Scheme of Reservation and Delegation

Transcription

1 Scheme of Reservation and Delegation Amended June 2015 Version Approved by Date Date of next review 2 Board January 2013 At the point of FT License 3 Board March 2015 March 2017 or point of FT license 4 Board AMENDMENT: Section 7 contract governance amended May Chairs action (June 20 th 2015) and noted at July 2015 Board. March 2017 or point of FT license March 2017 or point of FT license Amendment pg 28 re: Interim Revolving Working Capital Support Facility

2 Section One Decisions reserved to the Board of Directors Reference to the Board of Directors should also be read as the Trust Board. Reference to Standing Orders should also be read as Governance Framework- Procedures for meetings of the Board of Directors and Council of Governors once licensed as a Foundation Trust. Reference to the Chairman of the Board of Directors should also be read as Chairman of the Council of Governors (when licensed as a Foundation Trust) Reference to the Accountable Officers Memorandum should also be read as the NHS foundation trust Accounting Officers Memorandum once licensed. Decisions reserved to the Board General Enabling Provision The Board may determine any matter, for which it has delegated or statutory authority, it wishes, in full session within its statutory powers (constitution or terms of licensing, when a Foundation Trust). Regulations and Control 1.1 Approve Standing Orders (SOs) (the Constitution), a schedule of matters reserved to the Board and Standing Financial Instructions for the regulation of its proceedings and business. 1.2 Suspend Standing Orders. 1.3 Vary or amend the Standing Orders. 1.4 Ratify any urgent decisions taken by the Chairman and Chief Executive in the next formal public session in accordance with the Standing Orders (section 5.2). 1.5 Approve a scheme of delegation of powers from the Board of Directors to committees of the Board of Directors. 1.6 Require and receive the declaration of members of the Board of Director s 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. 1.7 Adopt the organisational structures, processes and procedures to facilitate the discharge of business by the Trust. 1.8 Receive reports from committees including those that the Trust is required by the Secretary of State or other regulation to establish and to take appropriate action on. 1.9 There is a requirement placed on the Trust by external agencies such as the NHS Litigation Authority that some policies are formally approved by the Board and this may not be delegated (for example Risk Management Policy). The Board shall also approve policies with significant public interest or where enactment requires a significant change in the way the Trust operates. Policies presented to the Board for approval should first have been considered and agreed at the Assurance Committee Confirm or if necessary amend the recommendations of Committees of the Board of Directors where the Committees do not have executive powers Approve arrangements relating to the discharge of the Trust s responsibilities as a corporate trustee for funds held in trust Establish terms of reference and reporting arrangements of all committees and sub-committees that are established by the Board Approve arrangements relating to the discharge of the Trust s responsibilities as a bailer for patients property. 2

3 1.14 Authorise use of the Trust seal Ratify or otherwise instances of failure to comply with Standing Orders brought to the Chief Executive s attention in accordance with the Standing Orders Discipline members of the Board of Directors or employees who are in breach of statutory requirements or Standing Orders Undertake a formal review of its own performance and of its committees on an annual basis The Board will jointly approve with the Council of Governors amendments to the constitution once licensed. Appointments/ Dismissal 2.1 Appoint and remove the Deputy Chairman of the Board as required. 2.2 Appoint and dismiss committees (and individual members) that are directly accountable to the Board of Directors. 2.3 Confirm appointment of members of any committee of the Board of Directors as representatives on outside bodies. 2.4 Approve proposals of the Remuneration Committee; 2.5 Appointment and removal, (subject to law and their contract) of the Chief Executive and executive directors; 2.6 Ensure that appropriate succession planning is carried out for the Board and senior management team. 2.7 Appointment and removal of the Trust Secretary or equivalent Strategy, Plans and Budgets 3.1 Define the Trust s mission, vision and strategic objectives. To set the strategic direction to be pursued by the Trust 3.2 Ensure that a Board development and organisational development plans are in place to support the Trust s delivery of the strategic direction. 3.3 Approve annual operating plans and budgets. 3.4 Deliver financial balance/ surplus and continuously monitor the organisations viability as a going concern. 3.5 Approve plans for material service changes and efficiencies; 3.6 Define the Trust s values and standards of conduct. 3.7 Approve proposals for ensuring the safety and quality of services and safety and quality governance for services provided by the Trust, having regard to any guidance issued by the Secretary of State; 3.8 Approve the Trust s policies and procedures for the management of risk; 3.9 Approve Outline and Final Business Cases for Capital Investment above and beyond the Finance Committee s delegated limits; 3.10 Approve proposals for acquisition, disposal or change of use of land and/or buildings; 3.11 Approve Private Finance Initiative proposals (if any); 3

4 3.12 Approve the opening of bank accounts; 3.13 Approve proposals on individual contracts (other than NHS clinical contracts) of a capital or revenue nature amounting to, or likely to amount to over 3,000,000 regardless of the length of the contract; 3.14 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 & Performance (for losses and special payments) previously approved by the Board; 3.15 Approve individual compensation payments; 3.16 Approve proposals for action on litigation against or on behalf of the Trust 3.17 Approve use of NHSLA risk pooling schemes (including CNST) Responsible for overseeing the development and implementation of a workforce strategy, ensuring the workforce meets the needs of the organisation and is fit for purpose. Audit 4.1 Approve the appointment (and where necessary the dismissal) of external auditors. (When licenced as a Foundation Trust note the appointment and where necessary the dismissal) of external auditors as agreed by the Council of Governors). 4.2 Notify the external auditor of any problems relating to the service. 4.3 Approve the appointment (and where necessary the dismissal) of internal auditors. 4.4 Receive the annual management letter received from the external auditor and agreement of proposed action, taking account of the advice, where appropriate, of the Audit and Risk Committee. 4.5 Approve the remuneration of the external and internal auditors. Annual Reports and Accounts 5.1 Approve the Annual Accounts, Annual Report and Quality Account and receive a statement of assurance from the Audit and Risk Committee that the Committee has made appropriate enquiries before recommending the documents for approval by the Board. 5.2 Hold an Annual General Meeting* at which the report and accounts will be laid and approve any resolutions to be presented to the AGM. *The Annual General Meeting will be known as the Annual Members Meeting once licensed. Monitoring 6.1 Receive such reports as the Board of Directors sees fit from Committees in respect of their exercise of powers delegated. 6.2 Continuous appraisal of the affairs of the Trust by means of the provision to the Board as the Board may require from directors, committees, and officers of the Trust as set out in management policy statements. All monitoring returns required by the Department of Health, Monitor (when licensed as a Foundation Trust) and the Charity Commission shall be reported, at least in summary, to the Board. 6.3 Ensure maintenance of a sound system of internal control and risk management which holds the organisation to account for the delivery of the strategy and seeks assurance that systems of internal control are robust and reliable. 6.4 Ensure that the necessary financial, human and physical resources are in place to enable the Trust to meet its 4

5 priorities and objectives and periodically review management performance, including through reports from the Director of Finance & Performance on financial performance against budget and contracts agreed with commissioners. Clinical standards and Patient Safety 7.1 Ensure compliance with all legal and regulatory requirements and clinical guidance monitoring performance against the Care Quality Commission requirements and ensuring that effective systems operate for the dissemination of National Guidance and directives 7.2 Oversee the risk management strategy implementation of Solent NHS Trust, and ensure appropriate action in relation to adverse events that occur 7.3 Ensure a focus on quality at strategic and operational levels including patient safety (including Healthcare Associated Infections), effectiveness and patient experience as well as the promotion of health and wellbeing 5

6 Section Two Matters delegated to Board Committees Committee Audit and Risk Committee Matters delegated by the Board of Directors to Committees In accordance with Standing Orders, the Board shall formally establish an Audit and Risk Committee. The Committee is a non-executive Committee of the Board and has no Committee executive powers, other than those specifically delegated by the Board in the Terms of Reference. The overall purpose of which is to: 1. seek assurance that the Trust s activities are efficient, effective and represent value for money; 2. review the establishment and maintenance of an effective system of corporate governance, internal control and risk management across the whole of the Trust s activities that supports the achievement of the Trust s objectives; 3. monitor the integrity of the financial statements of the Trust; 4. monitor the independent auditor s qualifications, independence and performance; 5. monitor the performance of the Trust's internal audit function ; 6. monitor compliance by the Trust with legal and regulatory requirements; 7. review the findings of other significant assurance functions, including counter fraud, to the organisation, and consider the implications to the governance of the organisation. Remuneration Committee In accordance with Standing Orders the Board shall establish a Remuneration Committee with clearly defined terms of reference, specifying which posts fall within its area of responsibility, its composition, and the arrangements for reporting. The Remuneration Committee makes decisions on behalf of Solent NHS Trust Board about appropriate remuneration, allowances and terms of service for the Chief Executive and other executive directors, to include:- Salary; Performance related pay; Provision of other contractual terms and benefits; Approval of settlement agreements/severance pay or other occasional payments to individuals and out of court settlements, taking account of national guidance; Receive and note decisions of the Clinical Excellence Awards (CEA) panel; Within the constraints of national frameworks the Committee will agree the remuneration package, allowances and terms of service of the Trust s executive directors. No executive director shall be involved in any decisions as to his/her own remuneration; Monitor and oversee the evaluation of the performance of the Chief Executive and other individual executive directors; Approve participation in any performance related pay schemes, where operated by the Trust, and approve the total annual payments made under such schemes; Ensure that contractual terms on termination, and any payments made, are fair to the individual and the NHS, aligned with the interests of the patients, that 6

7 failure is not rewarded and that the duty to mitigate loss is fully recognised, in line with national guidance where appropriate; Be responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any remuneration consultants who advise the committee, and to obtain reliable, up-to-date information about remuneration in other trusts. In accordance with Standing Orders, the Board shall formally establish an Assurance Committee. The Committee is chaired by a Non-Executive Director and has no executive powers, other than those specifically delegated by the Board in the Terms of Reference. Assurance Committee The Assurance Committee seeks assurance on all aspects of Quality (including patient safety & experience, infection control, health and safety, safeguarding, risk management, research & development, clinical effectiveness and audit) as well as Regulatory Compliance. The Committee will seek assurance and scrutinise exception reporting from its reporting groups being: The Quality Improvement & Risk Group who seek assurance from: The Service Line Clinical Governance Groups (who seek assurance from the following groups; Serious Incidents Requiring Investigation Group, Clinical Audit & Effectiveness Group, Patient Experience & Public Involvement Group and the Complaints Panel. The Service Line Clinical Governance Subcommittees will also report on the following standing items; Service Risks including Quality Impact Assessments) Research & Development Group Emergency Planning & Resilience Group Medicines Management Group Health & Safety Group Infection Prevention & Control Group Dignity & Safeguarding Group The IM&T Group will be required to provide assurance reports on Information Governance matters. The committee has delegated authority for the approval of policies, other than for policies where approval is required by law to be given by the Board. Mental Health Act Scrutiny Committee Charitable Funds Committee A Mental Health Act Scrutiny Committee will be established and constituted to oversee the implementation of the Mental Health Act 1983 functions within Solent NHS Trust principally within Adult and Older Persons Mental Health, and Learning Disabilities services. The Scrutiny Committee has primary responsibility for seeing that the requirements of the Act are followed within the Trust. In particular, to seek assurance that patients are detained only as the Mental Health Act 1983 allows, that their treatment and care accord fully with its provisions, and that they are fully informed of, and are supported in exercising, their statutory rights. In line with its role as a Corporate Trustee for any funds held in Trust, either as charitable or non-charitable funds, the Board of Directors will establish a Charitable Funds Committee to administer those funds in accordance with any statutory or other legal requirements or best practice required by the Charity Commission. The provisions of this paragraph must be read in conjunction with paragraph 2.12 above and Standing Financial Instruction 18. The Charitable Funds Committee has delegated powers to approve the Charity Accounts on behalf of the Board. 7

8 Governance and Nominations Committee Finance Committee A Governance & Nominations Committee will be established and constituted [jointly as a Committee of the Council of Governors once licensed as a Foundation Trust and subject to agreement by the Council of Governors] to lead on the identification, nomination and recommendation of appointments (in accordance with their Terms of Reference) to the Board. The Committee will also keep under review the corporate governance arrangements for the Trust including Committee Structure, membership and Terms of Reference, making appropriate proposals and recommendations to the Board as appropriate. A Finance Committee will be established and constituted to ensure appropriate financial frameworks are in place to drive the financial strategy, and provide assurance to the Board on financial matters as directed. Specifically the Committee will make recommendations to the Board in relation to its duties of: strategic financial planning annual budget setting and monitoring treasury management, business management and may on request from the Board review specific aspects of financial performance where the Board requires additional scrutiny and assurance. The Finance and Commercial Group is a subgroup of the Finance Committee and is responsible for overseeing the Trust s Capital Programme. The Trust s Operational Management is lead by the Chief Executive, as the 1 Accountable Officer and executed via the Executive Management Team. 1 Once licensed as a Foundation Trust, the Accountable Officer will become the Accounting Officer. 8

9 Section Three Scheme of delegation derived from Accountable Officer Memorandum Ref Delegated to Duties delegated 3 Responsible for the propriety and regularity of public finances in the NHS; 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. 7 Accountable to the board as NHS Accountable Officer to Parliament for stewardship of Trust resources 9 and 10 12, Chairman of the Board of Directors ( and Council of Governors) Ensure the accounts of the Trust are prepared under principles and in a format directed by the Secretary of State. Accounts must disclose a true and fair view of the Trust s income and expenditure and its state of affairs. Sign the accounts on behalf of the Board. Sign a statement in the accounts outlining responsibilities as the Accountable Officer. Through the Annual Governance Statement acknowledge responsibilities for maintaining a sound system of internal control and describe the risk management framework Ensure effective management systems that safeguard public funds and assist the Trust Chairman to implement requirements of corporate governance including ensuring managers: have a clear view of their objectives and the means to assess achievements in relation to those objectives be assigned well defined responsibilities for making best use of resources have the information, training and access to the expert advice they need to exercise their responsibilities effectively. Implement requirements of corporate governance. Achieve value for money from the resources available to the Trust and avoid waste and extravagance in the organisation's activities. Follow through the implementation of any recommendations affecting good practice as set out on reports from such bodies as the National Audit Office (NAO). Provide such information as is requested by the NAO and co-operate with external auditors in any enquiries into the use your trust has made of public funds. Provide information on any points raised by external auditors which generate public or Parliamentary interest. Ensure internal audit arrangements comply with those described in the NHS Internal Audit Manual and ensure prompt action is taken in response to concerns raised by both external and internal audit. 15 Operational responsibility for effective and sound financial management and information. 15 Primary duty to see that the Director of Finance & Performance discharges this function. Ensure the continuing financial viability of the Trust, in particular to ensure that expenditure is contained within available levels of income, and to achieve any other financial objectives set by the Secretary of State for Health with the consent of the 9

10 Treasury, as appropriate. Ensure that the assets of the Trust are properly safeguarded. Ensuring that expenditure by the Trust complies with Parliamentary requirements. Including: Drawing to the attention of Parliament to losses or special payments by appropriate notation of the statutory accounts; 16 Obtaining sanction from the NHS Executive for any expenditure which exceeds the limit delegated to the Trust; this includes any novel, contentious or repercussive expenditure, which is by definition outside your delegation; Ensuring that all items of expenditure, including payments to staff, fall within the legal powers of the Trust, exercised responsibly and with due regard to probity and value for money; Complying with guidance issued by the NHS Executive on classes of payments which you should authorise personally, such as termination payments to general and senior managers. 17 Promote their observance by all staff OF THE Trusts Code of Conduct and Accountability. 18 and Chief Executive, supported by the Director of Finance & Performance, to ensure appropriate advice is given to the Board of Directors on all matters of probity, regularity, prudent and economical administration, efficiency and effectiveness. If Chief Executive considers the Board of Directors or Chairman of Board of Directors is doing something that might infringe probity or regularity, (s)he should set this out in writing to the Chairman of the Board of Directors and the Board of Directors. If the matter is unresolved, (s)he should ask the Audit and Risk Committee to inquire and, if necessary, and the Trust Development Authority/ Department of Health. Inform the NHS Executive, if possible before the Board takes its decision or in any event before the decision is implemented so that the Executive can if necessary intervene with the Board and inform the Treasury. If the Board of Directors is contemplating a course of action that raises an issue not of formal propriety or regularity but affects the Chief Executive s responsibility for value for money, the Chief Executive should draw the relevant factors to the attention of the Board of Directors. If the outcome is that the Chief Executive is overruled it is normally sufficient to ensure that the Chief Executive s advice and the overruling of it are clearly apparent from the papers. Exceptionally, the Chief Executive should inform Monitor (once licensed as a Foundation Trust) and the Department of Health. In such cases, and in those described in paragraph 21, the Chief Executive should as a member of the Board vote against the course of action rather than merely abstain from voting. 10

11 *Once licensed as a Foundation Trust the following will apply as specified in the NHS Foundation Trust Accounting Officer Memorandum Para Delegated to Authorities / duties delegated 3 (As Accounting Officer) 5 (As Accounting Officer) 7 (As Accounting Officer) 9 (As Accounting Officer) 10 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 Committee of Public Accounts (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 Accounting Officers are responsible to Parliament for the resources under their control. Responsible 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; financial systems and procedures promote the efficient and economical conduct of business and safeguard financial propriety and regularity throughout the NHS foundation trust; and financial considerations are fully taken into account in decisions on NHS foundation trust policy proposals. Required to: 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 terms of authorisation; 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, Board of Governors or in the actions or advice of the NHS foundation trust s staff, including yourself; and 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. Ensure that effective management systems appropriate for the achievement of the NHS 11

12 (As Accounting Officer) 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; and have the information (particularly about costs), training and access to the expert advice which they need to exercise their responsibilities effectively. 11 (As Accounting Officer) Ensure that their arrangements for delegation promote good management and that they are supported by the necessary staff with an appropriate balance of skills. Advice to the board 12 (As Accounting Officer) 13 Board of Directors Responsibility to see that appropriate advice is tendered to the Board of Directors and the Board 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. 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, transactions for which they are accountable. The Board of Directors and the Board of Governors of an NHS foundation trust should act in accordance with the requirements of propriety or regularity and 15 (As Accounting Officer) (As Accounting Officer) If the Board of Directors, Board of Governors or the Chairman is contemplating a course of action involving a transaction which the 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, Board 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. 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 Board 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. 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 Appearance before the Committee of Public Accounts (PAC) 16 To appear before the PAC from time to time to give evidence on the reports arising from (As Accounting 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 12

13 Officer) 17 (As Accounting Officer) 19 (As Accounting Officer) Officer. An Accounting Officer may be supported by one or two other senior officials who may, if necessary, assist in giving evidence. Furnish the PAC with explanations of any indications of weakness in the matters covered by paragraphs 8-15 above, to which their attention has been drawn by the Comptroller and Auditor General or about which they may wish to question the Accounting Officer. Ensure that he or she is adequately and accurately briefed on matters which are likely to arise at the hearing of the PAC. Absence of an Accounting Officer 21 (As Accounting Officer) 22 Board of Directors 23 Acting Accountable Officer 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. 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. If the Accounting Officer is unable to sign the accounts in time for printing, the acting Accounting Officer should sign instead. 13

14 Section Four Scheme of delegation derived from the codes of conduct and accountability DELEGATED TO BOARD BOARD ALL BOARD MEMBERS BOARD CHAIR AND NON EXECUTIVE/OFFICER MEMBERS BOARD AUTHORITIES/DUTIES DELEGATED Approve procedure for declaration of hospitality and sponsorship. Ensure proper and widely publicised procedures for voicing complaints, concerns about misadministration, breaches of Code of Conduct, and other ethical concerns. Subscribe to Code of Conduct. Board members share corporate responsibility for all decisions of the Board. Chair and non-executive members are responsible for monitoring the executive management of the organisation and are responsible to the Secretary of State for Health for the discharge of those responsibilities. The role of an NHS board is to: - be collectively responsible for adding value to the organisation, for promoting the success of the organisation by directing and supervising the organisation s affairs - provide active leadership of the organisation within a framework of prudent and effective controls which enable risk to be assessed and managed - set the organisation s strategic aims, ensure that the necessary financial and human resources are in place for the organisation to meet its objectives, and review management performance - set the organisation s values and standards and ensure that its obligations to patients, the local community and the Secretary of State are understood and met. CHAIRMAN CHIEF EXECUTIVE NON EXECUTIVE DIRECTORS It is the Chairman's role to: - Provide leadership of the board, ensuring its effectiveness on all aspects of its role and setting its agenda; - ensure the provision of accurate, timely and clear information to directors; - ensure effective communication with staff, patients and the public; - arrange the regular evaluation of the performance of the board, its committees and individual directors; and - facilitate the effective contribution of non-executive directors and ensuring constructive relations between executive and non-executive directors. The Chief Executive is accountable to the Chairman and Non-Executive members of the Board for ensuring that its decisions are implemented, that the organisation works effectively, in accordance with Government policy and public service values and for the maintenance of proper financial stewardship. The Chief Executive should be allowed full scope, within clearly defined delegated powers, for action in fulfilling the decisions of the Board. The other duties of the Chief Executive as Accountable Officer are laid out in the Accountable Officer Memorandum. Non-Executive Directors are appointed by the *Department of Health Trust Development Authority to bring independent judgement to bear on issues of strategy, performance, key appointments and accountability through the Department of Health to Ministers and to the local community. The duties of the non-executive Directors are to: constructively challenge and contribute to the development of strategy; - scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance; 14

15 DELEGATED TO CHAIR AND ALL DIRECTORS BOARD AUTHORITIES/DUTIES DELEGATED - satisfy themselves that financial information is accurate and that financial controls and systems of risk management are robust and defensible; - determine appropriate levels of remuneration of executive directors and have a prime role in appointing, and where necessary, removing senior management and in succession planning; and - ensure the board acts in the best interests of the public and is fully accountable to the public for the services provided by the organisation and the public funds it uses. *Once licensed as a Foundation Trust, Non Executive Director appointments will be made by the Council of Governors. Declaration of conflict of interests. NHS Boards must comply with legislation and guidance issued by the Department of Health on behalf of the Secretary of State, respect agreements entered into by themselves or on their behalf and establish terms and conditions of service that are fair to the staff and represent good value for taxpayers' money. 15

16 Section Five Scheme of Delegation from Standing Orders SO Ref Delegated to Duties delegated 1.1 Chairman of the Board of Directors 1.3 Board of Directors Final authority in interpretation of Standing Orders (SOs). Powers to "make arrangements for the exercise, on its behalf, of any of its functions by a committee, sub-committee or joint committee appointed by virtue of Standing Order 4 or by an officer of the Trust, in each case subject to such restrictions and conditions as the Board thinks fit (or as the Secretary of State may direct). Delegated powers and Schemes of Delegation are available separately. 2.4 Board of Directors Appointment (and removal) of Deputy Chairman Board of Directors Joint responsibility for every decision of the Board regardless of their individual skills or status Chief Executive Responsible for the overall performance of the executive functions of the Trust Director of Finance Responsible for the provision of financial advice to the Trust and to its members and for the supervision of financial control and accounting systems Chairman of the Board of Directors 3.9 Chairman of the Board of Directors 3.10 Chairman of the Board of Directors Chairman of the Board of Directors The Chairman of the Trust may call a meeting of the Board of Directors at any time. At any meeting of the Trust Board the Chairman, if present, shall preside The decision of the Chairman presiding at the meeting on questions of order, relevancy and regularity (including procedure on handling motions) and their interpretation of the Standing Orders and Standing Financial Instructions, at the meeting, shall be final. In the case of an equal vote, the person presiding (i.e. the Chairman of the meeting shall have a second, and casting vote) Board of Directors Audit and Risk Committee Suspend Standing Orders, provided that at least two-thirds of the whole number of the members of the Board of Directors are present (at least 8 including at least one member who is an executive member and one member who is a non-executive member) and that at least two-thirds of those members present signify their agreement to such suspension. The reason for the suspension shall be recorded in the minutes of the meeting. The Audit and Risk Committee shall be advised of and review every decision to suspend Standing Orders Board of Directors Vary or amend the Standing Orders if two thirds of the Board members are present at the meeting (i.e 8 members) where the variation or amendment is being discussed, and that at least one half of the Trust s non-executive members vote in favour of the amendment;. 4.1 Board of Directors The Board of Directors may appoint committees of the Board of Directors. The Board of Directors shall determine the membership and terms of reference of committees and sub-committees and shall, if it requires to, receive and consider reports of such committees. 16

17 4.2 Board of Directors Joint Committees may be appointed by the Board of Directors by joining together with one or more other Trusts consisting of, wholly or partly of the Chairman and members of the Board of Directors or other health service bodies, or wholly of persons who are not members of the Board of Directors or other health bodies in question. 4.6 Board of Directors The Board of Directors shall approve the appointments to each of the committees which it has formally constituted. 4.7 Board of Directors Where the Board of Directors 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 of Directors, such appointment shall be made in accordance with the regulations and directions made by the Secretary of State. 5.2 Chairman of the Board of Directors and The powers which the Board of Directors has reserved to itself within these Standing Orders (see paragraph 2.8 of the Standing Orders) may in emergency or for an urgent decision be exercised by the Chief Executive and the Chairman. A proposal will be recommended by the Chief Executive and approved under Chairs action and noted at the next formal meeting of the Board of Directors in public session The Chief Executive shall prepare a Scheme of Delegation identifying his/her proposals that shall be considered and approved by the Board of Directors subject to any amendment agreed during the discussion. 5.6 All Staff Disclosure of non-compliance with Standing Orders to the Chief Executive as soon as possible Board of Directors Declare relevant and material interests Chief Executive Ensure a register of interests is maintained All Staff Comply with national guidance contained in HSG 1993/5 Standards of Business Conduct for NHS Staff. The Board of Directors and all employees must comply with the Trust s Code of Conduct All Staff Any executive member of the Board of Directors or employee of the Trust who comes to know that the Trust has entered into or proposes to enter into a contract in which he or any person connected with him (as defined in paragraph 7.3 above) has any pecuniary interest, direct or indirect, the Officer shall declare their interest An executive director other than the Chief Executive or a senior employee should also declare to the Chief Executive any other employment or business or other relationship of his, or of a cohabiting spouse, that conflicts, or might reasonably be predicted could conflict with the interests of the Trust. On appointment, non-executive members of the Board of Directors, and in the case of executive members of the Board Directors, prior to appointment, should disclose to the Board of Directors whether they are related to any other member or holder of any office in the Trust. 8.1/8.3 Keep seal in safe place and maintain a register of sealing. 8.4 and Executive Directors Approve and sign all documents which will be necessary in legal proceedings. 17

18 Section Six Scheme of Delegation from Standing Financial Instructions SFI Ref Delegated to Duties delegated (i)formulating the financial strategy Board (ii)requiring the submission and approval of budgets within approved allocations/overall income; (iii)defining and approving essential features in respect of important procedures and financial systems, including the need to obtain value for money; (iv)defining specific responsibilities placed on members of the Board of Directors and employees as indicated in the Scheme of Delegation document & Accountable for financial control but will, as far as possible, delegate their detailed responsibilities Responsible as the Accountable [Accounting] Officer to ensure financial targets and obligations are met and have overall responsibility for the System of Internal Control All members of the Board of Directors and employees Audit & Risk Committee To ensure all members of the Board of Directors and employees, present and future, are notified of, and understand, Standing Financial Instructions. Responsible for: (i) implementing the Trust's financial policies and co-ordinating corrective action; (ii) maintaining an effective system of financial control including ensuring detailed financial procedures and systems are prepared and documented; (iii) ensuring that sufficient records are maintained to explain the Trust s transactions and financial position; (iv) providing financial advice to members of the Board of Directors and staff; (v) maintaining such accounts, certificates etc as are required for the Trust to carry out its statutory duties. Responsible for 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. Have a duty to disclose any noncompliance with Standing Financial Instructions to the Director of Finance & Performance as soon as possible. Ensure that 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 are made aware of these instructions and their requirement to comply. (i)oversee Internal and External Audit services; (ii)review financial and information systems and monitor the integrity of the financial statements and review significant financial reporting judgments; (iii)review the establishment and maintenance of an effective system of corporate governance, internal control and risk management across the whole of the Trust s activities that supports the achievement of the Trust s objectives; (iv)monitor the integrity of the financial statements of the Trust; (v)monitor the independent auditors' qualifications, independence and performance; 18

19 & Chairman of the Audit & Risk Committee (vi)monitor the performance of the Trust's Internal Audit function; and (vii)monitor compliance by the Trust with legal and regulatory requirements (viii)review the findings of other significant assurance functions, including counter fraud, both internal and external to the organisation, and consider the implications to the governance of the organisation Raise the matter at the Board of Directors meeting where Audit & Risk Committee considers there is evidence of ultra vires transactions or improper acts. Ensure that an adequate internal audit service, for which (s)he is accountable, is provided and involve the Audit & Risk Committee in the selection process when/if an internal audit service provider is changed. Internal audit should report to the Audit & Risk Committee; role of DoF is to assist the committee in the selection process Head of Internal Audit (i) (ii) 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; (iii) deciding at what stage to involve the police in cases of misappropriation and other irregularities not involving fraud or corruption; (iv) ensuring that an annual internal audit report is prepared for the consideration of the Audit Committee Internal Audit will review, appraise and report upon: (i) the extent of compliance with, and the financial effect of, relevant established policies, plans and procedures; (ii) the adequacy and application of financial and other related management controls; (iii) the suitability of financial and other related management data; (iv) the extent to which the Trust s assets and interests are accounted for and safeguarded from loss of any kind, arising from: (a) fraud and other offences; (b) waste, extravagance, inefficient administration; (c) poor value for money or other causes. (v) the economic acquisition and the efficient use of resources (vi) efficient operation of systems and departments (vii) the adequacy of follow up action to audit reports (viii) other matters as requested by directors and senior managers and agreed by the Head of Internal Audit, or considered appropriate by the Head of Internal (ix) Internal Audit shall also independently verify the assurance statements in accordance with guidance from the Department of Health.Audit 2.4 Audit and Risk Committee The Head of Internal Audit will attend Audit and Risk Committee meetings and has a right of access to all Audit and Risk Committee members, the Chairman of the Board of Directors and Chief Executive. The Head of Internal Audit shall be accountable to the Director of Finance & Performance. Ensure a cost-effective external and internal audit service & Monitor and ensure compliance with Secretary of State Directions on fraud and 19

20 corruption including the appointment of the Local Counter Fraud Specialist Board of Directors Board of Directors Nominate a suitable person to carry out the duties of the Local Counter Fraud Specialist as specified by the Department of Health Fraud and Corruption Manual and guidance. Monitor and ensure compliance with Directions issued by the Secretary of State for Health on NHS security management including appointment of the Local Security Management Specialist. 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. Nominate a non-executive member to be responsible to the Board of Directors for NHS security management. Compile and submit to the Board an annual operating plan which takes into account financial targets and forecast limits of available resources. The plan will contain a statement of the significant assumptions on which the plan is based and details of major changes in workload, delivery of services or resources required to achieve the plan & Prepare and submit budgets to the Board of Directors for approval, following presentation at the Finance Committee. Monitor performance against budget; submit to the Board of Directors financial estimates and forecasts Ensure adequate training is delivered on an ongoing basis to budget holders. Must provide information as required by the Director of Finance & Performance to enable budgets to be compiled. All budget holders will sign up to their allocated budgets at the commencement of each financial year. 3.2 All budget holders Must make themselves aware of relevant Trust guidance, procedures and instructions on financial management Required to work within the financial limits Responsible for all expenditure against their budget and the use of Trust Resources to deliver work outlined in their local business plans and in commissioners contracts Delegate budget to budget holders & Budget Holders Must not exceed the budgetary total or virement limits set by the Board of Directors Devise and maintain systems of budgetary control. Ensure that (i) no overspend or reduction of income that cannot be met from virement is incurred without prior consent of the Board of Directors; Budget Holders (ii) approved budget is not used for any other than specified purpose subject to rules of virement; (iii) no permanent employees are appointed without the approval of the Chief Executive other than those provided for within available resources and 20