothing was too much trouble for any of the staff they always had time to speak to him and listen………the place was clean and had a fantastic positive atmosphere……’

Bolsover Hospital

“big thank you for the care you afforded my mother, ensuring that her dignity, cleanliness, comfort & pain management were maintained to the highest standard……”

Fenton Ward, Cavendish Hospital

“Gave me excellent care and patience and understanding especially as I am disabled. His explanations and advice about my treatment was invaluable”

Podiatry, Long Eaton Health

Centre


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They didn't give me breakfast one of the

mornings

We have now employed a housekeeper so mistakes like this should not happen. All patients are asked in advance what

meal they would prefer.

Fenton Ward, Cavendish Hospital

More staff, could do with more one to one staff

and interaction and time with staff

We are currently undertaking a recruitment campaign and interviewing for staff to bring us in line with the Staffing for Quality guidelines

Heanor Ward, Ilkeston Hospital

Food arrived on the ward but the tables

were still be set

Wards have been given guidance regarding setting tables beforehand, and ordering food to arrive at the

time when patients are expected to be able to sit down and eat

Oker Ward, Whitworth Hospital

You Said We Did


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Complaints Key

Level 1Resolved by end of next

work ing day

Level 2 None or minimal impact to the

provision of healthcare

Level 3 Potential to impact on service

provision/ delivery

Level 4 Significant issues of standards

causing lasting detriment

Complaints

Complaints (Level 2, 3 & 4) Status in Quarter 1

Upheld 2

Partially Upheld 1

Not Upheld 7

Ongoing 19

TOTAL 29

DCHS Complaints

(Levels 2, 3 and 4) in

Quarter 1 = 29

Statutory Reporting

2013/2014 Complaints Level 1 Level 2 Level 3 Level 4

Enquiries

& Other

Activity

Total

Activity

Total

Activity

Per

Quarter

Apr-13 11 13 4 0 26 54

May-13 18 10 4 0 22 54

Jun-13 10 5 5 0 12 32

Jul-13 18 8 5 0 16 47

Aug-13 11 9 3 0 22 45

Sep-13 11 14 10 0 24 59

Oct-13 10 11 6 0 26 53

Nov-13 12 11 8 0 38 69

Dec-13 6 13 3 0 20 42

Jan-14 10 12 6 0 21 49

Feb-14 20 11 4 0 26 61

Mar-14 21 15 2 0 25 63

158 132 60 0 278

Apr-14 26 4 2 0 30 62

May-14 13 5 3 0 21 42

Jun-14 28 9 6 0 24 67

67 18 11 0 75 171

2014/2015

Quarter 1 171

Totals 2014/2015

Totals 2013/2014 628

140

151

164

173

Quarter 1

Quarter 2

Quarter 3

Quarter 4


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Complaints Received by Service 2014/2015

Complaints Overview

Complaints Overview


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Complaints Trends and Themes 2014/2015

Complaints Overview


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Complaints Overview


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Equality Monitoring

During this Quarter 1 we sent out 29 surveys and we received 12 surveys back. The results for this period are below, not all questions apply to each complainant so we have omitted them from the results

Statutory Reporting

Complainant Feedback


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Complainants’ Satisfaction

We sent out 17 surveys and received 8 back during April to June 2014. The graphs below show the results of the 8 returned surveys. Please note that not all questions were applicable to each complainant so we have omitted them from the results.

Making a Complaint



4 4

When you wanted to complain, did you know how to contact the Complaints Team?

Yes

No

5

0 1

Did you find the discussion helpful?

Yes

No

N/A6

2

Were you happy with the timescale set for responding to your complaint?

Yes

No

7

1

After making your complaint were you contacted or asked to contact the Complaints Manager to discuss your complaint further?

Yes

No


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Responding to your complaint


4 0 0

3

If the response said DCHS would be taking action were these actions set out clearly?

Yes

No

No Action Necessary

Expected Action, noneidentified

3 5

Were you happy with the outcome of your complaint?

Yes

No5

3

Were you satisfied with the way the Complaints team handled your

complaint?

Yes

No

4 4

When you wanted to complain, did you know how to contact the Complaints

Team?

Yes

No

8

0

Did you understand the response?

Yes

No


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General Points

Service Improvement

Further Comments

Difficulty in finding complaints team

Repeats complaint issues

Staff close ranks and nobody cares

No comments

Clearer information about how to complain requested

Feels complaint was dismissed.


7

0 1

If you discussed your concerns with staff were they sympathetic towards you?

Yes

No

N/A

1

7

Did you worry that you may be discriminated against because you had

complained?

Yes

No

5 3

Would you be happy for us to approach you about other ways that you can work with us to

improve our services?

Yes

No


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Complaints to the Parliamentary and Health Service Ombudsman (PHSO) and MP

When we have exhausted our internal complaints process, we give everyone the option to contact the Ombudsman and ask for them to review their complaint, if they remain unhappy with our response and findings. We were contacted by the Ombudsman at the end of Quarter Four to explain that they had been investigating a complaint against the University Hospital Leicester. During this, they had identified that there was an issue raised in the complaint regarding the Imaging Service at Hinckley & District Hospital. The Imaging Service is a commissioned service. PET was unaware of this complaint until receiving this call. It was agreed for DCHS to investigate the issues raised and respond back to the Ombudsman. Following our response, the Ombudsman have advised us that they are now conducting a full investigation.

MP Enquiries We received one MP enquiry in Quarter One. The MP asked us to respond to an email from his Constituent about a health visitor's actions and attitude. The Constituent was caring for his four grandchildren, while their mother is in hospital. We wrote to the MP with an explanation and apology. The Health Visiting Service also contacted the Constituent to explain their course of action. The Constituent was happy with this response and agreed no further action required. He was now happy with the level of support being provided by all agencies involved in the family’s care.

MP Complaints

There was one MP complaint received in Quarter One. This was about confidentiality and data protection in relation to information passed on to the Constituent’s daughter by the Community Matron, without her permission. We received a further letter to tell us that the Constituent now realises that Matron was acting in her best interests. The Constituent was very complimentary about the support she has since received from the Community Matron. Our Initial investigation had identified that Matron had received consent from the patient to talk to her daughter, at that time.

Statutory Reporting


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Patient Stories

All DCHS Board and Quality Services Committee meetings start with a patient story. Other meetings also use these stories to ensure the patient is at the centre of everything we do. During Quarter Four the following stories were told

Patient Story Actions/Lessons Learned April 2014

Board – Mr C Mr C was referred to the Intermediate Care Team to be assessed for meal preparation, mobility and personal care. Mr C is profoundly deaf and his means of communication is British Sign language.

Staff are currently working with British Sign Language and signing up to their Charter

QSC – Mrs X A patient with very complex needs which required joint working between Occupational Therapy, District Nursing, Tissue Viability, Social Services and the GP to reduce the impact of her long term conditions.

It was agreed to share the story at the next joint Social Services meeting to ensure that the learning regarding this flexible approach to patient centred care are shared.

May 2014

Board – Change Day Stories As part of NHS Change Day, a pledged to share ppatient experiences

in a different way, patients were filmed (recorded onto video) accessing Podiatry services and their experience, ideas or observations about the service they received. Patients who were Filmed shared their experiences of using the service. The recordings were shared in team meetings. A number of changes made to the way the service is provided

The Board felt it was good to see technology being used in this way. The Learning the Lessons (LTL) Group will look at how we systemise the sharing of good practice and suggested identifying the top ten pieces of good practice we want to do everywhere.

QSC – A patient who had an injection which led to a serious infection and extended hospital stay contributed to the telling of a powerful story. While DCHS had provided good care, colleagues were very keen to learn from this experience and changes have been made in a number of services as a result.

The Committee discussed the challenges where patient pathways might involve different clinical teams.

Patient Opinion


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Patient Story Actions/Lessons Learned June 2014

Board – Miss X Patient Story about a lady who was an inpatient at an Acute Trust for a gynaecological procedure. Following the procedure it was expected the patient would stay in hospital for a period of two weeks for intravenous (IV) antibiotic therapy. The patient became very isolated and depressed as her partner found it very difficult to visit and so the Acute Trust approached Fenton Ward about the patient attending for IV Therapy as a day attender. This improved the patient’s physical and psychological wellbeing and allowed the patient to return to work. The service had been set up as a pilot; the feedback has been very positive and the service has been well received by staff and patients. Charitable Funds were utilised to set up the pilot but this is not a service we are currently commissioned for.

The Board discussed the benefits of the pilot and agreed if the evidence is there we need to develop a business case and providing this service county-wide.

QCS – Patient S The story that illustrated the challenges in the application of Deprivation of Liberty Safeguards (DoLS) and Mental Health assessments.

. The story prompted discussion regarding arrangements with the police for an agreed escalation process. A robust process should be built with the police and that arrangements should be Trust wide. The story would be taken to the Transformation Group for shared learning with the commissioners. Appropriate training around DoLS is very important.


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Patient Opinion and NHS Choices

Patient Opinion is a not for profit social enterprise which uses the web to carry the voices of users and carers into the heart of the health services. The aim is to make it quick, easy and safe for patients and carers to give feedback about their health care, and for health service providers and commissioners to respond and use the feedback for service improvements. NHS Choices is part of the Department of Health. The comments and responses posted on NHS Choices are transferred automatically on the Patient Opinion website. All comments from both these sites are sent directly to DCHS as soon as they are received. The graph below shows all the activity of both websites between April 2014 and June 2014.

Patient Opinion


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This is an example of a NHS Choices negative posting

Patient Opinion

NHS Choices


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Patient Opinion


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An example of how DCHS has had feedback through social media regarding patient experience this quarter. We expect this route to be an important one in the future.

Patient Opinion

Patient Opinion


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The Friends and Family Test The Friends and Family test is part of an initiative known as “The Patient Revolution” designed to improve patient experience. It is a comparable test, which can identify both good and bad performance. It encourages us to make improvements where services do not live up to patients expectations. We ask the question: “How likely are you to recommend our services to friends and family if they needed similar care or treatment?” and there is a scale from 1-6 on which to rate the service they received (1 is the most likely to recommend and 5 is the least likely to recommend, 6 is don’t know). We then calculate a score from this. The higher the score, the more likely patients are to recommend DCHS’ services. An example of the card that we introduced in April 2013 that we use to ask the question is below:

Friends and Family Test


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Quarter One Friends and Family Test (FFT) Results and Return April 2013 - June 2014


-100

-80

-60

-40

-20

0

20

40

60

80

100

Ap

r-1

3

May

-13

Jun

-13

Jul-

13

Au

g-1

3

Sep

-13

Oct

-13

No

v-1

3

De

c-1

3

Jan

-14

Feb

-14

Mar

-14

Ap

r-1

4

May

-14

Jun

-14

Ne

t P

rom

ote

r Sc

ore

Month/Year

Friends & Family Test Score April 2013 to June 2014

DCHS Data (Leicestershire includedfrom 1 April 13 to March 14)


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This graph shows the total number of returned FFT cards for Quarter 1 and how likely they were to recommend our services.



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This graph show the positive themes which have been received for Quarter 1, a total of 5304 themes identified.



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This graph show year to date suggested improvement themes for Quarter 1, which at total of 241 were identified.



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The Derbyshire Dignity Campaign

Dignity in Care

Dignity and respect is the foundation for all health and social care services and needs to be the business of everyone involved at every level.

The purpose of the Derbyshire Dignity campaign is to encourage practical changes, which improve the experiences of people who use health

and social care services.

Bronze and Silver Standard Awards

The Derbyshire Dignity Campaign has been running since 2011 there have already been a considerable number of establishments and

organisations who have achieved this award. We launched the Silver Award was launched in March 2013. We now have an internal group

that coordinates Dignity in Care in DCHS.

During Quarter 1, 3 services were awarded the Bronze Standard and 1 service gained their Silver Award.

We also have 21 services working towards their Bronze Standard Award and 7 services working towards their Silver Award.

56 3


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Patient Experience and Involvement Strategy

Patient Experience Strategy

The Trust agreed a Patient Experience and Involvement Strategy in 2013 that we will deliver through an ambitious action plan to guide our work during this year. The Patient Experience and Engagement Group receive an update each month. Areas we have either completed or where we have made considerable progress this quarter are:

The public launch of our Caring Always Campaign in June. We have made to 8 promises to our patients about their experience of using our services.

Providing training to Board members and Governors as part of our new Quality visits. Using the 8 Caring Always Promises as prompts, the views of patients about our services will be an important part of our Quality Assurance systems.

Identifying potential for new patient groups and agreeing with services how we will establish these. We are aiming for 10 groups by the end of March 2015.

Compiled by

Lisa Hallam Patient Support Officer

Compiled by

David Brewin Head of Patient and Family

Centred Care


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Title of Paper: Service Issues Update


Presenter: William Jones, Director of Operations

Author: William Jones, Director of Operations




Appendices: Powerpoint presentation: Service issues update

Purpose of Paper

To provide an update to Council of Governors on service development and change issues taking place across the Trust.

Summary

This update covers the most significant issues. (There will be other issues that Governors can make enquiries about. Further detail will be provided as part of the presentation.)

Recommendations

Council of Governors are asked to receive the update.

58�Service�Issues�Update.doc

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Council of Governors

Service Issues Update

William Jones

Director of Operations

58�Cof�Gov�Services�Issues�Aug

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1. Heanor

2. Belper

3. North and Hardwick CCG’s:

a) Integrated Care

b) Clay Cross

4. Ilkeston MIU

5. Walton Hospital

6. DCC Community Care Centres

7. DCC Tenders


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1. Heanor

- Consultation commenced

- Capital Planning started

- Repatriation from Ilkeston

- Memorials logged

- Security of site


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2. Belper

- Staff and public meetings delayed

- SDCCG, DCC and DCHS planning

- Negotiations for site continue

- Business case to be developed

- Subject to public consultation


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3. North and Hardwick CCG’s

- Unit of Planning

- 5 Year Plan

- Integrated Care

- 8 Hubs proposed

- Integrated Community Teams (ICT’s)

- Subject to public consultation


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4. Clay Cross Hospital

- Staff meeting

- M.P. meeting

- Public meeting 18 July

- No decisions

- Subject to public consultation HCCG


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5. Ilkeston MIU

- Royal College of Paediatrics Review

- Buxton, Ripley and Whitworth 8am – 10 pm

- Erewash CCG review completed

- DofH Challenge Fund:

- Nursing Homes

- Primary Care Services ICH and Long

Eaton

- Visiting Service

- Changes October


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6. Walton Hospital

- Health Promotion Services in

- ARC and Physio Tender Review

- 84 Whitecotes Lane purchase

- Planning for Site Development

- Derwent Ward NDCCG Consultation


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7. DCC Community Care Centres

- Clay Cross

- Darley Dale

- Heanor

- Buxton

- Belper


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8. Tenders

• Integrated Wellbeing Service (County) August

• Contraception and Sexual Health (+ City)

September

• Childrens (+ City) September/October

• Vaccination and Immunisation (County + City)

August

- Leicestershire Dental – extended

- Diabetes with RDHFT

- Older People – East Staffs and North Notts


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1

Audit and Assurance Committee


9th September 2014

Nigel Smith,

Non-Executive Director

59.�Audit�and�Assurance�Commit

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2

AREAS TO BE COVERED

• Overview

• Why do we have an Audit Committee

• Internal Control and Risk Management

• Internal Audit

• External Audit

• Counter Fraud

• Future Role of the Committee

2 59.�Audit�and�Assurance�Commit

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3

OVERVIEW

• Senior Board Committee

• Statutory Committee

• Consists of solely Non Executive Directors

• Trust officers, External and Internal

auditors are attendees

• Meets on a quarterly basis


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4

WHY DO WE HAVE AN AUDIT

COMMITTEE?

The Audit Committee Handbook states:

• “The existence of an independent audit

committee is a central means by which the

Board ensures effective internal control

arrangements are in place”

• “the audit committee provides a form of

independent check on the executive arm of the

board”


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5

INTERNAL CONTROL AND RISK

MANAGEMENT

The Audit Committee reviews:

• Compliance against the AC handbook (best

practice)

• The system of internal control

• The Board Assurance Framework and hold

executives to account

• Self certifications in advance of Board

• Compliance with governance arrangements

• The robustness of data quality


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6

INTERNAL AUDIT

The Audit Committee:

• Approves the internal audit plan, ensuring the

plan covers key risk areas

• Receives quarterly updates on progress with the

plan,

• Receives quarterly updates on the progress

made by management in implementing agreed

recommendations

• Receives the Head of Internal Audit opinion to

inform the completion of the Annual Governance

Statement


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7

EXTERNAL AUDIT


• Approves the external audit plan

• Approves the audit fee

• Receives the annual governance report from the

auditors on the financial accounts

• Receives the auditors report on the Quality

Account

• Makes recommendations to the Board on the

Financial Accounts, Quality Account and Annual

Report


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8

COUNTER FRAUD


• Approves the Counter Fraud workplan

• Receives regular updates on progress against

the workplan

• Receives updates on counter fraud cases and

actions taken

• Receives assurance on compliance with

Secretary of State requirements for countering

fraud


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9

FUTURE ROLE OF THE COMMITTEE

When FT status achieved:

• Abide by the recommendations in Monitor’s

Code of Governance

• Abide by the Audit Code for Foundation Trusts

• Make recommendations to the Council of

Governors on:

Appointment, re-appointment or removal of the

external auditor

The approval of remuneration and terms of

engagement of the external auditor


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10

QUESTIONS


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Title of Paper: Trust Secretary Report

Paper for: Information and Decision

Presenter: Kirsteen Farrar, Trust Secretary

Author: Kirsteen Farrar, Trust Secretary David Boddy, Corporate Governance Manager



Appendices: Appendix 1 Register of Interests

Purpose of Paper

The purpose of this paper is to provide information to the Governors about matters affecting the Council over the last quarter.

Summary

Council of Governors Meeting Self-Assessment At the June Council of Governors meeting it was agreed that it would be appropriate to evaluate the effectiveness of the Council of Governors meetings This will also give us the opportunity to consider how we can make improvements to the meetings and help Governors to contribute further. A small group of Governors has been involved in devising a questionnaire. The aim is to have it completed by the end of October and the results and any improvement action plan will then be shared with the Council at the December meeting. Terms of Reference The Council’s Terms of Reference are due for annual review. Potentially, there may be some recommendations that come from the self-assessment exercise for changes to the Terms of Reference. It is therefore recommended that the Council agree to review the Terms of Reference meeting in December. Register of Interests Governors must declare any actual or potential interests that they have which are relevant and material to the Trust’s business. A Register of Governor’s Interests is held by the Trust. All Governors have completed a new Declaration of Interests and the updated Register is attached in Appendix 1.

61�Trust�Sec�Rept.doc

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Governor Participation June 2014 to August 2014 Governors have volunteered or participated in a range of activities in the past three months. These have included:

Events and Activities

June - August

Governors who have participated in Quality Visits: Hospital visits: Adam Short, Roz Coldicott, Andrea Cooke, Mike Perry, Paul Kirtley, Lorraine Culpin Community visits: Denise Sanderson, Roz Coldicott, Mike Perry

June Staff Forum Staff Governors attended a Staff Forum meeting.

June- August

Governor Involvement Plans Governors have volunteered to become involved in the following activities, groups and meetings:

Patient Experience and Engagement Group

Non-Clinical Environment Audit

Dignity in Care Group

Membership Engagement Group

Equality, Diversity and Inclusion Leadership Forum

Access to Buildings and Services Group

Environment Group

Raising Concerns app

Measurement of Care and Compassion

June Repton Health Centre Open Day – Paul Kirtley, Bernard Thorpe, Roz Coldicott

June Amendments made to the Constitution – Peter Ashworth, Mike Perry, Bernard Thorpe

July Free Health Education Centre in Belper - Linda Barker, Sandra Moody

August Heanor Memorial Hospital Governors attended a staff engagement meeting on August 4th that was hosted by DCHS and Southern Derbyshire Clinical Commissioning Group.

Governor Training and Development In June and September, Mary Heritage provided a Planned Patient Safety Walkabout training session for Governors and members of the Board. This supports Governors to be involved in planned visits to our wards and community services to talk to patients about the care they receive. Annual General Meeting Governors are invited to attend the DCHS Annual General meeting which will be held on 25th September at Alfreton Hall, Church Street, Alfreton, Derbyshire DE55 7AH. Registration and Refreshments will be available from 1.00pm and the meeting will commence at 1.30pm. Communications with Governors In order to develop our communication channels with Governors, all DCHS Board level sub-committees, namely Quality Service Committee/Quality People Committee/Quality Business Committee will now include a standing agenda item at the end of each meeting as an opportunity to reflect on the business discussed and highlight issues that should be included in the


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Governors Newsletter.

Recommendations

Governors are asked to agree to review the Terms of Reference at the December Council meeting.


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DECLARATION OF INTERESTS FOR THE COUNCIL OF GOVERNORS 2014-15

1

NAME GOVERNOR TITLE DATE DECLARED

INTERESTS TO DECLARE CHANGES MADE DURING THE YEAR

Date Change made

Public Governors

Ray Asher Public Governor - Amber Valley, Erewash & South Derbyshire

10 May 2014 None

Peter Ashworth

Public Governor - Amber Valley, Erewash & South Derbyshire

11 May 2014 Trustee of Amber Valley CVS Member of DCHS Wheelchair Service User Forum

Linda Barker Public Governor - Bolsover, Chesterfield & NE Derbyshire

7 May 2014 Son works as DCHS Community Staff Nurse

Valerie Broom


16 May 2014 Trustee – Amber Trust Member, Crich Patient Participation Group

Rosaline Coldicott

Public Governor -Amber Valley, Erewash & South Derbyshire

10 May 2014 None

61�Appx�1�Register�of�Interest

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2



Andrea Cooke

Public Governor - Derbyshire Dales & High Peak

15 May 2014 None

Ann Lorraine Culpin

Public Governor - Bolsover, Chesterfield & NE Derbyshire

4 June 2014 None

Brenda Greaves

Public Governor - Derbyshire Dales & High Peak

11 May 2014 Partner in “First Healthcare”, Stoneleigh, Borrowash, Derby Member of “First Provider” at Stoneleigh, Borrowash, Derby

Barry Jex Public Governor - Bolsover, Chesterfield & NE Derbyshire

9 May 2014 None

Paul Kirtley Public Governor - Derbyshire Dales & High Peak

10 May 2014 None

Anne Bridget Leech

Amber Valley, Erewash & South Derbyshire

27 May 2014 None


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3



Sandra Moody


22 May 2014 None

Michael John Perry


28 May 2014 Ilkeston Community Hospital League of Friends President/Member

Margaret Slater

Derbyshire Dales & High Peak

27 May 2014 None

Maureen Strelley


10 May 2014 None

Bernard James Thorpe

Public Governor – City of Derby

18 May 2014 None

Diana Wood Public Governor – Rest of England

11 June 2014 GP Health Services

Staff Governors

Sally-Ann Coope

Staff Governor - Nursing

19 May 2014 None


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Staff Governor – Healthcare Support Staff

28 May 2014 Part-time Healthcare Assistant for Derbyshire Health United

Ruth M Francis


9 May 2014 None

Hazel Lowe Staff Governor – Healthcare Support Staff

14 May 2014 None

Adam Short Staff Governor - A&C & Managers

8 May 2014 None

Emma Meakin

Staff Governor – Other Registered Professionals

12 May 2014 None

Sara Nash Staff Governor – Other Registered Professionals

10 July 2014 None

Denise Sanderson


10 May 2014 None

Amanda Smith

Staff Governor – Medical and Dental

11 June 2014 Seconded to Sheffield H&SCI 1 day per week


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Gavin Sykes Staff Governor – Facilities and Estates

9 July 2014 None

Appointed Governors

Karen Ritchie Appointed Governor Healthwatch

1st August 2014

Chief Executive of Healthwatch Derbyshire

Jackie Pendleton

Appointed Governor – North Derbyshire CCG

May 2013 Non-Director Member of Primary Care Commissioning(non remunerated) – National Social Enterprise

Paul Jones Appointed Governor – Derbyshire County Council

13 June 2014 Member of: Amber Valley partnership, D2 Joint Committee for Economic Prosperity, Derby & Derbyshire Strategic Leadership Forum, Derwent Valley Mills Partnership, Derwent Valley trust Consultative Committee, East Midlands Councils, Local Government Association, Derbyshire Partnership Forum, Amber Valley Borough Council, Heanor & Loscoe Town Council, Eastern Wards Regeneration


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Group, Co-operative Society, Labour Party, Heanor Labour Club, Association of Labour Councillors, Member Derby Royal Hospitals, No to Closing Heanor Group, Heanor Youth Activities group, UNISON, Derbyshire County Council, Heanor & Langley Mill Children’s Centre Advisory Group, Lodge House Extension Liaison Committee


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Title of Paper: Derbyshire Community Health Services NHS Foundation Trust Constitution


Presenter: Melanie Curd, Deputy Trust Secretary

Author: Melanie Curd, Deputy Trust Secretary



Appendices:

Appendix 1 – Constitution

Appendix 2 – Letter from Browne Jacobson

Appendix 3 – Table of Amendments

Purpose of Paper

The purpose of the paper is to present the amendments to the Constitution to the Council of

Governors for their approval.

Summary

The Constitution (Appendix 1) is a key document for NHS Foundation Trusts which sets out how

the organisation will operate. The Board has been involved in the development of the

Constitution since February 2012.

The Constitution is one of the documents which is reviewed by Monitor as part of our Community

Foundation Trust application. This was done in May 2013 and subject to some minor

amendments, Monitor confirmed they were happy with it. This then became the final document.

Since then there have been a number of legislative changes and Monitor have updated their

Code of Governance. In addition, in readiness for Phase 2 of the Monitor assessment we sought

an external legal view to ensure the Constitution was still compliant with Schedule 7 of The NHS

Act. The Solicitors suggested a number of changes to update legislative references and also to

strengthen compliance with the Code of Governance. They confirmed compliance with Schedule

7 and their letter is attached at Appendix 2.

An invitation was sent out to Governors to form a small working group to look at the suggested

changes. Mike Perry, Bernard Thorpe and Peter Ashworth met with the Deputy Trust Secretary in

June 2014 and the agreed changes are now presented in this document.

62�Constitution.doc

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For ease, the amendments are highlighted in the Constitution in red and at Appendix 3 there is a

table providing a summary of the amendments.

One of the biggest changes, which strengthen our compliance with the Code of Governance, is to

have a separate Engagement Policy and a Statement detailing the roles and responsibilities of

the Council of Governors – these are separate papers on the agenda today for the Council of

Governors comments.

Recommendations

The Council of Governors is asked to approve the amendments to the Constitution.

62�Constitution.doc

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DRAFT Derbyshire Community Health Services NHS

Foundation Trust Constitution

(contains Health and Social Care Act 2012 updates that are

expected to be in force at the trust’s authorisation date)

Version Control Box Version Number Date Amendment 1 December 2011 3 July 2012 4 October 2012 Updated as per the Health and Social

Care Act 2012 5 February 2013 Updated to reflect provisions of the

H&SCA 2012 likely to be in force as at expected authorisation date

6 May 2013 Updated to reflect comments by Monitor

7 September 2014 Updated to reflect legislative and Code of Governance changes

62�Appx�1�Constitution_Aug_201

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Derbyshire Community Health Services NHS Foundation Trust Constitution

-------------------------------- TABLE OF CONTENTS --------------------------------

Paragraph 1. Interpretation and definitions ................................................................................ 5

2. Name ................................................................................................................... 5

3. Principal purpose ................................................................................................. 5

4. Powers ................................................................................................................. 6

5. Membership and constituencies ........................................................................... 6

6. Application for membership .................................................................................. 6

7. Public Constituency.............................................................................................. 6

8. Staff Constituency ................................................................................................ 6

9. Automatic membership by default – staff ............................................................. 7

10. Restriction on membership ............................................................................... 7

11. Annual Members’ Meeting ................................................................................ 8

12. Council of Governors – composition ................................................................. 8

13. Council of Governors – election of governors ................................................... 8

14. Council of Governors - tenure ........................................................................... 9

15. Council of Governors – disqualification and removal ........................................ 9

16. Council of Governors – duties of governors .................................................... 10

17. Council of Governors – meetings of governors ............................................... 10

18. Council of Governors – standing orders ......................................................... 10

19. Council of Governors – referral to the Panel ................................................... 10

20. Council of Governors - conflicts of interest of governors ................................ 11

21. Council of Governors – travel expenses ......................................................... 11

22. Council of Governors – further provisions ....................................................... 11

23. Board of Directors – composition .................................................................... 11

24. Board of Directors – general duty ................................................................... 12

25. Board of Directors – qualification for appointment as a non-executive director12

26. Board of Directors – appointment and removal of chairman and other non-executive

directors .................................................................................................................... 12


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27. Board of Directors – appointment of initial chairman and initial other non-executive

directors .................................................................................................................... 12

28. Board of Directors – appointment of Vice Chairman ....................................... 13

29. Board of Directors - appointment and removal of the Chief Executive and other

executive directors .................................................................................................... 13

30. Board of Directors – appointment and removal of initial Chief Executive ........ 13

31. Board of Directors – disqualification ............................................................... 13

32. Board of Directors – meetings ........................................................................ 14

33. Board of Directors – standing orders .............................................................. 14

34. Board of Directors - conflicts of interest of directors ....................................... 14

35. Board of Directors – remuneration and terms of office ................................... 15

36. Registers......................................................................................................... 16

37. Further provisions about the registers ............................................................ 16

38. Registers – inspection and copies .................................................................. 16

39. Documents available for public inspection ...................................................... 17

40. Auditor ............................................................................................................ 18

41. Audit committee .............................................................................................. 18

42. Accounts ......................................................................................................... 18

43. Annual report, forward plans and non-NHS work ............................................ 18

44. Presentation of the annual accounts and reports to the governors and members

19

45. Instruments ..................................................................................................... 20

46. Amendment of the constitution ....................................................................... 20

47. Mergers etc. and significant transactions ........................................................ 21

ANNEX 1 – THE PUBLIC CONSTITUENCIES ......................................................... 22

ANNEX 2 – THE STAFF CONSTITUENCY.............................................................. 23

ANNEX 3 – COMPOSITION OF COUNCIL OF GOVERNORS ................................ 24

ANNEX 4 –THE MODEL ELECTION RULES ........................................................... 25

ANNEX 5 – ADDITIONAL PROVISIONS – COUNCIL OF GOVERNORS ............... 75

ANNEX 6 – STANDING ORDERS FOR THE PRACTICE AND PROCEDURE OF THE

COUNCIL OF GOVERNORS ................................................................................... 84

ANNEX 7 – STANDING ORDERS FOR THE PRACTICE AND PROCEDURE OF THE

BOARD OF DIRECTORS ....................................................................................... 102

ANNEX 8 - FURTHER PROVISIONS ..................................................................... 128

ANNEX 9 – ANNUAL MEMBERS MEETING ......................................................... 140


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1. Interpretation and definitions

Unless otherwise stated, words or expressions contained in this constitution shall bear the same meaning as in the National Health Service Act 2006, as amended by the Health and Social Care Act 2012;

Words importing the masculine gender only shall include the feminine gender;

Words importing the singular shall import the plural and vice-versa;

the 2006 Act is the National Health Service Act 2006;

the 2012 Act is the Health and Social Care Act 2012;

the Accounting Officer is the person who from time to time discharges the functions specified in paragraph 25(5) of Schedule 7 to the 2006 Act;

Annual Members Meeting is defined in paragraph 11 of the constitution;

constitution means this constitution and all annexes to it;

Monitor is the body corporate known as Monitor, as provided by Section 61 of the 2012 Act;

NHS Foundation Trust Code of Governance means the NHS Foundation Trust Code of Governance (December 2013) which is issued by Monitor (as updated or replaced).

2. Name

The name of the foundation trust is Derbyshire Community Health Services NHS Foundation Trust (the trust).

3. Principal purpose

3.1 The principal purpose of the trust is the provision of goods and services for the purposes of the health service in England.

3.2 The trust does not fulfil its principal purpose unless, in each financial year, its total income from the provision of goods and services for the purposes of the health service in England is greater than its total income from the provision of goods and services for any other purposes.

3.3 The 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


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3.3.2 the promotion and protection of public health.

3.4 The trust may also carry on activities other than those mentioned in the above paragraph for the purpose of making additional income available in order better to carry on its principal purpose.

4. Powers

4.1 The powers of the trust are set out in the 2006 Act.

4.2 All the powers of the trust shall be exercised by the Board of Directors on behalf of the trust.

4.3 Subject to any restrictions on the delegation of functions under the Mental Health Act 1983, any of these powers may be delegated to a committee of directors or to an executive director.

5. Membership and constituencies

The trust shall have members, each of whom shall be a member of one of the following constituencies:

5.1 a public constituency

5.2 a staff constituency

6. Application for membership

An individual who is eligible to become a member of the trust may do so on application to the trust.

7. Public Constituency

7.1 An individual who lives in an area specified in Annex 1 as an area for a public constituency may, subject to paragraph 10 below and Annex 8, become or continue as a member of the trust.

7.2 Those individuals who live in an area specified for a public constituency are referred to collectively as the Public Constituency.

7.3 The minimum number of members in each Public Constituency is specified in Annex 1.

8. Staff Constituency

8.1 An individual who is employed by the trust under a contract of employment with the trust may, subject to paragraph 10 below and Annex 8, become or continue as a member of the trust provided:


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8.1.1 he is employed by the 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 trust under a contract of employment for at least 12 months.

8.2 Individuals who exercise functions for the purposes of the trust, otherwise than under a contract of employment with the trust, may (subject to Annex 8) become or continue as members of the staff constituency provided such individuals have exercised these functions continuously for a period of at least 12 months.

8.3 Those individuals who are eligible for membership of the trust by reason of the previous provisions are referred to collectively as the Staff Constituency.

8.4 The Staff Constituency shall be divided into 6 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 For the avoidance of doubt, the chairman and other non-executive directors are not eligible to be members of the Staff Constituency.

9. Automatic membership by default – staff

9.1 An individual who is:

9.1.1 eligible to become a member of the Staff Constituency, and

9.1.2 invited by the 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 trust as a member of the Staff Constituency and appropriate class within the Staff Constituency without an application being made, unless he/she informs the trust that he/she does not wish to do so.

10. Restriction on membership

10.1 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.


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10.2 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.

10.3 An individual must be at least 12 years old to become a member of the trust.

10.4 Further provisions as to the circumstances in which an individual may not become or continue as a member of the trust are set out in Annex 8 – Further Provisions.

11. Annual Members’ Meeting

11.1 The Trust shall hold an annual meeting of its members (“Annual Members’ Meeting”). The Annual Members’ Meeting shall be open to members of the public.

11.2 Further provisions about the Annual Members’ Meeting are set out in Annex 9 – Annual Members’ Meeting.

12. Council of Governors – composition

12.1 The trust is to have a Council of Governors, which shall comprise both elected and appointed governors.

12.2 The composition of the Council of Governors is specified in Annex 3.

12.3 The members of the Council of Governors, other than the appointed members, 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.

13. Council of Governors – election of governors

13.1 Elections for elected members of the Council of Governors shall be conducted in accordance with the Model Election Rules.

13.2 The Model Election Rules as published from time to time by the Department of Health form part of this constitution. The Model Election Rules current at the date of the trust’s Authorisation are attached at Annex 4.

13.3 A subsequent variation of the Model Election Rules by the Department of Health shall not constitute a variation of the terms of this constitution for the purposes of paragraph 46 of the constitution (amendment of the constitution).

13.4 An election, if contested, shall be by secret ballot.


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14. Council of Governors - tenure

14.1 An elected governor may hold office for a term(s) of up to 3 years per term and shall be eligible for re-election at the end of his/her first term (but not any subsequent term).

14.2 An elected governor shall cease to hold office if he/she ceases to be a member of the constituency or class by which he/she was elected.

14.3 An appointed governor may hold office for a term(s) of up to 3 years per term and shall be eligible for re-appointment at the end of his/her first term (but not any subsequent term).

14.4 An appointed governor shall cease to hold office if the appointing organisation withdraws its sponsorship of him/her.

15. Council of Governors – disqualification and removal

15.1 The following may not become or continue as a member of the Council of Governors:

15.1.1 a person who has been adjudged bankrupt or whose estate has been sequestrated and (in either case) has not been discharged;

15.1.2 a person in relation to whom a moratorium period under a debt

relief order applies (under Part 7A of the Insolvency Act 1986);

15.1.3 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;

15.1.4 a person who within the preceding five years has been convicted in the British Islands 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/her.

15.2 Governors must be at least 16 years of age at the date they are nominated for election or appointment.

15.3 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.

15.4 Annex 5 also contains provision for the removal of members of the Council of Governors.


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16. Council of Governors – duties of governors

16.1 The general duties of the Council of Governors are –

16.1.1 to hold the non-executive directors individually and collectively to account for the performance of the Board of Directors, and

16.1.2 to represent the interests of the members of the trust as a whole and the interests of the public.

16.2 The Trust must take steps to secure that the governors are equipped with the skills and knowledge they require in their capacity as such.

17. Council of Governors – meetings of governors

17.1 The Chairman of the trust (i.e. the Chairman of the Board of Directors, appointed in accordance with the provisions of paragraph 26.1 or paragraph 27.1 below) or, in his absence, the Vice Chairman (appointed in accordance with the provisions of paragraph 28 below), shall preside at meetings of the Council of Governors.

17.2 Meetings of the Council of Governors shall be open to members of the public. Members of the public may be excluded from a meeting for special reasons.

17.3 For the purposes of obtaining information about the trust’s performance of its functions or the directors’ performance of their duties (and deciding whether to propose a vote on the Trust’s or directors’ performance), the Council of Governors may require one or more of the directors to attend a meeting.

18. Council of Governors – standing orders

The standing orders for the practice and procedure of the Council of Governors are attached at Annex 6.

19. Council of Governors – referral to the Panel

19.1 In this paragraph, the Panel means a panel of persons appointed by Monitor to which a governor of an NHS foundation trust may refer a question as to whether the trust has failed or is failing—

19.1.1 to act in accordance with its constitution, or

19.1.2 to act in accordance with provision made by or under Chapter 5 of the 2006 Act.

19.2 Subject to paragraph 19.3 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.


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19.3 Where practicable, the Council of Governors shall consult the Board of Directors prior to voting to approve a referral in accordance with paragraph 19.2

20. Council of Governors - conflicts of interest of governors

If a governor has a pecuniary, personal or family interest, 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 considered by the Council of Governors, the governor shall disclose that interest to the members of the Council of Governors as soon as he becomes aware of it. The Standing Orders for the Council of Governors shall make provision for the disclosure of interests and arrangements for the exclusion of a governor declaring any interest from any discussion or consideration of the matter in respect of which an interest has been disclosed.

21. Council of Governors – travel expenses

The trust may pay travelling and other expenses to members of the Council of Governors at rates determined by the trust.

22. Council of Governors – further provisions

Further provisions with respect to the Council of Governors are set out in Annex 5.

23. Board of Directors – composition

23.1 The trust is to have a Board of Directors, which shall comprise both executive and non-executive directors.

23.2 The Board of Directors is to comprise:

23.2.1 a non-executive Chairman

23.2.2 a maximum of seven other non-executive directors; and

23.2.3 a maximum of seven executive directors.

23.3 One of the executive directors shall be the Chief Executive.

23.4 The Chief Executive shall be the Accounting Officer

23.5 One of the executive directors shall be the Director of Finance, Performance and Information.

23.6 One of the executive directors is to be a registered medical practitioner or a registered dentist (within the meaning of the Dentists Act 1984).


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23.7 One of the executive directors is to be a registered nurse or a registered midwife.

24. 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 trust so as to maximise the benefits for the members of the trust as a whole and for the public.

25. Board of Directors – qualification for appointment as a non-executive director

A person may be appointed as a non-executive director only if –

25.1 he/she is a member of a Public Constituency, or

25.2 he/she is not disqualified by virtue of paragraph 31 below or Annex 8.

26. Board of Directors – appointment and removal of chairman and other non-executive directors

26.1 The Council of Governors at a general meeting of the Council of Governors shall appoint or remove the chairman of the trust and the other non-executive directors.

26.2 Removal of the chairman or another non-executive director shall require the approval of three-quarters of the members of the Council of Governors.

26.3 The initial chairman and the initial non-executive directors are to be appointed in accordance with paragraph 27 below.

27. Board of Directors – appointment of initial chairman and initial other non-executive directors

27.1 The Council of Governors shall appoint the chairman of the applicant NHS Trust as the initial chairman of the trust, if he/she wishes to be appointed.

27.2 The power of the Council of Governors to appoint the other non-executive directors of the trust is to be exercised, so far as possible, by appointing as the initial non-executive directors of the trust any of the non-executive directors of the applicant NHS Trust (other than the Chairman) who wish to be appointed.

27.3 The criteria for qualification for appointment as a non-executive director set out in paragraph 25 above (other than disqualification by virtue of paragraph 31 or Annex 8 below) do not apply to the appointment of the initial chairman and the initial other non-executive directors in accordance with the procedures set out in this paragraph.


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27.4 An individual appointed as the initial chairman or as an initial non-executive director in accordance with the provisions of this paragraph shall be appointed for the unexpired period of his term of office as Chairman or (as the case may be) non-executive director of the applicant NHS Trust; but if, on appointment, that period is less than 12 months, he shall be appointed for 12 months.

28. Board of Directors – appointment of Vice Chairman

The Council of Governors at a general meeting of the Council of Governors shall appoint one of the non-executive directors as a Vice Chairman.

29. Board of Directors - appointment and removal of the Chief Executive and other executive directors

29.1 The non-executive directors shall appoint or remove the Chief Executive.

29.2 At the first general meeting after the appointment, the Council of Governors must consider whether or not to approve the appointment of the Chief Executive and the appointment shall require the approval of the Council of Governors.

29.3 The initial Chief Executive is to be appointed in accordance with paragraph 30 below.

29.4 A committee consisting of the Chairman, the Chief Executive and the other non-executive directors shall appoint or remove the other executive directors.

30. Board of Directors – appointment and removal of initial Chief Executive

30.1 The non-executive directors shall appoint the chief officer of the applicant NHS Trust as the initial Chief Executive of the trust, if he/she wishes to be appointed.

30.2 The appointment of the chief officer of the applicant NHS trust as the initial Chief Executive of the trust shall not require the approval of the Council of Governors.

31. Board of Directors – disqualification

31.1 The following may not become or continue as a member of the Board of

Directors:

31.1.1 a person who has been adjudged bankrupt or whose estate has been sequestrated and (in either case) has not been discharged;


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31.1.2 a person in relation to whom a moratorium period under a debt relief order applies (under Part 7A of the Insolvency Act 1986);

31.1.3 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;

31.1.4 a person who within the preceding five years has been convicted in the British Islands 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.

31.2 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 in Annex 8 – Further Provisions.

32. Board of Directors – meetings

32.1 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.

32.2 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.

33. Board of Directors – standing orders

The standing orders for the practice and procedure of the Board of Directors are attached at Annex 7.

34. Board of Directors - conflicts of interest of directors

34.1 The duties that a director of the trust has by virtue of being a director include in particular –

34.1.1 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 trust; and

34.1.2 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.

34.2 The duty referred to in sub-paragraph 34.1.1 is not infringed if –

34.2.1 the situation cannot reasonably be regarded as likely to give rise to a conflict of interest, or


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34.2.2 the matter has been authorized in accordance with the constitution.

34.3 The duty referred to in sub-paragraph 34.1.2 is not infringed if acceptance of the benefit cannot reasonably be regarded as likely to give rise to a conflict of interest.

34.4 In sub-paragraph 34.1.2, “third party” means a person other than –

34.4.1 the trust, or

34.4.2 a person acting on its behalf.

34.5 If a director of the trust has in any way a direct or indirect interest in a proposed transaction or arrangement with the trust, the director must declare the nature and extent of that interest to the other directors.

34.6 If a declaration under this paragraph proves to be, or becomes, inaccurate or incomplete, a further declaration must be made.

34.7 Any declaration required by this paragraph must be made before the trust enters into the transaction or arrangement.

34.8 This paragraph 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.

34.9 A director need not declare an interest –

34.9.1 if it cannot reasonably be regarded as likely to give rise to a conflict of interest;

34.9.2 if, or to the extent that, the directors are already aware of it;

34.9.3 if, or to the extent that, it concerns terms of the director’s appointment that have been or are to be considered –

34.9.3.1 by a meeting of the Board of Directors, or

34.9.3.2 by a committee of the directors appointed for the purpose under the constitution.

35. Board of Directors – remuneration and terms of office

35.1 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.

35.2 The 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. Annex 8 sets out the arrangements for determining the remuneration, allowances and other terms


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and conditions of office of the Chief Executive and other executive directors pending the establishment of such a committee.

36. Registers

The trust shall have:

36.1 a register of members showing, in respect of each member, the constituency to which he/she belongs and, where there are classes within it, the class to which he/she belongs;

36.2 a register of members of the Council of Governors;

36.3 a register of interests of governors;

36.4 a register of directors; and

36.5 a register of interests of the directors.

37. Further provisions about the registers

Annexes 6 and 7 also contain further provisions relating to the registers.

38. Registers – inspection and copies

38.1 The trust shall make the registers specified in paragraph 36 above available for inspection by members of the public, except in the circumstances set out below or as otherwise prescribed by regulations.

38.2 The 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 trust, if the member so requests.

38.3 So far as the registers are required to be made available:

38.3.1 they are to be available for inspection free of charge at all reasonable times; and

38.3.2 a person who requests a copy of or extract from the registers is to be provided with a copy or extract (subject to payment of any charge imposed pursuant to paragraph 38.4 below).

38.4 If the person requesting a copy or extract is not a member of the trust, the trust may impose a reasonable charge for doing so.


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39. Documents available for public inspection

39.1 The trust shall make the following documents available for inspection by members of the public free of charge at all reasonable times:

39.1.1 a copy of the current constitution,

39.1.2 a copy of the latest annual accounts and of any report of the auditor on them, and

39.1.3 a copy of the latest annual report.

39.2 The trust shall also make the following documents relating to a special administration of the trust available for inspection by members of the public free of charge at all reasonable times:

39.2.1 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;

39.2.2 a copy of any report laid under section 65D (appointment of trust special administrator) of the 2006 Act;

39.2.3 a copy of any information published under section 65D (appointment of trust special administrator) of the 2006 Act;

39.2.4 a copy of any draft report published under section 65F (administrator’s draft report) of the 2006 Act;

39.2.5 a copy of any statement provided under section 65F (administrator’s draft report) of the 2006 Act;

39.2.6 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;

39.2.7 a copy of any statement published or provided under section 65G (consultation plan) of the 2006 Act;

39.2.8 a copy of any final report published under section 65I (administrator’s final report);

39.2.9 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


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39.2.10 a copy of any information published under section 65M (replacement of trust special administrator) of the 2006 Act.

39.3 Any person who requests a copy of or extract from any of the above documents is to be provided with a copy (subject to payment of any charge imposed pursuant to paragraph 39.4 below).

39.4 If the person requesting a copy or extract is not a member of the trust, the trust may impose a reasonable charge for doing so.

40. Auditor

40.1 The trust shall have an auditor.

40.2 The Council of Governors shall appoint or remove the auditor at a general meeting of the Council of Governors.

40.3 Annex 8 contains further provisions regarding the auditor.

41. Audit committee

The trust shall establish a committee of non-executive directors as an audit committee to perform such monitoring, reviewing and other functions as are appropriate.

42. Accounts

42.1 The Trust must keep proper accounts and proper records in relation to the accounts.

42.2 Monitor may with the approval of the Secretary of State give directions to the Trust as to the content and form of its accounts.

42.3 The accounts are to be audited by the trust’s auditor.

42.4 The 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.

42.5 The functions of the trust with respect to the preparation of the annual accounts shall be delegated to the Accounting Officer.

42.6 Annex 8 contains further provisions regarding the accounts.

43. Annual report, forward plans and non-NHS work

43.1 The trust shall prepare an Annual Report and send it to Monitor.

43.2 Annex 8 contains further provisions regarding Annual Reports.


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43.3 The trust shall give information as to its forward planning in respect of each financial year to Monitor.

43.4 The document containing the information with respect to forward planning (referred to above) shall be prepared by the directors.

43.5 In preparing the document, the directors shall have regard to the views of the Council of Governors.

43.6 Each forward plan must include information about –

43.6.1 the activities other than the provision of goods and services for the purposes of the health service in England that the trust proposes to carry on, and

43.6.2 the income it expects to receive from doing so.

43.7 Where a forward plan contains a proposal that the trust carry on an activity of a kind mentioned in sub-paragraph 43.6.1 the Council of Governors must –

43.7.1 determine whether it is satisfied that the carrying on of the activity will not to any significant extent interfere with the fulfilment by the trust of its principal purpose or the performance of its other functions, and

43.7.2 notify the directors of the trust of its determination.

43.8 A trust which 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 may implement the proposal only if more than half of the members of the Council of Governors of the trust voting approve its implementation.

44. Presentation of the annual accounts and reports to the governors and members

44.1 The following documents are to be presented to the Council of Governors at

a general meeting of the Council of Governors:

44.1.1 the annual accounts,

44.1.2 any report of the auditor on them,

44.1.3 the Annual Report including the Quality Account.

(For the avoidance of doubt, nothing in this paragraph prevents the Council of Governors from holding a general meeting more than once a year.)


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44.2 The documents shall also be presented to the members of the Trust at the Annual Members’ Meeting by at least one member of the Board of Directors in attendance.

44.3 The Trust may combine a meeting of the Council of Governors convened for the purposes of sub-paragraph 44.1 with the Annual Members’ Meeting.

45. Instruments

45.1 The trust shall have a seal.

45.2 The seal shall not be affixed except under the authority of the Board of Directors.

45.3 Annexes 7 and 8 contain further provisions regarding the trust’s seal.

46. Amendment of the constitution

46.1 The trust may make amendments of its constitution only if –

46.1.1 more than half of the members of the Council of Governors of the trust voting approve the amendments, and

46.1.2 more than half of the members of the Board of Directors of the trust voting approve the amendments.

46.2 Amendments made under paragraph 46.1 take effect as soon as the conditions in that paragraph are satisfied, but the amendment has no effect in so far as the constitution would, as a result of the amendment, not accord with schedule 7 of the 2006 Act.

46.3 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 trust) –

46.3.1 at least one member of the Council of Governors must attend the next Annual Members’ Meeting and present the amendment, and

46.3.2 the trust must give the members an opportunity to vote on whether they approve the amendment.

46.4 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 trust must take such steps as are necessary as a result.

46.5 Amendments by the trust of its constitution are to be notified to Monitor. For the avoidance of doubt, Monitor’s functions do not include a power or duty to


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determine whether or not the constitution, as a result of the amendments, accords with Schedule 7 of the 2006 Act.

47. Mergers etc. and significant transactions

47.1 The trust may only apply for a merger, acquisition, separation or dissolution with the approval of more than half of the members of the council of governors.

47.2 The 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. This constitution does not contain any description of the term ‘significant transaction’ for the purposes of section 51A of the 2006 Act (Significant Transactions).


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ANNEX 1 – THE PUBLIC CONSTITUENCIES

The areas for the public constituencies are as follows:

Areas (unless stated otherwise, the areas are the electoral wards for the corresponding councils)

Seats on the Council of Governors

Minimum numbers of members

Amber Valley Erewash South Derbyshire

6

1025

Bolsover Chesterfield North East Derbyshire

5

855

Derbyshire Dales High Peak

4 515

Derby City 1 755

Rest of England (all electoral areas in England not falling within one of the areas/councils referred to above)

1 400

Total 17 3550


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ANNEX 2 – THE STAFF CONSTITUENCY

The classes for the staff constituency are as follows:

Staff classes Seats on the Council of Governors

Minimum numbers of members

Nursing 3 570

Medical and Dental 1 31

Other Registered Professionals

2 245

Healthcare Support Staff 2 450

Facilities and Estates 1 355

Administration & clerical staff and Managers

1 695

Total 10 2346


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ANNEX 3 – COMPOSITION OF COUNCIL OF GOVERNORS

The Council of Governors is structured as follows: Elected Governors (Public)

CONSTITUENCY NUMBER OF SEATS

Amber Valley, Erewash and South Derbyshire 6

Bolsover, Chesterfield and North East Derbyshire 5

Derbyshire Dales and High Peak 4

Derby City 1

Rest of England 1

Elected Governors (Staff)

CONSTITUENCY/CLASS NUMBER OF SEATS

Nursing 3

Medical and Dental 1

Other Registered Professionals 2

Healthcare Support Staff 2

Facilities and Estates 1

Administration & clerical staff and Managers 1

Appointed Governors (Partners)

NUMBER OF SEATS

Derbyshire County Council 1

The following organisations are specified by the trust for the purposes of paragraph 9(7) of Schedule 7 of the 2006 Act: North Derbyshire Clinical Commissioning Group (NDCCG) Healthwatch Derbyshire

1

1


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ANNEX 4 –THE MODEL ELECTION RULES

PART 1: INTERPRETATION

1. Interpretation

PART 2: TIMETABLE FOR ELECTION

2. Timetable

3. Computation of time

PART 3: RETURNING OFFICER

4. Returning officer

5. Staff

6. Expenditure

7. Duty of co-operation

PART 4: STAGES COMMON TO CONTESTED AND UNCONTESTED ELECTIONS

8. Notice of election

9. Nomination of candidates

10. Candidate’s particulars

11. Declaration of interests

12. Declaration of eligibility

13. Signature of candidate

14. Decisions as to validity of nomination forms

15. Publication of statement of nominated candidates

16. Inspection of statement of nominated candidates and nomination forms

17. Withdrawal of candidates

18. Method of election

PART 5: CONTESTED ELECTIONS

19. Poll to be taken by ballot

20. The ballot paper

21. The declaration of identity (public and patient constituencies)

Action to be taken before the poll

22. List of eligible voters

23. Notice of poll

24. Issue of voting information by returning officer

25. Ballot paper envelope and covering envelope

26. E-voting systems

The poll


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27. Eligibility to vote

28. Voting by persons who require assistance

29. Spoilt ballot papers and spoilt text message votes

30. Lost voting information

31. Issue of replacement voting information

32. ID declaration form for replacement ballot papers (public and patient constituencies)

33 Procedure for remote voting by internet

34. Procedure for remote voting by telephone

35. Procedure for remote voting by text message

Procedure for receipt of envelopes, internet votes, telephone vote and text message votes

36. Receipt of voting documents

37. Validity of votes

38. Declaration of identity but no ballot (public and patient constituency)

39. De-duplication of votes

40. Sealing of packets

PART 6: COUNTING THE VOTES

STV41. Interpretation of Part 6

42. Arrangements for counting of the votes

43. The count

STV44. Rejected ballot papers and rejected text voting records

FPP44. Rejected ballot papers and rejected text voting records

STV45. First stage

STV46. The quota

STV47 Transfer of votes

STV48. Supplementary provisions on transfer

STV49. Exclusion of candidates

STV50. Filling of last vacancies

STV51. Order of election of candidates

FPP51. Equality of votes

PART 7: FINAL PROCEEDINGS IN CONTESTED AND UNCONTESTED ELECTIONS

FPP52. Declaration of result for contested elections

STV52. Declaration of result for contested elections

53. Declaration of result for uncontested elections

PART 8: DISPOSAL OF DOCUMENTS

54. Sealing up of documents relating to the poll

55. Delivery of documents

56. Forwarding of documents received after close of the poll

57. Retention and public inspection of documents

58. Application for inspection of certain documents relating to election


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PART 9: DEATH OF A CANDIDATE DURING A CONTESTED ELECTION

FPP59. Countermand or abandonment of poll on death of candidate

STV59. Countermand or abandonment of poll on death of candidate

PART 10: ELECTION EXPENSES AND PUBLICITY

Expenses

60. Election expenses

61. Expenses and payments by candidates

62. Expenses incurred by other persons

Publicity

63. Publicity about election by the corporation

64. Information about candidates for inclusion with voting information

65. Meaning of “for the purposes of an election”

PART 11: QUESTIONING ELECTIONS AND IRREGULARITIES

66. Application to question an election

PART 12: MISCELLANEOUS

67. Secrecy

68. Prohibition of disclosure of vote

69. Disqualification

70. Delay in postal service through industrial action or unforeseen event


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PART 1: INTERPRETATION

1. Interpretation

1.1 In these rules, unless the context otherwise requires:

“2006 Act” means the National Health Service Act 2006;

“corporation” means the public benefit corporation subject to this constitution;

“council of governors” means the council of governors of the corporation;

“declaration of identity” has the meaning set out in rule 21.1;

“election” means an election by a constituency, or by a class within a constituency,

to fill a vacancy among one or more posts on the council of governors;

“e-voting” means voting using either the internet, telephone or text message;

“e-voting information” has the meaning set out in rule 24.2;

“ID declaration form” has the meaning set out in Rule 21.1; “internet voting record”

has the meaning set out in rule 26.4(d);

“internet voting system” means such computer hardware and software, data other

equipment and services as may be provided by the returning officer for the purpose

of enabling voters to cast their votes using the internet;

“lead governor” means the governor nominated by the corporation to fulfil the role

described in Appendix B to The NHS Foundation Trust Code of Governance

(Monitor, December 2013) or any later version of such code.

“list of eligible voters” means the list referred to in rule 22.1, containing the

information in rule 22.2;

“method of polling” means a method of casting a vote in a poll, which may be by

post, internet, text message or telephone;

“Monitor” means the corporate body known as Monitor as provided by section 61 of the 2012 Act; “numerical voting code” has the meaning set out in rule 64.2(b)

“polling website” has the meaning set out in rule 26.1;

“postal voting information” has the meaning set out in rule 24.1;

“telephone short code” means a short telephone number used for the purposes of

submitting a vote by text message;

“telephone voting facility” has the meaning set out in rule 26.2;


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“telephone voting record” has the meaning set out in rule 26.5 (d);

“text message voting facility” has the meaning set out in rule 26.3;

“text voting record” has the meaning set out in rule 26.6 (d);

“the telephone voting system” means such telephone voting facility as may be

provided by the returning officer for the purpose of enabling voters to cast their

votes by telephone;

“the text message voting system” means such text messaging voting facility as may

be provided by the returning officer for the purpose of enabling voters to cast their

votes by text message;

“voter ID number” means a unique, randomly generated numeric identifier allocated

to each voter by the Returning Officer for the purpose of e-voting,

“voting information” means postal voting information and/or e-voting information

1.2 Other expressions used in these rules and in Schedule 7 to the NHS Act 2006 have

the same meaning in these rules as in that Schedule.


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PART 2: TIMETABLE FOR ELECTIONS

2. Timetable

2.1 The proceedings at an election shall be conducted in accordance with the following

timetable:

Proceeding Time

Publication of notice of election Not later than the fortieth day before the day of

the close of the poll.

Final day for delivery of nomination forms 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


Notice of the poll Not later than the fifteenth day before the day of


Close of the poll By 5.00pm on the final day of the election.

3. Computation of time

3.1 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.

3.2 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.


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PART 3: RETURNING OFFICER

4. Returning Officer

4.1 Subject to rule 69, the returning officer for an election is to be appointed by the

corporation.

4.2 Where two or more elections are to be held concurrently, the same returning officer

may be appointed for all those elections.

5. Staff

5.1 Subject to rule 69, 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

6.1 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

7.1 The corporation is to co-operate with the returning officer in the exercise of his or

her functions under these rules.


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PART 4: STAGES COMMON TO CONTESTED AND UNCONTESTED ELECTIONS

8. Notice of election

8.1 The returning officer is to publish a notice of the election stating:

(a) the constituency, or class within a constituency, for which the election is being

held,

(b) the number of members of the council 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 forms may be obtained;

(e) the address for return of nomination forms (including, where the return of

nomination forms in an electronic format will be permitted, the e-mail address

for such return) 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

(h) the date and time of the close of the poll in the event of a contest.

9. Nomination of candidates

9.1 Subject to rule 9.2, each candidate must nominate themselves on a single

nomination form.

9.2 The returning officer:

(a) is to supply any member of the corporation with a nomination form, and

(b) is to prepare a nomination form 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 and a nomination can, subject to rule 13, be in an electronic format.

10. Candidate’s particulars

10.1 The nomination form must state the candidate’s:

(a) full name,

(b) contact address in full (which should be a postal address although an e-mail

address may also be provided for the purposes of electronic communication),

and


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(c) constituency, or class within a constituency, of which the candidate is a

member.

11. Declaration of interests

11.1 The nomination form must state:

(a) any financial interest that the candidate has in the 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

12.1 The nomination form must include a declaration made by the candidate:

(a) that he or she is not prevented from being a member of the council of

governors by paragraph 8 of Schedule 7 of the 2006 Act or by any provision of

the constitution; and,

(b) for a member of the public or patient constituency, of the particulars of 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

13.1 The nomination form must be signed and dated by the candidate, in a manner

prescribed by the returning officer, indicating that:

(a) they wish to stand as a candidate,

(b) their declaration of interests as required under rule 11, is true and correct, and

(c) their declaration of eligibility, as required under rule 12, is true and correct.

13.2 Where the return of nomination forms in an electronic format is permitted, the

returning officer shall specify the particular signature formalities (if any) that will

need to be complied with by the candidate.

14. Decisions as to the validity of nomination

14.1 Where a nomination form is received by the returning officer in accordance with

these rules, the candidate is deemed to stand for election unless and until the

returning officer:

(a) decides that the candidate is not eligible to stand,

(b) decides that the nomination form is invalid,

(c) receives satisfactory proof that the candidate has died, or

(d) receives a written request by the candidate of their withdrawal from candidacy.


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14.2 The returning officer is entitled to decide that a nomination form is invalid only on

one of the following grounds:

(a) that the paper is not received on or before the final time and date for return of

nomination forms, as specified in the notice of the election,

(b) that the paper does not contain the candidate’s particulars, as required by rule

10;

(c) that the paper does not contain a declaration of the interests of the candidate,

as required by rule 11,

(d) that the paper does not include a declaration of eligibility as required by rule

12, or

(e) that the paper is not signed and dated by the candidate, if required by rule 13.

14.3 The returning officer is to examine each nomination form as soon as is practicable

after he or she has received it, and decide whether the candidate has been validly

nominated.

14.4 Where the returning officer decides that a nomination is invalid, the returning officer

must endorse this on the nomination form, stating the reasons for their decision.

14.5 The returning officer is to send notice of the decision as to whether a nomination is

valid or invalid to the candidate at the contact address given in the candidate’s

nomination form. If an e-mail address has been given in the candidate’s nomination

form (in addition to the candidate’s postal address), the returning officer may send

notice of the decision to that address.

15. Publication of statement of candidates

15.1 The returning officer is to prepare and publish a statement showing the candidates

who are standing for election.

15.2 The statement must show:

(a) the name, contact address (which shall be the candidate’s postal address), and

constituency or class within a constituency of each candidate standing, and

(b) the declared interests of each candidate standing,

as given in their nomination form.

15.3 The statement must list the candidates standing for election in alphabetical order by

surname.

15.4 The returning officer must send a copy of the statement of candidates and copies of

the nomination forms to the corporation as soon as is practicable after publishing the

statement.


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16. Inspection of statement of nominated candidates and nomination forms

16.1 The corporation is to make the statement of the candidates and the nomination forms

supplied by the returning officer under rule 15.4 available for inspection by

members of the corporation free of charge at all reasonable times.

16.2 If a member of the corporation requests a copy or extract of the statement of

candidates or their nomination forms, the corporation is to provide that member with

the copy or extract free of charge.

17. Withdrawal of candidates

17.1 A candidate may withdraw from election on or before the date and time for

withdrawal by candidates, by providing to the returning officer a written notice of

withdrawal which is signed by the candidate and attested by a witness.

18. Method of election

18.1 If the number of candidates remaining validly nominated for an election after any

withdrawals under these rules is greater than the number of members to be elected to

the council of governors, a poll is to be taken in accordance with Parts 5 and 6 of

these rules.


withdrawals under these rules is equal to the number of members to be elected to the

council of governors, those candidates are to be declared elected in accordance with

Part 7 of these rules.


withdrawals under these rules is less than the number of members to be elected to be

council of governors, then:

(a) the candidates who remain validly nominated are to be declared elected in

accordance with Part 7 of these rules, and

(b) the returning officer is to order a new election to fill any vacancy which

remains unfilled, on a day appointed by him or her in consultation with the

corporation.


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PART 5: CONTESTED ELECTIONS

19. Poll to be taken by ballot

19.1 The votes at the poll must be given by secret ballot.

19.2 The votes are to be counted and the result of the poll determined in accordance with

Part 6 of these rules.

19.3 The corporation may decide that voters within a constituency or class within a

constituency, may, subject to rule 19.4, cast their votes at the poll using such

different methods of polling in any combination as the corporation may determine.

19.4 The corporation may decide that voters within a constituency or class within a

constituency for whom an e-mail address is included in the list of eligible voters

may only cast their votes at the poll using an e-voting method of polling.

19.5 Before the corporation decides, in accordance with rule 19.3 that one or more e-

voting methods of polling will be made available for the purposes of the poll, the

corporation must satisfy itself that:

(a) if internet voting is to be a method of polling, the internet voting system to be

used for the purpose of the election is:

(i) configured in accordance with these rules; and

(ii) will create an accurate internet voting record in respect of any voter

who casts his or her vote using the internet voting system;

(b) if telephone voting to be a method of polling, the telephone voting system to

be used for the purpose of the election is:


(ii) will create an accurate telephone voting record in respect of any voter

who casts his or her vote using the telephone voting system;

(c) if text message voting is to be a method of polling, the text message voting

system to be used for the purpose of the election is:


(ii) will create an accurate text voting record in respect of any voter who

casts his or her vote using the text message voting system.

20. The ballot paper

20.1 The ballot of each voter (other than a voter who casts his or her ballot by an e-voting

method of polling) is to consist of a ballot paper with the persons remaining validly

nominated for an election after any withdrawals under these rules, and no others,

inserted in the paper.


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20.2 Every ballot paper must specify:

(a) the name of the corporation,

(b) the constituency, or class within a constituency, for which the election is being

held,

(c) the number of members of the council of governors to be elected from that

constituency, or class within that constituency,

(d) the names and other particulars of the candidates standing for election, with

the details and order being the same as in the statement of nominated

candidates,

(e) instructions on how to vote by all available methods of polling, including the

relevant voter’s voter ID number if one or more e-voting methods of polling

are available,

(f) if the ballot paper is to be returned by post, the address for its return and the

date and time of the close of the poll, and

(g) the contact details of the returning officer.

20.3 Each ballot paper must have a unique identifier.

20.4 Each ballot paper must have features incorporated into it to prevent it from being

reproduced.

21. The declaration of identity (public and patient constituencies)

21.1 The corporation shall require each voter who participates in an election for a public

or patient constituency to make a declaration confirming:

(a) that the voter is the person:

(i) to whom the ballot paper was addressed, and/or

(ii) to whom the voter ID number contained within the e-voting

information was allocated,

(b) that he or she has not marked or returned any other voting information in

the election, and

(c) the particulars of his or her qualification to vote as a member of the

constituency or class within the constituency for which the election is being

held,

(“declaration of identity”)

and the corporation shall make such arrangements as it considers appropriate to

facilitate the making and the return of a declaration of identity by each voter,


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whether by the completion of a paper form (“ID declaration form”) or the use of an

electronic method.

21.2 The voter must be required to return his or her declaration of identity with his or her

ballot.

21.3 The voting information shall caution the voter that if the declaration of identity is

not duly returned or is returned without having been made correctly, any vote cast

by the voter may be declared invalid.

Action to be taken before the poll

22. List of eligible voters

22.1 The 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 27 as soon as is reasonably practicable after the

final date for the delivery of notices of withdrawals by candidates from an election.

22.2 The list is to include, for each member:

(a) a postal address; and,

(b) the member’s e-mail address, if this has been provided

to which his or her voting information may, subject to rule 22.3, be sent.

22.3 The corporation may decide that the e-voting information is to be sent only by e-

mail to those members in the list of eligible voters for whom an e-mail address is

included in that list.

23. Notice of poll

23.1 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 council of governors to be elected from that

constituency, or class with that constituency,

(d) the names, contact addresses, and other particulars of the candidates standing

for election, with the details and order being the same as in the statement of

nominated candidates,

(e) that the ballot papers for the election are to be issued and returned, if

appropriate, by post,

(f) the methods of polling by which votes may be cast at the election by voters in

a constituency or class within a constituency, as determined by the corporation

in accordance with rule 19.3,

(g) the address for return of the ballot papers,


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(h) the uniform resource locator (url) where, if internet voting is a method of

polling, the polling website is located;

(i) the telephone number where, if telephone voting is a method of polling, the

telephone voting facility is located,

(j) the telephone number or telephone short code where, if text message voting is

a method of polling, the text message voting facility is located,

(k) the date and time of the close of the poll,

(l) the address and final dates for applications for replacement voting information,

and

(m) the contact details of the returning officer.

24. Issue of voting information by returning officer

24.1 Subject to rule 24.3, as soon as is reasonably practicable on or after the publication

of the notice of the poll, the returning officer is to send the following information by

post to each member of the corporation named in the list of eligible voters:

(a) a ballot paper and ballot paper envelope,

(b) the ID declaration form (if required),

(c) information about each candidate standing for election, pursuant to rule 61 of

these rules, and

(d) a covering envelope;

(“postal voting information”).

24.2 Subject to rules 24.3 and 24.4, as soon as is reasonably practicable on or after the

publication of the notice of the poll, the returning officer is to send the following

information by e-mail and/ or by post to each member of the corporation named in

the list of eligible voters whom the corporation determines in accordance with rule

19.3 and/ or rule 19.4 may cast his or her vote by an e-voting method of polling:

(a) instructions on how to vote and how to make a declaration of identity (if

required),

(b) the voter’s voter ID number,

(c) information about each candidate standing for election, pursuant to rule 64 of

these rules, or details of where this information is readily available on the

internet or available in such other formats as the Returning Officer thinks

appropriate, (d) contact details of the returning officer,

(“e-voting information”).

24.3 The corporation may determine that any member of the corporation shall:

(a) only be sent postal voting information; or


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(b) only be sent e-voting information; or

(c) be sent both postal voting information and e-voting information;

for the purposes of the poll.

24.4 If the corporation determines, in accordance with rule 22.3, that the e-voting

information is to be sent only by e-mail to those members in the list of eligible

voters for whom an e-mail address is included in that list, then the returning officer

shall only send that information by e-mail.

24.5 The voting information is to be sent to the postal address and/ or e-mail address for

each member, as specified in the list of eligible voters.

25. Ballot paper envelope and covering envelope

25.1 The ballot paper envelope must have clear instructions to the voter printed on it,

instructing the voter to seal the ballot paper inside the envelope once the ballot paper

has been marked.

25.2 The covering envelope is to have:

(a) the address for return of the ballot paper printed on it, and

(b) pre-paid postage for return to that address.

25.3 There should be clear instructions, either printed on the covering envelope or

elsewhere, instructing the voter to seal the following documents inside the covering

envelope and return it to the returning officer –

(a) the completed ID declaration form if required, and

(b) the ballot paper envelope, with the ballot paper sealed inside it.

26. E-voting systems

26.1 If internet voting is a method of polling for the relevant election then the returning

officer must provide a website for the purpose of voting over the internet (in these

rules referred to as "the polling website").

26.2 If telephone voting is a method of polling for the relevant election then the returning

officer must provide an automated telephone system for the purpose of voting by the

use of a touch-tone telephone (in these rules referred to as “the telephone voting

facility”).

26.3 If text message voting is a method of polling for the relevant election then the

returning officer must provide an automated text messaging system for the purpose

of voting by text message (in these rules referred to as “the text message voting

facility”).


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26.4 The returning officer shall ensure that the polling website and internet voting system

provided will:

(a) require a voter to:

(i) enter his or her voter ID number; and

(ii) where the election is for a public or patient constituency, make a

declaration of identity;

in order to be able to cast his or her vote;

(b) specify:

(i) the name of the corporation,

(ii) the constituency, or class within a constituency, for which the election

is being held,

(iii) the number of members of the council of governors to be elected from

that constituency, or class within that constituency,

(iv) the names and other particulars of the candidates standing for

election, with the details and order being the same as in the

statement of nominated candidates,

(v) instructions on how to vote and how to make a declaration of identity,

(vi) the date and time of the close of the poll, and

(vii) the contact details of the returning officer;

(c) prevent a voter from voting for more candidates than he or she is entitled to at

the election;

(d) create a record ("internet voting record") that is stored in the internet voting

system in respect of each vote cast by a voter using the internet that comprises

of-

(i) the voter’s voter ID number;

(ii) the voter’s declaration of identity (where required);

(iii) the candidate or candidates for whom the voter has voted; and

(iv) the date and time of the voter’s vote,

(e) if the voter’s vote has been duly cast and recorded, provide the voter with

confirmation of this; and

(f) prevent any voter from voting after the close of poll.

26.5 The returning officer shall ensure that the telephone voting facility and telephone

voting system provided will:

(a) require a voter to

(i) enter his or her voter ID number in order to be able to cast his or her

vote; and


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(b) specify:

(i) the name of the corporation,

(ii) the constituency, or class within a constituency, for which the election is

being held,

(iii) the number of members of the council of governors to be elected from

that constituency, or class within that constituency,

(iv) instructions on how to vote and how to make a declaration of identity,

(v) the date and time of the close of the poll, and

(vi) the contact details of the returning officer;

(c) prevent a voter from voting for more candidates than he or she is entitled to at

the election;

(d) create a record ("telephone voting record") that is stored in the telephone

voting system in respect of each vote cast by a voter using the telephone that

comprises of:



(iii) the candidate or candidates for whom the voter has voted; and

(iv) the date and time of the voter’s vote


confirmation of this;


26.6 The returning officer shall ensure that the text message voting facility and text

messaging voting system provided will:

(a) require a voter to:

(i) provide his or her voter ID number; and



in order to be able to cast his or her vote;

(b) prevent a voter from voting for more candidates than he or she is entitled to at

the election;

(d) create a record ("text voting record") that is stored in the text messaging voting

system in respect of each vote cast by a voter by text message that comprises

of:



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(ii) the candidate or candidates for whom the voter has voted; and

(iii) the date and time of the voter’s vote


confirmation of this;


The poll

27. Eligibility to vote

27.1 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.

28. Voting by persons who require assistance

28.1 The returning officer is to put in place arrangements to enable requests for assistance

to vote to be made.

28.2 Where the returning officer receives a request from a voter who requires assistance

to vote, the returning officer is to make such arrangements as he or she considers

necessary to enable that voter to vote.

29. Spoilt ballot papers and spoilt text message votes

29.1 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 as a “spoilt ballot paper”), that voter may

apply to the returning officer for a replacement ballot paper.

29.2 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.

29.3 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 completed ID declaration form, if required, has not been

returned.

29.4 After issuing a replacement ballot paper for a spoilt ballot paper, the returning

officer shall enter in a list (“the list of spoilt ballot papers”):

(a) the name of the voter, and

(b) the details of the unique identifier of the spoilt ballot paper (if that officer was

able to obtain it), and


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(c) the details of the unique identifier of the replacement ballot paper.

29.5 If a voter has dealt with his or her text message vote in such a manner that it cannot

be accepted as a vote (referred to as a “spoilt text message vote”), that voter may

apply to the returning officer for a replacement voter ID number.

29.6 On receiving an application, the returning officer is to obtain the details of the voter

ID number on the spoilt text message vote, if he or she can obtain it.

29.7 The returning officer may not issue a replacement voter ID number in respect of a

spoilt text message vote unless he or she is satisfied as to the voter’s identity.

29.8 After issuing a replacement voter ID number in respect of a spoilt text message vote,

the returning officer shall enter in a list (“the list of spoilt text message votes”):

(a) the name of the voter, and

(b) the details of the voter ID number on the spoilt text message vote (if that

officer was able to obtain it), and

(c) the details of the replacement voter ID number issued to the voter.

30. Lost voting information

30.1 Where a voter has not received his or her voting information by the tenth day before

the close of the poll, that voter may apply to the returning officer for replacement

voting information.

30.2 The returning officer may not issue replacement voting information in respect of lost

voting information 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 voting

information,

(c) has ensured that no declaration of identity, if required, has been returned.

30.3 After issuing replacement voting information in respect of lost voting information,

the returning officer shall enter in a list (“the list of lost ballot documents”):

(a) the name of the voter

(b) the details of the unique identifier of the replacement ballot paper, if

applicable, and

(c) the voter ID number of the voter.

31. Issue of replacement voting information

31.1 If a person applies for replacement voting information under rule 29 or 30 and a

declaration of identity has already been received by the returning officer in the name

of that voter, the returning officer may not issue replacement voting information


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unless, in addition to the requirements imposed by rule 29.3 or 30.2, 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.

31.2 After issuing replacement voting information under this rule, the returning officer

shall enter in a list (“the list of tendered voting information”):

(a) the name of the voter,

(b) the unique identifier of any replacement ballot paper issued under this rule;

(c) the voter ID number of the voter.

32. ID declaration form for replacement ballot papers (public and patient

constituencies)

32.1 In respect of an election for a public or patient constituency an ID declaration form

must be issued with each replacement ballot paper requiring the voter to make a

declaration of identity.

Polling by internet, telephone or text

33. Procedure for remote voting by internet

33.1 To cast his or her vote using the internet, a voter will need to gain access to the

polling website by keying in the url of the polling website provided in the voting

information.

33.2 When prompted to do so, the voter will need to enter his or her voter ID number.

33.3 If the internet voting system authenticates the voter ID number, the system will give

the voter access to the polling website for the election in which the voter is eligible

to vote.

33.4 To cast his or her vote, the voter will need to key in a mark on the screen opposite

the particulars of the candidate or candidates for whom he or she wishes to cast his

or her vote.

33.5 The voter will not be able to access the internet voting system for an election once

his or her vote at that election has been cast.

34. Voting procedure for remote voting by telephone

34.1 To cast his or her vote by telephone, the voter will need to gain access to the

telephone voting facility by calling the designated telephone number provided in the

voter information using a telephone with a touch-tone keypad.

34.2 When prompted to do so, the voter will need to enter his or her voter ID number

using the keypad.


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34.3 If the telephone voting facility authenticates the voter ID number, the voter will be

prompted to vote in the election.

34.4 When prompted to do so the voter may then cast his or her vote by keying in the

numerical voting code of the candidate or candidates, for whom he or she wishes to

vote.

34.5 The voter will not be able to access the telephone voting facility for an election once

his or her vote at that election has been cast.

35. Voting procedure for remote voting by text message

35.1 To cast his or her vote by text message the voter will need to gain access to the text

message voting facility by sending a text message to the designated telephone

number or telephone short code provided in the voter information.

35.2 The text message sent by the voter must contain his or her voter ID number and the

numerical voting code for the candidate or candidates, for whom he or she wishes to

vote.

35.3 The text message sent by the voter will need to be structured in accordance with the

instructions on how to vote contained in the voter information, otherwise the vote

will not be cast.

Procedure for receipt of envelopes, internet votes, telephone votes and text message votes

36. Receipt of voting documents

36.1 Where the returning officer receives:

(a) a covering envelope, or

(b) any other envelope containing an ID declaration form if required, a ballot

paper envelope, or a ballot paper,

before the close of the poll, that officer is to open it as soon as is practicable; and

rules 37 and 38 are to apply.

36.2 The returning officer may open any covering envelope or any ballot paper envelope

for the purposes of rules 37 and 38, but must make arrangements to ensure that no

person obtains or communicates information as to:

(a) the candidate for whom a voter has voted, or

(b) the unique identifier on a ballot paper.

36.3 The returning officer must make arrangements to ensure the safety and security of

the ballot papers and other documents.

37. Validity of votes

37.1 A ballot paper shall not be taken to be duly returned unless the returning officer is

satisfied that it has been received by the returning officer before the close of the


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poll, with an ID declaration form if required that has been correctly completed,

signed and dated.

37.2 Where the returning officer is satisfied that rule 37.1 has been fulfilled, he or she is

to:

(a) put the ID declaration form if required in a separate packet, and

(b) put the ballot paper aside for counting after the close of the poll.

37.3 Where the returning officer is not satisfied that rule 37.1 has been fulfilled, he or she

is to:

(a) mark the ballot paper “disqualified”,

(b) if there is an ID declaration form accompanying the ballot paper, mark it

“disqualified” and attach it to the ballot paper,

(c) record the unique identifier on the ballot paper in a list of disqualified

documents (the “list of disqualified documents”); and

(d) place the document or documents in a separate packet.

37.4 An internet, telephone or text message vote shall not be taken to be duly returned

unless the returning officer is satisfied that the internet voting record, telephone

voting record or text voting record (as applicable) has been received by the returning

officer before the close of the poll, with a declaration of identity if required that has

been correctly made.

37.5 Where the returning officer is satisfied that rule 37.4 has been fulfilled, he or she is

to put the internet voting record, telephone voting record or text voting record (as

applicable) aside for counting after the close of the poll.

37.6 Where the returning officer is not satisfied that rule 37.4 has been fulfilled, he or she

is to:

(a) mark the internet voting record, telephone voting record or text voting record

(as applicable) “disqualified”,

(b) record the voter ID number on the internet voting record, telephone voting

record or text voting record (as applicable) in the list of disqualified

documents; and

(c) place the document or documents in a separate packet.

38. Declaration of identity but no ballot paper (public and patient constituency)1

38.1 Where the returning officer receives an ID declaration form if required but no ballot

paper, the returning officer is to:

(a) mark the ID declaration form “disqualified”,

1 It should not be possible, technically, to make a declaration of identity electronically without also submitting a vote.


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(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 ID declaration form in a separate packet.

39. De-duplication of votes

39.1 Where different methods of polling are being used in an election, the returning

officer shall examine all votes cast to ascertain if a voter ID number has been used

more than once to cast a vote in the election.

39.2 If the returning officer ascertains that a voter ID number has been used more than

once to cast a vote in the election he or she shall:

(a) only accept as duly returned the first vote received that was cast using the

relevant voter ID number; and

(b) mark as “disqualified” all other votes that were cast using the relevant voter ID

number

39.3 Where a ballot paper is disqualified under this rule the returning officer shall:

(a) mark the ballot paper “disqualified”,

(b) if there is an ID declaration form accompanying the ballot paper, mark it

“disqualified” and attach it to the ballot paper,

(c) record the unique identifier and the voter ID number on the ballot paper in the

list of disqualified documents;

(d) place the document or documents in a separate packet; and

(e) disregard the ballot paper when counting the votes in accordance with these

rules.

39.4 Where an internet voting record, telephone voting record or text voting record is

disqualified under this rule the returning officer shall:

(a) mark the internet voting record, telephone voting record or text voting record

(as applicable) “disqualified”,

(b) record the voter ID number on the internet voting record, telephone voting

record or text voting record (as applicable) in the list of disqualified

documents;

(c) place the internet voting record, telephone voting record or text voting record

(as applicable) in a separate packet, and

(d) disregard the internet voting record, telephone voting record or text voting

record (as applicable) when counting the votes in accordance with these rules.

40. Sealing of packets


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40.1 As soon as is possible after the close of the poll and after the completion of the

procedure under rules 37 and 38, the returning officer is to seal the packets

containing:

(a) the disqualified documents, together with the list of disqualified documents

inside it,

(b) the ID declaration forms, if required,

(c) the list of spoilt ballot papers and the list of spoilt text message votes,

(d) the list of lost ballot documents,

(e) the list of eligible voters, and

(f) the list of tendered voting information

and ensure that complete electronic copies of the internet voting records, telephone

voting records and text voting records created in accordance with rule 26 are held in

a device suitable for the purpose of storage.


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PART 6: COUNTING THE VOTES

STV41. Interpretation of Part 6

STV41.1 In Part 6 of these rules:

“ballot document” means a ballot paper, internet voting record, telephone voting

record or text voting record.

“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 document:

(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 STV49,

“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 STV46,

“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)


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exceeds the quota; but references in these rules to the transfer of the surplus means

the transfer (at a transfer value) of all transferable ballot documents 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 vote” means a ballot document 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 document on which a second

or subsequent preference is recorded for the candidate to whom that ballot document

has been transferred, and

“transfer value” means the value of a transferred vote calculated in accordance with

rules STV47.4 or STV47.7.

42. Arrangements for counting of the votes

42.1 The returning officer is to make arrangements for counting the votes as soon as is

practicable after the close of the poll.

42.2 The returning officer may make arrangements for any votes to be counted using vote

counting software where:

(a) the board of directors and the council of governors of the corporation have

approved:

(i) the use of such software for the purpose of counting votes in the

relevant election, and

(ii) a policy governing the use of such software, and

(b) the corporation and the returning officer are satisfied that the use of such

software will produce an accurate result.

43. The count

43.1 The returning officer is to:

(a) count and record the number of:

(iii) ballot papers that have been returned; and

(iv) the number of internet voting records, telephone voting records and/or

text voting records that have been created, and


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(b) count the votes according to the provisions in this Part of the rules and/or the

provisions of any policy approved pursuant to rule 42.2(ii) where vote

counting software is being used.

43.2 The returning officer, while counting and recording the number of ballot papers,

internet voting records, telephone voting records and/or text voting records and

counting the votes, must make arrangements to ensure that no person obtains or

communicates information as to the unique identifier on a ballot paper or the voter

ID number on an internet voting record, telephone voting record or text voting

record.

43.3 The returning officer is to proceed continuously with counting the votes as far as is

practicable.

STV44. Rejected ballot papers and rejected text voting records

STV44.1 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.

STV44.2 The returning officer is to endorse the word “rejected” on any ballot paper which

under this rule is not to be counted.

STV44.3 Any text voting record:

(a) on which the figure “1” standing alone is not placed so as to indicate a first

preference for any candidate,

(b) on which anything is written or marked by which the voter can be identified


(c) which is unmarked or rejected because of uncertainty,

shall be rejected and not counted, but the text voting record 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.


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STV44.4 The returning officer is to endorse the word “rejected” on any text voting record

which under this rule is not to be counted.

STV44.5 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 rule STV44.1

and the number of text voting records rejected by him or her under each of the sub-

paragraphs (a) to (c) of rule STV44.3.


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FPP44. Rejected ballot papers and rejected text voting records

FPP44.1 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


(d) which is unmarked or rejected because of uncertainty,

shall, subject to rules FPP44.2 and FPP44.3, be rejected and not counted.

FPP44.2 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.

FPP44.3 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.

FPP44.4 The returning officer is to:

(a) endorse the word “rejected” on any ballot paper which under this rule is not to

be counted, and

(b) in the case of a ballot paper on which any vote is counted under rules FPP44.2

and FPP 44.3, endorse the words “rejected in part” on the ballot paper and

indicate which vote or votes have been counted.

FPP44.5 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,


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and, where applicable, each heading must record the number of ballot papers

rejected in part.

FPP44.6 Any text voting record:

(a) on which votes are given for more candidates than the voter is entitled to vote,

(b) on which anything is written or marked by which the voter can be identified

except the voter ID number, or

(c) which is unmarked or rejected because of uncertainty,

shall, subject to rules FPP44.7 and FPP44.8, be rejected and not counted.

FPP44.7 Where the voter is entitled to vote for more than one candidate, a text voting record

is not to be rejected because of uncertainty in respect of any vote where no

uncertainty arises, and that vote is to be counted.

FPP448 A text voting record on which a vote is marked:

(a) otherwise than by means of a clear mark,

(b) by more than one mark,

is not to be rejected for such reason (either wholly or in respect of that vote) if an

intention that the vote shall be for one or other of the candidates clearly appears, and

the way the text voting record is marked does not itself identify the voter and it is

not shown that he or she can be identified by it.


(a) endorse the word “rejected” on any text voting record which under this rule is

not to be counted, and

(b) in the case of a text voting record on which any vote is counted under rules

FPP44.7 and FPP 44.8, endorse the words “rejected in part” on the text voting

record and indicate which vote or votes have been counted.

FPP44.10 The returning officer is to draw up a statement showing the number of rejected text

voting records under the following headings:

(a) voting for more candidates than the voter is entitled to,

(b) writing or mark by which voter could be identified, and

(c) unmarked or rejected because of uncertainty,

and, where applicable, each heading must record the number of text voting records

rejected in part.

STV45. First stage

STV45.1 The returning officer is to sort the ballot documents into parcels according to the

candidates for whom the first preference votes are given.


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STV45.2 The returning officer is to then count the number of first preference votes given on

ballot documents for each candidate, and is to record those numbers.

STV45.3 The returning officer is to also ascertain and record the number of valid ballot

documents.

STV46. The quota

STV46.1 The returning officer is to divide the number of valid ballot documents by a number

exceeding by one the number of members to be elected.

STV46.2 The result, increased by one, of the division under rule STV46.1 (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”).

STV46.3 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

rules STV47.1 to STV47.3 has been complied with.

STV47. Transfer of votes

STV47.1 Where the number of first preference votes for any candidate exceeds the quota, the

returning officer is to sort all the ballot documents 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 ballot documents for any

continuing candidate, or

(b) where no such preference is given, as the sub-parcel of non-transferable votes.

STV47.2 The returning officer is to count the number of ballot documents in each parcel

referred to in rule STV47.1.

STV47.3 The returning officer is, in accordance with this rule and rule STV48, to transfer

each sub-parcel of ballot documents referred to in rule STV47.1(a) to the candidate

for whom the next available preference is given on those ballot documents.

STV47.4 The vote on each ballot document transferred under rule STV47.3 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 documents on which those

votes are given, the calculation being made to two decimal places (ignoring

the remainder if any).

STV47.5 Where at the end of any stage of the count involving the transfer of ballot

documents, the number of votes for any candidate exceeds the quota, the returning


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officer is to sort the ballot documents 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 ballot documents for

any continuing candidate, or

(b) where no such preference is given, as the sub-parcel of non-transferable votes.

STV47.6 The returning officer is, in accordance with this rule and rule STV48, to transfer

each sub-parcel of ballot documents referred to in rule STV47.5(a) to the candidate

for whom the next available preference is given on those ballot documents.

STV47.7 The vote on each ballot document transferred under rule STV47.6 shall be at:

(a) a transfer value calculated as set out in rule STV47.4(b), 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.

STV47.8 Each transfer of a surplus constitutes a stage in the count.

STV47.9 Subject to rule STV47.10, the returning officer shall proceed to transfer transferable

ballot documents until no candidate who is deemed to be elected has a surplus or all

the vacancies have been filled.

STV47.10 Transferable ballot documents 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.

STV47.11 This rule does not apply at an election where there is only one vacancy.

STV48. Supplementary provisions on transfer

STV48.1 If, at any stage of the count, two or more candidates have surpluses, the transferable

ballot documents 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 ballot documents 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


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(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 ballot documents of the candidate on whom the lot falls shall

be transferred first.

STV48.2 The returning officer shall, on each transfer of transferable ballot documents under

rule STV47:

(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.

STV48.3 All ballot documents transferred under rule STV47 or STV49 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 ballot document or, as the case may be, all

the ballot documents in that sub-parcel.

STV48.4 Where a ballot document is so marked that it is unclear to the returning officer at

any stage of the count under rule STV47 or STV49 for which candidate the next

preference is recorded, the returning officer shall treat any vote on that ballot

document as a non-transferable vote; and votes on a ballot document 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.

STV49. Exclusion of candidates

STV49.1 If:

(a) all transferable ballot documents which under the provisions of rule STV47

(including that rule as applied by rule STV49.11) and this rule are required to

be transferred, have been transferred, and

(b) subject to rule STV50, 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 rule STV49.12 applies, the candidates with the then

lowest votes).

STV9.2 The returning officer shall sort all the ballot documents on which first preference

votes are given for the candidate or candidates excluded under rule STV49.1 into two

sub-parcels so that they are grouped as:


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(a) ballot documents on which a next available preference is given, and

(b) ballot documents on which no such preference is given (thereby including

ballot documents on which preferences are given only for candidates who are

deemed to be elected or are excluded).

STV49.3 The returning officer shall, in accordance with this rule and rule STV48, transfer

each sub-parcel of ballot documents referred to in rule STV49.2 to the candidate for

whom the next available preference is given on those ballot documents.

STV49.4 The exclusion of a candidate, or of two or more candidates together, constitutes a

further stage of the count.

STV49.5 If, subject to rule STV50, one or more vacancies still remain to be filled, the

returning officer shall then sort the transferable ballot documents, if any, which had

been transferred to any candidate excluded under rule STV49.1 into sub- parcels

according to their transfer value.

STV49.6 The returning officer shall transfer those ballot documents in the sub-parcel of

transferable ballot documents with the highest transfer value to the continuing

candidates in accordance with the next available preferences given on those ballot

documents (thereby passing over candidates who are deemed to be elected or are

excluded).

STV49.7 The vote on each transferable ballot document transferred under rule STV49.6 shall

be at the value at which that vote was received by the candidate excluded under rule

STV49.1.

STV9.8 Any ballot documents on which no next available preferences have been expressed

shall be set aside as non-transferable votes.

STV49.9 After the returning officer has completed the transfer of the ballot documents in the

sub-parcel of ballot documents with the highest transfer value he or she shall

proceed to transfer in the same way the sub-parcel of ballot documents with the next

highest value and so on until he has dealt with each sub-parcel of a candidate

excluded under rule STV49.1.

STV49.10 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:


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(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.

STV49.11 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 rules STV47.5 to STV47.10 and

rule STV48.

STV49.12 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.

STV49.13 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.

STV50. Filling of last vacancies

STV50.1 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.

STV50.2 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.

STV50.3 Where the last vacancies can be filled under this rule, no further transfer of votes

shall be made.

STV51. Order of election of candidates

STV51.1 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 STV47.10.

STV51.2 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.


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STV51.3 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.

STV51.4 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.


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FPP51. Equality of votes

FPP51.1 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.


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PART 7: FINAL PROCEEDINGS IN CONTESTED AND UNCONTESTED ELECTIONS

FPP52. Declaration of result for contested elections

FPP52.1 In a contested election, when the result of the poll has been ascertained, the

returning officer is to:

(a) declare the candidate or candidates whom more votes have been given than for

the other candidates, up to the number of vacancies to be filled on the council

of governors from the constituency, or class within a constituency, for which

the election is being held to be elected,

(b) give notice of the name of each candidate who he or she has declared elected:

(i) where the election is held under a proposed constitution pursuant to

powers conferred on the [insert name] 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.

FPP52.2 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

FPP44.5,

(c) the number of rejected text voting records under each of the headings in rule

FPP44.10,

available on request.

STV52. Declaration of result for contested elections

STV52.1 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 [insert name] 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


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(c) give public notice of the name of each candidate who he or she has declared

elected.

STV52.2 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

STV44.1,

(f) the number of rejected text voting records under each of the headings in rule

STV44.3,

available on request.

53. Declaration of result for uncontested elections

53.1 In an uncontested election, the returning officer is to as soon as is practicable after

final day for the delivery of notices of withdrawals by candidates from the election:

(a) declare the candidate or candidates remaining validly nominated to be elected,

(b) give notice of the name of each candidate who 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.


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PART 8: DISPOSAL OF DOCUMENTS

54. Sealing up of documents relating to the poll

54.1 On completion of the counting at a contested election, the returning officer is to seal

up the following documents in separate packets:

(a) the counted ballot papers, internet voting records, telephone voting records and

text voting records,

(b) the ballot papers and text voting records endorsed with “rejected in part”,

(c) the rejected ballot papers and text voting records, and

(d) the statement of rejected ballot papers and the statement of rejected text voting

records,

and ensure that complete electronic copies of the internet voting records, telephone



54.2 The returning officer must not open the sealed packets of:

(a) the disqualified documents, with the list of disqualified documents inside it,

(b) the list of spoilt ballot papers and the list of spoilt text message votes,

(c) the list of lost ballot documents, and

(d) the list of eligible voters,

or access the complete electronic copies of the internet voting records, telephone

voting records and text voting records created in accordance with rule 26 and held in


54.3 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.

55. Delivery of documents

55.1 Once the documents relating to the poll have been sealed up and endorsed pursuant

to rule 56, the returning officer is to forward them to the chair of the corporation.

56. Forwarding of documents received after close of the poll

56.1 Where:


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(a) any voting documents are received by the returning officer after the close of

the poll, or

(b) any envelopes addressed to eligible voters are returned as undelivered too late

to be resent, or

(c) any applications for replacement voting information are made too late to

enable new voting information to be issued,

the returning officer is to put them in a separate packet, seal it up, and endorse and

forward it to the chairman of the corporation.

57. Retention and public inspection of documents

57.1 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 board of directors of the corporation, cause them to be

destroyed.

57.2 With the exception of the documents listed in rule 58.1, 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.

57.3 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.

58. Application for inspection of certain documents relating to an election

58.1 The corporation may not allow:

(a) the inspection of, or the opening of any sealed packet containing –

(i) any rejected ballot papers, including ballot papers rejected in part,

(ii) any rejected text voting records, including text voting records rejected

in part,

(iii) any disqualified documents, or the list of disqualified documents,

(iv) any counted ballot papers, internet voting records, telephone voting

records or text voting records, or

(v) the list of eligible voters, or

(b) access to or the inspection of the complete electronic copies of the internet

voting records, telephone voting records and text voting records created in

accordance with rule 26 and held in a device suitable for the purpose of

storage,

by any person without the consent of the board of directors of the corporation.

58.2 A person may apply to the board of directors of the corporation to inspect any of the

documents listed in rule 58.1, and the board of directors of the corporation may only


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consent to such inspection if it is satisfied that it is necessary for the purpose of

questioning an election pursuant to Part 11.

58.3 The board of directors of the corporation’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.

58.4 On an application to inspect any of the documents listed in rule 58.1 the board of

directors of the corporation must:

(a) in giving its consent, and

(b) in making the documents available for inspection

ensure that the way in which the vote of any particular member has been given shall

not be disclosed, until it has been established –

(i) that his or her vote was given, and

(ii) that Monitor has declared that the vote was invalid.


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PART 9: DEATH OF A CANDIDATE DURING A CONTESTED ELECTION

FPP59. Countermand or abandonment of poll on death of candidate

FPP59.1 If at a contested election, proof is given to the returning officer’s satisfaction before

the result of the election is declared that one of the persons named or to be named as

a candidate has died, then the returning officer is to:

(a) countermand notice of the poll, or, if voting information has been issued,

direct that the poll be abandoned within 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.

FPP59.2 Where a new election is ordered under rule FPP59.1, 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.

FPP59.3 Where a poll is abandoned under rule FPP59.1(a), rules FPP59.4 to FPP59.7 are to

apply.

FPP59.4 The returning officer shall not take any step or further step to open envelopes or deal

with their contents in accordance with rules 38 and 39, and is to make up separate

sealed packets in accordance with rule 40.


(a) count and record the number of ballot papers, internet voting records,

telephone voting records and text voting records that have been received,

(b) seal up the ballot papers, internet voting records, telephone voting records and

text voting records into packets, along with the records of the number of ballot

papers, internet voting records, telephone voting records and text voting

records and

ensure that complete electronic copies of the internet voting records telephone



FPP59.6 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.


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FPP59.7 Once the documents relating to the poll have been sealed up and endorsed pursuant

to rules FPP59.4 to FPP59.6, the returning officer is to deliver them to the chairman

of the corporation, and rules 57 and 58 are to apply.

STV59. Countermand or abandonment of poll on death of candidate

STV59.1 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 documents 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 documents 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.

STV59.2 The ballot documents which have preferences recorded for the candidate who has

died are to be sealed with the other counted ballot documents pursuant to rule

54.1(a).


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PART 10: ELECTION EXPENSES AND PUBLICITY

Election expenses

60. Election expenses

60.1 Any expenses incurred, or payments made, for the purposes of an election which

contravene this Part are an electoral irregularity, which may only be questioned in

an application made to Monitor under Part 11 of these rules.

61. Expenses and payments by candidates

61.1 A candidate may not incur any expenses or make a payment (of whatever nature) for

the purposes of an election, other than expenses or payments that relate to:

(a) personal expenses,

(b) travelling expenses, and expenses incurred while living away from home, and

(c) expenses for stationery, postage, telephone, internet(or any similar means of

communication) and other petty expenses, to a limit of £100.

62. Election expenses incurred by other persons

62.1 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.

62.2 Nothing in this rule is to prevent the corporation from incurring such expenses, and

making such payments, as it considers necessary pursuant to rules 63 and 64.

Publicity

63. Publicity about election by the corporation

63.1 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.


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63.2 Any information provided by the corporation about the candidates, including

information compiled by the corporation under rule 64, 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.

63.3 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.

64. Information about candidates for inclusion with voting information

64.1 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.

64.2 The information must consist of:

(a) a statement submitted by the candidate of no more than 250 words,

(b) if voting by telephone or text message is a method of polling for the election,

the numerical voting code allocated by the returning officer to each

candidate, for the purpose of recording votes using the telephone voting

facility or the text message voting facility (“numerical voting code”), and

(c) a photograph of the candidate.

65. Meaning of “for the purposes of an election”

65.1 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.

65.2 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.


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PART 11: QUESTIONING ELECTIONS AND THE CONSEQUENCE OF

IRREGULARITIES

66. Application to question an election

66.1 An application alleging a breach of these rules, including an electoral irregularity

under Part 10, may be made to Monitor for the purpose of seeking a referral to the

independent election arbitration panel ( IEAP).

66.2 An application may only be made once the outcome of the election has been

declared by the returning officer.

66.3 An application may only be made to Monitor 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.

66.4 The application must:

(a) describe the alleged breach of the rules or electoral irregularity, and

(b) be in such a form as the independent panel may require.

66.5 The application must be presented in writing within 21 days of the declaration of the

result of the election. Monitor will refer the application to the independent election

arbitration panel appointed by Monitor.

66.6 If the independent election arbitration panel requests further information from the

applicant, then that person must provide it as soon as is reasonably practicable.

66.7 Monitor shall delegate the determination of an application to a person or panel of

persons to be nominated for the purpose.

66.8 The determination by the IEAP 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.

66.9 The IEAP may prescribe rules of procedure for the determination of an application

including costs.


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PART 12: MISCELLANEOUS

67. Secrecy

67.1 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

voting information or who has or has not voted,

(ii) the unique identifier on any ballot paper,

(iii) the voter ID number allocated to any voter,

(iv) the candidate(s) for whom any member has voted.

67.2 No person may obtain or attempt to obtain information as to the candidate(s) for

whom a voter is about to vote or has voted, or communicate such information to any

person at any time, including the unique identifier on a ballot paper given to a voter

or the voter ID number allocated to a voter.

67.3 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.

68. Prohibition of disclosure of vote

68.1 No person who has voted at an election shall, in any legal or other proceedings to

question the election, be required to state for whom he or she has voted.

69. Disqualification

69.1 A person may not be appointed as a returning officer, or as staff of the returning

officer pursuant to these rules, if that person is:

(a) a member of the 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.


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70. Delay in postal service through industrial action or unforeseen event

70.1 If industrial action, or some other unforeseen event, results in a delay in:

(a) the delivery of the documents in rule 24, or

(b) the return of the ballot papers,

the returning officer may extend the time between the publication of the notice of

the poll and the close of the poll by such period as he or she considers appropriate.


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ANNEX 5 – ADDITIONAL PROVISIONS – COUNCIL OF GOVERNORS

1 Council of Governors: Appointed Governors

The Appointed Governors are to be appointed by their appointing organisation in accordance with a process agreed from time to time with the Trust Secretary.

2 Council of Governors: Transitional Provisions for the Initial Elected Governors only

2.1 Subject to any other provisions of the constitution, the governors that are elected to the Council of Governors (the “Initial Elected Governors”) in the first elections to the Council of Governors (the “Initial Election”) shall hold office as follows.

2.2 Where a constituency or class of a constituency is entitled to elect one Initial Elected Governor at the Initial Election the successful candidate shall serve for a period of three years. Where a constituency or class of a constituency is entitled to elect two Initial Elected Governors at the Initial Election, the candidate who secures the highest number of votes within each constituency shall serve for the period of three years. The candidate who secures the next highest number of votes shall serve for a period of two years. Where a constituency or class of a constituency is entitled to elect:

2.2.1 three Initial Elected Governors within a constituency or class, the two with the highest number of votes will hold office for three years;

2.2.2 four Initial Elected Governors within a constituency or class, the three with the highest number of votes will hold office for three years;

2.2.3 five Initial Elected Governors within a constituency or class, the three with the highest number of votes will hold office for three years;

2.2.4 six Initial Elected Governors within a constituency or class, the four with the highest number of votes will hold office for three years

and the remaining Initial Elected Governors in that constituency/class will hold office for two years.

2.3 In circumstances where either no candidates have stood for office, or, where the number of candidates who have stood for office is insufficient to fill all of the vacancies in question, the trust will hold further elections for that vacant office as soon as is reasonably practicable.


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3 Council of Governors: Eligibility to be on the Council of Governors

In this section 3.1:

“Health Service Body” has the meaning in section 9(4) of the National Health Service Act 2006 (as amended from time to time); and

“NHS Organisation” means any Health Service Body or any NHS foundation trust.

“Council of Governors Roles and Responsibilities Statement” means the trust’s Council of Governors Roles and Responsibilities Statement (as amended or replaced)

“Working Day” means a day of the week not including a Saturday, Sunday or a public holiday

3.1 A person shall not be eligible to become or continue in office as a Governor of the trust if:

3.1.1 in the case of an Elected Governor, he ceases to be a member of the constituency (or class within a constituency) which he represents;

3.1.2 in the case of an Appointed Governor, the appointing organisation withdraws its sponsorship of him or ceases to exist;

3.1.3 any of the grounds contained in paragraphs 15.1 of the constitution apply to him, or he fails to satisfy the requirement in paragraph 15.2 of the constitution;

3.1.4 he has within the preceding two years been dismissed (otherwise than by reason of redundancy, by the coming to the end of a fixed term contract, or through ill health) from any paid employment with an NHS Organisation (including, without limitation, the trust);

3.1.5 he is a person whose tenure of office as a chairman or as a member or director of an NHS Organisation has been terminated on the grounds that his appointment is not in the interests of public service, for non-attendance at meetings, or for non-disclosure of an interest in accordance with the standing orders for the Council of Governors;

3.1.6 he is a person who by reference to information revealed by a disclosure and barring service check is considered by the trust to be inappropriate whether on the grounds that his appointment might adversely affect public confidence in the trust (or bring the trust into disrepute) or otherwise;

3.1.7 he has failed to make, or has falsely made, any declaration as required by the constitution;


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3.1.8 he is on a list maintained in accordance with section 141C (list of persons prohibited from teaching etc) of the Education Act 2002;

3.1.9 he is an executive or non-executive director of the trust,

3.1.10 he is an executive director, a non-executive director or a governor of another NHS foundation trust,

3.1.11 he is an executive or non-executive director, chairman, chief executive officer of either another NHS Organisation or a body corporate whose business includes the provision of health care services, which in either case provides to a material extent services which are the same as, or substantially similar to, any services provided by the Trust;

3.1.12 he is a person who is a subject of a disqualification order made under the Company Directors' Disqualification Act 1986;

3.1.13 he is or has been a “relevant offender” for the purposes of the Sexual Offences Act 2003;

3.1.14 within the preceding five years he has been convicted in the British Islands 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;

3.1.15 he is a member of a local Authority Health Overview and Scrutiny Committee;

3.1.16 Monitor 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 or Monitor 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;

3.1.17 he has received a written warning from the trust for verbal and/or physical abuse towards trust staff;

3.1.18 (in relation to a person that is seeking to become a Governor) his term of office has been terminated pursuant to paragraph 4 of this Annex below within the 3 year period specified in paragraph 4.5 below

3.1.19 he is a person who is incapable by reason of mental disorder, illness or injury of managing and/or administering his property and/or his affairs;

3.1.20 he is a person who is an occupant of the same household and/or is the spouse, partner, parent or child of a Director or Governor of the trust;


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3.1.21 he is a person who has refused without reasonable cause to undertake any training which the trust and/or the Council of Governors requires Governors to undertake;

3.1.22 he is a person who has failed to sign and deliver to the Trust Secretary (within such reasonable period as the trust has specified) a statement in the form required by the trust confirming acceptance of the Governors' Code of Conduct (in the form in force from time to time);

3.1.23 he is a person that has otherwise failed to fulfil any formalities that are required by the trust to be completed before the individual becomes a Governor;

3.1.24 he is a member of a Staff Class and any professional registration relevant to his eligibility to be a member of that Staff Class has been suspended by the appropriate professional regulatory body for a continuous period of more than six months;

3.1.25 he/she has had his/her name removed (by reason of inefficiency, fraud or unsuitability) in accordance with the NHS (Performers List) Regulations 2013 (as amended or replaced) and has not subsequently had his/her name included in such a list; or

3.1.26 he has failed to repay (without good cause) any monies properly owed to the trust.

3.2 Where a person has been elected or appointed to be a Governor and he becomes disqualified or removed from office under paragraph 15 of the constitution or paragraph 3.1 of this Annex above, he shall notify the Trust Secretary in writing of such disqualification and/or (as the case may be) removal as soon as practicable and in any event within 14 working days of first becoming aware of those matters which rendered him disqualified or removed.

3.3 If it comes to the notice of the Trust Secretary that the Governor is disqualified pursuant to paragraph 15 of the constitution or paragraph 3.1 of this Annex above, whether at the time of the Governor’s appointment or later, the Trust Secretary shall immediately declare that the individual in question is disqualified and give him notice in writing to that effect as soon as practicable and in any event within 14 working days of the date of the said declaration. In the event that the Governor shall dispute that he is disqualified, and notifies the trust in writing within 14 working days of the date upon which the notice was given to the Governor, paragraph 8 of Annex 8 below shall apply and the Trust Secretary shall implement the outcome of the independent assessor’s decision.

3.4 Upon the giving of notice under paragraphs 3.2 and/or 3.3 of this Annex above (but subject to the independent assessor’s decision where paragraph 8 of Annex 8 applies) that person’s tenure of office (if any) shall


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be terminated and he shall cease to act as a Governor and his name shall be removed from the register of Governors.

4 Council of Governors: Termination of Tenure

4.1 A Governor's term of office shall be also terminated immediately:

4.1.1 by the Governor giving notice in writing to the Trust Secretary of his resignation from office at any time during that term of office;

4.1.2 by the trust if any grounds exist under paragraph 4.2 of this Annex and paragraph 4.3 of this Annex applies;

4.1.3 he has failed to attend two successive meetings of the Council of Governors unless the Council of Governors are satisfied by a majority of three-quarters that:

(a) the absence was due to a reasonable cause; and

(b) he will be able to start attending meetings of the Council of Governors within such a period as the other Governors consider reasonable.

4.2 The grounds specified in paragraph 4.1.2 of this Annex are that:

4.2.1 the Governor has adversely affected the ability of the trust to: fulfil its principal purpose or its other purposes under this constitution, or otherwise discharge its duties and functions;

4.2.2 the Governor has adversely affected the ability of the trust to work with other persons or bodies with whom it is engaged or may be engaged in the provision of goods and services;

4.2.3 the Governor has adversely affected public confidence in the goods and services provided by the trust;

4.2.4 the Governor brings the trust into disrepute;

4.2.5 the Governor’s actions are considered to be detrimental to the interests of the trust;

4.2.6 it would not be in the best interests of the trust for that person to continue in office as a Governor;

4.2.7 the Governor is considered by the Council of Governors to be 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;

4.2.8 the Governor’s conduct as a Governor has failed to comply with the values and principle of the National Health Service or the trust;


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4.2.9 the Governor has an actual or potential conflict of interest which prevents the proper exercise of their duties; or

4.2.10 the Governor has committed a breach of the Code of Conduct for Governors.

4.3 If the Governor in question is adjudged to have acted in accordance with any of the grounds specified in paragraph 4.2 of this Annex above, by a majority of three-quarters of the Council of Governors present and voting, then the Governor will vacate his office immediately.

4.4 Any decision of the Council of Governors to terminate a Governor’s tenure of office may be referred by the Governor concerned to the independent assessor pursuant to paragraph 8 of Annex 8 of the constitution within 14 working days of the date upon which notice in writing of the Council of Governor’s decision made in accordance with paragraph 4.3 of this Annex is communicated to the Governor concerned. The Council of Governors shall implement the outcome of any dispute resolution.

4.5 A Governor who resigns under paragraph 4.1.1 of this Annex or whose office is terminated under this paragraph 4 or paragraph 3 of this Annex above shall not be eligible to stand for re-election to the Council of Governors for a period of three 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 later.

4.6 In the event that an elected Governor’s seat falls vacant before the end of the term of office, the provisions as set out at paragraph 5 of this Annex below shall apply.

5 Council of Governors: Vacancies

5.1 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.

5.2 Where the vacancy arises amongst the Appointed Governors, the trust will request that the relevant appointing/sponsoring organisation appoint a "Replacement Governor" within 30 working days to hold office for the remainder of the former governor’s term of office.

5.3 Subject to the provisions of paragraphs 5.4 and 5.5 of this Annex below, where the vacancy arises amongst the Elected Governors, the Council of Governors shall:

5.3.1 offer the candidate who was ranked next highest in the last election for the constituency, class or Staff Class (as the case may be) in which the vacancy has arisen the opportunity to assume the vacant office of Governor until the next annual election, at which time the seat will fall vacant and subject to election for any unexpired period of office;


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5.3.2 if that candidate does not accept that invitation within 14 working days of the date of the invitation then the vacant office shall be offered to that candidate who was next highest ranked in the last held 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, paragraph 5.3.3 of this Annex below shall apply; or

5.3.3 call an election within three months to fill the seat for the remainder of that term of office.

5.4 Subject to the provisions of paragraph 5.5 of this Annex below, 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.

5.5 Where the termination of a Governor’s term of office causes the total number of Public Governors to be equal to or fewer than the other Governors, then an election for that vacant office shall be held as soon as reasonably practicable.

5.6 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.

6 Appointment, suspension and removal of the Chairman and other Non-Executive Directors

6.1 The Chairman and other Non-Executive Directors are to be appointed by the Council of Governors following a process of open competition (but subject to paragraph 25 of the constitution). On expiry of their term, the then current Chairman or Non-Executive Directors may stand for reappointment for a term of such duration as is compliant with the NHS Foundation Trust Code of Governance. Six months before the end of the term of office of the Chairman or a Non-Executive Director (as the case may be), the Council of Governors will adopt a procedure as set out at paragraph 7 of this Annex below for selecting candidates for the offices of the Chairman and the Non-Executive Directors which shall provide for the process to be open and fair and in accordance with any guidance issued by Monitor.

6.2 Removal of the Chairman or another Non-Executive Director shall in accordance with the procedure set out in paragraphs 26.1 and 26.2 of the constitution require approval of three-quarters of the members of the Council of Governors and where practicable, shall be subject to the Council of Governors first ensuring that they have complied in full with the Trust’s Engagement Policy (as defined in Annex 6 below).


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6.3 Suspension of the Chairman or another Non-Executive Director (including approval of the duration of the suspension and any terms applicable to the period during which the Chairman is suspended) shall also require the approval of three-quarters of the members of the Council of Governors.

6.4 Pending the establishment of the Council of Governors, the matters referred to at paragraph 35.1 of the constitution shall, for the initial Chairman and Non-Executive Directors, be dealt with in accordance with the terms and conditions applicable to non-executive directors of the applicant NHS Trust.

7 Council of Governors: Nominations and Remuneration Committee

7.1 The Council of Governors shall establish a committee of its members to be called the Nominations and Remuneration Committee to assist the Council of Governors in the selection of candidates for the office of Chairman and Non-Executive Directors.

7.2 The Chairman or an independent non-executive director will chair the Nominations and Remuneration Committee provided that a person may not act as the chair of the committee if the role that they occupy is being considered as part of the agenda. Where the appointment of the Chairman or any non-executive director is to be considered, a governor can (at the discretion of the Nomination and Remuneration Committee) chair the committee.

The functions of the Nominations and Remuneration Committee shall be as follows:

7.2.1 determine a criteria and agree with the Council of Governors a 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 (but subject to paragraph 25 of the constitution) and any candidates for the office of Chairman must meet the independence criteria set out in the NHS Foundation Trust Code of Governance;

7.2.2 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 Nominations and Remuneration Committee shall be at liberty to seek advice and assistance from persons other than members of the Nominations and Remuneration Committee or the Council of Governors;

7.2.3 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;


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7.2.4 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 Nominations and Remuneration Committee the results of such monitoring ought properly to be brought to the attention of the Council of Governors; and

7.2.5 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

7.3 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 as to the suitability of the available candidates including (but not limited to) their qualifications, skills and experience.

7.4 The Council of Governors may consider candidates for membership of the Board of Directors other than those made by the Nominations and Remuneration Committee (but subject to paragraph 25 of the constitution).


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ANNEX 6 – STANDING ORDERS FOR THE PRACTICE AND PROCEDURE OF THE COUNCIL OF GOVERNORS

CONTENTS:

INTRODUCTION DEFINITIONS THE COUNCIL OF GOVERNORS MEETINGS OF THE COUNCIL OF GOVERNORS

Admission of the Public Calling Meetings Notice of Meetings Annual Meeting Setting the Agenda Petitions Chairman of Meeting Agenda Report from the Board of Directors Chairman’s Ruling Voting Minutes Suspension of Standing Orders Variation and Amendment of Standing Orders Record of Attendance Quorum

LEAD GOVERNOR AND DEPUTY LEAD GOVERNOR COMMITTEES DECLARATIONS OF INTERESTS AND REGISTER OF INTERESTS STANDARDS OF BUSINESS CONDUCT APPOINTMENTS AND RECOMMENDATIONS REMUNERATION AND EXPENSES RESOLUTION OF DISPUTES

MISCELLANEOUS


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1 INTRODUCTION

1.1 The Derbyshire Community Health Services NHS Foundation Trust (the "Trust”) became a Public Benefit Corporation on [ ] following authorisation by Monitor pursuant to the National Health Service Act 2006 (the “2006 Act”).

1.2 The principal place of business of the Trust is Newholme Hospital, Baslow Road, Bakewell, Derbyshire, DE45 1AD

1.3 The Trust is governed by the 2006 Act (as amended), its Constitution and the licence granted by Monitor (the "Regulatory Framework"). The functions of the Trust are conferred by the Regulatory Framework. The Regulatory Framework requires the Council of Governors of the Trust to adopt Standing Orders for the regulation of its proceedings and business and to adhere at all times to the Code of Conduct for Governors.

2 DEFINITIONS

2.1 In these Standing Orders:

"2006 Act" means the National Health Service Act 2006, as amended by the Health and Social Care Act 2012

"Annual Accounts" means those accounts prepared by the Trust pursuant to paragraph 25 of Schedule 7 of the 2006 Act

"Annual Report" means a report prepared by the Trust pursuant to paragraph 26 of Schedule 7 to the 2006 Act

"Auditor" means the Auditor of the Trust appointed by the Council of Governors pursuant to paragraph 40 of the Constitution

"Board of Directors" means the Board of Directors of the Trust as constituted in accordance with the Constitution

"Chairman" means the Chairman of the Council of Governors appointed in accordance with the Constitution to ensure that the Council of Governors and the Board of Directors successfully discharge their overall responsibilities for the Trust as a whole. The expression “Chairman of the Trust” shall be deemed to include the Vice Chairman or any other Non-Executive Director appointed in the event that the Chairman and Vice Chairman are absent from the meeting or are otherwise unavailable

"Chief Executive" means the Chief Executive of the Trust

"Code of Conduct" means any code which the Trust may publish from time to time to govern or guide the conduct of the Council of Governors of the Trust


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"Constitution" means the Constitution together with the attached Annexes

"Council of Governors" means the Council of Governors as constituted in accordance with the Constitution

"Financial Year" means the period beginning with the date on which the Trust is authorised pursuant to the 2006 Act and ending on the following 31 March, and each successive period of 12 months beginning 1 April

"Governor" means a member of the Council of Governors elected or appointed as provided by the Constitution

“Monitor” is the body corporate known as Monitor, as provided by Section 61 of the Health and Social Care Act 2012.

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

"Nominations and Remuneration Committee" means the committee established in accordance with paragraph 7 of Annex 5 of the Constitution

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

"Public Constituency" means an area specified as an area for a public constituency pursuant to paragraph 7 / annex 1 of the Constitution

"Standing Orders (SO)" means the Standing Orders of the Council of Governors

"Staff Constituency" means the constituency of staff of the Trust constituted in accordance with paragraph 8 of the Constitution

"Trust" means Derbyshire Community Health Services NHS Foundation Trust

"Trust Secretary" means a person appointed by the Trust (jointly by the Chief Executive and the Chairman) to be the Trust Secretary whose responsibilities in relation to the Council of Governors are likely to include (without limitation) acting independently of the Council of Governors, providing advice on corporate governance issues to the Council of Governors and the Chairman and monitoring the Trust’s compliance with the Regulatory Framework and these Standing Orders

"Vice Chairman" means one of the Non-Executive Directors appointed by the Council of Governors, either generally or for a specific meeting, to preside at a meeting of the Council of Governors in the absence of the Chairman

"Voluntary Organisation" means a body, other than a public or local authority, the activities of which are not carried on for profit


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“Working Day” means a day of the week not including Saturday, Sunday or a public holiday

2.2 Words importing the masculine gender include the feminine gender and vice versa.

3 THE COUNCIL OF GOVERNORS

3.1 In addition to the general duties in paragraph 16 of the Constitution, the general roles and responsibilities of the Governors are as follows:

3.1.1 ensure that the Trust operates in accordance with its Constitution;

3.1.2 advise the Board of Directors when requested to do so by the Board of Directors regarding the Trust's future plans and priorities;

3.1.3 to monitor the performance of the Trust against its forward plan 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 at its meetings, and being able to consider and comment on that performance;

3.1.4 ensure continued success of the organisation through overseeing of effective management, partnership working and maintenance of NHS values and principles;

3.1.5 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;

3.1.6 to share local responsibility for the success of the Trust, in particular by building and sustaining a wide consensus to the vision for the Trust and by members representing the services to their respective communities and organisations and vice versa;

3.1.7 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;

3.1.8 providing views to the Board of Directors on 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;

3.1.9 developing membership;

3.1.10 representing the interests of the Members; and

3.1.11 holding the Board of Directors to account in relation to the Trust's performance in accordance with the Regulatory Framework.


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3.2 The roles and responsibilities of the Governors also include (without limitation):

3.2.1 subject to paragraphs 26 and 27 of the Constitution, to appoint or remove the Chairman and the other Non-Executive Directors;

3.2.2 to decide the remuneration and allowances, and the other terms and conditions of office, of the Chairman and the other Non-Executive Directors;

3.2.3 to appoint or remove the Auditor;

3.2.4 to receive and consider the annual accounts, any report of the Auditor on them and the Annual Report including the Quality Account;

3.2.5 to consider resolutions to remove a Governor pursuant to Annex 5 above;

3.2.6 approve (by a majority of the Council of Governors voting) an appointment (by the Non-Executive Directors) of the Chief Executive (and Accounting Officer) other than the initial Chief Executive appointed in accordance with paragraph 19(5) of Schedule 7 to 2006 Act;

3.2.7 give the views of the Council of Governors to the Directors for the purposes of the preparation (by the Directors) of the forward plan in respect of each Financial Year to be given to Monitor; and/or

3.2.8 respond as appropriate when consulted by the Directors.

3.3 Notwithstanding the provisions of paragraphs 3.1 and 3.2 of these Standing Orders, the Governors may exercise other functions at the request of the Board of Directors.

3.4 Notwithstanding the provision of paragraphs 3.1 and 3.2 of these Standing Orders, the Governors shall exercise their own skill and judgement in the conduct of Trust affairs and shall in their stewardship of Trust affairs bring an appropriate perspective of the constituency or organisation by which they were elected or appointed.

3.5 The Council of Governors may, through the Trust Secretary, request that advisers assist it in carrying out its duties.

3.6 A governor may, in the circumstances specific in paragraphs 19.1 and 19.2 of the Constitution, refer certain matters to a panel appointed by Monitor.

3.7 All business shall be conducted in the name of the Trust.


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4 MEETINGS OF THE COUNCIL OF GOVERNORS

4.1 Admission of the Public

4.1.1 The public shall be entitled to attend all meetings of the Council of Governors except where the Council of Governors resolves that members of the public shall be excluded from all or part of a meeting on the grounds that:

(a) any publicity would be prejudicial to the public interest by reason of the confidential nature of the business to be transacted; or

(b) for other reasons stated in the resolution and arising from the nature of the business or the proceedings, that the Council of Governors believe are special reasons for excluding the public from the meeting in accordance with the Constitution.

4.1.2 Nothing in these SOs shall require the Council of Governors to allow members of the public and representatives of the press to record proceedings in any manner whatsoever, other than writing, or to make any oral report of proceedings as they take place, without the prior agreement of the Council of Governors.

4.2 Calling Meetings

4.2.1 Meetings of the Council of Governors shall be held at such times and places as the Council of Governors may determine and there shall be at least four meetings in any year including:

(a) an annual meeting no later than the 30 November in each year (apart from the first year) when the Council of Governors are to receive and consider the Annual Accounts, any report by the Auditor, the Annual Report including the Quality Account; and

(b) any other meetings required of the Governors in order to fulfil their functions in accordance with the Constitution.

4.2.2 The Chairman may call a meeting of the Council of Governors at any time. If the Chairman refuses to call a meeting after a requisition for that purpose, signed by at least three quarters of the members of the Council of Governors and specifying the business to be transacted at the meeting, has been presented to him, or if, without so refusing, the Chairman does not call a meeting within five working days after such requisition has been presented to him at the Trust’s headquarters, such three-quarters or more of the Governors may forthwith call a meeting for the purpose of conducting that business.

4.2.3 The Council of Governors may invite the Chief Executive, member of the Board of Directors or a representative of the financial auditor or other advisors to attend a meeting of the Council of Governors.


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4.2.4 The Council of Governors may agree that its Governors can participate in its meetings by telephone or video link. Participation in a meeting in this manner shall be deemed to be exceptional but shall constitute presence in person at the meeting for the purposes of paragraph 4.16 of these Standing Orders (Quorum).

4.3 Notice of Meetings

4.3.1 Before each meeting of the Council of Governors, 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, or sent by post to the usual place of residence of every Governor, so as to be available to him at least 10 working days before the meeting, save in the case of emergencies.

4.3.2 Before each meeting of the Council of Governors, a public notice of the time and place of the meeting, and if possible, the public part of the Agenda, shall be displayed at the Trust's headquarters and shall be advertised on the Trust’s website at least 10 working days before the meeting, save in the case of emergencies.

4.3.3 Want of service of the notice on any Governor shall not affect the validity of a meeting but failure to serve such a notice on more than three Governors will invalidate the meeting. A notice shall be presumed to have been served at the time at which the notice would be delivered in the ordinary course of posting.

4.3.4 In the case of a meeting called by Governors in default of the Chairman, the notice shall be signed by those Governors and no business shall be transacted at the meeting other than that specified in the requisition.

4.3.5 Agendas will be sent to Governors before the meeting and supporting papers, whenever possible, shall accompany the Agenda, but will be despatched no later than five working days before the meeting, save in the case of emergencies. It is the responsibility of the Chairman to ensure that sufficient information is provided to Governors to ensure that rational discussion can take place.

4.3.6 In the event of an emergency giving rise to the need for an immediate meeting, failure to comply with the notice periods referred to in this paragraph 4.3 shall not prevent the calling of or invalidate such meeting provided that every effort is made to contact members of the Council of Governors who are not absent from the United Kingdom and the agenda for the meeting is restricted to matters arising in that emergency.

4.4 Annual General Meeting

4.4.1 The Council of Governors shall hold an annual general meeting of the Council of Governors in every calendar year so that there is no


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more than fifteen calendar months between one annual general meeting and the next and shall present to that meeting (in addition to any other requirement):

(a) A report on the proceedings of its meetings held since the last annual general meeting;

(b) A report on the progress since the last annual general meeting in developing the membership strategy including the steps taken to ensure that the actual membership of its Public Constituency is fully representative of the persons who are eligible to be members under the Constitution;

(c) A report on any change to the Governors which has taken place since the last annual general meeting; and

(d) A report containing such comments as it wishes to make regarding the performance of the Trust and the accounts of the Trust for the preceding Financial Year and the future service development plans of the Trust.

4.5 Setting the Agenda

4.5.1 The Council of Governors may determine that certain matters shall appear on every Agenda for a meeting and shall be addressed prior to any other business being conducted.

4.5.2 A member of the Council of Governors desiring a matter to be included on an Agenda, including a formal proposition for discussion and voting on at a meeting, shall make his request in writing to the Chairman via the Trust Secretary at least 21 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 21 working days before a meeting may be included on the Agenda at the discretion of the Chairman.

4.6 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 meeting of the Council of Governors.

4.7 Chairman of Meeting

4.7.1 At any Council of Governors meeting, the Chairman, if present, shall preside.

4.7.2 If the Chairman is absent from the meeting or is absent temporarily on the grounds of a declared conflict of interest, the Vice Chairman shall preside.


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4.7.3 If the Vice Chairman is absent from the meeting or is absent temporarily on the grounds of a declared conflict of interest, another Non-Executive Director appointed by the Council of Governors shall preside.

4.8 Agenda

4.8.1 Where a Governor has requested inclusion of a matter on the Agenda in accordance with paragraph 4.5.2 of these Standing Orders above as a matter to be formally proposed for discussion and voting on at the meeting, the provisions of this paragraph 4.8 shall apply in respect of the proposition.

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

4.8.3 When a proposition is under discussion or immediately prior to discussion it shall be open to a Governor to move:

(a) an amendment to the proposition;

(b) the adjournment of the discussion or the meeting;

(c) that the meeting proceed to the next business;

(d) the appointment of an ad hoc committee to deal with a specific item of business;

(e) that the motion be now put;

(f) that the public be excluded from the meeting in relation to the discussion concerning the proposition under paragraph 4.1.1 of these Standing Orders above.

4.8.4 In the case of sub-paragraphs 4.8.3(c) and 4.8.3(e) of these Standing Orders above, to ensure objectivity these matters may only be put by a Governor who has not previously taken part in the debate and who is eligible to vote.

4.8.5 No amendment to the proposition shall be admitted if, in the opinion of the Chairman of the meeting, the amendment negates the substance of the proposition.

4.9 Report from the Board of Directors

Unless otherwise agreed in writing, at each meeting of the Council of Governors, a member of the Board of Directors is required to report to the Council of Governors on the Trust’s general position and delivery of the goals identified in its forward plan unless it is agreed in writing they will not do so.


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4.10 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 final.

4.11 Voting

4.11.1 A Governor may not vote at a meeting of the Council of Governors unless, within seven working days prior to the commencement of the meeting he has made a declaration, in the form prescribed from time to time by the Trust Secretary, that he is a member of the constituency which elected him and is not prevented from being a member of the Council of Governors by paragraph 8 of Schedule 7 to the 2006 Act or under the Constitution.

4.11.2 Subject to paragraph 4.11.3 of these Standing Orders (or where the Constitution otherwise expressly provides to the contrary), every question at a meeting shall be determined by a majority of votes and whoever is Chairman of the meeting of the Council of Governors shall in the case of an equality of votes on any question or proposal, have a casting vote.

4.11.3 A resolution for the removal of the Chairman or a Non-Executive Director shall be passed only in accordance with the provisions of paragraphs 26.1 and 26.2 of the Constitution.

4.11.4 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 Governors present so request.

4.11.5 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.

4.11.6 If a Governor so requests, his vote shall be recorded by name upon any vote (other than by paper ballot).

4.11.7 A Governor may only vote if present at the time of the vote on which the question is to be decided; no Governor may vote by proxy but a Governor is considered to have been present at the meeting if they took part by telephone or video link and so is therefore entitled to vote.

4.12 Minutes

4.12.1 The Minutes of the proceedings of a meeting shall be drawn up by the Trust Secretary or their nominee and submitted for agreement at the next ensuing meeting where they will be signed by the Chairman presiding at it.


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4.12.2 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.

4.12.3 Minutes of meetings will be taken and circulated in accordance with Governors’ wishes.

4.13 Suspension of Standing Orders

4.13.1 Except where this would contravene any statutory provision or any direction made by Monitor, any one or more of the SOs may be suspended at any meeting, provided that at least two-thirds of the Governors are present (including one Public Governor and one Staff Governor) and a majority of those present vote in favour of suspension.

4.13.2 A decision to suspend the SOs shall be recorded in the minutes of the meeting.

4.13.3 A separate record of matters discussed during the suspension of Standing Orders shall be made and shall be available to the Chairman and Governors.

4.13.4 No formal business may be transacted while Standing Orders are suspended.

4.14 Review of Standing Orders

4.14.1 The Council of Governors shall review its Standing Orders at least every three years.

4.14.2 No amendment to the Standing Orders shall be enacted except in accordance with paragraph 46 of the Constitution.

4.15 Record of Attendance

The names of the Chairman and Governors present at the meeting shall be recorded in the minutes.

4.16 Quorum

4.16.1 No business shall be transacted at a meeting unless at least one third of the total number of Governors are present with a majority of those present being Public Governors.

4.16.2 If at any meeting there is no quorum present within 30 minutes of the time scheduled for its commencement, the meeting shall stand automatically adjourned for a period of five working days and the Chairman shall give or procure the giving of notice to all Governors of the date, time and place of that adjourned meeting.


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4.16.3 If a Governor has been disqualified from participating in the discussion on any matter and/or from other voting on any resolution by reason of the declaration of a conflict of interest as provided in paragraph 7 of these Standing Orders, 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.

5 LEAD GOVERNOR AND DEPUTY LEAD GOVERNOR

5.1 The Governors shall appoint a “Lead Governor” and a “Deputy Lead Governor” at the first meeting of the Council of Governors and at each annual meeting of the Council of Governors thereafter.

5.2 Without prejudice to the rights of any Governor to communicate directly with the Chairman, the Lead Governor shall be responsible for receiving from Governors and communicating to the Chairman any comments, observations and concerns expressed to him by Governors other than at meetings of the Council of Governors regarding the performance of the Trust or any other serious or material matter relating to the Trust or its business.

5.3 The Deputy Lead Governor shall be responsible for supporting the Lead Governor in his role and for performing the responsibilities of the Lead Governor whenever he is known to be unavailable.

5.4 Each Governor shall communicate any comment, observation or concern which he may have to the Lead Governor in the first instance and only to the Deputy Lead Governor if the Lead Governor is known to be unavailable.

5.5 These appointments shall be made from those Governors who have been elected as Governors from the Public Constituency.

5.6 The Lead Governor and the Deputy Lead Governor so appointed shall hold office until the next annual meeting of the Council of Governors or their term as a Governor expires (whichever is the earlier) but shall be eligible for re-appointment at that time.

5.7 Nominations for appointment as Lead Governor and Deputy Lead Governor shall be sent out with the papers for the first meeting or annual meeting of the Council of Governors as the case may be. Each nomination shall be made in writing by the Governor seeking appointment and must be returned to the principal place of business of the Trust addressed to the Trust Secretary to arrive by a stipulated date.

5.8 There shall be separate forms of nomination for appointment to the position of Lead Governor and the position of Deputy Lead Governor and eligible Governors may be nominated for both positions.


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5.9 In the event of there being two or more nominations for either appointment a secret postal ballot shall be held of all the Governors with each Governor having one vote for each contested appointment.

5.10 The Governor whose nomination receives the largest number of votes for each position shall be appointed.

5.11 In the event of an equality of votes the Trust Chairman shall have a casting vote.

5.12 If a Governor shall receive the largest number of votes for appointment as both Lead Governor and Deputy Lead Governor, that Governor shall be appointed as Lead Governor and the Governor who received the second largest number of votes for the position of Deputy Lead Governor shall be appointed as Deputy Lead Governor

5.13 The result of the ballot shall be announced at the meeting.

6 COMMITTEES

6.1 Subject to such guidance as may be issued by Monitor, the Council of Governors may appoint committees of the Council of Governors to assist it in the proper performance of its functions under the Constitution and the Regulatory Framework, consisting wholly of the Chairman and Governors. Non-governors may attend such meetings, if appropriate, but will not be entitled to vote.

6.2 A committee appointed under paragraph 6.1 of these Standing Orders may, if authorised by the Council of Governors, appoint sub-committees consisting wholly of members of the committee.

6.3 These SOs, as far as they are applicable, shall apply with appropriate alteration to meetings of any committees established by the Council of Governors with the terms “Chairman” to be read as a reference to the Chairman of the committee, and the term “Governor” to be read as a reference to a member of the committee as the context permits.

6.4 Each such committee (and any sub-committees they may form) shall have such terms of reference and be subject to such conditions as the Council of Governors shall decide and shall be in accordance with the Regulatory Framework and any guidance issued by Monitor, but the Council of Governors shall not delegate to any committee any of the powers or responsibilities which are to be exercised by the Council of Governors. Such terms of reference shall have effect as if incorporated into the Standing Orders.

6.5 The committees and sub-committees established by the Council of Governors include (without limitation) a Nominations and Remuneration Committee for the Chairman and other Non-Executive Directors.

6.6 Any committee or sub-committee established under this paragraph 6 may call upon outside advisers to assist them with their tasks, subject to the advance


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agreement of the Board of Directors. Any conflict arising between the Council of Governors and the Board of Directors under this paragraph shall be determined in accordance with the dispute resolution procedure set out in the Council of Governors Roles and Responsibilities Statement.

6.7 The Council of Governors shall approve the appointments to each of the committees and sub-committees which it has formally constituted.

6.8 The Council of Governors may appoint members to serve on joint committees with the Board of Directors or committees of the Board of Directors.

6.9 No governor shall be a full member of more than two committees, save for extra-ordinary circumstances where the Board of Governors shall, at a general meeting, approve the membership on an exceptional basis.

7 DECLARATIONS OF INTERESTS AND REGISTER OF INTERESTS

Declaration of Interests

7.1 Each Governor shall:

7.1.1 avoid situations in which the Governor has (or can have) a direct or indirect interest that conflicts (or possibly may conflict) with the interests of the trust; and

7.1.2 not accept a benefit from a third party by reason of being a Governor or doing (or not doing) anything in that capacity.

7.2 Paragraph 7.1.1 is not infringed if –

7.2.1 the situation cannot reasonably be regarded as likely to give rise to a conflict of interest, or

7.2.2 the matter has been authorised in accordance with the constitution.

7.3 The duty referred to in sub-paragraph 7.1.2 is not infringed if acceptance of the benefit cannot reasonably be regarded as likely to give rise to a conflict of interest.

7.4 In sub-paragraph 7.1.2, “third party” means a person other than –

7.4.1 the trust, or

7.4.2 a person acting on its behalf.

7.5 If a Governor has a pecuniary, personal or family interest, 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 considered by the Council of Governors, the Governor shall disclose that interest to the members of the Council of Governors and the Trust Secretary as required by this paragraph 7.


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7.6 Such a declaration shall be made:

7.6.1 at the time of the Governor’s election or appointment or within 20 working days thereof, or otherwise as soon as he becomes aware of the existence of that interest, and in a form prescribed by the Trust Secretary from time to time; and

7.6.2 if a Governor is present at a meeting of the Council of Governors and has an interest in any matter which is the subject of consideration, he shall as soon as practicable (and before any vote is taken) disclose the fact (and shall complete a declaration form, as prescribed by the Trust Secretary from time to time, as soon as possible thereafter).

7.7 If a declaration under this paragraph 7 proves to be, or becomes, inaccurate or incomplete, a further declaration must be made.

7.8 This paragraph 7 does not require a declaration of an interest of which the Governor is not aware.

7.9 A Governor need not declare an interest –

7.9.1 if it cannot reasonably be regarded as likely to give rise to a conflict of interest;

7.9.2 if, or to the extent that, the Governors are already aware of it (and an appropriate written declaration has been made to the Trust Secretary);

7.9.3 if, or to the extent that, it concerns the Governor’s election or appointment and has been or is to be considered –

(a) by a meeting of the Council of Governors, or

(b) by a committee of the Governors appointed for the purpose under the constitution.

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

7.10.1 of an interest in any company, body or person with which he is connected 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; or

7.10.2 of any travelling or other expenses or allowances payable to a Governor in accordance with the Constitution.

7.11 If a Governor has declared an interest (as described in SO 7.5 but subject to paragraphs 7.8, 7.9 and 7.10) he shall not take part in the consideration or discussion of the matter in respect of which an interest has been disclosed and shall be excluded from the meeting whilst that matter is under consideration (unless the Chairman determines otherwise). At the time the interests are declared, they should be recorded in the Governor's


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meeting minutes. Any changes in interests should be officially declared at the next relevant meeting following the change occurring.

7.12 The interests of Governors in companies likely or possibly seeking to do business with the NHS should be published in the Trust’s Annual Report. The information should be kept up to date for inclusion in succeeding Annual Reports.

7.13 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 the Constitution and the SOs to be also an interest of the other.

7.14 If Governors have any doubt about the relevance or materiality of an interest, this should be discussed with the Chairman. Influence rather than the immediacy of the relationship is more important in assessing the relevance of an interest. The interests of partners in professional partnerships including General Practitioners should also be considered.

7.15 This SO 7 applies to any committee or sub-committee of the Council of Governors and applies to any member of any such committee or sub-committee (whether or not he is also a Governor).

7.16 Register of Governors

The Register of Governors shall list the names of Governors, their category of membership of the Council of Governors and an address through which they may be contacted, which may be the Trust Secretary.

7.17 Register of Governors’ Interests

The Trust Secretary shall keep a Register of Interests of Governors which shall contain the names of each Governor, whether he has declared any interest, and if so, the interest declared.

8 STANDARDS OF BUSINESS CONDUCT

8.1 Members of the Council of Governors shall comply with the Trust’s Code of Conduct for Governors and any guidance or best practice advice issued by Monitor and will behave in accordance with the seven Nolan principles of behaviour in Public Life.

8.2 Members of the Council of Governors shall comply with the Standing Financial Instructions prepared by the Director of Finance, Performance and Information and approved by the Board of Directors for the guidance of all staff employed by the Trust.

9 APPOINTMENTS AND RECOMMENDATIONS

9.1 A Governor shall not solicit for any person any appointment under the Trust or recommend any person for such appointment but this paragraph of


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these Standing Orders shall not preclude a Governor from giving written testimonial of a candidate's ability, experience or character for submission to the Trust in relation to any appointment.

9.2 Informal discussions outside appointments panels or committees, whether solicited or unsolicited, should be declared to the panel or committee.

9.3 Candidates for any staff appointment under the Trust shall, when making such an application, disclose in writing to the Trust whether they are related to any Governor or the holder of any office within the Trust. Failure to disclose such a relationship shall disqualify a candidate and, if appointed, render him liable to instant dismissal.

9.4 The Chairman and every Governor shall disclose to the Trust Secretary any relationship between himself and a candidate of whose candidature that Governor or Officer is aware. It shall be the duty of the Trust Secretary to report to the Council of Governors any such disclosure made.

9.5 On appointment, members of the Council of Governors should disclose to the Council of Governors whether they are related to any other member of the Council of Governors or holder of any office in the Trust.

9.6 Where the relationship to a member of the Council of Governors of the Trust is disclosed, SO 7 shall apply.

10 REMUNERATION AND EXPENSES

10.1 Governors are not to receive remuneration from the Trust for their services as a governor.

10.2 The Trust will pay expenses to Governors in accordance with the relevant Trust policies for attendance at General Meetings of the Governors, or any other business authorised by the Trust Secretary as being under the auspices of the Council of Governors.

10.3 Expenses will be authorised and reimbursed through the Trust Secretary’s office on receipt of a completed and signed expenses form provided by the Trust Secretary.

10.4 A summary of expenses paid to Governors will be published in the Annual Report.

11 RESOLUTION OF DISPUTES

Dispute Resolution between Board of Directors and Council of Governors

The processes in relation to dispute resolution between the Board of Directors and the Council of Governors will be dealt with in accordance with the Council of Governors Roles and Responsibilities Statement.


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12 MISCELLANEOUS

12.1 The Trust Secretary shall provide a copy of these Standing Orders to each Governor and endeavour to ensure that each Governor understands his responsibilities within these Standing Orders.

12.2 These Standing Orders including all documents having effect as if incorporated in them shall be reviewed annually by the Board of Directors and the Council of Governors.

12.3 Unless specified otherwise in these SOs, any written notice required by these SOs shall be deemed to have been served as specified in paragraph 11 of Annex 8.

12.4 If for any reason these SOs 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 Council of Governors for action or ratification. All Governors have a duty to disclose any non-compliance with these SOs to the Chairman as soon as possible.

12.5 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.

12.6 All decisions taken in good faith at the meeting of the Council of Governors or at any meeting of a committee shall be valid even if it is subsequently discovered that there was a defect in the calling of the meeting or the appointment of the Governors attending the meeting.


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ANNEX 7 – STANDING ORDERS FOR THE PRACTICE AND PROCEDURE OF THE BOARD OF DIRECTORS 1 INTRODUCTION 2 INTERPRETATION 3 THE BOARD OF DIRECTORS 4 MEETINGS OF THE TRUST 5 ARRANGEMENTS FOR THE EXERCISE OF FUNCTIONS BY DELEGATION 6 COMMITTEES 7 INTERFACE BETWEEN THE BOARD OF DIRECTORS AND THE

COUNCIL OF GOVERNORS 8 DECLARATIONS OF INTERESTS AND REGISTER OF INTERESTS 9 STANDARDS OF BUSINESS CONDUCT 10 TENDERING AND CONTRACT PROCEDURE 11 DISPOSALS 12 IN-HOUSE SERVICES 13 CUSTODY OF SEAL AND SEALING OF DOCUMENTS 14 SIGNATURE OF DOCUMENTS 15 MISCELLANEOUS


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1 INTRODUCTION

Statutory Framework

1.1 Derbyshire Community Health Services NHS Foundation Trust (the “Trust”) became a Public Benefit Corporation on [ ] following authorisation by Monitor pursuant to the National Health Service Act 2006 (the “2006 Act”).

1.2 The principal place of business of the Trust is at the Trust Headquarters at Newholme Hospital, Baslow Road, Bakewell, DE45 1AD

1.3 The Trust is governed by the 2006 Act (as amended), its Constitution and the licence granted by Monitor (the “Regulatory Framework”). The functions of the Trust are conferred by the Regulatory Framework. The Regulatory Framework and in particular paragraph 27 of the Constitution requires the Board of Directors to adopt Standing Orders for the regulation of its proceedings and business.

1.4 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. The Trust also has a common law duty as a bailee for patients' property held by the Trust on behalf of patients.

1.5 The Standing Orders, Scheme of Delegation and Standing Financial Instructions provide a comprehensive business framework. All Directors, and all members of staff, should be aware of the existence of these documents and, where necessary, be familiar with the detailed provisions.

1.6 The Trust shall deal with Monitor in an open and co-operative manner and shall promptly notify Monitor of anything relating to the Trust of which Monitor would reasonably expect prompt notice, including, without prejudice to the foregoing generality, any failure on the part of the Trust to meet its obligations under the Regulatory Framework or any financial or performance thresholds which Monitor may specify from time to time.

1.7 The Chairman, Chief Executive or any other person giving information to the public on behalf of the Trust shall ensure that they follow the principles set out by the Committee on Standards in Public Life (the Nolan Committee, now the Wicks Committee) and that they will adhere to the principles set out within the Independent Commission’s Good Governance Standard for Public Service. They will also ensure that they follow the best practice advice set out in the NHS Foundation Trust Code of Governance published by Monitor.


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Delegation of Powers – Scheme of Delegation

1.8 Under the Standing Orders relating to the Arrangements for the Exercise of Functions by Delegation (SO 5) the Board of Directors exercises its powers to make arrangements for the exercise, on behalf of the Trust, of any of its functions by a committee or sub-committee appointed by virtue of SO 5 or by an Executive Director, in each case subject to such restrictions and conditions as the Board of Directors thinks fit. Delegated Powers are covered in a separate document (the “Scheme of Delegation”). That document (as amended from time to time) has effect as if incorporated into the Standing Orders.

2 INTERPRETATION

2.1 Save as otherwise permitted by law, at any meeting the Chairman of the Trust shall be the final authority on the interpretation of Standing Orders (on which he should be advised by the Chief Executive and Trust Secretary).

2.2 Any expression to which a meaning is given in the Constitution or the 2006 Act, or any Regulations or Order made under the Act shall have the same meaning in this interpretation unless the context requires otherwise and in addition:

"2006 Act" means the National Health Service Act 2006, as amended by the Health and Social Care Act 2012

"Accounting Officer" means the Officer responsible for discharging the functions specified in paragraph 25(5) of Schedule 7 to the 2006 Act. For this Trust it shall be the Chief Executive

"Annual Accounts" means those accounts prepared by the Trust pursuant to paragraph 25 of Schedule 7 of the 2006 Act

"Annual Report" means a report prepared by the Trust pursuant to paragraph 26 of Schedule 7 to the 2006 Act;

“Applicant NHS Trust” means Derbyshire Community Health Services NHS Trust

"Audit and Assurance Committee" means a committee of the Board of Directors as established pursuant to paragraph 41 of the Constitution;

"Board of Directors" means the Board of Directors as constituted in accordance with the Constitution

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


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"Chairman" means the person appointed in accordance with the Constitution to ensure that the Board of Directors and Council of Governors successfully discharge their overall responsibilities for the Trust as a whole. The expression “the Chairman” shall be deemed to include the Vice Chairman or any other Non-Executive Director appointed in accordance with SO 3.7.2(c) if the Chairman and Vice Chairman are absent from the meeting or are otherwise unavailable

"Chief Executive" means the Chief Executive officer of the Trust

“Constitution” means the Constitution of the Trust, together with the attached Annexes

"Council of Governors" means the Council of Governors as constituted in accordance with the Constitution

"Director" means a member of the Board of Directors appointed in accordance with the Constitution, and includes both Executive and Non-Executive Directors

“Engagement Policy” means the Trust’s policy for engagement between the Council of Governors and the Board of Directors (as amended or replaced from time to time)

"Director of Finance, Performance and Information" means the Chief Finance Officer of the Trust

"Executive Director" means an Executive Director of the Trust

"Funds held on Trust" means those funds which the Trust holds at its date of authorisation, receives on distribution by statutory instrument, accepted under powers derived under paragraph 14(2)(c) of Part 2, Schedule 4 of the 2006 Act and those accepted under Section 47(2)(c) of the 2006 Act. Such funds may or may not be charitable

“Member” means a member of the Trust

“Monitor” is the body corporate known as Monitor, as provided by Section 61 of the Health and Social Care Act 2012.

"Motion” means a formal proposition to be discussed and voted on during the course of a meeting

"Nominated Officer" means an Officer charged with the responsibility for discharging specific tasks within the Standing Orders and the Standing Financial Instructions

"Non-Executive Director" means a Non-Executive Director of the Trust;


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“Officer” means an employee or any other person holding a paid appointment or office with the Trust

“Scheme of Delegation” means the Reservation of Powers to the Board of Directors and Delegation of Powers

"Senior Independent Director" has the meaning ascribed in paragraph A.4.1 of the NHS Foundation Trust Code of Governance published as best practice advice by Monitor

"SFIs” means Standing Financial Instructions

"SOs" means these Standing Orders of the Board of Directors

"Trust" means the Derbyshire Community Health Services NHS Foundation Trust

“Trust Headquarters” means Newholme Hospital, Baslow Road, Bakewell, Derbyshire, DE45 1AD

"Trust Secretary" means a person appointed by the Trust (jointly by the Chief Executive and the Chairman) to be the Trust Secretary whose responsibilities in relation to the Board of Directors are likely to include (without limitation) acting independently of the Board of Directors, providing advice on corporate governance issues to the Board of Directors and the Chairman and monitoring the Trust's compliance with the Regulatory Framework and these Standing Orders

"Vice Chairman” means a Non-Executive Director appointed by the Council of Governors to undertake the Chairman’s duties in the event that the Chairman is absent for any reason

“Working Day” means a day of the week not including a Saturday, Sunday or Public Holiday

2.3 Words importing the masculine gender only shall include the feminine gender; words importing the singular shall include the plural and vice-versa.

3 THE BOARD OF DIRECTORS

3.1 All business shall be conducted in the name of the Trust.

3.2 All funds received in trust shall be in the name of the Trust as corporate trustee.

3.3 In relation to Funds held on Trust, powers exercised by the Trust as corporate trustee shall be exercised separately and distinctly from those powers exercised as a Trust.


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3.4 Directors acting on behalf of the Trust as corporate trustees are acting as quasi-trustees. Accountability for charitable Funds held on Trust is to be made to the Charity Commission.

3.5 The Trust has resolved that certain powers and decisions may only be exercised or made by the Board of Directors in formal session. These powers and decisions are set out in the Scheme of Delegation and have effect as if incorporated into the SOs.

3.6 Composition of the Board of Directors

3.6.1 In accordance with the Constitution, the Board of Directors is to comprise the following:

(a) a Non-Executive Chairman; and

(b) a maximum of seven other Non-Executive Directors.

(c) a maximum of seven Executive Directors including:

(i) the Chief Executive (who shall be the Accounting Officer);

(ii) the Director of Finance, Performance and Information;

(iii) and a maximum of five other Directors, one of whom is a registered medical practitioner (within the meaning of the Medical Act 1983) or a registered dentist (within the meaning of the Dentists Act 1984), and another of whom is to be a registered nurse or midwife (within the meanings of the Nursing and Midwifery Order 2001, SI 2002/253).

3.6.2 Wherever reasonably practicable, at least half of the board shall comprise Non-Executive Directors.

3.6.3 The validity of any act is not affected by any vacancy among the Directors or defect in the appointment of a Director.

3.6.4 The Board of Directors (in consultation with the Council of Governors) may appoint one of the Independent Non-Executive Directors (other than the Chairman or Vice Chairman) as the Senior Independent Director, for such period not exceeding the remainder of his term as a Non-Executive Director as they may specify on appointing him. “Independent Non-Executive Director” is a Non-Executive Director who satisfies the independence criteria set out in paragraph B.1.1 of the NHS Foundation Trust Code of Governance.


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3.6.5 Any Non-Executive Director so appointed may at any time resign from the office of Senior Independent Director by giving notice in writing to the Chairman. The Board of Directors (in consultation with the Council of Governors) may thereupon appoint another Independent Non-Executive Director as Senior Independent Director in accordance with the provisions in SO 3.6.4.

3.6.6 The Senior Independent Director shall perform the role set out in the NHS Foundation Trust Code of Governance.

3.7 Register of Directors

3.7.1 In accordance with paragraph 36 of the Constitution, the Trust shall keep and maintain a Register of Directors which shall list:

(a) the names of the Directors;

(b) their capacity on the Board of Directors; and

(c) an address through which they may be contacted, which may be the Trust Secretary.

3.7.2 Appointment and Powers of Vice Chairman

(a) For the purpose of enabling the proceedings of the Trust to be conducted in the absence of the Chairman, the Council of Governors may appoint a Non-Executive Director to be Vice Chairman for such period, not exceeding the remainder of his term as non-executive director, as the Council of Governors may specify on appointing him.

(b) Any Non-Executive Director so appointed may at any time resign from the office of Vice Chairman by giving notice in writing to the Council of Governors. The Council of Governors may thereupon appoint another Non-Executive Director as Vice Chairman in accordance with the provisions of SO 3.7.2(a).

(c) Where the Chairman of the Trust has died or has ceased to hold office, or where he has been unable to perform his duties as Chairman owing to illness or any other cause, the Vice Chairman shall act as Chairman until a new Chairman is appointed or the existing Chairman resumes his duties, as the case may be; and references to the Chairman in these Standing Orders shall, so long as there is no Chairman able to perform his duties, be taken to include references to the Vice Chairman. Where both


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the Chairman and Vice Chairman are unable to perform their duties owing to illness, conflict of interest or any other cause, another Non-Executive Director will be selected by the members of the Board of Directors present to be the "Acting Chairman" of the Trust until such time as the Chairman or (as the case may be) the Vice Chairman is able to discharge his functions as Chairman, or a new Chairman is appointed by the Council of Governors in accordance with paragraph 21 of the Constitution.

4 MEETINGS OF THE TRUST

4.1 Admission of the Public and the Press

4.1.1 The meetings of the Board of Directors shall be open to members of the public and press. Members of the public and press may be excluded from a meeting for special reasons.

4.1.2 The 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 Board of Directors business shall be conducted without interruption and disruption.

4.1.3 Nothing in these SOs shall require the Board of Directors to allow members of the public or representative of the press to record proceedings in any manner whatsoever, other than writing, or to make any oral report of proceedings as they take place without the prior agreement of the Board of Directors.

4.2 Calling Meetings

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

4.2.2 The Chairman may call a meeting of the Board of Directors 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 members of the Board of Directors, has been presented to him at the Trust’s Headquarters, or if, without so refusing, the Chairman does not call a meeting within five working days after such requisition has been presented to him at the Trust’s Headquarters, such one third or more members of the Board of Directors may forthwith call a meeting.


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4.2.3 The Trust will publicise and hold an annual public meeting, which shall be on or before 30 November every year.

4.3 Notice of Meetings

4.3.1 Before each meeting of the Board of Directors, a notice of the meeting, specifying the business proposed to be transacted at it, and signed by the Chairman, or by an Officer of the Trust 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 every Director, so as to be available to him at least three working days before the meeting.

4.3.2 Want of service of the notice on any member of the Board of Directors shall not affect the validity of a meeting but failure to serve notice on more than three Directors will invalidate the meeting.

4.3.3 In the case of a meeting called by Directors in default of the Chairman, the notice shall be signed by those Directors and no business shall be transacted at the meeting other than that specified in the notice.

4.3.4 A notice shall be presumed to have been served at the time at which the notice would be delivered in the ordinary course of the post.

4.3.5 In the event of an emergency giving rise to the need for an immediate meeting, SOs 4.3.1 to 4.3.4 shall not prevent the calling of such a meeting without the requisite three working days’ notice provided that every effort is made to make personal contact with every Director who is not absent from the United Kingdom and the Agenda for the meeting is restricted to matters arising in that emergency.

4.4 Agendas

4.4.1 Agendas will be sent to members of the Board of Directors three working days before the meeting and supporting papers, whenever possible, shall accompany the Agenda, but will be dispatched no later than one working day before the meeting, save in emergency. A notice shall be presumed to have been served one day after posting. Agendas will also be sent to the Council of Governors in accordance with paragraph 32 of the Constitution.

4.4.2 In the event that a meeting of the Board of Directors is to be held in public, a public notice of the time and place of the meeting, and the public part of the Agenda, shall be


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displayed at the Trust's Headquarters at least three working days before the meeting.

4.5 Setting the Agenda

4.5.1 The following matters shall appear on every Agenda for a meeting of the Trust and shall be addressed as part of the business being conducted:

(a) Finance Report;

(b) Performance Report

(c) Quality Report; and

(d) Corporate Risk Register.

4.5.2 A Director desiring a matter to be included on an Agenda shall make his request in writing or via email to the Trust Secretary at least 10 working days before the meeting, subject to SO 4.3. Requests made less than 10 working days before a meeting may be included on the agenda at the discretion of the Chairman. Agendas will be sent to members of the Board of Directors before the meeting, and supporting papers (whenever possible) shall accompany the Agenda, but will be dispatched no later than three working days before the meeting, save in the case of emergencies. 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.

4.6 Petitions

4.6.1 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 of Directors meeting.

4.7 Chairman of Meeting

4.7.1 At any meeting of the Board of Directors, 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, the Acting Chairman (appointed pursuant to paragraph 3.7.2(a) shall preside.

4.7.2 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, the Acting


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Chairman (appointed pursuant to paragraph 3.7.2(a) shall preside.

4.8 Chairman’s Ruling

Statements of Directors made at meetings of the Trust 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.

4.9 Notices of Motions

4.9.1 Subject to the provisions of SO 4.11 and 4.12, a member of the Board of Directors wishing to move or amend a motion shall send a written notice to the Chairman.

4.9.2 The notice shall be delivered at least 10 working days before the meeting. The Chairman shall include in the agenda for the meeting all notices so received that are in order and permissible under these SOs and the appropriate Regulations. Subject to SO 4.3, this SO shall not prevent any motion being moved without notice on any business mentioned on the agenda for the meeting.

4.10 Emergency Motions

Subject to the agreement of the Chairman, and subject also to the provision of SO 4.11, a member of the Board of Directors may give written notice of an emergency motion after the issue of the notice of meeting and agenda, up to one hour before the time fixed for the meeting. The notice shall state the grounds of urgency. If in order, it shall be declared to the Board of Directors at the commencement of the business of the meeting as an additional item included in the agenda. The Chairman's decision to include the item shall be final.

4.11 Motions: Procedure at and during a meeting

4.11.1 Who may propose

(a) A motion may be proposed by the Chairman of the meeting or any member of the Board of Directors present. It must also be seconded by another member of the Board of Directors.

4.11.2 Contents of motions

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

(i) the reception of a report;


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(ii) consideration of any item of business before the Board of Directors;

(iii) the accuracy of minutes;

(iv) that the Board of Directors proceed to next business;

(v) that the Board of Directors adjourn; or

(vi) that the question be now put.

4.11.3 Amendments to motions

(a) A motion for amendment shall not be discussed unless it has been proposed and seconded.

(b) Amendments to motions shall be moved relevant to the motion, and shall not have the effect of negating the motion before the Board of Directors.

(c) If there are a number of amendments, they shall be considered one at a time. When a motion has been amended, the amended motion shall become the substantive motion before the meeting, upon which any further amendment may be moved.

4.11.4 Rights of reply to motions

(a) Amendments

The mover of an amendment may reply to the debate on their amendment immediately prior to the mover of the original motion, who shall have the right of reply at the close of debate on the amendment, but may not otherwise speak on it.

(b) Substantive/original motion

The member of the Board of Directors who proposed the substantive motion shall have a right of reply at the close of any debate on the motion.

(c) Withdrawing a motion

A motion, or an amendment to a motion, once moved and seconded may be withdrawn by the proposer with the concurrence of the seconder and the consent of the Chairman.


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4.11.5 Motions once under debate

(a) When a motion is under debate, no motion may be moved other than:

(i) an amendment to the motion;

(ii) the adjournment of the discussion, or the meeting;

(iii) that the meeting proceed to the next business;

(iv) that the question should be now put;

(v) the appointment of an 'ad hoc' committee to deal with a specific item of business;

(vi) a motion under paragraph 4.1.1 resolving to exclude the public (including the press); and

(vii) that a member be not further heard.

(b) In the cases of a motion under SO 4.11.5(a)(iii) or 4.11.5(a)(iv), in the interests of objectivity, such a motion should only be put forward by a member of the Board of Directors who has not taken part in the debate and who is eligible to vote.

(c) If a motion under SO 4.11.5(a)(iii) or 4.11.5(a)(iv) is carried, the Chairman should give the mover of the substantive motion under debate a right of reply, if not already exercised. The matter should then be put to the vote.

4.11.6 Motion to Rescind a Resolution

(a) Notice of motion to rescind any resolution (or the general substance of any resolution) which has been passed within the preceding six calendar months shall bear the signature of the member of the Board of Directors who gives it and also the signature of four other members of the Board of Directors, and before considering any such motion of which notice shall have been given, the Board of Directors may refer the matter to any appropriate committee or the Chief Executive for recommendation.

(b) When any such motion has been dealt with by the Board of Directors, it shall not be competent for any member of the Board of Directors other than the Chairman to propose a motion to the same effect within six months, however the Chairman may do so if


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he considers it appropriate. This provision shall not apply to motions moved in pursuance of a report or recommendations of a committee or the Chief Executive.

4.12 Voting

4.12.1 Every question at a meeting shall be determined by a majority of the votes of the Directors present and voting on the question and, in the case of the number of votes for and against a motion being equal, the Chairman of the meeting shall always have a second or casting vote

4.12.2 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.

4.12.3 If at least one-third of the members of the Board of 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.

4.12.4 If a Director so requests, his vote shall be recorded by name upon any vote (other than by paper ballot).

4.12.5 In no circumstances may an absent Director vote by proxy. Absence is defined as being absent at the time of the vote.

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

4.13 Minutes

4.13.1 The minutes of the proceedings of a meeting shall be drawn up by the Trust Secretary or nominee and submitted for agreement at the next ensuing meeting, where they will be signed by the person presiding at it.

4.13.2 No discussion shall take place upon the minutes except upon their accuracy or where the Chairman considers discussion appropriate. Any amendment to the minutes


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shall be agreed and recorded at the next meeting. Minutes shall be retained in the Trust Secretary’s office.

4.13.3 Minutes shall be circulated in accordance with Directors' wishes (but must always be sent to the Council of Governors in accordance with paragraph 32 of the Constitution). Where providing a record of a public meeting the minutes shall be made available to the public as required by Code of Practice on Openness in the NHS.

4.14 Suspension of Standing Orders

4.14.1 Except where this would contravene any statutory provision or any guidance or best practice advice issued by Monitor, any one or more of the SOs may be suspended at any meeting, provided that at least two-thirds of the Directors are present, including one Executive Director and one Non-Executive Director, and that a majority of those present vote in favour of suspension.

4.14.2 A decision to suspend SOs shall be recorded in the minutes of the meeting.

4.14.3 A separate record of matters discussed during the suspension of SOs shall be made and shall be available to the Chairman and the Directors.

4.14.4 No formal business may be transacted while SOs are suspended.

4.14.5 The Audit and Assurance Committee shall review every decision to suspend SOs.

4.15 Variation and Amendment of Standing Orders

4.15.1 These Standing Orders may only be amended in accordance with paragraph 46 of the Constitution.

4.16 Record of Attendance

4.16.1 The names of the Chairman and the Directors present at the meeting shall be recorded in the minutes.

4.17 Quorum

4.17.1 No business shall be transacted at a meeting of the Board of Directors unless at least one-third of the whole number of the Directors are present including at least two Executive Directors and two Non-Executive Directors.


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4.17.2 An Officer in attendance for an Executive Director but without formal acting up status may not count towards the quorum.

4.17.3 If a 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 SO 8) 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 two Executive Director to form part of the quorum shall not apply where the Executive Directors are excluded from a meeting (for example when the Board of Directors considers the recommendations of the Nomination and Remuneration Committee).

4.17.4 Where the office of a member of the board is shared jointly by more than one person:

(a) Either or both may attend or take part in meetings of the board.

(b) If both are present they must cast one vote if they agree.

(c) In the case of disagreement no vote shall be cast.

(d) The presence of either or both persons shall count as one person for the purposes of calculating whether the meeting is quorate.

4.18 Meetings: Electronic Communication

4.18.1 In this Standing Order “communication” and “electronic communication” shall have the meanings set out in the Electronic Communications Act 2000 or any statutory modification or re-enactment thereof.

4.18.2 A Director in electronic communication with the Chairman and all other parties to a meeting of the Board of Directors or of a committee or sub-committee of the Board of Directors shall be regarded for all purposes as personally attending such a meeting provided that, but only for so long as, at such a meeting he has the ability to communicate interactively and simultaneously with all other parties attending the meeting including all persons attending by way of electronic communication.


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4.18.3 A meeting at which one or more of the Directors attends by way of electronic communication is deemed to be held at such a place as the Directors shall at the said meeting resolve. In the absence of such a resolution, the meeting shall be deemed to be held at the place (if any) where a majority of the Directors attending the meeting are physically present, or in default of such a majority, the place at which the Chairman of the meeting is physically present.

4.18.4 Meetings held in accordance with this SO are subject to SO 4.17 (Quorum). For such a meeting to be valid, a quorum MUST be present and maintained throughout the meeting.

4.18.5 The minutes of a meeting held in this way MUST state that it was held by electronic communication and that the Directors were all able to hear each other and were present throughout the meeting.

5 ARRANGEMENTS FOR THE EXERCISE OF FUNCTIONS BY DELEGATION

5.1 Subject to paragraph 4.3 of the Constitution, SO 3.5 and such guidance as may be given by Monitor, the Board of Directors may make arrangements for the exercise of any of its functions by a committee or sub-committee appointed by virtue of SO 5.4 below, or by an Executive Director or an officer in each case subject to such restrictions and conditions as the Board of Directors considers appropriate.

5.2 Notwithstanding the provisions of SO 5.1, the provisions of paragraphs 3.2 to 3.4 of these Standing Orders above apply.

5.3 Emergency Powers

The powers which the Board of Directors has retained to itself within these SOs 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 the Chairman shall be reported to the next formal meeting of the Board of Directors for ratification.

5.4 Delegation to Committees

Subject always to paragraph 4.3 of the Constitution, the Board of Directors shall agree from time to time to the delegation of executive powers to be exercised by committees or sub-committees which it has formally constituted. The Constitution and terms of reference of these committees and sub-committees and their specific executive powers shall be approved by the Board of Directors.


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5.5 Delegation to Officers

5.5.1 Those functions of the Trust which have not been retained as reserved by the Board of Directors or delegated to a committee or subcommittee or joint-committee shall be exercised on behalf of the Board of Directors by the Chief Executive. The Chief Executive shall determine which functions he will perform personally subject to paragraph 4.3 of the Constitution and shall nominate Officers to undertake the remaining functions for which he will still retain accountability to the Board of Directors.

5.5.2 The Chief Executive shall prepare a Scheme of Delegation identifying his proposals, which shall be considered and approved by the Board of Directors, subject to any amendment agreed during the discussion. The Chief Executive may periodically propose amendment to the Scheme of Delegation, which shall be considered and approved by the Board of Directors as indicated above.

5.5.3 Nothing in the Scheme of Delegation shall impair the discharge of the direct accountability to the Board of Directors or the Director of Finance, Performance and Information or other Executive Director to provide information and advise the Board of Directors in accordance with any statutory requirements. Outside these statutory requirements the Director of Finance, Performance and Information shall be accountable to the Chief Executive for operational matters.

5.5.4 The arrangements made by the Board of Directors as set out in the Scheme of Delegation shall have effect as if incorporated in these SOs.

5.6 Duty to Report Non-Compliance with Standing Orders

If for any reason these SOs are not complied with, full details of the non-compliance and any justification for non-compliance and the circumstances around the non-compliance, shall be reported to the next formal meeting of the Board of Directors for action or ratification. All members of the Board of Directors and staff have a duty to disclose any non-compliance with these SOs to the Trust Secretary as soon as possible.

6 COMMITTEES

6.1 Appointment of Committees

6.1.1 Subject to SO 3.5, paragraph 4.3 of the Constitution and

such guidance issued by Monitor, the Board of Directors may and, if directed by Monitor, shall appoint committees


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of the Trust consisting wholly or partly of members of the Board of Directors or wholly of persons who are not Directors of the Trust.

6.1.2 A committee appointed under SO 6.1.1 may, subject to paragraph 4.3 of the Constitution and such guidance as may be given by Monitor or the Board of Directors, appoint sub-committees consisting wholly or partly of members of the committee (whether or not they include members of the Board of Directors) or wholly of persons who are not members of the Trust committee (whether or not they include members of the Board of Directors).

6.1.3 The SOs of the Board of Directors, as far as they are applicable, shall apply with appropriate alteration to meetings of any committees established by the Board of Directors, 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.)

6.1.4 Each such committee or sub-committee shall have such terms of reference and powers and be subject to such conditions (as to reporting back to the Board of Directors), as the Board of Directors shall decide in accordance with any relevant legislation and/or regulations, paragraph 4.3 of the Constitution and such guidance or best practice advice issued by Monitor. Such terms of reference shall have effect as if incorporated into the SOs.

6.1.5 Where committees are authorised to establish sub-committees they may not delegate Executive powers to the sub-committee unless expressly authorised by the Board of Directors (and subject always to paragraph 4.3 of the Constitution).

6.1.6 The Board of Directors shall approve the appointments to each of the committees which it has formally constituted. Where the Board of Directors determines, and regulations (and paragraph 4.3 of the Constitution) permit, 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 of Directors. The Board of Directors 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.


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6.1.7 The committees and sub-committees established by the Board of Directors include (without limitation):

(a) Audit and Assurance Committee;

(b) Nominations and Remuneration Committee for the Chief Executive and Executive Directors;

(c) Mental Health Act Managers’ Committee.

6.1.8 The Board of Directors may also operate as a committee in accordance with SO 6.1.1. Any decisions taken by the Board of Directors in committee (i.e. Seminar meeting of the Board of Directors) must be brought to the next meeting of the Board of Directors.

6.2 Confidentiality

6.2.1 A member of a committee shall not disclose a matter dealt with, by, or brought before, the committee without its permission until the committee shall have reported to the Board of Directors or shall otherwise have concluded on that matter.

6.2.2 A Director or a member of a committee shall not disclose any matter reported to the Board of Directors or otherwise dealt with by the committee, notwithstanding that the matter has been reported or action has been concluded, if the Board of Directors or committee shall resolve that it is confidential.

7 INTERFACE BETWEEN THE BOARD OF DIRECTORS AND THE COUNCIL OF GOVERNORS

7.1 The Board of Directors will cooperate with the Council of Governors as far as possible in order to comply with the Regulatory Framework, the Engagement Policy and in particular in relation to the following matters which are set out specifically within the Constitution.

7.2 The Directors, having regard to the views of the Council of

Governors, are to prepare the information as to the Trust’s forward planning in respect of each financial year to be given to Monitor.

7.3 The Directors are to present to the Council of Governors at the annual general meeting the Annual Accounts, any report of the Auditor on them and the Annual Report including the Quality Account.

7.4 In order to comply with the Regulatory Framework in all respects and in particular in relation to the matters which are set out above,


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the Council of Governors may request that a matter which relates to paragraphs 42 and 43 of the Constitution is included on the Agenda for a meeting of the Board of Directors.

7.5 If the Council of Governors so desires such a matter as described within SO 7.4 to be included on an Agenda item, they shall make their request in writing to the Chairman at least 10 working days before the meeting of the Board of Directors, subject to SO 4.3. The Chairman shall decide whether the matter is appropriate to be included on the Agenda. Requests made less than 10 working days before a meeting may be included on the Agenda at the discretion of the Chairman.

8 DECLARATIONS OF INTERESTS AND REGISTER OF INTERESTS

8.1 The members of the Board of Directors shall also declare to the Trust Secretary any interest that they are required to disclose pursuant to paragraph 34 of the Constitution.

8.2 All existing members of the Board of Directors should declare such an interest as soon as the Director in question becomes aware of it. Any members of the Board of Directors appointed subsequently should do so on appointment.

8.3 Such a declaration shall be made by completing and signing a form, as prescribed by the Trust Secretary from time to time, setting out any interests required to be declared outside a meeting in accordance with the Constitution or the SOs and delivering it to the Trust Secretary on appointment or as soon thereafter as the interest arises.

8.4 In addition, if a Director is present at a meeting of the Board of Directors and has an interest of any sort 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.

8.5 If a Director has declared an interest in accordance with SO 8.1 above he shall not take part in the consideration or discussion of the matter in respect of which an interest has been disclosed and shall be excluded from the meeting whilst that proposed contract is under consideration (unless the Chairman determines otherwise). At the time the interests are declared, they should be recorded in the Board of Director's meeting minutes. Any changes in interests should be officially declared at the next relevant meeting following the change occurring.

8.6 Any travelling or other expenses or allowances payable to a Director in accordance with the Constitution shall not be treated as a pecuniary interest.


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8.7 Members of the Board of Directors that are shareholders and/or on the board of directors of companies likely or possibly seeking to do business with the NHS should be published in the Annual Report. The information should be kept up to date for inclusion in succeeding Annual Reports.

8.8 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 the Constitution and the SOs to be also an interest of the other.

8.9 If Directors have any doubt about the relevance or materiality of an interest, this should be discussed with the Chairman. Influence rather than the immediacy of the relationship is more important in assessing the relevance of an interest. The interests of partners in professional partnerships should also be considered.

8.10 Any remuneration, compensation or allowances payable to a Director by virtue of paragraph 18 of Schedule 7 of the 2006 Act shall not be treated as a pecuniary interest for the purpose of this SO.

8.11 SO 8 applies to any committee, sub-committee of the Board of Directors and applies to any member of any such committee or sub-committee (whether or not he is also a Director).

8.12 Register of Interests

8.12.1 The Register of Interests shall contain the names of each Director, whether he has declared any interests and, if so, the interests declared in accordance with the Constitution or these SOs.

8.12.2 The Trust Secretary must amend the appropriate Register of Interests upon receipt of new or amended information as soon as is practical and, in any event, within 14 working days.

8.12.3 The Register of Interests will be available to the public and the Chief Executive will take reasonable steps to bring the existence of the Register of Interests to the attention of the local population and to publicise arrangements for viewing it. Copies or extracts of the Register of Interests must be provided to 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 of Interests.

8.12.4 The details of Directors’ interests recorded in the Register of Interests will be kept up to date by means of a regular review as necessary of the Register of Interests by the


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Trust Secretary during which any changes of interests recently declared will be incorporated.

9 STANDARDS OF BUSINESS CONDUCT

9.1 Policy

Directors and Officers should comply with the NHS Foundation Trust Code of Governance, the Trust Code of Conduct, the Trust’s standing financial instructions, the Nolan principles of public life and any guidance and/or best practice advice issued by Monitor. This section of SOs should be read in conjunction with these documents.

9.2 Canvassing of, and Recommendations by, Directors in Relation to Appointments

9.2.1 Canvassing of Directors or members of any committee of the Board of Directors directly or indirectly for any appointment under the Trust shall disqualify the candidate for such appointment. The contents of this paragraph of these SOs shall be included in application forms or otherwise brought to the attention of candidates.

9.2.2 A Director of the Board of Directors shall not solicit for any person any appointment under the Trust or recommend any person for such appointment: but this paragraph of this SO shall not preclude a Director from giving written testimonial of a candidate's ability, experience or character for submission to the Trust in relation to any appointment.

9.2.3 Informal discussions outside appointments panels or committees, whether solicited or unsolicited, should be declared to the panel or committee.

9.3 Relatives of Directors or Officers

9.3.1 Candidates for any staff appointment shall when making an application disclose in writing whether they are related to any Director or the holder of any office under the Trust. Failure to disclose such a relationship shall disqualify a candidate and, if appointed, render him liable to instant dismissal.

9.3.2 The Directors and every member and Officer of the Trust shall disclose to the Chief Executive any relationship between himself and a candidate of whose candidature that member or Officer is aware. It shall be the duty of the Chief Executive to report to the Trust any such disclosure made.


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9.3.3 On appointment, Directors (and prior to acceptance of an appointment in the case of Executive Directors) should disclose to the Board of Directors whether they are related to any other member of the Board of Directors or holder of any office in the Trust.

9.3.4 Where the relationship to an Officer or another Director to a Director of the Trust is disclosed, SO 8 shall apply.

9.4 External Consultants

SO 8 will apply equally to all external consultants or other agents acting on behalf of the Trust. The Trust's Scheme of Delegation should be adhered to at all times.

10 TENDERING AND CONTRACT PROCEDURE

10.1 Duty to comply with Standing Orders

The procedure for making all contracts by or on behalf of the Trust shall be clearly set out within the Trust’s SFIs (except where SO 4.14 is applied).

11 CUSTODY OF SEAL AND SEALING OF DOCUMENTS

11.1 Custody of Seal

The common seal of the Trust shall be kept by the Trust Secretary in a safe at premises designated by the Trust. The seal shall only be released from the safe to enable it to be affixed to a document in accordance with these Standing Orders.

11.2 Sealing of Documents

11.2.1 The Common Seal of the Trust shall not be fixed to any documents unless the sealing has been authorised by a resolution of the Board of Directors or of a committee, thereof or where the Board of Directors has delegated its powers.

11.2.2 Where it is necessary that a document shall be sealed the seal shall be affixed in the presence of the Trust Secretary and a Director duly authorised by the Chief Executive and not also from the originating department and shall be attested by them.

11.2.3 Before any building, engineering, property or capital document is sealed it must be approved and signed by the Director of Finance, Performance and Information (or an Officer nominated by him/her) and authorised and countersigned by the Chief Executive (or an Officer


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nominated by him/her who shall not be within the originating Directorate).

11.2.4 Every contract for building and engineering works, which exceeds the sum of £250,000 shall be executed under the common seal of the Trust.

11.3 Register of Sealing

An entry of every sealing shall be made and numbered consecutively in a book provided for that purpose, and shall be signed by the persons who shall have approved and authorised the document and those who attested the seal. A report of all sealing shall be made to the Audit and Assurance Committee at least quarterly. (The report shall contain details of the seal number, the description of the document and date of sealing).

12 SIGNATURE OF DOCUMENTS

12.1 Where the signature of any document will be a necessary step in legal proceedings involving the Trust, it shall be signed by the Chief Executive, unless any enactment otherwise requires or authorises, or the Board of Directors shall have given the necessary authority to some other person for the purpose of such proceedings.

12.2 The Chief Executive or Nominated Officers shall be authorised, by resolution of the Board of Directors, to sign on behalf of the Trust any agreement or other document (not required to be executed as a deed) the subject matter of which has been approved by the Board of Directors or committee or sub-committee to which the Board of Directors has delegated appropriate authority.

13 MISCELLANEOUS

13.1 Standing Orders to be given to Members and Officers

It is the duty of the Chief Executive to ensure that existing Directors and Officers and all new appointees are notified of and understand their responsibilities within Standing Orders and SFIs. Updated copies shall be issued to staff designated by the Chief Executive. New designated Officers shall be informed in writing and shall receive copies, where appropriate, of SOs.

13.2 Documents having the standing of Standing Orders

Standing Financial Instructions and the Scheme of Delegation (as both are amended from time to time) shall have the effect as if incorporated into SOs.


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13.3 Review of Standing Orders

Standing Orders shall be reviewed annually by the Trust. The requirement for review extends to all documents having the effect as if incorporated in SOs.

13.4 Corporate Documents

Corporate documents specific to the setting up of the Trust shall be held in a secure place by the Chief Executive.


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ANNEX 8 - FURTHER PROVISIONS

1 ELIGIBILITY FOR MEMBERSHIP OF THE TRUST

1.1 An individual shall not be eligible to become or continue as a member of the trust if he or she:

1.1.1 is under 12 years of age at the date of his application or invitation to become a Member (as the case may be);

1.1.2 fails or ceases to fulfil the criteria for membership of any of the Public Constituencies or the Staff Constituency;


1.1.4 has demonstrated aggressive or violent behaviour at any hospital or against any of the trust's employees or other persons who exercise functions for the purposes of the trust and following such behaviour he has been asked to leave, has been removed or excluded from any hospital in accordance with the relevant trust policy for withholding treatment from violent/aggressive patients;

1.1.5 has been confirmed as a "vexatious complainant" in accordance with the trust’s policy for handling complaints; or

1.1.6 has previously been removed as a Member of the trust (subject to paragraph 5.6 of this Annex) or another NHS Foundation Trust.

1.2 Where in the reasonable opinion of the trust a Member is no longer eligible or is disqualified from membership of the trust, the trust shall be entitled to remove the name of that individual from the register of Members and that individual shall thereupon cease to be a member provided always that this power shall not be exercised until the trust has given not less than 14 working days written notice to the Member addressed to him at the address given in the register of Members of its intention to remove him from the register and that Member has not within that period notified the trust of his wish to continue as a Member and provided proof satisfactorily to the trust of his continued eligibility. In the event of any dispute the Trust Secretary shall refer the matter for dispute resolution in accordance with paragraph 8 of this Annex below and the Trust Secretary shall implement the outcome of the dispute resolution.

1.3 It is the responsibility of Members to ensure their eligibility and not that of the trust.


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1.4 All Members of the trust shall be under a duty to notify the Trust Secretary of any change in their particulars which may affect their entitlement as a Member.

2 DETERMINATION OF ELIGIBILITY FOR MEMBERSHIP OF THE

PUBLIC CONSTITUENCY

2.1 For the purposes of determining whether an individual lives in the Area of the trust, an individual shall be deemed to do so if:

2.1.1 his name appears on the Electoral Roll at an address within the relevant Area of the trust and the trust has no reasonable cause to conclude that the individual is not living at that address; or

2.1.2 the trust is otherwise satisfied that the individual lives in the Area of the trust.

2.2 An individual who is a member of the Public Constituency shall cease to be eligible to continue as a Member if he ceases to live in the area of the Public Constituency of which he is a member.

2.3 Where a Member of a Public Constituency ceases to live permanently in the area of the Public Constituency of which he is a Member he shall forthwith advise the trust that he is no longer eligible to continue as a Member and the Trust Secretary shall forthwith remove his name from the register of Members unless the Trust Secretary is satisfied that the individual concerned lives in some other area of a Public Constituency of the trust. Where the Trust Secretary is satisfied that such an individual now lives in another area of a Public Constituency of the trust he shall, if the individual so requests, thereafter treat that individual as a member of that other Public Constituency and amend the register of Members accordingly provided the Trust Secretary has given that individual not less than 14 working days’ notice of its intention to do so.

3 DETERMINATION OF ELIGIBILITY FOR MEMBERSHIP OF THE STAFF CONSTITUENCY

3.1 Subject to paragraph 3.2 of this Annex below, a member of a Staff Class will cease to be eligible to be a Member of that Staff Class if they no longer meet the eligibility requirements of paragraphs 8.1 and 8.2 of the constitution and this Annex.

3.2 Notwithstanding paragraph 3.1 of this Annex above, where an individual ceases to be eligible for membership of a Staff Class, but is nevertheless eligible for membership of some other Staff Class then the trust may at its absolute discretion give notice to that Member of its intention to transfer him to that other Staff Class on


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the expiration of a period of time or upon a date specified in the said notice and shall after the expiration of that notice or date specified amend the register of Members accordingly.

4 APPLICATION OR INVITATION FOR MEMBERSHIP

4.1 An individual may become a Member by application to the trust in accordance with this constitution and the provisions of paragraph 4.2 of this Annex below, save in the case of those who are invited by the trust to become a member of a Staff Class of the Staff Constituency in accordance with paragraph 8 of the constitution (and paragraph 4.3 of this Annex).

4.2 Where an individual wishes to apply to become a Member of the trust, the following procedure shall apply:

4.2.1 the trust shall upon request supply the individual with a form of application for membership in a form determined by the trust;

4.2.2 upon receipt of the form of application referred to in paragraph 4.2.1 of this Annex above, duly completed and signed by the applicant (or in the trust’s discretion signed on behalf of the applicant) the Trust Secretary shall as soon as is reasonable practicable and in any event within 28 working days of receipt of the duly completed form consider the same;

4.2.3 unless the applicant is ineligible for membership of the trust or is disqualified from membership, the Trust Secretary shall cause his name to be entered forthwith on the trust’s register of Members and shall give notice in writing to the applicant of that fact;

4.2.4 upon the applicant’s name being entered on the trust’s register of Members the individual shall thereupon become a Member;

4.2.5 the information to be included in the trust’s register of Members shall include the following details relating to that member’s full name and title;

(a) his date of birth;

(b) his full postal address;

(c) his home telephone number (if any);

(d) his email address (if any);

(e) the constituency and class of which he is a member;


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(f) the date upon which he became a member;

(g) his gender and ethnicity,

(h) his affiliation to any health and social care group, and

(i) record of special interests that member may have to assist the trust to target future communications.

4.3 Where an individual is invited by the trust to become a Member, the following procedure shall apply:

4.3.1 the trust shall take all reasonable steps to satisfy itself that the individual is eligible to become a member of a Staff Class of the Staff Constituency relevant to him before inviting him to become a Member of the trust and that it has all the information needed to complete the register of Members in accordance with paragraph 4.2.5 of this Annex above;

4.3.2 the trust having so satisfied itself, it shall thereupon invite that individual to become a Member pursuant to paragraph 8 of the constitution and if necessary shall request the individual to provide such further information, if any, as it may need to complete the necessary entry in the register of Members;

4.3.3 unless the individual has, within 28 working days of the date upon which the trust dispatches its invitation to him to become a Member, advised the trust that he does not wish to become a Member, the Trust Secretary shall thereupon enter that individual’s name on the register of Members and he shall thereupon become a Member provided that the trust has been provided with the information, if any, requested pursuant to paragraph 4.3.2 of this Annex above to enable him to complete the relevant entry in the register of Members;

4.3.4 if the individual has failed to provide the information requested by the trust within 28 working days of being invited by the trust to provide it in accordance with paragraph 4.3.2 of this Annex above, the trust shall give notice in writing to the applicant that the information has not been provided and that unless and until the information is provided that individual’s name shall not be entered on the register of Members.

4.4 No individual who is ineligible or disqualified from membership shall be entered or remain on the register of Members.


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4.5 For the avoidance of doubt, an individual shall become a Member on the date upon which his name is entered on the trust’s register of Members and shall cease to be a Member upon the date on which his name is removed from the register of Members as provided for in this constitution.

4.6 The Trust Secretary shall procure that the register of Members and all other registers to be maintained in accordance with this constitution or in accordance with the 2006 Act are regularly reviewed and updated and that the register of Members in particular is reviewed and updated as appropriate and no less often than every 28 working days.

5 EXPULSION FROM MEMBERSHIP OF THE TRUST

5.1 A Member may be expelled by a resolution approved by not less than two-thirds of the members of the Council of Governors present and voting at a meeting of the Council of Governors. The following procedure is to be adopted:

5.1.1 any Member may complain to the Trust Secretary that another Member has acted in a way detrimental to or contrary to the interests of the trust; and

5.1.2 subject to paragraphs 5.2 to 5.6 of this Annex below, if a complaint is made, the Council of Governors will 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:

(a) dismiss the complaint and take no further action; or

(b) arrange for a resolution to expel the Member complained of to be considered at the next meeting of the Council of Governors.

5.2 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.

5.3 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.

5.4 If the Member complained of fails to attend the meeting without due cause the meeting may proceed in their absence. The decision to proceed in these circumstances will be at the sole discretion of the person chairing the meeting in question.


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5.5 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.

5.6 No person who has been expelled from membership is to be re-admitted as a Member except by a resolution of the Council of Governors carried by votes of two-thirds of the members of the Council of Governors present and voting at a general meeting of the Council of Governors.

6 TERMINATION OF MEMBERSHIP

6.1 A Member shall cease to be a Member on:

6.1.1 death; or

6.1.2 resignation by notice in writing to the Trust Secretary; or

6.1.3 ceasing to fulfil the requirements of paragraphs 7, 8, 9 or 10 of this constitution, as the case may be; or

6.1.4 being disqualified or removed pursuant to paragraphs 1 or 2 of this Annex above, or being expelled pursuant to paragraph 5 of this Annex; or

6.1.5 having moved away, is uncontactable by reasonable means, or it otherwise appears to the Trust Secretary that the Member no longer wishes to be a member of the trust and, after enquiries made in accordance with a process approved by the council of governors, he fails to demonstrate that he wishes to be a member of the trust.

7 GOVERNORS AND DIRECTORS: COMMUNICATION AND CONFLICT

7.1 The Governors and Directors shall comply with the trust’s Engagement Policy.

7.2 The Engagement Policy will be reviewed in line with the Policy Development Framework in joint meetings of the Council of Governors and Board of Directors.

8 Resolving Disputes about the Entitlement to Membership of the trust

and Eligibility for Membership of the Council of Governors

8.1 Where an individual is held by the trust to be ineligible and/or disqualified from membership of either the trust or Council of Governors and notifies the trust in writing that he/she wishes to disputes the trust’s decision, the matter shall be referred to an independent assessor agreeable to both parties, or in the


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absence of an agreement within 14 working days of the trust’s decision, an independent assessor nominated by the Senior Independent Director as soon as reasonably practicable.

8.2 The independent assessor shall:

8.2.1 review the original decision having regard to any representations made by the individual concerned and such other material, if any, as he considers appropriate;

8.2.2 then either confirm the original decision or make some other decision as appropriate based on the evidence which he has considered; and

8.2.3 communicate his decision and the reasons for it in writing to the individual concerned as soon as reasonably practicable.

9 INDEMNITY

9.1 Members of the Council of Governors, the Board of Directors and the Trust 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.

9.2 The trust may purchase and maintain insurance against this liability for its own benefit and for the benefit of members of the Council of Governors, the Board of Directors and the Trust Secretary.

9.3 The trust may take out insurance either through the NHS Litigation Authority or otherwise in respect of directors and officers liability, including liability arising by reason of the trust acting as a corporate trustee of an NHS charity.

10 DISSOLUTION OF THE TRUST

The trust may not be dissolved except in accordance with the provisions of the 2006 Act.

11 NOTICES

11.1 Save where a specific provision of the constitution otherwise requires, 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.


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11.2 In this paragraph 12, "electronic communication" shall have the meaning set out in the Electronic Communications Act 2000 or any statutory modification or re-enactment thereof.

11.3 Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given. A notice served pursuant to paragraph 11.1 of this Annex above shall (except where expressly stated otherwise in this constitution) be deemed to have been received 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.

12 REMUNERATION AND TERMS OF OFFICE OF THE INITIAL CHIEF EXECUTIVE AND INITIAL EXECUTIVE DIRECTORS

12.1 Pending the establishment of a committee of Non-Executive Directors, the matters referred to at paragraph 35 of the constitution shall be dealt with in accordance with the terms and conditions of the respective officers employed by the Applicant NHS Trust.

13 DISQUALIFICATION OF DIRECTORS

13.1 A Director will be subject to the disqualification criteria included at paragraph 31 of the constitution and paragraph 13.2 of this Annex below.

13.2 A person may not become or continue as a director of the trust if:


13.2.2 within the preceding five years been convicted in the British Islands 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;

13.2.3 he is a member of the Council of Governors;

13.2.4 he is a local authority councillor or director of an NHS Organisation (as defined in Annex 5) unless otherwise agreed by the Board of Directors and the Lead Governor or Deputy Lead Governor having regard to the NHS Foundation Trust Code of Governance;

13.2.5 he is a member of a local authority‘s Health Improvement and Scrutiny Committee covering health matters;


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13.2.6 he is the subject of a disqualification order made under the Company Directors Disqualification Act 1986;

13.2.7 he is 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 his appointment is not in the interests of the health service, for non-attendance at meetings, or for non-disclosure of an interest in accordance with Annex 7;

13.2.8 he has within the preceding two years been dismissed, otherwise than by reason of redundancy, from any paid employment with an NHS body;

13.2.9 he/she has had his/her name removed (by reason of inefficiency, fraud or unsuitability) in accordance with the NHS (Performers List) Regulations 2013 (as amended or replaced) and has not subsequently had his/her name included in such a list;

13.2.10 he/she has been erased by their professional regulatory body or suspended by their professional regulatory body for a continuous period of more than six months;

13.2.11 in the case of a non-executive director, he has refused without reasonable cause to fulfil any training requirement established by the Board of Directors; or

13.2.12 he has refused to sign and deliver to the Trust Secretary a statement in the form required by the Board of Directors confirming acceptance of the code of conduct for directors, as the same may be in force from time to time.

14 FURTHER PROVISIONS REGARDING THE AUDITOR

14.1 An auditor may be—

14.1.1 an officer of the Audit Commission (if appointed by the Council of Governors with the agreement of the Commission),

14.1.2 an individual who is not an officer of the Audit Commission, or

14.1.3 a firm.

14.2 A person appointed as auditor must be—

14.2.1 eligible for appointment as a statutory auditor (see Part 42 of the Companies Act 2006),


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14.2.2 a member of one or more of the bodies listed in section 3(7)(a) to (e) of the Audit Commission Act 1998, or

14.2.3 a member of any other body of accountants approved by Monitor for the purposes of this paragraph.

14.3 Where an officer of the Audit Commission is appointed as auditor, the Audit Commission must charge the trust such fees for his services as will cover the full cost of providing them.

15 FURTHER PROVISIONS REGARDING ACCOUNTS

15.1 The following shall be made available to the Comptroller and Auditor General for examination at his/her request:

15.1.1 the trust’s accounts,

15.1.2 the records relating to them, and

15.1.3 any report of the auditor on them.

15.2 If trustees are appointed under section 51 of the 2006 Act, the Comptroller and Auditor General may also examine—

15.2.1 the accounts kept by the trustees,

15.2.2 any records relating to them, and

15.2.3 any report of an auditor on them.

15.3 In auditing the accounts the auditor must comply with any directions given by Monitor as to the standards, procedures and techniques to be adopted.

15.4 In preparing its annual accounts (or in preparing any accounts by virtue of paragraph 25(1A)(a) of Schedule 7 of the 2006 Act) the trust shall comply with any directions given by Monitor with the approval of the Secretary of State as to:

15.4.1 the methods and principles according to which the accounts must be prepared,

15.4.2 the content and form of the accounts.

15.5 In determining the form and content of the annual accounts (or of any accounts to be prepared by virtue of paragraph 25(1A)(a) of Schedule 7 of the 2006 Act) Monitor must aim to ensure that the accounts present a true and fair view.


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15.6 The trust shall:

15.6.1 lay a copy of the annual accounts, and any report of the auditor on them, before Parliament, and

15.6.2 send copies of those documents to Monitor within such period as Monitor may direct.

15.7 The trust must send to Monitor within such period as Monitor

may direct:

15.7.1 a copy of any accounts prepared by the trust by virtue of paragraph 25(1A)(a) of Schedule 7 of the 2006 Act; and

15.7.2 a copy of any report of an auditor on them prepared by virtue of paragraph 25(1A)(b) of Schedule 7 of the 2006 Act.

16 FURTHER PROVISIONS ABOUT THE ANNUAL REPORTS

16.1 The annual reports must give:

16.1.1 information on any steps taken by the trust to secure that (taken as a whole) the actual membership of any public constituency is representative of those eligible for such membership,

16.1.2 information on any occasions in the period to which the report relates on which the Council of Governors exercised its power under paragraph 17.3 of the constitution,

16.1.3 information on the Trust's policy on pay and on the work of the committee established under paragraph 35.2 and such other procedures as the Trust has on pay,

16.1.4 information on the remuneration of the directors and on the expenses of the governors and the directors,

16.1.5 information on the impact that income received by the trust otherwise than from the provision of goods and services for the purposes of the health service in England has had on the provision by the trust of goods and services for those purposes,

16.1.6 any other information required by the NHS Foundation Trust Code of Governance, and

16.1.7 any other information Monitor requires.

16.2 It is for Monitor to decide:


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16.2.1 the form of reports;

16.2.2 when the reports must be sent to it;

16.2.3 the periods to which the reports are to relate.

17 FURTHER PROVISIONS ABOUT INSTRUMENTS

17.1 A document purporting to be duly executed under the trust’s seal or to be signed on its behalf must be received in evidence and, unless the contrary is proved, taken to be so executed or signed.


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ANNEX 9 – ANNUAL MEMBERS MEETING 1 MEMBERS MEETINGS

1.1 The trust shall hold a Members’ Meeting for all the Members (called the "Annual Members’ Meeting") within eight months of the end of each Financial Year of the trust.

1.2 Any Members’ Meetings other than the Annual Members’ Meeting shall be called a “Special Members’ Meeting”.

1.3 Both the Annual Members’ Meetings and Special Members' Meetings shall be open to all Members of the trust, members of the Council of Governors and, members of the Board of Directors, representatives of the trust’s Auditors, and to members of the public unless the Council of Governors decides otherwise. The trust may invite representatives of the media and any experts or advisors whose attendance they consider to be in the best interests of the trust to attend any meeting referred to in paragraphs 7.1 and 7.2 of this Annex above.

1.4 All Members’ Meetings are to be convened by order of the Council of Governors.

1.5 At least one of the Directors shall present to the Members at the Annual Members’ Meeting:

1.5.1 the annual accounts;

1.5.2 any report of the auditor on them;

1.5.3 the annual report.

1.6 The trust shall give notice of all Members’ Meetings:

1.6.1 by notice in writing to all Members;

1.6.2 by notice prominently displayed at the trust’s headquarters and at all of the trust’s hospitals;

1.6.3 by notice on the trust’s website; and

1.6.4 to the Council of Governors, the Board of Directors, and to the trust’s Auditors

stating whether the meeting is an Annual Members' Meeting or a Special Members’ Meeting including the time, date, place of the meeting, and the business to be dealt with at the meeting at least 14 working days before the date of the Members' meeting.


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1.7 The Chairman or in his absence the Vice Chairman shall preside at all Members’ Meetings of the trust. If neither the Chairman nor the Deputy Chairman are present, the Governors present shall elect one of their number to be Chairman and if there is only one Governor present and willing to act that person shall be Chairman. If no Governor is willing to act as Chairman or if no Governor is present within fifteen minutes after the time appointed for holding the meeting, the Members present and entitled to vote shall choose one of their number to be Chairman.


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62�Appx�2�Sch�7�letter�-�19�06

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Appendix 3 - Table of Changes

Section Old Version Amendment

Main body of Constitution

1 Inclusion of NHS Foundation Trust Code of Governance as a reference under Interpretations and Definitions

19.3 New paragraph, although it is not a statutory requirement it has been included to reflect the new Code of Governance

29.2 The appointment of the Chief Executive shall require the approval of the Council of Governors

At the first general meeting after the appointment, the Council of Governors must consider whether or not to approve the appointment of the Chief Executive and the appointment shall require the approval of the Council of Governors.

Annex 5 – Additional Provisions – Council of Governors

2.1 Subject to any other provisions of the constitution, the Initial Elected Governors shall hold office as follows:

Subject to any other provisions of the constitution, the governors that are elected to the Council of Governors (the “Initial Elected Governors”) in the first elections to the Council of Governors (the “Initial Election”) shall hold office as follows.

2.2 Included the words “initial elected”

3 Inclusion of definition of Council of Governor’s Role and Responsibilities Statement as per the new Code of Governance

3 Inclusion of definition of working days

3.1.6 he is a person who by reference to information revealed by a criminal records bureau check is considered by the trust to be inappropriate whether on the grounds that his appointment might adversely affect public confidence in the trust (or bring the trust into disrepute) or otherwise;

he is a person who by reference to information revealed by a disclosure and barring service check is considered by the trust to be inappropriate whether on the grounds that his appointment might adversely affect public confidence in the trust (or bring the trust into disrepute) or otherwise;

3.1.8 he is subject to a direction made under section 142 (prohibition from teaching) of the Education Act 2002;

he is on a list maintained in accordance with section 141C (list of persons prohibited from teaching etc) of the Education Act 2002;

3.1.25 he/she has had his/her name removed (by he/she has had his/her name removed (by reason of inefficiency,

62�Appx�3�Table�of�Changes.doc

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reason of inefficiency, fraud or unsuitability) from any medical or dental performers list prepared under the 2006 Act, and has not subsequently had his/her name included in such a list; or

fraud or unsuitability) in accordance with the NHS (Performers List) Regulations 2013 (as amended or replaced) and has not subsequently had his/her name included in such a list; or

3.3 In the event that the Governor shall dispute that he is disqualified, the Governor may refer the matter to the dispute resolution procedure set out in paragraph 7.5 of Annex 8 of the constitution within 28 working days of the date upon which the notice was given to the Governor and the Trust Secretary shall implement the outcome of the dispute resolution.

If it comes to the notice of the Trust Secretary that the Governor is disqualified pursuant to paragraph 15 of the constitution or paragraph 3.1 of this Annex above, whether at the time of the Governor’s appointment or later, the Trust Secretary shall immediately declare that the individual in question is disqualified and give him notice in writing to that effect as soon as practicable and in any event within 14 working days of the date of the said declaration. In the event that the Governor shall dispute that he is disqualified, and notifies the trust in writing within 14 working days of the date upon which the notice was given to the Governor, paragraph 8 of Annex 8 below shall apply and the Trust Secretary shall implement the outcome of the independent assessor’s decision.

3.4 Upon the giving of notice under paragraphs 3.2 and/or 3.3 of this Annex above (but subject to the outcome of any dispute resolution pursuant to paragraph 7.5 of Annex 8) that person’s tenure of office (if any) shall be terminated and he shall cease to act as a Governor and his name shall be removed from the register of Governors.

Upon the giving of notice under paragraphs 3.2 and/or 3.3 of this Annex above (but subject to the independent assessor’s decision where paragraph 8 of Annex 8 applies) that person’s tenure of office (if any) shall be terminated and he shall cease to act as a Governor and his name shall be removed from the register of Governors.

4.4 Any decision of the Council of Governors to terminate a Governor’s tenure of office may be referred by the Governor concerned to the Dispute Resolution Procedure under paragraph 7.5 of Annex 8 of the constitution within 14 working days of the date upon which notice in writing of the

Any decision of the Council of Governors to terminate a Governor’s tenure of office may be referred by the Governor concerned to the independent assessor pursuant to paragraph 8 of Annex 8 of the constitution within 14 working days of the date upon which notice in writing of the Council of Governor’s decision made in accordance with paragraph 4.3 of this Annex is communicated to the Governor concerned. The Council of Governors shall implement the outcome of


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Council of Governor’s decision made in accordance with paragraph 4.3 of this Annex is communicated to the Governor concerned. The Council of Governors shall implement the outcome of any dispute resolution.

any dispute resolution.

6.1 On expiry of their term, the then current Chairman or Non-Executive Directors may stand for reappointment.

On expiry of their term, the then current Chairman or Non-Executive Directors may stand for reappointment for a term of such duration as is compliant with the NHS Foundation Trust Code of Governance.

6.2 Removal of the Chairman or another Non-Executive Director shall in accordance with the procedure set out in paragraphs 26.1 and 26.2 of the constitution require approval of three-quarters of the members of the Council of Governors.

Removal of the Chairman or another Non-Executive Director shall in accordance with the procedure set out in paragraphs 26.1 and 26.2 of the constitution require approval of three-quarters of the members of the Council of Governors and where practicable, shall be subject to the Council of Governors first ensuring that they have complied in full with the Trust’s Engagement Policy (as defined in Annex 6 below).

6.4 Pending the establishment of the Council of Governors, the matters referred to at paragraph 35.1 of the constitution shall be dealt with in accordance with the terms and conditions applicable to non-executive directors of the applicant NHS Trust.

Pending the establishment of the Council of Governors, the matters referred to at paragraph 35.1 of the constitution shall, for the initial Chairman and Non-Executive Directors, be dealt with in accordance with the terms and conditions applicable to non-executive directors of the applicant NHS Trust.

7.2 The Chairman will chair the Nominations and Remuneration Committee.

The Chairman or an independent non-executive director will chair the Nominations and Remuneration Committee provided that a person may not act as the chair of the committee if the role that they occupy is being considered as part of the agenda. Where the appointment of the Chairman or any non-executive director is to be considered, a governor can (at the discretion of the Nomination and Remuneration Committee) chair the committee.

7.2.1 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

determine a criteria and agree with the Council of Governors a 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


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Board of Directors as to those matters and having regard to such views as may be expressed by the Board of Directors (but subject to paragraph 25 of the constitution);

views as may be expressed by the Board of Directors (but subject to paragraph 25 of the constitution) and any candidates for the office of Chairman must meet the independence criteria set out in the NHS Foundation Trust Code of Governance;

7.3 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 as to the suitability of the available candidates.

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 as to the suitability of the available candidates including (but not limited to) their qualifications, skills and experience.

Annex 6 - Standing Orders for The Practice and Procedure of the Council of Governors

3.1 The general roles and responsibilities of the Governors are as follows:

In addition to the general duties in paragraph 16 of the Constitution the general roles and responsibilities of the Governors are as follows:

4.4.1 The Council of Governors shall hold an annual general meeting of the Council of Governors in every calendar year so that there is no more than fifteen calendar months between one annual general meeting and the next and shall present to that meeting (without limitation):

The Council of Governors shall hold an annual general meeting of the Council of Governors in every calendar year so that there is no more than fifteen calendar months between one annual general meeting and the next and shall present to that meeting (in addition to any other requirement):

4.9 Unless otherwise agreed in writing, at each meeting of the Council of Governors, a member of the Board of Directors is required to report to the Council of Governors on the Trust’s general progress and forward planning unless it is agreed in writing they will not do so.

Unless otherwise agreed in writing, at each meeting of the Council of Governors, a member of the Board of Directors is required to report to the Council of Governors on the Trust’s general position and delivery of the goals identified in its forward plan unless it is agreed in writing they will not do so.

5.6 The Lead Governor and the Deputy Lead Governor so appointed shall hold office until the next annual meeting of the Council

The Lead Governor and the Deputy Lead Governor so appointed shall hold office until the next annual meeting of the Council of Governors or their term as a Governor expires (whichever is the earlier) but shall


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of Governors but shall be eligible for re-appointment at that time.

be eligible for re-appointment at that time.

6.5 Where committees are authorised to establish sub-committees they may not delegate their powers to the sub-committee unless expressly authorised by the Council of Governors.

Paragraph deleted. Given the approval thresholds contained within Paragraph 6, this paragraph is not required.

6.6 Any Committee or Sub-Committee established under this paragraph 6 may call upon outside advisers to assist them with their tasks, subject to the advance agreement of the Board of Directors. Any conflict arising between the Council of Governors and the Board of Directors under this paragraph shall be determined in accordance with the Dispute Resolution Procedure as set out at paragraph 7.4 of Annex 8 of the Constitution.

Any Committee or Sub-Committee established under this paragraph 6 may call upon outside advisers to assist them with their tasks, subject to the advance agreement of the Board of Directors. Any conflict arising between the Council of Governors and the Board of Directors under this paragraph shall be determined in accordance with the Dispute Resolution Procedure set out in the Council of Governor’s Roles and Responsibilities Statement.

7.1-7.17 The Regulatory Framework and the Constitution require each Governor to declare to the Trust Secretary: (a) any actual or potential interest, direct or indirect, which is relevant and material to the business of the Trust, as described in paragraph 7.2.1 of these Standing Orders; and (b) any actual or potential pecuniary interest, direct or indirect, in any contract, proposed contract or other matter concerning the Trust which is under consideration or is to be considered by the Council of Governors, as described in

Amended to reflect the Board of Directors Conflict provisions: Declaration of Interests 7.1 Each Governor shall: 7.1.1 avoid situations in which the Governor has (or can have) a direct or indirect interest that conflicts (or possibly may conflict) with the interests of the trust; and 7.1.2 not accept a benefit from a third party by reason of being a Governor or doing (or not doing) anything in that capacity. 7.2 Paragraph 7.1.1 is not infringed if – 7.2.1 the situation cannot reasonably be regarded as likely to give rise to a conflict of interest, or 7.2.2 the matter has been authorised in accordance with the constitution. 7.3 The duty referred to in sub-paragraph 7.1.2 is not


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paragraph 7.2.2, 7.2.3 and 7.2.4 of these Standing Orders; and (c) any actual or potential family interest, direct or indirect, of which the Governor is aware, as described in paragraph 7.2.5 of these Standing Orders. 7.1.2 Such a declaration shall be made either at the time of the Governor’s election or appointment or within 28 working days thereof, or otherwise as soon as he becomes aware of the existence of that interest, and in a form prescribed by the Trust Secretary from time to time. 7.1.3 In addition, if a Governor is present at a meeting of the Council of Governors and has an interest of any sort 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. 7.1.4 Subject to SO 7.2.4, if a Governor has declared an interest (as described in SO 7.1.1) he shall not take part in the consideration or discussion of the matter (unless allowed to do so by the Chairman). At the time the interests are declared, they should be recorded in the Governor's meeting minutes. Any changes in interests should be officially declared at the next relevant meeting following the change

infringed if acceptance of the benefit cannot reasonably be regarded as likely to give rise to a conflict of interest. 7.4 In sub-paragraph 7.1.2, “third party” means a person other than – 7.4.1 the trust, or 7.4.2 a person acting on its behalf. 7.5 If a Governor has a pecuniary, personal or family interest, 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 considered by the Council of Governors, the Governor shall disclose that interest to the members of the Council of Governors and the Trust Secretary as required by this paragraph 7. 7.6 Such a declaration shall be made: 7.6.1 at the time of the Governor’s election or appointment or within 20 working days thereof, or otherwise as soon as he becomes aware of the existence of that interest, and in a form prescribed by the Trust Secretary from time to time; and 7.6.2 if a Governor is present at a meeting of the Council of Governors and has an interest in any matter which is the subject of consideration, he shall as soon as practicable (and before any vote is taken) disclose the fact (and shall complete a declaration form, as prescribed by the Trust Secretary from time to time, as soon as possible thereafter). 7.7 If a declaration under this paragraph 7 proves to be, or becomes, inaccurate or incomplete, a further declaration must be made. 7.8 This paragraph 7 does not require a declaration of an interest of which the Governor is not aware. 7.9 A Governor need not declare an interest – 7.9.1 if it cannot reasonably be regarded as likely to give rise to a conflict of interest;


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occurring. 7.1.5 This SO 7 applies to any committee, sub-committee or joint committee of the Council of Governors and applies to any member of any such committee, sub-committee, or joint committee (whether or not he is also a Governor). 7.1.6 The interests of Governors in companies likely or possibly seeking to do business with the NHS should be published in the Trust’s Annual Report. The information should be kept up to date for inclusion in succeeding Annual Reports. 7.2 Nature of Interests 7.2.1 Interests which should be regarded as "relevant and material" are as follows and are to be interpreted in accordance with guidance issued by Monitor: (a) directorships, including non-executive directorships held in private companies or public limited companies (with the exception of those of dormant companies); or (b) ownership, part-ownership or directorship of private companies, businesses or consultancies likely or possibly seeking to do business with the NHS; or (c) majority or controlling share holdings in organisations likely or possibly seeking to do business with the NHS; or (d) a position of authority in a charity or

7.9.2 if, or to the extent that, the Governors are already aware of it (and an appropriate written declaration has been made to the Trust Secretary); 7.9.3 if, or to the extent that, it concerns the Governor’s election or appointment and has been or is to be considered – (a) by a meeting of the Council of Governors, or (b) by a committee of the Governors appointed for the purpose under the constitution. 7.10 A Governor shall not be treated as having a pecuniary interest in any contract, proposed contract or other matter by reason only: 7.10.1 of an interest in any company, body or person with which he is connected 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; or 7.10.2 of any travelling or other expenses or allowances payable to a Governor in accordance with the Constitution. 7.11 If a Governor has declared an interest (as described in SO 7.5 but subject to paragraphs 7.8, 7.9 and 7.10) he shall not take part in the consideration or discussion of the matter in respect of which an interest has been disclosed and shall be excluded from the meeting whilst that matter is under consideration (unless the Chairman determines otherwise). At the time the interests are declared, they should be recorded in the Governor's meeting minutes. Any changes in interests should be officially declared at the next relevant meeting following the change occurring. 7.12 The interests of Governors in companies likely or possibly seeking to do business with the NHS should be published in the Trust’s Annual Report. The information should be kept up to date for inclusion in succeeding Annual Reports. 7.13 In the case of persons living together the interest of one


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voluntary organisation in the field of health and social care; or (e) any connection with a voluntary or other organisation contracting for NHS services or commissioning NHS services; or (f) any connection with an organisation, entity or company considering entering into or having entered into a financial agreement with the Trust, including but not limited to, lenders or banks; or (g) research/funding grants that may be received by an individual or their department; or (h) interests in pooled funds that are under separate management. 7.2.2 A Governor shall be treated as having indirectly a pecuniary interest in a contract, proposed contract or other matter, if: (a) he, or a nominee of his, is a director or shareholder of a company or other body, not being a public body, with which the contract was made or is proposed to be made or which has a direct pecuniary interest in the other matter under consideration; or (b) 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

partner or spouse shall, if known to the other, be deemed for the purposes of the Constitution and the SOs to be also an interest of the other. 7.14 If Governors have any doubt about the relevance or materiality of an interest, this should be discussed with the Chairman. Influence rather than the immediacy of the relationship is more important in assessing the relevance of an interest. The interests of partners in professional partnerships including General Practitioners should also be considered. 7.15 This SO 7 applies to any committee or sub-committee of the Council of Governors and applies to any member of any such committee or sub-committee (whether or not he is also a Governor). 7.16 Register of Governors The Register of Governors shall list the names of Governors, their category of membership of the Council of Governors and an address through which they may be contacted, which may be the Trust Secretary. 7.17 Register of Governors’ Interests The Trust Secretary shall keep a Register of Interests of Governors which shall contain the names of each Governor, whether he has declared any interest, and if so, the interest declared.


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consideration. 7.2.3 A Governor shall not be treated as having a pecuniary interest in any contract, proposed contract or other matter by reason only: (a) of his membership of a company or other body, if he has no beneficial interest in any securities of that company or other body; or (b) of an interest in any company, body or person with which he is connected 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; or (c) of any travelling or other expenses or allowances payable to a Governor in accordance with the Constitution. 7.2.4 Where a Governor: (a) has an indirect pecuniary interest in a contract, proposed contract or other matter by reason only of a beneficial interest in securities of a company or other body, and (b) the total nominal value of those securities does not exceed £5,000 or one-hundredth of the total nominal value of the issued share capital of the company or body, whichever is the less, and (c) if the share capital is of more than


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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. 7.2.5 A family interest is an interest of the spouse or partner or any parent, child, brother or sister of a Governor which if it were the interest of that Governor would be a personal interest or a pecuniary interest of his. 7.2.6 If Governors have any doubt about the relevance or materiality of an interest, this should be discussed with the Chairman. Influence rather than the immediacy of the relationship is more important in assessing the relevance of an interest. The interests of partners in professional partnerships including General Practitioners should also be considered. 7.3 Register of Governors The Register of Governors shall list the names of Governors, their category of membership of the Council of Governors and an address through which they may be contacted, which may be the Trust


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Secretary. 7.4 Register of Governors’ Interests The Trust Secretary shall keep a Register of Interests of Governors which shall contain the names of each Governor, whether he has declared any interest, and if so, the interest declared.

11.1 The processes in relation to dispute resolution between the Board of Directors and the Council of Governors will be dealt with in accordance with paragraph 7.4 of Annex 8 of the Constitution.

The processes in relation to dispute resolution between the Board of Directors and the Council of Governors will be dealt with in accordance with the Council of Governor’s Roles and Responsibilities Statement.

Annex 7 – Standing Orders for the Practice and Procedure of the Board of Directors

1.8 Under the Standing Orders relating to the Arrangements for the Exercise of Functions by Delegation (SO 5) the Board of Directors exercises its powers to make arrangements for the exercise, on behalf of the Trust, of any of its functions by a committee or sub-committee appointed by virtue of SO 5 or by an Officer of the Trust, in each case subject to such restrictions and conditions as the Board of Directors thinks fit. Delegated Powers are covered in a separate document (the Scheme of Delegation). That document (as amended from time to time) has effect as if incorporated into the Standing Orders.

Under the Standing Orders relating to the Arrangements for the Exercise of Functions by Delegation (SO 5) the Board of Directors exercises its powers to make arrangements for the exercise, on behalf of the Trust, of any of its functions by a committee or sub-committee appointed by virtue of SO 5 or by an Executive Director, in each case subject to such restrictions and conditions as the Board of Directors thinks fit. Delegated Powers are covered in a separate document (the “Scheme of Delegation”). That document (as amended from time to time) has effect as if incorporated into the Standing Orders.

2.2 Included the definition of an Engagement Policy

3.6.4 The Board of Directors (in consultation with The Board of Directors (in consultation with the Council of Governors)


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the Council of Governors) may appoint any Independent Non-Executive Director (other than the Chairman or Vice Chairman) as the Senior Independent Director, for such period not exceeding the remainder of his term as a Non-Executive Director as they may specify on appointing him. “Independent Non-Executive Director” is a Non-Executive Director of the Trust who satisfies the independence criteria as set out in paragraph A.3.1 of the NHS Foundation Trust Code of Governance.

may appoint one of the Independent Non-Executive Directors (other than the Chairman or Vice Chairman) as the Senior Independent Director, for such period not exceeding the remainder of his term as a Non-Executive Director as they may specify on appointing him. “Independent Non-Executive Director” is a Non-Executive Director who satisfies the independence criteria set out in paragraph B.1.1 of the NHS Foundation Trust Code of Governance.

4.5 The following matters shall appear on every Agenda for a meeting of the Trust and shall be addressed prior to any other business being conducted:

The following matters shall appear on every Agenda for a meeting of the Trust and shall be addressed as part of the business being conducted:

4.7.1 At any meeting of the Board of Directors, 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 members of the Board of Directors present shall choose, shall preside.

At any meeting of the Board of Directors, 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, the Acting Chairman (appointed pursuant to paragraph 3.7.2(a) shall preside.

4.7.2 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 members of the Board of

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, the Acting Chairman (appointed pursuant to paragraph 3.7.2(a) shall preside.


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Directors present shall choose, shall preside.

4.15 Variation and Amendment of Standing Orders: 4.15.1 Subject to paragraph 46 of the Constitution, these SOs shall be amended only if: (a) relevant notice of a meeting has been served in accordance with SO 4.3; (b) a notice of motion under SO 4.9 has been given; (c) no fewer than half the total of the Trust’s Non-Executive Directors vote in favour of amendment; (d) at least two-thirds of the Board of Directors are present; and (e) the variation proposed does not contravene the Regulatory Framework, any statutory provisions or any guidance made by Monitor.

These Standing Orders may only be amended in accordance with paragraph 46 of the Constitution.

Annex 8 – Further Provisions

7.1 The Board of Directors will cooperate with the Council of Governors as far as possible in order to comply with the Regulatory Framework in all respects and in particular in relation to the following matters which are set out specifically within the Constitution.

The Board of Directors will cooperate with the Council of Governors as far as possible in order to comply with the Regulatory Framework, the Engagement Policy and in particular in relation to the following matters which are set out specifically within the Constitution.

7.2-7.4 See separate Engagement Policy Sections removed from the Constitution to be included in a separate


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Engagement Policy as per the Code of Governance

7.1 and 7.2 New paragraphs: 7.1 The Governors and Directors shall comply with the trust’s Engagement Policy 7.2 The provisions set out in the trust’s Engagement Policy will be reviewed in line with the Policy Development Framework in joint meetings of the Council of Governors and Board of Directors.

8.1.1 Where an individual is held by the trust to be ineligible and/or disqualified from membership of either the trust or Council of Governors and disputes the trust’s decision in this respect, the matter shall be referred to an independent assessor nominated by the Senior Independent Director as soon as reasonably practicable thereafter, and in any case, within 14 working days of the trust's decision.

Where an individual is held by the trust to be ineligible and/or disqualified from membership of either the trust or Council of Governors and notifies the trust in writing that he/she wishes to disputes the trust’s decision, the matter shall be referred to an independent assessor agreeable to both parties or in the absence of an agreement within 14 working days of the trust’s decision an independent assessor nominated by the Senior Independent Director as soon as reasonably practicable.

13.2.4 he is a member of the Council of Governors or a councillor or director of an NHS body;

he is a local authority councillor or director of an NHS Organisation (as defined in Annex 5) unless otherwise agreed by the Board of Directors and the Lead Governor or Deputy Lead Governor having regard to the NHS Foundation Trust Code of Governance;

13.2.9 he/she has had his/her name removed (by reason of inefficiency, fraud or unsuitability) from any medical or dental performers list prepared under the 2006 Act, and has not subsequently had his/her name included in such a list; or

he/she has had his/her name removed (by reason of inefficiency, fraud or unsuitability) in accordance with the NHS (Performers List) Regulations 2013 (as amended or replaced) and has not subsequently had his/her name included in such a list; or

16.1.6 New paragraph: any other information required by the NHS Foundation Trust Code of


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Governance, and

16.2.1,16.2.2 and 16.2.3

New paragraphs: 16.2 It is for Monitor to decide: 16.2.1 the form of reports; 16.2.2 when the reports must be sent to it; 16.2.3 the periods to which the reports are to relate.

Annex 9 – Annual Members Meeting

1.5 The Trust shall make provision for Member’s Meeting to be held at different venues whether simultaneously or at different times

Deleted paragraph

1.6 The Board of Directors shall present to the Members at the Annual Members’ Meeting:

At least one of the Directors shall present to the Members at the Annual Members’ Meeting:

1.6.1, 1.6.2 and 1.6.3

1.6.1 a report on steps taken to secure that (taken as a whole) the actual membership or the trust is representative of those eligible for such membership; 1.6.2 the progress of the membership plan; 1.6.3 the results of any election and appointments of Governors, and any other reports or documentation it considers necessary or otherwise required by Monitor or the 2006 Act.

1.6.1 the annual accounts; 1.6.2 Any report of the auditor on them; 1.6.3 The annual report.

The model elections rules have been amended to allow for electronic voting for the first time and these have been replaced for the

most up to date version at Annex 4. Please note some of the numbering has changed throughout the document.


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Title of Paper: The NHS Foundation Trust Code of Governance; Engagement Policy and Statement on the Role and Responsibilities of the Council of Governors


Presenter: Melanie Curd, Deputy Trust Secretary

Author: Melanie Curd, Deputy Trust Secretary



Appendices:

Appendix 1 – Engagement Policy

Appendix 2 – Statement on the Roles and Responsibilities of the


Purpose of Paper

The purpose of the paper is to present the draft Engagement Policy and draft Statement on the

Role and Responsibilities of the Council of Governors, as per the requirements of the Code of

Governance for discussion and approval.

Summary

The NHS Foundation Trust (FT) Code of Governance (the Code) was first published in 2006 and

has recently been updated (July 2014). The purpose of the Code was to bring the best practice

on Corporate Governance from the private sector into NHS Foundation Trusts.

DCHS has completed a self-assessment against the Code and developed a number of actions to

ensure compliance once we become a FT. The action plan is being monitored by the Community

Foundation Trust Programme Board.

To strengthen our compliance against the Code, it is proposed we have a separate Engagement

Policy and Statement on the Roles and Responsibilities of the Council of Governors (CoG).

The purpose of the draft Engagement Policy is for Council of Governor engagement with the

Board of Directors where CoG have concerns about performance of the Board, compliance with

the Provider Licence conditions or other matters related to the overall wellbeing of the NHS

Foundation Trust.

The purpose of the Statement on the Role and Responsibilities of the Council of Governors is to

provide a clear statement detailing the roles and responsibilities of the Council of Governors and

63�Monitor�The�NHS�Foundation�

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their responsibilities towards members, other stakeholders and how Governors will seek their

views and keep them informed. In addition, the statement describes how any disagreements

between the Council of Governors and the Board of Directors will be resolved. It is intended that

this document will form part of our Foundation Trust Scheme of Delegation.

The Council of Governors is asked to discuss the two draft documents and approve them prior to

presentation at Board.

Recommendations

The Council of Governors is asked to discuss and approve the draft Engagement Policy and draft

Statement on the Role and Responsibilities of the Council of Governors.

63�Monitor�The�NHS�Foundation�

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ENGAGEMENT POLICY; COUNCIL OF GOVERNORS AND BOARD OF DIRECTORS

Document History

Modified Date:

Version Number: 1.0 Reference Number:

Next Revision Due:

September 2017

Author: Deputy Trust Secretary

Policy Sponsor:

Approved by: Date:

Ratified by: Date:

Category: Corporate

Sub Section:

Type of Document:

Policy

Have you assessed the Equality Impact of this policy?

Please indicate which groups have discussed this policy:

Date(s) discussed:

Has this Policy previously been known under another title? If so please state previous title.

Date changed:

Revision History

Version Revision date

Summary of Changes

To help ensure that this policy is as accessible as possible, it has been left-aligned and is available in alternative formats and languages. To obtain a copy of the policy in large print, audio, Braille (or other format) or in a different language, please contact The Communications Team, by Tel: 01773 525099 or email [email protected]

63�Appx�1�Engagement�Policy.do

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mailto:[email protected]


1.0 Page 2 of 10 August 2014

TABLE OF CONTENTS 1. AIM /PURPOSE 3

2. INTENDED USERS 3

3. DISCLAIMER 3

4. DEFINITIONS AND AN EXPLANATION OF TERMS USED 4

5. FULL DETAILS OF THE POLICY 4

6. SUPPORT AND ADDITIONAL CONTACTS 4

7. SUPPORTING DOCUMENTS 4

8. APPROVAL AND RATIFICATION ROUTE 4

9. MONITORING/AUDIT 4

10. EQUALITY IMPACT 5

11. APPENDICES 6

APPENDIX 1 – MONITORING/AUDIT TOOL 6

APPENDIX 2 - FLOW CHART


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ENGAGEMENT POLICY

Version Number Page 3 of 10 Policy date

1. AIM /PURPOSE The NHS Foundation Trust Code of Governance requires the Council of Governors to establish a policy for engagement with the Board of Directors where they have concerns about performance of the Board, compliance with the Provider Licence conditions or other matters related to the overall wellbeing of the NHS Foundation Trust.

2. INTENDED USERS Table of Intended Users:

DCHS

Chief Executive’s Department YES

Finance Performance and Information No

Quality No

Strategy No

Operations No

People & Organisational Effectiveness No

This policy is intended for use by the Council of Governors and the Board of Directors

3. DISCLAIMER STATEMENT It is a requirement that the reader follows this policy and accepts professional accountability and maintains the standards of professional practice as set by the appropriate regulatory body applicable to their professional role and to act in accordance with the express and implied terms of your contract of employment, in accordance with the legal duties outlined in the NHS Staff Constitution (section 3b). If there are any concerns with this document then the reader should initially discuss the specific issue with their line manager or raise it through appropriate “raising concerns” channels. The line manager should agree a course of action that is appropriate and reflect this in the patients notes and with the policy sponsor.

4. DEFINITIONS AND AN EXPLANATION OF TERMS USED Board of Directors means the Board of Directors as constituted in accordance with the Constitution; Chairman means the person appointed in accordance with the Constitution to that position. The expression “Chairman” shall be deemed to include the Vice Chairman if the Chairman is absent from a meeting or otherwise unavailable;


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Chief Executive means the Chief Executive Officer of the Trust appointed in accordance with the Constitution; Council of Governors means the Council of Governors as constituted in accordance with the Constitution; Monitor is the body corporate known as Monitor, as provided by Section 61 of 2012 Act; NHS Foundation Trust Code of Governance means the NHS Foundation Trust Code of Governance (Updated July 2014) which is issued by Monitor; Panel means a panel of persons appointed by Monitor to which a Governor of a Foundation Trust may refer a question as to whether the Trust has failed or is failing to act in accordance with its Constitution or with provisions made by or under Chapter 5 of the NHS Act 2006; Provider Licence means the Trust’s Provider Licence granted by the independent regulator under Section 87 of the NHS Act 2006; Senior Independent Director means a person appointed as a Director (whether and Executive Director or a Non-Executive Director) in accordance with the Constitution; Trust Secretary means the Secretary of the Trust or any other person or body corporate appointed to perform the duties of the Secretary of the Trust, including a joint, assistant or deputy secretary.

5. FULL DETAILS OF THE POLICY

5.1 Informal Communications

5.1.1 Informal and frequent communication between the Governors and the Directors is an essential feature of a positive and constructive relationship designed to benefit the trust and the services it provides

5.1.2 The Chairman shall use his reasonable endeavours to encourage effective informal methods of communication including:

(a) participation of the Board of Directors in the induction, orientation and training of Governors;

(b) development of special interest relationships between Non-Executive Directors and Governors;

(c) discussions between Governors and the Chairman and/or the Chief Executive and/or Directors through the office of the Chief Executive or his nominated officer; and;

(d) involvement in membership recruitment and briefings at public events organised by the trust.

5.2 Formal Communication


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5.2.1 Some aspects of formal communication are defined by the constitutional roles and responsibilities of the Council of Governors and the Board of Directors respectively.

5.2.2 Formal communications initiated by the Council of Governors and intended for the Board of Directors will be conducted as follows:

a) specific requests by the Council of Governors will be made through the Chairman to the Board of Directors;

b) any Governor has the right to raise specific issues to be put to the Board of Directors at a duly constituted meeting of the Council of Governors through the Chairman but if the Chairman declines to raise any such issue the said Governor may nonetheless still raise it provided two thirds of the Governors present approve his request to do so. The Chairman shall then raise the matter with the Board of Directors and provide the response to the Council of Governors;

c) Joint meetings will take place between the Council of Governors and the Board of Directors as and when appropriate as determined by the Board of Directors in its absolute discretion.

5.2.3 The Board of Directors may request the Chairman to seek the views of the Council of Governors on such matters as the Board of Directors may from time to time determine.

5.2.4 Communications between the Council of Governors and the Board of Directors may occur with regard to, but shall not be limited to:

a) the Board of Directors proposals for the strategic direction of the trust and the Annual Report and Forward plan;

b) the Board of Directors’ proposals for developments;

c) Trust performance; and

d) involvement in service reviews and evaluation relating to the Trust’s services.

5.2.5 Some or all of the Board of Directors shall also present to the Council of Governors the Annual Accounts, the Annual Report including the Quality Account and any report of the Auditors in accordance with the terms of this constitution and of the 2006 Act.

5.2.6 The following formal methods of communication may also be used as appropriate with the consent of both the Council of Governors and the Board of Directors

a) attendance by some or all of the Board of Directors at a meeting of the Council of Governors; or

b) provision of formal reports or presentations by Executive Directors


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ENGAGEMENT POLICY


to a meeting of the Council of Governors; or

c) inclusion of appropriate minutes for information on the agenda of a meeting of the Council of Governors; or

reporting the views of the Council of Governors to the Board of Directors through the Chairman, the Deputy Chairman or the Senior Independent Director.

5.3 Senior Independent Director

5.3.1 The Senior Independent Director (“SID”) shall act as an alternative source of advice to Governors from the Chairman

5.3.2 The SID shall be available to Governors if they have concerns that contact through the normal channels has failed to resolve any issues which have been raised or for which such contact is inappropriate.

5.4 Raising Concerns

5.4.1 Governors (operating as a group or on their own) may raise concerns in the following circumstances:

a) the performance of the Board of Directors;

b) compliance with the Trust’s Provider Licence; or

c) other matters related to the overall wellbeing of the Trust.

5.4.2 Governors should raise any concerns with the Trust Secretary who may in the first instance be able to resolve the matter informally.

5.4.3 Where the Trust Secretary has been unable to resolve the concerns and/or has recommended that they be taken to the Chairman, the Governor(s) in question should raise the concern with the Chairman and make a request for the matter to be investigated.

5.4.4 The Chairman shall review any evidence offered, make such enquiries and hold such discussion with Trust Officers as he considers appropriate in respect of that matter.

5.4.5 Following completion of his review of the matter the Chairman shall meet with the Governor(s) who raised the concern to discuss his findings as soon as is reasonably practicable. There are three possible outcomes to this meeting;

a) the Governor(s) is satisfied that his concerns were unjustified and withdraws them – no further action is required;

b) the Governor(s) is satisfied that his concerns have been resolved in the course of the investigation. The Chairman shall write a report on the concerns and the action taken and present it in the next Council of Governors meeting. If the Council of Governors agrees


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ENGAGEMENT POLICY


that the matter is resolved no further action is required.

c) If the matter is not resolved to the satisfaction of the Governor(s), the Chairman shall call an extraordinary meeting of the Council of Governors as soon as is reasonably practicable in accordance with the Council of Governors Standing Orders to consider the matter further. That meeting may resolve to take no further action or to consider referring the matter to the Panel in accordance with paragraph 19 of the Constitution.

5.4.6 Minutes shall be taken of the extraordinary Council of Governors meeting to record the outcome of the discussion.

5.4.7 The Panel shall deal with a referral in accordance with its own procedures.

5.5 Resolving Conflict between the Council of Governors and the Board of Directors

Any disputes between the Council of Governors and the Board of Directors shall be dealt with in accordance to the procedure in the Statement of the Roles and Responsibilities of the Council of Governors.

6. SUPPORT AND ADDITIONAL CONTACTS Chief Executive’s Department – 01773 525065

7. SUPPORTING DOCUMENTS OR RELEVANT REFERENCES

Monitor – The NHS Foundation Trust Code of Governance (July 2014) Monitor – Your Statutory Duties; A Reference Guide for NHS Foundation Trust Governors (August 2013) Monitor – Director – Governor Interaction in NHS Foundation Trusts; A Best Practice Guide for Board of Directors DCHS Code of Conduct for Trust Board Members DCHS Code of Conduct for the Council of Governors

8. APPROVAL AND RATIFICATION ROUTE This policy will be approved by the Council of Governors and Board of Directors on a three-yearly basis.

9. MONITORING/AUDIT An audit will be completed on the three yearly review of the policy to record how many times the policy has been implemented and confirm it has been followed correctly.


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ENGAGEMENT POLICY


10. EQUALITY IMPACT

What effect or impact will the new/changed policy have on each of the Protected Characteristics (age, gender, disability, gender reassignment, marriage or civil partnership, pregnancy or maternity, race, religion or belief, sexual orientation)? Following assessment, this Policy will have a positive impact on all of the protected characteristics. The aim of the policy is to promote positive engagement between the Council of Governors and the Board of Directors and ensure processes are fair and equitable.


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ENGAGEMENT POLICY



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Statement of the Council of Governors Roles and Responsibilities

1.0 Context:

The NHS Foundation Trust Code of Governance requires the schedule of matters

reserved for the Board include a clear statement detailing the roles and

responsibilities of the Council of Governors and their responsibilities towards

members, other stakeholders and how Governors will seek their views and keep

them informed. In addition, the statement should describe how any disagreements

between the Council of Governors and the Board of Directors will be resolved.

2.0 Statutory Duties:

The concept of an NHS Foundation Trust rests on local accountability, which

Governors perform a pivotal role in providing. The Council of Governors, collectively,

is the body that binds a Trust to its patients, service users, staff and stakeholders. It

consists of elected members and appointed individuals who represent members and

other stakeholder organisations. The NHS Act 2006 and the Health and Social Care

Act 2012 set out Governors statutory responsibilities:

Appoint and if appropriate, remove the Chair

Appoint and if appropriate, remove the other Non-Executive Directors

Decide the remuneration and allowances and other terms and conditions of

office of the Chair and Non-Executive Directors

Approve (or not) any new appointment of a Chief Executive

Appoint and if appropriate remove the NHS Foundation Trust Auditor

Receive the Trust’s Annual Accounts, any report of the Auditor on them and

the Annual Report at a general meeting of the Council of Governors

Hold the Non-Executive Directors individually and collectively to account for

the performance of the Board of Directors

Represent the interests of the members of the Trust as a whole and the

interest of the public

Approve Significant Transactions

Approve an application by the Trust to enter into a merger, acquisition,

separation or dissolution

Decide whether the Trust’s non-NHS work would significantly interfere with its

principle purpose which is to provide goods and services in England or

performing its other functions

Approve amendments to the Trust’s Constitution (where there has been an

amendment to the Constitution which relates to the powers, duties or roles of

the Council of Governors, at least one Governor must attend the next annual

members meeting and present the amendment to members. Members have

the right to vote on and veto these types of constitutional amendments)

2.1 Additional Powers:

63�Appx�2�Statement�of�the�Cou

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The Board of Directors must have regard to the views of the Council of

Governors when preparing the Trust’ forward plan

The Council of Governors may require one or more of the Directors to attend

a Council of Governors meeting to obtain information about the performance

of the Trust’s functions or the Directors performance of their duties and to help

the Council of Governors decide whether to propose a vote on the Trust’s or

Director’s performance

3.0 Roles and Responsibilities:

Governors may become involved in many areas not covered by the legislation,

however they should remember they do not play an operational role within the Trust.

Within the Council of Governors meetings, Governors will receive and review reports

on:

The performance of the Trust against agreed key financial, operational, quality

and regulatory compliance indicators and stated objectives

Patient experience in areas such as accessibility, cleanliness and the

environment, and overall ‘customer care’

Staff experience such as Staff Surveys including quarterly “Pulse Checks”

Campaigns such as smoking, alcohol, nutrition, drug abuse and accident

prevention

Summary Reports from sub-committees of the Council of Governors

Working groups formed by Governors with selected Non-Executive Directors,

each led by an Executive Director and targeted at the key areas of the Trust’s

activity and strategic planning.

The Membership Strategy and the development of plans for growing and

developing the membership

Other areas of activity of interest to Governors

In addition, the Governors will:

Hold Annual Members’ Meeting to present and receive feedback on the

overall strategic aims of the Trust

Commission an annual review of its effectiveness and efficiency in the

discharge of its responsibilities and achievement of objectives

The Council of Governors will establish the following committees:

• Remuneration Committee


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• Nominations Committee

• Such other committees as required from time to time

• Task and finish working groups as necessary.

4.0 Lead Governor Role:

The main role of the Lead Governor is to support communication between Monitor

and the Council of Governors in the limited number of circumstances when it may

not be appropriate to communicate through the normal channels of the Trust Chair

and Trust Secretary.

The Lead Governor should not assume the power or responsibility of the Council.

The power of the Council of Governors rests with the Council itself.

Monitor expect direct contact with a Council of Governors to be rare. The main

circumstances in which Monitor will contact a Lead Governor are when Monitor has

concerns about the Board’s leadership, which could potentially lead to Monitor using

its formal powers to remove the Chair or Non-Executive Directors (NEDs).

Should individual Governors wish to contact Monitor with such concerns, then

Monitor expects this to also be through the Lead Governor.

4.1 Role of Lead Governor in Communications Process

The Lead Governor should pass on any communication received directly from

Monitor within five days. This should be done via the Trust Secretary

Where the Chair of the Council of Governors is conflicted, the Lead Governor

should convene a meeting of the Council of Governors via the Deputy

Chairman, but only in respect of communications received from Monitor

Where any Governor – including the Lead Governor - wishes to contact

Monitor, this should be first discussed with the Senior Independent Director.

The Senior Independent Director is one of the Non-Executive Directors who

will act as the point of contact with the Board if Governors have concerns that

have not been resolved through the normal channels

After that, if matters have not been resolved through the Chair or the Council

of Governors, then contact with Monitor, would be via the Lead Governor

4.2 Other Responsibilities

In certain occasions it might not be appropriate for the Chair or Deputy Chair to

preside at meetings of the Council of Governors (such as when the Governors are

considering the remuneration and appointment of these individuals).


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In these circumstances the Lead Governor would chair the part of a Council of

Governors meeting that the Chair and Deputy Chair are either absent or disqualified

from participating in. Again, this should only be in a limited number of circumstances.

The role:

To chair meetings of the Council of Governors which cannot be chaired by

theTrust Chair, Deputy Chair or other Non-Executive due to a conflict of

interest

To consult routinely with the Governors regarding the planning and

preparation the Council of Governors agenda

To provide input into the Chair’s appraisal on behalf of the Council of

Governors

To be an external point of contact for Monitor when appropriate

To take an active role in the activities of the Council of Governors

o Deputise for the Chair/Deputy Chair at Members’ events

o Chair quarterly informal Governors’ meetings

o Chair the Membership Committee, present the Membership Report to

the Annual Members’ Meeting and lead the Governors in issues related

to membership

o Present reports to the Board of Governors as Lead Governor

o Report to the Nominations Committee on the Chair’s performance from

the Board of Governor perspective

o Provide leadership and guidance; mentor new or less experienced

governors

o Meet regularly with the Chair; be a point of contact through which

channels of communication flow between Chair/Board of Directors and

Board of Governors so as to foster good relations and openness

o Liaise regularly with the Trust Secretary in relation to meetings,

minutes, follow up action, progress chasing

o Provide a sounding board for the Chair and members of the Executive

Team

5.0 Responsibilities under the Main Principles of the Code of Governance:

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.

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


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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.

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. 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 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 Council of Governors must represent the interest of Trust members and the public.

6.0 Responsibilities under the Code of Conduct:

Governors are required to adhere to the highest standards of conduct in the

performance of their duties. In respect of their interaction with others, they are

required to:

Adhere to good practice in respect of the conduct of meetings and respect the

views of their fellow elected and appointed members


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Be mindful of conduct which could be deemed to be unfair or discriminatory

Treat the Trust’s executives, other employees and fellow members with

respect and in accordance with the Trust’s policies

Recognise that the Council of Governors and management have a common

purpose, i.e. the success of the Trust and adopt a team approach

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 Governors to be ambassadors for the Trust

Adhere to the Trust’s rules and policies

Act in the best interests of the Trust at all times

Contribute to the workings of the Council of Governors in order for it to fulfil its

role and function as defined in the Trust Constitution

Comply with the Trust’s Code of Conduct for Governors and any guidance or

best practice advice issued by Monitor and behave in accordance with the

seven Nolan Principles of Behaviour in Public Life

Comply with the Standing Financial Instructions prepared by the Director of

Finance and approved by the Board of Directors for the guidance of all staff

employed by the Trust

7.0 Governor Communication with Stakeholders

There are a range of options available for staff and public Governors to engage with their constituent members. These include:

Direct/tailored email to members

Use of the members’ newsletter; The Community, to carry articles and messages

Use of the staff newsletter; Our Voice, for staff Governors to share news

Profession-specific email distribution list to aid tailored communications

Social media and digital channels

Open days at our sites

Member recruitment within constituencies In addition, a Membership Group has been established consisting of seven Governors to further develop the channels we use with our membership and how we undertake the wider engagement with our communities.

8.0 Disagreements between the Council of Governors and the Board of

Directors

The Council of Governors and the Board of Directors are committed to developing

and maintaining a constructive and positive relationship. The aim, at all times, is to

resolve any potential or actual differences of opinion quickly, through discussion and

negotiation.


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If the Chairman cannot achieve resolution of a disagreement or dispute between the

Council of Governors and the Board of Directors through informal efforts the

Chairman will follow this dispute resolution procedure. The aim is to resolve the

matter at the first available opportunity and only to follow the dispute resolution

procedure if initial action fails to achieve resolution:

The Chairman will call a joint meeting (“Resolution Meeting”) of equal numbers of

Governors and Directors, to take place as soon as possible, but no later than twenty

working days following the date of the request by the Chairman. The Resolution

Meeting will be held in private. The aim of the Resolution Meeting will be to achieve

resolution of the conflict. The Chairman will have the right to appoint, in his absolute

discretion, an independent facilitator to assist the process. Every reasonable effort

must be made to reach resolution.

If the Resolution Meeting fails to resolve the conflict, the dispute will be referred back

to the Board of Directors who shall make the final decision. Any final decision by the

Board of Directors is without prejudice to the statutory powers of the Council of

Governors.

9.0 References:

Monitor The NHS Foundation Trust Code of Governance (Updated July 2014)

Monitor Your Statutory Duties; A Reference Guide for NHS Foundation Trust

Governors (August 2013)

DCHS Code of Conduct for Governors (October 2012)

Council of Governors Terms of Reference (February 2013)

DCHS Engagement Policy


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Title of Paper: Attendance and Involvement of Governors


Presenter: Kirsteen Farrar, Trust Secretary

Author: Kirsteen Farrar, Trust Secretary David Boddy, Corporate Governance Manager



Appendices:

The report includes the following information:

Appendix 1 Attendance at Council of Governors

Appendix 2 Governor Involvement in DCHS Groups

Appendix 3 Governor Involvement with DCHS Activities

Appendix 4 Governor Training

Appendix 5 Governor Attendance at Meetings and Events

Appendix 6 Membership Recruitment and Engagement

Purpose of Paper

This paper reports on the attendance of Governors at the Council of Governors meetings and the involvement of Governors in activities since the Council began in March 2013. The report demonstrates the enthusiasm and support that Governors are bringing to the Council.

Summary

It is good practice to review attendance and business to reflect whether:

The Council of Governors meetings have been quorate

Governors have been meeting their responsibility to attend Council of Governors meetings

That Governors have become involved by joining in a number of training sessions, activities, DCHS groups, meetings and events

Attendance at Council of Governors meetings The Constitution rules are that the Council is quorate providing at least one third of the total number of Governors are present with a majority of those present being Public Governors. The Council meetings in 2013 and 2014 were all quorate. It is worth reminding Governors that if a Governor is unable to attend a meeting then apologies should be given to the Trust Secretary or Corporate Governance Manager. If a Governor has failed to attend two successive meetings and the Council of Governors are satisfied by a majority of three-quarters that the absence was not due to a reasonable cause then the tenure of the Governor could be terminated.

64�Attendance�and�Involvement�

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The information collated below is based upon feedback from activity and event organisers.

Recommendations

The Council is asked to note the information provided in the paper.


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√

2013

Governor Name Constituency Name 06-Jun 03-Sep 10-Dec 04-Mar 11-Jun

Ray Asher Amber Valley, Erewash & South Derbys √ √ √ √ √

Peter Ashworth Amber Valley, Erewash & South Derbys √ √ √ √

Valerie Broom Amber Valley, Erewash & South Derbys √ √ √ √ √

Roz Coldicott Amber Valley, Erewash & South Derbys √ √ √ √ √

Michael John Perry Amber Valley, Erewash & South Derbys √ √ √ √ √

Valerie Bacon Amber Valley, Erewash & South Derbys √ Resigned

Bridget Leech

(from Aug 2013) Amber Valley, Erewash & South Derbys √ √ √ √

Kathlyn Mary Arthur Amber Valley, Erewash & South Derbys √ √ Resigned

Margaret Slater (from Mar

2014) Amber Valley, Erewash & South Derbys

Linda Barker Bolsover, Chesterfield & NE Derbys √ √ √ √ √

Pauline Blunt Bolsover, Chesterfield & NE Derbys √ √ Resigned

Lorraine Culpin (from May

2014) Bolsover, Chesterfield & NE Derbys

Barry Jex Bolsover, Chesterfield & NE Derbys √ √ √ √ √

Sandra Moody Bolsover, Chesterfield & NE Derbys √ √ √ √ √

Maureen Strelley Bolsover, Chesterfield & NE Derbys √ √ √ √

Andrea Cooke Bolsover, Chesterfield & NE Derbys √ √ √ √

Brenda Greaves Derbyshire Dales & High Peak √ √ √ √ √

Paul Kirtley Derbyshire Dales & High Peak √ √ √

Bernard James Thorpe Derbyshire Dales & High Peak √ √ √ √

Diana Wood Derbyshire Dales & High Peak √ √ √ √ √

Sally-Ann Coope Derbyshire Dales & High Peak √ √ √ √ √

Ruth M. Francis City of Derby √ √ √ √

Denise Sanderson Rest of England √ √ √ √

Amanda Smith Nursing √ √ √ √ √

Sara Nash Nursing √ √ √ √ √

Emma Meakin Nursing √ √ √ √ √

Tabitha Jane Crapper Medical & Dental √ √ √ √ √

Hazel Lowe Other Registered Professionals √ √ √ √ √

Gavin Sykes Other Registered Professionals √ √ √

Adam Short Healthcare Support Staff √ √ √ √ √

Karen Ritchie (from Aug

2013) Healthwatch √ √ √

Paul Jones (from Feb

2014) Derbyshire County Council √ √

Jackie Pendleton North Derbyshire CCG √ √ √

2014

Appendix 1 Attendance at Council of GovernorsKey

Not Member

Attended


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Governor Name

Patient

Experience and

Engagement

Group

Non-Clinical

Environment

Audit Group

Equality, Diversity

and Inclusion

Leadership Forum

Access to

Buildings and

Services

Group

Environment

Group

Quality

Visits

Dignity

in

Care

Group

Care &

Compassion

Project

Raising

Concerns

app

Jun - Aug Sep Sep

Ray Asher √ √ √ √

Peter Ashworth √

Valerie Broom √

Roz Coldicott √ √ √ √ √

Michael John Perry √Bridget Leech

(from Aug 13) √Margaret Slater (from Mar 14)

Linda Barker √

Lorraine Culpin (from May 14) √

Barry Jex

Sandra Moody

Maureen Strelley

Andrea Cooke √

Brenda Greaves √Paul Kirtley √

Bernard James Thorpe √ √

Diana Wood

Sally-Ann Coope

Ruth M. Francis

Denise Sanderson √

Amanda Smith

Sara Nash

Emma Meakin


Hazel Lowe

Gavin Sykes

Adam Short √Healthwatch (Karen Ritchie from

Aug 13) √Derbyshire County Council (Paul

Jones from Feb 14)

North Derbyshire CCG (Jackie

Pendleton)

Key Appendix 2

Governor Involvement with DCHS Groups

Attended √

2014


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Governor Name

Chief Nurse

Interviews

Assessment

Day

Judging

Extra

Mile

Awards

Comms

Workshops

Wkforce Plan

& Devpt

Assessmt

Tool

Patient

Experience

Strategy

Band 6

Nurse

Interviews

NESTA

Bid

PLACE Training

& Assmts.

DCHS

Website

Focus

Meeting

Repton

Open Day

Health

Education

Session for

Members

Review of

Constitution

Self Assmt

Questionnaire

Care &

Compaasion

Project

2014

June July Sep & Oct Sep Oct Nov Jan March - May Jun Jun Jun Jul July Sep

Ray Asher √ √ √

Peter Ashworth √ √

Valerie Broom √ √ √ √

Roz Coldicott √ √ √ √ √

Michael John Perry √ √ √ √ √Bridget Leech

(from Aug 13) √ √ √ √

Margaret Slater (from

Mar 14)√ √

Linda Barker √ √ √ Lorraine Culpin (from

May 14)

Barry Jex √ √ √

Sandra Moody √ √ √

Maureen Strelley

Andrea Cooke √ √

Brenda Greaves √ √ √

Paul Kirtley √ √ Bernard James

Thorpe√ √ √ √ √

Diana Wood

Sally-Ann Coope

Ruth M. Francis √ √ √

Denise Sanderson

Amanda Smith √

Sara Nash √

Emma Meakin √

Tabitha Jane Crapper √ √

Hazel Lowe √

Gavin Sykes

Adam Short √ √ √Healthwatch (Karen

Ritchie from Aug 13)

Derbyshire County

Council (Paul Jones

from Feb 14)

North Derbyshire CCG

(Jackie Pendleton)

2013

Appendix 3

Governor Involvement with DCHS

Activities

Key Attended √


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Governor Name

Governor Induction

Day

Visits to

Sites

Charis

Consultants:

Introduction to

NHS Landscape

and New

Structure

Charis

Consultants:

Introduction to

Monitor and CQC

FTN

Governwell

Course

Quality

Workshop

Nov

Annual Plan

Devpt

Sessions

Charis

Consultants:

Holding to

Account

Charis

Consultants:

Effective

Questioning

Planned Patient

Safety

Walkabouts

Training

Apr Sep Sep Nov Nov Feb - May Mar-Apr Mar-Apr May - Aug

Ray Asher √ √ √ √ √ √ √ √

Peter Ashworth √ √ √ √

Valerie Broom √ √ √ √ √ √ √ √

Roz Coldicott √ √ √ √ √ √ √ √

Michael John Perry √ √ √ √ √ √ √ √ √Bridget Leech

(from Aug 13) √ √ √ √ √ √ √Margaret Slater (from

Mar 14) √ √ √

√

Linda Barker √ √ √ √ √ √ √Lorraine Culpin (from

May 14) √ √

Barry Jex √ √ √ √

Sandra Moody √ √ √ √ √

Maureen Strelley √ √ √

Andrea Cooke √ √ √ √ √ √ √

Brenda Greaves √ √ √ √ √ √ √ √ √

Paul Kirtley √ √ √ √ √ √ √ √ √ √Bernard James

Thorpe √ √ √ √ √ √

Diana Wood √ √ √ √

Sally-Ann Coope √ √

Ruth M. Francis √ √

Denise Sanderson √ √ √ √

Amanda Smith √ √

Sara Nash √ √

Emma Meakin √ √ √ √ √ √ √

Tabitha Jane Crapper √

Hazel Lowe √ √ √ √ √ √

Gavin Sykes √ √ √

Adam Short √ √ √ √ √Healthwatch (Karen

Ritchie from Aug 13) √ √ √Derbyshire County

Council (Paul Jones

from Feb 14) √


(Jackie Pendleton) √ √ √

2013 2014

Appendix 4

Governor TrainingKey Attended √


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Governor Name

Speedwell

Training

Suite

Launch

Annual

General

Meeting

EMA

Award

Event

Meet new

Chair Prem

Singh Staff Forum

Heanor

Hospital

Meetings

2014

Aug Sep Oct Dec Oct 13 - Jun 14 Jan - Aug 14

Ray Asher √ √ √ √

Peter Ashworth √

Valerie Broom √ √ √

Roz Coldicott √ √ √ √

Michael John Perry √ √

Bridget Leech

(from Aug 13)√


Mar 14)

Linda Barker √

Lorraine Culpin (from

May 14)

Barry Jex √ √


Maureen Strelley √

Andrea Cooke √

Brenda Greaves √ √ √ √

Paul Kirtley √

Bernard James

Thorpe√ √

Diana Wood

Sally-Ann Coope √ √ √

Ruth M. Francis √ √ √

Denise Sanderson √ √ √ √

Amanda Smith √

Sara Nash √ √

Emma Meakin √ √ √

Tabitha Jane Crapper √ √ √

Hazel Lowe √ √

Gavin Sykes √ √

Adam Short √ √ √ √ √ √

Healthwatch (Karen


Derbyshire County

Council (Paul Jones

from Feb 14)


(Jackie Pendleton)

√

2013

Appendix 5

Governor Attendance at

Meetings and Events

Key Attended


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Governor Name

Volunteers Dronfield

Membership

Group Wheatbridge

May Aug Aug

Ray Asher

Peter Ashworth

Valerie Broom √

Roz Coldicott

Michael John Perry

Bridget Leech

(from Aug 13)


Mar 14)

Linda Barker √ √ √

Lorraine Culpin (from

May 14)

Barry Jex √ √


Maureen Strelley

Andrea Cooke

Brenda Greaves √ √

Paul Kirtley

Bernard James

Thorpe

Diana Wood

Sally-Ann Coope

Ruth M. Francis

Denise Sanderson

Amanda Smith

Sara Nash

Emma Meakin


Hazel Lowe

Gavin Sykes

Adam Short √

Healthwatch (Karen


Derbyshire County

Council (Paul Jones

from Feb 14)


(Jackie Pendleton)

Appendix 6

Membership Recruitment &

Engagement

Key Attended √


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1


Title of Paper: Quality and Performance Report


Presenter: Chris Sands, Director of Finance, Performance and Information Mary Heritage Assistant Director/Professional Lead Allied Health Professions

Author: Carolyn White, Chief Nurse / Director of Quality and Chris Sands, Director of Finance, Performance and Information




Appendices:

Appendix 1, Quality Report Appendix 2, Governance Risk Rating Appendix 3, Finance Report Appendix 4, Big 9

Purpose of Paper

The purpose of this paper is to provide the Council of Governors with an overview of the Trust’s performance against our quality objectives, and regulatory performance targets.

Summary

1. Quality Report

The Trust has set itself a number of quality objectives to support the delivery of its Quality Strategy. The objectives are:

Keep patients safe

Put patients (and family) at the centre of care

Get the basics right The quality section of this report provides Governors with an overview of the Trust’s performance against key performance indicators in each of these three areas for the month.

2. Regulatory Performance Report The second part of the report provides an update on the Trust’s performance against the

66�Quality�and�Performance�Rep

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2

regulatory performance indicators included within the Provider License by the regulator of foundation trusts, Monitor, for the first four months of 2014/15. The Trust is monitoring performance against these indicators in shadow format in preparation for achieving foundation trust status. Following discussion at the last Council of Governors meeting, the presentation of this information has been reviewed and updated. The position for month 4 shows that the Trust is reporting one area of risk resulting in an Amber/Green rating. This relates to the number of Clostridium Difficile infections (6 year to date) compared to our contractual target of 12. All of the six cases have undertaken a root cause analysis and have been confirmed as unavoidable infections.

3. Finance Report The Trust is forecasting at month 4 that it will achieve all its statutory financial duties. The Trust is currently behind plan by £0.39 million, driven by budgetary pressures within the Integrated Care Based Services division, and some shortfall on delivery of cost improvements. However, it is forecast that this shortfall will be addressed through additional mitigations agreed with the divisions, and through the use of reserves.

4. Big 9 The Quality and Performance report provides an update of Trust progress against the “Big 9” key performance indicators which were agreed as part of the Annual Planning process.

Recommendations

The Council of Governors is asked to receive this report for information. The Council of Governors are asked to nominate a representative for the Quality Always steering group.


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3

1.Safe Care 1.1 Harm Free Care –Patient Safety Thermometer

The Trust continues to contribute to the national Harm Free Care data base. The graph below illustrates the Trusts performance with regard to Harm Free Care which is a point prevalence study of four patient harms measured on one day per month. The harms include:

Pressure ulcers

Falls

Catheter related urinary tract infections

Venous thrombo-embolism

Current Position The Harm Free Care graph above illustrates DCHS’s position compared with the National District Nursing HFC benchmark and demonstrates that for July 2014 DCHS continues to perform below its internally set targets (93%) and the National District Nursing Benchmark across all services. For July 2014 the Harm Free Care (HFC) Score across all Services is 90.96% down from 90.97% in June with the 2014/15 Harm Free Care (HFC) Score across all Services (Year to Date) – 91.63%. Actions Taken Analysis of the data demonstrates that it continues to be heavily influenced by a high level of reported pressure ulcers. Focused work related to pressure ulcers continues to be implemented and a pressure ulcer improvement plan has been approved. Work has demonstrated that the Trust continues to admit a large percentage of patients with pre-existing pressure damage. Community teams in North East Derbyshire, Bolsover and Chesterfield have a higher incidence than comparative community teams. The reasons for this are being examined suggest reasons include:


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4

- Increased workload - Higher level of social deprivation - Inadequate clinical leadership

New Harm Rate The proportion of patients with ‘No New Harms’ for July is 97.94% which is an increase from 97.55% in June. Looking Forward The Trust Development Agency has recently set a new target of 95% for Harm Free Care which will be difficult for the trust to achieve without significant improvement across the health community. A working group including membership from Chesterfield Royal hospital, North Derbyshire Clinical Commissioning Group and DCHS are now pooling resources to identify ways to reduce pressure ulcer prevalence across north Derbyshire. 1.2 Harm from Medication Errors Current Position The Trust continues to monitor medication incidents and particularly those deemed as potentially resulting in serious harm. To the end of June 2014 there have been no serious errors reported. Actions Taken There continues to be concerns regarding the management of insulin and the Trust is currently reviewing a number of training packages which will improve staffs knowledge of diabetes and insulin management when introduced.

05

10152025303540

Harm Free Care by Community Locality & Category July 14

VTE

UTI's

Pressure Ulcers

Falls


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5

Looking Forward The Trust will continue to learn from root cause analysis of any incidents and ensure lessons are learned. Implementation of the diabetes and insulin training packages will commence in September. The Trust continues to encourage reporting of medication incidents and near misses to ensure that lessons learned can be identified and shared. 1.3 Infection Prevention and Control Current position During the reporting period the Trust has sustained its excellent record with regard to infection prevention and control. There are no avoidable infection incidents to report. There have been two cases of clostridium difficle which have been thoroughly investigated and found to be unavoidable Looking Forward The Trust will maintain its excellent performance on infection prevention and control by ensuring that it continues to focus on clinical audit of hand hygiene, best prescribing practice and screening of patients. 1.4 Clinical Safety A national campaign Sign up to Safety has been introduced. The 5 pledges (below) have been incorporated into ‘Quality Always’ – The DCHS Way which will allow DCHS to sign up to the campaign and deliver the outcomes. The five Sign up to Safety pledges 1. Put safety first. Commit to reduce avoidable harm in the NHS by half and make public the goals and plans developed locally. 2. Continually learn. Make their organisations more resilient to risks, by acting on the feedback from patients and by constantly measuring and monitoring how safe their services are. 3. Honesty. Be transparent with people about their progress to tackle patient safety issues and support staff to be candid with patients and their families if something goes wrong. 4. Collaborate. Take a leading role in supporting local collaborative learning, so that improvements are made across all of the local services that patients use. 5. Support. Help people understand why things go wrong and how to put them right. Give staff the time and support to improve and celebrate the progress.


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6

2.Putting Patients (and family) at the Centre of Care 2.1 Friends and Family Test results

. The graph above shows DCHS Friends & Family Test (FFT) Score performances against other Trusts (marked in green) from April 2013 to July 2014. This demonstrates that DCHS is consistently performing better than other organisations when patients are asked If they would recommend our services to friends and family. The graph below illustrates the variance between divisional teams.


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2.2 Hello My Name is Hello My Name Is is a national campaign started by Dr Kate Grainger who has terminal cancer. Dr Grainger noticed in her encounters with healthcare staff that they often omitted to introduce themselves when meeting with patients. The campaign # Hello My Name is has taken on national significance through social media and many organisations have introduced this simple standard as part of their customer care objectives. DCHS has been asked by representatives from the governing body regarding DCHS’s approach and I am pleased to report that the Frontline Care Council have taken this campaign on as a project. We will be able to report back on progress at the next meeting. 2.3 Caring Always – The DCHS Way Caring Always - The DCHS Way, our strategy for patient experience has been formally launched across the organisation and has been well received by staff and patients alike. Developed from feedback from our patients the Trust has made 8 promises to its patients. As part of the campaign staff promise to make sure patients feel:

Welcomed and valued and that their care meets their individual needs

They have the opportunity to discuss what is going to happen at every stage

They understand the choices they can make about their care

Comfortable and safe

They know what to expect and how to get in touch

Confident they are being looked after by well trained staff with time to care

Able to choose how much the Trust involves family, friends and carers and

Able to tell the Trust how to improve.


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3. Getting the Basics right 3.1 Board Quality and Safety Visits Governors have been actively engaged in a number of the new Quality and Safety visits. Feedback from Governors to date suggests that they have found it to be a valuable experience. At the end of September we will undertake an evaluation session of the new process to ensure that any learning from the initial visits is captured. Governors will be invited to attend. 3.2 Quality Always – The DCHS Way Current Position The working group introducing the new style peer review visits is making good progress. An assessment centre for Matrons and senior clinical leaders has been booked and this will identify developmental needs of staff leading this process. The project team are meeting on a weekly basis supported by a steering group which meets monthly.

Actions Taken

Development of Clinical assessment and accreditation tool

Identification of first cohort of staff for assessment centre

Establishment of project team and steering group

Agreement of reward strategy

Agreement of brand Quality Always – The DCHS Way Looking Forward The project is running to its agreed timetable and accreditation visits are planned from September.

There is an opportunity for the Council of Governors to be represented on the steering group 3.3 CQC Development Plan Following the inspection of the Trust by the CQC in March DCHS continues to implement the agreed action plan. This is monitored on a monthly basis through QSC. Good progress has been made to date and all actions are on target for completion. Additional support from an expert in mental health services has been utilised to ensure that best practice is adopted across the unit in this area.


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APPENDIX 2 – REGULATORY PERFORMANCE

Monitor Risk Assurance

Framework Indicators

MeasureRAF Appendix

A Area

RAF Target

2013/14Q1 13/14 Q2 13/14 Q3 13/14 Q4 13/14 Q1 14/15 Apr-14 May-14 Jun-14 Jul-14 Narrative

RTT Waits - admitted patients 90th percentile

(weeks)1 90% 96% 98% 98% 96% 95% 94% 95% 90% 90%

Quarterly scores are quarter

ending scores

RTT Waits - non admitted patients 95th

percentile (weeks)2 95% 99% 99% 99% 98% 99% 99% 99% 99% 99%


ending scores

RTT Waits - incomplete pathway 92nd

percentile (weeks)3 92% 99% 99% 99% 99% 99% 98% 99% 99% 99%


ending scores

A&E 4 Hour Wait for A&E Attendances (%) 4 >95% 99.9% 99.9% 99.9% 99.9% 100.0% 99.5% 99.8% 100.0% 100.0%Quarterly scores are quarter

ending scores

Healthcare Care Associated Infections -

Clostridium difficile (no.)14 12 (year) 0 5 1 3 2 1 1 2 2

Quarterly figures are just for the

quarter

Delayed Transfer of Care for OPMH - Monitor

compliance framework calculation (%)16 <7.5% 4.3% 5.2% 9.5% 6.9% 6.6% 7.1% 5.1% 4.3% 4.3% Monitor quarterly calculation.

Mental health data completeness: identifiers 17 97% 100% 100% 100% 100% 100% 100% 100% 100% 100%

Certification against compliance with

requirements regarding access to healthcare

for people with a learning disability

19 Yes Yes Yes Yes Yes Yes Yes Yes Yes YesTo be reported to EDS &

quarterly to QSC

Data completeness: community services ,

comprising:20 50% 82.5% 82.5% 82.5% 82.5% 82.5% 82.5% 82.5% 82.5% 82.5%


ending scores


comprising:20 50% 70.4% 70.4% 74.7% 74.7% 74.7% 74.7% 74.7% 74.7% 74.7%


ending scores


comprising:20 50% 70.4% 70.4% 74.7% 74.7% 74.7% 74.7% 74.7% 74.7% 74.7%


ending scores

Governance Score Rating 0 1 1 0 0 0 0 1 1


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APPENDIX 3 – FINANCE REPORT

1. Financial Duties The Trust is required to achieve a number of statutory financial duties as an NHS Trust. Under the new Provider License, foundation trusts report against a Continuity of Services (CoS) risk rating. The Trust is reporting against this measure on a shadow basis:

1.1 NHS Trust Duties NHS trusts have a number of financial duties. Trusts must make a surplus of income over expenditure, provide services with a cash limit, known as an External Financing Limit, spend resources on major refurbishment schemes within a Capital Resource Limit, and pay our suppliers within 30 days of receipt of invoices. The month 4 position is summarised below:

Duty Year to Date Forecast Performance

Break Even Duty Surplus £0.898 million

Surplus £2.0 million √

Maintain within External Financing Limit

£0.877 million £1.599 million √

Maintain within Capital Resource Limit

£0.959 million £4.925 million √

Comply with Better Payment Practice Code

Compliance with all 4 measures

Forecast to meet all 4 measures

√

The Trust is forecasting that it will meet all of these duties for 2014/15.

1.2 Foundation Trust The new Provider license that was effective from October 2013 introduced a new Continuity of Services metric for assessing financial risk in foundation trusts. This is based upon the amount of cash an organisation has to pay its staff and suppliers, and the amount of revenue available to service debts.

Measure Indicator Weight Year to Date

Forecast

Liquidity

Number of days operating expenditure covered by current working capital balances

50% 4 4

Capital Servicing Capacity Revenue cover available to service debt repayments

50% 4 4


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The calculations give a score from 1 to 4, with 1 being most risky and 4 less risky. The Trust is currently achieving a Continuity of Service score of 4, and forecasting a score of 4 at the year end.

2. Month 4 Financial Position The Trust is reporting a surplus position of £0.90 million at month 4, which represents a £0.39 million adverse variance against the planned surplus of £1.29 million. The Trust is currently behind plan and this is being driven by budgetary pressures within the Integrated Care Based Services division, and some shortfall on delivery of cost improvements. The cash position at the end of month 4 was ahead of plan with a balance of £12.6 million, against a plan of £12.1 million.

3. Forecast Outturn Financial Position A year end forecast surplus of £2m is reported which will exceed the planned surplus of £1.6m by £0.4m. This forecast position assumes that the Trust will recover the month 4 adverse variance through a combination of additional mitigations, and the use of the general mitigation reserve. The general mitigation reserve remains uncommitted and unallocated at month 4. The Trust is forecasting a year end cash position of £13.3 million will is consistent with the financial plan.


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APPENDIX 4 – “BIG 9”


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Quality People

Quality Service

Quality Business

Objective Priorities 2014/15 What we are aiming for this

year Plan to end of

July

Achieved to end of July

Objective Priorities 2014/15

Plan to end of

July

What we are aiming for this year



Priorities 2014/15 What we are aiming for

this year Objective

Plan to end of July

To deliver high quality and

sustainable services that echo the

values and aspirations of the

communities we serve.

To ensure an effective, efficient and

economical organisation that promotes

productive working and which offers good

value to its community and

commissioners.

To build a high performance work

environment that engages, involves and

supports staff to reach their full potential

Our priorities for this year are: • Keeping patients safe whilst in our

care • Putting patients at the centre of care

delivery (patient experience) • Enhance the healing environment and

improve the outcomes for patients with dementia

• To get the basics right (clinical

effectiveness

Our priorities for this year are:

• Engaged and supported

staff

• Everyone has a quality

appraisal

• Everyone maintains a high

level of attendance

Our priorities for this year are:

• To deliver our £7.5m Cost

improvement programme

• To end the year with an

income and expenditure

surplus of £1.60m

• To reduce our carbon usage

• Reduce the number of serious medication errors to 7 in the year (100%)

• 95% of patients with Diabetes to have appropriate care plans

• 10 patient engagement groups active in the year, starting in June 2014

• Increase staff engagement

• 100% appraisal completion

• Minimum 97% staff attendance

• £7.5m cost improvement programme

• Income and expenditure surplus of

£1.60m

• 200,000 miles saved on business

travel

• 76.2

• 100%

• 97%

• £1.989m

• -£1.29m

• 10,000

• 5 (71%)

• 79%

• 2

• 76.2(GREEN)

• 84% (RED)

• 96.11% (AMBER)

• 0 (0%) (GREEN) • 86.9%(GREEN) • 1 (AMBER)

• £1.64m (AMBER)

• -£0.9m (AMBER)

• 8,000 (AMBER)

66�Appx�4�Big�9.pptx

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Title of Paper: Chief Executive Report


Presenter: Tracy Allen, Chief Executive

Author: Chris Sands, Director of Finance, Performance & Information



Appendices:

Purpose of Paper

The Chief Executive's report provides the Council of Governors with information about key national and local strategic issues affecting Derbyshire Community Health Services NHS Trust.

Summary

The report includes:

an update on the Monitor assessment;

an update on how we are progressing our strategy in relation to integrated care and Health, Wellbeing and Inclusion services;

an update on the future of health services in Heanor and Clay Cross, and;

an update on two of the Trust’s quality initiatives: Caring Always and Quality Always

Recommendations

The paper is for information.

68�Chief�Executive's�Report.do

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Chief Executive's Report September 2014 1. Purpose of the paper This paper is to provide the Council of Governors with information about key national and local strategic issues affecting the Trust. 2. Achieving foundation trust status – re-engagement with Monitor Following our positive visit by the Care Quality Commission (CQC), Monitor re-activated their assessment of the Trust on 1st July 2014. The assessment process is expected to last for 4 months. A Board to Board meeting with Monitor has been arranged for 9th October 2014, and we are expecting a decision on our application to be made at the October Monitor Board meeting. Throughout July and August, Monitor have held a number of focus groups and interviews with a wide range of Trust staff and stakeholders. They will bring together what they learn about the Trust from these meetings to inform the key areas for discussion at the Board to Board meeting. During August, the Trust has also re-engaged with PriceWaterhouseCoopers (PwC). As part of the application process they are required to provide an opinion on the Trust’s Working Capital and Financial Reporting Procedures. These opinions will be finalised in early to mid-October to inform the Monitor Board opinion. 3. Progressing our strategy

3.1 Integrated Care The Trust has been working with local partners to develop and align our future plans for the next 5 years. Commissioners have been asked to establish “Units of Planning” by NHS England. For Derbyshire, there are two units of planning. There is one in the north of the county which is co-terminus with the boundaries of North Derbyshire Clinical Commissioning Group (CCG) and Hardwick CCG. The second is in the south of the county which is co-terminus with the boundaries of Erewash CCG and Southern Derbyshire CCG.

In both units of planning, we are working with the relevant commissioners and other providers to establish governance structures for the agreed service transformation. Derbyshire County Council, and in the south, Derby City Council, are also involved in this work. 3.2 Health Wellbeing and Inclusion Services

In relation to Health, Wellbeing and Inclusion services, we have now submitted tender responses to Derbyshire County Council for both the Healthy Lifestyles and Contraception and Sexual Health Service procurements. The next stage in the


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process for both will be shortlisting and interviews. We would expect to hear whether we have been successful in these tenders in October and November 2014 respectively.

4. Local service reconfiguration issues

4.1 Health Services in Heanor – public engagement update

Southern Derbyshire CCG has now begun a period of public consultation with local people in and around Heanor about how local health services should be developed and the future of Heanor Hospital. This will run until the 8th October 2014. It includes the preferred option of demolishing the existing Memorial Hospital facility and rebuilding on the site to provide a range of services, excluding inpatient beds, based on local health needs analysis and including those currently provided from the Wilmott Street Health Centre site.

This option has been developed in conjunction with the Trust, and indicative provision for the capital costs has been included with our financial plans.

4.2 Clay Cross Public Meeting

I represented the Trust, along with the Chief Officer of Hardwick Clinical Commissioning Group (CCG), our Medical Director and our North East Derbyshire General Manager at a public meeting in Clay Cross on the 18th July that had been arranged by local people in response to concerns about the future of the inpatient ward at Clay Cross Hospital. A wide range of local politicians and the community’s MP, Natascha Engel were also at the meeting.

The meeting was well attended by local people and Clay Cross hospital staff who share a passion and commitment for the excellent local services that we currently provide at the hospital.

The meeting provided an opportunity for the CCG to confirm:

that they haven’t made any proposals about Clay Cross Hospital;

that they are working to develop an understanding of how to best use scarce resources and good community facilities to deliver the right care in the right place at the right time, and that;

they are in the process of talking to local communities about their vision and strategy for local healthcare and will continue to meet with patient groups, parish councils and other local groups to help them formulate proposals for the delivery of local care.

The Trust will continue to work closely with our partners at Hardwick CCG to look at the opportunities we have to improve the way we deliver and integrate care through this process over the coming months.


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5. Local Trust initiatives

5.1 Caring Always

The Trust launched its Caring Always campaign at the Repton Health Centre Open Day held on 27th June 2014. The Caring Always campaign is part of our drive to continue to improve patient experience, and as part of the campaign, staff promise to make patients feel:

welcomed and valued and that their care meets their individual needs;

they have the opportunity to discuss what is going to happen at every stage;

they understand the choices that they can make about their care;

comfortable and safe;

they know what to expect and how to get in touch;

confident they are being looked after by well trained staff with time to care;

able to choose how much we involve their family, friends and carers, and;

able to tell us how to improve.

To ensure the Trust delivers on the promises, patients are being encouraged to feedback on their experience. Governors are encouraged to test this out with patients during Quality Visits.

5.2 Quality Always

The Trust launched its new peer accreditation scheme in July 2014, Quality Always. This is a clinical assessment and accreditation scheme which will adopt the principles of the approach taken by Salford Royal Hospital Foundation Trust which was cited in the Keogh Report as a model of good practice. The purpose of adopting this approach is to further enhance our quality governance systems, but also to streamline how we assess the quality of our services.

The new approach will enable one team of assessors to undertake a whole system assessment in one day, with feedback on outcomes within 24 hours. The assessment team will comprise of a lead senior clinician and lead clinician with supporting team as required.

Colleagues from Salford supported the Trust in the launch held at the Proact Stadium in Chesterfield on 24th July 2014, and were able to share how they had developed the model, the benefits it was bringing and how they planned to develop it in the future. The two workshops run were well attended by clinical staff, and there was lots of enthusiasm for the new approach.


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Title of Paper: Membership Recruitment and Engagement Update


Presenter: Amanda Rawlings, Director of People and Organisational Effectiveness

Author: Jo Chick, Membership Officer




Appendices:

Purpose of Paper

To provide information and assurance to the Council of Governors that we have a representative membership with a range of opportunities for our members to get involved with the work of the Trust.

Summary

Public membership update DCHS currently has a total of 17,172 members; comprising of 12,301 public members and 4,871 staff members (accurate as of 20 August 2014). Membership recruitment We have a public membership of 12,301 against a target of 12,500 by November 2014. Over the last three months we have received higher than usual numbers of deceased members through our data cleanses and we have lost 34 deceased members in this period. We will be rolling out a programme of visits to hospital and health centres from early September to speak to receptionists about the role of membership, replenish membership flyer stocks, put up posters promoting membership and use the opportunity to do some membership recruitment to meet our target. Membership and Governor engagement activity We have summarised our recent membership and governor engagement activity from June - August 2014 below:

69�Membership�Recruitment�and�

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1. The summer 2014 edition of our membership newsletter, The Community, was drafted

and released at the beginning of August. The issue updated members on:

o Our journey to foundation trust status o The outcomes of our CQC inspection o Caring Always – the launch of our new patient experience strategy o Welcome to Prem Singh – 60-second interview o Introducing Brenda Greaves – our lead governor and introducing our two new

Governors – Margaret Slater and Lorraine Culpin o Getting involved o Minor Injury Units – where to get treated o Healthwatch – spotlight on health and social care services and how the public

can feedback o In The News - a summary of our media coverage and activity

Redesigned the membership flyer to capture extra demographic information such as disability, sexual orientation and religion. We have also designed a new membership poster to display in patient waiting areas to encourage patients to sign up to our membership scheme.

Following the redesign of the flyer, we will be rolling out a programme of visits to hospital and health centres to speak to receptionists about the role of membership, replenish membership flyer stocks and put up posters promoting membership.

Discussions are also underway with our dental colleagues in Leicestershire to have membership flyers out in the clinic receptions where we provide dental services from.

Launched our dedicated membership group on Facebook. The group will provide members with the latest news, events and discounts that are on offer to our membership.

Trialling the use of social media adverts to promote and recruit people to our public membership scheme. We currently have a targeted advert on Facebook encouraging people to support their local NHS and sign up as a member. In the two weeks since it launched we have received 12 new membership applications and we will be evaluating the cost effectiveness of this method.

2. Events

Attended the Babington Garden Party hosted by the League of Friends on 14 June to promote membership. Membership flyers were given to attendees with their programme on arrival and explained the role of our membership scheme to those attendees who were interested.

Attended the summer networking event of Erewash Partnership on11 July to promote membership. The event was a good opportunity to speak to people about membership;


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we signed up 10 people during the afternoon but also made useful contacts with people who took away membership flyers for people who they thought would be interested in our membership scheme.

Attended an Amber Valley care home managers meeting with the Care Home Advisory Service to explain our membership scheme and encourage them to sign up. Only three care home managers were present but they each took some forms away for their care homes to hand out to residents who might be interested in signing up.

Attended Dronfield Health Centre with public Governor, Barry Jex to undertake some membership recruitment. We spent two hours in the waiting room speaking to patients who were attending appointments in the outpatient clinics. The majority of patients we spoke to were interested in the membership scheme and happy to sign up. We are also set to attend Wheatbridge Health Village with public Governors Linda Barker and Sandra Moody to undertake some further membership recruitment on Friday 22 August.

Held two focus groups in June for members to come and look at the new design and layout of the DCHS website. The groups were presented with the new proposed website design, allowing them to test the navigation of the system and review the content. Comments and feedback from the sessions is now being collated to be sent to our website developer. One member emailed the team to say she had enjoyed participating in the group.

Invitation issued to a health education afternoon session in July on raising awareness of living with a long term condition.

o Emailed those members with an email address o Issued a press release to local media which was picked up by Belper Online and

the Derby Telegraph online o Promoted the event via our website, Twitter and Facebook pages.

The health education session was held on 8 July and hosted by Sue Robinson on Living with Long Term Conditions.

The session was fully booked with the majority of attendees being members but a number of non-members also attended. Two members of the public signed up as new members.18 people attended the session and feedback from the session said it was aimed ‘just right’. Comments also said:

o “Thought provoking and informative” o “Very good session – helpful with good signposting” o “It made us all think about the effects of long term conditions”

The session was also used as an opportunity for some of the governors to engage with the members attending.

Linda Barker opened the session by introducing herself as a governor, the role of a


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governor and explained that there were governors who looked after the interests of each constituency. Sandra Moody then closed the session asking attendees to take away membership forms for interested friends and family and asking members to fill in the evaluation forms. Members used the opportunity to speak to Linda and Sandra at the end of the session. It was thought to be a good idea to get a local Governor to host every health education session and all future sessions could have a 5-minute talk at the beginning of the session.

3. Email updates

Invited local members in South Derbyshire to the Repton Open Day on 27 June to view the health centre’s refurbishment and the launch of our Caring Always patient experience strategy.

Issued all staff email to remind staff that we are still actively recruiting to our membership and encourage them to sign up their friends and family.

As part of our ongoing commitment to keeping members up to date with the latest news and developments, we informed the local members on the start of the future of Heanor health services consultation and the consultation meetings that members are able to attend to hear more.

Issued an email to members to advertise that we are looking for Associate Mental Health Act Managers. Of members who came back via me, I am aware of five members who were interested in the roles and wished to apply.

4. Patient information to readers panel

Posted out copies of the new Patient Experience leaflet to members to check that the newly designed leaflet is easy to understand. The feedback picked up a couple of points to amend but the majority of the feedback praised the leaflet for being clear and easy to understand.

Work is being undertaken on refreshing and updating of the multi-agency Transfer of Care Protocol. The key change of the update is that DCHS wishes to adopt the same timelines as our acute hospitals of issuing letters to patients/relatives. The leaflet and patient letters were sent out to a selection of members for comment, providing the team with “valuable input from the readers”.

Members who took part in our Patient Led Assessments of the Care Environment (PLACE) have been invited to a feedback session at the end of August to hear the outcomes of the assessments and provide us with any feedback.

5. Governors

Issued a number of Governor newsletters. The newsletters featured: o Update following the Council of Governors meeting inviting Governors who

would like to meet with the Membership team to discuss membership


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engagement o Invited Governors to attend Erewash Partnership event on 11 July to help with

our membership recruitment, and our health education session on 8 July on living with long term conditions to meet members

o Informed Governors of some involvement opportunities with our Patient Experience Group and patient/service shadowing activity in order to evaluate leadership practice in that area and to help formulate recommendations for improvement

o We have successfully bid for some external funding by NESTA to develop our approach to volunteering and Governors were invited to join a project group to guide this piece of work

Issued all the Governors with briefings on the reduction of hours at our Minor Injury Unit at Ilkeston Community Hospital and the future of health services at Clay Cross Hospital.

Staff said they wanted to hear more from their Staff Governors in Our Voice. From July’s edition, every month Our Voice will feature a column from one of our Staff Governors talking about how they have been finding their roles as Governors and what they have been doing in their role. Staff Governors who have featured so far are:

o Emma Meakin – Other Registered Professionals o Tabitha Crapper – Healthcare Support Staff o Adam Short – A&C and Managers.

Building on the Communications workshops that we hosted with Governors, we sent an email to all Governors to offer any further help or support. We also asked Governors to help us in our membership recruitment by signing up their friends and family.

Future activities

Attending the following events: o Staveley 50+ forum – 28 August - Kim Ashall, General Manager North East

Derbyshire to present to the group about the services that we provide in the area and our public membership scheme

o Working Together to Improve Quality Care (Care Home Advisory Service events) – having a membership stand on the market place at these events in October.

Discussions with Mary Heritage, Assistant Director of Quality and Professional Lead for AHPs about using our members for all ten Patient and Public Involvement groups that she is looking to set up.

Contacting the Indian and Chinese community groups to ask whether we can attend meetings to highlight the services that DCHS provide and promote our public membership scheme.

Membership meeting with Governors We held the initial membership meeting with a small group of interested public and staff Governors. The meeting was to look at how the team could support the Governors in


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engaging with their members. A number of suggested actions on membership engagement and how to support Governors were discussed:

Rolling programme of events to be held at each of our main hospitals and health centres, this would include larger ‘open days’ at the hospitals as well as some smaller sessions, all of which Governors can have the opportunity to get involved

Photos of local public Governors to be displayed along with the executive team photos at the main sites

List of local events e.g. Christmas bazaars, summer fayres to be made available to governors who can attend if they wish as an opportunity to raise their profile at their local sites

Script to be prepared for Governors who wish to be involved in the events – this would cover

o DCHS - who we are, what we do o Governors role o Membership.

Clear expectations script to also be prepared so Governors are clear about what their role is at such events, it was agreed this is broadly to

o Have a presence – being seen as an active Governor in your constituency o Talk to patients and staff about their role o Recruit interested members.

Pull up banners to be developed that can be put up when a Governor is on site to explain who they are and what they do

Look at producing some suggestion boxes and comment cards to have on site to enable those members who don’t want to speak directly to a Governor to leave their comments

DVD to be produced as per Chesterfield Royal Hospital Governor DVD which can be used at events to explain who the Governors are and what they do.

The membership group will meet again in November to update on actions with the aim to establish a formal membership sub-committee. Membership of this sub-committee would be offered out to all Governors. Membership representation As the population is ever-changing our membership database supplier MES who work with over 100 other NHS organisations nationally states that an index between 80 – 120 is seen as representative. We have endeavoured to achieve an in-house target of maintaining indexes of between 90 – 110. The table below displays how our total membership is split between each constituency and how the membership population currently aligns with the local base population in that area. We have removed the base population and percentage of membership for the Rest of England constituency, as these figures would skew the overall report significantly.


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Public % of Membership Base

% of Area Index

Amber Valley, Erewash & South Derbyshire 3,285 33.85 334,077 32.36 105

Bolsover, Chesterfield & North East Derbyshire 2,705 27.87 280,525 27.18 103

City of Derby 2,346 24.17 254,184 24.62 98

Derbyshire Dales & High Peak 1,369 14.11 163,493 15.84 89

Rest of England 0 0.00 0 0.00 0

Out of Trust Area* 0 0.00 0 0.00 0

Total 9,705 100.00 1,032,279 100.00

* Out of Trust area: Our membership database is populated by Royal Mail’s Postcode Address Files (PAF). New addresses (or where commercial properties have been converted to residential properties) can take a period of time to get updated by Royal Mail, thus defaulting these addresses to Out of Trust area. This figure could also include members who live outside of our constituencies and appropriate action will be undertaken if members are found to live outside of England. Please find the total membership breakdown for all of our membership constituencies including the number of members within our Rest of England and Out of Trust area constituencies.

Public % of Membership Base

% of Area Index

Amber Valley, Erewash & South Derbyshire 3,285 26.71 334,077 32.36 83

Bolsover, Chesterfield & North East Derbyshire 2,705 21.99 280,525 27.18 81

City of Derby 2,346 19.07 254,184 24.62 77

Derbyshire Dales & High Peak 1,369 11.13 163,493 15.84 70

Rest of England 2,556 20.78 0 0.00 0

Out of Trust Area 40 0.33 0 0.00 0

Total 12,301 100.00 1,032,279 100.00

Recommendations

We would like the Council of Governors to receive this paper for information and the assurance it provides.


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Key Dates and Future Events 2014-2015

Thursday 11th December 2014

Council of Governors Meeting 2.00pm - 5.00pm

Belper Town FC Christchurch Meadow Bridge Street Belper Derbyshire DE56 1BA Tel: 01773 825549

Wednesday 4th March 2015



Thursday 11th June 2015

Council of Governors Meeting 6.00pm-9.00pm

The Postmill Centre Market Street South Normanton Derbyshire DE55 2EJ Tel: 01773 860296

Wednesday 9th September 2015



Thursday 3rd December 2015


The Postmill Centre Market Street South Normanton Derbyshire DE55 2EJ Tel: 01773 860296

74�Key�Dates�and�Future�Events

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