RESPONSIBILITIES AND CODE OF CONDUCT FOR TRUST GOVERNORS
Version: / 6Status: / Final
Title of originator/author: / Trust Secretary
Title of responsible director: / Chief Executive Officer
Developed/revised by group/committee and Date:
Approved by: / Board of Directors
31 March 2016
Effective date of issue:
(1 month after approval date) / 30 April 2016
Next review date: / March 2019
Date Equality Impact Assessment Completed
Regulatory Requirement: / Monitor’s NHS Code of Governance
Trust Constitution
Governorship of the South Western Ambulance Service NHS Foundation Trust
1. Introduction
1.1 The Trust is governed by the Regulatory Framework. The Regulatory Framework gives the Council of Governors various statutory roles and responsibilities. As these roles and responsibilities are legal, they are therefore mandatory. Members of the Council of Governors should therefore be familiar with the provisions of the Regulatory Framework to ensure they are aware of what it means to be a Governor of the Trust. Governors are required to act at all times in accordance with the Regulatory Framework and this Code of Conduct (the "Code").
1.2 Members of the Council of Governors are also required to adhere as far as reasonably practicable to the spirit of the:
1.2.1 Code of Conduct and Accountability for NHS Boards;
1.2.2 Governing the NHS: A Guide for NHS Boards;
1.2.3 The NHS Foundation Trust Code of Governance; and
1.2.4 Your statutory duties: a reference guide for NHS foundation trust governors.
1.3 Members of the Council of Governors are also required to adhere as far as reasonably practicable to other relevant Trust policies. References in the policies to 'staff' are to be taken as references to 'Governors'.
1.4 A copy of these documents is available on request to the Trust Secretary.
2. Composition and Purpose
2.1 The Council of Governors for the Trust consists of:
2.1.1 19 Public Governors;
2.1.2 6 Staff Governors;
2.1.3 1 being elected from the Accident and Emergency (Bristol, Bath & North East Somerset, Gloucestershire, North Somerset, South Gloucestershire, Swindon and Wiltshire) Staff Class;
2.1.4 1 being elected from the Accident and Emergency (Somerset and Dorset) Staff Class;
2.1.5 1 being elected from the Accident and Emergency (Devon and Cornwall) Staff Class;
2.1.6 1 being elected from the Urgent Care Services Staff Class;
2.1.7 1 being elected from the Administration and Support Staff Class;
2.1.8 1 being elected from the Volunteers Staff Class;
2.1.9 1 Local Authority Governor; and
2.1.10 8 Partnership Governors.
2.2 The Council of Governors represents the interests of the Trust’s Members, including stakeholder organisations within the local healthcare community, in the performance, governance and activities of the Trust.
2.3 The Council of Governors shall provide a link between the local community and the Board of Directors. The Council of Governors shall be expected to secure engagement with the local community to ensure a strong link between the views, needs and aspirations of the communities served by the Trust and the decisions made by the Board of Directors about services and how these may be delivered.
2.4 The Governors are expected to work collectively as a Council of Governors.
3. Roles and Responsibilities: General Overview
3.1 The Governors shall have the specific role and function of:
3.1.1 supporting the Board of Directors in setting the long- term vision for the Trust, influencing proposals to make changes to services and acting in a way that is consistent with the principles and values of the Trust (as set out in Appendix 1 of Annex 8 of the Constitution) and the Trust's Authorisation;
3.1.2 engaging in dialogue with and providing their views to the Board of Directors on the strategic direction of the Trust and targets for the Trust's performance, and monitoring the Trust's performance in terms of achieving those strategic aims and targets which have been set;
3.1.3 preparing and from time to time reviewing the Trust's Membership Strategy and its policy for the composition of the Council of Governors and the Non-Executive Directors;
3.1.4 holding the Board of Directors to account in relation to the Trust's performance in accordance with the terms of its Licence;
3.1.5 responding to any matter as appropriate when consulted by the Board of Directors;
3.1.6 developing and recruiting a representative membership in accordance with the Trust's Membership Strategy;
3.1.7 representing the interests of the Members (not just of the constituency which elected them nor the Local Authority or Partnership Organisation (as relevant) that appointed them); and
3.1.8 without prejudice to the provisions of this paragraph 2.1 or those set out in paragraph 3 below, carrying out the functions listed at Appendix 2 of Annex 5 to the Constitution. at the request of the Board of Directors.
3.2 Governors shall bring their own individual skills and knowledge to bear in the exercise of these functions and shall, in their stewardship of the Trust's affairs, bring an appropriate perspective of the constituency or organisation by which they were elected or appointed, and act collectively and not in pursuit of sectional or personal interests.
4. The Governors’ Duties and Functions
4.1 The general duties of the Council of Governors are:
4.1.1 To hold the Non-Executive Directors individually and collectively to account for the performance of the Board of Directors, and
4.1.2 To represent the interests of the members of the Trust as a whole and the interests of the public.
4.2 Governors of the Trust shall carry out the following duties at a general meeting of the Council of Governors (which may be the Annual Members' Meeting):
4.2.1 subject to paragraphs 22 (appointment, suspension and removal of Chairman and other Non-Executive Directors) and 23 (appointment of initial Chairman and initial other Non-Executive Directors) of the Constitution, appointing or removing the Chairman and other Non-Executive Directors. Removal of a Non-Executive Director requires the approval of at least three-quarters of the members of the Council of Governors. The initial Chairman and Non-Executive Directors are however to be appointed for the unexpired period of their terms of office or 12 months, whichever is the longer;
4.2.2 deciding the remuneration and allowances and the other terms and conditions of office of the Non-Executive Directors;
4.2.3 appointing or removing the Auditor of the Trust;
4.2.4 considering disputes as to membership referred to the Council of Governors under paragraph 2.1 of Appendix 4 of Annex 8;
4.2.5 considering resolutions to remove a Governor, pursuant to paragraph 14 (Council of Governors: disqualification and removal) of the Constitution;
4.2.6 presenting the reports listed at SO 4.4.1 of the Standing Orders for the Council of Governors to each Annual Members' Meeting.
4.2.7 subject to paragraphs 40A (Amendment of the Constitution) of the Constitution make amendments to the Constitution which will come into effect if more than half of the Board of Directors of the Trust present and voting at a meeting of the Board of Directors approve the amendments; and
4.2.8 subject to paragraphs 40B (mergers, acquisitions, separations, dissolution and Significant Transactions) of the Constitution approve a merger, acquisition, separation, dissolution and Significant Transaction.
4.3 Governors of the Trust shall carry out the following duties at a general meeting of the Council of Governors or otherwise:
4.3.1 approving (by a majority of the members of the Council of Governors present and voting) an appointment (by the Non-Executive Directors) of the Chief Executive (and Accounting Officer) other than the initial Chief Executive appointed in accordance with the Constitution and the 2006 Act;
4.3.2 giving their views to the Board of Directors for the purposes of the preparation (by the Directors) of the Trust’s Forward Plan;
4.3.3 receiving and considering the Annual Accounts of the Trust, any report of the Auditor on them and the Annual Report of the Trust;
4.3.4 responding as appropriate when consulted by the Directors.
4.3.5 to hold the Non Executive Directors individually and collectively to account for the performance of the Board of Directors; and
4.3.6 to represent the interests of the Members of the Trust as a whole and the
5. Limitations imposed on the Council of Governors
5.1 Governors shall accept that:
5.1.1 the powers of the Trust shall be exercised by the Board of Directors on behalf of the Trust. These powers are subject to restrictions contained in the Constitution, the 2006 Act and the terms of Authorisation and they may be delegated in accordance with the provisions of paragraph 4.4 (Powers) of the Constitution;
5.1.2 they are not responsible for the day to day management of the Trust, nor may they take decisions about the commitment or use of Trust resources; and
5.1.3 the Council of Governors cannot veto any decision made by the Board of Directors.
General Obligations: Conduct of Governors
6. Introduction
6.1 This Code outlines the appropriate conduct for Governors of the Trust. It addresses both the requirements of office and of personal behaviour. Ideally any penalties for non-compliance would never need to be applied. However, the Trust reserves the right to impose such penalties and regards non-compliance with the Code as a serious matter. It is considered an essential guide for Governors, particularly those who are newly elected or appointed and should be read in conjunction with the Regulatory Framework.
6.2 As Member representatives dealing with difficult and confidential issues, Governors are required to act with discretion and care in the performance of their roles. Governors are required to maintain confidentiality at all times with regard to any information gained via their involvement in the Trust (see paragraph 10 (Confidentiality) below).
6.3 This Code seeks to expand on and complement the Constitution of the Trust, copies of which will be provided to all Governors. The Constitution is the governance framework which details the way in which the Trust operates. It outlines the qualification and disqualification criteria for Governors together with detailing their roles and responsibilities and it is strongly recommended that Governors familiarise themselves with its content.
6.4 Governors (once elected or appointed) shall be required by the Chairman to sign a declaration to confirm that they shall comply with the Code in all respects. A copy of the declaration is attached at Annex 2 of this Code.
7. Qualification and Disqualification for Office
7.1 Governors shall continue to comply with the qualifications required to hold elected or appointed office throughout their period of tenure, as detailed within the Constitution. The Trust Secretary shall be advised of any changes in circumstances which disqualify any Governor from continuing in office. Governors shall pay particular attention to the eligibility, disqualification and removal, and termination provisions detailed within paragraph 14 (disqualification and removal) and Appendix 1 of Annex 5 (Eligibility to be on the Council of Governors) of the Constitution, including the fit and proper persons requirements as set out in the Trust's Licence conditions.
7.2 A Governor may resign from office at any time during the term of that office by giving notice in writing to the Trust Secretary.
7.3 All Governors shall also be expected to understand, agree and promote the Trust’s Equality and Diversity Policy a copy of which shall be provided to all Governors, in every aspect of their work.
7.4 One of the key objectives of the Council of Governors is to promote social inclusion and, as such, the development and delivery of initiatives should not prejudice any part of the community on the grounds of age, sex, disability, marital status, sexual orientation, ethnic origin or religious belief. The promotion of any personal or political view that undermines this prime objective of the Trust is grounds for dismissal from the Council of Governors. The interests of the Council of Governors as a whole shall not be compromised by the interests of individual Governors.
8. Role and Function of the Council of Governors
8.1 Members of the Council of Governors of the Trust shall be required to confirm their commitment to:
8.1.1 actively supporting the agreed vision and aims of the Trust in developing a successful NHS Foundation Trust;
8.1.2 acting in the best interests of the Trust at all times;
8.1.3 contributing to the work of the Council of Governors in order for it to fulfil its role and objectives as outlined in the Constitution of the Trust;
8.1.4 recognising that the Council of Governors exercises collective decision-making on behalf of local people, stakeholders and staff;
8.1.5 acknowledging that, other than when attending meetings and events as Governors, Governors have no rights or privileges over and above those of any other Member of the Trust;
8.1.6 valuing and respecting Governor colleagues, the Directors of the Trust and all members of staff that come into contact with Governors;
8.1.7 respecting the confidentiality of the information received in their role as Governors and acting with integrity and objectivity, and in the best interests of the Trust, without any expectation of personal benefit;
8.1.8 attending meetings of the Council of Governors and any committees, sub-committees or joint committees of which they are members, and any required training events on a regular basis in order to carry out the role of Governor;
8.1.9 conducting themselves in a manner that reflects positively on the Trust, and acting as ambassadors for the Trust; and
8.1.10 abiding by the Trust’s policies and procedures.
9. Confidentiality
9.1 Governors will have access to wide variety of information through formal meetings, public events and discussion with Directors. This will enable them to be informed on the work of the Trust, engage with members of the public and hold the Non-Executives to account.
9.2 There will be times when Governors will have confidential information. This may be through a confidential Council of Governor meeting or by the Chairman, Chief Executive, Board Member or Trust Staff. This information will be clearly explained to be confidential.
9.3 If a Governor has any doubt as to the whether information is Confidential Information as a starting point he or she should consider that it is confidential and discuss this with the Trust Secretary or Lead Governor.
9.4 All Governors must:
· hold Confidential Information in strictest confidence;
· take all reasonable precautions in dealing with Confidential Information so as to prevent another person from having access to it;