NHS Confederation Group Scheme of Delegation

Transcription

1 NHS Confederation Group Scheme of Delegation Revised 1 November 2014 Accountable Authority: Board of Trustees Next review date: 31 October 2016 Owner of policy: Head of Legal and Compliance

2 Introduction This scheme of delegation sets out the roles and responsibilities for the NHS Confederation Group which includes its trading company. The scheme will be reviewed every two years or more often if necessary. Adherence to the contents of the Scheme of Delegation is mandatory for all staff and failure to follow its requirements could be treated as a disciplinary matter. Powers of the Charity These are laid out in the Memorandum and Articles of Association adopted by special resolution and agreed by the members on 25 June The Memorandum and Articles can only be amended by a resolution that has been passed by a majority of not less than three quarters of members voting: the quorum for the vote is one fifth of the membership. Matters reserved for the Board of Trustees The board of trustees approve: 1. The strategic direction for the group including the strategic aims 2. The corporate business plan and budget for the group 3. The Charity s consolidated annual financial statement and accounts 4. Reserves and investment policies 5. The Scheme of Delegation 6. The Standing Financial Instructions 7. Anti-bribery and anti-fraud policies and statements 8. Core and Partner membership fees and subscriptions 9. Staff pay awards (recommended by the Remuneration Committee) 10. Code of Conduct for Trustees The board of trustees appoints: 1. The chair of the charity in accordance with the Articles of Association and, if remunerated, in accordance with the requirements of the Charity Commission (new) 2. The chief executive of the charity and subsidiary company 3. The Directors of the subsidiary company The Chair 1. The chair is not responsible for executive matters 2. The chair s principal responsibility is providing leadership to and ensuring the effective running of the boards 3. The chair is responsible for ensuring the board/s of directors as a whole plays a full and constructive part in the development and determination of the Group s strategy and overall objectives 4. The chair is the guardian of the decision making process for the board of directors 5. The chair is responsible for the general leadership in line with the values of the organisation and Nolan principles of the board of directors and ensuring its effectiveness on all aspects of its role and setting its agenda 1

3 6. The chair is responsible for ensuring the agenda of the board/s of directors takes full account of the important issues facing the organisation and the concerns of all board members. There shall be an emphasis on strategic, rather than routine issues. 7. Ensuring, with the advice of the board secretary, compliance with the board s approved procedures in including the schedule of matters reserved for their decision and each committee s terms of reference 8. Taking the lead, with the board secretary in providing a properly constructed induction programme for new directors 9. Ensuring that the performance of the board/s of directors as a whole, its committees and individual trustees are periodically assessed Finance and Performance Committee The responsibilities of the finance and performance committee are set out in its terms of reference agreed by the Board of Trustees. The Committee acts within the boundaries of the Scheme of Delegation to: 1. authorise contracts for the purchase and provision of goods and services 2. review the performance of the organisation 3. review the financial reports and management accounts of the organisation 4. agree key internal policies Remuneration Committee The responsibilities of the Remuneration Committee are set out in its terms of reference agreed by the Board of Trustees. The Remuneration Committee covers:- Chief Executive and identified directors 1. Framework/broad policy for the remuneration of the Group chief executive, chief executive/directors of Networks and Countries, and other directors in the Group 2. the total individual remuneration package for each identified director 3. the policy for authorising claims for expenses from the Chief Executive, the Chairman and the identified directors All staff 1. policy for and scope of annual cost of living increases for all staff (including the chief executive and directors) 2. annual review of the remuneration trends across the organisation 3. be consulted on any changes in the reward structure for the whole organisation 4. oversee any major changes in employee benefits structures throughout the organisation 2

4 Audit Committee The responsibilities of the Audit Committee are set out in its terms of reference agreed by the Board of Trustees. The Audit Committee advises the board on: 1. the strategic processes for risk, control and governance.; 2. the accounting policies, the accounts, and the annual report of the organisation, 3. the planned activity and results of both internal and external audit; 4. assurances relating to the corporate governance requirements for the organisation; 5. proposals for tendering for either Internal or External Audit services or for purchase of non-audit services from contractors who provide audit services; 6. anti-fraud policies, whistle-blowing processes, information risk governance and arrangements for special investigations; 7. serious incidents reported to the Charity Commission; Networks and Countries In accordance with the Articles of Association each network and country arrangement is entitled to manage its own affairs, subject to the reasonable requirement of the Trustees. The networks and countries can approve: 1. Their strategic direction within the context of the overall Group direction 2. Their constitution within the boundaries of the Articles of Association 3. Their membership or fee subscription 4. Their annual business plan and budget NHS Confederation Services Company Limited No delegated powers Group Chief Executive 1. The Group CE is responsible for executive matters. All members of the senior management structure report either directly or indirectly to him 2. The Group CE s principal responsibility is the leading the Confederation and for providing leadership in accordance with the organisation s values and the Nolan principles 3. The Group CE is responsible for developing and implementing the Group s strategy and communicating this to staff, members and stakeholders 4. The Group CE is responsible for implementing the decisions of the board/s of directors and its committees 5. The Group CE is responsible for the provision of information and support to the Board of Trustees 6. The Group CE is responsible for maintaining a dialogue with the chairman in the important strategic issues facing the Group and agreeing with the chairman an agenda for the board of Trustees an agenda that reflects these. 3

5 7. Ensuring, in consideration with the chairman and the board secretary that the management team comply with the organisation s approved procedures including the schedule of matters reserved to the SMT for its decision 8. Contributing to induction programmes for new directors ensuring that appropriate time is set aside for this 9. Ensuring the performance reviews are carried out twice a year for each of the senior management team. Providing input into the wider evaluation process of the board of trustees. The Group Senior Management Team 1. The Group Senior Management Team is responsible for the design and management of operating arrangements and policies (including risk management) which make effective and efficient use of Group s resources; enhance the delivery of corporate objectives; and motivate and realise the potential of the Group s staff. Financial Authorisation Levels All the financial amounts are exclusive of VAT Failure by any member of staff to abide by these authorisation levels could be treated as a disciplinary matter in accordance with the disciplinary policy and may lead to dismissal. Contracts for goods and services Budget Holders up to 15k Director 15k and over but below 100k If the expenditure is not already included in the business plan then approval should be counter-signed by the Director or Head of Finance SMT 100k and over but below 250k F&P committee 250k and over but below 750k Trustees over 750k Contracts includes all types of agreement between two or more parties including but not limited to Memorandum of Understanding (MOU); partnership agreement; joint venture. All contracts must be signed off by the Head of Legal and Compliance before being passed to a director for signing. 4

6 Contracts for consultancy services (i.e. a named individual via either a consultancy* or company contract) Director SMT F&P committee contract of up to 6 months or up to a maximum total value of 50k subject to a check to ensure no other contracts with the individual/company held in the organisation. The contract cannot be renewed without further authorisation from Legal and Compliance contract of over 6 months but less than 12 months or up to a maximum total value of 100k subject to a check to ensure no other contracts with the individual/company held in the organisation. The contract cannot be renewed without further authorisation from Legal and Compliance contract of over 12 months or over a total value of 100k subject to a check to ensure no other contracts with the individual/company held in the organisation. The contract cannot be renewed without further authorisation from Legal and Compliance * if a consultancy contract is used then you must complete the HMRC s employment status indicator. More details are in the How to appoint consultants guide Single tender waiver A Single tender waiver should be the exception and not the norm. Approval should always be secured before appointing a contractor. If a contractor is appointed before a single tender waiver is approved then it will need to be agreed by the Finance and Performance Committee Director up to 15k SMT 15k and over but below 100k F&P committee Over 100k but below 500k All retrospective approvals of any value Trustees 500k and over 5

7 New projects not in the business plan and budget approved by Trustees including contract variations Budget Holders up to 15k Director 15k and over but below 100k counter-signed by the Director or Head of Finance SMT 100k and over but below 250k F&P committee 250k and over but below 750k Trustees over 750k Staff who are considered a director for the purposes of the Scheme of Delegation The Board of Trustees have agreed that the staff listed at Appendix 1 should be considered a director for the purposes of this Scheme of Delegation. This means they can make the decisions delegated to a director and can sign documents specified in this Scheme. Delegation of Directors authority for financial authorisation levels A director can delegate their financial and other authority to a member of their team who is at Senior Manager grade although the director remains ultimately accountable. This authority does not extend to signing contracts. Any member of staff who has delegated authority will be included in the list at Annex 1. Signing Contracts/Agreements etc All contracts with a value of more than 15k must be approved by the Head of Legal and Compliance (or equivalent post) to ensure that contractual conditions can be met and all risks and liabilities have been considered etc. Contracts or agreements with a value of less than 15k can be signed by a budget holder or person on the list appended to the Scheme of Delegation Contracts in the Charity or subsidiary company can only be signed by a person on the list appended to the Scheme of Delegation. Deeds can only be signed by a Trustee. It is the responsibility of the person signing a contract or agreement to ensure that all permissions in accordance with this Scheme of Delegation have been obtained. 6

8 List of Directors for the purposes of the Scheme of Delegation 1. Rob Webster 2. Gill Bellord 3. Helen Birtwhistle 4. Karen Charman 5. Sue Covill 6. Stephen Dalton 7. Andrea Hester 8. David Hare 9. Johnny Marshall 10. Heather Moorhead 11. Danny Mortimer 12. Paul Sylva 13. Elizabeth Wade 14. Julie Wood 15. Elisabetta Zanon November 2014 Staff who have delegated authority from their director 1. Gill Bellord delegated to Geoff Winnard 7

9 FINANCIAL AUTHORISATION LEVELS Budget Holder Director Group SMT F&P committee Board of Trustees CONTRACTS & AGREEMENTS Up to 15k Over 15k but below 100k 100k and above but below 250k 250k and above but below 750k Over 750k SINGLE TENDER Single tender waiver for provision of goods or services SINGLE TENDER Retrospective approval i.e. where a contractor has already been appointed NEW PROJECTS New Projects not in the business plan including CVs CONSULTANCY CONTRACTS Purchase of the services of an individual via consultancy or company contract - Up to 15k 15k and above but less than 100k 100k and above but less than 500k Over 500k ALL - Up to 15k - 15k and above but below 100k Contract up to 6 months or Contract with a total value of up to 50k 100k and above but below 250k Contract 6 months or more but less than 12 months or Contract with a total value of more than 50k but less than 100k 250k and above but below 750k Contract of 12 months or more or Contract with a total value of more than 100k Over 750k - Signing contracts Standard T&Cs only up to 15k. Contract