Constitutional Issues Foundation Trust Constitutional Issues

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

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)

Structure to support FT

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

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?)

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

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

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

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

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