GOVERNING BODY MEETING 26 th November 2014 Agenda Item 2.4

GOVERNING BODY MEETING 26 th November 2014 Agenda Item 2.4 Paper Title Purpose of paper Amendments to the Constitution of NHS Eastern Cheshire Clinical Commissioning Group This paper outlines amendments to the Constitution of the Clinical Commissioning Group (CCG) which will need to be approved by the GP Practice membership of the CCG and for ratification by the Governing Body, prior to submission to NHS England. Key points The amended Constitution needs to be submitted to NHS England by 9 th January 2015. Amendments include: The Scheme of Reservation and Delegation is now a separate document to allow for the necessary process of revision to take place without the statutory constraints on submission dates. Any changes will continue to be subject to the approval of the membership and Governing Body. All statutory committee Terms of Reference have an assurance statement relating to the management of risk, and revised statements aligning the committee roles and responsibilities with the aims and objectives of the CCG, as recommended by the MIAA Committee effectiveness review 2013/14. Full revision of the Terms of Reference for the Remuneration Committee Significant revision of the Terms of reference for the Clinical Quality and Performance Committee, including the membership of the committee. Minor amendments to the Governance and Audit Committee, including the responsibility of reviewing and approving the Annual Accounts on behalf of the Governing Body. Minor typo corrections and alterations to reflect new governance structures and other changes. Amendments to joint arrangements and inclusion of model wording for joint commissioning arrangement with other CCGs and with NHS England The Governing Body is asked to: Approve Decide Ratify Note for information Endorse Report Author Matthew Cunningham Corporate Services Manager Contributors Mike Purdie Corporate Programmes and Governance Manager

NHS ECCCG Governing Body Meeting 26 November 2014 Agenda Item 2.4 Amendments to the Constitution of Clinical Commissioning Group 1. Executive Summary 1.1 Every Clinical Commissioning Group (CCG) must have a Constitution and it must comply with the particular requirements of the NHS Act 2006 as amended by the Health and Social Care Act 2012 ( the Act ). 1.2 The CCG Constitution is a key document for each CCG thatt sets out various matters including the arrangements that it has made to discharge its functions and those of its Governing Body; its key processes for decision making, (including arrangements for ensuring openness and transparency in the decision making of the clinical commissioning group and its governing body) and arrangements for managing conflicts of interest. 1.3 Under section 14E of the Act, the CCG may apply to NHS England to vary its constitutionn (including doing so by varying its area or its list of members). If NHS England grants the application, the variation to the Constitutionn will come into effect. 1.4 The CCG has reviewed the guidance around amending the Constitutionn and has made the necessary amendments to the Constitution in line with Procedures for clinical commissioning group constitution change, merger or dissolution. 1.5 Due to the timing of receiving additional guidance with respect to model wording for CCG constitutions in relation to co-commissioning arrangements, the CCG has been unable to seek approval of the amendments to the Constitution from its membership prior to the publication of this paper. 1.6 The CCG has submitted the proposed revisions to the CCG GP practice membership requesting approval of the revisions from the GP Practice membership ahead of the Governing Body meeting on the 26 th November 2014. (Appendix A). 1.7 Subject to confirmation of the receipt of endorsement with regards to Constitution amendments from at least 60% of the member practices, the Governing Body is asked to ratify the revised CCG Constitution (Version 1.3). The revisions are clearly outlined in the amendments log (Appendix B) and highlighted within the full document (Appendix C). 1.8 Upon ratification by the Governing Body the CCG will be in a position to make an application to NHS England through the regional CCG Assurance and Development Team, Regional Director of Operations and Delivery by Friday 9 th January 2015. The CCG will also be sharing the revised Constitutionn with the area team s Director of Operations and Delivery beforee formally submitting the application.

NHS ECCCG Governing Body Meeting 26 November 2014 Agenda Item 2.4 1.9 NHS England will acknowledge all applications within two weeks of receipt and will notify the CCG in writing of the outcome of its decision within 8 weeks. 2. Recommendation(s) 2.1 The Governing Body is asked to: ratify the revised Constitutionn support the submission of the application to NHS England to make CCG Constitution changes to the 3. Reasonss for Recommendation(s) 3.1 Ahead of submission to NHS England, Governing Body ratification is required following the approval by a minimum of 60% the CCG GP Practice membership. 4. Peer Group Area / Town Area Affected 4.1 All. 5. Population Affected 5.1 All Eastern Cheshire patients 6. Finance 6.1 None specific to the submission of the amendment constitution. Amendments to the Constitution with respects to co-commissioning arrangements, the development of joint committees and pooled budgets do have financial implications. 7. Quality and Patient Experience 7.1 None specific to the submission of the amended constitution. 8. Equality 8.1 None specific to the submission of the amended constitution. 9. Legal 9.1 The process for seeking approval following statutory processes as outlined within the Constitution. 10. Communication 10.1 Proposed revisions to the CCG Constitution were submitted to the CCG GP practice membership on Wednesday 19 November 2014, seeking approval by Tuesday 25 th 2014. 11. Background and Options 11.1 In May 2013 NHS England issued Procedures for clinical commissioning group constitutionn change, merger or dissolution which set out the procedures in the circumstances wheree a CCG would want to apply to NHS England to make changes to its constitution.

NHS ECCCG Governing Body Meeting 26 November 2014 Agenda Item 2.4 11.2 Amendments to the CCG Constitution covers the following areas: the Scheme of Reservation and Delegation is now a separate document to allow for the necessary process of revision to take place without the statutory constraints on submission dates. Any changes will continue to be subject to the approval of the membership and Governing Body all statutory committee Terms of Reference have an assurance statement relating to the management of risk, and revised statements aligning the committee roles and responsibilities with the aims and objectives of the CCG, as recommended by the MIAA Committeee effectiveness review 2013/14 full revision of the Terms of Reference for the Remunerationn Committee significant revision of the Terms of reference for the Clinicall Quality and Performance Committee, including the membership of the committee minor amendments to the Governance and Audit Committee, including the responsibility of reviewing and approving the Annual Accounts on behalf of the Governing Body minor typo corrections and alterations to reflect new governance structures and other changes amendments around petitioning GP Peer Group appointments to the Governing Body voting rights on the Governing Body amendments to joint arrangements and inclusion of model wording for joint commissioning arrangement with other CCGs and with NHS England 11.3 There are usually two opportunities a year to apply, in June and November. Due to the changes that came into effect from 1 st October 2014 as a result of the passing of a legislative reform order (LRO) through Parliament 1 and the resulting changes that would be required in CCG Constitutions that would allow CCGs and NHS England to form joint committees to exercise their functions, the submission date for amendment to CCG Constitutions was moved from November 2014 to 9 th January 2014. 11.4 The application will include: a copy of the Change Log, clearly signposting the amendments (Appendix B); a copy of the revised CCG Constitutionn Version 1.3 (Appendix C) a letter from the Chair and Chief Officer (serving as the equired self-certification checklist ) giving assurance that the constitution continues to meet the requirements of the Act, and that the member practice practices have agreed the proposed changes. This will be draftedd post approval from the membership and ratification by the Governing Body a completed impact assessment of the changes, which covers the factors required to be considered by NHS England set out with the guidance (Appendix D). 1 http://www.legislation.gov.uk/uksi/2014/2436/pdfs/uksi_20142436_en.pdf

NHS ECCCG Governing Body Meeting 26 November 2014 Agenda Item 2.4 12. Access to furtherr information 12.1 For furtherr information relating to this report contact: Name Designation Date Telephone Email Matthew Cunningham Corporate Services Manager 18/11/14 01625 663339 matthew. cunningham@nhs.net 13. Appendices Appendix A Appendix B Appendix C Appendix D Letter to CCG GP Practice Membership Amendments Log CCG Constitution V1.3 CCG Constitutionn Changes Impact Assessment

NHS ECCCG Governing Body Meeting 26 November 2014 Agenda Item 2.4 Governancee Priorr Committee Approval / Link to other Committees Prior approval equired from the GP Practice membership of the CCG CCG Five Year Strategic Plan programme of work this report is linked to Caring Together Quality Improvement Mental Health & Alcohol Other CCG Five Year Strategic Plan ambitions addressed by this report Increase the number of our citizens having a positive experience of care Increase the proportion of older people living independently at home and who feel supported to manage their condition Reduce the inequalities in health and social care acrosss Eastern Cheshire Improve the health-related quality of life of our citizens with one or more long term conditions, including mental health conditions Ensure our citizens access care to Secure additional years of life for the the highest standard and are citizens of Eastern Cheshire with protected from avoidable harm treatable mental and physical health conditions Ensure that all those living in Eastern Cheshire should be supported by new, better integrated community services Key Implications of this report please indicate Strategic Finance Quality & Patientt Experience Staff / Workforce Consultation & Engagement Equality Legal CCG Values supported by this report please indicate Valuing People Working Together Investing Responsibly Innovation Quality NHS Constitution Values supported by this report please indicate Working together for patients Respect and dignity Commitment to quality of care Compassion Improving lives Everyone counts

REF: 141119 Practices Constitution amends 19 November 2014 To GP Leads Member Practices of CCG 1st Floor West Wing New Alderley Building Macclesfield M District General Hospital Victoria Road Macclesfield Cheshiree SK10 3BL Tel: 01625 663746 Email: jerry.hawker@nhs.net www.easterncheshireccg.nhs.uk Dear Colleague Approval of GP Member Practices to Amendments to the CCG Constitution Appended to this letter is a Governingg Body paper which will w be going to the CCG Governing Body meeting on the 26 th November 2014. Thee paper indicates the amendments to the Constitution of thee CCG which the CCG intendss to submit to NHS England in January 2015. The amendments to the CCG Constitution cover the following f technical and non- to allow technical areas: the Scheme of Reservation and Delegation is now a separate documentt for the necessary process of revision to take place without the statutory constraints on submission dates. Any changess will continue to be subject to the approval of the membership and Governing Body all statutory committee Terms of Referencee have an assurancee statement relating to the management of risk, and revised statements aligning the committee roles and responsibilities with the aims and objectives of the CCG, ass recommended by the Mersey Internal Audit Agency Committee effectiveness review 2013/14 full revision of the Terms of Reference for the Remuneration Committeee significant revision of the t Termss of reference forr the Clinical Quality and Performance Committee, including the membership of o the committee minor amendments to the Governance and Auditt Committee, including the responsibility of reviewing and approving the Annual Accountss on behalf of the Governing Body minor typo corrections and alterations to reflect neww governance structures and other changes amendments around petitioning GP Peer Group appointments to the Governing Body voting rights on the Governing Body amendments to joint arrangements and inclusion of model wording for joint commissioning arrangement with other CCGs and with NHS England Dr Paul Bowen BMBS MRCGP Clinical Chair Jerryy Hawker Chief Officer

The changes to the Constitution were scheduled and are not contingent on any decisions around co-commissioning of primary medical care services, but in respect of joint commissioning arrangements they reflect the requirement to amend the Constitution as a result of the passing in Parliament of the Legislative Reform Order. As outlined within the CCG Constitution, variations to the Constitution of the CCG require the approval of the GP Practice membership. As such we are seeking from each member practice of the CCG approval of the identified variations/amendments to the CCG Constitution. Please can confirmation of your approval of the amendments, or any additional comments, be submitted by Tuesday 25 th November 2014, to: Matthew Cunningham, Corporate Services Manager, matthew.cunningham@nhs.net 01625 663339 or via your Peer Group Lead. We appreciate that the timing to consider and return to the CCG this information is quite tight but it is necessary so as to inform and allow the Governing Body to ratify the decision of the membership. Yours sincerely Dr Paul Bowen BMBS MRCGP General Practitioner Chair, CCG Jerry Hawker Chief Officer CC: GP Peer Group leads: Dr Mike Clark Macclesfield Dr Jennifer Lawn Knutsford Joanne Morton Alderley Edge, Chelford, Handforth, Wilmslow Julie Sercombe Congleton and Holmes Chapel Enc: Paper for Governing Body Page 2 of 2

Appendix B CCG Constitution Changes LOG OF AMENDMENTS TO THE CONSTITUTION 2014 Amendments to the constitution included in Version 1.3 Page and paragraph numbers refer to Version 1.3 of the constitution. Deletions are formatted as follows: deletion Insertions are formatted as follows: Insertion Ref. All 3.1.1 Page 10 Page 17 Page 32 Change Changed incorrect title from Quality and Performance Committee to Clinical Quality and Performance Committee Changed incorrect address for Priorisleigh to: Priorsleigh Medical Centre, Civic Centre Poynton Stockport SK12 1GP 5.1.2 Removal of bullet point (C) Chairing the East Cheshire Partnership Board Amendments to Joint Arrangements 6.6 Joint arrangements 6.6.1 Employment and delivery. The group has entered into joint employment and delivery arrangements with the following clinical commissioning group(s) and or other bodies: a) Joint arrangements for the Provision of Medicines Management with NHS Vale Royal and NHS South Cheshire CCGs b) Joint arrangements for the Provision of Continuing Healthcare and Complex Care with NHS Vale Royal CCG, NHS South Cheshire CCG, NHS Western Cheshire CCG and NHS Wirral CCG. 6.6.2 Joint Commissioning with other Clinical Commissioning Groups. The clinical commissioning group may wish to work together with other CCGs in the exercise of its commissioning functions 6.6.2.1 The CCG may make arrangements with one or more CCG in respect of: a) delegating any of the CCG s commissioning functions to another CCG; b) exercising any of the commissioning functions of another CCG; or c) exercising jointly the commissioning functions of the CCG and another CCG 6.6.2.2 For the purposes of the arrangements described at paragraph 6.6.2.1, the CCG may: make payments to another CCG;

receive payments from another CCG; make the services of its employees or any other resources available to another CCG; or receive the services of the employees or the resources available to another CCG. 6.6.2.3 Where the CCG makes arrangements which involve all the CCGs exercising any of their commissioning functions jointly, a joint committee may be established to exercise those functions. 6.6.2.4 For the purposes of the arrangements described at paragraph 6.6.2.1, the CCG may establish and maintain a pooled fund made up of contributions by any of the CCGs working together pursuant to paragraph 6.6.2.1 (c). 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. 6.6.2.5 Where the CCG makes arrangements with another CCG as described at paragraph 6.6.2.1, the CCG shall develop and agree with that CCG an agreement setting out the arrangements for joint working, including details of: how the parties will work together to carry out their commissioning functions; the duties and responsibilities of the parties; how risk will be managed and apportioned between the parties; financial arrangements, including, if applicable, payments towards a pooled fund and management of that fund; contributions from the parties, including details around assets, employees and equipment to be used under the joint working arrangements. 6.6.2.6 The liability of the CCG to carry out its functions will not be affected where the CCG enters into arrangements pursuant to paragraph 6.6.2.1. 6.6.2.7 The CCG will act in accordance with any further guidance issued by NHS England on co-commissioning. 6.6.2.8 Only arrangements that are safe and in the interests of patients registered with member practices will be approved by the governing body. 6.6.2.9 The governing body of the CCG shall require, in all joint commissioning arrangements, that the lead clinician and lead manager of the lead CCG 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.

6.6.2.10 Should a joint commissioning arrangement prove to be unsatisfactory the governing body of the CCG 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. 6.6.3 Joint commissioning arrangements with NHS England for the exercise of CCG functions 6.6.3.1 The CCG may wish to work together with NHS England in the exercise of its commissioning functions. 6.6.3.2 The CCG and NHS England may make arrangements to exercise any of the CCG s commissioning functions jointly. 6.6.3.3 The arrangements referred to in paragraph 6.6.3.2 may include other CCGs. 6.6.3.4 Where joint commissioning arrangements pursuant to 6.6.3.2 are entered into, the parties may establish a joint committee to exercise the commissioning functions in question. 6.6.3.5 Arrangements made pursuant to 6.6.3.2 may be on such terms and conditions (including terms as to payment) as may be agreed between NHS England and the CCG. 6.6.3.6 Where the CCG makes arrangements with NHS England (and another CCG if relevant) as described at paragraph 6.6.3.2, the CCG shall develop and agree with NHS England a framework setting out the arrangements for joint working, including details of: How the parties will work together to carry out their commissioning functions; The duties and responsibilities of the parties; How risk will be managed and apportioned between the parties; Financial arrangements, including, if applicable, payments towards a pooled fund and management of that fund; Contributions from the parties, including details around assets, employees and equipment to be used under the joint working arrangements; and 6.6.3.7 The liability of the CCG to carry out its functions will not be affected where the CCG enters into arrangements pursuant to paragraph 6.6.3.2. 6.6.3.8 The CCG will act in accordance with any further guidance issued by NHS England on co-commissioning. 6.6.3.9 Only arrangements that are safe and in the interests of patients registered with member practices will be approved by the governing body.

6.6.3.10 The governing body of the CCG shall require, in all joint commissioning arrangements that Accountable Officer of the CCG 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. 6.6.3.11 Should a joint commissioning arrangement prove to be unsatisfactory the governing body of the CCG 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. 6.6.4 Joint commissioning arrangements with NHS England for the exercise of NHS England s functions 6.6.4.1 The CCG may wish to work with NHS England and, where applicable, other CCGs, to exercise specified NHS England functions. 6.6.4.2 The CCG may enter into arrangements with NHS England and, where applicable, other CCGs to: Exercise such functions as specified by NHS England under delegated arrangements; Jointly exercise such functions as specified with NHS England. 6.6.4.3 Where arrangements are made for the CCG and, where applicable, other CCGs to exercise functions jointly with NHS England a joint committee may be established to exercise the functions in question. 6.6.4.4 Arrangements made between NHS England and the CCG may be on such terms and conditions (including terms as to payment) as may be agreed between the parties. 6.6.4.5 For the purposes of the arrangements described at paragraph 6.6.4.2, NHS England and the CCG may establish and 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. 6.6.4.6 Where the CCG enters into arrangements with NHS England as described at paragraph 6.6.4.2, the parties will develop and agree a framework setting out the arrangements for joint working, including details of: How the parties will work together to carry out their commissioning functions; The duties and responsibilities of the parties; How risk will be managed and apportioned between the parties; Financial arrangements, including payments towards a pooled fund

and management of that fund; Contributions from the parties, including details around assets, employees and equipment to be used under the joint working arrangements. 6.6.4.7 The liability of NHS England to carry out its functions will not be affected where it and the CCG enter into arrangements pursuant to paragraph 6.6.4.2. 6.6.4.8 The CCG will act in accordance with any further guidance issued by NHS England on co-commissioning. 6.6.4.9 Only arrangements that are safe and in the interests of patients registered with member practices will be approved by the governing body. 6.6.4.10The governing body of the CCG shall require, in all joint commissioning arrangements that the Accountable Officer of the CCG 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. 6.6.4.11 Should a joint commissioning arrangement prove to be unsatisfactory the governing body of the CCG 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. Page 37 6.7.2 Removed bullet point (c) c) General Practice Representative (Leadership Role). A maximum of two additional General Practice representatives working in a leadership capacity for the CCG can be asked to sit on the Governing and reordered the remaining bullet points in 6.7.3 Added 6.7.2.1 The Governing Body may invite such other person(s) to attend all or any of its meetings, or part(s) of a meeting, in order to assist it 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. 6.7.2.2 The Governing Body will invite the following individuals to attend any or all of its meetings and participate in the way described in paragraph 6.7.2.1: a) One Senior Public Health representative from Cheshire East Council a) General Practice Representative (Leadership Role). A maximum of two additional General Practice representatives working in a leadership capacity for the CCG can be asked to sit on the Governing Body

b) Executive Directors. A maximum of two additional CCG Executive Directors can be asked to sit on the Governing Body Page 55 The Scheme of Reservation and Delegation requires a complete review and update. In order to facilitiate this, it has been removed from the constitution and held as a separate document, which can be ratified by the governing body and membership without submitting it as a constitutional change. 10.2 Standing Orders 10.2.1 This constitution is also informed by a number of documents which provide further details on how the group will operate. These are ratified by the Governing Body and published on the NHS Eastern Cheshire CCG public facing website. They are the group s: a) Standing orders (Appendix E)(Appendix F) 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 (published on the CCG website) (Appendix E) which sets out those decisions that are reserved for the membership as a whole and those decisions that are the responsibilities of the group s 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 I) (Appendix I)(Appendix J) which sets out the arrangements for managing the group s financial affairs Page 67 Page 77 Page Appendix C: Revised the Seven Key Principles of the NHS Constitution to reflect the updated 2013 NHS Constitution Inserted new bullet point 2.2.14 T) In exceptional circumstances where a peer group area is unable to identify a candidate who is able/willing to take up a three year tenure, and/or where a candidate from one of the other peer groups areas has also not been identified and/or approved to take on the role of Peer Group Lead for the area in question, the Chair of the Governing Body can authorise the Accountable Officer to investigate and offer alternative arrangements to secure Locality Peer Group representation on the Governing Body. This could include, but not limited to, reducing the tenure of appointment, increasing number of candidates appointed on a rotating/role share arrangement for the three year tenure or other such arrangement as identified. Candidates would still be subject to the terms outlined in 2.2.14 paragraphs r) and s) Inserted

83 The Senior Public Health Representative as listed in paragraph 6.7.2 of the group s constitution, is subject to the following appointment process: Page 84 Page 84 Inserted 2.2.23 The roles and responsibilities of each of these key roles are set out either in paragraph 6.7.2 or 6.7.2.2 or Chapter 7 of the group s constitution. 3.3 Petitions Removed 3.3.1 Where a petition has been received by the group, the Chair of the Governing Body shall include the petition as an item for the agenda of the next meeting of the Governing Body. Inserted 3.3.1 CCG welcomes petitions and recognises that petitions are one way in which the citizens of Eastern Cheshire can let us know of their concerns. 3.3.2 The CCG will treat as a petition any communication which is signed by or sent to us on behalf of a number of people. For practical purposes, the CCG sets the following requirements before considering a petition: Category Brief Description Signatory Threshold Ordinary petition A petition requesting action by the CCG Minimum of 10 Petition requiring response Petition requiring debate Any petition above a set threshold which requests an action or response by the Executive Team of the CCG Any petition above a set threshold which will require the petition to be considered as an agenda item at the next meeting of the Governing Body 1,000 2,000 3.3.3 Written petitions can be sent to the Corporate Services Manager, Corporate Services, CCG, Floor 1, West Wing, New Alderley House, Victoria Road, Macclesfield, Cheshire, SK10 3BL or email ecccg.easterncheshirecommunications@nhs.net Pages 91,99 and 105 Pages: 97,104 and 108 Inserted new ECCCG structure diagram as at September 2014 and updated individual committee diagrams. Added 3 paragraphs re Assurance framework, to Terms of Reference for Clinical Quality & Performance, Remuneration and Governance and Audit Committees Assurance Framework The Governing Body gains assurance that the organisation is operating within its defined parameters through the Governing Body Assurance Framework. This

provides information on significant strategic risks that may affect the organisation and information on how those risks are being managed.. In order to facilitate this process, the Risk Register will be a standing item on the committee agenda, where risks are identified within the committee and evaluated and where appropriate, recorded or amended on the committees risk register. An updated copy of the risk register will be sent to the PMO or equivalent within 10 working days of a committee meeting having been held. This will then be added to the Corporate Risk Register and form part of the Governing Body Assurance Framework Page 93 Page 95 Page 96 Governance & Audit Committee Added in the following: 2.1 Remit and Responsibilities. The duties of the Governance and Audit Committee will be driven by the priorities, strategic aims and objectives identified by the Clinical Commissioning Group Governing Body. 2.11 Annual Accounts. The committee will review and approve the annual accounts on behalf of the Governing Body. Amended 4.3 as agreed at the 10 th September 2014 Governance and Audit meeting: 4.3 A quorum necessary for the Governance and Audit Committee to undertake its business is defined as: Chair (or nominated Deputy Chair) One of the following in addition to the Chair/Deputy Chair Lay Member or General Practice Representative from the Governing Body Page 97 Amended paragraph title from Meeting Frequency to 5.0 Meeting Frequency & Reporting Arrangements Added in 5.4 The minutes of each meeting will go to the Clinical Commissioning Group Governing Body. Page 99 Remuneration Committee: Note these changes to the Remuneration Committee Terms of Reference were ratified by the Remuneration Committee on 4 th August 2014 Introduction 1.1 The Remuneration Committee (the committee Committee) is established in accordance with Clinical Commissioning Group s(ccg) constitution. These terms of

reference set out the membership, remit, responsibilities and reporting arrangements of the committee and shall have effect as if incorporated upon incorporation into the constitution. CCGs Constitution and Standing Orders. The Committee is a Non-Executive formal Sub Committee of the Clinical Commissioning Group CCG Governing Body and has no delegated executive powers other than those specifically delegated in as specified within these Terms of Reference. The purpose/role of the Committee will be to make have the responsibility of reviewing and monitoring those risks within the Governing Body Assurance Framework appropriate to the remit of Committee, ensuring that any identified risks allocated to the Committee are actioned appropriately and that assurances are sought. It will also be responsible for providing assurance to the Governing Body that all corporate duties in relation to this agenda are compliant and in line with corporate aims and objectives. The Remuneration Committee will also be responsible for making recommendations to the Clinical Commissioning Group Governing Body on determinations about the remuneration matters and determinations about pay, fees, other allowances and terms remuneration of service for CCG employees of the Clinical Commissioning Group and people who provide services to the Clinical Commissioning Group and determination about allowances under any pension scheme it might establish as an alternative to the NHS pension scheme. These recommendations on Agenda for Change (AFC) and non AFC contracts This will include: All aspects of salary (including any performance-related elements/ bonuses) Provisions for other benefits, including pensions and cars Arrangements for termination of employment and other contractual arrangements 2.0 Remit and Responsibilities of the Committee 2.1 In order to fulfil its role effectively, the Committee will: Ensure that its staff are fairly rewarded having proper regard to the organisation s circumstances and performance and to the provisions of any national arrangements or guidance where appropriate. Determine the remuneration packages of each governing body

2.0 Membership member including, where appropriate, bonuses and incentive payments; having regard as required to any national policy or guidance. Determine the policy for and scope of termination/redundancy payments whilst ensuring they are in accordance with national guidelines. Determine any major changes in remuneration structures within the Clinical Commissioning Group. Determine policy on Clinical Commissioning Group specific terms and conditions of service. Determine expenses policy for the Clinical Commissioning Group. Determine relocation policy for the Clinical Commissioning Group. 2.1 The committee Committee shall be appointed by NHS Eastern Cheshire Clinical Commissioning Group as set out in its constitution and may include individuals who are not on the governing body, but must exclude the Chair of the Clinical Commissioning Group. 2.2 The membership will be made up of the following the CCG from amongst its Governing Body members of the governing body, plus any other representatives that are required to attend as determined by the committee Committee. The Committee membership will consist of: Member Lay Member (Governance & Audit)Representative Chair Lay MembersMember Representatives General Practice Locality Peer Group Representatives (Max of 2) Registered Nurse on the Governing Body Secondary Care Doctor on the Governing Body By Standing Invitation Chief Officer (CCG Accountable Officer (Chief Officer)) Director of Finance & Governance CCG Corporate Services Manager Human Resources HR Advisor CCG Administrative (Secreterial) Support Voting Right Yes Yes No No No Appropriate HR advice will be invited as required. Other senior managers No voting member will hold a contract of employment with the CCG other than that for their duties and commitments as a member of

the Governing Body. 2.2 The total number of voting members cannot exceed 50% of the voting members of the Governing Body membership 2.3 Relevant Managers / Officers and external advisers will be invited to attend when they have papers to present. External advisers may be invited to attend for all or part of any meeting in line with agenda items as and when appropriate. 2.5 No committee attendee shall participate in any discussion or decision on their own remuneration without having first submitted a Declaration of Interest. 2.6 Members of the Committee will be listed in the CCG annual report and accounts 3.0 Remit and Responsibililities of the Committee 3.1 In order to fulfil its role effectively, the Committee will: review and approve the application of national guidance related to remuneration and conditions of service for the CCG workforce under AfC and non-afc terms and conditions (T&C s) to ratify any amendments or variations to the CCG Governing Body recruitment and appointment policy as set out in the CCG Constitution to ratify the appointment process for any CCG employees onto the Governing Body, including job description, remuneration and T&Cs, where not covered in the CCG Constitution determine allowances under any pension scheme the CCG might establish as an alternative to the NHS pension scheme review and consider evidence collected regarding the performance of the Accountable Officer and other senior team members on VSM or other non AfC Contracts when determining annual salary awards approve the severance payments of the GP Chair, Accountable Officer, Chief Finance Officer and of other senior staff on VSM or other non AfC Contracts have the responsibility of reviewing and monitoring those risks within the Governing Body Assurance Framework appropriate to the remit of Committee, and to ensure that any identified risks allocated to the Committee are actioned appropriately and that assurances are sought. Receive for information the minutes of the CCG Workforce Committee 3.2 In making its recommendations and decsisions the Committee will take into account: provisions of any national guidance arrangements relevant legislation (in particular anti-discrimination and equal pay legislation)

best practice and affordability employee relations and relevant staffing matters within the CCG remuneration levels elsewhere in the NHS and other relevant labour markets trends and developments in non-pay benefits and terms and conditions organisational performance auditor requirements existing terms and conditions of service statutory health and safety legislation and best practice CCG values and principals. 4.0 Meeting Arrangements 4.1 The position of Chair of the Remuneration Committee will be held by an appointed Lay Member of the Clinical Commissioning Group CCG Governing Body and will can only be deputised by another lay member. Both Lay Member of the NHS Eastern Cheshire CCG Governing Body. In the position of Chair, the postholder will: Encourage encourage contributions from all members/attendees Promote promote a culture of openness, transparency, constructive challenge and honesty Facilitate facilitate discussion to ensure the outcomes are concise and focused and that the meetings run to time. 4.2 An appointed secretary will be responsible for supporting the Chair in the preparation and circulation of agendas, papers and minutes. The secretary will take minutes 4.3 Quorate: A quorum necessary for the Remuneration Committee to undertake its business is defined as: CommitteeChair ( or nominated Deputy Chair ) At least One Lay Member One other Committee members, one of which must either be a: o Lay Member o General Practice Locality Peer Group Representative o Registered Nurse on the following: Governing Body Lay Member Secondary Care Doctor on the Governing Body 4.4 The Remuneration Committee should (at least annually) review its own performance, membership and Terms of Reference to ensure it has discharged its functions as intended. Any changes to the Terms of Reference should be approved by the Governing Body.

4.5 The minutes of the Committee shall be formally recorded by the Committee Secretary and submitted to the Governing Body. The Chair of the Committee shall draw to the attention of the Governing Body any issues that require disclosure or require executive action. 4.5 The Committee is authorised by the Governing Body to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee. 4.6 The Committee is authorised by the Governing Body to obtain outside legal or other independent professional advice and to secure the attendance of advisers with relevant experience and expertise if it considers this necessary. 4.7 Matters for consideration by the Committee may be nominated by any member of the Committee or the Chief Officer (Accountable Officer) or appropriate Human Resource HR representative. 4.8 The committee Committee shall have the delegated authority to commission, review and authorise policies that are linked to its key duties and where specifically delegated by the Governing Body. 4.9 Reporting. Following a Committee meeting the draft minutes will be sent to all Committee members within ten working days of the meeting and ratified by a quorate number of Committee members within five working days of the draft minutes being sent out. No decisions or actions will be enacted until the Chair signals approval of the ratified minutes to the Accountable Officer and HR Advisor. Ratified copies of the minutes will be submitted to the Governing Body. Meeting Frequency 5.1 The meeting frequency Committee shall be held meet as a minimum on four occasions during the financial year. When as required but not less than twice a year. Additional additional meetings may be called if required. All meetings will set a date which will enable the collection and production of reports in a timely manner. by the Chair of the Committee and Accountable Officer. 5.2 All agenda items will be subject to the approval by the Remuneration Committee Chair and Accountable Officer and will be required at least ten working days prior to the meeting date. 5.3 Agenda: Members shall be notified at least ten working days in

advance that a meeting is due to take place. 5.4 Agendas and papers will be issued electronically one week prior to reports shall be distributed to members five working days in advance of the meeting (paper copies will be date. However, in exceptional circumstances, to ensure confidentiality of proceedings, it may be necessary for reports to only be made available by request) on the day of the meeting. This will be at the determination of the Committee Chair. 6.0 Declarations of Interest Conduct 6.1 Individuals contracted to work with or appointed to the group s committees will comply with the group s standard of business conduct policy including the requirements for declaring conflicts of interest. All members are required to make open and honest declarations of the interest at the commencement of each meeting or to notify the Committee Chair of any actual, potential or perceived conflict of interest in advance of the meeting. 6.2 In order to facilitate this process, Declaration of interests will be a standing item on all agendas and copies of the ratified minutes will be sent to the Governance Manager for the purposes of maintaining the register of interests. 6.3 All new declarations of interest must be notified to the Accountable Officer within 28 days of a member taking office of any interests requiring registrations, or within 28 days of a change to a member s registered interests. Copies of these notifications should be sent to the Corporate Programmes & Governance Manager. All members are required to uphold the Nolan Principles and all other relevant NHS Code of Conduct requirements.

Page 105 Clinical Quality and Performance Committee the changes are outlined in this section Member GP Lead for Clinical Quality GP Member fo Clinical Leadership Team Executive GP for Business Management Team Executive GP for Clinical Leadership Team Quality & Performance Manager or Commissioning Director Head of Business Management as deputy Registered Nurse Governing Body Member Secondary Care Doctor Governing Body Member Lay Member (s) of Governing Body Head of Clinical Developments and Health Outcomes Relevant members of the Executive Team Governing Body, Commissioning Managers and other personnel will be invited to attend meetings as appropriate Corporate Risk Manager CWW CSS NWCSUr Quality and Perfomance Analysts Voting Right Yes Yes Yes Yes Yes Yes Yes Yes Yes No No No 3. Chair & Secretary The role of Chair of the Clinical Quality and Performance Committee will be undertaken by a clinically qualified member of the CCG Governing Body Executive GP/Registered Nurse The role of deputy Chair of the Clinical Quality and Performance Committee will be undertaken by a clinically qualified member of the CCG Governing Body Executive GP/Registered Nurse The Quality and Performance Manager will be responsible for providing the meeting with relevant reports and documentation The administration of the meeting will be by the CCG Corporate Administration team, who will be responsible for supporting the Chair in the preparation and circulation of agendas, papers and minutes. 7. Remit and responsibilities of the committee 7.1To assure the Clinical Commissioning Group Board Governing Body (CCG) that there is effective scrutiny relating to areas of

concern and achievement that affect patient safety by reviewing the following areas by provider directly commissioned by Clinical Commissioning Group: patient experience patient safety incidents or serious untoward incidents complaints, PALs and professional concerns trends mortality and morbidity data progress against CQUIN key national targets Adult and Children s Safeguarding other issues will be raised as necessary 7.2 To approve the annual quality improvement priorities, and objectives, contained within the Operational Plan and to agree the key information requirements to monitor progress to meet these objectives. 8 Relationship with the Governing Body 8.1 The minutes of each meeting will go to the Clinical Commissioning Group Governing Body. This will include a summary performance against the agreed objectives in the CCG operational plan. 9 Policy and Best Practice 9.1 The members of the Committee will make their contributions concisely and keep focused on the desired outcomes applying best practice in their decision making. 9.2 The Committee will request any reports or surveys they deem necessary to fulfil their obligations. 9.3 The committee shall have the delegated authority to commission, review and authorise policies that are linked to its key duties and where specifically delegated by the Governing Body. 9.3 Individuals contracted to work with the groups committees will comply with the group standard of business conduct policy including the requirements for declaring conflicts of interest. In order to facilitate this process, Declaration of interests will be a standing item on all committee and sub-committee agendas Date Agreed 1 October 2014 25th April 2012. Reviewed 27th June in line with National Template. End

NHS EASTERN CHESHIRE CLINICAL COMMISSIONING GROUP CONSTITUTION Version: 1.3 DRAFT (See Appendix K ) NHS Commissioning Board Effective Date: 18th January 2013 V1.2 Amendements Effective Date: 4th December 2013 V1.3 Amendments Effective Date: xx Month 2015 V1.3 Approved by the Governing Body of CCG on xx Month2014 and NHS Commissioning Board on xx Month 2015

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CONTENTS Part Description Page Foreword 5 1 Introduction and Commencement 6 1.1 Name 6 1.2 Statutory framework 6 1.3 Status of this constitution 7 1.4 Amendment and variation of this constitution 7 2 Area Covered 8 3 Membership 9 3.1 Membership of the clinical commissioning group 9 3.2 Eligibility 10 3.3 Applications for membership 11 3.4 Termination of membership 11 3.5 Re-Joining 12 3.6 Expulsion 13 4 Vision, Values and Aims 14 4.1 Vision 14 4.2 Values 14 4.3 Aims 14 4.4 Principles of good governance 14 4.5 Accountability 15 5 Functions and General Duties 17 5.1 Functions 17 5.2 General duties 19 5.3 General financial duties 25 5.4 Other relevant regulations, directions and documents 27 6 Decision Making: The Governing Structure 29 6.1 Authority to act 29 6.2 Scheme of Reservation and Delegation 29 6.3 General 30 6.4 Locality Peer Groups and Governing Body Membership 31 6.5 Committees of the Clinical Commissioning Group 32 6.6 Joint arrangements 32 6.7 The Governing Body 36 7 Roles and Responsibilities 40 7.1 Nominated practice representatives GP Leads and Practice 40 Managers 7.2 Other GPs or Primary Care Health professionals 40 Clinical Commissioning Group - Constitution Page 3

Part Description Page 7.3 All members of the group s Governing Body 41 7.4 The Chair of the Clinical Commissioning group and Governing 41 Body 7.5 The Deputy Chair of the Governing Body 43 7.6 Role of the Accountable Officer 43 7.7 Role of the Chief Finance Officer 44 7.8 General Practice Representatives (Locality Peer Groups and 45 Leadership) 7.9 Lay Members 46 7.10 Secondary Care Doctor 46 7.11 Registered Nurse 47 7.12 Senior Public Health Representative 47 7.13 Joint appointments with other organisations 47 7.14 Indemnity 47 8 Standards of Business Conduct and Managing Conflicts of Interest 48 8.1 Standards of business conduct 48 8.2 Conflicts of interest 48 8.3 Declaring and registering interests 49 8.4 Managing conflicts of interest: general 49 8.5 Transparency in procuring services 52 9 The Group as Employer 54 10 Transparency, Ways of Working and Standing Orders 55 10.1 General 55 10.2 Standing orders 55 Appendix Description Page A List of Lower Super Output Areas for 56 CCG B List of Member Practices 64 C The Nolan Principles 67 D The Seven Key Principles of the NHS Constitution 68 E Standing Orders 70 F Terms of Reference for Governance and Audit Committee 91 G Terms of Reference for Remuneration Committee 99 H Terms of Reference for Clinical Quality and Performance 105 Committee I Prime Financial Policies 111 J Definitions of Key Descriptions used in this Constitution 124 K Amendments to the Constitution 126 Clinical Commissioning Group - Constitution Page 4

FOREWORD We are proud to introduce the Constitution for the NHSS Eastern Cheshire Clinical Commissioning Group. The constitution builds on a long and successful history of working together acrosss the 23 General Practices in Eastern Cheshire, with our stakeholders and most importantlyy our local people andd their communities. This constitution sets out the arrangements made by Clinical Commissioning Group to meet its responsibilities for commissioning care for the peoplee in Eastern Cheshire. It describes the governingg principles, rules and procedures that the group has established d to ensure probity and accountability in the day to day running of the clinical commissioning group; to ensure that decisions are taken in an open and transparent way and that t the interests of patients and the publicc remain central to thee goals of the group.. As a new organisation we are clear that we need to embrace new ways of working. We have made engagement with patients, public, p clinicians and staff a highh priority. Our vision and values are already becoming embedded in the t way we work and our philosophy of one team, working together to support a clinically led commissioning organisation is taking shape. Inspiring better health is not just our vision; it is a commitmentt to empower our patients, communities, clinicians and stakeholders to join a journey to improve the health and wellbeing of our communities through influence,, ownership and personal involvement. We have set out three clear aims as an organisation: to support our population too stay healthy to help patients access integrated services first time, t everyy time to ensure our services aree safe, high quality and a provide the best value care Through our Governing Body meetings in public, annual reports, member practices, patient engagement events and media communications we are committed to keeping our patients, communities and partners informed and involved in our progress in meetingg our aims and in delivering on our plans. Our constitution applies to all of our members; to ourr employees and to anyone who is a member of the group s Governing Body, its committees, sub-committees or anyone elsee acting on behalf of the group. We are proud of our achievements so far and look forward to a future where we will see real and substantive progress in providing the best quality care for the population of Eastern Cheshire. Dr Paul Bowen Jerry Hawker e Clinical Commissioning Group - Constitution Page 5