Standing Orders for the Practice and Procedure of the Council of Governors

1. Introduction

1.1. These Standing Orders form part of the Constitution of the Queen Elizabeth Hospital Kings Lynn NHS Foundation Trust.

2. Interpretation

2.1. Save as permitted by law and subject to the Constitution, 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 Secretary).

2.2. Unless contrary intention is evident or the context requires otherwise, words or expressions contained in these Standing Orders shall bear the same meaning as in the Constitution.

3. The Trust

3.1. All business shall be conducted in the name of the Trust.

4. Council of Governors

4.1. The composition of the Council of Governors is set out in the Constitution.

4.2. The Chief Executive and any other Director or representative of the Trust’s Auditors or other advisors can attend a meeting of the Council of Governors.

4.3. Role of the Public Governors

One of the duties of the Public Governors is to facilitate communication between the Board of Directors and the Members of the Trust.

4.4. Role of the Chair

The Chair is not a member of the Council of Governors. Under the Regulatory Framework, the Chair presides at meetings of the Council of Governors. Where the Chair ceases 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 (Non-Executive Director appointed by the Council of Governors) 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 their duties, be taken to include references to the Deputy Chair.

4.5. Lead Governor and Deputy Lead Governor

The Lead Governor and/or Deputy Lead Governor shall be elected/reappointed by their peers at the last general meeting of the Council of Governors held prior to the expiry of the incumbent Lead Governor’s term of office in their capacity as Lead Governor.

4.5.1. The Lead Governor and the Deputy Lead Governor must be public governors.

4.5.2. Without prejudice to the rights of any Governor to communicate directly with the Chair, the Lead Governor shall be responsible for receiving from Governors, and communicating to the Chair, any comments, observations and concerns expressed to them by Governors other than at meetings of the Council of Governors regarding the performance of the Trust or any other serious or material matter relating to the Trust or its business and facilitate direct communication between the Council of Governors and NHS England where it is deemed necessary including where the Trust is at risk of significant breaching of the terms of its Licence and the concern cannot be satisfactorily resolved, which may include but shall not be limited to the following circumstances:

4.5.2.1. where NHS England has concerns as to the Board of Directors’ leadership of the Trust and those concerns may in time lead to the use of NHS England’s powers to remove the Chair or Non- Executive Directors.

4.5.2.2. where NHS England has been made aware that the process for appointment of the Chair or other members of the Board of Directors or elections for Governors or other material decisions, may not have complied with the Constitution or whilst complying with the Constitution, may be inappropriate.

4.5.2.3. where any individual Governor wishes to contact NHS England (which they must do via the Lead Governor). The Lead Governor shall take steps to understand NHS England role, the available guidance and the basis on which NHS England may take regulatory action. The Lead Governor’s details will be provided to NHS England and updated as required. Before responding to any consultations, the Lead Governor will, where necessary, consult with the Council of Governors.

4.5.3. To be eligible the Lead and Deputy Lead Governor shall be elected for a term not exceeding the remainder of their term as Governor of the Trust. A Governor should have served a minimum of one year in office to be eligible for appointment. In terms of voting methodology for appointment, ‘first past the post’ will be used with the Governor with the most votes appointed to the role.

4.5.4. The deputy lead governor shall be responsible for supporting the lead governor in their role and for performing the responsibilities of the Lead Governor whenever they are not known to be available.

4.5.5. Each Governor shall communicate any comment, observation, or concern which they may have to the lead Governor in the first instance and only to the deputy lead governor if the lead Governor is known to be unavailable.

4.5.6. The appointment as Lead Governor shall be effective for three years or (if earlier):

• Until that person resigns the position of Lead Governor by giving notice to the Chair in writing; or
• Until that person is removed from the position of Lead Governor by a resolution passed by three quarters of the remaining governors at a general meeting of the Council of Governors.

4.5.7. Nominations for appointment as lead Governor and deputy lead Governor shall be sent out with the papers for a general meeting of the Council of Governors. Each nomination shall be made in writing by the Governor seeking appointment and must be returned to the Trust Headquarters addressed to the Secretary to arrive three clear days before the meeting.

4.5.8. There shall be separate forms of nomination for appointment to the position of lead Governor and the position of deputy lead Governor and eligible Governors may be nominated for both positions.

4.5.9. In the event of there being two or more nominations for either appointment a secret ballot shall be held of all the Governors present at the meeting with each Governor present having one vote for each contested appointment.

4.5.10. The meeting shall adjourn while the ballot is taken and the Governor whose nomination receives the largest number of votes for each position shall be appointed.

4.5.11. In the event of an equality of votes the Chair of the meeting shall have a second or casting vote.

4.5.12. If a Governor shall receive the largest number of votes for appointment as both lead Governor and deputy lead Governor that Governor shall be appointed as lead Governor and the Governor who received the second largest number of votes for the position of deputy lead Governor shall be appointed as deputy lead Governor.

4.5.13. The result of the ballot shall be announced at the meeting.

5. Meetings of the Council of Governors

5.1 Calling Meetings

5.1.1. Ordinary meetings of the Council shall be held at least four times a year at such times and places and of such format including in person, by using electronic communication or hybrid as the Chair may determine. The Chair may call additional meetings as necessary.

5.1.2. A meeting may be requisitioned by the governors by a notice to the Chair, signed by at least one-third of the whole number of the Council of Governors. If the Chair refuses to call a meeting after a requisition for that purpose has been presented to them, or if, without so refusing, the Chair does not call a meeting within seven days after such requisition has been presented to them, at the Trust Headquarters, such one-third or more of the members of the Council of Governors may forthwith call a meeting of the Council of Governors for the purposes of conducting that business.

5.1.3. Not less than four meetings will be held each year. One such meeting may be combined with the Annual Members’ Meeting. Meetings will normally be held in public. However, the Council of Governors may resolve to exclude the public where it wishes to discuss particular issues in private session. For the avoidance of doubt, where a meeting of the Council of Governors is combined with the Annual Members’ Meeting, the meeting of the Council of Governors must be open to members of the public.

5.2. Notice of meetings

5.2.1. Before each meeting of the Council, a notice of the meeting, specifying the business proposed to be transacted at it, and signed by the Chair or by an officer authorised by the Chair to sign on their behalf shall be delivered to every member of the Council of Governors, or sent by post to the usual place of residence of such governor, so as to be available to them at least seven days before the meeting, except in case of an emergency.

5.3. Notice of business to be transacted

5.3.1. Before each meeting of the Council a public notice of the time and place, and if appropriate remote access/electronic communication arrangements, of the meeting of the meeting, and if possible, the public part of the agenda, shall be displayed at the Trust’s Headquarters at least six clear days before the meeting, except in case of emergencies.

5.3.2. Lack of service of the notice to any Governor shall not affect the validity of a meeting.

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

5.3.4. A notice shall be presumed to have been served at the time at which the notice would be delivered in the ordinary course of post or otherwise on the day following electronic transmission.

5.4. Setting the agenda

5.4.1. The Council of Governors may determine that certain matters shall appear on every agenda for a meeting and shall be addressed prior to any other business being conducted (“Standing items”).

5.4.2. A Governor desiring a matter to be included on an agenda, shall make their request in writing to the Chair at least 10 clear days before the meeting save in an emergency.

5.5. Attendance and questions from the public

5.5.1. The public shall be welcome at all meetings of the Council of Governors unless the Council of Governors decides otherwise in relation to all or part of a meeting for reasons of commercial confidentiality or on other proper grounds. The chair may exclude any member of the public from a meeting of the Council of Governors if they are interfering with or preventing the proper conduct of the meeting.

5.5.2. Up to 15 minutes will be set aside at the end of each ordinary meeting of the Council of Governors to enable members of the public or other interested parties to ask questions of the Council of Governors. Questions on any matter that has been discussed at the meeting can be raised at this point. Questions on general matters related to the business of the Trust should be sent in writing to the Chair at least ten days prior to the meeting.

5.5.3. Nothing in these Standing Orders shall require the Council of Governors to allow member of the public or representatives of the press to record proceedings in any manner whatsoever, other than in writing, or to make any oral report of proceedings as they take place, without the prior agreement of the Chair.

5.6. Chair of meeting

5.6.1. At any meeting of the Council, the Chair, if present, shall preside. If the Chair is absent from the meeting of the Council of Governors or absent temporarily on the grounds of a declared conflict of interest the Deputy Chair, if they are present, shall preside. If the Chair and Deputy Chair are absent such Non-Executive Director as the Council of Governors present shall choose shall preside. Where the Chair, or Deputy Chair, and Non- Executive Directors are all absent or have a conflict of interest, the meeting of the Council of Governors shall be adjourned.

5.7. Notices of motions

5.7.1 A member of the Council of Governors wishing to move or amend a motion shall send written notice thereof assigned by at least one other Governor at least 15 clear days before the meeting to the Chair, who shall insert in the agenda for the meeting all notices so received subject to the notice being permissible under the appropriate regulations. This paragraph shall not prevent any motion being moved during the meeting, without notice on any business mentioned on the agenda.

5.7.2. Emergency motions:- Subject to the agreement of the Chair, a Governor 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 stat the grounds of urgency. If in order, it shall be declared to the Council at the commencement of the business of the meeting as an additional item included in the agenda. The Chair’s decision to include or exclude the item shall be final.

5.8. Motions: Procedure at and during a meeting

5.8.1. Who may propose
A motion may be proposed by the Chair of the meeting, or any member of the Council of Governors present at the meeting. It must also be seconded by another Governor.

5.8.2. Contents of motion
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:

(a) The reception of a report.

(b) Consideration of any item of business before the Council of Governors.

(c) The accuracy of minutes.

(d) That the council of Governors proceed to next business.

(e) That the Council of Governors adjourn.

(f) That the question be now put.

5.8.3. Motion once under debate
When a motion is under discussion or immediately prior to discussion it shall be open to a Governor to move:

(g) An amendment to the motion.

(h) The adjournment of the discussion or the meeting

(i) That the meeting proceeds to the next business. (*)

(j) The motion be now put. (*)

(k) That a Governor be not further heard.

(l) A motion resolving to exclude the public, including the press.

In the case of sub-paragraphs denoted by (*) above to ensure objectivity motions may only be put by a Governor who has not previously taken part in the debate.

5.9. Amendments to motions

A motion for amendment shall not been discussed unless it has been proposed and seconded. Amendments to motions shall be moved relevant to the motion and shall not have the effect of negating the motion before the Council of Governors. The Chair’s decision on this will be final. If there are a number of amendments, they shall be considered one at a time. When a motion has been amended the motion shall become the substantive motion before the meeting, upon which any further amendment may be moved.

5.9.1. Rights of reply to motions
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. The member who proposed the substantive motion shall have a right of reply at the close of any debate on the motion.

5.9.2. Time limits
Them over of a motion shall have a maximum of five minutes to propose the motion and three minutes to reply. Once a proposition has been proposed, no governor shall speak more than once or for more than three minutes.

5.9.3. Withdrawal of motion or amendments
A motion or amendment once moved and seconded may be withdrawn by the proposer with the concurrence of the seconder and consent of the Chair.

5.9.4. Motion to Rescind a Resolution
Notice of a motion to amend or rescind any resolution (or the general substance of any resolution) which has been passed within the preceding six calendar months shall bear the signature of the governor who gives it and also, the signature of four other governors. When any such motion has been disposed of by the Council, it shall not be competent for any member other than the Chair to propose a motion to the same effect within six months, however the Chair may do so if they consider it appropriate. If a Governor persistently disregards the ruling of the Chair by behaving improperly or offensively or deliberately obstructs business, the Chair may move that the Governor so they cannot be heard further. If seconded, the motion will be voted on without discussion. If the Governor continues to behave improperly after such a motion is carried, the Chair may require that either the Governor leaves the meeting room or that the meeting is adjourned for a specified period. If seconded, the motion will be voted on without discussion.

5.10. Chair’s Ruling

Statements of members of the Council made at Council meetings shall be relevant to the matter under discussion at the material time and the decision of the Chair of the meeting on questions of order, relevancy, regularity and any other matters shall be final.

5.11. Voting

5.11.1. Subject to paragraph 48 of the Constitution, every question at a meeting of the Council of Governors shall be determined by a majority of the votes of the Governors present and voting on the question.

5.11.2. All Questions put to a vote shall, at the discretion of the Chair of the meeting, be determined by oral expression or by a show of hands. A secret paper ballot may also be used if a majority of the Governors present so request.

5.12. Minutes

5.12.1. The minutes of the proceedings of a meeting shall be drawn up and submitted for agreement at the next ensuing meeting, where they will be signed by the person presiding at it.

5.12.2. 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 meeting./p>

55.12.3. Minutes shall be circulated in accordance with the Council of Governors wishes. Where providing a record of a public meeting the minutes shall be made available to the public.

5.13. Suspension of Standing Orders

5.13.1. The Standing Orders may not be suspended by the Council of Governors.

5.14. Variation and Amendment of Standing Orders

5.14.1. These Standing Orders may only be amended in accordance with this constitution.

5.15. Record of Attendance

5.15.1. The names of the Chair and members of the Council present at the meeting shall be recorded in the minutes.

5.16. Quorum

5.16.1. No business shall be transacted at a meeting unless one third of the total number of governors with a majority of those present being Public Governors. If at any meeting there is no quorum present within 30 minutes of the time fixed for the start of the meeting, the meeting shall stand adjournment for seven days and upon reconvening, those present shall constitute a quorum.

5.16.2. If a governor has been disqualified from participating in the discussion on any matter and/or from other voting on any resolution by reason of the declaration of a conflict of interest (as provided in Standing Order 7) they 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.

6. Delegation of functions and status of Standing Orders

6.1. Delegation of functions and powers

6.1.1. The Council of Governors may not delegate any of its functions or powers to an individual group, committee, or sub-committee, but it may appoint groups consisting of its members, Directors and other persons to assist the Council of Governors in carrying out its functions. The Council of Governors may, through the Secretary, request that advisors assist them or any working group they appoint in carrying out its duties.

6.2. Non-compliance with Standing Orders

6.2.1. 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 Council of Governors for action or ratification. All members of the Council of Governors have a duty to disclose any non- compliance with these Standing Orders to the Secretary as soon as possible.

6.3. Committees

6.3.1. The Council of Governors may, and if directed by the Chair, shall, appoint committees consisting or a majority of Governors.

6.3.2. A committee appointed under Standing Order 6.1 may, subject to such guidance by the Council of Governors, appoint sub-committees consisting wholly or partly of members of the committee.

6.3.3. These Standing Orders shall, as far as they are applicable and except as set out below, apply with appropriate alteration to meetings of any committees established by the Council of Governors., In which case the term “Chair” is to be read as a reference to the Chair of the Committee as the context permits, and the term “Governor” is to be read as a reference to a member of the committee also as the context permits.

6.3.4. Members of committees and sub-committees of the Council of Governors may participate in meetings such committees and sub-committees by telephone, teleconference, video or computer link. In such cases, if any person attends the meeting be telephone, teleconference, video or computer link, then SO 5.10 shall be amended so as to allow such a person to cast a vote verbally (such verbal vote to be recorded in the minutes).

6.3.5. Each committee and sub- committee shall have such terms of reference and be subject to such conditions (as to reporting back to the Council of Governors), as the Council of Governors shall decide.

6.3.6. The Council of Governors shall appoint persons to each of the Committees which it has formally constituted at the next meeting following any elections.

6.3.7. The Council of Governors shall establish a Non-Executive Director Nominations and Remuneration Committee, and other such Committees as required to assist the Council of Governors in discharging its responsibilities. The Nomination and Remuneration Committee shall regularly review the structure, size and composition of the Board of Directors and make recommendations for changes where appropriate.

6.3.8. As part of the process for appointments, the committee will be responsible for the identification and nomination of non-executive directors.

6.3.9. The Chair will chair the committee.

6.3.10. The Nomination and Remuneration Committee will operate in accordance with guidance set out in the NHS Provider Code of Governance issued by NHS England.

6.3.11. The Council of Governors shall not delegate any decision- making or executive powers to any committee or sub-committee.

6.3.12. The committees and sub-committees established by the Council shall be such committees as are required to assist the Council in discharging its responsibilities.

6.4. Confidentiality

6.4.1. A member of the Committee shall not disclose a matter dealt with, by or brought before, the committee without its permission until the committee shall have reported to the Council of Governors or shall have concluded on the matter.

6.4.2. A Governor or a member of a committee of the Council of Governors shall not disclose a matter reported to the Council of Governors or otherwise dealt with by the committee, notwithstanding that the matter has been reported, or action has been concluded, if the Council of Governors or committee shall resolve that it is confidential.

6.4.3. A Governor of the Trust or a member of a committee shall not reveal or disclose the contents of papers marked ‘in confidence’ or minutes headed ‘Items taken in Private’ outside of the Trust, without the express permission of the council of Governors. This prohibition shall apply equally to the content of any discussion during the meeting which may take place on such reports and papers.

6.4.4. Review of membership – On an annual basis, each committee of the Council of Governors should look to review its membership. This will be achieved through a ‘call to members’, which should take place after the Annual Members Meeting.

6.4.5. The Council will approve the final composition of each sub-committee after the review exercise has been completed.

6.4.6. Procedure for electing the Committee Chair – Committee members will elect a Chair from amongst the Committee membership to serve for a period of up to one year.

6.4.7. Committee Chairs may seek re-election after they have serviced their term of office, therefore, the maximum amount of time a Governor can chair a committee is three consecutive years.

7. Declarations of interest and register of interests

7.1. Each member of the Council of Governors shall upon being elected or appointed declare any interests to the Council of Governors via the Secretary any pecuniary (which includes monetary) interests, personal or family interests that he/she has which are relevant [and material] to the Trust. All existing members of the Council of Governors should declare such interests annually or as they arise.

7.2. Interests that should be declared pursuant to paragraph 7.1 above include:

7.2.1. directorships, including non-executive directorships held in private companies or PLCs (with exception of those of dormant companies).

7.2.2. majority or controlling shareholdings in organisations; ownership or part-ownership of private companies, businesses or consultancies likely or possible to do business with the NHS.

7.2.3. a position of authority in a charity or voluntary organisation in the field of health and social care.

7.2.4. any connection with a voluntary organisation or other organisation this is seeking to contract or has contracted with the NHS services or for the provision of the Trust’s mandatory or authorised services.

7.2.5. pecuniary interest, direct or indirect, in a contract which the Trust has entered into or proposed to enter into.

7.2.6. any connection with an organisation, entity or company considering entering into or having entered into a financial arrangement with the Trust, including but not limited to, lenders and banks; and

7.2.7. any commercial interest in the decision before the meeting.

7.3. No member of the Council of Governors should be treated as having an interest in any contract or other matter by reason of:

7.3.1. their membership of a company or other body if they have no beneficial interest in securities of that company or other body; or

7.3.2. an interest in any company, body, person with which they are connected which is so remote or insignificant that it cannot reasonably be regarded as likely to influence them in the consideration or discussion of, or in voting on, any question with respect to that contract, proposed contract or other matter.

7.4. At the time the member of the Council of Governors’ interests are declared, they should be recorded in the Council of Governors’ minutes. Any changes in interests should be declared at the next meeting of the Council of Governors following the change occurring. It is the obligation of the Governors to notify the Secretary in writing within seven days of becoming aware of the existence of a relevant or material interest. The Secretary will amend the register of interest of Governors upon receipt within three clear days.

7.5. Directorships of companies likely or possibly seeking to do business with the NHS should be published in the Trust’s Annual Report. The information should be kept up to date for inclusion in succeeding Annual Reports.

7.6. During the course of a meeting of the Council of Governors, if a conflict of interest is established, the Governor concerned should withdraw from the meeting and play no part in the relevant discussion or decision.

7.7. There is no requirement for the interests of members of the Council Governors’ family or close personal relationships to be declared. However, if the family or close personal relation of the member of the Council of Governors, if living together, has any pecuniary interest, direct or indirect, in contracts or proposed contracts with the Trust, this is regarded as a relevant interest and should be declared.

7.8. If members of the Council of Governors have any doubt about the relevance or materiality of an interest, this should be discussed with the Chair or the Secretary.

Register of Interests

7.9. The Secretary will ensure that a register of interests is established to record formal declarations of interest of Governors.

7.10. The details of Governors’ interests recorded in the register of interests of Governors will be kept up to date by means of a bi-annual review of the register of interest of Governors by the Secretary in which any changes to interests declared during the preceding six months will be incorporated.

7.11. The register will be available to the public and can be viewed on the Trusts public website.

7.12. In establishing, maintaining, updating and publicising the register of interest of Governors, the Trust will comply with all guidance issued from time to time by NHS England.

Standards of Business Conduct

7.13. All Trust staff, members of the Board and Council of Governors must comply with the Trust’s Standards of Business Conduct, Conflicts of Interest and Anti-Fraud and Anti-Bribery Policies.

7.14. If it comes to the knowledge of a member of the Council of Governors, that a contract in which the member has any pecuniary interest, not being a contract to which the member is a party, has been, or is proposed to be, entered into by the Trust, the member is interested therein. In the case of married persons, or persons living together as partners, the interest of one partner shall, if known to the other, be deemed to be also the interest of that partner.

7.15. Canvassing of members of the Council of Governors directly or indirectly for any appointment under the Trust shall disqualify the candidate for such appointment. The contents of this paragraph of the Standing Order shall be included in application forms or otherwise brought to the attention of candidates.

7.16. A member of the Council of Governors shall not solicit for any person any appointment under the Trust or recommend any person for such appointment; but this paragraph of this Standing Order shall not preclude a member of the Council of Governors from giving written testimonial of a candidate’s ability, experience or character for submission to the Trust.

7.17. Informal discussions outside appointments panels or committees, whether solicited or unsolicited, should be declared to the panel or committee.

7.18. Candidates for any staff appointment shall when making an application disclose in writing to the Trust whether they are related to any Governor. Failure to disclose such a relationship shall disqualify a candidate and, if appointed, render them liable to instant dismissal from the role.

7.19. Every Governor shall disclose to the Chief Executive any relationship between themself and a candidate of whose candidature that a member of the Council of Governors is aware.

7.20. On election or appointment, Governors should disclose to the Trust whether they are related to any other member of the Council of Governors or holder of any office in the Trust.

7.21. Where the relationship of a Governor is disclosed, Standing Order 7.17 shall apply.

7.22. No formal definition of relation is made. In considering whether a disclosure is required the influence rather than immediacy of the relationship is more important. In case of doubt disclosure should be made.

8. Process for the appointment of non-executive directors

8.1. When a vacancy arises or is scheduled to arise within six (6) months, an Appointments and Remuneration Committee shall be convened with clear terms of reference to advise the Council of Governors on the appointment of Non-Executive Director(s).

9. Process for the appointment of the Chair

9.1. Subject to the provisions within the Constitution in relation to the appointment and removal of the Chair, the Chair shall be appointed in accordance with the process of open competition.

9.2. When a vacancy arises or is scheduled to arise within six months, a Nomination and Remuneration Committee shall be convened with clear terms of reference to advise the Council of Governors on the appointment of the Chair.

10. Process for the appointment of the Auditors

10.1. The Council of Governors shall create a duly authorised Working Group which shall be composed of two Public Governors, one Staff Governor and one Appointed Governor (the Audit Working Group).

10.2. The Audit Working Group will consult the Chair of the Audit Committee, the Non-Executive Directors and the Chief Executive regarding the necessary skills required.

10.3. The Audit Committee shall then run a formal procurement process in accordance with the Trust’s own procurement rules and any existing auditor seeking re-appointment will be treated in the same manner as all other candidates.

10.4. The Audit Committee will liaise with the Audit Working Group to provide a shortlist of at least two appointable candidates where possible.

10.5. The Audit Committee and the Audit Working Group shall then present their joint recommendations to the Council of Governors.

10.6. The Council of Governors shall formally convey their decision to the successful firm’s representatives and to the Chair of the Audit Committee and the Chief Executive.

10.7. The terms of engagement of the auditor must be approved by the Audit Committee.

11. Canvassing of and recommendations by members of the council in relation to appointments

11.1. Canvassing of Directors or Governors of the Trust or of any Committee of the Board of Directors, directly or indirectly for any appointment with the Trust shall disqualify the candidate for such appointment. This clause of the Standing Orders shall be brought to the attention of candidates.

11.2. appointment with the Trust or recommend any person for such appointment. This clause of the Standing Orders shall not preclude a member of the Council of Governors from giving written testimonial of a candidate’s ability, experience or character for submission to the Trust.

11.3. Informal discussions outside appointments panels or committees, whether solicited or unsolicited should be declared to the panel or the committee.

Relatives of Governors

11.4. Candidates for any staff appointment under the Trust shall when making an application disclose in writing whether they are related to any Governor. Failure to disclose such a relationship shall disqualify a candidate and, if appointed, render them liable to be removed from the role of governor.

11.5. Every Governor of the Trust shall disclose to the Chief Executive any relationship with a candidate of whose candidature that Governor is aware. It shall be the duty of the Chief Executive to report to the Trust any such disclosure made.

11.6. On election or appointment, Governors should disclose to the Council of Governors whether they are related to any other Governor or Officer. This disclosure will be asked for when Governors sign their declaration of eligibility to vote prior to their first Council of Governors meeting.

11.7. Where the relationship to a Governor is disclosed, Standing Order 7 shall apply.

12. Miscellaneous

12.1. Standing Orders to be given to members of the Council – It is the duty of the Secretary to ensure that existing and new members of the Council of Governors are notified of and put into a position to understand their responsibilities within the Constitution and these Standing Orders.

13. Review of Standing Orders

13.1. These Standing Orders shall be reviewed at least every three years, and more often if there are any changes in the Regulatory Framework.

Document: Version 2
Approved: 14 December 2023
Next review due: 14 December 2026