Meeting to be held on 3 April 2013 from 13:30 – 16:30 Lunch will … of Governors/BOG...

Board of Governors

Private Session at 1.30pm for item 13.16 (Chair appointment) Public Session at c.1.55pm for items 13.17 onward

See below for pre-board governor sessions*

Meeting to be held on 3rd April 2013 from 13:30 – 16:30 in the The Library, Sergeants Walk, Bury St Edmunds IP33 1TZ

Lunch will be available from 13:00 AGENDA

Time Item No

Session in private

13.30 13.15 Chair’s welcome, notification of any urgent business and apologies for absence

Apologies:

13.35 13.16 To receive nominations committee recommendation for selection of Chair and agree appointment (Guenever Pachent, Graham Creelman)

Attachment A

Session in public

13.55 13.17 Chair’s welcome, notification of any urgent business and apologies for absence

13.55 13.18 To approve the minutes of the previous meeting, held on 9th January 2013

Attachment B

i. To approve the release of the BoG minutes in accordance with the Freedom of Information Act

14.00 13.19 To address any Matters Arising from the minutes of the previous meeting, not covered by the Agenda

Attachment B1

i. Min 13.03: To report how the Crisis Line service will run (Kathy Chapman/Aidan Thomas)

Verbal

ii. Min 13.04i / vi: Copy of risk assessment / risk assessments for Trust Service Strategy to Pat Southgate (Kathy Chapman)

iii. Min 13.04i: Copy of Trust’s financial plan to Governors (Andrew Hopkins)

iv. Min 13.04iii: Response to Guenever Pachent’s questions attached to minutes (Leigh Fleming)

Attachment C

v. Min 13.04vi: List of measures to monitor for safe transition of services to Governors (Aidan Thomas). Completed via public board meeting.

vi. Min 13.04vi: Pat Southgate to be involved in process of feedback from service strategy consultation – Completed.

vii. Min 13.04vi: Special meeting of BOG to discuss service strategy after close of consultation (Robert Nesbitt). Completed.

viii. Min 13.05: Board of Governors to choose one or two items for future meetings to be considered in depth (all)

ix. Min 13.12vii: Email request for Partner Governor for Nominations Committee (Robert Nesbitt) – Completed.

14.30 13.20 Standing Item: Chief Executive’s report (Aidan Thomas)

Presentation

i. Update on current bids and new contracts

ii. Draft objectives

14.55 13.21 Constitution: Standing Order changes - for approval. Update on proposed changes - for information. (Robert Nesbitt)

Attachment D

15.00 Break

15.15 13.22 Governance review - how governors fulfil their role including evaluation feedback – (Robert Nesbitt)

Attachment E

15.25 13.23 Governor membership of Committees and sub groups (Robert Nesbitt)

Attachment F

13.24 Governor – Director links (Maggie Wheeler) Attachment G

13.25 Standing Item: Feedback from the sub-groups and committees

i. Charitable Funds Committee Verbal

ii. Nominations Committee Verbal

iii. Marketing Attachment H

iv. Planning and Performance Attachment I

v. Education Verbal

13.26 Standing Item: Feedback from the Councils

i. Carers’ Councils Verbal

ii. Service Users’ Council Verbal

15.50 13.27 Research in NSFT (Bonnie Teague / Jon Wilson) Presentation

Attachment J

16.20 13.28 Reflections on role of Chair (Maggie Wheeler) Verbal

13.29 Any other urgent business, previously notified to the Chair

13.30 Date, time and location of next meeting

The next meeting of the Board of Governors will be held in Public on 3rd July 2013 in Norwich - UEA from 1.30 – 4.30pm VENUE TBC

16.30 CLOSE

Robert Nesbitt Trust Secretary 27

th March 2013

I:\Trust Secretariat\Board of Governors\2. BoG 3Apr2013\Agenda BoG 03Apr13 final.doc

*PLEASE NOTE:

There will also be

• An informal meeting of the governors from 10.30 – 11.30 am

• A pre-board meeting for governors on the Trust Service Strategy and financial context from 11.30 am to 12.45pm.

Board of Governors – Private: 03April 2013 Chair appointment Page 1 of 5

Report To: Board of Governors –Private

Meeting Date: 3rd April 2013

Title of Report: Chair recruitment - nomination committee report and recommendation

Action Sought: For Approval

Estimated time: 20 mins

Purpose of the Report To brief the board of governors on the selection process adopted and the recommendation for the appointment.

Implications: Governance

NHS Constitution principles:

3: The NHS aspires to the highest standards of excellence and professionalism

4: NHS services must reflect the needs and preferences of patients, their families and their carers

5: The NHS works across organisational boundaries and in partnership with other organisations in the interest of patients, local communities and the wider population

6: The NHS is committed to providing best value for taxpayers’ money and the most effective, fair and sustainable use of finite resources

7: The NHS is accountable to the public, communities and patients that it serves

Author: Robert Nesbitt: Trust Secretary

Governor / Director: Guenever Pachent: Lead Governor

Graham Creelman: Senior Independent Director

1.0 Summary of Report

1.1 The appointment of the Chair of the Boards of Directors and Governors is made by the full Board of Governors. This report describes the process adopted and makes a recommendation for appointment. The paper is taken in private to allow for a full discussion of the candidates’ merits.

1.2 The preparatory work of designing the job description and person specification, agreeing the appointment of recruitment consultants, designing the selection

Date: 03 April 2013

A Item: 13.16


process, and agreeing the make-up of the appointment panel is delegated to the nominations committee. The full board of governors has received regular updates on this work as it has progressed over the past year.

2.0 Reason for vacancy

2.1 Maggie Wheeler has served as the Chair of the Trust, and its predecessor organisations for ten years. Although technically able to serve for a period of nine years post-foundation trust status (i.e. 2017) Maggie Wheeler decided to stand down in order to ensure that the board is refreshed and that the Chair role remains independent.

3.0 Process followed

3.1 The process followed was informed by the NHS Foundation Trust Code of Governance, the Foundation Trust Network publication Foundations of Good Governance a compendium of best practice, and the Monitor publication, Your Statutory Duties: A reference guide for governors. In particular the Code of Governance states that the process should be ‘formal, rigorous and transparent’.

3.2 Veredus were appointed as the recruitment consultants for this position. They have experience of working successfully with the Trust on recent non-executive director appointments and it was agreed by the nominations committee that continuity was important for this vacancy.

3.3 A group of governors and service user and carer representatives met with Emma Pickup from Veredus on 11.10.12. to plan the arrangements for the appointment. A subgroup of the nominations committee approved the wording and design of the advertisement.

3.4 The nominations committee reviewed the current and future leadership needs of the organisation and took soundings from governors and a wide range of stakeholders including staff, service users and carers. These comments were then distilled down to form the final job description and person specification. The salary was set at c£45k pa based on benchmarking of the role with comparable foundation trusts.

3.5 The vacancy was advertised in the Sunday Times Newspaper and online on 11.01.13. with the longlisting taking place in February and the final shortlist being agreed by the appointment panel (see 3.9) on 15.03.13.

3.6 The nominations committee met on 29.01.13 to finalise the long-listing, shortlisting, and the selection and interview process. The selection process was designed to be inclusive of stakeholders and to provide detailed assessment information for the formal panel.

3.7 At Carrow Road, Norwich, on 25.03.13, the four candidates were each assessed for 30 minutes by three focus groups using a ‘carousel’ method. The focus groups consisted of a. service users / carers, b. staff, and c. other governors and stakeholders. Each group looked at a subset of the person specification and the governor facilitators were asked collect information on the perceived strengths and


weaknesses of each candidate against the person specification, to record this in writing and to pass this to the formal interview panel.

3.8 On 26.03.13 each candidate took part in a chairing skills exercise managed by Veredus. A group of directors and governors made up the ‘meeting members’ and the candidates were asked to take the meeting through a prepared agenda item. The directors and governors then passed their assessment of each candidate’s strengths and weaknesses in relation to chairing skills to the formal interview panel.

3.9 The formal interview panel members were agreed by the nominations committee. They consisted of:

Guenever Pachent: Lead Governor

Graham Creelman: Senior Independent Director

Stephen Fletcher: Public Governor and Chair of the Service User Council

Dr Karen O’Sullivan: Staff Governor

The role of independent advisor to the panel was filled by Bob Piper who has been Chair of Black Country Partnership NHS Foundation Trust (a mental health trust) since 2004 and a non-executive director since 2001.

3.10 The panel interviewed the candidates on 26.03.13 and following the formal interviews took into account the assessment information from the focus groups and chairing panel in reaching their decision.

4.0 Pen picture of shortlisted candidates Sheila Childerhouse NHS Norfolk & Waveney, Chair National Stakeholder Forum for Asset Transfer Unit, Chair National PCT Chairs’ Rural Forum, Chair/Member Sheila's earlier career was in teaching until 2000 and alongside this she has been a Local Councillor for Breckland which included experience as Portfolio holder for Social Well-Being (1999-2007) and she has also been a Partner in a farming business on the Norfolk/Suffolk border. Since 1984 Sheila has gained health experience in a Chair and NED capacity, mostly with the health authority and PCT. She was seconded to the Queen Elizabeth Hospital Kings Lynn as Chair (2005-06). Latterly she has Chaired NHS Norfolk and Waveney; a commissioning organisation with £1.6bn budget. She has also significant experience within regeneration as a NED including her role as Deputy Chair of the East of England Development Agency (2004-12). Gary Page Norfolk and Suffolk NHS Foundation Trust, Non Executive Director Hoffmann Foundation for Autism (HFA), Chair of Trustees Gary’s executive career was in banking where he was ultimately CEO Global Markets for ABNAMRO BANK NV (2006-08). Since 2008 Gary has pursued a


NED career, initially in charitable roles; he was Chair of Trustees for a school in East London for boys aged 11-16 with Social Emotional and Behavioural Difficulties (2008-10). Gary was appointed to the Board of Norfolk and Suffolk NHS Foundation Trust as a Non-Executive Director last year and alongside this role he is also Chair of Trustees for the Hoffmann Foundation for Autism providing supported living and day services in North London for adults with Autism. Heather Peck Cambridgeshire Community Services NHS Trust, Chairman Assistant Boundary Commissioner HGCA Wheat Committee, Chairman Welfare Issues of Dog Breeding, Secretary to the Advisory Council Heather has a background and professional career within environmental affairs in the civil service with the Ministry of Agriculture, Forestry and Fisheries (MAFF) and the Department for Environment, Food and Rural Affairs (Defra). Her experience has ranged from project management, research, communications and human resources and worked at Director level. Since 2008 Heather has developed a portfolio career, some of which has been closely aligned to her executive experience. Heather joined the Board of Cambridgeshire Community Services NHS Trust (£160m Trust) in 2008 as a Non-Executive Director and has been Chair of that Trust since August 2011. David White Norfolk County Council, Chief Executive (until April 2013) Norse Group Ltd, Chair University of Anglia, Non-Executive Member David is a social worker by background and has worked at Board level in Local Government and the health sector since 1989. He was Chief Executive of Suffolk Health Authority (1994-2002), Chief Executive of Thurrock Council (2002-06) and latterly Chief Executive of Norfolk County Council (2006-13), a role which he will leave in April 2013. David has undertaken NED roles alongside his executive positions, including Chair of Norse Group Limited which is a commercial company developed from the Council in Norfolk.

5.0 Recommendation

5.1 Having considered the merits of each of the candidates the nomination committee representatives unanimously recommend the appointment of Gary Page for the role of Chair for a period of three years at a salary of c£45k PA. This offer would be subject to satisfactory CRB checks.

5.2 The panel found that Gary Page showed strengths in his commitment to service users and carers and his empathy with mental health issues. He also demonstrated strong commercial and business awareness and the panel thought


that the combination of these qualities made him the best candidate for the role of Chair. Gary lives near the border of Suffolk and Norfolk.

Robert Nesbitt Trust Secretary 26.03.13

Actions from the previous Board of Governors’ meeting 9th January 2013

Action 13.03

To report on how the Crisis Line service will run (Kathy Chapman/Aidan Thomas)

Action 13.04i

Steve Ham to be invited to give financial presentation to Board of Governors. (Caroline Gregory)

A copy of the risk assessments attached to the Service Strategy to be forwarded to Pat Southgate, Public Governor (Kathy Chapman)

Governors to receive copy of Trust’s financial plan (Andrew Hopkins)

Completed

Completed

Action 13.04iii

Guenever Pachent’s questions received at the meeting and a response and questions to be attached as an appendix to the Minutes. (Leigh Fleming)

Completed

Appendix C

Action 13.04v

Update on bidding for and winning contracts for Board of Governors and Board of Directors (Aidan Thomas)

Action 13.04vi

Copy of list of measures to monitor service strategy changes be shared with Board of Governors (Aidan Thomas)

Pat Southgate to receive information, risk assessments and safety indicators (Kathy Chapman)

Pat Southgate to be involved in the process of reviewing the feedback from the consultation

Special meeting of Board of Governors to discuss Service Strategy after close of consultation (Caroline Gregory/Robert Nesbitt)

Completed

Completed

Completed

Completed

Action 13.05

Board of Governors to choose one or two items for future meetings that they wish to consider in more depth (All)

Action 13.12vii Email request for Partner Governor for Nominations Committee

Completed

Date: 3rd

April 2013

B1 Item: 13.19

Board of Governors – Public Draft Minutes: 9

th January 2013

Page 1 of 11

Unconfirmed

Minutes of the Board of Governors – Public Session

held on Wednesday 9th January 2013

in the Robson & Ramsey Suite, St. Clements, Ipswich, IP3 8LS

Present:

Kathleen Ben Rabha: Partner Governor – SAVO

Nancy Boardley: Public Governor – Suffolk

Dr Duncan Double: Staff Governor

Rosie Doy: Partner Governor - UEA

Pauline Elliott: Public Governor – Suffolk

Susie Enoch: Service User Governor – Suffolk

Paul Gaffney: Service User Governor – Suffolk

James Hogan: Service User Governor – Norfolk

Jenny Manser: Partner Governor – Broadland Meridian

Jane Millar: Public Governor – Suffolk

Dr Karen O’Sullivan: Staff Governor

Guenever Pachent: Public Governor – Suffolk

Mary Rose Roe: Carer Governor – Norfolk

David Rollinson: Staff Governor

Pat Southgate: Public Governor – Norfolk

Adrian Stott: Public Governor – Suffolk

Marion Swan: Public Governor – Suffolk

John Walker: Public Governor – Norfolk

Maggie Wheeler: Chair

ACC Gareth Wilson: Partner Governor – Norfolk Constabulary

In attendance:

Alex Briggs: Head of Performance and Business Intelligence

Roz Brooks: Director of Nursing

Barry Capon: Non-Executive Director

Kathy Chapman: Director of Operations

Graham Creelman: Non-Executive Director

Stephen Fletcher: Public Governor designate - Norfolk

Leigh Fleming: Commercial Director

Caroline Gregory: Deputy Trust Secretary (minutes)

John Hill: Public Governor designate – Suffolk

Dr Peter Jefferys: Non-Executive Director

Tony Lee: Public Governor designate - Suffolk

Robert Nesbitt: Trust Secretary

Gary Page: Non-Executive Director

Brian Parrott: Non-Executive Director

Aidan Thomas: Chief Executive

Linda Weatherley: newly appointed Staff Governor

Date: 3rd

April 2013 B

Item: 13.18


th January 2013

Page 2 of 11

Meeting commenced at: 13:40

13.01 Chair’s welcome, notification of any urgent business and apologies for absence

Maggie Wheeler welcomed those present.

i. Changes to the Board of Governors - welcome to new Governors

Maggie Wheeler welcomed the new Governors who will take up the duties on 1st February 2013 and asked them to introduce themselves.

Apologies for absence were received from Pip Coker, Peter Dyer, Jeff Halliwell, Jacqueline Middleton, Maggie Prettyman, Paul Rice, Mary Rudd, and Catherine Wells. Apologies were also received from John Brierley, Brian Parrott, Jane Marshall-Robb and Stuart Smith members of the Board of Directors.

13.02 To approve the minutes of the previous meeting held on 3rd October 2012

The minutes were approved with the following changes:

Min 12.48: paragraph 8 – change to “Suffolk”.

Min 12.54i: remove paragraph 1 and 2 and replace with:

“Mary Rose Roe advised that the Council was to be involved in the staff induction with Service Users to highlight the Triangle of Care and had a presentation from Jenny Thurston, Modern Matron acute sector who was working with the Modern Matrons on its piloting and implementation. The response to telephone messages from carers is still an issue.

Andrea Wright, head of service for the MH Partnership for Norfolk Social Services attended the Council meeting to discuss Carer’s grants.”

i. To approve the release of the minutes in accordance with the Freedom of Information Act

The minutes were approved for release in accordance with the Freedom of Information Act with the amendments outlined above.

To review the minutes of the Annual General Meeting held on 3rd October 2012

There were no amendments to the minutes.

13.03 To address any Matters Arising from the minutes of the previous meeting, not covered by the Agenda

i. Min 12.47: Bonnie Teague to be invited to future meeting to discuss research.

On Agenda item 13.10


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ii. Min 12.48i: To ensure that governors are sent copies of the consultation pack when available

A copy of the consultation pack has been forwarded to Governors.

iii. Min 12.48ii: To investigate how the crisis line and single point of access will work together

Aidan Thomas advised that the Service Strategy group were specifically looking at how the crisis line should run and whether it is part of the Access and Assessment service or as a separate element. Kathy Chapman and Aidan Thomas will report back to the next meeting.

Action 13.03

To report on how the Crisis Line service will run (Kathy Chapman/Aidan Thomas)

iv. Min 12.53vii: Clarification of term of office for Stuart Smith (Non-Executive Director)

Robert Nesbitt clarified that the recommendation from the Nominations Committee had been for Stuart Smith to re-appointed for a three year period commencing March 2013. This was agreed.

v. Min 12.54: To investigate the carer's council's involvement in the development of the service strategy

Kathy Chapman advised that the clinical leads are meeting regularly with the Carer's Council to discuss aspects of the Service Strategy. This was noted at the Board of Directors in August 2012 and meetings are now under way. Aidan Thomas advised that meetings are also taking place with Suffolk Family Carers. Mary Rose Roe confirmed that the Council had met with the lead of the new assessment centre.

vi Min 12.52: Sub-contracting and the Suffolk Wellbeing Service

Kathleen Ben Rabha, Partner Governor referred to the presentation given by Gary Hazelden, Partnership Lead at the previous meeting and asked to receive the outcome from the review of lessons learned in respect of partnership working. Maggie Wheeler confirmed that Gary Hazelden was happy to provide the update upon request.

In response to a query regarding the current position in respect of Health & Wellbeing Boards, Aidan Thomas advised that a meeting was being arranged to engage providers and hear their views. The Chief Executive of Suffolk County Council has asked that the Trust be involved to ensure mental health expertise at the meetings.


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13.04 Standing Item: Chief Executive's report

i. Financial position and cost improvement programme

Aidan Thomas presented the financial position of the Trust highlighting the main points. The Trust is currently reporting a surplus of £1.6m (after investment adjustment) and a satisfactory Financial Risk Rating (FRR) of 3. However, there is pressure on liquidity (which is the finance needed for day to day running) which is being managed closely. In response to a query, it was agreed that Governors be offered a finance presentation from Steve Ham (Deputy Director of Finance) previously given to Staff side. This will be incorporated into the governor induction which will be open to new and existing governors.

Aidan Thomas advised that there are currently 430 WTE unfilled posts with 334 of those being in Direct Care Services. In response to a query from a Governor Aidan Thomas confirmed that risk assessments, using an agreed risk criteria are carried out by the Operations Director with clinicians to assess each vacancy and also confirmed that there is no hold on vacancies within adult acute services. Kathy Chapman also advised that a careful process of assessing the risk of holding vacancies is used by managers and reviewed by the Operations Director to ensure that the manager is not trying purely to save money. Pat Southgate requested a copy of the risk assessments attached to the Service Strategy.

Aidan Thomas advised that secondary commissioning placement costs are £1m over budget. These are placements that are managed on behalf of commissioners in Norfolk and Waveney by the Trust. Roz Brooks added that the newly opened CAMHS Tier 4 (child and adolescent mental health inpatient) services had allowed for local placements of some young people who would have been placed outside of the county.

The CIP (Cost Improvement Programme) delivery rate was 70% of target with the Trust Service Strategy implementation being critical to the last quarter of the financial year. Aidan Thomas in his presentation outlined the financial risks to the Trust and mitigations to those risks. In response to a query Aidan Thomas advised that the long term financial plan agreed by the Board of Directors and shared with Monitor was to bring the Trust back into a surplus and that the risks were not due to the merger but rather due to the wider economic pressures. A copy of the financial plan will be shared with the Governors.

Kathleen Ben Rabha queried the position with the St Clement’s hospital site. Leigh Fleming advised that the site will go for planning permission January/February 2013. There has been a lot of interest and it is hoped that the site will go on sale late spring/summer 2013.

Action 13.04i

Steve Ham to be invited to give financial presentation to Board of Governors. (Caroline Gregory)


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A copy of the risk assessments attached to the Service Strategy to be forwarded to Pat Southgate, Public Governor (Kathy Chapman)

Governors to receive copy of Trust’s financial plan (Andrew Hopkins)

ii. Business performance report update

Aidan Thomas advised that the Trust is reporting green on all governance ratings and is anticipating that this will continue into the next quarter.

iii. Fire safety

Maggie Wheeler outlined the current position in relation to the fire investigation. Leigh Fleming introduced herself to the Board of Governors and described the events surrounding the fire at the new unit, Woodlands, in Ipswich. Leigh Fleming advised that the Suffolk fire investigation team had investigated the incident but due to a legal technicality they could not prosecute the Trust due to the dissolution of SMHP as part of the merger. No action was taken against staff members. At a presentation to the Board of Directors on 12th November 2012, Suffolk Fire and Rescue Service (SFRS) raised concerns regarding fire safety in the light of the incident which took place in October 2011. SFRC had highlighted a number of areas requiring further attention and as well as working closely with SFRC the Trust has appointed an independent assessor to review the SFRC report and to talk to those staff involved. The aim of this approach is to maximise the understanding that can be gleaned from the event to promote patient and staff safety. Leigh Fleming also outlined the media process that took place and how staff felt during this process.

A number of initiatives have already been put in place including a Trust-wide fire safety group. There will be twice yearly meetings with both Suffolk and Norfolk Fire and Rescue services. Lessons are continuing to be learned and when the review has been completed it will be presented at a public Board meeting.

Guenever Pachent sympathised with the staff and referred to the comments made by the Health Minister. Leigh Fleming advised that she had attempted to talk to the Health Minister but had not been able to do so.

Guenever Pachent advised that she had prepared some written questions in respect of the fire in relation to policies and procedures, fire drills and whether the non-executive directors are sufficiently challenging regarding policies and fire drills. Maggie Wheeler thanked Guenever Pachent for raising these points and it was agreed that a response will be attached (along with the written questions) as an appendix to the minutes. In response to queries raised by governors Leigh Fleming confirmed that there are Fire Marshalls, who receive specific training, within the Trust. Kathy Chapman confirmed that as part of an overall risk assessment, care co-ordinators in the community will advise on smoke alarms and fire safety. However, this cannot be enforced by the care co-ordinator.


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Action 13.04iii

Guenever Pachent’s questions received at the meeting and a response and questions to be attached as an appendix to the Minutes. (Leigh Fleming)

iv. Winterbourne follow-up

Roz Brooks explained that the report into abuse of residents at Winterbourne View was published on 12th December 2012 and went on to outline the current position in respect of the review.

All Learning Disability (LD) establishments have been inspected by the CQC (Care Quality Commission). The results have been very positive about both of the Trust’s LD services.

The CQC review found no further establishments like Winterbourne but did identify service users in placements that need to be reviewed by commissioners. As a consequence of the review there is an increased awareness of the potential vulnerability of people who use LD services, particularly when placed a long way from home. The Department of Health (DH) has made a commitment that all placements will be reviewed by June 2014. It is expected that there will be a reduction in out of county/in placements with more service users’ needs being met in the community. More guidance is expected on PMA (prevention and management of aggression), restraint and safe holding. In response to a governor, Roz Brooks confirmed that the CQC have suggested that visits for placements should be carried out frequently. The report states annually. However, the Board of Directors have already carried out regular visits to LD services.

Roz Brooks advised that Warner interviews (a special sort of interview that examines the candidate’s underlying values) will be used as part of the recruitment procedure and that these are already used when recruiting to CAMHS (child and adolescent mental health) services. A checklist for residential placements is also to be piloted for six months and then reviewed.

In response to a query regarding whistleblowing, Roz Brooks advised that there is a confidential line available to whistle blowers. Aidan Thomas and Maggie Wheeler had also written to all staff outlining the process and encouraging staff to report any concerns they have. Aidan Thomas advised concerns have been reported and these have been followed up either through the line or email through “Ask Aidan”. Maggie Wheeler explained that encouraging staff to continue to raise concerns was an ongoing process and it was noted that whistle-blowers are protected.

v. Learning and achievements from the merger


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Aidan Thomas presented the main highlights in respect of the benefits and learning that had been gained from the merger. These included:

• New CAMHS (child and adolescent mental health)Tier 4 (inpatient) service

• The Trust was in top 12 nationally as a mental health research trust and expected to be in top 10 shortly.

• Benefits from Suffolk ICT services

• Corporate achievements included over 80 financial and non financial benefits

• Positive impact on service strategy

• Leadership training across the Trust

Aidan Thomas advised that the merger had not impacted on clinical services as the changes were in relation to corporate and support services. Roz Brooks advised that post-merger adult safeguarding had improved in Suffolk and the Trust now engaged in joint training with the County Council. The Group discussed the impact of the delays to the merger with regard to financial planning and communications during the merger. Leigh Fleming advised that lessons learnt from the communications would be to access regular on-going meetings as channels for communication.

Guenever Pachent thanked Aidan Thomas for the report and acknowledged that mergers and acquisitions may not happen on a regular basis but contract negotiations would, and it would be helpful to receive lessons learnt about winning contracts for example Suffolk Wellbeing. Aidan Thomas advised that this information is available. Maggie Wheeler suggested that a paper go to the Board of Directors and Board of Governors to update on the state of play in relation to bidding for and winning contracts.

Action 13.04v

Update on bidding for and winning contracts for Board of Governors and Board of Directors (Aidan Thomas)

vi. Service Strategy

Aidan Thomas outlined the current position in respect of the service strategy. The consultation ends on 27th January 2013. Comments have been received from staff, external bodies and agencies. Feedback will be given to all those who have commented. Based on the responses received so far there will be some changes to initial proposals for example more use of nurse prescribing and the use of Assistant Practitioners. Doctors had also raised concerns


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regarding the number needed in order to support training and Hadrian Ball was meeting with the Deanery today to discuss.

Hadrian Ball, Aidan Thomas, Debbie White and clinical leads will be presenting the Strategy to the Suffolk Health Overview and Scrutiny Committee (HOSC). Norfolk CCG broadly support the strategy but have requested the Trust delay the implementation of the Access and Assessment service and have raised some concerns in respect of the reduction of the West Norfolk acute beds for dementia. The Trust is therefore negotiating with Commissioners for financial support to help with the implementation of the service strategy and to assist in supporting the delays that have been requested.

Senior officers are currently renegotiating contracts for this year and next year and the Operating Framework 2012/13 has just been released confirming efficiency savings of 4% for providers.

In response to Pat Southgate, Aidan Thomas advised that the consultation comments fall within two main streams, staff and service strategy. Lead clinicians, service managers, HR and the Board of Directors are involved in assessing the comments. Staff side are engaged in the review though predominantly focusing on workforce. Aidan Thomas confirmed that he welcomed a member from the Board of Governors being involved in how the reviews are pulled together. Maggie Wheeler advised that source documents are available outlining how conclusions are reached.

Karen O’Sullivan advised that staff governors were disappointed that they had not had an opportunity to be involved though advised that staff accept there will be job losses. However, staff are worried about the speed of the changes and are concerned that staff would not be in place to support some very vulnerable patients. Aidan Thomas advised there was a list of measures to monitor the safe transition of services that he will share with governors. This will be supplemented with informal intelligence.

Kathy Chapman acknowledged the complexity of the changes the Trust is undertaking. However, the only choice the Trust faces is either carry out the planned changes or identify other changes. Within the current proposed changes there will be areas that will need to be slowed down e.g. Access and Assessment Centre and dementia beds in the West. However a great deal of work has been undertaken to prepare for the proposed changes. For example the DIST (dementia intensive support team) is already reducing admissions and supporting more patients in the community.

Aidan Thomas noted that all proposed changes either had an evidence base for change or it was being done successfully elsewhere.


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The group discussed the service strategy changes and the different implementation times within Norfolk and Suffolk. Pat Southgate will receive information, risk assessments and safety indicators.

Maggie Wheeler thanked the Board for the opportunity to debate these significant changes and suggested that the next steps be shared with Board of Governors. Aidan Thomas suggested a special meeting of the Board of Governors take place after the close of the consultation period to feed back the proposals and changes. Venues and dates will be forwarded.

Action 13.04vi

Copy of list of measures to monitor safe transition of service changes be shared with Board of Governors (Aidan Thomas)

Pat Southgate to receive information, risk assessments and safety indicators (Kathy Chapman)

Pat Southgate to be involved in the process of reviewing the feedback from the consultation

Special meeting of Board of Governors to discuss Service Strategy after close of consultation (Caroline Gregory/Robert Nesbitt)

13.05 Measuring effectiveness in mental health

Alex Briggs gave a presentation outlining what is currently measured within mental health services and how this contributes to an understanding of effectiveness. Governors were asked to consider ways of measuring effectiveness. These points were captured by Alex Briggs and included, for example, waiting times, complaints and staff turnover. It was noted that it is difficult to devise a small number of measures that give a clear picture of efficiency. The Board of Governors will continue to receive the Business Performance Report but will consider in depth particular items at future meetings.

Action 13.05

Board of Governors to choose one or two items for future meetings that they wish to consider in more depth (All)

13.06 Chair recruitment update

Graham Creelman advised that the planning for the recruitment process was well advanced and that the advert for the post would appear in the Sunday Times on 13th January 2013. On 29th January 2013 the Nominations Committee will finalise the detailed selection process. Interviews are planned for the week commencing 25th March 2013 with a recommendation coming to the full Board of Governors on 3rd April 2013.

13.07 Lead governor update


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Robert Nesbitt advised that nomination forms had been distributed. If any Governor has not received a form please contact Robert Nesbitt directly.

Maggie Wheeler noted that this was Pauline Elliott’s last meeting and thanked her for all her support.

13.08 Constitution changes and working group proposal

Robert Nesbitt explained that there were a number of changes required to the constitution as set out in the paper. Once approved by the governors they will be considered by the board of directors before being forwarded to Monitor for approval.

Approved.

Robert Nesbitt also advised that a number of other suggested changes had been made by governors and suggested that a small working group would be set up to draft these in detail. A request will follow for volunteers to join this group.

13.09 Confidentiality agreement for private Board of Directors’ papers

Robert Nesbitt advised that a copy of the confidentiality had been included in all Governors’ Board papers. Governors will not receive a copy of private papers if this confidentiality agreement is not signed and returned.

13.10 Research in NSFT

Item deferred to next meeting.

13.11 Standing Item: To receive feedback from the sub-groups & committees

i. Annual Plan Reference Group

No meeting held

ii. Charitable Funds Committee

Deferred to next meeting.

iii. Code of Conduct

No meeting held.

iv. Education

No meeting held


th January 2013

Page 11 of 11

v. Marketing

The Governors noted the minutes of this meeting.

vi. Planning & Performance


vii. Nominations Committee

Robert Nesbitt advised that there is no Partner Governor on this Committee. Robert Nesbitt will email Partner Governors outside of the meeting to seek a representative.

Action 13.12vii

Email to Partner Governors to seek representative at Nominations Committee (Robert Nesbitt)

13.12 Standing Item: To receive feedback from the Councils

i. Carers’ Council


ii. Service Users’ Council


13.13 Any other urgent business, previously notified to the Chair

There were no items of any other business

13.14 Date, time and location of the next meeting

The next meeting of the Board of Governors will be held on Wednesday 3rd April 2013 from 13:30-16:30 – venue to be advised

Meeting closed at: 16:50

Chair: ……...…..…………………………

Date: ……....…………………………….

Date: 3rd

April 2013

C Item: 13.19iv

Further to my attending the Board of Governors, please find below responses to the questions

asked.

a. The Trust has reviewed all the policies and procedures in place across the Trust. Whilst we

have an adequate Trust wide fire policy it is being reviewed (due for completion in May) to

ensure it covers all the learning from recent events and incorporates latest guidance and

legislation. In addition, since reporting to the Board of Governors, we have had the follow

up visit for the enforcement notice on the Wedgwood Unit in Bury. We passed this with no

qualifications which, considering this building had been under notice since 2008, indicates

the amount of work that has gone into fire safety. The methods we undertook with this

building (Trust wide policy supplemented by ward and department addendums to cover

specifics) is one to be rolled out to all Trust buildings. This has started at Woodlands.

b. The fire happened in October 2011, and as the building had only opened in August it is not

unusual for there not to have been a full fire drill, which has subsequently taken place.

However, considering a fire can happen at any time, we have reviewed the way in which fire

drills are carried out across the Trust. We are changing the process within the fire policy to

ensure that assurances can be given about the regularity and robustness of the fire drills.

The locked fire door was unique to this incident. Changes to locks by removing the locking

barrels and replacing them with card access or an electronic over-ride will further prevent

this happening. Checking of fire doors also forms part of the maintenance services fire

safety check and the fire risk assessment undertaken for every ward and department.

c. A new fire safety group has been established with a clear work plan. This forms part of the

strategic estates group which reports directly to the Investment Committee as the

nominated sub-committee of the Board. This is chaired by a Non-Executive Director and has

another in attendance. The full Board of Directors has the responsibility to approve the Fire

Policy and this will go on an annual basis, along with a report on activity, from June this year.

This will be part of the governance arrangements set pout in the policy to ensure this does

not slip off the agenda.

We will shortly have appointed fire officers for the whole Trust rather that rely on external

companies. In addition, we have agreed funding for a full time fire safety advisor for the next

year to help us embed the new policies and ways of working, after this the newly appointed

fire officers will continue to take this forward on a rolling programme.

We are working with Norfolk and Suffolk Fire and Rescue Services in the development of

plans to ensure we meet all aspects of the legislation and ensure that the additional aspects

created within a mental health unit are addressed. This includes a new and forward thinking

initiative regards community patients where we are working on the development of an

information sharing protocol so we can mutually advise via a dedicated contact point (for

NSFT it is Leigh Fleming) is someone is considered a fire risk so support can be given to the

individual concerned.

Board of Governors – Public – 03Apr2013 Constitution changes Page 1 of 6

Report To: Board of Governors – Public


Title of Report: Constitution changes

Action Sought: For Approval


Purpose of the Report a. To advise on proposed changes to the Standing Orders and

b. To report on the working group’s consideration of other proposed changes.






Director: Robert Nesbitt: Trust Secretary


1.1 Governors will recall that the power to amend the constitution of FTs will transfer from Monitor to Boards of Governors under the Health and Social Care Act (2012). The exact date of implementation is yet to be confirmed.

1.2 In the interim, a number of changes were required by Monitor in order to bring our current constitution into line with the phased implementation of the Act. These changes were required to ensure legal compliance and were approved at the full Board of Governors’ meeting on 9th January 2013. The changes have been approved by Monitor and the updated Constitution is now on the Monitor website.

1.3 However, for amendments to the Standing Orders, a minimum requirement is that two third of Board of Governors are in attendance and that no fewer than half of those present vote in favour. The change that was proposed for Annex 7 and 8 (the standing orders for the Board of Governors and Board of Directors) reflected additional wording changes for the use of the term Board

Date: 3rd

April 2013

D Item: 13.21


instead of Council. As the January meeting was not quorate at the higher level required for standing order changes these amendments were not made. However, Monitor have confirmed that they are happy with this position.

1.4 At today’s meeting on 3rd April 2013 there is now an opportunity to approve the Annex 7 and 8 wording changes, so long as the higher level requirement is met i.e. that two third of Board of Governors are in attendance and that no fewer than half of those present vote in favour.

2.0 Proposed change to standing orders Annex 7 and Annex 8 of the Constitution.

2.1 The amendments are identical in each section:

ANNEX 7 – STANDING ORDERS FOR THE PRACTICE AND PROCEDURE OF THE

BOARD OF GOVERNORS

Change from: 1.2.3 “Board of Governors” means the Governors of the Trust collectively;

To:

1.2.3 ‘Board of Governors’ means the Board of Governors as constituted in accordance with this Constitution, which has the same meaning as the Council of Governors in the 2006 Act;

ANNEX 8 – STANDING ORDERS FOR THE PRACTICE AND PROCEDURE OF THE BOARD OF DIRECTORS

Change from: 1.2.3 “Board of Governors” means the Governors of the Trust collectively;

To:

1.2.3 ‘Board of Governors’ means the Board of Governors as constituted in accordance with this Constitution, which has the same meaning as the Council of Governors in the 2006 Act;

3.0 Proposed future changes

Guenever Pachent, David Rollinson, James Hogan and Robert Nesbitt met on 22.03.13 to review several constitutional issues. Their recommendations are shown below.

3.1 Governor responsibility to hold board of directors to account in the light of the Health and Social Care Act (2012).


3.1.1 Appraisals

One of the key ways in which governors exercise their responsibility is through receiving the appraisals of non-executives by the Chair, and appraisals of the Chair by the Senior Independent Director. It is proposed that, although this does not need to be specified in the Constitution, the terms of reference for the Nominations Committee should be reviewed to ensure that a transparent and robust arrangement is set out - including how the Nominations Committee receives these reports. The Nominations Committee would then report on its work to the Board of Governors.

3.1.2 Flow of information

Another route through which governors can exercise this responsibility is through asking questions of directors. The group discussed the importance of enabling this flow of information without directors receiving many requests from various governors that might interfere with their ability to carry out their work.

At present, the only route through which governors can raise issues is by requesting that an agenda item placed on the Board of Governors’ agenda (See Annex 7 – “A Governor desiring a matter to be included on an agenda shall make his / her request in writing to the Chair at least fifteen (15) calendar days before the meeting. Requests made less than fifteen (15) calendar days before a meeting may be included on the agenda at the discretion of the Chair.”) and it was thought that this could be improved particularly since full Board of Governor meetings only take place quarterly

It is proposed that the Constitution be amended so that governors can submit written questions and that these would be considered by the Performance and Planning subgroup. The subgroup would then feedback to the governor who raised the question and report to the next full Board of Governors meeting. It is proposed that the Planning and Performance subgroup consider this idea in more detail, including the most effective way to engage with Directors on these issues. A proposal would then be brought back to the full Board of Governors.

3.2 Membership of the Board of Governors

3.2.1 Service user male / female seats

Where there are patient / carer classes of the patient constituency, then there is a legal requirement to subdivide the patient class. In NWMHFT, this was achieved by subdividing male / female. However, now that the class is also subdivided Norfolk / Suffolk it is possible to remove the male /female split.

The group noted that for the last two elections in NWMHFT there has been no female service user candidate and that this had reduced the voice of service users in the Board of Governors. It is therefore proposed that the male / female split be removed.

3.2.2 Combination of the two police constabularies’ governor roles into one.


Norfolk and Suffolk police forces already work closely together on many issues and it has been proposed that instead of holding two seats, they share a police governor seat. The group agreed with this idea in principle but suggested that a clear mechanism would need to be set out to ensure that information flowed in both directions to both constabularies. There would also need to be an undertaking that when the Board of Governor meeting was held in Suffolk, and the Norfolk constabulary were representing the police, they would still attend (and vice versa).

The group therefore proposed that the Constitution be amended to combine the roles but on the above written basis.

3.2.3 Clinical Commissioner Group (CCG) and Healthwatch representation at the Board of Governors

The Health and Social Care Act (2012) removes the requirement for Primary Care Trusts to have a governor seat. Whether CCGs are offered seats is at the discretion of the Board of Governors. The group considered the merits of this. On the one hand, constructive relationships with commissioners are vital. On the other hand, there would not be an even playing field in that Governors receive the private financial papers of the Board of Directors, and so CCG governors would be privy to this information – but they would not receive the same information from competitors. The group also noted that the requirement placed on governors to act in the best interest of the Trust might compromise CCG representatives’ duty to the wider population.

The group proposed that CCG representatives be invited to attend all Board of Governor meetings and to have a ‘seat at the table’ in terms of full involvement in discussions and the receipt of all Board of Governor papers. However, they recommended that the representatives not be afforded the full voting rights of governors for the above reasons, nor to receive the private Board of Director papers.

A similar discussion took place in relation to Healthwatch (which has taken over from LINks) and in the interests of transparency and accountability it was proposed that they also be invited to attend all Board of Governor meetings, to have a ‘seat at the table’ in terms of full involvement in discussions, and to receive all Board of Governor papers but not be afforded the full voting rights of governors for the above reasons, nor to receive the private Board of Director papers.

3.3 Definition of a ‘significant transaction’

Under the Health and Social Care Act (2012) the Constitution will need to either define what a significant transaction means (for the purpose of governor approval being needed before proceeding) or state that it is not defined. Many FTs are adapting the existing definition of 25% of the value of income or assets and some are raising or lowering the percentage depending on their size / turnover. The group agreed that income would probably be an easier measure than assets and want to propose a threshold that is not so low as to impede the work of the Trust but not so high as to leave governors out of significant changes. It was also noted that a crude percentage figure might not be helpful since even a relatively low figure, if it entailed moving into a completely new type of service provision, should


have governor approval. It might therefore be appropriate to have a definition that combined a financial threshold and a narrative (such as a move into a new area of provision or out of a core area of provision). It was proposed to take soundings from the Director of Finance initially on how this might work and to bring a further proposal back to the Board of Governors on this point.

3.4 Maximum usual terms for non-executive directors

The current Constitution originated in 2008 and although it has had some amendments it is not fully aligned to the 2010 Monitor FT Code of Governance in relation to NED terms of service (section C.2.2.). This states that NEDs should only serve longer than six years (two three year terms) in exceptional circumstances and subject to annual reappointment. This Code has the status of best practice guidance. The Trust has operated on the former nine-year guidance and this is based on the starting date of 2008 – when the organisation first became an FT.

The group noted that the continuity provided by the current NEDs had given important stability through the merger process. The group proposed that the Constitution should be brought into alignment with the Code of Governance, but that the appointment periods for all currently serving NEDs (that would take their service beyond six years) should be honoured. The ‘six year term’ would therefore only apply to new appointments after the amended Constitution is adopted.

3.5 Election timings

As a result of the merger and governors standing down mid-term our aim to have a one-third refreshment of elected governors per election is out of kilter. At the next election we are due to have only 4 seats vacant instead of 7 or 8. This will mean that in subsequent years we will have ‘bunching’ of vacancies which runs counter to our aim of maintaining both continuity and fresh ideas.

The group proposed that a mechanism be introduced so that elected seats are designated A, B, or C and that these are rotated so that approximately one third of seats fall vacant for election each year.

It was also noted that election results are often available in December but that the first board of governor meeting when newly elected governors can attend in their role is April. Whilst this does allow some scope for induction, it may be possible to reduce this period.

3.6 Miscellaneous

3.6.1 Carer locality – it is proposed that the locality for a Carer Governor should be specified as being based on where the person they care for lives, not their own address in order to remove an ambiguity in our current Constitution wording.

3.6.2 S.12.4 – it is proposed that the wording of this section be brought into alignment with the style of the rest of the document so that it reads ‘may hold office for up to three years’.


3.6.3 Post-merger changes. Now that the merger has taken place it is proposed to remove the references to the “pre-merger” arrangements.

3.6.4 Election rules. The election rules contain contingencies for both the Single Transferrable Vote and the First Past the Post method. This duplication makes the election rules unwieldy since only the part 6 of the rules (STV) apply, the redundant sections should be deleted.

3.6.5 Annex 6 1.8 states “Persons also may not become or continue as a Governor of the Trust if: they are incapable, by reason of mental disorder, illness or injury, of managing and administering their property and affairs”. This was set out in the model core constitution but is now considered unfairly discriminatory. The group proposed that the legal possibility of removing this should be explored.

3.6.6 Numbering There are a small number of section numbering anomalies that will be renumbered in the next version.

3.6.7 Gender neutral wording There are two incidences where ‘he’ is used instead of ‘he or she’. These will be corrected in the next version.

4.0 Recommendations

4.1 Subject to the meeting being quorate for changes to Standing Orders Governors are asked to approve the amendments to the Constitution as set out in Section 2.

4.2 Governors are asked to consider the proposals from the working group set out in Section 3. Formal approval is not required at this stage but feedback from governors is requested to be emailed to [email protected] so that the group can take governor views into account in developing proposed changes.

Robert Nesbitt Trust Secretary 26.03.13

NSFT’s Constitution is available online here:

Monitor > About NHS foundation trusts > NHS foundation trust directory > Norfolk and Suffolk NHS Foundation Trust > Terms of Authorisation > Constitution

http://www.monitor-nhsft.gov.uk/sites/all/modules/fckeditor/plugins/ktbrowser/_openTKFile.php?id=20824

Norfolk and Suffolk NHS Foundation Trust Constitution 28 Jan 2013 1 Jan 2012

Constitution Page 1 of 107

Norfolk and Suffolk NHS Foundation Trust

Constitution

includes Standing Orders

for the Board of Governors (Annex 7) and the Board of Directors (Annex 8)

Approved at Board of Directors on 1 March 07 Amended with explanatory paper to Board of Directors on 25 Oct 07 Amended for Monitor submission 19Dec07 Amended – approved by Monitor 12Aug2010 Amended for Board of Governors’ approval: 5 Nov 2010 Amendments approved by Board of Governors: 11 Nov 2010 (with transition arrangements as post-meeting note) and 12 Jan 2011 Amended for Monitor submission: 10Aug2011 Amended to take account of election timing requirements: 24Aug2011 Approved by Board of Governors: 13 July 2011 and 5 Oct 2011 Approved by Monitor for NSFT: 20 Dec 2011 Amended to take account of Health and Social Care Act (2012) changes: 31.12.12

Formatted: Left



Amended to take account of header date and aligning Annex 7 (1) with Annex 8 (1): 28.01.13

Constitution of Norfolk and Suffolk NHS Foundation Trust

Page

1. Name 8

2. Principal purpose 8

3. Powers 8

4. Membership and constituencies 8

5. Application for membership 9

6. The Public Constituency 9

7. The Staff Constituency 9

8. The Service Users’ and Carers’ Constituency 10

9. Restriction on membership 10

10. Board of Governors – Composition 11

11. Board of Governors – Election of Governors 11

12. Board of Governors – Tenure 12

13. Board of Governors – Disqualification and removal 12

14. Board of Governors – Meetings of Governors 13

15. Board of Governors – Standing Orders 13

16. Board of Governors – Conflicts of interest of Governors 13

17. Board of Governors – Travel expenses 13

18. Board of Governors – Further provisions 13

19. Board of Directors – Composition 14

20. Board of Directors – Qualification for appointment as a Non-Executive Director

14

21. Board of Directors – Appointment and removal of Chair and other Non-Executive Directors

14

22. Board of Directors – Appointment of Initial Chair and initial other Non-Executive Directors

15

23. Board of Directors – Appointment of Deputy Chair 15

24. Board of Directors – Appointment and removal of the Chief Executive and other Executive Directors

15

25. Board of Directors – Disqualification 16

26. Board of Directors – Standing Orders 16

27. Board of Directors – Conflicts of interest of Directors 16



28. Board of Directors – Remuneration and terms of office 17

29. Registers 17

30. Admission to and removal from the registers 17

31. Registers – Inspection and copies 17

32. Documents available for public inspection 18

33. Auditor 18

34. Audit and Risk Committee 19

35. Accounts 19

36. Annual Reports and forward plans 19

37. Meeting of the Board of Governors to consider Annual Accounts and Reports

19

38. Instruments 20

39. Interpretation and definitions 20

40. Acquisition and transition 20

Annex 1 The Public Constituency 23

Annex 2 The Staff Constituency 24

Annex 3 The Service Users’ and Carers’ Constituency 25

Annex 4 The Composition of the Board of Governors 26

Annex 1A The Public Constituency – acquisition and transition 27

Annex 2A The Staff Constituency – acquisition and transition 28

Annex 3A The Service Users’ and Carers’ Constituency – acquisition and transition

29

Annex 4A The Composition of the Board of Governors – acquisition and transition

30

Annex 5 The Model Rules for Elections 31

Part 1 Interpretation 33

Part 2 Timetable for election 34

Part 3 Returning Officer 34



Part 4 Stages common to contested and uncontested elections 35

Part 5 Contested elections 38

Part 6 Counting the votes 44

Part 7 Final proceedings in contested and uncontested elections 53

Part 8 Disposal of documents 54

Part 9 Death of a candidate during a contested election 56

Part 10 Election expenses and publicity 58

Part 11 Questioning elections and irregularities 60

Part 12 Miscellaneous 60

Annex 6 Additional Provisions – Board of Governors 62

Annex 7 Standing Orders for the Practice and Procedure of the Board of Governors

64

1. Interpretation and definitions for the Standing Orders 64

2. Standing Orders for Governors – Principle 65

3. Composition of the Board of Governors 65

4. Appointment and removal of the Chair and Deputy Chair of the Board of Governors

65

5. Duties of the Deputy Chair 65

6. Meetings of the Board of Governors 65

7. Notice of meetings of the Board of Governors 66

8. Setting the agenda 66

9. Notices of motions 67

10. Chair’s ruling 68

11. Voting 68

12. Suspension of Standing Orders 69

13. Variation and amendment of Standing Orders 69

14. Record of attendance 69

15. Minutes 69

16. Quorum 70

17. Arrangements for delegation 70

18. Committees 70

19. Confidentiality 71

20. Declaration of interests 71



21. Register of interests 72

22. Compliance – Other matters 73

23. Senior Independent Director 73

Annex 8 Standing Orders for the Practice and Procedure of the Board of Directors

74

A. Interpretations and Definitions 74

1. Interpretation and definitions for the Standing Orders and Standing Financial Instructions

74

B. Introduction 76

2. Frameworks 76

C. The Board of Directors – Composition of membership, tenure and role of members

78

3. Composition of the membership of the Board of Directors 78

4. Appointment of the Chair and Non-Executive Directors of the Trust

79

5. Terms of Office of the Chair and Non-Executive Directors 79

6. Appointment and powers of the Deputy Chair 79

7. Role of members 79

8. Corporate role of the Board of Directors 81

9. Schedule of matters reserved to the Board of Directors and Scheme of Delegation

81

10. Lead roles for Board Members 82

D. Meetings of the Board of Directors 82

11. Calling meetings 82

12. Notice of meetings and the business to be transacted 82

13. Agendas and supporting papers 83

14. Petitions 83

15. Notice of motion 83

16. Emergency motions 83

17. Motions – Procedure at, and during, a meeting 84

18. Chair of the meeting 86

19. Chair’s ruling 86

20. Quorum 86



21. Voting 86

22. Suspension of Standing Orders 87

23. Variation and amendment of Standing Orders 88

24. Record of attendance 88

25. Minutes 88

26. Confidentiality of proceedings 88

27. Observers at Board of Directors’ meetings 89

E. Appointment of Committees and Sub-Committees 89

28. Appointment of committees 89

29. Applicability of Standing Orders and Standing Financial Instructions

89

30. Terms of Reference 90

31. Delegation of powers by committees to sub-committees 90

32. Approval of appointment to committees 90

33. Appointment for Statutory functions 90

34. Committees established by the Board of Directors 90

34.1 Audit and Risk Committee 90

34.2 Remuneration and Terms of Service Committee 91

34.3 Trust and Charitable Funds Committee 91

34.4 Other Committees 91

F. Arrangements for the exercise of Trust functions by delegation

92

35. Delegation of functions to committees and officers 92

36. Emergency powers and urgent decisions 92

37. Delegation to committees 92

38. Delegation to officers 92

39. Schedule of matters reserved to the Trust and scheme of delegation of powers

93

40. Duty to report non-compliance with Standing Orders and Standing Financial Instructions

93

G. Overlap with other Trust policy statements, procedures, regulations and the Standing Financial Instructions

93

41. Policy statements: General principles 93

42. Specific policy statements 93



43. Standing Financial Instructions 94

44. Specific guidance 94

H. Duties and obligations of Board Members / Directors and Senior Managers under these Standing Orders

94

45. Declaration of interests 94

46. Recording interests in Board of Directors’ minutes 94

47. Publication of declared interests in the Annual Report 96

48. Conflicts of interest which arise during the course of a meeting

96

49. Register of Interests 96

50. Exclusion of the Chair and members in proceedings on account of pecuniary interest

96

51. Exclusion in proceedings of the Board of Directors 98

52. Standards of business conduct 98

I. Custody of the seal, sealing of documents and signature of documents

100

53. Custody of the Seal 100

54. Sealing of documents 100

55. Register of Sealing 100

56. Signature of documents 100

57. The Board of Directors – Additional principles (see SO8) 100

Annex 9 Further Provisions 103



THE CONSTITUTION OF NORFOLK AND SUFFOLK NHS FOUNDATION TRUST

1. Name

The name of the NHS Foundation Trust is Norfolk and Suffolk NHS Foundation Trust (the Trust). In the event of the Suffolk merger (the proposed acquisition by the Trust of the whole or a substantial part of the assets and undertaking of Suffolk Mental Health Partnership NHS Trust), the name of the NHS Foundation Trust will be Norfolk and Suffolk NHS Foundation Trust (the Trust) and will take effect from the date of the merger.

2. Principal purpose

2.1 The principal purpose of the Trust is the provision of goods and services for the purposes of the health service in England. 2.2 The trust does not fulfil its principal purpose unless, in each financial year,

its total income from the provision of goods and services for the purposes of the health service in England is greater than its total income from the provision of goods and services for any other purposes.

2.3 The trust may provide goods and services for any purposes related to—

the provision of services provided to individuals for or in connection with the prevention, diagnosis or

2.3.1 treatment of illness, and 2.3.2 the promotion and protection of public health.

2.4 The trust may also carry on activities other than those mentioned in the

above paragraph for the purpose of making additional income available in order better to carry on its principal purpose.

3. Powers

3.1 The powers of the Trust are set out in the 2006 Act, subject to any restrictions in the terms of Authorisation.

3.2 The powers of the Trust shall be exercised by the Board of Directors on

behalf of the Trust.

Formatted: Not Highlight

Formatted: Outline numbered +Level: 2 + Numbering Style: 1, 2, 3, …+ Start at: 2 + Alignment: Left +Aligned at: 1.27 cm + Indent at: 1.9cm



Formatted: Indent: Left: 3.5 cm,Hanging: 1.5 cm, Outline numbered +Level: 3 + Numbering Style: 1, 2, 3, …+ Start at: 1 + Alignment: Left +Aligned at: 2.54 cm + Indent at: 3.81cm

Formatted: Indent: Left: 1.25 cm,Hanging: 1.25 cm, Outline numbered+ Level: 2 + Numbering Style: 1, 2, 3,… + Start at: 2 + Alignment: Left +Aligned at: 1.27 cm + Indent at: 1.9cm



3.3 Any of these powers may be delegated to a committee of Directors or to an Executive Director.

3.4 The discharge of patients under section 45 of the Mental Health Act

2007 provides that such powers of discharge under that section may be exercised by three (3) or more “persons authorised by the Board of the Trust in that behalf each of whom is neither an Executive Director of the Board nor an employee of the Trust”

4. Membership and constituencies

The Trust shall have members, each of whom shall be a member of one of the following constituencies:

The Public Constituency; The Service Users’ and Carers’ Constituency; The Staff Constituency.

All members must be at least eleven (11) years old at the time of application.

5. Application for membership

An individual who is eligible to become a member of the Trust may do so on application to the Trust.

6. The Public Constituency

6.1 An individual who lives in the Norfolk area or the Suffolk area specified in Annex 1 and Annex 1A as the area for a public constituency may become or continue as a member of the Trust.

6.2 Those individuals who live in an area specified as an area for any public

constituency are referred to collectively as the Public Constituency. 6.3 The minimum number of members in the Public Constituency is

specified in Annex 1 and Annex 1A.

7. The Staff Constituency

7.1 An individual who is employed by the Trust under a contract of employment with the Trust may become or continue as a member of the Trust provided:



7.1.1 he / she is employed by the Trust under a contract of employment which has no fixed term or has a fixed term of at least twelve (12) months; or

7.1.2 he / she has been continuously employed by the Trust under a

contract of employment for at least twelve (12) months.

7.2 Individuals who exercise functions for the purposes of the Trust, otherwise than under a contract of employment with the Trust, may become or continue as members of the staff constituency provided such individuals have exercised these functions continuously for a period of at least twelve (12) months.

7.3 Those individuals who are eligible for membership of the Trust by

reason of the previous provisions are referred to collectively as the Staff Constituency.

7.4 The minimum number of members in the Staff Constituency is specified in Annex 2 and Annex 2A. 7.5 Automatic membership by default – staff. An individual who is:

7.5.1 eligible to become a member of the Staff Constituency, and 7.5.2 invited by the Trust to become a member of the Staff

Constituency

shall become a member of the Trust as a member of the Staff Constituency without an application being made, unless he / she informs the Trust that he / she does not wish to do so.

8. The Service Users’ and Carers’ Constituency

8.1 An individual who has, within the period specified below, attended any of the Trust’s premises as either a service user or as the carer of a service user may become or continue as a member of the Trust.

8.2 The period referred to above shall be the period of three (3) years

immediately preceding the date of an application by the service user or carer to become a member of the Trust.

8.3 Those individuals who are eligible for membership of the Trust by

reason of the previous provisions are referred to collectively as the Service Users’ and Carers’ Constituency.

The Service Users’ and Carers’ Constituency shall be divided into classes as specified in Annex 3 prior to the Effective Date



(as defined in paragraph 40) and as specified in Annex 3A with effect from the Effective Date.

8.4 An individual providing care in pursuance of a contract (including a contract of employment) with a voluntary organisation, or as a volunteer for a voluntary organisation, does not come within the category of those who qualify for membership of the Service Users’ and Carers’ Constituency.

8.5 The minimum number of members in each class of the Service Users’

and Carers’ Constituency is specified in Annex 3 and Annex 3A. 9. Restriction on membership

9.1 An individual who is a member of a constituency, or of a class within a constituency, may not, while membership of that constituency or class continues, be a member of any other constituency or class.

9.2 An individual who satisfies the criteria for membership of the Staff

Constituency may not become or continue as a member of any constituency other than the Staff Constituency.

9.3 Further provisions as to the circumstances in which an individual may

not become or continue as a member of the Trust are set out in Annex 9 – Further Provisions.

10. Board of Governors – Composition

10.1 The Trust is to have a Board of Governors, which shall comprise both Elected and Appointed Governors.

10.2 The composition of the Board of Governors is specified in Annex 4 and

Annex 4A. 10.3 The members of the Board of Goveernors, other than the Appointed

Governors, shall be chosen by election by their constituency or, where there are classes within a constituency, by their class within that constituency. The number of Governors to be elected by each constituency, or, where appropriate, by each class of each constituency, is specified in Annex 4 and Annex 4A.

11. Board of Governors – Election of Governors

11.1 Governors must be at least sixteen (16) years old at the date they are nominated for election or appointment.



11.2 Elections for elected members of the Board of Governors shall be conducted in accordance with the Model Rules for Elections. 11.3 The Model Rules for Elections as published from time to time by the

Department of Health form part of this constitution and the Model Election Rules current at the date of the trust’s Authorisation are attached at Annex 5.

11.4 A variation of the Model Rules by the Department of Health shall not constitute a variation of the terms of this constitution. For the avoidance of doubt, the Trust cannot amend the Model Rules. 11.5 An election, if contested, shall be by secret ballot, using the ‘first-past-

the-post’ system. 12. Board of Governors – Tenure

12.1 An Elected Governor may hold office for a period of up to three (3) years. The period of office will be determined by the Board of Directors when resolving to call the election

12.2 An Elected Governor shall cease to hold office if he / she ceases to be

a member of the constituency or class by which he / she was elected. 12.3 An Elected Governor shall be eligible for re-election at the end of his /

her term. 12.4 In the Trust’s first Governor elections, one-third of Elected Governors

shall be appointed for one year, one-third for two years and one-third for a full term (three years). Terms of office shall be determined by the number of votes cast with longer terms of office being offered to those candidates polling the most votes. If the number of Elected Governors is not divisible by three, the number of Governors to serve one year shall be rounded up by the amount of the remainder.

12.4 Appointed Governors may hold office for three years. They are eligible

for reappointment at the end of three years, but may not hold office for longer than nine years in total (three terms).

12.5 Appointed Governors shall cease to hold office if the sponsoring

partnership organisation withdraws its sponsorship of them.

13. Board of Governors – Disqualification and removal



13.1 The following may not become or continue as a member of the Board of

Governors:

13.1.1 a person who has been adjudged bankrupt or whose estate has been sequestrated and (in either case) has not been discharged;

13.1.2 a person who has made a composition or arrangement with, or

granted a trust deed for, his / her creditors and has not been discharged in respect of it;

13.1.3 a person who within the preceding five years has been convicted

in the British Isles of any offence if a sentence of imprisonment (whether suspended or not) for a period of not less than three months (without the option of a fine) was imposed on him / her.

13.2 Further provisions as to the circumstances in which an individual may not become or continue as a member of the Board of Governors are set out in Annex 6.

14. Board of Governors – Meetings of Governors

14.1 The Chair of the Trust (i.e. the Chair of the Board of Directors, appointed in accordance with the provisions of paragraph 21.1 or paragraph 22.1 below) or, in his / her absence, the Deputy Chair (appointed in accordance with the provisions of paragraph 23 below), shall preside at meetings of the Board of Governors.

14.2 Meetings of the Board of Governors shall be open to members of the public unless the Board of Governors decides otherwise in relation to all or part of a meeting for reasons of commercial confidentiality or on other proper grounds including but not limited to the maintenance of order. Members of the public may be excluded from a meeting if they are interfering with or preventing the proper conduct of the meeting.

15. Board of Governors – Standing Orders

The standing orders for the practice and procedure of the Board of Governors, as may be varied from time to time, are set out in Annex 7.

16. Board of Governors – Conflicts of interest of Governors

If a Governor has a pecuniary, personal or family interest, whether that interest is actual or potential and whether that interest is direct or indirect, in any proposed contract or other matter which is under consideration or is to be considered by the Board of Governors, the Governor shall disclose that interest to the members of the Board of Governors as soon as he or she becomes aware of it. The Standing Orders for the Board of Governors shall



make provision for the disclosure of interests and arrangements for the exclusion of a Governor declaring any interest from any discussion or consideration of the matter in respect of which an interest has been disclosed.

17. Board of Governors – Travel expenses

The Trust may pay travelling and other expenses to members of the Board of Governors at rates determined by the Trust.

18. Board of Governors – Further provisions

Further provisions with respect to the Board of Governors are set out in Annex 6.

19. Board of Directors – Composition

19.1 The Trust is to have a Board of Directors, which shall comprise both

Executive and Non-Executive Directors. At least half the Board excluding the Chair shall comprise Non-Executive Directors determined by the Board to be independent

19.2 The Board of Directors is to comprise:

19.2.1 a Non-Executive Chair 19.2.2 Up to seven other Non-Executive Directors; and 19.2.3 Up to seven Executive Directors.

19.3 One of the Executive Directors shall be the Chief Executive. 19.4 The Chief Executive shall be the Accounting Officer.

19.5 One of the Executive Directors shall be the Director of Finance. 19.6 At least one of the Executive Directors is to be a registered medical

practitioner or a registered dentist (within the meaning of the Dentists Act 1984).

19.7 One of the Executive Directors is to be a registered nurse or a

registered midwife.

20. Board of Directors - Qualification for appointment as a Non-Executive



Director

A person may be appointed as a Non-Executive Director only if: 20.1 he / she is a member of the Public Constituency, or 20.2 he / she is a member of the Service Users’ and Carers’ Constituency,

and 20.3 he / she is not disqualified by virtue of paragraph 26 below.

21. Board of Directors – Appointment and removal of Chair and other

Non-Executive Directors

21.1 The Board of Governors at a general meeting of the Board of Governors shall appoint or remove the Chair of the Trust and the other Non-Executive Directors.

21.2 Removal of the Chair or another Non-Executive Director shall require

the approval of three-quarters of the members of the Board of Governors.

21.3 The initial Chair and the initial Non-Executive Directors are to be

appointed in accordance with paragraph 22 below.

22 Board of Directors – Appointment of initial Chair and initial other


22.1 The Chair of the applicant NHS Trust shall be appointed as the initial Chair of the Trust if he / she wishes to be appointed.

22.2 The power of the Board of Governors to appoint the other Non-

Executive Directors of the Trust is to be exercised, so far as possible, by appointing as the initial Non-Executive Directors of the Trust any of the Non-Executive Directors of the applicant NHS Trust (other than the Chair) who wish to be appointed.

22.3 The criteria for qualification for appointment as a Non-Executive

Director set out in paragraph 20 above (other than disqualification by virtue of paragraph 25 below) do not apply to the appointment of the initial Chair and the initial other Non-Executive Directors in accordance with the procedures set out in this paragraph.

22.4 An individual appointed as the initial Chair or as an initial Non-Executive

Director in accordance with the provisions of this paragraph shall be appointed for the unexpired period of his / her term of office as Chair or



(as the case may be) Non-Executive Director of the applicant NHS Trust; but if, on appointment, that period is less than 12 months, he / she shall be appointed for 12 months.

23. Board of Directors – Appointment of Deputy Chair

The Board of Governors at a general meeting of the Board of Governors shall appoint one of the Non-Executive Directors as a Deputy Chair.

24. Board of Directors – Appointment and removal of the Chief Executive

and other Executive Directors

24.1 The Non-Executive Directors shall appoint or remove the Chief Executive.

24.2 The appointment of the Chief Executive shall require the approval of

the Board of Governors. 24.3 A committee consisting of the Chair, the Chief Executive and the other Non-Executive Directors shall appoint or remove the other Executive Directors.

25. Board of Directors – Disqualification

The following may not become or continue as a member of the Board of Directors:

25.1 a person who has been adjudged bankrupt or whose estate has been

sequestrated and (in either case) has not been discharged. 25.2 a person who has made a composition or arrangement with, or granted

a trust deed for, his / her creditors and has not been discharged in respect of it.

25.3 a person who within the preceding five years has been convicted in the

British Isles of any offence if a sentence of imprisonment (whether suspended or not) for a period of not less than three months (without the option of a fine) was imposed on him / her.

26. Board of Directors – Standing Orders

The standing orders for the practice and procedure of the Board of Directors, as may be varied from time to time, are set out in Annex 8.



27. Board of Directors – Conflicts of interest of Directors

27.1 If a Director has a pecuniary, personal or family interest, whether that interest is actual or potential and whether that interest is direct or indirect, in any proposed contract or other matter which is under consideration or is to be considered by the Board of Directors, the Director shall disclose that interest to the members of the Board of Directors as soon as he / she becomes aware of it.

27.2 The Standing Orders for the Board of Directors shall make provision for the disclosure of interests and arrangements for the exclusion of a Director declaring any interest from any discussion or consideration of the matter in respect of which an interest has been disclosed.

28. Board of Directors – Remuneration and terms of office

28.1 The Board of Governors at a general meeting of the Board of Governors shall decide the remuneration and allowances, and the other terms and conditions of office, of the Chair and the other Non-Executive Directors.

28.2 The Trust shall establish a committee of Non-Executive Directors to

decide the remuneration and allowances, and the other terms and conditions of office, of the Chief Executive and other Executive Directors.

28.3 Non-Executive Directors and the Trust Chair may not hold office for

longer than nine (9) years in total.

29. Registers

29.1 The Trust shall have:

29.1.1 a register of members showing, in respect of each member, the constituency to which he / she belongs and, where there are classes within it, the class to which he / she belongs;

29.1.2 a register of members of the Board of Governors; 29.1.3 a register of interests of Governors; 29.1.4 a register of Directors; and



29.1.5 a register of interests of the Directors. 30. Admission to, and removal from, the registers

Registers will be managed by the Trust Secretary, and updated and received by the Board of Directors at least annually.

31. Registers – Inspection and copies

31.1 The Trust shall make the registers specified in paragraph 29 above available for inspection by members of the public, except in the circumstances set out below or as otherwise prescribed by regulations.

31.2 The Trust shall not make any part of its registers available for

inspection by members of the public which shows details of:

30.2.1 any member of the Service Users’ and Carers’ Constituency; or 30.2.2 any other member of the Trust, if he / she so requests.

31.3 So far as the registers are required to be made available:

30.3.1 they are to be available for inspection free of charge at all

reasonable times; and 30.3.2 a member of the Trust who requests a copy of or extract from the

registers is to be provided with a copy or extract – free of charge.

31.4 If the person requesting a copy or extract is not a member of the Trust, the Trust may impose a reasonable charge for doing so.

32. Documents available for public inspection

32.1 The Trust shall make the following documents available for inspection by members of the public free of charge at all reasonable times:

32.1.1 a copy of the current constitution; 32.1.2 a copy of the current authorisation; 32.1.3 a copy of the latest Annual Accounts and of any report of the

audit on them;

32.1.4 a copy of the latest Annual Report; 32.1.5 a copy of the latest information as to its forward planning; and



32.1.6 a copy of any notice given under section 52 of the 2006 Act.

32.2 Any person who requests a copy of or extract from any of the above

documents is to be provided with a copy. 32.3 If the person requesting a copy or extract is not a member of the Trust,

the Trust may impose a reasonable charge for doing so. 33. Auditor

33.1 The Trust shall have an auditor. 33.2 The Board of Governors shall appoint or remove the auditor at a

general meeting of the Board of Governors. 34. Audit and Risk Committee

The Trust shall establish a committee of Non-Executive Directors as an Audit and Risk Committee to perform such monitoring, reviewing and other functions as are appropriate.

35. Accounts

35.1 The Trust must keep proper accounts and proper records in relation to the accounts.

35.2 Monitor may with the approval of the Secretary of State give directions to the Trust as to the content and form of its accounts.

35.1 The Trust shall keep accounts in such form as Monitor may with the approval of HM Treasury direct.

35.32 The accounts are to be audited by the Trust’s auditor.

35.3 The Trust shall prepare in respect of each financial year Annual

Accounts in such form as Monitor may with the approval of the Secretary of State directapproval of HM Treasury direct.

35.4 The functions of the Trust with respect to the preparation of the Annual

Accounts shall be delegated to the Accounting Officer. 36. Annual Reports and forward plans and non-NHS work



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36.1 The Trust shall prepare an Annual Report and send it to Monitor. 36.2 The Trust shall give information as to its forward planning in respect of

each financial year to Monitor. 36.3 The document containing the information with respect to forward

planning (referred to above) shall be prepared by the Directors. 36.4 In preparing the document, the Directors shall have regard to the views

of the Board of Governors. 36.5 Each forward plan must include information about –

36.5.1 the activities other than the provision of goods and services for the purposes of the health service in England that the trust proposes to carry on, and

36.5.2 the income it expects to receive from doing so.

36.6 Where a forward plan contains a proposal that the trust carry on an activity of a kind mentioned in sub-paragraph 36.5.1 the Board of Governors must –

36.6.1 determine whether it is satisfied that the carrying on of the activity will not to any significant extent interfere with the fulfillment by the trust of its principal purpose or the performance of its other functions, and

36.6.2 notify the directors of the trust and its determination.

36.7 A trust which proposes to increase by 5% or more the proportion of its total income in any financial year attributable to activities other than the provision of goods and services for the purposes of health service in England may implement the proposal only if more than half of the members of Board of Governors of the trust voting approve its implementation.

37. Meeting of the Board of Governors to consider Annual Accounts and

Reports

37.1 The following documents are to be presented to the Board of Governors at a general meeting of the Board of Governors:

37.1.1 the Annual Accounts; 37.1.2 any report of the auditor on them;




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37.1.3 the Annual Report.

38. Instruments

38.1 The Trust shall have a seal. 38.2 The seal shall not be affixed except under the authority of the Board of

Directors. 39. Interpretation and definitions

Unless otherwise stated, words or expressions contained in this constitution shall bear the same meaning as in the National Health Service Act 2006 as amended by the Health and Social Care Act 2012

Unless a contrary intention is evident or the context requires otherwise, words or expressions contained in this constitution shall bear the same meaning as in the National Health Service Act 2006 Words importing the singular shall import the plural and vice-versa. References to paragraphs and Annexes are to the paragraphs of and Annexes to this constitution unless the context otherwise requires. References to the Annexes are subject to the provisions of paragraph 40, where relevant. the 2006 Act is the National Health Service Act 2006.

the 2012 Act is the Health and Social Care Act 2012.

constitution means this constitution and all annexes to it.

Monitor is the body corporate known as Monitor, as provided by Section 61 of the 2012 Act.

Monitor is the Independent Regulator of NHS Foundation Trusts, as provided by Section 31 of the 2006 Act. terms of authorisation are the terms of authorisation issued by Monitor under Section 35 of the 2006 Act. Service Users’ and Carers’ Constituency is the name this Trust gives to its Patients’ Constituency and service users means patients. voluntary organisation is a body, other than a public or local authority, the activities of which are not carried on for profit.


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the Accounting Officer is the person who from time to time discharges the functions specified in paragraph 25(5) of Schedule 7 to the 2006 Act.

the Suffolk merger is the proposed acquisition by the Trust of the whole or a substantial part of the assets and undertaking of Suffolk Mental Health Partnership NHS Trust.

40. Acquisition and Transition

40.1 Subject to and with effect from the completion of the Suffolk Merger (effective date) the following provisions of this paragraph 40.1 shall take effect:

40.1.1 References in this constitution to Annexes 1, 2, 3 and 4 shall for

all purposes be references to Annexes 1A, 2A, 3A and 4A respectively;

40.1.2 Elected governors at the effective date whose terms of office

would expire prior to the declaration (declaration date) of the result of the first election after the Effective Date shall instead hold office until the declaration date unless either (a) they are disqualified under the provisions of this constitution or retire under 40.1.9 below, or (b) they stand in the first election after the effective date and are appointed for a further term.

40.1.3 Public members, Service User members and Carer members

who on the effective date live in the Norfolk public constituency shall become members of the corresponding constituency and class for Norfolk, unless they have indicated to the Trust that they do not wish to do so;

40.1.4 Public members, Service User members and Carer members

who on the effective date live in the Suffolk public constituency shall become members of the corresponding constituency and class for Suffolk, unless they have indicated to the Trust that they do not wish to do so;

40.1.5 Public governors, Service User governors and Carer governors

who on the effective date live in the Norfolk public constituency shall become governors in the corresponding constituency and class for Norfolk, unless they have indicated to the Trust that they do not wish to do so;

40.1.6 Persons who applied to become Public Members, Service User

members, or Carer members of Suffolk Mental Health Partnership NHS Trust in connection with its application to become and NHS foundation trust who on the effective date live



in the Norfolk public constituency shall become members of the corresponding constituency and class for Norfolk, unless they have indicated to the Trust that they do not wish to do so or they are disqualified under this Constitution;

40.1.7 Persons who applied to become Public members, Service User

members or Carer members of Suffolk Mental Health Partnership NHS Trust in connection with its application to become an NHS foundation trust who on the effective date live in the Suffolk public constituency shall become members of the corresponding constituency and class for Suffolk unless they have indicated to the Trust that they do not wish to do so or they are disqualified under this constitution.

40.1.8 Public governors, Service User governors and Carer governors

who on the effective date live in the Suffolk public constituency shall become governors in the corresponding constituency and class for Suffolk, unless they have indicated to the Trust that they do not wish to do so;

40.1.9 If the number of governors eligible to become governors under

the preceding provisions of this paragraph exceeds the number of governors allowed for that constituency or class in the relevant Annex, then the affected governors shall draw lots to determine which of their number shall retire

40.2 Prior to the effective date, the Trust shall advise the persons who

applied to become members of the Suffolk Mental Health Partnership NHS Trust that they will become members of the Trust on the effective date unless they indicate to the Trust that they do not wish to do so or they are disqualified under this Constitution.


Annex 1 – The Public Constituency Page 24 of 107

ANNEX 1 – THE PUBLIC CONSTITUENCY

(Paragraphs 6.1 and 6.3) The Public Constituency will be open to all eligible members of the public who live in the County of Norfolk and the district of Waveney in Suffolk. There will be a minimum of 500 public members drawn from the total area.


Annex 2 – The Staff Constituency Page 25 of 107

ANNEX 2 – THE STAFF CONSTITUENCY

(Paragraphs 7.4 and 7.5) There will be a single Staff Constituency of at least 400 members


Annex 3 – The Service Users and Carers Constituency Page 26 of 107

ANNEX 3 – THE SERVICE USERS’ AND CARERS’ CONSTITUENCY

(Paragraphs 8.4 and 8.6) The Service Users’ and Carers’ Constituency shall be divided into three classes: Male Service Users;

Female Service Users; Carers.

There will be a minimum of 40 members in each of the male and female Service Users’ classes. There will be a minimum of 20 members in the Carers’ class.


Annex 4 – Composition of the Board of Governors Page 27 of 107

ANNEX 4 – COMPOSITION OF BOARD OF GOVERNORS

(Paragraphs 10.2 and 10.3) The Board of Governors shall comprise: By Election Public Constituency 12 Governors Staff Constituency 4 Governors Service Users’ and Carers’ Constituency

Male Service Users 2 Governors Female Service Users 2 Governors Carers 2 Governors By Appointment (including partnership organisations) Norfolk Primary Care Trust 1 Governor Great Yarmouth & Waveney 1 Governor

Primary Care Trust Norfolk County Council 1 Governor Suffolk County Council 1 Governor Julian Housing Support Trust Limited 1 Governor Meridian East 1 Governor The Norfolk Constabulary 1 Governor University of East Anglia 1 Governor


Annex 1A – The Public Constituency (Paragraph 40 refers) Page 28 of 107

ANNEX 1A – THE PUBLIC CONSTITUENCY

(Paragraphs 6.1 and 6.3) The Public Constituency will be open to all eligible members of the public who live in (a) the County of Norfolk and (b) the County of Suffolk, which are the two areas identified as public constituencies of the trust. There will be a minimum of 500 public members drawn from each of these areas.


Annex 2A – The Staff Constituency (Paragraph 40 refers) Page 29 of 107

ANNEX 2A – THE STAFF CONSTITUENCY

(Paragraphs 7.4 and 7.5) There will be a single Staff Constituency of at least 800 members


Annex 3A – The Service Users and Carers Constituency (Paragraph 40 refers) Page 30 of 107

ANNEX 3A – THE SERVICE USERS’ AND CARERS’ CONSTITUENCY

(Paragraphs 8.4 and 8.6) The Service Users’ and Carers’ Constituency shall be divided into the following classes: Male Service Users in Norfolk; Male Service Users in Suffolk;

Female Service Users in Norfolk; Female Service Users in Suffolk; Carers in Norfolk; Carers in Suffolk.

There will be a minimum of 40 members in each of the male and female Service Users’ classes. There will be a minimum of 20 members in each of the Carers’ classes.


Annex 4A – Composition of the Board of Governors (Paragraph 40 refers) Page 31 of 107

ANNEX 4A – COMPOSITION OF BOARD OF GOVERNORS

(Paragraphs 10.2 and 10.3) The Board of Governors shall comprise: By Election Public Constituency Norfolk 7 Governors Public Constituency Suffolk 6 Governors Staff Constituency 4 Governors Service Users’ and Carers’ Constituency Classes:

Male Service Users in Norfolk 1 Governor Male Service Users in Suffolk 1 Governor

Female Service Users in Norfolk 1 Governor Female Service Users in Suffolk 1 Governor Carers in Norfolk 1 Governor Carers in Suffolk 1 Governor By Appointment (including partnership organisations) NHS Norfolk 1 Governor NHS Great Yarmouth & Waveney 1 Governor NHS Suffolk* 1 Governor Norfolk County Council 1 Governor Suffolk County Council 1 Governor Julian Housing Support Trust Limited 1 Governor Meridian East 1 Governor Suffolk Association of Voluntary Organisations* 1 Governor The Norfolk Constabulary 1 Governor The Suffolk Constabulary* 1 Governor University of East Anglia 1 Governor University Campus Suffolk* 1 Governor * These appointments will be effective from the declaration of the results of the first election for the Suffolk public constituency


Annex 5 – The Model Rules for Elections (Feb2008) Page 32 of 107

ANNEX 5 –THE MODEL RULES FOR ELECTIONS

(Paragraph 11.2) --------------------------------------------------- Part 1 - Interpretation 1. Interpretation Part 2 – Timetable for election 2. Timetable 3. Computation of time Part 3 – Returning Officer 4. Returning Officer 5. Staff 6. Expenditure 7. Duty of co-operation Part 4 - Stages common to contested and uncontested elections 8. Notice of election 9. Nomination of candidates 10. Candidate’s consent and particulars 11. Declaration of interests 12. Declaration of eligibility 13. Signature of candidate 14. Decisions as to validity of nomination papers 15. Publication of statement of nominated candidates 16. Inspection of statement of nominated candidates and nomination papers 17. Withdrawal of candidates 18. Method of election Part 5 – Contested elections 19. Poll to be taken by ballot 20. The ballot paper 21. The declaration of identity Action to be taken before the poll 22. List of eligible voters



23. Notice of poll 24. Issue of voting documents 25. Ballot paper envelope and covering envelope The poll 26. Eligibility to vote 27. Voting by persons who require assistance 28. Spoilt ballot papers 29. Lost ballot papers 30. Issue of replacement ballot paper 31. Declaration of identity for replacement ballot papers Procedure for receipt of envelopes 32. Receipt of voting documents 33. Validity of ballot paper 34. Declaration of identity but no ballot paper 35. Sealing of packets Part 6 - Counting the votes stv36. Interpretation of Part 6 37. Arrangements for counting of the votes 38. The count stv39. Rejected ballot papers fpp39. Rejected ballot papers stv40. First stage stv41. The quota stv42. Transfer of votes stv43. Supplementary provisions on transfer stv44. Exclusion of candidates stv45. Filling of last vacancies stv46. Order of election of candidates fpp46. Equality of votes Part 7 – Final proceedings in contested and uncontested elections fpp47. Declaration of result for contested elections stv47. Declaration of result for contested elections 48. Declaration of result for uncontested elections Part 8 – Disposal of documents 49. Sealing up of documents relating to the poll 50. Delivery of documents 51. Forwarding of documents received after close of the poll 52. Retention and public inspection of documents



53. Application for inspection of certain documents relating to election Part 9 – Death of a candidate during a contested election fpp54. Countermand or abandonment of poll on death of candidate stv54. Countermand or abandonment of poll on death of candidate Part 10 – Election expenses and publicity Expenses 55. Expenses incurred by candidates 56. Expenses incurred by other persons 57. Personal, travelling and administrative expenses Publicity 58. Publicity about election by the corporation 59. Information about candidates for inclusion with voting documents 60. Meaning of “for the purposes of an election” Part 11 – Questioning elections and irregularities 61. Application to question an election Part 12 – Miscellaneous 62. Secrecy 63. Prohibition of disclosure of vote 64 Disqualification 65 Delay in postal service through industrial action or unforeseen event ----------------------------------------------------------- Part 1 - Interpretation 1. Interpretation – (1) In these rules, unless the context otherwise requires - “corporation” means the public benefit corporation subject to this constitution; “election” means an election by a constituency, or by a class within a constituency, to fill a vacancy among one or more posts on the Board of Governors; “the regulator” means the Independent Regulator for NHS Foundation Trusts; and “the 2006 Act” means the National Health Service Act 2006.



(2) Other expressions used in these rules and in the National Health Service Act 2006 have the same meaning in these rules as in that Schedule. Part 2 – Timetable for election 2. Timetable - The proceedings at an election shall be conducted in accordance with the following timetable. Proceeding Time Publication of notice of election Not later than the fortieth day before the

day of the close of the poll. Final day for delivery of nomination papers to Returning Officer

Not later than the twenty eighth day before the day of the close of the poll.

Publication of statement of nominated candidates

Not later than the twenty seventh day before the day of the close of the poll.

Final day for delivery of notices of withdrawals by candidates from election

Not later than twenty fifth day before the day of the close of the poll.

Notice of the poll Not later than the fifteenth day before the day of the close of the poll.

Close of the poll By 5.00pm on the final day of the election. 3. Computation of time - (1) In computing any period of time for the purposes of the timetable -

a Saturday or Sunday; (a) Christmas Day, Good Friday, or a bank holiday, or (b) a day appointed for public thanksgiving or mourning,

shall be disregarded, and any such day shall not be treated as a day for the purpose of any proceedings up to the completion of the poll, nor shall the Returning Officer be obliged to proceed with the counting of votes on such a day. (2) In this rule, “bank holiday” means a day which is a bank holiday under the Banking and Financial Dealings Act 1971 in England and Wales. Part 3 – Returning Officer 4. Returning Officer – (1) Subject to rule 64, the Returning Officer for an election is to be appointed by the corporation. (2) Where two or more elections are to be held concurrently, the same Returning Officer may be appointed for all those elections.



5. Staff – Subject to rule 64, the Returning Officer may appoint and pay such staff, including such technical advisers, as he or she considers necessary for the purposes of the election. 6. Expenditure - The corporation is to pay the Returning Officer –

(a) any expenses incurred by that Officer in the exercise of his or her functions under these rules,

(ii) such remuneration and other expenses as the corporation may determine.

7. Duty of co-operation – The corporation is to co-operate with the Returning Officer in the exercise of his or her functions under these rules. Part 4 - Stages common to contested and uncontested elections 8. Notice of election – The Returning Officer is to publish a notice of the election stating –

(a) the constituency, or class within a constituency, for which the election is being held;

(b) the number of members of the Board of Governors to be elected from that constituency, or class within that constituency;

(c) the details of any nomination committee that has been established by the corporation;

(d) the address and times at which nomination papers may be obtained; (e) the address for return of nomination papers and the date and time by

which they must be received by the Returning Officer; (f) the date and time by which any notice of withdrawal must be received

by the Returning Officer; (g) the contact details of the Returning Officer; and (h) the date and time of the close of the poll in the event of a contest.

9. Nomination of candidates – (1) Each candidate must nominate themselves on a single nomination paper. (2) The Returning Officer-

(a) is to supply any member of the corporation with a nomination paper; and (a) is to prepare a nomination paper for signature at the request of any

member of the corporation, but it is not necessary for a nomination to be on a form supplied by the Returning Officer.



10. Candidate’s particulars – (1) The nomination paper must state the candidate’s:

(a) full name, (b) contact address in full, and (c) constituency, or class within a constituency, of which the candidate is a

member. 11. Declaration of interests – The nomination paper must state –

(a) any financial interest that the candidate has in the corporation, and (b) whether the candidate is a member of a political party, and if so, which

party, and if the candidate has no such interests, the paper must include a statement to that effect. 12. Declaration of eligibility – The nomination paper must include a declaration made by the candidate –

(a) that he or she is not prevented from being a member of the Board of Governors by paragraph 8 of Schedule 1 of the 2003 Act or by any provision of the constitution; and,

(b) for a member of the public or patient constituency, of the particulars of his or her qualification, to vote as a member of that constituency, or class within that constituency, for which the election is being held.

13. Signature of candidate – The nomination paper must be signed and dated by the candidate, indicating that –

(a) they wish to stand as a candidate, (b) their declaration of interests, as required under rule 11, is true and

correct, and (c) their declaration of eligibility, as required under rule 12, is true and

correct. 14. Decisions as to the validity of nomination – (1) Where a nomination paper is received by the Returning Officer in accordance with these rules, the candidate is deemed to stand for election unless and until the Returning Officer -

(a) decides that the candidate is not eligible to stand, (b) decides that the nomination paper is invalid, (c) receives satisfactory proof that the candidate has died, or (d) receives a written request by the candidate of their withdrawal from

candidacy.

(2) The Returning Officer is entitled to decide that a nomination paper is invalid only on one of the following grounds -



(a) that the paper is not received on or before the final time and date for return of nomination papers, as specified in the notice of the election, (b) that the paper does not contain the candidate’s particulars, as required by rule 10; (c) that the paper does not contain a declaration of the interests of the candidate, as required by rule 11, (d) that the paper does not include a declaration of eligibility as required by rule 12, or (e) that the paper is not signed and dated by the candidate, as required by rule 13.

(3) The Returning Officer is to examine each nomination paper as soon as is practicable after he or she has received it, and decide whether the candidate has been validly nominated. (4) Where the Returning Officer decides that a nomination is invalid, the Returning Officer must endorse this on the nomination paper, stating the reasons for their decision. (5) The Returning Officer is to send notice of the decision as to whether a nomination is valid or invalid to the candidate at the contact address given in the candidate’s nomination paper. 15. Publication of statement of candidates – (1) The Returning Officer is to prepare and publish a statement showing the candidates who are standing for election. (2) The statement must show –

(a) the name, contact address, and constituency or class within a constituency of each candidate standing, and

(b) the declared interests of each candidate standing,

as given in their nomination paper. (3) The statement must list the candidates standing for election in alphabetical order by surname. (4) The Returning Officer must send a copy of the statement of candidates and copies of the nomination papers to the corporation as soon as is practicable after publishing the statement. 16. Inspection of statement of nominated candidates and nomination papers – (1) The corporation is to make the statements of the candidates and the nomination papers supplied by the Returning Officer under rule 15(4) available for inspection by members of the public free of charge at all reasonable times.



(2) If a person requests a copy or extract of the statements of candidates or their nomination papers, the corporation is to provide that person with the copy or extract free of charge. 17. Withdrawal of candidates - A candidate may withdraw from election on or before the date and time for withdrawal by candidates, by providing to the Returning Officer a written notice of withdrawal which is signed by the candidate and attested by a witness. 18. Method of election – (1) If the number of candidates remaining validly nominated for an election after any withdrawals under these rules is greater than the number of members to be elected to the Board of Governors, a poll is to be taken in accordance with Parts 5 and 6 of these rules. (2) If the number of candidates remaining validly nominated for an election after any withdrawals under these rules is equal to the number of members to be elected to the Board of Governors, those candidates are to be declared elected in accordance with Part 7 of these rules. (3) If the number of candidates remaining validly nominated for an election after any withdrawals under these rules is less than the number of members to be elected to the Board of Governors, then –

(a) the candidates who remain validly nominated are to be declared elected in accordance with Part 7 of these rules, and

(b) the Returning Officer is to order a new election to fill any vacancy which remains unfilled, on a day appointed by him or her in consultation with the corporation.

Part 5 – Contested elections 19. Poll to be taken by ballot – (1) The votes at the poll must be given by secret ballot. (2) The votes are to be counted and the result of the poll determined in accordance with Part 6 of these rules. 20. The ballot paper – (1) The ballot of each voter is to consist of a ballot paper with the persons remaining validly nominated for an election after any withdrawals under these rules, and no others, inserted in the paper. (2) Every ballot paper must specify –

(a) the name of the corporation, (b) the constituency, or class within a constituency, for which the election is

being held,



(c) the number of members of the Board of Governors to be elected from that constituency, or class within that constituency,

(d) the names and other particulars of the candidates standing for election, with the details and order being the same as in the statement of nominated candidates,

(e) instructions on how to vote, (f) if the ballot paper is to be returned by post, the address for its return

and the date and time of the close of the poll, and (g) the contact details of the Returning Officer.

(3) Each ballot paper must have a unique identifier. (4) Each ballot paper must have features incorporated into it to prevent it from being reproduced. 21. The declaration of identity (public and patient constituencies) – (1) In respect of an election for a public or patient constituency, a declaration of identity must be issued with each ballot paper. (2) The declaration of identity is to include a declaration –

(a) that the voter is the person to whom the ballot paper was addressed, (b) that the voter has not marked or returned any other voting paper in the

election, and (c) for a member of the public or patient constituency, of the particulars of

that member’s qualification to vote as a member of the constituency or class within a constituency for which the election is being held.

(3) The declaration of identity is to include space for –

(a) the name of the voter, (b) the address of the voter, (c) the voter’s signature, and (d) the date that the declaration was made by the voter.

(4) The voter must be required to return the declaration of identity together with the ballot paper. (5) The declaration of identity must caution the voter that, if it is not returned with the ballot paper, or if it is returned without being correctly completed, the voter’s ballot paper may be declared invalid.



Action to be taken before the poll 22. List of eligible voters – (1) The corporation is to provide the Returning Officer with a list of the members of the constituency or class within a constituency for which the election is being held who are eligible to vote by virtue of rule 26 as soon as is reasonably practicable after the final date for the delivery of notices of withdrawals by candidates from an election. (2) The list is to include, for each member, a mailing address where his or her ballot paper is to be sent. 23. Notice of poll - The Returning Officer is to publish a notice of the poll stating –

(a) the name of the corporation, (b) the constituency, or class within a constituency, for which the election is

being held, (c) the number of members of the Board of Governors to be elected from

that constituency, or class with that constituency, (d) the names, contact addresses, and other particulars of the candidates

standing for election, with the details and order being the same as in the statement of nominated candidates,

(e) that the ballot papers for the election are to be issued and returned, if appropriate, by post,

(f) the address for return of the ballot papers, and the date and time of the close of the poll,

(g) the address and final dates for applications for replacement ballot papers, and

(h) the contact details of the Returning Officer. 24. Issue of voting documents by Returning Officer – (1) As soon as is reasonably practicable on or after the publication of the notice of the poll, the Returning Officer is to send the following documents to each member of the corporation named in the list of eligible voters –

(a) a ballot paper and ballot paper envelope, (b) a declaration of identity (if required), (c) information about each candidate standing for election, pursuant to rule

59 of these rules, and (d) a covering envelope.

(2) The documents are to be sent to the mailing address for each member, as specified in the list of eligible voters. 25. Ballot paper envelope and covering envelope – (1) The ballot paper envelope must have clear instructions to the voter printed on it, instructing the voter to seal the ballot paper inside the envelope once the ballot paper has been marked.



(2) The covering envelope is to have –

(a) the address for return of the ballot paper printed on it, and (b) pre-paid postage for return to that address.

(3) There should be clear instructions, either printed on the covering envelope or elsewhere, instructing the voter to seal the following documents inside the covering envelope and return it to the Returning Officer –

(a) the completed declaration of identity if required, and (b) the ballot paper envelope, with the ballot paper sealed inside it.

The poll 26. Eligibility to vote – An individual who becomes a member of the corporation on or before the closing date for the receipt of nominations by candidates for the election, is eligible to vote in that election. 27. Voting by persons who require assistance – (1) The Returning Officer is to put in place arrangements to enable requests for assistance to vote to be made. (2) Where the Returning Officer receives a request from a voter who requires assistance to vote, the Returning Officer is to make such arrangements as he or she considers necessary to enable that voter to vote. 28. Spoilt ballot papers (1) – If a voter has dealt with his or her ballot paper in such a manner that it cannot be accepted as a ballot paper (referred to as a “spoilt ballot paper”), that voter may apply to the Returning Officer for a replacement ballot paper. (2) On receiving an application, the Returning Officer is to obtain the details of the unique identifier on the spoilt ballot paper, if he or she can obtain it. (3) The Returning Officer may not issue a replacement ballot paper for a spoilt ballot paper unless he or she –

(a) is satisfied as to the voter’s identity, and (b) has ensured that the declaration of identity, if required, has not been

returned. (4) After issuing a replacement ballot paper for a spoilt ballot paper, the Returning Officer shall enter in a list (“the list of spoilt ballot papers”) –

(a) the name of the voter, and (b) the details of the unique identifier of the spoilt ballot paper (if that

Officer was able to obtain it), and (c) the details of the unique identifier of the replacement ballot paper.



29. Lost ballot papers – (1) Where a voter has not received his or her ballot paper by the fourth day before the close of the poll, that voter may apply to the Returning Officer for a replacement ballot paper. (2) The Returning Officer may not issue a replacement ballot paper for a lost ballot paper unless he or she –

(a) is satisfied as to the voter’s identity, (b) has no reason to doubt that the voter did not receive the original ballot

paper, and (c) has ensured that the declaration of identity if required has not been

returned. (3) After issuing a replacement ballot paper for a lost ballot paper, the Returning Officer shall enter in a list (“the list of lost ballot papers”) –

(a) the name of the voter, and (b) the details of the unique identifier of the replacement ballot paper.

30. Issue of replacement ballot paper– (1) If a person applies for a replacement ballot paper under rule 28 or 29 and a declaration of identity has already been received by the Returning Officer in the name of that voter, the Returning Officer may not issue a replacement ballot paper unless, in addition to the requirements imposed rule 28(3) or 29(2), he or she is also satisfied that that person has not already voted in the election, notwithstanding the fact that a declaration of identity if required has already been received by the Returning Officer in the name of that voter. (2) After issuing a replacement ballot paper under this rule, the Returning Officer shall enter in a list (“the list of tendered ballot papers”) –

(a) the name of the voter, and (b) the details of the unique identifier of the replacement ballot paper

issued under this rule. 31. Declaration of identity for replacement ballot papers (public and patient constituencies) – (1) In respect of an election for a public or patient constituency a declaration of identity must be issued with each replacement ballot paper. (2) The declaration of identity is to include a declaration –

(a) that the voter has not voted in the election with any ballot paper other than the ballot paper being returned with the declaration, and

(b) of the particulars of that member’s qualification to vote as a member of the public or patient constituency, or class within a constituency, for which the election is being held.



(3) The declaration of identity is to include space for –

(a) the name of the voter, (b) the address of the voter, (c) the voter’s signature, and (d) the date that the declaration was made by the voter.

(4) The voter must be required to return the declaration of identity together with the ballot paper. (5) The declaration of identity must caution the voter that if it is not returned with the ballot paper, or if it is returned without being correctly completed, the replacement ballot paper may be declared invalid. Procedure for receipt of envelopes 32. Receipt of voting documents – (1) Where the Returning Officer receives a –

(a) covering envelope, or (b) any other envelope containing a declaration of identity if required, a

ballot paper envelope, or a ballot paper, before the close of the poll, that Officer is to open it as soon as is practicable; and rules 33 and 34 are to apply. (2) The Returning Officer may open any ballot paper envelope for the purposes of rules 33 and 34, but must make arrangements to ensure that no person obtains or communicates information as to –

(a) the candidate for whom a voter has voted, or (b) the unique identifier on a ballot paper.

(3) The Returning Officer must make arrangements to ensure the safety and security of the ballot papers and other documents. 33. Validity of ballot paper – (1) A ballot paper shall not be taken to be duly returned unless the Returning Officer is satisfied that it has been received by the Returning Officer before the close of the poll, with a declaration of identity if required that has been correctly completed, signed, and dated. (2) Where the Returning Officer is satisfied that paragraph (1) has been fulfilled, he or she is to –

(a) put the declaration of identity if required in a separate packet, and (b) put the ballot paper aside for counting after the close of the poll.

(3) Where the Returning Officer is not satisfied that paragraph (1) has been fulfilled, he or she is to –



(a) mark the ballot paper “disqualified”, (b) if there is a declaration of identity accompanying the ballot paper, mark

it as “disqualified” and attach it the ballot paper, (c) record the unique identifier on the ballot paper in a list (the “list of

disqualified documents”); and (d) place the document or documents in a separate packet.

34. Declaration of identity but no ballot paper (public and patient constituency) – Where the Returning Officer receives a declaration of identity if required but no ballot paper, the Returning Officer is to –

(a) mark the declaration of identity “disqualified”, (b) record the name of the voter in the list of disqualified documents,

indicating that a declaration of identity was received from the voter without a ballot paper; and

(c) place the declaration of identity in a separate packet. 35. Sealing of packets – As soon as is possible after the close of the poll and after the completion of the procedure under rules 33 and 34, the Returning Officer is to seal the packets containing –

(a) the disqualified documents, together with the list of disqualified documents inside it,

(b) the declarations of identity if required, (c) the list of spoilt ballot papers, (d) the list of lost ballot papers, (e) the list of eligible voters, and (f) the list of tendered ballot papers.

Part 6 - Counting the votes stv36. Interpretation of Part 6 – In Part 6 of these rules – “continuing candidate” means any candidate not deemed to be elected, and not excluded, “count” means all the operations involved in counting of the first preferences recorded for candidates, the transfer of the surpluses of elected candidates, and the transfer of the votes of the excluded candidates, “deemed to be elected” means deemed to be elected for the purposes of counting of votes but without prejudice to the declaration of the result of the poll, “mark” means a figure, an identifiable written word, or a mark such as “X”, “non-transferable vote” means a ballot paper –



(a) on which no second or subsequent preference is recorded for a continuing candidate, or

(b) which is excluded by the Returning Officer under rule stv44(4) below, “preference” as used in the following contexts has the meaning assigned below –

(a) “first preference” means the figure “1” or any mark or word which clearly indicates a first (or only) preference,

(b) “next available preference” means a preference which is the second, or as the case may be, subsequent preference recorded in consecutive order for a continuing candidate (any candidate who is deemed to be elected or is excluded thereby being ignored); and

(c) in this context, a “second preference” is shown by the figure “2” or any mark or word which clearly indicates a second preference, and a third preference by the figure “3” or any mark or word which clearly indicates a third preference, and so on,

“quota” means the number calculated in accordance with rule stv41 below, “surplus” means the number of votes by which the total number of votes for any candidate (whether first preference or transferred votes, or a combination of both) exceeds the quota; but references in these rules to the transfer of the surplus means the transfer (at a transfer value) of all transferable papers from the candidate who has the surplus, “stage of the count” means –

(a) the determination of the first preference vote of each candidate, (b) the transfer of a surplus of a candidate deemed to be elected, or (c) the exclusion of one or more candidates at any given time,

“transferable paper” means a ballot paper on which, following a first preference, a second or subsequent preference is recorded in consecutive numerical order for a continuing candidate, “transferred vote” means a vote derived from a ballot paper on which a second or subsequent preference is recorded for the candidate to whom that paper has been transferred, and “transfer value” means the value of a transferred vote calculated in accordance with paragraph (4) or (7) of rule stv42 below. 37. Arrangements for counting of the votes – The Returning Officer is to make arrangements for counting the votes as soon as is practicable after the close of the poll.



38. The count – (1) The Returning Officer is to –

(a) count and record the number of ballot papers that have been returned, and

(b) count the votes according to the provisions in this Part of the rules. (2) The Returning Officer, while counting and recording the number of ballot papers and counting the votes, must make arrangements to ensure that no person obtains or communicates information as to the unique identifier on a ballot paper. (3) The Returning Officer is to proceed continuously with counting the votes as far as is practicable. stv39. Rejected ballot papers – (1) Any ballot paper –

(a) which does not bear the features that have been incorporated into the other ballot papers to prevent them from being reproduced,

(b) on which the figure “1” standing alone is not placed so as to indicate a first preference for any candidate,

(c) on which anything is written or marked by which the voter can be identified except the unique identifier, or

(d) which is unmarked or rejected because of uncertainty, shall be rejected and not counted, but the ballot paper shall not be rejected by reason only of carrying the words “one”, “two”, “three” and so on, or any other mark instead of a figure if, in the opinion of the Returning Officer, the word or mark clearly indicates a preference or preferences. (2) The Returning Officer is to endorse the word “rejected” on any ballot paper which under this rule is not to be counted. (3) The Returning Officer is to draw up a statement showing the number of ballot papers rejected by him or her under each of the subparagraphs (a) to (d) of paragraph (1). fpp39. Rejected ballot papers – (1) Any ballot paper –

(a) which does not bear the features that have been incorporated into the other ballot papers to prevent them from being reproduced,

(b) on which votes are given for more candidates than the voter is entitled to vote,

(c) on which anything is written or marked by which the voter can be identified except the unique identifier, or

(d) which is unmarked or rejected because of uncertainty, shall, subject to paragraphs (2) and (3) below, be rejected and not counted.



(2) Where the voter is entitled to vote for more than one candidate, a ballot paper is not to be rejected because of uncertainty in respect of any vote where no uncertainty arises, and that vote is to be counted. (3) A ballot paper on which a vote is marked –

(a) elsewhere than in the proper place, (b) otherwise than by means of a clear mark, (c) by more than one mark,

is not to be rejected for such reason (either wholly or in respect of that vote) if an intention that the vote shall be for one or other of the candidates clearly appears, and the way the paper is marked does not itself identify the voter and it is not shown that he or she can be identified by it. (4) The Returning Officer is to –

(a) endorse the word “rejected” on any ballot paper which under this rule is not to be counted, and

(b) in the case of a ballot paper on which any vote is counted under paragraph (2) or (3) above, endorse the words “rejected in part” on the ballot paper and indicate which vote or votes have been counted.

(5) The Returning Officer is to draw up a statement showing the number of rejected ballot papers under the following headings –

(a) does not bear proper features that have been incorporated into the ballot paper,

(b) voting for more candidates than the voter is entitled to, (c) writing or mark by which voter could be identified, and (d) unmarked or rejected because of uncertainty,

and, where applicable, each heading must record the number of ballot papers rejected in part. stv40. First stage – (1) The Returning Officer is to sort the ballot papers into parcels according to the candidates for whom the first preference votes are given. (2) The Returning Officer is to then count the number of first preference votes given on ballot papers for each candidate, and is to record those numbers. (3) The Returning Officer is to also ascertain and record the number of valid ballot papers. stv41. The quota – (1) The Returning Officer is to divide the number of valid ballot papers by a number exceeding by one the number of members to be elected.



(2) The result, increased by one, of the division under paragraph (1) above (any fraction being disregarded) shall be the number of votes sufficient to secure the election of a candidate (in these rules referred to as “the quota”). (3) At any stage of the count a candidate whose total votes equals or exceeds the quota shall be deemed to be elected, except that in any election where there is only one vacancy a candidate shall not be deemed to be elected until the procedure set out in paragraphs (1) to (3) of rule stv44 has been complied with. stv42. Transfer of votes – (1) Where the number of first preference votes for any candidate exceeds the quota, the Returning Officer is to sort all the ballot papers on which first preference votes are given for that candidate into sub-parcels so that they are grouped –

(a) according to next available preference given on those papers for any continuing candidate, or

(b) where no such preference is given, as the sub-parcel of non-transferable votes.

(2) The Returning Officer is to count the number of ballot papers in each parcel referred to in paragraph (1) above. (3) The Returning Officer is, in accordance with this rule and rule stv43 below, to transfer each sub-parcel of ballot papers referred to in paragraph (1)(a) to the candidate for whom the next available preference is given on those papers. (4) The vote on each ballot paper transferred under paragraph (3) above shall be at a value (“the transfer value”) which –

(a) reduces the value of each vote transferred so that the total value of all such votes does not exceed the surplus, and

(b) is calculated by dividing the surplus of the candidate from whom the votes are being transferred by the total number of the ballot papers on which those votes are given, the calculation being made to two decimal places (ignoring the remainder if any).

(5) Where at the end of any stage of the count involving the transfer of ballot papers, the number of votes for any candidate exceeds the quota, the Returning Officer is to sort the ballot papers in the sub-parcel of transferred votes which was last received by that candidate into separate sub-parcels so that they are grouped –

(a) according to the next available preference given on those papers for any continuing candidate, or

(b) where no such preference is given, as the sub-parcel of non-transferable votes.



(6) The Returning Officer is, in accordance with this rule and rule stv43 below, to transfer each sub-parcel of ballot papers referred to in paragraph (5)(a) to the candidate for whom the next available preference is given on those papers. (7) The vote on each ballot paper transferred under paragraph (6) shall be at –

(a) a transfer value calculated as set out in paragraph (4)(b) above, or (b) at the value at which that vote was received by the candidate from

whom it is now being transferred, whichever is the less. (8) Each transfer of a surplus constitutes a stage in the count. (9) Subject to paragraph (10), the Returning Officer shall proceed to transfer transferable papers until no candidate who is deemed to be elected has a surplus or all the vacancies have been filled. (10) Transferable papers shall not be liable to be transferred where any surplus or surpluses which, at a particular stage of the count, have not already been transferred, are –

(a) less than the difference between the total vote then credited to the

continuing candidate with the lowest recorded vote and the vote of the candidate with the next lowest recorded vote, or

(b) less than the difference between the total votes of the two or more continuing candidates, credited at that stage of the count with the lowest recorded total numbers of votes and the candidate next above such candidates.

(11) This rule does not apply at an election where there is only one vacancy. stv43. Supplementary provisions on transfer – (1) If, at any stage of the count, two or more candidates have surpluses, the transferable papers of the candidate with the highest surplus shall be transferred first, and if –

(a) the surpluses determined in respect of two or more candidates are equal, the transferable papers of the candidate who had the highest recorded vote at the earliest preceding stage at which they had unequal votes shall be transferred first, and

(b) the votes credited to two or more candidates were equal at all stages of

the count, the Returning Officer shall decide between those candidates by lot, and the transferable papers of the candidate on whom the lot falls shall be transferred first.

(2) The Returning Officer shall, on each transfer of transferable papers under rule stv42 above –



(a) record the total value of the votes transferred to each candidate, (b) add that value to the previous total of votes recorded for each

candidate and record the new total, (c) record as non-transferable votes the difference between the surplus

and the total transfer value of the transferred votes and add that difference to the previously recorded total of non-transferable votes, and

(d) compare –

(i) the total number of votes then recorded for all of the candidates, together with the total number of non-transferable votes, with

(ii) the recorded total of valid first preference votes. (3) All ballot papers transferred under rule stv42 or stv44 shall be clearly marked, either individually or as a sub-parcel, so as to indicate the transfer value recorded at that time to each vote on that paper or, as the case may be, all the papers in that sub-parcel. (4) Where a ballot paper is so marked that it is unclear to the Returning Officer at any stage of the count under rule stv42 or stv44 for which candidate the next preference is recorded, the Returning Officer shall treat any vote on that ballot paper as a non-transferable vote; and votes on a ballot paper shall be so treated where, for example, the names of two or more candidates (whether continuing candidates or not) are so marked that, in the opinion of the Returning Officer, the same order of preference is indicated or the numerical sequence is broken. stv44. Exclusion of candidates – (1) If –

(a) all transferable papers which under the provisions of rule stv42 above (including that rule as applied by paragraph (11) below) and this rule are required to be transferred, have been transferred, and

(b) subject to rule stv45 below, one or more vacancies remain to be filled, the Returning Officer shall exclude from the election at that stage the candidate with the then lowest vote (or, where paragraph (12) below applies, the candidates with the then lowest votes). (2) The Returning Officer shall sort all the ballot papers on which first preference votes are given for the candidate or candidates excluded under paragraph (1) above into two sub-parcels so that they are grouped as –

(a) ballot papers on which a next available preference is given, and (b) ballot papers on which no such preference is given (thereby including

ballot papers on which preferences are given only for candidates who are deemed to be elected or are excluded).



(3) The Returning Officer shall, in accordance with this rule and rule stv43 above, transfer each sub-parcel of ballot papers referred to in paragraph (2)(a) above to the candidate for whom the next available preference is given on those papers. (4) The exclusion of a candidate, or of two or more candidates together, constitutes a further stage of the count. (5) If, subject to rule stv45 below, one or more vacancies still remain to be filled, the Returning Officer shall then sort the transferable papers, if any, which had been transferred to any candidate excluded under paragraph (1) above into sub-parcels according to their transfer value. (6) The Returning Officer shall transfer those papers in the sub-parcel of transferable papers with the highest transfer value to the continuing candidates in accordance with the next available preferences given on those papers (thereby passing over candidates who are deemed to be elected or are excluded). (7) The vote on each transferable paper transferred under paragraph (6) above shall be at the value at which that vote was received by the candidate excluded under paragraph (1) above. (8) Any papers on which no next available preferences have been expressed shall be set aside as non-transferable votes. (9) After the Returning Officer has completed the transfer of the ballot papers in the sub-parcel of ballot papers with the highest transfer value he or she shall proceed to transfer in the same way the sub-parcel of ballot papers with the next highest value and so on until he has dealt with each sub-parcel of a candidate excluded under paragraph (1) above. (10) The Returning Officer shall after each stage of the count completed under this rule –

(a) record – (i) the total value of votes, or (ii) the total transfer value of votes transferred to each candidate,

(b) add that total to the previous total of votes recorded for each candidate and record the new total,

(c) record the value of non-transferable votes and add that value to the previous non-transferable votes total, and

(d) compare – (i) the total number of votes then recorded for each candidate

together with the total number of non-transferable votes, with (ii) the recorded total of valid first preference votes.

(11) If after a transfer of votes under any provision of this rule, a candidate has a surplus, that surplus shall be dealt with in accordance with paragraphs (5) to (10) of rule stv42 and rule stv43.



(12) Where the total of the votes of the two or more lowest candidates, together with any surpluses not transferred, is less than the number of votes credited to the next lowest candidate, the Returning Officer shall in one operation exclude such two or more candidates. (13) If when a candidate has to be excluded under this rule, two or more candidates each have the same number of votes and are lowest –

(a) regard shall be had to the total number of votes credited to those candidates at the earliest stage of the count at which they had an unequal number of votes and the candidate with the lowest number of votes at that stage shall be excluded, and

(b) where the number of votes credited to those candidates was equal at all stages, the Returning Officer shall decide between the candidates by lot and the candidate on whom the lot falls shall be excluded.

stv45. Filling of last vacancies – (1) Where the number of continuing candidates is equal to the number of vacancies remaining unfilled the continuing candidates shall thereupon be deemed to be elected. (2) Where only one vacancy remains unfilled and the votes of any one continuing candidate are equal to or greater than the total of votes credited to other continuing candidates together with any surplus not transferred, the candidate shall thereupon be deemed to be elected. (3) Where the last vacancies can be filled under this rule, no further transfer of votes shall be made. stv46. Order of election of candidates – (1) The order in which candidates whose votes equal or exceed the quota are deemed to be elected shall be the order in which their respective surpluses were transferred, or would have been transferred but for rule stv42(10) above. (2) A candidate credited with a number of votes equal to, and not greater than, the quota shall, for the purposes of this rule, be regarded as having had the smallest surplus at the stage of the count at which he obtained the quota. (3) Where the surpluses of two or more candidates are equal and are not required to be transferred, regard shall be had to the total number of votes credited to such candidates at the earliest stage of the count at which they had an unequal number of votes and the surplus of the candidate who had the greatest number of votes at that stage shall be deemed to be the largest. (4) Where the number of votes credited to two or more candidates were equal at all stages of the count, the Returning Officer shall decide between them by lot and the candidate on whom the lot falls shall be deemed to have been elected first.



fpp46. Equality of votes – Where, after the counting of votes is completed, an equality of votes is found to exist between any candidates and the addition of a vote would entitle any of those candidates to be declared elected, the Returning Officer is to decide between those candidates by a lot, and proceed as if the candidate on whom the lot falls had received an additional vote. Part 7 – Final proceedings in contested and uncontested elections fpp47. Declaration of result for contested elections – (1) In a contested election, when the result of the poll has been ascertained, the Returning Officer is to –

(a) declare the candidate or candidates for whom more votes have been given than for the other candidates, up to the number of vacancies to be filled on the Board of Governors from the constituency, or class within a constituency, for which the election is being held to be elected,

(b) give notice of the name of each candidate whom he or she has

declared elected – (i) where the election is held under a proposed constitution

pursuant to powers conferred on the Norfolk and Waveney Mental Health NHS Foundation Trust by section 4(4) of the 2003 Act, to the Chairman of the NHS Trust, or

(ii) in any other case, to the Chairman of the corporation; and (c) give public notice of the name of each candidate whom he or she has

declared elected.

(2) The Returning Officer is to make –

(a) the total number of votes given for each candidate (whether elected or not), and

(b) the number of rejected ballot papers under each of the headings in rule fpp39(5),

available on request. stv47. Declaration of result for contested elections – (1) In a contested election, when the result of the poll has been ascertained, the Returning Officer is to –

(a) declare the candidates whom are deemed to be elected under Part 6 of these rules as elected,

(b) give notice of the name of each candidate who he or she has declared elected –



(i) where the election is held under a proposed constitution pursuant to powers conferred on the Norfolk and Waveney Mental Health NHS Foundation Trust by section 4(4) of the 2003 Act, to the Chairman of the NHS Trust, or

(ii) in any other case, to the Chairman of the corporation, and

(c) give public notice of the name of each candidate who he or she has

declared elected. (2) The Returning Officer is to make –

(a) the number of first preference votes for each candidate whether elected or not,

(b) any transfer of votes, (c) the total number of votes for each candidate at each stage of the count

at which such transfer took place, (d) the order in which the successful candidates were elected, and (e) the number of rejected ballot papers under each of the headings in rule

stv39(1), available on request. 48. Declaration of result for uncontested elections – In an uncontested election, the Returning Officer is to, as soon as is practicable after final day for the delivery of notices of withdrawals by candidates from the election, –

(a) declare the candidate or candidates remaining validly nominated to be elected,

(b) give notice of the name of each candidate whom he or she has declared elected to the Chairman of the corporation, and

(c) give public notice of the name of each candidate whom he or she has declared elected.

Part 8 – Disposal of documents 49. Sealing up of documents relating to the poll – (1) On completion of the counting at a contested election, the Returning Officer is to seal up the following documents in separate packets –

(a) the counted ballot papers, (b) the ballot papers endorsed with “rejected in part”, (c) the rejected ballot papers, and (d) the statement of rejected ballot papers.



(2) The Returning Officer must not open the sealed packets of –

(a) the disqualified documents, with the list of disqualified documents inside it,

(b) the declarations of identity, (c) the list of spoilt ballot papers, (d) the list of lost ballot papers, (e) the list of eligible voters, and (f) the list of tendered ballot papers.

(3) The Returning Officer must endorse on each packet a description of –

(a) its contents, (b) the date of the publication of notice of the election, (c) the name of the corporation to which the election relates, and (d) the constituency, or class within a constituency, to which the election

relates. 50. Delivery of documents – Once the documents relating to the poll have been sealed up and endorsed pursuant to rule 49, the Returning Officer is to forward them to the Chair of the corporation. 51. Forwarding of documents received after close of the poll – Where –

(a) any voting documents are received by the Returning Officer after the close of the poll, or

(b) any envelopes addressed to eligible voters are returned as undelivered too late to be resent, or

(c) any applications for replacement ballot papers are made too late to enable new ballot papers to be issued,

the Returning Officer is to put them in a separate packet, seal it up, and endorse and forward it to the Chairman of the corporation. 52. Retention and public inspection of documents – (1) The corporation is to retain the documents relating to an election that are forwarded to the Chair by the Returning Officer under these rules for one year, and then, unless otherwise directed by the regulator, cause them to be destroyed. (2) With the exception of the documents listed in rule 53(1), the documents relating to an election that are held by the corporation shall be available for inspection by members of the public at all reasonable times. (3) A person may request a copy or extract from the documents relating to an election that are held by the corporation, and the corporation is to provide it, and may impose a reasonable charge for doing so.



53. Application for inspection of certain documents relating to an election – (1) The corporation may not allow the inspection of, or the opening of any sealed packet containing –

(a) any rejected ballot papers, including ballot papers rejected in part, (b) any disqualified documents, or the list of disqualified documents, (c) any counted ballot papers, (d) any declarations of identity, or (e) the list of eligible voters,

by any person without the consent of the Regulator. (2) A person may apply to the Regulator to inspect any of the documents listed in (1), and the Regulator may only consent to such inspection if it is satisfied that it is necessary for the purpose of questioning an election pursuant to Part 11. (3) The Regulator’s consent may be on any terms or conditions that it thinks necessary, including conditions as to –

(a) persons, (b) time, (c) place and mode of inspection, (d) production or opening,

and the corporation must only make the documents available for inspection in accordance with those terms and conditions. (4) On an application to inspect any of the documents listed in paragraph (1), –

(a) in giving its consent, the regulator, and (b) making the documents available for inspection, the corporation,

must ensure that the way in which the vote of any particular member has been given shall not be disclosed, until it has been established –

(i) that his or her vote was given, and (ii) that the regulator has declared that the vote was invalid.

Part 9 – Death of a candidate during a contested election fpp54. Countermand or abandonment of poll on death of candidate – (1) If, at a contested election, proof is given to the Returning Officer’s satisfaction before the result of the election is declared that one of the persons named or to be named as a candidate has died, then the Returning Officer is to



(a) countermand notice of the poll, or, if ballot papers have been issued, direct that the poll be abandoned within that constituency or class, and

(b) order a new election, on a date to be appointed by him or her in consultation with the corporation, within the period of 40 days, computed in accordance with rule 3 of these rules, beginning with the day that the poll was countermanded or abandoned.

(2) Where a new election is ordered under paragraph (1), no fresh nomination is necessary for any candidate who was validly nominated for the election where the poll was countermanded or abandoned but further candidates shall be invited for that constituency or class. (3) Where a poll is abandoned under paragraph (1)(a), paragraphs (4) to (7) are to apply. (4) The Returning Officer shall not take any step or further step to open envelopes or deal with their contents in accordance with rules 33 and 34, and is to make up separate sealed packets in accordance with rule 35. (5) The Returning Officer is to –

(a) count and record the number of ballot papers that have been received,

and (b) seal up the ballot papers into packets, along with the records of the

number of ballot papers. (6) The Returning Officer is to endorse on each packet a description of –

(a) its contents, (b) the date of the publication of notice of the election, (c) the name of the corporation to which the election relates, and (d) the constituency, or class within a constituency, to which the election

relates. (7) Once the documents relating to the poll have been sealed up and endorsed pursuant to paragraphs (4) to (6), the Returning Officer is to deliver them to the Chairman of the corporation, and rules 52 and 53 are to apply. stv54. Countermand or abandonment of poll on death of candidate – (1) If, at a contested election, proof is given to the Returning Officer’s satisfaction before the result of the election is declared that one of the persons named or to be named as a candidate has died, then the Returning Officer is to –

(a) publish a notice stating that the candidate has died, and (b) proceed with the counting of the votes as if that candidate had been

excluded from the count so that –



(ii) ballot papers which only have a first preference recorded for the candidate that has died, and no preferences for any other candidates, are not to be counted, and

(iii) ballot papers which have preferences recorded for other candidates are to be counted according to the consecutive order of those preferences, passing over preferences marked for the candidate who has died.

(2) The ballot papers which have preferences recorded for the candidate who has died are to be sealed with the other counted ballot papers pursuant to rule 49(1)(a). Part 10 – Election expenses and publicity Election expenses 55. Election expenses – Any expenses incurred, or payments made, for the purposes of an election which contravene this Part are an electoral irregularity, which may only be questioned in an application to the regulator under Part 11 of these rules. 56 Expenses and payments by candidates - A candidate may not incur any expenses or make a payment (of whatever nature) for the purposes of an election, other than expenses or payments that relate to –

(a) personal expenses, (b) travelling expenses, and expenses incurred while living away from

home, and (c) expenses for stationery, postage, telephone, internet (or any similar

means of communication) and other petty expenses, to a limit of £100. 57. Election expenses incurred by other persons – (1) No person may -

(a) incur any expenses or make a payment (of whatever nature) for the purposes of a candidate’s election, whether on that candidate’s behalf or otherwise, or

(b) give a candidate or his or her family any money or property (whether as a gift, donation, loan, or otherwise) to meet or contribute to expenses incurred by or on behalf of the candidate for the purposes of an election.

(2) Nothing in this rule is to prevent the corporation from incurring such expenses, and making such payments, as it considers necessary pursuant to rules 58 and 59.



Publicity 58. Publicity about election by the corporation – (1) The corporation may –

(a) compile and distribute such information about the candidates, and (b) organise and hold such meetings to enable the candidates to speak

and respond to questions, as it considers necessary. (2) Any information provided by the corporation about the candidates, including information compiled by the corporation under rule 59, must be –

(a) objective, balanced and fair, (b) equivalent in size and content for all candidates, (c) compiled and distributed in consultation with all of the candidates

standing for election, and (d) must not seek to promote or procure the election of a specific candidate

or candidates, at the expense of the electoral prospects of one or more other candidates.

(3) Where the corporation proposes to hold a meeting to enable the candidates to speak, the corporation must ensure that all of the candidates are invited to attend, and in organising and holding such a meeting, the corporation must not seek to promote or procure the election of a specific candidate or candidates at the expense of the electoral prospects of one or more other candidates. 59. Information about candidates for inclusion with voting documents - (1) The corporation must compile information about the candidates standing for election, to be distributed by the Returning Officer pursuant to rule 24 of these rules. (2) The information must consist of –

(a) a statement submitted by the candidate of no more than 250 words, and

(b) a photograph of the candidate. 60. Meaning of “for the purposes of an election” - (1) In this Part, the phrase “for the purposes of an election” means with a view to, or otherwise in connection with, promoting or procuring a candidate’s election, including the prejudicing of another candidate’s electoral prospects; and the phrase “for the purposes of a candidate’s election” is to be construed accordingly. (2) The provision by any individual of his or her own services voluntarily, on his or her own time, and free of charge is not to be considered an expense for the purposes of this Part.



Part 11 – Questioning elections and the consequence of irregularities 61. Application to question an election – (1) An application alleging a breach of these rules, including an electoral irregularity under Part 10, may be made to the regulator. (2) An application may only be made once the outcome of the election has been declared by the Returning Officer. (3) An application may only be made to the Regulator by -

(a) a person who voted at the election or who claimed to have had the right to vote, or

(b) a candidate, or a person claiming to have had a right to be elected at the election.

(4) The application must –

(a) describe the alleged breach of the rules or electoral irregularity, and (b) be in such a form as the Regulator may require.

(5) The application must be presented in writing within 21 days of the declaration of the result of the election. (6) If the Regulator requests further information from the applicant, then that person must provide it as soon as is reasonably practicable.

a. The Regulator shall delegate the determination of an application to a person or persons to be nominated for the purpose of the Regulator.

b. The determination by the person or persons nominated in accordance with Rule 61(7) shall be binding on and shall be given effect by the corporation, the applicant and the members of the constituency (or class within a constituency) including all the candidates for the election to which the application relates. c. The Regulator may prescribe rules of procedure for the determination of an application including costs. Part 12 – Miscellaneous 62. Secrecy – (1) The following persons –

(a) the Returning Officer, (b) the Returning Officer’s staff,

must maintain and aid in maintaining the secrecy of the voting and the counting of the votes, and must not, except for some purpose authorised by law, communicate to any person any information as to –



(i) the name of any member of the corporation who has or has not been given a ballot paper or who has or has not voted,

(ii) the unique identifier on any ballot paper, (iii) the candidate(s) for whom any member has voted.

(2) No person may obtain or attempt to obtain information as to the candidate(s) for whom a voter is about to vote or has voted, or communicate such information to any person at any time, including the unique identifier on a ballot paper given to a voter. (3) The Returning Officer is to make such arrangements as he or she thinks fit to ensure that the individuals who are affected by this provision are aware of the duties it imposes. 63. Prohibition of disclosure of vote – No person who has voted at an election shall, in any legal or other proceedings to question the election, be required to state for whom he or she has voted. 64. Disqualification – A person may not be appointed as a Returning Officer, or as staff of the Returning Officer pursuant to these rules, if that person is –

(a) a member of the corporation, (b) an employee of the corporation, (c) a Director of the corporation, or (d) employed by or on behalf of a person who has been nominated for

election. 65. Delay in postal service through industrial action or unforeseen event – If industrial action, or some other unforeseen event, results in a delay in –

(a) the delivery of the documents in rule 24, or (b) the return of the ballot papers and declarations of identity,

the Returning Officer may extend the time between the publication of the notice of the poll and the close of the poll, with the agreement of the Regulator.


Annex 6 – Additional Provisions – Board of Governors Page 63 of 107

ANNEX 6 – ADDITIONAL PROVISIONS – BOARD OF GOVERNORS

(Paragraph 13.2) 1. Persons also may not become or continue as a Governor of the Trust if:

1.1 they are a Director of the Trust, or a Governor or Director of another NHS Body, or of an independent / private sector healthcare provider. These restrictions do not apply to Appointed Partnership Governors;

1.2 being a member of the Public Constituency or the Service Users’ and Carers’ Constituency, they were or were entitled to be a member of one of the classes of the Staff Constituency at any point during the preceding two years;

1.3 being a member of the Public Constituency, they refuse to sign a declaration in the form specified by the Board of Governors of the particulars of their qualification to vote as a member of the Trust, and that they are not prevented from being a member of the Board of Governors;

1.4 they are the subject of a sex offender order;

1.5 they have within the preceding two years been dismissed, otherwise

than by reason of redundancy, expiry of a fixed-term contract, disability, ill health or age from any paid employment with a health service body. In other cases of dismissal, such as capability, an individual may be permitted to become a Governor, at the discretion of the Trust, and subject to full disclosure of the relevant circumstances and facts concerning their dismissal;

1.6 they are a person whose tenure of office as the Chair 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;

1.7 they have had their name removed, by a direction under the National Health Service Act 2006, or have otherwise been disqualified or suspended from any health care profession, and have not subsequently had their name included in such a list or had their qualification reinstated or suspension lifted (as applicable);

1.8 they are incapable, by reason of mental disorder, illness or injury, of managing and administering their property and affairs;


Annex 6 – Additional Provisions – Board of Governors Page 64 of 107

1.9 they are an Elected Governor and they cease to be a member of the constituency or class by which they were elected. This may include, but is not restricted to, the reasons for ceasing to be a member identified in Annex 9;

1.10 they are a Governor appointed by a partnership organisation and they cease to be sponsored by their partnership organisation;

1.11 they are the spouse, partner, parent or child of a member of the Board of Directors of the Trust;

1.12 they are a member of the local authority’s Overview and Scrutiny Committee covering health matters;

1.13 they fail to or indicate that they are unwilling to act in the best interests of the Trust and in accordance with The Seven Principles of Public Life laid out by the Committee on Standards in Public Life in its first report as amended from time-to-time;

1.14 they fail to agree (or, having agreed, fail) to abide by the values of the Trust’s principles.

2. Criticism of a Governor’s actions, accepted as a prima facie case to be heard,

is to be reviewed by a sub-committee of the Board of Governors in accordance with the Trust’s Code of Conduct for Governors, which is based on the Monitor Code of Governance paragraph D.2.3..

3. Governors are required to inform the Chair if they become disqualified for

appointment within 14 days of them becoming disqualified.


Annex 7 – Standing Orders for the Practice and Procedure of the Board of Governors Page 65 of 107

ANNEX 7 – STANDING ORDERS FOR THE PRACTICE AND PROCEDURE OF THE BOARD OF GOVERNORS

(Paragraph 15)

1. Interpretation and Definitions for the Standing Orders

1.1 Save as otherwise permitted by law, at any meeting the Chair of the Trust shall be the final authority on the interpretation of Standing Orders (on which they should be advised by the Trust Secretary).

1.2 Any expression to which a meaning is given in or by virtue of the

National Health Service Act 2006, or any legislation amending, re-enacting or replacing it, shall have the same meaning in these Standing Orders and in addition: 1.2.1 "Trust" means the Norfolk and Suffolk NHS Foundation Trust;

In the event of the Suffolk merger (the proposed acquisition by the Trust of the whole or a substantial part of the assets and undertaking of Suffolk Mental Health Partnership NHS Trust), the name of the NHS Foundation Trust will be Norfolk and Suffolk NHS Foundation Trust (the Trust) and will take effect from the date of the merger.

1.2.2 "Board of Directors" means the Trust Chair, Executive and other Non-Executive Directors of the Trust collectively;

1.2.3

‘Board of Governors’ means the Board of Governors as constituted in accordance with this Constitution, which has the same meaning as the Council of Governors in the 2006 Act; “Board of Governors” means the Governors of the Trust collectively; 1.2.4 "Chair of the Board of Directors (Trust)" or “Chair” is the person appointed by the Board of Governors to lead the Board of Directors and to ensure that it successfully discharges its overall responsibility for the Trust as a whole. The expression “the Chair of the Trust” shall be deemed to include the Deputy Chair of the Trust if the Chair is absent from the meeting or is otherwise unavailable;



1.2.5 “Trust Secretary" means a person appointed to act independently of the Board of Directors to provide advice on corporate governance issues to the Board of Directors, Board of Governors and the Chair, and monitor the Trust’s compliance with the law, its terms of authorisation, binding guidance issued by Monitor, the Trust’s Standing Orders, and (where applicable to the Trust) Department of Health guidance.

2 Standing Orders for Governors – Principle (see also Annex 6 of the Constitution)

2.1 These Standing Orders and all relevant provisions of the Trust’s Constitution (including but not limited to Annex 6) shall apply to the Board of Governors.

2.2 All Governors’ business shall be conducted in the name of the Trust.

3. Composition of the Board of Governors

3.1 The composition of the Board of Governors shall be in accordance with paragraph 10 and Annex 4 and Annex 4A of the Trust’s Constitution.

4. Appointment and removal of the Chair and Deputy Chair of the Board of Governors

4.1 These appointments shall be made by the Governors in accordance

with paragraphs 21, 22 and 23 of the Trust’s Constitution.

5. Duties of Deputy Chair 5.1 Where the Chair of the Trust has died, or has otherwise ceased to hold

office, or where he / she has been unable to perform his / her duties as Chair owing to illness, absence from England and Wales or any other cause, references to the Chair shall, so long as there is no Chair able to perform the Chair’s duties, be taken to include references to the Deputy Chair.

6. Meetings of the Board of Governors 6.1 Meetings held in Public

6.1.1 Meetings of the Board of Governors shall be held at least four times each year at times and places that the Board of Governors may determine.



6.1.2 Meetings of the Board of Governors shall be held in public except in the circumstances specified in paragraph 14.2 of the Trust’s Constitution.

6.2 Calling Meetings

6.2.1 Notwithstanding 6.1.1 above, the Chair may, in exceptional circumstances, call a meeting of the Board of Governors at any time. 6.2.2 If the Chair refuses to call a meeting after a requisition for that purpose, signed by a majority of the Governors, or if without so refusing the Chair does not call a meeting within fourteen (14) days after requisition to do so, then the Governors may forthwith call a meeting provided they have been requisitioned to do so by more than 50% of their members.

7. Notice of meetings of the Board of Governors

Before each meeting of the Board of Governors, a notice of the meeting specifying the business proposed to be transacted at it, and signed by the Chair, or by an Officer of the Trust authorised by the Chair to sign on their behalf, shall be delivered or emailed to every Governor, or sent by post to the usual place of residence of such Governor, so as to be available to him / her at least seven (7) calendar days before the meeting. Lack of service of the notice on any Governor shall not affect the validity of a meeting. 7.1 Notwithstanding the above requirement for notice, the Chair may waive notice on written receipt of the agreement of at least 50% of Governors.

7.2 In the case of a meeting called by Governors in default of the Chair, the notice shall be signed by those Governors calling the meeting and no business shall be transacted at the meeting other than that specified in the notice.

7.3 Failure to serve such a notice on more than three-quarters of Governors will invalidate the meeting. A notice will be presumed to have been served at the time at which the notice would be delivered in the ordinary course of the post.

8. Setting the agenda



8.1 The Board of Governors may determine that certain matters shall appear on every agenda for a meeting of the Board of Governors and shall be addressed prior to any other business being conducted.

8.2 A Governor desiring a matter to be included on an agenda shall make

his / her request in writing to the Chair at least fifteen (15) calendar days before the meeting. Requests made less than fifteen (15) calendar days before a meeting may be included on the agenda at the discretion of the Chair.

9. Notices of motions

9.1 A Governor of the Trust desiring to move or amend a motion shall send a written notice thereof at least ten (10) calendar days before the meeting to the Chair, who shall insert in the agenda for the meeting. All notices so received are subject to the notice given being permissible under any applicable regulations. This paragraph shall not prevent any motion being moved during the meeting, without notice, on any business mentioned on the agenda subject to SO 9.5 below.

9.2 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.

9.3 Notice of motion to amend or rescind any resolution (or the general

substance of any resolution), which has been passed within the preceding six (6) calendar months, shall bear the signature of the Governors who give it and also the signature of four (4) other Governors. When any such motion has been disposed of by the Board of Governors it shall not be competent for any Governor, other than the Chair, to propose a motion to the same effect within the next six (6) months; however the Chair may do so if he / she considers it appropriate.

9.4 The mover of a motion shall have a right of reply at the close of any discussion on the motion or any amendment thereto.

9.5 When a motion is under discussion or immediately prior to discussion it shall be open to a Governor to move:

9.5.1 an amendment to the motion; 9.5.2 the adjournment of the discussion or the meeting;



9.5.3 the appointment of an ad-hoc committee to deal with a specific item of business; 9.5.4 that the meeting proceed to the next business; 9.5.5 that the motion be now put. Such a motion, if seconded, shall be disposed of before the motion which was originally under discussion or about to be discussed. 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.

9.6 In the case of motions under paragraphs 9.5.4 and 9.5.5, to ensure objectivity, motions may only be put by a Governor who has not previously taken part in the debate.

10. Chair’s ruling

10.1 Statements of Governors made at meetings of the Board of Governors 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 observed at the meeting.

11. Voting

11.1 Decisions at meetings shall be determined by a majority of the votes of

the Governors present and voting. In the case of any equality of votes, the person presiding shall have a casting vote.

11.2 All decisions 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 Governors present so request.

11.3 If at least one-third of the Governors present so request, the voting

(other than by paper ballot) on any question may be recorded to show how each Governor present voted or abstained.

11.4 If a Governor so requests, their vote shall be recorded by name upon

any vote (other than by paper ballot). 11.5 In no circumstances may an absent Governor vote by proxy. Absence

is defined as being absent at the time of the vote.



12. Suspension of Standing Orders

12.1 Except where this would contravene any statutory provision, any one or more of these Standing Orders may be suspended at any meeting, provided that at least two-thirds of members of the Board of Governors are present and that a majority of those present vote in favour of suspension.

12.2 A decision to suspend these Standing Orders shall be recorded in the

minutes of the meeting. 12.3 A separate record of matters discussed during the suspension of these

Standing Orders shall be made and shall be available to the Directors. 12.4 No formal business may be transacted while these Standing Orders are

suspended. 12.5 The Audit and Risk Committee shall review every decision made by the

Governors to suspend these Standing Orders. 13. Variation and amendment of Standing Orders

13.1 These Standing Orders shall be amended only if:

13.1.1 a notice of motion has been given; and 13.1.2 no fewer than half the total of the Governors vote in favour of

amendment ; and 13.1.3 at least two-thirds of the Governors are present; and 13.1.4 the variation proposed does not contravene a statutory provision

or any requirement of Monitor. 14. Record of attendance

The names of the Governors present at the meeting shall be recorded in the minutes.



15. Minutes

15.1 The Minutes of the proceedings of the meeting shall be drawn up and maintained as a public record. They will be submitted for agreement at the next meeting where they will be signed by the person presiding at it.

15.2 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.

15.3 Minutes shall be circulated in accordance with the Governors’ wishes.

The Minutes of the meeting shall be made available to the public except for minutes relating to business conducted when members of the public are excluded under the terms of paragraph 14.2 of the Trust’s Constitution.

16. Quorum

16.1 No business shall be transacted at a meeting of the Board of Governors unless at least one-third of the whole number of the Governors is present.

16.2 If a Governor has been disqualified from participating in the discussion

on any matter and / or from voting on any resolution by reason of the declaration of a conflict of interest he / she 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.

17. Arrangements for delegation

17.1 The Board of Governors may agree from time-to-time to establish

committees or sub-committees, which it has formally constituted, to assist it in the carrying out of its duties. The constitution and terms of reference of these committees, or sub-committees, and their specific powers shall be approved by the Board of Governors. However such committees may not be decision making.

18. Committees



18.1 The Board of Governors may appoint committees of the Board consisting wholly of persons who are Governors. Non-Governors may attend such committees if appropriate under the Committee’s terms of reference but they shall have no vote.

18.2 A committee so appointed may appoint sub-committees consisting

wholly of persons who are Governors. Non-Governors may attend such committees if appropriate under the Committee’s terms of reference but they shall have no vote.

18.3 These Standing Orders, as far as they are applicable, shall apply with

appropriate alteration to meetings of any committees or sub-committees so established by the Board of Governors.

18.4 Each such committee or sub-committee shall have such terms of reference and powers and be subject to such conditions (as to reporting back to the Board of Governors) as the Board of Governors shall decide. Such terms of reference shall have effect as if incorporated into these Standing Orders.

18.5 Committees may not delegate their responsibilities to a sub-committee

unless expressly authorised by the Board of Governors. 18.6 The Board of Governors shall approve the membership of all

committees and sub-committees that it has formally constituted and shall determine the Chairman of each committee and / or sub-committee.

19. Confidentiality

19.1 A member of the Board of Governors or an attendee on a committee of the Board of Governors shall not disclose a matter dealt with by, or brought before, the Board of Governors without its permission or until the committee shall have reported to the Board of Governors or shall otherwise have concluded on that matter.

19.2 A Governor or a Non-Governor in attendance at a committee shall not

disclose any matter dealt with by the committee, notwithstanding that the matter has been reported or action has been concluded, if the Board of Governors or committee resolves that it is confidential.

20. Declaration of interests

20.1 Governors are required to comply with the Trust’s Standards of Business Conduct and to declare interests that are relevant and



material to the Board of Governors. All Governors should declare such interests on appointment and on any subsequent occasion that a conflict arises.

20.2 Interests regarded as “relevant and material” are:

20.2.1 directorships, including Non-Executive Directorships held in private companies or public limited companies (with the exception of those of dormant companies); 20.2.2 ownership or part-ownership of private companies, businesses or consultancies likely or possibly seeking to do business with the NHS;

20.2.3 employment with any private company, business or consultancy; 20.2.4 significant shareholdings (more than 5%) in organisations likely or possibly seeking to do business with the NHS;

20.2.5 a position of authority in a charity or voluntary organisation in the field of health and social care;

20.2.6 any connection with a voluntary or other organisation contracting for NHS services.

20.3 If a Governor has any doubt about the relevance of an interest, that

Governor should discuss it with the Trust Secretary who shall advise that Governor whether or not to disclose the interest.

20.4 At the time Governors’ interests are declared, they should be recorded

in the Board of Governors minutes and entered on a Register of Interests of Governors to be maintained by the Secretary. Any changes in interests should be declared at the next Board of Governors meeting following the change occurring.

20.5 Governors’ Directorships of companies likely or possibly seeking to do

business with the NHS should be published in the Trust’s Annual Report.

20.6 During the course of a Board of Governors meeting, if a conflict of

interest is established, the Governor concerned shall, unless two-thirds of those Governors present agree otherwise, withdraw from the meeting and play no part in the relevant discussion or decision.

20.7 There is no requirement for the interests of Governors’ spouses or

partners to be declared. 21. Register of Interests



21.1 The Trust Secretary will ensure that a Register of Interests is

established to record formally declarations of interests of Governors. 21.2 Details of the Register will be kept up-to-date and reviewed annually.

The Register will be available to the public and published on the Trust’s website.

22. Compliance – Other matters

22.1 All Governors shall comply with the “Standards of Business Conduct for NHS staff” set by the Board of Directors for the guidance of all staff employed by the Trust.

22.2 All Governors of the Trust shall comply with Standing Financial

Instructions prepared by the Director of Finance and approved by the Board of Directors for the guidance of all staff employed by the Trust.

22.3 All Governors shall comply with the Trust’s Code of Conduct for

Governors

23. Senior Independent Director 23.1 The Board of Governors is entitled to be consulted by the Board of

Directors on the appointment of the Trust’s Senior Independent Director.

23.2 The role of the Senior Independent Director is as set out in the Trust’s

“Senior Independent Director role description”, as amended from time-to-time.


Annex 8 – Standing Orders for the Practice and Procedure of the Board of Directors Page 75 of 107

ANNEX 8 – STANDING ORDERS FOR THE PRACTICE AND PROCEDURE OF THE BOARD OF DIRECTORS

(Paragraph 27)

A. INTERPRETATIONS & DEFINITIONS 1. Interpretation and definitions for the Standing Orders and Standing

Financial Instructions

1.1 Save as otherwise permitted by law, at any meeting the Chair of the Trust shall be the final authority on the interpretation of Standing Orders (on which they should be advised by the Chief Executive or Trust Secretary).

1.2 Any expression to which a meaning is given in or by virtue of the

National Health Service Act 2006, or any legislation amending or re-enacting it, shall have the same meaning in these Standing Orders and Standing Financial Instructions and in addition:

1.2.1 "Accounting Officer" means the Officer responsible and accountable for funds entrusted to the Trust. The Officer shall be responsible for ensuring the proper stewardship of public funds and assets. For this Trust it shall be the Chief Executive; 1.2.2 "Trust" means the Norfolk and Suffolk NHS Foundation Trust;


1.2.3 "Board of Directors" means the Trust Chair, Executive and Non-Executive Directors of the Trust collectively;

1.2.4 ‘Board of Governors’ means the Board of Governors as constituted in accordance with this Constitution, which has the same meaning as the Council of Governors in the 2006 Act; “Board of Governors” means the Governors of the Trust collectively;

Formatted: Font: Bold



1.2.5 "Budget" means a resource, expressed in financial terms, proposed by the Board of Directors for the purpose of carrying out, for a specific period, any or all of the functions of the Trust; 1.2.6 “Budget holder” means the Director or employee with delegated authority to manage finances (Income and Expenditure) for a specific area of the organisation; 1.2.7 "Chair of the Board of Directors (Trust)" or “Chair” is the person appointed by the Board of Governors to lead the Board of Directors and to ensure that it successfully discharges its overall responsibility for the Trust as a whole. The expression “the Chair of the Trust” shall be deemed to include the Deputy Chair of the Trust if the Chair is absent from the meeting or is otherwise unavailable; 1.2.8 "Chief Executive" means the Chief Officer of the Trust; 1.2.9 “Service Governance Sub-Committee" means a sub-

committee of the Audit and Risk Committee whose functions are concerned with the arrangements for the purpose of monitoring and improving the quality of healthcare for which the Trust has responsibility;

1.2.10 "Commissioning" means the process for determining the need for and for obtaining the supply of healthcare and related services by the Trust within available resources; 1.2.11 "Committee" means a committee or sub-committee created and appointed by the Board of Directors; 1.2.12 "Committee members" means persons formally appointed by the Board of Directors to sit on or to chair specific committees; 1.2.13 a “person” includes a company and is “connected” with a Director for the purposes of these Standing Orders if the Director is their spouse, civil partner, co-habiting partner, minor child, minor step-child, business partner or a company of which the Director, or any person connected with him / her, is a Director or in which he / she and all persons connected with him / her are interested in shares carrying one-fifth of the voting rights or comprising one-fifth of the nominal value of the company’s capital. 1.2.14 "Contracting and procuring" means the systems for obtaining the supply of goods, materials, manufactured items, services, building and engineering services, works of construction and maintenance and for disposal of surplus and obsolete assets;



1.2.15 “Deputy Chair" means the Non-Executive Director appointed by the Board of Governors to take on the Chair’s duties if the Chair is absent for any reason; 1.2.16 "Director of Finance" means the Chief Financial Officer of the Trust; 1.2.17 “Executive Director” means a Director who is also an employee of the Trust; 1.2.18 “Funds held on trust” shall mean those funds which the Trust holds on date of incorporation, or subsequently receives as Trust funds. Such funds may or may not be charitable; 1.2.19 "Nominated Officer" means an Officer charged with the responsibility for discharging specific tasks within Standing Orders and Standing Financial Instructions; 1.2.20 “Non-Executive Director" means a Director of the Trust who is not an employee of the Trust. 1.2.21 “Trust Secretary" means a person appointed to act

independently of the Board of Directors to provide advice on corporate governance issues to the Board of Directors, Board of Governors and the Chair, and monitor the Trust’s compliance with the law, Standing Orders, the Trust’s terms of authorisation as an NHS Foundation Trust, the Trust’s constitution and binding guidance issued by Monitor (together the “Regulatory Framework”).

1.0.22 "SFIs" means Standing Financial Instructions. 1.2.23 "SOs" means Standing Orders.

B. INTRODUCTION 2. Frameworks

2.1 Statutory Framework

2.1.1 The Norfolk and Waveney Mental Health NHS Foundation Trust is a statutory body which came into existence on 1 Feb 2008 upon its authorisation as an NHS Foundation Trust by the Independent Regulator for NHS Foundation Trusts (“Monitor”)




2.1.2 The principal place of business of the Trust shall be at such a

place as the Board of Directors shall decide. 2.1.3 NHS Foundation Trusts are governed by the Regulatory

Framework. 2.1.4 The functions of the Trust are conferred by the National Health

Service Act 2006.

2.1.5 As a statutory body, the Trust has power to contract in its own name and to act as a corporate trustee. In the latter role it is accountable to the Charity Commission for those funds deemed to be charitable.

2.1.6 The Regulatory Framework requires the Board of Directors to

adopt Standing Orders for the regulation of its proceedings and business. The Trust has also decided to adopt Standing Financial Instructions (SFIs) setting out the responsibilities of individuals in relation to financial matters.

2.1.7 The Trust will also be bound by such other statutes and legal

provisions which govern the conduct of its affairs.

2.2 Framework The Board of Directors has drawn up a schedule of decisions reserved to the Board of Directors, and wishes to ensure that management arrangements are in place to enable responsibility to be clearly delegated to senior Executives (a scheme of delegation). The Regulatory Framework requires the establishment of Audit and Risk, and Remuneration and Terms of Service Committees with formally agreed terms of reference. The Code of Conduct and Code of Accountability in the NHS makes various requirements concerning possible conflicts of interest of Board members.



2.3 Delegation of Powers

The Trust has powers to delegate and make arrangements for delegation. The Standing Orders set out the detail of these arrangements. Under the Standing Orders relating to the Arrangements for the Exercise of Functions (Section F of Annex 8) the Trust is given powers to "make arrangements for the exercise, on behalf of the Trust of any of their functions by a committee or sub-committee or by an Officer of the Trust, in each case subject to such restrictions and conditions as the Trust thinks fit ". Delegated Powers are covered in a separate document (Reservation of Powers to the Board and Delegation of Powers). This document has effect as if incorporated into the Standing Orders. Delegated Powers are covered in a separate document entitled – ‘Schedule of Matters reserved to the Board and Scheme of Delegation’ and have effect as if incorporated into the Standing Orders and Standing Financial Instructions.

C. THE BOARD OF DIRECTORS: COMPOSITION OF MEMBERSHIP,

TENURE AND ROLE OF MEMBERS 3. Composition of the membership of the Board of Directors

3.1 In accordance with the Trust’s constitution the composition of the Board of Directors shall be:

3.1.1 The Chair of the Trust (appointed by the Governors), Non-

Executive Director; 3.1.2 Up to seven other Non-Executive Directors (appointed by the

Governors); 3.1.3 Up to seven Executive Directors including:

• the Chief Executive; • the Director of Finance; • at least one of the Executive Directors is to be a registered

medical practitioner or a registered dentist (within the meaning of the Dentists Act 1984);

• one of the Executive Directors is to be a registered nurse or a registered midwife.



4. Appointment of Chair and Non-Executive Directors of the Trust

The Board of Governors at a general meeting of the Board of Governors shall appoint or remove the Chair of the Trust and the other Non-Executive Directors.

5. Terms of Office of the Chair and Non-Executive Directors

Non-Executive Directors and the Trust’s Chair may not hold office for longer than nine (9) years in total.

6. Appointment and powers of Deputy Chair

6.1 The Board of Governors of the Trust may appoint one of the Non-Executive Directors to be Deputy Chair, for such period, not exceeding the remainder of his / her term as a Non-Executive Director, as they may specify on appointing him / her.

6.2 Any Director so appointed may at any time resign from the office of

Deputy by giving notice in writing to the Chair. 6.3 Where the Chair of the Trust has died or has ceased to hold office, or

where they have been unable to perform their duties as Chair owing to illness or any other cause, the Deputy Chair shall act as Chair until a new Chair is appointed or the existing Chair resumes their duties, as the case may be. References to the Chair in these Standing Orders shall, so long as there is no Chair able to perform those duties, be taken to include references to the Deputy Chair.

7. Role of members

The Board of Directors will function as a corporate decision-making body. Executive Directors and Non-Executive Directors will be full and equal members. Their role as members of the Board of Directors will be to consider the key strategic and managerial issues facing the Trust in carrying out its statutory and other functions. Section 57 of Annex 8 provides the supporting principles for Board members as outlined in “The NHS Foundation Trust Code of Governance” document.

7.1 Executive Directors



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

7.2 Chief Executive

The Chief Executive shall be responsible for the overall performance of the executive functions of the Trust. The Chief Executive is the Accounting Officer for the Trust and shall be responsible for ensuring the discharge of obligations under Financial Directions and in line with the requirements of the NHS Foundation Trust Accounting Officer Memorandum.

7.3 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. The Director of Finance shall be responsible along with the Chief Executive for ensuring the discharge of obligations under relevant Financial Directions.

7.4 Non-Executive Directors

The Non-Executive Directors 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.

7.5 Chair

7.5.1 The Chair shall be responsible for the operation of the Board of

Directors and chair all Board meetings when present. The Chair has certain delegated executive powers. The Chair must comply with the terms of appointment and with these Standing Orders.

7.5.2 The Chair shall take responsibility either directly or indirectly for

the induction, portfolios of interests and assignments, and the performance of Non-Executive Directors.

7.5.3 The Chair shall work in close harmony with the Chief Executive

and shall ensure that key and appropriate issues are discussed by the Board of Directors in a timely manner with all the necessary information and advice being made available to the Board of Directors to inform the debate and ultimate resolutions.



7.6 Senior Independent Director

7.6.1 The Board of Directors should in consultation with the Board of Governors appoint a Non-Executive Director, to be the Senior Independent Director, for such period, not exceeding the remainder of his / her term as a Non-Executive Director, as they may specify on appointing him / her. The Senior Independent Director shall perform the role set out in the Trust's "Senior Independent Director Job Description", as amended from time-to-time by resolution of the Board of Directors.

7.6.2 Any Non-Executive Director so appointed may at any time resign

from the office of Senior Independent Director by giving notice in writing to the Chair. The Board of Directors may thereupon in consultation with the Board of Governors appoint another Non-Executive Director as Senior Independent Director.

8. Corporate role of the Board of Directors

8.1 All business shall be conducted in the name of the Trust. 8.2 All funds received in trust shall be held in the name of the Trust as

corporate trustee. 8.3 The powers of the Trust established under statute shall be exercised by

the Board except as otherwise provided for in Section F of Annex 8. 8.4 The Board of Directors shall define and regularly review the functions it

exercises on behalf of the Secretary of State. 9. Schedule of matters reserved to the Board of Directors and Scheme of

Delegation

The Board of Directors has resolved that certain powers and decisions may only be exercised by the Board of Directors in formal session. These powers and decisions are set out in the ‘Schedule of Matters Reserved to the Board’ and shall have effect as if incorporated into the Standing Orders. Those powers which it has delegated to Officers and other bodies are contained in the Scheme of Delegation.



10. Lead roles for Board members

The Chair will ensure that the designation of Lead roles or appointments of Board members as required by the Regulatory Framework or as set out in any statutory or other guidance binding on the Trust will be made in accordance with that requirement or guidance

D. MEETINGS OF THE BOARD OF DIRECTORS 11 Calling meetings

11.1 Ordinary meetings of the Board of Directors shall be held at regular intervals at such times and places as the Board of Directors may determine.

11.2 The Chair of the Trust may call a meeting of the Board of Directors at

any time. 11.3 One-third or more members of the Board of Directors may requisition a

meeting in writing. If the Chair refuses, or fails, to call a meeting within seven days of a requisition being presented, the members signing the requisition may forthwith call a meeting.

12. Notice of meetings and the business to be transacted

12.1 Before each meeting of the Board of Directors a written notice specifying the business proposed to be transacted shall be delivered or emailed to every member, or sent by post to the usual place of residence of each member, so as to be available to members seven (7) calendar days before the meeting. The notice shall be signed by the Chair, or by an Officer authorised by the Chair to sign on their behalf. Want of service of such a notice on any member shall not affect the validity of a meeting.

12.2 In the case of a meeting called by members in default of the Chair

calling the meeting, the notice shall be signed by those members. 12.3 No business shall be transacted at the meeting other than that specified

on the agenda, or emergency motions allowed under SO 17 below.



12.4 A member desiring a matter to be included on an agenda shall make

his / her request in writing to the Chair at least fifteen (15) clear days before the meeting. The request should include appropriate supporting information. Requests made less than fifteen (15) days before a meeting may be included on the agenda at the discretion of the Chair.

13 Agenda and supporting papers

The Agenda will be sent to members seven (7) calendar days before the meeting and supporting papers, whenever possible, shall accompany the agenda, but will certainly be dispatched no later than three (3) calendar days before the meeting, save in emergency.

14 Petitions

Where a petition has been received by the Trust the Chair shall include the petition as an item for the agenda of the next meeting.

15 Notice of motion

15.1 Subject to the provision of SO 18 ‘Motions: Procedure at and during a meeting’, a member of the Board of Directors wishing to move a motion shall send a written notice to the Chief Executive who will ensure that it is brought to the immediate attention of the Chair.

15.2 The notice shall be delivered at least fifteen (15) clear days before the

meeting. The Chief Executive 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.

16 Emergency motions Subject to the agreement of the Chair, and subject also to the provision of SO 17 ‘Motions: Procedure at and during a meeting’, a member of the Board of Directors 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 of Directors at the commencement of the business of



the meeting as an additional item included in the agenda. The Chair's decision to include the item shall be final.

17 Motions – Procedure at, and during, a meeting

17.1 Who may propose

A motion may be proposed by the Chair of the meeting, or any member present. It must also be seconded by another member.

17.2 Contents of motions The Chair 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 reception of a report; � consideration of any item of business before the Board of

Directors; � the accuracy of minutes; � that the Board of Directors proceed to next business; � that the Board of Directors adjourn; � that the question be now put.

17.3 Amendments to motions

17.3.1 A motion for amendment shall not be discussed unless it has been proposed and seconded.

17.3.2 Amendments to motions shall be moved relevant to the motion,

and shall not have the effect of negating the motion before the Board of Directors.

17.3.3 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.

17.4 Rights of reply to motions

17.4.1 Amendments: The mover of an amendment may reply to the debate on their amendment immediately prior to the mover of the original motion, who shall have the right of reply at the close of debate on the amendment, but may not otherwise speak on it.



17.4.2 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.

17.5 Withdrawing a motion

17.5.1 A motion, or an amendment to a motion, may be withdrawn. 17.6 Motions once under debate

17.6.1 When a motion is under 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.

17.6.2 In those cases where the motion is either that the meeting

proceeds to the ‘next business’ or ‘that the question be now put’ in the interests of objectivity these should only be put forward by a member of the Board of Directors who has not taken part in the debate and who is eligible to vote.

17.6.3 If a motion to proceed to the next business or that the question

be now put is carried, the Chair 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.

17.7 Motion to Rescind a Resolution

17.7.1 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 Board member who gives it and also the signature of three other Board members, and before considering any such motion of which notice shall have been given, the Board of Directors may refer the matter to any appropriate committee or the Chief Executive for recommendation.

17.7.2 When any such motion has been dealt with by the Board of

Directors it shall not be competent for any Director, other than the Chair, to propose a motion to the same effect within six (6) months. This Standing Order shall not apply to motions moved



in pursuance of a report or recommendations of a committee or the Chief Executive.

18. Chair of the meeting

18.1 At any meeting of the Board of Directors, the Chair, if present, shall

preside. If the Chair is absent from the meeting, the Deputy Chair (if the Board of Directors has appointed one), if present, shall preside.

18.2 If the Chair and Deputy Chair are absent, such Non-Executive Director

as the members present shall choose shall preside. 19 Chair’s ruling

The decision of the Chair of the meeting on questions of order, relevancy and regularity (including procedure on handling motions) and their interpretation of the Standing Orders and Standing Financial Instructions, at the meeting, shall be final.

20 Quorum

20.1 No business shall be transacted at a meeting unless at least one-third

of the whole number of the Chair and members (including at least one Executive Director and at least one Non-Executive Director) is present.

20.2 An Officer in attendance for an Executive Director but without formal

acting up status may not count towards the quorum. 20.3 If the Chair or member 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 SO 52) 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.

21 Voting

21.1 Save as provided in SO 22 - Suspension of Standing Orders, and SO

23 - 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



members present and voting on the question. In the case of an equal vote, the person presiding (ie: the Chair of the meeting) shall have a second, and casting vote.

21.2 At the discretion of the Chair all questions put to the vote shall be

determined by oral expression or by a show of hands, unless the Chair directs otherwise, or it is proposed, seconded and carried that a vote be taken by paper ballot.

21.3 If at least one-third of the members present so request, the voting on

any question may be recorded so as to show how each member present voted or did not vote (except when conducted by paper ballot).

21.4 If a member so requests, their vote shall be recorded by name. 21.5 In no circumstances may an absent member vote by proxy. Absence is

defined as being absent at the time of the vote. 21.6 A manager 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.

21.7 A manager attending the Board of Directors’ 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. An Officer’s status when attending a meeting shall be recorded in the minutes.

22 Suspension of Standing Orders

22.1 Except where this would contravene any statutory provision 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 whole number of the members of the Board of Directors are present (including at least one Executive Director and at least one Non-Executive Director) and that at least two-thirds of those members present signify their agreement to such suspension. The reason for the suspension shall be recorded in the Board's minutes.

22.2 A separate record of matters discussed during the suspension of

Standing Orders shall be made and shall be available to the Chair and members of the Trust.

22.3 No formal business may be transacted while Standing Orders are

suspended.



22.4 The Audit and Risk Committee shall review every decision to suspend

Standing Orders. 23. Variation and amendment of Standing Orders

23.1 These Standing Orders shall not be varied except in the following circumstances: 23.1.1 upon a notice of motion under SO 16; 23.1.2 upon a recommendation of the Chair or Chief Executive; 23.1.3 that two-thirds of the Board of Directors 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;

23.1.4 providing that any variation or amendment does not contravene

a statutory provision. 24. Record of attendance

The names of the Chair and Directors present at the meeting shall be recorded.

25. Minutes

25.1 The minutes of the proceedings of a meeting shall be drawn up and submitted for agreement at the next ensuing meeting where they shall be signed by the person presiding at it.

25.2 No discussion shall take place upon the minutes except upon their

accuracy or where the Chair considers discussion appropriate. 26. Confidentiality of proceedings

26.1 Business transacted at meetings

26.1.1 Matters to be dealt with by the Board of Directors shall be confidential to the members of the Board of Directors.

26.1.2 Directors and any employee of the Trust in attendance shall not

reveal or disclose the contents of Board of Directors’ meetings or



reports or papers to be discussed at such meetings. This prohibition shall apply equally to the content of any discussion during the Board meeting which may take place on such reports or papers.

26.2 Use of Mechanical or Electrical Equipment for Recording or

Transmission of Meetings

26.2.1 Nothing in these Standing Orders shall be construed as permitting the introduction by any person of recording, transmitting, video or similar apparatus into meetings of the Trust or Committee thereof. Such permission shall be granted only upon resolution of the Trust.

27. Observers at Board of Directors’ meetings The Board of Directors 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 of Directors’ meetings and may change, alter or vary these terms and conditions as it deems fit.

E. APPOINTMENT OF COMMITTEES AND SUB-COMMITTEES 28. Appointment of committees

28.1 Subject to any constraints placed on them by the Regulatory Framework, the Board of Directors may appoint committees of the Trust.

28.2 The Trust shall determine the membership and terms of reference of

committees and sub-committees and shall if it requires to, receive and consider reports of such committees.

29. Applicability of Standing Orders and Standing Financial Instructions to

committees

The Standing Orders and Standing Financial Instructions of the Trust, as far as they are applicable, shall as appropriate apply to meetings and any committees established by the Trust. In which case the term “Chair” is to be read as a reference to the Chair of other committees as the context permits, and the term “member” is to be read as a reference to a member of other committee also as the context permits. (There is no requirement to hold meetings of committees established by the Trust in public.)



30. Terms of Reference

Each such committee shall have such Terms of Reference and powers and be subject to such conditions (as to reporting back to the Board of Directors), as the Board of Directors shall decide and shall be in accordance with the Regulatory Framework,. Such terms of reference shall have effect as if incorporated into the Standing Orders.

31. Delegation of powers by committees to sub-committees

Where committees are authorised to establish sub-committees they may not delegate executive powers to the sub-committee unless expressly authorised by the Board of Directors.

32. Approval of appointments to committees

The Board of Directors shall approve the appointments to each of the committees which it has formally constituted.

33. Appointments for Statutory functions

Where the Board of Directors is required to appoint persons to a committee and / or to undertake statutory functions as required by the Regulatory Framework, such appointments shall be made in accordance with the Regulatory Framework.

34. Committees established by the Board of Directors

The committees and sub-committees established by the Board of Directors are:

34.1 Audit and Risk Committee

34.1.1 An Audit and Risk Committee will be established and constituted

to provide the Board of Directors with an independent and objective review on its financial systems, financial information and compliance with laws, clinical governance, clinical risk management and quality accounts guidance and regulations applicable to the Trust. The terms of reference will be approved



by the Board of Directors and reviewed on a periodic basis. The committee will be known as the Audit and Risk Committee.

34.1.2 The Trust’s terms of authorisation require that the committee

comprises Non-Executive Directors, of which at least one must have recent, and relevant financial experience.

34.2 Remuneration and Terms of Service Committee

34.2.1 In accordance with the Trust’s constitution a Remuneration and

Terms of Service Committee will be established and constituted, comprised exclusively of Non-Executive Directors.

34.2.2 The purpose of the Committee will be to advise the Board of

Directors about appropriate remuneration and terms of service for the Chief Executive and other Executive Directors including:

� all aspects of salary (including any performance-related

elements / bonuses); � provisions for other benefits, including pensions and cars; � arrangements for termination of employment and other

contractual terms.

34.3 Trust and Charitable Funds Committee

In line with its role as a corporate trustee for any funds held in Trust, either as charitable or non-charitable funds, the Board of Directors will establish a Trust and Charitable Funds Committee to administer those funds in accordance with any statutory or other legal requirements or best practice required by the Charities Commission. The provisions of this Standing Order must be read in conjunction with SO 9 and the Trust’s Standing Financial Instructions.

34.4 Other Committees

The Board of Directors may also establish such other committees as required to discharge the Trust's responsibilities.



F. ARRANGEMENTS FOR THE EXERCISE OF TRUST FUNCTIONS BY

DELEGATION 35. Delegation of functions to committees and officers

Subject to compliance with the Regulatory Framework, the Board of Directors may make arrangements for the exercise, on its behalf, of any of its functions by a committee or sub-committee appointed by virtue of SO 37 or by an Officer of the Trust, in each case subject to such restrictions and conditions as the Trust thinks fit.

36. Emergency powers and urgent decisions

The powers which the Board of Directors has reserved to itself within these Standing Orders may in emergency, or for an urgent decision, be exercised by the Chief Executive and the Chair after having consulted at least two Non-Executive Directors. The exercise of such powers by the Chief Executive and Chair shall be reported to the next formal meeting of the Board of Directors for noting.

37. Delegation to committees The Board of Directors shall agree from time-to-time to the delegation of

executive powers to be exercised by other committees, or sub-committees, which it has formally constituted in accordance with the Regulatory Framework. The Constitution and Terms of Reference of these committees or sub-committees and their specific executive powers shall be approved by the Board of Directors in respect of its sub-committees.

38 Delegation to officers

38.1 Those functions of the Trust which have not been retained as reserved by the Board of Directors, or delegated to other committee or sub-committee, shall be exercised on behalf of the Trust by the Chief Executive. The Chief Executive shall determine which functions the Chief Executive will perform personally and shall nominate Officers to undertake the remaining functions for which the Chief Executive will still retain accountability to the Trust.

38.2 The Chief Executive shall prepare a Scheme of Delegation identifying

proposals which shall be considered and approved by the Board of



Directors. The Chief Executive may periodically propose amendment to the Scheme of Delegation which shall be considered and approved by the Board of Directors.

38.3 Nothing in the Scheme of Delegation shall impair the discharge of the direct accountability to the Board of Directors of the Director of Finance to provide information and advise the Board of Directors in accordance with the requirements of the Regulatory Framework. Outside these statutory requirements the roles of the Director of Finance shall be accountable to the Chief Executive for operational matters.

39. Schedule of matters reserved to the Trust and Scheme of Delegation of

powers

The arrangements made by the Board of Directors as set out in the "Schedule of Matters Reserved to the Board” and “Scheme of Delegation” of powers shall have effect as if incorporated in these Standing Orders.

40. Duty to report non-compliance with Standing Orders and Standing

Financial Instructions

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 members of the Board of Directors and staff have a duty to disclose any non-compliance with these Standing Orders to the Chief Executive and Trust Secretary as soon as possible.

G. OVERLAP WITH OTHER TRUST POLICY STATEMENTS / PROCEDURES,

REGULATIONS AND THE STANDING FINANCIAL INSTRUCTIONS

41. Policy Statements – General principles

The Board of Directors will from time-to-time agree and approve policy statements / procedures which will apply to all or specific groups of staff employed by the Trust. The decisions to approve such policies and procedures will be recorded in an appropriate Board of Directors minute and will be deemed where appropriate to be an integral part of the Trust's Standing Orders and Standing Financial Instructions.

42. Specific policy statements



42.1 Notwithstanding the application of SO 42 above, these Standing Orders and the Trust’s Standing Financial Instructions must be read in conjunction with the following Policy statements: 42.1.1 the Standards of Business Conduct for NHS Staff and Conflicts

of Interest Policy for the Trust staff; and 42.1.2 the staff disciplinary and appeals procedures adopted by the

Trust both of which shall have effect as if incorporated in these Standing Orders.

43. Standing Financial Instructions

Standing Financial Instructions adopted by the Board of Directors in accordance with the Financial Regulations shall have effect as if incorporated in these Standing Orders.

44. Specific guidance

44.1 These Standing Orders and the Trust’s Standing Financial Instructions must be read in conjunction with the Regulatory Framework, which includes the following statutes:

44.1.1 Caldicott Guardian 1997; 44.1.2 Human Rights Act 1998; 44.1.3 Freedom of Information Act 2000.

H. DUTIES AND OBLIGATIONS OF BOARD MEMBERS / DIRECTORS AND

SENIOR MANAGERS UNDER THESE STANDING ORDERS 45. Declaration of interests

45.1 Requirements for declaring interests and applicability to Board Members

45.1.1 The Code of Conduct and Code of Accountability in the NHS,

which has been adopted by the Trust, requires Board members to declare interests which are relevant and material to the Board of which they are a member. All existing Board members should declare such interests. Any Board members appointed subsequently should do so on appointment.

45.2 Interests which should be regarded as "relevant and material" are:



45.2.1 Directorships, including Non-Executive Directorships, held in

private companies or PLCs (with the exception of those of dormant companies);

45.2.2 ownership or part-ownership of private companies, businesses

or consultancies likely or possibly seeking to do business with the Trust;

45.2.3 majority or controlling share holdings in organisations likely or

possibly seeking to do business with the Trust; 45.2.4 a position of Authority in a charity or voluntary organisation in the

field of health and social care; 45.2.5 any connection with a voluntary or other organisation contracting

for NHS services; 45.2.6 research funding / grants that may be received by an individual

or their department; 45.2.7 interests in pooled funds that are under separate management. 45.2.8 Any member of the Board of Directors who comes to know that

the Trust has entered into or proposes to enter into a contract in which they or any person connected with them has any pecuniary interest, direct or indirect, the Board member shall declare his / her interest by giving notice in writing of such fact to the Trust Secretary as soon as practicable.

45.3 Advice on Interests

If Board members have any doubt about the relevance of an interest, this should be discussed with the Chair of the Trust or with the Trust Secretary. Financial Reporting (issued by the Accounting Standards Board) specifies that influence rather than the immediacy of the 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.

46. Recording of interests in Board of Directors’ minutes

46.1 At the time Board members' interests are declared, they should be recorded in the Board of Directors’ minutes.



46.2 Any changes in interests should be declared at the next Trust Board meeting following the change occurring and recorded in the minutes of that meeting.

47. Publication of declared interests in the Annual Report

Board members' Directorships of companies likely or possibly seeking to do business with the Trust should be published in the Trust's Annual Report. The information should be kept up-to-date for inclusion in succeeding Annual Reports.

48. Conflicts of interest which arise during the course of a meeting

During the course of a Board meeting, if a conflict of interest is established, the Board member concerned should withdraw from the meeting and play no part in the relevant discussion or decision. (See SO 52.2.1)

49. Register of Interests

49.1 The Chief Executive will ensure that a Register of Interests is established to record formally declarations of interests of Board or committee members. In particular the Register will include details of all Directorships and other relevant and material interests (as defined in above) which have been declared by both Executive and Non-Executive Board members.

49.2 These details will be kept up to date by means of a monthly review of

the Register in which any changes to interests declared during the preceding month will be incorporated.

49.3 The Register will be available to the public and the Chief Executive will

take reasonable steps to bring the existence of the Register to the attention of local residents and to publicise arrangements for viewing it.

49.4 Detailed guidance has been locally adopted by the Trust in line with the

“Standards of business conduct in the NHS” and “Code of Conduct for NHS Managers”. .

50. Exclusion of Chair and Members in proceedings on account of pecuniary

interest

50.1 Definition of terms used in interpreting ‘Pecuniary’ interest



50.1.1 For the sake of clarity, the following definition of terms is to be used in interpreting this Standing Order:

� "spouse" shall include any person who lives with another

person in the same household (and any pecuniary interest of one spouse shall, if known to the other spouse, be deemed to be an interest of that other spouse);

� "contract" shall include any proposed contract or other

course of dealing.

50.1.2 “Pecuniary interest”: Subject to the exceptions set out in this Standing Order, a person shall be treated as having an indirect pecuniary interest in a contract if: � that person, or a nominee of that person, is a member of a

company or other body (not being a public body), with which the contract is made, or to be made or which has a direct pecuniary interest in the same; or

� that person is a partner, associate or employee of any

person with whom the contract is made or to be made or who has a direct pecuniary interest in the same.

50.1.3 Exception to pecuniary interests: A person shall not be regarded

as having a pecuniary interest in any contract if:

� neither that person or any person connected with that person has any beneficial interest in the securities of a company of which he / she or such person appears as a member, or

� any interest that that person or any person connected with

that person may have in the contract is so remote or insignificant that it cannot reasonably be regarded as likely to influence him / her in relation to considering or voting on that contract, or

� those securities of any company in which that person (or

any person connected with that person) has a beneficial interest do not exceed £5 000 in nominal value or 1% of the total issued share capital of the company or of the relevant class of such capital, whichever is the less. Provided however, that where the paragraph above applies the person shall nevertheless be obliged to disclose / declare their interest in accordance with these Standing Orders.



51. Exclusion in proceedings of the Board of Directors 51.1 Subject to the following provisions of this Standing Order, if the Chair or

a member of the Board of Directors has any pecuniary interest, direct or indirect, in any contract, proposed contract or other matter and is present at a meeting of the Board of Directors at which the contract or other matter is the subject of consideration, they 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.

51.3 The Board of Directors may exclude the Chair or a member of the

Board from a meeting of the Board while any contract, proposed contract or other matter in which he / she has a pecuniary interest is under consideration.

51.4 Any remuneration, compensation or allowance payable to the Chair or

a Director by the Trust shall not be treated as a pecuniary interest for the purpose of this Standing Order.

51.5 This Standing Order applies to a committee or sub-committee and to a

sub-committee as it applies to the Trust and applies to a member of any such committee or sub-committee (whether or not he / she is also a member of the Trust) as it applies to a member of the Trust.

52. Standards of Business Conduct

52.1 Trust Policy and National Guidance All Trust staff and members must comply with the Trust’s Standards of Business Conduct and Conflicts of Interest Policy, the Regulatory Framework and the national guidance contained in HSG(93)5 on ‘Standards of Business Conduct for NHS staff’.

52.2 Interest of Officers in Contracts

52.2.1 Any Officer or employee of the Trust who comes to know that the

Trust has entered into or proposes to enter into a contract in which he / she or any person connected with him / her has any pecuniary interest, direct or indirect, the Officer shall declare their interest by giving notice in writing of such fact to the Chief Executive or Trust Secretary as soon as practicable.

52.2.2 An Officer should also declare to the Chief Executive any other

employment or business or other relationship of his / hers, or of a co-habiting spouse / partner, that conflicts, or might reasonably be predicted could conflict with the interests of the Trust.



52.2.3 The Trust will require interests, employment or relationships so declared to be entered in a register of interests of staff.

52.3 Canvassing of and Recommendations by Members in Relation to

Appointments

52.3.1 Canvassing of members 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 Orders shall be included in application forms or otherwise brought to the attention of candidates.

52.3.2 Members of the Trust 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 from giving written testimonial of a candidate’s ability, experience or character for submission to the Trust.

52.4 Relatives of Members or Officers

52.4.1 Candidates for any staff appointment under the Trust shall, when

making an application, disclose in writing to the Trust whether they are related to any member or the holder of any office under the Trust. Failure to disclose such a relationship shall disqualify a candidate and, if appointed, render him / her liable to instant dismissal.

52.4.2 The Chair and every member and Officer of the Trust shall

disclose to the Board of Directors any relationship between himself / herself and a candidate of whose candidature that member or Officer is aware. It shall be the duty of the Chief Executive to report to the Board of Directors any such disclosure made.

52.4.3 On appointment, members (and prior to acceptance of an

appointment in the case of Executive Directors) should disclose to the Trust Secretary whether they are related to any other member or holder of any office under the Trust.

52.4.4 Where the relationship to a member of the Trust is disclosed,

then SO 49 shall apply.



I. CUSTODY OF THE SEAL, SEALING OF DOCUMENTS AND SIGNATURE OF DOCUMENTS

53. Custody of Seal

The common seal of the Trust shall be kept by the Trust Secretary in a secure place.

54. Sealing of documents

Where it is necessary that a document shall be sealed, the seal shall be affixed in the presence of two senior managers, duly authorised by the Chief Executive, and not also from the originating department, and shall be attested by them.

55. Register of Sealing The Trust Secretary shall keep a register in which the Trust Secretary, or another manager of the Trust authorised by the Chief Executive, shall enter a record of the sealing of every document.

56. Signature of documents

56.1 Where any document will be a necessary step in legal proceedings on behalf of the Trust, it shall, unless any enactment otherwise requires or authorises, be signed by the Chief Executive or any Executive Director.

56.2 In land transactions, the signing of certain supporting documents will be

delegated to Managers and set out clearly in the Scheme of Delegation but will not include the main or principal documents effecting the transfer (e.g. sale / purchase agreement, lease, contracts for construction works and main warranty agreements or any document which is required to be executed as a deed).

56.3 The minimum limit above which a contract shall be embodied in a

formal document shall be £25 000.

57. The Board of Directors – Additional principles (see SO 8)

57.1 Main Principle

Every NHS Foundation Trust should be headed by an effective Board of Directors, since the Board is collectively responsible for the exercise of the powers and the performance of the NHS Foundation Trust.



57.2 Supporting Principles

57.2.1 The Board of Directors’ role is to provide active leadership of the NHS Foundation Trust within a framework of prudent and effective controls which enables risk to be assessed and managed.

57.2.2 The Board of Directors is responsible for ensuring compliance by

the NHS Foundation Trust with its terms of authorisation, its constitution, mandatory guidance issued by Monitor, relevant statutory requirements and contractual obligations.

57.2.3 The Board of Directors should set the NHS Foundation Trust’s

strategic aims, taking into consideration the views of the Board of Governors, ensuring that the necessary financial and human resources are in place for the NHS Foundation Trust to meet its objectives and review management performance.

57.2.4 The Board of Directors as a whole is responsible for ensuring the

quality and safety of healthcare services, education, training and research delivered by the NHS Foundation Trust and applying the principles and standards of clinical governance set out by the Department of Health, the Care Quality Commission and other relevant NHS bodies. The Board of Directors should also ensure that the NHS Foundation Trust exercises its functions effectively, efficiently and economically.

57.2.5 The Board of Directors should set the NHS Foundation Trust’s

values and standards of conduct and ensure that its obligations to its members, patients and other stakeholders are understood and met.

57.2.6 All Directors must take decisions objectively in the interests of

the NHS Foundation Trust.

57.2.7 All Directors have joint responsibility for every decision of the Board of Directors regardless of their individual skills or status. This does not impact upon the particular responsibilities of the Chief Executive as the Accounting Officer. The Chief Executive should refer to guidance from Monitor on the responsibilities and obligations of the Accounting Officer (NHS Foundation Trust Accounting Officer Memorandum, April 2005).



57.2.8 The concept of the Unitary Board refers to the fact that within the Board of Directors, the Non-Executive Directors and the Executive Directors share the same liability, as per the main principle. All Directors, Executive and Non-Executive, have responsibility to constructively challenge the decisions of the Board and help develop proposals on strategy.

57.2.9 As part of their roles as members of a Unitary Board, Non-

Executive Directors have a particular duty to ensure such a challenge is made. Non-Executive Directors should scrutinise the performance of the management in meeting agreed goals and objectives and monitor the reporting of performance. They should satisfy themselves as to the integrity of financial, clinical and other information, and that financial and clinical quality controls and systems of risk management are robust and defensible. They are responsible for determining appropriate levels of remuneration of Executive Directors and have a prime role in appointing, and where necessary removing, Executive Directors, and in succession planning.


Annex 9 – Further Provisions Page 104 of 107

ANNEX 9 – FURTHER PROVISIONS

1. A person may not become a member of the Foundation Trust if:

1.1 within the last five (5) years, they have been involved as a perpetrator

in an incident of violence or abuse at any NHS hospital or facility; against any NHS employees or other persons who exercise functions for the purposes of the NHS; against registered volunteers; against patients or the public on NHS hospitals; or if they are the subject of a security alert.

2. A member shall cease to be a member if:

2.1 they resign by notice to the Trust Secretary; 2.2 they die; 2.3 they are expelled from membership under this constitution;

2.4 they cease to be entitled under this constitution to be a member of any

of the public constituencies or of any of the classes of the staff constituency;

2.5 if after enquiries made in accordance with a process approved by the

Board of Governors, they fail to establish that they wish to continue to be a member of the Trust.

3. A member may be expelled by a resolution approved by not less than two-

thirds of the members of the Board of Governors present and voting at a General Meeting. The following procedure is to be adopted:

3.1 any member may complain to the Trust Secretary that another member

has acted in a way detrimental to the interests of the Trust; 3.2 the Chair of the Board of Governors, assisted by the Trust Secretary,

will judge the manner in which the complaint should be managed; 3.3 if the Board of Governors consider it appropriate, the Board of

Governors will consider the complaint having taken such steps as it considers appropriate to ensure that the point of view of the members involved is heard and may either:

3.3.1 dismiss the complaint and take no further action; or 3.3.2 arrange for the complaint to be considered at the next General

Meeting of the Board of Governors.



3.4 details of the complaint must be sent to the member complained of not less than one (1) calendar month before the meeting with an invitation to answer the complaint and attend the next General Meeting of the Board of Governors;

3.5 at the meeting the Board of Governors will consider evidence in support

of the complaint and such evidence as the member complained of may wish to place before them;

3.6 if the member complained of fails to attend the meeting without

reasonable case, the meeting may proceed in their absence; 3.7 the Board of Governors will take a view on the complaint and may

decide to expel the member from membership of the Foundation Trust. To effect expulsion from membership, the Board of Directors will adopt a resolution approved by not less than two-thirds of the members of the Board of Governors present and voting at a General Meeting;

3.8 a person expelled from membership will cease to be a member upon

the declaration of the Chair of the meeting that the resolution to expel them is carried.

4. A member who is expelled from membership may apply for re-admission to

membership. This application is to be made in writing to the Chair, who will arrange for the application to be considered by the next General Meeting of the Board of Governors.

5. The Trust Secretary and members of the Board of Governors and Board of

Directors who act honestly and in good faith will not have to meet out of their personal resources any personal civil liability which is incurred in the execution or purported execution of their functions, save where they have acted recklessly and the Trust may also take out and maintain for their benefit insurance against such risks. Any costs arising in this way, will be met by the Trust.

6. The Trust may make amendments to this Constitution with the approval of

Monitor. 7. No proposals for amendment of this Constitution will be put to Monitor unless it

have been approved by at least three-quarters of those Governors present and voting at a meeting of the Board of Governors.

8. The validity of any act of the Trust is not affected by any vacancy among the

Directors or the Governors or by any defect in the appointment of any Director of Governor.



9. If:

9.1 an Executive Director is temporarily unable to perform their duties due to illness or some other reason (the “Absent Director”); and

9.2 the Board of Directors agree that it is inappropriate to terminate the

Absent Director’s term of office and appoint a replacement Executive Director; and

9.3 the Board of Directors agree that the duties of the Absent Director need

to be carried out; then the Chair (if the Absent Director is the Chief Executive) or the Chief Executive (in any other case) may appoint an Acting Director as an additional Director to carry out the Absent Director’s duties temporarily.

10. For the purposes of paragraph 9 of this Annex, the maximum number of Directors that may be appointed under paragraph 19.2 of the Constitution shall be relaxed accordingly.

11. The Acting Director will vacate office as soon as the Absent Director returns to

office, or if earlier, the date on which the person entitled to appoint them under paragraph 9, notifies them that he / she is no longer to act as an Acting Director.

12. An Acting Director shall be an Executive Director for the purposes of the 2006

Act. They shall be responsible for their own acts and defaults and they shall not be deemed to be the agent of the Absent Director.

13. If:

13.1 an Executive Director post is vacant (“Vacant Position”); and 13.2 the Board of Directors agree that the Vacant Position needs to be filled

by an interim postholder pending appointment of a permanent postholder, then the Chair (if the Vacant Position is the Chief Executive) or the Chief Executive (in any other case) may appoint a Director as an Interim Director (“Interim Director”) to fill the Vacant Position pending appointment of a permanent postholder.

14. The Interim Director will vacate office on the appointment of a permanent

postholder or, if earlier, the date on which the person entitled to appoint them under paragraph 13 notifies them that they are no longer to act as an Interim Director.

15. An Interim Director shall be an Executive Director for the purpose of the 2006

Act.



16. When a vacancy arises for one or more Elected Governors, the Board of Governors shall have the option to take from the list of members who stood for election at the most recent election of Governors from the class or constituency in question whichever member who was not elected as a Governor at the recent election but had secured the next most votes at that time. This procedure, which shall be an uncontested election for the purposes of the Model Rules for Elections as they apply to the Trust, shall be available to the Governors on two occasions within twelve (12) months of the previous election. Governors appointed in this way shall hold office for a minimum of six (6) months from their appointment but, subject thereto, shall hold office until the earlier of the conclusion of the next election of Governors and (except where the vacancy arose through expiry of a term of office) the date on which would have expired the term of office of that Governor whose cessation of office gave rise to the vacancy.

17. A Governor may take a leave of absence of no longer than three (3) months,

with the agreement of the Chair. 18. The Trust may confer on senior staff the title “Director” as an indication of their

corporate responsibility within the Trust, but such persons will not be Directors of the Trust for the purposes of the 2006 Act (“Statutory Directors”) unless their title is that of “Executive Director” or “Non-Executive Director” or “Chairman” and will not have the voting rights of Statutory Directors or any power to bind the Trust.

19. Elections shall not be invalidated by any administrative or clerical error on the

part of the Trust or on any acts or omissions of the Returning Officer acting in good faith on the basis of such error.



Title of Report: Governor roles under the Health and Social Care Act (2012)

Action Sought: For information


Purpose of the

Report

To advise Governors on the methods used to fulfil their

roles, and the evidence available to support this


NHS Constitution

principles:

3: The NHS aspires to the highest standards of excellence

and professionalism

7: The NHS is accountable to the public, communities and

patients that it serves


Director: Robert Nesbitt: Trust Secretary


Following on from the development session that took place with Mills and

Reeve in October 2012, this report now sets out how the current and future

roles of governors and are fulfilled in the Trust’s governance structures.

2.0 Recommendations

2.1 Governors are asked to note the paper.

2.2 Any comments or queries please contact [email protected] .

Robert Nesbitt

Trust Secretary

26.03.13

Date: 3rd

April 2013

E Item: 13.22

Current and future roles of governors under the Health and Social Care Act (2012)

How NSFT governors fulfil these functions

Evidence

Appoint (and remove) the Chair and non-executive directors (NEDs)

The recruitment role is delegated to the nominations committee which includes representatives from each governor constituency. The committee then makes recommendations to the full board of governors.

Minutes of the Nominations Committee and the Board of Governors.

Decide on pay and allowances of the Chair and NEDs

This role is delegated to the nominations committee which reviews and benchmarks the rates annually and reports to the full board of governors.

Nominations Committee terms of reference. Minutes of the Nominations Committee and the Board of Governors.

Duty to hold the non-executive directors, individually and collectively, to account for the performance of the board of directors

Holding to account is not defined. Detailed scrutiny of the Trust’s performance takes place through the planning and performance subgroup. The nominations committee receives reports on non-executive director appraisals from the Chair and on the Chair’s appraisal from the senior independent director. Governors who sign confidentiality agreement will receive copies of all private board papers.

Nominations Committee terms of reference. Planning and performance terms of reference. Minutes of the Nominations Committee, planning and performance subgroup and the Board of Governors.

Approve appointment of the Chief Exec

The Chief Executive appointment is made by the Chair and Non-executives of the Board of Directors, however, on the two occasions when the CEO has been appointed governors have been involved throughout, including on the panel.

Minutes of the Board of Governors.

Appoint / remove the external auditor

A special working group is set up by the Board of Governors to oversee the selection of the auditors. This group makes a recommendation to the BoG for approval.

Minutes of the special working group. Minutes of the Board of Governors.

Receive the FT’s annual accounts and report

The presentation of the annual accounts and report is part of the workplan for the BoG and

Minutes of the Board of Governors.

usually takes place at the July meeting.

Give views on the forward plan / annual objectives

The forward plan / annual objectives are presented to the April BoG meeting

BoG papers and minutes.

Act in the best interests of the NSFT and adhere to our values and code of conduct

All governors sign the code of conduct on appointment / election and the constitution includes sanctions that can be applied if required, although this has not happened to date.

Signed copies of code of conduct held on file.

Explain the work of the trust to local people. Governors have a duty to represent the interests of the members of the trust as a whole and the interests of the public.

Governors have the opportunity to meet local people at events where Trust has presence and to report their feedback to the marketing subgroup via a monthly electronic form. The Marketing subgroup can refer any performance issues to the planning and performance subgroup for further scrutiny.

Marketing subgroup minutes.

Governors must decide whether the trust’s private patient work would significantly interfere with the trust’s principal purpose. The board of governors must also approve any proposed increases in private patient income of 5% or more in any financial year.

The Trust does not currently carry out private work but if this were proposed governors approval would be sought via the full BoG.


Be consulted on developments and significant changes

Significant developments are brought to the full BoG and are also the subject of special sessions (e.g. merger, Trust Service Strategy)


‘Significant transactions' must be approved by the governors

Significant transactions are not yet defined but will be set out in the revised constitution.


The board of governors must approve an application by the trust to enter into a merger, acquisition, separation or dissolution.

Approval was sought in relation to the NWMHFT / SMHP merger and would be again.


Governors will need legal advice on changes to Constitution to support their decisions once power to vary moves from Monitor to BoG.

The Trust has used Mills and Reeve for this advice to date and will continue to make legal advice available to governors.


The trust must take steps to ensure that governors have the

The Trust has arranged development sessions on

BoG development sessions. Minutes of the

skills and knowledge they require to undertake their role

specific topics in the past (e.g. the H&SC Act) and plans to do so again in relation to the Francis Report. The newly revitalised Education Subgroup will also lead on assessing and addressing governor training needs.

Education Subgroup

Date: 3rd

April 2013

F Item: 13.23

Board of governor subgroups Survey (February 2013) Nominations committee

Adrian Stott

Guenever Pachent

Jacqueline Middleton

Kathleen Ben Rabha

not sure - Susie Enoch

Assistant Chief Constable Gareth Wilson

Karen O'Sullivan

Graham Creelman

Marketing

Maggie Prettyman

Susie Enoch

Peter Dyer

Nancy Boardley

Jane Millar

John Hill

Graham Creelman

Planning and performance

Adrian Stott

Guenever Pachent


Linda Weatherley

Kathleen Ben Rhaba

Pat Southgate

David Rollinson

Catherine Wells

James Hogan

Jane Millar

Mary Rose Roe

Duncan Double

John Brierley

Education

Guenever Pachent

Susan-Jane Dowling

Susie Enoch

Catherine Wells

Jane Millar

John Hill

Code of conduct (annual)

Guenever Pachent

Maggie Prettyman

Susie Enoch

David Rollinson

Nancy Boardley

Constitution working group (2 meetings)

Guenever Pachent

Linda Weatherley

David Rollinson

James Hogan

Updated 15.02.13, updated 11.03.13


Governor(s)

Barry Capon

Paul Gaffney

Service User Governor Suffolk

David Rollinson

Staff Governor

Peter Jeffreys Karen O’Sullivan

Staff Governor

Maggie Prettyman

Public Governor Norfolk

John Brierley Catherine Wells


Stuart Smith

Pat Southgate



Public Governor

Graham Creelman Jane Millar

Public Governor Suffolk

Gary Page

Linda Weatherly

Staff Governor

Marion Swan


Brian Parrott John Hill


Executive Directors

Governor(s)

Aidan Thomas

CEO

Andrew Hopkins

Director of Finance

Nancy Boardley


Roz Brooks

Director of Nursing

Mary Rose Roe

Carer Governor Norfolk

Tony Lee


Dr Hadrian Ball

Medical Director

Adrian Stott


Guenever Pachent


Leigh Fleming

Commercial Director

Duncan Double

Staff Governor

Kathy Chapman

Director of Operations

James Hogan

Service User Norfolk

Stephen Fletcher


Debbie White

Director of Operations

Peter Dyer

Carer Suffolk

Susie Enoch

Service User Suffolk

BoG Marketing Sub-group Unconfirmed Minutes: 01Mar2013 Page 1 of 5

Unconfirmed

Minutes of the Board of Governors’ Marketing Sub-group

held on Friday 1st March 2013 at 10.00

at Symonds, Diss

Present:

Peter Dyer, Governor: Carer Suffolk: Suffolk Carer

Nancy Boardley, Governor: Suffolk

Jane Millar, Public Governor: Suffolk

John Hill Public Governor: Suffolk

In attendance:

Fraser McKay: Communications Officer

Robert Nesbitt: Trust Secretary

Meeting commenced at: 10.00

13.01 Election of Chair / Vice Chair

It was noted that Susie Enoch might be willing to become the Chair and it was agreed that Jane Millar would chair today. The formal election of Chair and Vice-Chair will be carried forward to the next meeting.

Chair’s welcome, notification of any urgent business and apologies for absence

Apologies for absence were received from Susie Enoch, Maggie Prettyman, Caroline Gregory and Graham Creelman.

Action 13.01

Agenda item: confirmation of Chair / Vice Chair for meeting on 24.04.13 (Caroline Gregory)

13.02 To approve the minutes of the previous meeting held on 17th December 2012

Date: 3rd

April 2013 H

Item: 13.25iii


The minutes were approved with the following changes:

Attendance change to read “Fraser McKay”.


The minutes were approved for release in accordance with the Freedom of Information Act subject to the above changes being made.


i. Min 12.49i: ‘To enquire whether the Waveney Valley Blog will be included in the migration form the old intranet to the new and to discuss links from the front page of the website with Nicola Brown (Fraser McKay)

Fraser McKay said that having checked with Nicola Brown he was able to confirm that the Waveney Blog is not connected to the Trust so could not be migrated. It was noted that the public website is somewhat out of date with information about Suffolk services hard to locate. Fraser McKay updated the group on the website development. The public website address is www.nsft.nhs.uk and a new website is planned for August 2013.

Action 12.49i In response to a question about Remember Me, Fraser McKay offered to clarify how copies of this DVD could be distributed and used in a timely way

13.04 Membership officer recruitment – including Matter Arising Min 12.60i

Robert Nesbitt explained that in order to avoid delays in implementing the membership strategy he had updated the job description and person specification and advertised the post. The closing date was 4th March 2013. Nancy Boardley agreed to be the governor representative on the appointment panel.

The post holder will attend all marketing subgroup meetings so that governors are able to take an overview of their work.

Discussion followed on whether ‘marketing’ subgroup was the most appropriate name. It was agreed to canvass the views of other subgroup members with a view to taking any proposal to change to the full board of governors.

Action 13.04i

Robert Nesbitt to email subgroup members and canvass views on calling the subgroup ‘membership’.

13.05i Review of membership form


Robert Nesbitt explained that although he thought he had sent Susie Enoch the minimum data requirements for the shorter form he could not find a record of doing so and will send them shortly.

It was noted that the membership currently stands at c.14,000 with a target 5 – 10% increase. This is not being met at present as the membership post is vacant.

Action 13.05i

Robert Nesbitt to send Susie Enoch the membership data to assist in her drafting of a shorter form. This will be printed on the reverse of the next A4 membership poster.

13.05ii Membership poster

Robert Nesbitt explained that after consultation with sub-group members following the December 2012 meeting the poster had now gone to print. Copies will be circulated to governors when received.

Further discussion followed with subgroup members feeling that the new design was not eye-catching enough. It was agreed that when the membership form (see 13.05i above) was ready a new design would be explored.

13.05iii Governor feedback

Robert Nesbitt explained that following earlier discussions the surveymonkey information collector had been put in place and set up for January / February / March 2013 to be sent out automatically on the 1st of the month. The questions can be varied. The subgroup reviewed the feedback for January and agreed that, whilst there were no concerns that needed to be passed to the Planning and Performance subgroup, the exercise would be worth continuing to the end of the pilot.

Following a discussion about election materials and an exploration of the factors that led to the decision not to request photographs from prospective governors it was agreed to canvass views about this in the next survey.

Discussion about wider communication issues followed.

Jane Millar asked whether press releases are emailed to governors and whether they can receive the staff update. Fraser Mckay explained that although press releases do go out, responses to specific journalist enquiries do not. Although it would not be possible to send out all such enquiry responses to governors it was agreed that governors had a valuable role in explaining the background to stories that appear in the local press and that it would be useful if governors could be send a briefing note to help them do so where feasible.

Fraser McKay added that Staff Updates which are sent out on the global email list could also be sent to governors although many of the links will not work as they are to the intranet.

The Trust uses Meltwater press-cutting service and Robert Nesbitt explained that governors could set up their own news service to alert them to NFST media


coverage using ‘Google News’ and agreed to send instructions to group members on how to do this.

Action 15.05iii

(i). Robert Nesbitt to update the next survey to include a question about the merits / demerits of including a photograph in the election statements of prospective governors.

(ii). Fraser McKay will explore sending out Staff Update to governors.

(iii). Fraser McKay to consider how best to alert governors about NSFT coverage in local media so that governors can help explain the Trust position.

(iv). Robert Nesbitt will send subgroup members instructions on setting up their own Google News alert for NSFT items.

13.06 Update from Charitable Funds Committee

Peter Dyer and Robert Nesbitt attended the last meeting on 11th February 2013.

Items discussed included:

• The leaflet explaining how to make a donation.

• A change investment policy from equity to bonds.

• An application for a grant for an animation project where further information was sought.

13.07 Future events

Robert Nesbitt explained that he had booked a stall at the Indian Mela in Christchurch Park, Ipswich on 30th June 2013 but due to another engagement would not be able to attend himself. This will be flagged up for governors to attend.

13.08 Raising awareness

Robert Nesbitt had circulated the Time to Change information and Peter Dyer said that he had passed information to Family Action in Lowestoft. Robert Nesbitt said he had passed to David Grimmer at Suffolk County Council and would also pass on to the applicant for the animation project mentioned in 13.06 above.

13.09 Matters to report to the BoG

• Governor feedback – to encourage use of the online form

• The plans to make additions to the poster and the membership form.

• Membership engagement post progress.

• Improvements to the flow of information regarding press responses / and Staff Update.


• Indian Mela – noting that if there are other community events where NSFT could have a stall, governors should contact the Membership Officer once in post.

13.10 AOB - none


The next meeting of the Marketing Subgroup will be held on Wednesday 24th April at 10.00 in the Diss. Venue to be confirmed on next agenda.

Meeting closed at: 11.40

Chair: ……...…..…………………………

Date: ……....…………………………….

BoG P&P Subgroup Unconfirmed Minutes: 01Mar2013 Page 1 of 8

Unconfirmed

Minutes of the Board of Governors’

Planning and Performance Subgroup

held on 1st March 2013 at 1pm

at Symonds, Diss

Present:

Adrian Stott: Public Governor: Suffolk

Guenever Pachent: Public Governor: Suffolk

Jane Millar: Public Governor: Suffolk

Kathleen Ben Rhaba: Partner Governor: SAVO

Linda Weatherley: Staff Governor

David Rollinson: Staff Governor

Mary Rose Roe: Carer Governor

John Brierley: Non-executive director

In attendance:

Michael Lozano: Complaints Manager

Robert Nesbitt: Trust Secretary (minutes)

Sharon Picken: Patient and carer experience manager

Tim Walsh: Business Intelligence Manager

Meeting commenced at: 13.30

13.01 Election of Chair / Vice Chair

It was proposed and unanimously agreed that Guenever Pachent and Pat Southgate would act as joint chairs (subject to Pat Southgate’s agreement) and that Duncan Double would act as Vice Chair.

Date: 3rd

April 2013 I

Item: 13.25iv


Chair’s welcome, notification of any urgent business and apologies for absence

The following additional items were noted to be covered under AOB:

• Quality Account Update

• Forward agenda planning,

Apologies for absence were received from Pat Southgate, Duncan Double, Jacqueline Middleton, Catherine Wells, James Hogan, and Sue Barrett.

13.02 To approve the minutes of the previous meeting held on 17th December 2012.

The minutes were approved with the following change:

Min 12.35: This should read ‘Robert Nesbitt reported that the service strategy had been deferred and Duncan Double asked why this was. It was because feedback had not yet been fully received.’


The minutes were approved for release in accordance with the Freedom of Information Act subject to the above change being made


i. Min 12.34i: Copies of the last Annual Review to be supplied (Robert Nesbitt)

Tabled.

Action 12.04i

It was agreed that the timetable for the Annual Report will be included with the minutes (see appendix)

ii. Min 12.34ii: Sharon Picken to be invited to next meeting (Caroline Gregory)

Complete.

iii. Min 12.34i and viii: Swap Marketing and Planning & Performance timings so that the former can feed into the latter. Complete.

iv. Min 12.33 / 12.04ii John Brierley said that KPMG have agreed to adopt and audit measure proposed by planning and performance subgroup governors.

v. Min 12.34i and viii: Supply copy of staff survey (Robert Nesbitt)

Tabled as embargoed until 28.02.13

v. Min 12.37: Complaints process for governor involvement

Michael Lozano introduced this paper and explained that he had been asked to review the process. He had met with John Brierley, Tony Jackson and Jacqueline Middleton. Under the proposed format up to 4 governors from Norfolk and Suffolk will be provided quarterly with a list complaints by Michael Lozano via a secure email and asked to select two to review. This


list will include a description and outcome but without any names. Having chosen two, governors will review these in more detail and then give a short feedback summary to the Planning and Performance sub-group. Confidentiality would be protected and complainants would be given the opportunity to opt out of the governor assurance process at the point of the initial acknowledgement letter. Governors would look at 32 complaints a year (out of 400 a year so this is a representative sample). The governor volunteers consist of Jacqueline Middleton, David Rollinson, and possibly Kathleen Ben Rhaba and Catherine Wells. Other Suffolk governors will also be approached for this role.

Michael Lozano will set up the initial date once the names have been resolved. He will look at options to address travel issues for Kathleen Ben Rhaba and other Suffolk governors.

The subgroup approved this for a year and will review in February 2014.

Action 12.37i

i. Agenda for February 2014 to include review of the complaints review assurance process (Robert Nesbitt).

ii. Catherine Wells and Suffolk governors to be asked if they would volunteer for the role and asked to contact Michael Lozano. (Robert Nesbitt)

13.04 Service strategy feedback including matter arising Min 12.34i

It was noted that the board of directors had considered and approved the strategy on 28.02.13.

The group discussed the arrangements for service user and carer involvement in the development of the strategy. John Brierley set the context for the report and explained that the proposals had been developed by clinicians in response to external savings requirements and in Norfolk and Waveney this had involved service users and carers from the beginning. However, Norfolk and Waveney services had developed their proposals earlier than clinicians in Suffolk and so there had been a catch up phase. Sharon Picken explained that Suffolk service user and carer involvement had now been addressed and groups were now in place. The outcomes will be reported to the overarching service and carer involvement group which will feed into the board of directors. Minutes from these meetings will be published on the public website and Sharon Picken agreed to liaise with Communications over this. It was noted that the strategy will continue to evolve over the next three years and users and carers will continue to be involved in this process.


John Brierley asked the meeting to note that the Medical Director and Director of Nursing will be required to sign off the plans to say that they are satisfied as to their safety and that this will be dependent on satisfactory transitional funding to allow for safe implementation. If commissioners do not enable this to happen then the board will need to liaise with Monitor as it will affect the performance of the Trust. He added that the board of directors’ position is that safety is the primary concern and that the Financial Risk Rating may need to drop below 3 in the short term.

A special meeting for governors had been proposed by Aidan Thomas at the January BoG meeting and it was agreed that a session in the morning of the 3rd April 2013 BoG meeting could accommodate this. Robert Nesbitt will liaise over the timing for this.

Summarising the discussion, Guenever Pachent said that the subgroup were satisfied to date with the approach taken and that governors would need to keep monitoring, listening and questioning.

Action 13.04i

Consultation meeting minutes will be published on the public website. Sharon Picken to liaise with Communications over this.

Robert Nesbitt will confirm the separate governors meeting for the 3rd April 2013.

13.05 Performance information

Guenever Pachent introduced this item and explained that the subgroup had requested a suite of information to help it decide what to receive at future meetings. The subgroup wished to explore this to support the way in which governors held the board of directors to account.

John Brierley presented his paper which gave an overview of the information available and set out how information was reported. Reports which go to the bi-monthly service governance subcommittee include risk, safety, review feedback, complaints and performance. There is service user and governor representation at this meeting and it feeds into the Audit and Risk committee. Key reports such as the annual suicide audit report are taken in public. The finance and performance subcommittee reviews the performance dashboard taking into account finance and safety.

Members discussed aspects of the information available and noted that there was a large quantity of information to consider. It was noted that the apparently simple questions as to whether the people the Trust sees get better, whether CBT helps, and whether our interventions make a difference presented methodological challenges to answer but that to be able to compete with other providers this was important information to be able to demonstrate. Tim Walsh described some outcome measures in use including HoNoS, the Warwick Edinburgh scale and EQ5B and it was noted that this can be complemented with softer qualitative feedback from service users. For the next meeting Tim Walsh and Sharon Picken will provide short summary reports of the type of


outcome information collected. Sharon Picken will also talk to Sue Barrett about what the Trust’s response is to the SUF report on the SU survey and include this in her report.

The group agreed to monitor:

1. The patient safety measures for the service strategy

2. The patient safety and quality board quarterly report

3. An amended Business performance report (TW and JB to develop this)

4. One-off reports such as annual suicide audit report ,other clinical audit, staff and SU surveys, IMROC reports and also board comments on the papers – to check that the board is challenging appropriately.

Action 13.05i

Tim Walsh and Sharon Picken will provide short summary reports of the type of outcome information collected for the next meeting. Sharon Picken will also talk to Sue Barrett about what the Trust’s response is to the SUF report on the SU survey and include this in her report.

Action 13.05ii

Tim Walsh in liaison with John Brierley to develop amended business performance report.

Action 13.05iii

Reports 1, 2 and 4 to be included in future planning and performance subgroup agendas.

13.10 AOBi. Quality Account update

Robert Nesbitt introduced this paper which provides an update on the preparation of the quality account.

AOBii Forward planning items

• Complaint review reports from governors (standing item)

• Annual plan / timetable (see appendix).

• Presentation on Trust plans on the future of psychological therapies (regarding concerns that psychological therapies might be reduced in volume or efficacy reduced). Summer / Autumn 2013 - psychology leads to be invited.

• Following a discussion about the effect of Norwich bed pressures on West Norfolk beds it was requested that a specific item about shortage of beds in Norwich come to next meeting. Concern was expressed that although it was reported that the bed pressures had been resolved in fact 12 out of 28 beds in West Norfolk were occupied by Norwich patients as


of 26.02.13. Veno Sunghuttee or Ian Young to be invited to explain how this is being addressed.

13.09 Items to be reported to the Board of Governors

• Complaints process

• Considering the service strategy

• Performance information


The next meeting of the Planning and Performance Subgroup will be held on 24th April 2013 at 13.30 in Diss (exact venue to be confirmed).

Meeting closed at: 15.10

Chair: ……...…..…………………………

Date: ……....…………………………….


Appendix re. Min 12.04i

Annual Report and Accounts legislative Guidance 2012/13

Annual Reports Guidance notes released by Monitor 07/02/2013 07/02/2013 Monitor

Annual Reports schedule 04/02/2013 11/02/2013 Steven Lerpiniere

Annual Reports Check for late requirements 29/02/2012 23/04/2013 Steven Lerpiniere

Draft ARA 11/02/2013 19/04/2013 Steven Lerpiniere

Content pages 11/02/2013 12/04/2013 Steven Lerpiniere

Chair's statement 11/02/2013 12/04/2013 Maggie Wheeler

Chief Executive's report 11/02/2013 12/04/2013 Aidan Thomas

About the Trust 11/02/2013 12/04/2013 Laura Scholefield

Remuneration report 11/02/2013 12/04/2013 HR/Maggie Wheeler/Steve Ham

Remuneration and Terms of Service committee and copy 11/02/2013 12/04/2013 Robert Nesbitt

Non-Exec Directors - Terms of office 11/02/2013 12/04/2013 Robert Nesbitt

Salary and Pension entitlements (audited info) and copy 11/02/2013 12/04/2013 Donna Newman

Governance disclosures - NHS FT Code of Governance 11/02/2013 12/04/2013 Robert Nesbitt

Governance disclosures - membership 11/02/2013 12/04/2013 Robert Nesbitt

Quality Report tbc tbc Sue Barrett

Regulatory Ratings 11/02/2013 12/04/2013 tbc

Staff survey 11/02/2013 12/04/2013 tbc

Directors Report 01/04/2013 18/04/2013 Andrew Hopkins

Editing 12/04/2013 19/04/2013 Jake Smith/Emma Clayton

Editing Directors Report 19/04/2013 19/04/2013 Jake Smith/Emma Clayton

Prepare Draft Annual Accounts and FTC Consolidated Schedules 01/04/2013 19/04/2013 Donna Newman

Submit Draft Annual Accounts and Consolidated Schedules and draft annual report to Monitor 19/04/2013 19/04/2013 Donna Newman Submit Draft Annual Accounts and Consolidated Schedules and draft annual report to auditors 19/04/2013 19/04/2013 Donna Newman

Auditing period 22/04/2103 10/05/2013 Donna Newman

Receive Auditors Report 10/05/2013 10/05/2013 Donna Newman

Editing - post audit 13/05/2013 13/05/2013 tbc

ARA Produce internal ARA (pdf) 14/05/2013 14/05/2013 Richard Stanley

ARA papers submitted to Audit and Risk Committee and BoD members for review 15/05/2013 15/05/2013 Robert Nesbitt

Audit and Risk Committee sign off 22/05/2013 22/05/2013 Robert Nesbitt

Editing - post Audit and Risk Committee X X

Board of Directors sign off 23/05/2013 23/05/2013 Donna Newman

Editing - post Board 24/05/2013 24/05/2013 Jake Smith/Emma Clayton

Send to auditors for signature 24/05/2013 24/05/2013 Donna Newman

Posted and MARS/Emailed to monitor 29/05/2013 29/05/2013 Donna Newman


Audited Accounts

Audited FTCs

Final text of the Annual Report

Copy of signed audit opinion on the accounts

Copy of the auditors report on the FTCs

Copy of the auditors final ISA 260 report

Original signed statement of Internal control

Original signed Chief Exec's and Finance Director's certificate on the FTCs

Design and print tbc tbc Richard Stanley

Incorporate electronic signatures into document tbc tbc Richard Stanley

Design of ARA tbc tbc Richard Stanley

Email pdf to [email protected] for permission to print tbc tbc Richard Stanley

Design Agency create pdf tbc tbc Richard Stanley

Print 100 copies of ARA tbc tbc Richard Stanley

tbc tbc

Laying ARA before Parliament tbc tbc Donna Newman

5 hard copies of full bound ARA posted to Parliamantary Clerk tbc tbc Donna Newman

Pdf of ARA sent to [email protected] tbc tbc Donna Newman

Send laid reports to Monitor tbc tbc Donna Newman

Public release of ARA tbc tbc Laura Scholefield

NWMHFT AGM tbc tbc Laura Scholefield

Trust website - tbc tbc tbc Laura Scholefield

NSFT Board of Governors: 3

rd April 2013

Research Update Page 1 of 5



Title of Report: Research Update

Action Sought: For Information

Estimated time: 15 minutes

Purpose of the Report To provide the Board of Governors with an update about Trust research activity.

Implications: Board of Governors, Public, Trust Clinical and Research Staff


1: The NHS provides a comprehensive service, available to all

2: Access to NHS services is based on clinical need, not on an individual’s ability to pay


4: NHS services must reflect the needs and preferences of patients, their families and their carers

5: The NHS works across organisational boundaries and in partnership with other organisations in the interest of patients, local communities and the wider population

6: The NHS is committed to providing best value for taxpayers’ money and the most effective, fair and sustainable use of finite resources


Author: Name: Bonnie Teague Job title: Research Manager

Director: Name: Dr Jon Wilson Job title: Deputy Medical Director

Date: 3rd April 2013

J Item: 13.27


rd April 2013


1.0 Background to NHS Research

1.1 Background to NSFT Research Structure:

Research in the NSFT is coordinated through the Research and Development Office, based at Hellesdon Hospital. The department has a number of functions including: a) set-up and formal approval of all research studies taking place in the Trust as reported through the Research Governance Committee b) deliver research studies through recruitment of participants, follow-up assessments, conducting questionnaires and data collection c) support trust staff to develop their own research ideas by advising on research protocols and research grant applications d) provide training to all staff in the Trust who are interested in research. Since the Trust merger, the office is also coordinating research activity across Suffolk sites which has allowed for many studies to be rolled-out across a wider area.

1.2 National Research Structure

In 2006, the Department of Health launched the National Institute of Health Research (NIHR) to support the delivery of NHS research. One function of the NIHR was to create Clinical Research Networks to help roll-out and support research studies across the country. Two of the Trust’s Network partners are the Mental Health Research Network (MHRN) and Dementias and Neurodegenerative Disease Network (DeNDRoN) and we work closely together to ensure that research studies are conducted to the highest level. The NIHR also funds research projects which are developed in line with identified national health priorities. This national structure means that research studies led by any UK institution can be rolled-out across all relevant NHS Trusts, and this is from where most of the Trust research activity is now generated.

1.3 Research activity in the Trust receives additional ring-fenced funding from research grants, National Institute of Health Research and Commercial companies. Much of the income is activity related, so the more research studies that we undertake, the more income we receive. This income is only spent on research activity in the Trust (such as dedicated research staff) and cannot be used to support clinical activity. Likewise, clinical budgets are not used to support research activity.

1.4 To receive funding from the NIHR and other funding partners, it is necessary for research projects to have lay member involvement in the form of service users, carers or public panels specialising in clinical research. Locally we have Norfolk PPIRes (Public and Patient Involvement in Research) and the MHRN Service User and Carer group who help research teams to develop research projects, sit on study steering groups and give advice and feedback about the conduct of research. We also have two lay representatives on the Research Governance Committee.


rd April 2013


2.0 Current Research Studies and Conditions

2.1 The Trust has an increasing research profile, with a number of studies

being conducted in the areas of Schizophrenia, bi-polar, Dementias, learning difficulties, eating disorders, OCD and anxiety. We also conduct a several projects aligned with the development of services in the Trust, such as Early Intervention in Psychosis, Youth Mental Health Service, Forensics and Crisis Resolution teams.

2.2 The NSFT is supporting a range of studies, ranging from complex drug

trials through to simple data collection projects. Many studies we undertake involve the delivery of new therapy or educational packages to patients and carers/families, or completing questionnaires and conducting interviews about quality of life, health-care experiences and symptoms of the condition in question. All studies involving NHS patients or patient data are additionally approved by an NHS Ethics committee, with drug trials also receiving authorisation from the Medicines and Healthcare Regulatory Authority.

3.0 Examples of Benefits and Outcomes

3.1 Although many of our studies are still underway and the results are yet to be published, below highlights some of the proposed outcomes and observed benefits of research conducted in the Trust.

3.2 Dementia and Later-Life Studies

The Trust is currently undertaking two drug trials in Dementia-related

conditions. One study is evaluating the effectiveness of a new compound to improve symptoms of Alzheimer’s Disease, whole another is looking at the effect of an existing drug (amisulpride) on the symptoms of late-onset schizophrenia-like psychosis. Additionally, we are conducting a therapy-based study for individualised cognitive stimulation therapy (iCST), which aims to evaluate whether home-based CST improves cognition and quality of life in people with dementia. We are also involved in a large study run by Kings College London looking at the causes and neuropathology of dementia through the study of brain tissue.

We have also recently approved a study looking at the prevalence of eye

problems in people with dementia, which is being run with the Institute of Optometrists. The aim of the study is to improve eye-testing and overall vision care for people with dementia, in NHS and social care services. This study was granted funding as a result of the department of health’s specific call for dementia research which was a response to Living well with Dementia – A National Dementia Strategy’, published in February 2009. It also supported the work of the Ministerial Advisory Group on Dementia Research (MAGDR) on ways to improve the volume and impact of dementia research. As a result of this, we are expecting an increase in the number of dementia studies coming to the Trust in 2013.

3.3 Adult Community


rd April 2013


Research into Schizophrenia is currently the most active area for studies in the

Trust. We are conducting drug trials into whether new compounds, given in addition to standard treatment, can help to reduce both positive and negative symptoms in schizophrenia. We are also involved in a large international study which maps the course of schizophrenia symptoms, quality of life and health-care usage over a 24 month period in order to better understand the condition from the patients’ perspective in order to develop more targeted healthcare in the future. Another study by University College London is also looking at whether there is a genetic/hereditary link in schizophrenia, bi-polar and alcoholism by taking blood samples and completing questionnaires about the conditions.

One of our biggest studies of 2011-2012 was the Health Improvement Profile

(HIP) study, which aimed to evaluate a physical health assessment toolkit in mental health patients. This was performed by training Trust community mental health nurses to complete a physical health check-list during routine clinical appointments. If the check-list revealed any physical health problems, such as high blood pressure, symptoms of diabetes or other cardiovascular disease, the toolkit gave action points for the nurse to follow (i.e. “Refer to GP for further tests”).

Although the study is still underway, we have observed a number of benefits for the participants on the study. For example, a participant who had been fainting every morning for the previous few weeks reported the problem to the researcher for the first time. This was subsequently reported to the GP and the problem has been resolved. Another participant was found to be on 22 different medications, a few of which were counteractive, and this has also been resolved.

We have also found additional benefits of the study, such as community teams now ensuring that all team members have basic physical health assessment equipment (such as tape measures, blood pressure monitors etc) and team members receiving extra training about physical health where needed.

3.4 Youth Mental Health

Alongside the launch of the new NSFT Youth service, the Trust was awarded a

grant by the NIHR to set-up a pilot research study into preventing social disability in young people with emerging social disabilities through the delivery of social-recovery cognitive behavioural therapy.

The novel therapy itself was tested in a small number of participants in a

previous study (ISREP) run by the trust, which showed increased levels in structured activity and reduction in social disability in a cost-effective manner. This new study, PRODIGY, will evaluate the therapy on a larger scale (100 people) in Norfolk and Manchester but will also serve to assess feasibility of conducting a large scale trial in the near future. 4.0 Future Developments

4.1 Increasing Access to Research: The NSFT is acting as a pilot site on the DeNDRoN-led INTERACT project, part of a series of NHS Engagement in research projects set up by the NIHR. In 2013, we will be exploring the possibility of being able to offer all service users the opportunity to be involved in research studies relevant to their condition, through engagement with patients and trust staff. We are also working to


rd April 2013


develop widely-available flyers and information sheets about Trust research backed up by the development of a new Public and Patient Involvement in research policy.

4.2 Developing Research Skills: In 2011, we launched a training programme for research in the Trust with one-day courses ranging from Beginner to Advanced levels. The programme has been very successful and we are now developing additional courses in Research Methodologies, Research for Pharmacists, Research Approvals, Research Statistics and User Involvement in Research to be launched in 2013

4.3 Trust-generated Research: To encourage Trust staff to develop their own research ideas to inform evidence-based practice locally and nationally, we will be working with the NIHR Research Design Service (based at the University of East Anglia) to promote grant development and idea generation across the Trust. in 2012, we have funded 2 Trust clinicians to spend the time to develop grant applications for research, and this initiative will be rolled out wider in 2013 supported by the new training courses mentioned above.

Dr Bonnie Teague Research Manager 28

th December 2012

Research Update

Research and Development

Dr Jon Wilson & Bonnie Teague

3rd April 2013

Background to ResearchNHS Research is part of a national system, organised through

the Department of Health’s National Institute of Health Research(NIHR), and supported by Clinical Research Networks.

Most studies in the NSFT have been funded through a nationalcompetitive grant system which are reviewed by expert committeesfor scientific quality, ethical considerations and potential benefit toNHS patients and services.

We also conduct a small number of Industry-funded studies whichare required to have undergone the same rigorous ethical andsafety reviews as grant-funded studies.

User Involvement

All national studies now involve service users, carers or lay

participants in the following ways:

Design/Development of the Research Protocol

Membership on Approval committees

Membership on Research Study Management Groups

Involvement in analysis and dissemination of results.

There are national Public Involvement in Research groups

which also advise the NIHR and funding bodies, and we have

local groups which we access for research developed in the

Trust.

Types of Research Studies

Drug Trials – These can be testing new compounds or

trialling existing medication in a new condition area.

Therapy Studies – looking at how effective new therapies or

education programmes are to service users, family members

and/or carers.

Non-interventional Studies – studies conducting interviews

or collecting existing data which will reveal new observations

about mental health conditions.

Conditions being Researched

Dementias and Later-Life

Schizophrenia

Bi-Polar

Eating Disorders

Learning Difficulties

Psychosis

Anxiety

OCD

NSFT Research Topics

Dementia and Later-Life Research

In response to national publications about the need for more

dementia research, the NIHR have funded millions of pounds of

new research into the condition.

We are now starting to see an increase in the number of

dementia studies starting in the Trust, and expect this activity to

increase over the next 2-3 years.

New dementia studies are not only looking for more effective

medications to reduce symptoms, but also aiming to slow down

the progression of the condition and investigate ways to provide

better overall care.

Examples of Studies: Dementia

Drug Study: Servier Study

Evaluating effectiveness of a new medication in people with

moderate Alzheimer’s Disease.

Will the medication help to slow down progression of Alzheimer’s

Disease as measured by cognition and quality of life assessments?

If successful, the medication could be an effective new treatment

for Alzheimer’s Disease.

Summary

Clinical Aim

Potential

Impact

Examples of Studies: Later-Life

Drug Study: ATLAS Study

Evaluating effectiveness and safety

of an existing antipsychotic medication in a new patient group

Will Amisulpride help to reduce symptoms of late-onset

Schizophrenia-like psychosis?

The study will provide evidence as to whether amisulpride is an

effective and safe treatment for people with late-onset schizophrenia.

Summary

Clinical Aim

Potential

Impact


Non-Interventional Study: PROVIDE Study

Investigating the prevalence of visual impairment in people with dementia

Understand the scale of eye problems in people with dementia within

NHS Services and care-homes.

The study will provide evidence about the need to develop appropriate

eye-care treatment and training for optometrists for people with dementia.

Summary

Clinical Aim

Potential

Impact


Non-interventional: Brains For Dementia

Looking at the causes of dementia through studying brain tissue samples

in people with dementia compared to healthy volunteers across the UK.

To understand the origins of dementia through analysing brain tissue

supported by pre-mortem data about progression of the condition

The study could help inform new targeted drug and therapy development in

the future.

Summary

Clinical Aim

Potential

Impact

Schizophrenia Research

Currently research into schizophrenia is the NSFT’s most

active field in research.

Most studies are looking at reducing positive and negative

symptoms of research through developing more effective

treatments.

Many new studies are also looking at the whole condition

itself, in order to develop better treatments and support

packages in the future.

Examples of Studies: Schizophrenia

Drug Study: OCTUMI-4

Evaluating the effectiveness of combinations of existing medication in

people with schizophrenia.

To find out if adding an antidepressant (mirtazapine) and folic acid

Supplements to standard antipsychotic treatment will improve

Symptoms of schizophrenia.

If successful, will provide an evidence base for the use of anti-depressants

and/or supplements in the treatment of symptoms of schizophrenia.

Summary

Clinical Aim

Potential

Impact

Non-interventional Study: PATTERN

To understand the course of schizophrenia over a 24 month period

and how the condition affects the lives of patients and carers.

The study will help to understand the nature and impact of schizophrenia

Better in order to develop more effective treatments and support packages

in the future.

Summary

Clinical Aim

Potential

Impact


The study will look at severity of symptoms, change of symptoms, costs

and quality of life through questionnaire completion.

Non-interventional Study: DPIM

Investigating whether a genetic link is present for various mental health

conditions which could affect effectiveness of treatments.

To establish whether there is a genetic link in schizophrenia, bi-polar,

alcoholism and autism through questionnaire completion and blood

DNA analysis.

The study could help inform new targeted drug and therapy development in

the future.

Summary

Clinical Aim

Potential

Impact


On-going NSFT Study: Health

Improvement Profile (HIP)

A study looking at whether training community mental health nurses to complete

a physical health assessment with people with severe mental illness has an impact on

Quality of life and understanding of physical health challenges in mental health patients.

So far, we have observed:

•Physical health problems have been identified and resolved, preventing more

serious incidents in the future.

•A greater understanding of physical health needs among community mental health

nurses, and greater confidence to ask the right questions.

•Teams across the Trust are now better equipped to undertake physical health

assessments.

Youth Mental Health

Therapy Study: PRODIGY

A pilot study looking at the effectiveness of cognitive behavioural therapy (CBT)

to prevent social disability in young people with emerging severe mental illness. Summary

Clinical Aim

Potential

Impact

To look at the feasibility of delivering a large scale social-recovery CBT trial

and evaluating whether the therapy is effective in improving social recovery.

If successful, the study will provide evidence about the impact of delivering

targeted therapy treatments to young people in order to prevent future

and life-long social disability.

Carer-focused research

iCST: Individualised Cognitive Stimulation Therapy

Training carers and family members to give home-basetherapy to people with dementia with the aim of increasingaccess to therapy, improving quality of life and cognitive function.

ECHO: Expert Carers Helping Others

To support carers/family members of people with anorexianervosa by providing a support package with and withouttelephone guidance, and looking at the effects of quality of life,carer burden and recovery from anorexia.

Future Developments

Increase access to Research

We are looking to develop strategies to potentially offer all Trust serviceusers the opportunity to become involved in research studies throughincreased access to information about research by both service usersand Trust staff.

Increased NSFT-generated Research

We have started a scheme to support more Trust staff to develop theirown nationally-funded research projects in order to increase theresearch profile of the Trust nationally.

Research Training

Our research training programme has started successfully, and we areplanning to increase the number of courses on offer in 2013.

Meeting to be held on 3 April 2013 from 13:30 – 16:30 Lunch will … of Governors/BOG...

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Transcript of Meeting to be held on 3 April 2013 from 13:30 – 16:30 Lunch will … of Governors/BOG...