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152 | Significant transactions |
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After section 51 of the National Health Service Act 2006 insert— |
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“51A | Significant transactions |
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(1) | An NHS foundation trust may enter into a significant transaction only |
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if more than half of the members of the council of governors of the trust |
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voting approve entering into the transaction. |
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(2) | “Significant transaction” means a transaction or arrangement of such |
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description as may be specified in the trust’s constitution. |
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(3) | If an NHS foundation trust does not wish to specify any descriptions of |
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transaction or arrangement for the purposes of subsection (2), the |
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constitution of the trust must specify that it contains no such |
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Mergers, acquisitions, separations and dissolution |
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(1) | In section 56 of the National Health Service Act 2006 (mergers), in subsection |
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(1), for the words from “authorisation” to the end substitute “the dissolution of |
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the trusts and the establishment of a new NHS foundation trust.” |
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(2) | After that subsection insert— |
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“(1A) | An application under this section may be made only with the approval |
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of more than half of the members of the council of governors of each |
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(3) | In subsection (2) of that section, omit— |
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(b) | paragraph (c) (but not the “and” following it), and |
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(c) | the words from “and must give” to the end. |
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(4) | Omit subsection (3) of that section. |
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(5) | For subsection (4) of that section substitute— |
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“(4) | The regulator must grant the application if it is satisfied that such steps |
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as are necessary to prepare for the dissolution of the trusts and the |
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establishment of the proposed new trust have been taken.” |
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(6) | Omit subsections (5) to (10) of that section. |
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(7) | In subsection (11) of that section, for “On an authorisation being given under |
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this section” substitute “On the grant of the application”. |
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After section 56 of the National Health Service Act 2006 insert— |
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(1) | An application may be made jointly by— |
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(a) | an NHS foundation trust (A), and |
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|
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|
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(b) | another NHS foundation trust or an NHS trust (B), |
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| to the regulator for the acquisition by A of B. |
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(2) | An application under this section may be made only with the approval |
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of more than half of the members of the council of governors of each |
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(3) | The application must be accompanied by a copy of the proposed |
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constitution of A, amended on the assumption that A acquires B. |
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(4) | The regulator must grant the application if it is satisfied that such steps |
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as are necessary to prepare for the acquisition have been taken. |
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(5) | On the grant of the application, the proposed constitution has effect, |
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but where a person who is specified as a director of A in the |
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constitution has yet to be appointed as such, the directors of A may |
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exercise that person’s functions under the constitution.” |
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After section 56A of the National Health Service Act 2006 insert— |
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(1) | An application may be made to the regulator by an NHS foundation |
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trust for the dissolution of the trust and the establishment of two or |
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more new NHS foundation trusts. |
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(2) | An application under this section may be made only with the approval |
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of more than half of the members of the council of governors of the |
| |
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(3) | The application must, by reference to each of the proposed new trusts— |
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(a) | specify the property and liabilities proposed to be transferred |
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(b) | be accompanied by a copy of its proposed constitution. |
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(4) | The regulator must grant the application if it is satisfied that such steps |
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as are necessary to prepare for the dissolution of the trust and the |
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establishment of each of the proposed new trusts have been taken. |
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(5) | On the grant of the application, the proposed constitution of each of the |
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new trusts has effect but, in the case of each of the new trusts, the |
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proposed directors may exercise the functions of the trust on its behalf |
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until a board of directors is appointed in accordance with the |
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After section 57 of the National Health Service Act 2006 insert— |
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(1) | An application may be made by an NHS foundation trust to the |
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regulator for dissolution. |
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(2) | The regulator must grant the application if it is satisfied that— |
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(a) | the trust has no liabilities, and |
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|
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|
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(b) | such steps as are necessary to prepare for the dissolution have |
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(3) | Where an application under this section is granted, the regulator must |
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(a) | dissolving the trust in question, and |
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(b) | transferring, or providing for the transfer of, the property of the |
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trust (if any) to the Secretary of State.” |
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(1) | In section 57 of the National Health Service Act 2006 (mergers: |
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supplementary), in subsection (1)— |
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(a) | for “an authorisation is given under section 56” substitute “an |
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application is granted under section 56 or 56B”, and |
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(b) | at the end insert “or trusts”. |
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(2) | In subsection (2) of that section— |
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(a) | for “such an authorisation is given, the Secretary of State” substitute |
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“such an application is granted, the regulator”, and |
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(b) | in paragraph (a), after “dissolving the” insert “trust or”. |
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(3) | After that subsection insert— |
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“(2A) | An order under section 56 or 56B is conclusive evidence of |
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incorporation and conclusive evidence that the corporation is an NHS |
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(4) | In subsection (3)(a) of that section, for “section 54(3)” substitute “section 54(4)”. |
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(5) | In subsection (4) of that section— |
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(a) | for “section 56(1) and (2)” substitute “sections 56(2) and 56B(3)”, and |
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(b) | for “section 54(4)(a) to (c)” substitute “section 54(4)(a) or (c)”. |
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(6) | In subsection (5) of that section, after “section 56” insert “or 56A”. |
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(7) | Omit subsection (6) of that section. |
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(8) | For the title to that section substitute “Sections 56 to 56B: supplementary”. |
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(9) | For the cross-heading preceding section 56 of that Act substitute “Mergers, |
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acquisitions and separations”. |
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(10) | In section 64 of that Act (orders and regulations under Chapter 5 of Part 2 of |
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that Act), in subsection (4)— |
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(a) | omit the “or” immediately after paragraph (b), and |
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(b) | after paragraph (c), insert “, or |
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(11) | After that subsection insert— |
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“(4A) | The Statutory Instruments Act 1946 applies in relation to the power of |
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the regulator to make an order under section 57 or 57A as if the |
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regulator were a Minister of the Crown.” |
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|
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158 | Repeal of de-authorisation provisions |
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(1) | Omit section 52C of the National Health Service Act 2006 (guidance etc. on de- |
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(2) | In section 53 of that Act (voluntary arrangements), in subsection (4A), for |
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“sections 52B to 52E and Chapter 5A do” substitute “Chapter 5A does”. |
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(3) | Omit section 65E of that Act (NHS foundation trusts: de-authorisation and |
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appointment of administrator). |
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(4) | Omit Schedule 8A to that Act (de-authorised NHS trusts and NHS foundation |
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(5) | Omit section 15 of the Health Act 2009 (which inserts sections 52A to 52E and |
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Schedule 8A in the National Health Service Act 2006). |
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(6) | In section 272 of the National Health Service Act 2006 (orders, regulations, |
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(a) | in subsection (5), omit paragraph (aa), and |
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(b) | in subsection (6A), omit “52D(1), 52E(6),”. |
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(7) | In section 275(1) of that Act (interpretation), in the definition of “NHS trust”— |
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(a) | omit “, subject to Schedule 8A,”, and |
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(8) | In section 206(1) of the National Health Service (Wales) Act 2006, in the |
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definition of “NHS trust”, omit “52D(1) or”. |
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159 | Trust special administrators |
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(1) | In section 65A of the National Health Service Act 2006 (bodies to which trust |
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special administration regime applies)— |
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(a) | in subsection (1), for paragraphs (b) and (c) substitute— |
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“(b) | any NHS foundation trust.”, and |
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(2) | In section 65D of that Act (NHS foundation trusts: regulator’s notice), for |
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subsections (1) to (3) substitute— |
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“(1) | This section applies if the regulator is satisfied that an NHS foundation |
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trust is, or is likely to become, unable to pay its debts. |
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(2) | The regulator may make an order authorising the appointment of a |
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trust special administrator to exercise the functions of the governors, |
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chairman and directors of the trust.” |
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(3) | In subsection (4) of that section— |
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(a) | for “giving a notice” substitute “making an order”, |
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(b) | after paragraph (a) insert— |
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“(aa) | the National Health Service Commissioning Board,”, |
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(c) | omit paragraph (b) (but not the “and” following it). |
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|
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|
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|
(4) | After that subsection insert— |
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“(5) | An order under subsection (2) must specify the date when the |
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appointment is to take effect, which must be within the period of 5 |
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working days beginning with the day on which the order is made. |
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(6) | The regulator must lay before Parliament (with the statutory |
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instrument containing the order) a report stating the reasons for |
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(7) | If the regulator makes an order under subsection (2), it must— |
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(a) | appoint a person as the trust special administrator with effect |
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from the day specified in the order, and |
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(b) | publish the name of the person appointed. |
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(8) | A person appointed as a trust special administrator under this section |
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holds and vacates office in accordance with the terms of the |
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(9) | When the appointment of a trust special administrator under this |
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section takes effect, the trust’s governors, chairman and executive and |
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non-executive directors are suspended from office; and Chapter 5 of |
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this Part, in its application to the trust, is to be read accordingly. |
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(10) | But subsection (9) does not affect the employment of the executive |
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directors or their membership of any committee or sub-committee of |
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(11) | The Secretary of State may indemnify a trust special administrator |
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appointed under this section in respect of such matters as the Secretary |
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(5) | For the title to that section substitute “NHS foundation trusts: appointment of |
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trust special administrator”. |
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(6) | Omit the cross-heading preceding that section. |
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(1) | In section 65F of the National Health Service Act 2006 (administrator’s draft |
| |
report), in subsection (2), for paragraph (a) substitute— |
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(2) | At the end of that section insert— |
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“(4) | For the purposes of this section in its application to the case of an NHS |
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foundation trust, the references to the Secretary of State are to be read |
| |
as references to the regulator.” |
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(3) | In section 65H of that Act (consultation requirements), in subsection (7), for |
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paragraph (a) substitute— |
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(4) | In subsection (8) of that section, for paragraphs (a) to (d) substitute— |
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“(a) | any local authority which arranges for the provision of services |
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by the trust or to which the trust provides services,”. |
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|
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|
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(5) | At the end of that section insert— |
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“(12) | For the purposes of this section in its application to the case of an NHS |
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foundation trust, the references to the Secretary of State are to be read |
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as references to the regulator.” |
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(6) | At the end of section 65I of that Act (administrator’s final report) insert— |
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“(4) | For the purposes of this section in its application to the case of an NHS |
| |
foundation trust, the references to the Secretary of State are to be read |
| |
as references to the regulator.” |
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(7) | At the end of section 65J of that Act (power to extend time limits for preparing |
| |
reports and carrying out consultation) insert— |
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“(5) | For the purposes of this section in its application to the case of an NHS |
| |
foundation trust, the references to the Secretary of State are to be read |
| |
as references to the regulator.” |
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161 | Action following final report |
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(1) | At the end of section 65K of the National Health Service Act 2006 (Secretary of |
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State’s decision on what action to take) insert— |
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“(3) | For the purposes of subsections (1) and (2) in their application to the |
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case of an NHS foundation trust, the references to the Secretary of State |
| |
are to be read as references to the regulator. |
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(4) | The regulator may, in the case of an NHS foundation trust, make an |
| 20 |
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(a) | dissolving the trust, and |
| |
(b) | transferring, or providing for the transfer of, the property and |
| |
liabilities of the trust to— |
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(i) | another NHS foundation trust, or |
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(ii) | the Secretary of State. |
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(5) | Before making an order under subsection (4), the regulator must obtain |
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the consent of the Secretary of State. |
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(6) | Where the Secretary of State refuses consent, the regulator must within |
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the period of 20 working days beginning with the day on which the |
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regulator receives written notification of the Secretary of State’s refusal, |
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decide on alternative action to take in relation to the trust. |
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(7) | The liabilities that may be transferred by virtue of subsection (4)(b)(i) |
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include criminal liabilities. |
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(8) | An order under subsection (4) may include provisions corresponding |
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(2) | In section 65L of that Act (trusts coming out of administration), after subsection |
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| |
“(2A) | For the purposes of subsections (1) and (2) in their application to the |
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case of an NHS foundation trust— |
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(a) | the references to the Secretary of State are to be read as |
| |
references to the regulator, and |
| |
|
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|
| |
|
(b) | the reference to the chairman and directors of the trust is to be |
| |
read as including a reference to the governors.” |
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(3) | Omit subsections (3) to (5) of that section. |
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(4) | At the end of that section insert— |
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“(6) | Subsection (7) applies in the case of an NHS foundation trust. |
| 5 |
(7) | If it appears to the regulator to be necessary in order to comply with |
| |
Schedule 7, the regulator may by order— |
| |
(a) | terminate the office of any governor or of any executive or non- |
| |
executive director of the trust; |
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(b) | appoint a person to be a governor or an executive or non- |
| 10 |
executive director of the trust.” |
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162 | Sections 159 to 161: supplementary |
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(1) | At the end of section 65M of the National Health Service Act 2006 (replacement |
| |
of trust special administrator) insert— |
| |
“(3) | For the purposes of this section in its application to the case of an NHS |
| 15 |
foundation trust, the references to the Secretary of State are to be read |
| |
as references to the regulator.” |
| |
(2) | At the end of section 65N of that Act (power to issue guidance) insert— |
| |
“(4) | For the purposes of this section in its application to cases of NHS |
| |
foundation trusts, the reference in subsection (1) to the Secretary of |
| 20 |
State is to be read as a reference to the regulator.” |
| |
(3) | In section 65O of that Act (interpretation of Chapter 5A), in the definition of |
| |
“trust special administrator”, after “65B(6)(a)” insert “, section 65D(2)”. |
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(4) | In section 39 of that Act (register of NHS foundation trusts), in subsection (2), |
| |
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(g) | a copy of any order made under section 65D, 65J, 65K or 65L, |
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(h) | a copy of any report laid under section 65D, |
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(i) | a copy of any draft report published under section 65F, |
| |
(j) | a copy of any statement under section 65G, |
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(k) | a copy of any notice published under section 65H, 65J or 65K, |
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(l) | a copy of any final report published under section 65I, |
| |
(m) | a copy of any statement published under section 65J, |
| |
(n) | a copy of any information published under section 65M.” |
| |
(5) | In section 272 of that Act (orders etc.), in subsection (5), in paragraph (ab)— |
| |
(a) | after “65B(1),” insert “65D(2),”, |
| 35 |
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(c) | after “65J(2),” insert “65K(4),”, and |
| |
(d) | for “or (5)” substitute “, (5) or (7)”. |
| |
(6) | After that subsection insert— |
| |
“(6ZA) | The Statutory Instruments Act 1946 applies in relation to the power of |
| 40 |
the regulator to make an order under Chapter 5A as if the regulator |
| |
were a Minister of the Crown.” |
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|
| |
|