STANDING ORDERS
Adopted by the Grampian NHS Board: 6 July 2004
Review Date December 2004
NHS GRAMPIAN
STANDING ORDERS
1GENERAL
1.1The Code of Accountability for NHS Boards, April 1994 is the basis on which NHS organisations should seek to fulfil the duties and responsibilities conferred upon them by the Minister for Health and Community Care, Scotland.
1.2As stated in the Code of Accountability, the Board is required to draw up Standing Orders, a Schedule of Decisions reserved to the Board and Standing Financial Instructions. These documents taken together represent the Board’s Formal Corporate Governance framework.
1.3The Standing Orders relate to the order and conduct of the Board as constituted by the National Health Service (Scotland) Act 1978, and specifically to the regulation of the Procedure and Business of the Board and its Committees.
1.4From 1 April 2004 NHS Grampian will be the common name of Grampian Health Board.
1.5The Board has a collective, corporate responsibility for the governance and performance of the health system in Grampian. It will receive executive support from the Board Executives, whose core membership will be the executives who are also Board members.
1.6Grampian NHS Board will have responsibility for the following key functions:-
(a)to put and keep in place arrangements for the purpose of monitoring and improving the quality of health care which it provides to individuals.
(b)to set the strategic direction of the organisation within the overall policies and priorities of the Government and the NHS, define its annual and longer-term objectives and agree plans to achieve them;
(c)to oversee the delivery of planned results by monitoring performance against objectives and ensuring corrective action is taken when necessary;
(d)to ensure effective financial stewardship through value for money, financial control and financial planning and strategy;
(e)to ensure that high standards of corporate governance and personal behaviour are maintained in the conduct of the business of the whole organisation;
(f)to appoint, appraise and remunerate Directors and senior medical staff;
(g)to ensure that there is effective dialogue between the organisation and the local community on its plans and performance and that these are responsive to the community’s needs;
(h)to ensure effective management of the various hospital establishments or facilities within Grampian, including the management of the teaching and research facilities associated with these establishments and the support services related thereto.
(i)to ensure mechanisms and processes are in place to support the creation of a culture within NHS grampian where the delivery of the highest standard possible of staff management is understood to be the responsibility of everyone working within the system and is built upon partnership and collaboration.
2BOARD ROLE
2.1The Board sets the general direction for the Executive Directors to manage on a day-to-day basis in accordance with the Board’s values and policies. The Board monitors the Executive Directors’ progress and performance through approving and reviewing service strategies and supporting or vetoing specific actions. The Board delegates its executive responsibility for the performance of its functions to the Chief Executive and Executive Directors and exercises supervision and control by requiring the submission and approval of service plans and budgets. Financial supervision and control is detailed in the Board'’ Standing Financial Instructions.
2.2All Directors will contribute to the work of the Board through a general oversight of the work of the Board – and, in particular, by sharing responsibility in matters of policy, finance, and development of the Board’s functions and services.
2.3All Directors will:-
(a)share corporate responsibility for policies and decision-making for the Board;
(b)share in the development of a clear understanding of the aims and objectives of the Board;
(c)monitor progress towards agreed targets
3OPERATIONAL AND ACCOUNTING DATE OF THE BOARD
3.1The operational date of the Board shall be 1 April 2004.
3.2The accounting date of the Board shall be 31 March.
4MEMBERSHIP
4.1General
The Chairman and Non-Executive Directors may be appointed for a maximum of four years. These appointments are renewable by the Minister for health and Community Care Scotland. In accepting appointment to the Board, Board Members will formally recognise and accept the Codes of Conduct and Accountability for NHS Boards and acknowledge that a breach of these Codes is ground for their fitness to hold office being rescinded.
4.2Disqualification from Appointment as Chairman or Non-Executive Director
Certain individuals are disqualified from appointment as a Chairman or Non-Executive Director of the Trust and these are as detailed in Scottish Executive guidance.
4.3The Executive Directors of the Board shall include the:
(a)Chief Executive
(b)Chief Operating Officer
(c)Director of Finance
(d)Medical Director
(e)Nurse Director
(f)Director of Public Health
5DECLARATION OF INTERESTS AND REGISTER OF INTERESTS
5.1The Chairman, Chief Executive and Board members and other senior officers of the Board shall, on their appointment or within four weeks of change occurring, declare external interests which are relevant and material to the business of the Board.
5.2Relevant and material interests shall include:
(a)directorships, including non-executive directorship held in private companies or Plc’s (with the exception of those of dormant companies);
(b)ownership or part-ownership of private companies, businesses or consultancies likely or possibly seeking to do business with the NHS;
(c)majority or controlling share-holdings in organisations likely or possibly seeking to do business with the NHS;
(d)a position of authority in a charity or voluntary body in the field of health and social care;
(e)any connection with a voluntary or other body contracting the NHS services.
5.3Directorships of companies likely or possibly seeking to do business with the NHS should be disclosed in the Board’s Annual Report.
5.4A Register of Interests shall be maintained and shall be available for inspection at the Board’s Headquarters by the public on request. The Register shall be kept up-to-date by means of an annual review and its existence disclosed in the Annual Report. The Register shall be brought to the attention of the Board’s internal and external auditors.
6DEPUTY CHAIRMAN
6.1The Board may appoint one of their Non-Executive Members to be Deputy Chairman, for such period not exceeding the remainder of his/her term as a member of the Board, as they may specify on appointing him/her.
6.2Any Member so appointed may at any time resign from the office of Deputy Chairman by giving notice in writing to the Chairman. The Board shall thereupon appoint another of their Non-Executive members as Deputy Chairman in accordance with the provisions of this Standing Order.
6.3The Deputy Chairman shall perform the duties of the Chairman where the Chairman is unable to perform his/her duties as Chairman for any cause.
7FREQUENCY OF MEETINGS
7.1The Code of Accountability states that Boards are required to meet regularly and to retain full and effective control over the organisation.
7.2Ordinary Meetings of the Board. These shall, unless the Board resolves otherwise, be held bi-monthly on the first Tuesday of the month at 10.00 am or at such other time as the Board may determine. The timing and venue will be publicised in advance of each meeting.
7.3Extraordinary and Special Meetings. In addition to ordinary meetings, extraordinary and special meetings may be called at any time on the direction of the Chairman. The notice of meeting shall specify the business to be transacted.
7.4A meeting of the Board must also be called at any time by the Chairman on receipt of a requisition in writing for that purpose, specifying the business proposed to be transacted, signed by not less than six Members of the Board including at least three Non-Executive Members of the Board. Such meetings should be held within 14 days of the receipt of requisition. No business may be transacted at the meeting other than that specified in the requisition.
7.5The Annual General Meeting at which the Board’s audited accounts and Annual Report and any report on the accounts shall be presented shall be held in public. This meeting shall be held not later than six months after the Board’s accounting date.
8NOTICE OF MEETINGS
8.1Agenda and papers for ordinary meetings shall be sent to Members seven days before the day of the meeting. Exceptionally, and at the discretion of the Chief Executive or Chairman, follow-up papers may be despatched less than seven days before the meeting. All matters of business and related papers shall be in the hands of the Board Secretary not later than 3.00 pm two working days preceding that on which the agenda and papers are issued.
8.2Notice of extraordinary and special meetings shall be despatched to each Member not later than 72 hours before the time fixed for the meeting, unless specially directed otherwise by the Chairman.
8.3No business shall be transacted at any meeting of the Board other than that specified in the agenda, except with the consent of the majority of the Members present.
8.4Proceedings at meetings are not invalidated by reason of any inadvertent omission to send notice of the meeting to any Member, or of any informality or defect in calling the meeting.
8.5Board meetings shall be held in public. The public shall be given at least three days’ notice of the time and place of the meeting. Agenda and papers shall be provided to members of the public.
9ATTENDANCE AT MEETINGS
9.1If a Member fails to attend any Board meeting for a period of six consecutive months, the Chairman may refer the matter to the Scottish Executive. A Register of Attendance will be maintained by the Board Secretary.
10CHAIRMAN
10.1The Chairman or Deputy Chairman shall preside at every meeting of the Board. In the absence of the Chairman or Deputy Chairman the Members present shall elect from among those present a Non-Executive Member to act as a Chairman for that meeting. All questions of order are decided by the Chairman.
10.2Deference shall be paid at all times to the authority of the Chairman.
10.3It shall be the duty of the Chairman to preserve order and ensure that Members obtain a fair hearing. The Chairman shall decide all matters of order, competence, urgency, relevancy and regularity (including matters of procedure and the handling of motions) and his/her ruling and interpretation of Standing Orders shall be final.
10.4The Chairman shall be entitled to adjourn the Meeting to a time he/she may then or afterwards fix and his/her vacating the Chair shall indicate that the meeting is adjourned. When an adjourned meeting is resumed, proceedings shall normally commence at the point of adjournment, subject to the discretion of the Chairman to alter the order of business as stated in 12.1.
11QUORUM
11.1Attendance by half of the total membership plus one (of whom at least three shall be Non-Executive Members) constitutes a quorum.
11.2No business shall be transacted at Board meetings, or at meetings of the Board’s Standing Committees, unless a quorum is present.
12BUSINESS AT MEETINGS
12.1Business shall normally be transacted in the order set out in the agenda. The Chairman has power to alter the order of business at any stage. With the consent of Members present, business not included on the agenda may be transacted under Any Other Competent Business. The additional items shall be recorded in the Minute.
12.2At a Board Meeting no business other than that specified in the agenda shall be considered, except in the case of business either required by or under enactments to be transacted at the Board Meeting or which in the Chairman’s opinion is relevant, competent and urgent. Such business shall be considered at the end of the Meeting, unless the Chairman determines otherwise.
13ORDER OF BUSINESS
13.1The order of business at every Board Meeting shall be as follows:-
(1)The Chairman or Deputy Chairman or in their absence another non-Executive Member chosen by the Members present, shall take the Chair.
(2)The Sederunt shall be taken and apologies, if any, intimated.
(3)The Minutes of the last Meeting shall be submitted for confirmation and if confirmed, signed by the Chairman in the presence of the Meeting.
(4)Business arising out of the Minutes and business remaining or adjourned from the last Meeting.
(5)Any correspondence, communications or business as specified in the Notice.
(6)Minutes of Committees, and Sub-Committees shall be submitted and so far as not reported for information be formally adopted.
(7)Notices of Motion in the order in which they have been received.
(8)Business, if any, in terms of Standing Order 5.1.
(9)Business will normally be conducted in Open Session (see paragraph 8.5 for exceptions).
14MOTIONS AND AMENDMENTS
14.1Motions and amendments moved but not seconded are not put to the meeting or minuted.
14.2No motion or amendment, having been seconded, shall be altered or withdrawn without the agreement of the Board.
14.3All amendments must be relevant to the motion.
14.4No Member may move or second any amendment, having moved or seconded the motion.
14.5No Member may move or second more than one amendment to a particular motion.
14.6The Chairman has the power to rule out of order any motion or amendment which is, in his judgement, irrelevant or incompetent.
14.7A motion which is contradictory to a resolution of the Board shall not, unless submitted in the report of a Committee, be competent within six months of the adoption of such resolution. When any such motion has been disposed of at any meeting of the Board, no motion to the same effect may be proposed within six months of that meeting.
15ORDER OF DEBATE
15.1The mover of a motion or amendment shall not speak for more than five minutes unless with the consent of the meeting.
15.2A Member shall speak briefly, and only once, on the same question, except on a point of order or with the permission of the Chairman.
15.3The mover shall have the right to speak for up to five minutes in reply. The reply shall be confined strictly to answering matters raised in the debate. No new matter shall be introduced.
15.4After the reply, no Member may speak on the question.
16POINTS OF ORDER
16.1Any Member may speak on a point of order, referring to the particular Standing Order being infringed.
16.2All points of order are decided by the Chairman.
17ADJOURNMENT AND CLOSURE OF DEBATE
17.1As stated in 10.4 above, a meeting of the Board may be adjourned to any other day, hour and place. A motion of adjournment of any meeting or adjournment of any debate on any question shall be put to the meeting without discussion.
17.2Any Member who has not spoken on the matter being discussed may move that the motion to adjourn be put to the meeting. If the motion is seconded, the Chairman shall accept and put the motion to the meeting.
18VOTING
18.1Agreement on issues under debate shall normally be reached by consensus. Any Member present, however, may ask for a vote to be taken.
18.2All acts of, and questions coming and arising before the Board shall be done and decided by a majority of the Members of the Board present and voting at a meeting of the Board. In the case of an equality of votes, the Chairman shall, in addition to his deliberative vote, have a second or casting vote.
18.3When only one amendment is made, the vote shall be taken between the motion and the amendment and the result becomes the finding of the meeting.
18.4When there is more than one amendment, the last one proposed shall be put against the preceding amendment, and that which is carried shall be set against the next preceding until there remains one amendment. The vote shall then be taken between the motion and the amendment.
18.5Voting shall be by a show of hands, the numbers voting and the number of abstentions being recorded in the Minute.
18.6Any Member may at any meeting ask for his dissent to any decision to be recorded.
19AMENDMENTS, VARIATIONS AND SUSPENSION OF STANDING ORDERS
19.1Amendments or variations to, or suspensions of, these Standing Orders may only be made provided at least two-thirds of those Members present signify their agreement.
20DECLARATION OF INTERESTS
20.1In terms of The Ethical Standards in Public Life etc (Scotland) Act 2000, the Code of Conduct for the Board was approved by the Scottish Ministers. The Codes states that relevant interests should be declared on appointment and recorded formally in the Board minutes. Such interests shall also be entered into a Register.
20.2In line with the Code of Conduct, and guidance outlined in NHS circular MEL (1994) 80, the formal Register of Members’ Interests shall be prepared and maintained by the Board’s Standards Officer.
20.3The Register shall be updated as necessary. It is the responsibility of members to advise of any material change to their interests to ensure that the Register is accurately maintained. The Register shall be available for inspection by the general public during normal office hours at the Board’s Headquarters and will be available on the internet.
20.4If a Member has any pecuniary or otherwise interest, direct or indirect, in any contract or proposed contract or other matter, and is present at a meeting at which the contract or other matter is subject of consideration, the Member shall as soon as practicable after the start of the meeting disclose the fact and when a conflict of interest is established shall withdraw and play no part in the relevant discussion or decision.
20.5Any remuneration, compensation or allowance payable to the Chairman or other Director of the Board under Paragraphs 4, 5 or 13 of Schedule 1 to the National Health Service (Scotland) Act 1978 shall not be treated as a pecuniary interest for the purpose of this Standing Order.
21ADMISSION OF THE PUBLIC AND THE PRESS TO BOARD MEETINGS
21.1In line with the provision of the Public Bodies (Admission to Meetings) Act 1960, members of the public and representatives of the Press may observe the Open Session of the Board meeting, and may not interrupt the proceedings of the meeting in any way.
21.2The Board reserves the right to discuss matters in Closed Session and “In Camera”. For these sessions the public, including members of the Press, shall withdraw. These occasions shall be kept to a minimum and “In Camera” sessions will be reserved for sensitive business and personnel issues. Minutes of the Closed and “In Camera” sessions of the Board will be recorded with confidentiality being maintained and with due regard to the sensitivity of the matter(s) discussed.
21.3Members of the public and representatives of the Press shall not be permitted to use photographic or recording equipment of any kind, without seeking and receiving the prior permission of the Chairman.