Group Governance Framework Manual - Pat Documents/Group Gover… · Standing Financial Instructions, Reservations of Powers to the Board and Scheme of Delegation – revised April

Group Governance Framework Manual

Reference Number: NCAG002(17) Version Number: 3 Issue Date:

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It is your responsibility to check on the intranet that this printed copy is the latest version


Lead Author: Jane Burns, Director of Corporate Services and Group Secretary

Additional author(s) Rebecca McCarthy, Deputy Group Secretary

Division/ Department: Trust Executive

Applies to: Northern Care Alliance*

Date approved:

Expiry date: April 2021

* This includes documents relevant to multiple Care Organisations, Corporate and Support Services

Contents

Contents

Section Page

1 What is this policy about? 2

2 Where will this document be used? 2

3 Why is this document important? 2

4 What is new in this version? 2

5 Structure of Group 5

6 Chairman and Chief Executive 6

7 Non-Executive Directors 7

8 Executive Directors (Group Chief Officers) 7

9 Care Organisations 8

10 Group Business Units 8

11 Council of Governors 8

12 Membership 9

13 Committees of Group Committees in Common 9

14 Vision and Values 11

15 Internal Control 13

16 Independent Control and Regulation 23

17 Roles and responsibilities 31

18 Monitoring document effectiveness 31

19 Abbreviations and definitions 32

20 References and Supporting Documents 32

21 Document Control Information 33

22 Equality Impact Assessment (EqIA) screening tool 34

Appendices

Appendix 1: NHS Foundation Trust Accountable Officer Memorandum 35

Appendix 2: Care Organisation Chief Officer ‘accountable officer’ memorandum

41

Appendix 3: Group Standing Orders (Board) 45

Appendix 4: Terms of Reference Group Board (Salford) 84

Group arrangements:

Salford Royal NHS Foundation Trust (SRFT)

Pennine Acute Hospitals NHS Trust (PAT)



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Appendix 5: Terms of Reference Group Board (Oldham, Bury and Rochdale) 86

Appendix 6: Standing Orders Council of Governors 88

Appendix 7: Terms of Reference Shadow Group Council of Governors 101

Appendix 8: Standing Financial Instructions 105

Appendix 9: Reservation of Powers and Delegation of Powers 175

Appendix 10: Detailed Scheme of Delegation 146



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1. What is this policy about?

1.1 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.

1.2 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 Board (Salford)

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

1.5 The Manual is to be read in conjunction with:

Authorisation of Salford Royal NHS Foundation Trust (which includes the Constitution)

The Terms of Reference for Group Board (Oldham, Bury and Rochdale)

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

1.6 If you have any concerns about the content of this document please contact the author or

advise the Document Control Administrator.

2. Where will this document be used?

2.1 The Group Governance Framework Manual applies throughout the NCA.

3. Why is this document important?

3.1 The Group Governance Framework Manual describes the control framework within which the Group’s objectives will be delivered, risks mitigated and standards of business conduct adhered to.

4. What is new in this version?

4.1

Revised composition of Executive Team, removing Executive Director of Improvement – effective as at 1 April 2020

Group Board Committee Structure – revised July 2020

Group Standing Orders (Board) – revised April 2020

Terms of Reference for Group Board (Salford) – revised April 2020



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Terms of Reference for Group Board (Oldham, Bury and Rochdale) – established by the Pennine Acute Hospitals NHS Trust from 1 Apr 20

Reference to the revised Terms of Reference for the Shadow Group Council of Governors – including that they are to be approved in Sept 20 and included within this GGFM, prior to its presentation to Group Board for formal approval.

Standing Financial Instructions, Reservations of Powers to the Board and Scheme of Delegation – revised April 2020

Inclusion of the responsibilities of the Executive Management Committee (and removal of the dis-established Executive Development Committee) within the Board’s Scheme of Delegation.

5. Structure of the Group

5.1 Group Board (Committees in Common) – The Group Board operates as a

Committees in Common and conducts shared meeting of:

Group Board (Salford) – established by Salford Royal NHS Foundation Trust;

Group Board (Oldham, Bury and Rochdale) – established by Pennine Acute Hospitals NHS Trust, and has delegated responsibility for the exercise of functions of PAHT’s Oldham, Bury and Rochdale sites and services, as defined within the PAHT Board’s Scheme of Reservation and Delegation of Powers.

5.2 The Group Board meet at the same time, around one table, to make decisions in relation to Salford and Oldham, Bury and Rochdale.

5.3 The Group Board comprises: a Chairman (who is a Non-Executive Director); plus up to

six other Non-Executive Directors; and up to seven Executive Directors. The number of Executive Directors will not exceed the number of Non-Executive Directors. The Chairman has a casting vote. Other Directors attend in a non-voting capacity, including the Chief Strategy Officer and the Chief Officers of each Care Organisation.

5.4 The Group Board, operating as Committees in Common (and hencefore to be referred to

as Group Board), will substantially operate as the Board for SRFT and NCA Group. 5.5 The Salford Royal NHS Foundation Trust Board (SRFT) is ultimately responsible for the

organisation and has oversight of the delegation arrangement. The SRFT Board retains the power to change or revoke the authority delegated to its committee at any stage.

5.6 SRFT has established Standing Orders (Group Standing Orders for Board) that ensure

effective and appropriate corporate governance arrangements are in place for the organisation. The detailed arrangements for the SRFT Board and Group Board are set out within the Group Standing Orders for Board (Appendix 3). The Terms of Reference for Group Board (Salford) (Appendix 4) set out specific provisions, and should be read in conjunction with Group Standing Orders for Board.

5.7 The Group Board is accountable for the overall performance and quality of its services to

the regulators, NHS Improvement (NHSI) and the Care Quality Commission (CQC), and the Council of Governors.

5.8 Shadow Group Council of Governors – The Shadow Group Council of Governors

(known as Group Council of Governors) is established as a sub-committee of the SRFT



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Council of Governors, as defined within the Scheme of Reservation and Delegation of Powers.

5.9 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 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.

5.10 The 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 SRFT Council of Governors’ composition and responsibilities are set out in the SRFT Constitution.

5.11 Group Membership – The Group’s Membership comprises public and staff members of

SRFT, and the Oldham, Bury and Rochdale constituencies of the Pennine Acute Hospitals NHS Trust’s membership base.

6. Chairman and Chief Executive

6.1 There is a clear division of responsibility between the chairing of the Group Board and Group Council of Governors 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).

6.2 ‘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).

6.3 The Chairman is responsible for:

providing ‘leadership of the Board and the Council of Governors, ensuring their effectiveness on all aspects of their role and leading on setting the agenda for their meetings’;

ensuring ‘that the Board and the 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 Board’s affairs and ensuring that the Board acts as a team.

6.4 ‘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)



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6.5 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;

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.

7. Non-Executive Directors

National Drivers for member and public engagement 7.1 As members of a unitary board, Non-Executive Directors have a duty to ensure that

there is constructive challenge prior to decisions of the Board. 7.2 Non-Executive Directors are responsible for:

− bringing independent judgement to bear on issues of strategy, performance, risk management and key appointments;

− ‘satisfying themselves on the integrity of financial information and that financial controls and systems of risk management are robust and defensible’

− determining ‘appropriate levels of remuneration of Executive Directors (through the Remuneration Committee)’;

− ‘appointing and where necessary removing Executive Directors, and succession planning’; (Quotations from NHS FT Code of Governance, 2014);

− 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);

− undertaking the work of the Audit Committee.

7.3 Non-Executive Directors are members of the SRFT Board and Group Board. 7.3

8. Executive Directors (Group Chief Officers)

8.1 The Executive Directors of SRFT are also Group Chief Officers and voting members of the

Group Board: − Chief Executive Officer (Group 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 Group Delivery (Chief Delivery Officer) − Executive Director of People (Chief of People)

8.2 They have responsibilities as members of the SRFT Board and Group Board and as the

most senior managers of the operations of Group.

9. Care Organisations



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9.1 Currently, Group comprises three Care Organisations: − Salford − Oldham − Bury & Rochdale

9.2 Each Care Organisation has a leadership team comprising:

− Director of Operations − Medical Director − Director of Nursing − Finance Director

Together the leadership team is responsible 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. One member of the Care Organisation leadership team is appointed as the Care Organisation Chief Officer. The Care Organisation Chief Officer is accountable to the Group Chief Executive Officer and is a non-voting member of Group Board.

10. Group Business Units

10.1 Two Group Business Units are established: Diagnostics & Pharmacy; and Estates &

Facilities. 10.2 Group Business Units provide essential services to the Group’s Care Organisations,

which enable delivery of core Care Organisation business objectives, and direct services to external health and care partners.

10.3 The Group Business Units have leadership teams in place and robust governance

arrangements, which are aligned to and effectively support the governance arrangements of the Care Organisations.

11. Council of Governors

11.1 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 Group Council of Governors committee. The Group Council of Governors will have a close working relationship with the Group Board.

11.2 The Group Council of Governors comprises:

− elected public and shadow public; − elected staff and shadow staff; − 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 Group Council of Governors Committee Terms of Reference. Appointed governors represent key stakeholders of the NCA.



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11.3 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

11.4 To this end, it prepares and from time to time reviews the NCA Membership and Public

Engagement Strategy. 11.5 Governors provide their views to the Group Board on the NCA’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; − to appoint or remove the Trust’s financial auditor;

11.6 The Standing Orders of the Council of Governors are included within the Group

Governance Framework Manual.

12. Membership

12.1 The members provide a means by which the NCA 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.

Both staff and public members elect the governors who represent their constituencies. All Governors and Non-Executive Directors have to be members of one of the NCA’s Trusts and the constituency they represent.

13. Committees of Group Board

13.1 The Group Board has established the following committees:

− Audit Committee − Nominations, Remuneration and Terms of Service Committee − Charitable Funds Committee − Strategy and Investment Committee − Group Executive Risk and Assurance Committee − Group Executive Management Committee

The terms of reference of these committees are available on Trust’s intranet site. The powers that the Group Board has delegated to the committees are listed in the Reservation and Delegation of Powers. A brief description of their role in corporate governance follows.



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13.2 Audit Committee

There will be a single Audit Committee at group level comprising non-executives. The 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 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 statement, external audit opinion or other appropriate independent assurances, for the Group and the Care Organisations, prior to submission to the Group Board;

− 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 Counter Fraud Authority.

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 (AGS) 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. The 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 Board, 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.

13.3 Group Nominations, Remuneration, and Terms of Service (NRTS) Committee

The Nominations, Remuneration and Terms of Service Committee is established as a Non-Executive committee of the Board(s). The Committee will consider matters pertinent to the nomination, remuneration and associated terms of service for Executive Directors (including the Chief Executive), matters associated with the nomination of Non-Executive



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Directors and remuneration policy and practice of senior managers/clinical leaders. The committee gives full consideration to succession planning, taking into account the future challenges, risks and opportunities facing the trusts and the skills and expertise required within the board of directors to meet them.

The membership of the Nominations, Remuneration and Terms of Service Committee comprises the Trust Chairman and all Non-Executive Directors.

13.4 Charitable Funds Committee

The SRFT Board is the Corporate Trustee of the Charity governed by the laws applicable to the Trust, principally the Trustees Act 2000 and the Charities Act 1993.

The Group Board 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. The membership of the Charitable Funds Committee comprises of all Non-Executive Directors.

13.5 Strategy and Investment Committee

The Strategy and Investment Committee is established as a standing committee of the Group Board 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 NCA activity base, and ensuring their alignment with Group Board approved strategy and risk framework.

13.6 Group Executive Risk and Assurance Committee

The Group Executive Risk and Assurance Committee is established as a standing committee of the Group Board 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 Board; review corporate performance of Group; have overarching responsibility for risk management including monitoring of all group level risks and reporting to Group Board; oversee the application of the NCA’s Single Oversight Framework, with respect to the operational performance of the Care Organisations and Group Business Units, and review Care Organisation and Group Business Units’ Assurance Frameworks/Risk Registers.

13.7 Group Executive Management Committee

The Group Executive Management Committee is established as a standing committee of the Group Board. The Committee has delegated power from Group Board to oversee the development and delivery of Group’s strategic ambitions, ensure oversight of all major transformation programmes to ensure delivery against agreed milestones, review potential strategic change initiated from external sources, explore and prioritise business development opportunities, ensure effective communications and stakeholder management and enable collective Executive decision making on critical, tactical matters The Group Executive Management Committee will, in concert with Group Executive Risk and Assurance Committee, ensure appropriate action is taken to mitigate risk.



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14. Vision and Values

14.1 The Group Board sets the Group-wide vision, aligned to the Group’s governing

objectives. The Group Board also sets the Group’s strategic direction and objectives (supported through analysis and assessment performed by the Strategy Function).

‘Saving Lives, Improving Lives’ is the Group’s vision and sets the strategic direction for services to be: Highly Reliable - Delivering high quality services whatever the day of the week or hour of the day through standardising care to the evidence of best practice. At Scale - Creating benefits through economies of scale which results from a 'shared hospital service' across the Group, and enabling the development of local integrated services closer to home. Trusted - Providing safe, effective and compassionate services by our people who are highly motivated, well led and believe in the values of the NHS. Connected - Connecting all parts of the health and social care system so that they deliver better care to people, in their neighbourhood, which meets their needs. Pioneering - Continuously innovating and improving services, with a particular focus on new digital solutions to improve care and patient experience. Value for Money - Supporting staff to identify opportunities for productivity and efficiency so that the taxpayer is getting best value. Care Organisations hold operational autonomy, with responsibility to inform and implement strategy and standards as set by the Group Board and instil the Group’s vision and values

14.2 Values The NCA Values are:

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

Accountability

Acts with integrity and is results-focused

Displays personal accountability towards problem-solving

Recognises and accepts accountability beyond the job role 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

Respect



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Supports and empowers staff involvement

Considerate of others’ contribution and needs

Is a guardian of the Trust’s reputation and resources

14.3 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.

15. Internal Control

15.1 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.

15.2 Annual Governance Statement

NHS Foundation 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;



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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.

15.3 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 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.

15.4 The development of a the Annual Governance Statement reflects the shared endeavour for the Group Risk and Assurance Committee and the Audit 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.

15.5 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 Board (Salford) (Appendix 4)

Terms of Reference of Group Board (Oldham, Bury and Rochdale) (Appendix 5)

Standing Orders of the Council of Governors (see Appendix 6)

Terms of Reference of the Shadow Group Council of Governors (Appendix 7)

Standing Financial Instructions (see Appendix 8)

Reservation and Delegation of Powers (see Appendix 9)

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 9) as any action that they take that is outside of their delegated authority could have serious consequences for both the Trust and the individual.



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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 Group Assurance Framework/Corporate Risk Register and ensure they are effectively delivered across the Group

Identify Principal Risks to the delivery of the Annual Business Plan’s Objectives

Cascade Group Principal Objectives to Care Organisations and develop into relevant and effective Care Organisation 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 Care Organisation/Group objectives

Identify Principal Risks to the delivery of the Care Organisation Objectives, and establish the Care Organisation Assurance Framework/Risk Register

Guard Care Organisation /Divisional Assurance Frameworks/Risk Registers and escalate risks as appropriate

Local membership, patient and public engagement 15.6 Assurance Frameworks

An Assurance Framework is a simple but comprehensive method for:

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 Board about the achievement of the Group’s principal objectives through the active management of risk;

Providing evidence to allow the Group Board 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 target;

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.



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The Group Board 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

Fig 4.1 15.7 The Group’s Vision and the Principal Objectives

The Group’s vision is set as “Saving Lives, Improving Lives by delivering highly reliable services at scale, which are trusted, connected and pioneering.”

To ensure the Group realises its vision and fulfils its statutory duties the Group Board identify principal objectives which must be achieved within each business year. These principal objectives are consolidated into Group and Care Organisation Operational Plans which are rigorously monitored via the organisation’s governance committee arrangements 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/Group Risk Register accounts for



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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 HealthWatch.

Care Organisation, Divisional and Departmental objectives as detailed in Care Organisation, Divisional and Departmental plans align with the Group principal objectives in order that their activities contribute to the achievement of the Group principal objectives.

The Board Assurance Framework/Group Risk Register (BAF/GRR) is a mechanism through which the Group Chief Executive Officer provides assurance to the Group Board about the delivery of the Principal Objectives, with focus on principal risks. The BAF/GRR maps the system of internal control in place to manage the Trust’s Principal Risks 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.

15.8 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

15.9 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;



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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 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.

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 organisation 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 Group. *

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 services which significantly hinder the Group in meeting its responsibilities.*

5 Catastrophic - death or permanent severe disability to a person or persons and/or significant loss of reputation for the Group and/or loss of key services which prevent the Group 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.



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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

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 Care Organisation Risk and Assurance Committees to Care Organisation Management Boards. This is also applicable within the governance arrangements of the Group’s Business Units.

12 and over

Significant risks to Group which must be managed and reported through the Group Board, via the Care Organisation 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.



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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.

15.10 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:

Departmental Assurance Local Management Oversight – direct management assurances Corporate Assurance

Corporate Oversight – internal assurance sources, independent from direct management assurance sources

Independent Assurance Independent Oversight – External Auditors, Internal auditors, Regulators, External Benchmarking etc. Internal assurance is provided by the Group Executive Risk and Assurance Committee which has a core membership of all Group Chief Officers, Care Organisation Chief Officers and Group Business Group Directors, together with designated officers relevant to the business of that committee. Assurances are coordinated on behalf of the Group by Group Executive Risk and Assurance Committee. Group Board has established a Single Oversight Framework, which requires the Care Organisation Chief Officers and Group Business Unit Directors to submit a monthly Statement of Assurance, supported by quarterly presentation of each CO BAF/CORR, to the Group Executive Risk and Assurance Committee. The Statements of Assurance provide regular assurance reports regarding the key components of the Care Organisations’ and Group Business Units’ 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 Board 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:



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15.11 The Assurance Process The Group Board 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 and Group Business Units is reviewed by the Group Executive, utilising the Group Single Oversight Framework on a monthly basis via a Statement of Assurance and is designed to:

provide assurance regarding the delivery of annual plan objectives;

build strong relationships between Care Organisations, Group Business Units and Group;

harness and spread good practice (standardised at scale);

connect our leaders and teams and support quality and performance improvement

The Group Executive Risk and Assurance Committee oversees the implementation of the Single Oversight Framework and ensures that there is alignment between the Statements of Assurance and Care Organisation/Group Business Unit Board Assurance Framework/Risk Registers.

15.12 Group Board Reports and Levels of Assurance

Every quarter the Group Chief Officer 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 Board until the risk is reduced to less than 12 or is considered to be acceptable. The Group Board 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 Board takes into account the assurances it has received and, where there is a conflict of opinion between different assurers, the Group Board 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);

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).



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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 Board. The assurance process is subject to annual independent audit which is reported to the Audit Committee.

The 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.

16. Independent Control and Regulation

16.1 Internal Audit 16.1.1 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

16.1.2 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.

16.1.3 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.

- 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:



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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 organisation 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 the overall arrangements are in place. The professional links will be through the Group Chief Financial Officer and the Care Organisations(CO) Director of Finance (DOF). 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.

- 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.

16.1.4 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



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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.

16.1.5 Responsibilities of the Group

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.

16.1.6 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.

16.2 Countering Fraud, Bribery and Corruption 16.2.1 Managing the risk of fraud is the responsibility of line management. The Group has

comprehensive Anti-Fraud, Bribery & Corruption Policies in place governing the local anti-fraud services at Salford Royal NHS Foundation Trust, through the nominated Local Anti-Fraud Specialist and Lead Local Counter Fraud Specialist.



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16.2.2 The relationship between the Trust’s Anti-Fraud Specialist, Lead Local Counter Fraud Specialist, the Head of Internal Audit and the Group Chief Financial Officer is formally defined in accordance with the contractual requirements. An Anti-Fraud Specialist and Lead Local Counter Fraud Specialist are assigned at both Group and CO level.

16.2.3 Counter Fraud Strategy

The NHS Counter Fraud Authority (NHS CFA) is a new special health authority dedicated to tackling fraud, bribery and corruption within the health service. The NHS CFA provides a clear focus for both the prevention and investigation of fraud across the health service and works with NHS England and NHS Improvement to properly uncover fraud and tackle it effectively. NHS CFA deliver anti-crime work that cannot be carried out by NHS health bodies regionally or in isolation. They use intelligence to identify serious and complex economic crime, reduce the impact of crime and drive improvements in anti-crime work. Local NHS organisations are primarily accountable for dealing with crime risks in the NHS. NHS CFA provides information and guidance to local Anti-Fraud Specialists to improve anti-fraud, bribery and corruption work across the NHS. NHS CFA’s main objectives are:

− to deliver the Department of Health and Social Care (DHSC) strategy, vision and

strategic plan, and be the principal lead for counter fraud activity in the NHS in

England;

− to be the single expert intelligence led organisation providing a centralised

investigation capacity for complex economic crime matters;

− to lead, guide and influence the improvement of standards in counter fraud work,

in line with HM Government Counter Fraud Professional Standards, across the

NHS and wider health group, through review, assessment and benchmark

reporting of counter fraud provision across the system;

− to take the lead and encourage fraud reporting across the NHS and wider health

group, by raising the profile of fraud and its effect on the health care system.

16.2.4 Anti-Fraud Specialist (AFS)/Lead Local Counter Fraud Specialist (LCFS)

Each Trust is required to appoint an AFS and/or LCFS 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 and LCFS reports to the Group’s Chief Financial Officer and works with staff from the NHS CFA in accordance with its contractual requirements within Service Condition 24 of the NHS Standards Contract and the guidance given in the NHS Fraud and Corruption Manual. An AFS and LCFS areassigned at CO level as well as at Group.

16.3 External Audit



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16.3.1 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 and Staff Reports to be audited has been properly prepared in accordance with the relevant accounting and reporting framework;

other information which comprises the information included within the Annual Report other than the financial statements the auditors report thereon, is consistent with the financial statements.

The External Auditor also provides opinion on value for money arrangements in place at the Trust for securing economy, efficiency and effectiveness in the use of resources. 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.

16.4 NHS Improvement (NHSI) 16.4.1 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.

16.4.2 NHS Improvement’s Single Oversight Framework NHSI’s 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)

16.5 Foundation Trusts’ planning and reporting 16.5.1 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 (formerly Monitor) 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.



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NHSI works closely with a number of organisations, including the Care Quality Commission (CQC), in order to carry out its role.

16.6 Care Quality Commission (CQC) 16.6.1 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 meet the standards of quality and safety expected. The CQC register all health and adult social care services across England and carry out regular checks on them. 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.

16.6.2 The aim of CQC inspections is to get to the heart of patients experiences and is a

mixture of announced, unannounced or focused inspections. The CQC will look at the quality and safety of the care provided based on the things that matter to people. They will ask five questions of all services:

Are they safe? Patients are protected from abuse and avoidable harm

Are they effective? Care, treatment and support achieves good outcomes, helps to maintain quality of life and is based on the best available evidence.

Are they caring? Staff involve and treat patients with compassion, kindness, dignity and respect.

Are they responsive to people’s needs? Services are organised so they meet needs of patients.

Are they well-led? The leadership, management and governance of the organisation make sure it’s providing high quality care that is based around individual needs, that it encourages learning and innovation, and that it promotes an open and fair culture.

16.6.3 In March 2018, NHS Improvement introduced a Use of Resources assessment for all

non-specialist acute trusts. For those Trusts who undergo a Use of Resources assessment they will receive a combined trust-level rating of Care Quality Commission’s (CQC's) five quality questions and a Use of Resources rating.

16.6.4 Use of Resources assessments are designed to improve understanding of how effectively and efficiently trusts are using their resources – including their finances, workforce, estates and facilities, technology and procurement – to provide high quality, efficient and sustainable care for patients. The assessments will form part of NHS Improvement’s approach to oversight and improvement through the Single Oversight Framework (SOF), identifying support needs and good practice to help drive improvement.

16.6.5 The Use of Resources assessment will also generate a report and rating which will be

published by the Care Quality Commission (CQC). The assessment should be a useful improvement tool, enabling trusts to demonstrate to patients, communities and taxpayers that they are delivering services efficiently and effectively, while providing care that meets the CQC five key domains: safe, effective, caring, responsive and well-led.

16.6.6 The CQC sources and analyses a range of data sources, both qualitative and

quantitative, in preparation for inspections and to build each CQC Insight dashboard report. These include:



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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

16.6.7 Inspection reports are published by the CQC and the trust is notified of its rating against each of the five key questions and provided an overall rating:

Outstanding

Good

Requires Improvement

Inadequate By law, the trust must display its CQC rating in areas it provides care and also publish on its website.

16.6.8 The CQC will deliver proportionate enforcement action when serious breaches in standards of quality and safety are identified using requirement notices, or, warning notices to set out what improvements must be taken. They can also make changes to the trusts registration limiting the care provided, for example imposing a condition for a period of time or place the trust into special measures.

16.6.9 The CQC use the CQC Insight dashboard to monitor potential changes in quality of care

as it brings together all the information held about the services in one place and analyses it.

16.7 CQC Insight for Acute NHS Trusts’ Reports 16.7.1 On a monthly basis CQC publish the ‘CQC Insight’ dashboard reports. Northern Care

Alliance is able access the reports covering Pennine Acute Hospitals NHS Trust and Salford Royal NHS Foundation Trust.

16.7.2 The aim of the dashboard is to reflect historic performance and to assist with monitoring improvement or early identification of areas for improvement. The dashboard is primarily aimed at inspectors to assist with the monitoring of trust performance and use as part of ongoing engagement.

16.7.3 The dashboard fits in with the Single Oversight Framework (SOF) which is designed to help NHS providers attain, and maintain, CQC ratings of ‘Good’ or ‘Outstanding’. There is an indictor within the dashboard that allows CQC to monitor how trusts are performing and level of potential support required.

16.7.4 The data and information contained within the dashboard are updated on a monthly basis and are uploaded onto CQC’s QRP online website. The data streams updated are identified and the data source and time period used displayed below.

16.7.5 The dashboard displays the ratings for Safe, Effective, Caring, Responsive and Well-led for the trusts as an overall, each trust location, urgent & emergency care, medical care, surgery, critical care, maternity, children & young people, end of life care and outpatients. The ratings are:



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Outstanding

Good

Requires Improvement

Inadequate

Inspected but not formally rated

Not rated The performance data and information contained within the dashboard is categorised by Performance level:

Much better

Better

About the same

Worse

Much Worse

Non-submission

No data

16.8 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 http://www.hse.gov.uk

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: http://www.hse.gov.uk/healthservices/index.htm

The Trust has a comprehensive Health and Safety Policy that is available on the Trust’s intranet: http://intranet.srht.nhs.uk/policies-resources/trust-policy-documents/trust-wide-general/grimhsc/tg2105/?locale=en

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.

16.9 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.

http://www.hse.gov.uk/

http://www.hse.gov.uk/healthservices/index.htm

http://intranet.srht.nhs.uk/policies-resources/trust-policy-documents/trust-wide-general/grimhsc/tg2105/?locale=en

http://intranet.srht.nhs.uk/policies-resources/trust-policy-documents/trust-wide-general/grimhsc/tg2105/?locale=en



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17. Roles and responsibilities

Roles and responsibilities are clearly defined within the Manual.

18. Monitoring document effectiveness

Document effectivess will be monitored via the Group Assurance Framework structure. The Annual Governance Statement (AGS) to be signed by the Accountable Officer, on behalf of the Board, will provide a reference point to test assurance arrangements. Continual review of Assurance Frameworks/Risk Registers, Statements of Assurance, Internal Audit Report, External Audit Report and the broader reporting schedule within the Group Assurance Framework committee structure will ensure the principles and assurance processes are embedded.



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19. Abbreviations and definitions

All abbreviations defined within the Manual.

20. References and Supporting Documents

N/A


Reference Number: NCAG002(17) Version Number: 3

Final Issue Date:

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21. Document Control Information

Lead Author: Janes Burns Group Secretary

Lead author contact details:

0161 206 5185 [email protected]

Consultation List the persons or groups who have contributed to this policy. (please state which Care Organisation)

Name of person or group

Role / Department / Committee (Care Org)

Date

Audit Committee NCA Groupwide 27/09/2019

Endorsement List the persons or groups who have seen given their support to this policy. (please state which Care Organisation)

Name of person or group

Role / Department / Committee (Care Org)

Date

Group Board (Committees in

Common) NCA Groupwide 30/09/2019

Keywords / phrases: Governance, Framework, Standards if Business Conduct, Internal Audit, External Audit, Interests, Risk, Assurance, Group Committees in Common, Council of Governors

Communication plan:

The Manual will be made available on the SRFT and PAHT intranet, and communicated via Team Brief/SiREN. The document will be publicly available via the SRFT and PAHT internet

Document review arrangements:

This document will be reviewed by the author, or a nominated person, at least once every three years or earlier should a change in legislation, best practice or other change in circumstance dictate.

This section will be completed following committee approval

Policy Approval: Name of Approving Committee: NCA Group Board (Committees in Common)

Chairperson: Jim Potter

Approval date: 30/09/2019

Formal Committee decision (tick) Chairperson’s approval (tick)

mailto:[email protected]



Final Issue Date:

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22. Equality Impact Assessment (EqIA) screening tool

Legislation requires that our documents consider the potential to affect groups differently, and eliminate or minimise this where possible. This process helps to reduce health inequalities by identifying where steps can be taken to ensure the same access, experience and outcomes are achieved across all groups of people. This may require you to do things differently for some groups to reduce any potential differences.

1a) Have you undertaken any consultation/ involvement with service users, staff or other groups in relation to this document? If yes, specify what.

Yes Engagement with Audit Committee/Specific Staff

1b) Have any amendments been made as a result? If yes, specify what.

No

2) Does this policy have the potential to affect any of the groups listed below differently? Place an X in the appropriate box: Yes, No or Unsure This may be linked to access, how the process/procedure is experienced, and/or intended outcomes. Prompts for consideration are provided, but are not an exhaustive list

Protected Group Yes No Unsure

Age (e.g. are specific age groups excluded? Would the same process affect

age groups in different ways?) X

Sex (e.g. is gender neutral language used in the way the policy or

information leaflet is written?) X

Race (e.g. any specific needs identified for certain groups such as dress,

diet, individual care needs? Are interpretation and translation services required and do staff know how to book these?)

X

Religion & Belief (e.g. Jehovah Witness stance on blood transfusions;

dietary needs that may conflict with medication offered.) X

Sexual orientation (e.g. is inclusive language used? Are there different

access/prevalence rates?) X

Pregnancy & Maternity (e.g. are procedures suitable for pregnant and/or

breastfeeding women?) X

Marital status/civil partnership (e.g. would there be any difference

because the individual is/is not married/in a civil partnership?) X

Gender Reassignment (e.g. are there particular tests related to gender? Is

confidentiality of the patient or staff member maintained?) X

Human Rights (e.g. does it uphold the principles of Fairness, Respect,

Equality, Dignity and Autonomy?) X

Carers (e.g. is sufficient notice built in so can take time off work to attend

appointment?) X

Socio/economic (e.g. would there be any requirement or expectation that

may not be able to be met by those on low or limited income, such as costs incurred?)

X

Disability (e.g. are information/questionnaires/consent forms available in

different formats upon request? Are waiting areas suitable?) Includes hearing and/or visual impairments, physical disability, neurodevelopmental impairments e.g. autism, mental health conditions, and long term conditions e.g. cancer.

X



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Are there any adjustments that need to be made to ensure that people with disabilities have the same access to and outcomes from the service or employment activities as those without disabilities? (e.g. allow extra time for appointments, allow advocates to be

present in the room, having access to visual aids, removing requirement to wait in unsuitable environments, etc.)

X

3) Where you have identified that there are potential differences, what steps have you taken to mitigate these? NA

4) Where you have identified adjustments would need to be made for those with disabilities, what action has been taken? NA

Will this policy require a full impact assessment? No (a full impact assessment will be required if you are unsure of the potential to affect a group differently, or

if you believe there is a potential for it to affect a group differently and do not know how to mitigate

against this - Please contact the Inclusion and Equality team for advice on [email protected]) Author: Type/sign: Jane Burns Date:30/09/2019 Sign off from Equality Champion: Date:

mailto:[email protected]

Group Governance Framework Manual – Appendix 1 : NHS Foundation Trust Accounting Officer Memorandum


Final Issue Date:

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Appendix 1:

NHS Foundation Trust Accounting Officer Memorandum



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NHS foundation trust accounting officer memorandum IRG 24/15 5 August 2015



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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 1983.

4. 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’

the avoidance of waste and extravagance

the efficient and effective use of all the resources in their charge.

https://www.gov.uk/government/publications/managing-public-money



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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, standards and practices set out in the Public Sector Internal Audit Standards.

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

https://www.gov.uk/government/publications/public-sector-internal-audit-standards





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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 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



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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 2013.

https://www.gov.uk/government/publications/managing-public-money

Group Governance Framework Manual – Appendix 2 : Care Organisation Chief Officer’s accountable officer memorandum (Letter provided to each Care Organisation Chief Officer from the Chief Executive)


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Appendix 2

Care Organisation Chief Officer’s accountable officer memorandum (Letter provided to each Care Organisation Chief Officer from the Chief

Executive – sent April 2017) 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 (PAHT) (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)



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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

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 1983. 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.



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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 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

o 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

o 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

o ensure that any protected property (or interest in) is not disposed of without the consent

of Group o 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 o 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.



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“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 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.




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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.

Group Governance Framework Manual – Appendix 3: Group Standing Orders (Board)


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Appendix 3:

GROUP STANDING ORDERS (Board)



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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 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 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



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7. DISABILITY OF DIRECTORS IN PROCEEDINGS ON ACCOUNT OF PECUNIARY

INTEREST

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



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INTRODUCTION 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 https://www.gov.uk/government/uploads/system/uploads/attachment_data/file/293920/Salford_terms_of_authorisation_010806.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 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 Trust must also adopt Standing Financial Instructions (SFIs) as an integral part of Standing Orders setting out the responsibilities of individuals. The Trust’s 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 Trust’s Boards and what responsibility has been delegated by the Trust.

https://www.gov.uk/government/uploads/system/uploads/attachment_data/file/293920/Salford_terms_of_authorisation_010806.pdf




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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. 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.

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. "EXECUTIVE DIRECTOR" means a director of the Board with voting rights, who is an officer of the

Trust. An Executive Director is 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 2006. 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.



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"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.

"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. "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.



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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.

2.6 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 2.8.



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2.10 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.

2.11 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.

2.12 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.).

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.

2.13.1 Executive Directors

Executive Members shall exercise their authority within the terms of these Standing Orders and Standing Financial Instructions and the Scheme of Delegation.

2.13.2 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 NHS Foundation Trust Accounting Officer Memorandum.

2.13.3 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.



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2.13.4 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.

2.13.5 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 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 3.1.1 Ordinary meetings of the Board shall be held at regular intervals at such times and

places as the Board may determine. 3.1.2 The Chairman of the Trust may call a meeting of the Board at any time. 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.

3.1.4 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 3.2.1 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. Want of service of such a notice on any Director shall not affect the validity of a meeting.

3.2.2 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. 3.2.3 No business shall be transacted at the meeting other than that specified on the notice of

meeting. 3.2.4 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



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10 days before a meeting may be included on the agenda at the discretion of the Chairman.

3.3 Agenda and Supporting Papers 3.3.1 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.)

3.3.2 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.

3.3.3 Before holding a meeting, the Board of Directors must send a copy of the agenda of the

meeting to the Council of Governors 3.3.4 Annual Members Meeting – The Trust will publicise and hold an annual members

meeting in accordance with the Constitution. 3.4 Notice of Motion 3.4.1 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.

3.4.2 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.

3.5 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.

3.6 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.



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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.

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 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



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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.

3.7 Motion to Rescind a Resolution 3.7.1 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.

3.7.2 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.

3.8 Chairman of meeting 3.8.1 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.

3.8.2 If the Chairman and Vice-Chairman are absent, such Non-Executive Director as the

Directors present shall choose shall preside. 3.8.3 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 absent, or are disqualified from participating, such Non-Executive Director as the directors present shall choose shall preside.

3.9 Chairman's ruling 3.9.1 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.

3.10 Quorum 3.10.1 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.



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3.10.2 An Officer in attendance for an Executive Director but without formal acting up status may not count towards the quorum.

3.10.3 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).

3.11 Voting 3.11.1 Save as provided in Standing Orders 3.13 - Suspension of Standing Orders and 3.14 -

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.

3.11.2 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.

3.11.3 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).

3.11.4 If a Director so requests, their vote (except when conducted by paper ballot) shall be

recorded by name. 3.11.5 In no circumstances may an absent Director vote by proxy. Absence is defined as being

absent at the time of the vote. 3.11.6 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.

3.11.7 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.

3.11.8 A Officer’s status when attending a meeting shall be recorded in the minutes. 3.11.9 For the voting rules relating to joint members see Standing Order 2.11. 3.12 Suspension of Standing Orders 3.12.1 Except where this would contravene any statutory provision, any provision of the

Authorisation or of the Constitution or the rules relating to the Quorum (Standing Order



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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.

3.12.2 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. 3.12.3 No formal business may be transacted while Standing Orders are suspended. 3.12.4 The Audit Committee shall review every decision to suspend Standing Orders. 3.13 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, provision of the Authorisation or the Constitution.

3.14 Record of Attendance

The names of the Chairman and Directors present at the meeting shall be recorded. 3.15 Minutes 3.15.1 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.

3.15.2 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.

3.15.3 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

3.16 Admission of public and the press

3.16.1 Admission and exclusion on grounds of confidentiality of business to be

transacted



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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.

3.16.2 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.

3.16.3 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.

3.17 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. 4.2 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 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



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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 and the

NHS Act 2006, the Board may appoint committees of directors

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 Board (Salford) committee, 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. 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.

5.6 The Board shall approve the terms of reference for each of its committees, which it has

formally constituted and retains the right to vary or revoke the terms of reference. 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



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agree allowances, including reimbursement for loss of earnings, and/or expenses in accordance where appropriate with national guidance and its constitution.

5.7 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. 5.8 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.

5.9 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.

5.10 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 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; 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.



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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, (i) this includes not voting on any issue where a conflict is established and (ii) the requirement of this paragraph applies to any meeting or committee established by the Trust.

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 GroupSecretary 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.

6.10 The “Fit and Proper Persons Test” (FPPT) - requirements came into force 27 November 2014. The CQC regulate compliance with the FPPT which focusses on holding senior leaders to account ensuring the accountability of directors of NHS bodies.

6.11 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;

by reason of their health, be able to properly perform tasks which are intrinsic to the role (after reasonable adjustments have been made);



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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.

6.13 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.



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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:

(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.

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 Group 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 Group 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.



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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.

8.10 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.

8.11 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.

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



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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 Group Board (Salford) 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 Group Secretary.

9.6 Where approval has taken place below Board level, in accordance with the Detailed

Scheme of Delegation, confirmation of the approval process shall be included in the repot of all sealings made to the Group Board (Salford).

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.

10.2 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 sub-committee 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, 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.

11.2 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.

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



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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.

11.4 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.

Group Governance Framework Manual – Appendix 3: Group Standing Orders (Board) ANNEX A STANDARDS OF BUSINESS CONDUCT POLICY


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Annex A to GROUP STANDING ORDERS (Board)

Contents

Section

Page

Who should read this document 2

Key Messages 2

What is new in this version 2

Introduction 2

Principles of Public Life 2

General Principles 3

Confidentiality & access to information 3

Disclosures to auditors 4

Register of interest 4

Conflicts of interest 4

Bribery 4

Gifts & hospitality 5

Whistleblowing 5

Personal conduct 5

Eligibility criteria 6

Removal of a director under the Fit and Proper Person Requirement

7

Appendix 1 Fit and Proper Person Self-assessment

10

Code of Conduct for Board-level Directors

Group Arrangements:

Salford Royal NHS Foundation Trust (SRFT)

Pennine Acute Hospitals NHS

Trust (PAT)

Classification: Code of Conduct Lead Author: Jane Burns, Group Secretary Additional author(s): James Potter, Chairman Authors Division: Trust Executive Unique ID: TWGR01(14) Issue number: 2 Expiry Date: May 2021



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Who should read this document?

All Board-level Directors. For the purpose of this document this includes Executive and Non-

Executive Director members of Group Board and SRFT Board (including advisory members);

and the Care Organisation’s Leadership Teams(Managing Director, Medical Director, Director of

Nursing and Director of Finance, one of which will be deemed the Chief Officer).

Key Messages

High standards of corporate and personal conduct are an essential component of public services. All Foundation Trusts are required to comply with the principles of best practice applicable to corporate governance in the NHS/health sector and with any relevant code of practice. The purpose of this code is to provide clear guidance on the standards of conduct and behaviour expected of all directors.

What is new in this version? This policy has been reviewed alongside the Kark review recommendations and will be updated once advice from NHSi has been received. In the interim adherence to current policy will continue and will be applicable to all Board-level Directors of Group (as defined above).

Policy/ Guideline/ Protocol Introduction 2.1 Two core values of the NHS are accountability and transparency therefore it is important

that the Directors understand they are accountable for their actions and must always act in a transparent / open manner.

2.2 This code, along with the SRFT Constitution and Licence, Group Governance Framework

Manual and Code of Conduct for Governors forms part of the framework designed to promote the highest possible standards of conduct and behaviour within the Group and its constituent organisations. The code is intended to operate in conjunction with the principles of the NHS Foundation Trust Code of Governance, the NHS Constitution, requirements set out within the 2006 Health and Social Care Act, and all subsequent amendments, and Regulation 5 of the new Health and Social Care Act 2008 (Regulated Activities) Regulations 2014 - Fit and Proper Persons: Directors. The code applies at all times when directors are carrying out the business of the organisation or representing organisation.

Principles of public life

All directors are expected to abide by the Nolan principles of: selflessness, integrity, objectivity, accountability, honesty, transparency and leadership: Selflessness Holders of public office should act solely in terms of the public interest: they should not do so in order to gain financial or other benefits for themselves, their family or their friends. Integrity



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Holders of public office should not place themselves under any financial or other obligation to outside individuals or organisations that might seek to 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 alone. 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 the 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.

General principles Directors have a duty to conduct business with probity, to respond to staff, patients and suppliers impartially, to achieve value for money from the public funds with which they are entrusted and to demonstrate high ethical standards of personal conduct. The general duty of all directors and each director individually, is to act with a view to promoting the success of the organisation so as to maximise the benefits for the members of SRFT and Group as a whole, and for the public. Directors therefore undertake to set an example in the conduct of their business and to promote the highest corporate standards of conduct. Directors will lead in ensuring that the provisions of the Foundation Trust’s Constitution, the Group’s Standing Orders, Standing Financial Instructions and accompanying Scheme of Delegation conform to best practice and serve to enhance standards of conduct. Directors expect that this code will inform and govern the decisions and conduct of all directors.

Confidentiality & access to information

Directors must comply with the organisations confidentiality policies and procedures. Directors must not disclose any confidential information, except in specified lawful circumstances. Information on decisions made by directors and information supporting those decisions should be made available in a way that is understandable. Positive responses should be given to reasonable requests for information and in accordance with the Freedom of Information Act 2000 and other applicable legislation. Directors must not seek to prevent a person from gaining access to information to which they are legally entitled.

The organisation has adopted policies and procedures to protect confidentiality of personal information and to ensure compliance with the Data Protection Act, the Freedom of Information Act and other relevant legislation which will be followed at all times by directors.



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Disclosures to Auditors Directors must ensure there is no relevant audit information of which the organisation’s External Auditor is unaware, by taking all the steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the organisation’s External Auditor is aware of that information. “Relevant audit information” means information needed by the organisation’s External Auditor in connection with preparing their report.

Directors will be regarded as having taken all the steps that they ought to have taken as a director by making enquiries of his/her fellow directors and of the External Auditors for that purpose; and taken such other steps (if any) for that purpose, as are required by his/her duty as a director to exercise reasonable care, skill and diligence.

Register of Interests Directors are required to register all relevant interests on the Directors’ Register of Interests by completing the online form. It is the responsibility of each director to update their register entry if their interests change. The register is held by the Group Secretary. Directors must send notification of any updates to the Group Secretary and request confirmation that the register has been updated. Failure to register a relevant interest in a timely manner may constitute a breach of this code.

Conflicts of Interest Directors have a statutory duty to avoid a situation in which they have (or can have) a direct or indirect interest that conflicts (or possibly may conflict) with the interests of the organisation. Directors have a further statutory duty not to accept a benefit from a third party by reason of being a director or for doing (or not doing) anything in that capacity. If a director has in any way a direct or indirect interest in a proposed transaction or arrangement with the organisation, the director must declare the nature and extent of that interest to the Chairman or Group Secretary. If such a declaration proves to be, or becomes, inaccurate or incomplete, a further declaration must be made. Any such declaration must be made at the earliest opportunity and before the organisation enters into the transaction or arrangement.

The Chairman will advise directors in respect of any actual or potential conflicts of interest that arise during directors meetings, and will consider the following approaches and ensure that the reason for the chosen action is documented in minutes or records:

Noting the nature and extent of the interest, but judging it appropriate to allow the member to remain and participate

Excluding the director from receiving meeting papers relating to their interest

Excluding the director from all or part of the relevant discussion and decision

Requiring the director to not attend the meeting

Removing the director from the committee or process altogether

Gifts and Hospitality Directors will set an example in the use of public funds and the need for good value in incurring public expenditure. The use of the organisation for hospitality and entertainment, including hospitality at conferences and seminars, will be carefully considered. All expenditure on these items should be capable of justification as reasonable in the light of general practice in the public sector. Directors are conscious of the fact that expenditure on



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hospitality or entertainment is the responsibility of management and is open to be challenged by the internal and external auditors and that ill-considered actions can damage the reputation of the organisation in the eyes of the community. Directors who are offered / or accept a gift / hospitality should submit a declaration to the Gifts and hospitality register via the on line form, this includes anything associated with commercial sponsorship.

Standard of Business Conduct

In addition to the above (with respect to conflicts of interest and gifts and hospitality), Directors have adopted a Standards of Business Conduct Policy, which will be followed at all times by directors. The Standards of Business Conduct Policy introduces consistent principles and rules for managing conflicts of interest, provides simple advice about what to do in common situations and supports good judgement about how to approach and manage interests that fall into the following categories:

Financial interests:

Where an individual may get direct financial benefit 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:

Where an individual has a close association 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.

Bribery The Bribery Act 2010 introduces a new, clearer regime for tackling bribery that applies to all businesses (including NHS organisations) based or operating in the UK. It covers all sorts of bribery, the offering and receiving of a bribe, directly or indirectly, whether or not it involves a public official, in the UK or abroad. Directors have a responsibility to protect the organisation and the wider NHS from bribery or corruption. Directors shall at all times comply with the Bribery Act 2010. Directors will not request or receive a bribe from anybody, nor imply that such an act might be considered. This means not agreeing to receive or accept a financial or other advantage from any source as an incentive or reward to perform improperly the function or activities of the organisation.

Whistle-blowing

Directors acknowledge that staff must have a proper and widely publicised procedure for voicing complaints or concerns about maladministration, malpractice, breaches of this Code



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and other concerns of an ethical nature. The organisations have adopted a whistle-blowing policy (concerns reporting procedure) that is available for staff on the respective SRFT and PAT intranets. Directors will understand and fulfil their responsibilities in respect of the Trust’s Whistleblowing Policy and the Public Interest Disclosure Act 1998.

Personal conduct Directors are expected to conduct themselves in a manner that reflects positively on the organisation and not to conduct themselves in a manner that could reasonably be regarded as bringing their office or the organisation into disrepute. Specifically directors must:

− Act in the best interests of the organisation and adhere to respective values,

expected Behaviours and this Code of Conduct.

− Respect others and treat them with dignity and fairness.

− Seek to ensure that no one is unlawfully discriminated against and promote equal

opportunities and social inclusion.

− Be honest and act with integrity and probity.

− Contribute to the workings of directors as a member of Boards/Committees in order

for it to fulfil its role and functions.

− Recognise that Directors are collectively responsible for the exercise of its powers

and the performance of the organisation.

− Raise concerns and provide appropriate challenge regarding the running of the

organisation or a proposed action where appropriate.

− Recognise the differing roles of the Chairman, Vice-Chairman, Senior Independent

Director, Chief Executive, Executive Directors, Non-Executive Directors, Care

Organisation Chief Officers and other Care Organisation Director level positions

− Make every effort to attend statutory meetings.

− Adhere to good practice in respect of the conduct of meetings and respect the

views of others.

− Take and consider advice on issues where appropriate.

− Acknowledge the responsibility of SRFT Governors to hold SRFT Non-Executive

Directors to account for the performance of the SRFT Board of Directors and to

have regard to the views of the SRFT Council of Governors; and work as part of a

Shadow-Group Council of Governors Committee to seek and obtain relevant

sources of assurance and represent the interests of the organisations members

and partner organisations.

− Not use their position for personal advantage or seek to gain preferential treatment;

nor seek improperly to confer an advantage or disadvantage on any other person.

− Accept responsibility for their performance, learning and development.

12. Eligibility Criteria Directors must be a fit and proper person. This condition is included within the SRFT Licence and applies to all Directors. The organisation will not appoint as a director any person who is an unfit person, and shall ensure termination is enforced promptly on discovering any director to be an unfit person, except with the approval in writing of NHS Improvement.



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The approved criteria, which deem a person to be an unfit person to become or continue as a Director are set within the SRFT Foundation Trust’s Constitution, they apply to all Directors and are as follows: they are a governor of a NHS foundation trust; they are a Healthwatch member; they are the spouse, partner, parent or child of a member of Directors of the

Foundation Trust [and therefore Group Committees in Common]; they are a member of a local authority’s scrutiny committee covering health matters; they have been adjudged bankrupt or their estate has been sequestrated and in

either case they have not been discharged; they have made a composition or arrangement with, or granted a trust deed for, their

creditors and have not been discharged in respect of it; they have within the preceding five years been convicted in the British Islands or

elsewhere of any offence, and a sentence of imprisonment (whether suspended or not) for a period of three months or more (without the option of a fine) was imposed;

they are the subject of a disqualification order made under the Company Directors Disqualification Act 1986;

in the case of a non-executive director, they are no longer a member of one of the public constituencies;

they are a person whose tenure of office as a Chairman or as a member or director of a health service body has been terminated on the grounds that their appointment is not in the interests of the health service, for non-attendance at meetings, or for non-disclosure of a pecuniary interest;

they have within the preceding two years been dismissed, otherwise than by reason of redundancy, from any paid employment with a health service body;

in the case of a non-executive director they have refused without reasonable cause to fulfil any training requirement established by Directors; or

they have refused to sign and deliver to the Secretary a statement in the form required by the Board of Directors [and therefore Group Committees in Common] confirming acceptance of the Code of Conduct for Directors.

In addition, Regulation 5 of the Health and Social Care Act 2008 (Regulated Activities) Regulations 2014 - Fit and Proper Persons: Directors states that ‘Directors should be of good character, have the required skills, experience and knowledge and as such that their health enables them to fulfil the management function. Furthermore, Directors would be excluded from office if they have been:

responsible for, been privy to, contributed to or facilitated any serious misconduct or

mismanagement (whether lawful or not) in the course of carrying out a regulated

activity, or discharging any functions relation to any office or employment with a

service provider.

An individual can be appointed as a Director with the expectation that they develop specific competence to undertake the role within specified timescales. Failure to do so may result in the FFPR not being met. Directors will notify the Group Secretary immediately if any of the above criteria apply to their personal or professional circumstances.



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13. Removal of a Director under the Fit and Proper Person Requirement In addition to the organisation’s Disciplinary Rules which apply to all staff there is a requirement for Directors to be Fit and Proper Persons and to meet the Care Quality Commission Fit and Proper Person Requirement (FPPR) on an ongoing basis under Regulation 5 of the Health and Social Care Act 2008 (Regulated Activities) Regulations 2014.

The Fit and Proper Person Policy set outs the systems and processes in place to ensure that the organisation only employs directors who are fit and proper persons and the systems and processes in place to provide ongoing assurance that the requirements are met. Where a Director fails to meet the fit and proper person requirement then proportionate action up to summary dismissal will be taken as appropriate. The Fit and Proper Persons Policy includes the procedure for removal of a Director under the Fit and Proper Person Requirement.

14. Compliance All Directors will be required to: − prior to appointment, and annually thereafter, complete the ‘Fit and Proper Person

Directors’ Declaration’ (Appendix 1);

− on appointment, and following any revision by Directors, give an undertaking to abide

by the provisions of this Code of Conduct by signing the declaration below.

Declaration: I confirm that I shall undertake to abide by the provisions of the Code of Conduct for Board-level Directors: Name:

Position:

Signature:

Date:



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Appendix 1

Salford Royal NHS Foundation Trust

STRICTLY PRIVATE AND CONFIDENTIAL

Fit and Proper Person Regulations - Directors’ Declaration

All Board-level Directors are required to complete the following ‘Fit and Proper Person

Declaration’ prior to appointment, and annually thereafter.

In line with Regulation 5 of the Health and Social Care Act 2008 (Regulated Activities) Regulations 2014 - Fit and Proper Persons Requirement for Directors, I declare:

Declaration Response:

or x

- I have read the current Code of Conduct for Directors and understand its

requirements, in particular, the Fit and Proper Person Requirements (as

set by the Care Quality Commission).

- I am of good character by virtue of the following:

- I am not an undischarged bankrupt or a person whose estate has had

sequestration awarded in respect of it and who has not been discharged.

- I am not the subject of a bankruptcy order or an interim bankruptcy

restrictions order or an order to like effect made in Scotland or Northern

Ireland.

− I am not a person to whom a moratorium period under a debt relief

order applies under Part VIIA (debt relief orders) of the Insolvency Act

1986(1).

− I have not made a composition or arrangement with, or granted a trust

deed for, creditors and not been discharged in respect of it.

− I am not included in the children’s barred list or the adults’ barred list

maintained under section 2 of the Safeguarding Vulnerable Groups Act

2006, or in any corresponding list maintained under an equivalent

enactment in force in Scotland or Northern Ireland.

− I am not prohibited from holding the relevant office or position, or in

the case of an individual from carrying on the regulated activity, by or

under any enactment.

− I have not been convicted in the United Kingdom of any offence or

been convicted elsewhere of any offence which, if committed in any

part of the United Kingdom, would constitute an offence

− I have not been erased, removed or struck-off a register of

http://www.legislation.gov.uk/ukdsi/2014/9780111117613/schedule/4#f00040



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professionals maintained by a regulator of health care or social work

professionals.

I hold the necessary qualifications, skills and experience to undertake the role I hold as a Director

I am able by reason of my health, after any reasonable adjustments have been made, of properly performing tasks which are intrinsic to my

position.

I have not at any time been responsible for, privy to, contributed to, or

facilitated, any serious misconduct or mismanagement in the carrying on of a regulated activity.

I am not prohibited from holding the relevant position under any other law e.g. under the Companies Act.

If any of the above statements cannot be confirmed, Directors must notify the Chairman or Group Secretary immediately.

Signed:

Name:

Position:

Date:



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Appendix 2 [to Annex A] – Template Confidentiality Agreement

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.



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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 1.1 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 2000.

2.2 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



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Party 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 non-

exclusive jurisdiction of the English Courts regardless of place of execution or place of performance.

4.8 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.

4.9 Notwithstanding the date of this Agreement, this Agreement is deemed to take effect on (ENTER DATE).



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AGREED by the Parties on the dates indicated below SIGNED for and on behalf of SIGNED for and on behalf of By: By: Name: Name:

Title: Title: Date: Date: (ENTER DETAILS FOR ALL PARTNERS)



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Appendix 3 [to Annex A] – Potential Sanctions

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, re-arrangement 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: http://www.professionalstandards.org.uk/what-we-do/our-work-with-regulators/find-a-regulator

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.



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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 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

Group Governance Framework Manual – Appendix 4: Group Committees in Common Terms of Reference


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Appendix 4


Group Board (Salford) Committee

Terms of Reference − Background and context

o 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 a “Group Board” committees in common approach.

o At that time, to establish the Group Board, the Board of Directors at SRFT and the Trust Board at

PAHT each established a Board committee within their respective governance structures known as the “Group Board,” to which each Board delegated the exercise of its functions. The two Group Boards had identical membership and met at the same time, around one table, to make decisions in relation to both SRFT and PAHT, within the remit of the delegations to the respective committee by each organisation.

o Subsequently, in recognition of the disaggregation of PAHT as part of the overall transaction and

to enable transition fully to Group, PAHT has established a new committee known as “Group Board (Oldham Bury and Rochdale)” which replaces the previous PAHT “Group Board” committee and reflects the changing nature and moving pace of the transaction concerning PAHT’s longer term future. This committee will continue to work alongside the existing SRFT “Group Board” committee, which is now renamed “Group Board (Salford)” committee.

o These Terms of Reference confirm the membership and details of the SRFT Group Board

(Salford). Separate Terms of Reference have been established by PAHT in respect of Group Board (Oldham Bury and Rochdale. However, the two committees will continue to meet at the same time, around one table, to make the decisions in relation to the Salford, Oldham, Bury and Rochdale Care Organisations where possible. This arrangement is without prejudice to each individual committee’s rights and ability at any time to hold further separate meetings and/or have separate discussions on specific items of business as those committees consider necessary.

o All business shall continue to be conducted in the name of the Salford Royal NHS Foundation

Trust and Pennine Acute Hospitals NHS Trust as applicable. o To ensure best practice, Group Board (Salford) will be established to reflect, as closely as

possible, NHS Foundation Trust governance requirements and, as such, will comprise a Chairman, Voting Non-Executives and Voting Directors. Other individuals may attend in a non-voting capacity.

o SRFT have established Group Standing Orders (Board) that ensure effective and appropriate

corporate governance arrangements are in place.

o The Group Board (Salford) shall follow and apply the Group Standing Orders, save as modified within these Terms of Reference.

− Establishment

The Board of Directors of SRFT have agreed to establish and constitute a committee with these terms of reference to be known as “Group Board (Salford).”

− Functions of the Committee



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o The powers of SRFT are established under statute. The Board of SRFT has resolved that certain

powers and decisions are delegated to Group Board (Salford) and may only be exercised or made by Group Board (Salford) in formal session. These powers and decisions are set out in a Group Reservation of Powers & Scheme of Delegation of Powers for SRFT as the sovereign organisation.

o All business shall be conducted in the name of Salford Royal NHS Foundation Trust.

− Membership

o Group Board (Salford) will comprise:

Voting Non-Executive Directors Voting Executive Directors 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 People Officer Non-Executive Director Chief Delivery Officer Non-Executive Director

o The Chief Strategy and the Chief Officers for the Salford, Oldham, Bury and Rochdale Care Organisations within the Group will be non-voting members of the Group Board (Salford).

− Secretary

The Director of Corporate Services/Group Secretary will act as Secretary and will ensure all required information, support and advice is provided to Group Board (Salford).

− Meetings

The Group Board (Salford) 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 Scheme of Reservation of Powers & Delegation of Powers.

− Reporting

The Group Board (Salford) shall report to the Board of SRFT a minimum of three times per year or at such other intervals as the Board may direct from time to time.



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Appendix 5

Pennine Acute Hospitals NHS Trust

Group Board (Oldham, Bury and Rochdale) Committee Terms of Reference

− Background and context

o 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 a “Group Board” committees in common approach.

o At that time, to establish the Group Board, the Board of Directors at SRFT and the Trust Board at

PAHT each established a Board committee within their respective governance structures known as the “Group Board,” to which each Board delegated the exercise of its functions. The two Group Boards had identical membership and met at the same time, around one table, to make decisions in relation to both SRFT and PAHT, within the remit of the delegations to the respective committee by each organisation.

o Subsequently, in recognition of the disaggregation of PAHT as part of the overall transaction and

to enable transition fully to Group, PAHT has established a new committee known as “Group Board (Oldham, Bury and Rochdale)” which replaces the previous PAHT “Group Board” committee and reflects the changing nature and moving pace of the transaction concerning PAHT’s longer term future. This committee will continue to work alongside the existing SRFT “Group Board” committee, which is now renamed “Group Board (Salford)” committee.

o These Terms of Reference confirm the membership and details of the PAHT Group Board

(Oldham, Bury and Rochdale). Separate Terms of Reference have been established by SRFT in respect of Group Board (Salford). However, the two committees will continue to meet at the same time, around one table, to make the decisions in relation to the Salford, Oldham, Bury and Rochdale Care Organisations where possible. This arrangement is without prejudice to each individual committee’s rights and ability at any time to hold further separate meetings and/or have separate discussions on specific items of business as those committees consider necessary.

o All business shall continue to be conducted in the name of the Salford Royal NHS Foundation

Trust and Pennine Acute Hospitals NHS Trust as applicable. o To ensure best practice, Group Board (Oldham, Bury and Rochdale) will be established and

reflect, as closely as possible, NHS governance requirements including membership that complies with regulation 5 Health and Social Care Act 2008 (Regulated Activities) Regulations 2014. Other individuals may attend in a non-voting capacity.

o PAHT have established Standing Orders (Board) that ensure effective and appropriate corporate

governance arrangements are in place.

o Group Board (Oldham, Bury and Rochdale) shall follow and apply the Standing Orders (Board), save as modified within these Terms of Reference.

− Establishment

The Board of Directors of PAHT have agreed to establish and constitute a committee with these terms of reference to be known as “Group Board (Oldham, Bury and Rochdale).”



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− Functions of the Committee o The powers of PAHT are established under statute. The Board of PAHT has resolved that certain

powers and decisions are delegated to Group Board (Oldham, Bury and Rochdale) and may only be exercised or made by Group Board (Oldham, Bury and Rochdale) in formal session. These powers and decisions are set out in the PAHT Reservation of Powers & Scheme of Delegation of Powers.

o All business shall be conducted in the name of the Pennine Acute Hospitals NHS Trust.

− Membership

o Group Board (Oldham, Bury and Rochdale) will comprise all voting members of the Salford Royal NHS Foundation Trust Board, both Non-Executive and Executive Directors, each of whom will be a voting member of the Group Board (Oldham, Bury and Rochdale).

o The Chief Strategy Officer and the Chief Officers for the Salford, Oldham, Bury and Rochdale Care Organisations within the Group will be non-voting members of the Group Board (Oldham, Bury and Rochdale).

− Secretary

The Director of Corporate Services/Group Secretary will act as Secretary and will ensure all required information, support and advice is provided to Group Board (Oldham, Bury and Rochdale).

− Meetings

Group Board (Oldham, Bury and Rochdale) shall at all times comply with the Standing Orders (Board) (including but not limited to provisions as to notice, quorum, papers and procedure at meetings), Standing Financial Instructions and the Schemes of Reservation of Powers & Delegation of Powers.

− Reporting

o Minutes of each meeting of Group Board (Oldham, Bury and Rochdale) shall be circulated to the

PAHT Board within twenty four hours of their approval by Group Board (Oldham, Bury and Rochdale) as an accurate record.

Group Governance Framework Manual – Appendix 5: Standing Orders of the Council of Governors


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Appendix 6

STANDING ORDERS OF THE COUNCIL OF GOVERNORS




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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




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INTRODUCTION Statutory Framework

The Salford Royal NHS Foundation Trust (“SRFT”) is a statutory body, which became a public benefit corporation on 1st 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 https://www.gov.uk/government/uploads/system/uploads/attachment_data/file/293920/Salford_terms_of_authorisation_010806.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.”






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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.




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"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. "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

2.2 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.




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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.

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.

3.10 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.

3.11 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.




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3.12 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.

3.13 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.

3.14 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 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.

3.15 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.

3.16 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.

3.17 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.

3.18 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.

3.19 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.




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3.20 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.

3.21 If a member of the Council so requests, his/her vote shall be recorded by name upon any

vote (other than by paper ballot). 3.22 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.

3.23 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. 3.24 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.

3.25 Minutes shall be circulated in accordance with members’ wishes. 3.26 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.

3.27 A decision to suspend Standing Orders shall be recorded in the minutes of the meeting.

3.28 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. 3.29 No formal business may be transacted while Standing Orders are suspended. 3.30 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. 3.32 Quorum - Eight Governors, regardless of type, shall form a quorum.




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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.

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;




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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.

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




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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;

(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) 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 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.




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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.

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.




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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.

7.10 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.

Group Governance Framework Manual – Appendix 6: Shadow Group Council of Governors Terms of Reference

Reference Number: NCAG)”(17) Version Number: 3


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Appendix 7: Terms of Reference:

Shadow Group Council of Governors

(Revised Terms of Reference for Shadow Group Council of Governors were developed prior to the COVID pandemic and reflect the updated composition of the Group’s Shadow CoG (that no

longer includes the North Manchester constituency). These terms of reference will be presented to the SRFT Council of Governors for approval at the end of September 2020, and will

subsequently replace this version in the GGFM.

Contents

Section

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

Who should read this document?

All Governors, including Shadow Governors

Group Secretariat

Key Messages

Classification: Terms of Reference for Shadow Group Council of Governors Additional author(s): Lead Author: Jane Burns, Associate Director of Corporate Affairs / Trust Secretary Authors Division: Trust Executive

Group Arrangements:


(SRFT)




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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 Board (Committees in Common) 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 Board 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. The SRFT Council of Governors has 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.

1.2. 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.

2.2. 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.




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2.3. 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: 4.1.1. All members of the SRFT Council of Governors; and

4.1.2. 20 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:

4.1.2.1. 10 Shadow Public Governors elected using the PAHT membership base as follows:

5 from Bury and Rochdale

3 from Oldham

2 from North Manchester

4.1.2.2. 6 Shadow Staff Governors elected using the PAHT membership base as follows:

2 from Bury and Rochdale

2 from North Manchester

2 from Royal Oldham

4.1.2.3. 4 local authority governors appointed from Manchester, Bury, Rochdale and Oldham Local Authorities.

4.2. 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 6.1. 21 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.




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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 10.1. 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.

Group Governance Framework Manual – Appendix 7: Standing Financial Instructions


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Appendix 8:

STANDING FINANCIAL INSTRUCTIONS



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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



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Services 10. EXTERNAL BORROWING AND INVESTMENT Public Dividend Capital Commercial Borrowing and Investment 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



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1. INTRODUCTION 1.1 General 1.1.1 These Standing Financial Instructions (SFIs) are issued in accordance with 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.

1.1.2 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.

1.1.3 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.

1.1.4 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).

1.1.5 FAILURE TO COMPLY WITH SFIs AND SOs IS A DISCIPLINARY MATTER WHICH

COULD RESULT IN DISMISSAL. 1.1.6 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.



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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. 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

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 Board

(Salford);

g) “Chief Executive" means the Chief Executive Officer of the Trust;

h) “Chief of People” means the Chief of People of the Trust

i) "Director of Finance" means the most senior financial officer of the Care Organisation;

j) "Executive Director of Finance" means the most senior financial officer of the Trust;

k) “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.

l) “Group Board” – means Group Board (Salford) m) “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. n) “Independent Regulator” means NHS Improvement, Monitor and the Trust

Development Authority.

o) "Legal Adviser" means the properly qualified person appointed by the Trust to provide legal advice.

p) “SFIs” – means Standing Financial Instructions.



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q) "Trust" means the Salford Royal NHS Foundation Trust

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.

1.2.3 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 1.3.1 The Board exercises financial supervision and control by: (a) formulating the financial strategy, which is articulated through the Annual Plan, (b) setting the Standing Orders and Standing Financial instructions for the regulation

of its financial proceedings and business, and (c) defining specific responsibilities placed on directors and employees as indicated in

the Detailed Scheme of Delegation document. 1.3.2 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”. 1.3.3 The Board will delegate responsibility for the performance of its functions in accordance

with the Scheme of Delegation. 1.3.4 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.

1.3.5 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.

1.3.6 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.

1.3.7 The Executive Director of Finance is responsible for:

(a) implementing the Trust financial policies and for co-ordinating any corrective action necessary to further these policies,

(b) maintaining an effective system of internal financial control including ensuring that

detailed financial procedures and systems incorporating the principles of



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separation of duties and internal checks are prepared, documented and maintained to supplement these instructions,

(c) 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: (d) the provision of financial advice to the Trust and its directors, employees and

governors. (e) the design, implementation and supervision of systems of internal financial control,

and (f) 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.

1.3.8 All directors and employees, severally and collectively, are responsible for: (a) the security of the property of the Trust, (b) avoiding loss, (c) exercising economy and efficiency in the use of resources, and (d) conforming with the requirements of Standing Orders, Standing Financial

Instructions, Financial Procedures and the Scheme of Delegation. 1.3.9 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.

1.3.10 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.



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SECTION 2 AUDIT 2.1 Audit Committee 2.1.1 In accordance with Standing Orders, the Board shall formally establish an Audit

Committee through the Group Board (Salford), with clearly defined terms of reference, which will provide an independent and objective view of internal control by:

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 Board.

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 Board and advising the Group Board 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 on-going 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.

2.1.2 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 Board.

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 2.2.1 The Trust shall take all necessary steps to ensure that NHS funds and resources are



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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 Counter Fraud as outlined in Service Conditions 24 of the NHS Standard Contract.

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 anti-fraud, bribery and corruption work..

2.2.2 Each 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 CFA’s strategy and shall report to the Executive Director of Finance regarding all aspects of anti-fraud, bribery and corruption wok carried out.

2.2.3 The Anti-Fraud Specialist and Lead Counter Fraud Specialist will develop a Group

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 across each Care Organisation and Group.

2.3 Executive Director of Finance 2.3.1 The Executive Director of Finance is responsible for: (a) 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,

(b) ensuring that the internal audit is adequate and meets the NHS mandatory audit

standards, (c) ensuring that there are arrangements in place to involve the police, as necessary,

in cases of fraud, bribery, misappropriation, and other irregularities, (d) 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:

(i) a clear statement on the overall adequacy and effectiveness of the

organisation’s framework of governance, risk management and internal control;

(ii) major internal [financial] control weaknesses discovered, (iii) progress on the implementation of internal audit recommendations, (iv) progress against plan over the previous year,



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(v) strategic audit plan covering the coming three years, (vi) a detailed plan for the coming year. 2.3.2 The Executive Director of Finance and/or designated internal 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 Trust, (c) the production of any cash, stores or other property of the Trust under an

employee's control, and (d) explanations concerning any matter under investigation. 2.4 Role of Internal Audit 2.4.1 Internal Audit will review, appraise and report upon: (a) the extent of compliance with, and the financial effect of, relevant established

policies, plans and procedures, (b) the adequacy and application of financial and other related management controls, (c) the suitability of financial and other related management data, (d) the extent to which the Trust’s assets and interests are accounted for and

safeguarded from loss of any kind, arising from:

(i) fraud, bribery, corruption and other offences, (ii) waste, extravagance, inefficient administration,

(ii) poor value for money or other causes. 2.4.2 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.

2.4.3 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.

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.



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2.4.5 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.

2.4.5 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 2.5.1 The external auditor is appointed by the Council of Governors and paid for by the

Trust. 2.5.2 The Code of Audit Practice (“The Audit Code”) contains directions of the Comptroller

and Auditor General under Schedule 6 of the Local Audit and Accountability Act 2014 with respect to the standards, procedures and techniques to be adopted by the auditor.

2.5.3 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

2.5.4 The Auditor shall comply with the Audit Code. 2.5.5 References 2.4.3 and 2.4.5. relate equally to internal and external audit. 2.5.6 In the event of the Auditor issuing a Public Interest report the Auditor shall send the

report 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

2.6.1 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.

2.6.2 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.

2.6.3 The Trust shall nominate a Non-Executive Director to be responsible to the Board for NHS security management.

2.6.4 The Chief Executive has overall responsibility for controlling and coordinating security. However, key tasks are delegated to the Director of Capital, Estates and Facilities and the Areas Security Management Specialist (ASMS) together with the appointed Local Security Management Specialist (LSMS).



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SECTION 3 SERVICE PLANNING, BUDGETS, BUDGETARY CONTROL, AND MONITORING 3.1 Preparation and approval of Business Plans and Budgets 3.1.1 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) a statement of the significant assumptions on which the plan is based;

(b) details of major changes in workload, delivery of services or resources required to achieve the plan.

3.1.2 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) 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). (b) accord with workload and manpower plans, (c) be produced following discussion with appropriate budget holders,

(d) be prepared within the limits of available funds, and

(e) identify potential risks

(f) be based on reasonable and realistic assumptions. (g) enable the Trust to comply with the requirements set out by the independent

regulator. 3.1.3 The Chief Financial Officer shall monitor financial performance against budget and

business plan, periodically review them, and report to the Group Board. Any significant variances should be reported by the Chief Financial Officer to the Group Board as soon as they come to light and the Group Board shall be advised of actions to be taken in respect of such variances.

3.1.4 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.

3.1.5 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



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3.2.1 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,

(b) the purpose(s) of each budget heading, (c) individual and group responsibilities, (d) authority to exercise virement, (e) achievement of planned levels of service, and (f) the provision of regular reports. 3.2.2 The Chief Executive and delegated budget holders must not exceed the budgetary total

or virement limits set by the Board. 3.2.3 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. 3.2.4 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 3.3.1 The Executive Director of Finance will devise and maintain systems of budgetary control.

These will include: (a) monthly financial reports to the Group Board in a form approved by the Group Board

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) the issue of timely, accurate and comprehensible advice and financial reports to

each budget holder, covering the areas for which they are responsible, (c) investigation and reporting of variances from financial, workload and manpower

budgets, (d) monitoring of management action to correct variances, and

(e) arrangements for the authorisation of budget transfers.



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(h) 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

(i) 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.

3.3.2 Each Budget Holder is responsible for ensuring that: (a) 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, (b) 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 (c) 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.

(d) 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.

3.3.3 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 3.4.1 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 3.5.1 The Chief Executive is responsible for ensuring that the requisite monitoring forms are

submitted to the appropriate monitoring organisation within the required time-scale.



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SECTION 4 ANNUAL ACCOUNTS AND REPORTS 4.1 The Executive Director of Finance, on behalf of the Trust, will: (a) 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.

(b) ensure that, in preparing the annual accounts, the Trust complies with any

directions given by the Independent Regulator 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

(c) 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, within the prescribed timetable.

4.2 The Trust will prepare annual reports as required by the NHS Foundation Trust Annual

Reporting Manual. This will be received by the Council of Governors at a public meeting.A copy will be forwarded to the Independent Regulator.



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SECTION 5 BANK ACCOUNTS 5.1 General 5.1.1 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.

5.1.2 The Group Board shall approve the banking arrangements other than mandated

government banking service accounts where any proposed changes will be reported to the Audit Committee.

5.1.3 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 5.2.1 The Executive Director of Finance is responsible for: (a) bank accounts and Government Banking Services (GBS) [accounts and other

forms of working capital that may be available]. (b) establishing separate bank accounts for the Trust’s non-exchequer funds, (c) 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,

(d) reporting to the Group Board 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&SC guidance on the level of cleared

funds.

5.3 Banking Procedures 5.3.1 The Executive Director of Finance will prepare detailed instructions on the operation of

bank and GBS accounts, which must include: (a) the conditions under which each bank and GBS account is to be operated, (b) the limit to be applied to any overdraft, and

(c) those authorised to sign cheques or other orders drawn on the Trust’s accounts.



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(d) the policy and terms of operation of any Working Capital facility or working capital

funding support in place

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 5.4.1 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.

5.4.2 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 Board.



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SECTION 6 INCOME, FEES AND CHARGES AND SECURITY OF CASH, CHEQUES AND OTHER NEGOTIABLE INSTRUMENTS 6.1 Income Systems 6.1.1 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.

6.1.2 The Executive Director of Finance is also responsible for the prompt banking of all

monies received. 6.1.3 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 6.2.1 The Trust shall follow the Department of Health and Social Care advice in the Payment

by Results (PBR) guidelines and code of conduct in setting prices for NHS Service contracts.

6.2.2 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 and Social Care or by Statute. Independent professional advice on matters of valuation may be taken as necessary.

6.2.3 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 6.3.1 The Executive Director of Finance is responsible for the appropriate recovery action on

all outstanding debts. 6.3.2 Income not received should be dealt with in accordance with losses procedures. 6.3.3 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 6.4.1 The Executive Director of Finance is responsible for: (a) approving the form of all receipt books, agreement forms, or other means of

officially acknowledging or recording monies received or receivable, (b) ordering and securely controlling any such stationery,



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(c) 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, 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. 6.4.2 Official money shall not under any circumstances be used for the encashment of private

cheques. 6.4.3 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.

6.4.4 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.

6.4.5 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 Policies and the guidance provided by the NHS Counter Fraud Authority. Where there is no evidence of Fraud, Bribery or Corruption it should be dealt with under the Trust’s Losses and Compensations procedures.



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SECTION 7 CONTRACTING FOR PROVISION OF SERVICES 7.1 NHS Service Agreements 7.1.1 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.

7.1.2 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) the standards of service quality expected; (b) the relevant national service framework and other national guidance (if any);

(c) the provision of reliable information on cost and volume of services;

(d) the Performance Assessment Framework contained within the Trust Service Level

Agreements

(e) that Trust Service Level Agreements builds where appropriate on existing partnership arrangements;

7.1.3 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.

7.1.4 The Chief Executive, as the accounting officer, will need to ensure that regular reports

are provided to the Group Board 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

7.1.5 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.

7.2.1 Non Commercial Contracts 7.2.1 Where the Trust enters into a relationship with another organisation for the supply or



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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.

7.2.2 This should incorporate:

- 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

7.2.3 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.



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SECTION 8 TERMS OF SERVICE AND PAYMENT OF DIRECTORS AND EMPLOYEES 8.1 Remuneration and Terms of Service 8.1.1 In accordance with Standing Orders the Board of Directors shall establish a Nominations,

Remuneration and Terms of Service Committee through the Group Board (Salford), with clearly defined terms of reference, specifying which posts fall within its area of responsibility, its composition, and the arrangements for reporting.

8.1.2 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) all aspects of salary (including any performance-related elements /

bonuses), (ii) provisions for other benefits, including pensions and cars,

(iii) arrangements for termination of employment and other contractual terms;

(b) 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;

(c) monitor and evaluate the performance of individual Executive Directors (and

other senior employees); and (d) 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.

8.1.3 The Committee shall report in writing to the Group Board the basis for its

recommendations. The Group Board 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.

8.1.4 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.

8.1.5 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.



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8.2 Funded Establishment 8.2.1 The workforce plans incorporated within the annual budget will form the funded

establishment. 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 8.3.1 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) authorised to do so by the Chief Executive , or

(b) within the limit of the approved budget and funded establishment

8.3.2 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 8.4.1 The Executive Director of Finance (via the Shared Services Provider) is responsible for: (a) specifying timetables for submission of properly authorised time records and other

notifications, (b) the final determination of pay, (c) making payment on agreed dates, and (d) agreeing method of payment. 8.4.2 The Executive Director of Finance (via the shared services provider) will issue

instructions regarding: (a) verification and documentation of data, (b) the timetable for receipt and preparation of payroll data and the payment of

employees, (c) maintenance of subsidiary records for superannuation, income tax, social security

and other authorised deductions from pay, (d) security and confidentiality of payroll information, (e) checks to be applied to completed payroll before and after payment, (f) authority to release payroll data under the provisions of the Data Protection Act, (g) methods of payment available to various categories of employee,



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(h) procedures for payment by cheque, bank credit, or cash to employees, (i) procedures for the recall of cheques and bank credits, (j) pay advances and their recovery, (k) maintenance of regular and independent reconciliation of pay control accounts, (l) separation of duties of preparing records and handling cash, and (m) a system to ensure the recovery from leavers of sums of money and property due

by them to the Trust. 8.4.3 Appropriately nominated managers have delegated responsibility for: (a) submitting time records, and other notifications in accordance with agreed

timetables, (b) 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

(c) 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.

8.4.4 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 8.5.1 The Board of Directors shall delegate responsibility to the Executive Director of People

for: (a) ensuring that all employees are issued with a Contract of Employment in a form

approved by the Board and which complies with employment legislation,

(b) dealing with variations to, or termination of, contracts of employment.



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SECTION 9 NON-PAY EXPENDITURE 9.1 Delegation of Authority 9.1.1 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).

9.1.2 The Chief Executive will set out: (a) the list of managers who are authorised to place requisitions for the supply of

goods and services, and (b) the maximum level of each requisition and the system for authorisation above that

level. 9.1.3 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 9.2.1 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.

9.2.2 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.

9.2.3 The Executive Director of Finance will: (a) 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,

(b) ensure that procedural instructions on the obtaining of goods, works and services

(incorporating the thresholds) are prepared, distributed and regularly reviewed, (c) be responsible for the prompt payment of all properly authorised accounts and

claims, (d) be responsible for designing and maintaining a system of verification, recording

and payment of all amounts payable. The system shall provide for: (i) a list of directors/employees (including safe procedures to accept electronic

authorisation) authorised to certify invoices,



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(ii) certification that: - 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) 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.

(iv) 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). 9.2.4 Prepayments are only permitted where exceptional circumstances apply. In such

instances:

(a) Prepayments should demonstrate that the financial advantages outweigh the disadvantages

(b) 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,

(c) 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

(d) the budget holder is responsible for ensuring that all items due under a

prepayment contract are received and he/she must immediately inform the



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appropriate Director or Chief Executive if problems are encountered. 9.2.5 Official Orders must: (a) be consecutively numbered, (b) be in a form approved by the Executive Director of Finance, and (c) state the Trust terms and conditions of trade 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) 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,

(b) contracts above specified thresholds are advertised and awarded in accordance

with EU rules on public procurement (c) where consultancy advice is being obtained, the procurement of such advice must

be in accordance with good practise, (d) 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:

- 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) 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,

(f) 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,

(g) 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",

(h) orders are not split or otherwise placed in a manner devised so as to avoid the

financial thresholds, (i) 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



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Trust property must be notified to the Executive Director of Finance, together with any conditions attached to the loan of that equipment.

(j) changes to the list of directors/employees authorised to certify invoices are notified

to the Executive Director of Finance, (k) 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 (l) petty cash records are maintained in a form as determined by the Executive

Director of Finance. 9.2.7 The Executive Director of Finance shall ensure that the arrangements for financial control

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.

9.2.8 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 9.3.1 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.



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SECTION 10 EXTERNAL BORROWING AND INVESTMENTS 10.1 Public Dividend Capital

10.2.1 On authorisation as a Foundation Trust the Public Dividend Capital held immediately prior to authorisation continues to be held on the same conditions.

10.2.2 Additional Public Dividend Capital may be made available on such terms the Secretary

of State (with the consent of the Treasury) decides. 10.2.3 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.

10.2.4 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.

10.3 Comercial Borrowing and Investment 10.3.1 The Trust may borrow money from any commercial source for the purposes of or in

connection with its functions, subject to Board approval. 10.3.2 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.

10.3.3 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.

10.4 Investment of Temporary Cash Surpluses

10.4.1 Temporary cash surpluses must be held only in such public and private sector investments as set out in the approved Group policy.

10.4.2 The Care Organisations’ Finance and Information and Capital Committee is responsible for monitoring compliance with the Group investment strategy and policy.

10.4.3 The Chief Financial Officer is responsible for advising on investments and shall report periodically to the Group Board concerning the performance of investments held.

10.4.4 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.

10.5 Working Capital Facility 10.5.1 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.



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SECTION 11 CAPITAL INVESTMENT, PRIVATE FINANCING, FIXED ASSET REGISTERS AND SECURITY OF ASSETS 11.1 Capital Investment 11.1.1 The Chief Executive:

(a) 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,

(b) shall ensure that management arrangements are in place in line with the Capital

Development Booklet Series (c) is responsible for the management of all stages of capital schemes and for

ensuring that schemes are delivered on time and to cost, and (d) 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.

11.1.2 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) an option appraisal of potential benefits compared with known costs to

determine the option with the highest ratio of benefits to costs, and (ii) 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. 11.1.3 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. 11.1.4 The Group Board 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 Board for approval.

The Chief Executive shall issue to the manager responsible for any scheme (within the

framework set out above): (a) specific authority to commit expenditure,



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(b) authority to proceed to tender, (c) approval to accept a successful tender. The Chief Executive will issue a scheme of delegation for capital investment

management in accordance with the Trust’s Standing Orders. 11.1.5 The Chief Financial Officer shall issue procedures governing the financial management,

including variations to contract, of capital investment projects and valuation for accounting purposes.

11.2 Private Finance 11.2.1 The Group Board should normally test for PFI when considering capital procurement. When

the Group Board proposes to use finance that is to be provided other than through its allocations, the following should apply:

(a) 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.

(b) The proposal must be specifically agreed by the Group Board.

(c) Where the sum involved exceeds delegated limits, the business case must be

referred to the appropriate external reviewer. 11.3 Asset Registers 11.3.1 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.

11.3.2 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.

11.3.3 Additions to the fixed asset register must be clearly identified to an appropriate budget

holder and be validated by reference to: (a) properly authorised and approved agreements, architect's certificates, supplier's

invoices and other documentary evidence in respect of purchases from third parties,

(b) stores, requisitions and wages records for own materials and labour including

appropriate overheads, and (c) lease agreements in respect of assets held under a finance lease and capitalised. 11.3.4 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).



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11.3.5 The Chief Financial Officer shall approve procedures for reconciling balances on fixed

assets accounts in ledgers against balances on fixed asset registers. 11.3.6 The value of each equipment asset shall be indexed to current values using current

Department of Health published indices. 11.3.7 The value of each asset shall be depreciated using methods and rates as specified in the

relevant Annual Reporting Manual issued by the Independent Regulator. 11.3.8 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 11.4.1 A register of property is maintained setting out property used to deliver commissioner

requested services (“protected” property). 11.4.2 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 11.5.1 The overall control of fixed assets is the responsibility of the Chief Executive. 11.5.2 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) recording managerial responsibility for each asset, (b) identification of additions and disposals, (c) identification of all repairs and maintenance expenses, (d) physical security of assets, (e) periodic verification of the existence of, condition of, and title to, assets recorded, (f) identification and reporting of all costs associated with the retention of an asset,

and (g) reporting, recording and safekeeping of cash, cheques, and negotiable

instruments. 11.5.3 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.

11.5.4 Whilst each employee has a responsibility for the security of property of the Trust, it is the



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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 Board. Any breach of agreed security practices must be reported in accordance with instructions.

11.5.5 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.

11.5.6 Where practical, assets should be marked as Trust property.



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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) kept to a minimum, (b) subjected to annual stocktake, (c) valued at the lower of cost and net realisable value. 12.2 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.

12.3 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.

12.4 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. 12.5 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. 12.6 Where a complete system of stores control is not justified, alternative arrangements shall

require the approval of the Executive Director of Finance. 12.7 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.

12.8 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.



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SECTION 13 DISPOSALS AND CONDEMNATIONS, LOSSES AND SPECIAL PAYMENTS 13.1 Disposals and Condemnations 13.1.1 The Executive Director of Finance must prepare detailed procedures for the disposal of

assets including condemnations, and ensure that these are notified to managers. 13.1.2 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.

13.1.3 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. 13.1.4 All unserviceable articles shall be: (a) condemned or otherwise disposed of by an employee authorised for that purpose

by the Executive Director of Finance, (b) 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.

13.1.5 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.

13.2 Losses and Special Payments 13.2.1 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.

13.2.2 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 must contact the Trust’s Anti- Fraud Specialist/Lead Local Counter Fraud Specialist who will ensure that the Executive Director of Finance is informed in accordance with the Trust’s Anti-Fraud, Bribery and Corruption Policies. 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/Lead Local Counter Fraud Specialist will record the allegation on the NHS Counter Fraud Authority’s 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



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of Finance to ensure the most appropriate course of action is taken. 13.2.3 The Executive Director of Finance must notify NHS Counter Fraud Authority and the

External Auditor of all frauds subject to the provisions of the Trust’s Anti-Fraud, Bribery and Corruption Policies.

13.2.4 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) the Board of Directors, and (b) the External Auditor. 13.2.5 Within limits delegated to it by the Department of Health & Social Care, the Group Board

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).

13.2.6 The Executive Director of Finance shall be authorised to take any necessary steps to

safeguard the Trust's interests in bankruptcies and company liquidations. 13.2.7 For any loss, the Executive Director of Finance should consider whether any insurance

claim could be made. 13.2.8 The Executive Director of Finance shall maintain a Losses and Special Payments

Register in which write-off action is recorded. 13.2.9 All special severance payments, regardless of value, of the payment, require HM

Treasury approval before the agreement between the employee and the employer is finalised. HM Treasury defines special severance payments as a payment made to employees, contractors and others above normal statutory or contractual requirements when leaving employment in a public service, whether they resign or are dismissed or reach an agreed termination of contract. .

13.3 Insurance 13.3.1 The Executive Director of Finance shall ensure that insurance arrangements exist in

accordance with the risk management programme.



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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, having due regard for the General Data Protection Regulation and the Data Protection Act 2018:

(a) be responsible for ensuring the design, implementation and documentation of

effective information systems. (b) 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,

(c) 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,

(d) ensure that adequate controls exist such that the computer operation is separated

from development, maintenance and amendment, (f) 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.

(g) 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.

14.3 In the case of computer systems which are proposed general applications (i.e.

normally those applications which the majority of organisations in the NHS locally or nationally wish to sponsor jointly) all responsible directors and employees will send to the Executive Director of Finance:

(a) details of the outline design of the system, (b) in the case of packages acquired either from a commercial organisation, from the

NHS, or from another public sector organisation, the operational requirement. 14.4 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.



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14.5 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.

14.6 Where computer systems have an impact on corporate financial systems the Executive

Director of Finance shall satisfy him/herself that: (a) systems acquisition, development and maintenance are in line with corporate

policies such as an Information Technology Strategy, (b) data produced for use with financial systems is adequate, accurate, complete and

timely, and that a management (audit) trail exists, (c) Executive Director of Finance staff have access to such data, and

(d) such computer audit reviews as are considered necessary are being carried out.

14.7 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.



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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.

15.2 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.

15.3 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.

15.4 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.

15.5 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.

15.6 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.

15.7 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.



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SECTION 16 ACCEPTANCE OF GIFTS BY STAFF 16.1 The Executive Director of Finance (via the Group 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. (also included within the Group Governance Framework Manual

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 & Social Care: NHS Code of Practice.

17.2 The documents held in archives shall be capable of retrieval by authorised persons. 17.3 Documents held under Department of Health & Social Care: NHS Code of Practise shall

only be destroyed at the express instigation of the Chief Executive. Records shall be maintained of documents so destroyed.

SECTION 18 RISK MANAGEMENT & INSURANCE 18.1 Risk Management 18.1.1 The Chief Executive shall ensure that the Trust has a programme of risk

management, which must be approved and monitored by the Group Board. 18.1.2 The programme of risk management shall include:

(a) a process for identifying and quantifying risks and potential liabilities; (b) engendering among all levels of staff a positive attitude towards the control of

risk; (c) 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;

(d) contingency plans to offset the impact of adverse events; (e) audit arrangements including; internal audit, clinical audit, health and safety

review; (f) decision on which risks shall be insured. (g) arrangements to review the risk management programme.



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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.

18.2 Insurance 18.2.1 The Group Board 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 Board 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.

18.2.2 Where the Group Board 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.

18.2.3 Where the Group Board 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 Board 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.

18.2.4 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.

Group Governance Framework Manual – Appendix 8: Reservations of Powers & Delegation of Powers

Reference Number: TT1(06) Version Number: 16


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Appendix 10 Reservations of Powers & Delegation of Powers

− GLOSSARY

‘Board’ means the Board of Directors of SRFT ‘SFI’s means Standing Financial Instructions ‘SRFT’ means the Salford Royal NHS Foundation Trust. ‘SOs’ means Standing Orders. ‘Trust’ means SRFT.

1. INTRODUCTION

1.1 Purpose

1.1.1 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 Scheme of Reservation and Delegation of Powers should be read in conjunction with the Standing Orders (Appendix 3) and 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.

1.2 Statutory Requirements

Foundation Trusts 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 2012. 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 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 4.8.




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1.3 Codes of Conduct

1.3.1 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 Group 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

1.4.1 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.

1.5 Role of the Chief Executive

1.5.1 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

1.6.1 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

1.7.1 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

1.8.1 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.




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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 PAHT, 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, the Group Board 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, the Group Board (Salford) for the running of SRFT and the Group Board (Oldham Bury and Rochdale) for running those Care Organisations within PAHT. They should not try to use the powers of the Council of Governors to veto the decisions of the Board of Directors or the Group Boards. 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 Board, 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.




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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.


Regulations and Control

1 To hold the Non-Executive Directors individually and collectively to account for the performance of the Board of Directors

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 Establish terms of reference and reporting arrangements of all committees that are established by the Council of Governors

6 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


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




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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


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

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


Policy determination

1 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

2 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


Audit – No decisions reserved




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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


Monitoring – no decisions reserved




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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 PAHT members and the public served by Group.

2. To effectively engage with and involve local stakeholders of SRFT and PAHT. 3. Provide views to the Group Board (Salford) 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)




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REF COMMITTEE FUNCTIONS OF THE COUNCIL OF GOVERNORS’ COMMITTEES

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 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 Board, 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 PAHT members and key stakeholders and will represent their views in any discussions with the Group Board.

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.

N/A

Nominations, Remuneration and

Terms of Office 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.




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SECTION 3 – DECISIONS RESERVED TO THE BOARD

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.

Regulation and Control

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 Board (Salford)) where




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DECISIONS RESERVED TO THE BOARD

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 Charitable Funds Committee by the Group Board (Salford).


1 Vice Chairman:

To appoint the Vice Chairman of 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.

Strategy and Annual Plan

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).

Audit

External Auditor: N/A


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.




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SECTION 4 – DECISIONS / DUTIES DELEGATED BY THE BOARD TO COMMITTEES 4.1 Decisions Delegated To Group Board (Salford) – herein “Group Board”

DECISIONS DELEGATED TO GROUP BOARD

General enabling provision

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 Board.

Regulations and Control

1 Standing Orders:

To suspend Standing Orders in so far as they relate to Group Board.

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 Board brought to the Chief Executive’s attention in accordance with SO 4.7.

2 Declaration of Interests:

To require and receive the declaration of Group 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.

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, Nominations/Appointments, Remuneration and Terms of Service Committee and Charitable Funds Committee 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 Board does.

5 Bailer for Patients’ Property:

To approve arrangements relating to the discharge of the Trust’s responsibilities as a bailer for patients’ property.




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1 Vice-Chairman:

To confirm the Vice Chairman of the Group Board.

2 Secretary:

To confirm the Secretary of the Group Board.

3 Committees:

To appoint, and confirm to the Board, the terms of reference of an Audit Committee, Nominations/Appointments Committee and Charitable Funds Committee 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, 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, that are directly accountable to the Group Board, 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.

Strategy, Business Plans and Budgets

1

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.

2

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).

3

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




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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

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




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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.

Policy 1 1

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.

2

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

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.


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.




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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 Board 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 Board as the Group Board 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 Board

Receive reports from the Chief Finance Officer on financial performance against budget and Local Delivery Plan.

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.




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4.2 Decisions Delegated by the SRFT Board to the SRFT Acquisition Committee

REF COMMITTEE DECISION/DUTIES DELEGATED BY THE BOARD TO COMMITTEES

Group Governance Framework

Manual

SRFT Acquisition Committee

The Committee shall:

Develop the transaction Strategic Case, Full Business Case (FBC) and Long Term Financial Model (LTFM) for approval by the SRFT Board of Directors, which will be aligned to Group strategy. These documents will confirm the benefit and viability of acquiring PAHT assets, and will finalise post procurement arrangements. The outputs will give due consideration to work undertaken for the Group strategy to date and with due consideration of Commissioner and regulator governance processes and also exploring future governance options for the Trust.

Provide the SRFT board with assurances that any executed transaction is the right direction for the Trust and its stakeholders, and ensure that it is completed safely and without detriment to the long-term sustainability of the Trust.

Provide SRFT Board of Directors with recommendations of the legal form most suitable to deliver the expected benefits of the business case.

Ensure that the transaction programme continues to deliver against the agreed timetable aligning the Northern Care Alliance (NCA) NHS Group and the Manchester University NHS Foundation Trust (MFT) transaction programmes, as set out by the Joint Transaction Board.

Provide programme oversight to ensure that the programme meets its objectives an delivers the expected benefits and outcomes, and ensure that the SRFT Board of Directors has oversight and visibility during the transaction process.

Manage stakeholders including regulatory and health economy partners such as NHSI Clinical Commissioning Group (CCG)s and Greater Manchester Health & Social Care Partnership (GMHSCP); and internal stakeholders including directors and governors.

Monitor and mitigate escalated risks associated with the transaction programme.




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SECTION 5 – DECISIONS/DUTIES DELEGATED BY THE SHADOW GROUP BOARD (GROUP BOARD) TO STATUTORY COMMITTEES



Manual

Audit Committee


Review the establishment and maintenance of an effective system of integrated governance, risk management and internal control, across the whole of Group and SRFT’s activities (both clinical and non-clinical, whether through a management agreement or otherwise), that support the achievement of the organisation’s 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 Counter Fraud Authority;

- system of risk management across the whole of the organisation’s activities (clinical and non-clinical, whether through a management agreement or otherwise) and receive regular monitoring information against the management of risks judged as ‘significant’ and provide verification to the Group Board 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 Board, Care Organisations and the SRFT Board.




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Receive all Head of Internal Audit Opinions (Group, statutory bodies and Care Organisations).

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 consider the implications and management's responses to their work.

Consider the appointment and performance of the External Auditor for SRFT.

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 Board 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 Trust by the Public Accounts Committee or Comptroller and Auditor General and advise the Group Board and Board 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 Board and Board.

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




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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 Board, including those of budgetary controls, are subject to review as to completeness and accuracy of the information provided to the Group Board.

Monitor procurement and the management of non-pay spend, and specifically have oversight of the Procurement Work Plan.


Manual

Nominations, Remuneration and Terms of Service

Committee


Determine, as delegated by the Board via Group Board, 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 Board, 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




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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 Board and, where appropriate, make recommendations to the Board and Group Board 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 Board and appointing candidates to Executive Director positions on the PAHT Board.

Evaluate the balance of skills, knowledge and experience on the Board and Group Board and, in the light of such evaluation, prepare descriptions of the roles and skills required for Non-Executive Director appointments (including the Chairman).

Approve any locally-determined, major changes in Executive Directors, and Senior Managers’ benefits structures.


Manual

Charitable Funds Committee


Apply all SRFT 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 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 ’s policies and procedures for charitable funds and investments are followed.

Appoint Investment Advisors and monitor the performance of SRFT charitable funds




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investment portfolio.

Oversee and monitor the functions performed by the SRFT 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 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.


Manual

Group Executive Risk and

Assurance Committee


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 self-certifications 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.

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 Board 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 Board with respect to the delivery of Group’s Principal Objectives.




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Manual

Group Executive Management Committee

The Committee will:

Ensure oversight all major transformation programmes to ensure delivery against agreed milestones

Review potential strategic change initiated from external sources

Explore and prioritise business development opportunities

Enable collective Executive decision making on critical, tactical matters

Ensure effective communications & stakeholder management




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SECTION 6 – DELEGATIONS DERIVED FROM THE ACCOUNTING OFFICER MEMORANDUM

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




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REF DELEGATED TO DUTIES DELEGATED

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 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.

Group Governance Framework Manual – Appendix: 9 Detailed Scheme of Delegation

Reference Number: NCAG002(17) Version Number: 3 Issue Date: Page 172 of 206

SECTION 7 – 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

2.13 Chairman Chair all Board meetings and associated responsibilities.

6.8 CEO Register(s) of Interests.

9.16 CEO Ensuring best value for money is demonstrated for all services provided under contract or in-house.

9.17 CEO Demonstrating that the use of Private Finance represents best value for money and transfers risk to the private sector.

9.19 CEO Nominating an officer to oversee and manage a contract on behalf of the Trust.

9.20 CEO Nominating officers to enter into contracts of employment, regarding staff, agency staff or consultancy service contracts.

9.22 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.

12.1 CEO Keeping Trust Seal in a safe place and maintaining register of sealings.

12.3 CEO/CFO Approving and signing all building, engineering, property or capital documents.

13.1 CEO Approving and signing all documents which will be necessary in legal proceedings.

13.2 CEO or CFO Signing on behalf of the Trust any agreement or document not required to be executed as a deed.

14.1 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.



SECTION 8 – DELEGATION FROM STANDING FINANCIAL INSTRUCTIONS

SFI REF DELEGATED TO AUTHORITIES/DUTIES DELEGATED

1.3.6 CEO Ensuring all directors and employees, present and future, are notified of and understand Standing Financial Instructions.

1.3.7 CFO Implementing the Trust's financial policies and coordinating corrective action and ensuring detailed financial procedures and systems are prepared and documented.

1.3.8 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.

1.3.10 CFO Form and adequacy of financial records of all departments.

2.1.1 Audit Committee Providing an independent and objective view on internal control and probity.

2.2.1 CFO Investigating any suspected cases of fraud or other irregularity, in conjunction with the Anti-Fraud Specialist/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 Making recommendations to the Board concerning remuneration and terms of service of directors



SFI REF DELEGATED TO AUTHORITIES/DUTIES DELEGATED

Sub-Committee and senior employees on MPS Terms and Conditions of Service.

8.4 CFO Payroll

9.1 CEO Determining, and setting out, levels of delegation of non-pay expenditure to budget managers.

9.2.2 CFO Prompt payment of accounts.

9.2.5 CEO Authorising individuals to use and/or be issued with official orders.

9.2.7 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.

11.1 CEO/CFO Monitoring the capital programme.

11.3 CEO Maintenance of asset registers.

11.3 CEO Overall responsibility for fixed assets.

11.5 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.

12.8 CEO Identifying persons authorised to requisition and accept goods from Supplies/Trust stores.

13.2 CFO Preparing procedures for recording and accounting for losses and special payments and informing NHS Counter Fraud Authority of all frauds and informing police in cases of suspected arson or theft, and where appropriate involving the Anti Fraud Specialist/Local Counter Fraud Specialist.

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 25.



Appendix 9

DETAILED SCHEME OF DELEGATION APPENDIX B

This document provides a framework for decision-making responsibilities within the Trust. Group Executive Directors and CO Directors are

responsible for ensuring that all staff operate 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

delegation 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 (Group) Executive

Director and/or the Chairman)

Chief Finance Officer

Other (Group) Executive Directors (including Chief Strategy Officer)

Chief Finance Officer (In the absence of the Chief Finance Officer, urgent matters may be dealt with by the Deputy Chief Finance Officer)

Care Organisation (CO) Directors (accountable officers)

Director of Finance (CO)

Other CO Directors

Group Business Unit Directors

Management Boards

Group Board

Divisional Managing Directors

Service Managers / CO Divisional 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 CO Directors/Group Business Unit Directors to identify within their Care Organisations/Group Business Units 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 Chief Finance Officer and posted on the intranet.



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 (exc VAT)

Category A – As defined within the eProcurement system, by the relevant Category D Director Suggested interpretation of this category to include roles such as:

Ward Manager

Deputy Senior Managers

Budget Holders

Self-authorisation as per authorisation by the

budget holder


Category B – As defined within the eProcurement system, by the relevant Category D Director Suggested interpretation of this category to include roles such as:

Senior Managers

Theatre Managers

General Managers

Lead Nurses


Category C – As defined within the eProcurement system, by the relevant Category D Director Suggested interpretation of this category to include roles such as:

Assistant Directors



Department Heads

Service Managers

Clinical Directors

Up to £100,000

Category D

Care Organisation:

Any Divisional

Director, subject to

procurement sign

off

Suggested interpretation of this category to include roles such as:

Divisional Directors

Associate Directors

Managing Directors

Group:

Any Group Director

(directly reporting to

Group Executive

Director), subject to

procurement sign

off

Group Business Unit

Any Heads of

Service, subject to

procurement sign

off

Suggested interpretation of this category to include roles such as:

Divisional Directors

Associate Directors

Managing Directors

£100,000 - £249,999

Care Organisation

Any CO Director, subject to

Group:

Any Group



procurement sign off

Executive Officer

Group Business Unit Director, subject to procurement sign off

£250,000 - £499,999

Care Organisation

CO Accountable Officer and Director of Finance (CO)

Where this is the same person, this must include CO Managing Director

Group

Chief Executive Officer and Chief Finance Officer

Group Business Unit Director and Chief Finance Officer

£500,000 - £1,499,999* *Anything £1m+ must be notified to Group Strategy & Investment Committee for information

Care Organisation CO Management Board

Group

Executive Strategic Finance and Information Committee

£1,500,000+

Group Board

In exceptional cases, for the purpose of expediency and practicality, limits may be increased for particular Senior Finance/ Procurement staff to facilitate the approval of invoices in PIMS via non Purchase Order. Any exceptions granted will be approved by the Deputy Chief Finance Officer and reported to the Audit Committee.



Guidance with respect to assigning staff to Category A-D is included. Staff assigned to Category D may only assign staff to the limits set as Category A-C.

2. Maintenance/Operation of Bank Accounts

Maintenance/Operation of Bank Accounts Group Board

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)

Budget holder

At service level

Service Manager

At Divisional/Departmental level Divisional Directors/Department Director

For all other areas

DoF (CO) or Group Chief Financial Officer (CFO)

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 CO/Group Business Unit financial position - Virement is available between pay and non-pay budgets provided that it is authorised by the CO Director of Finance / Deputy Chief Finance Officer

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) Authorisation of timesheets / clock cards / claims for special duty / overtime, on-call etc.

Line Manager (See Category A)

(b) Authorisation of Waiting List Initiatives (within the current pay terms and conditions)

Care Organisation Divisional Director/ Chair of Division/Group Business Unit Director

(c) Authorisation of the use of temporary staff from agencies, claims for medical sessional payments and internal bank / casual staff.

i.

Please refer directly to Temporary Staffing Policy.

(d) Approval of requests to fill vacant posts within the budgeted establishment.

Service Manager / Departmental Manager subject to approval by organisations’ vacancy panel(for all posts where vacancy panel approval is required).

(e) Approval of changes to budgeted establishment funded from within the CO’s own budget

Divisional Managing Director, Chair of Division or equivalent subject to approval by organisations’ vacancy panel where required.

(f) Approval of changes to budgets which are backed by additional income

Value to be approved by Director of Finance (CO). Allocation to individual budget lines by Divisional Managing Director, Chair of Division or equivalent



(g) Approval of other increase in budgeted establishment funded from resources not currently within the CO’s/Group Business Unit’s own budget.


SFI Section 8

3.3 Management of Budgets – Non Pay

SFIs Section 9 Standing Orders Sec.9 Standing Orders – Annex A

(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 Chief Finance Officer. The limits below apply to both stock and non-stock -and the applicable OJEU thresholds for Supplies and Service Contracts (staff should ensure that quotes are obtained via the Procurement Department)

£5000 - £15,000 (excl. VAT) (2 verbal quotations or utilisation of an appropriate framework agreement)

Authorised Signature (Category B)

Between £15,000 (excl. VAT) - £50,000 (excl. VAT) (3 formal/written quotations or utilisation of the appropriate framework agreement)

Authorised signature (Category C)

Between £50,000 (excl. VAT) and the applicable OJEU threshold Approval limits as per Section 1



(excl. VAT) 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

Over the OJEU threshold (excl. VAT) for both NHS Foundation Trusts and NHS Trusts a fully compliant EU procurement process must be followed or an appropriate framework agreement must be utilised. The selected route must be based on obtaining best value for money. In all cases, advice from the Procurement Department must be sought.

Approval limits as per Section 1

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, Group Executive Director or other officer as duly authorised by the Group Board.

SO (Board) Para 10.1

b) Waiver of quotations (revenue or capital) between the value of £15k (excl. VAT) - £50k (excl. VAT), subject to SFIs

/Procurement Director and CO Director of Finance/Deputy Chief Finance Officer

SFIs 9.2.1

c) Waiver of tenders (revenue or capital) above £50k (excl. VAT) subject to SFIs

Chief Finance Officer or Care Organisation Director of Finance and Group Procurement Director - All waivers to be reported to Audit Committee

SFIs 9.2.1

Opening Tenders and Quotations

All tenders and quotations are opened by an authorised member of the Procurement team using the fully audited electronic Procurement Portal.



3.3 Tender Variations

Approving Tender Variations: up to 10% up to £15k whichever is the lower (within available budget)

All tender / contract variation approvals must be conducted in line with EU procurement directives. In all cases, advice from the Procurement Department must be sought. In accordance with the agreed authorisation levels within each CO/Group Business Unit

Approving Tender Variations > 10% or £15k up to a maximum of £25k (within budget available).

Category D

Approving Tender Variations > 10% or £15k up to a maximum of £25k (outside budget available).

Category D

Approving Tender Variations > than 10% and over £25k

Chief Finance Officer – reported to Audit committee

SFIs 9.2.1

4. Capital Programme / Schemes

SFIs Section 11 Standing Orders Sec.9 Standing Orders – Annex A



Authorisation of Capital Projects / Capital Programme.

Group Board Applicable OJEU threshold for NHS Foundation Trusts for capital (works) schemes is £4,551,413 (€5,548,000)

Waiver of formal tendering procedures / requirement for written quotation Authorisation to exceed scheme approved budget.

Chief Finance Officer Group Board

Selection of architects, quantity surveyors, consultant engineer and other professional advisors within EU regulations

Director of Capital, Estates and Facilities

Financial monitoring and reporting on all capital scheme expenditure

Deputy Chief Finance Officer

Granting and termination of leases of >£100,000

Group Board

5. Setting of Fees and Charges SFIs Sections 6 & 7

a) Private Patient, Overseas Visitors, Income Generation and other patient related services.

Chief Finance Officer and Director of Finance (CO) in agreement

b) Price of NHS Service Level Agreements

Chief Finance Officer and Director of Finance (CO)



c) Signing of Service Level agreements with Commissioners

SLA values up to £10 million

SLA values over £10 million

CO Director of Finance or Chief Finance Officer

CO Director of Finance or Chief Finance Officer

6. Engagement of Management Consultancy Staff

SFIs Section 9

a) Management Consultancy Staff (subject to procurement

routes in 1 above and any extant regulatory requirements e.g. the NHSI consultancy cap).

CO Accountable Officer and Director of Finance (CO) or Group Chief Officer

b) Engagement of Group Solicitors

Chief Executive / Chief Finance Officer/ Authorised Care Organisation and Group Directors Employment Matters-Director/Assistant Director of Workforce

7. Expenditure on Charitable and Endowment Funds

Charitable Funds Committee (CFC) should agree in principle expenditure on charitable and endowment funds, expenditure signatories thereafter are as follows:

Up to £5,000 Approved Fund holders



Up to £15,000 Divisional Directors

Up to £25,000

CO Directors/Group Business Unit Directors

Up to £50,000 Chief Finance Office

Over £50,000 CFC

8. Agreements/Licences/Leases

SFI Section 7

a) Preparation and signature of all tenancy agreements/licences for all staff subject to Group Policy on accommodation for staff

b) Up to £100k

c) Above £100k

CO Director or Director of Capital, Estates and Facilities Group Board

b) Approval of or Extensions to existing leases Up to £100k Above £100k

CO Director or Director of Capital, Estates and Facilities Group Board

c) Letting of premises to outside organisations


d) Approval of rent based on professional assessment


e) Signing of Lease Documentation

Group Board



9. Condemning & Disposal

SFIs Section 13

Items obsolete, obsolescent, redundant, irreparable or cannot be repaired cost effectively

Medical Equipment-Head of Medical Physics/EBME Estate-Group Head of Estate IT-Group Head of Digital

10. Losses, Write-off & Compensation

(Deputy Chief Finance Officer to be informed of all items approved in line with the below limits. 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 (NHS Resolution) Membership Rules.

a) Losses and Cash due to theft, fraud, overpayment,

outstanding contractual agreements(e.g. lease cars) & others –

i. Up to £50,000

ii. Over £50,000

i. Director of Finance (CO) or Deputy Chief Finance Officer

ii. CO Management Board or Chief Finance Officer

b) Fruitless Payments (including abandoned Capital Schemes)

i. Up to £250,000

ii. Over £250,000


ii. CO Management Board or Chief



Finance Officer

c) Bad Debts and Claims Abandoned. Private Patients, Overseas Visitors & Other

i. Individual debts up to £5,000

ii. Individual debts over £5,000



d) Damage to buildings, fittings, furniture and equipment and

loss of equipment and property in stores and in use due to culpable causes (e.g. fraud, theft, arson) or other

i. Up to £50,000

ii. Over £50,000



e) Compensation payments made under legal obligation

Asst Director of Workforce for the CO/Group Business Unit listed under Category D - for staff compensation CO Director of Finance/Deputy Chief Finance Officer - for non-staff compensation



f) Extra Contractual payments to contractors i. Up to £100,000

ii. Over £100,000

Extra Contractual payments relating to Capital

i. Up to £100,000

ii. Over £100,000

i. Category D

ii. CO Management Board/Any Group Executive Officer

i. Associate Director of Estates

ii. Director of Capital, Estates

and Facilities

Ex-Gratia Payments (Deputy Chief Finance Officer to be informed of all items approved in line with the below limits. Items to be reported to the Audit Committee bi-annually)

g) Patients and staff for loss of personal effects:

i. Less than £2,000 (patients)

ii. Over £2,000 (patients)

iii. Less than £1,000 (staff)

iv. Over £1,000 (staff)

i. CO Director of Nursing/CO DoF /Director of Corporate Nursing & Governance

ii. CO Management Board/D&P Management Board

iii. Divisional Managing Director or equivalent e.g. Director of Radiology/Pathology, Chief Pharmacist



iv. CO Accountable Officer/D&P Managing Director/Any Group Executive Officer

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

Divisional Managing Director or equivalent

i) Settlement of non-insurance claim risks: Up to £10,000 (Clinical & Non-Clinical)


£20,001 - £50,000 (Clinical & Non-Clinical)

CO Accountable Officer or Director of Finance (CO) or Group Business Unit Director

£50,001 and above (Clinical & Non-Clinical)

Group Board

j) Employment related settlements: All special severance payments, regardless of value, of the payment, require HM Treasury approval before the agreement between the employee and the employer is finalised. HM Treasury defines special severance payments as a payment made to employees, contractors and others above normal statutory or contractual requirements when leaving employment in a public service, whether they resign or are dismissed or reach an agreed termination of contract.

Asst Director of Workforce for the CO/Group Business Unit listed under



- Up to £10,000

Category D

- Over £10,000

CO Accountable Officer or CO Director of Finance or Deputy Chief Finance Officer, with approval in all cases from the Chief of People.

Other, except cases of maladministration where there was no financial loss by claimant

i. Up to £100,000

ii. Over £100,000

See information above about HM Treasury approval in all cases.

i. Category D

ii. CO Management Board/Any Executive Director (Group)

k) Write back of NHS Debtors

i. Up to £25,000

ii. Over £25,000

i. CO Director of Finance or Deputy Chief Financial Officer

ii. Chief Finance Officer

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)

CO Director or Group Business Unit Director or any Chief Officer Senior Manager or Director on call reportable to Asst Director of Workforce/Director of Workforce

b) Where a fraud is involved the police are notified in accordance with the NHS Counter Fraud Response Plan

CO Director of Finance/ Deputy Chief Finance Officer

12. Petty Cash Disbursements (not applicable to Central Cashiers Office)

SFIs Sections 6

a) Expenditure up to £30 per item

Petty Cash Holder

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. 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 and counter signed by Divisional Director of Nursing



Out of Hours requirement to be approved by senior manager on call

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 1.3.1.6). SFI Section 9.2.6(d)

a) Declaration required in the Group Gifts and 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.)

Group Governance Framework Manual.



15. Implementation of Internal and External Audit Recommendations

Assigned Responsible Officer

Section 1.4 (P.20) plus section 2.4 (p.43). SFI Section 2 & Appendix 7A

16. Maintenance and update of Group Financial Procedures


Section 1.5 (page 22)

17. Investment of Funds


SFIs Section 8

18. Contracted staff and 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

Asst Director of Workforce in the CO/Group Business Unit listed under Category D in accordance with the appropriate policy

b) Upgrading & Regrading All requests for upgrading/regrading shall be dealt with in accordance with approved Procedure (value relates to the

Asst Director of Workforce in the



increase in pay).

CO/Group Business Unit listed under Category D in agreement with budget holder

c) Protected Wage / Salary Payments The protection of wages / salary payments will be in accordance with the approved Policy.

Asst Director of Workforce in the CO/Group Business Unit 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

i. Category C

ii. Category D

iii. Group Executive Directors/CO Directors /Group Business Unit Directors ratified by Remuneration Committee

e) Authority to complete standing data forms effecting pay, new starters, variations and leavers.

Line Manager

f) Authority to complete and authorise positive reporting forms

Line Manager

g) Authority to authorise overtime

Category B



h) Authority to approve working in a temporary grade:

i. Covering vacancies

ii. Temporary Regrading

Category B, seeking advice from Asst Director of Workforce Officer for the CO/Group Business Unit

i) Variation to Overtime Payment Rates All payments to be made in accordance with National Terms and Conditions and approved Terms and Conditions as appropriate

Chief of People

k) Authority to authorise ad-hoc payments (outside of normal terms and conditions) subject to compliance with any Group or national requirements about rates of pay.

Asst Director of Workforce for the CO/Group Business Unit listed under Category D (HR will work with CO’s/Group Business Units to define delegation requirements)

l) Salary / wage payments from Charitable Funds

Fund Signatories (See section 7)

m) Renewal of Fixed Term Contract Category B seeking advice from HRBP for the CO/Group Business Unit

n) Agreement Bank/WLI rates Director of Workforce

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

Line Manager

b) Annual leave - approval of carry forward (up to maximum of 5 days (1 working week)

Line Manager

c) Annual leave - approval of carry over in excess of 5 days but less than 10 days.

Category B in discussion with HRBP

d) Annual leave - approval to carry forward 10 days or more.

Category C in discussion with Asst Director of Workforce

e) Compassionate Leave Compas

Line Manager



f) Special leave arrangements viiS

Maternity Leave

Paternity Leave

Adoption Leave

Automatic Approval with guidance



Trade Union Duties / Activities in accordance with the approved policy

Line Manager

viii) g) Leave without pay or Career Break

Line Manager in discussion with HRBP and in accordance with agreed policy

ix) h) Medical Staff Leave of Absence - paid and unpaid

CO Medical Director/Group Business Unit Director

Accountable Lead D&P Medical Officer

i) Time off in lieu


j) Sick Leave

Extension of sick leave on half pay up to three months

Category D plus Asst Director of Workforce or Chief of People



Phased return to work on adjusted pay to assist recovery, reviewable on a monthly basis in accordance with sickness guidance.

Line Manager in discussion with HRBP - Trust Sickness Handling Guidelines

Discretionary extension of sick leave on full pay, reviewable monthly.


Agreement of payment in lieu of annual leave whilst in employment

Asst Director of Workforce in discussion with line manager

k) Study Leave

Trust Policy

Non- Medical Study leave

Divisional Managing Director equivalent

Medical staff study leave

Chair of Division/Divisional Medical Director/Clinical Director

Accountable Lead D&P Medical Officer



L) Secondment

into Trust

out of Trust

Line Manager in discussion with Asst Director of Workforce Line manager with HRBP

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


Expenses over and above the above limit can only be awarded in exceptional circumstances on a case-by-case basis.

CO Accountable Chief Officer or Chief Executive Officer

22. Grievance Procedure

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

Trust Grievance Procedure

23. Authorised Car & Mobile Phone Users

a) Requests for new posts to be authorised as car users

Line Manager

b) Lease Car Approval




c) Lease Car Mileage Rates


d) Requests for new posts to be authorised as mobile telephone users


24. Redundancy

Redundancy Chief Executive Officer/Chief Finance Officer/Chief of People

Voluntary severance arrangements (as determined and agreed from time to time by the Nominations, Remuneration and Terms of Service Committee)

Group CiC

25. Ill Health Retirement

Decision to terminate on the grounds of ill-health Category C seeking advice from HRBP for the CO/Group Business Unit.

26. Dismissal Divisional Managing Director equivalent seeking advice from HRBP for the CO/Group Business Function.

Trust Disciplinary Procedures

27. Authorisation of New Drugs

Group Medicines Management Group

28. Authorisation of Sponsorship deals


29. Authorisation of Research Projects Director of R&I plus CO Director of Finance or Deputy Chief Finance

Trusts Research Policy



Officer

30. Authorisation of Clinical Trials Director of R&I plus CO Director of Finance / Deputy Chief Financial Officer plus Director of Pharmacy.

Trusts Clinical Trials Policy

31. Insurance Policies and Risk Management

Group CiC SFIs Section 19

32. Patients & Relatives Complaints

a) Overall responsibility for ensuring that all complaints are dealt with effectively

Chief Executive Officer / Chief Nursing Officer

b) Responsibility for ensuring complaints relating to a directorate are investigated thoroughly.

CO Associate Director of Governance Managing Director, Chair of Division or equivalent

Director of Corporate Nursing & Governance

c) Medico - Legal Claims - Coordination of their management.

Claims Manager

33. Relationships with Press

Enquiries :-

Within Hours

Outside Hours

Group Director of Communications

Senior Manager on-call



34. Infectious Diseases and Notifiable Outbreaks

CO 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.

CO Director of Nursing / Group Business Units

Nurse/Midwives/ Health Visitors Act Midwives Rules / Code of Practice UKCC Code of Professional Conduct

36. Patient Services

a) Variation of operating and clinic sessions within existing numbers:

Outpatients

Theatres

Other

Divisional Managing Director, or equivalent

b) All proposed changes in bed allocation and use

Temporary Change

Permanent Change

Bed Manager


CO Director of Finance and



Contract monitoring

Contract reporting

Deputy Chief Finance Officer

CO Director of Finance and Deputy Chief Finance Officer

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&I Director in conjunction with Asst Director of Workforce Resourcing

b) Work experience students etc.

Work Experience Business Officer

38. Review of fire precautions

Group Director of Capital, Estates and Facilities

39. Review of compliance with all statutory and Health and Safety Executive requirements (including control of Substances Hazardous to Health Regulations)

Chief Executive Officer / CO Chief Accountable Officers

40. Review of Medicines Inspectorate Regulations

CO Medical Directors

41. Review of compliance with environmental regulations, e.g. CO Chief Accountable Officers D&P Managing



those relating to clean air and waste disposal Director

42. Review of Trust's compliance with the Data Protection Act Group Chief Information Officer

43. Monitor proposals for contractual arrangements between the Group/Care Organisation and outside bodies

Chief Financial Officer/ CO Director of Finance

44. Review the Trust's compliance with the Access to Health Records Act

Deputy Chief Information Officer 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

Deputy Chief Information Officer IG

46. The keeping of a Declaration of Interests Register. Director of Corporate Services SOs Section 6

47. Attestation of Sealings in accordance with Standing Orders

Chief Finance Officer and Chief Executive Officer (or nominated officers, not within the originating department)

SOs Section 12

48. The keeping of a register of Sealings Director of Corporate Services SOs Section 12

49. The keeping of the Hospitality Register Director of Corporate Services

50. Retention of Records Chief Executive Officer