Schedule of Decisions Reserved to the Board and the Scheme of Delegation

Schedule of Decisions Reserved to the Board and the Scheme of Delegation April 2014 1

Contents Introduction... 3 Schedule of Decisions Reserved to the Board... 3 Decisions/Duties delegated by the Board to s... 6 Scheme of Delegation of Powers from the Constitution... 7 Scheme of Delegation of Powers from the Board Standing Orders... 7 Scheme of Delegation of Powers from the Standing Financial Instructions (SFIs)... 8 Other issues to be delegated... 11 2

Introduction 1. The NHS Foundation Trust Code of Governance requires that there should be a formal schedule of matters specifically reserved for decision by the Board. This document sets out the powers reserved to the Board and those that the Board has delegated. 2. The Board remains accountable for all of its functions; even those delegated to the Chair, individual directors or officers and would therefore expect to receive information about the exercise of delegated functions to enable it to maintain a monitoring role. 3. All powers of the Trust which have not been retained as reserved by the Board or delegated to a committee or sub-committee of the Board shall be exercised on behalf of the Board by the Chief Executive or another executive director. 4. The Chief Executive is ultimately accountable to the Board, and as Accountable Officer, to the of State for Health, for ensuring that the Board meets its obligations. The Chief Executive has overall executive responsibility for the Trust s activities; is responsible to the Chair and the Board for ensuring that targets are met. 5. The Scheme of Delegation identifies any functions which the Chief Executive shall perform personally and those delegated to other directors or officers. Whilst the detailed responsibility can be further delegated the Chief Executive remains accountable for that responsibility to Board. All powers delegated can be re-assumed by him/her should the need arise. 6. The Scheme of Delegation shows only the "top level" of delegation within the Trust. The Scheme is to be used in conjunction with the system of budgetary control and other established procedures within the Trust. 7. In the absence of a director or officer to whom powers have been delegated those powers shall be exercised by that director or officer's superior unless alternative arrangements have been approved by the Board. If the Chief Executive is absent powers delegated to him/her may be exercised by the Deputy Chief Executive Officer or in his/her absence by the Executive Director who is formally acting-up as Chief Executive. Formal acting-up status shall be confirmed in writing by either the Chief Executive or the Chair. 8. The Scheme of Delegation is reviewed annually. 9. As part of ensuring a sound system of corporate governance prevails, there is a requirement for staff with budgetary and/or senior managerial responsibility to sign a statement acknowledging awareness of this document and the Standing Financial Instructions, and agreeing to apply them to their everyday approach to carrying their work for the Trust. This approach promotes compliance and effectiveness. Schedule of Decisions Reserved to the Board Constitution Decision reserved to the Board Ref 3 To exercise the powers of the Trust as set out in the 2006 Act, subject to any restrictions in the Terms of Authorisation, or delegated to a committee of directors or an executive director. 19 Determine the rates for travelling and other expenses for Governors. 21 Determine the composition of the Board of Directors. 35 & 36 Make available for inspection by members of the public: the Constitution, current licence, latest Annual Accounts and Auditor s report, latest Annual Report, latest Annual Plan and a copy of any notice given under section 65 of the 2006 Act. 38 Establish an Audit. 3

Constitution Decision reserved to the Board Ref 39 Keep accounts. 40.1 Prepare an Annual Report and send it to Monitor. 40.2-40.6 Prepare a Forward Plan and send to Monitor. 40.4 Receive the views of the Council of Governors on the Forward Plan. 41 Present the Annual Accounts, Auditor s report and Annual report to the Council of Governors. 42 Authorise the fixing of the seal. Annex 3 Specify the partnership organisations who can appoint Governors to the Council of Governors. Annex 4, Appoint a returning officer for elections to Council of Governors. Rule 4 Annex 4, Determine the remuneration and expenses payable to the returning officer. Rule 6 Annex 4, Make available for inspection by members of the public the statement of nominated Rule16 candidates and nomination papers. Annex 4, Provide the returning officer with a list of constituency members eligible to vote. Rule 22 Annex 4, Retain documents relating to elections to the Council of Governors and make these Rule 55 & 56 available for public inspection, subject to the restrictions in the election rules. Annex 4, Compile information about the candidates and publish information about the Rule 61 & 62 candidates and the election. Annex 8, Determine and pursue a membership strategy to ensure that actual membership is Appendix 1, representative of those eligible for membership. Section 1.1 Annex 8, Appendix 3, Section 1 Annex 8, Appendix 3, Section 4 Purchase indemnity insurance cover for governors, Directors and the Company, who have acted honestly and in good faith. Interpret any ambiguity, meaning or internal inconsistency within the Constitution. Standing Decision reserved to the Board Order Ref 4.1.1 Determine the timing and location for Board meetings and whether these should be held in public. 17.1 Approve the Scheme of Reservation and Delegation of Powers to the Board. 17.2 Determine the functions to be delegated to committee, sub-committee or an officer of the Trust. 17.3 / 17.4 Determine the delegation of executive powers to committees or sub-committees and agree their terms of reference and powers. 18.7 Board to establish: Audit & Assurance Remuneration and Nominations Charitable Funds Where necessary, Dispute Resolution (refer to Annex 8, Appendix 2, Section 2) 22 Authorise the use of the Trust seal. 24 Agree to the suspension of Standing Orders at any meeting. 26 Cooperate with the Council of Governors. 4

SFI Ref Decision reserved to the Board 1.2.1 Formulate the financial strategy Approve budgets Define and approve essential features of important procedures and financial systems Define delegated responsibilities. 4.4 Approve Annual Report and Accounts including the auditor s report. (NB Due to timing this may, in exceptional circumstances, be delegated to the Audit and Assurance.) 8.1.1 Regularly review and maintain capacity and capability to provide mandatory goods and services per the terms of the licence. 9.1 Establish an Appointment and Remuneration. 10.1.1 Approve the level of non-pay expenditure. 11.1.3 Approve application for a loan/overdraft. 11.1.5 Approve all long-term borrowing. 11.3.3 Approve investments made in forming/acquiring an interest in bodies corporate. 12.1.1 Establish an Investment Group. 12.6.2 Approve Estate Strategy and acquisition of property (freehold & lease) over 250,000. 12.6.8 Approve disposal of property over 100,000. 12.6.10 & Seek approval from Monitor for the disposal of protected assets and major 12.6.11 disinvestments. 12.6.12 Approve the granting of property leases where the annual value is in excess of 250,000. 16.1 Provide safe custody for money and other personal property of patients. UHS Pharmacy Limited (wholly owned subsidiary) Decision reserved to UHS Board Determine the size and composition of the UHS Pharmacy Limited Board of Directors. Sole power to appoint the UHS Pharmacy Limited Board. Approval of changes to services provided by UHS Pharmacy Limited. Approval of changes to UHS Pharmacy Limited Articles of Association. Commercial Estates Development Partnership Joint Venture LLP Decision reserved to UHS Board Agreement reference 4.5 Incorporation of Subsidiaries to the LLP. 4.6.2, 9.4 Approve, replace or modify the LLP Business Plan. 8A2 Agree to any debt financing for running of the LLP business. 11.2 Appointment of UHS representatives to the LLP Management Board. 15.2.1 Issue of Partnering Agreement Termination Notice (i.e. Deadlock Notice). 19 Winding up of the LLP. Schedule 3 Undertake any action which is inconsistent with, or omit to undertake any action which is required by, the LLP Business Plan then in force. 5

LLP Decision reserved to UHS Board Agreement reference Schedule 3 Enter into any transaction or arrangement with any Member or Management Board Member or director of any subsidiary undertaking of the CEDP (or any Connected Person of such Member or Management Board Member), including for any debt funding. Schedule 3 Appoint any chief executive, manager, chief finance officer or similar office to any of them. Schedule 3 Establish any pension scheme. Schedule 3 Factor or assign any book debts. Schedule 3 Declare or pay any dividend or make any other distribution otherwise than in accordance with the LLP Agreement. Schedule 3 Borrow any sum (so that entry into any finance lease but not the granting of normal trade credit shall be deemed to be borrowing) other than in accordance with the LLP Business Plan then in force. Schedule 3 Create any encumbrance over the whole or any part of its undertaking, property or assets except for the purpose of securing the indebtedness of the CEDP to its bankers for sums borrowed other than as contemplated by any LLP Business Plan then in force. Schedule 3 Enter into or terminate any partnership, joint venture or profit-sharing agreement or enter into any collaboration agreement. Schedule 3 Grant any rights, by licence or otherwise, in or over any Intellectual Property Rights owned or used by the CEDP. Schedule 3 Take any major decisions relating to the initiation or conduct (including settlement) of material proceedings to which it is or would become a party. Schedule 3 Subject to any provision of the LLP Agreement which requires the winding up of the CEDP, propose or commence any liquidation proceedings. Schedule 3 The admission of any new Member in accordance with LLP clause 3.4. Schedule 3 Approval to develop outline business case under New Project Approval Process. Schedule 3 Approval of outline business case under New Project Approval Process. Schedule 3 Approval of Detailed Business case under New Project Approval Process. Schedule 3 Approval of Financial and Contract Close under New Project Approval Process. Decisions/Duties delegated by the Board to s Audit and Assurance Appointment and Remuneration Trust Executive Duties delegated by the Board See Terms of Reference (available from Trust Company ). In addition: SFI 11.3.2 Set investment policy. Oversee all investment transactions. Approve treasury policy. SFI 11.3.4 Approve short term investment vehicle. See Terms of Reference (available from Trust Company ) See Terms of Reference (available from Trust Company ) 6

Southampton Hospital Charitable Funds Duties delegated by the Board See Terms of Reference (available from Trust Company ) Scheme of Delegation of Powers from the Constitution Constitution Ref Annex 5, Section 1 Annex 5, Paragraph 1.1.6 Annex 6, Section 4.2 Annex 6, Section 4.3 Annex 6, Section 4.7 Annex 6, Section 4.8 Annex 6, Section 4.9 Annex 6, Section 6 Annex 6 Section 11 Annex 8, Appendix 1, Section 2.1 Delegated to Trust Company Chair Chair / Senior Independent Director Chair Chair Chair Trust Company Trust Company Trust Company Trust Company Authorities / Duties Delegated Monitor the eligibility of governors to serve on the Council of Governors. Determine whether a governor has a material conflict of interest. Call meetings of the Council of Governors. Serve notice of a Council of Governors meeting on governors. Determine motions to be debated at the Council of Governors. Determine whether an issue is put to the Council of Governors vote, retaining the casting vote should that be necessary. Draw up the minutes of a Council of Governors meeting. Maintain governor Register of Interests. Ensure that governors understand their responsibilities as set out in the Standing Orders for the Council. Inform disqualified members that they will be / have been removed from the register of members. Scheme of Delegation of Powers from the Board Standing Orders Standing Delegated to Authorities / Duties Delegated Order Ref 4.2.1 & 5 Chair Serve notice of the agenda on Board members along with supporting papers. 6.6 Chair Accept proposals for emergency motions to be discussed at Board meetings. 7 Chair Determine whether a motion should be put to the vote and hold the casting vote if necessary. 13 Chief Executive Responsible for the overall performance of the Trust. 14 Finance Director Responsible for the provision of financial advice and for the supervision of financial control and accounting systems. 16 Chair Interpretation of the Standing Orders and Standing Financial Instructions and questions of order. 17.5 Chief Executive Determine the functions he/she will perform personally and nominate officers to perform the remaining functions. 7

Standing Delegated to Authorities / Duties Delegated Order Ref 19 Trust Company Maintain a Board of Directors Register of Interests. 20 & 21 Trust Company Hold the Common Seal of the Trust and register all uses. 23 Chief Executive Sign any agreement or document which is not requested to be executed as a deed, provided that the subject matter has been approved by Board or the committee with delegated authority. 27 Chief Executive Issue Standing Orders and Standing Financial Instructions to members of the Board and officers and ensure that they understand their responsibilities as set out in these documents. Scheme of Delegation of Powers from the Standing Financial Instructions (SFIs) SFI Ref Delegated to Authorities / Duties Delegated 1.1.8 Audit and Assurance Referring action or ratification of any non-compliance with SFIs. Also need to be disclosed to the Finance Director. 1.2.6 & 1.2.9 Chief Executive Ensuring that all members of the Board and employees of the Trust understand their responsibilities within SFIs. 1.2.7 Finance Director Ensuring that SFIs are appropriate and up to date Implementing the Trust s financial policies Maintaining an effective system of internal financial control Maintaining records of financial transactions Providing financial advice to Board and employees. 1.2.8 & 1.2.9 All directors, staff and contractors Security of Trust property, avoiding loss, exercising economy and efficiency in the use of resources, and conforming to the Constitution, Standing Orders, SFIs and the Scheme of Delegation. 2.1.1 Finance Director Ensuring there are arrangements to review, evaluate and report on the effectiveness of internal financial control, including the establishment of an effective internal audit function. Ensuring that the Internal Audit service to the Trust is adequate and meets Monitor s mandatory internal audit standards. Ensuring that an annual internal audit report is prepared for the consideration of the Audit and Assurance. 2.2.2 Head of Internal Audit 2.3 Chief Executive / Audit & Assurance 2.4 Chief Executive / Finance Director Reviewing, appraising and reporting upon compliance with established policies and procedures such as the Audit Code. Ensure that an external auditor is appointed in compliance with the constitution and that they comply with the Audit Code. Ensure that the Council of Governors are aware as appropriate. Ensure compliance with the directions on NHS fraud and corruption. Appoint a Local Counter Fraud Specialist and consult with him/her as to the involvement of the police in cases of fraud 8

SFI Ref Delegated to Authorities / Duties Delegated and corruption. 2.5 Chief Executive Control and coordinate security management. Appoint a Local Security Management Specialist. 3.1.1 Chief Executive Submit to the Board the Annual Trust Business Plan which takes into account financial targets and forecast limits of available resources. 3.1.3 Finance Director Prepare and submit an annual budget. 3.1.5 Finance Director Monitor financial performance against budget and report to Board. 3.1.7 Chief Executive Approve business cases up to 100,000. 3.1.7 Trust Executive Approve business cases over 100,000. Refer to Board if required. 3.1.8 Finance Director Ensure that adequate training is delivered to budget holders to help them manage successfully. 3.2.1 Budget holders The management of a budget to permit performance of a defined range of activities. 3.3 Finance Director Devise and maintain systems of budgetary control including monthly reports to Board containing sufficient information to ascertain financial performance. 3.3.3 Chief Executive Identify and implement cost improvement programmes. 3.5.1 Chief Executive Appropriate monitoring forms and returns are submitted to Monitor. 4.1 Finance Director Prepare annual financial accounts and returns ensuring that they comply with current guidelines. 4.2 Director of Prepare an Annual Report. Communication and Public Engagement 4.5 Finance Director Submit the annual report and accounts to Monitor. 4.7 Director of Nursing Prepare the Annual Quality Account. 4.8 Chief Executive & Chair Sign the Statement of Directors Responsibilities in Respect of the Quality Report. 5.1.1 & 5.4.1 Finance Director Advise on and manage the Trust s banking arrangements ensuring that these are reviewed regularly. 5.1.2 Audit & Assurance Review banking arrangements. 5.1.3 Audit & Assurance Approve the opening of new bank accounts. 5.2.2 Finance Director Managing the Trust s Government Banking Service (GBS) bank account, establishing non-exchequer bank accounts, ensuring funds stay in credit unless arrangements have been made, monitoring the level of cleared funds and ensuring they comply with guidance, and ensuring covenants are adhered to. 5.3 Finance Director Prepare detailed instructions of the operation of GBS accounts and advise the Trust s bankers of the conditions under which accounts will be operated. 6.1 Finance Director Design and maintain income systems. 6.2.2 Finance Director Approve and review the level of all fees and charges. 6.2.3 All Staff Inform the Finance Director of income arising from transactions which they have initiated. 6.3.1 Finance Director Take appropriate recovery action on all debts. 9

SFI Ref Delegated to Authorities / Duties Delegated 6.4 Finance Director Provide the required documents for recording cash, cheques and negotiable instruments, and ensure adequate system and procedures for handling cash etc. 7 Chief Executive Arrangements for tenders where UHS is the procuring body. 7.5.2 Chief Executive Report the acceptance of any late tenders to the Board. 7.7.2 m Head of Corporate Report all waiving of variation of competitive tendering/quotation Affairs 7.8.2 Director of Procurement procedures to Audit & Assurance. Approve any subsequent lease contract award where a competitive tender ratification process has already been conducted for goods or equipment. 8 Chief Executive Arrangements for contracts re provision of services. 9.3.1 Budget holder Recruit to vacancies provided that this is within the establishment. 9.4.1 Director of Human Final determination of pay, conditions of service etc. Resources 9.4.2 & 9.4.3 Finance Director Agreement and management of Payroll Contract and arrangements within the Trust relating to payroll. 10.1.1 Chief Executive Determine level of delegation of non-pay expenditure to budget managers. 10.1.2 Chief Executive Set out procedures on seeking professional advice regarding the supply of goods and services. 10.2 Chief Executive Set out the list of managers and their limits for requisitioning goods and services. 10.3.3 Finance Director Prompt payment of accounts and claims. 10.3.4 Finance Director Recommend the thresholds for quotations or tenders and prepare procedural instructions, ensure prompt payment and maintain a system for managing all amounts payable. 11.3.5 11.3.7 Finance Director Determine the investments required and ensure that policies and procedures are drawn up for their operation and maintenance. 12.2 Chief Executive Approval of capital business cases up to 1m subject to any additional controls being in place. 12.4.1 Chief Executive Maintain registers of assets. 12.4.3 Finance Director Prepare procedural instructions in disposal of assets. 12.4.6 Finance Director Approve procedures for reconciling fixed asset accounts to fixed asset register. 12.5.1 Chief Executive Establish procedures for the control of fixed assets. 12.5.2 & Finance Director Approve asset control procedures and manage process. 12.5.3 12.6.3 Chief Executive Approve acquisition of property up to 250,000. 13.1.2 Chief Executive Systems of control for stores and stocks. 13.1.4 - Finance Director Establish procedures for the management of stores and stocks. 13.1.11 14.1 Finance Director Establish processes for disposals and condemnations. 14.2 Finance Director Maintain a register of condemnations, losses and special payments, prepare a fraud response plan, and take appropriate actions for any losses, condemnations and special payments. 15.1.1 Chief Executive Devise and implement procedures to safeguard the Trust s data, programs and computer hardware, have regard to the Data Protection Act 1984, ensure adequate controls over data entry, processing, storage etc. 10

SFI Ref Delegated to Authorities / Duties Delegated 15.1.2 15.1.5 Finance Director Ensure that financial systems are appropriately procured and tested; ensure that there are adequate controls in operation in place. 16.1.3 Finance Director Arrangements for the administration of patient property. 17 Director of Communications & Public Engagement Ensure that the charitable funds are appropriately administered and managed. 17.2.1 Finance Director Prepare the Charity s annual accounts for audit and authorise transactions of funds between investment vehicles. 18.1 Chief Executive Ensure all staff are aware of the behaviour expected of all staff as set out in the Business Conduct Policy. 19 Chief Executive Maintain archives for all records, information and data. 20.1 Chief Executive Ensure that the Trust has a risk management policy and procedures and that these are monitored. 20.2.1 Finance Director Review membership of the Non-Clinical Risk Pooling Scheme and other insurance arrangements. 20.2.2 20.2.5 Head of Corporate Affairs Liaise with insurance brokers; ensure timely reporting of incidents, losses and submission of claims against the third party liability scheme and insurance provision. 20.3 Director of Nursing Manage claims on NHSLA and report activity to Board. 21 Chief Executive Managing claims from staff, patients and the public. 22 Chief Executive Managing Employment Tribunals. 23 Wholly owned subsidiary, hosted body, partnership, collaboration etc. Manage governance process. Other issues to be delegated 10. Certain matters needing to be covered in the scheme of delegation are not covered by SFIs or SOs or they do not specify the responsible officer. These are: Area of responsibility Overall responsibility Data Protection Act Requirements Health and Safety Arrangements Terms and conditions for non-afc staff UHS Pharmacy Ltd (wholly owned subsidiary) Commercial Estates Development Partnership Joint Venture Director of IM&T Director of Nursing Chief Executive provided this is in line with the AfC terms and conditions See UHS Pharmacy Ltd Schedule of Decisions Reserved to the Board. Alastair Matthews, Mike Murphy and Alyson O Donnell appointed as directors. Sarah Anderson appointed as company secretary. Finance Director, Director of Strategy and Project Director Commercial Development appointed as directors. 11

Hosted bodies (various organisations and arrangements) Named responsible officer and directors (various, e.g. Caldicott Guardian) See separate register maintained by the company secretary/head of corporate affairs See separate register maintained by the company secretary/head of corporate affairs 11. This scheme of delegation covers only matters delegated by the Board to directors and certain other specific matters referred to in SFIs. Each Director is responsible for the delegation within his/her Directorate. He/she should produce a scheme of delegation for matters within his/her Directorate. In particular the scheme of delegation should include how the directorate budget and procedures for approval of expenditure are delegated. 12