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Health and Social Care (Community Health and Standards) Bill


Health and Social Care (Community Health and Standards) Bill
Schedule 1 — Constitution of public benefit corporations

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Schedules

Schedule 1

Section 1

 

Constitution of public benefit corporations

Requirement for a constitution

  1       (1)      A public benefit corporation is to have a constitution.

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          (2)      As well as any provision authorised or required to be made by this Schedule,

the constitution may make further provision (other than provision as to the

powers of the corporation) consistent with this Schedule.

  2        The constitution is to name the corporation and, if the corporation is an NHS

foundation trust, its name must include the words “NHS foundation trust”.

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Members

  3       (1)      The members of a public benefit corporation are to be individuals who—

              (a)             live in the area specified for the purpose in the constitution (“the

public constituency”), or

              (b)             are employed by the corporation under a contract of employment

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(“the staff constituency”).

          (2)      The constitution may also provide for the public constituency to comprise

individuals who have attended any of the corporation’s hospitals as patients

(including individuals attending as the carer of a patient).

          (3)      Sub-paragraph (1)(a) does not apply to a person who is eligible for

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membership of the staff constituency.

          (4)      Sub-paragraph (1)(b) does not apply to a person employed by the

corporation for a term of less than 12 months (whether or not renewable).

  4        The constitution is to require a minimum number of members of each

constituency.

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  5       (1)      A person may not be a member of a public benefit corporation unless he has

agreed to pay a sum not exceeding £1 to the corporation.

          (2)      A person may not be a member of a public benefit corporation if—

              (a)             he has been adjudged bankrupt or has made a composition or

arrangement with his creditors,

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              (b)             he has within the preceding five years been convicted in the British

Islands of any offence if a sentence of imprisonment (whether

suspended or not) for a period of three months (without the option

of a fine) was imposed on him.

          (3)      The constitution may make further provision as to the circumstances in

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which a person may not be a member.

 

 

Health and Social Care (Community Health and Standards) Bill
Schedule 1 — Constitution of public benefit corporations

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Board of Governors

  6       (1)      A public benefit corporation is to have a board of governors.

          (2)      Only the following may be members of the board—

              (a)             members of the corporation, and

              (b)             individuals appointed under the following provisions who do not

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fall within paragraph 5(2)(a) or (b).

          (3)      The members of the board other than the appointed members are to be

chosen by election.

          (4)      Members of the public constituency or the staff constituency may elect any

of their number to be a member of the board.

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          (5)      If contested, the election must be by postal ballot.

  7       (1)      More than half of the members of the board of governors are to be elected by

the public constituency.

          (2)      At least one member of the board is to be elected by the staff constituency.

          (3)      At least one member of the board is to be appointed by a Primary Care Trust

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for which the corporation provides goods or services.

          (4)      If any of the corporation’s hospitals includes a medical or dental school

provided by a university, at least one member of the board is to be appointed

by that university.

  8       (1)      A member of the board of governors elected by the public constituency or

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the staff constituency may hold office for a period of three years.

          (2)      Such a member is to be eligible for re-election at the end of that period.

          (3)      But a person elected to membership of the board ceases to hold office if he

ceases to be a member of the relevant constituency.

  9        The corporation may pay travelling and other expenses to members of the

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board of governors at rates decided by the corporation.

  10       The constitution is to provide for the chairman of the corporation or (in his

absence) another person to preside at meetings of the board of governors.

  11      (1)      The constitution is to provide for meetings of the board of governors to be

open to members of the public.

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          (2)      But the constitution may provide for members of the public to be excluded

from a meeting for special reasons.

  12      (1)      The constitution is to make provision as to—

              (a)             the conduct of elections for membership of the board,

              (b)             the appointment of persons to membership,

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              (c)             the practice and procedure of the board,

              (d)             the removal of a member from office.

          (2)      The constitution may make further provision about the board.

Directors

  13      (1)      A public benefit corporation is to have a board of directors.

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          (2)      The constitution is to provide for all the powers of the corporation to be

exercisable by the board of directors on its behalf.

 

 

Health and Social Care (Community Health and Standards) Bill
Schedule 1 — Constitution of public benefit corporations

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          (3)      But the constitution may provide for any of those powers to be delegated to

a committee of directors or to an executive director.

  14      (1)      The board is to consist of—

              (a)             executive directors, one of whom is to be the chief executive and

another the finance director,

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              (b)             non-executive directors, one of whom is to be the chairman.

          (2)      Only a member of the public constituency is eligible for appointment as a

non-executive director.

  15      (1)      It is for the board of governors at a general meeting to appoint or remove the

non-executive directors.

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           Removal of a non-executive director under this sub-paragraph requires the

approval of three-quarters of the members of the board.

          (2)      It is for the non-executive directors to appoint or remove the chief executive.

          (3)      It is for the chief executive to appoint or remove the executive directors.

          (4)      An appointment or removal under sub-paragraph (2) or (3) requires the

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approval of a majority of the board of governors voting at a general meeting.

  16      (1)      It is for the board of governors at a general meeting to decide the

remuneration and allowances, and the other terms and conditions of office,

of the non-executive directors.

          (2)      The corporation is to establish a committee of non-executive directors to

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decide the remuneration and allowances, and the other terms and

conditions of office, of the executive directors.

Register of members etc.

  17      (1)      A public benefit corporation is to have—

              (a)             a register of members showing, in respect of each member, the

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constituency to which he belongs,

              (b)             a register of members of the board of governors,

              (c)             a register of directors.

          (2)      The constitution may make further provision about the registers including,

in particular, admission to, and removal from, the registers.

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  18      (1)      The following documents of a public benefit corporation are to be available

for inspection by members of the public free of charge at all reasonable

times—

              (a)             a copy of the current constitution,

              (b)             a copy of the current authorisation,

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              (c)             the register of members, the register of members of the board of

governors and the register of directors,

              (d)             a copy of the latest annual accounts and of any report of the auditor

on them,

              (e)             a copy of the latest annual report,

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              (f)             a copy of the latest information as to its forward planning,

              (g)             a copy of any notice given under section 23.

          (2)      Any person who requests it is to be provided with a copy of or extract from

any of the above documents.

 

 

Health and Social Care (Community Health and Standards) Bill
Schedule 1 — Constitution of public benefit corporations

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          (3)      If the person requesting the copy or extract is not a member of the

corporation, the corporation may impose a reasonable charge for doing so.

Auditor

  19      (1)      A public benefit corporation is to have an auditor.

          (2)      It is for the board of governors to appoint or remove the auditor at a general

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meeting of the board.

          (3)      But a person may not be appointed as auditor unless he (or, in the case of a

firm, each of its members) is a member of one or more of the following

bodies—

              (a)             the bodies mentioned in section 3(7)(a) to (e) of the Audit

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Commission Act 1998 (c. 18),

              (b)             any other body of accountants established in the United Kingdom

and for the time being approved by the regulator for the purposes of

this paragraph.

          (4)      The corporation is to establish a committee of non-executive directors to

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monitor the exercise of the auditor’s functions.

Accounts

  20      (1)      A public benefit corporation is to keep accounts in such form as the regulator

may with the approval of the Treasury direct.

          (2)      The accounts are to be audited by the corporation’s auditor.

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          (3)      But the Comptroller and Auditor General may examine—

              (a)             the accounts,

              (b)             any records relating to them, and

              (c)             any report of the auditor on them.

          (4)      In auditing the accounts the auditor is to comply with any directions given

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by the regulator as to the standards, procedures and techniques to be

adopted.

  21      (1)      A public benefit corporation is to prepare in respect of each financial year

annual accounts in such form as the regulator may with the approval of the

Treasury direct.

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          (2)      In preparing its annual accounts, the corporation is to comply with any

directions given by the regulator with the approval of the Treasury as to—

              (a)             the methods and principles according to which the accounts are to be

prepared,

              (b)             the information to be given in the accounts.

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          (3)      In determining the form and content of the annual accounts the regulator is

to aim to ensure that the accounts present a true and fair view.

          (4)      The corporation must—

              (a)             lay a copy of the annual accounts, and any report of the auditor on

them, before Parliament, and

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              (b)             once it has done so, send copies of those documents to the regulator

and the registrar of companies.

          (5)      In this paragraph and paragraph 23 “financial year” means—

 

 

Health and Social Care (Community Health and Standards) Bill
Schedule 2 — Independent Regulator of NHS Foundation Trusts

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              (a)             the period beginning with the date on which the corporation is

authorised under section 6 and ending with the next 31st March, and

              (b)             each successive period of twelve months beginning with 1st April.

Annual reports and forward plans

  22      (1)      A public benefit corporation is to prepare annual reports and send them to

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the regulator and the registrar of companies.

          (2)      The reports are to give any information the regulator requires.

          (3)      It is for the regulator to decide—

              (a)             the form of the reports,

              (b)             when the reports are to be sent to him,

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              (c)             the periods to which the reports are to relate.

  23      (1)      A public benefit corporation is to give information as to its forward planning

in respect of each financial year to the regulator.

          (2)      The information is to be prepared by the directors after consulting the board

of governors.

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Meeting of board of governors to consider annual accounts and reports

  24       The following documents are to be presented to the board of governors of a

public benefit corporation at a general meeting—

              (a)             the annual accounts,

              (b)             any report of the auditor on them,

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              (c)             the annual report.

Instruments etc.

  25      (1)      The constitution is to make provision for the authentication of the fixing of

the corporation’s seal.

          (2)      A document purporting to be duly executed under the corporation’s seal or

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to be signed on its behalf is to be received in evidence and, unless the

contrary is proved, taken to be so executed or signed.

Schedule 2

Section 2

 

Independent Regulator of NHS Foundation Trusts

Regulator’s terms of appointment

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  1       (1)      The regulator holds office for the period determined by the Secretary of State

on his appointment (or re-appointment) to the office.

          (2)      But—

              (a)             the regulator may at any time resign his office by giving notice to the

Secretary of State,

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              (b)             the Secretary of State may at any time remove him from office on the

ground of incapacity or misbehaviour.

 

 

Health and Social Care (Community Health and Standards) Bill
Schedule 2 — Independent Regulator of NHS Foundation Trusts

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          (3)      Subject to that, the regulator holds and vacates office on the terms

determined by the Secretary of State.

Remuneration and pensions

  2       (1)      The Secretary of State is to pay to the regulator—

              (a)             such remuneration, and

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              (b)             such travelling and other allowances,

                   as the Secretary of State may determine.

          (2)      In the case of any such person who holds or has held office as regulator as

the Secretary of State may determine, the Secretary of State is to pay—

              (a)             such pension, allowance or gratuity to or in respect of him, or

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              (b)             such contributions or payments towards provision for such a

pension, allowance or gratuity,

                   as the Secretary of State may determine.

Staff

  3       (1)      The regulator may, after consulting the Minister for the Civil Service as to

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numbers and terms and conditions of service, appoint such staff as the

regulator may determine.

          (2)      The members of staff must include a deputy to the regulator who is to act as

regulator—

              (a)             during any vacancy in that office, or

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              (b)             if the regulator is absent, subject to suspension or unable to act.

          (3)      Sub-paragraph (4) applies where—

              (a)             a person is, by reference to employment as a member of the

regulator’s staff, a participant in a scheme under section 1 of the

Superannuation Act 1972 (c. 11), and

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              (b)             he is appointed as regulator.

          (4)      In such a case the Minister for the Civil Service may determine that the

person’s term of office as regulator is to be treated for the purposes of the

scheme as service as a member of staff (whether or not any benefits are

payable by virtue of paragraph 2(2)).

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Delegation of functions

  4        Anything which the regulator is authorised or required to do may be done

by a member of his staff if authorised by the regulator (generally or

specifically) for that purpose.

Finance

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  5        The Secretary of State may make contributions towards the regulator’s

expenses.

Reports and other information

  6       (1)      As soon as possible after the end of each financial year, the regulator must

prepare an annual report on how he has exercised his functions during the

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year.

 

 

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Schedule 3 — Transfer of staff

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          (2)      The regulator must—

              (a)             lay a copy of the report before Parliament, and

              (b)             once he has done so, send a copy of it to the Secretary of State.

          (3)      The regulator must provide the Secretary of State with such other reports

and information relating to the exercise of the regulator’s functions as he

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may require.

          (4)      “Financial year” means—

              (a)             the period beginning with the date on which a person is first

appointed as regulator and ending with the next 31st March, and

              (b)             each successive period of twelve months beginning with 1st April.

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  7        The regulator must respond in writing to any recommendation which—

              (a)             is made by a Committee of either House of Parliament, or a

Committee of both Houses, and

              (b)             relates to the exercise by the regulator of his functions.

Seal and evidence

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  8        The application of the regulator’s seal is to be authenticated by his signature.

  9        A document purporting to be duly executed under the regulator’s seal or to

be signed on his behalf is to be received in evidence and, unless the contrary

is proved, taken to be so executed or signed.

Amendments

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  10       In Schedule 2 to the Parliamentary Commissioner Act 1967 (c. 13)

(departments and authorities subject to investigation), there is inserted at

the appropriate place—

                                          “The office of the Independent Regulator of NHS Foundation

Trusts.”

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  11       In Part 3 of Schedule 1 to the House of Commons Disqualification Act 1975

(c. 24) (disqualifying offices), there is inserted at the appropriate place—

                                          “Independent Regulator of NHS Foundation Trusts.”

  12       In Part 3 of Schedule 1 to the Northern Ireland Assembly Disqualification

Act 1975 (c. 25) (disqualifying offices), there is inserted at the appropriate

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place—

                                          “Independent Regulator of NHS Foundation Trusts.”

Schedule 3

Section 25

 

Transfer of staff

  1        An order under section 25(3) may provide for the transfer of employees of

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an NHS foundation trust to a person mentioned in that subsection.

  2        The contract of employment of an employee transferred under such an

order—

              (a)             is not terminated by the transfer,

 

 

 
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