GROUP GOVERNANCE FRAMEWORK MANUAL

Transcription

1 GROUP GOVERNANCE FRAMEWORK MANUAL Incorporating Standing Orders of the Board of Directors, Standing Orders of the Council of Governors, Reservation and Delegation of Powers and Standing Financial Instructions. Classification: Policy Lead Author: Jane Burns, Director of Corporate Services and Group Secretary Authors Division: Trust Executive Group Arrangements: Salford Royal NHS Foundation Trust (SRFT) Pennine Acute Hospitals NHS Trust (PAT) Unique ID: TT1(06) Issue number: 15 Expiry Date: June 2019 CONTENTS Section Page 1 Setting 3 2 The Manual 3 3 Structure of Group 3 4 Chairman and Chief Executive 5 Non-Executive Directors 6 Executive Directors (Group Chief Officers) 7 Care Organisations 8 Council of Governors 9 Membership 10 Committees of Group Committees in Common Group Audit Committee 8 Group Nominations, Remuneration and Terms of Service Committee 9 Charitable Funds Committee 9 Group Executive Risk and Assurance Committee 10 Strategy and Investment Committee 10 Group Executive Development and Delivery Committee Values and Principles Internal Control 13 Annual Governance Statement 13 Processes and Procedures 14 Assurance Frameworks 14 Groups Mission and the Principal Objectives 16 Risks and Risk Assessment Process 17 Assurance on Controls 19 Group Board Reports & Level of Assurance Independent Control and Regulation 24 Internal Audit 24 Countering Fraud, Bribery and Corruption 26 External Audit 27 NHS Improvement 27 Care Quality Commission 28 Issue 15 June 2017 Group Governance Framework Manual Current Version is held on the Intranet Check with Intranet that this printed copy is the latest issue Page 1 of 198

2 Health and Safety Executive 29 NHS Litigation Authority 30 Appendices 1 Monitors NHS Foundation Trust Accounting Officer Memorandum 31 2 Care Organisation Chief Officer s accountable officer memorandum 37 3 Standing Orders of the Board of Directors 41 Annex A: Standards of Business Conduct Policy 66 4 Group Committees in Common Terms of Reference 88 5 Standing Orders of the Council of Governors 90 6 Shadow Group Council of Governors Terms of Reference Standing Financial Instructions Reservation of Powers and Delegation of Powers 150 Issue 15 June 2017 Group Governance Framework Manual Current Version is held on the Intranet Check with Intranet that this printed copy is the latest issue Page 2 of 198

3 1. Setting 1.1 Salford Royal NHS Foundation Trust (SRFT) Board has set out parameters to establish a Group, with Pennine Acute Hospitals NHS Trust (PAHT) being the first member. 1.2 It is intended that in due course Group will be established as a single NHS foundation trust, however it is important to note that currently SRFT and PAHT remain sovereign statutory bodies. 1.3 From 1 st April 2017, the Trust Boards of both SRFT and PAHT delegated their functions to a Group Committees in Common (Group CiC). The Group Committees in Common is responsible for the exercise of those functions delegated to it by the SRFT and PAHT Boards, as set out in the Scheme of Reservation and Delegation of Powers. 2. The Manual 2.1 The Group Governance Framework Manual takes full account of the NHS Foundation Trust Code of Governance which was published by Monitor (now NHS Improvement) to assist NHS Foundation Trust Boards in improving their governance arrangements by bringing together the best practice of public and private sector corporate governance. 2.2 The purpose of the Group Governance Framework Manual is to bring together the key governance documents that describe the control framework within which the Group s objectives are delivered. These documents include: The Standing Orders of the Board The Terms of Reference for Group Committees in Common The Standing Orders of the Council of Governors The Standards of Business Conduct The Scheme of Reservations of Powers and Delegation of Powers The Detailed Scheme of Delegation The Standing Financial Instructions 2.3 The Manual is to be read in conjunction with: Authorisation of Salford Royal NHS Foundation Trust (which includes the Constitution) Establishment Order of The Pennine Acute Hospitals NHS Trust Policy for Raising Serious Concerns that are Critical to the Overall Performance and Welfare of the Foundation Trust and Resolving Disagreements between the Council of Governors and Board of Directors 3. Structure of Group 3.1. Group Committees in Common - The SRFT and PAHT Boards of Directors have established the Group Committees in Common (Group CiC) with delegated Issue 15 June 2017 Group Governance Framework Manual Current Version is held on the Intranet Check with Intranet that this printed copy is the latest issue Page 3 of 198

4 responsibility for the exercise of functions of the SRFT and PAHT, as defined within the Scheme of Reservation and Delegation of Powers The Group CiC meet at the same time, around one table, to make decisions in relation to SRFT and PAHT. Since both of the committees have delegated powers from their Board, the decisions of each committee is final and there is no need for ratification by the SRFT and PAHT Boards The SRFT and PAHT Boards and Group CiC are made up of a Chairman (who is a Non-Executive Director) plus up to six other Non-Executive Directors and six Executive Directors, with the number of Executive Directors not exceeding the number of Non-Executive Directors. The Chairman has the casting vote. Other Directors attend in a non-voting capacity The Group Board, operating as Committees in Common, will substantially operate as the Boards for the two constituent Trusts. There will be specific but limited occasions where Board members who are not members of the Committees in Common will comprise the membership of individual Board meetings of the two Trusts e.g. approval of annual plans and annual accounts The two respective Boards (SRFT and PAHT) are ultimately responsible for their individual organisations and have oversight of the delegation arrangement. Each Board retains the power to change or revoke the authority delegated to its committee at any stage SRFT and PAHT have established combined Standing Orders (Group Standing Orders for Board) that ensure effective and appropriate corporate governance arrangements are in place for the two sovereign organisations whilst in transition to Group. The detailed arrangements for the SRFT and PAHT Boards and Group CiC are set out within the Group Standing Orders for Board (Appendix 3). The Terms of Reference for Group CiC (Appendix 4) set out specific provisions, and should be read in conjunction with Group Standing Orders for Board The Group CiC is accountable for the overall performance and quality of its services to the regulators, NHS Improvement (NHS I) and the Care Quality Commission (CQC), and the Shadow Group Council of Governors Shadow Group Council of Governors The Shadow Group Council of Governors is established as a sub-committee of the SRFT Council of Governors, as defined within the Scheme of Reservation and Delegation of Powers The powers of SRFT s Council of Governors are established under statute. The Council of Governors may not delegate any of its powers to a committee or subcommittee, but it has appointed this committee to assist the SRFT Council of Governors in carrying out its functions, in particular, the Shadow Group Council of Governors Committee is expected to assist by carrying out those functions set out in the SRFT Scheme of Reservation and Delegation of Powers The Shadow Group Council of Governors will assist the SRFT Council of Governors in fulfilling its responsibilities, which include the appointment of the Chairman and Non-Executive Directors. The Council of Governors responsibilities are set out in the SRFT Constitution Group membership it is the Group-wide membership, comprising public and staff members, that elects the elected component of the Shadow Group Council of Issue 15 June 2017 Group Governance Framework Manual Current Version is held on the Intranet Check with Intranet that this printed copy is the latest issue Page 4 of 198

5 Governors. Key partner organisations appoint the appointed component of the Shadow Group Council of Governors. 4. Chairman and Chief Executive 4.1. There is a clear division of responsibility between the Chairing of the Group CiC and Group Council of Governors (N.B. and Chairing the Boards of the two constituent Trusts) on the one hand and the executive responsibility for the running of the Trust s business on the other. No one individual should have unfettered powers of decision (NHS FT Code of Governance 2014, p.19) The overall role of the Chairman is one of enabling and leading so that the attributes and specific roles of the executive and team and the non-executives are brought together in a constructive partnership to take forward the organisation (Code of Accountability in the NHS, 2004, p.5) The Chairman is responsible for: providing leadership of the Group CiC and the Shadow Group Council of Governors, ensuring their effectiveness on all aspects of their role and leading on setting the agenda for their meetings ; ensuring that the Group CiC and the Shadow Group Council of Governors work together effectively ; ensuring that directors and governors receive accurate, timely and clear information which enables them to perform their duties effectively ; ensuring effective and open communication with patients, service users, members, staff, the public and other stakeholders ; ensuring constructive relations between Executive and Non-Executive Directors ; (Quotations from NHS FT Code of Governance, 2014) appraising the performance of the Chief Executive and the Non-Executive Directors; facilitating the effective contribution of all Executive and Non-Executive Directors to the Group CiC s affairs and ensuring that the Group CiC act as a team The Chief Executive is accountable to the Chairman and Non-Executive Directors for ensuring that the Board is empowered to govern the Trust and that the objectives it sets are accomplished through effective and properly controlled executive action. The Chief Executive should be allowed full scope, within clearly defined delegated powers, for action in fulfilling the decisions of the Board (Code of Accountability in the NHS, 2004, p. 5-6) 4.5. The Chief Executive is responsible for: performing the duties of Accounting Officer as set out in the Health and Social Care (Community Health and Standards) Act 2003 (See Appendix 1, NHS Foundation Trust Accounting Officer Memorandum); overseeing risk management within the Trust and signing the Annual Governance Statement; organising, managing and staffing the Trust; developing and maintaining procedures for the Trust; Issue 15 June 2017 Group Governance Framework Manual Current Version is held on the Intranet Check with Intranet that this printed copy is the latest issue Page 5 of 198

6 protecting the Trust s reputation and integrity locally and nationally, by ensuring the Trust is open and honest in its communications and through the development of strong partnerships with all stakeholders; ensuring the quality of service provision. 5. Non-Executive Directors As members of a unitary board, Non-Executive Directors have a duty to ensure that there is constructive challenge of the decisions of the Board. Non-Executive Directors are responsible for: 1. bringing independent judgement to bear on issues of strategy, performance, risk management and key appointments; 2. satisfying themselves on the integrity of financial information and that financial controls and systems of risk management are robust and defensible 3. determining appropriate levels of remuneration of Executive Directors (through the Remuneration Committee) ; 4. appointing and where necessary removing Executive Directors, and succession planning ; (Quotations from NHS FT Code of Governance, 2014); 5. ensuring that the Board acts in the best interests of the public and is fully accountable to the public for the services provided by the Trust and the public funds it uses (Code of Accountability in the NHS, 2004, p.5-6); 6. undertaking the work of the Audit Committee. 6. Executive Directors (Group Chief Officers) Executive Directors The Executive Directors of SRFT are also Group Chief Officers and voting members of the Group CiC: the Chief Executive Officer Executive Director of Finance (Chief Financial Officer) Executive Medical Director (Chief Medical Officer) Executive Nurse Director (Chief Nursing Officer) Executive Director of Corporate Strategy (Chief Strategy and OD Officer) Executive Director of Group Delivery (Chief Delivery Officer) They have responsibilities as members of the SRFT Board and Group CiC and as the most senior managers of the operations of Group. The Executive Directors of the PAHT Board currently comprise: the Chief Executive Officer Executive Director of Finance Executive Medical Director Executive Nurse Director (Chief Nursing Officer). Issue 15 June 2017 Group Governance Framework Manual Current Version is held on the Intranet Check with Intranet that this printed copy is the latest issue Page 6 of 198

7 7. Care Organisations Currently, Group comprises four Care Organisations: Salford Oldham Bury & Rochdale North Manchester Each Care Organisation has a leadership team comprising: Chief Officer Medical Director Director of Nursing Finance Director. Together they are accountable to the Group Committees in Common for the day to day running of the hospital services and, as applicable, primary, community, mental health and social care services of a Care Organisation. The Care Organisation Chief Officers are non-voting members of Group CiC. 8. Council of Governors As described earlier, to enable the public and staff members and communities served by the Group to be represented, SRFT s Council of Governors (CoG) have established a subcommittee, to assist the SRFT CoG in carrying out its functions; this subcommittee is the Shadow Group Council of Governors committee, and will be known as the Shadow Group Council of Governors. The Shadow Group Council of Governors will have a close working relationship with the Group CiC. The Shadow Group Council of Governors comprises elected public [and shadow public] and staff [and shadow staff] governors, and appointed [and shadow appointed] governors. Elected governors represent two broad groups: staff and members of the public. Each of these groups is divided into constituencies as detailed within the Constitution and Shadow Group Council of Governors Committee Terms of Reference. Appointed governors represent key stakeholders of the Trust. In broad terms, the Council of Governors is responsible for: holding the Non-Executive Directors individually and collectively to account for the performance of the Board of Directors representing the interests of the members of the Foundation Trust as a whole and the interests of the public To this end, it prepares and from time to time reviews the Trust s Membership and Public Engagement Strategy. Governors provide their views to the Board on the Trust s forward plans and are presented with the annual report and accounts. Particular responsibilities of the Council are: to appoint or remove the Chairman and the other Non-Executive Directors; to approve the appointment (by the Non-Executive Directors) of the Chief Executive; to decide the remuneration and allowances, and the other terms and conditions of office, of the Non-Executive Directors; Issue 15 June 2017 Group Governance Framework Manual Current Version is held on the Intranet Check with Intranet that this printed copy is the latest issue Page 7 of 198

8 to appoint or remove the Trust s financial auditor; The Standing Orders of the Council of Governors are included within the Group Governance Framework Manual. 9. Membership The members provide a means by which the Group can engage with the communities it serves with regard to their views of its services and their needs and wishes in respect of future development. There are two classes of members: staff members and public members. SRFT has two public constituencies, Salford and Out of Salford. Details of the constituencies are set out in the Constitution. PAHT has three public constituencies, North Manchester, Oldham and Bury & Rochdale. Both staff and public members elect the governors who represent their constituencies. All Governors and Non-Executive Directors have to be members of the Trust and the constituency they represent. 10. Committees of Group CiC The Group CiC has established the following committees: Audit Committee Nominations, Remuneration and Terms of Service Committee Charitable Funds Committee Strategy and Investments Committee Group Executive Risk and Assurance Committee Group Executive Development and Delivery Committee The terms of reference of these committees are available on Trust s intranet site. The powers that the Group CiC has delegated to the committees are listed in the Reservation and Delegation of Powers. A brief description of their role in corporate governance follows Audit Committee There will be a single Audit Committee at group level comprising non-executives. In a transitional setting this Committee will fulfil the Audit Committee responsibilities for all statutory bodies within group. The single Audit Committee will review the establishment and maintenance of an effective system of integrated governance, risk management and internal control across the whole of Group and across all of Group s activities that support the achievement of Group objectives. In particular, the single Committee shall review the adequacy and effectiveness of: all risk and control and related disclosure statements, (in particular the Annual Governance Statement(s)) together with any accompanying Head of Internal Audit Opinions for the Group and the Care Organisations, prior to submission to the Group Board; Issue 15 June 2017 Group Governance Framework Manual Current Version is held on the Intranet Check with Intranet that this printed copy is the latest issue Page 8 of 198

9 all the processes of corporate governance to enable the organisation to implement best practice as set out in appropriate guidance. This will include the Assurance Framework together with any accompanying internal audit opinion. the structures, processes and responsibilities for identifying and managing key risks facing the organisation; the policies for ensuring that there is compliance with relevant regulatory, legal and code of conduct requirements and other relevant guidance, including a review of the Trust Corporate Governance Framework Manual prior to submission to the Group Board. the policies and procedures for all work related to fraud and corruption as required by Commissioners and NHS Protect. The Audit Committee will work closely with the Group Executive Risk and Assurance Committee. The work of the two committees needs to be linked so that the Group Board can be confident that there is an aligned independent and executive focus on strategic risk and assurance. This will be achieved through committee work plans underpinned by the Assurance Framework, agreed priorities, routine referral of issues between committees so that there is respective understanding of risk and assurance concerns. The development of the Annual Governance Statement should be a shared endeavour from the beginning of the year so that any significant control concerns are the focus for both committees through the different lenses of their work. AGS s and Heads of Internal Audit Opinion can be produced at CO level to enable aggregating at Group level and to fulfil statutory reporting in transition. In order to maximise the overview and scrutiny capability of the Group CiC, the membership of the Audit Committee comprises all Non-Executive Directors, with the exception of the Trust Chairman. The Trust Chairman may attend by invitation of the Audit Committee Chairman Group Nominations, Remuneration, and Terms of Service (NRTS) Committee Nominations, Remuneration and Terms of Service Committees are established in NHS bodies to advise Boards about appropriate remuneration and terms of service for the Chief Executive, the Executive Directors and other senior staff. Advice to the Group CiC includes all aspects of salary, provisions for other benefits including pensions and cars, as well as arrangements for termination of employment and other contractual terms. The Group CiC has established a Nominations, Remuneration and Terms of Service Committee with comprehensive terms of reference, which are available on the Trust s intranet site at: The membership of the Nominations, Remuneration and Terms of Service Committee comprises the Trust Chairman and all Non-Executive Directors Charitable Funds Committee (at each Trust) The SRFT and PAHT are the Corporate Trustee of the Charity governed by the laws applicable to Trusts, principally the Trustees Act 2000 and the Charities Act Issue 15 June 2017 Group Governance Framework Manual Current Version is held on the Intranet Check with Intranet that this printed copy is the latest issue Page 9 of 198

10 The Group CiC has devolved responsibility for the on-going management of the funds to the Charitable Funds Committee which administers the funds on behalf of the Corporate Trustees. Its terms of reference are available on the Trust s intranet site at: The membership of the Charitable Funds Committee comprises of all Non-Executive Directors Group Executive Risk and Assurance Committee The Group Executive Risk and Assurance Committee is established as a standing committee of the Group CiC to provide assurance on the control of risk. Group Executive Risk and Assurance Committee will: review and aggregate evidence from Care Organisations that there is ongoing compliance with terms of authorisation and statutory duties and assure Group CiC (and transitional statutory boards); review corporate performance of Group; have overarching responsibility for risk management including monitoring of all group level risks and reporting to Group CiC; oversee the Care Organisation Single Oversight Framework and review Care Organisation Assurance Frameworks/Risk Registers Strategy and Investment Committee The Strategy and Investment Committee is established as a standing committee of the Group CiC to provide independent and objective review of, and assurances, in relation to major strategic initiatives, including investments/divestments of activities which significantly broaden, diversify or reduce the Group activity base, and ensuring their alignment with Group Board approved strategy and risk framework Group Executive Development and Delivery Committee The Strategy and Investment Committee is established as a standing committee of the Group CiC, the committee has delegated power from Group CiC to oversee the development and delivery of Group s strategic ambitions, and to take appropriate action to mitigate risk. Issue 15 June 2017 Group Governance Framework Manual Current Version is held on the Intranet Check with Intranet that this printed copy is the latest issue Page 10 of 198

11 11. VALUES AND PRINCIPLES The Group CiC sets the Group-wide mission and vision, aligned to the Trust s governing objectives. The Group CiC also sets the Group s strategic direction and objectives (supported through analysis and assessment performed by the Strategy Function). Care Organisations will hold operational autonomy, with responsibility to inform and implement strategy and standards as set by the Group and instil the Group s vision and values 11.1 Values Consultation is currently underway to determine Group values. During transition, the values of SRFT and PAHT remain: SRFT Values: Patient Focus Communicates effectively with patients, families and internally with colleagues Proactively personalises the service, connecting with patients and carers Adopts and practises Safe, Clean, Personal ethos Continuous Improvement Looks at ways of measuring and auditing improvements Proactively develops goals and objectives in support of the Trust s vision Identifies opportunities to reduce waste and inefficiency Accountability Acts with integrity and is results-focused Displays personal accountability towards problem-solving Recognises and accepts accountability beyond the job role Respect Supports and empowers staff involvement Considerate of others contribution and needs Is a guardian of the Trust s reputation and resources PAHT Values: Quality Driven To provide excellent quality safe, evidence-based patient care that exceeds national standards. To push the boundaries of care delivery and efficiency by adopting best practice and building on our clinical and technical knowledge. To individually be the best we can in our actions and interactions. To work as one team with both our colleagues and partners to deliver the best care both in and out of hospital. Responsible To be honest, open and transparent in all our commitments, actions and results. To be personally accountable for the things we do, our services and the Trust s reputation. To be alert to the potential for errors and always strive to correct things that go wrong. Issue 15 June 2017 Group Governance Framework Manual Current Version is held on the Intranet Check with Intranet that this printed copy is the latest issue Page 11 of 198

12 To acknowledge and celebrate success. To be resourceful and open to new, innovative, evidence-based ideas. Compassionate To treat you with empathy, professionalism and a positive, friendly attitude. To act with integrity and respect at all times. To listen to you, understand your perspective, value differences and be approachable, sensitive and considerate. To organise our services around the individual needs of our patients and their carers, creating the best patient experience possible. As a public body, the Group upholds the public service values detailed within the Nolan Report (The First Report of the Nolan Committee on Standards in Public Life, 1995): Selflessness - Holders of public office should take decisions solely in terms of the public interest. They should not do so in order to gain financial or other material benefits for themselves, their families or their friends. Integrity - Holders of public office should not place themselves under any financial or other obligation to outside individuals or organisations that may influence them in the performance of their official duties. Objectivity - In carrying out public business, including making public appointments, awarding contracts, or recommending individuals for rewards and benefits, holders of public office should make choices on merit. Accountability - Holders of public office are accountable for their decisions and actions to the public and must submit themselves to whatever scrutiny is appropriate to their office. Openness - Holders of public office should be as open as possible about all their decisions and the actions that they take. They should give reasons for their decisions and restrict information only when the wider public interest clearly demands. Honesty - Holders of public office have a duty to declare any private interests relating to their public duties and to take steps to resolve any conflicts arising in a way that protects the public interest. Leadership - Holders of public office should promote and support these principles by leadership and example. Issue 15 June 2017 Group Governance Framework Manual Current Version is held on the Intranet Check with Intranet that this printed copy is the latest issue Page 12 of 198

13 12. INTERNAL CONTROL 12.1 Overview Internal control entails having in place processes and procedures which together ensure that the Trust is meeting the terms of its authorisation, running effectively, smoothly and safely and keeping risks to a minimum Annual Governance Statement NHS Foundation Trusts and NHS Trusts are required to include a governance statement in their annual report and accounts. The Annual Governance Statement(s) will cover the following: the scope of the responsibility of the Accounting Officer/Accountable Officer (Chief Executive); the purpose of the system of internal control; a summary of action plans to improve the governance of quality; the Trust s capacity to handle risk; the risk and control framework; the process used to ensure that resources are used economically, efficiently and effectively; confirmation that a review of effectiveness has been undertaken and that a plan is in place to address any weaknesses; the process for maintaining the system of internal control and details of actions planned or taken to deal with any significant internal control issues. These might include: o an issue which seriously prejudiced or prevented achievement of a principal objective; o an issue which resulted in a need to seek additional funding, or in a significant diversion of resources; o an issue which the External Auditor or the Head of Internal Audit or the Audit Committee considers to be significant; o an issue which attracted significant adverse public interest or seriously damaged the reputation of the Trust. The Annual Governance Statement (AGS) to be signed by the Accountable Officer, on behalf of the Board, is a helpful reference point to test assurance arrangements in the group setting. Focusing on that responsibility alone highlights that group-designed and led risk and assurance arrangements need to be in place. In that context consistently designed Assurance Frameworks/risk registers, risk escalation and audit is critical. These processes need to be locally owned. The Group Annual Governance Statement is signed off by the Chief Executive, as Accounting/Accountable Officer, on behalf of the Board of Directors. The Head of Internal Audit provides an annual opinion on the adequacy and effectiveness of the risk management, control and governance processes to support the Annual Governance Statement. To support the Chief Executive Care Organisations should prepare individual AGS s accompanied by Care Organisation level Head of Internal Audit opinions. In transition those AGS s will need to aligned to the statutory organisations and received by the appropriate boards. The development of the Group Annual Governance Statement should be a shared endeavour for the Group Executive Risk and Assurance Committee and the Audit Issue 15 June 2017 Group Governance Framework Manual Current Version is held on the Intranet Check with Intranet that this printed copy is the latest issue Page 13 of 198

14 Committee from the beginning of the year so that any significant control concerns are the focus for both committees through the different lenses of their work Processes and Procedures There are two broad categories of internal processes and procedures which ensure the proper running of the Trust. First, there are those which provide a comprehensive framework for the proper conduct of business: Standing Orders of the Board of Directors (see Appendix 3) Terms of Reference of the Group Committees in Common (Appendix 4) Standing Orders of the Council of Governors (see Appendix 5) Terms of Reference of the Shadow Group Council of Governors (Appendix 6) Reservation and Delegation of Powers (see Appendix 7) Standing Financial Instructions (see Appendix 8) All Board members and managers should be aware of the existence of these documents and, where appropriate, should be familiar with the detailed provisions. In particular, staff should pay attention to the detailed scheme of delegation (see Appendix 7) as any action that they take that is outside of their delegated authority could have serious consequences for both the Trust and the individual. Secondly, there are the internal processes and procedures which together constitute the Group Board Assurance Framework. At Group level the core governance responsibilities in this area are as follows: Overseeing constitutional, regulatory and legal compliance Ensuring effective corporate governance systems & processes, including committee structures and flow of information Board development: ensuring appropriate appointment of Directors Establish the Board Assurance Framework/ Corporate Risk Register and ensure effectively delivered across the Group Identify Principal Risks to the delivery of the Annual Business Plan s Objectives Cascade Group Principal Objectives to COs and develop into relevant and effective CO Objectives Preparation and approval of Annual Report and Accounts Statutory registers and use of Company Seal Provision of comprehensive legal support/ services, including Group litigation management At Care Organisation level the responsibilities are as follows: Effectively deploy and manage the governance processes set by Group Set relevant and effective Divisional Objectives, which collectively ensure the delivery of CO/ Group objectives Identify Principal Risks to the delivery of the CO Objectives, and establish the CO Assurance Framework/ Risk Register Guard CO/ Divisional Assurance Frameworks/ Risk Registers and escalate risks as appropriate Local membership, patient and public engagement 12.4 Assurance Frameworks An Assurance Framework is a simple but comprehensive method for: Issue 15 June 2017 Group Governance Framework Manual Current Version is held on the Intranet Check with Intranet that this printed copy is the latest issue Page 14 of 198

15 The management of the principal risks defined as those that threaten the achievement of the organisation s principal objectives; Documenting the key strategies, systems, policies, processes, plans and people that are in place to mitigate the principal risks and that make up the system of internal control. Mapping the main sources of assurance that give confidence to Group Committees in Common about the achievement of the Group s principal objectives through the active management of risk. Providing evidence to allow the Group Committees in Common to sign its statutory declarations. Guidance on the production of the Annual Governance Statement requires that Trusts have in place a Board Assurance Framework which: Covers all of the organisation s main activities; Identifies which objectives and targets the organisation is striving to achieve. Identifies the risks to the achievement of objectives and targets. Identifies and examines the system of internal control in place to manage the risks. Identifies and examines the review and assurance mechanisms which relate to the effectiveness of the system of internal control. Records the actions taken by the Board to address control and assurance gaps. The Group Committees in Common employs assessment processes to identify its development requirements to enhance its ability to effectively utilise the Board Assurance Framework. Assurance Frameworks are based on six key elements (Fig. 4.1): Clearly defined principal objectives together with clear lines of responsibility and accountability. Clearly defined principal risks together with an assessment of their potential impact and likelihood. The key controls which are in place to mitigate against the principal risks. The board reports, performance reports, dashboards and committee reports (assurance mechanisms) by which the Board can be confident that the principal risks are being managed and objectives achieved. The areas where there are gaps observed, either in the system of internal control or in the assurances offered. Board action plans which ensure the delivery of objectives, the strengthening of risk controls and improvements in assurances. Issue 15 June 2017 Group Governance Framework Manual Current Version is held on the Intranet Check with Intranet that this printed copy is the latest issue Page 15 of 198

16 Fig The Group s Mission and the Principal Objectives The Group is embarking on a mission to Save Lives, Improve Lives by delivering highly reliable services at scale, which are trusted, connected and pioneering. To ensure the Group completes its mission and fulfils its statutory duties The Group Committees in Common identify principal objectives which must be achieved within the year. These principal objectives are consolidated into Group and Care Organisation Operational Plans which are rigorously monitored by the organisations committee structure throughout the year to ensure delivery. The operational plans are comprehensive in nature and fully detail the steps that will be taken in year to achieve the principal objectives. The Board Assurance Framework/Corporate Risk Register accounts for the key controls in place to deliver the annual plans and details any further action required where gaps are identified. The content of the Operational Plans is influenced by a number of factors including; national mandatory standards such as the NHS Outcomes Framework, Care Quality Commission Registration Standards and NHS Improvement s Single Oversight Framework, National Strategic Developments such as the Devolution Agenda for Greater Manchester, and local priorities identified via the Groups governance processes and by the organisation s partners and stakeholders such as the local Clinical Commissioning Groups and patient advisory groups such as Health Watch. Care Organisation, Divisional and departmental objectives as detailed in Care Organisation, Divisional and departmental plans must align with the Group principal objectives in order that their activities contribute to the achievement of the Group principal objectives. The Board Assurance Framework/Corporate Risk Register (BAF/CRR) supports the Group Chief Executive Officer to provide assurance to the Group Committees in Common about the delivery of the Principal Objectives by focussing the discussion on principal risks. The BAF/CRR maps the system of internal control in place to manage the Trust s Principal Risks Issue 15 June 2017 Group Governance Framework Manual Current Version is held on the Intranet Check with Intranet that this printed copy is the latest issue Page 16 of 198

17 and maps the assurances that give confidence that it is operating effectively. Where further action is needed the BAF /CRR includes the detail of any further actions being undertaken to mitigate the principle risks What is a principal objective? Principal Objectives are statements of the crucial measurable results which the organisation must achieve in order to achieve its overall goals in line with its mission. The Principal Objectives will be stated in terms which are: Specific Measurable Achievable Realistic Time-based 12.7 Risks and Risk Assessment Process Risks are defined as uncertain events which, should they occur will have an adverse effect which threatens the achievement of objectives. Risk Management is the activities required to identify, understand and control exposure to uncertain events which may threaten the achievement of objectives. There are many sources by which a risk can be identified including: Proactive planning; Health and safety inspections; Assurance reports; Exception reports; Clusters of risks (divisional, departmental etc.); Serious incident reports; Clusters of incidents; Clusters of serious incidents; Lessons learned themes; Serious complaints; Complaint clusters; Claims; External assessments and recommendations. Risk assessment is the process by which risks are identified, quantified and prioritised for action. Once a risk has been identified it must be assessed to determine the level of priority that should be assigned to the risk in ensuring that active management is taking place. This prioritisation of risk is based on the impact (how bad it would be if it occurred) and likelihood (how certain it is) that a risk will stop the organisation achieving its principal objectives. This is set against the context of all the activities we undertake to either prevent a risk from happening, or limiting the impact it has if it were to occur (controls). We quantify this by assigning a risk score to each risk. This enables risks to be ranked with high scores dictating a higher priority for action and review. The highest scoring risks indicate the biggest threats to the achievement of the Trust s principal objectives and therefore require Board level oversight. Risk scores are the sum of the likelihood of the risk and the impact of the risk. Issue 15 June 2017 Group Governance Framework Manual Current Version is held on the Intranet Check with Intranet that this printed copy is the latest issue Page 17 of 198

18 A risk s likelihood must be given a score between 1 and 5 using the following criteria: 1 = rare - do not expect this to happen 2 = unlikely - most probably will not happen 3 = occasionally - 50:50 chance of occurring 4 = likely - most probably will happen 5 = almost certain - confident that this will happen. A risk s impact on the Trust must be given a score between 1 and 5 using the following criteria: 1 = almost non - no obvious harm* 2 = minor - no permanent harm (recovery within month)* 3 = moderate - semi-permanent harm (recovery takes longer than 1 month but no more than 1 year) and/or adverse publicity for the Trust. * 4 = major - permanent harm not resulting in death or severe disability to a person or persons and/or start of a national investigation into the Trust and/or disruption of key Trust services which significantly hinder the Trust in meeting its responsibilities.* 5 = catastrophic - death or permanent severe disability to a person or persons and/or significant loss of reputation for the Trust and/or loss of key Trust services which prevent the Trust meeting its responsibilities.* *Note that harm in all the above includes damage to the organisation, its finances, its reputation, its business, its patients, staff or visitors. Key controls are the means by which the principal risk s impact or likelihood is being reduced. Controls can be quite wide in scope and can include the following Soft Controls: Plans Operational, Financial Strategies Policies Systems Processes Hard Controls: People Job Roles Physical barriers Equipment If controls are extensive enough, are operating effectively or are being adhered to by staff then risks should be adequately mitigated and therefore the organisation should remain on track to achieve its principal objectives The key risk controls are captured in the Board Assurance Framework and are scored through a risk profiling process. Risk profiling gives a "Risk Control" score of: 1 = risk is fully under control 2 = risk is adequately controlled 3 = action to control risk adequately has started and appears effective 4 = action to control risk is agreed but no action started Issue 15 June 2017 Group Governance Framework Manual Current Version is held on the Intranet Check with Intranet that this printed copy is the latest issue Page 18 of 198

19 5 = no actions to control risk identified Each risk is then given a Risk Profile score which is the sum of the scores "Likelihood", "Impact" and "Risk Control". The Risk Profile score is summarised on the Risk Register: 3 5 Minor risks which are adequately managed and may be retained if further control limits the capacity to control higher ranking risks. Managed at Departmental level. 6 and over Moderate risks which must be managed by the Division s governance structures. 10 and over Serious risks which must be managed and reported through the Performance Risk and Assurance Groups Committee to Care Organisation Senior Management Boards. 12 and over Significant risks to the Trust which must be managed and reported through the Group Committees in Common via the Care Organisation Senior Management Boards and the Group Risk and Assurance Committee. Once a risk assessment has been completed it must be validated to ensure the risk has been described correctly, that the controls and assurances are accurate, and that the scoring is a true reflection of the current position. Once a risk has been validated, it is added to the appropriate Risk Register. The same process is to be followed when undertaking risk assessments at all levels of the organisation. It is important that the language and methodology we use when assessing and managing risks is uniform to ensure a consistent process that allows locally identified risks to be escalated through the organisation to the appropriate level. To support this uniformity Assurance Frameworks/Risk Registers are the same format at all levels of the organisation. The only difference between Group, Care Organisation, Divisional and Departmental Assurance Framework/Risk Registers is that the objectives referenced will be relevant to each specific area in line with operational plans Assurances on Controls The fourth component of Assurance Frameworks is the documentary evidence that enables the Group Board to be assured that the controls it has in place are effectively managing the principal risks. There are three types of assurance, which are referred to as the three lines of defence: Internal Assurance Local Oversight - Management Assurance Corporate Oversight - Committee Assurance Independent Assurance Independent External Auditors, Internal auditors, regulators etc. Issue 15 June 2017 Group Governance Framework Manual Current Version is held on the Intranet Check with Intranet that this printed copy is the latest issue Page 19 of 198

20 Internal Assurance Internal assurance is provided by the Group Executive Assurance and Risk Committee which has a core membership of all Group Executive Directors, Care Organisation leadership teams together with designated officers relevant to the business of that committee. Assurances are coordinated on behalf of the Group by its Group Executive Risk and Assurance Committee. Group CiC has established a Single Oversight Framework, which requires the Care Organisation Chief Officers to submit a monthly Statement of Assurance supported by quarterly presentation of each CO BAF/CRR to the Group Executive Risk and Assurance Committee. The Statements of Assurance provide regular assurance reports regarding the key components of the Care Organisations systems of internal control including; reports on the management of risk and progress reports in the delivery of operational plans which if successfully delivered should enable the achievement of the principal objectives. The Group CiC then receives reports from the Group Executive Risk and Assurance Committee, together with Audit Committee reports and makes a final judgement on the level of assurances received and any actions required to ensure delivery of the Group s objectives and obligations. The relationship between the Group s authoritative bodies and their sub-committees is set out below: Issue 15 June 2017 Group Governance Framework Manual Current Version is held on the Intranet Check with Intranet that this printed copy is the latest issue Page 20 of 198

21 Issue 15 June 2017 Group Governance Framework Manual Current Version is held on the Intranet Check with Intranet that this printed copy is the latest issue Page 21 of 198

22 12.9 The Assurance Process The Group CiC monitors performance through the use of a set of information sources. This is underpinned by electronic information systems which allow graduated enquiry throughout each level of the Group enabling personal and collective accountability to be exercised. The performance of Care Organisations is reviewed though the Group Single Oversight Framework which engages the Group Executive with Care Organisations on a monthly basis via a Statement of Assurance and is designed to: provide assurance regarding the delivery of the Care Organisation annual plan objectives; build strong relationships between Care Organisations and Group; harness and spread good practice (standardised at scale); connect our leaders and teams and support quality and performance improvement The Group Risk and Assurance Committee oversees the Care Organisations using the Single Oversight Framework and ensures that there is alignment between the Statements of Assurance and the Care Organisation Board Assurance Framework/Risk Registers Group Board Reports and Levels of Assurance Every quarter the Group Executive Director responsible for the achievement of specific principal objectives reviews their part of the Board Assurance Framework/Corporate Risk Register. Action plans are drawn up and agreed via the Group Executive Risk and Assurance Committee to deal with principal risks and other risks scoring 12 and above. These risks, and associated action plans, are reviewed by the Group CiC until the risk is reduced to less than 12 or is considered to be acceptable by the Board. The Group CiC decides the extent to which any gaps in the effective control of risks are 'significant control issues' by considering whether: the issue seriously prejudices or prevents achievement of a principal objective; the issue has resulted in a need to seek additional funding to allow it to be resolved, or has resulted in significant diversion of resources from another aspect of the business; the external auditor regards it as having a material impact on the accounts; the Audit Committee advises it should be considered significant for this purpose; the Head of Internal Audit reports on it as significant, for this purpose, in their annual opinion on the whole of risk, control and governance; the issue, or its impact, has attracted significant public interest or has seriously damaged the reputation of the Trust; there has been a significant clinical impact. When making its decision, the Group CiC takes into account the assurances it has received and, where there is a conflict of opinion between different assurers, the Group CiC makes a judgement as to whether there has been: inappropriate or incomplete coverage (e.g. where the assurance was required on all waiting times and the review considered only outpatients); 22

23 lack of robust evidence, (e.g. where the assurance work was a desktop review of procedures, rather than a review of the system in operation). Significant discrepancies in assurance are explained in the Annual Governance Statement. The Group Executive Risk and Assurance Committee reports on progress against the Assurance Framework and makes clear the extent to which assurances have been received and reviewed and highlights any gaps in assurance. At the end of the year, these Assurance Framework reports, the Opinion of the Head of Internal Audit and other major sources of assurance are taken into account by the Chief Executive in the preparation of the Annual Governance Statement. The Opinion of the Head of Internal Audit and the draft Annual Governance Statement are reviewed by the Audit Committee, prior to submission to the Group CiC. The assurance process is subject to annual independent audit which is reported to the Audit Committee. The full Board Assurance Framework and Risk Management Strategy together with templates for the risk register and action plans are available on the Trust s intranet site. 23

24 13. INDEPENDENT CONTROL AND REGULATION 13.1 Internal Audit The Internal Audit Charter provides the Group with the framework for the provision and conduct of an Internal Audit service, in accordance with the requirements of the NHS Internal Audit Standards, the NHS Audit Committee Handbook (2014) and the Group s Standing Financial Instructions Internal Audit is an independent and objective appraisal service which has no executive responsibilities within the line management structure. It pays particular attention to any aspects of risk management, control or governance affected by material changes to the Group s risk environment, subject to Audit Committee approval Role of Internal Audit The role of Internal Audit embraces two key areas: The annual provision of an independent and objective opinion to the Accounting Officer, the Board and the Audit Committee on the degree to which risk management, control and governance support the achievement of the organisation s agreed objectives. The provision of an independent and objective consultancy service specifically to help line management improve the Group s risk management, control and governance arrangements. (i) Provision of an Opinion The Head of Internal Audit s annual report presents the opinion on the overall adequacy and effectiveness of the Group s risk management, control and governance processes. This opinion encompasses the Assurance Framework as well as conclusions arising from internal audit assignments across the organisation s critical business systems. Specifically the report provides: a. a clear opinion on the effectiveness of internal controls in accordance with current assurance framework guidance issued by the Department of Health; b. any qualifications to that opinion, together with the reasons for the qualification such as any major internal financial control weaknesses; c. a summary of the audit work undertaken to formulate the opinion, including progress on the implementation of internal audit recommendations and reliance placed on work by other assurance bodies accredited by Internal Audit; d. a statement on any issues the Head of Internal Audit judges particularly relevant to the preparation of the Annual Governance Statement; e. a comparison of work actually undertaken with the work which was planned and a summary of performance of the internal audit function against its performance measures criteria; f. a commentary on compliance with NHS Internal Audit Standards and the results of the internal audit quality assurance programme. In addition to the formal annual report, the Head of Internal Audit reports interim progress to the Audit Committee and Accounting/Accountable Officer in the course of the year. Such interim reports detail objectives, findings and performance against plan. Additionally, progress against the implementation of agreed recommendations is followed up and reported to the Audit Committee. Internal audit plans and opinions will be in place at group and care organization level. The Audit Committee will focus upon the detail in terms of group audit coverage but in respect of care organisations the emphasis will be upon concluding upon the overall arrangements in place. The professional links will be through the Group Director of Finance and the CO CFOs. Consideration may be given at CO level to establish an Assurance Programme Group to facilitate the oversight and progression of internal audit activity and recommendations. 24

25 (ii) Provision of a Consultancy Service Internal Audit may provide, at the request of management, a consultancy service which evaluates the policies, procedures and operations put in place by management. A specific contingency should be made in the Internal Audit plan to allow for management requests or consultancy work. The Head of Internal Audit must consider the effect on the Opinion Work Plan before accepting consultancy work or management requests over and above the contingency allowed for in the Internal Audit Annual Plan. In the event that the proposed work may jeopardise the delivery of the Internal Audit Opinion, the Head of Internal Audit must advise the Accounting/ Accountable Officer before commencing the work The Head of Internal Audit The Senior Audit Manager, as appointed by Internal Audit, acts as Head of Internal Audit. He/she reports to the Accounting/Accountable Officer via the Director of Finance at Group level (except when this may impinge on the objectivity of the audit). A Head of Internal Audit will be assigned to each Care Organisation. The Group Head of Internal Audit, or an appropriate representative of the internal audit team, attends meetings of the Audit Committee unless, exceptionally, the Audit Committee decides that they should be excluded from either the whole meeting or for particular agenda items. The Head of Internal Audit has an independent right of access to the Chairman of the Audit Committee. In exceptional circumstances, where normal reporting channels may be seen to impinge on the objectivity of the audit, he/she may report directly to the Chairman of the Trust. If the Head of Internal Audit considers that the level of audit resources or the terms of reference in any way limit the scope of internal audit, or prejudice the ability to deliver a satisfactory service, he/she will advise the Audit Committee accordingly Responsibilities of the Trust The Accounting/Accountable Officer makes appropriate arrangements for the provision of the Internal Audit Service. This includes the formal adoption of the Internal Audit Terms of Reference by the Audit Committee and the adoption of corresponding elements in the Standing Financial Instructions. The Group is responsible for ensuring that Internal Audit is provided with all necessary assistance and support to ensure that it meets its standards. The Group has to take all necessary steps to provide Internal Audit with information on its objectives, risks, and controls to allow the proper execution of the Internal Audit Annual Plans and adherence to Internal Audit standards. It is the Group s responsibility to ensure the provision of relevant audit rights of access in any contract or Service Level Agreement the Trust enters into, either as provider or purchaser of the service. Responsibility for monitoring and ensuring the implementation of agreed recommendations rests with the approriate level of governance. 25

26 Internal Audit Access Rights Designated auditors are entitled, without necessarily giving prior notice, to require and receive:- a. access to all records, documents and correspondence relating to any financial or other relevant transactions, including documents of a confidential nature; b. access at all reasonable times to any land, premises or employee of the Group; c. the production of any cash, stores or other property of the Group under an employee s control; d. explanations concerning any matter under investigation Countering Fraud, Bribery and Corruption Managing the risk of fraud is the responsibility of line management. The Group has a comprehensive Anti-Fraud, Bribery & Corruption Policy & Response Plan., a Local Counter Fraud Specialist and information for staff. The relationship between the Trust s Anti-Fraud Specialist, the Head of Internal Audit and the Group Director of Finance is formally defined in accordance with the contractual requirements. An LCFS will be assigned at both group and CO level Counter Fraud Strategy NHS Protect has the national responsibility to lead work on protecting NHS staff and resources from crime. NHS Protect tackles crimes against the NHS that would otherwise undermine the effectiveness and ability of the health service to meet the needs of patients and professionals. It has responsibility for tackling fraud, bribery, violence, corruption, criminal damage, theft and other unlawful action such as market-fixing. NHS Protect coordinates and regulates the existing investment made by health bodies to tackle crime, as well as dealing with those complex cross-boundary cases that cannot be dealt with locally. The national fraud strategy has the following specific objectives: Identify and prioritise national crime risks affecting the NHS, with a focus on the most serious. Coordinate efforts to tackle crime efficiently, professionally and at reasonable cost. Manage and share information and intelligence so crime is prevented wherever possible. Increase local accountability and build processes to enhance local performance. Support local detection, investigation and prosecution of crime against the NHS. Centrally take forward complex and cross boundary matters than cannot or would not be dealt with locally. Deliver information, expert advice and recommendations to prevent fraud and security incidents/ breaches at local and national levels at the earliest opportunity, and reduce opportunities for crime. Use proactive media and stakeholder engagement to deter crime and promote positive practices. Educate and inform NHS staff, contractors and public about crime, its true cost, and how to tackle it. Where necessary, change perceptions of crime against the NHS so it is not tolerated. Seek redress and recover sums lost to crime, where possible. 26

27 Anti-Fraud Specialist (AFS) The Trust is required to appoint an AFS to implement the counter fraud strategy at a local level. This may be an employee of the Group or another body (such as the Internal Audit provider). The AFS reports to the Group s Executive Director of Finance and works with staff from the NHS Protect in accordance with its contractual requirements and the guidance given in the NHS Fraud and Corruption Manual. An AFS will be assigned at CO level as well as at Group External Audit All trusts must have their accounts audited by independent external auditors. The External Auditor s opinion on the annual accounts reports on whether: the financial statements give a true and fair view, in accordance with the accounting policies of the state of the organisation s affairs and of its income and expenditure for the year as then ended; the part of the Remuneration Report to be audited has been properly prepared in accordance with the applicable accounting policies; information which comprises the Performance Report and the Accountability Report, included within the Annual Report, is consistent with the financial statements. The Code of Audit Practice published by the National Audit Office on behalf of the Comptroller and Auditor General, prescribes the way in which external auditors carry out their functions NHS Improvement (NHSI) NHSI supports foundation trusts and NHS trusts to give patients consistently safe, high quality, compassionate care within local health systems that are financially sustainable. They provide strategic leadership and practical help to the sector, supporting and holding providers to account to achieve a single definition of success. To achieve this they work closely alongside providers, work with national partners to create the conditions for providers to flourish and have developed a single definition of success NHS Improvement s Single Oversight Framework NHS Improvement s (NHSI) Single Oversight Framework provides the framework for overseeing providers and identifying potential support needs. The framework covers five themes: - Quality of care - Finance and use of resources - Operational performance - Strategic change - Leadership and improvement capability (well-led) Foundation Trusts planning and reporting NHSI requires each NHS trust board to submit an annual plan. Performance against the plan will be monitored by NHSI using a core set of data that will be collected in year following a regular in year monitoring cycle, using monthly, quarterly or lower frequency collections as appropriate. This will be in addition to the annual provider submission. Using these mechanisms NHSI will hold boards of foundation trusts to account. NHSI has published a Code of Governance (2014), based on the Combined Code of Corporate Governance (2003, 2006 and 2012) to promote the key principles of good governance. 27

28 NHSI works closely with a number of organisations, including the Care Quality Commission (CQC), in order to carry out its role Care Quality Commission (CQC) The CQC is the independent regulator of health and adult social care services in England. They make sure that the care provided by hospitals, dentists, ambulances, care homes and home-care agencies meets fundamental standards of quality and safety. The CQC register health and adult social care services across England and inspect them to check whether or not standards are being met. Inspections take place regularly and at any time in response to concerns. In between inspections the CQC continually monitor all the information they hold about a service. This information comes from CQC inspections, the public, care staff, care services and from other organisations. The aim of CQC inspections is to get to the heart of patients experiences and is a mixture of announced and unannounced inspections. The CQC will look at the quality and safety of the care provided based on the things that matter to people. They will assess whether the service is: safe effective caring responsive to people s needs well-led Through this approach, the CQC will have a richer and broader understanding of the quality provided. It will also allow the CQC to comment on leadership and governance. The CQC will deliver proportionate enforcement action when serious breaches in standards of quality and safety are identified, in order to eliminate poor care, and provide Intelligent Monitoring Reports (IMR) which accurately identify high risk organisations and support authoritative escalation and enforcement activity, and ensure that they, and the Care Quality Commission s website, and provider profiles, are populated with agreed and regularly refreshed information Intelligent Monitoring Report The Intelligent Monitoring Report (IMR) provides inspectors with a clear picture of the areas of care that need to be followed up within an NHS acute trust or a specialist NHS trust. The system is built on a set of indicators that look at a range of information including patient experience, staff experience and performance. The indicators relate to the five key questions asked of all services: are they safe, effective, caring, responsive, and well-led. Once analysed the CQC give a level of risk for each trust: no evidence of risk risk elevated risk CQC categorises trusts into one of six summary bands, with band 1 representing highest risk and band 6 with the lowest. These bands are assigned based on the proportion of indicators that have been identified as risk or elevated risk or if there are known serious concerns (e.g. trusts in special measures) trusts are categorised as band 1. The CQC sources and analyses a range of data sources, both qualitative and quantitative, to build each IMR. These include: 28

29 Other regulatory bodies for example the National Patient Safety Agency Strategic Executive Information System (STEIS) system Public Health England Dr Foster National Reporting and Learning System (NRLS) Health and Social Care Information Centre (HSCIC) National Clinical Audit datasets Fundamental Standards The registration system for health and adult social care makes sure that people can expect services to meet fundamental standards regulations that respect their dignity and protect their rights, including fundamental standards below which care must never fall. The system is focused on outcomes rather than systems and processes, and places the views and experiences of people who use services at its centre. The fundamental standards are: care and treatment must be appropriate and reflect service users' needs and preferences service users must be treated with dignity and respect care and treatment must only be provided with consent care and treatment must be provided in a safe way service users must be protected from abuse and improper treatment service users' nutritional and hydration needs must be met all premises and equipment used must be clean, secure, suitable and used properly complaints must be appropriately investigated and appropriate action taken in response systems and processes must be established to ensure compliance with the fundamental standards sufficient numbers of suitably qualified, competent, skilled and experienced staff must be deployed persons employed must be of good character, have the necessary qualifications, skills and experience, and be able to perform the work for which they are employed (fit and proper persons requirement) registered persons must be open and transparent with service users about their care and treatment (the duty of candour) 13.6 Health and Safety Executive At a national level both the Health and Safety Executive (HSE) and the Health and Safety Commission (HSC) are responsible for the regulation of almost all the risks to health and safety arising from work activity Together, these bodies are responsible for ensuring that the NHS is fulfilling its legal obligations with regards to Health and Safety. The HSE has recently introduced online information and guidance specifically aimed at the health services: The Trust has a comprehensive Health and Safety Policy that is available on the Trust s intranet: The Trust s Health and Safety team and specialist advisors provide an advisory service on health, safety, fire, hygiene, health and safety training and related matters. They work with managers to ensure, so far as is reasonably practicable, the health and safety of staff, patients and anyone else who may be affected by the Trust s activities. 29

30 13.7 NHS Litigation Authority (NHS LA) A key function for the NHSLA, as set out in their Framework Document, is to contribute to the incentives for reducing the number of negligent or preventable incidents. The aim is to achieve this through an extensive risk management programme. 30

31 Appendix 1: NHS Foundation Trust Accounting Officer Memorandum 31

32 NHS foundation trust accounting officer memorandum IRG 24/15 5 August

33 Introduction 1. The National Health Service Act 2006 (the Act) designates the chief executive of an NHS foundation trust as the accounting officer. 2. The principal purpose of the NHS foundation trust is the provision of goods and services for the purposes of the health service in England. The NHS foundation trust has a general duty to exercise its functions effectively, efficiently and economically. 3. The Act specifies that the accounting officer has a duty to prepare the accounts in accordance with the Act. An accounting officer has the personal duty of signing the NHS foundation trust s accounts. By virtue of this duty, the accounting officer has the further duty of being a witness before the Public Accounts Committee (PAC) to deal with questions arising from those accounts or, more commonly, from reports made to Parliament by the Comptroller and Auditor General (C&AG) under the National Audit Act Associated with these duties are the further responsibilities that are the subject of this memorandum. It is incumbent on the accounting officer to combine these duties with their duties to the board of directors of the NHS foundation trust. 5. It is an important principle that, regardless of the source of the funding, accounting officers are responsible to Parliament for the resources under their control. Responsibilities of Monitor 6. In relation to NHS foundation trusts, it is the responsibility of Monitor to be satisfied that the NHS foundation trust is compliant with its NHS provider licence. The general responsibilities of an NHS foundation trust accounting officer 7. The accounting officer has responsibility for the overall organisation, management and staffing of the NHS foundation trust and for its procedures in financial and other matters. The accounting officer must ensure that: there is a high standard of financial management in the NHS foundation trust as a whole the NHS foundation trust delivers efficient and economical conduct of its business and safeguards financial propriety and regularity throughout the organisation financial considerations are fully taken into account in decisions by the NHS foundation trust. The specific responsibilities of an NHS foundation trust accounting officer 8. The essence of the accounting officer's role is a personal responsibility for: the propriety and regularity of the public finances for which he or she is answerable the keeping of proper accounts prudent and economical administration in line with the principles set out in Managing public money 1 33

34 the avoidance of waste and extravagance the efficient and effective use of all the resources in their charge. 9. As accounting officer you must: personally sign the accounts and, in doing, so accept personal responsibility for ensuring their proper form and content as prescribed by Monitor in accordance with the Act comply with the financial requirements of the NHS provider licence ensure that proper financial procedures are followed and that accounting records are maintained in a form suited to the requirements of management, as well as in the form prescribed for published accounts (so that they disclose with reasonably accuracy, at any time, the financial position of the NHS foundation trust) ensure that the resources for which you are responsible as accounting officer are properly and well managed and safeguarded, with independent and effective checks of cash balances in the hands of any official ensure that assets for which you are responsible such as land, buildings or other property, including stores and equipment, are controlled and safeguarded with similar care, and with checks as appropriate ensure that any protected property (or interest in) is not disposed of without the consent of Monitor ensure that conflicts of interest are avoided, whether in the proceedings of the board of directors, or council of governors or in the actions or advice of the NHS foundation trust s staff, including yourself ensure that, in the consideration of policy proposals relating to the expenditure for which you are responsible as accounting officer, all relevant financial considerations, including any issues of propriety, regularity or value for money, are taken into account, and brought to the attention of the board of directors. 10. An accounting officer should ensure that effective management systems appropriate for the achievement of the NHS foundation trust s objectives, including financial monitoring and control systems, have been put in place. An accounting officer should also ensure that managers at all levels: have a clear view of their objectives, and the means to assess and, wherever possible, measure outputs or performance in relation to those objectives are assigned well-defined responsibilities for making the best use of resources (both those consumed by their own commands and any made available to organisations or individuals outside the NHS foundation trust), including a critical scrutiny of output and value for money have the information (particularly about costs), training and access to the expert advice which they need to exercise their responsibilities effectively. 11. Accounting officers must make sure that their arrangements for delegation promote good management and that they are supported by the necessary staff with an appropriate balance of skills. Arrangements for internal audit should accord with the objectives, 34

35 standards and practices set out in the Public Sector Internal Audit Standards. 2 Advice to the board 12. An accounting officer has particular responsibility to see that appropriate advice is tendered to the board of directors and the council of governors on all matters of financial propriety and regularity and, more broadly, as to all considerations of prudent and economical administration, efficiency and effectiveness. Accounting officers will need to determine how and in what terms such advice should be tendered, and whether in a particular case to make specific reference to their own duty as accounting officer to justify, to the Public Accounts Committee (PAC), transactions for which they are accountable. 13. The board of directors and the council of governors of an NHS foundation trust should act in accordance with the requirements of propriety or regularity. If the board of directors, council of governors or the chairman is contemplating a course of action involving a transaction which you as accounting officer consider would infringe these requirements, however, you should set out in writing your objection to the proposal and the reasons for this objection. If the board of directors, council of governors or chairman decides to proceed, you should seek a written instruction to take the action in question. You should also inform Monitor of the position, if possible before the decision is taken or in any event before the decision is implemented, so that Monitor, if it considers it appropriate, can intervene in accordance with its responsibilities under the Act. If the outcome is that you are overruled, the instruction must be complied with, but your objection and the instruction itself should be communicated without undue delay to the NHS foundation trust's external auditors and to Monitor. Provided that this procedure has been followed, the PAC can be expected to recognise that the accounting officer bears no personal responsibility for the transaction. 14. If a course of action is contemplated which raises an issue not of formal propriety or regularity but relating to your wider responsibilities for economy, efficiency and effectiveness, it is your duty to draw the relevant factors to the attention of the board of directors and the council of governors and to advise them in whatever way you deem appropriate. If your advice is overruled, and the proposal is one which as accounting officer you would not feel able to defend to the PAC as representing value for money, you should seek a written instruction before proceeding. Monitor should be informed of such an instruction, if possible, before the decision is implemented. It will then be for Monitor to consider the matter, and decide whether or not to intervene. 15. If, because of the extreme urgency of the situation, there is no time to submit advice in writing in either of the eventualities referred to in paragraphs 13 and 14 before the decision is taken, you must ensure that, if the advice is overruled, both the advice and the instructions are recorded in writing immediately afterwards. Appearance before the Public Accounts Committee 16. The C&AG may, under the National Audit Act 1983, carry out examinations into the economy, efficiency and effectiveness with which the NHS foundation trust has used its resources in discharging its functions. An accounting officer may expect to be called upon to appear before the PAC from time to time to give evidence on the reports arising from these examinations or reports following the annual certification audit, and to answer the PAC's questions concerning expenditure and receipts for which he or she is accounting officer. An accounting officer may be supported by one or two other senior officials, who may, if necessary, assist in giving evidence. 17. An accounting officer will be expected to furnish the PAC with explanations of any indications of weakness in the matters covered by paragraphs 8 to 15 above, to which their 35

36 attention has been drawn by the C&AG or about which they may wish to question the accounting officer. 18. In practice, an accounting officer will normally have delegated authority to others, but cannot on that account disclaim responsibility or dilute his or her accountability. Nor, by convention, does the incumbent accounting officer decline to answer questions where the events took place before they took up their appointment: the PAC may be expected not to press the incumbent's personal responsibility in such circumstances. 19. The PAC has emphasised the importance it attaches to accuracy of evidence, and the responsibility of witnesses to ensure this, in order to ensure that relevant lines of enquiry may be pursued at its hearings. The accounting officer should ensure that he or she is adequately and accurately briefed on matters that are likely to arise at the hearing. The accounting officer may, however, ask the PAC for leave to supply information not within his or her immediate knowledge by means of a later note. Should it be discovered subsequently that the evidence provided to the PAC has contained errors, these should be made known to the PAC at the earliest possible moment. 20. In general, the rules and conventions governing appearances of officials before parliamentary committees apply to the PAC, including the general convention that officials do not disclose the advice given to the board. Nevertheless, in a case where the procedure described in paragraph 13 was used concerning a matter of propriety or regularity, the accounting officer's advice, and its overruling by the board, would be disclosed to the PAC. In a case covered by paragraph 14, where the advice of an accounting officer has been overruled in a matter not of propriety or regularity but of prudent and economical administration, efficiency or effectiveness, the C&AG will have made clear in the report to the PAC that the accounting officer was overruled. The accounting officer should seek to avoid disclosing the advice given to the board, though subject to their agreement the accounting officer should be ready to explain the reasons for their decision. Absence of an accounting officer 21. An accounting officer should ensure that he or she is generally available for consultation, and that in any temporary period of unavailability due to illness or other cause, or during the normal period of annual leave, there will be a senior officer in the NHS foundation trust who can act on his or her behalf if required. 22. If it becomes clear to the board of directors that an accounting officer is so incapacitated that he or she will be unable to discharge these responsibilities over a period of four weeks or more, the board of directors should appoint an acting accounting officer, usually the director of finance, pending the accounting officer's return. The same applies if, exceptionally, the accounting officer plans an absence of more than four weeks during which he or she cannot be contacted. 23. The PAC may be expected to postpone a hearing if the relevant accounting officer is temporarily indisposed. Where the accounting officer is unable by reason of incapacity or absence to sign the accounts in time for submission, the NHS foundation trust may submit unsigned copies pending the accounting officer's return. If the accounting officer is unable to sign the accounts in time for printing, the acting accounting officer should sign instead. Sources This document is based on the guidance outlined in Managing public money, published in July

37 Appendix 2: Care Organisation Chief Officer s accountable officer memorandum (letter provided to each Care Organisation Chief Officer from the Chief Executive) Dear [ ] I am writing to you in my capacity as Accounting Officer for Salford Royal NHS Foundation Trust (SRFT) and as Accountable Officer for The Pennine Acute Hospitals NHS Trust (PAT) (to be known as Principal Accounting Officer for Group). As you will be aware, my responsibilities as Principal Accounting Officer are set out in a memorandum sent to me on appointment. In essence, I am responsible for the propriety and regularity of public finances for Group and its constituent Trusts; for the keeping of proper accounts; for prudent and economical administration; for the avoidance of waste and extravagance; and for the efficient and effective use of all the resources in my charge. The position of Chief Officer is to be established for each Care Organisation of Group, effective from 1 April 2017, to which I shall formally designate delegated accountable officer status. You are hereby appointed as Chief Officer, effective from 1 April 2017, and, as such, designated delegated accountable officer status with responsibility and accountability for funds entrusted to [ ], as a Care Organisation of Group. This memorandum describes your responsibilities as an accountable officer, and relates them to my overall accountability. In fulfilling your role as accountable officer you will also wish to bear in mind your responsibilities to the Care Organisation leadership team of which you are a member and the Group Board (Group Committees in Common during transition) where you are held to account. As Chief Officer, your role as accountable officer for your Care Organisation is very similar to mine as Principal Accounting Officer for Group. I require you to observe the same general requirements as are laid on me, and to ensure that the Care Organisation s officers also abide by them. Your Care Organisation is an integral part of Group. Overview The breadth of your role encompasses: Vision and values: Instilling the Group vision and values throughout the Care Organisation, within the unique cultural environment of the Care Organisation Care Organisation Strategy: Developing the Care Organisation strategy (in line with the Group strategic framework) Implementation of Strategy-Planning: Work with Group to develop operational, workforce and financial plans for the Care Organisation Delivery: Delivery of plans (clinical and non-clinical) to deliver the Care Organisation Strategy (i.e. the Care Organisation Annual Plan) Day-to-day operations: Managing operations to meet agreed targets (Group s internal and external (regulatory) targets) (RTT, A&E, Cancer etc.), including all day-to-day operational decision making Workforce leadership: Performance, development & management of workforce, participate in Group led Talent Management & Workforce development strategies 37

38 Clinical performance: Delivering clinical standards and patient experience in line with Group (developed through CPG) targets. Appropriate clinical governance and audit Financial performance: Managing financial performance in line with agreed targets Stakeholder management: Interacting with local external stakeholders, including commissioners and patient and public representatives Data collection: Ensuring data capture and quality to provide assurance of performance against KPIs and targets, in line with Group requirements Group contribution: Freeing-up resources to support Group-wide initiatives and programmes (e.g. lead clinicians for CPG). Your role as accountable officer is to see that the Care Organisation carries out these functions in a way which ensures the proper stewardship of public money and assets. The Care Organisation has a general duty to exercise its functions effectively, efficiently and economically. You have a duty to prepare accounts, as applicable to your Care Organisation, in accordance with The National Health Service Act 2006 (the Act). As Principal Accounting officer, I have the personal duty of signing the accounts of the constituent trusts but I will be relying on your signature in that regard. I have the further duty of being a witness before the Public Accounts Committee (PAC) to deal with questions arising from those accounts or, more commonly, from reports made to Parliament by the Comptroller and Auditor General (C&AG) under the National Audit Act I assign a duty upon you to accompany me in respect of these responsibilities. It is an important principle that, regardless of the source of the funding, accounting officers are responsible to Parliament for the resources under their control. As an accountable officer you are accountable to the Group Board. The general responsibilities of an accountable officer The accountable officer has responsibility for the overall Care Organisation, management and staffing and for its procedures in financial and other matters (except as defined by Group). The accountable officer must ensure that: there is a high standard of financial management in the Care Organisation the Care Organisation delivers efficient and economical conduct of its business and safeguards financial propriety and regularity throughout the organisation financial considerations are fully taken into account in decisions by the Care organisation. The specific responsibilities of an accountable officer The essence of the accountable officer s role is a personal responsibility for: the propriety and regularity of the public finances for which he or she is answerable the keeping of proper accounts prudent and economical administration the avoidance of waste and extravagance the efficient and effective use of all the resources in their charge. As accountable officer you must: o comply with the financial requirements of Group and the NHS provider licence 38

39 o o o o o o ensure that proper Group defined financial procedures are followed and that accounting records are maintained in a form suited to the requirements of management, as well as in the form prescribed for published accounts ensure that the resources for which you are responsible as accountable officer are properly and well managed and safeguarded, with independent and effective checks of cash balances in the hands of any official ensure that assets for which you are responsible such as land, buildings or other property, including stores and equipment, are controlled and safeguarded with similar care, and with checks as appropriate ensure that any protected property (or interest in) is not disposed of without the consent of Group ensure that conflicts of interest are avoided, whether in the proceedings of the leadership team or in the actions or advice of the Care Organisation s staff, including yourself ensure that, in the consideration of policy proposals relating to the expenditure for which you are responsible as accountable officer, all relevant financial considerations, including any issues of propriety, regularity or value for money, are taken into account, and brought to the attention of the leadership team or Group Board as appropriate. You should ensure that effective management systems appropriate for the achievement of the Care Organisation s objectives, including financial monitoring and control systems, have been put in place. An accountable officer should also ensure that managers at all levels: o have a clear view of their objectives, and the means to assess and, wherever possible, measure outputs or performance in relation to those objectives o are assigned well-defined responsibilities for making the best use of resources (both those consumed by their own commands and any made available to organisations or individuals outside the Care Organisation), including a critical scrutiny of output and value for money o have the information (particularly about costs), training and access to the expert advice which they need to exercise their responsibilities effectively. Accountable officers must make sure that their arrangements for delegation promote good management and that they are supported by the necessary staff with an appropriate balance of skills. Arrangements for internal audit will be Group defined but should accord with the objectives, standards and practices set out in the Public Sector Internal Audit Standards. Advice to the CO leadership team and Group Board An accountable officer has particular responsibility to see that appropriate advice is tendered to the CO leadership team, on all matters of financial propriety and regularity and, more broadly, as to all considerations of prudent and economical administration, efficiency and effectiveness. Accountable officers will need to determine how and in what terms such advice should be tendered, and whether in a particular case to make specific reference to their own duty as accountable officer to justify, to the Group Board and Group Audit Committee transactions for which they are accountable. The CO leadership team should act in accordance with the requirements of propriety or regularity. If the CO leadership team is contemplating a course of action involving a transaction which you as accountable officer consider would infringe these requirements however, you should set out in 39

40 writing your objection to the proposal and the reasons for this objection. If the CO leadership team decides to proceed, you should seek a written instruction to take the action in question. You should also inform Group Board of the position, if possible before the decision is taken or in any event before the decision is implemented, so that Group, if it considers it appropriate, can intervene in accordance with its responsibilities. If a course of action is contemplated which raises an issue not of formal propriety or regularity but relating to your wider responsibilities for economy, efficiency and effectiveness, it is your duty to draw the relevant factors to the attention of the Group Board and to advise them in whatever way you deem appropriate. Appearance before the Public Accounts Committee The Comptroller and Auditor General (C&AG) may, under the National Audit Act 1983, carry out examinations into the economy, efficiency and effectiveness with which the NHS foundation trust and NHS trust has used its resources in discharging its functions. An accounting officer may expect to be called upon to appear before the PAC from time to time to give evidence on the reports arising from these examinations or reports following the annual certification audit, and to answer the PAC's questions concerning expenditure and receipts for which he or she is accounting officer. An accounting officer may be supported by one or two other senior officials, who may, if necessary, assist in giving evidence. As accountable officer you would fulfil that support role. I would expect you to furnish me with explanations of any indications of weakness in the matters covered above, to which the PAC attention has been drawn by the C&AG or about which they may wish to question me. You cannot disclaim responsibility or dilute your accountability. The PAC has emphasised the importance it attaches to accuracy of evidence, and the responsibility of witnesses to ensure this, in order to ensure that relevant lines of enquiry may be pursued at its hearings. I will expect you to be adequately and accurately briefed on matters that are likely to arise at the hearing. Absence of an accountable officer An accountable officer should ensure that he or she is generally available for consultation, and that in any temporary period of unavailability due to illness or other cause, or during the normal period of annual leave, there will be a senior officer in the Care Organisation who can act on his or her behalf if required. 40

41 Appendix 3: GROUP STANDING ORDERS (Board) For Salford Royal NHS Foundation Trust and Pennine Acute Hospitals NHS Trust SRFT specific provisions are highlighted in a box as follows example PAHT specific provisions are highlighted in light grey as follows example. 41

42 CONTENTS: STANDING ORDERS OF THE BOARD OF DIRECTORS INTRODUCTION Statutory Framework Delegation of powers 1. INTERPRETATION 2. THE BOARD OF DIRECTORS Composition of the Board Appointment of the Chairman and Non-Executive Directors Terms of Office of the Chairman and Members Terms and conditions of Office of the Chairman and Non-Executive Directors Appointment of Vice Chairman Powers of Vice-Chairman Joint Directors Lead Roles for Board Members Role of Members 3. MEETINGS OF THE BOARD OF DIRECTORS Calling Meetings Notice of Meetings Agenda and Supporting Papers Annual Public Meeting Annual Members Meeting Notice of Motion Emergency Motion Motions: Procedure at and during a meeting Motion to Rescind a Resolution Chairman of meeting Chairman s Ruling Quorum Voting Suspension of Standing Orders Variation and Amendment of Standing Orders Record of Attendance Minutes Admission of the Public and the Press 4. ARRANGEMENTS FOR THE EXERCISE OF FUNCTIONS BY DELEGATION Emergency Powers Delegation to Officers Overriding Standing Orders 5. COMMITTEES Appointment of Committees Confidentiality 6. DECLARATIONS OF INTERESTS Declaration of Interest Register of Interests Fit and Proper Persons Test 42

43 7. DISABILITY OF DIRECTORS IN PROCEEDINGS ON ACCOUNT OF PECUNIARY INTEREST Waiver of Standing Orders made by the Secretary of State for Health 8. STANDARDS OF BUSINESS CONDUCT Policy Interest of Officers in Contracts Canvassing of, and Recommendations by, directors in relation to appointments Relatives of Directors or Officers 9. CUSTODY OF SEAL AND SEALING OF DOCUMENTS Custody of Seal Sealing of Documents Register of Sealing 10. SIGNATURE OF DOCUMENTS 11. MISCELLANEOUS Standing Orders to be Given to Directors and Officers Documents having the standing of Standing Orders Policy statements: general principles Review of Standing Orders 43

44 INTRODUCTION These standing orders are equally applicable to both Salford Royal NHS Foundation Trust ( SRFT ) and Pennine Acute Hospitals NHS Trust ( PAHT ). Where a provision is specific to either SRFT or PAHT that is made clear within these standing orders; SRFT specific provisions are highlighted in a box with no shading and PAHT specific provisions are highlighted in box with shading. Where no specific reference to an organisation is made or a reference is made to Trust or Trusts, that provision is applicable to both SRFT and/or PAHT. The Chairman of the Trusts shall be the final arbiter of any point of interpretation within these Standing Orders, on which he shall be advised by the Trust Secretary. As set out in Standing Order 5.3 below, the Standing Orders and Standing Financial Instructions of the Trust, as far as they are applicable, shall apply with appropriate alteration to meetings of any committees established by the Trust. Statutory Framework The Salford Royal NHS Foundation Trust ( SRFT ) is a statutory body, which became a public benefit corporation on 1 August 2006 following its approval as a NHS Foundation Trust by the Independent Regulator of NHS Foundation Trusts, Monitor. The principal place of business of SRFT is: Salford Royal, Stott Lane, Salford M6 8HD SRFT s head office is at Chief Executive s Office, Salford Royal NHS Foundation Trust, Stott Lane, Salford, M6 8HD or such other place as decided from time to time. NHS Foundation Trusts are governed by Act of Parliament, mainly the National Health Service Act 2006 as amended. Monitor has authorised SRFT to become an NHS Foundation Trust subject to the conditions set out in Section 3 of SRFT s Authorisation Document available at s_of_authorisation_ pdf. Delegation of Powers SRFT has certain powers to delegate and make arrangements for delegation. The Standing Orders set out the detail of these arrangements. The Pennine Acute Hospitals NHS Trust ( PAHT ) is a statutory body which came into existence on 1 April 2002 under the Pennine Acute Hospitals NHS Trust (Establishment) and the Bury Health Care NHS Trust, the Rochdale Healthcare NHS Trust, the Oldham NHS Trust and the North Manchester Healthcare NHS Trust (Dissolution) Order 2002 SI(2002)308). The principal places of business of PAHT are: North Manchester General Hospital, Delaunays Road, Crumpsall, Manchester M8 5RB; Fairfield General Hospital, Rochdale Old Road, Bury, Lancashire BL9 7TD; Rochdale Infirmary, Whitehall Street, Rochdale, Lancashire OL12 0NB; Royal Oldham Hospital, Rochdale Road, Oldham, Lancashire OL1 2JH; and 44

45 associated hospitals, establishments and facilities. PAHT s head office is based at North Manchester General Hospital, at the address set out above, or such other place as decided from time to time. NHS Trusts are governed by Act of Parliament, mainly the National Health Service Act 2006 as amended. In addition to this statutory framework, the Secretary of State, through the Department of Health and/or the NHS Trust Development Authority (now known as NHS Improvement) may issue further directions and guidance to PAHT and other NHS Trusts. Delegation of Powers PAHT has certain powers to delegate and make arrangements for delegation. The Standing Orders set out the detail of these arrangements. The NHS regulatory framework, specifically the Code of Accountability for NHS Boards (2004) requires all Trusts to adopt Standing Orders for the regulation of their proceedings and business. The Trusts must also adopt Standing Financial Instructions (SFIs) as an integral part of Standing Orders setting out the responsibilities of individuals. The Trusts delegated powers are also covered in a separate document (Reservation of Powers to the Board and Scheme of Delegation). This document has effect as if incorporated into these Standing Orders. The document sets out the decisions reserved to the Trusts Boards and what responsibility has been delegated by each Trust to others. 45

46 1. INTERPRETATION 1.1 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 the Secretary. 1.2 Any expression to which a meaning is given in the National Health Service Act 2006 and other Acts relating to the National Health Service or in the Financial or other Regulations made under the Acts or in the Authorisation or Constitution shall have the same meaning in this interpretation and in addition: "Principal Accounting Officer means the Officer responsible and accountable for funds entrusted to the Trust in accordance with the role of Accounting Officer for Salford Royal NHS Foundation Trust role of Accountable Officer for The Pennine Acute Hospitals NHS Trust. He shall be responsible for ensuring the proper stewardship of public funds and assets. This shall be the Chief Executive. "AUTHORISATION" means the authorisation of SRFT by the Independent Regulator of NHS Foundation Trusts "BOARD" means the Board of Directors comprising the Chairman, Executive Directors and Non- Executive Directors. "CHAIRMAN" is the person appointed in accordance with the Constitution to lead the SRFT Board of directors and the Council of Governors and to ensure that they successfully discharge their overall responsibility for the Trust as a whole. "CHAIRMAN" is the person appointed by the Secretary of State for Health to lead the PAHT Board and to ensure that it successfully discharges its overall responsibility for the Trust as a whole. The expression the Chairman of the Trust shall be deemed to include the Vice-Chairman of the Trust if the Chairman is absent from the meeting or is otherwise unavailable. "CHIEF EXECUTIVE" means the Chief Executive Officer of the Trust. "COMMITTEE" means a committee created and appointed by the Board. "COMMITTEE MEMBERS" mean persons formally appointed by the Board to sit on or to chair specific committees. "CONSTITUTION" means the constitution of SRFT "DIRECTOR" may encompass either an Executive Director or a Non-Executive Director. "DIRECTOR OF FINANCE" means the Chief Finance Officer of the Trust. "ESTABLISHMENT ORDER" means the Pennine Acute Hospitals NHS Trust (Establishment) and the Bury Health Care NHS Trust, the Rochdale Healthcare NHS Trust, the Oldham NHS Trust and the North Manchester Healthcare NHS Trust (Dissolution) Order 2002 "EXECUTIVE DIRECTOR" means a director of the Board with voting rights, who is an officer of the Trust or a director of the Board who is not an officer of the Trust but is nevertheless regarded as an executive rather than Non-Executive Director of the Trust by virtue of regulation 5 of the Members, Procedure and Administration Arrangements Regulations. An Executive Director is 46

47 included as part of the quorum of the Board. This term may include the Chief Executive or Director of Finance. "FUNDS HELD ON TRUST" shall mean those funds which the Trust holds at its date of incorporation, receives on distribution by statutory instrument, or chooses subsequently to accept under powers under the NHS Act Such funds may or may not be charitable. "MOTION" means a formal proposition to be discussed and voted on during the course of a meeting. "MEMBERSHIP, PROCEDURE AND ADMINISTRATION ARRANGEMENTS REGULATIONS means the NHS Trusts (Membership and Procedure) Regulations (SI 1990/2024) as amended. "NOMINATED OFFICER" means an officer charged with the responsibility for discharging specific tasks within these SOs and SFIs. "NON-EXECUTIVE DIRECTOR" means a director of the Board with voting rights, who is not an officer of the Trust. A Non-Executive Director is included as part of the quorum of the Board. This term may include the Chairman. "NTDA means the National Health Service Trust Development Authority. "OFFICER" means an employee of the Trust or any other person holding a paid appointment or office with the Trust. "SFIS" means Standing Financial Instructions. "SOS" mean Standing Orders. "SECRETARY" means a person appointed to act independently of the Board to provide advice on corporate governance issues to the Board and the Chairman and monitor the Trust s compliance with the law, SOs, SFIs and applicable guidance. "TRUST" means the Salford Royal NHS Foundation Trust. "Trust" means The Pennine Acute Hospitals NHS Trust. "VICE-CHAIRMAN" means the Non-Executive Director appointed by the Board to take on the Chairman s duties if the Chairman is absent for any reason or is otherwise unable to discharge their office as Chairman. 1.3 References to legislation include all amendments, replacements or re-enactments made. 1.4 Words importing the masculine gender only shall include the feminine gender; words importing the singular shall import the plural and vice-versa. 47

48 2. THE BOARD OF DIRECTORS 2.1 All business shall be conducted in the name of the Trust. 2.2 The powers of the Trust established under statute shall be exercised by the Board. The Board shall define and regularly review the functions it exercises. 2.3 The Trust is the sole charity trustee of the charitable funds in its corporate capacity ( a corporate trustee ). Accountability for charitable funds held on trust is to the Charity Commission and the Board is jointly responsible for the management of those charitable funds. (In this respect, Directors are therefore acting in a quasi-trustee role albeit they are not, individually, charity trustees; the only charity trustee is the Trust as a corporate body.) The Board must therefore retain direct control of key decision making for charitable funds although the Board may set up a charitable funds committee to administer such arrangements. 2.4 The Board has resolved that certain powers and decisions may only be exercised or made by the Board in formal session. These powers and decisions are set out in the Reservation of Powers to the Board and Scheme of Delegation and have effect as if incorporated into the Standing Orders. Those powers which the Board has delegated are set out in the Reservation of Powers to the Board and Scheme of Delegation. 2.5 In accordance with the Constitution, the composition of the Board of the Trust shall be The Chairman of the Trust Not less than four and not more than six other Non-Executive Directors Executive Directors including; The Chief Executive The Director of Finance A registered medical practitioner or a registered dentist A registered nurse or midwife And not more than three other Executive Directors. Save that at all times the number of Executive Directors will not exceed the number of Non- Executive Directors. 2.5 The composition of the Board shall be in accordance with the Establishment Order: The Chairman of the Trust (appointed by the NTDA); 7 Non-Executive Directors excluding the Chairman (appointed by the NTDA) one of whom shall be appointed from the University of Manchester; and 7 Executive Directors including: the Chief Executive; the Director of Finance. 48

49 2.6 Appointment of Chairman and Non-Executive Directors - the Chairman is appointed by the Secretary of State in accordance with the NHS Act 2006 Schedule 4 paragraph 3(a) (a) but otherwise the appointment and tenure of office of the Chairman and Non-Executive Directors are set out in the Membership, Procedure and Administration Arrangements Regulations. 2.7 Terms of Office of the Chairman and Members - The regulations setting out the period of tenure of office of the Chairman and Non-Executive Directors and for the termination or suspension of office of the Chairman and Non-Executive Directors are set out in the Membership, Procedure and Administration Arrangements Regulations. 2.6 Appointment of the Chairman and Non-Executive Directors - The Chairman and Non- Executive Directors are appointed by the Council of Governors in accordance with the procedures in paragraph 12 of the Constitution. 2.7 Terms and conditions of Office of the Chairman and Non-Executive Directors - The terms and conditions of office of the Chairman and the Non-Executive Directors are to be decided by the Council of Governors in accordance with the procedures in paragraph 12 of the Constitution. 2.8 Appointment of Vice Chairman The Board shall elect one of the Non-Executive Directors to be Vice-Chairman of the Board for such period (not exceeding the remainder of his term) as they may specify on appointing him. 2.9 Any Non-Executive Director so elected may at any time resign from the office of Vice-Chairman by giving notice in writing to the Chairman and the Board may thereupon appoint another Non- Executive Director as Vice-Chairman in accordance with Standing Order Powers of Vice Chairman - Where the Chairman of the Trust has died or has otherwise ceased to hold office, or where he is unable to perform his duties as Chairman owing to illness, absence or any other cause, the Vice-Chairman shall take on the duties of the Chairman until a new Chairman is appointed or the existing Chairman is able to resume their duties as the case may be. In taking on the duties of the Chairman, the Vice-Chairman cannot simultaneously be the Chairman of Audit Committee. References to the Chairman in these Standing Orders shall, so long as there is no Chairman able to perform those duties, be taken to include references to the Vice-Chairman Joint Directors Where more than one person is appointed jointly to a post in the Trust, those persons shall become appointed as a Director jointly, and, in addition: a. either or all of those persons may attend or take part in meetings of the Board; b. any of those persons if present shall be eligible to vote in the case of agreement between them and if all are present at a meeting they should cast one vote between them; c. in the case of disagreements no vote should be cast; d. the presence of any or all of those persons should count as the presence of one person for the purposes of considering quorum and numbers of Directors on the Board Lead Roles for Board Members - The Chairman will ensure that the designation of Lead roles or appointments of Board members as required by the Department of Health or as set out in any statutory or other guidance will be made in accordance with that guidance or statutory requirement (e.g. appointing a Lead Board Member with responsibilities for Infection Control or Child Protection Services etc.). 49

50 2.13 Role of Members The Board will function as a corporate decision-making body. Executive and Non-Executive Directors will be full and equal members. Their role as members of the Board will be to consider the key strategic and managerial issues facing the Trust, as the Trust carries out its statutory and other functions Executive Directors Executive Members shall exercise their authority within the terms of these Standing Orders and Standing Financial Instructions and the Scheme of Delegation Chief Executive The Chief Executive shall be responsible for the overall performance of the Trust. He is the Principal Accounting Officer for the Trust and shall be responsible for ensuring the discharge of obligations under Standing Financial Instructions and in line with Managing Public Money and the requirements of the Accountable Officer Memorandum for Chief Executives of NHS Trusts. and the requirements of the NHS Foundation Trust Accounting Officer Memorandum Director of Finance The Director of Finance shall be responsible for the provision of financial advice to the Trust and to its members and for the supervision of financial control and accounting systems. He shall be responsible along with the Chief Executive for ensuring the discharge of obligations under relevant Standing Financial instructions Non-Executive Members The Non-Executive Members shall not be granted nor shall they seek to exercise any individual executive powers on behalf of the Trust. They may however, exercise collective authority when acting as members of or when chairing a committee of the Trust which has delegated powers Chairman The Chairman shall be responsible for the operation of the Board and chair all Board meetings when present. The Chairman must comply with his terms of appointment and with these Standing Orders. The Chairman shall liaise with the NTDA over the appointment of Non-Executive Directors and once appointed shall take responsibility either directly or indirectly for their induction, their portfolios of interests and assignments, and their performance. The Chairman shall work in close harmony with the Chief Executive and shall ensure that key and appropriate issues are discussed by the Board in a timely manner with all the necessary information and advice being made available to the Board to inform the debate and ultimate resolutions. 3. Meetings of the Trust 3.1 Calling meetings Ordinary meetings of the Board shall be held at regular intervals at such times and places as the Board may determine The Chairman of the Trust may call a meeting of the Board at any time. 50

51 3.1.3 Five Directors (i.e. one third of the whole number of the Chairman and Directors) may requisition a meeting by written notice to the Chairman. If the Chairman refuses, or fails, to call a meeting within seven days of a requisition being presented, the Directors signing the requisition may forthwith call a meeting Save in the case of emergencies or the need to conduct urgent business, the Secretary shall give to all Directors reasonable notice in writing of the date, time and place of every meeting of the Board of Directors for each year. 3.2 Notice of Meetings and the Business to be transacted Before each meeting of the Board, a written notice specifying the business proposed to be transacted shall be delivered to every Director, or sent by post to the usual place of residence of each member or delivered by electronic means to each member on contact details notified by a Director to the Trust Secretary for such purpose, so as to be available to Directors at least three clear days before the meeting. The notice shall be signed by the Chairman or by an officer authorised by the Chairman to sign on their behalf. Want of service of such a notice on any Director shall not affect the validity of a meeting In the case of a meeting called by Directors in default of the Chairman calling the meeting, the notice shall be signed by those Directors No business shall be transacted at the meeting other than that specified on the notice of meeting A Director desiring a matter to be included on an agenda shall make his/her request in writing to the Chairman at least 10 clear days before the meeting. The request should state whether the item of business is proposed to be transacted in the presence of the public and should include appropriate supporting information. Requests made less than 10 days before a meeting may be included on the agenda at the discretion of the Chairman Before each meeting of the Board a public notice of the time and place of the meeting, and the public part of the agenda, shall be displayed at the Trust s principal offices at least three clear days before the meeting. (required by the Public Bodies (Admission to Meetings) Act 1960 Section 1 (4) (a)). 3.3 Agenda and Supporting Papers Setting the Agenda - The Board may determine that certain matters shall appear on every agenda for a meeting of the Trust and shall be addressed prior to any other business being conducted as agreed by the Board. (Such matters may be identified within these Standing Orders or following subsequent resolution shall be listed in an Appendix to the Standing Orders.) The Agenda will be made available to members six days before the meeting and supporting papers, whenever possible, shall accompany the agenda, but will certainly be available no later than three clear days before the meeting, save in emergency Before holding a meeting, the Board of Directors must send a copy of the agenda of the meeting to the Council of Governors Annual Public Meeting The Trust will publicise and hold an annual public meeting in accordance with the NHS Trusts (Public Meetings) Regulations 1991 (SI(1991)482) Annual Members Meeting The Trust will publicise and hold an annual members meeting in accordance with the Constitution. 51

52 3.4 Notice of Motion Subject to the provision of Standing Orders 3.7 Motions: Procedure at and during a meeting and 3.8 Motions to rescind a resolution, a member of the Board wishing to move or amend a motion shall send a written notice to the Secretary who will ensure that it is brought to the immediate attention of the Chairman The notice shall be delivered at least ten clear 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 governing regulations. This Standing Order shall not prevent any motion being withdrawn or moved without notice on any business mentioned on the agenda for the meeting. 3.6 Emergency Motions Subject to the agreement of the Chairman, and subject also to the provision of Standing Order 3.7 Motions: Procedure at and during a meeting, a member of the Board may give written notice of an emergency motion after the issue of the notice of meeting and agenda, up to one hour before the time fixed for the meeting. The notice shall state the grounds of urgency. If in order, it shall be declared to the Board at the commencement of the business of the meeting as an additional item included in the agenda. The Chairman's decision to include the item shall be final. 3.7 Motions: Procedure at and during a meeting i) Who may propose A motion may be proposed by the Chairman of the meeting or any member present. It must also be seconded by another member. ii) Contents of motions The Chairman may exclude from the debate at their discretion any such motion of which notice was not given on the notice summoning the meeting other than a motion relating to: - the receipt of a report; - consideration of any item of business before the Board; - the accuracy of minutes; - that the Board proceed to next business; - that the Board adjourn; - that the question be now put. iii) Amendments to motions A motion for amendment shall not be discussed unless it has been proposed and seconded. Amendments to motions shall be moved relevant to the motion, and shall not have the effect of negating the motion before the Board. 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. iv) 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. 52

53 b) Substantive/original motion The member who proposed the substantive motion shall have a right of reply at the close of any debate on the motion. v) Withdrawing a motion concurrence of the seconder and the consent of the Chairman. vi) Motions once under debate When a motion is under debate or immediately prior to debate, no motion may be moved other than: - an amendment to the motion; - the adjournment of the discussion, or the meeting; - that the meeting proceed to the next business; - that the question should be now put; - the appointment of an 'ad hoc' committee to deal with a specific item of business; - that a member/director be not further heard; - a motion under Section 1(2) or Section 1(8) of the Public Bodies (Admissions to Meetings) Act 1960 resolving to exclude the public, including the press (see Standing Order 3.17). No amendment to the motion shall be admitted if, in the opinion of the Chairman of the meeting, the amendment negates the substance of the motion. In those cases where the motion is either that the meeting proceeds to the next business or that the question be now put in the interests of objectivity these should only be put forward by a member of the Board who has not taken part in the debate and who is eligible to vote. If a motion to proceed to the next business or that the question be now put, 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. 3.8 Motion to Rescind a Resolution 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 who gives it and also the signature of four other members. Before considering any such motion of which notice shall have been given, the Board may refer the matter to any appropriate Committee or the Chief Executive for recommendation When any such motion has been dealt with by the Trust Board it shall not be competent for any director/member other than the Chairman to propose a motion to the same effect within six months. This Standing Order shall not apply to motions moved in pursuance of a report or recommendations of a Committee or the Chief Executive. 3.9 Chairman of meeting At any meeting of the Board the Chairman, if present, shall preside. If the Chairman is absent from the meeting, the Vice-Chairman (if the Board has appointed one), if present, shall preside If the Chairman and Vice-Chairman are absent, such Non-Executive Director as the Directors present shall choose shall preside If the Chairman is absent from a meeting temporarily on the grounds of a declared conflict of interest the Vice-Chairman, if present, shall preside. If the Chairman and Vice-Chairman are 53

54 absent, or are disqualified from participating, such Non-Executive Director as the directors present shall choose shall preside Chairman's ruling The decision of the Chairman of the meeting on questions of order, relevancy and regularity (including procedure on handling motions), their interpretation of the Standing Orders and Standing Financial Instructions and any other matters at the meeting, shall be final Quorum No business shall be transacted at a meeting unless at least five Directors are present (i.e. one third of the whole number of the Chairman and Directors) including at least: a) two Executive Directors of the Trust and b) two Non-Executive Directors of the Trust. By exception, the Board may decide that Directors may participate in meetings either by telephone, video or computer link. Participation in a meeting in this manner shall be deemed to constitute presence in person at the meeting and as such shall count towards the quorum An Officer in attendance for an Executive Director but without formal acting up status may not count towards the quorum If the Chairman or a Director has been disqualified from participating in the discussion on any matter and/or from voting on any resolution by reason of a declaration of a conflict of interest (see Standing Orders 6 and 7) that person 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 Directors to form part of the quorum shall not apply where the Executive Directors are excluded from a meeting (for example when the Board considers the recommendations of the Nominations and/or Remuneration and Terms of Service Committee) Voting Save as provided in Standing Orders Suspension of Standing Orders and Variation and Amendment of Standing Orders, every question put to a vote at a meeting shall be determined by a majority of the votes of the Directors present and voting on the question. In the case of an equal vote, the person presiding (i.e.: the Chairman of the meeting) shall have a second, and casting vote At the discretion of the Chairman all questions put to the vote shall be determined by oral expression or by a show of hands, unless the Chairman directs otherwise. A paper ballot may also be used if a majority of the directors present so request If at least five Directors present so request, the voting on any question may be recorded so as to show how each Director present voted or did not vote (except when conducted by paper ballot) If a Director so requests, their vote (except when conducted by paper ballot) shall be recorded by name In no circumstances may an absent Director vote by proxy. Absence is defined as being absent at the time of the vote. 54

55 An Officer who has been formally appointed 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 Trust Board meeting 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 A Officer s status when attending a meeting shall be recorded in the minutes For the voting rules relating to joint members see Standing Order Suspension of Standing Orders Except where this would contravene any statutory provision, any direction made by the Secretary of State any provision of the Authorisation or of the Constitution or the rules relating to the Quorum (Standing Order 3.11), any one or more of the Standing Orders may be suspended at any meeting, provided that at least two-thirds of the whole number of the members of the Board are present (including at least two Executive Directors and two Non- Executive Director) and that at least two-thirds of those Directors present signify their agreement to such suspension. The decision and reason(s) for the suspension shall be recorded in the Trust Board's minutes A separate record of matters discussed during the suspension of Standing Orders shall be made and shall be available to the Chairman and to the directors No formal business may be transacted while Standing Orders are suspended The Audit Committee shall review every decision to suspend Standing Orders Variation and amendment of Standing Orders These Standing Orders shall not be varied except in the following circumstances: Upon a notice of motion under Standing Order 3.5; Upon a recommendation of the Chairman or Chief Executive included on the agenda for the meeting; That two thirds of the Board members are present at the meeting where the variation or amendment is being discussed, and that at least half of the Trust s Non- Executive Directors vote in favour of the amendment; Providing that any variation or amendment does not contravene a statutory provision or direction made by the Secretary of State, provision of the Authorisation or the Constitution Record of Attendance 3.16 Minutes The names of the Chairman and Directors present at the meeting shall be recorded The minute of the proceedings of a meeting shall be drawn up by the Secretary and submitted for agreement at the next ensuing meeting where they shall be signed by the person presiding at it. 55

56 No discussion shall take place upon the minute 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 Minutes shall be circulated in accordance with directors' wishes and shall be provided to the Council of Governors as soon as practicable after a Board meeting. Where providing a record of a public meeting the minutes shall be made available to the public 3.17 Admission of public and the press Admission and exclusion on grounds of confidentiality of business to be transacted The public and representatives of the press may attend all meetings of the Board, but shall be required to withdraw upon the Board resolving that representatives of the press, and other members of the public, be excluded from the remainder of this meeting having regard to the confidential nature of the business to be transacted, publicity on which would be prejudicial to the public interest General disturbances The Chairman (or Vice-Chairman if one has been appointed) or the person presiding over the meeting shall give such directions as he thinks fit with regard to the arrangements for meetings and accommodation of the public and representatives of the press such as to ensure that the Board s business shall be conducted without interruption and disruption and, without prejudice to the power to exclude on grounds of the confidential nature of the business to be transacted, the Chairman may exclude any member of the public or representatives of the press to suppress or prevent disorderly conduct or other misbehaviour at a meeting that is interfering with or preventing the proper conduct of the meeting Use of Mechanical or Electrical Equipment for Recording or Transmission of Meetings Nothing in these Standing Orders shall require the Board to allow members of the public or 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 (such as via recording, transmitting, video or similar apparatus) without the prior agreement of the Board Observers at Trust meetings The Trust will decide what arrangements and terms and conditions it feels are appropriate to offer in extending an invitation to observers to attend and address any of the Board's meetings and may change, alter or vary these terms and conditions as it deems fit. 4 ARRANGEMENTS FOR THE EXERCISE OF FUNCTIONS BY DELEGATION 4.1 The Board of Directors may delegate any of its powers to a committee of Directors or to an Executive Director. 4.1 The Board 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 in accordance with directions issued by the Secretary of State. The terms of reference of these committees or sub-committees and their specific executive powers shall be approved by the Board in respect of its sub-committees. 4.2 Emergency Powers - The powers which the Board has retained to itself within these Standing Orders 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 56

57 Executive and the Chairman shall be reported to the next formal meeting of the Board, for ratification. 4.3 Delegation to Officers - Those functions of the Trust which have not been retained as reserved by the Board or delegated to an executive committee or sub-committee shall be exercised on behalf of the Board by the Chief Executive. The Chief Executive shall determine which functions he/she will perform personally and shall nominate officers to undertake the remaining functions for which he/she will still retain accountability to the Trust. 4.4 The Chief Executive shall prepare a Scheme of Delegation identifying his/her proposals, which shall be considered and approved by the Board, subject to any amendment agreed during the discussion. The Chief Executive may periodically propose amendments to the Scheme of Delegation, which shall be considered and approved by the Board as indicated above. 4.5 Nothing in the Scheme of Delegation shall impair the discharge of the direct accountability to the Board of the Director of Finance or other Executive Directors to provide information and advise the Board in accordance with any statutory requirements. Outside these statutory requirements the roles of the Director of Finance shall be accountable to the Chief Executive for operational matters. 4.6 The arrangements made by the Board as set out in the "Reservation of Powers to the Board and Delegation of Powers" shall have effect as if incorporated in these Standing Orders. 4.7 Overriding Standing Orders If for any reason these Standing Orders are not complied with, full details of the non-compliance and any justification for non-compliance and the circumstances around the non-compliance, shall be reported to the next formal meeting of the Board for action or ratification. All directors of the Board and staff have a duty to disclose any non-compliance with these Standing Orders to the Chief Executive as soon as possible. 5. COMMITTEES 5.1 Appointment of Committees - Subject to the provider licence, the constitution Subject to such directions as may be given by the Secretary of State for Health and the NHS Act 2006, the Board may appoint committees of directors consisting wholly or partly of directors of the Trust or wholly of persons who are not directors of the Trust. 5.2 A committee may, in accordance with the Constitution and these Standing Orders, appoint sub-committees of directors consisting wholly or partly of directors of the Trust or wholly of persons who are not directors of the Trust. 5.3 The Standing Orders and Standing Financial Instructions of the Trust, as far as they are applicable, shall apply with appropriate alteration to meetings of any committees established by the Trust. In which case the term Chairman is to be read as a reference to the Chairman of the committee as the context permits, and the term Director is to be read as a reference to a member of the committee also as the context permits. (Except for the Group Committees in Common, there is no requirement to hold meetings of committees established by the Trust in public.) 5.4 Each such committee shall have such terms of reference and powers and be subject to such conditions (as to reporting back to the Board), as the Board shall decide and shall be in accordance with any legislation and regulation or direction issued by the Secretary of State. Such terms of reference shall have effect as if incorporated into the Standing Orders. 5.5 Where committees are authorised to establish sub-committees and have delegated executive powers, they may not delegate executive powers to the sub-committee unless expressly authorised by the Board. 57

58 5.6 The Board shall approve the appointments to each of the committees, which it has formally constituted. Where the Board determines, and legislation 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. The Board shall define the powers of such appointees and shall agree allowances, including reimbursement for loss of earnings, and/or expenses in accordance where appropriate with national guidance and its constitution. 5.7 Where the Board is required to appoint persons to a committee and/or to undertake statutory functions as required by the Secretary of State, and where such appointments are to operate independently of the Board such appointment shall be made in accordance with the regulations and directions made by the Secretary of State. 5.8 The committees established by the Trust must include: Audit Committee Remuneration, Nominations and Terms of Service Committee Charitable Funds Committee Such other committees may be established, as required, to discharge the Board's responsibilities. 5.9 Confidentiality - 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 or shall otherwise have concluded on that matter A Director of the Trust or a member of a committee shall not disclose any matter reported to the Board or otherwise dealt with by the committee, notwithstanding that the matter has been reported or action has been concluded, if the Board or committee shall resolve that it is confidential without the permission of the Board/committee as applicable Nothing in the above sections shall restrict staff acting within the law on whistleblowing (currently found within the Employment Rights Act 1996 as amended by the Public Interest Disclosure Act 1998). 6. DECLARATIONS OF INTERESTS/FIT AND PROPER PERSONS 6.1 Declaration of Interests - The Constitution The NHS Code of Accountability requires directors to declare interests, which are relevant and material to the Board of which they are a Director. All existing Directors should declare such interests. Any Directors appointed subsequently should do so on appointment. 6.2 A material interest is: a) any directorship; b) any interest (excluding a holding of shares in a company whose shares are listed on any public exchange where the holding is less than 2% of the total shares in issue) or position held by a Director in any firm or company or business which, in connection with the matter, is trading with the Trust, or is likely to be considered as a potential trading partner with the Trust; c) any interest in a voluntary or other organisation providing health and social care services to the National Health Service; 58

59 d) a position of authority in a charity or voluntary organisation in the field of health and social care; e) any connection with any organisation, entity or company considering entering into a financial arrangement with the Trust including not limited to lenders or banks. f) arrangement with the Trust, including but not limited to, lenders or banks. 6.3 At the time Directors' interests are declared, they should be recorded in the Board of Directors' minutes and made publicly available on the Trust s website. Any changes in interests should be officially declared at the next Board meeting following the change occurring. 6.4 Directors' directorships 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. 6.5 During the course of a Board meeting, if a conflict of interest is established, the director concerned should withdraw from the meeting and play no part in the relevant discussion or decision. For the avoidance of doubt, this includes not voting on any issue where a conflict is established. 6.6 The interests of Directors spouses/co-habiting partners and close associates should also be regarded as relevant. 6.7 If Directors have any doubt about the relevance or materiality of an interest, this should be discussed with the Chairman and/or Secretary. Influence rather than the immediacy of a 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. 6.8 Register of Interests The Secretary will ensure that a register of Interests is established to record formally declarations of interest of all Directors and committee members. In particular the Register will include details of all directorships and other relevant and material interests which have been declared by both Executive and Non-Executive directors. 6.8 These details will be kept up to date by means of an annual review of the register in which any changes to interests declared during the preceding twelve months will be incorporated. 6.9 The Register will be available to the public and the Trust Secretary will take reasonable steps to bring the existence of the Register to the attention of the local population and to publicise arrangements for viewing it The Fit and Proper Persons Test (FPPT) - requirements came into force 27 November The CQC regulate compliance with the FPPT which focusses on holding senior leaders to account ensuring the accountability of directors of NHS bodies The FPPT applies to Directors and equivalents namely those who are Board members or who regularly attend the Board and have a responsibility and are accountable for the delivery of care, irrespective of their voting rights 6.12 The Trust has a duty to ensure that the chair, the non-executives and executive directors it appoints meet the requirements of the fit and proper persons regulations. They must: be of good character; have the necessary qualifications, competence, skills and experience; 59

60 by reason of their health, be able to properly perform tasks which are intrinsic to the role (after reasonable adjustments have been made); supply certain information (including a Disclosure and Barring Service (DBS) check and a full employment history); and have not been responsible for, privy to, contributed or facilitated any serious misconduct or mismanagement (whether unlawful or not) in carrying on a regulated activity or providing a service elsewhere which, if provided in England, would be a regulated activity The Chairman is responsible for ensuring that the FPPT is carried out for all of the Board members and a register is maintained by the Trust Secretary. 7. DISABILITY OF CHAIRMAN AND DIRECTORS IN PROCEEDINGS ON ACCOUNT OF PECUNIARY INTEREST 7.1 Subject to the following provisions of this Standing Order, if the Chairman or a director of the Trust has any pecuniary interest, direct or indirect, in any contract, proposed contract or other matter and is present at a meeting of the Trust at which the contract or other matter is the subject of consideration, he shall at the meeting and as soon as practicable after its commencement disclose the fact and shall not take part in the consideration or discussion of the contract or other matter or vote on any question with respect to it. 7.2 The Secretary of State may, subject to such conditions as he may think fit to impose, remove any disability imposed by this Standing Order in any case in which it appears to him in the interests of the National Health Service that the disability shall be removed. 7.3 The Board may exclude the Chairman or a director of the Board from a meeting of the Board while any contract, proposed contract or other matter in which he has a pecuniary interest, is under consideration. 7.4 Any remuneration, compensation or allowances payable to the Chairman or a Non-Executive Director in accordance with the constitution shall not be treated as a pecuniary interest for the purpose of this Standing Order. 7.5 For the purpose of this Standing Order the Chairman or a director shall be treated, subject to Standing Orders 7.2 and 7.6, 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 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 consideration; and in the case of married persons living together the interest of one spouse shall, if known to the other, be deemed for the purposes of this Standing Order to be also an interest of the other. 7.6 The Chairman or a director shall not be treated as having a pecuniary interest in any, proposed contract or other matter by reason only: 60

61 (a) of his/her membership of a company or other body, if he/she has no beneficial interest in any securities of that company or other body; (b) of an interest in any company, body or person with which he/she is connected as mentioned in Standing Order 7.5 above which is so remote or insignificant that it cannot reasonably be regarded as likely to influence a director in the consideration or discussion of or in voting on, any question with respect to that contract or matter. 7.7 Where the Chairman or a director: (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; (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 one class, the total nominal value of shares of any one class in which he/she has a beneficial interest does not exceed one-hundredth of the total issued share capital of that class, This Standing Order shall not prohibit him/her 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/her duty to disclose his/her interest. 7.8 This Standing Order applies to a committee or sub-committee as it applies to the Board and applies to any member of any such committee or sub-committee (whether or not he/she is also a director of the Trust) as it applies to a director. 7.9 Waiver of Standing Orders made by the Secretary of State for Health (1) Power of the Secretary of State to make waivers Under regulation 11(2) of the Membership, Procedure and Administration Arrangements Regulations, there is a power for the Secretary of State to issue waivers if it appears to the Secretary of State in the interests of the health service that the disability in regulation 11 (which prevents a chairman or a member from taking part in the consideration or discussion of, or voting on any question with respect to, a matter in which he has a pecuniary interest) is removed. A waiver has been agreed in line with sub-sections (2) to (4) below. (2) Definition of Chairman for the purpose of interpreting this waiver For the purposes of paragraphs (3) and (4) (below), the relevant chairman is (a) at a meeting of the Trust, the Chairman of that Trust; (b) at a meeting of a Committee i. in a case where the member in question is the Chairman of that Committee, the Chairman of the Trust; ii. in the case of any other member, the Chairman of that Committee. (3) Application of waiver A waiver will apply in relation to the disability to participate in the proceedings of the Trust on account of a pecuniary interest. 61

62 It will apply to: i) A member of the Trust who is a healthcare professional, within the meaning of regulation 5(5) of the Membership, Procedure and Administration Arrangements Regulations, and who is providing or performing, or assisting in the provision or performance, of (a) services under the National Health Service Act 2006; or (b) services in connection with a pilot scheme under the National Health Service Act 2006; for the benefit of persons for whom the Trust is responsible. ii) Where the pecuniary interest of the member in the matter which is the subject of consideration at a meeting at which he is present:- (a) arises by reason only of the member s role as such a professional providing or performing, or assisting in the provision or performance of, those services to those persons; (b) has been declared by the relevant chairman as an interest which cannot reasonably be regarded as an interest more substantial than that of the majority of other persons who: i are members of the same profession as the member in question, ii are providing or performing, or assisting in the provision or performance of, such of those services as he provides or performs, or assists in the provision or performance of, for the benefit of persons for whom the Trust is responsible. (4) Conditions which apply to the waiver and the removal of having a pecuniary interest The removal is subject to the following conditions: (a) the member must disclose his/her interest as soon as practicable after the commencement of the meeting and this must be recorded in the minutes; (b) the relevant chairman must consult the Chief Executive before making a declaration in relation to the member in question pursuant to paragraph (3)(ii)(b) above, except where that member is the Chief Executive; (c) in the case of a meeting of the Trust: i) the member may take part in the consideration or discussion of the matter which must be subjected to a vote and the outcome recorded; ii) may not vote on any question with respect to it. (d) In the case of a meeting of the Committee: i) the member may take part in the consideration or discussion of the matter which must be subjected to a vote and the outcome recorded; ii) may vote on any question with respect to it; but iii) the resolution which is subject to the vote must comprise a recommendation to, and be referred for approval by, the Trust Board. 62

63 8. STANDARDS OF BUSINESS CONDUCT 8.1 Policy - Staff must comply with the guidance contained in Standards of Business Conduct for NHS staff and the Trust s Standards of Business Conduct Policy (Annex A). The following provisions should be read in conjunction with these documents. 8.2 Interest of Officers in Contracts - If it comes to the knowledge of a director or an officer of the Trust that that the Trust has entered into or proposes to enter into a contract in which he/she or any person connected with him has any pecuniary interest, direct or indirect he shall, at once, give notice in writing to the Chief Executive or Trust Secretary of the fact that he is interested therein. In the case of (married) persons living together as partners, the interest of one partner shall, if known to the other, be deemed to be also the interest of that partner. 8.3 An officer must also declare to the Chief Executive or Trust Secretary any other employment or business or other relationship of his/hers, or of a cohabiting partner, that conflicts, or might reasonably be predicted could conflict with the interests of the Trust. The Trust requires interests, employment or relationships so declared by staff to be entered in a register of interests of staff. 8.4 Canvassing of and Recommendations by Directors in Relation to Appointments - Canvassing of directors or of the Board or members of any committee of the Board directly or indirectly for any appointment under the Trust shall disqualify the candidate for such appointment. The contents of this paragraph of the Standing Order shall be included in application forms or otherwise brought to the attention of candidates. 8.5 A director shall not solicit for any person any appointment under the Trust or recommend any person for such appointment: but this paragraph of this Standing Order shall not preclude a director from giving written testimonial of a candidate's ability, experience or character for submission to the Trust or taking part in the appointment process. 8.6 Informal discussions outside appointments panels or committees, whether solicited or unsolicited, should be declared to the panel or committee. 8.7 Relatives of Directors or Officers - Candidates for any staff appointment shall when making 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 may disqualify a candidate and, if appointed, may render him/her liable to instant dismissal. 8.8 The Chairman, directors and every officer of the Trust shall disclose to the Chief Executive any relationship with a candidate of whose candidature that director or officer is aware. It shall be the duty of the Chief Executive to report to the Trust any such disclosure made. Relationships to which this order applies are those of husband and wife or co-habitees or where either of the two or the spouse of either of them is the son or daughter or grandson or granddaughter or brother or sister or nephew or niece of the other or the spouse of the other. 8.9 On appointment, directors (and prior to acceptance of an appointment in the case of Executive Directors) should disclose to the Board whether they are related to any other director or holder of any office under the Trust Where the relationship of an officer or another director to a director of the Trust is disclosed, the Standing Order headed Disability of the Chairman and directors in proceedings on account of pecuniary interest shall apply It is essential that Directors are transparent and understand the need to ensure that their actions cannot be misunderstood. If there is any doubt as to whether an interest should be declared then it should be declared in the correct way for transparency. 63

64 9. CUSTODY OF SEAL AND SEALING OF DOCUMENTS 9.1 If deeds are not executed under seal then specified wording needs to be included in the deed, executed as a deed by [name of Trust], in the presence of Printed name, Job Title, Signature, Date. 9.2 Custody of Seal - The Common Seal of the Trust shall be kept by the Secretary in a secure place. 9.3 Sealing of Documents - The Trust is to have a seal. Before any building, engineering, property or capital document is sealed it must be approved and signed by the Director of Finance (or an officer nominated by him/her) and authorised and countersigned by the Chief Executive (or an officer nominated by him/her who shall not be within the originating directorate). 9.5 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 Board of Directors at least six-monthly. (The report shall contain details of the seal number, the description of the document, date of sealing and signatories). The book will be held by the Trust Secretary. 10. SIGNATURE OF DOCUMENTS 10.1 Where the signature of any document will be a necessary step in legal proceedings involving the Trust, unless any enactment otherwise requires or authorises, it shall be signed by the Chief Executive or any Executive Director or (if the Board shall have given the necessary authority to some other person for the purpose of such proceedings) such other duly authorised person. The Trust s relevant Legal Services Manager and HR Manager shall be authorised by the Board to sign Statements of Truth for legal proceedings The Chief Executive or nominated officers shall be authorised by resolution of the Board 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 or committee or subcommittee to which the Board has delegated appropriate authority. In land transactions, the signing of certain supporting documents will be delegated to managers as set out clearly in the Scheme of Delegation but will not include the main or principal documents affecting the transfer (e.g. sale/purchase agreement, lease, contracts for construction works and main warranty agreements or any document which is required to be executed as a deed). 11. MISCELLANEOUS 11.1 Standing Orders to be given to Directors 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. Copies will be available on the Trust s Intranet system. These documents are incorporated within the Corporate Governance Framework Manual (CGFM). All staff receive Standards of Business Conduct Information on appointment and direction to the relevant section of the website for further information Documents having the standing of Standing Orders - Standing Financial Instructions, Reservation of Powers to the Board and Delegation of Powers shall have effect as if incorporated into Standing Orders. 64

65 11.3 Policy statements: general principles The Trust may agree and approve policy statements/procedures which will apply to all or specific groups of staff employed by the Trust. The decisions to approve such policies and procedures will be recorded in an appropriate Board minute and will be deemed to be an integral part of the Trust s Standing Orders and Standing Financial Instructions Review of Standing Orders - Standing Orders shall be reviewed annually by the Board. The requirement for review extends to all documents having effect as if incorporated in Standing Orders. 65

66 Annex A to GROUP STANDING ORDERS (Board) Standards of Business Conduct Policy Classification: Policy Lead Author: Jane Burns, Group Secretary Additional author(s): Rebecca McCarthy, Deputy Trust Secretary, Alun Gordon James, PAT Local Counter Fraud Specialist Authors Division: Trust Executive Group Arrangements: Salford Royal NHS Foundation Trust (SRFT) Pennine Acute Hospitals NHS Trust (PAT) Unique ID: Issue number: 1 Expiry Date: April 2019 Contents Section Page Who should read this document Key Messages What is new in this version Introduction Key Terms Staff Decision Making Staff Identification, declaration and review of interests How to make a declaration Proactive review of interests Maintenance Publication Wider transparency initiatives Management of Interests Common situations Clinical private practice Outside employment (including self-employment) Shareholdings and other ownership issues Patents Loyalty interests Sponsored research Sponsored posts Gifts Hospitality Donations Sponsored events Strategic Decision Groups Procurement Confidentiality Agreement Dealing with breaches Appendix 1: Nolan Principles 66

67 Appendix 2: Confidentiality Agreement Appendix 3: Potential sanctions for breaches of this policy Who should read this document? All employees, including volunteers, as well as governors, Executive and Non-Executive members (including co-opted members) and honorary members. Key Messages The Standards of Business Conduct Policy describes the public service values which underpin the work of the NHS and reflects guidance and best practice to which all staff are expected to have regard to. In addition, all staff must abide by the Seven Principles of Public Life, the Nolan Principles set out in Appendix 1 of this policy. This policy will help staff manage conflicts of interest risks effectively. It: introduces consistent principles and rules, provides simple advice about what to do in common situations, supports good judgement about how to approach and manage interests Policy/ Guideline/ Protocol 1. Preface Salford Royal NHS Foundation Trust (SRFT) Board has set out parameters to establish a Group, with Pennine Acute Hospitals NHS Trust (PAT) being the first member. It is intended that in due course Group will be established as a single NHS foundation trust, however it is important to note that currently SRFT and PAT remain sovereign statutory bodies. In 2016/17 the Board of Directors at SRFT and the Trust Board at PAT reviewed and approved the architecture for the Group, including the establishment of Group Committees in Common (Group CiC). The Group CiC involved the Board of Directors at SRFT and the Trust Board at PAT each establishing a committee, to which each Board delegated the exercise of its functions. In recognition of the long term intention of SRFT and PAT to become a single NHS foundation trust, the Group CiC will meet at the same time, around one table, to make the decisions in relation to SRFT and PAT. Since each of the committees has delegated powers from their Boards, the decisions of each committee on matters within its remit will be final and will not need to be ratified by the SRFT and PAT Boards. Group CiC, in collaboration with Group Audit Committee, will establish the Group Governance Framework Manual, ensuring effective and appropriate corporate governance arrangements are in place for the two sovereign organisations whilst in transition to Group. The Standards of Business Conduct Policy is incorporated within the Group Governance Framework Manual. The Standards of Business Conduct Policy is equally applicable to both SRFT and PAT. Where no specific reference to an organisation is made or a reference is made to the organisation it is applicable to, and incorporates, both SRFT and PAT. 67

68 For the purposes of this policy, staff includes all SRFT staff, PAT staff, volunteers, as well as governors, Executive and Non-Executive members (including co-opted members) and honorary members. To this end, if an SRFT staff member has a material relationship with a supplier to PAT then this would need to be declared, and vice versa. 2. Introduction Providing best value for taxpayers and ensuring that decisions are taken transparently and clearly, are both key principles in the NHS Constitution. The organisation is committed to maximising resources for the benefit of all the communities it serves. The people who work for the organisation collaborate closely with other companies and suppliers to deliver high quality care for our patients and service users. These partnerships have many benefits and should help ensure that public money is spent efficiently and wisely. But there is a risk that conflicts of interest may arise. As an organisation, and as individuals, we have a duty to ensure that all our dealings are conducted to the highest standards of integrity so that we are using our finite resources in the best interests of patients and service users. 3. Key Terms A conflict of interest is: A set of circumstances by which a reasonable person would consider that an individual s ability to apply judgement or act, in the context of delivering, commissioning, or assuring taxpayer funded health and care services is, or could be, impaired or influenced by another interest they hold. A conflict of interest may be: Actual there is a material conflict between one or more interests Potential there is the possibility of a material conflict between one or more interests in the future Staff may hold interests for which they cannot see potential conflict. However, caution is always advisable because others may see it differently and perceived conflicts of interest can be damaging. All interests should be declared where there is a risk of perceived improper conduct. Interests fall into the following categories: Financial interests: Where an individual may get direct financial benefit 1 from the consequences of a decision they are involved in making. Non-financial professional interests: Where an individual may obtain a non-financial professional benefit from the consequences of a decision they are involved in making, such as increasing their professional reputation or promoting their professional career. Non-financial personal interests: Where an individual may benefit personally in ways which are not directly linked to their professional career and do not give rise to a direct financial benefit, because of decisions they are involved in making in their professional career. Indirect interests: 1 This may be a financial gain, or avoidance of a loss. 2 A common sense approach should be applied to the term close association. Such an association might arise, depending on the circumstances, through relationships with close family members and relatives, close friends and associates, and business partners. 68

69 4. Staff Where an individual has a close association 2 with another individual who has a financial interest, a non-financial professional interest or a non-financial personal interest and could stand to benefit from a decision they are involved in making. The organisation utilises the skills of many different people, all of whom are vital to our work. This includes people on differing employment terms, who for the purposes of this policy we refer to as staff and include: All salaried employees All prospective employees who are part-way through recruitment Contractors and sub-contractors; and Agency staff In addition, volunteers, as well as governors, are for the purposes of this policy, considered as staff. 5. Decision Making Staff Some staff are more likely than others to have a decision making influence on the use of taxpayers money, because of the requirements of their role. For the purposes of this guidance these people are referred to as decision making staff. Decision making staff in the organisation are: Executive and Non-Executive Directors (or equivalent roles) who have decision making roles which involve the spending of taxpayers money Those at Agenda for Change Band 7 and above, or on Senior Manager grades Medical and Dental Consultants, SAS Doctors and GP s Administrative and clinical staff (of any band) who have the power to enter into contracts on behalf of their organisation Administrative and clinical staff (of any band) involved in decision making concerning the commissioning of service, purchasing of goods, medicines, medical devices or equipment, and formulary decisions. 6. Identification, Declaration and Review of Interests An individual Register of Interests for SRFT & PAT and an individual Register of Gifts and Hospitality for SRFT & PAT will be established as follows: Register of Interests to include: Clinical private practice Outside employment (including self-employment) Shareholding and other ownership interests Patents Loyalty interests Sponsored research Sponsored posts Register of Gifts and Hospitality to include: Gifts Hospitality Donations Sponsored events 69

70 6.1 When should a declaration of interests/gifts of hospitality be made? a. Interests - Staff Staff should declare any actual or potential interest: On appointment with the organisation (and on an annual basis thereafter) When staff move to a new role or their responsibilities change significantly As soon as circumstances change and new interests arise (for instance, in a meeting when interests staff hold are relevant to the matters in discussion) If staff are in any doubt as to whether a declaration of interests should be made, then they should declare it, so that it can be considered. - Decision Making Staff Decision making staff should declare any actual or potential interest or confirm that they have nothing to declare: On appointment with the organisation (and on an annual basis thereafter) When staff move to a new role or their responsibilities change significantly As soon as circumstances change and new interests arise (for instance, in a meeting when interests staff hold are relevant to the matters in discussion) If staff are in any doubt as to whether a declaration of interests should be made, then they should declare it, so that it can be considered. b. Gifts and Hospitality All staff should declare any offered or received gifts and hospitality at the earliest opportunity (and in any event within 28 days). If staff are in any doubt as to whether a declaration of gifts and hospitality should be made, then they should declare it, so that it can be considered. 6.2 How to Make a Declaration Declarations of interests and gifts and hospitality can be made on the respective online form available in the Declarations section of the organisations intranet, allowing submissions to be added at any time. Further clarity about what you should declare and where you can make these declarations can be sought from the Group Secretary [ ], or the Anti-Fraud Specialist at SRFT (for SRFT staff) or PAT (for PAT staff) if staff are uncertain about what is acceptable. 6.3 Requesting staff to submit a declaration to the Register of Interests All staff will be made aware of the requirement to make an on-line declaration on the Register of Interests on appointment, as part of the recruitment and induction process and/or by their employment contract. In addition, we will: - Staff 70

71 Prompt all staff, as part of their annual appraisal and/or by completing anti-fraud training, to complete an annual, or up to date, on-line declaration of interest if they have an actual or potential interest to declare; however there will be no necessity to make a nil return. - Decision Making Staff Prompt decision making staff twice yearly via internal communications, and as part of their annual appraisal and/or by completing anti-fraud training, to complete an annual, or up to date, on-line declaration of interests or confirm that they have nothing to declare. 6.4 Requesting staff to submit a declaration to the Register of Gifts and Hospitality All staff will be made aware of the requirement to make an on-line declaration regarding gifts and hospitality on appointment, as part of the recruitment and induction process and/or by their employment contract. In addition, we will prompt all staff via anti-fraud training of the requirement to make an online declaration regarding gifts and hospitality. Furthermore, a dedicated section of the organisations intranet will provide all staff with access to the Standards of Business Conduct Policy, supporting information and the online declaration form for the Register of Interests and the Register of Gifts and Hospitality at any time. The organisation will utilise its internal communication channels to make staff aware of the requirement to declare interests and gifts and hospitality. 6.5 Publication All declarations of interest and gifts and hospitality will be reviewed by the Group Secretary on a monthly basis. The organisation will publish, and make available to the public on its website, its Register of Interests and Register of Gifts and Hospitality (including decision making staff and staff) on a twice yearly basis. Historic Registers of Interests and Registers of Gifts and Hospitality will be maintained for 6 years. If staff have substantial grounds for believing that publication of their interests should not take place then they should contact the Group Secretary to explain why. In exceptional circumstances, for instance where publication of information might put a member of staff at risk of harm, information may be withheld or redacted on public registers. However, this would be the exception and information will not be withheld or redacted merely because of a personal preference. 7. Wider transparency initiatives The organisation fully supports wider transparency initiatives in healthcare, and we encourage staff to engage actively with these. Relevant staff are strongly encouraged to give their consent for payments they receive from the pharmaceutical industry to be disclosed as part of the Association of British Pharmaceutical Industry (ABPI) Disclosure UK initiative. These transfers of value include payments relating to: Speaking at and chairing meetings Training services Advisory board meetings 71

72 Fees and expenses paid to healthcare professionals Sponsorship of attendance at meetings, which includes registration fees and the costs of accommodation and travel, both inside and outside the UK Donations, grants and benefits in kind provided to healthcare organisations Further information about the scheme can be found on the ABPI website: Staff must also disclose the above information on the relevant Register of Interest or Register of Gifts and Hospitality. 8. Management of Interests General If an interest is declared but there is no risk of a conflict arising then no action is warranted. However, if a material interest is declared then the general management actions that could be applied include: restricting staff involvement in associated discussions and excluding them from decision making removing staff from the whole decision making process removing staff responsibility for an entire area of work removing staff from their role altogether if they are unable to operate effectively in it because the conflict is so significant Each case will be different and context-specific, and the Group Secretary will always clarify the circumstances and issues with the individuals involved. Staff should maintain a written audit trail of information considered and actions taken. Staff who declare material interests should also make their line manager or the person(s) they are working to aware of their existence. 9. Management of Interests Common Situations This section sets out the principles and rules to be adopted by staff in common situations, and what information should be declared. 9.1 Clinical Private Practice Consultants and associate specialists employed under the Terms and Conditions of Service of Hospital Medical and Dental Staff are permitted to carry out private practice or other work for the private sector, providing they do not do so within the time they are contracted to the organisation. Specific queries relating to individual contracts of employment should be clarified with the Human Resources department. Any work should be subject to the conditions outlined in A Guide to the Management of Private Practice in the NHS. Consultants who have signed new contracts with the relevant organisation will be subject to the terms applied to private practice in those contracts. In summary, clinical staff should declare all private practice on appointment, and/or any new private practice when it arises 1 including: Where they practise (name of private facility). What they practise (specialty, major procedures). 1 Hospital Consultants are already required to provide their employer with this information by virtue of Para.3 Sch. 9 of the Terms and Conditions Consultants (England) 2003: advice at work/contracts/consultanttermsandconditions.pdf 72

73 When they practise (identified sessions/time commitment). Clinical staff should (unless existing contractual provisions require otherwise or unless emergency treatment for private patients is needed): Seek prior approval of their organisation before taking up private practice and seek agreement for their NHS Medical Secretary or any other NHS support staff who support their private practice by disclosing details of NHS staff they pay to support their clinical private practice. Ensure that, where there would otherwise be a conflict or potential conflict of interest, NHS commitments take precedence over private work. 2 Not accept direct or indirect financial incentives from private providers other than those allowed by Competition and Markets Authority guidelines: Divestment_Order_amended.pdf Hospital Consultants should not initiate discussions about providing their Private Professional Services for NHS patients, nor should they ask other staff to initiate such discussions on their behalf. What should be declared Staff name and their role with the organisation. A description of the nature of the private practice (e.g. what, where and when staff practise, sessional activity, etc.). Relevant dates. Any other relevant information (e.g. action taken to mitigate against a conflict, details of any approvals given to depart from the terms of this policy). 9.2 Outside Employment (including self-employment) Staff must declare any existing outside employment on appointment and any new outside employment when it arises. This includes setting up a business at home, self-employment and running or assistance in private practice e.g. Consultant Medical Secretaries. Where a risk of conflict of interest arises, the general management actions outlined in this policy should be considered and applied to mitigate risks. Where contracts of employment or terms and conditions of engagement permit, staff may be required to seek prior approval from the organisation to engage in outside employment or self-employment. The organisation may also have legitimate reasons within employment law for knowing about outside employment of staff, even when this does not give rise to risk of a conflict. Staff are advised that working for a secondary employer or in self-employment, whilst absent from work due to being medically certified unfit is not permitted, unless under the direction of medical advice with agreement from the Occupational Health Department and the Line Manager. Where an employee is suspected of secondary employment or self-employment working whilst absent due to sickness these matters will be investigated in accordance with the organisation s Anti-Fraud, Bribery and Corruption Policy and the Disciplinary Policy. 2 These provisions already apply to Hospital Consultants by virtue of Paras.5 and 20, Sch. 9 of the Terms and Conditions Consultants (England) 2003: advice at work/contracts/consultanttermsandconditions.pdf) 73

74 What should be declared Staff name and their role with the organisation. The nature of the outside employment or self-employment (e.g. who is the secondary organisation or trading name if self- employed, a description of duties, time commitment). Relevant dates. Other relevant information (e.g. action taken to mitigate against a conflict, details of any approvals given to depart from the terms of this policy). 9.3 Shareholdings and other ownership issues Staff should declare, as a minimum, any shareholdings and other ownership interests in any publicly listed, private or not-for-profit company, business, partnership or consultancy which is doing, or might be reasonably expected to do, business with the organisation. Where shareholdings or other ownership interests are declared and give rise to risk of conflicts of interest then the general management actions outlined in this policy should be considered and applied to mitigate risks. There is no need to declare shares or securities held in collective investment or pension funds or units of authorised unit trusts. What should be declared Staff name and their role with the organisation. Nature of the shareholdings/other ownership interest. Relevant dates. Other relevant information (e.g. action taken to mitigate against a conflict, details of any approvals given to depart from the terms of this policy). 9.4 Patents Staff should declare patents and other intellectual property rights they hold (either individually, or by virtue of their association with a commercial or other organisation), including where applications to protect have started or are ongoing, which are, or might be reasonably expected to be, related to items to be procured or used by the organisation. Staff should seek prior permission from the organisation before entering into any agreement with bodies regarding product development, research, work on pathways etc., where this impacts on the organisation s own time, or uses its equipment, resources or intellectual property. Where holding of patents and other intellectual property rights give rise to a conflict of interest then the general management actions outlined in this policy should be considered and applied to mitigate risks. What should be declared Staff name and their role with the organisation. A description of the patent. Relevant dates. Other relevant information (e.g. action taken to mitigate against a conflict, details of any approvals given to depart from the terms of this policy) 9.5 Loyalty interests 74

75 Loyalty interests should be declared by staff involved in decision making where they: Hold a position of authority in another NHS organisation or commercial, charity, voluntary, professional, statutory or other body which could be seen to influence decisions they take in their NHS role. Sit on advisory groups or other paid or unpaid decision making forums that can influence how an organisation spends taxpayers money. Are, or could be, involved in the recruitment or management of close family members and relatives, close friends and associates, and business partners. Are aware that their organisation does business with an organisation in which close family members and relatives, close friends and associates, and business partners have decision making responsibilities. What should be declared Staff name and their role with the organisation. Nature of the loyalty interest. Relevant dates. Other relevant information (e.g. action taken to mitigate against a conflict, details of any approvals given to depart from the terms of this policy). 9.6 Sponsored research Funding sources for research purposes must be transparent. Any proposed research must go through the relevant health research authority or other approvals process. There must be a written protocol and written contract between staff, the organisation, and/or institutes at which the study will take place and the sponsoring organisation, which specifies the nature of the services to be provided and the payment for those services. The study must not constitute an inducement to prescribe, supply, administer, recommend, buy or sell any medicine, medical device, equipment or service. Staff should declare involvement with sponsored research to the organisation. What should be declared The organisation will retain written records of sponsorship of research, in line with the above principles and rules. Staff should declare: their name and their role with the organisation. Nature of their involvement in the sponsored research. relevant dates. Other relevant information (e.g. what, if any, benefit the sponsor derives from the sponsorship, action taken to mitigate against a conflict, details of any approvals given to depart from the terms of this policy). 9.7 Sponsored posts External sponsorship of a post requires prior approval from the organisation. Rolling sponsorship of posts should be avoided unless appropriate checkpoints are put in place to review and withdraw if appropriate. Sponsorship of a post should only happen where there is written confirmation that the arrangements will have no effect on purchasing decisions or prescribing and dispensing habits. This should be audited for the duration of the sponsorship. Written agreements should detail the circumstances under which organisations have the 75

76 ability to exit sponsorship arrangements if conflicts of interest which cannot be managed arise. Sponsored post holders must not promote or favour the sponsor s products, and information about alternative products and suppliers should be provided. Sponsors should not have any undue influence over the duties of the post or have any preferential access to services, materials or intellectual property relating to or developed in connection with the sponsored posts. What should be declared The organisation will retain written records of sponsorship of posts, in line with the above principles and rules. Staff should declare any other interests arising as a result of their association with the sponsor, in line with the content in the rest of this policy. 9.8 Gifts Staff should not accept gifts that may affect, or be seen to affect, their professional judgement. Gifts from suppliers or contractors: Gifts from suppliers or contractors doing business (or likely to do business) with the organisation should be declined, whatever their value. Low cost branded promotional aids such as pens or post-it notes may, however, be accepted where they are under the value of 6 3 in total, and need not be declared. Gifts from other sources (e.g. patients, families, service users): Gifts of cash and vouchers to individuals should always be declined. Staff should not ask for any gifts. Gifts valued at over 25 should be treated with caution and only be accepted on behalf of the Group, and/or its constituent organisations, wherever possible not in a personal capacity. These should be declared by staff. Modest gifts accepted under a value of 25 do not need to be declared but should be shared with team colleagues where practical e.g. box of chocolates or biscuits. A common sense approach should be applied to the valuing of gifts (using an actual amount, if known, or an estimate that a reasonable person would make as to its value). Multiple gifts from the same source over a 12 month period should be treated in the same way as single gifts over 25 where the cumulative value exceeds 25. What should be declared Staff name and their role with the organisation. A description of the nature and value of the gift, including its source. Date of receipt. Any other relevant information (e.g. circumstances surrounding the gift, action taken to mitigate against a conflict, details of any approvals given to depart from the terms of this policy). 9.9 Hospitality Staff should not ask for or accept hospitality that may affect, or be seen to affect, their professional judgement. 3 The 6 value has been selected with reference to existing industry guidance issued by the ABPI: 76

77 Hospitality must only be accepted when there is a legitimate business reason and it is proportionate to the nature and purpose of the event. Particular caution should be exercised when hospitality is offered by actual or potential suppliers or contractors. This can be accepted, and must be declared, if modest and reasonable. Senior approval must be obtained. Meals and refreshments: Under a value of 25 - may be accepted and need not be declared. Of a value between 25 and may be accepted and must be declared. Over a value of 75 - should be refused unless (in exceptional circumstances) senior approval is given. A clear reason should be recorded on the organisation s Register(s) of Gifts and Hospitality as to why it was permissible to accept. A common sense approach should be applied to the valuing of meals and refreshments (using an actual amount, if known, or a reasonable estimate). Travel and accommodation: Modest offers to pay some or all of the travel and accommodation costs related to attendance at events may be accepted and must be declared. Offers which go beyond modest, or are of a type that the organisation itself might not usually offer, need approval by senior staff (e.g. Group Officer, Executive Director, Managing Director, Chair of Division, Clinical Director or Corporate Head of Service) should only be accepted in exceptional circumstances, and must be declared. A clear reason should be recorded on Register of Gifts and Hospitality as to why it was permissible to accept travel and accommodation of this type. A non-exhaustive list of examples includes: o offers of business class or first class travel and accommodation (including domestic travel) o offers of foreign travel and accommodation. What should be declared Staff name and their role with the organisation. The nature and value of the hospitality including the circumstances. Date of receipt. Any other relevant information (e.g. action taken to mitigate against a conflict, details of any approvals given to depart from the terms of this policy) Donations Donations made by suppliers or bodies seeking to do business with the organisation should be treated with caution and not routinely accepted. In exceptional circumstances they may be accepted but should always be declared. A clear reason should be recorded as to why it was deemed acceptable, alongside the actual or estimated value. Staff should not actively solicit charitable donations unless this is a prescribed or expected part of their duties for the organisation, or is being pursued on behalf of the organisation s own registered charity or other charitable body and is not for their own personal gain. Staff must obtain permission from the organisation if in their professional role they intend to undertake fundraising activities on behalf of a pre-approved charitable campaign for a charity other than the organisation s own. Donations, when received, should be made to a specific charitable fund (never to an individual) and a receipt should be issued. Staff wishing to make a donation to a charitable fund in lieu of receiving a professional fee may do so, subject to ensuring that they take personal responsibility 4 The 75 value has been selected with reference to existing industry guidance issued by the ABPI 77

78 for ensuring that any tax liabilities related to such donations are properly discharged and accounted for. What should be declared The organisation will maintain records in line with the above principles and rules and relevant obligations under charity law Sponsored events Sponsorship of events by appropriate external bodies will only be approved if a reasonable person would conclude that the event will result in clear benefit for the Group, and its constituent organisations, and the NHS. During dealings with sponsors there must be no breach of patient or individual confidentiality or data protection rules and legislation. No information should be supplied to the sponsor from whom they could gain a commercial advantage, and information which is not in the public domain should not normally be supplied. At the organisation s discretion, sponsors or their representatives may attend or take part in the event but they should not have a dominant influence over the content or the main purpose of the event. The involvement of a sponsor in an event should always be clearly identified. Staff within the Group, and its constituent organisations, involved in securing sponsorship of events should make it clear that sponsorship does not equate to endorsement of a company or its products and this should be made visibly clear on any promotional or other materials relating to the event. Staff arranging sponsored events must declare this. What should be declared The organisation will maintain records regarding sponsored events in line with the above principles and rules. 10. Strategic Decision Making Groups The organisation utilises a robust assurance framework and committee structure, as detailed in the Group Governance Framework Manual, to make key strategic decisions about things such as: Entering into (or renewing) large scale contracts Awarding grants Making procurement decisions Selection of medicines, equipment, and devices The interests of those who are involved in these committees should be well known so that they can be managed effectively. These committees should adopt the following principles: Chairs should consider any known interests of members in advance, and begin each meeting by asking for declaration of relevant material interests. Members should take personal responsibility for declaring material interests at the beginning of each meeting and as they arise. Any new interests identified should be added to the organisation s register(s). The vice chair (or other non-conflicted member) should chair all or part of the meeting if the chair has an interest that may prejudice their judgement. 78

79 If a member has an actual or potential interest the chair should consider the following approaches and ensure that the reason for the chosen action is documented in minutes or records: Requiring the member to not attend the meeting. Excluding the member from receiving meeting papers relating to their interest. Excluding the member from all or part of the relevant discussion and decision. Noting the nature and extent of the interest, but judging it appropriate to allow the member to remain and participate. Removing the member from the group or process altogether. The default response should not always be to exclude members with interests, as this may have a detrimental effect on the quality of the decision being made. Good judgement is required to ensure proportionate management of risk. 11. Procurement Procurement should be managed in an open and transparent manner, compliant with procurement and other relevant law, to ensure there is no discrimination against or in favour of any provider. Procurement processes should be conducted in a manner that does not constitute anti-competitive behaviour - which is against the interest of patients, service users and the public. Those involved in procurement exercises for and on behalf of the organisation should keep records that show a clear audit trail of how conflicts of interest have been identified and managed as part of procurement processes. At every stage of procurement steps should be taken to identify and manage conflicts of interest to ensure and to protect the integrity of the process. 12. Confidentiality Agreement Prior to or in entering a contract with an organisation/s, parties may wish to disclose to each other certain confidential information in relation to the purpose of the contract. In these circumstances, to ensure each party maintains the confidentiality of the information it will be necessary to complete a Confidentiality Agreement to comply with strict terms and conditions in connection with the disclosure and use of confidential information. A template Confidentiality Agreement is at Appendix 2 and advice should be sought from the Group Secretary. 13. Dealing with breaches There may be situations when interests will not be identified, declared or managed appropriately and effectively. This may happen innocently, accidentally, or because of the deliberate actions of staff or other organisations. For the purposes of this policy these situations are referred to as breaches Identifying and reporting breaches To ensure that interests are effectively managed staff are encouraged to speak up about actual or suspected breaches. Every individual has a responsibility to do this. Staff who are aware about actual breaches of this policy, or who are concerned that there has been, or may be, a breach, should follow the procedure highlighted in the SRFT (for SRFT staff) or PAT (for PAT staff) policies: Anti-Fraud, Bribery and Corruption Policy and Response Plan Whistleblowing and Concerns Reporting Policy 79

80 The organisation will investigate each reported breach according to its own specific facts and merits, and give relevant parties the opportunity to explain and clarify any relevant circumstances. Following investigation the organisation will: Decide if there has been or is potential for a breach and if so what the severity of the breach is. Assess whether further action is required in response this is likely to involve any staff member involved and their line manager, as a minimum. Consider who else inside and outside the organisation should be made aware Take appropriate action as set out in the next section Taking action in response to breaches Action taken in response to breaches of this policy will be in accordance with the procedures of the organisation and could involve organisational leads for staff support (e.g. Human Resources), fraud (e.g. Local Counter Fraud Specialists), members of the management or executive teams and organisational auditors. Breaches could require action in one or more of the following ways: Clarification or strengthening of existing policy, process and procedures. Consideration as to whether HR/employment law/contractual action should be taken against staff or others. Consideration being given to escalation to external parties. This might include referral of matters to external auditors, NHS Counter Fraud Authority (from July 17) the Police, statutory health bodies (such as NHS England, NHS Improvement or the CQC), and/or health professional regulatory bodies. Inappropriate or ineffective management of interests can have serious implications for the organisation. There will be occasions where it is necessary to consider the imposition of sanctions for breaches. Sanctions should not be considered until the circumstances surrounding breaches have been properly investigated. However, if such investigations establish wrong-doing or fault then the organisation can and will consider the range of possible sanctions that are available, in a manner which is proportionate to the breach. This includes: Internal action with staff, which might include Informal action (such as reprimand, or signposting to training and/or guidance). Formal disciplinary action (such as formal warning, the requirement for additional training, re-arrangement of duties, re-deployment, demotion, or dismissal). Reporting incidents to the external parties described above for them to consider what further investigations or sanctions might be. Contractual action, such as exercise of remedies or sanctions against the body or staff which caused the breach. Legal action, such as investigation and prosecution under fraud, bribery and corruption legislation. Further advice and information on the consequences of breaches and the range of potential sanctions is shown at Appendix Learning and transparency concerning breaches 80

81 Reports on breaches, the impact of these, and action taken will be considered by the Group Audit Committee, as part of its review of ways in which staff can raise issues about possible improprieties in matters of financial reporting and control, clinical quality, patient safety or other matters and review of counter fraud work. To ensure that lessons are learnt and management of interests can continually improve, anonymised information on breaches, the impact of these, and action taken will be made available for inspection by the public upon request. 81

82 Appendix 1 Appendix 1 [to Annex A] The seven principles of public - the Nolan Principles Selflessness Holders of public office should take decision solely in terms of the public interest. They should not do so in order to gain financial or other material benefits for themselves, their family or their friends Integrity Holders of public office should not place themselves under any financial or other obligation to outside individuals or organisations that might influence them in the performance of their official duties Objectivity In carrying out public business, including making public appointments, awarding contracts or recommending individuals for awards or benefits, holders of public office should make choices on merit Accountability Holders of public office are accountable for their decisions and actions to the public and must submit themselves to whatever scrutiny is appropriate to their office Openness Holders of public office should be as open as possible about all decisions and actions they take. They should give reasons for their decisions, and restrict information only when the wider public interest clearly demands Honesty Holders of public office have a duty to declare any private interests relating to their public duties and to take steps to resolve any conflicts arising in a way that protects the public interest Leadership Holders of public office should promote and support these principles by leadership and example 82

83 Appendix 2 Appendix 2 [to Annex A] TEMPLATE CONFIDENTIALITY AGREEMENT THIS AGREEMENT is dated on the day that the last party has signed the Agreement between: 1. Salford Royal NHS Foundation Trust whose registered office is at Stott Lane, Salford M6 8HD ( SRFT ); and, 2. (ENTER NUMBER OF ADDITIONAL PARTNER S AS REQUIRED) BACKGROUND The Parties wish to disclose to each other certain information in relation to (the Confidential Information ). ENTER THE PURPOSE OF THE AGREEMENT (the Purpose ). Each Party wishes to ensure that the other Party maintains the confidentiality of its Confidential Information and, therefore, the Parties have agreed to comply with the following terms and conditions in connection with the disclosure and use of Confidential Information. AGREED TERMS 1.0 THE CONFIDENTIAL INFORMATION 1.1 The Confidential Information includes all information disclosed or made available, directly or indirectly, in any form by a Party or its affiliates (the Disclosing Party ) to the other Party (the Recipient ), including but not limited to: (i) the fact that discussions are taking place concerning the Purpose and the status of those discussions; (ii) any confidential or proprietary information, data or opinions communicated or disclosed by either Party, including any information, data or opinions relating to the Disclosing Party s business practices, its products (including but not limited to chemical structures, biological data, formulation recipes, technology), clinical study programme documentation, plans or relationships, or any of its processes, operations and/or intellectual property; (iii) any information or analysis derived from the Confidential Information; (iv) any other information or material that the Disclosing Party indicates is confidential. 1.2 In consideration of the Disclosing Party disclosing or making its Confidential Information available to the Recipient, the Recipient shall keep the Confidential Information confidential at all times and maintain it securely. The Recipient shall not without the Disclosing Party s prior written consent: (i) use the Confidential Information in any way except for the Purpose; (ii) publish, make available or disclose any Confidential Information to any third party; (iii) copy the Disclosing Party s Confidential Information except as strictly necessary for the Purpose; or (iv) disclose that there is any relationship between the Parties. 1.3 The Recipient will notify the Disclosing Party immediately of any loss or compromise of the Confidential Information and shall cooperate with the Disclosing Party s reasonable instructions in order to minimise the consequences of the same. 83

84 1.4 The confidentiality obligations of each Party shall continue for a period of ten (10) years from the date of this Agreement, or until the Parties enter into a separate agreement relating to the Purpose which addresses the use of the Confidential Information. Termination of this Agreement shall not affect any accrued rights or remedies. 1.5 After completion of the Purpose, termination of this Agreement, or at the Disclosing Party s request, the Recipient shall cease all use of the Confidential Information. The Recipient shall promptly (i) return or, at the Disclosing Party s option, destroy all Confidential Information and all documents and materials containing any Confidential Information; (ii) use reasonable endeavours to erase all Confidential Information from its computer systems; and (iii) confirm to the Disclosing Party in writing that it has complied with the requirements of this Clause. 2.0 EXCEPTIONS AND PERMITTED DISCLOSURES 2.1 The confidentiality obligations set out in this Agreement shall not apply to information that is: (i) generally available to the public other than as a result of any breach of this Agreement by the Recipient; (ii) obtained from a third party who had the full right to disclose it; (iii) lawfully in the Recipient s possession (with full rights to disclose) before its disclosure under this Agreement; (iv) was developed independently by or for the Recipient without reference to the Confidential Information; or (v) has been approved for release by the Disclosing Party; or is required to be disclosed under the provisions of the Freedom of Information Act The Recipient may retain one (1) copy of the Confidential Information for lawful purposes provided it obtains consent from the Disclosing Party, such consent not to be unreasonably withheld. 2.3 The Recipient may disclose the Confidential Information to those of its officers, employees, consultants and professional advisors ( Representatives ) who need to know such Confidential Information for the Purpose, provided that it (i) informs those Representatives of the confidential nature of the Confidential Information before disclosure; (ii) ensures that all such Representatives maintain the confidentiality of all such Confidential Information in accordance with the provisions of this Agreement; and (iii) remains liable for any unauthorised disclosure of Confidential Information by any of its Representatives as if it had made such disclosure itself. 2.4 The Recipient may disclose the Confidential Information to the extent required by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided always that: (i) to the extent it is legally permitted to do so, it gives the Disclosing Party as much notice of such disclosure as possible; and (ii) it complies with the Disclosing Party s reasonable directions for taking legally available steps to resist or narrow such requirement (at the Disclosing Party s reasonable expense), and in any event restricts the disclosure to only those parts of the Confidential Information lawfully required to be disclosed. 3.0 RIGHTS TO AND ACCURACY OF CONFIDENTIAL INFORMATION 3.1 All rights, title and interest in and to the Confidential Information (including all intellectual property rights) shall remain the exclusive property of the Disclosing Party 84

85 or its licensors. No rights in respect of the Confidential Information are granted to the Recipient other than those set out in this Agreement. 3.2 The Disclosing Party does not give any representation or warranty concerning the Confidential Information, its accuracy or its completeness, and neither the Disclosing Party nor any of its Representatives accept any liability to the Recipient for the accuracy or completeness of any of the Confidential Information or for any opinions, errors, omissions or misstatements contained in the Confidential Information. 4.0 GENERAL 4.1 The Recipient acknowledges that damages alone would not be an adequate remedy for the breach of any of the terms of this Agreement, and that, without prejudice to any other rights and remedies it may have, Disclosing Party shall be entitled to the granting of equitable relief (including without limitation injunctive relief) concerning any threatened or actual breach of any of the provisions of this Agreement. 4.2 Neither Party may assign, sub-license or otherwise transfer any or all of its rights or obligations under this Agreement without the prior written consent of the other Party. 4.3 This Agreement constitutes the entire agreement between the Parties and supersedes all prior written or oral agreements or understandings with respect to the subject matter of this Agreement. 4.4 Any amendment or modification to this Agreement must be in writing and signed by authorised representatives of each Party. 4.5 If any provision of this Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, this Agreement shall continue to be valid as to its other provisions and the remainder of the affected provision. 4.6 This Agreement is made under the laws of England and shall be subject to the nonexclusive jurisdiction of the English Courts regardless of place of execution or place of performance. 4.7 This Agreement may be executed in two or more counterparts, each of which will be deemed an original and all of which will together be deemed to constitute one agreement. The Parties agree that the execution of this Agreement by exchanging PDFs of wet-ink signatures shall have the same legal force and effect as the exchange of original signatures, and that in any proceeding arising under or relating to this Agreement. 4.8 Notwithstanding the date of this Agreement, this Agreement is deemed to take effect on (ENTER DATE). AGREED by the Parties on the dates indicated below SIGNED for and on behalf of By: Name: Title: Date: SIGNED for and on behalf of By: Name: Title: Date: (ENTER DETAILS FOR ALL PARTNERS) 85

86 Appendix 3 Potential Sanctions Appendix 3 [to Annex A] Disciplinary sanctions Staff who fail to disclose any relevant interests or who otherwise breach this policy relating to the standards of business conduct are subject to investigation and, where appropriate, to disciplinary action. This may include: Internal sanctions Internal action with staff, might include o Informal action (such as reprimand, or signposting to training and/or guidance). o Formal disciplinary action (such as formal warning, the requirement for additional training, rearrangement of duties, re-deployment, demotion, or dismissal). Professional regulatory sanctions Statutorily regulated healthcare professionals who work for, or are engaged by the organisation, are under professional duties imposed by their relevant regulator to act appropriately with regard to conflicts of interest. The organisation will consider reporting statutorily regulated healthcare professionals to their regulator if they believe that they have acted improperly, so that these concerns can be investigated. These healthcare professionals should be made aware that the consequences for inappropriate action could include fitness to practise proceedings being brought against them, and that they could, if appropriate be struck off by their professional regulator as a result. Information and contact details for the healthcare professional regulators are accessible from the Professional Standard Authority website: Civil sanctions If conflicts of interest are not effectively managed, the organisation may face civil challenges to decisions it makes for instance if interests were not disclosed that were relevant to the bidding for, or performance of contracts. In extreme cases, staff and other individuals could face personal civil liability, for example a claim for misfeasance in public office. Criminal sanctions Failure to manage conflicts of interest could lead to criminal proceedings including for offences such as fraud, bribery and corruption. This could have implications for the organisation concerned and linked organisations, and the individuals who are engaged by them. The Fraud Act 2006 created a criminal offence of fraud and defines three ways of committing it: Fraud by false representation Fraud by failing to disclose information and Fraud by abuse of position. In these cases an offender s conduct must be dishonest and their intention must be to make a gain, or a cause a loss (or the risk of a loss) to another. Fraud carries a maximum sentence of 10 years imprisonment and/or a fine and can be committed by a body corporate. The Bribery Act 2010 makes it easier to tackle this offence in public and private sectors. Bribery is generally defined as giving or offering someone a financial or other advantage to encourage a 86

87 person to perform certain activities and can be committed by a body corporate. Commercial organisations (including NHS bodies) will be exposed to criminal liability, punishable by an unlimited fine, for failing to prevent bribery. The offences of bribing another person or being bribed carries a maximum sentence of 10 years imprisonment and/or a fine. In relation to a body corporate the penalty for these offences is a fine. The organisation does not, and will not, pay bribes or offer improper inducements to anyone for any purpose; nor will it accept bribes or improper inducements. It is important that all employees, contractors and agents are aware of the standards of behaviour expected of them contained in this policy 87

88 Appendix: 4 Salford Royal NHS Foundation Trust and Pennine Acute Hospitals NHS Trust Group Committees in Common (Group CiC) Terms of Reference 1. Preface 1.1. Over recent months the Salford Royal NHS Foundation Trust (SRFT) Board has set out parameters to establish a Group, with Pennine Acute Hospitals NHS Trust (PAHT) being the first member It is the intention of the SRFT Board to secure a management contract to stabilise, improve and, in the longer-term, transform services provided by PAHT. The management contract will be a holding vehicle until SRFT determines whether or not it wishes to acquire PAHT, and establish Group as a single NHS foundation trust comprising SRFT and PAHT Until such time, it is important to note that SRFT and PAHT remain sovereign statutory bodies At meetings in November 2016, the Board of Directors at SRFT and the Trust Board at PAHT reviewed and approved the architecture for Group, including the establishment of Group Committees in Common (Group CiC) in principle To establish the Committees in Common, the Board of Directors at SRFT and the Trust Board at PAHT shall each establish a committee, to which each Board shall delegate the exercise of its functions The committees will meet at the same time, around one table, to make the decisions in relation to SRFT and PAHT. Since each of the committees has delegated powers from their Boards, the decisions of each committee on matters within its remit will be final and will not need to be ratified by the SRFT and PAHT Boards To ensure best practice, Group CiC will be established to reflect, as closely as possible, all NHS Foundation Trust governance requirements and, as such, will comprise a Chairman, Voting Non-Executives and Voting Directors. Other Directors will attend in a non-voting capacity SRFT and PAHT have established Group Standing Orders (Board) that ensure effective and appropriate corporate governance arrangements are in place for the two sovereign organisations whilst in transition to Group The Group CiC shall follow and apply the Group Standing Orders (Board), save as modified within these Terms of Reference. 2. Establishment 2.1. The Board of Directors of SRFT and the Trust Board of PAHT have agreed to establish and constitute a committee with these terms of reference to be known as Group CiC. 3. Functions of the Committee: 3.1. The powers of SRFT and PAHT are established under statute. The Boards of SRFT and PAHT have resolved that certain powers and decisions are delegated to Group CiC and may only be exercised or made by Group CiC in formal session. These powers and decisions are 88

89 set out in a Group Reservations of Powers to Board and Scheme of Delegation for the two sovereign organisations All business shall be conducted in the respective name of the Salford Royal NHS Foundation Trust and Pennine Acute Hospitals NHS Trust as applicable. 4. Membership 4.1. Group CiC will comprise: Voting Non-Executives Voting Executives Chairman Chief Executive Officer (CEO) Vice-Chairman Chief Medical Officer Senior Independent Director Chief Nursing Officer Non-Executive Director Chief Finance Officer Non-Executive Director Chief Strategy Officer Non-Executive Director Chief Delivery Officer Non-Executive Director 4.2. Accountable Officers, for each Care Organisation within the Group, will be non-voting Group CiC members Executive and Non-Executive Directors of the SRFT and PAHT Boards, who are not appointed as voting members of Group CiC, will be non-voting Group CiC members. 5. Secretary 5.1. The Director of Corporate Services/Group Secretary will act as Secretary and will ensure all required information, support and advice is provided to Group CiC. 6. Meetings 6.1. The Group CiC shall at all times comply with the Group Standing Orders (including but not limited to provisions as to notice, quorum, papers and procedure at meetings), Standing Financial Instructions and the combined Board Schemes of Reservations of Powers & Delegation of Powers. 7. Reporting 7.1. The Group CiC shall report to the Boards of SRFT and PAHT [a minimum of three times per year or at such other intervals as the respective Boards may direct from time to time]. 89

90 Appendix 5: STANDING ORDERS OF THE COUNCIL OF GOVERNORS 90

91 STANDING ORDERS OF THE COUNCIL OF GOVERNORS CONTENTS INTRODUCTION Statutory Framework 1. INTERPRETATION 2. THE COUNCIL OF GOVERNORS Composition of the Council Role of the Chairperson 3. MEETINGS OF THE COUNCIL OF GOVERNORS Admission of the Public and the Press Calling Meetings Notice of Meetings Setting the Agenda Petitions Chairman of Meeting Notices of Motion Withdrawal of Motion or Amendments Motion to Rescind a Resolution Motions Chairperson s Ruling Voting Minutes Suspension of Standing Orders Variation and Amendment of Standing Orders Record of Attendance Quorum 4. COMMITTEES Appointment of Committees 5. DECLARATIONS OF INTERESTS Declaration of Interests 6. DISABILITY OF THE CHAIRPERSON OR GOVERNORS IN PROCEEDINGS ON ACCOUNT OF PECUNIARY INTEREST 7. STANDARDS OF BUSINESS CONDUCT Policy Interest of Officers in Contracts Canvassing of, and Recommendations by, Directors in relation to appointments Relatives of Governors or Officers 8. MISCELLANEOUS Standing Orders to be Given to Directors and Officers Review of Standing Orders 91

92 INTRODUCTION Statutory Framework The Salford Royal NHS Foundation Trust ( SRFT ) is a statutory body, which became a public benefit corporation on 1 st August 2006 following its approval as a NHS Foundation Trust by the Independent Regulator of NHS Foundation Trusts, Monitor. The principal place of business of SRFT is: Salford Royal, Stott Lane, Salford, M6 8HD SRFT s head office is at Chief Executive s Office, Salford Royal NHS Foundation Trust, Stott Lane, Salford, M6 8HD or such other place as decided by the SRFT Board of Directors from time to time. NHS Foundation Trusts are governed by an Act of Parliament, mainly the National Health Service Act 2006 as amended. Monitor has authorised SRFT to become an NHS Foundation Trust subject to the conditions set out in Section 3 of SRFT s Authorisation Document available at s_of_authorisation_ pdf. The NHS regulatory framework requires all Trusts to adopt Standing Orders for the regulation of their proceedings and business. Trusts must also adopt Standing Financial Instructions (SFIs) as an integral part of Standing Orders setting out the responsibilities of individuals. As set out in Standing Order 4.3 below, the Standing Orders of the Council, as far as they are applicable, shall apply with appropriate alteration to meetings of any committees established by the Council. 92

93 1. INTERPRETATION 1.1 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 the Secretary. 1.2 Any expression to which a meaning is given in the National Health Service Act 2006 and other Acts relating to the National Health Service or in the Financial or other Regulations made under the Acts or in the Authorisation or Constitution shall have the same meaning in this interpretation and in addition: "AUTHORISATION" means the authorisation of the Trust by Monitor. "BOARD means the Board of Directors comprising the Chairman, Executive Directors and Non- Executive Directors. "CHAIRMAN" is the person appointed in accordance with the Constitution to lead the Board of Directors and Council of Governors and to ensure that they successfully discharge their overall responsibility for the Trust as a whole. The expression the Chairman of the Trust shall be deemed to include the Vice-Chairman of the Trust if the Chairman is absent from the meeting or is otherwise unavailable. "CHIEF EXECUTIVE" means the Chief Executive Officer of the Trust. "COMMITTEE" means a committee of the Council of Governors. "COMMITTEE MEMBERS" means persons formally appointed by the Council of Governors or Board of Directors to sit on or to chair specific committees. "CONSTITUTION" means the Constitution of the Trust. "COUNCIL OF GOVERNORS" OR "COUNCIL means the Council of Governors of the Trust as defined in the Constitution. "DIRECTOR" may encompass either an Executive Director or a Non-Executive Director. "EXECUTIVE DIRECTOR" means a Director of the Board with voting rights, who is an Officer of the Trust. "MEMBER OF THE COUNCIL OF GOVERNORS" means a Governor of the Trust. (Member of the Council in relation to the Council of Governors does not include the Chair.) "NON EXECUTIVE DIRECTORS" means a Director of the Board with voting rights, who is not an Officer of the Trust. "OFFICER" means an employee of the Trust or any other person holding a paid appointment or office with the Trust. "SOS" mean Standing Orders. "SECRETARY" means a person appointed to act independently of the Board to provide advice on corporate governance issues to the Board and the Chairman and monitor the Trust s compliance with the law, SOs, Standing Financial Instructions and applicable guidance. 93

94 "TRUST means the Salford Royal NHS Foundation Trust "VICE-CHAIR" means the Non-Executive Director appointed by the Board to take on the Chairman s duties if the Chairman is unable to discharge their office as Chairman. 1.3 References to legislation include all amendments, replacements or re-enactments made. 1.4 Words importing the masculine gender only shall include the feminine gender; words importing the singular shall import the plural and vice-versa. 2. THE COUNCIL OF GOVERNORS 2.1 Composition of the Council of Governors In accordance with the constitution of the Foundation Trust, the composition shall be: 7 Public Governors 4 Staff Governors 1 Local Authority Governor appointed by Salford City Council 1 University Governor appointed by University of Manchester a. Role of The Chair Under the Trust s regulatory framework, the Chairman presides at meetings of the Council and has a casting vote. Where the Chairman of the Trust has died or has otherwise ceased to hold office, or where he is unable to perform his duties as Chairman owing to illness, absence or any other cause, the Vice-Chairman shall take on the duties of 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 those duties, be taken to include references to the Vice-Chairman. 3. MEETINGS OF THE COUNCIL OF GOVERNORS 3.1 Admission of the Public The public shall be afforded facilities to attend all formal meetings of the Council of Governors except where the Council resolves: That members of the public be excluded from the remainder of a meeting having regard to the confidential nature of the business to be transacted, publicity on which would be prejudicial to the public and /or; That in the interest of the public order of the meeting, the Council shall adjourn for a period to be specified in such resolution to enable the Council to complete business without the presence of the public; Nothing in these Standing Orders shall require the Council to allow members of the public to record proceedings in any manner whatsoever, other than writing or making any oral report of proceedings as they take place, without the prior agreement of the Council. 3.2 Calling Meetings The Council of Governors is to meet at least three times in each financial year. Save in the case of emergencies or the need to conduct urgent business, the Secretary shall give at least fourteen days written notice of the date and place of every meeting of the Council of Governors to all Governors. Notice of every meeting of the Council of Governors which is open to the public will also be published in the Trust s members newsletter and on the Trust s website. 94

95 3.3 Meetings of the Council of Governors may be called by the Secretary, or by the Chairman, or by six Governors who give written notice to the Secretary specifying the business to be carried out. The Secretary shall send a written notice to all Governors as soon as possible after receipt of such a request. The Secretary shall call a meeting on at least fourteen but not more than twenty-eight days notice to discuss the specified business. If the Secretary fails to call such a meeting then the Chairman or six Governors, whichever is the case, shall call such a meeting. 3.4 Notice of Meetings - At least fourteen days before each meeting of the Council, a written 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 Member of the Council, or sent by post to the usual place of residence of such Member of the Council, so as to be available to him at least three clear days before the meeting. 3.5 Lack of service of the notice on any Member of the Council shall not affect the validity of a meeting. 3.6 In the case of a meeting called by Members of the Council in default of the Secretary and / or the Chairman, those Members of the Council shall sign the notice and no business shall be transacted at the meeting other than that specified in the notice. 3.7 Fourteen days before each meeting of the Council a public notice of the time and place of the meeting, and the public part of the agenda, shall be displayed at the Trust s office. 3.8 Setting the Agenda - The Council may determine that certain matters shall appear on every agenda for a meeting and shall be addressed prior to any other business being conducted. 3.9 A Member of the Council desiring a matter to be included on an agenda shall make his request in writing to the Chairman and Secretary at least 10 clear days before the meeting. The request should state whether the item of business is proposed to be transacted in the presence of the public and should include appropriate supporting information. Requests made less than 10 days before a meeting may be included on the agenda at the discretion of the Chairman Petitions Where a petition has been received by the Trust the Chairman shall include the petition as an agenda item of the next Council meeting Chair of Meeting The Chairman of the Foundation Trust or, in their absence, the Vice Chairman of the Board of Directors, or in their absence one of the Non-Executive Directors is to preside at meetings of the Council of Governors. If the person presiding at any such meeting has a conflict of interest in relation to the business being discussed, the Lead Governor of the Council of Governors will chair that part of the meeting Notices of Motion - A Member of the Council desiring to move or amend a motion shall send a written notice thereof at least 10 clear days before the meeting to the Chairman, who shall insert in the agenda for the meeting all notices so received subject to the notice being permissible under the appropriate regulations. This paragraph shall not prevent any motion being moved during the meeting, without notice on any business mentioned on the agenda Withdrawal of Motion or Amendments - A motion or amendment once moved and seconded may be withdrawn by the proposer with the concurrence of the seconder and the consent of the Chair Motion to Rescind a Resolution - Notice of motion to amend or rescind any resolution (or the general substance of any resolution) which has been passed within the preceding six calendar months shall bear the signature of the Member of the Council who gives it and also the signature of 4 other Members. When any such motion has been disposed of by the Council, it 95

96 shall not be competent for any Member other than the Chairman to propose a motion to the same effect within six months; however the Chairman may do so if he/she considers it appropriate Motions - The mover of a motion shall have a right of reply at the close of any discussion on the motion or any amendment thereto When a motion is under discussion or immediately prior to discussion it shall be open to a Member of the Council to move: An amendment to the motion. The adjournment of the discussion or the meeting. That the meeting proceed to the next business. (*) The appointment of an ad hoc committee to deal with a specific item of business. That the motion be now put. (*) A motion under Section 1 (2) of the Public Bodies Admission to Meetings) Act 1960 resolving to exclude the public (including the press). * In the case of sub-paragraphs denoted by (*) above to ensure objectivity motions may only be put by a Member of the Council who has not previously taken part in the debate. No amendment to the motion shall be admitted if, in the opinion of the Chair of the meeting, the amendment negates the substance of the motion Chair s Ruling Statements of Members of the Council made at meetings of the Council shall be relevant to the matter under discussion at the material time and the decision of the Chair of the meeting on questions of order, relevancy, regularity, and any other matters shall be final Voting - Every question at a meeting shall be determined by a majority of the votes of the members of the Council present and voting on the question and, in the case of the number of votes for and against a motion being equal, the Chair of the meeting shall have a casting vote. No resolution of the Council of Governors shall be passed if it is opposed by all of the Public Governors present All questions put to the vote shall, at the discretion of the Chair 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 members of the Council present so request If at least one third of the members of the Council present so request, the voting (other than by paper ballot) on any question may be recorded to show how each member of the Council present voted or abstained If a member of the Council so requests, his/her vote shall be recorded by name upon any vote (other than by paper ballot) The Council of Governors may agree that its members can participate in its meetings by telephone, video or computer link. Participation in a meeting in this manner shall be deemed to constitute presence in person at the meeting. In no circumstances may an absent member of the Council vote by proxy. Absence is defined as being absent at the time of the vote Minutes - The Minutes of the proceedings of a meeting shall be drawn up and submitted for agreement at the next ensuing meeting where the person presiding at it will sign them No discussion shall take place upon the minutes except upon their accuracy or where the Chair considers discussion appropriate. Any amendment to the minutes shall be agreed and recorded at the next meeting. 96

97 3.25 Minutes shall be circulated in accordance with members wishes Suspension of Standing Orders - Except where this would contravene any statutory provision or any provision of the Authorisation or of the Constitution or the rules relating to the Quorum, any one or more of the Standing Orders may be suspended at any meeting, provided that at least two-thirds of the Council are present and that a majority of those present vote in favour of suspension A decision to suspend Standing Orders shall be recorded in the minutes of the meeting A separate record of matters discussed during the suspension of Standing Orders shall be made and shall be available to the Chairman and Members of the Council No formal business may be transacted while Standing Orders are suspended Variation and Amendment of Standing Orders - These Standing Orders shall be amended only if: a notice of motion under Standing Order 3.12 has been given; and no fewer than half of the Trust s Council of Governors vote in favour of amendment; and at least two-thirds of the Council of Governors are present; and the variation proposed does not contravene a statutory provision or provision of the Authorisation or of the Constitution 3.31 Record of Attendance - The names of the Chair and Members of the Council present at the meeting shall be recorded in the minutes Quorum - Eight Governors, regardless of type, shall form a quorum. 4. COMMITTEES 4.1 Appointment of Committees - The Council of Governors may not delegate any of its powers to a committee or sub-committee, but it may appoint committees consisting of its members, Directors, and other persons to assist the Council of Governors in carrying out its functions. The Council of Governors may, through the Secretary, request that advisors assist them or any committee they appoint in carrying out its duties. 4.2 A committee appointed under this regulation may, subject to such directions as may be given by the Monitor, the independent regulator, appoint sub-committees consisting wholly or partly of members of the committee. 4.3 The Standing Orders of the Council, as far as they are applicable, shall apply with appropriate alteration to meetings of any committees established by the Council. In which case the term Chair is to be read as a reference to the Chair of the committee as the context permits, and the term Member of the Council is to be read as a reference to a member of the committee also as the context permits. 4.4 Each such committee shall have such terms of reference and powers and be subject to such conditions (as to reporting back to the Council), as the Council shall decide and shall be in accordance with the regulatory framework and any direction or guidance issued by Monitor. Such terms of reference shall have effect as if incorporated into the Standing Orders. 97

98 4.5 The Council shall approve the appointments to each of the committees, which it has formally constituted. 4.6 Where the Council is required to appoint persons to undertake statutory functions and where such appointments shall be made independently of the Council such appointments shall be made in accordance with applicable statute and regulations and with guidance issued by Monitor. 4.7 The Committees and sub-committees established by the Council shall be such committees as are required to assist the Council in carrying out its function. 5. DECLARATIONS OF INTERESTS 5.1 Declaration of Interests - The constitution requires Members of the Council of Governors to declare interests, which are relevant and material to the Council of which they are a member. All existing Members should declare such interests. Any Members appointed subsequently should do so on appointment. 5.2 Subject to the exceptions below, a material interest is: a) any directorship of a company; b) any interest or position held by a Governor in any firm or company or business which, in connection with the matter, is trading with the Trust, or is likely to be considered as a potential trading partner with the Trust; c) any interest in an organisation providing health and social care services to the National Health Service; d) a position of authority in a charity or voluntary organisation in the field of health and social care; e) any connection with any organisation, entity or company considering entering into a financial arrangement with the Trust including but not limited to lenders or banks. The exceptions, which shall not be treated as material interests are as follows: a) shares not exceeding 2% of the total shares in issue held in any company whose shares are listed on any public exchange; b) an employment contract held by Staff Governors; c) an employment contract with, or a position of authority in, a local authority held by a Local Authority Governor; d) an employment contract with, or a position of authority, in a university held by a University Governor. 5.3 At the time Members' interests are declared, they should be recorded in the Council minutes. Any changes in interests should be officially declared at the next Council meeting following the change occurring. 5.4 Members' directorships 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. 98

99 5.5 During the course of a Council meeting, if a conflict of interest is established, the member concerned should withdraw from the meeting and play no part in the relevant discussion or decision. For the avoidance of doubt, this includes voting on such an issue where a conflict is established. If there is a dispute as to whether a conflict of interest does exist, majority will resolve the issue with the Chair having the casting vote. 5.6 There is no requirement for the interests of Members' spouses or partners to be declared. However Standing Order 7, which is based on the regulations, requires that the interests of Members spouses or partners, in contracts should be declared. Therefore the interests of Members spouses and cohabiting partners should also be regarded as relevant. 5.7 If Members have any doubt about the relevance or materiality of an interest, this should be discussed with the Chairman and Secretary. Influence rather than the immediacy of a 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. 6. DISABILITY OF CHAIR OR GOVERNORS IN PROCEEDINGS ON ACCOUNT OF PECUNIARY INTEREST 6.1 Subject to the following provisions of this Standing Order, if the Chair or a member of the Council has any pecuniary interest, direct or indirect, in any contract, proposed contract or other matter and is present at a meeting of the Trust at which the contract or other matter is the subject of consideration, he shall at the meeting and as soon as practicable after its commencement disclose the fact and shall not take part in the consideration or discussion of the contract or other matter or vote on any question with respect to it. 6.2 The Council may exclude the Chair or a Member of the Council from a meeting of the Council while any contract, proposed contract or other matter in which he has a pecuniary interest, is under consideration. 6.3 Any remuneration, compensation or allowances payable to the Chair or a Member of the Council in accordance with the Constitution shall not be treated as a pecuniary interest for the purpose of this Standing Order. 6.4 For the purpose of this Standing Order the Chairman or a Member of the Council 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 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 consideration. In the case of married persons living together the interest of one spouse shall, if known to the other, be deemed for the purposes of this Standing Order to be also an interest of the other. 6.5 The Chair or a Member of the Council shall not be treated as having a pecuniary interest in any, 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; 99

100 (b) of an interest in any company, body or person with which he is connected as mentioned in SO 6.4 above which is so remote or insignificant that it cannot reasonably be regarded as likely to influence an individual in the consideration or discussion of or in voting on, any question with respect to that contract or matter. 6.6 Where the Chair or a member of the Council: (a) (b) (c) 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; 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 if the share capital is of more than one class, the total nominal value of shares of any one class in which he/she has a beneficial interest does not exceed one-hundredth of the total issued share capital of that class, this Standing Order shall not prohibit him 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. 6.7 This Standing Order applies to a committee or sub-committee as it applies to the Council and applies to any member of any such committee or sub-committee (whether or not he/she is also a member of the Council) as it applies to a member of the Council. 7. STANDARDS OF BUSINESS CONDUCT 7.1 Policy - Governors must comply with the Code of Conduct for Governors, the Standards of Business Conduct for NHS Staff and the Trust s Standards of Business Conduct Policy. Governors shall receive a copy of the Standards of Business Conduct during their induction. The following provisions should be read in conjunction with the Code of Conduct for Governors. 7.2 Interest of Officers in Contracts - If it comes to the knowledge of a Governor or an Officer of the Trust that a contract in which he has any pecuniary interest not being a contract to which he is himself a party, has been, or is proposed to be, entered into by the Trust he shall, at once, give notice in writing to the Chief Executive of the fact that he is interested therein. In the case of (married) persons living together as partners, the interest of one partner shall, if known to the other, be deemed to be also the interest of that partner. 7.3 A Governor must also declare to the Chief Executive any other employment or business or other relationship of his, or of a cohabiting partner, that conflicts, or might reasonably be predicted could conflict with the interests of the Trust. 7.4 Canvassing of, and Recommendations by, Members of the Council in Relation to Appointments - Canvassing of Governors of the Trust or of any Committee of the Trust directly or indirectly for any appointment under the Trust shall disqualify the candidate for such appointment. The contents of this paragraph of the Standing Order shall be included in application forms or otherwise brought to the attention of candidates. 7.5 A member of the Council shall not solicit for any person any appointment under the Trust or recommend any person for such appointment: but this paragraph of this Standing Order shall not preclude a member of the Council from giving written testimonial of a candidate's ability, experience or character for submission to the Trust or taking part in the appointment process. 100

101 7.6 Informal discussions outside appointments panels or committees, whether solicited or unsolicited, should be declared to the panel or committee. 7.7 Relatives of Members of the Council or Officers - Candidates for any staff appointment shall when making an application disclose in writing whether they are related to any member of the Council or the holder of any office under the Trust. Failure to disclose such a relationship may disqualify a candidate and, if appointed, may render him liable to instant dismissal. 7.8 The Chairman, Members of the Council and every Officer of the Trust shall disclose to the Chief Executive any relationship with a candidate of whose candidature that Member of the Council is aware. It shall be the duty of the Chief Executive to report to the Trust any such disclosure made. Relationships to which this order applies are those of husband and wife or co-habitees or where either of the two or the spouse of either of them is the son or daughter or grandson or granddaughter or brother or sister or nephew or niece of the other or the spouse of the other. 7.9 On appointment, Members of the Council (and prior to acceptance of an appointment in the case of Officer members) should disclose to the Council whether they are related to any other Member of the Council or holder of any office under the Trust Where the relationship to a Member of the Council is disclosed, the Standing Order headed Disability of the Chair and Members in proceedings on account of pecuniary interest (SO 6) shall apply. 8. MISCELLANEOUS 8.1 Standing Orders to be made available to Members of the Council - It is the duty of the Chief Executive to ensure that existing members of the Council and all new appointees are notified of and understand their responsibilities within Standing Orders and SFIs. Updated copies can be obtained from the Secretary s Office. New members of the Council shall receive a copy of the Standing Orders of the Council of Governors during their induction. 8.2 Review of Standing Orders Governing Council - These shall be reviewed annually by the Council. The requirement for review extends to all documents having effect as if incorporated in Standing Orders. 101

102 Appendix 6: Terms of Reference: Shadow Group Council of Governors Classification: Terms of Reference for Shadow Group Council of Governors Lead Author: Jane Burns, Associate Director of Corporate Affairs / Trust Secretary Additional author(s): Authors Division: Trust Executive Unique ID: Issue number: 1 Expiry Date: March 2019 Contents Section Page Who should read this document Key Messages What is new in this version Introduction Key Responsibilities and Meetings Frequency of Meetings Membership Chairmanship Quorum Attendance Meetings Reporting Arrangements Secretary 102

103 Who should read this document? All Governors, including Shadow Governors Group Secretariat Key Messages In recognition of Salford Royal NHS Foundation Trust (Salford Royal) setting out parameters to establish a Group, with Pennine Acute Hospitals NHS Trust (PAHT) being the first member, the Council of Governors of Salford Royal has agreed to establish and constitute a committee with these terms of reference to be known as Shadow Group Council of Governors Committee. The committee will include both Salford Royal Governors and Shadow Governors. This Committee will: ensure effective representation of the interests of SRFT and PAHT members and the public served by Group; engage with and ensure the involvement of local stakeholders of both SRFT and PAHT; enable views to be provided to the Group Committees in Common (CiC) as part of the Group forward planning process whilst maintaining and assisting an effective SRFT Council of Governors to perform its functions; and provide the Group CiC a forum that bears similarity to the Council of Governors that may be established if and when SRFT and PAHT ultimately come together into a single NHS foundation trust. What is new in this version? N/A Policy/Guideline/Protocol 1. Introduction 1.1. Over recent months the Salford Royal NHS Foundation Trust (SRFT) Board has set out parameters to establish a Group, with Pennine Acute Hospitals NHS Trust (PAHT) being the first member It is the intention of the SRFT Board to secure a management contract to stabilise, improve and, in the longer-term, transform services provided by PAHT. The management contract will be a holding vehicle until SRFT determines whether or not it wishes to acquire PAHT, and establish Group as a single NHS foundation trust comprising SRFT and PAHT Until such time, it is important to note that SRFT and PAHT remain sovereign statutory bodies. As a NHS foundation trust, SRFT is required by law to have a Council of Governors whose powers are dictated by statute At meetings in November 2016, the Board of Directors at SRFT and the Trust Board at PAHT reviewed and approved the architecture for Group, including the establishment of Board Group Committees in Common (Group CiC). The Group CiC involved the Board of Directors at SRFT and the Trust Board at PAHT each establishing a committee, to which each Board 103

104 delegated the exercise of its functions. In recognition of the long term intention of SRFT and PAHT to become a single NHS foundation trust, the Group CiC will meet at the same time, around one table, to make the decisions in relation to SRFT and PAHT. Since each of the committees has delegated powers from their Boards, the decisions of each committee on matters within its remit will be final and will not need to be ratified by the SRFT and PAHT Boards. To ensure best practice, Group CiC has been established to reflect, as closely as possible, all NHS Foundation Trust governance requirements and, as such, will comprise a Chairman, Voting Non-Executives and Voting Directors. Other Directors will attend in a nonvoting capacity In recognition of these organisational ambitions and changes, the SRFT Council of Governors wishes to engage with PAHT, its membership base and its local partners. Although PAHT does not hold foundation trust status, it is recognised that it has recruited a substantial membership base and forged local partnerships whilst it was progressing through the foundation trust pipeline, both of which should be maintained and nurtured The SRFT Council of Governors has therefore resolved to establish a committee of existing Governors from SRFT together with representatives of PAHT to be known as Shadow Group Council of Governors Committee SRFT s Council of Governors has established Standing Orders to ensure effective and appropriate corporate governance arrangements are in place for its operation. The Shadow Group Council of Governors shall follow and apply the Standing Orders (Council of Governors), save as modified within these Terms of Reference 2. Key Responsibilities and Duties 2.1. The powers of SRFT s Council of Governors are established under statute. The Council of Governors may not delegate any of its powers to a committee or sub-committee, but it has appointed this committee to assist the SRFT Council of Governors in carrying out its functions, in particular, the Shadow Group Council of Governors Committee is expected to assist by carrying out those functions set out in the SRFT Scheme of Reservation and Delegation of Powers The Shadow Group Council of Governors Committee may establish committees to assist the Shadow Group Council of Governors Committee in performing its functions, including on such terms as to reporting and membership, as it sees fit All business shall be conducted in the respective name of the Salford Royal NHS Foundation Trust and Pennine Acute Hospitals NHS Trust as applicable. 3. Frequency of Meetings 3.1 The Committee will meet a minimum of three times per year or at such other intervals as SRFT Council of Governors may direct from time to time. 4. Membership 4.1. Membership will comprise: All members of the SRFT Council of Governors; and PAHT representatives (who shall be known as Shadow Governors Shadow Public Governors Shadow Staff Governors and/or Shadow Appointed Governors as the case may be) comprising: 104

105 Shadow Public Governors elected using the PAHT membership base as follows: 5 from Bury and Rochdale 3 from Oldham 2 from North Manchester Shadow Staff Governors elected using the PAHT membership base as follows: 2 from Bury and Rochdale 2 from North Manchester 2 from Royal Oldham local authority governors appointed from Manchester, Bury, Rochdale and Oldham Local Authorities via a process to be agreed between those local authorities and SRFT s Trust Secretary All elections to the role of Shadow Governor shall be conducted in accordance with the Model Election Rules as appended to the SRFT Constitution. 5. Chairmanship 5.1 The Chairman of the Shadow Group Council of Governors Committee will be the Chairman of Salford Royal NHS Foundation Trust. 6. Quorum members (approximately two thirds) of the Shadow Group Council of Governors Committee (which must include 8 members of the SRFT Council of Governors) shall be a quorum. 7. Attendance 7.1 Members must make every effort to attend all meetings. 7.2 Attendance will be monitored. Governors may be required to cease office if they fail to attend three consecutive meetings (see Constitution Paragraph 12.19). 8. Meetings 8.1. The Shadow Group Council of Governors Committee shall at all times comply with SRFT Standing Financial Instructions, the SRFT Scheme of Reservation of Powers & Delegation of Powers and the SRFT Council of Governors Standing Orders (including but not limited to provisions as to notice, papers and procedure at meetings including voting, save that no resolution of the Shadow Group Council of Governors Committee shall be passed if it is opposed by all of the SRFT Council of Governors present at the meeting of the Shadow Group Council of Governors Committee). 9. Reporting Arrangements 9.1. The Shadow Group Council of Governors shall formally report to the SRFT Council of Governors [a minimum of three times per year or at such other intervals as SRFT Council of Governors may direct from time to time]. 10. Secretary The Director of Corporate Services/Group Secretary will act as Secretary and will ensure all required information, support and advice is provided to Shadow Group Council of Governors Committee. 105

106 Appendix 7: STANDING FINANCIAL INSTRUCTIONS 106

107 STANDING FINANCIAL INSTRUCTIONS 1. INTRODUCTION General Terminology Responsibilities and Delegation 2. AUDIT Audit Committee Fraud, Bribery and Corruption Executive Director of Finance Role of Internal Audit External Audit 3. BUSINESS PLANNING, BUDGETS, BUDGETARY CONTROL AND MONITORING Preparation and approval of Business Plans and Budgets Budgetary Delegation Budgetary Control and Reporting Capital Expenditure Monitoring Returns 4. ANNUAL ACCOUNTS AND REPORTS 5. BANK ACCOUNTS General Bank Accounts Banking Procedures Tendering and Review 6. INCOME, FEES AND CHARGES AND SECURITY OF CASH, CHEQUES AND OTHER NEGOTIABLE INSTRUMENTS Income Systems Fees and Charges Debt Recovery Security of Cash, Cheques and other Negotiable Instruments 7. CONTRACTING FOR PROVISION OF SERVICES NHS Service Agreements NHS Non Commercial Agreements 8. TERMS OF SERVICE AND PAYMENTS OF DIRECTORS AND EMPLOYEES Remuneration and Terms of Service Funded Establishment Staff Appointments Payroll Contracts of Employment 9. NON PAY EXPENDITURE Delegation of Authority Choice, Requisitioning, Ordering, Receipt & Payment for Goods and Services 10. EXTERNAL BORROWING AND INVESTMENT Public Dividend Capital Commercial Borrowing and Investment 107

108 Investment of Temporary Cash Surplus 11. CAPITAL INVESTMENT, PRIVATE FINANCING, FIXED ASSET REGISTERS AND SECURITY OF ASSETS Capital Investment Private Finance Asset Registers Protected Property Security of Assets 12. STORES AND RECEIPT OF GOODS 13. DISPOSALS & CONDEMNATIONS, LOSSES AND SPECIAL PAYMENTS Disposals and Condemnations Losses and Special Payments Insurance 14. INFORMATION TECHNOLOGY 15. PATIENTS PROPERTY 16. ACCEPTANCE OF GIFTS BY STAFF 17. RETENTION OF DOCUMENTS 18. RISK MANAGEMENT AND INSURANCE 108

109 1. INTRODUCTION 1.1 General These Standing Financial Instructions (SFIs) are issued in accordance with the Financial Directions issued by the Secretary of State under the provisions of Sections 99(3), 97(A)(4) and (7) of the National Health Service Act 1977 for the regulation of the conduct of the Trust in relation to all financial matters. the Financial Directions issued by the Secretary of State under the provisions of the NHS Act 2006 (as amended by the Health and Social Care Act 2012) for the regulation of the conduct of the Trust in relation to all financial matters. They shall have effect as if incorporated in the Standing Orders (SOs) of the Trust These SFIs detail the financial responsibilities, policies and procedures to be adopted by the Trust. They are designed to ensure that its financial transactions are carried out in accordance with the law and Government policy in order to achieve probity, accuracy, economy, efficiency and effectiveness. They should be used in conjunction with the Reservations of Powers to the Board and the Scheme of Delegation to Group Committees in Common These SFIs identify the financial responsibilities that apply to everyone working for the Trust and its constituent organisations including Trading Units These SFI s also apply to the Services Hosted by the Trust as if they are a part of the core business. They do not provide detailed procedural advice. These statements should therefore be read in conjunction with the detailed departmental and financial procedure notes. All financial procedures in place within the Trust, both inside the Finance Department and in other Departments of the Trust, must be approved by the Chief Financial Officer Should any difficulties arise regarding the interpretation or application of any of the SFIs then the advice of the Executive Director of Finance MUST BE SOUGHT BEFORE ACTING. The user of these SFIs should also be familiar with and comply with the provisions of the Trust's Standing Orders (SOs) FAILURE TO COMPLY WITH SFIs AND SOs IS A DISCIPLINARY MATTER WHICH COULD RESULT IN DISMISSAL Overriding Standing Financial Instructions If for any reason these Standing Financial Instructions are not complied with full details of the non-compliance and any justification for non-compliance and the circumstances around the non- compliance shall be reported to the next formal meeting of the Audit Committee for referring action or ratification. All members of the Board of Directors and staff have a duty to disclose any non-compliance with these Standing Financial Instructions to the Executive Director of Finance as soon as possible. 109

110 1.2 Terminology Any expression to which a meaning is given in Health Service Acts, or in the Financial Directions made under the Acts, shall have the same meaning in these instructions. The following terms apply equally to the SFI and the SORD: a) Principal Accounting Officer means the Officer responsible and accountable for funds entrusted to the Trust in accordance with the role of Accounting Officer for Salford Royal NHS Foundation Trust role of Accountable Officer for The Pennine Acute Hospitals NHS Trust. He shall be responsible for ensuring the proper stewardship of public funds and assets. This shall be the Chief Executive. b) "Board " means the Board of Directors of the Salford Royal NHS Foundation Trust the Trust Board of The Pennine Acute Hospitals NHS Trust c) "Budget" means a resource, expressed in financial terms, proposed by the Board for the purpose of carrying out, for a specific period, any or all of the functions of the Trust; d) "Budget Holder" means the director or employee with delegated authority to manage finances for a specific area of the organisation; e) "Care Organisation Management Board" means the most senior decision making committee of the Care Organisation; f) "Chief Financial Officer" means the Chief Financial Officer of the Group Committees in Common; g) Chief Executive" means the Chief Executive Officer of the Trust; h) "Director of Finance" means the most senior financial officer of the Care Organisation; i) "Executive Director of Finance" means the most senior financial officer of the Trust; j) Funds held on trust shall mean those funds which the Trust holds on the date of incorporation, receives on distribution by statutory instrument or chooses subsequently to accept under powers derived under S.90 of the NHS Act 1977, as amended. Such funds may or may not be charitable. k) Group CiC means Group Committees in Common l) Hosted Services means services that the Trust provides the full range of support services to but which is not part of Trust core healthcare activity. m) Independent Regulator means NHS Improvement, Monitor and the Trust Development Authority. n) "Legal Adviser" means the properly qualified person appointed by the Trust to provide legal advice. o) SFIs means Standing Financial Instructions. p) "Trust" means the Salford Royal NHS Foundation Trust The Pennine Acute Hospitals NHS Trust 110

111 1.2.2 Wherever the title Chief Executive, Chief Financial Officer, Executive Director of Finance, or other nominated officer is used in these instructions, it shall be deemed to include such other Director or employee who have been duly authorised to represent them Wherever the term "employee" is used and where the context permits it shall be deemed to include employees of third parties contracted to the Trust when acting on behalf of the Trust. 1.3 Responsibilities and Delegation The Board exercises financial supervision and control by: (a) (b) (c) formulating the financial strategy, which is articulated through the Annual Plan, setting the Standing Orders and Standing Financial instructions for the regulation of its financial proceedings and business, and defining specific responsibilities placed on directors and employees as indicated in the Detailed Scheme of Delegation document The Board has resolved that certain powers and decisions may only be exercised by the Board in formal session. These are set out in the Reservations of Powers to the Board The Board will delegate responsibility for the performance of its functions in accordance with the Scheme of Delegation Within the SFIs, it is acknowledged that the Chief Executive is ultimately accountable to the Board and as accountable office to the Secretary of State, for ensuring that the Board meets its obligations to perform its functions with the available financial resources. The Chief Executive has overall executive responsibility for the Trust's activities, is responsible to the Board for ensuring that its financial obligations and targets are met and has overall responsibility for the Trust s system of internal control The Chief Executive and Executive Director of Finance will, as far as possible, delegate their detailed responsibilities but they remain accountable for financial control and the powers vested in them by the Board or the Independent Regulator It is a duty of the Chief Executive to ensure that existing directors and employees and all new appointees are notified of and understand their responsibilities within these Instructions The Executive Director of Finance is responsible for: (a) (b) (c) implementing the Trust financial policies and for co-ordinating any corrective action necessary to further these policies, maintaining an effective system of internal financial control including ensuring that detailed financial procedures and systems incorporating the principles of separation of duties and internal checks are prepared, documented and maintained to supplement these instructions, ensuring that sufficient records are maintained to show and explain the Trust transactions, in order to disclose, with reasonable accuracy, the financial position of the Trust at any time, and, without prejudice to any other functions of directors and employees to the Trust, the duties of the Executive Director of Finance include: 111

112 (d) (e) (f) the provision of financial advice to the Trust and its directors, employees and governors. the design, implementation and supervision of systems of internal financial control, and the preparation and maintenance of such accounts, certificates, estimates, records and reports as the Trust may require for the purpose of carrying out its statutory duties All directors and employees, severally and collectively, are responsible for: (a) (b) (c) (d) the security of the property of the Trust, avoiding loss, exercising economy and efficiency in the use of resources, and conforming with the requirements of Standing Orders, Standing Financial Instructions, Financial Procedures and the Scheme of Delegation Any contractor or employee of a contractor who is empowered by the Trust to commit the Trust to expenditure or who is authorised to obtain income shall be covered by these instructions. It is the responsibility of the Chief Executive to ensure that such persons are made aware of this For any and all directors and employees who carry out a financial function, the form in which financial records are kept and the manner in which directors and employees discharge their duties must be to the satisfaction of the Executive Director of Finance. 112

113 SECTION 2 AUDIT 2.1 Audit Committee In accordance with Standing Orders, the Board shall formally establish an Audit Committee, with clearly defined terms of reference, which will provide an independent and objective view of internal control by: (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) overseeing Internal and External Audit services receiving the annual management letter received from the external auditor and agree proposed action, receiving an annual report from the Internal Auditor and agree action on recommendations where appropriate reviewing financial systems and monitoring the integrity of the financial statements and reviewing significant financial reporting judgments; reviewing the establishment and maintenance of an effective system of integrated governance, risk management and internal control, across the whole of the organisation s activities (both clinical and non-clinical), that supports the achievement of the organisation s objective. monitoring compliance with Standing Orders and Standing Financial Instructions, reviewing schedules of losses and compensations and making recommendations to the Group CIC. reviewing schedules of debtors/creditors balances over 6 months old and 10k and explanations/action plans. reviewing and approving accounting policies review and approving write-off of non-nhs debtors reviewing the arrangements in place to support the Assurance Framework process prepared on behalf of the Group CiC and advising the Group CiC accordingly. reviewing the arrangements in place for Counter Fraud, Bribery and Corruption by receiving the annual work plan and report and by receiving information regarding ongoing cases. reviewing the effective implementation of corporate governance measures to enable the Trust to implement best practice as set out in appropriate guidance. This will include the Assurance Framework and control related disclosure statements, for example the Annual Governance Statement and supporting assurance process; together with any accompanying audit statements, prior to endorsement by the Board of Directors Where the Audit Committee feels there is evidence of ultra vires transactions, evidence of improper acts, or if there are other important matters that the committee wishes to raise, the Chairman of the Audit Committee should raise the matter at a full meeting of the Group CiC. 113

114 2.1.3 It is the responsibility of the Executive Director of Finance to ensure adequate internal and external audit services are provided and the Audit Committee shall be involved in the selection process when an audit service provider is changed, with the selection process for External Auditors being the responsibility of the Council of Governors, guided by the Executive Director of Finance and Audit Committee. 2.2 Fraud, Bribery and Corruption The Trust shall take all necessary steps to ensure that NHS funds and resources are protected and safeguarded against those minded to commit fraud, bribery and corruption and that appropriate measures to combat fraud, bribery and corruption are put in place in accordance with its requirement to comply with all the Standards for Providers for Fraud Conditions 24 of the NHS Standard Contract in accordance with; a) the NHS Anti-Fraud Manual published by the NHS Protect; b) the policy statement Applying appropriate sanctions consistently published by NHS Protect; c) any other reasonable guidance or advice issued by NHS Protect that affects efficiency, systemic and/or procedural matters. The Chief Executive and Executive Director of Finance shall monitor and ensure compliance with the above In line with their responsibilities, the Chief Executive and Executive Director of Finance is responsible for overseeing and providing strategic management and support for all antifraud, bribery and corruption work The Trust shall contract in an accredited, nominated person (or persons) to undertake the full range of anti-fraud, bribery and corruption work as detailed in four key sections that follow NHS Protect s strategy and shall report to the Executive Director of Finance regarding all aspects of anti-fraud, bribery and corruption wok carried out The Anti-Fraud Specialist will develop an Annual Workplan that details the activities to be undertaken across the four key areas and shall provide a written report, at least annually, detailing progress on anti-fraud, bribery and corruption work carried out. 2.3 Executive Director of Finance The Executive Director of Finance is responsible for: (a) (b) (c) (d) ensuring there are arrangements to review, evaluate and report on the effectiveness of internal financial control including the establishment of an effective internal audit function, ensuring that the internal audit is adequate and meets the NHS mandatory audit standards, ensuring that there are arrangements in place to involve the police, as necessary, in cases of fraud, bribery, misappropriation, and other irregularities, ensuring that annual internal audit reports are prepared (which include the Head of Internal Audit Opinion, Annual Report and Internal Audit Plans) for the consideration of the Audit Committee and the Board of Directors. These reports must cover: 114

115 (i) (ii) (iii) (iv) (v) (vi) a clear statement on the overall adequacy and effectiveness of the organisation s framework of governance, risk management and internal control; major internal [financial] control weaknesses discovered, progress on the implementation of internal audit recommendations, progress against plan over the previous year, strategic audit plan covering the coming three years, a detailed plan for the coming year The Executive Director of Finance and/or designated internal auditors are entitled without necessarily giving prior notice to require and receive: (a) (b) (c) (d) access to all records, documents and correspondence relating to any financial or other relevant transactions, including documents of a confidential nature, access at all reasonable times to any land, premises or employee of the Trust, the production of any cash, stores or other property of the Trust under an employee's control, and explanations concerning any matter under investigation. 2.4 Role of Internal Audit Internal Audit will review, appraise and report upon: (a) (b) (c) (d) the extent of compliance with, and the financial effect of, relevant established policies, plans and procedures, the adequacy and application of financial and other related management controls, the suitability of financial and other related management data, the extent to which the Trust s assets and interests are accounted for and safeguarded from loss of any kind, arising from: (i) (ii) (ii) fraud, bribery, corruption and other offences, waste, extravagance, inefficient administration, poor value for money or other causes Whenever any matter arises which involves, or is thought to involve, irregularities concerning cash, stores, or other property or any suspected irregularity in the exercise of any function of a pecuniary nature, the Executive Director of Finance must be notified immediately The Head of Internal Audit will normally attend Audit Committee meetings and has a right of access to all Audit Committee members, the Chairman and Chief Executive of the Trust. 115

116 2.4.4 The Head of Internal Audit shall be accountable to the Executive Director of Finance. The reporting system for internal audit shall be agreed between the Executive Director of Finance, the Audit Committee and the Head of Internal Audit. The agreement shall be in writing and shall comply with the guidance on reporting contained in the Public Sector Internal Audit Standards. The reporting system shall be reviewed at least every 3 years Where, in exceptional circumstances, the use of normal reporting channels is thought to limit the objectivity of the audit, the Head of Internal Audit shall have access to report direct to the Chairman or a non-executive member of the Trust s Audit Committee Managers in receipt of audit reports referred to them have a duty to take appropriate remedial action within the agreed time-scales specified within the reports. The Executive Director of Finance shall identify a formal review process to monitor the extent of compliance with the audit recommendations. Where appropriate remedial action has failed to take place within a reasonable time period the matter shall be reported to the Executive Director of Finance. 2.5 External Audit The external auditor is appointed by the Council of Governors the Trust Board and paid for by the Trust The Code of Audit Practice ( The Audit Code ) contains directions of the Comptroller and Auditor General under Schedule 13(3)(1) and Schedule 6 of the Local Audit and Accountability Act 2014 with respect to the standards, procedures and techniques to be adopted by the auditor The Trust shall comply with Schedule 10 of the NHS Act 2006 (Audit of Accounts of NHS Foundation Trusts) and the specific provisions within Monitor s NHS Foundation Trust Code of Governance C3. Audit Committee and Auditors The Auditor shall comply with the Audit Code References and relate equally to internal and external audit In the event of the Auditor issuing a Public Interest report the Auditor shall send the report as soon as reasonably practical after it is made to the Trust and the Secretary of State immediately or within 14 days of the conclusion of the audit where not an immediate report to the Council of Governors of the Trust, the Board of Directors of the Trust and NHS Improvement. 2.6 Security Management In line with their responsibilities, the Trust Chief Executive will monitor and ensure compliance with Directions issued by the Secretary of State for Health on NHS security management The Trust shall nominate a suitable person to carry out the duties of the Local Security Management Specialist (LSMS) as specified by the Secretary of State for Health guidance on NHS security management The Trust shall nominate a Non-Executive Director to be responsible to the Board for NHS security management The Chief Executive has overall responsibility for controlling and coordinating security. However, key tasks are delegated to the Director of Estates and Facilities and the Areas Security Management Specialist (ASMS) together with the appointed Local Security Management Specialist (LSMS). 116

117 SECTION 3 SERVICE PLANNING, BUDGETS, BUDGETARY CONTROL, AND MONITORING 3.1 Preparation and approval of Business Plans and Budgets The Chief Executive will compile and submit to the Board of Directors an Annual Plan document which encompasses an annual business plan and takes into account financial targets and forecast limits of available resources. The annual business plan will contain: (a) (b) a statement of the significant assumptions on which the plan is based; details of major changes in workload, delivery of services or resources required to achieve the plan Prior to the start of the financial year, the Executive Director of Finance will, on behalf of the Chief Executive, prepare and submit budgets for approval by the Board. Such budgets will: (a) (b) (c) (d) (e) (f) (g) be in accordance with the aims and objectives set out in the Trust s annual business plan, and the local commissioning intentions (or equivalent documents). accord with workload and manpower plans, be produced following discussion with appropriate budget holders, be prepared within the limits of available funds, and identify potential risks be based on reasonable and realistic assumptions. enable the Trust to comply with the requirements set out by the independent regulator The Chief Financial Officer shall monitor financial performance against budget and business plan, periodically review them, and report to the Group CiC. Any significant variances should be reported by the Chief Financial Officer to the Group CiC as soon as they come to light and the Group CiC shall be advised of actions to be taken in respect of such variances All budget holders must provide information as required by the Executive Director of Finance to enable budgets to be compiled. On completion of the budget setting all budget holders will be asked to confirm in writing their acceptance of their allocated budgets at the start of the financial year The Executive Director of Finance has a responsibility to ensure that adequate training is delivered on an on-going basis to budget holders to help them manage successfully. 3.2 Budgetary Delegation The Chief Executive may delegate the management of a budget to permit the performance of a defined range of activities, including pooled budget arrangements under Section 75 of the 2006 Act. This delegation must be in writing and be accompanied by a clear definition of: (a) the amount of the budget, 117

118 (b) (c) (d) (e) (f) the purpose(s) of each budget heading, individual and group responsibilities, authority to exercise virement, achievement of planned levels of service, and the provision of regular reports The Chief Executive and delegated budget holders must not exceed the budgetary total or virement limits set by the Board Any budgeted funds not required for their designated purpose(s) revert to the immediate control of the Chief Executive, subject to any authorised use of virement Non-recurring budgets should not be used to finance recurring expenditure without the authority in writing of the Chief Executive. 3.3 Budgetary Control and Reporting The Executive Director of Finance will devise and maintain systems of budgetary control. These will include: (a) monthly financial reports to the Group CiC in a form approved by the Group CiC containing: income and expenditure to date showing trends and forecast year-end position movements in working capital movements in cash and capital capital project spend and projected outturn against plan expectations of any material variances from plan details of any corrective action where necessary and the Chief Executives and/or Chief Financial Officer s view of whether such actions are sufficient to correct the situation. (b) (c) (d) (e) (n) (o) the issue of timely, accurate and comprehensible advice and financial reports to each budget holder, covering the areas for which they are responsible, investigation and reporting of variances from financial, workload and manpower budgets, monitoring of management action to correct variances, and arrangements for the authorisation of budget transfers. advising the Chief Executive of the consequences of changes in policy, pay awards and other events and other trends affecting budgets and shall advise on the economic and financial impact of future plans and projects; and review of the bases and assumptions used to prepare the budgets. In performance of these duties the Executive Director of Finance will have access to all budget holders and budget managers on budgetary matters and shall be provided with such financial and statistical information as is necessary. 118

119 3.3.2 Each Budget Holder is responsible for ensuring that: (a) (b) (c) (d) any likely overspending or reduction of income which cannot be met by virement is not incurred without the prior consent of the Board of Directors, the amount provided in the approved budget is not used in whole or in part for any purpose other than that specifically authorised subject to the rules of virement, and no permanent employees are appointed without the approval of the Chief Executive other than those provided for in the budgeted establishment as approved by the Board of Directors. that any proposal to increase revenue spending has an appropriate funding stream identified and that this has been agreed by the Chief Executive. Proposals to increase revenue spending should also be signed off by the Executive Director of Finance. This applies to all revenue developments whether part of the Commissioning Intentions [or other appropriate plans of commissioners] discussions or separate initiatives, however funded The Chief Executive is responsible for identifying and implementing cost improvements and income generation initiatives in accordance with the requirements of the Annual Plan and in accordance with the financial plan. 3.4 Capital Expenditure The general rules applying to delegation and reporting shall also apply to capital expenditure. (The particular applications relating to capital are contained in Section 11.) 3.5 Monitoring Returns The Chief Executive is responsible for ensuring that the requisite monitoring forms are submitted to the appropriate monitoring organisation within the required time-scale. 119

120 SECTION 4 ANNUAL ACCOUNTS AND REPORTS 4.1 The Executive Director of Finance, on behalf of the Trust, will: (a) (b) (c) keep accounts, and in respect of each financial year must prepare annual accounts, in such form as the Independent Regulator may, with the approval of the Treasury, direct. ensure that, in preparing the annual accounts, the Trust complies with any directions given by the Independent Regulator Department of Health with the approval of the Treasury as to; the methods and principles according to which the accounts are to be prepared and the information given in the accounts ensure that a copy of the annual accounts and any report by the external auditor on them, are laid before Parliament and that copies of these documents are sent to the Independent Regulator Department of Health, within the prescribed timetable. 4.2 The Trust will prepare annual reports as required by the NHS Foundation Trust Annual Reporting Manual Department of Health Group Accounting Manual. This will be received by the Council of Governors at a public meeting. The Trust will publish an annual report, in accordance with guidelines on local accountability, and present it at a public meeting. A copy will be forwarded to the Independent Regulator Department of Health. 120

121 SECTION 5 BANK ACCOUNTS 5.1 General The Executive Director of Finance is responsible for managing the Trust s banking arrangements and for advising the Trust on the provision of banking services and operation of accounts. This advice will take into account guidance/ directions issued from time to time by the Independent Regulator The Group CiC shall approve the banking arrangements other than mandated government banking service accounts where any proposed changes will be reported to the Audit Committee No employee may open or hold a bank account in the name of the Trust or of its constituent hospitals/departments. Any employee aware of the existence of such an account shall report the matter to the Executive Director of Finance. 5.2 Bank Accounts The Executive Director of Finance is responsible for: (a) (b) (c) (d) (e) (f) bank accounts and Government Banking Services (GBS) [accounts and other forms of working capital that may be available]. establishing separate bank accounts for the Trust s non-exchequer funds, ensuring payments made from bank or GBS accounts do not exceed the amount credited to the account except where arrangements have been made. The GBS accounts (one for payments and one for receipts) are treated as one account for the purposes of calculating the overall balance, reporting to the Group CiC of any external borrowing requirements ensuring that best value is obtained in securing loan finance and other sources of external funding, including Working Capital funding. monitoring compliance with DH guidance on the level of cleared funds. 5.3 Banking Procedures The Executive Director of Finance will prepare detailed instructions on the operation of bank and GBS accounts, which must include: (a) (b) (c) (d) the conditions under which each bank and GBS account is to be operated, the limit to be applied to any overdraft, and those authorised to sign cheques or other orders drawn on the Trust s accounts. the policy and terms of operation of any Working Capital facility or working capital funding support in place 121

122 5.3.2 The Executive Director of Finance must advise the Trust s bankers in writing of the conditions under which each account will be operated. 5.4 Tendering and Review of Banking Services The Executive Director of Finance will review the banking arrangements of the Trust at regular intervals to ensure they reflect best practice and represent best value for money by periodically seeking competitive tenders for the Trust s banking business Competitive tenders should be sought at least every 5 years unless the Board determines otherwise. The results of the tendering exercise should be reported to the Group CiC. 122

123 SECTION 6 INCOME, FEES AND CHARGES AND SECURITY OF CASH, CHEQUES AND OTHER NEGOTIABLE INSTRUMENTS 6.1 Income Systems The Executive Director of Finance is responsible for designing, maintaining and ensuring compliance with systems for the proper recording, invoicing, collection and coding of all monies due The Executive Director of Finance is also responsible for the prompt banking of all monies received Self-funding private patients and overseas visitors (who are required to pay for their treatment) will be required to make a pre-payment equal to the estimated cost of treatment prior to admission. 6.2 Fees and Charges The Trust shall follow the Department of Health advice in the Payment by Results (PBR) guidelines and code of conduct in setting prices for NHS Service contracts The Executive Director of Finance is responsible for approving and regularly reviewing the level of all fees and charges other than those determined by the Department of Health or by Statute. Independent professional advice on matters of valuation may be taken as necessary All employees must inform the Executive Director of Finance promptly of money due arising from transactions which they initiate/deal with, including all contracts, leases, tenancy agreements, private patient undertakings and other transactions. 6.3 Debt Recovery The Executive Director of Finance is responsible for the appropriate recovery action on all outstanding debts Income not received should be dealt with in accordance with losses procedures Overpayments should be detected (or preferably prevented) and recovery initiated in line with Trust policy. 6.4 Security of Cash, Cheques and other Negotiable Instruments The Executive Director of Finance is responsible for: (a) (b) (c) approving the form of all receipt books, agreement forms, or other means of officially acknowledging or recording monies received or receivable, ordering and securely controlling any such stationery, the provision of adequate facilities and systems for employees whose duties include collecting and holding cash, including the provision of safes or lockable cash boxes, 123

124 the procedures for keys, and for coin operated machines, and (d) prescribing systems and procedures for handling cash and negotiable securities on behalf of the Trust Official money shall not under any circumstances be used for the encashment of private cheques All cheques, postal orders, cash etc., shall be banked intact. Disbursements shall not be made from cash received, except under arrangements approved by the Executive Director of Finance. Organisations/Individuals owing monies to the Trust should be encouraged, wherever practical to make payment in the form of cheques rather than cash, such cheques should be crossed and made payable to the Trust The holders of safe keys shall not accept unofficial funds for depositing in their safes unless such deposits are in special sealed envelopes or locked containers. It shall be made clear to the depositors that the Trust is not to be held liable for any loss, and written indemnities must be obtained from the organisation or individuals absolving the Trust from responsibility for any loss Any loss or shortfall of cash, cheques or other negotiable instruments, however occasioned, shall be monitored and recorded within the Finance Department. Any significant trends should be reported to the Executive Director of Finance and Internal Audit. Where there is prima facie evidence of fraud or corruption this should be dealt with using the Trust s Anti Fraud, Bribery and Corruption Policy and the guidance provided by the NHS Protect. Where there is no evidence of Fraud, Bribery or Corruption it should be dealt with under the Trust s Losses and Compensations procedures. 124

125 SECTION 7 CONTRACTING FOR PROVISION OF SERVICES 7.1 NHS Service Agreements The Chief Executive of the Trust shall regularly review and shall at all times maintain and ensure the capacity and capability of the Trust to provide mandatory goods and services referred to in the Trust s Licence Establishment Order The Chief Executive, as the accounting officer, is responsible for ensuring the Trust enters into suitable legally binding Service Level Agreements with CCGs, NHS England and other commissioners for the provision of NHS services. The Trust will follow the priorities contained within the schedules of the contract, and wherever possible, be based upon integrated care pathways to reflect expected patient experience. In discharging this responsibility, the Chief Executive should take into account: (a) (b) (c) (d) (e) the standards of service quality expected; the relevant national service framework and other national guidance (if any); the provision of reliable information on cost and volume of services; the Performance Assessment Framework contained within the Trust Service Level Agreements that Trust Service Level Agreements builds where appropriate on existing partnership arrangements; A good Trust Service Level Agreement will result from a dialogue with clinicians, users, carers, public health professionals and managers. It will reflect knowledge of local needs and inequalities. This will require the Chief Executive to ensure that the Trust works with all partner agencies involved in both the delivery and the commissioning of the service required The Chief Executive, as the accounting officer, will need to ensure that regular reports are provided to the Group CiC detailing actual and forecast income from the Trust Service Level Agreements. This will include appropriate payment by results performance information, and other such information as deemed appropriate by the Executive Director of Finance The Chief Executive, will ensure that Trust has in place suitable Service Level Agreements with other NHS Providers for both the delivery and receipt of services (known locally as Provider to Provider agreements). These agreements should be based upon the actual levels of service provided (or received) at an appropriate price to ensure all costs are covered). The Executive Director of Finance will ensure that appropriate systems are in place to agree and monitor such SLA s on a regular basis Non Commercial Contracts Where the Trust enters into a relationship with another organisation for the supply or receipt of other services clinical or non-clinical, the responsible officer should ensure that an appropriate non-commercial contract is present and signed by both parties This should incorporate: 125

126 (a) (b) (c) (d) (e) (f) indicative activity levels and a description of the service the term of the agreement the value of the agreement the lead officers performance and dispute resolution procedures risk management and clinical governance arrangements Non-commercial contracts should be reviewed and agreed on an annual basis or as determined by the term of the agreement so as to ensure value for money and to minimise the potential loss of income. 126

127 SECTION 8 TERMS OF SERVICE AND PAYMENT OF DIRECTORS AND EMPLOYEES 8.1 Remuneration and Terms of Service In accordance with Standing Orders the Board of Directors shall establish a Nominations, Remuneration and Terms of Service Committee, with clearly defined terms of reference, specifying which posts fall within its area of responsibility, its composition, and the arrangements for reporting The Committee will: (a) advise the Board on the appropriate remuneration options and terms of service for the Chief Executive and other Executive Directors (and any other employees specified within the Terms of Reference), including: (i) (ii) (iii) all aspects of salary (including any performance-related elements / bonuses), provisions for other benefits, including pensions and cars, arrangements for termination of employment and other contractual terms; (b) (c) (d) determine on behalf of the Board, noting that the terms of reference for the Nominations, Remuneration and Terms of Service Committee provide for the Chairman and all Non-Executive Directors to participate, the remuneration and terms of service of Executive Directors and any other employees specified within the Terms of Reference to ensure they are fairly rewarded for their individual contribution to the Trust - having proper regard to the Trust s circumstances and performance and to the provisions of any national arrangements for such staff where appropriate; monitor and evaluate the performance of individual Executive Directors (and other senior employees); and advise on and oversee appropriate contractual arrangements for such staff including the proper calculation and scrutiny of termination payments taking account of such national guidance as is appropriate The Committee shall report in writing to the Group CiC the basis for its recommendations. The Group CiC will report these to the Board of Directors who shall use the report as the basis for requirements for public disclosure in the Annual Report The Board of Directors is responsible for ensuring appropriate systems and processes are in place for setting remuneration and conditions of service for those employees not covered by the Committee The Council of Governors at the General Meeting will decide the remuneration and allowances and other terms and conditions of office of the Chairman and Non-Executive Directors. The Trust will remunerate the Chairman and Non-Executive Directors in accordance with instructions issued by the Secretary of State. 8.2 Funded Establishment The workforce plans incorporated within the annual budget will form the funded establishment. 127

128 8.2.2 The funded establishment of any department may not be varied without the approval of the Chief Executive (subject to the limits set out in the Scheme of delegation). 8.3 Staff Appointments No director or employee may engage, re-engage, or regrade employees, either on a permanent or temporary basis, or hire agency staff, or agree to changes in any aspect of remuneration unless: (a) (b) authorised to do so by the Chief Executive, or within the limit of the approved budget and funded establishment The Board of Directors will approve procedures presented by the Chief Executive for the determination of commencing pay rates, conditions of service, etc, for employees. 8.4 Payroll The Executive Director of Finance (via the Shared Services Provider) is responsible for: (a) (b) (c) (d) specifying timetables for submission of properly authorised time records and other notifications, the final determination of pay, making payment on agreed dates, and agreeing method of payment The Executive Director of Finance (via the shared services provider) will issue instructions regarding: (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) verification and documentation of data, the timetable for receipt and preparation of payroll data and the payment of employees, maintenance of subsidiary records for superannuation, income tax, social security and other authorised deductions from pay, security and confidentiality of payroll information, checks to be applied to completed payroll before and after payment, authority to release payroll data under the provisions of the Data Protection Act, methods of payment available to various categories of employee, procedures for payment by cheque, bank credit, or cash to employees, procedures for the recall of cheques and bank credits, pay advances and their recovery, 128

129 (k) (l) (m) maintenance of regular and independent reconciliation of pay control accounts, separation of duties of preparing records and handling cash, and a system to ensure the recovery from leavers of sums of money and property due by them to the Trust Appropriately nominated managers have delegated responsibility for: (a) (b) (c) submitting time records, and other notifications in accordance with agreed timetables, completing time records and other notifications in accordance with the Executive Director of Finance's instructions and in the form prescribed by the Executive Director of Finance, and submitting termination forms in the prescribed form immediately upon knowing the effective date of an employee's resignation, termination or retirement. Where an employee fails to report for duty in circumstances that suggest they have left without notice, the Executive Director of Finance must be informed immediately Regardless of the arrangements for providing the payroll service, the Executive Director of Finance shall ensure that the chosen method is supported by appropriate (contracted) terms and conditions, adequate internal controls and audit review procedures, and that suitable arrangements are made for the collection of payroll deductions and payment of these to appropriate bodies. 8.5 Contracts of Employment The Board of Directors shall delegate responsibility to the Chief of Organisational Development and Strategy for: (a) (b) ensuring that all employees are issued with a Contract of Employment in a form approved by the Board and which complies with employment legislation, dealing with variations to, or termination of, contracts of employment. 129

130 SECTION 9 NON-PAY EXPENDITURE 9.1 Delegation of Authority The Board of Directors will approve the level of non-pay expenditure on an annual basis and the Chief Executive will determine the level of delegation to budget managers (via the Scheme of Delegation) The Chief Executive will set out: (a) (b) the list of managers who are authorised to place requisitions for the supply of goods and services, and the maximum level of each requisition and the system for authorisation above that level The Executive Director of Finance shall set out procedures on the seeking of professional advice regarding the supply of goods and services. 9.2 Choice, Requisitioning, Ordering, Receipt and Payment for Goods and Services The requisitioner, in choosing the item to be supplied (or the service to be performed) shall always obtain the best value for money for the Trust. In so doing, the advice of the Trust s adviser on procurement shall be sought. Where this advice is not acceptable to the requisitioner, the Executive Director of Finance (and/or the Chief Executive) shall be consulted The Executive Director of Finance shall be responsible for the prompt payment of accounts and claims. Payment of invoices shall be in accordance with contract terms, or otherwise, in accordance with national guidance The Executive Director of Finance will: (a) (b) (c) (d) advise the Board of Directors regarding the setting of thresholds above which quotations (competitive or otherwise) or formal tenders must be obtained; and, once approved, the thresholds should be incorporated in standing orders and regularly reviewed, ensure that procedural instructions on the obtaining of goods, works and services (incorporating the thresholds) are prepared, distributed and regularly reviewed, be responsible for the prompt payment of all properly authorised accounts and claims, be responsible for designing and maintaining a system of verification, recording and payment of all amounts payable. The system shall provide for: (i) (ii) a list of directors/employees (including safe procedures to accept electronic authorisation) authorised to certify invoices, certification that: 130

131 - goods have been duly received, examined and are in accordance with specification and the prices are correct, - work done or services rendered have been satisfactorily carried out in accordance with the order, and, where applicable, the materials used are of the requisite standard and the charges are correct, - in the case of contracts based on the measurement of time, materials or expenses, the time charged is in accordance with the time sheets, the rates of labour are in accordance with the appropriate rates, the materials have been checked as regards quantity, quality, and price and the charges for the use of vehicles, plant and machinery have been examined, - where appropriate, the expenditure is in accordance with regulations and all necessary authorisations have been obtained, - the account is arithmetically correct, - the account is in order for payment. (iii) (iv) a timetable and system for submission to the Executive Director of Finance of accounts for payment; provision shall be made for the early submission of accounts subject to cash discounts or otherwise requiring early payment. instructions to employees regarding the handling and payment of accounts within the Finance Department. (e) be responsible for ensuring that payment for goods and services is only made once the goods and services are received (except as below) Prepayments are only permitted where exceptional circumstances apply. In such instances: (a) (b) (c) (d) Prepayments should demonstrate that the financial advantages outweigh the disadvantages the appropriate Executive Director must provide, in the form of a written report, a case setting out all relevant circumstances of the purchase. The report must set out the effects on the Trust if the supplier is at some time during the course of the prepayment agreement unable to meet his commitments, the Executive Director of Finance will need to be satisfied with the proposed scheme before contractual arrangements proceed (taking into account the EU public procurement rules where the contract is above the stipulated financial threshold) and the budget holder is responsible for ensuring that all items due under a prepayment contract are received and he/she must immediately inform the appropriate Director or Chief Executive if problems are encountered Official Orders must: (a) (b) (c) be consecutively numbered, be in a form approved by the Executive Director of Finance, and state the Trust terms and conditions of trade 131

132 9.2.6 Managers must ensure that they comply fully with the guidance and limits specified by the Executive Director of Finance and that: (a) (b) (c) (d) all contracts other than for a simple purchase permitted within the Scheme of Delegation or delegated budget, leases, tenancy agreements and other commitments which may result in a liability are notified to the Executive Director of Finance in advance of any commitment being made, contracts above specified thresholds are advertised and awarded in accordance with EU rules on public procurement where consultancy advice is being obtained, the procurement of such advice must be in accordance with good practise, no order shall be issued for any item or items to any company (or individual) which has made an offer of gifts, reward or benefit to directors or employees, other than: (i) (iv) isolated gifts of a trivial character or inexpensive seasonal gifts, such as calendars, conventional hospitality, such as lunches in the course of working visits, provided that any such gift / hospitality is in line with the guidance contained within the Trust s Standards of Business Conduct (e) (f) (g) (h) (i) (j) (k) (l) no requisition/order is placed for any item or items for which there is no budget provision unless authorised by the Executive Director of Finance on behalf of the Chief Executive, all goods, services, or works are ordered on an official order except works and services executed in accordance with an existing contract and purchases from petty cash, verbal orders must only be issued very exceptionally - by an employee designated by the Chief Executive and only in cases of emergency or urgent necessity. These must be confirmed by an official order and clearly marked "Confirmation Order", orders are not split or otherwise placed in a manner devised so as to avoid the financial thresholds, goods are not taken on trial or loan in circumstances that could commit the Trust to a future uncompetitive purchase. Any equipment on loan to the Trust and/or on Trust property must be notified to the Executive Director of Finance, together with any conditions attached to the loan of that equipment. changes to the list of directors/employees authorised to certify invoices are notified to the Executive Director of Finance, purchases from petty cash are restricted in value and by type of purchase in accordance with instructions issued by the Executive Director of Finance, and petty cash records are maintained in a form as determined by the Executive Director of Finance The Executive Director of Finance shall ensure that the arrangements for financial control 132

133 and financial audit of building and engineering contracts and property transactions comply with current guidance. The technical audit of these contracts shall be the responsibility of the relevant Director Under no circumstances should goods or services be ordered through the Trust for personal or private use. 9.3 Joint Finance Arrangements with Local Authorities and Voluntary Bodies Payments to Local Authorities and voluntary organisations shall comply with procedures laid down by the Executive Director of Finance which shall be in accordance with the relevant Acts. 133

134 SECTION 10 EXTERNAL BORROWING AND INVESTMENTS 10.1 Public Dividend Capital On authorisation as a Foundation Trust the Public Dividend Capital held immediately prior to authorisation continues to be held on the same conditions Additional Public Dividend Capital may be made available on such terms the Secretary of State (with the consent of the Treasury) decides Draw down of Public Dividend Capital should be authorised in accordance with the mandate held by the Department of Health Cash Funding Team, and is subject to approval by the Secretary of State The Trust shall be required to pay annually to the Department of Health a dividend on its Public Dividend Capital at a rate to be determined from time to time, by the Secretary of State Commercial Borrowing and Investment The Trust may borrow money from any commercial source for the purposes of or in connection with its functions, subject to Board approval The Trust may invest money for the purposes of or in connection with its functions. Such investment may include forming, or participating in forming, or otherwise acquiring membership of bodies corporate The Trust may also give financial assistance (whether by way of loan guarantee or otherwise) to any person for the purposes of or in connection with its functions. This must only be given under specific approval of the Executive Director of Finance on a case by case basis Investment of Temporary Cash Surpluses Temporary cash surpluses must be held only in such public and private sector investments as set out in the approved Group policy The Care Organisations Finance and Information and Capital Committee is responsible for monitoring compliance with the Group investment strategy and policy The Chief Financial Officer is responsible for advising on investments and shall report periodically to the Group CiC concerning the performance of investments held The Chief Financial Officer will prepare detailed procedural instructions on investment operations and on the records to be maintained. The Group s Treasury Management Policy will incorporate guidance from the Independent Regulator as appropriate Working Capital Facility The Trust may choose to have funds are available for short-term cash flow management by negotiating an irrevocable Working Capital Facility with a lender. 134

135 SECTION 11 CAPITAL INVESTMENT, PRIVATE FINANCING, FIXED ASSET REGISTERS AND SECURITY OF ASSETS 11.1 Capital Investment The Chief Executive: (a) (b) (c) (d) shall ensure that there is an adequate appraisal and approval process in place for determining capital expenditure priorities and the effect of each proposal upon business plans, shall ensure that management arrangements are in place in line with the Capital Development Booklet Series is responsible for the management of all stages of capital schemes and for ensuring that schemes are delivered on time and to cost, and shall ensure that the capital investment is not undertaken without confirmation of commissioners support and the availability of resources to finance all revenue consequences, including capital charges For every major capital expenditure proposal (as defined in the Scheme of Delegation) the Chief Executive shall ensure: (a) that a business case is produced setting out: (i) (ii) an option appraisal of potential benefits compared with known costs to determine the option with the highest ratio of benefits to costs, and appropriate project management and control arrangements, and (b) that the Executive Director of Finance has certified professionally the costs and revenue consequences detailed in the business case For capital schemes where the contracts stipulate stage payments, the Chief Executive will issue procedures for their management The Executive Director of Finance shall issue procedures for the regular reporting of actual expenditure and commitment against authorised expenditure The Group CiC approves the capital programme. In year monitoring will be will be undertaken by the relevant Group and Care Organisation capital committee on a monthly basis. Should a tender value be in excess of the value in the approved capital then this will be taken back to the Group CiC for Approval The Chief Executive shall issue to the manager responsible for any scheme (within the framework set out above): (a) (b) (c) specific authority to commit expenditure, authority to proceed to tender, approval to accept a successful tender. 135

136 The Chief Executive will issue a scheme of delegation for capital investment management in accordance with the Trust s Standing Orders The Chief Financial Officer shall issue procedures governing the financial management, including variations to contract, of capital investment projects and valuation for accounting purposes Private Finance The Group CiC should normally test for PFI when considering capital procurement. When the Group CiC proposes to use finance that is to be provided other than through its allocations, the following should apply: (a) (b) (c) The Chief Financial Officer shall demonstrate that the use of private finance represents value for money and genuinely transfers significant risk to the private sector. The proposal must be specifically agreed by the Group Group CiC. Where the sum involved exceeds delegated limits, the business case must be referred to the appropriate external reviewer Asset Registers The Chief Executive is responsible for the maintenance of registers of assets, taking account of the advice of the Chief Financial Officer concerning the form of any register and the method of updating, and arranging for a physical check of assets against the asset register to be conducted once a year The Trust will maintain an asset register recording fixed assets. The minimum data set to be held within these registers shall be as specified in the Capital Charges Manual as issued by the Independent Regulator Additions to the fixed asset register must be clearly identified to an appropriate budget holder and be validated by reference to: (a) (b) (c) properly authorised and approved agreements, architect's certificates, supplier's invoices and other documentary evidence in respect of purchases from third parties, stores, requisitions and wages records for own materials and labour including appropriate overheads, and lease agreements in respect of assets held under a finance lease and capitalised Where capital assets are sold, scrapped, lost or otherwise disposed of, their value must be removed from the accounting records and each disposal must be validated by reference to authorisation documents and invoices (where appropriate) The Chief Financial Officer shall approve procedures for reconciling balances on fixed assets accounts in ledgers against balances on fixed asset registers The value of each equipment asset shall be indexed to current values using current Department of Health published indices The value of each asset shall be depreciated using methods and rates as specified in the 136

137 relevant Annual Reporting Manual issued by the Independent Regulator The Chief Financial Officer shall calculate and pay capital charges as specified by the Department of Health and / or Independent Regulator 11.4 Property used to deliver Commissioner Requested Services A register of property is maintained setting out property used to deliver commissioner requested services ( protected property) The Trust must have regard to Independent Regulator s current guidance on arrangements to dispose of protected property should it decide that such property is surplus to requirement 11.5 Security of Assets The overall control of fixed assets is the responsibility of the Chief Executive Asset control procedures (including fixed assets, cash, cheques and negotiable instruments, and also including donated assets) must be approved by the Chief Financial Officer. This procedure shall make provision for: (a) (b) (c) (d) (e) (f) (g) recording managerial responsibility for each asset, identification of additions and disposals, identification of all repairs and maintenance expenses, physical security of assets, periodic verification of the existence of, condition of, and title to, assets recorded, identification and reporting of all costs associated with the retention of an asset, and reporting, recording and safekeeping of cash, cheques, and negotiable instruments The up to date maintenance and annual checking of asset records is the responsibility of the designated budget holder for all items for which the initial purchase or replacement is within their responsibility. All discrepancies revealed by verification of physical assets to fixed asset register shall be notified to the Executive Director of Finance Whilst each employee has a responsibility for the security of property of the Trust, it is the responsibility of directors and senior employees in all disciplines to apply such appropriate routine security practices in relation to NHS property as may be determined by the Group CiC. Any breach of agreed security practices must be reported in accordance with instructions Any damage to the Trust s premises, vehicles and equipment, or any loss of equipment, stores or supplies must be reported by directors and employees in accordance with the procedure for reporting losses Where practical, assets should be marked as Trust property. 137

138 SECTION 12 STORES AND RECEIPT OF GOODS 12.1 Stores, defined in terms of controlled stores and departmental stores (for immediate use) should be: (a) (b) (c) kept to a minimum, subjected to annual stocktake, valued at the lower of cost and net realisable value Subject to the responsibility of the Executive Director of Finance for the systems of control, overall responsibility for the control of stores shall be delegated to an employee by the Chief Executive. The day-to-day responsibility may be delegated to departmental employees and stores managers/keepers, subject to such delegation being entered in a record available to the Executive Director of Finance. The control of Pharmaceutical stocks shall be the responsibility of a designated Head of Pharmacy; the control of fuel oil and coal of a designated Estates Manager The responsibility for security arrangements and the custody of keys for all stores and locations shall be clearly defined in writing by the designated manager / Head of Pharmacy. Wherever practicable, stocks should be marked as health service property The Chief Financial Officer shall set out procedures and systems to regulate the stores including records for receipt of goods, issues, and returns to stores, and losses Stocktaking arrangements shall be agreed with the Executive Director of Finance and there shall be a physical check covering all items in store at least once a year Where a complete system of stores control is not justified, alternative arrangements shall require the approval of the Executive Director of Finance The designated Manager / Head of Pharmacy shall be responsible for a system approved by the Executive Director of Finance for a review of slow moving and obsolete items and for condemnation, disposal, and replacement of all unserviceable articles. The designated Officer shall report to the Executive Director of Finance any evidence of significant overstocking and of any negligence or malpractice (see also 13 Disposals and Condemnations, Losses and Special Payments). Procedures for the disposal of obsolete stock shall follow the procedures set out for disposal of all surplus and obsolete goods For goods supplied via the NHS Supply Chain, the Chief Executive shall identify those authorised to requisition and accept goods from the store. The authorised person shall check receipt against the delivery note before forwarding this to the Executive Director of Finance who shall satisfy himself that the goods have been received before accepting the recharge. 138

139 SECTION 13 DISPOSALS AND CONDEMNATIONS, LOSSES AND SPECIAL PAYMENTS 13.1 Disposals and Condemnations The Executive Director of Finance must prepare detailed procedures for the disposal of assets including condemnations, and ensure that these are notified to managers When it is decided to dispose of a Trust asset, the head of department or authorised deputy will determine and advise the Executive Director of Finance of the estimated market value of the item, taking account of professional opinion including that of the Trust s supply adviser where appropriate Where it is proposed to dispose or sell an asset that may impact on the delivery of a protected service, then prior Authorisation is required from key stakeholders All unserviceable articles shall be: (a) (b) condemned or otherwise disposed of by an employee authorised for that purpose by the Executive Director of Finance, recorded by the Condemning Officer in a form approved by the Executive Director of Finance which will indicate whether the articles are to be converted, destroyed or otherwise disposed of. All entries shall be confirmed by the countersignature of a second employee authorised for the purpose by the Executive Director of Finance The Condemning Officer shall satisfy himself as to whether or not there is evidence of negligence in use and shall report any such evidence to the Executive Director of Finance who will take the appropriate action Losses and Special Payments The Chief Financial Officer must prepare procedural instructions on the recording of and accounting for condemnations, losses, and special payments. The Executive Director of finance must also prepare a fraud response plan that sets out the action to be taken both by persons detecting a suspected fraud and those persons responsible for investigating it Any employee discovering or suspecting a loss of any kind must either immediately inform their head of department, who must immediately inform the Chief Executive. In the case of discovering or suspecting fraud, bribery or corruption, the employee mustcontact the Trust s Anti- Fraud Specialist who will ensure that the Executive Director of Finance is informed in accordance with the Trust s Anti-Fraud, Bribery and Corruption Policy and Response Plan. Where a criminal offence is suspected, the Executive Director of Finance must immediately inform the police if theft or arson is involved. In cases of fraud, bribery or corruption the Anti- Fraud Specialist will record the allegation on the NHS Protect s Fraud Investigation and Reporting System Toolkit (FIRST) in accordance with the Standards for Providers for Fraud, Bribery and Corruption and conduct investigations in accordance with the NHS Anti-Fraud Manual in consultation with the Executive Director of Finance to ensure the most appropriate course of action is taken The Executive Director of Finance must notify NHS Protect and the External Auditor of all frauds subject to the provisions of the Trust s Anti-Fraud, Bribery and Corruption Policy and Response Plan. 139

140 For losses apparently caused by theft, fraud, bribery, corruption, arson, neglect of duty or gross carelessness, except if trivial and where fraud, bribery or corruption is not suspected, the Executive Director of Finance must immediately notify: (a) (b) the Board of Directors, and the External Auditor Within limits delegated to it by the Department of Health, the Group CiC shall approve the writing-off of losses. For losses below the level set out in the Scheme of Delegation this function may be delegated to the Audit Committee (6 monthly report to be made to the committee on Losses and Special Payments) The Executive Director of Finance shall be authorised to take any necessary steps to safeguard the Trust's interests in bankruptcies and company liquidations For any loss, the Executive Director of Finance should consider whether any insurance claim could be made The Executive Director of Finance shall maintain a Losses and Special Payments Register in which write-off action is recorded No special payments exceeding delegated limits shall be made without the prior approval of the Department of Health, or in the case of non-contractual payments to employees relating to loss of employment, without prior approval of HM Treasury Insurance The Executive Director of Finance shall ensure that insurance arrangements exist in accordance with the risk management programme. 140

141 SECTION 14 INFORMATION TECHNOLOGY 14.1 The Executive Director of Finance, who is responsible for the accuracy and security of the computerised financial data of the Trust, shall: (a) (b) (c) (d) (f) (g) be responsible for ensuring the design, implementation and documentation of effective information systems. devise and implement any necessary procedures to ensure adequate (reasonable) protection of the Trust's data, programs and computer hardware, for which he/she is responsible, from accidental or intentional disclosure to unauthorised persons, deletion or modification, theft or damage, having due regard for the Data Protection Act 1998, ensure that adequate (reasonable) controls exist over data entry, processing, storage, transmission and output to ensure security, privacy, accuracy, completeness, and timeliness of the data, as well as the efficient and effective operation of the system, ensure that adequate controls exist such that the computer operation is separated from development, maintenance and amendment, ensure that an adequate management (audit) trail exists through the computerised system and that such computer audit reviews, as he/she may consider necessary are being carried out. maintain a Freedom of Information Publication Scheme 14.2 The Executive Director of Finance shall satisfy him/herself that new financial systems and amendments to current financial systems are developed in a controlled manner and thoroughly tested prior to implementation. Where this is undertaken by another organisation, assurances of adequacy will be obtained from them prior to implementation In the case of computer systems which are proposed general applications (i.e. normally those applications which the majority of organizations in the NHS locally or nationally wish to sponsor jointly) all responsible directors and employees will send to the Executive Director of Finance: (a) (b) details of the outline design of the system, in the case of packages acquired either from a commercial organisation, from the NHS, or from another public sector organisation, the operational requirement The Executive Director of Finance shall ensure that contracts for computer services for financial applications with another health organisation or any other agency shall clearly define the responsibility of all parties for the security, privacy, accuracy, completeness, and timeliness of data during processing, transmission and storage. The contract should also ensure rights of access for audit purposes Where another health organisation or any other agency provides a computer service for financial applications, the Executive Director of Finance shall periodically seek assurances that adequate controls are in operation Where computer systems have an impact on corporate financial systems the Executive Director of Finance shall satisfy him/herself that: 141

142 (a) (b) (c) (d) systems acquisition, development and maintenance are in line with corporate policies such as an Information Technology Strategy, data produced for use with financial systems is adequate, accurate, complete and timely, and that a management (audit) trail exists, Executive Director of Finance staff have access to such data, and such computer audit reviews as are considered necessary are being carried out The Trust shall disclose to the Independent Regulator and directly to any third parties, as may be specified by the Secretary of State, the information, if any, specified in the Terms of Authorisation, Schedule 6. Other information, as requested shall be provided to the Independent Regulator. 142

143 SECTION 15 PATIENTS' PROPERTY 15.1 The Trust has a responsibility to provide safe custody for money and other personal property (hereafter referred to as "property") handed in by patients, in the possession of unconscious or confused patients, or found in the possession of patients dying in hospital or dead on arrival The Chief Executive is responsible for ensuring that patients or their guardians, as appropriate, are informed before or at admission by: - notices and information booklets, - hospital admission documentation and property records, - the oral advice of administrative and nursing staff responsible for admissions, that the Trust will not accept responsibility or liability for patients' property brought into Health Service premises, unless it is handed in for safe custody and a copy of an official patients' property record is obtained as a receipt The Executive Director of Finance must provide detailed written instructions on the collection, custody, investment, recording, safekeeping, and disposal of patients' property (including instructions on the disposal of the property of deceased patients and of patients transferred to other premises) for all staff whose duty is to administer, in any way, the property of patients. Due care should be exercised in the management of a patient's money in order to maximise the benefits to the patient Where NHS instructions require the opening of separate accounts for patients' moneys, these shall be opened and operated under arrangements agreed by the Executive Director of Finance In all cases where property of a deceased patient is of a total value in excess of 5,000 (or such other amount as may be prescribed by any amendment to the Administration of Estates, Small Payments, Act 1965), the production of Probate or Letters of Administration shall be required before any of the property is released. Where the total value of property is 5,000 or less, forms of indemnity shall be obtained Staff should be informed, on appointment, by the appropriate departmental or senior manager of their responsibilities and duties for the administration of the property of patients Where patients' property or income is received for specific purposes and held for safekeeping the property or income shall be used only for that purpose, unless any variation is approved by the donor or patient in writing. 143

144 SECTION 16 ACCEPTANCE OF GIFTS BY STAFF 16.1 The Executive Director of Finance (via the Trust Secretary) shall ensure that all staff are made aware of the Trust policy on acceptance of gifts and other benefits in. This policy should follow the guidance contained in the Standards of Business Conduct Policy. (see Group Governance Framework Manual) 144

145 SECTION 17 RETENTION OF DOCUMENTS 17.1 The Chief Executive shall be responsible for maintaining archives for all documents required to be retained under the direction contained in Department of Health: NHS Code of Practice The documents held in archives shall be capable of retrieval by authorised persons Documents held under Department of Health: NHS Code of Practise shall only be destroyed at the express instigation of the Chief Executive. Records shall be maintained of documents so destroyed. 145

146 SECTION 18 RISK MANAGEMENT & INSURANCE 18.1 Risk Management The Chief Executive shall ensure that the Trust has a programme of risk management, which must be approved and monitored by the Group CIC The programme of risk management shall include: (a) (b) (c) (d) (e) (f) (g) a process for identifying and quantifying risks and potential liabilities; engendering among all levels of staff a positive attitude towards the control of risk; management processes to ensure all significant risks and potential liabilities are addressed including effective systems of internal control, cost effective insurance cover, and decisions on the acceptable level of retained risk; contingency plans to offset the impact of adverse events; audit arrangements including; internal audit, clinical audit, health and safety review; decision on which risks shall be insured. arrangements to review the risk management programme Insurance The existence, integration and evaluation of the above elements will assist in providing a basis to make a statement on the effectiveness of Internal Control within the Annual Report and Accounts as required by current Department of Health guidance The Group CiC shall decide if the Trust (bearing in mind the Trusts independent legal status) will insure through the risk pooling schemes administered by the NHS Litigation Authority or self insure for some or all of the risks covered by the risk pooling schemes, along with those risks not covered by the pooling scheme. If the Group CiC decides not to use the risk pooling schemes for any of the risk areas (clinical, property and employers/third party liability) covered by the scheme this decision shall be reviewed annually Where the Group CiC decides to use the risk pooling schemes administered by the NHS Litigation Authority the Chief Financial Officer shall ensure that the arrangements entered into are appropriate and complementary to the risk management programme. The Chief Financial Officer shall ensure that documented procedures cover these arrangements Where the Group CiC decides not to use the risk pooling schemes administered by the NHS Litigation Authority for one or other of the risks covered by the schemes, the Chief Financial Officer shall ensure that the Group CiC is informed of the nature and extent of the risks that are self-insured as a result of this decision. The Executive Director of Finance will draw up formal documented procedures for the management of any claims arising from third parties and payments in respect of losses that will not be reimbursed. 146

147 All the risk-pooling schemes require members to make some contribution to the settlement of claims (the deductible ). The Executive Director Finance should ensure documented procedures also cover the management of claims and payments below the deductible in each case. End. 147

148 Appendix 8: Reservations of Powers & Delegation of Powers For Group: Salford Royal NHS Foundation Trust and Pennine Acute Hospitals NHS Trust 0. GLOSSARY Board means the Board of Directors of the Salford Royal NHS Foundation Trust and/or the Trust Board of the Pennine Acute Hospitals NHS Trust as the context permits. PAT means the Pennine Acute Hospitals NHS Trust. SFI s means Standing Financial Instructions SRFT means the Salford Royal NHS Foundation Trust. SOs means Standing Orders. Trust means the Salford Royal NHS Foundation Trust and/or the Pennine Acute Hospitals NHS Trust as the context permits. 1. INTRODUCTION 1.1 Purpose The purpose of this document is to define those powers, which are reserved to the Board and delegated to committees established by the Board, whilst at the same time delegating to the appropriate level the detailed application of Trust policy and procedures. This Combined Scheme of Reservation and Delegation of Powers should be read in conjunction with the Combined Standing Orders (Appendix 3) and Combined Standing Financial Instructions (Appendix 5). In addition, all staff members, including Directors should be aware of the policies and procedures that underpin all Trust activities. Details of the Trust s current policies are available on the intranet. SRFT specific provisions are highlighted in a box as follows example PAHT specific provisions are highlighted in light grey as follows example. 1.2 Statutory Requirements Foundation Trusts (as applicable to SRFT) Within the Terms of Authorisation and NHS Provider Licence issued by Monitor, NHS Foundation Trusts are required to demonstrate the existence of comprehensive governance arrangements in accordance with the NHS Act 2006 and Health and Social Care Act With respect to SRFT, the NHS Act 2006 Schedule 7 paragraph 15(2) confirms that every Foundation Trust s constitution must provide for all the powers of the [Foundation Trust] to be exercisable by the Board of Directors on its behalf. Sub paragraph (3) of that paragraph 148

149 continues that the constitution may provide for any of those powers to be delegated to a committee of directors or to an executive director (emphasis added). These provisions are replicated within the current constitution for SRFT at paragraphs 4.7 and NHS Trusts (as applicable to PAHT) The Code of Accountability for NHS Boards (originally published by the Department of Health in April 1994, EL (94) 40 updated in 2004) requires that Boards draw up Standing Orders, a schedule of decisions reserved to the Board and Standing Financial Instructions. With respect to PAHT, the NHS Trusts (Membership and Procedure) Regulations 1990 ( the 1990 Regulations ) provides as follows: a. Regulation 15(1) An NHS Trust may appoint committees of the Trust consisting wholly or partly of directors of the Trust or wholly of persons who are not directors of the Trust. b. Regulation 15(2) A committee appointed under paragraph 15(1) may appoint subcommittees which may comprise wholly or partly of members of the committee (whether or not they are directors of the Trust) or wholly of persons who are not member of the committee (again, whether or not they are directors of the Trust). c. Regulation 16 provides that an NHS Trust may make arrangements for the exercise of any of the Trust s functions on behalf of the Trust by a committee or subcommittee appointed under regulation 15 subject to such restrictions and conditions as the Trust thinks fit. There are some limited exceptions to regulations 15 and 16, such as the Trust must appoint a committee of the Chairman and Non-Executive Directors to appoint the Chief Executive (known as the Chief Officer within the 1990 Regulations) and a committee of the Chief Executive, the Chairman and Non-Executive Directors to appoint the other executive officers. The NHS Act 2006 Schedule 4 paragraph 18 also confirms that an NHS Trust may enter into arrangements for the carrying out, on such terms as the NHS trust considers appropriate, of any of its functions jointly with any Special Health Authority, Local Health Board or other NHS trust, or any other body or individual. All of the above requirements, as applicable to SRFT as an NHS foundation trust and PAT as an NHS trust, are provided for within the Combined Standing Orders for the Board of Directors of SRFT and PAT, and reflected within this Scheme of Reserved and Delegated Powers. 1.3 Codes of Conduct Board Directors and Governors have specifically subscribed to their respective Codes of Conduct and should be aware that the principles of the Codes of Conduct, and The NHS Code of Accountability as incorporated in the Corporate Governance Framework Manual, remain fundamental in exercising their responsibilities for regularity and probity. Directors should promote their observance of these principles to all staff. 1.4 Accountability The Board remains accountable for all of its functions, including those delegated to the Chairman, individual directors or officers, and committees, and must therefore receive information about the exercise of delegated functions to enable it to receive appropriate assurance about performance and maintain an overall monitoring role. 149

150 1.5 Role of the Chief Executive All powers of the Trust which have not been retained as reserved by the Board or delegated to a committee or sub-committee shall be exercised on behalf of the Board by the Chief Executive. The Chief Executive shall prepare a Scheme of Delegation identifying which functions he/she shall perform personally and which functions have been delegated to other directors and officers. 1.6 Caution over the Use of Delegated Powers Powers are delegated to directors and officers on the understanding that they would not exercise delegated powers in a matter that in their judgment was likely to be a cause for public concern. 1.7 Absence of Director or Officer to whom Powers have been Delegated In the short-term absence of a director or officer to whom powers have been delegated those powers shall be exercised by that director or officer's superior unless alternative arrangements have been approved by Board. In the short-term absence of the Chief Executive, powers delegated to him/her may be exercised by the Chairman, having taken the advice of the Executive Director of Finance, unless alternative arrangements have been approved by Board. 1.8 Directors' Ability to Delegate their own Delegated Powers The Scheme of Delegation shows only the "top level" of delegation within the Trust. The Scheme is to be used in conjunction with the system of budgetary control and other established procedures within the Trust. 150

151 1. SECTION 1 DECISIONS RESERVED TO THE COUNCIL OF GOVERNORS The Governors of SRFT must act in the best interests of SRFT and Group. Shadow Governors should act in the best interests of PAT, SRFT and Group. All Governors should adhere to Group values and codes of conduct. Notwithstanding the statutory duty of Governors to hold the SRFT Non-Executive Directors to account for the performance of the SRFT Board, it is important that the SRFT Board of Directors and the SRFT Council of Governors (and, in recognition of the long term aim of SRFT to establish a Group with PAT as the first member, the Group CiC and the Shadow Group Council of Governors Committee) see their interaction as primarily being one of constructive partnership. The SRFT Council of Governors and the Shadow Group Council of Governors Committee should acknowledge the overall responsibility of the SRFT Board of Directors for the oversight of the running of SRFT, and the Group CiC for the running of SRFT and PAT, and should not try to use the powers of the Council of Governors to veto the decisions of the Board of Directors or the Group CiC. The SRFT Board of Directors and SRFT Council of Governors should seek to work together effectively in their respective roles and avoid unconstructive adversarial interaction. The SRFT Board of Directors and SRFT Council of Governors have established a clear policy detailing how disagreements between the SRFT Council of Governors and Board of Directors will be resolved. This policy should also be applied to disagreements affecting the Group CiC, the SRFT Council of Governors and/or the Shadow Group Council of Governors Committee. In accordance with the NHS Act 2006, all powers vested in the SRFT Council of Governors are reserved to the SRFT Council of Governors and cannot be delegated. The SRFT Council of Governors may establish committees to undertake specific duties and provide recommendations for decision by the SRFT Council of Governors. These arrangements are described below. REF RESERVED TO DECISIONS RESERVED TO THE COUNCIL OF GOVERNORS N/A Council of Governors In accordance with the Standing Orders of the Council of Governors and the Trust s legal framework, the Council of Governors may not delegate any of its powers to a committee or sub-committee, but it may appoint committees consisting of its members, Directors, and other persons to assist the Council of Governors in carrying out its functions. The Council of Governors may, through the Secretary, request that advisors assist them or any committee they appoint in carrying out its duties. N/A Council of Governors Regulations and Control 1 To hold the Non-Executive Directors individually and collectively to account for the performance of the Board of Directors 151

152 REF RESERVED TO DECISIONS RESERVED TO THE COUNCIL OF GOVERNORS 2 Approve, suspend, vary or amend the Standing Orders (SOs) of the Council of Governors for the regulation of its proceedings and business 3 Receive reports from committees to take appropriate action thereon 4 Confirm the recommendations of the committees 5 6 Establish terms of reference and reporting arrangements of all committees that are established by the Council of Governors Require and receive the declaration of Governors interests which may conflict with those of the Trust and determining the extent to which that member may remain involved with the matter under consideration N/A Council of Governors Appointments/Dismissal 1 To appoint or remove the Trust's external auditor 2 To appoint or remove an external auditor of any other aspect of the Trust affairs 3 To approve an appointment (by the Non-Executive Directors) of the Chief Executive 4 To appoint or remove Non-Executive Directors (including the Chairman) 5 To appoint the Lead Governor of the Council of Governors 6 To appoint or remove the Chairman and the other Non-Executive Directors or Governors, subject to complying with the procedures incorporated in the Constitution N/A Council of Governors Strategy, Business Plans and Budgets 1 To decide the remuneration and allowances and other terms and conditions of office, of the Non- Executive Directors (including the Chairman) 2 Approve significant transactions as defined within the Trust s Constitution 3 Approve an application by the Trust to merge with or acquire another trust, separate the trust or to be dissolved 152

153 REF RESERVED TO DECISIONS RESERVED TO THE COUNCIL OF GOVERNORS 4 Approve any increase of 5% or more in income attributable to activities other than the provision of goods and services for the purposes of the health service in England (including but not limited to private health service provision i.e. any non-nhs income) in a financial year N/A Council of Governors Policy determination 1 2 Preparation and review of the Trust's Membership and Public Engagement Strategy and the policy for the composition of the Council of Governors and of the Non-Executive Directors Provide views to the Board of Directors when the Board of Directors is preparing the document containing information about the Foundation Trust s forward planning N/A Council of Governors Audit No decisions reserved N/A Council of Governors Annual Report and Accounts 1 To receive and accept the Annual Accounts and any report of the External Auditor on them and the Trust s Annual Report N/A Council of Governors Monitoring no decisions reserved 153

154 2. SECTION 2 FUNCTIONS/DUTIES TO BE PERFORMED BY COUNCIL OF GOVERNORS COMMITTEES REF COMMITTEE FUNCTIONS OF THE COUNCIL OF GOVERNORS COMMITTEES N/A Shadow-Group Council of Governors Committee 1. To ensure effective representation of the interests of SRFT and PAT members and the public served by Group. 2. To effectively engage with and involve local stakeholders of SRFT and PAT. 3. Provide views to the Group Committees in Common (CiC) as part of the Group forward planning process. 4. To support the SRFT Council of Governors in its performance of its statutory and other duties, including but not limited to: Reviewing and providing recommendations for the approval, variation or amendment of the Standing Orders (SOs) of the Council of Governors for the regulation of its proceedings and business Reviewing and making a recommendation as to the appointment or removal of SRFT's external auditor Reviewing and making a recommendation as to the appointment or removal of an external auditor of any other aspect of SRFT s affairs Reviewing and making a recommendation as to the approval of significant transactions as defined within SRFT s Constitution Reviewing and making a recommendation as to the approval of any application by SRFT to merge with or acquire another trust, separate the trust or to be dissolved Reviewing and making a recommendation as to the approval of any increase of 5% or more in income attributable to SRFT activities other than the provision of goods and services for the purposes of the health service in England (including but not limited to private health service provision i.e. any non-nhs income) in a financial year Reviewing and making recommendations to the policy for the composition of the SRFT Council of Governors and of the SRFT Non-Executive Directors Provide views to the Board of Directors when the Board of Directors is preparing the document containing information about SRFT s forward planning Reviewing and making recommendations to the SRFT Council of Governors as to the Group Membership and Public Engagement Strategy (including the SRFT Membership and Public Engagement Strategy) To review the Annual Accounts and any report of the External Auditor on them and the Trust s Annual Report and to provide a recommendation to the Council of Governors as to whether to accept them 5. The Committee will consider any reports from the Nominations, Remuneration and Terms of 154

155 REF COMMITTEE FUNCTIONS OF THE COUNCIL OF GOVERNORS COMMITTEES N/A Nominations, Remuneration and Terms of Office Committee Office Committee on its work and make such recommendations as it sees fit to the SRFT Council of Governors, to be presented to the SRFT Council of Governors at the same time as any reports from the Nominations, Remuneration and Terms of Office Committee. 6. In collaboration with Group CiC, the Committee will review assurances on the overall performance of Group, and as part of this, report to the SRFT Council of Governors on assurances sought with respect to SRFT s overall performance. 7. The Committee will also seek to engage with both SRFT and PAT members and key stakeholders and will represent their views in any discussions with the Group CiC. 8. The Committee may establish terms of reference and reporting arrangements of any committee that may be established by the Shadow Group Council of Governors Committee. 1. The Committee will oversee the process for making appointments to the position of Non- Executive Director and the Chairman and will recommend appointments, to such positions, to the Council of Governors. 2. The Committee shall consider the remuneration, allowances and other terms and conditions of office, of the Chairman and other Non-Executive Directors, taking into account benchmarking against other similar organisations, including NHS Foundation Trusts and taking specialist advice. 3. The Committee will develop, monitor and seek feedback on a process for the evaluation of performance and contribution on the part of Non-Executive Directors and the Chairman. 4. The Committee will receive summarised reports as to the performance of the Non-Executive Directors (from the Chairman) and the Chairman (from the Senior Independent Director) on an annual basis. 5. The Committee will provide assurance on these matters to the Council of Governors. 155

156 3. DECISIONS RESERVED TO THE BOARD General enabling provision Regulation and Control Appointments/ Dismissal DECISIONS RESERVED TO THE BOARD The Board may determine any matter, for which it has delegated or statutory authority, it wishes in full session within its statutory powers. 1 Standing Orders: To approve Standing Orders (SOs), a schedule of matters reserved to the Board and Standing Financial Instructions for the regulation of its proceedings and business. To suspend Standing Orders. To vary or amend the Standing Orders. To ratify any urgent decisions, which the Board has retained to itself, taken by the Chairman and Chief Executive in accordance with SO 4.2. To ratify or otherwise instances of failure to comply with Standing Orders by the Board brought to the Chief Executive s attention in accordance with SO 4.7. To discipline members of the Board who are in breach of statutory requirements or SOs. 2 Scheme of Delegation: To approve a scheme of delegation of powers from the Board to committees. 3 Declaration of Interests: To require and receive the declaration of Board members interests that may conflict with those of the Trust and determining the extent to which that member may remain involved with the matter under consideration. 4 Funds Held on Trust: To approve arrangements relating to the discharge of the Trust s responsibilities as a corporate trustee for funds held on trust. 5 Committees and sub-committees: To establish terms of reference and reporting arrangements of all committees and sub-committees that are established by the Board. To confirm the recommendations of the Board s committees (including the Group Committees in Common) where those committees do not have the delegated power/authority. To confirm the appointment and the Terms of Reference of the Audit Committee, Nominations Committee and (and Charitable Funds Committee - to be confirmed) by the Group Committees in Common. 1 Vice Chairman: To appoint the Vice Chairman of the Board. 156

157 Strategy and Annual Plan Audit Annual Report and Accounts DECISIONS RESERVED TO THE BOARD 2 Secretary: To appoint and dismiss the Secretary in consultation with the Council of Governors. 3 Committees: To appoint and dismiss committees (and individual members) that are directly accountable to the Board. 1 Strategy: To receive and approve the Trust s Strategic Plan. 2 Annual Plan: To receive and approve the Trust s Annual Plan (including financial plan). 1 External Auditor: To approve the appointment (and where necessary dismissal) of External Auditors. To approve external auditors arrangements for the separate audit of funds held on trust, and the submission of reports to the Audit Committee meetings who will take appropriate action 1 To receive the Trust's Annual Report, Quality Account and Annual Accounts prior to approval by the Audit Committee. 2 To receive the Trust s Annual Report and Accounts for funds held on trust prior to approval by the Charitable Funds Committee. Monitoring 1 To receive such reports as the Board sees fit from committees in respect of their exercise of powers delegated. 157

158 4. 5. DECISIONS / DUTIES DELEGATED BY THE BOARD TO COMMITTEES 5.1 Decisions Delegated To SHADOW GROUP BOARD (Group Committees in Common herein Group CiC ) General enabling provision Regulations and Control Appointments/ Dismissal DECISIONS DELEGATED TO GROUP CiC Save as otherwise required by law, the Board delegates the exercise of all functions other than as set out within this Scheme of Reservation of Powers & Delegation of Powers to the Group CiC. 1 Standing Orders: To suspend Standing Orders in so far as they relate to Group CiC. To recommend any required variation or amendment of Standing Orders for approval by the Board. To ratify or otherwise instances of failure to comply with Standing Orders by the Group CiC brought to the Chief Executive s attention in accordance with SO Declaration of Interests: To require and receive the declaration of Group CiC members interests that may conflict with those of the Trust and determining the extent to which that member may remain involved with the matter under consideration. To require that Audit Committee ensures appropriate policy and process is in place for the declaration and review of officers interests that may conflict with those of the Trust. 3 Structures, Processes and Procedures: To adopt the organisation structures, processes and procedures to facilitate the discharge of business by the Trust and to agree modifications thereto. 4 Committees: To receive reports from committees, including Audit Committee and Nominations/Appointments, Remuneration and Terms of Service Committee (and Charitable Funds Committee - to be confirmed) and to take appropriate action. To confirm the recommendations of the Trust s committees where the committees do not have executive powers and the Group CiC does. 5 Bailer for Patients Property: To approve arrangements relating to the discharge of the Trust s responsibilities as a bailer for patients property. 1 Vice-Chairman: To confirm the Vice Chairman of the Group CiC. 2 Secretary: 158

159 DECISIONS DELEGATED TO GROUP CiC To confirm the Secretary of the Group CiC. Strategy, Business Plans and Budgets 3 Committees: To appoint, and confirm to the Board, the terms of reference of an Audit Committee, Nominations/Appointments Committee (and Charitable Funds Committee - to be confirmed) in accordance with statutory requirements, and receive and review regular reports with respect to the delivery of their objectives. To report to the Board with respect to the delivery of the objectives of the Audit Committee, Nominations/Appointments Committee (and Charitable Funds Committee - to be confirmed), without prejudice to the ability of such committee to report directly to the Board on any other matter where it considers it necessary in light of the Board s statutory duties and responsibilities to do so. To appoint and dismiss committees (and individual members), other than Audit Committee, Nominations/ Appointments Committee (and Charitable Funds Committee - to be confirmed), that are directly accountable to the Group CiC, including setting of their terms of reference and determining any delegation of powers and functions that may be appropriate. To confirm appointment of members of any committee of the Trust as representatives on outside bodies Group Governing Objectives: To set the Trust s vision and governing objectives, and with due regard to the ultimate intention of SRFT to establish a Group operation. Group strategy and planning: To set the Group and Trusts strategy, and with due regard to the ultimate intention of SRFT to establish a Group operation, to make strategic decisions and provides direction to the Care Organisations (including strategic analysis). Workforce & Talent Management Strategy: To lead the development of the Trust s workforce and deliver the Trust s Workforce and Talent Management Strategy in conjunction with Care Organisations and with due regard to the ultimate intention of SRFT to establish a Group operation. 4 Resource Allocation: To allocates and directs resource based on clear methodology for prioritisation (OPEX budgets and CAPEX) 5 Business Development: To identify and investigate business development opportunities (clinical and commercial) 6 Brand: To establish and manage the Trust brand to complement development of an ultimate Group brand (in recognition of the ultimate intention of SRFT to establish a Group operation) and to support Care Organisation local branding 159

160 Policy DECISIONS DELEGATED TO GROUP CiC 7 Asset Management: To ensure the strategic management of the Group s assets. 8 Business Cases: To approve Outline and Final Business Cases for Capital Investment. 9 Land and Buildings: To ratify proposals for acquisition, disposal or change of use of land and/or buildings. 10 Finance: To approve PFI proposals. To approve the opening of bank accounts. 11 Contracts and Leases: To approve proposals on individual contracts (other than NHS contracts) of a capital or revenue nature in line with SFIs To approve any contract or lease being entered into by any of the Trust s Hosted Services in line with the SFIs 12 Compensation: To approve individual compensation payments (except where part of the NHS Litigation Authority or employment tribunal arrangements) in line with SFIs. Approve proposals in individual cases for the write off of losses or making of special payments above the limits of delegation to the Chief Executive and Director of Finance (for losses and special payments). 13 Insurance: To review use of NHSLA risk pooling schemes (e.g. LPST/CNST/RPST) or approve and review use of other appropriate insurance arrangements. 1 2 Definition of Group Policy on policies, processes and standards: To set Group-wide processes and standards (clinical and non-clinical) applicable across Trusts and all Care Organisations. Risk Management: To approve the Trust s policies and procedures for the management of risk 3 Knowledge Management: To ensures cross-sharing and external learning 4 Improvement Science & Change Management: To lead capability development and provide scale for improvement in Care Organisations 160

161 DECISIONS DELEGATED TO GROUP CiC 5 Shared Services: To identifies/prioritise opportunities to centralise services and to hold to account management of the shared services centre Audit 1 Audit: To ensures effective processes are in place for regular audit of clinical standards and patient experience to support performance data provided by the Care Organisations. Annual Report and Accounts 1 Annual Report and Accounts: To ensure appropriate delegation of the review and approval of the Annual Report, Quality Account and Annual Accounts to the Audit Committee. To receive the Annual Report, Quality Account and Annual Accounts prior to approval by the Audit Committee. To ensure the Board receives the Annual Report, Quality Account and Annual Accounts prior to approval by the Audit Committee. 2 Annual Report and Accounts for Funds Held on Trust: To ensure appropriate delegation of the review and approval of the Trust's Annual Report and Accounts for Funds Held on Trust to the Charitable Funds Committee. To receive the Annual Report and Accounts for Funds Held on Trust prior to approval by the Charitable Funds Committee. To ensure that the Board receives the Annual Report and Accounts for Funds Held on Trust prior to approval by the Charitable Funds Committee. Monitoring 1 Assurance: To provide assurance to stakeholders (including but not limited to the Council of Governors, regulators, members and the public) 2 Performance Management: To ensure effective arrangements are in place for holding the Care Organisations to account for the performance of the business. 3 Reporting: To receive such reports as the Group CiC sees fit from committees in respect of their exercise of powers delegated. To ensure continuous appraisal of the affairs of the Trust by means of the provision of reports to the Group CiC as the Group CiC may require from directors, committees, and officers of the Trust as set out in management policy statements. All monitoring returns required by the DH and the Charity Commission shall be reported, at least in summary, to the Group CiC Receive reports from the Chief Finance Officer on financial performance against budget and Local Delivery Plan. 161

162 DECISIONS DELEGATED TO GROUP CiC Receive reports on actual and forecast income from Service Level Agreements. 4 Self-certifications and associated assurances Where permitted by the law and/or by the regulator, receive, review and approve all self-certifications and associated assurances. DECISIONS/DUTIES DELEGATED BY THE SHADOW GROUP BOARD (GROUP CiC) TO STATUTORY COMMITTEES REF COMMITTEE DECISION/DUTIES DELEGATED BY THE BOARD TO COMMITTEES Group Governance Framework Manual Audit Committee (Group Audit Committees in Common) The Committee shall: Review the establishment and maintenance of an effective system of integrated governance, risk management and internal control, across the whole of Group, SRFT and PAT s activities (both clinical and non-clinical), that support the achievement of the organisations objectives. Review the adequacy of: - all risk and control related disclosure statements (in particular the Annual Governance Statement), together with any accompanying Head of Internal Audit statement, external audit opinion or other appropriate independent assurances; - underlying assurance processes that indicate the degree of the achievement of corporate objectives, the effectiveness of the management of principal risks and the appropriateness of the above disclosure statements; - policies for ensuring compliance with relevant regulatory, legal and code of conduct requirements - policies, plans and procedures for all work related to fraud and corruption as set out in Secretary of State Directions and as required by NHS Protect; - system of risk management across the whole of the organisations activities (clinical and nonclinical) and receive regular monitoring information against the management of risks judged as significant and provide verification to the Group Committee on the systems in place for the management of risk across the Group; - arrangements by which staff can raise issues in confidence about possible improprieties in matters of financial reporting and control, clinical quality, patient safety or other matters; Ensure that there is an effective internal audit function established by management that meets mandatory NHS Internal Audit Standards and provides appropriate independent assurance to the Audit Committee, Chief Executive, Group CiC, Care Organisations and the SRFT and PAT Boards. Receive all Head of Internal Audit Opinions (Group, statutory bodies and Care Organisations). 162

163 REF COMMITTEE DECISION/DUTIES DELEGATED BY THE BOARD TO COMMITTEES Review and monitor the external auditor s independence and objectivity and the effectiveness of the audit process. In particular, review the work and findings of the External Auditor appointed by the SRFT Council of Governors and PAT Board and consider the implications and management's responses to their work. Consider the appointment and performance of the External Auditor for SRFT and establish an Auditor Panel to make recommendations to the Board on the appointment of an External Auditor for PAT. Review all External Audit reports, including agreement of the annual audit letter before submission to the Board and any work carried outside the annual audit plan, together with the appropriateness of management responses Ensure that there is in place a clear policy for the engagement of external auditors to supply non audit services, with particular reference to the fee cap and prohibited services Review the Annual Accounts on behalf of the Boards and approve the signing of the relevant annual accounts certificates (both Exchequer and Charitable Funds). Review that actions falling out from reports by external or internal auditors have been implemented. Review and agree the External Auditors Annual Letter, and management response to it. Consider any report issued involving the Trusts by the Public Accounts Committee or Comptroller and Auditor General and advise the Group CiC and Boards on the appropriate response. Review annually the Corporate Governance Framework documents and circumstances and instances when the Group Standing Orders (Board) are waived. Review Losses and Compensations paid and make any recommendations arising there from. Approve write-off of non-nhs debtors. Approve accounting policies. Monitor the implementation of policy of the Standards of Business Conduct and Codes of Conduct and Accountability on behalf of the Group CiC and Boards. Review the work of other committees within the organisation, whose work can provide relevant assurance to the Audit Committee's own scope of work. This will particularly include the Executive Assurance and Risk Committee of the Group Request and review reports and positive assurances from Directors and managers on the overall arrangements for governance, risk management and internal control. Review the Annual Report and Financial Statements prior to submission to Board. Ensure that the systems for financial reporting to the Group CiC, including those of budgetary controls, are subject to review as to completeness and accuracy of the information provided to the Group CiC Monitor procurement and the management of non-pay spend, and specifically have oversight of the Procurement Work Plan. 163

164 REF COMMITTEE DECISION/DUTIES DELEGATED BY THE BOARD TO COMMITTEES Group Governance Framework Manual Nominations, Remuneration and Terms of Service Committee (Nominations, Remuneration and Terms of Service Committees in Common) The Committee shall: Determine, as delegated by the Board via Group CiC, appropriate remuneration and terms of service for the Chief Executive and Executive Directors including:- - All aspects of salary (including any performance related elements). - Provisions of other non-pay benefits including pensions. - Arrangements for termination of employment and other contractual terms. Determine, as delegated by the Board via Group CiC, the remuneration and terms of service of the Chief Executive and Executive Directors, to ensure that they are fairly rewarded for their individual contribution to the Group having proper regard to the Group and individual Trust s circumstances and performance. Approve the design of any performance-related pay schemes operated by the organisation and approve individual payments made under such schemes to Executive Directors, and overall budget for performance-related pay schemes for Senior Leaders and Clinical Leaders Approve any salary band increases for Executive Directors and Senior Leaders Approve any recruitment and retention allowances for Executive Directors and senior leaders that fall outside agreed salary bands Monitor and evaluate, through the Chairman, the performance of the Chief Executive; and monitor and evaluate, through the Chief Executive, the performance of other Executive Directors Determine Group and Trust performance targets and levels of achievements and assess Group and Trust-level performance Advise on, and oversee, appropriate contractual arrangements for the Chief Executive and other Executive Directors including the proper calculation and scrutiny of termination payments taking account of such national guidance as is appropriate. Review the structure, size and composition of the Board and Group CiC and, where appropriate, make recommendations to the Board and Group CiC for change. Determine succession plans for the Chief Executive and Directors and assist in determining the responsibilities of and procedures for the appointment of Executive Directors, including the Chief Executive Be responsible for nominating candidates for appointment as Executive Directors on the SRFT Board, for approval by the CEO, Chairman and all other Non-Executive Directors at a meeting of Group CiC and appointing candidates to Executive Director positions on the PAT Board. Evaluate the balance of skills, knowledge and experience on the Board and Group CiC and, in the light of such evaluation, prepare descriptions of the roles and skills required for Non-Executive Director 164

165 REF COMMITTEE DECISION/DUTIES DELEGATED BY THE BOARD TO COMMITTEES Group Governance Framework Manual Group Governance Framework Manual Charitable Funds Committee (Charitable Funds Committees in Common) Group Executive Risk and Assurance Committee appointments (including the Chairman). Approve any locally-determined, major changes in Executive Directors, and Senior Managers benefits structures. The Committee shall: Apply all SRFT and PAT charitable funds in accordance with NHS Acts, Charities Acts and good practice and to ensure that decisions on the use or investment of such funds are restricted to the explicit conditions or purpose of each donation, bequest or grant. Make decisions involving the use of SRFT and PAT charitable funds for investments subject to the powers laid down in the Declaration of Trust and with regard to the Trustee Act 2000 and any subsequent legislation. Ensure that SRFT and PAT s policies and procedures for charitable funds and investments are followed. Appoint Investment Advisors and monitor the performance of SRFT and PAT charitable funds investment portfolio. Oversee and monitor the functions performed by the SRFT and PAT Executive Directors of Finance and Chief Executive with regard to the investment, accounting and reporting on the use of charitable funds. Receive the Annual Report and Accounts of the SRFT and PAT charitable funds for approval, or otherwise, before submission to the Charities Commission Oversee, co-ordinate, review and assess the effectiveness of the day to day management of the charitable funds. The Committee shall: Review and monitor the corporate performance of Group. Agree and monitor action plans where remedial steps are indicated to improve performance. Have overarching responsibility for risk and oversee the development and implementation of the Group s Assurance Framework and Risk Management Strategy, including the approval of key strategies and policies. Promote the risk management culture and risk appetite of Group. Ensure significant risks to the Group s Principal Objectives are managed effectively and efficiently. Ensure adequate assurance mechanisms exist and are appropriately monitored to enable selfcertifications and declarations of compliance with national standards and guidance to be confidently given. Review, and ensure any appropriate action is taken, with respect to matters reported via the Care Organisations Board Assurance Frameworks and Statements of Assurance. 165

166 REF COMMITTEE DECISION/DUTIES DELEGATED BY THE BOARD TO COMMITTEES Oversee an appropriate programme of Care Organisation Annual Plan Reviews, and ensure any required actions are taken to support the effective delivery of the Care Organisations Principal Objectives; Provide assurance to the Group CiC that ensures ongoing compliance with the constituent statutory bodies authorisation and statutory duties. Establish and maintain an effective relationship with Group Audit CiC, to provide confidence to the Group CiC with respect to the delivery of Group s Principal Objectives. Group Governance Framework Manual Group Executive Development Committee The Committee will: Oversee the development and delivery of Group s Strategic ambitions, identifying and ensuring effective management of risks, mitigation actions, and resource issues. Ensure adequate assurance mechanisms exist and are appropriately monitored with respect to the effective delivery Group s key strategic objectives and deliverables. Ensure significant risks to the delivery of Group s Strategic Objectives are reported, with effective mitigation plans, to Group Executive Risk and Assurance Committee. Work in collaboration with the Strategy and Investment Committee in order that it may fulfil its responsibility to provide independent and objective review of, and assurances, in relation to major strategic change initiatives and investment/divestment programmes that impact upon Group outcomes and direction. Report to the Strategy and Investment Committee to confirm progress against approved implementation plans for current strategic programmes, any exceptions to these plans and agreed actions to mitigate. 166

167 3. SECTION 5 DELEGATIONS DERIVED FROM THE ACCOUNTING OFFICER MEMORANDUM (Encompassing the Accountable Officer Memorandum as applicable to PAT) REF DELEGATED TO DUTIES DELEGATED 5 Chief Executive Officer(CEO) Regardless of the source of the funding, accounting officers are responsible to Parliament for the resources under their control 7 CEO Responsibility for: the propriety and regularity of the public finances for which he or she is answerable the keeping of proper accounts prudent and economical administration in line with the principles set out in Managing public money1 the avoidance of waste and extravagance the efficient and effective use of all the resources in their charge. 9 CEO Personally sign the accounts and, in doing, so accept personal responsibility for ensuring their proper form and content as prescribed by NHSI in accordance with the Act comply with the financial requirements of the NHS provider licence ensure that proper financial procedures are followed and that accounting records are maintained in a form suited to the requirements of management, as well as in the form prescribed for published accounts (so that they disclose with reasonably accuracy, at any time, the financial position of the NHS foundation trust) ensure that the resources for which you are responsible as accounting officer are properly and well managed and safeguarded, with independent and effective checks of cash balances in the hands of any official ensure that assets for which you are responsible such as land, buildings or other property, including stores and equipment, are controlled and safeguarded with similar care, and with checks as appropriate ensure that any protected property (or interest in) is not disposed of without the consent of NHSI ensure that conflicts of interest are avoided, whether in the proceedings of the board of directors, or council of governors or in the actions or advice of the NHS foundation trust s staff, including yourself ensure that, in the consideration of policy proposals relating to the expenditure for which you are responsible as accounting officer, all relevant financial considerations, including any issues of propriety, regularity or value for money, are taken into account, and brought to the attention of the board of directors. 167

168 REF DELEGATED TO DUTIES DELEGATED 10 CEO Ensure that effective management systems appropriate for the achievement of the NHS foundation trust s objectives, including financial monitoring and control systems, have been put in place. 11 CEO Make sure that their arrangements for delegation promote good management and that they are supported by the necessary staff with an appropriate balance of skills. 12 CEO Particular responsibility to see that appropriate advice is tendered to the board of directors and the council of governors on all matters of financial propriety and regularity and, more broadly, as to all considerations of prudent and economical administration, efficiency and effectiveness 13 CEO The board of directors and the council of governors of an NHS foundation trust should act in accordance with the requirements of propriety or regularity. If the board of directors, council of governors or the chairman is contemplating a course of action involving a transaction which you as accounting officer consider would infringe these requirements, however, you should set out in writing your objection to the proposal and the reasons for this objection. If the board of directors, council of governors or chairman decides to proceed, you should seek a written instruction to take the action in question. You should also inform NHSI of the position, if possible before the decision is taken or in any event before the decision is implemented, so that NHSI, if it considers it appropriate, can intervene in accordance with its responsibilities under the Act. If the outcome is that you are overruled, the instruction must be complied with, but your objection and the instruction itself should be communicated without undue delay to the NHS foundation trust's external auditors and to NHSI. Provided that this procedure has been followed, the PAC can be expected to recognise that the accounting officer bears no personal responsibility for the transaction. 168

169 4. SECTION 6 DELEGATIONS FROM STANDING ORDERS SO REF DELEGATED TO AUTHORITIES/DUTIES DELEGATED 1.1 Chairman Final authority in interpretation of SOs. 3.1 Chairman Calling meetings Chairman Chair all Board meetings and associated responsibilities. 6.8 CEO Register(s) of interests CEO Ensuring best value for money is demonstrated for all services provided under contract or in-house CEO Demonstrating that the use of Private Finance represents best value for money and transfers risk to the private sector CEO Nominating an officer to oversee and manage a contract on behalf of the Trust CEO Nominating officers to enter into contracts of employment, regarding staff, agency staff or consultancy service contracts CEO Nominating officers with power to negotiate contracts with commissioners of healthcare and other authorities. 10.1(a) CEO Determining any items to be disposed of by sale or negotiation CEO Keeping Trust Seal in a safe place and maintaining register of sealings CEO/CFO Approving and signing all building, engineering, property or capital documents CEO Approving and signing all documents which will be necessary in legal proceedings CEO or CFO Signing on behalf of the Trust any agreement or document not required to be executed as a deed CEO Ensuring all directors and employees are notified of and understand Standing Orders. Annex A CEO Designating an employee responsible for receipt and custody of tenders before opening. Annex A CEO Designating employees responsible for opening tenders. Annex A CEO or CFO Deciding whether any late tenders should be considered. Annex A CFO Keeping lists of approved firms for tenders. 169

170 5. SECTION 7 DELEGATION FROM STANDING FINANCIAL INSTRUCTIONS SFI REF DELEGATED TO AUTHORITIES/DUTIES DELEGATED CEO Ensuring all directors and employees, present and future, are notified of and understand Standing Financial Instructions CFO Implementing the Trust's financial policies and coordinating corrective action and ensuring detailed financial procedures and systems are prepared and documented CFO Responsible for the security of the Trust's property, avoiding loss, exercising economy and efficiency in using resources and conforming to Standing Orders, Standing Financial Instructions and financial procedures CFO Form and adequacy of financial records of all departments Audit Committee Providing an independent and objective view on internal control and probity CFO Investigating any suspected cases of fraud or other irregularity, in conjunction with the Local Counter Fraud Specialist. 2.4 Audit Committee Reviewing, appraising and reporting in accordance with NHS Internal Audit Manual and best practice. 3 CFO Submitting budgets, monitoring performance against budget, submitting financial estimates and forecasts to the Board. 3 CEO Delegating budgets to budget holders and submitting monitoring returns to the Independent Regulator. 3.3 CFO Devising and maintaining systems of budgetary control. 4 CFO Annual accounts and reports. 5 CFO Banking arrangements. 6 CFO Income systems. 7 CFO Negotiating contracts for the provision of patient services. 7 CFO Regular reports of actual and forecast contract income and expenditure. 8 Remuneration etc Sub- Committee 8.4 CFO Payroll Making recommendations to the Board concerning remuneration and terms of service of directors and senior employees on MPS Terms and Conditions of Service. 9.1 CEO Determining, and setting out, levels of delegation of non-pay expenditure to budget managers CFO Prompt payment of accounts. 170

171 SFI REF DELEGATED TO AUTHORITIES/DUTIES DELEGATED CEO Authorising individuals to use and/or be issued with official orders CFO Ensuring that Standing Orders are compatible with NHS Executive requirements in respect of building and engineering contracts. 10 CFO Advising Board on borrowing and investment needs and preparing procedural instructions. 11 CEO/CFO Capital investment programme CEO/CFO Monitoring the capital programme CEO Maintenance of asset registers CEO Overall responsibility for fixed assets Directors and Employees Responsibility for security of Trust assets including notifying discrepancies to DoF, and reporting losses in accordance with Trust procedures. 12 CFO Responsibility for systems of control over stores and receipt of goods CEO Identifying persons authorised to requisition and accept goods from Supplies/Trust stores CFO Preparing procedures for recording and accounting for losses and special payments and informing NHS Protect of all frauds and informing police in cases of suspected arson or theft, and where appropriate involving the Local Counter Fraud Specialist (LCFS). 14 CFO Responsibility for accuracy and security of computerised financial data. 15 CEO Responsibility for ensuring patients and guardians are informed about patients' money and property procedures on admission. 17 CEO Retention of document procedures. 18 CEO Risk management programme. 18 CFO Insurance arrangements. See also Section 7 item

172 DETAILED SCHEME OF DELEGATION APPENDIX B This document provides a framework for decision-making responsibilities within the Trust. Directors are responsible for ensuring that all staff operates within the Scheme of Delegation and in accordance with Standing Orders and Standing Financial Instructions. The Scheme of Delegation identifies the lowest level to which a particular responsibility may be delegated. There is no requirement for Directors to delegate to this level. The levels of management/delegation referred to in this Scheme are as follows (definitions of these roles are set out in the Standing Financial Instructions): Chief Executive Officer(In the absence of the Chief Executive, urgent matters may be dealt with by the relevant Director and/or the Chairman) Chief Financial Officer Other (Group) Chief Officers Executive Director of Finance (In the absence of the Director of Finance, urgent matters may be dealt with by the Deputy Director of Finance) Other Executive Directors Care Organisation (CO) Chief Officers (accountable officers) Director of Finance (CO) Other CO Directors Management Boards Group CiC Divisional Managing Directors and Chairs of Division Service Managers / Assistant Directors of Nursing Senior Manager Authorised Signatories This Scheme of Delegation applies equally to all services Hosted by SRFT with detail of authorised signatories found within the detailed authorised signatories list for those services. It is for Executive Directors to identify within their Directorate those Officers whom they wish to authorise (Authorised Signatories) to exercise delegated authority within this Scheme of Delegation. Forms for this purpose are available from the Director of Finance and posted on the intranet. 172

173 1. Pay and Non Pay, Revenue and Capital Expenditure/Requisitioning/Ordering/Payment of Goods & Services/Budget virements. All limits exclude VAT. (Note restrictions at section 4c re leases) Up to 5,000 Category A Up to 10,000 Up to 25,000 Up to 100,000 Category B Category C Category D 100, ,999 Care Organisation Any CO Director, subject to procurement sign off 250, ,999 Care Organisation CO Accountable Officer and Director of Finance (CO) Where this is the same person, this must include CO Managing Director 500,000-1,499,999* *Anything 1m+ must be notified to Group S&I for information 1,500,000+ Group CiC Care Organisation CO Management Board Group: Chief Officer Group Group Chief Officer and Chief Finance Officer Group Executive Management Board 2. Maintenance/Operation of Bank Accounts Maintenance/Operation of Bank Accounts Group CiC 173

174 3. Management of Budgets General SFIs Section 3 Responsibility of keeping expenditure within budgets, and for ensuring income is received for services provided. At individual budget level (Income, Pay and Non Pay) At service level At Directorate/Departmental level For all other areas Virements - the transfer of funds between subjective lines within a budget or between budgets. Virement of funds is available within the delegated limits provided that there is no adverse effect on the Trusts financial position - Virement is available between pay and non-pay budgets provided that it is authorised by the Director of Finance Budget Manager Service Manager Divisional Directors/Department Director DoF (CO) or Appropriate Delegated Manager As per the budgetary limits determined above*** 3.1 Management of Budgets Pay Pay budgets are based upon approved establishments and these are an essential aspect of the management of the pay budgets. (a) (b) Authorisation of Timesheets / clock cards / claims for special duty / overtime, on-call etc. Authorisation of Waiting Lists Initiatives (within the current pay terms and conditions) Lead HR Officer for the CO listed under Category D (HR will work with CO s to define delegation requirements) Lead HR Officer for the CO listed under Category D (HR will work with CO s to define delegation requirements) 174

175 (c) Authorisation of use of temporary staff from Agencies, claims for medical sessional payments and internal bank / casual staff. i. Clerical ii. Medical locums iii. Nursing Lead HR Officer for the CO listed under Category D (HR will work with CO s to define delegation requirements) (d) (e) (f) (g) Approval of requests to fill vacant posts within the budgeted establishment. Approval of changes to budgeted establishment funded from within the CO s own budget Approval of changes to budgets which are backed by additional income Approval of other increase in budgeted establishment funded from resources not currently within the CO s own budget. Service Manager / Departmental Manager subject to approval Managing Director, Chair of Division or equivalent Value to be approved by Director of Finance (CO). Allocation to individual budget lines by Managing Director, Chair of Division or equivalent Chief Financial Officer SFI Section Management of Budgets Non Pay SFIs Section 9 Standing Orders Sec.9 Standing Orders Annex A 175

176 (The limits set out below apply equally to Capital Expenditure / Requisitioning / Ordering / Payment of Goods & Services) No Order should be artificially arranged so as to circumvent financial limits. All orders must be placed using the Trusts approved e-ordering system except where expressly approved by the Director of Finance. The limits below apply to both stock and non-stock and non-recoverable VAT is to be included (staff should ensure that quotes are obtained via the Procurement Department) Up to 15,000 (2 verbal quotations)* Authorised Signature as agreed by Executive Director, Managing Director or equivalent or Deputy Managing Director Between 15,000 & 50,000 (3 formal/written quotations)* Between 50,000 and the applicable OJEU threshold for both NHS Foundation Trusts and NHS Trusts, the required goods or services should be obtained by issuing a tender or utilising an appropriate framework agreement. The selected route should be based on obtaining best value for money. In all cases, advice from the Procurement Department must be sought Between the applicable OJEU threshold for both NHS Foundation Trusts and NHS Trusts and 1,499,999 a fully compliant EU procurement process must be followed. Where possible, a minimum of 5 tenders should be sought to ensure best value is obtained. Service Manager / Departmental Head / Selected Deputy Departmental Heads (as listed in authorised signatory data table in Trust s financial ledger). Approval limits as per section 1 Approval limits as per section 1 Over 1,500,000 a fully compliant EU procurement process must be followed. Where possible, a minimum of 5 tenders should be sought to ensure best value is obtained Approval limits as per section 1 176

177 a) Signing of contracts for goods & services and subsequent variations to contracts, (following the conclusion of the procurement within the levels set at 1.2 above). Chief Executive, Executive Director or other officer as duly authorised by the Group CiC. SO (Board) Para 10.1 b) Waivering of quotations (revenue or capital) between the value of 15k - 50k, subject to SFIs c) Waivering of tenders (revenue or capital) between value of 50k and the applicable OJEU threshold for both NHS Foundation Trusts and NHS Trusts, subject to SFIs Procurement Director/ Chief Procurement Officer or Care Organisation Director of Finance - All waivers to be reported to Audit Committee Chief Finance Officer or Care Organisation Director of Finance - All waivers to be reported to Audit Committee d) Opening Tenders and Quotations Head of Procurement and Deputy DoF or Assistant DoF plus one other Senior Manager SFIs SFIs Tender Variations Approving Tender Variations: up to 10% up to 15k whichever is the lower (within available budget) In accordance with the agreed authorisation levels within each specialty / department Approving Tender Variations > 10% or 15k up to a maximum of 25k (within budget available). Approving Tender Variations > 10% or 15k up to a maximum of 25k (outside budget available). Executive Director, Managing Director or equivalent, Deputy Managing Director, Chair of Division or equivalent Executive Director, Managing Director, Chair of Division or equivalent Deputy DoF Approving Tender Variations > than 10% and over 25k Chief Financial Officer reported to Audit committee SFIs

178 4. Capital Programme / Schemes SFIs Section 11 Standing Orders Sec.9 Standing Orders Annex A Authorisation of Capital Projects / Capital Programme. Waiving of formal tendering procedures / requirement for written quotation / acceptance of lowest quotation other than the lowest quotation. Authorisation to exceed scheme approved budget. Group CiC with day to day expenditure committed in line with 1.2 above with the exception of the Applicable OJEU threshold for both NHS Foundation Trusts and NHS Trusts which for capital (works) schemes is 4,104,394 ( 5,225,000) Group CFO / Director of Finance (CO) subject to approval levels in section 1 Group CiC Selection of architects, quantity surveyors, consultant engineer and other professional advisors within EU regulations Executive Director, Managing Director or equivalent Financial monitoring and reporting on all capital scheme expenditure Granting and termination of leases of > 100,000 Assistant Director of Finance, Deputy Director of Finance Group CiC 5. Setting of Fees and Charges SFIs Sections 6 & 7 a) Private Patient, Overseas Visitors, Income Generation and other patient related services. Group CFO and Director of Finance (CO) in agreement 178

179 b) Price of NHS Service Level Agreements Director of Finance (CO)/ Deputy Director of Finance (CO) and Managing Directors c) Signing of Service Level agreements with Commissioners SLA values up to 10 million SLA values over 10 million CO Deputy Director of Finance CO Accountable officer / Director of Finance (CO) 6. Engagement of Management Consultancy Staff SFIs Section 9 a) Non Medical Consultancy Staff (subject to procurement routes in 1 above and any extant regulatory requirements e.g. the Monitor consultancy cap). b) Where aggregate commitment in any one year (or total commitment) is less than 25,000 c) Where aggregate commitment in any one year is more than 25,000 Managing Director or equivalent, Chair of Division. or equivalent/ Director of Finance Managing Director, Chair of Division or equivalent / Relevant Director Chief Executive or Executive Director of Finance d) Engagement of Trust's Solicitors Chief Executive / Executive Director of Finance / Relevant Director / Authorised Managers 7. Expenditure on Charitable and Endowment Funds 179 Charitable Funds Committee (CFC) should agree in principle expenditure on charitable and endowment funds, expenditure signatories thereafter are as follows:

180 Up to 5,000 Up to 15,000 Up to 25,000 Up to 50,000 Over 50,000 Fund holders Divisional Directors CO Directors Chief Financial Officer CFC 8. Agreements/Licences/Leases SFI Section 7 a) Preparation and signature of all tenancy agreements/licences for all staff subject to Trust Policy on accommodation for staff Director of Finance (Finance will work with CO s to define delegation requirements) b) Extensions to existing leases Executive Director of Finance or Director for Service Strategy and Development (or nominated deputy) c) Letting of premises to outside organisations Chief Executive & Executive Director of Finance d) Approval of rent based on professional assessment Executive Director of Finance / Deputy DoF e) Signing of Lease Documentation Group CiC 9. Condemning & Disposal SFIs Section 13 Items obsolete, obsolescent, redundant, irreparable or cannot be repaired cost effectively Executive Director, Managing Director, Chair of Div. or equivalent / Senior Manager Involved DoF or Deputy 180

181 10. Losses, Write-off & Compensation (all items to be reported to the Audit Committee bi-annually) All limits in this section apply per case. Manual for Accounts SFI Section 13 CNST and RPST (NHSLA) Membership Rules. a) Losses and Cash due to theft, fraud, overpayment & others i. Up to 50,000 ii. Over 50,000 i. Director of Finance (CO) ii. CO Management Board b) Fruitless Payments (including abandoned Capital Schemes) i. Up to 250,000 ii. Over 250,000 i. Director of Finance (CO) ii. CO Management Board c) Bad Debts and Claims Abandoned. Private Patients, Overseas Visitors & Other i. Individual debts up to 5,000 ii. Individual debts over 5,000 i. Director of Finance (CO) ii. CO Management Board d) Damage to buildings, fittings, furniture and equipment and loss of equipment and property in stores and in use due to culpable causes (eg fraud, theft, arson) or other i. Up to 50,000 ii. Over 50,000 i. Director of Finance (CO) ii. CO Management Board e) Compensation payments made under legal obligation Lead HR Officer for the CO listed under Category D - for staff compensation CO Director of Finance - for non-staff compensation 181

182 f) Extra Contractual payments to contractors i. Up to 50,000 ii. Over 50,000 i. Director of Finance (CO) ii. CO Management Board Ex-Gratia Payments (all reported to Audit Committee in half yearly losses reports). g) Patients and staff for loss of personal effects: i. Less than 2,000 (patients) ii. Less than 1,000 (staff) iii. Over 1,000 h) For settlement of insured risks: Clinical Non-Clinical Up to value of Excess N.B. above excess level is insured risk and therefore no issue for the Trust i. CO Director of Nursing ii. Managing Director or equivalent iii. Executive Director Managing Director or equivalent i) Settlement of non-insurance claim risks: Up to 10,000 (Clinical & Non-Clinical) Managing Director or equivalent 20,001-50,000 (Clinical & Non-Clinical) CO Accountable Officer or Director of Finance (CO) 50,001 and above (Clinical & Non-Clinical) Group CiC j) Employment related settlements: - Up to 10,000 HR Lead for the CO listed under Category D - Over 10,000 CO Accountable Officer or Director of Finance(CO) 182

183 Other, except cases of maladministration where there was no financial loss by claimant i. Up to 50,000 ii. Over 50,000 i. Deputy Director of Finance (CO) ii. Director of Finance (CO) k) Write back of NHS Debtors i. Up to 25,000 ii. Over 25,000 *all instance must be reported to Audit Committees i. Deputy Director of Finance (CO) ii. Director of Finance (CO) 11. Reporting of Incidents to the Police SFIs Sections 2 & 11 Trust Policy on Violence & Aggression Appendix 6 a) Where a criminal offence is suspected: criminal offence of a violent nature other (except fraud) b) Where a fraud is involved the police are notified in accordance with the Trust s Fraud Response Plan CO Director or Senior Manager on call Director of Finance (CO)/ Deputy Director of Finance 12. Petty Cash Disbursements (not applicable to central Cashiers Office) SFIs Sections 6 a) Expenditure up to 30 per item Petty Cash Holder 183

184 b) Reimbursement of patients monies up to 100 c) Reimbursement of patients monies in excess of 100 All patient monies must be lodged with the central cashiers department of the relevant hospital and receipted. Reimbursement must be requested by the Service Manager. 13. Receiving / Registering Hospitality Applies to both individual and collective hospitality items of all value. SFI Section 17 & Code of Conduct for NHS Staff (page 13 section ). SFI Section 9.2.6(d) a) Declaration required in Trust s Hospitality Register held by the Director of Corporate Services All staff In situations where individuals believe that a supplier has offered an inappropriate inducement this should be reported to the line manager who will refer it upwards as appropriate. 14. Compliance with Relevant Laws Ensure compliance with relevant laws and regulations, internal policies and procedures and that all expenditure is lawful. All Senior Managers, General Managers, Line, Ward and Departmental Managers. (The Declaration of Interests document signed each year will provide assurance that compliance with this provision is evidenced.) Corporate Governance Framework Manual. 184

185 15. Implementation of Internal and External Audit Recommendations Relevant Manager plus Executive Director of Finance Section 1.4 (P.20) plus section 2.4 (p.43). SFI Section 2 & Appendix 7A 16. Maintenance & Update on Trust Financial Procedures Chief Finance Officer Section 1.5 (page 22) 17. Investment of Funds CO Chief Officer SFIs Section Contracted Personnel & Pay additional items within existing Terms and Conditions of Employment. (These limits apply to items within the budgets available) NOTE: Expenditure related to non contracted pay is detailed at section 3.1 a) Additional Increments The granting of additional increments to staff within budget: o Senior Medical Staff o Other Staff HR Lead in the CO listed under Category D b) Upgrading & Regrading All requests for upgrading/regrading shall be dealt with in accordance with approved Procedure (value relates to the increase in pay). HR Lead in the CO listed under Category D 185

186 c) Protected Wage / Salary Payments The protection of wages / salary payments will be in accordance with the approved Policy. HR Lead in the CO listed under Category D d) Creation of New Management Posts (within available resources and management costs targets) i. Up to Trust Grade 4 / up to AFC Band 7 ii. Trust Grade 3 to 1 / AFC Band 7 and above iii. Executive Director e) Authority to complete standing data forms effecting pay, new starters, variations and leavers. i. Chair of Division ii. Director of OD & Corporate Affairs + relevant directors/chairs of Division iii. Group CiC Lead HR Officer for the CO listed under Category D (HR will work with CO s to define delegation requirements) f) Authority to complete and authorise positive reporting forms Lead HR Officer for the CO listed under Category D (HR will work with CO s to define delegation requirements) g) Authority to authorise overtime Lead HR Officer for the CO listed under Category D (HR will work with CO s to define delegation requirements) h) Authority to approve working in a temporary grade: i. Covering vacancies ii. Temporary Regrading Lead HR Officer for the CO listed under Category D (HR will work with CO s to define delegation requirements) i) Variation to Overtime Payment Rates All payments to be made in accordance with National Terms and Chief Strategy and Organisational Development Officer 186

187 Conditions and approved Terms and Conditions as appropriate k) Authority to authorise ad-hoc payments (outside of normal terms and conditions) subject to compliance with any Trust or national requirements about rates of pay. Lead HR Officer for the CO listed under Category D (HR will work with CO s to define delegation requirements) l) Salary / wage payments from Charitable Funds Fund Signatories (see section 7) m) Renewal of Fixed Term Contract Managing Director, Chair of Division of Equivalent 19. Travel and associated Expenses Re-imbursement Authority to authorise travel and associated expenses: Executive Directors Other Staff Chairman / Chief Executive Line Manager or approved Deputy 20. Leave Conditions of Service Trust Leave Policy a) Approval of annual leave Ward/Line/Departmental Manager b) Annual leave - approval of carry forward (up to maximum of 5 days Ward/Line/Departmental Manager 187

188 c) Annual leave - approval of carry over in excess of 5 days but less than 10 days. Service Manager / SNM d) Annual leave - approval to carry forward 10 days or more. Managing Director, Chair of Div or equivalent e) Compassionate Leave Ward/Line/Departmental Manager f) Special leave arrangements Maternity Leave Paternity Leave Adoption Leave Automatic Approval with guidance Automatic Approval with guidance Automatic Approval with guidance Carers leave Domestic Trade Union Duties / Activities Ward/Line/Departmental Manager Ward/Line/Departmental Manager Ward/Line/Departmental Manager g) Leave without pay Ward/Line/Departmental Manager h) Medical Staff Leave of Absence - paid and unpaid Medical Director i) Time off in lieu Automatic Approval with guidance j) Sick Leave Extension of sick leave on half pay up to three months Managing Director or equivalent, Chair of Div or equivalent & Senior HR Manager Trust Sickness Handling Guidelines 188

189 Phased return to work on adjusted pay to assist recovery, reviewable on a monthly basis in accordance with sickness guidance. Service Manager Discretionary extension of sick leave on full pay, reviewable monthly. HR Lead in the CO listed under Category D k) Study Leave Trust Policy Non Medical Study leave Managing Director, Chair of Division or equivalent Medical staff study leave Medical Director All other study leave Service Manager / Departmental Manager 21. Removal Expenses, Excess Rent and House Purchases Authorisation of payment of removal expenses incurred by officers taking up new appointments (providing consideration was promised at interview) Up to 8,000 HR Lead in the CO listed under Category D Expenses over and above the above limit can only be awarded in exceptional circumstances on a case-bycase basis. Chief Executive 22. Grievance Procedure 189

190 All grievances cases must be dealt with strictly in accordance with the Grievance Procedure and the advice of a Human Resources Officer must be sought when the grievance reaches the level of General Manager Ward/Line/Departmental Manager Trust Grievance Procedure 23. Authorised Car & Mobile Phone Users a) Requests for new posts to be authorised as car users Ward/Line/Departmental Manager b) Lease Car Approval Managing Director or equivalent c) Lease Car Mileage Rates Executive Director of Finance d) Requests for new posts to be authorised as mobile telephone users Managing Director, Chair of Div or equivalent e) Requests for new posts to be authorised as telephone users Managing Director, Chair of Div or equivalent 24. Redundancy Redundancy Voluntary severance arrangements (as determined and agreed from time to time by the Nominations, Remuneration and Terms of Service Committee) 25. Ill Health Retirement Decision to terminate on the grounds of ill-health Chief Executive/Chief Financial Officer/Chief Strategy and Organisational Development Officer Group CiC Senior Manager or Equivalent with HR advice. 26. Dismissal Managing Director, Chair of Division or equivalent with HR advice. 27. Authorisation of New Drugs Medicines Management Group Trust Disciplinary Procedures 190

191 28. Authorisation of Sponsorship deals Group CEO and Chief Financial Officer 29. Authorisation of Research Projects Director of R&D plus Director of Finance (CO) Trusts Research Policy 30. Authorisation of Clinical Trials Director of R&D plus Director of Finance (CO) plus Head of Pharmacy. Trusts Clinical Trials Policy 31. Insurance Policies and Risk Management Group CiC SFIs Section Patients & Relatives Complaints a) Overall responsibility for ensuring that all complaints are dealt with effectively b) Responsibility for ensuring complaints relating to a directorate are investigated thoroughly. Chief Executive/Chief Nursing Officer Managing Director, Chair of Division or equivalent c) Medico - Legal Claims - Coordination of their management. Claims Manager 33. Relationships with Press Enquiries :- Within Hours Outside Hours Head of Communications Senior Manager on-call 34. Infectious Diseases & Notifiable Outbreaks Medical Director / Head of Infection Control 35. Extended Role Activities Approval of Nurses to undertake duties / procedures which can properly be described as beyond the normal scope of Nursing Practice. CE or Director of Nursing / Deputy Director of Nursing Nurse/Midwives/ Health Visitors Act Midwives Rules / Code of Practice 191

192 UKCC Code of Professional Conduct 36. Patient Services a) Variation of operating and clinic sessions within existing numbers: Outpatients Theatres Other Managing Director, Chair of Div or equivalent b) All proposed changes in bed allocation and use Temporary Change Permanent Change Contract monitoring Contract reporting Bed Manager Managing Director, Chair of Div or equivalent CO Director of Finance CO Director of Finance 37. Facilities for staff not employed by the Trust to gain practical experience Trust Policy on Student Work Experience a) Professional Recognition, Honorary Contracts, & Insurance of Medical Staff. R&D Director b) Work experience students etc. Assistant HR Manager 38. Review of fire precautions Director of Capital 192

193 39. Review of compliance with all statutory and Health and Safety Executive requirements (including control of Substances Hazardous to Health Regulations) CO Chief Officers 40. Review of Medicines Inspectorate Regulations CO Medical Director 41. Review of compliance with environmental regulations, e.g. those CO Chief Officers relating to clean air and waste disposal 42. Review of Trust's compliance with the Data Protection Act Chief Information Officer 43. Monitor proposals for contractual arrangements between the Trust and outside bodies Group Chief Financial Officer/ Director of Finance (CO) 44. Review the Trust's compliance with the Access to Health Records Act CO CIO / DCIO IG 45. Review of the Trust's compliance code of Practice for handling confidential information in the contracting environment and the compliance with "safe haven" regulations CO CIO / DCIO IG 46. The keeping of a Declaration of Interests Register. Director of Corporate Services SOs Section Attestation of Sealings in accordance with Standing Orders Executive Director of Finance and CEO (or SOs Section 12 nominated officers, not within the originating department) 48. The keeping of a register of Sealings Director of Corporate Services SOs Section The keeping of the Hospitality Register Director of Corporate Services 50. Retention of Records Chief Executive 193

194 Explanation of Terms & Definitions Terms and definitions explained in document. 194

195 Document Control Information ALL SECTIONS MUST BE COMPLETED GROUP GOVERNANCE FRAMEWORK MANUAL Incorporating Standing Orders of the Board of Directors, Standing Orders of the Council of Governors, Reservation and Delegation of Powers and Standing Financial Instructions. Lead Author: Jane Burns, Director of Corporate Services and Group Secretary Additional authors: Document owner: Jane Burns, Director of Corporate Services and Group Secretary Contact details: Tel: Classification: Operational policy Scope: Trust-wide Applies to: All staff Document for public display: Yes Keywords: Governance, Standing Orders, Business Conduct, Standards, Scheme, Delegation, Reservation of Powers, Financial Instructions, Manual Associated Documents: Authorisation of Salford Royal NHS Foundation Trust (which includes the Constitution) Policy for Raising Serious Concerns that are Critical to the Overall Performance and Welfare of the Foundation Trust and Resolving Disagreements between the Council of Governors and Board of Directors Unique Identifier: TT106 (temporary number at PAT NCAG002 version 1) Issue number: 15 Replaces: 14 (At PAT replaces Standards for Business Conduct for NHS Staff Declaration of Interest Policy EDF005 V5.1 and Standing Orders, Incorporating Reservation of Powers to the Board and Standing Financial Instructions Incorporating Detailed Scheme of Delegation EDF006 V7) Authorised by: Audit Committee Authorisation date: June 2017 Next review: June