1. Constitutional Issues
Foundation Trust
Constitutional Issues

2. What we’ve agreed so far
Response to consultation
Membership strategy
Composition of Council of Governors
Resources/Structure
Committee structure
Review of risk management/audit committee, integrated governance, delegated authorities

3. Composition of Council of Governors
Public: Local counties/England &Wales
Patients/Carers
Staff
Partners: NHS, Education & Research,
LAs, Others
Total: 29
(6)
(9)
(4)
(10)

4. Structure to support FT

5. Key Stages in FT Process
Agreement of Constitution & Standing Orders
Pre-application: due diligence, mock B2B
NHS Trust submits application – August 2009
Secretary of State gives approval for Trust to proceed
Notice of election/nominations – September 2009
Elections – October 2009
Results (to Monitor by 21st November)
Monitor authorisation – Dec 2009

6. Election Checklist FPP or STV? Decide early on
Managed externally – experience, model rules – Electoral Reform Society
We provide advice and info, monitor process but maintain distance (to avoid bias)
Costs – c £12k + postage, dependant on no. of constituencies, classes, eligible voters
C.40 working days – (results by 21st of month prior to authorisation)
Terms of office – (staggered?)

7. Appointment & removal process for Directors
Chair & Non-executive Directors
Appointed by Council of Governors through Appointments (Nomination) Committee
Appointments Committee decide term of office
Removal by ¾ of the Council of Governors

8. Appointment & removal process for Directors
Chief Executive
Appointed by Non-executive Directors, subject to Council of Governors’ approval
Removal by Non-executive Directors
Non-executive Directors decided on term of office
Other Directors – current arrangements

9. Appointment & removal process for Directors
Other Executive Directors
Appointed by committee of Chair, Chief Executive and other Non-executive Directors
Removal by same committee
Term of office decided by committee of Non-executive Directors

10. Constitution/issues to consider/agree
Based on model core constitution (Monitor)
All changes/departures from core must be tracked and explained
Standing Orders – implications of including in full
Legal advice
Appointments Committee for NEDs/Chair

11. Constitution/issues to consider/agree
Scope for further sub committees by agreement
Transitional arrangements on an interim basis including NEDs – remainder of term up to 12 months
Appointment of Senior Independent Director in consultation with Council – role = governors’ concerns not resolved through usual channels
Process for Constitution sign off – sub group