GOVERNING BODY TERMS OF REFERENCE

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GOVERNING BODY TERMS OF REFERENCE 1.0 Functions 1.1 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 this constitution. 1 The Governing Body may also have functions of the CCG delegated to it by the CCG. The Governing Body s functions include: a) Ensuring that the CCG has appropriate arrangements in place to exercise its functions effectively, efficiently and economically and in accordance with the CCG s 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 CCG 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) Annually receiving and approving a commissioning strategy which takes into account financial targets and forecast limits of available and approve consultation arrangements for the CCG s commissioning plan. d) Approving prior to the start of the financial year budgets for the coming period. e) Periodically reviewing the financial position of the CCG against its allotments, including reviews of expenditure against budgets and implement relevant controls to ensure it delivers its statutory financial obligations. f) The Governing Body shall within the first 12 months of the CCG s establishment, undertake a review into different approaches to the management of out-patient referrals, and clarify the strategic direction for the CCG as a whole. g) Providing assurance to the member practices that its committees are undertaking their functions in accordance with this constitution. h) Oversee the delivery of the Quality Innovation Productivity and Prevention ( QIPP ) initiative. i) Additional functions as defined within section 5 of this constitution. 2.0 Composition of the Governing Body 2.1 The Governing Body shall consist of a maximum of 16 members (13 of which are voting members, with the two local authority representatives and the Director of Commissioning being the non-voting members) and a minimum of 6 members or such other minimum number as may be specified in the CCG Regulations from time to time. The appointment process for each position on the Governing Body is included within Appendix C of the Constitution. The positions are:

a) The Chair (who shall be one of the GP Members Practices or one of the lay members); b) 7 elected representatives of member practices ( GP Member ); c) Two lay members: i) one to lead on audit, remuneration and conflict of interest matters, ii) one to lead on patient and public participation matters; The lay member who leads on audit, remuneration and conflict of interest matters shall be the Deputy Chair if the Chair is a GP. d) The CCG s Chief Nurse; e) One secondary care consultant; f) The Accountable Officer; g) The Chief Finance Officer; h) Up to three other individuals identified and appointed: i) Director of Commissioning. ii) Local Authority Representative, Southend-on-Sea Borough Council, holding a non-voting position. iii) Public Health Representative, Southend-on-Sea Borough Council, holding a non-voting position. 3.0 Committees of the Governing Body The Governing Body has appointed the following committees and sub-committees: a) Audit and Risk Committee b) Remuneration Committee c) Quality, Finance and Performance Committee d) Clinical Executive Committee 3.1 The Governing Body may appoint such other committees as it considers may be appropriate. 3.2 The other committees of the Governing Body (other than the remuneration committee) may include within its membership, individuals who are not members of the Governing Body but who are: a) a GP partner or employee of a member of the CCG; b) a member of another clinical commissioning group; c) a partner or employee of a member of another clinical commissioning group; d) a member of the Governing Body of another clinical commissioning group; e) a director or officer of NHS England; f) a lay person who is over 18 and resides within the area and who is not disqualified from membership of a clinical commissioning group s Governing Body under Schedule 5 of the CCG Regulations.

3.3 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 Governing Body or the committee they are accountable to. 3.4 Each committee and sub-committee of the Governing Body shall regulate its proceedings in accordance with its terms of reference. 3.5 Any decision taken in good faith at a meeting of the Governing Body or any of its committees or sub-committees shall be valid even if there is a vacancy in its membership or it is discovered subsequently that there was a defect in the calling of the meeting, or the appointment of a member attending the meeting. 4.0 All Members of the CCG s Governing Body 4.1 Guidance on the roles of members of the CCG s Governing Body is set out in a separate document 2. In summary, each member of the Governing Body should share responsibility as part of a team to ensure that the CCG exercises its functions effectively, efficiently and economically, with good governance and in accordance with the terms of this constitution. Each brings their unique perspective, informed by their expertise and experience. 4.2 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 and to ensure its transparency; b) building and developing the CCG s Governing Body and its individual members; c) ensuring that the CCG 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 Accountable 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 CCG 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;

k) ensuring that the CCG builds and maintains effective relationships, particularly with the individuals involved in overview and scrutiny from the relevant local authorities. l) Where the chair of the governing body is a GP they will take the lead in interactions with stakeholders, including the NHS Commissioning Board. 4.2.1 The Chair of the CCG will preferably be a GP. If the Chair is not a GP, then the Accountable Officer of the CCG must be a GP. 4.2.2 The Chair of the Clinical Executive Committee must also be a clinician. Both the Chair of the Governing Body and the Chair of the Clinical Executive Committee will ensure that the CCG is clinically led and that a majority of the Governing Body membership will be GPs. 4.3 The Deputy Chair of the Governing Body 4.3.1 The deputy chair of the Governing Body deputises for the chair of the Governing Body where the chair has a conflict of interest, is absent, or is otherwise unable to act. 4.3.2 Where the Chair is a GP member, the Deputy Chair shall be the lay member for governance. 4.4 Role of the Accountable Officer 4.4.1 The accountable officer of the CCG is a member of the Governing Body. 4.4.2 The role and responsibilities of the accountable officer include: a) Being responsible for ensuring that the CCG 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 or its successor body and the National Audit Office) is embodied and that safeguarding of funds is ensured through effective financial and management systems. c) working closely with the chair of the Governing Body, the accountable 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 ongoing capability and capacity to meet its duties and responsibilities. This will include arrangements for the ongoing developments of its members and staff. 4.4.3 In addition to the accountable officer s general duties, where the chair of the Governing Body is not a GP, the accountable officer, who must therefore be a GP, will take the lead in clinical interactions with stakeholders, including NHS England.

4.5 Role of the Chief Finance Officer 4.5.1 The chief finance officer is a member of the Governing Body and is responsible for providing financial advice to the CCG and for supervising financial control and accounting systems. 4.5.2 The role and responsibilities of the chief finance officer include: 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 and monitor the CCG s finances; c) overseeing robust audit and risk arrangements leading to propriety in the use of the CCG s resources; d) being able to advise the Governing Body on the effective, efficient and economic use of the CCG 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; 4.6 Joint Appointments with other Organisations 4.6.1 The CCG may agree joint appointments with other organisations as it considers appropriate. 4.6.2 All joint appointments shall be supported by a memorandum of understanding between the organisations who are a party to them. 5.5 Appointment of members of the Governing Body 5.5.1 Members of the Governing Body shall be appointed in accordance with these Standing Orders save that the initial members of the Governing Body shall be as follows: Position a) 7 GP members b) Lay member for Governance c) Lay member for PPI d) Chief Nurse e) Secondary Care Consultant f) Accountable Officer g) Chief Finance Officer h) Director of Commissioning i) Local Authority Representative j) Public Health Representative Note: Any individual listed in (a) to (i) above is eligible to stand for election as Chair.

5.6 The Chair The Chair is subject to the following appointment process: a) Nominations nominations to be received from eligible Governing Body members b) Eligibility any member of the Governing Body who is already a GP governing body member or a lay member and who meets the requirements of the role as described within the constitution, and within the published person specification. The Chair can only be a lay member if the Accountable Officer is a GP. c) Appointment process will be through election from nominations received, by the voting members of the Governing Body; d) Term of office 3 years, with the option of one further election period. e) Eligibility for reappointment this role is not open for re-appointment/reselection without a break in tenure; f) Grounds for removal from office the post- holder: no longer meets the eligibility requirements at paragraph b) above; is disqualified from the membership of a clinical commissioning group governing body under the CCG Regulations; or fulfils any of the grounds for removal from office as stated in paragraph below; g) Notice period this office has a notice period of 6 months but immediately if: 5.7 Deputy Chair i) the Chair is removed from office in accordance with paragraph f) above. ii) a change in the Accountable Officer to a non-clinical post-holder requires the Chair to be a clinician where the current Chair is not. If the Chair of the CCG is a GP, then the Lay Member for Governance is the Deputy Chair of the CCG. If the Chair of the CCG is not a GP, then the Deputy Chair is subject to the following appointment process: a) Nominations nominations to be received from eligible Governing Body members b) Eligibility any member of the Governing Body who is a representative of a member practice who meets the requirements of the role as described within the constitution, and within the published person specification. The Deputy Chair shall preferably be a GP working within the area;

c) Appointment process will be through election from nominations received, by the voting members of the Governing Body; d) Term of office 3 years with the option of one further election period; e) Eligibility for reappointment this role is not open for re-appointment/reselection without a break in tenure; f) Grounds for removal from office the post- holder: no longer meets the eligibility requirements at paragraph b) above; is disqualified from the membership of a clinical commissioning group governing body under the CCG Regulations; or fulfils any of the grounds for removal from office as stated in paragraph below; a new CCG Chair is appointed who is a GP. g) Notice period this office has a notice period of 6 months but immediately if the Chair is removed from office in accordance with paragraph f) above. 5.8 The Accountable Officer The Accountable Officer is subject to the following appointment process: a) Nominations n/a; b) Eligibility any person meeting the requirements of the role as described within the constitution, and within the published person specification; c) Appointment process in the event of a vacancy arising, the Governing Body shall determine the interview and selection process to be used. The Governing Body shall recommend to NHS England that it appoints the successful candidate from this process to the position. d) Term of office the Accountable Officer s term of office shall be stated in his/her contract of employment; e) Eligibility for reappointment n/a; f) Grounds for removal from office - the Accountable Officer is an individual who is disqualified from membership of a clinical commissioning group governing body under the CCG Regulations and/ or in accordance with his/ her contract of employment; g) Notice period immediately if the Accountable Officer is disqualified from membership of a clinical commissioning group governing body under the CCG Regulations but otherwise the Accountable Officer s notice period shall be in accordance with his/ her contract of employment (if any) and/or statutory employment rights.

5.9 The GP Members The GP Members are subject to the following appointment process: a) Nominations can be received from any GP meeting the eligibility criteria below; b) Eligibility any GP working within a member practice; c) Appointment process elections will be conducted by the LMC using a process agreed with the Governing Body. Each candidate s business interests will be made known and published as part of the election process. The LMC shall notify the Governing Body of the outcome of the election. The Governing Body will appoint the candidate chosen by election to the Governing Body; d) Term of office 3 years; e) Eligibility for reappointment GP members may be nominated for and seek re-election to office; f) Grounds for removal from office the post holder: i) no longer meets the eligibility criteria set out at paragraph b) above; ii) is disqualified from membership of a clinical commissioning group governing body under the CCG Regulations; iii) fulfils any of the grounds for removal from office are as stated in section below; iv) is removed from office by the following process: A written proposal to remove the relevant individual from post is submitted to the Governing Body. Any such proposal must be supported by at least 50% of the GPs working for member practices. For the avoidance of doubt, this excludes locum GPs. On receipt of such a proposal, the Governing Body shall notify all of the Members of the proposal and shall arrange a ballot of the GPs working for member practices. The Governing Body may request the LMC to arrange the ballot on its behalf. The ballot shall be conducted in secret. Each GP working for a member practice shall have one vote. The proposal to remove the relevant individual from office must be supported by at least 75% of the GPs working for member practices in order for the proposed removal to be successful. For the avoidance of doubt, this excludes locum GPs. If the outcome of the ballot is that the relevant individual should be removed from office, the Governing Body shall remove the individual from office.

If the proposed removal is unsuccessful, no further proposal under section 5.9(f) (iv) can be put forward to remove the relevant individual from office within 12 months of the ballot. An individual can still be removed under the other provisions of section 5.9(f) if applicable. g) Notice period 6 months but immediately if the post-holder is removed from office in accordance with paragraph (f) above. h) In the interests of continuity of GP membership, the CCG will commence any required election process as soon as is practical following any notice received. 5.10 The Chief Finance Officer The Chief Finance Officer is subject to the following appointment process: a) Nominations n/a; b) Eligibility any person meeting the requirements of the role as described within the constitution, and within the published person specification; c) Appointment process will be through an interview and appointment process determined by the Governing Body; d) Term of office - the Chief Finance Officer s term of office shall be stated in his/ her contract of employment; e) Eligibility for reappointment n/a; f) Grounds for removal from office -the Chief Finance Officer is an individual who is disqualified from membership of a clinical commissioning group governing body under the CCG Regulations and/ or in accordance with his/ her contract of employment; g) Notice period immediately if the Chief Finance Officer is disqualified from membership of a clinical commissioning group governing body under the CCG Regulations but otherwise the Chief Finance Officer s notice period shall be in accordance with his/ her contract of employment (if any) and/or statutory employment rights (if any). 5.11 The Chief Nurse The Chief Nurse is subject to the following appointment process: a) Nominations n/a; b) Eligibility any person who:

i) is a registered nurse who does not fall within Regulation 12(1) of the CCG Regulations; and ii) meets the requirements of the role as described within the constitution, and within the published person specification; c) Appointment process will be through an interview and appointment process determined by the Governing Body; d) Term of office - the Chief Nurse s term of office shall be stated in his/ her contract of employment; e) Eligibility for reappointment n/a; f) Grounds for removal from office - i) the Chief Nurse is an individual who is excluded from being a registered nurse member of a clinical commissioning group governing body or is otherwise disqualified from membership of a clinical commissioning group governing body under the CCG Regulations; and/or ii) in accordance with his/ her contract of employment; g) Notice period immediately if the Chief Nurse is disqualified from membership of a clinical commissioning group governing body under the CCG Regulations but otherwise the Chief Nurse s notice period shall be in accordance with his/ her contract of employment (if any) and/or statutory employment rights (if any). 5.12 The Director of Commissioning The Director of Commissioning is subject to the following appointment process: a) Nominations n/a; b) Eligibility any person meeting the requirements of the role as described within the constitution, and within the published person specification; c) Appointment process will be through an interview and appointment process determined by the Governing Body; d) Term of office - the Director of Commissioning s term of office shall be stated in his/ her contract of employment; e) Eligibility for reappointment n/a; f) Grounds for removal from office -the Director of Commissioning is an individual who is disqualified from membership of a clinical commissioning group governing body under the CCG Regulations and/ or in accordance with his/ her contract of employment; g) Notice period immediately if the Director of Commissioning is disqualified from membership of a clinical commissioning group governing body under

the CCG Regulations but otherwise the Director of Commissioning s notice period shall be in accordance with his/ her contract of employment (if any) and/or statutory employment rights (if any). 5.13 The Secondary Care Consultant The Secondary Care Consultant is subject to the following appointment process: a) Nominations n/a; b) Eligibility any person who: i) is a secondary care specialist within the meaning of the CCG Regulations and does not fall within Regulation 12(1) of the CCG Regulations; ii) meets the requirements of the role as described within the constitution, and within the published person specification; c) Appointment process will be through an interview and appointment process determined by the Governing Body; d) Term of office 2 years; e) Eligibility for reappointment remains a member of the Governing Body subject to serving no more than 2 terms of office; f) Grounds for removal from office the post-holder is: i) an individual who is excluded from being a secondary care specialist member of a clinical commissioning group governing body or is otherwise disqualified from membership of a clinical commissioning group governing body under the CCG Regulations; or ii) fulfils any of the grounds for removal from office as stated in the paragraph below; g) Notice period 6 months but immediately if the post-holder is removed from office in accordance with paragraph f) above. 5.14 The Local Authority Representative The Local Authority Representative is subject to the following provisions: a) Eligibility - the person holding the post of the Director of People at Southend-on-Sea Borough Council, or such other post as may be agreed between the Accountable Officer of the CCG and the Leader of the Council; b) Grounds for removal from office the post-holder: i) no longer meets the eligibility criteria set out at paragraph a) above; ii) is disqualified from membership of a clinical commissioning group governing body under the CCG Regulations; or

iii) fulfils any of the grounds for removal from office as stated in the paragraph below; c) Notice period 6 months but immediately if the post-holder is removed from office in accordance with paragraph b) above. 5.15 The Public Health Representative The Public Health Representative is subject to the following provisions: a) Eligibility - the person holding the post of the Director of Public Health at Southend-on-Sea Borough Council, or such other post as may be agreed between the Accountable Officer of the CCG and the Leader of the Council. b) Grounds for removal from office the post-holder: i) no longer meets the eligibility criteria set out at paragraph a) above; ii) is disqualified from membership of a clinical commissioning group governing body under the CCG Regulations; or iii) fulfils any of the grounds for removal from office as stated in the paragraph below. c) Notice period 6 months but immediately if the post-holder is removed from office in accordance with paragraph b) above. 5.16 The Lay Members The lay members of the Governing Body are subject to the following appointment process: a) Nominations n/a; b) Eligibility any person: i) who is not excluded from being a lay member of a clinical commissioning group governing body under the CCG Regulations; and ii) who meets the requirements of the roles as described within the constitution, and within the published person specification; c) Appointment process will be through an interview and appointment process determined by the Governing Body; d) Term of office - 3 years; e) Eligibility for reappointment remains a member of the Governing Body, subject to serving no more than 2 terms of office; f) Grounds for removal from office the post-holder is: i) disqualified from being a lay member of a clinical commissioning group governing body under the CCG Regulations;

ii) iii) disqualified from membership of a clinical commissioning group governing body under the CCG Regulations; fulfils any of the grounds for removal from office as stated in the paragraph below; g) Notice period 6 months but immediately if the post-holder is removed from office in accordance with paragraph f) above. 2. 2.1. 2.2. 2.2.1. 2.2.2. 2.2.3. 2.2.4. 2.2.5. 2.2.6. 2.2.7. 2.2.8. 2.2.9. 2.2.10. 2.2.11. 2.2.12. 5.16.1 The roles and responsibilities of each of these key roles are set out in paragraph 0 and/ or Chapter 7 of the CCG s constitution. 5.17 Removal from Office 5.17.1 An elected GP member (including a GP Chair) of the Governing Body shall vacate his/ her office: a) At the discretion of the Governing Body, if he/she is suspended from providing primary medical services on an interim basis. b) If he/she has failed to attend 3 consecutive meetings of the Governing Body unless the Governing Body is satisfied that: i) The absence was due to a reasonable cause; ii) He/she will be able to attend meetings of the Governing Body within such period as the Governing Body considers is reasonable.. c) If he/she is convicted of a criminal offence and the final outcome of the proceedings is a sentence of imprisonment (whether suspended or not) for a period of not less than 3 months without the option of a fine. d) If the Governing Body decides that he/ she has behaved in a manner or exhibited conduct: i) which has or is likely to be detrimental to interests of and/ or the reputation of the Governing Body and/or the Clinical Commissioning Group; and/ or

ii) is likely to bring the Governing Body and/or Clinical Commissioning Group into disrepute. This shall include but not be limited to where the individual has acted dishonestly, is guilty of misrepresentation (either knowingly or fraudulently), has been defamatory about any member of the Governing Body (whether verbally or in writing), has abused his/her position as a member of the Governing Body, has failed to declare a known conflict of interest or has sought to influence or manipulate a decision of the Governing Body in a manner that would ultimately favour that Governing Body member whether financially or otherwise. e) If he/she has failed to attend a total of 4 meetings of the Governing Body in any 12-month period, unless the Governing Body is satisfied that: i) The absence was due to a reasonable cause; ii) He/she will be able to attend meetings of the Governing Body within such period as the Governing Body considers is reasonable. 5.17.2 An appointed member of the governing body shall vacate his/her office in accordance with the terms and conditions of their employment contract. 6.0 Calling and Notice of Governing Body Meetings 6.1 The Governing Body shall meet not less than 6 times a year at such times and places as the Governing Body may determine. The CCG will determine how many governing body meetings shall take place in public. The CCG also reserves the right to conduct the business of the governing body in private. 6.2 The Chair of the Governing Body may call a meeting of the Governing Body at any time. 6.3 A meeting of the Governing Body may be requisitioned at any time by 60% or more of its members in writing. If the Chair refuses, or fails, to call a meeting within seven days of a requisition being presented, the members signing the requisition may forthwith call a meeting. 6.4 Written notice of a meeting of the Governing Body must be given to each member of the Governing Body and each practice representative at least 21 clear days before the meeting. The notice shall specify the date, time and venue of the meeting and it shall be published at the same time on the CCG s website. 6.5 The accidental omission to give notice of a meeting of the Governing Body to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate proceedings of that meeting. 6.6 Agenda and Papers for Governing Body Meetings 6.6.1 The Chair of the Governing Body and the Accountable Officer shall agree the agenda for each meeting of the Governing Body.

6.6.2 The agenda and any papers for a meeting of the Governing Body must be circulated to each member of the Governing Body at least 5 clear working days prior to the meeting. At the same time the agenda must be circulated to each practice representative and the agenda and papers must be published on the CCG s website. 6.6.3 Any papers relating to items that are to be discussed in private by the Governing Body shall not be made public. 6.7 Attendance and Speaking at Governing Body Meetings 6.7.1 The Governing Body shall meet in public except where it decides that it would not be in the public interest to permit members of the public to attend all or part of the meeting. The Chair of the Governing Body may also exclude any member of the public from a meeting if they are interfering with or preventing its proper conduct. 6.7.2 The Chair of the Governing Body may make whatever arrangements he or she considers appropriate to enable those attending a meeting of the Governing Body to listen and contribute including to exercise their rights to speak or vote. 6.7.3 If the Chair of the Governing Body permits, members of the public and practice representatives will be allowed to ask questions at Governing Body meetings but will not be allowed to contribute to the discussion unless expressly invited to do so by the Chair of the Governing Body. 6.7.4 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. 6.8 Quorum for Governing Body Meetings 6.8.1 The quorum of the Governing Body shall be 6 of its members, of which at least 4 must be clinicians. 6.9 Chairing of Governing Body Meetings 6.9.1 At any meeting of Governing Body the Chair of the Governing Body if present, shall preside. If the Chair of the Governing Body is absent from the meeting, the Deputy Chair of the Governing Body if any and if present, shall preside. 6.9.2 If the Chair of the Governing Body withdraws from a meeting temporarily on the grounds of a declared conflict of interest, then the Deputy Chair of the Governing Body, if present, shall preside. If both the Chair and the Deputy Chair of the Governing Body withdraw from a meeting or are absent, then a member of the Governing Body shall be chosen by the members present, or by a majority of them, and will chair for so long as the Chair and/or Deputy Chair of the Governing Body have withdrawn from the meeting or, in their absence, for the duration of the meeting. 6.9.3 The decision of the chair of the meeting on questions of order, relevance 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. 6.10 Decision Making at Governing Body Meetings 6.10.1 The Governing Body shall normally look to make decisions by consensus. 6.10.2 If the need for a vote arises the following rules shall apply: a) If the numbers of votes for or against a proposal are equal, the Chair or the Deputy Chair (if chairing) of the Governing Body or other person chairing the meeting has a casting vote. b) Any decision of the Governing Body must be decided by a simple majority of those present and eligible to vote unless these Standing Orders otherwise prescribe that a special resolution is required. c) The outcome of the vote, and any dissenting views, must be recorded in the minutes of the meeting. 6.11 Notice of Motions 6.11.1 Subject to the provision of Standing Orders 4.9 Motions: Procedure at and during a meeting and 4.10 Motions to Rescind a Resolution, a member of the Governing Body wishing to move a motion shall send a written notice to the Chair of the Governing Body. 6.11.2 The notice shall be delivered at least 14 clear days before the meeting. The Chair of the Governing Body shall include in the agenda for the meeting all notices so received that are in order and permissible under governing regulations. This Standing Order shall not prevent any motion being withdrawn or moved without notice on any business mentioned on the agenda for the meeting. 6.12 Emergency Motions 6.12.1 Subject to the agreement of the Chair of the Governing Body, and subject also to the provision of Standing Order 4.9 Motions: Procedure at and during a meeting, a member of the Governing Body may give written notice of an emergency motion after the issue of the notice of meeting and agenda, up to one hour before the time fixed for the meeting. The notice shall state the grounds of urgency. If in order, it shall be declared to the Governing Body at the commencement of the business of the meeting as an additional item included in the agenda. The Chair of the Governing Body's decision to include the item shall be final. 6.13 Motions: Procedure at and during a meeting a) Who may propose A motion may be proposed by the chair of the meeting or any member present. It must also be seconded by another member. b) Contents of motions

The chair of the meeting may exclude from the debate at their discretion any such motion of which notice was not given on the notice summoning the meeting other than a motion relating to: i) the reception of a report; ii) iii) iv) consideration of any item of business before the Governing Body; the accuracy of minutes; that the Governing Body proceed to next business; v) that the Governing Body adjourn; vi) that the question be now put. c) Amendments to motions i) A motion for amendment shall not be discussed unless it has been proposed and seconded. ii) iii) Amendments to motions shall be moved relevant to the motion, and shall not have the effect of negating the motion before the Governing Body. If there are a number of amendments, they shall be considered one at a time. When a motion has been amended, the amended motion shall become the substantive motion before the meeting, upon which any further amendment may be moved. d) Rights of reply to motions i) Amendments The mover of an amendment may reply to the debate on their amendment immediately prior to the mover of the original motion, who shall have the right of reply at the close of debate on the amendment, but may not otherwise speak on it. ii) Substantive/original motion The member who proposed the substantive motion shall have a right of reply at the close of any debate on the motion. e) Withdrawing a motion A motion, or an amendment to a motion, may be withdrawn. f) Motions once under debate i) When a motion is under debate, no motion may be moved other than: an amendment to the motion;

the adjournment of the discussion, or the meeting; that the meeting proceed to the next business; that the question should be now put; the appointment of an 'ad hoc' committee to deal with a specific item of business; that a member/director be not further heard; ii) iii) In those cases where the motion is either that the meeting proceeds to the next business or that the question be now put in the interests of objectivity these should only be put forward by a member of the Governing Body who has not taken part in the debate and who is eligible to vote. If a motion to proceed to the next business or that the question be now put, is carried, the chair of the meeting should give the mover of the substantive motion under debate a right of reply, if not already exercised. The matter should then be put to the vote. 6.14 Motion to Rescind a Resolution 6.15 Minutes a) Notice of motion to rescind any resolution (or the general substance of any resolution) which has been passed within the preceding six calendar months shall bear the signature of the member who gives it and also the signature of three other members, and before considering any such motion of which notice shall have been given, the Governing Body may refer the matter to any appropriate committee or the Chair of the Governing Body or the Accountable Officer for recommendation. b) When any such motion has been dealt with by the Governing Body it shall not be competent for any member other than the Chair of the Governing Body to propose a motion to the same effect within six months. This Standing Order shall not apply to motions moved in pursuance of a report or recommendations of a committee or the Accountable Officer. 6.15.1 The minutes of the proceedings of a meeting shall be drawn up and submitted for agreement at the next meeting where they shall be signed by the person presiding at it as a true record. 6.15.2 No discussion shall take place upon the minutes except upon their accuracy or where the person presiding at the meeting considers discussion appropriate. 6.16 Petitions 6.16.1 Where a petition has been received by the CCG at least 14 clear days before a meeting, the Chair of the Governing Body shall include the petition as an item for the agenda of the next meeting of the Governing Body.

6.17 Committees and Sub-Committees of the Governing Body 6.17.1 The Governing Body may arrange for any of its functions to be exercised on its behalf by any of its committees or sub-committees. 6.17.2 At any meeting of a committee or sub-committee of the Governing Body, the chair of the relevant committee or sub-committee, if any and if present, shall preside. Any such committee shall have terms of reference and have at least one member of the Governing Body in attendance to be quorate. If the chair is absent from the meeting, the deputy chair, if any and if present, shall preside. 6.17.3 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 deputy chair are absent, or are disqualified from participating, or there is neither a chair nor deputy, a member of the committee or sub-committee respectively shall be chosen by the members present, or by a majority of them, and shall preside. 6.17.4 The provisions of these Standing Orders shall apply where relevant to the operation of the Governing Body, the Governing Body s committees and subcommittee and all committees and sub-committees unless stated otherwise in the committee or sub-committee s terms of reference. 6.17.5 Unless they are a member of a committee or sub-committee of the Governing Body, no member of the public or press shall attend meetings of committees or sub-committees except by the express permission of the chair of that committee or sub-committee. 7.0 RECORD KEEPING 7.1.1 The Governing Body must keep and publish (excluding in relation to those meetings or parts of meetings from which the public are excluded under these Standing Orders): a) Agreed minutes of all: i) meetings of any committee or sub-committee of the CCG; ii) iii) meetings of the Members Forum; meetings of the Governing Body and any committee or sub-committee carrying out functions or powers on its behalf, b) A register of all members and practice representatives. 7.1.2 Any minutes kept under Standing Order 5.1 shall a) be made available or copied on request to any member. b) be sufficient evidence without further proof of the facts stated in such minutes c) include:

i) the names of persons present at the meeting; ii) iii) the decisions made at the meeting; where appropriate the reasons for the decision. 7.1.3 No discussion shall take place on the agreed minutes of any meeting. 8.0 EMERGENCY POWERS AND URGENT DECISIONS 8.1.1 The Governing Body will delegate responsibility for emergency powers and urgent decisions to the Accountable Officer and the Chair, who may only exercise such powers and take such decisions after consulting at least two other GP members of the Governing Body. 8.1.2 The exercise of emergency powers or the taking of any urgent decision will be reported to the Governing Body at its next meeting, with an explanation of: a) what the decision was; b) why it was deemed an emergency or urgent decision; c) who was consulted about the decision; for ratification. 8.1.3 A record of matters discussed during the meeting shall be kept. These records shall be made available to the Governing Body s audit committee for review of the reasonableness of the decision to take urgent action. 9.0 SUSPENSION OF STANDING ORDERS 9.1.1 Except where it would contravene any statutory provision or any direction made by the Secretary of State for Health or NHS England, the Governing Body may, at any meeting, suspend Standing Order 4: Meetings of the Governing Body and its Committees and Sub-committees in whole or in part. Any decision to suspend Standing Order 4 must be approved by at least 75% of the members of the Governing Body. 9.1.2 A decision to suspend Standing Order 4 together with the reasons for doing so shall be recorded in the minutes of the meeting. 9.1.3 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. 10.0 APPOINTMENT OF COMMITTEES AND SUB-COMMITTEES Appointment of committees and sub-committees

10.1.1 The CCG may appoint committees and sub-committees of the CCG, subject to any regulations made by the Secretary of State 57, and make provision for the appointment of committees and sub-committees of its Governing Body. 10.1.2 The CCG shall determine the membership and terms of reference of any committees and sub-committees of the CCG and shall, if it requires, receive and consider reports of such committees at the next appropriate meeting of the CCG. 10.1.3 Other than where there are statutory requirements, such as in relation to the Governing Body s audit committee or remuneration committee, the Governing Body shall determine the membership and terms of reference of any of its committees and sub-committees and shall, if it requires, receive and consider reports of such committees at the next appropriate meeting of the Governing Body. Delegation of Powers by Committees to Sub-committees 10.1.4 Where committees of the CCG are authorised to establish sub-committees they may not delegate executive powers to the sub-committees unless expressly authorised by the CCG. 10.1.5 Where committees of the Governing Body are authorised to establish subcommittees they may not delegate executive powers to the sub-committees unless expressly authorised by the Governing Body. Approval of Appointments to Committees and Sub-Committees 10.1.6 The CCG shall approve the appointments to each of the committees and subcommittees which it has formally constituted. The Governing Body shall approve the appointments to each of the committees and sub-committees which it has formally constituted. 10.1.7 The CCG shall agree such travelling or other allowances as it considers appropriate. 11.0 DUTY TO REPORT NON-COMPLIANCE WITH STANDING ORDERS AND PRIME FINANCIAL POLICIES If for any reason these Standing Orders are not complied with, full details of the noncompliance and any justification for non-compliance and the circumstances around the noncompliance, shall be reported to the next formal meeting of the Governing Body for action or ratification. All members of the CCG and staff have a duty to disclose any non-compliance with these Standing Orders to the Accountable Officer as soon as possible. 12.0 USE OF SEAL AND AUTHORISATION OF DOCUMENTS 12.1 The CCG s seal

12.1.1 The CCG may have a seal for executing documents where necessary. The seal of the CCG shall be kept by the Accountable Officer or a manager nominated by him or her in a secure place. 12.1.2 The following individuals or officers are authorised to authenticate the use of the seal by their signature subject to the Scheme of Delegation: a) the Accountable Officer ; b) the Chair of the Governing Body; c) the Chief Finance Officer; 12.1.3 The Accountable Officer shall keep a register in which he or she, the Chief Finance Officer or a manager nominated by one of them shall enter a record of the sealing of every document. 12.1.4 Use of Seal General guide a) any conveyance of land or any interest in land; b) any power of attorney; c) any document in the form of a deed; d) any construction contract. 12.2 Execution of a document by signature 12.2.1 The following individuals are authorised to execute a document on behalf of the CCG by their signature. a) the Accountable Officer ; b) the Chair of the Governing Body; c) the Chief Finance Officer; 13.0 OVERLAP WITH OTHER GROUP POLICY STATEMENTS / PROCEDURES AND REGULATIONS 13.1 Policy statements: general principles 13.1.1 The Governing Body will from time to time agree and approve policy statements / procedures which will apply to all or specific groups of staff employed the CCG. The decisions to approve such policies and procedures will be recorded in an appropriate minute of the Governing Body and will be deemed where appropriate to be an integral part of the CCG s Standing Orders. Version Control

Version Date Issued Author Comments Date of Review Name and Title 1.0 March 2017 Shari Payne No changes. Approved as part of whole constitution