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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. | 5 |
(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”. | 10 |
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 | 15 |
(“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 | 20 |
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. | 25 |
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, | 30 |
(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 | 35 |
which a person may not be a member. | |
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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 | 5 |
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. | 10 |
(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 | 15 |
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 | 20 |
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 | 25 |
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. | 30 |
(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, | 35 |
(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. | 40 |
(2) The constitution is to provide for all the powers of the corporation to be | |
exercisable by the board of directors on its behalf. | |
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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, | 5 |
(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. | 10 |
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 | 15 |
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 | 20 |
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 | 25 |
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. | 30 |
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, | 35 |
(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, | 40 |
(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. | |
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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 | 5 |
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 | 10 |
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 | 15 |
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. | 20 |
(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 | 25 |
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. | 30 |
(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. | 35 |
(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 | 40 |
(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— | |
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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 | 5 |
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, | 10 |
(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. | 15 |
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, | 20 |
(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 | 25 |
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 | 30 |
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, | 35 |
(b) the Secretary of State may at any time remove him from office on the | |
ground of incapacity or misbehaviour. | |
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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 | 5 |
(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 | 10 |
(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 | 15 |
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 | 20 |
(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 | 25 |
(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)). | 30 |
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 | 35 |
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 | 40 |
year. | |
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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 | 5 |
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. | 10 |
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 | 15 |
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 | 20 |
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.” | 25 |
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 | 30 |
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 | 35 |
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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