NHS NORTH WEST SURREY CLINICAL COMMISSIONING GROUP CONSTITUTION. Version: 7

Transcription

1 NHS NORTH WEST SURREY CLINICAL COMMISSIONING GROUP CONSTITUTION Version: 7 NHS Commissioning Board Effective Date: 1 st April 2013

2 Version Control Version Date Author Status Comment Final Director of Corporate Development and Assurance Final Governing Body agreed amendments to terms of reference for Quality and Performance Committee, Remuneration Committee and Audit and Risk Committee on 22 nd April Final Sent to NHS England for approval Final Amendments approved by NHS England Hempsons Draft Amendments and review to incorporate Committees in Common Process Head of Corporate Services and Risk Governing Body Secretary Governing Body Secretary Governing Body Secretary Draft Approved at Council of members (enabling committees in common, removing requirement for committees to be described in the constitution, removing need for committee terms of reference to be described in the constitution, amending scheme of delegation to mention CAMHS and stroke committees in common. Also updated terms of reference (and provision for strategic finance committee), although these will no longer formally be part of the constitution) Draft Updated subsequent to member ballot on delegated commissioning (Incorporates provisions on delegated commissioning and joint commissioning with other CCGs). Final Amendments noted above for versions 3, 4 and 5 incorporated into final version following approval by NHS England. Final Incorporating changes to clinical executive, strategic finance and quality committee terms of reference approved by Governing Body on 23 January 2017 NHS North West Surrey Clinical Commissioning Group s Constitution - 1 -

3 CONTENTS Part Description Page Foreword 5 1 Introduction and Commencement Name Statutory framework Status of this Constitution Amendment and variation of this Constitution 7 2 Area Covered 8 3 Membership Membership of the Group Eligibility Application for Membership Cessation of Membership Local Medical Committee 26 4 Mission, Values and Aims Mission Values Aims Principles of good governance Accountability 27 5 Functions and General Duties Functions General duties General financial duties Other relevant regulations, directions and documents 37 6 Decision Making: The Governing Structure Authority to act Scheme of Reservation and Delegation General Committees of the Group Joint Commissioning Arrangements with other Clinical Commissioning Groups 40 NHS North West Surrey Clinical Commissioning Group s Constitution - 2 -

4 Part Description Page 6.6 Joint Commissioning Arrangements with NHS England for the Exercise of the Group s Functions 6.7 Joint Commissioning Arrangements with the NHS England for the Exercise of the NHS England s Functions 6.8 Current Joint arrangements The Governing Body 45 7 Roles and Responsibilities Practice Leads Locality Leads All members of the Governing Body The Chair of the Governing Body The Deputy Chair of the Governing Body Role of the Chief Officer Role of the Chief Finance Officer 55 8 Standards of Business Conduct and Managing Conflicts of Interest Standards of business conduct Conflicts of interest Declaring and registering interests Managing conflicts of interest: general Managing conflicts of interest: contractors and people who provide services to the Group 8.6 Transparency in procuring services 60 9 The Group as Employer Transparency, Ways of Working and Standing Orders General Standing Orders Appendix Description Page A Definitions of Key Descriptions used in this Constitution 63 B List of Member Practices 69 C Standing Orders 72 Annex 1: Meetings of The Governing Body 92 Annex 2A: Localities 97 Annex 2B: Forums 102 Attachment to Annex 2 of Appendix C 103 Committee terms of reference Explanatory introductory note 103 Annex 3: Audit and Risk Committee Terms of Reference 104 NHS North West Surrey Clinical Commissioning Group s Constitution - 3 -

5 Annex 4: Remuneration and Nominations Committee Terms of Reference Annex A: Reward Policy Principles 118 Annex 5: Quality Committee Terms of Reference 120 Annex 6: Operational Leadership Team Terms of Reference 126 Annex 7: Clinical Executive Terms of Reference 129 Annex 8: Strategic Finance Committee Terms of Reference 135 Annex 9: Primary Care Commissioning Committee Terms of Reference D Scheme of Reservation and Delegation 148 E Prime Financial Policies 169 F The Nolan Principles 180 G The Seven Key Principles of the NHS Constitution NHS North West Surrey Clinical Commissioning Group s Constitution - 4 -

6 FOREWORD A Clinical Commissioning Group (CCG) is made up of the GP practices that form its Membership. In May 2011 all GP practices within the five groups in North West Surrey agreed to configure as one Clinical Commissioning Group (CCG) with three localities. Since that date GP practices in North West Surrey have been working together to establish NHS North West Surrey CCG as an effective, clinically led, patient focussed NHS commissioning body. NHS North West Surrey CCG comprises a population of 350,000; its configuration is based on natural patient flows centred around a single acute provider. The boundary of the CCG lies within Surrey County Council and includes all or part of Spelthorne, Runnymede, Woking and Elmbridge Borough Councils; a very small number of our population also reside within Guildford and Surrey Heath. The area of the CCG is more particularly described in paragraph 2 of the Constitution (Area Covered). Our Vision & Purpose NHS North West Surrey Clinical Commissioning Group is established to commission high quality healthcare, which meets the needs of our population within the financial envelope available. Our vision is to enable all North West Surrey people to enjoy the best possible health. With clinical leaders and managers working in partnership we will empower member practices, GPs and our residents to determine how spending on health is decided by together: Considering the needs of patients and the local population Deciding on how and where to invest to ensure effective services and treatments Leading the local health economy to ensure health and other care providers work effectively together to deliver safe, seamless, high quality services in the best interests of patients Our Operating Ethos We aim to deliver clinically led and clinically driven commissioning of healthcare services by operating as one group with one vision, supporting the collaboration of practices to work as one entity through our localities. Through combining strong clinical leadership with excellent management, and working with partners across health and social care, we will establish the power and status to command a significant presence within the local health economy and thereby deliver the transformational change we all strive for. NHS North West Surrey Clinical Commissioning Group s Constitution - 5 -

7 The Group will promote good governance and proper stewardship of public resources in pursuance of its goals and in meeting its statutory duties. Our Values The values that lie at the heart of the Group s work are: Being accountable to our local population and our members Being open and transparent in our decision making Keeping quality and patient experience at the heart of everything we do Having strong clinical leadership and engaging clinicians from all parts of the system Valuing our relationships with patients, providers and stakeholders, and using what they bring to the CCG and its work Ensuring good corporate governance is embedded within the CCG s operating model This Constitution describes how the GP practices that make up the Membership of NHS North West Surrey CCG will work together to deliver our shared vision and purpose. Dr Liz Lawn Governing Body Chair (designate) (designate) NHS North West Surrey CCG Surrey CCG Julia Ross Chief Officer NHS North West 30 August 2012 NHS North West Surrey Clinical Commissioning Group s Constitution - 6 -

8 1. INTRODUCTION AND COMMENCEMENT 1.1. Name The name of this clinical commissioning group is NHS North West Surrey Clinical Commissioning Group Statutory Framework Clinical Commissioning Groups are established under the Health and Social Care Act 2012 ( the 2012 Act ). They are statutory bodies which have the function of commissioning services for the purposes of the health service in England and are treated as NHS bodies for the purposes of the National Health Service Act 2006 ( the 2006 Act ). The duties of Clinical Commissioning Groups to commission certain health services are set out in section 3 of the 2006 Act, as amended by section 13 of the 2012 Act, and the regulations made under that provision The NHS Commissioning Board (commonly known as NHS England) is responsible for determining applications from prospective groups to be established as Clinical Commissioning Groups and undertakes an annual assessment of each established group. It has powers to intervene in a Clinical Commissioning Group where it is satisfied that a group is failing or has failed to discharge any of its functions or that there is a significant risk that it will fail to do so Clinical Commissioning Groups are clinically led membership organisations made up of general practices. The Members of the Clinical Commissioning Group are responsible for determining the governing arrangements for their organisations, which they are required to set out in a constitution Status of this Constitution This Constitution is made between the Members of NHS North West Surrey Clinical Commissioning Group and has effect from 18 th day of January 2013, when NHS England established the Group. The Constitution is published on the Group s website at Alternatively, interested persons will be able to obtain a hard copy upon application to the Group s headquarters at 58 Church Street, Weybridge, Surrey, KT13 8DP Amendment and Variation of this Constitution This Constitution can only be varied in two circumstances: a) where the Group applies to NHS England and that application is granted; b) where in the circumstances set out in legislation the NHS England varies the Group s Constitution other than on application by the Group. NHS North West Surrey Clinical Commissioning Group s Constitution - 7 -

9 2. AREA COVERED 2.1. The geographical area covered by NHS North West Surrey Clinical Commissioning Group includes the Lower-layer Super Output Areas (LSOAs) in the Local Authority areas referred to in the table below: Local Authority Lower-layer Super Output Areas (LSOAs) LSOA Code LSOA Name Ward Elmbridge Borough Council E Elmbridge 014A E Elmbridge 014B Hersham North Hersham North E Elmbridge 010A Hersham North E Elmbridge 010B Hersham North E Elmbridge 014C Hersham South E Elmbridge 014D Hersham South E Elmbridge 014E Hersham South E Elmbridge 014F Hersham South E Elmbridge 011A Oatlands Park E Elmbridge 011B Oatlands Park E Elmbridge Oatlands Park NHS North West Surrey Clinical Commissioning Group s Constitution - 8 -

10 Local Authority Lower-layer Super Output Areas (LSOAs) 011C E Elmbridge 011D E Elmbridge 016A E Elmbridge 016B E Elmbridge 016C E Elmbridge 016D E Elmbridge 008A E Elmbridge 008B E Elmbridge 008C E Elmbridge 007A E Elmbridge 007B E Elmbridge 007C E Elmbridge 007D E Elmbridge 004A Oatlands Park St George's Hill St George's Hill St George's Hill St George's Hill Walton Ambleside Walton Ambleside Walton Ambleside Walton Central Walton Central Walton Central Walton Central Walton North NHS North West Surrey Clinical Commissioning Group s Constitution - 9 -

11 Local Authority Lower-layer Super Output Areas (LSOAs) E Elmbridge 004B E Elmbridge 004C E Elmbridge 004D E Elmbridge 008D E Elmbridge 010C E Elmbridge 010D E Elmbridge 008E E Elmbridge 012A E Elmbridge 012B E Elmbridge 012C E Elmbridge 012D E Elmbridge 012E E Elmbridge 012F Walton North Walton North Walton North Walton South Walton South Walton South Walton South Weybridge North Weybridge North Weybridge North Weybridge South Weybridge South Weybridge South NHS North West Surrey Clinical Commissioning Group s Constitution

12 Local Authority Lower-layer Super Output Areas (LSOAs) Guildford Borough Council E Guildford 002C E Guildford 002D Pirbright Pirbright Runneymede Borough Council E Runnymede 009A E Runnymede 009B E Runnymede 007A E Runnymede 007B Addlestone Bourneside Addlestone Bourneside Addlestone Bourneside Addlestone North E Runnymede 007C Addlestone North E Runnymede 007D Addlestone North E Runnymede 007E Addlestone North E Runnymede 006A Chertsey Meads E Runnymede 006B Chertsey Meads E Runnymede 006C Chertsey Meads E Runnymede 007F Chertsey Meads E Runnymede Chertsey St Ann's NHS North West Surrey Clinical Commissioning Group s Constitution

13 Local Authority Lower-layer Super Output Areas (LSOAs) 004A E Runnymede 006D E Runnymede 004B E Runnymede 006E E Runnymede 009C E Runnymede 009D E Runnymede 007G E Runnymede 003A E Runnymede 003B E Runnymede 003C E Runnymede 003D E Runnymede 001A E Runnymede 001B E Runnymede 001C Chertsey St Ann's Chertsey St Ann's Chertsey St Ann's Chertsey South and Row Town Chertsey South and Row Town Chertsey South and Row Town Egham Hythe Egham Hythe Egham Hythe Egham Hythe Egham Town Egham Town Egham Town NHS North West Surrey Clinical Commissioning Group s Constitution

14 Local Authority Lower-layer Super Output Areas (LSOAs) E Runnymede 001D E Runnymede 008A Runnymede E B E Runnymede 008C E Runnymede 008D E Runnymede 010A E Runnymede 010B E Runnymede 010C E Runnymede 009E E Runnymede 004C E Runnymede 004D E Runnymede 003E E Runnymede 003F E Runnymede Egham Town Foxhills Foxhills Foxhills Foxhills New Haw New Haw New Haw New Haw Thorpe Thorpe Thorpe Thorpe Virginia Water NHS North West Surrey Clinical Commissioning Group s Constitution

15 Local Authority Lower-layer Super Output Areas (LSOAs) 005A E Runnymede 005B Virginia Water E Runnymede 005C Virginia Water E Runnymede 005D Virginia Water E Runnymede 010D Woodham E Runnymede 010E Woodham E Runnymede 010F Woodham E Runnymede 010G Woodham Spelthorne Borough Council E Spelthorne 006A E Spelthorne 006B Ashford Common Ashford Common E Spelthorne 006C Ashford Common E Spelthorne 006D Ashford Common E Spelthorne 005A Ashford Common E Spelthorne 005B Ashford East NHS North West Surrey Clinical Commissioning Group s Constitution

16 Local Authority Lower-layer Super Output Areas (LSOAs) E Spelthorne 005C E Spelthorne 005D E Spelthorne 005E E Spelthorne 005F E Spelthorne 003A E Spelthorne 003B E Spelthorne 002A E Spelthorne 002B Ashford East Ashford East Ashford East Ashford East Ashford North and Stanwell South Ashford North and Stanwell South Ashford North and Stanwell South Ashford North and Stanwell South E Spelthorne 002C E Spelthorne 003C E Spelthorne 003D E Spelthorne 003E E Spelthorne 003F Ashford North and Stanwell South Ashford Town Ashford Town Ashford Town Ashford Town NHS North West Surrey Clinical Commissioning Group s Constitution

17 Local Authority Lower-layer Super Output Areas (LSOAs) E Spelthorne 003G E Spelthorne 011A E Spelthorne 011B E Spelthorne 011C E Spelthorne 011D E Spelthorne 012A E Spelthorne 012B E Spelthorne 012C E Spelthorne 012D E Spelthorne 006E E Spelthorne 009A E Spelthorne 009B E Spelthorne 009C Ashford Town Halliford and Sunford West Halliford and Sunford West Halliford and Sunford West Halliford and Sunford West Laleham and Shepperton Green Laleham and Shepperton Green Laleham and Shepperton Green Laleham and Shepperton Green Laleham and Shepperton Green Riverside and Laleham Riverside and Laleham Riverside and Laleham NHS North West Surrey Clinical Commissioning Group s Constitution

18 Local Authority Lower-layer Super Output Areas (LSOAs) E Spelthorne 007A E Spelthorne 013A E Spelthorne 013B E Spelthorne 013C E Spelthorne 013D E Spelthorne 004A E Spelthorne 004B E Spelthorne 004C E Spelthorne 004D E Spelthorne 004E E Spelthorne 007B E Spelthorne 007C E Spelthorne 007D E Spelthorne Riverside and Laleham Shepperton Town Shepperton Town Shepperton Town Shepperton Town Staines Staines Staines Staines Staines Staines South Staines South Staines South Staines South NHS North West Surrey Clinical Commissioning Group s Constitution

19 Local Authority Lower-layer Super Output Areas (LSOAs) 009D E Spelthorne 001A E Spelthorne 001B E Spelthorne 001C E Spelthorne 002D E Spelthorne 001D E Spelthorne 008A E Spelthorne 008B E Spelthorne 008C E Spelthorne 008D E Spelthorne 008E E Spelthorne 010A E Spelthorne 010B E Spelthorne 010C Stanwell North Stanwell North Stanwell North Stanwell North Stanwell North Sunbury Common Sunbury Common Sunbury Common Sunbury Common Sunbury Common Sunbury East Sunbury East Sunbury East NHS North West Surrey Clinical Commissioning Group s Constitution

20 Local Authority Lower-layer Super Output Areas (LSOAs) E Spelthorne 010D Sunbury East Surrey Heath Borough Council E Surrey Heath 006A E Surrey Heath 006B Bisley Bisley E Surrey Heath 001A Chobham E Surrey Heath 001B Chobham E Surrey Heath 001C Chobham E Surrey Heath 006C West End E Surrey Heath 006D West End E Surrey Heath 006E West End Woking Borough Council E Woking 012A Brookwood E Woking 012B E Woking 001A E Woking 001B E Woking 001C E Woking 001D Brookwood Byfleet Byfleet Byfleet Byfleet NHS North West Surrey Clinical Commissioning Group s Constitution

21 Local Authority Lower-layer Super Output Areas (LSOAs) E Woking 001E E Woking 005A E Woking 005B E Woking 005C E Woking 008A E Woking 010A E Woking 005D E Woking 005E E Woking 005F E Woking 005G E Woking 009A E Woking 009B E Woking 009C E Woking 003A E Woking 003B E Woking 003C E Woking 003D Byfleet Goldsworth East Goldsworth East Goldsworth East Goldsworth East Goldsworth East Goldsworth West Goldsworth West Goldsworth West Goldsworth West Hermitage and Knaphill South Hermitage and Knaphill South Hermitage and Knaphill South Horsell East and Woodham Horsell East and Woodham Horsell East and Woodham Horsell West NHS North West Surrey Clinical Commissioning Group s Constitution

22 Local Authority Lower-layer Super Output Areas (LSOAs) E Woking 003E E Woking 003F E Woking 008B E Woking 008C E Woking 011A E Woking 011B E Woking 011C E Woking 007A E Woking 007B E Woking 007C E Woking 007D E Woking 012C E Woking 007E E Woking 004A E Woking 004B E Woking 004C E Woking 004D Horsell West Horsell West Horsell West Horsell West Kingfield and Westfield Kingfield and Westfield Kingfield and Westfield Knaphill Knaphill Knaphill Knaphill Knaphill Knaphill Maybury and Sheerwater Maybury and Sheerwater Maybury and Sheerwater Maybury and Sheerwater NHS North West Surrey Clinical Commissioning Group s Constitution

23 Local Authority Lower-layer Super Output Areas (LSOAs) E Woking 004E E Woking 004F E Woking 012D E Woking 012E E Woking 006A E Woking 006B E Woking 006C E Woking 008D E Woking 010B E Woking 008E E Woking 011D E Woking 011E E Woking 002A E Woking 006D E Woking 002B E Woking 010C E Woking 009D Maybury and Sheerwater Maybury and Sheerwater Mayford and Sutton Green Mayford and Sutton Green Mount Hermon East Mount Hermon East Mount Hermon East Mount Hermon West Mount Hermon West Mount Hermon West Old Woking Old Woking Pyrford Pyrford Pyrford St John's and Hook Heath St John's and Hook Heath NHS North West Surrey Clinical Commissioning Group s Constitution

24 Local Authority Lower-layer Super Output Areas (LSOAs) E Woking 010D E Woking 002C St John's and Hook Heath West Byfleet E Woking 002D West Byfleet E Woking 002E West Byfleet 2.2. The Area of the Group shall be divided into Localities. The initial Localities of the Group are set out in Annex 2A to Appendix C (Standing Orders). 3. MEMBERSHIP 3.1. Membership of the Group The following practices comprise the Members of NHS North West Surrey Clinical Commissioning Group. Practice Name Orchard Surgery Fordbridge Medical Centre Knowle Green Medical Shepperton Medical Practice St Davids Medical Centre Staines and Thameside Staines Health Group Stanwell Road The Hythe The Grove Medical Centre Studholme Medical Centre Address 107 Feltham Hill Road, Ashford, Middlesex TW15 1HH 4 Fordbridge Road, Ashford, Middlesex TW15 2SG Knowle Green Surgery, Knowle Green, Staines, Middlesex TW18 1XD Shepperton Court Drive, Laleham Road, Shepperton, Middlesex TW17 3EJ Hadrian Way, Stanwell, Middlesex TW19 7HT 5 Chertsey Lane, Staines, Middlesex TW18 3JH Knowle Green, Staines, Middlesex TW18 1XD 95 Stanwell Road, Ashford, Middlesex TW15 3EA Rochester Road, Egham, Surrey TW18 3HN Church Road, Egham, Surrey TW20 9QJ 50 Church Road, Ashford, Middlesex TW15 NHS North West Surrey Clinical Commissioning Group s Constitution

25 Practice Name Upper Halliford Medical Centre Ashford Health Centre Ashley Medical Practice Church Street Practice Fort House Surgery Ottershaw Surgery Packers Sunbury Health Centre The Abbey Practice The Bridge Practice The Crouch Oak Practice Dr Nguyen The Hersham Surgery Dr Lewis Dr Sillick & Partners Dr de Sousa & Partners Greenfields Surgery Chobham and West End Medical Practice Address 2TU 270 Upper Halliford Road, Shepperton, Middlesex TW17 8EJ Ashford Hospital, London Road, Ashford, Middlesex TW15 3FE 1A Crutchfield Lane, Walton-on-Thames, Surrey KT12 2QY Weybridge Primary Care Centre, Church Street, Weybridge, KT13 8DW 32 Hersham Road, Walton-on-Thames, Surrey KT12 1JX 3 Bousley Rise, Ottershaw, Surrey KT16 0JX Christchurch Road, Virginia Water, Surrey GU25 4RL Green Street, Sunbury-on-Thames, Middlesex TW16 6RH Chertsey Health Centre, Stepgates, Chertsey, Surrey KT16 8HZ Chertsey Health Centre, Stepgates, Chertsey, Surrey KT16 8HZ 45 Station Road, Addlestone, Surrey KT15 2BH Yellow Practice, Walton Health Centre, Rodney Road, Walton-on-Thames, Surrey KT12 3LB The Surgery, Pleasant Place, Hersham, Surrey KT12 4HT White Practice, Walton Health Centre, Rodney Road, Walton-on-Thames, Surrey KT12 3LB Red Practice, Walton Health Centre, Rodney Road, Walton-on-Thames, Surrey KT12 3LB Weybridge Primary Care Centre, Church Street, Weybridge, KT13 8DW 177 High Street, Old Woking, Surrey GU22 9JH Chobham & West End Medical Practice, The Surgery, 16 Windsor Road, Chobham, Surrey NHS North West Surrey Clinical Commissioning Group s Constitution

26 Practice Name College Road Surgery Heathcot Medical Practice Hillview Medical Centre Maybury Surgery Parishes Bridge Medical Practice Pirbright Surgery Sheerwater Health Centre Southview Surgery St John s Health Centre Sunny Meed Surgery Dr Lynch & Partners Wey Family Practice Goldsworth Medical Practice Address GU24 8NA The Practice, 4-6 College Road, Woking, Surrey GU22 8BT Heathcot Medical Practice, York House Medical Centre, Woking, Surrey GU22 7XL Hillview Medical Centre, Heathside Road, Woking, Surrey GU22 7QP Maybury Surgery, Alpha Road, Woking, Surrey GU22 8HF West Byfleet Health Centre, Madeira Road, West Byfleet, Surrey KT14 6DH The Old Vicarage, The Green, Pirbright, Surrey GU24 0JE Devonshire Avenue, Sheerwater, Woking, Surrey GU21 5QJ Guildford Road, Woking, Surrey, GU22 7RR Hermitage Road, St. John s, Woking, Surrey GU21 8TD 15/17 Heathside Road, Woking, Surrey GU22 7EY West Byfleet Health Centre, Madeira Road, West Byfleet, Surrey KT14 6DH West Byfleet Health Centre, Madeira Road, West Byfleet, Surrey KT14 6DH Goldsworth Medical Practice, Heathside Road, Woking, Surrey GU22 7XL Appendix B of this Constitution contains the list of practices, together with the signatures of the Practice Leads confirming their agreement to this Constitution Eligibility Providers of primary medical services to a registered list of patients during core hours under a General Medical Services, Personal Medical Services or Alternative Provider Medical Services contract that meet the requirements of the Regulations, will be eligible to apply for membership of this Group Application for membership No practice shall become a Member of the Group unless that practice: a) is eligible to become a Member in accordance with paragraph 3.2 above; NHS North West Surrey Clinical Commissioning Group s Constitution

27 b) has confirmed acceptance of the Constitution; and c) following approval of its application by the NHS England, has been entered into the Register of Members set out in Appendix B to this Constitution. Any dispute between a practice and the Group in respect of eligibility for membership of the Group shall be referred to the NHS England for determination Cessation of membership A Member ceases to be a Member if they are no longer eligible for membership through non-compliance with paragraph 3.2 above or the provisions of paragraph 1.4 above result in cessation of membership The Group shall notify the NHS England in the event that it becomes aware that any Member no longer meets the requirements of paragraph 3.2 above or is proposing to merge with another Member or a member of another Clinical Commissioning Group and shall propose any such amendments to this Constitution under the terms of paragraph 1.4 as are appropriate to reflect the circumstances Membership of the Group is not transferable and any proposed changes to the membership (including those arising from a merger of Members) shall be subject to the approval of the NHS England Local Medical Committee NHS North West Surrey CCG recognises the Local Medical Committee (LMC) as the statutory representative body for NHS GPs. The CCG will, as it considers appropriate, consult the LMC on those matters affecting the interests of GPs, as members of the Group, in their role as GPs. 4. MISSION, VALUES AND AIMS 4.1. Mission The mission of NHS North West Surrey Clinical Commissioning Group is to enable all North West Surrey people to enjoy the best possible health by commissioning high quality healthcare which meets the needs of its population within the financial envelope available The Group will promote good governance and proper stewardship of public resources in pursuance of its goals and in meeting its statutory duties Values Good corporate governance arrangements are critical to achieving the Group s objectives. NHS North West Surrey Clinical Commissioning Group s Constitution

28 The values that underpin the way that the Group commissions services are: a) being accountable to its local population and its Members; b) being open and transparent in its decision-making; c) keeping quality and patient experience at the heart of everything it does; d) having strong clinical leadership and engaging clinicians from all parts of the system; e) valuing its relationships with patients, providers and stakeholders, and using what they bring to the Group and its work; and f) ensuring good corporate governance is embedded within the Group's operating model Aims The Group's aims are to ensure that clinical leadership, ownership and engagement are at the heart of everything it does. Through combining strong clinical leadership with excellent management and working with partners across health and social care, the Group aims to establish the power and status to command a significant presence within the local health economy and thereby deliver appropriate transformational change Principles of Good Governance In accordance with section 14L(2)(b) of the 2006 Act, the Group will at all times observe such generally accepted principles of good governance in the way it conducts its business. These include: a) the highest standards of propriety involving impartiality, integrity and objectivity in relation to the stewardship of public funds, the management of the organisation and the conduct of its business; b) The Good Governance Standard for Public Services; c) the standards of behaviour published by the Committee on Standards in Public Life (1995) known as the Nolan Principles d) the seven key principles of the NHS Constitution; and e) the Equality Act Accountability The Group will demonstrate its accountability to its Members, local people, stakeholders and the NHS England in a number of ways, including by: NHS North West Surrey Clinical Commissioning Group s Constitution

29 a) publishing its Constitution; b) appointing independent Lay Members and non GP clinicians to its Governing Body; c) holding meetings of its Governing Body in public (except where the Group considers that it would not be in the public interest in relation to all or part of a meeting); d) publishing annually a commissioning plan; e) participating in local authority health overview and scrutiny processes as required by Section 244 of the 2006 Act; f) participating in the local Health and Wellbeing Board; g) meeting annually in public to publish and present its annual report (which must be published); h) producing annual accounts in respect of each Financial Year which must be externally audited; i) having a published and clear complaints process; j) complying with the Freedom of Information Act 2000; and k) providing information to the NHS England as required In addition to these statutory requirements, the Group will demonstrate its accountability by: a) publishing its principal commissioning and operational policies on the Group's website; b) holding engagement events at such times and frequency as shall be determined by the Group; c) identifying a named Lay Member with responsibility for public and patient engagement; d) supporting a Patient and Public Engagement Forum; and e) ensuring the Governing Body is accountable to it Members via the Council of Members' Meetings and the Locality arrangements. NHS North West Surrey Clinical Commissioning Group s Constitution

30 The Governing Body will throughout each year have an on-going role in reviewing the Group s governance arrangements to ensure that the Group continues to reflect the principles of good governance. 5. FUNCTIONS AND GENERAL DUTIES 5.1. Functions The functions that the Group is responsible for exercising are largely set out in the 2006 Act, as amended by the 2012 Act. An outline of these appears in the Department of Health s Functions of clinical commissioning groups: a working document. They relate to: a) commissioning certain health services (where NHS England is not under a duty to do so) that meet the reasonable needs of: i) all people registered with Member GP practices, and ii) people who are usually resident within the Area and are not registered with a member of any Clinical Commissioning Group; b) commissioning emergency care for anyone present in the Group s Area; c) paying its employees remuneration, fees and allowances in accordance with the determinations made by its Governing Body and determining any other terms and conditions of service of the Group s employees; and d) determining the remuneration and travelling or other allowances of members of its Governing Body In discharging its functions the Group will: a) act, when exercising its functions to commission health services, consistently with the discharge by the Secretary of State and NHS England of their duty to promote a comprehensive health service and with the objectives and requirements placed on NHS England through the mandate published by the Secretary of State before the start of each Financial Year by: i) delegating responsibility for this function to the Governing Body; ii) requiring the Governing Body to produce and publish an annual commissioning plan, which promotes a comprehensive health service and responds to the mandate published on an annual basis by the Secretary of State; and NHS North West Surrey Clinical Commissioning Group s Constitution

31 iii) requiring the annual commissioning plan to be approved by the Governing Body and the Group on an annual basis, and for progress of delivery against the plan to be performance monitored by the Governing Body; b) meet the public sector equality duty by: i) delegating appropriate responsibility for compliance with the public sector equality duty to the Chief Officer; ii) iii) designating responsibility to the Quality Committee the requirement to produce an equality plan to meet the public sector equality duty and requiring the equality plan to be approved by the Governing Body on an annual basis; requiring the equality plan to set out how the Governing Body, for the nine protected characteristics, will have due regard to the need to: eliminate unlawful discrimination, harassment and victimisation and other conduct prohibited by the Equality Act 2010; advance equality of opportunity between people who share a protected characteristic and those who do not; foster good relations between people who share a protected characteristic and those who do not; iv) requiring the Quality Committee to give assurance to the Governing Body in respect of compliance with the public sector equality duty by preparing and providing an annual report on the same to the Governing Body, and the Governing Body to receive a copy of the annual report and to monitor compliance; and v) publishing equality and human rights information in accordance with statutory requirements as a minimum to demonstrate compliance with the public sector equality duty across all of the Group's functions; c) work in partnership with its local authority to develop joint strategic needs assessments and joint health and wellbeing strategies by: i) being an active member of the Surrey Health and Wellbeing Board; ii) participating in locally established arrangements for the development of a joint strategic needs assessment and a joint NHS North West Surrey Clinical Commissioning Group s Constitution

32 health and wellbeing strategy, including working groups, engagement events and formal approval processes; and iii) designating the Chair as lead Governing Body member for this function General Duties - in discharging its functions the Group will: make arrangements to secure public involvement in the planning, development and consideration of proposals for changes and decisions affecting the operation of commissioning arrangements by: a) designating the Lay Member (patient and public involvement) and the Chair as lead Governing Body members for public involvement; b) establishing a Patient and Public Engagement Forum to harness the contributions of patients, their carers and representatives, and the public and promoting the involvement of the same by permitting, where appropriate, the chair of such Group to attend as an observer at meetings of the Governing Body; c) working closely with Local HealthWatch; d) adopting a communication and engagement strategy that is approved and monitored by the Governing Body; e) embedding the requirement to secure public involvement in individual strategies, policies and decision-making processes; f) delegating responsibility for the management of communications and consultation processes to the Operational Leadership Team, including publishing information about health services on the Group's website and through other media; g) publishing a procurement strategy; and h) where it has to formally consult on changes, taking account of the seven criteria laid out in the Cabinet Office's Code of Practice on Consultation Promote awareness of, and act with a view to securing that health services are provided in a way that promotes awareness of, and have regard to the NHS Constitution by: a) delegating responsibility for promoting awareness of and having regard to the NHS Constitution to the Governing Body in addition to promoting the same through its Locality arrangements; b) publishing the NHS Constitution and related information; and NHS North West Surrey Clinical Commissioning Group s Constitution

33 c) requiring the Chief Officer to produce an annual report on matters relating to the NHS Constitution, and the Governing Body to receive a copy of the same Act effectively, efficiently and economically by: a) delegating responsibility for securing effective, efficient and economical arrangements to the Governing Body; b) delegating responsibility for seeking assurance on the effectiveness, efficiency and economy of arrangements to the Audit and Risk Committee; c) embedding the requirement to consider effectiveness, efficiency and economy in individual strategies, policies and decision-making processes including but not limited to those applying in respect of the Group's Locality arrangements and through the workings of the Clinical Executive Committee; and d) reviewing and reporting on the effectiveness, efficiency and economy of management arrangements and commissioned services Act with a view to securing continuous improvement to the quality of services by: a) delegating responsibility for acting with a view to securing continuous improvement to the quality of services to the Governing Body; b) delegating responsibility for the review of quality of services to its Quality Committee, who will monitor and drive forward the quality and safety of all commissioned care, and oversee and provide assurance on the quality of commissioned services, including serious incidents, Never Events and patient experience; and c) adopting a quality strategy that is approved by the Governing Body and promoted, where applicable, through the Group's Locality arrangements Assist and support NHS England in relation to the Board s duty to improve the quality of primary medical services by: a) delegating responsibility for assisting and supporting NHS England in relation to the Board's duty to improve the quality of primary medical services to the Governing Body; and NHS North West Surrey Clinical Commissioning Group s Constitution

34 b) participating, as required, in arrangements locally established by NHS England, for the purposes of collaborating with NHS England in respect of the duty referred to herein Have regard to the need to reduce inequalities by: a) adopting an annual commissioning plan which reflects the Group s commitment to reducing inequalities in access to services and outcomes achieved; and b) embedding the requirement to consider the reduction of inequalities in individual strategies, policies and decision-making processes Promote the involvement of patients, their carers and representatives in decisions about their healthcare by: a) delegating responsibility for promoting patient, carer and representative involvement in decisions about healthcare to the Governing Body, in addition to promoting the same through its Locality arrangements; b) designating the Lay Member (patient and public involvement) and the Chair as lead Governing Body members for patient, carer and representative involvement in decisions about healthcare; c) publishing accessible information for patients, their carers and representatives on involvement in decisions about their healthcare; and d) embedding the principles of "No Decision About Me Without Me" and "Shared Decision Making" throughout the organisation and ensuring that this informs commissioning, service development, whilst understanding and taking account of limitations necessary for some aspects of urgent care Act with a view to enabling patients to make choices by: a) delegating responsibility for enabling patients to make choices to the Governing Body, in addition to promoting the same through its Locality arrangements; b) in preparing an annual commissioning plan, and delivering the Group's commissioning responsibilities, having regard to the requirement for patient choice; c) embedding the requirement to enable patients to make choices in individual strategies, policies and decision-making processes; and NHS North West Surrey Clinical Commissioning Group s Constitution

35 d) publishing accessible information to support patients in making choices Obtain appropriate advice from persons who, taken together, have a broad range of professional expertise in healthcare and public health by: a) delegating responsibility for obtaining appropriate advice to the Governing Body; b) having a secondary care specialist doctor and registered nurse as members of the Governing Body; c) implementing local arrangements with public health and other expert colleagues which facilitate the exchange of information and advice; and d) working, where the Governing Body considers it appropriate, with other organisations within the North West Surrey health and social care economy to help drive transformational change in an integrated way Promote innovation by: a) delegating responsibility for the promotion of innovation to the Governing Body; b) securing commitment to innovation through contractual arrangements with providers; c) preparing, and delivering on, an annual commissioning plan which pays due regard to promoting innovation; d) having an innovation and opportunities forum to develop horizon scanning of national and international developments, policy, evidence based review and other health related initiatives to inform local commissioning strategies and service design; and e) appointing a Clinical Chief of Innovation and Quality Promote research and the use of research by: a) delegating responsibility for the promotion and use of research to the Governing Body; b) adopting a research policy that is approved by the Governing Body; NHS North West Surrey Clinical Commissioning Group s Constitution

36 c) requiring the Chief Officer to prepare an annual report on the promotion and use of research, and the Governing Body to receive a copy of the same; and d) appointing a Clinical Chief of Innovation and Quality Have regard to the need to promote education and training for persons who are employed, or who are considering becoming employed, in an activity which involves or is connected with the provision of services as part of the health service in England so as to assist the Secretary of State for Health in the discharge of his related duty by: a) delegating appropriate responsibility to the Governing Body for the promotion of education and training; b) delegating responsibility for the review of arrangements relating to education and training to the Quality Committee; c) promoting education and training through other appropriate fora which may include through the GP Forum as well as individual staff appraisals and development programmes; d) ensuring that the Group's contracts and contract monitoring arrangements require contracted providers to promote education and training; and e) having regard to national and regional arrangements relating to education and training Act with a view to promoting integration of both health services with other health services and health services with health-related and social care services where the Group considers that this would improve the quality of services or reduce inequalities by: a) delegating operational responsibility for promoting integration via the Governing Body to the Clinical Executive Committee who will support joint commissioning arrangements with Surrey County Council and other partners as party of the whole system responsibility; b) being an active member of the Health and Wellbeing Board; c) embedding the requirement to promote integration in individual strategies, policies and decision-making processes including but not limited to those applying in respect of the Group's Locality arrangements and through the workings of the Clinical Executive Committee; and NHS North West Surrey Clinical Commissioning Group s Constitution

37 d) setting out specific plans in its annual commissioning plans (where appropriate) regarding implementing local arrangements for integrated working In addition to the foregoing, the Group will assist and support NHS England in relation to the Board's duty to improve the quality of specialised services by: a) delegating responsibility for assisting and supporting NHS England in relation to NHS England s duty to improve the quality of specialised services to the Governing Body; and b) participating, as required, in arrangements locally established by NHS England for the purposes of collaborating with NHS England in respect of the duty referred to herein General Financial Duties the Group will perform its functions so as to: Ensure its expenditure does not exceed the aggregate of its allotments for the Financial Year by: a) delegating responsibility for ensuring expenditure does not exceed aggregated allotments to the Governing Body; b) delegating responsibility for ensuring robust financial strategies, policies, systems, processes and governance arrangements are in place to the Chief Finance Officer; c) delegating responsibility for seeking assurance on the robustness of financial arrangements to the Audit and Risk Committee; d) adopting an annual financial plan and a financial strategy (which may be presented as part of the commissioning plan) designed to meet the Group s financial duties; and e) requiring the Chief Finance Officer to regularly monitor financial performance against the annual financial plan, and reporting to the Governing Body Ensure its use of resources (both its capital resource use and revenue resource use) does not exceed the amount specified by NHS England for the Financial Year by: a) delegating responsibility for ensuring its use of resources does not exceed the amount specified by NHS England for the Financial Year to the Governing Body; NHS North West Surrey Clinical Commissioning Group s Constitution

38 b) delegating responsibility for ensuring robust financial strategies, policies, systems, processes and governance arrangements are in place to the Chief Finance Officer; c) delegating responsibility for seeking assurance on the robustness of financial arrangements to the Audit and Risk Committee; d) adopting an annual financial plan and a financial strategy designed to meet the Group s financial duties; and e) requiring the Chief Finance Officer to regularly monitor financial performance against the annual financial plan, and reporting to the Governing Body Take account of any directions issued by NHS England, in respect of specified types of resource use in a financial year, to ensure the Group does not exceed an amount specified by NHS England by: a) delegating responsibility for complying with directions issued by the NHS England, in respect of specified types of resource use, to the Governing Body; b) delegating responsibility for ensuring robust financial strategies, policies, systems, processes and governance arrangements are in place to enable the Group to fulfil its statutory responsibility not to exceed its expenditure limits, as set by direction of NHS England, to the Chief Finance Officer; c) delegating responsibility for seeking assurance on the robustness of financial arrangements to the Audit and Risk Committee; d) adopting and updating an annual financial plan and a financial strategy designed to comply with directions issued by NHS England from time to time; and e) requiring the Quality Committee to regularly monitor the use of specified types of resource which are subject to directions issued by NHS England from time to time, and reporting to the Governing Body Publish an explanation of how the Group spent any payment in respect of quality made to it by NHS England by: a) requiring the Chief Finance Officer to regularly monitor and review payments in respect of quality made to the Group by NHS England, and report on the same to the Governing Body Other Relevant Regulations, Directions and Documents The Group will: NHS North West Surrey Clinical Commissioning Group s Constitution

39 a) comply with all relevant regulations; b) comply with directions issued by the Secretary of State for Health or NHS England ; and c) take account, as appropriate, of documents issued by NHS England The Group will develop and implement the necessary systems and processes to comply with these regulations and directions, documenting them as necessary in this Constitution, its Scheme of Reservation and Delegation and other relevant Group policies and procedures. 6. DECISION MAKING: THE GOVERNING STRUCTURE 6.1. Authority to act The Group is accountable for exercising the statutory functions of the Group. It may grant authority to act on its behalf to: a) any of its Members; b) its Governing Body; c) employees; d) a committee or sub-committee of the Group The extent of the authority to act of the respective bodies and individuals depends on the powers delegated to them by the Group as expressed through: a) the Group s Scheme of Reservation and Delegation; and b) for committees, their terms of reference Scheme of Reservation and Delegation The Group s Scheme of Reservation and Delegation sets out: a) those decisions that are reserved for the membership as a whole; b) those decisions that are the responsibilities of its Governing Body (and its committees), the Group s committees and sub-committees, individual Members and employees The Group remains accountable for all of its functions, including those that it has delegated. NHS North West Surrey Clinical Commissioning Group s Constitution

40 6.3. General In discharging functions of the Group that have been delegated to its Governing Body (and its committees), any committees, joint committees, sub-committees and individuals must: a) comply with the Group s principles of good governance, b) operate in accordance with the Group s Scheme of Reservation and Delegation, c) comply with the Group s Standing Orders, d) comply with the Group s arrangements for discharging its statutory duties, and e) where appropriate, ensure that Members have had the opportunity to contribute to the Group s decision making process When discharging their delegated functions, any committees, subcommittees and joint committees must also operate in accordance with their approved terms of reference Where delegated responsibilities are being discharged collaboratively, the joint (collaborative) arrangements must: a) identify the roles and responsibilities of those Clinical Commissioning Groups who are working together; b) identify any pooled budgets and how these will be managed and reported in annual accounts; c) specify under which Clinical Commissioning Group s Scheme of Reservation and Delegation and supporting policies the collaborative working arrangements will operate; d) specify how the risks associated with the collaborative working arrangement will be managed between the respective parties; e) identify how disputes will be resolved and the steps required to terminate the working arrangements; and f) specify how decisions are communicated to the collaborative partners Committees of the Group The following committees have been established by the Group: a) Audit and Risk Committee; NHS North West Surrey Clinical Commissioning Group s Constitution

41 b) Remuneration and Nominations Committee; c) Quality Committee; d) Operational Leadership Team; and e) Clinical Executive f) Strategic Finance Committee each of the above committees is accountable to the Governing Body Committees will only be able to establish their own sub-committees, to assist them in discharging their respective responsibilities, if this responsibility has been delegated to them by the Group or the committee they are accountable to Joint commissioning arrangements with other Clinical Commissioning Groups The Group may wish to work together with other Clinical Commissioning Groups in the exercise of its commissioning functions The Group may make arrangements with one or more Clinical Commissioning Groups in respect of: a) delegating any of the Group s commissioning functions to another Clinical Commissioning Group; b) exercising any of the commissioning functions of another Clinical Commissioning Group; or c) exercising jointly the commissioning functions of the Group and another Clinical Commissioning Group For the purposes of the arrangements described at paragraph 6.5.2, the Group may: a) make payments to another Clinical Commissioning Group; b) receive payments from another Clinical Commissioning Group; c) make the services of its employees or any other resources available to another Clinical Commissioning Group; or d) receive the services of the employees or the resources available to another Clinical Commissioning Group. NHS North West Surrey Clinical Commissioning Group s Constitution

42 Where the Group makes arrangements which involve all the Clinical Commissioning Groups exercising any of their commissioning functions jointly, a joint committee may be established to exercise those functions For the purposes of the arrangements described at paragraph above, the Group may establish and maintain a pooled fund made up of contributions by any of the Clinical Commissioning Groups working together pursuant to paragraph 6.5.2(c) above. Any such pooled fund may be used to make payments towards expenditure incurred in the discharge of any of the commissioning functions in respect of which the arrangements are made Where the Group makes arrangements with another Clinical Commissioning Group as described at paragraph above, the Group shall develop and agree with that Clinical Commissioning Group an agreement setting out the arrangements for joint working, including details of: a) how the parties will work together to carry out their commissioning functions; b) the duties and responsibilities of the parties; c) how risk will be managed and apportioned between the parties; d) financial arrangements, including, if applicable, payments towards a pooled fund and management of that fund; e) contributions from the parties, including details around assets, employees and equipment to be used under the joint working arrangements The liability of the Group to carry out its functions will not be affected where the Group enters into arrangements pursuant to paragraph above Without prejudice to paragraph 5.4.1, the Group shall have regard to any guidance published by NHS England pursuant to Section 14Z8 of the 2006 Act in exercising its commissioning functions Only arrangements that are safe and in the interests of patients registered with member practices will be approved by the governing body The governing body of the Group shall require, in all joint commissioning arrangements, that the lead clinician and lead manager of the lead Clinical Commissioning Group make a quarterly written report to the governing body and hold at least annual engagement events to review aims, NHS North West Surrey Clinical Commissioning Group s Constitution

43 objectives, strategy and progress and publish an annual report on progress made against objectives Should a joint commissioning arrangement prove to be unsatisfactory the governing body of the Group can decide to withdraw from the arrangement, but has to give six months notice to partners, with new arrangements starting from the beginning of the next new financial year Joint commissioning arrangements with NHS England for the exercise of Group s functions The Group may wish to work together with NHS England in the exercise of its commissioning functions The Group and NHS England may make arrangements to exercise any of the Group s commissioning functions jointly The arrangements referred to in paragraph above may include other Clinical Commissioning Groups Where joint commissioning arrangements pursuant to above are entered into, the parties may establish a joint committee to exercise the commissioning functions in question Arrangements made pursuant to above may be on such terms and conditions (including terms as to payment) as may be agreed between NHS England and the Group Where the Group makes arrangements with NHS England (and another Clinical Commissioning Group if relevant) as described at paragraph above, the Group shall develop and agree with NHS England a framework setting out the arrangements for joint working, including details of: a) How the parties will work together to carry out their commissioning functions; b) The duties and responsibilities of the parties; c) How risk will be managed and apportioned between the parties; d) Financial arrangements, including, if applicable, payments towards a pooled fund and management of that fund; e) Contributions from the parties, including details around assets, employees and equipment to be used under the joint working arrangements; and NHS North West Surrey Clinical Commissioning Group s Constitution

44 The liability of the Group to carry out its functions will not be affected where the Group enters into arrangements pursuant to paragraph above Without prejudice to paragraph 5.4.1, the Group shall have regard to any guidance published by NHS England pursuant to Section 14Z8 of the 2006 Act in exercising its commissioning functions Only arrangements that are safe and in the interests of patients registered with member practices will be approved by the governing body The governing body of the Group shall require, in all joint commissioning arrangements that the chief officer of the Group make a quarterly written report to the governing body and hold at least annual engagement events to review aims, objectives, strategy and progress and publish an annual report on progress made against objectives Should a joint commissioning arrangement prove to be unsatisfactory the governing body of the Group can decide to withdraw from the arrangement, but has to give six months notice to partners, with new arrangements starting from the beginning of the next new financial year after the expiration of the six months notice period Joint commissioning arrangements with NHS England for the exercise of NHS England s functions The Group may wish to work with NHS England and, where applicable, other Clinical Commissioning Groups to exercise specified NHS England s functions The Group may enter into arrangements with NHS England and, where applicable, other Clinical Commissioning Groups to: a) exercise such functions as specified by NHS England under delegated arrangements; b) jointly exercise such functions as specified with NHS England Where arrangements are made for the Group and, where applicable, other Clinical Commissioning Groups to exercise functions jointly with NHS England a joint committee may be established to exercise the functions in question Arrangements made between NHS England and the Group may be on such terms and conditions (including terms as to payment) as may be agreed between the parties For the purposes of the arrangements described at paragraph above, the NHS Commissioning Board and the Group may establish and NHS North West Surrey Clinical Commissioning Group s Constitution

45 maintain a pooled fund made up of contributions by the parties working together. Any such pooled fund may be used to make payments towards expenditure incurred in the discharge of any of the commissioning functions in respect of which the arrangements are made Where the Group enters into arrangements with NHS England as described at paragraph above, the parties will develop and agree a framework setting out the arrangements for joint working, including details of: a) how the parties will work together to carry out their commissioning functions; b) the duties and responsibilities of the parties; c) how risk will be managed and apportioned between the parties; d) financial arrangements, including payments towards a pooled fund and management of that fund; e) Contributions from the parties, including details around assets, employees and equipment to be used under the joint working arrangements The liability of NHS England to carry out its functions will not be affected where it and the Group enter into arrangements pursuant to paragraph above Without prejudice to paragraph 5.4.1, the Group shall have regard to any guidance published by NHS England pursuant to Section 14Z8 of the 2006 Act in exercising its commissioning functions Only arrangements that are safe and in the interests of patients registered with member practices will be approved by the governing body The governing body of the Group shall require, in all joint commissioning arrangements that the chief officer of the Group make a quarterly written report to the governing body and hold at least annual engagement events to review aims, objectives, strategy and progress and publish an annual report on progress made against objectives Should a joint commissioning arrangement prove to be unsatisfactory the governing body of the Group can decide to withdraw from the arrangement, but has to give six months notice to partners, with new arrangements starting from the beginning of the next new financial year after the expiration of the six months notice period. NHS North West Surrey Clinical Commissioning Group s Constitution

46 6.8. Current Joint Arrangements The Group has entered into joint arrangements with the following Clinical Commissioning Groups: a) NHS East Surrey Clinical Commissioning Group; b) NHS Guildford and Waverley Clinical Commissioning Group; c) NHS North East Hampshire and Farnham Clinical Commissioning Group; d) NHS Surrey Downs Clinical Commissioning Group; and e) NHS Surrey Heath Clinical Commissioning Group Subject to the Group determining otherwise, it has joint committees with Surrey County Council pursuant to two (2) Section 75 agreements with the Council for Children and Adult Mental Health Services (CAMHS) and Integrated Community Equipment Services, and these are currently known as the CAMHS Strategy Board and the Integrated Community Equipment Service Strategy Group respectively The Governing Body Functions - the Governing Body has the following functions conferred on it by sections 14L(2) and (3) of the 2006 Act, inserted by section 25 the 2012 Act, together with any other functions connected with its main functions as may be specified in regulations or in this Constitution. The Governing Body may also have functions of the Group delegated to it by the Group. Where the Group has conferred additional functions on the Governing Body connected with its main functions, or has delegated any of the Group's functions to its Governing Body, these are set out from paragraph 6.6.1(d) below. The Governing Body has responsibility for: a) ensuring that the Group has appropriate arrangements in place to exercise its functions effectively, efficiently and economically and in accordance with the Groups principles of good governance (its main function); b) determining the remuneration, fees and other allowances payable to employees or other persons providing services to the Group and the allowances payable under any pension scheme it may establish under paragraph 11(4) of Schedule 1A of the 2006 Act, inserted by Schedule 2 of the 2012 Act; c) approving any functions of the Group that are specified in regulations; NHS North West Surrey Clinical Commissioning Group s Constitution

47 d) approving a report, received from the Chief Finance Officer, showing the total allocations received and their proposed distribution including any sums to be held in reserve; e) approving budgets prepared and submitted by the Chief Finance Officer prior to the start of the Financial Year; f) receiving and approving (where necessary) reports from the Chief Finance Officer which monitor financial performance against budget and plan; g) recommending to the Group the annual commissioning plan, annual report and annual accounts by presentation of the same to the Members at an ordinary Council of Members' meeting; h) approving the timetable for producing the annual report and preparing the accounts; i) approving consultation arrangements for the Group's commissioning plan; j) performing any of the functions in paragraph 5.2 and/or any other paragraph of this Constitution and the Scheme of Reservation and Delegation, which have been identified as being delegated to the Governing Body; and k) such other functions as may be conferred or delegated to the Governing Body from time to time Composition of the Governing Body - the Governing Body shall not have less than six (6) members and, unless the Group determines otherwise in accordance with paragraph of Appendix C (but subject to paragraph 6.6.3), comprises of: a) the Chair (who shall be a GP); b) up to ten (10) Locality Leads (who shall be GPs or other Healthcare Professionals), one of whom shall be the Chair referred to in a) above; c) two (2) Lay Members (one of whom shall be the Deputy Chair where the Chair is a GP or other Healthcare Professional): i) one to lead on audit, remuneration and conflict of interest matters, ii) one to lead on patient and public participation matters; NHS North West Surrey Clinical Commissioning Group s Constitution

48 d) a registered nurse; e) a secondary care specialist doctor; f) the Chief Officer; and g) the Chief Finance Officer There shall be a clinical majority at all times in respect of the membership of the Governing Body The Governing Body may invite other persons to attend its meetings (in a non-voting capacity) as it sees fit from time to time including but not limited to the chair of the Patient and Public Engagement Forum Committees of the Governing Body - the Governing Body has appointed the following committees and sub-committees: a) Audit and Risk Committee the Audit and Risk Committee, which is accountable to the Governing Body, provides the Governing Body with an independent and objective view of the Group s financial systems, financial information and compliance with laws, regulations and directions governing the Group in so far as they relate to finance. The Governing Body has approved and keeps under review the terms of reference for the Audit and Risk Committee, which includes information on the membership and role of the Audit and Risk Committee. In addition the Group or the Governing Body has conferred or delegated the following functions, connected with the Governing Body's main functions, to its Audit and Risk Committee: i) performing any of the functions in paragraphs 5.2 and 5.3, which are conferred or delegated to the Audit and Risk Committee; ii) iii) iv) ensuring that the Register of Interests is regularly reviewed and updated as necessary; overseeing the management of conflicts of interest on behalf of the Group; performing any of the functions in this Constitution including the Scheme of Reservation and Delegation and/or the Audit and Risk Committee terms of reference, which have been identified as being delegated to the Audit and Risk Committee; and v) such other functions as may be conferred or delegated to the Audit and Risk Committee from time to time. NHS North West Surrey Clinical Commissioning Group s Constitution

49 b) Remuneration and Nominations Committee the Remuneration and Nominations Committee, which is accountable to the Governing Body, makes recommendations to the Governing Body on determinations about the remuneration, fees and other allowances for employees and for people who provide services to the Group and on determinations about allowances under any pension scheme that the Group may establish as an alternative to the NHS pension scheme. The Governing Body has approved and keeps under review the terms of reference for the Remuneration and Nominations Committee, which includes information on the membership and role of the Remuneration and Nominations Committee. In addition the Group or the Governing Body has conferred or delegated the following functions, connected with the Governing Body's main function, to its Remuneration and Nominations Committee: i) setting the terms of office for Independent Members and other members of the Governing Body; ii) iii) performing any of the functions in paragraph 5.2 and/or any other paragraph of this Constitution, the Scheme of Reservation and Delegation, and the Remuneration and Nominations Committee terms of reference, which have been identified as being delegated to the Remuneration and Nominations Committee; and such other functions as may be conferred or delegated to the Remuneration and Nominations Committee from time to time. c) Quality Committee - the Quality Committee, which is accountable to the Governing Body, provides: i) assurance on the quality of services commissioned, providing a culture of continuous improvement and innovation with respect to patient safety, clinical effectiveness and patient experience; ii) iii) assurance on in-year contract, activity and QIPP delivery; and monitoring and oversight of matters referred to in sub-paragraphs i) and ii) above together with CQC reviews, healthcare acquired infection, never events and safety alerts. The Governing Body has approved and keeps under review the terms of reference for the Quality Committee, which includes information on the membership and role of the Quality Committee. NHS North West Surrey Clinical Commissioning Group s Constitution

50 d) Clinical Executive the Clinical Executive, which is accountable to the Group's Governing Body, is responsible for the following functions delegated to it: i) developing and recommending a commissioning strategy to the Governing Body informed by each Locality and the Programme Boards and aligned with the Joint Health and Wellbeing Strategy; ii) iii) iv) being the main source of clinical advice to the Governing Body; being responsible for QIPP plan, finance and programme delivery; working closely with the innovation and opportunities forum to develop horizon scanning of national and international developments, policy, evidence based review and other health related initiative to inform local commissioning strategies and service design; v) developing, overseeing and ensuring delivery of the necessary programme and/or project arrangements to effectively inform the development of clinical strategy and to develop annual commissioning plans for priority programmes of care; vi) supporting joint commissioning arrangements with Surrey County Council and other partners in order to facilitate better integration of health and social care; vii) generating new QIPP ideas and recommending to the Governing Body business cases for approval and release of funds as available within the financial envelope of the Group; viii) assessing the clinical outcomes for provider contracts e.g. CQUINs; and ix) determining tactical investments/interventions, and ensuring the operational delivery of agreed strategy and change programmes, including strategic commissioning intentions. The Governing Body has approved and keeps under review the terms of reference for the Clinical Executive, which includes information on the membership and role of the Clinical Executive. e) Strategic Finance Committee i) The Strategic Finance Committee (the Committee) is established in accordance with NHS North West Surrey Commissioning Group s (the Group's) Constitution, Standing Orders and NHS North West Surrey Clinical Commissioning Group s Constitution

51 Scheme of Reservation and Delegation. These terms of reference set out the membership, remit responsibilities and reporting arrangements of the Committee and shall have effect as if incorporated into the Group's Constitution and Standing Orders. ii) iii) The Committee - established as an assurance committee - is authorised by the Governing Body to act, within its terms of reference, to: oversee the review and development of the CCG s Five Year Plan and Two Year Operational Plan and associated financial plans. All Members and employees of the Group are directed to cooperate with any request made by the Committee. f) Operational Leadership Team - the Operational Leadership Team, which is accountable to the Governing Body, supports the Governing Body and provides the day to day operational delivery and management of agreed strategy for the Group, including strategic commissioning intentions by performing: i) any of the functions in paragraph 5.2 and/or any other paragraph of this Constitution, the Scheme of Reservation and Delegation, and the Operational Leadership Team terms of reference, which have been identified as being delegated to the Operational Leadership Team; and ii) such other ancillary functions and/or activities that are appropriate to the Operational Leadership Team's role and as otherwise may be conferred or delegated to the Operational Leadership Team from time to time. The Governing Body has approved and keeps under review the terms of reference for the Operational Leadership Team, which includes information on the membership and role of the Operational Leadership Team. g) Primary Care Commissioning Committee the Primary Care Commissioning Committee, which is accountable to the Governing Body, will make decisions on the review, planning and procurement of primary care services in North West Surrey. The Governing Body has approved and keeps under review the terms of reference for the Primary Care Commissioning Committee, which includes information on the membership and role of the Primary Care Commissioning Committee. NHS North West Surrey Clinical Commissioning Group s Constitution

52 Programme Boards the Governing Body may set up sub-committees of the Clinical Executive from time to time, which sub-committees may include: a) Programme Boards, which are accountable to the Governing Body, through the Clinical Executive, and are responsible for focusing on individual pathways to support delivery of the Group's vision and commissioning work programmes; and b) an Innovation and Opportunities Forum, whose role is to work closely with the Clinical Executive to develop horizon scanning of national and international developments, policy, evidence based review and other health related initiatives to inform local commissioning strategies and service design The Governing Body may appoint such other committees as it considers may be appropriate. For the avoidance of doubt, such committees may include committees-in-common The following provisions govern the membership of the committees of the Governing Body: a) The Remuneration and Nominations Committee shall be comprised solely of members of the Governing Body. b) The Audit and Risk Committee may include individuals who are not members of the Governing Body. c) The other committees of the Governing Body may include individuals who are: i) Members, officers or Governing Body members of the Group or another clinical commissioning group; ii) iii) iv) Partners or employees of members of the Group or another clinical commissioning group; Officers of NHS England; and/or Any individual over 18 who resides in the United Kingdom. 7. ROLES AND RESPONSIBILITIES Key roles outside of the Governing Body 7.1. Practice Leads Practice Leads represent their practice s views and act on behalf of the practice in matters relating to the Group. The role of each Practice Lead is to: NHS North West Surrey Clinical Commissioning Group s Constitution

53 a) represent their appointing Members views and act on behalf of them in respect of Group matters; b) facilitate the flow of information from the Member to the Group and Governing Body and vice versa and keeping the Member informed, updated and involved in the business of the Group; c) to be the representative of their appointing Member at Council of Members' Meetings and Locality Meetings; d) constructively support the governance arrangements of the Group including attending the Council of Members' Meetings and Locality Meetings; e) share information (both hard and soft) between Members; f) ensure that its Member agrees (by its signature) and adheres to those obligations and responsibilities documented in writing and agreed by the Group as appropriate from time to time; g) engage with their relevant Locality Leads both individually and as part of the Locality activities; and h) engage with the Governing Body via the Council of Members' Meetings and Locality Meetings. Key roles on the Governing Body 7.2. Locality Leads In addition to the Practice Leads identified in section above, the Group has identified up to ten (10) Locality Leads from its Members to support the work of the Group and represent the Group rather than represent their own individual Members, one of whom shall also be the Chair. These Locality Leads undertake the roles outlined in paragraph 3 of Annex 2A of Appendix C of this Constitution on behalf of the Group, and, unless they have been elected and/or appointed into the role of Locality Clinical Director or Chair, will also be encouraged to have a role which will ordinarily be a role connected with the operation of the Clinical Executive Committee, as determined by the Governing Body from time to time including, but not limited to Clinical Programme Leads and/or clinical corporate lead roles All members of the Governing Body Guidance on the roles of members of the Governing Body is set out in a separate document. In summary, each member of the Governing Body should share responsibility as part of a team to ensure that the Group exercises its functions effectively, efficiently and economically, with good NHS North West Surrey Clinical Commissioning Group s Constitution

54 governance and in accordance with the terms of this Constitution. Each brings their unique perspective, informed by their expertise and experience The Chair of the Governing Body The Chair of the Governing Body is responsible for: a) leading the Governing Body, ensuring it remains continuously able to discharge its duties and responsibilities as set out in this Constitution; b) building and developing the Governing Body and its individual members; c) ensuring that the Group has proper constitutional and governance arrangements in place; d) ensuring that, through the appropriate support, information and evidence, the Governing Body is able to discharge its duties; e) supporting the Chief Officer in discharging the responsibilities of the organisation; f) contributing to building a shared vision of the aims, values and culture of the organisation; g) leading and influencing to achieve clinical and organisational change to enable the Group to deliver its commissioning responsibilities; h) overseeing governance and particularly ensuring that the Governing Body and the wider Group behaves with the utmost transparency and responsiveness at all times; i) ensuring that public and patients' views are heard and their expectations understood and, where appropriate as far as possible, met; j) ensuring that the organisation is able to account to its local patients, stakeholders and NHS England; and k) ensuring that the Group builds and maintains effective relationships, particularly with the individuals involved in overview and scrutiny from the relevant local authority Where the Chair is also the senior clinical voice of the Group he or she will take the lead in interactions with stakeholders, including NHS England The Chair shall not be the Locality Clinical Director for their Locality. NHS North West Surrey Clinical Commissioning Group s Constitution

55 7.5. The Deputy Chair of the Governing Body The Deputy Chair of the Governing Body deputises for the Chair where he or she has a conflict of interest or is otherwise unable to act. Where the Chair is a GP or other Healthcare Professional, the Deputy Chair shall be one of the Lay Members Role of the Chief Officer The Chief Officer of the Group is a member of the Governing Body The role of the Chief Officer has been summarised in a national document as: a) being responsible for ensuring that the clinical commissioning group fulfils its duties to exercise its functions effectively, efficiently and economically thus ensuring improvement in the quality of services and the health of the local population whilst maintaining value for money; b) at all times ensuring that the regularity and propriety of expenditure is discharged, and that arrangements are put in place to ensure that good practice (as identified through such agencies as the Audit Commission and the National Audit Office) is embodied and that safeguarding of funds is ensured through effective financial and management systems; and c) working closely with the Chair, the Chief Officer will ensure that proper constitutional, governance and development arrangements are put in place to assure the Members (through the Governing Body) of the organisation's on-going capability and capacity to meet its duties and responsibilities. This will include arrangements for the on-going development of its Members and staff In addition the Group or the Governing Body has conferred or delegated the following duties to the Chief Officer: i) performing any of the functions and/or duties in paragraph 5.2 and/or any other paragraph of this Constitution, and the Scheme of Reservation and Delegation, which have been identified as being delegated to, or performed by, the Chief Officer; and ii) such other functions or duties as may be conferred or delegated to the Chief Officer from time to time In addition to the Chief Officer's general duties, where the Chief Officer is also the senior clinical voice of the Group he or she will take the lead in interactions with stakeholders, including NHS England. NHS North West Surrey Clinical Commissioning Group s Constitution

56 7.7. Role of the Chief Finance Officer The Chief Finance Officer is a member of the Governing Body and is responsible for providing financial advice to the Group and for supervising financial control and accounting systems The role of Chief Finance Officer has been summarised in a national document as: a) being the Governing Body's professional expert on finance and ensuring through robust systems and processes, the regularity and propriety of expenditure is fully discharged; b) making appropriate arrangements to support, monitor on the Group's finances; c) overseeing robust audit and governance arrangements leading to propriety in the use of the Group's resources; d) being able to advise the Governing Body on the effective, efficient and economic use of the Group's allocation to remain within that allocation and deliver required financial targets and duties; and e) producing the financial statements for audit and publication in accordance with the statutory requirements to demonstrate effective stewardship of public money and accountability to NHS England In addition the Group or the Governing Body has conferred or delegated the following duties to the Chief Finance Officer: i) performing any of the functions and/or duties in paragraphs 5.2, 5.3 and/or any other paragraphs of this Constitution, which have been identified as being delegated to the Chief Finance Officer; and ii) such other functions or duties as may be conferred or delegated to the Chief Finance Officer from time to time. 8. STANDARDS OF BUSINESS CONDUCT AND MANAGING CONFLICTS OF INTEREST 8.1. Standards of Business Conduct Employees, Members, committee and sub-committee members of the Group and members of the Governing Body (and its committees) will at all times comply with this Constitution and be aware of their responsibilities as outlined in it. They should act in good faith and in the interests of the Group and should follow the Seven Principles of Public Life, set out by the Committee on Standards in Public Life (the Nolan Principles) The Nolan Principles are incorporated into this Constitution at Appendix F. NHS North West Surrey Clinical Commissioning Group s Constitution

57 They must comply with the Group s policy on business conduct, including the requirements set out in the policy for managing conflicts of interest. This policy will be available on the Group s website at Alternatively, interested persons will be able to obtain a hard copy upon application to the Group s headquarters at 58 Church Street, Weybridge, Surrey, KT13 8DP Individuals contracted to work on behalf of the Group or otherwise providing services or facilities to the Group will be made aware of their obligation with regard to declaring conflicts or potential conflicts of interest. This requirement will be written into their contract for services Conflicts of Interest As required by section 14O of the 2006 Act, as inserted by section 25 of the 2012 Act, the Group will make arrangements to manage conflicts and potential conflicts of interest to ensure that decisions made by the Group will be taken and seen to be taken without any possibility of the influence of external or private interest Where an individual, i.e. an employee, Member, member of the Governing Body, or a member of a committee or a sub-committee of the Group or its Governing Body has an interest, or becomes aware of an interest which could lead to a conflict of interests in the event of the Group considering an action or decision in relation to that interest, that must be considered as a potential conflict, and is subject to the provisions of this Constitution A conflict of interest will include: a) a direct pecuniary interest: where an individual may financially benefit from the consequences of a commissioning decision (for example, as a provider of services); b) an indirect pecuniary interest: for example, where an individual is a partner, member or shareholder in an organisation that will benefit financially from the consequences of a commissioning decision; c) a non-pecuniary interest where an individual holds a nonremunerative or not-for-profit interest in an organisation, that will benefit from the consequences of a commissioning decision (for example, where an individual is a trustee of a voluntary provider that is bidding for a contract); d) a non-pecuniary personal benefit: where an individual may enjoy a qualitative benefit from the consequence of a commissioning decision which cannot be given a monetary value (for example, a reconfiguration of hospital services which might result in the closure of a busy clinic next door to an individual's house); or NHS North West Surrey Clinical Commissioning Group s Constitution

58 e) where an individual is closely related to, or in a relationship, including friendship, with an individual in the above categories If in doubt, the individual concerned should assume that a potential conflict of interest exists Declaring and Registering Interests The Group will maintain a Register of Interests of: a) the Members of the Group; b) the members of its Governing Body; c) the members of its committees or sub-committees and the committees or sub-committees of its Governing Body; and d) its employees The Register of Interests will be published on the Group s website at Alternatively, interested persons will be able to obtain a hard copy upon application to the Group s headquarters at 58 Church Street, Weybridge, Surrey, KT13 8DP Individuals will declare any interest that they have, in relation to a decision to be made in the exercise of the commissioning functions of the Group, in writing to the Governing Body, as soon as they are aware of it and in any event no later than 28 days after becoming aware Where an individual is unable to provide a declaration in writing, for example, if a conflict becomes apparent in the course of a meeting, they will make an oral declaration before witnesses, and provide a written declaration as soon as possible thereafter The Audit and Risk Committee will ensure that the Register of Interests is reviewed regularly, and updated as necessary Managing Conflicts of Interest: general Individual Members of the Group, the Governing Body, committees or sub-committees, the committees or sub-committees of its Governing Body and employees will comply with the arrangements determined by the Group for managing conflicts or potential conflicts of interest The Audit and Risk Committee will ensure that for every interest declared, either in writing or by oral declaration, arrangements are in place to manage the conflict of interests, to ensure the integrity of the Group's decision making processes. NHS North West Surrey Clinical Commissioning Group s Constitution

59 Arrangements for the management of conflicts of interest are to be determined by the Audit and Risk Committee and will include the requirement to put in writing to the relevant individual arrangements for managing the conflict of interests or potential conflicts of interests, within a week of declaration. The arrangements will confirm the following: a) when an individual should withdraw from a specified activity, on a temporary or permanent basis; b) monitoring of the specified activity undertaken by the individual, either by a line manager, colleague or other designated individual Where an interest has been declared, either in writing or by oral declaration, the declarer will ensure that before participating in any activity connected with the Group's exercise of its commissioning functions, they have received confirmation of the arrangements to manage the conflict of interest or potential conflict of interest from the Audit and Risk Committee Where an individual Member, employee or person providing services to the Group is aware of an interest which: a) has not been declared, either in the register or orally, they will declare this at the start of the meeting; b) has previously been declared, in relation to the scheduled or likely business of the meeting, the individual concerned will bring this to the attention of the chair of the meeting, together with details of arrangements which have been confirmed for the management of the conflict of interests or potential conflicts of interests. The chair of the meeting will then determine how this should be managed and inform the Member or person of their decision. Where no arrangements have been confirmed, the chair of the meeting may require the individual to withdraw from the meeting or part of it. The individual will then comply with these arrangements, which must be recorded in the minutes of the meeting Where the chair of any meeting of the Group, including committees, subcommittees, or the Governing Body and the Governing Body's committees and sub-committees, has a personal interest, previously declared or otherwise, in relation to the scheduled or likely business of the meeting, they must make a declaration and the deputy chair will act as chair for the relevant part of the meeting. Where arrangements have been confirmed for the management of the conflict of interests or potential conflicts of interests in relation to the chair, the meeting must ensure these are followed. Where no arrangements have been confirmed, the deputy chair may require the chair to withdraw from the meeting or part of it. Where there is no deputy chair, the members of the meeting will select one. NHS North West Surrey Clinical Commissioning Group s Constitution

60 Any declarations of interests, and arrangements agreed in any meeting of the Group, committees or sub-committees, or the Governing Body, the Governing Body's committees or sub-committees, will be recorded in the minutes Where more than fifty per cent (50%) of the members of a meeting are required to withdraw from a meeting or part of it, owing to the arrangements agreed for the management of conflicts of interests or potential conflicts of interests, the chair (or deputy) will determine whether or not the discussion can proceed In making this decision the chair will consider whether the meeting is quorate, in accordance with the number and balance of membership set out in the Group's Standing Orders. Where the meeting is not quorate, owing to the absence of certain members, the discussion will be deferred until such time as a quorum can be convened. Where a quorum cannot be convened from the membership of the meeting, owing to the arrangements for managing conflicts of interest or potential conflicts of interests, the chair of the meeting shall consult with the Audit and Risk Committee on the action to be taken This may include: a) requiring another of the Group's committees or sub-committees, the Governing Body or the Governing Body's committees or subcommittees (as appropriate) which can be quorate to progress the item of business, or if this is not possible, b) inviting on a temporary basis one or more of the following to make up the quorum (where these are permitted members of the Governing Body or committee/sub-committee in question) so that the Group can progress the item of business: i) a Member of the Group who is an individual; ii) iii) iv) an individual appointed by a Member to act on its behalf in the dealings between it and the Group; a member of a relevant Health and Wellbeing Board; a member of a Governing Body of another Clinical Commissioning Group. These arrangements must be recorded in the minutes In any transaction undertaken in support of the Group's exercise of its commissioning functions (including conversations between two or more NHS North West Surrey Clinical Commissioning Group s Constitution

61 individuals, s, correspondence and other communications), individuals must ensure, where they are aware of an interest, that they conform to the arrangements confirmed for the management of that interest. Where an individual has not had confirmation of arrangements for managing the interest, they must declare their interest at the earliest possible opportunity in the course of that transaction, and declare that interest as soon as possible thereafter. The individual must also inform either their line manager (in the case of employees) or the Audit and Risk Committee of the transaction The Audit and Risk Committee will take such steps as deemed appropriate, and request information deemed appropriate from individuals, to ensure that all conflicts of interest and potential conflicts of interest are declared The Group will have regard to the Department of Health Code of Conduct: Managing conflicts of interest where GP practices are potential providers of CCG-commissioned services as amended from time to time Managing Conflicts of Interest: contractors and people who provide services to the Group Anyone seeking information in relation to a procurement, or participating in a procurement, or otherwise engaging with the Group in relation to the potential provision of services or facilities to the Group, will be required to make a declaration of any relevant conflict/potential conflict of interest Anyone contracted to provide services or facilities directly to the Group will be subject to the same provisions of this Constitution in relation to managing conflicts of interests. This requirement will be set out in the contract for their services Transparency in Procuring Services The Group recognises the importance in making decisions about the services it procures in a way that does not call into question the motives behind the procurement decision that has been made. The Group will procure services in a manner that is open, transparent, non-discriminatory and fair to all potential providers The Group will publish a Procurement Strategy approved by its Governing Body which will ensure that: a) all relevant clinicians (not just Members of the Group) and potential providers, together with local members of the public, are engaged in the decision-making processes used to procure services; b) service redesign and procurement processes are conducted in an open, transparent, non-discriminatory and fair way NHS North West Surrey Clinical Commissioning Group s Constitution

62 Copies of this Procurement Strategy will be available on the Group s website at Alternatively, interested persons will be able to obtain a hard copy upon application to the Group s headquarters at 58 Church Street, Weybridge, Surrey, KT13 8DP. 9. THE GROUP AS EMPLOYER 9.1. The Group recognises that its most valuable asset is its people. It will seek to enhance their skills and experience and is committed to their development in all ways relevant to the work of the Group The Group will seek to set an example of best practice as an employer and is committed to offering all staff equality of opportunity. It will ensure that its employment practices are designed to promote diversity and to treat all individuals equally The Group will ensure that it employs suitably qualified and experienced staff who will discharge their responsibilities in accordance with the high standards expected of staff employed by the Group and the Group will ensure that it appropriately monitors and manages staff performance, to this end. All staff will be made aware of this Constitution, the commissioning strategy and the relevant internal management and control systems which relate to their field of work The Group will maintain and publish policies and procedures (as appropriate) on the recruitment and remuneration of staff to ensure it can recruit, retain and develop staff of an appropriate calibre. The Group will also maintain and publish policies on all aspects of human resources management, including grievance and disciplinary matters 9.5. The Group will ensure that its rules for recruitment and management of staff provide for the appointment and advancement on merit on the basis of equal opportunity for all applicants and staff The Group will ensure that staff behaviour reflects the values, aims and principles set out above The Group will ensure that it complies with all aspects of employment law The Group will ensure that its staff have access to such expert advice and training opportunities as they may require in order to exercise their responsibilities effectively The Group will adopt a Code of Conduct for staff and will maintain and promote effective 'whistleblowing' procedures to ensure that concerned staff have means through which their concerns can be voiced. NHS North West Surrey Clinical Commissioning Group s Constitution

63 9.10. Copies of this Code of Conduct, together with the other policies and procedures outlined in this chapter, will be available on the Group s website at Alternatively, interested persons will be able to obtain a hard copy upon application to the Group s headquarters at 58 Church Street, Weybridge, Surrey, KT13 8DP. 10. TRANSPARENCY, WAYS OF WORKING AND STANDING ORDERS General The Group will publish annually a commissioning plan and an annual report, presenting the Group s annual report to a public meeting Key communications issued by the Group, including the notices of procurements, public consultations, Governing Body meeting dates, times, venues, and certain papers will be published on the Group s website at Alternatively, interested persons will be able to obtain a hard copy upon application to the Group s headquarters at 58 Church Street, Weybridge, Surrey, KT13 8DP The Group may use other means of communication, including circulating information by post, or making information available in venues or services accessible to the public Standing Orders This Constitution is also informed by a number of documents which provide further details on how the Group will operate. They are the Group s: a) Standing orders (Appendix C) which sets out the arrangements for meetings and the appointment processes to elect the Group s representatives and appoint to the Group s committees, including the Governing Body; b) Scheme of Reservation and Delegation (Appendix D) which sets out those decisions that are reserved for the membership as a whole and those decisions that are the responsibilities of the Governing Body, the Governing Body s committees and sub-committees, the Group s committees and sub-committees, individual Members and employees; c) Prime financial policies (Appendix E) which sets out the arrangements for managing the Group s financial affairs. NHS North West Surrey Clinical Commissioning Group s Constitution

64 APPENDIX A DEFINITIONS OF KEY DESCRIPTIONS USED IN THIS CONSTITUTION 2006 Act National Health Service Act Act Health and Social Care Act 2012 (this Act amends the 2006 Act) Area Audit and Risk Committee Business Day Chair Chief Finance Officer Chief Officer the geographical area that the Group has responsibility for, as defined in Chapter 2 of this Constitution a committee of the Governing Body set up in accordance with paragraph 6.9.5(a) 9.00am to 5.00pm on a day (other than a Saturday or Sunday) on which clearing banks in the City of London are open for the transaction of normal sterling banking business the individual appointed by the Group to act as Chair of the Governing Body the qualified accountant employed by the Group who has the expertise or experience to lead the financial management of the Group, and who has responsibility for financial strategy, financial management and financial governance and who shall, unless determined otherwise by the Governing Body, be known as the "Director of Finance & Performance" means the individual appointed as accountable officer (where the accountable officer role is undertaken by the Group's most senior manager), as defined under paragraph 12 of Schedule 1A of the 2006 Act (as inserted by Schedule 2 of the 2012 Act), appointed by NHS England, with responsibility for ensuring the Group: complies with its obligations under: o sections 14Q and 14R of the 2006 Act (as inserted by section 26 of the 2012 Act), o sections 223H to 223J of the 2006 Act (as inserted by section 27 of the 2012 Act), o paragraphs 17 to 19 of Schedule 1A of the NHS Act 2006 (as inserted by Schedule 2 of the 2012 Act), and NHS North West Surrey Clinical Commissioning Group s Constitution

65 o any other provision of the 2006 Act (as amended by the 2012 Act) specified in a document published by the Board for that purpose; exercises its functions in a way which provides good value for money Clinical Commissioning Group Clinical Executive Clinical Programme Leads Constitution Corporate Clinical Chiefs Council of Members' Meeting Deputy Chair Financial Year GP GP Forum a body corporate established by NHS England in accordance with Chapter A2 of Part 2 of the 2006 Act (as inserted by section 10 of the 2012 Act) a committee of the Governing Body set out in accordance with paragraph 6.9.5(d) an individual appointed by the Group to be responsible for a distinct clinical programme this constitution as amended from time to time in accordance with its terms persons who work in partnership with the Chief Officer and Governing Body members to bring a clinical perspective into the corporate management of the Group any meeting of the Practice Leads called in accordance with the process set out in paragraph 3.1 of Appendix C the individual appointed by the Group to act as deputy chair of the Governing Body as further described in paragraph 7.5 this usually runs from 1 April to 31 March, but under paragraph 17 of Schedule 1A of the 2006 Act (inserted by Schedule 2 of the 2012 Act), it can for the purposes of audit and accounts run from when the Group is established until the following 31 March a medical practitioner whose name is included in the General Practice Register kept by the General Medical Council who is either a Member or engaged by a Member of the Group a forum for GPs set up in accordance with paragraph 1 of Annex 2B of Appendix C, the purpose of which is as described therein NHS North West Surrey Clinical Commissioning Group s Constitution

66 Governing Body the body appointed under section 14L of the NHS Act 2006 (as inserted by section 25 of the 2012 Act), and comprised as set out in paragraph 6.6, with the main function of ensuring that the Group has made appropriate arrangements for ensuring that it complies with: its obligations under section 14Q under the NHS Act 2006 (as inserted by section 26 of the 2012 Act), and such generally accepted principles of good governance as are relevant to it Group Healthcare Professional Independent Members Lay Member NHS North West Surrey Clinical Commissioning Group, whose Constitution this is an individual who is a member of a profession regulated by a body mentioned in section 25(3) of the National Health Service Reform and Healthcare Professions Act 2002 those members of the Governing Body that are independent of the Members and which shall comprise of two (2) Lay Members, one secondary care specialist doctor and a registered nurse a lay member of the Governing Body, appointed by the Group. A lay member is an individual who is not a member of the Group or a Healthcare Professional or an individual of the description set out in Schedule 4 to the Regulations Locality a sub-divided area of the Area as set out in paragraph 1 of Annex 2A of Appendix C Locality Clinical Director Locality Lead Locality Meetings Locality Patient Reference Group Locality Team the Locality Lead with a dual role within the Locality as described in paragraph 3.3 of Annex 2A to Appendix C a person elected by the Members in accordance with paragraph 4 of Annex 2A to Appendix C meetings held by a Locality in accordance with paragraph 8.1 of Annex 2A to Appendix C a group of patients representing the interests of patients of Members within a Locality set up in accordance with paragraph 5.2 of Annex 2A of Appendix C the group comprised of the members as set out in NHS North West Surrey Clinical Commissioning Group s Constitution

67 paragraph 7 of Annex 2A of Appendix C who represent the interests of the Members and the patients of the Locality Local Medical Committee Member Operational Leadership Team Ordinary Resolution Patient and Public Engagement Forum Patient Participation Group Patient Representative Practice Leads a committee formed under section 97 of the 2006 Act to represent the interests of GPs in their role as providers of primary medical services a provider of primary medical services to a registered patient list during core hours that meets the requirements of the Regulations, who is a member of this Group (see tables in Chapter 3 and Appendix B) the operational leadership team of the Group as set out in paragraph 6.9.5(e) a resolution of the Members passed by a simple majority of the votes cast by those Members attending (by their Practice Leads or by proxy) at a Council of Members' Meeting or by the execution of a written resolution by Members holding at least a simple majority of the total voting rights of all the Members a Group wide patient and public engagement forum, comprising of Patient Representatives from each Locality Patient Reference Group, representatives from the local voluntary sector, patient representative organisations and the local HealthWatch a group of patients representing the interests of patients of each Member set up in accordance with paragraph 5 of Annex 2A of Appendix C a person elected, nominated or appointed in accordance with paragraph 5 of Annex 2A of Appendix C to represent a Locality Patient Reference Group on the Patient and Public Engagement Forum and to be a member of the Locality Team an individual appointed by a practice (who is a Member of the Group) to act on its behalf in the dealings between it and the Group, under regulations made under section 89 or 94 of the 2006 Act (as amended by section 28 of the 2012 Act) or directions under section 98A of the 2006 Act (as inserted by section 49 of the 2012 Act). For the NHS North West Surrey Clinical Commissioning Group s Constitution

68 avoidance of doubt, the Practice Lead fulfils the role of Practice Representative as specified in their practices GMS, PMS or APMS contract Practice Manager Forum Practice Manager Lead Practice Nurse Forum Practice Nurse Lead Prime Financial Policies Quality Committee Registers of Interests a forum for practice managers set up in accordance with paragraph 2(a) of Annex 2B of Appendix C, the purpose of which is as described therein a practice manager elected as practice manager lead on behalf of a Locality in accordance with paragraph 6 of Annex 2A to Appendix C to represent the interests of practice managers within a Locality a forum for practice nurses set up in accordance with paragraph 3(a) of Annex 2B of Appendix C, the purpose of which is as described therein a practice nurse elected as practice nurse lead on behalf of the Locality in accordance with paragraph 6 of Annex 2A of Appendix C to represent the interests of practice nurses within a Locality the prime financial policies of the Group from time to time set out in Appendix E of this Constitution a quality and performance committee of the Governing Body set up in accordance with paragraph 6.9.5(c) registers a Group is required to maintain and make publicly available under section 14O of the 2006 Act (as inserted by section 25 of the 2012 Act), of the interests of: the Members of the Group; the members of its Governing Body; the members of its committees or sub-committees and committees or sub-committees of its Governing Body; and its employees Regulations Remuneration and Nominations Committee Scheme of The National Health Service (Clinical Commissioning Groups) Regulations 2012 a committee of the Governing Body set up in accordance with paragraph 6.9.5(b) the scheme of reservation and delegation of the Group as NHS North West Surrey Clinical Commissioning Group s Constitution

69 Reservation and Delegation Secretary Special Resolution Standing Orders amended from time to time and set out in Appendix D of this Constitution the person appointed to conduct activities as described in the Standing Orders for which the Secretary is identified as being responsible a resolution of the Members passed by at least seventyfive percent (75%) of the votes cast by those Members attending (by their Practice Lead or by proxy) at a Council of Members' Meeting or by the execution of a written resolution by Members holding at least seventy-five per cent (75%) of the votes of all the Members the standing orders of the Group as amended from time to time and set out in Appendix C NHS North West Surrey Clinical Commissioning Group s Constitution

70 APPENDIX B - LIST OF MEMBER PRACTICES Practice Name Address Practice Lead's Signature & Date Signed Stanwell Ashford Staines Shepperton Egham ("SASSE") Locality Orchard Surgery Fordbridge Medical Centre Knowle Green Medical Shepperton Medical Practice St Davids Medical Centre Staines and Thameside Staines Health Group Stanwell Road The Hythe The Grove Medical Centre Studholme Medical Centre Upper Halliford Medical Centre 107 Feltham Hill Road, Ashford, Middlesex TW15 1HH 4 Fordbridge Road, Ashford, Middlesex TW15 2SG Knowle Green Surgery, Knowle Green, Staines, Middlesex TW18 1XD Shepperton Court Drive, Laleham Road, Shepperton, Middlesex TW17 3EJ Hadrian Way, Stanwell, Middlesex TW19 7HT 5 Chertsey Lane, Staines, Middlesex TW18 3JH Knowle Green, Staines, Middlesex TW18 1XD 95 Stanwell Road, Ashford, Middlesex TW15 3EA Rochester Road, Egham, Surrey TW18 3HN Church Road, Egham, Surrey TW20 9QJ 50 Church Road, Ashford, Middlesex TW15 2TU 270 Upper Halliford Road, Shepperton, Middlesex TW17 8EJ Thames Medical Locality NHS North West Surrey Clinical Commissioning Group s Constitution

71 Practice Name Ashford Health Centre Ashley Medical Practice Church Street Practice Fort House Surgery Ottershaw Surgery Packers Sunbury Health Centre The Abbey Practice The Bridge Practice The Crouch Oak Practice Dr Nguyen The Hersham Surgery Dr Lewis Dr Sillick & Partners Dr de Sousa & Partners Address Ashford Hospital, London Road, Ashford, Middlesex TW15 3FE 1A Crutchfield Lane, Walton-on- Thames, Surrey KT12 2QY Weybridge Primary Care Centre, Church Street, Weybridge, KT13 8DW 32 Hersham Road, Walton-on- Thames, Surrey KT12 1JX 3 Bousley Rise, Ottershaw, Surrey KT16 0JX Christchurch Road, Virginia Water, Surrey GU25 4RL Green Street, Sunbury-on- Thames, Middlesex TW16 6RH Chertsey Health Centre, Stepgates, Chertsey, Surrey KT16 8HZ Chertsey Health Centre, Stepgates, Chertsey, Surrey KT16 8HZ 45 Station Road, Addlestone, Surrey KT15 2BH Yellow Practice, Walton Health Centre, Rodney Road, Waltonon-Thames, Surrey KT12 3LB The Surgery, Pleasant Place, Hersham, Surrey KT12 4HT White Practice, Walton Health Centre, Rodney Road, Waltonon-Thames, Surrey KT12 3LB Red Practice, Walton Health Centre, Rodney Road, Waltonon-Thames, Surrey KT12 3LB Weybridge Primary Care Centre, Church Street, Weybridge, KT13 8DW Practice Lead's Signature & Date Signed NHS North West Surrey Clinical Commissioning Group s Constitution

72 Practice Name Woking Locality Greenfields Surgery Chobham and West End Medical Practice College Road Surgery Heathcot Medical Practice Hillview Medical Centre Maybury Surgery Parishes Bridge Medical Practice Pirbright Surgery Sheerwater Health Centre Southview Surgery St John s Health Centre Sunny Meed Surgery Dr Lynch & Partners Wey Family Practice Goldsworth Medical Practice Address 177 High Street, Old Woking, Surrey GU22 9JH Chobham & West End Medical Practice, The Surgery, 16 Windsor Road, Chobham, Surrey GU24 8NA The Practice, 4-6 College Road, Woking, Surrey GU22 8BT Heathcot Medical Practice, York House Medical Centre, Woking, Surrey GU22 7XL Hillview Medical Centre, Heathside Road, Woking, Surrey GU22 7QP Maybury Surgery, Alpha Road, Woking, Surrey GU22 8HF West Byfleet Health Centre, Madeira Road, West Byfleet, Surrey KT14 6DH The Old Vicarage, The Green, Pirbright, Surrey GU24 0JE Devonshire Avenue, Sheerwater, Woking, Surrey GU21 5QJ Guildford Road, Woking, Surrey, GU22 7RR Hermitage Road, St. John s, Woking, Surrey GU21 8TD 15/17 Heathside Road, Woking, Surrey GU22 7EY West Byfleet Health Centre, Madeira Road, West Byfleet, Surrey KT14 6DH West Byfleet Health Centre, Madeira Road, West Byfleet, Surrey KT14 6DH Goldsworth Medical Practice, Heathside Road, Woking, Surrey GU22 7XL Practice Lead's Signature & Date Signed NHS North West Surrey Clinical Commissioning Group s Constitution

73 APPENDIX C STANDING ORDERS 1. STATUTORY FRAMEWORK AND STATUS 1.1. Introduction These Standing Orders have been drawn up to regulate the proceedings of the NHS North West Surrey Clinical Commissioning Group so that the Group can fulfil its obligations, as set out largely in the 2006 Act, as amended by the 2012 Act and related regulations. They are effective from the date the Group is established The Standing Orders, together with the Group s Scheme of Reservation and Delegation and the Group s Prime Financial Policies, provide a procedural framework within which the Group discharges its business. They set out: a) the arrangements for conducting the business of the Group; b) the appointment of Member Practice Leads; c) the procedure to be followed at meetings of the Group, the Governing Body and any committees or sub-committees of the Group or the Governing Body; d) the process to delegate powers, and e) the declaration of interests and standards of conduct. These arrangements must comply, and be consistent where applicable, with requirements set out in the 2006 Act (as amended by the 2012 Act) and related regulations and take account as appropriate of any relevant guidance The Standing Orders, Scheme of Reservation and Delegation and Prime Financial Policies have effect as if incorporated into the Group s Constitution. Group Members, employees, members of the Governing Body, members of the Governing Body s committees and subcommittees, members of the Group s committees and sub-committees and persons working on behalf of the Group should be aware of the existence of these documents and, where necessary, be familiar with their detailed provisions. Failure to comply with the Standing Orders, Scheme of Reservation and Delegation and Prime Financial Policies may be regarded as a disciplinary matter that could result in dismissal Schedule of matters reserved to the Group and the Scheme of Reservation and Delegation NHS North West Surrey Clinical Commissioning Group s Constitution

74 The 2006 Act (as amended by the 2012 Act) provides the Group with powers to delegate the Group s functions and those of the Governing Body to certain bodies (such as committees) and certain persons. The Group has decided that certain decisions may only be exercised by the Group in formal session. These decisions and also those delegated are contained in the Group s Scheme of Reservation and Delegation (see Appendix D). 2. THE GROUP: COMPOSITION OF MEMBERSHIP, KEY ROLES AND APPOINTMENT PROCESS 2.1. Composition of membership Chapter 3 of the Group s Constitution provides details of the membership of the Group (also see Appendix B) Chapter 6 of the Group s Constitution provides details of the governing structure used in the Group s decision-making processes, whilst Chapter 7 of the Constitution outlines certain key roles and responsibilities within the Group and its Governing Body, including the role of Practice Leads (section 7.1 of the Constitution) Key Roles Paragraph of the Group s Constitution sets out the composition of the Governing Body whilst Chapter 7 of the Group s Constitution identifies certain key roles and responsibilities within the Group and its Governing Body. These Standing Orders set out how the Group appoints individuals to these key roles The Chair, as listed in paragraph 6.6.2(a) of the Group s Constitution, is subject to the following appointment process: a) Nominations Interested candidates may apply for the role, demonstrating how they meet the essential requirements of the person specification and how they would undertake the role. A panel consisting of the Remuneration and Nominations Committee and any others deemed appropriate may assess the candidates' suitability for the role of Chair by holding screening interviews and produce a shortlist of suitable candidates for the role; b) Eligibility the Chair must: i) be a Locality Lead, but not hold the office of Locality Clinical Director; ii) iii) have passed any nationally mandated assessment process for Clinical Commissioning Group chairs; subject to paragraph , be a GP; and NHS North West Surrey Clinical Commissioning Group s Constitution

75 iv) not be an individual of the description set out in paragraph below; c) Appointment process Election process for all short listed candidates, with election by all Members of the Group passing an Ordinary Resolution at a Council of Members' Meeting; d) Term of Office The Chair may hold office for a period of up to three (3) years; e) Eligibility for reappointment The Chair shall be eligible for reappointment at the end of his/her term but may not serve more than three (3) consecutive terms or nine (9) years whichever is the lesser; f) Grounds for removal from office The Chair shall cease to hold office if: i) he/she ceases to meet the eligibility criteria set out in subparagraph 2.2.2(b) (Eligibility) above; and/or ii) if any of the grounds set out in paragraph below apply; g) Notice Period - The Chair shall give three (3) months' notice in writing to the Governing Body of his/her resignation from office at any time during his/her terms of office The Locality Leads as listed in paragraph 6.9.2(b) of the Group's Constitution are elected by the Members in each Locality in accordance with paragraph 4 of Annex 2A of this Appendix C The Lay Members as listed in paragraph 6.9.2(c) of the Constitution are subject to the following appointment process: a) Nominations not applicable; b) Eligibility : i) a Lay Member must be an individual who is not: a Member of the Group; a practising Healthcare Professional; an individual of the description set out in Schedule 4 to the Regulations; NHS North West Surrey Clinical Commissioning Group s Constitution

76 an individual of the description set out in paragraph below; ii) iii) the Lay Member who is to lead on audit, remuneration and conflict of interest matters must have qualifications, expertise or experience such as to enable the person to express informed views about financial management and audit matters; and the Lay Member who is to lead on patient and public participation matters must be a person who has knowledge about the Area such as to enable the person to express informed views about the discharge of the Group's functions, but they do not have to live in the immediate catchment area. c) Appointment process Open advert. Selection against competencies based on current national guidance on NHS England 's website by the Governing Body; d) Term of Office A Lay Member may hold office for a period of up to three (3) years; e) Eligibility for reappointment A Lay Member shall be eligible for reappointment at the end of his term but may not serve more than three (3) consecutive terms or nine (9) years whichever is the lesser; f) Grounds for removal from office A Lay Member shall cease to hold office if: i) he/she ceases to meet the eligibility criteria set out in subparagraph 2.2.4(b) (Eligibility) above; and/or ii) if any of the grounds set out in paragraph below apply; g) Notice Period - A Lay Member shall give three (3) months' notice in writing to the Governing Body of his/her resignation from office at any time during his/her term of office The registered nurse as listed in paragraph 6.9.2(d) of the Group's Constitution is subject to the following appointment process: a) Nominations not applicable; b) Eligibility the registered nurse must: i) be a current registered nurse, other than one who is an employee or member (including shareholder) of, or a partner in, any of the following: NHS North West Surrey Clinical Commissioning Group s Constitution

77 a person who is a provider of primary medical services for the purposes of Chapter A2 of the 2006 Act; a body which provides any relevant service to a person for whom the Group has responsibility as provided for in the subsection (1A), and regulations made under subsections (1B) and (1D) of section 3 of the 2006 Act; ii) not be an individual of the description set out in paragraph below; and iii) have no conflicts of interest as defined by national guidance on NHS England website; c) Appointment process Open advert. Selection against competencies based on current national guidance on the National Commissioning Board website by the Governing Body; d) Term of Office A registered nurse may hold office for a period of up to three (3) years; e) Eligibility for reappointment A registered nurse shall be eligible for re-appointment at the end of his/her term but may not serve more than three (3) consecutive terms or nine (9) years whichever is the lesser; f) Grounds for removal from office A registered nurse shall cease to hold office if: i) he/she ceases to meet the eligibility criteria set out in subparagraph 2.2.5(b) (Eligibility) above; and/or ii) if any of the grounds set out in paragraph below apply; g) Notice Period - A registered nurse shall give three (3) months' notice in writing to the Governing Body of his/her resignation from office at any time during his/her term of office The secondary care specialist doctor as listed in paragraph 6.9.2(e) of the Group's Constitution is subject to the following appointment process: a) Nominations not applicable; b) Eligibility the secondary care specialist doctor must: i) be a registered medical practitioner who is, or has been at any time in the period of ten (10) years ending with the date of the NHS North West Surrey Clinical Commissioning Group s Constitution

78 individual's appointment to the Governing Body, an individual who fulfils (or fulfilled) all the following conditions: the individual's name is included in the Specialist Register kept by the General Medical Council under section 34D of the Medical Act 1983, or the individual is eligible to be included in that Register by virtue of the scheme referred to in subsection (2)(b) of that section; the individual holds a post as an NHS consultant (as defined in section 55(1) of the Medical Act 1983) or in a medical speciality in the armed forces (meaning the naval, military, or air forces of the Crown, and includes the reserve forces within the meaning of section 1(2) of the Reserve Forces Act 1996 (power to maintain reserve forces); the individual's name is not included in the General Practitioner Register kept by the General Medical Council under section 34C of the Medical Act 1983 ii) not be an employee or member (including shareholder) of, or a partner in, any of the following: a person who is a provider of primary medical services for the purposes of Chapter A2 of the 2006 Act; a body which provides any Relevant Service to a person for whom the Group has responsibility as provided for in the subsection (1A), and regulations made under subsections (1B) and (1D) of section 3 of the 2006 Act iii) not be an individual of the description set out in paragraph below; and iv) have no conflicts of interest as defined by national guidance on NHS England website; c) Appointment process Open advert. Selection against competencies based on current national guidance from NHS England by the Governing Body; d) Term of Office A secondary care specialist doctor may hold office for a period of up to three (3) years; e) Eligibility for reappointment A secondary care specialist doctor shall be eligible for re-appointment at the end of his term but may not serve more than three (3) consecutive terms or nine (9) years whichever is the lesser; NHS North West Surrey Clinical Commissioning Group s Constitution

79 f) Grounds for removal from office A secondary care specialist doctor shall cease to hold office if: i) he ceases to meet the eligibility criteria set out in sub-paragraph 2.2.6(b) (Eligibility) above; and/or ii) if any of the grounds set out in paragraph below apply; g) Notice Period - A secondary care specialist doctor shall give three (3) months' notice in writing to the Governing Body of his/her resignation from office at any time during his/her term of office The Chief Officer as listed in paragraph 6.9.2(f) of the Group s Constitution, is subject to the following appointment process: a) Nominations subject to (d) below, not applicable; b) Eligibility The Chief Officer must: i) either be: an individual who is a Member of the Group or of anybody that is a Member of the Group or, in the case of a joint appointment, an individual who is a member of any of the Clinical Commissioning Groups in question or of anybody that is a member of any of those Clinical Commissioning Groups; or an employee of the Group or of any Member of the Group or, in the case of a joint appointment, an employee of any of the Clinical Commissioning Groups in question or of any member of those Clinical Commissioning Groups; ii) not be an individual of the description set out in paragraph below; and iii) have passed any nationally mandated assessment process. c) Appointment process The Chief Officer shall be appointed by NHS England. d) Term of office unless the Group determines otherwise from time to time this shall be a substantive appointment; e) Eligibility for reappointment subject to (d) above, not applicable; NHS North West Surrey Clinical Commissioning Group s Constitution

80 f) Grounds for removal from office subject to (d) above, in accordance with his/her contract of employment; g) Notice period subject to (d) above, in accordance with his/her contract of employment The Chief Finance Officer as listed in paragraph 6.9.2(g) of the Group's Constitution is subject to the following appointment process: a) Nominations not applicable; b) Eligibility The Chief Finance Officer must: i) not be the Group's Chief Officer; ii) hold a qualification of one of the individual CCAB bodies or CIMA; iii) not be an individual of the description set out in paragraph below; and iv) have passed any nationally mandated assessment process. c) Appointment process Appointments, to be made by the Governing Body, shall be via open advert and selection against competencies based on current national guidance by NHS England. d) Term of Office Substantive appointment e) Eligibility for reappointment not applicable f) Grounds for removal from office in accordance with his/her contract of employment terms. g) Notice Period - in accordance with his/her contract of employment terms The Deputy Chair, as listed in paragraph 7.5 of the Constitution, is subject to the following appointment process: a) Nominations not applicable; b) Eligibility the Deputy Chair must: i) be one of the Lay Members where the Chair is a GP or other Healthcare Professional. NHS North West Surrey Clinical Commissioning Group s Constitution

81 ii) not be an individual of the description set out in paragraph below; c) Appointment process selection based on eligibility and against competencies based on current national guidance from NHS England by the Governing Body; d) Term of Office The Deputy Chair may hold office for a period of up to three (3) years; e) Eligibility for reappointment The Deputy Chair shall be eligible for re-appointment at the end of his/her term but may not serve more than three (3) consecutive terms or nine (9) whichever is the lesser; f) Grounds for removal from office The Deputy Chair shall cease to hold office if: i) he/she ceases to meet the eligibility criteria set out in subparagraph 2.2.9(b) (Eligibility) above; and/or ii) if any of the grounds set out in paragraph below apply; g) Notice Period - The Deputy Chair shall give three (3) months' notice in writing to the Governing Body of his/her resignation from office at any time during his/her terms of office Practice Leads as referred to in paragraph 7.1 of the Constitution are subject to the following appointment process; a) each Member shall appoint one (1) Practice Lead who is either a GP or Healthcare Professional of the practice that appoints it. The name of the Practice Lead must be submitted to the relevant Locality Clinical Director; b) each Member may permanently remove and replace their Practice Lead at any time, by notice in writing to the Locality Clinical Director; c) for the avoidance of doubt, the Governing Body shall be entitled to treat any Practice Lead as having continuing authority given to him/her until it is notified in writing of the removal of that Practice Lead in accordance with Paragraph (b) and any provision of this Constitution that requires delivery or notification to a Member shall be deemed to have been satisfied if delivery or notification is made to or served on the relevant Practice Lead A member of the Governing Body shall not be eligible to become or continue in office as a member of the Governing Body if he/she: NHS North West Surrey Clinical Commissioning Group s Constitution

82 a) is a Member of Parliament, Member of the European Parliament or member of the London Assembly; b) is a member of a local authority in England and Wales or of an equivalent body in Scotland or Northern Ireland; c) is an individual who, by arrangement with the Group, provides it with any service or facility in order to support the Group in discharging its commissioning functions (being the functions of the Group in arranging for the provision of services as part of the health service), or an employee or member (including shareholder) of, or a partner in, a body which does. For the avoidance of doubt, the services and facilities referred to in this paragraph do not include services commissioned by the Group in the exercise of its commissioning functions; d) is a person who, within the period of five (5) years immediately preceding the date of the proposed appointment, has been convicted- i) in the United Kingdom of any offence, or ii) outside the United Kingdom of an offence which, if committed in any part of the United Kingdom, would constitute a criminal offence in that part, and, in either case, the final outcome of the proceedings was a sentence of imprisonment (whether suspended or not) for a period of not less than three (3) months without the option of a fine; e) is a person who is subject to a bankruptcy restrictions order or an interim bankruptcy restrictions order under Schedule 4A to the Insolvency Act 1986, sections 56A to 56K of the Bankruptcy (Scotland) Act 1985 or Schedule 2A to the Insolvency (Northern Ireland) Order 1989 (which relate to bankruptcy restrictions orders and undertakings); f) is a person who, has been dismissed within the period of five (5) years immediately preceding the date of the proposed appointment, otherwise than because of redundancy, from paid employment by any of the bodies referred to in Regulation 6(1) of Schedule 5 to the Regulations. For the purposes of this paragraph (f), a person is not to be treated as having been in paid employment if any of the criteria in Regulation 6(2) of Schedule 5 to the Regulations apply. g) is a GP or other Healthcare Professional or other professional person who has at any time been subject to an investigation or proceedings, by any body which regulates or licenses the profession concerned NHS North West Surrey Clinical Commissioning Group s Constitution

83 (the "regulatory body"), in connection with the person's fitness to practise or alleged fraud, the final outcome of which was: i) the person's suspension from a register held by the regulatory body, where that suspension has not been terminated; ii) iii) iv) the person's erasure from such a register, where the person has not been restored to the register; a decision by the regulatory body which had the effect of preventing the person from practising the profession in question, where that decision has not been superseded; or a decision by the regulatory body which had the effect of imposing conditions on the person's practice of the profession in question, where those conditions have not been lifted; h) is subject to: i) a disqualification order or disqualification undertaking under the Company Directors Disqualification Act 1986 or the Company Directors Disqualification (Northern Ireland) Order 2002; ii) an order made under section 429(2) of the Insolvency Act 1986 (disabilities on revocation of administration order against an individual); i) has at any time been removed from the office of charity trustee for a charity or trustee for a charity by an order made by the Charity Commissioners for England and Wales, the Charity Commission, the Charity Commission for Northern Ireland or the High Court, on the grounds of misconduct or mismanagement in the administration of the charity for which the person was responsible, to which the person was privy, or which the person by their conduct contributed to or facilitated; j) has at any time been removed, or is suspended, from the management or control of any body under: i) section 7 of the Law Reform (Miscellaneous Provisions) (Scotland) Act 1990 (powers of the Court of Session to deal with management of charities), ii) section 34(5)(e) or (ea) of the Charities and Trustee Investment (Scotland) Act 2005 (powers of Court of Session to deal with the management of charities), k) is not eligible to work in the British Islands; NHS North West Surrey Clinical Commissioning Group s Constitution

84 l) has for a period of five (5) consecutive meetings of the Governing Body been absent and a simple majority of the Governing Body requires that he/she be vacated from his/her office; m) in the reasonable opinion of the Governing Body (having taken appropriate professional advice in cases where it is deemed necessary) becomes or is deemed to have developed mental or physical illness which prohibits or inhibits his/her ability to undertake his/her role; or n) shall have behaved in a manner or exhibited conduct which in the opinion of the Governing Body has or is likely to be detrimental to the honour and interest of the Governing Body or the Group and is likely to bring the Governing Body and/or the Group into disrepute. This includes but is not limited to dishonesty, misrepresentation (either knowingly or fraudulently), defamation of any member of the Governing Body (being slander or libel), abuse of position, non declaration of a known conflict of interest, seeking to lead or manipulate a decision of the Governing Body in a manner that would ultimately be in favour of that member whether financially or otherwise The roles and responsibilities of each of these key roles are set out either in paragraph or Chapter 7 of the Group s Constitution Having regard to the Group's intention to always appoint into those of its Governing body member roles which require Group election, those persons that it considers are the most suitably qualified and experienced persons for the role, the Group shall be entitled (save to the extent required otherwise by law or where such action would result in the composition of the Governing Body no longer having a clinical majority) from time to time and by passing a Special Resolution to dis-apply any particular qualification or limitation referred to in this constitution in respect of any such election For the avoidance of doubt, those members of the Governing Body who are appointed pursuant to an election process by the Members of the Group may also be removed from the Governing Body by the Members of the Group passing a Special Resolution in accordance with paragraph 3.7A of this Appendix C Without in any way delegating its responsibilities in respect of the same, the Group shall be entitled, from time to time, to request that the Local Medical Committee observe and oversee its election processes in respect of those members of the Governing Body that are appointed by such election processes. NHS North West Surrey Clinical Commissioning Group s Constitution

85 3. MEETINGS OF THE GROUP 3.1. Calling Council of Members' Meetings Ordinary meetings of the Group shall be held at regular intervals at such times and places as the Group may determine but not less than twice each year The Chair or one third of the total number of Members can call a special meeting of the Council of Members' Meeting by giving all Members at least twenty-one (21) days notice Planned ordinary meeting dates of the Council of Members' Meetings will be notified to Members at least annually. Planned meeting dates will be published on the group s website at and a hard copy posted at the Group's headquarters Not later than three (3) days prior to an ordinary meeting of the Council of Members, notice of any business to be transacted and any resolutions to be passed shall be published at the offices of the Group and on the Group's website Agenda, supporting papers and business to be transacted Items of business to be transacted for inclusion on the agenda of a meeting need to be notified to the Chair at least fifteen (15) Business Days before the meeting takes place. Supporting papers for such items need to be submitted at least seven (7) Business Days before the meeting takes place. The agenda and supporting papers will be circulated to all Members at least five (5) Business Days before the date the meeting will take place Agendas and certain papers for the Council of Members' Meetings including details about meeting dates, times and venues - will be published on the Group s website at Alternatively, interested persons will be able to obtain a hard copy upon application to the Group s headquarters at 58 Church Street, Weybridge, Surrey, KT13 8DP Petitions Where a petition has been received by the Group, the Chair shall include the petition as an item for the agenda of the next meeting of the Governing Body Chair of a meeting The Chair, if present, shall chair Council of Members' Meetings. If the Chair is absent from the meeting, the Deputy Chair, if any and if present, shall preside If the Chair is absent temporarily on the grounds of a declared conflict of interest the Deputy Chair, if present, shall preside. If both the Chair and NHS North West Surrey Clinical Commissioning Group s Constitution

86 Deputy Chair are absent, or are disqualified from participating, or there is neither a chair or deputy, a Practice Lead present at Council of Members' Meeting shall be chosen by the Members present, or by a majority of them, and shall preside Chair's ruling The decision of the Chair on questions of order, relevancy and regularity and their interpretation of the Constitution, Standing Orders, Scheme of Reservation and Delegation and Prime Financial Policies at the meeting, shall be final Quorum Not less than one half (i.e. 50%) of persons entitled to vote upon the business to be transacted, each being a Practice Lead, shall be a quorum for the Council of Members' Meeting Proxies for Practice Leads validly appointed in accordance with paragraph 3.8 below will count towards the quorum If any Practice Lead is disqualified from participating in discussions or decision-making on any matter due to their having declared a conflict of interest, they shall not count towards the quorum for that specific matter. If the quorum as set out in paragraph is not then met for the specific matter, no further discussion or decision-making may take place on that matter If any Member is disqualified from participating in discussion or decisionmaking on any matter due to their having declared a conflict of interest, they shall not count towards the quorum for that specific matter. If the quorum as set out in is not then met for the specific matter, no further discussion or decision-making may take place on that matter For all other of the Group s committees and sub-committees, including the Governing Body s committees and sub-committees, the details of the quorum for these meetings and status of representatives are set out in the appropriate terms of reference 3.7. Decision making Chapter 6 of the Group s Constitution, together with the Scheme of Reservation and Delegation, sets out the governing structure for the exercise of the Group s statutory functions. Generally it is expected that at the Council of Members' Meetings decisions will be reached by consensus. Should this not be possible then a vote of Members will be required At any Council of Members' Meeting a resolution put to the vote of the meeting shall be decided upon a show of hands. NHS North West Surrey Clinical Commissioning Group s Constitution

87 At Council of Members' Meetings resolutions shall be put to the vote by the chair of the meeting and there shall be no requirement for the resolution to be proposed or seconded by any person A declaration by the chair at a Council of Members' Meeting that a resolution has been carried or lost and an entry into the minutes of the meeting shall be conclusive evidence of the fact Subject to paragraph 3.7.5A, on a show of hands, every Practice Lead present in person shall have one vote A Should a Member propose that a particular matter (a "Proportional Voting Matter") should be voted on a proportional voting basis then a two stage voting process will apply. First, to decide whether proportional voting should apply to the Proportional Voting Matter, the voting process referred to in paragraph above shall apply. If the outcome of that vote is that proportional voting should apply, then there will be second vote at which every Practice Lead shall have one vote for every 1000 patients on their practice list Every question which is not the subject of a formal resolution but is nevertheless to be put to the vote at a Council of Members' Meeting shall (subject to paragraph 3.7.5A) be determined by a majority of the votes of those Practice Leads present and voting on the question. In the case of an equal vote, the chair of the meeting shall have an additional and casting vote Should a vote be taken the outcome of the vote, and any dissenting views, must be recorded in the minutes of the meeting For all other of the Group s committees and sub-committees, including the Governing Body s committees and sub-committee, the details of the process for holding a vote are set out in the appropriate terms of reference. 3.7A Special Resolution Matters 3.7.A1 The following matters are considered by the Group to be of such significance that, in place of passing an Ordinary Resolution, they require a Special Resolution to carry a vote: 3.7.A1.1 any change to this Constitution which also requires the approval of the NHS Commissioning Board; 3.7.A1.2 any resolution proposed by a Member to remove any member of the Governing Body. In these circumstances, the Member proposing such resolution must notify the Governing Body not NHS North West Surrey Clinical Commissioning Group s Constitution

88 less than twenty-one (21) days in advance of the next Council of Members Meeting of such proposal, a separate resolution must be proposed in respect of each member of the Governing Body and not more than one such resolution may be voted upon at any Council of Members' Meeting. Where resolutions are proposed in respect of multiple members of the Governing Body, they will be presented, in a phased manner, at successive Council of Members' meetings, in the same order as they are received. The member of the Governing Body that is the subject of such resolution shall be entitled to circulate written representations to any or all Members of the Group before the Council of Members' meeting at which such resolution is to be voted upon and shall also be entitled to address the Members at such meeting, in advance of any such vote. If a vote is carried in respect of such removal, that person shall accept the termination of their appointment on the same period of notice as would have applied had they voluntarily resigned (to afford the Group the opportunity to then elect a replacement); 3.7.A1.3 dis-applying any qualification or limitation otherwise applicable to an applicant for a Governing Body member role, as described in paragraph ; 3.7.A1.4 suspension of any of the Standing Orders at a Council of Members Meeting, as described in paragraph Proxy Notices Proxies for Practice Leads may only validly be appointed by a notice in writing (a "proxy notice") which: a) states the name and address of the Practice Leads appointing the proxy; b) identifies the person appointed to be that Practice Lead's proxy and the Council of Members' Meeting in relation to which that person is appointed; c) is signed by or on behalf of the Practice Lead appointing the proxy, or is authenticated by the relevant Member; and d) is delivered to the Council of Members' Meeting in accordance with this Constitution and any instructions contained in the notice of the Council of Members' Meeting to which they relate. NHS North West Surrey Clinical Commissioning Group s Constitution

89 The Governing Body may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes Proxy notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions Unless a proxy notice indicates otherwise, it must be treated as: a) allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting; and b) appointing that person as a proxy in relation to any adjournment of the Council of Members' Meeting to which it relates as well as the meeting itself An appointment under a proxy notice may be revoked by delivering to the Governing Body a notice in writing given by or on behalf of the Practice Lead by whom or on whose behalf the proxy notice was given A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates If a proxy notice is not executed by the Practice Lead appointing the proxy, it must be accompanied by written evidence of the authority of the person who executed it to execute it on the relevant Member s behalf Resolutions in writing A resolution in writing signed or approved by a sufficient number of Practice Leads that would have been required to pass a resolution had it been voted on at a Council of Members' Meeting shall be as valid and effective as if it had been passed at a Council of Members' Meeting duly convened and held. The resolution may consist of more than one document in the same form each signed or approved by one or more persons Emergency powers and urgent decisions Emergency meetings may be called by the Chair on provision of at least three (3) Business Days notice to Members. Emergency meeting dates will be published on the Group s website at and a hard copy posted at the Group s headquarters The powers which are reserved to the Governing Body may in an emergency or for an urgent decision be exercised by the Chair and the Chief Officer, after consultation with at least one (1) Lay Member and one other Locality Lead. This shall be reported to the next meeting of the Governing Body for ratification. NHS North West Surrey Clinical Commissioning Group s Constitution

90 3.11. Suspension of Standing Orders Except where it would contravene any statutory provision or any direction made by the Secretary of State for Health or NHS England, any part of these Standing Orders may be suspended at any Council of Members' Meeting, subject to the passing, by the Members, of a Special Resolution A decision to suspend Standing Orders together with the reasons for doing so shall be recorded in the minutes of the meeting A separate record of matters discussed during the suspension shall be kept. These records shall be made available to the Governing Body s Audit and Risk Committee for review of the reasonableness of the decision to suspend Standing Orders Record of Attendance The names of all Members of the meeting present at the Council of Members' Meeting shall be recorded in the minutes of the Council of Members' Meetings Minutes The Chair will identify a suitable individual to record the minutes of each Council of Members' Meeting The minutes of each Council of Members' Meeting shall record the names of those in attendance. Where an attendee is present as a representative of a Member or Locality this shall also be recorded The draft minutes of a Council of Members' Meeting shall be submitted at the next meeting for review as to accuracy. Acceptance of the minutes, with any amendments, shall be recorded in the minutes of the Council of Members' Meeting at which they are presented for review Draft minutes will be made available to Members no later than five (5) Business Days after the Council of Members' Meeting to which they relate Where appropriate, approved minutes will be made available to the public by publishing them with the agenda and papers of the meeting to which they relate. Minutes or sections of minutes which are of a confidential nature which would not be disclosed under the Freedom of Information Act will not be made available on the Group's website Admission of public and the press The Annual General Meeting of the Council of Members' Meetings, at which the Group presents the annual report to the public, shall be public. All other Council of Members' Meetings will not normally be held in public unless the Chair determines otherwise having considered the nature of the subject matter of such meeting. Where a Council of Members' Meeting is open to the public, the Chair may resolve that the public be NHS North West Surrey Clinical Commissioning Group s Constitution

91 excluded from the meeting, whether for the whole or part of the proceedings on the grounds that publicity would be prejudicial to the public interest or the interests of the Group by reason of the confidential nature of the business to be transacted or for other special reasons stated in the resolution and arising from the nature of the business to be transacted or the proceedings Discussions and decision-making following exclusion of the public and representatives of the press shall be minuted in accordance with section 3.15, except that such minutes shall be treated in accordance with the confidential nature of the business Where the public and representatives of the press are excluded, Members, employees and other persons remaining present at the Council of Members' Meeting are required not to disclose confidential information from papers, minutes or discussions outside of the Group, without the express permission of the Governing Body. 4. APPOINTMENT OF COMMITTEES AND SUB-COMMITTEES 4.1. Appointment of committees and sub-committees The Group may appoint committees and sub-committees of the Group, subject to any regulations made by the Secretary of State, and make provision for the appointment of committees and sub-committees of its Governing Body Other than where there are statutory requirements, such as in relation to the Governing Body s Audit and Risk Committee or remuneration committee, the Group shall determine the membership and terms of reference of committees and sub-committees and shall, if it requires, receive and consider reports of such committees at the next appropriate meeting of the Group The provisions of these Standing Orders shall apply where relevant to the operation of the Governing Body, the Governing Body s committees and sub-committee and all committees and sub-committees unless stated otherwise in the committee or sub-committee s terms of reference Delegation of Powers by Committees to Sub-committees Where committees are authorised to establish sub-committees they may not delegate executive powers to the sub-committee unless expressly authorised by the Group Approval of Appointments to Committees and Sub-Committees The Group shall approve the appointments to each of the committees and sub-committees which it has formally constituted including those of the Governing Body. The Group shall agree such travelling or other allowances as it considers appropriate. NHS North West Surrey Clinical Commissioning Group s Constitution

92 5. DUTY TO REPORT NON-COMPLIANCE WITH STANDING ORDERS AND PRIME FINANCIAL POLICIES 5.1. If for any reason these Standing Orders are not complied with, full details of the non-compliance and any justification for non-compliance and the circumstances around the non-compliance, shall be reported to the next formal meeting of the Governing Body for action or ratification. All Members of the Group and staff have a duty to disclose any noncompliance with these Standing Orders to the Chief Officer as soon as possible. 6. USE OF SEAL AND AUTHORISATION OF DOCUMENTS 6.1. Group s seal The Group may have a seal for executing documents where necessary. The following individuals or officers are authorised to authenticate its use by their signature: a) the Chief Officer; b) the Chair; c) the Chief Finance Officer; and d) Director of Corporate Development and Assurance Execution of a document by signature The following individuals are authorised to execute a document on behalf of the Group by their signature. a) the Chief Officer; b) the Chair; c) the Chief Finance Officer; and d) Director of Corporate Development and Assurance. 7. OVERLAP WITH OTHER CLINICAL COMMISSIONING GROUP POLICY STATEMENTS/PROCEDURES AND REGULATIONS 7.1. Policy statements: general principles The Group will from time to time agree and approve policy statements/procedures which will apply to all or specific groups of staff employed by NHS North West Surrey Clinical Commissioning Group. The decisions to approve such policies and procedures will be recorded in an appropriate group minute and will be deemed where appropriate to be an integral part of the Group s Standing Orders. NHS North West Surrey Clinical Commissioning Group s Constitution

93 ANNEX 1 Meetings of the Governing Body Calling Meetings 1.1 The Governing Body shall meet on a regular basis at least six (6) times per year and no more than two (2) months apart. Each of the Chief Officer and the Chief Finance Officer may appoint a nominated deputy to attend meetings on their behalf from time to time. 1.2 Meetings of the Governing Body must be open to the public unless the Governing Body resolves that the public be excluded from the meeting, whether for the whole or part of the proceedings on the grounds that publicity would be prejudicial to the public interest or the interests of the Group by reason of the confidential nature of the business to be transacted or for other special reasons stated in the resolution and arising from the nature of the business to be transacted or the proceedings. 1.3 The Secretary (on receiving a request from five (5) members of the Governing Body to call a meeting of the Governing Body or, if no Secretary has been appointed, any member of the Governing Body receiving such a request, shall call a meeting of the Governing Body by issuing a notice within five (5) Business Days of being requested to do so. Notice of Meetings 1.4 Notice of any Governing Body meeting must indicate: its proposed date and time, which must be at least fourteen (14) days after the date of the notice, except where a meeting to discuss an urgent issue is required (in which case as much notice as reasonably practicable in the circumstances should be given); where it is to take place; an agenda of the items to be discussed at the meeting and any supporting papers; and if it anticipated that members of the Governing Body participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting. Agenda & Supporting Papers 1.5 The agenda will be agreed between the Chief Officer and the Chair. NHS North West Surrey Clinical Commissioning Group s Constitution

94 1.6 The date, time, venue, agenda and all papers related to the agenda of all Governing Body meetings will be made public with at least seven (7) days notice on the Group's website. 1.7 Notice of a Governing Body meeting must be given to each member of the Governing Body in writing. 1.8 Failure to effectively serve notice on all members of the Governing Body does not affect the validity of the meeting, or of any business conducted at it. 1.9 The Chair can determine items that need to be discussed in private in line with statute and national guidance for example matters of staff discipline, or where patient or commercial confidentiality is likely to be breached. Quorum 1.10 The quorum of the meeting of the Governing Body shall be not less than one half (i.e. 50%) of the members of the Governing Body, at least two of whom shall be Independent Members, one an employee of the Group and five (5) Locality Leads 1.11 If the total number of members of the Governing Body for the time being is less than the quorum required, the Governing Body must not take any decision other than a decision to call a Council of Members' Meeting so as to enable the Members acting through their Practice Leads to appoint further members of the Governing Body to fill any vacancies The Governing Body may co-opt such other person(s) to attend all or any of its meetings, or part(s) of a meeting, in order to assist in its decision making and in its discharge of its functions as it sees fit. Any such person may speak and participate in debate but may not vote A representative in attendance on behalf of a member of the Governing Body will count towards the quorum if notified in advance to the Chair as acting in a formal deputising capacity, provided that the Chair accepts the deputising arrangements If any member of the Governing Body is disqualified from participating in discussions or decision-making on any matter due to their having declared a conflict of interest, they shall not count towards the quorum for that specific matter. If the quorum as set out in paragraph 1.10 is not then met for the specific matter, no further discussion or decision-making may take place on that matter. Chair of Meeting 1.15 At any meeting of the Governing Body, the Chair, if present, shall preside. If the Chair is absent from the meeting, the Deputy Chair, if any, will preside. NHS North West Surrey Clinical Commissioning Group s Constitution

95 1.15A In circumstances where neither the Chair or the Deputy Chair are present, the participating members of the Governing Body will appoint one of the present members of the Governing Body to chair that meeting. Chair's Ruling 1.16 The decision of the Chair on questions of order, relevancy and regularity and their interpretation of the Constitution, Standing Orders, Scheme of Reservation and Delegation and Prime Financial Policies at the meeting, shall be final. Voting at Governing Body meetings 1.17 Any decision of the Governing Body must be decided by a simple majority decision At any meeting of the Governing Body, on a show of hands, every member of the Governing Body present shall have one vote. If the numbers of votes for and against a proposal are equal, the Chair or other person chairing the meeting has a casting vote At any Governing Body meeting a resolution put to a vote of the meeting shall be decided on a show of hands At Governing Body meetings resolutions shall be put to the vote by the chair of the meeting and there shall be no requirement for the resolution to be proposed or seconded by any person A declaration by the chair of the meeting that a resolution has on a show of hands been carried or lost and an entry into the minutes of the meeting shall be conclusive evidence of the fact. Written Resolutions 1.22 A resolution in writing signed or approved by the required majority of the members of the Governing Body entitled to receive notice of a meeting of the Governing Body. The resolution may consist of more than one document in the same form each signed or approved by one or more persons. Emergency Powers and Urgent Decisions 1.23 Emergency meetings may be called by the Chair on provision of at least three (3) Business Days notice to members of the Governing Body. Emergency meeting dates will be published on the Group s website at and a hard copy posted at the Group s headquarters The powers which are reserved to the Governing Body may in an emergency or for an urgent decision be exercised by the Chair and the Chief Officer, after consultation with at least one (1) Lay Member and one other member of the Governing Body. This shall be reported to the next meeting of the Governing Body for ratification. NHS North West Surrey Clinical Commissioning Group s Constitution

96 Record of Attendance 1.25 The names of all members present at the meeting of the Governing Body shall be recorded in the minutes of the Governing Body meetings. Minutes 1.26 The Chair will identify a suitable individual to record the minutes of each Governing Body meeting The minutes of each Governing Body meeting shall record the names of those in attendance The draft minutes of a Governing Body meeting shall be submitted at the next meeting for review as to accuracy. Acceptance of the minutes, with any amendments, shall be recorded in the minutes of the Governing Body meeting at which they are presented for review Draft minutes will be made available to members of the Governing Body no later than three (3) Business Days before the Governing Body meeting at which they are to be reviewed Where appropriate, approved minutes will be made available to the public by publishing them with the agenda and papers of the meeting to which they relate. Minutes or sections of minutes which are of a confidential nature which would not be disclosed under the Freedom of Information Act will not be made available on the Group's website. Suspension of Standing Orders 1.31 Except where it would contravene any statutory provision or any direction made by the Secretary of State for Health or NHS England, any part of these Standing Orders may be suspended at any meeting, provided two thirds of the members of the Governing Body present are in agreement A decision to suspend Standing Orders together with the reasons for doing so shall be recorded in the minutes of the meeting A separate record of matters discussed during the suspension shall be kept. These records shall be made available to the Governing Body s Audit and Risk Committee for review of the reasonableness of the decision to suspend Standing Orders. Transparency 1.34 The Governing Body will publish papers considered at meetings of the Governing Body, except where the Governing Body considers that it would NHS North West Surrey Clinical Commissioning Group s Constitution

97 not be in the public interest to do so in relation to a particular paper or part of a paper Subject to paragraphs 1.36 and 1.37, the Governing Body shall publish the following information relating to determinations made under subsection (3)(a) and (b) of section 14L of the 2006 Act (which relates to remuneration, fees and allowances, including allowances payable under certain pension schemes): in relation to each senior employee of the Group, any determination of the employee's salary or of any travelling and other allowances payable to the employee, including any allowances payable under a pension scheme established under paragraph 11(4) of Schedule 1A to the 2006 Act; any recommendation of the remuneration committee in relation to any such determination Information as to the determination of a senior employee's salary need specify only a band of 5,000 into which the salary determined falls The Governing Body must not publish any information referred to in paragraph 1.35 if the Governing Body considers that it would not be in the public interest to publish it In paragraph , a 'senior employee' means an employee who has authority over or responsibility for directing or controlling the exercise of the Group's functions. Indemnity 1.39 Members of the Governing Body who act honestly and in good faith will not have to meet out of their personal resources any personal civil liability which is incurred in the execution or purported execution of their Governing Body functions, save where they have acted recklessly. NHS North West Surrey Clinical Commissioning Group s Constitution

98 ANNEX 2A LOCALITIES 1. CONFIGURATION OF LOCALITIES 1.1 The Area of the Group shall initially be divided into three (3) Localities or such other configuration of Localities as the Governing Body may agree from time to time in accordance with paragraph 1.3 below. The initial Localities shall be referred to as: Stanwell Ashford Staines Shepperton Egham ("SASSE"); Thames Medical; and Woking, and, for ease of reference, a map indicating the boundaries of the same is included in the Attachment to this Annex 2 of Appendix C. 1.2 Each Member of the Group shall also be a member of a Locality in which their practice is based subject to the ability of NHS England to determine otherwise. 1.3 The Governing Body shall determine the make up of the Localities and the configuration of practices within each Locality provided that any Locality must fall within the Area. Any Member of the Group shall be entitled to request a change to the configuration of a Locality but all such changes shall be considered by the Governing Body and either confirmed or amended but not more than once annually. 2. ROLE OF LOCALITIES 2.1 The proposed role of Localities is to: elect Locality Leads for the Locality and on to the Governing Body in accordance with Paragraph 4 below; contribute to shaping the commissioning strategy for the Group, including early idea generation; engage with and hear perspectives from patients, through the Patient Participation Groups, to inform commissioning; implement agreed Group strategies and priorities at Locality and Member level, including the Locality delivering on the agreements in relation to patient pathways, referral and prescribing formulary; offer peer review and challenge in relation to Member performance in respect of their duties and responsibilities as Members of the Group; create opportunities for exchanges of ideas between Members and encourage a positive learning environment, to encourage GPs and NHS North West Surrey Clinical Commissioning Group s Constitution

99 clinical leaders to learn from and with each other to continually improve practice; feed the views of its Members into the management and governance processes of the Group; be the place of engagement with Members for the Clinical Programme Leads in relation to new service delivery options; 3. LOCALITY LEADS & ROLES 3.1 There shall be up to ten (10) Locality Leads, three (3) from each Locality, elected from the Localities in accordance with paragraph 4 below. 3.2 The three (3) Locality Leads for each Locality must be Healthcare Professionals, at least two (2) of which must be GPs, and each of the three (3) Locality Leads for each Locality must be from a different Member within that Locality. 3.3 One of the Locality Leads in each Locality shall be the Locality Clinical Director appointed to the role by the Governing Body in accordance with Paragraph 4.2 below. In addition to being a Locality Lead, the responsibilities of the Locality Clinical Director will be to chair Locality Meetings, and lead the Locality. 3.4 The Locality Leads shall, unless they have been appointed by the Governing Body into the role of Locality Clinical Director, or are the Chair, be encouraged to hold additional clinical or corporate leadership function, which will ordinarily be a role connected with the operation of the Clinical Executive Committee, as may be determined by the Governing Body from time to time. 3.5 Candidates for the role of Locality Leads must be able to fulfil the criteria referred to in paragraph 3.2 above and meet the role description and person specification developed for the specific Locality Lead role. They must not be an individual of the description set out in paragraph of Appendix C. 3.6 The Locality Leads shall sit on the Governing Body. 3.7 The role of the Locality Leads is to: represent the Members within the Locality to which they have been assigned; be part of the Locality Team; lead on, and ensure fulfilment of, the role of the Locality as referred to in paragraph 2 above; visit each Member within their Locality on a periodic basis; and NHS North West Surrey Clinical Commissioning Group s Constitution

100 3.7.5 perform the additional clinical or corporate leadership functions for which they are responsible as may be determined by the Governing Body from time to time. 4. LOCALITY LEADS - ELECTION PROCESS/TENURE 4.1 The Members shall be entitled to elect Locality Leads up to the limit listed in paragraph 3.1 above. Locality Leads are subject to the following election process: the Governing Body shall issue a role description and minimum requirements for the role of Locality Lead. Interested candidates may apply for the role, demonstrating how they meet the essential requirements of the person specification and how they would undertake the role. A panel consisting of the Remuneration and Nominations Committee and any others deemed appropriate may assess the candidates' suitability for the role of Locality Lead by holding screening interviews and produce a shortlist of suitable candidates for the role; and there shall be an election process for all short listed candidates, with election by the passing of an Ordinary Resolution of all Members within each Locality. 4.2 Following election of the Locality Leads, the Governing Body shall appoint one of the Locality Leads in each Locality to be the Locality Clinical Director. 4.3 A Locality Lead shall be: elected for a term not exceeding three (3) years; shall be eligible for re-election at the end of that term but may not serve as a Locality Lead for more than three (3) terms or a total of nine (9) years; and shall cease to hold office if: (a) (b) (c) he/she no longer meets the qualifications applicable to the role; his/her term of office is terminated in accordance with paragraph 4.4 below; or he/she resigns in notice to the Governing Body by giving three (3) months written notice. 4.4 A Locality Lead shall not be eligible to become or continue in office as a Locality Lead if any of the grounds contained in paragraph of Appendix C of the Constitution apply to him/her. NHS North West Surrey Clinical Commissioning Group s Constitution

101 5. PATIENT PARTICIPATION GROUPS 5.1 Each Member shall set up a Patient Participation Group to encourage feedback from its patients. Members of each Patient Participation Group within a Locality shall be entitled to elect, nominate or appoint a representative to be a member of the Locality Patient Reference Group referred to in paragraph 5.2 below. 5.2 Each Locality will establish a Locality Patient Reference Group, and members of each Locality Patient Reference Group shall be entitled to elect, nominate or appoint two (2) Patient Representatives to represent the patients within their Locality on the Patient and Public Engagement Forum and to be part of the Locality Team. 6. PRACTICE NURSE AND PRACTICE MANAGER LEADS 6.1 Each Locality shall elect a Patient Nurse Lead and a Practice Manager Lead to serve on its Locality Team and attend the relevant Locality Meetings in a process to be determined by each Locality. 7. LOCALITY TEAM 7.1 There shall be one Locality Team for each Locality comprising of: the three (3) Locality Leads for the relevant Locality; the Practice Nurse Lead; the Practice Manager Lead; and the Patient Representative. 7.2 The Locality Team shall have the power to co-opt other non-voting persons from the Members to attend its meetings as it sees fit from time to time. 7.3 The Locality Team shall have access to general management and professional support of the Group who carry out administrative tasks for, and on behalf of, the Locality Team. 7.4 A person shall not be eligible to be a member of the Locality Team and shall cease to be a member of the Locality Team as soon as that person: (if a Locality Lead) ceases to be a Locality Lead or is removed in accordance with paragraph 4; (if a Practice Manager Lead or a Practice Nurse Lead) ceases to be the Practice Manager Lead or Practice Nurse Lead for the Locality; and/or NHS North West Surrey Clinical Commissioning Group s Constitution

102 7.4.3 (if a Patient Representative) ceases to be the Patient Representative for the Locality. 8. LOCALITY MEETINGS 8.1 The Locality Team shall meet on a regular basis. 8.2 Locality Meetings including Practice Leads, and any other practice representatives including practice managers and practice nurses shall be held on a regular basis and in any event not less than six (6) times per year. 8.3 Not less than four (4) times per year, the Locality will invite at least two (2) patient representatives from Practice Participation Groups and other local stakeholders as it deems appropriate to attend Locality Meetings. NHS North West Surrey Clinical Commissioning Group s Constitution

103 ANNEX 2B FORUMS 1. GP FORUM The Group shall have a GP Forum consisting of GPs employed or engaged by Members in the Area (other than those already actively involved as GP Leads or Locality Leads) to actively involve all GPs with clinical commissioning and the work of the Group, and to provide for the wide engagement and education of GPs in the commissioning process, planning, prioritisation and decision making. 2. PRACTICE MANAGER FORUM The Group shall have a Practice Manager Forum to contribute to the commissioning process and act as an important development support for practice managers employed or engaged by the Members. 3. PRACTICE NURSE FORUM The Group shall have a Practice Nurse Forum to contribute to the commissioning process and act as an important development support for practice nurses employed or engaged by the Members. 4. PATIENT AND PUBLIC ENGAGEMENT FORUM a. The Group shall have a Patient and Public Engagement Forum, whose role is to act as a key contributor to commissioning processes and to help inform the Governing Body's decision making. b. The Patient and Public Engagement Forum shall be entitled to elect a chair from amongst its members, who will sit as an observer on the Governing Body in accordance with paragraph of the Constitution. c. The Lay Member responsible for patient and public engagement shall be entitled to attend the Forum from time to time. NHS North West Surrey Clinical Commissioning Group s Constitution

104 ATTACHMENT TO ANNEX 2 OF APPENDIX C CCG Committee Terms of Reference Explanatory Note The terms of reference for the CCG s committees identified in the constitution are included in the following pages. These are included here as an important part of the CCG s constitutional arrangements. Following agreement by the Council of Members in November 2015 and approval by NHS England, from April 2016 these no longer formally form part of the constitution and may be amended by the Governing Body. NHS North West Surrey Clinical Commissioning Group s Constitution

105 ANNEX 3 AUDIT AND RISK COMMITTEE NHS North West Surrey Clinical Commissioning Group Terms of Reference 1. Introduction 1.1 The Audit and Risk Committee (the Committee) is established in accordance with NHS North West Surrey Clinical Commissioning Group s (the Group's) Constitution. These Terms of Reference set out the membership, remit, responsibilities and reporting arrangements of the Committee and shall have effect as if incorporated into the Constitution. 1.2 The Committee - established as an assurance committee - is authorised by the Governing Body to provide assurance of the Group s compliance with its responsibilities for the conduct of public business and stewardship of funds under its control. 1.3 The Committee is authorised to investigate any activity, within its Terms of Reference, to give the Governing Body assurance of the Group's compliance to regulation and best practice with regards to: financial reporting and internal control principles; NHS North West Surrey Clinical Commissioning Group s Constitution

106 robust risk management; and ensuring an appropriate relationship with both internal and external auditors is maintained. 1.4 The Committee is charged with ensuring that an appropriate relationship with both internal and external auditors is maintained and for monitoring their performance The Committee is authorised to seek any information it requires from any Member, Officer or Employee of the Group - who are directed to co-operate with any request made by the Committee. 2. Membership 2.1 The Committee shall be appointed by the Group as set out in the Group's Constitution and may include individuals who are not on the Governing Body. 2.2 The Lay Member on the Governing Body, with the lead role in overseeing key elements of governance, shall be the Chair of the Committee. 2.3 The membership of the Committee shall consist of the independent members (both lay and clinical) and any other members co-opted under the terms of 2.1 above. 2.4 All members of the Governing Body, other than the Lay Members and Independent Members, are disqualified from being either Chair or members the Committee; 2.5 Only members of the Committee, as defined in Section 2.4 above, have the right to attend meetings of the Committee, including the right to vote on decisions. All members and employees of the Group and external advisers/service providers may be required to attend for all or part of any meeting, where the Committee deems it appropriate and necessary. 3. Attendance 3.1 In addition to the Committee members, the Director of Finance shall generally attend meetings of the Committee Directors of the Group will periodically attend meetings of the committee to provide update and assurances on the management of risk within their directorates The Accountable Officer would normally be invited to attend and discuss, at least annually with the committee, the process for assurance that supports the Annual Governance Statement. He or she NHS North West Surrey Clinical Commissioning Group s Constitution

107 would also normally attend when the committee considers the draft internal audit plan and the annual accounts The Chair of the Governing Body may also be invited to attend one meeting each year in order to form a view on, and understanding of, the committee s operations 3.2 A representative of each of the internal and external auditor shall generally attend meetings of the Committee. 3.3 A representative of the Local Counter Fraud Specialist shall generally attend meetings of the Committee. 3.4 Other members of the Governing Body shall be invited to attend those meetings where the Committee will consider areas of risk or operation that are within their area of responsibility. 3.5 Regardless of attendance, external audit and internal audit providers, the external auditor, the Local Counter Fraud team and NHS Protect will have full and unrestricted rights of access to the Audit and Risk Committee. 4. Secretary 4.1 The Company Secretary, or equivalent, shall be the Secretary to the Committee and will provide administrative support and advice. The duties of the Secretary in this regard include but are not limited to: agreement of the agenda with the chair of the Committee and attendees together with the collation and quality assurance of papers; taking the minutes and keeping an accurate record of matters arising and issues to be carried forward. These must be focused on agreed actions; advising the Committee as appropriate on best practice, national guidance and other relevant documentation management of the forward plan of committee business, ensuring business milestone dates are reflected and engagement expectations in pursuance of its assurance role are communicated to the wider organisation. 5. Quorum 5.1 A quorum shall be two voting members, as defined in Section 2.3 above 5.2 If the designated Chair is unable to attend the meeting, another member of the Committee may be nominated to fulfil the role of Chair on a temporary basis. NHS North West Surrey Clinical Commissioning Group s Constitution

108 6. Frequency of meetings 6.1 Meetings shall be held at least four times per year, with additional meetings where necessary. 6.2 The external and internal auditors and the local counter fraud team shall be afforded the opportunity at least once per year to meet with the Committee without executive officers or members of the Governing Body present. 6.3 The Committee members shall be afforded the opportunity to meet at least once per year with no others present. 7. Remit and responsibilities of the Committee 7.1 The Committee shall provide assurance to the Governing Body that an appropriate system of internal control is in place to ensure that Business is conducted in accordance with the legal and regulatory framework and proper business conduct standards and public money is safeguarded and properly accounted for. Integrated governance, risk management and internal control 7.2 The Committee shall review the establishment and maintenance of an effective system of Integrated Governance, Risk Management and Internal Control, across the whole of the Group's activities that support the achievement of the Group's objectives. 7.3 In particular, the Committee will review the adequacy and effectiveness of: all Risk and Control related disclosure statements (in particular the governance statement), together with any appropriate independent assurances, prior to endorsement by the Governing Body; the underlying assurance processes that indicate the degree of achievement of Group objectives, the effectiveness of the management of principal risks and the appropriateness of the above disclosure statements by reviewing and scrutinising the Governing Body Assurance Framework (GBAF) and Corporate Risk Register (CRR) the policies for ensuring compliance with relevant regulatory, legal, Code of Conduct and Standards of Business requirements, including related reporting and self-certification; and the policies and procedures for all work related to fraud and corruption as set out in Secretary of State Directions and as required by the NHS Protect 7.4 The Committee will receive the minutes and an update from each of its subgroups - Health & Safety; and Information Governance - reporting on all risks registered and progress against managing them, evidencing the mechanisms for effective risk identification and management within their purview. NHS North West Surrey Clinical Commissioning Group s Constitution

109 7.4.1 The sub-groups of the Committee will escalate, through the Director of Corporate Development & Assurance, any issues it determines to be imminent in timescale and/or impact. Internal Audit 7.5 The Committee shall ensure that there is an effective internal audit function that meets mandatory Public Sector Internal Standard or any standard that supersedes it, and provides appropriate independent assurance to the Committee, Chief Officer and the Group. 7.6 The Committee shall achieve an effective internal audit function by: consideration of the provision of the internal audit service, the cost of the audit and any questions of resignation and dismissal; review and approval of the internal audit strategy, operational plan and more detailed programme of work, ensuring that this is consistent with the audit needs of the organisation, as identified in the assurance framework; considering the major findings of internal audit work (and the senior team's response) and ensuring co-ordination between the internal and external auditors to optimise audit resources; ensuring that the internal audit function is adequately resourced and has appropriate standing within the Group; and an annual review of the effectiveness of internal audit. External Audit 7.7 The Committee shall review the work and findings of the external auditors and consider the implications and the senior team's responses to their work. 7.8 The Committee shall achieve this by: consideration of the performance of the external auditors, as far as the rules governing the appointment permit; discussion and agreement with the external auditors, before the audit commences, on the nature and scope of the audit as set out in the annual plan, and ensuring co-ordination, as appropriate, with other external auditors in the local health economy including the NAO; discussion with the external auditors of their local evaluation of audit risks and assessment of the Group and associated impact on the audit fee; NHS North West Surrey Clinical Commissioning Group s Constitution

110 7.8.4 review of all external audit reports, including the report to those charged with governance, agreement of the annual audit letter before submission to the Group and any work undertaken outside the annual audit plan, together with the appropriateness of management responses; developing and implementing a policy on the engagement of the external auditor to supply non-audit services; and considering the provision of the external audit service (having regard to the requirement that the external auditors maintain their independence), the cost of the audit and any questions of resignation and dismissal. Other assurance functions 7.9 The Committee shall review the findings of other significant assurance functions, both internal and external, including but will not be limited to: any reviews by Department of Health arm s length bodies or regulators/inspectors (for example, without limitation the Care Quality Commission and NHS Litigation Authority); and professional bodies with responsibility for the performance of staff or functions (for example, without limitation Royal Colleges and accreditation bodies), and consider the implications for the governance of the Group. Counter fraud 7.10 The Committee will seek assurance from the NHS Counter Fraud and Security Management team that effective measures are in place that meet NHS and CFSMS requirements. This will be achieved by: consideration of the provision of the counter fraud and security management services, the cost of these services and any questions of resignation and dismissal; review and approval of the annual Counter Fraud and Security Management plans ensuring that these are consistent with the needs of the organisation; ensure management s co-operation with counter fraud and security management services; to review the undertakings of counter fraud and security management services, ensuring that effective proactive work is undertaken and any NHS North West Surrey Clinical Commissioning Group s Constitution

111 investigation outcomes are appropriately managed in line with the aims of the CCG; ensuring that counter fraud and security management services are adequately resourced and have appropriate standing within the organisation; and undertake an annual review of the effectiveness of counter fraud and security management services. Management 7.11 The Committee shall request and review reports and positive assurances from members of the Governing Body and senior employees on the overall arrangements for governance, risk management and internal control. The Committee may also request specific reports from individual functions within the Group as they may be appropriate to the overall arrangements The Committee shall also seek evidence and assurance of robust mechanisms for management of Policy Development throughout the group, with a quarterly report to the Committee and an Annual Report to the Governing Body, via recommendations by this Committee. These reports will be produced by the director for Corporate Development and Assurance The Committee will ensure that the Group s register of interests is regularly reviewed and monitor the effectiveness of arrangements designed to minimise the risks with conflicts of interest. Financial reporting 7.14 The Committee shall monitor the integrity of the financial statements of the Group and any formal announcements relating to the Group's financial performance The Committee shall ensure that the systems for financial reporting to the Group, including those of budgetary control, are subject to review as to completeness and accuracy of the information provided to the Group. This shall include monitoring cost effectiveness across the range of the Group s activities 7.16 The Committee shall review the Annual Report and financial statements before submission to the Governing Body and the Council of Members, focusing particularly on: the wording in the governance statement and other disclosures relevant to the terms of reference of the Committee and make recommendations to the Governing Body as necessary; NHS North West Surrey Clinical Commissioning Group s Constitution

112 changes in, and compliance with, accounting policies, practices and estimation techniques; unadjusted mis-statements in the financial statements; significant judgements in preparing of the financial statements; significant adjustments resulting from the audit; letter of representation; and qualitative aspects of financial reporting. 8. Relationship with the Governing Body and Governance Committees 8.1 The minutes of all meetings of the Committee shall be formally recorded and submitted, together with recommendations where appropriate, to the Governing Body The submission to the Governing Body shall include details of any matters in respect of which actions or improvements are needed and where assurance cannot be given. This will include details of any evidence of potential ultra vires, otherwise unlawful or improper transactions, acts, omissions or practices or any other important matters. To the extent that such matters arise, the chair of the Committee shall present details to a meeting of the Governing Body in addition to submission of the minutes. 8.2 The Committee will receive quarterly reports from each of the following Governance Committees: Quality; Clinical Executive; Remuneration and Nomination; and Contract and Finance - reporting on the all risks registered and progress against managing them, evidencing the mechanisms for effective risk identification and management within their purview. 8.3 The Committee will submit an Annual Report to the Governing Body, having undertaken a self-assessment in respect of its performance and in fulfilment of its functions, as set out in these Terms of Reference. This Report shall include but not be limited to: functions undertaken in connection with the statement of internal control; the assurance framework; the effectiveness of risk management within the Group; the integration of and adherence to governance arrangements NHS North West Surrey Clinical Commissioning Group s Constitution

113 8.3.4 its view as to whether the self-assessment against standards for better health is appropriate; and any pertinent matters in respect of which the Audit and Risk Committee has been engaged. 8.4 The Group's annual report shall include a section describing the work of the Audit and Risk Committee in discharging its responsibilities. 9. Policy and best practice 9.1 The Committee is authorised to obtain such internal information as is necessary and expedient to the fulfilment of its functions. 10. Conduct of the Committee 10.1 These Terms of Reference will be reviewed by the Governing Body at least once annually. NHS North West Surrey Clinical Commissioning Group s Constitution

114 ANNEX 4 REMUNERATION AND NOMINATIONS COMMITTEE NHS North West Surrey Clinical Commissioning Group Terms of Reference 1. Introduction 1.1 The Remuneration and Nominations Committee (the Committee) is established in accordance with NHS North West Surrey Clinical Commissioning Group s (the Group) Constitution, Standing Orders and Scheme of Reservation and Delegation. These terms of reference set out the membership, remit, responsibilities and reporting arrangements of the Committee and shall have effect as if incorporated into the Group's Constitution and Standing Orders. 1.2 The Committee is an executive committee authorised by Governing Body to act, within these terms of reference and in accordance with its agreed Remuneration Principles (at Annex A), to advise and determine the appointments, remuneration and conditions of service for: members of the Governing Body; employees of the Group; and those who provide services to the Group. NHS North West Surrey Clinical Commissioning Group s Constitution

115 All Members and employees of the Group are directed to co-operate with any request made by thecommittee. 1.3 The Committee also provides assurance regarding performance and succession planning of the Governing Body. 2. Membership 2.1 The Committee shall be appointed by the Governing Body from amongst its Lay and Independent members. 2.2 The membership of the Committee shall consist of: the Chair of the Committee, who will be an independent member of the Governing Body. 2.3 The independent member will elect a Chair who cannot also be a member of the Audit & Risk Committee. 2.4 Only members of the Committee have the right to attend committee meetings and the right to vote on decisions. However, other individuals such as the Chief Executive, the Director of Corporate Development & Assurance and external advisers may be invited by the Chair to attend for all or part of any meeting, as and when appropriate and necessary. 3. Secretary 3.1 The Company Secretary or equivalent shall be the Secretary to the Committee and will provide administrative support and advice. The duties of the Secretary in this regard include but are not limited to: agreement of the agenda with the chair of the Committee and attendees together with the collation and quality assurance of papers; taking the minutes and keeping an accurate record of matters arising and issues to be carried forward. These must be focused on agreed actions; advising the Committee as appropriate on best practice, national guidance and other relevant documentation management of the forward plan of committee business, ensuring business milestone dates are reflected and engagement expectations in pursuance of its assurance role are communicated to the wider organisation. 4. Quorum 4.1 A quorum shall be three voting Members of the committee, as set out in NHS North West Surrey Clinical Commissioning Group s Constitution

116 section 2.2, above. 4.2 A decision put to vote at the meeting shall be determined by a majority of the votes of members present. In the case of an equal vote, the Chair of the Committee shall have the casting vote. 5. Frequency of meetings 5.1 Meetings shall be held at least every six months and additional meetings shall be held as and when required to act as a screening panel for Governing Body appointments or in response to directives from the Department of Health or NHS England. 6. Remit and responsibilities of the Committee 6.1 The Committee shall: determine remuneration and conditions of service of the members of the Governing Body, senior executives, and people who provide services to the Group including: (a) (b) (c) salary, including any performance-related pay or bonus; provisions for other benefits, including pensions and cars; and other allowances consider when relevant, the severance payments of the Chief Officer and other senior employees, seeking HM Treasury approval as appropriate and in accordance with HM Treasury guidance; determine levels of remuneration that are sufficient to attract, retain and motivate members of the Governing Body and senior executives whilst remaining cost effective, adhering to all relevant laws, regulations and policy in all respects, including: (a) (b) national guidance; the management cost cap. Taking into account: (a) (b) benchmarked information of other Clinical Commissioning Groups' costs; and the competing earnings potential in primary care approve contractual arrangements for members of the Governing Body and senior executives, including but not limited to termination payments; NHS North West Surrey Clinical Commissioning Group s Constitution

117 6.1.5 oversee the process by which appointment or election for members of the Governing Body are made; ensure appropriate mechanisms for succession planning for key members of the Governing Body; provides assurance regarding the performance review process for all members of the Governing Body including the Chair; and arrange regular performance evaluation of the effectiveness of the Governing Body and provide assurance that the Governing Body has the right balance of skills, knowledge and perspectives required for members of the Governing Body and contributes to ensuring that the organisation values diversity and promotes equality and inclusivity in all aspects of its business determine the Remuneration Principles which will govern remuneration of senior managers and staff (actual awards will be determined by the Management Team acting, within these principles). 7. Relationship with the Governing Body 7.1 The Committee will submit an Annual Report to the Governing Body, having undertaken a self-assessment in respect of its performance and in fulfilment of its functions, as set out in these Terms of Reference. 7.2 Issues escalated to Governing Body for approval and/or decision will be scheduled within the confidential part of the Governing Body meeting. 7.3 The ratified minutes of meetings will be made available to Governing Body Members for viewing within the Corporate Office, through the Secretary to the Committee. 8. Policy and best practice 8.1 The Committee is authorised by the Governing Body to instruct professional advisors and request the attendance of individuals and authorities from outside the Group with relevant experience and expertise if it considers this necessary for or expedient to the exercise its functions. 8.2 The Committee is authorised to obtain such internal information as is necessary and expedient to the fulfilment of its functions. NHS North West Surrey Clinical Commissioning Group s Constitution

118 9. Conduct of the Committee 9.1 These terms of reference and the agreed Remuneration Principles of the Committee shall be reviewed by Governing Body every year. NHS North West Surrey Clinical Commissioning Group s Constitution

119 NWS CCG - Reward Policy Principles ANNEX A 1. National Guidance will inform reward decisions along with a wider span of relevant information (e.g. benchmark data, market pressures etc.). The principle of comply or explain will apply and be noted for audit purposes. 2. Remuneration decisions will reflect the public sector obligation to achieve value for money. 3. Remuneration packages will be set at levels that secure recruitment and retention of high calibre directors. 4. Benefits will be non-negotiable 5. Any enhancements to pay will not be guaranteed 6. Changes in remuneration will be dependent on performance. Performance related bonus payments for exceptional & outstanding performance will not exceed 10% of salary as one off, non-consolidated awards that are not automatically paid each year. Any bonus payment will be dependent upon the CCG s financial performance and ability to pay, as determined by the Remuneration and Nominations Committee. Exceptional & outstanding performance is defined as: a. Exceptional performance over and above the requirements of the role b. Exceptional complexity c. Exceptional circumstance 7. Only following exceptional & outstanding performance will bonus payments be paid. 8. Bonus will be considered annually at the end of the financial year and only payable to directors with more than six month s service. 9. Directors with less than one year s service, for whom a bonus has been agreed, will receive their bonus pro-rata to reflect months in service beyond the initial 6 months and up to the end of the financial year. 10. Bonuses are payable no more frequently than annually. 11. The pay structure for Executives will consist of two salary ranges (for the CEO and for Directors) and applied according to relative job size. The salary range for Directors will be equivalent to Agenda for Change band 9. NHS North West Surrey Clinical Commissioning Group s Constitution

120 12. Salary ranges for all Directors will take account of the market position of likeposts/roles in in the South East of England and Home Counties. 13. A maximum addition of 10% of the basic salary will apply where recruitment is hindered by the package on offer (i.e. failed or challenging recruitment following market testing). This will be treated as a consolidated payment and form part of the spot salary. 14. A maximum addition of 10% of the basic salary will apply as a Complexity Allowance to reflect significant additional responsibilities or higher than average complexity factors. Payments will be linked to the proportion of time spent on the additional work and take account of the complexity factors. Continued payment may be contingent on delivery of those objectives. This will be treated as a consolidated payment and form part of the spot salary. 15. Experience of preferred candidates will be considered at the time of negotiating contracts although the final offer will not exceed what the Remuneration Committee has agreed as the financial limit. 16. A maximum 10% addition to basic salary will be applied for the Finance Director role only to reflect the level of commercial competence required for the role. This will be treated as a consolidated payment and form part of the spot salary. 17. Adjustments for inflation/costs of living changes will reflect that applied nationally for staff on Agenda for Change terms. This will be applied across salaries and consolidated premium payments and the remuneration of other members of the Governing Body. 18. Remuneration principles will be reviewable. NHS North West Surrey Clinical Commissioning Group s Constitution

121 ANNEX 5 QUALITY COMMITTEE NHS North West Surrey Clinical Commissioning Group Terms of Reference 1. Introduction 1.1 The Quality Committee (the Committee) is established in accordance with NHS North West Surrey Commissioning Group s (the Group) Constitution, Standing Orders and Scheme of Reservation and Delegation. These terms of reference set out the membership, remit, responsibilities and reporting arrangements of the Committee and shall have effect as if incorporated into the Group's Constitution and Standing Orders. 1.2 The Committee - established as an assurance committee - is authorised by the Governing Body to act, within these terms of reference, to determine the quality of services commissioned and promote a culture of continuous improvement and innovation with respect to safety of services, clinical effectiveness and patient experience - ensuring that quality sits at the heart of everything the Group does. 1.3 All Members and employees of the Group are directed to co-operate with any NHS North West Surrey Clinical Commissioning Group s Constitution

122 2. Membership request made by the Committee. 2.1 The Committee shall be appointed by the Group as set out in the Group's Constitution and may include individuals who are not on the Governing Body. 2.2 The independent Registered Nurse will act as chair of the committee with the independent Secondary Care Specialist Doctor acting as vice-chair. 2.3 The core membership of the Committee shall consist of: the Chair of the Committee (i.e. the Independent Member described in paragraph 2.2 above); the independent registered nurse on the Governing Body (; the independent secondary care specialist doctor on the Governing Body; at least one (1) Locality Lead of the Governing Body; a representative from Healthwatch; the Clinical Chief of Quality; the Chief Nurse; the Associate Director / Head of Medicines Management; the Public Health Consultant; the Head of Corporate Services & Risk; and One (1) Patient Representative from the Patient and Public Engagement Forum The Committee is comprised entirely of Ex Officio members. Should a member no longer hold the position that entitled them to membership, they shall cease to be a member of this Committee Other individuals such as: the Quality & Patient Safety Manager; the Quality & Contract Manager; and external advisers may be invited to regularly attend for all or part of any meeting, as and when appropriate and deemed necessary by the Committee. 26 The ; Chief Nurse; and Associate Director / Head of Medicines Management may each appoint a nominated deputy to attend Committee meetings on their behalf when required. NHS North West Surrey Clinical Commissioning Group s Constitution

123 2.7 Where required, the Committee shall be supported by: the Directorate of Quality; the Directorate of Commissioning and Strategy the Directorate of Corporate Development & Assurance; and equally, the committee will invite subject matter experts or leads for 3rd party assurance. These persons will attend for specific agenda items only While members of these directorates may regularly attend meetings of the Committee, in order to inform its decision making, such persons shall not be members of the Committee. 3. Secretary 3.1 The Governing Body Secretary, or equivalent, shall act as the Secretary to the Committee and will provide administrative support and advice. The duties of the Secretary in this regard include but are not limited to: 4. Quorum agreement of the agenda with the chair of the Committee and attendees together with the collation and quality assurance of papers; taking the minutes and keeping an accurate record of matters arising and issues to be carried forward. These should be focused on agreed actions; advising the Committee as appropriate on governance best practice (in line with the CCG Good Governance Handbook), national guidance and other relevant documentation management of the forward plan of committee business, ensuring business milestone dates are reflected and engagement expectations in pursuance of its assurance role are communicated to the wider organisation. 4.1 A quorum shall be five (5) members, at least two of whom shall be clinical 1 (who is not the chair), one of whom shall be an Independent Member of the Governing Body and one of whom shall be a member of the Executive Team Nominated deputies attending committee meetings, on behalf substantive members, will count towards quorum. 1 A clinical member is defined as anyone with a medical, nursing, therapy or other current professional clinical qualification. NHS North West Surrey Clinical Commissioning Group s Constitution

124 5. Frequency of meetings 5.1 Meetings shall be held at least six (6) times a year. 5.2 Meeting attendance will be monitored and reported annually by the Governance Secretariat to Governing Body. Committee Members must attend/be represented at all scheduled meetings in a financial year. 6. Remit and responsibilities of the Committee 6.1 The Committee has two core functions, being: to gain assurances that Strategic Commissioning for the Group, including monitoring the implications on quality of future developments of the strategy, fully reflects all elements of quality (patient experience, effectiveness and patient safety); to give assurance, to the Governing Body that services commissioned by the CCG meet appropriate quality standards including inpatient safety, patient experience and clinical effectiveness. 6.2 The scope of the quality aspects of the Committee includes: assuring any revisions to the Quality Framework, in line with any new national guidance or changes in strategic direction, whereby providers are held to account and continuous improvement is assured; scrutinising and assuring plans for driving forward the quality of all commissioned care, including executive recommendations on courses of action where concerns have been identified, receiving and reviewing reports on quality in respect of commissioned services to include performance against CQUINs, patient experience (including complaints and compliments) and clinical performance indicators this includes 3 rd party assurance for providers where the CCG is not the host commissioner; assuring that effective quality surveillance systems and processes are in place; providing assurance that the Group is assisting and supporting the NHS England in its duty to improve the quality of primary care; ensuring that there are robust systems and processes in place to discharge its statutory function e.g. safeguard adults Mental Capacity Act and children; ensuring that systems and processes are in place relating to equality & diversity and quality impact assessments for programmes and projects; NHS North West Surrey Clinical Commissioning Group s Constitution

125 6.2.7 ensuring Providers have adequate systems in place for the governance of research in line with the Department of Health's requirements; overseeing and assuring that effective risk management plans are in place to manage and address clinical governance issues and arrangements in commissioned services. This will include monitoring Quality related risks, ensuring that it is flexible to new and emerging priorities and that all high level risks are escalated to the Corporate Risk register (CRR) and Governing Body Assurance Framework (GBAF); receiving, reviewing and scrutinising summary reports from the Serious Incident Scrutiny Panel on Serious Incidents (SIs) and Never Events (NE) including trends occurring in commissioned services and being assured that robust systems are in place to manage them receiving and scrutinising local and national independent investigation reports relating to patient safety issues monitoring local learning and actions seeking assurance on the performance of NHS organisations in respect of quality in terms of compliance with requirements of the Care Quality Commission, Monitor and any other relevant regulatory bodies operating a rolling programme upon which team representatives will deliver presentations / updates on topics of interest in accordance with stated topics lists; escalate any areas of concern to the Governing Body Apply processes which feed into audit programmes 7. Relationship with the Governing Body and Governance Committees 7.1 The ratified minutes of all meetings of the Committee shall be formally recorded and submitted, together with recommendations where appropriate, to the Governing Body. The submission to the Governing Body shall include details of any matters where actions or improvements need decision. 7.2 The Committee will submit an Annual Report to the Governing Body, following a self-assessment exercise in respect of its performance against fulfilment of its functions as detailed in these Terms of Reference. 8. Policy and best practice 8.1 The Committee is authorised by the Governing Body to instruct professional advisors and request the attendance of individuals and authorities from outside the Group with relevant experience and expertise if it considers this necessary for or expedient to the exercise its functions. NHS North West Surrey Clinical Commissioning Group s Constitution

126 8.2 The Committee is authorised to obtain such internal information as is necessary and expedient to the fulfilment of its functions. 9. Conduct of the Committee 9.1 These Terms of Reference will be reviewed by the Governing Body at least once annually. NHS North West Surrey Clinical Commissioning Group s Constitution

127 ANNEX 6 NHS North West Surrey Clinical Commissioning Group OPERATIONAL LEADERSHIP TEAM Terms of Reference 1. Introduction 1.1 The Operational Leadership Team (the Committee) is established in accordance with NHS North West Surrey Clinical Commissioning Group s (the Group's) Constitution, Standing Orders and Scheme of Reservation and Delegation. These terms of reference set out the membership, remit, responsibilities and reporting arrangements of the Committee and shall have effect as if incorporated into the Group's Constitution and Standing Orders. 1.2 The Committee is authorised by the Governing Body to act within its terms of reference. All Members and employees of the Group are directed to cooperate with any request made by the Committee. 2. Membership 2.1 The Committee shall be appointed by the Group as set out in the Group's Constitution and may include individuals who are not on the Governing Body. 2.2 The Chief Officer will chair the Committee. 2.3 The membership of the Operational Leadership Team shall consist of: the Chief Officer (who will chair the Committee) as referred to in paragraph 2.2 above; the Chair; the Chief Finance Officer; three (3) Corporate Clinical Chiefs; the Director of Quality and Innovation; and the Director of Corporate Development and Assurance. 3. Secretary 3.1 The Secretary shall record the minutes of all meetings of the Committee. 4. Quorum 4.1 A quorum shall be three members, at least one of whom shall be clinical and one non-clinical. NHS North West Surrey Clinical Commissioning Group s Constitution

128 5. Frequency of meetings 5.1 Meetings of the core membership shall be held twice a month. 6. Remit and responsibilities of the Committee 6.1 The Committee shall: be responsible for the operational delivery of agreed strategy, including strategic commissioning intentions and translating these into deliverable plans for the Governing Body; ensure the Group is aware of and complies with its legal and statutory obligations, and operates in a safe and legally compliant manner, taking appropriate professional advice where necessary; manage day to day risks and issues for the Group as they arise; identify, secure and align the necessary resources needed to deliver the strategic objectives of the Group, including: (a) (b) (c) (d) (e) building and maintaining flexible teams; resourcing different streams of work differently and flexibly; drawing on the range of different skills and resources available to the Group, including Commissioning Support Services; negotiating, entering into and managing contracts with third parties for the Group; recommending to the Governing Body a financial strategy to include any risk sharing or management arrangements; secure and oversee effective delivery of commissioning support services to the Group; manage the overall communication and consultation process for the Group, including publishing information about health services on the Group's website and through other media; provide financial oversight and reporting; and ensure that the Governing Body and other committees are well supported in their work. NHS North West Surrey Clinical Commissioning Group s Constitution

129 7. Relationship with the Governing Body 7.1 The Committee will report to the Governing Body after each meeting. 8. Policy and best practice 8.1 The Committee is authorised by the Governing Body to instruct professional advisors and request the attendance of individuals and authorities from outside the Group with relevant experience and expertise if it considers this necessary for or expedient to the exercise its functions. 8.2 The Committee is authorised to obtain such internal information as is necessary and expedient to the fulfilment of its functions. 9. Conduct of the Committee The terms of reference of the Committee shall be reviewed by Governing Body at least annually. NHS North West Surrey Clinical Commissioning Group s Constitution

130 ANNEX 7 CLINICAL EXECUTIVE TERMS OF REFERENCE NHS North West Surrey Clinical Commissioning Group NHS North West Surrey Clinical Commissioning Group s Constitution

131 Terms of Reference 1. Introduction 1.1 The Clinical Executive (the Committee) is established in accordance with NHS North West Surrey Clinical Commissioning Group s (the Group) Constitution, Standing Orders and Scheme of Reservation and Delegation. These terms of reference set out the membership, remit, responsibilities and reporting arrangements of the Committee and shall have effect as if incorporated into the Group's Constitution and Standing Orders. 1.2 The Committee - established as an executive committee - is authorised by the Governing Body to act and make decisions on its behalf, within these terms of reference, to implement the Strategic Commissioning Plan, which will be reviewed annually by the Governing Body. All Members and employees of the Group are directed to co-operate with any request made by the Committee. 2. Membership 2.1 The Committee shall be appointed by the Group as set out in the Group's Constitution and may include individuals who are not on the Governing Body. 2.2 The membership of the Committee shall consist of: the Chair of the Committee, who will be chosen by the Committee from one of the Locality Leads of the Governing Body all Locality Leads; All clinical chiefs all Clinical Programme Leads; the Chief Executive Officer; the Director of Finance; the Director of System Re-design; the Director of Strategic Commissioning the Chief Nurse NHS North West Surrey Clinical Commissioning Group s Constitution

132 the Associate Director/Head of Medicines Management a Social Services representative the Director of Public Health The Committee is comprised entirely of Ex Officio members. Should a member no longer hold the position that entitled them to membership, they shall cease to be a member of this Committee. 2.3 Members of the Senior Management Team shall be co-opted to the Committee as required. 2.5 The Committee may invite any representative of the Group to attend the meetings in a non-voting capacity, as it sees fit from time to time. 2.6 Members may appoint a nominated deputy to attend Committee meetings on their behalf when exceptionally required. 3. Secretary 3.1 The Company Secretary, or equivalent, shall be the Secretary to the Committee and will provide administrative support and advice. The duties of the Secretary in this regard include but are not limited to: agreement of the agenda with the chair of the Committee and attendees together with the collation and quality assurance of papers; taking the minutes and keeping an accurate record of matters arising and issues to be carried forward. These must be focused on agreed actions; advising the Committee as appropriate on best practice, national guidance and other relevant documentation management of the forward plan of committee business, ensuring business milestone dates are reflected and engagement expectations in pursuance of its assurance role are communicated to the wider organisation. 4. Quorum 4.1 A quorum shall be not less than one half (i.e. 50%) of members, at least five (5) of whom shall be clinical members and two (2) employees of the Group. 4.2 Nominated deputies attending committee meetings, on behalf of substantive members, will count towards quorum. Deputies will be voting members of the committee. NHS North West Surrey Clinical Commissioning Group s Constitution

133 5. Frequency and notice of meetings 5.1 Meetings shall be held monthly. 5.2 A least two meetings in the Committee annual programme will be used for reflective and/or exploratory deep dive reviews of pertinent issue to the Group s Clinical and/or Commissioning effectiveness (Seminar). 5.3 Meeting attendance will be monitored and reported annually by the Governance Secretariat to Governing Body. Committee members should attend a minimum of 75% of meetings held in the year. 6. Remit and responsibilities of the Committee 6.1 The Committee shall: develop and recommend a Commissioning strategy to the Governing Body informed by each Locality and the Programme Boards and aligned with the Joint Health and Wellbeing Strategy; ensure effective means of communication are in place for consultation with localities in the development of commissioning plans and to report decisions; be the main source of clinical advice to the Governing Body; be responsible for QIPP plan, finance and programme delivery; develop, oversee and ensure the delivery of the necessary programme and/or project arrangements to effectively inform the development of clinical strategy and to develop annual commissioning plans for priority programmes of care; support joint commissioning arrangements with Surrey County Council and other partners; generate new QIPP ideas, make the for case and support clinical change, and recommend to the Governing Body business cases for approval and release of funds as available within the financial envelope of the Group; determine and assess the clinical outcomes for provider contracts e.g. CQUINs and review the performance and delivery of providers against the contractual provisions; determine tactical investments/interventions, and ensuring the operational delivery of agreed strategy and change programmes, including strategic commissioning intentions; and determine and approve recommendations and developments from Medicines Management, including considering and NHS North West Surrey Clinical Commissioning Group s Constitution

134 ratifying recommendations of the monthly Prescribing Clinical Network around the managed entry of new drugs to: promote equity of access to medicines across our health community; promote patient safety; ensure rational and transparent decision making around funding medicines and treatments; bring consistency to value for money considerations; and identify opportunities for investment and disinvestment assist and support NHS England in its duty to improve the quality of primary care. 7. Relationship with the Governing Body Governance, and other Committees 7.1 Clinical Executive will report to the Governing Body after each meeting through its submission of confirmed minutes. 7.2 The Clinical Executive will receive and decide on proposals and issues escalated to it through the assurance committees of the Group. This will include: receiving recommendations on the quality implications for the Commissioning Strategy, QIPP programmes, Business Cases; receiving recommendations on the financial implications for the Commissioning Strategy, QIPP programmes, Business Cases, PIDs and Investment initiatives from the Contract and Finance Committee; 7.3 The Clinical Executive may make reference to assurance committees of the Group any material concerns it may have, for review and to receive assurance. 7.4 The Committee will receive, be informed by and act on advice and assurance referred to it by the assurance committee of the Group. The Committee will escalate to Governing Body decisions outside of its remit as defined in these Terms of Reference. This will include agreeing funding in accordance with limits stipulated in Reference 3(i) of the Scheme of Reservation and Delegation. 7.5 The Committee may agree to delegate decision making to the Operational Leadership Team. 7.6 The Medicines Optimisation Group is a formal sub-committee of the Committee Other commissioning committees, including the Joint Programme Development Group, and the Local Joint Commissioning Group will also consult with and update the Committee in the course of discharging their responsibilities. NHS North West Surrey Clinical Commissioning Group s Constitution

135 8. Policy and best practice 8.1 The Committee is authorised by the Governing Body to instruct professional advisors and request the attendance of individuals and authorities from outside the Group with relevant experience and expertise if it considers this necessary for or expedient to the exercise its functions. 8.2 The Committee is authorised to obtain such internal information as is necessary and expedient to the fulfilment of its functions. 8.3 The Committee shall monitor Clinical Policy Development fostering engagement at the highest level within the Group e.g. IFR, IVF, PCN Statements and Medicines Management prescribing. 9. Conduct of the Committee 9.1 The Committee will undertake a self-assessment of its performance at least once annually and present a report to the Governing Body. 9.2 These Terms of Reference for the Committee shall be reviewed by Governing Body at least annually. NHS North West Surrey Clinical Commissioning Group s Constitution

136 ANNEX 8 STRATEGIC FINANCE COMMITTEE NHS NORTH WEST SURREY CLINICAL COMMISSIONING GROUP SASSE Locality Council of Member Practices Thames Medical Locality Woking Locality Governing Body Clinical Executive Operational Leadership Team Executive Team Quality Committee Remuneration & Nominations Committee Patient & Public Engagement Forum Audit & Risk Committee Strategic Finance Committee Children & Young People Integrated Care Mental Health & Learning Disabilities Urgent Care Strategic Commissioning Plan Planned Care Targeted Communities Rehab & Reablement Medicines Management & PCN Better Care Fund Strategic Commissioning Plan Terms of Reference 1. Introduction 1.1 The S t r a t e g i c Finance Committee (the Committee) is established in accordance with NHS North West Surrey Commissioning Group s (the Group's) Constitution, Standing Orders and Scheme of Reservation and Delegation. These terms of reference set out the membership, remit responsibilities and reporting arrangements of the Committee and shall have effect as if incorporated into the Group's Constitution and Standing Orders. 1.2 The Committee - established as an assurance committee - is authorised by the Governing Body to act, within its terms of reference, to: oversee the NHS North West Surrey Clinical Commissioning Group s Constitution

137 review and development of the CCG s Five Year Plan and Two Year Operational Plan and associated financial plans. 1.3 All Members and employees of the Group are directed to co-operate with any request made by the Committee. 2. Membership 2.1 The Committee shall be appointed by the Group as set out in the Group's Constitution and may include individuals who are not on the Governing Body. 2.2 A Lay Member of the Governing Body will Chair the Committee. 2.3 The membership of the Committee shall consist of: the Chair of the Committee (the Lay Member described in paragraph 2.2 above); The Lay Member of the Governing Body, other than the Chair of the Committee; the Clinical Chief of Contracts and Performance; The Chief Executive the Director of Finance; the Director of Strategic Commissioning; the Deputy Director of Finance; the Deputy Director of Strategic Commissioning; the Associate Director: Planning, Performance and Delivery; The Committee is comprised entirely of Ex Officio members. Should a member no longer hold the position that entitled them to membership, they shall cease to be a member of this Committee. NHS North West Surrey Clinical Commissioning Group s Constitution

138 2.4 If the Chair is absent from a meeting or absent temporarily on the grounds of a declared conflict of interest, the other Lay Member shall act as Chair for the duration of the meeting or until the Chair returns to the meeting. 2.5 In the event that neither Lay Member is present (through apology and/or declared conflict) the Committee shall select one of their membership to Chair the meeting, however decisions made must be ratified by the Committee at a subsequent meeting wherein both Lay Members are present. 2.6 The Committee shall be supported by: Quality Innovation, Performance and Prevention (QIPP) Programme Leads as required the Directorate of Finance; the Directorate of Strategic Commissioning the Directorate of Corporate Development & Assurance; and Commissioning Support Services staff While members of these directorates may regularly attend meetings of the Committee, in order to inform its decision making, such persons shall not be members of the Committee. 2.7 The Director of Finance; the Director for Strategic Commissioning; the Deputy Director of Finance; Deputy Director of Strategic Commissioning ; and the Head of Performance and Delivery may each appoint a nominated deputy to attend Committee meetings on their behalf when exceptionally required. 3. Secretary NHS North West Surrey Clinical Commissioning Group s Constitution

139 3.1 The Company Secretary, or equivalent, shall be the Secretary to the Committee and will provide administrative support and advice. The duties of the Secretary in this regard include but are not limited to: agreement of the agenda with the chair of the Committee and attendees together with the collation and quality assurance of papers; taking the minutes and keeping an accurate record of matters arising and issues to be carried forward. These must be focused on agreed actions; advising the Committee as appropriate on best practice, national guidance and other relevant documentation management of the forward plan of committee business, ensuring business milestone dates are reflected and engagement expectations in pursuance of its assurance role are communicated to the wider organisation. 4. Quorum 4.1 A minimum of one half (4) of the members will constitute a quorum, provided this includes at least one Lay Member and one of whom is a Director of the Group. 4.2 Nominated deputies attending committee meetings, on behalf substantive members, will count towards quorum. 5. Frequency of meetings 5.1 Meetings shall be held at least four (4) times a year. 5.2 Meeting attendance will be monitored and reported annually by the Governance Secretariat to Governing Body. Committee Members must attend/be represented at all scheduled meetings in a financial year. 6. Remit and responsibilities of the Committee 6.1 The Committee has the following assurance functions, on behalf of Governing Body: Planning: NHS North West Surrey Clinical Commissioning Group s Constitution

140 6.1.1 Oversee the review and development of the CCG s Five Year Plan and associated financial plans; Oversee the review and development of the CCG s Five Year QIPP Plan and associated financial plans; Oversee the review and development of the CCG s Two Year Operational Plan and associated financial plan (the annual budget); Ensure that all plans are supported by robust activity and financial information; Ensure that all plans are consistent with associated enabling strategies (workforce, estates, IM&T, communications and engagement); Consider all draft strategic and financial plans prior to their submission to the Governing Body for approval; Consider reports on the longer-term future strategic direction of the CCG. Monitoring and Delivery: Monitor the overall implementation fo the Five year Plan and delivery of the QIPP plan; Monitor the CCG s in year financial performance against approved budget, giving consideration to underlying activity data as appropriate; Ensure risks of exceeding expenditure limits are assessed and mitigating actions are in place The Committee shall review those risks on the corporate risk register which have been assigned to it and ensure that appropriate and effective mitigating actions are in place Oversight of procurement process including Invitation to Tender, Evaluation, Preferred Bidder Appointment and Contract Award for new contracts with an estimated value above 1m or where there is a significant reputational or service issue. To advise GB of any significant issues or risks arising. 7. Relationship with the Governing Body and Governance Committees 7.1 The ratified minutes of all meetings of the Committee shall be formally recorded and submitted, together with recommendations where appropriate, to the Quality Committee (to NOTE) & Governing Body. The submission to the Governing Body shall include detailed submission of any matters requiring decision. 7.2 The Committee will submit an Annual Report to the Governing Body, following a self-assessment exercise in respect of its performance against fulfilment of its functions as detailed in these Terms of Reference. 7.3 The Committee shall review the Primal Financial Policies and any other policies related to Contract and Finance, including Standards of Business Conduct Policy and its subsidiary policies including Conflict of Interests, NHS North West Surrey Clinical Commissioning Group s Constitution

141 Code of Conduct, Gifts and Hospitality and Commercial Sponsorship as they relate to Strategic Commissioning and Finance staff. 7.4 Where necessary, recommendations shall be made to the Audit & Risk Committee Sub-Groups. Any material concerns shall be reported directly to the Audit & Risk Committee 7.5 The Chair of the Committee shall submit, where necessary, a written report on issues of concern to the Governing Body, where assurance cannot be given or where the monitoring of performance raises issues of concern. 8. Policy and best practice 8.1 The Committee is authorised by the Governing Body to instruct professional advisors and request the attendance of individuals and authorities from outside the Group with relevant experience and expertise if it considers this necessary for or expedient to exercise its functions. 8.2 The Committee is authorised to obtain such internal information as is necessary and expedient to the fulfillment of its functions. 9. Conduct of the Committee 9.1 These Terms of Reference will be reviewed by the Governing Body at least once annually. NHS North West Surrey Clinical Commissioning Group s Constitution

142 ANNEX 9 PRIMARY CARE COMMISSIONING COMMITTEE Terms of Reference 1. Introduction 1.1 The NHS North West Surrey Clinical Commissioning Group's (the CCG s) Governing Body hereby resolves to establish a committee of the Governing Body known as the Primary Care Commissioning Committee (known as the PCCC or 'the Committee') in accordance with Schedule 1A of the National Health Service Act 2006 (as amended) ("the NHS Act"). 1.2 The Committee is established in accordance with the CCG's constitution and the delegation by NHS England (also known as 'the NHS Commissioning Board' or the Board under section 13Z of the NHS Act (set out in schedule 1 to these terms of reference). These terms of reference set out the membership, remit, responsibilities and reporting arrangements of the Committee and shall have effect as if incorporated into the CCG's constitution 2. Statutory Framework NHS North West Surrey Clinical Commissioning Group s Constitution