Governors Code of Conduct - COUNCIL OF GOVERNORS' CODE OF CONDUCT

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					Council of Governors Code of Conduct
Council of Governors                                                      Code of Conduct




1. Introduction
1.1    This Code of Conduct (“the Code”) outlines the appropriate conduct for
       Governors of the Trust. It addresses both the requirements of office and of
       personal behaviour. Ideally any penalties for non-compliance would never
       need to be applied, however, the Trust reserves the right to impose such
       penalties and regards non-compliance with the Code as a serious matter.
1.2    The Code complements the Trust’s Constitution. The Constitution is the
       governance framework which details the way in which the Trust operates. It
       outlines the qualification and disqualification criteria for Governors, together
       with detailing their roles and responsibilities and it is strongly recommended
       that Governors familiarise themselves with its content.
1.3    Members of the Trust seeking election to the Council of Governors will be
       required to sign a declaration to confirm that they will comply with the Code in
       all respects and that they support the Trust’s objectives.


2. Qualifications for office
2.1    Governors must continue to comply with the qualifications required to hold
       elected office throughout their period of tenure, as detailed within the
       Constitution. The Secretary of the Trust must be advised of any changes in
       circumstances that may disqualify a Governor from continuing in office.
       Examples of this would include a Public Governor becoming an employee of
       the Trust or a Staff Governor leaving the employment of the Trust.
2.2    A Governor may resign from office at any time during the term of that office by
       giving notice in writing to the Secretary of the Trust.
2.3    All Governors will be expected to understand, agree and promote the Trust’s
       Single Equality Scheme in every aspect of their work.


3. Role and function of the Council of Governors
Governors of the Trust will be required to confirm their commitment to:
3.1   actively supporting the agreed vision and aims of the Trust to ensure the
      interests of the community served by the Trust are appropriately represented;
3.2    acting in the best interests of the Trust at all times;
3.3    contributing to the work of the Council of Governors in order for it to fulfil its
       role as defined in the Constitution;
3.4    recognising that the role of a Governor is a collective one. Governors must
       exercise collective decision making on behalf of constituents, stakeholders
       and staff;
3.5    supporting the Chief Executive of the Trust in their duties, to the Independent
       Regulator, the commissioners and the public, in terms of fully declaring and
       explaining use of resources and the performance of the Trust;
3.6    acknowledging that, other than when attending meetings and events as a
       Governor, Governors will have no rights or privileges over any other Member
       of the Trust;
3.7    recognising that the Council of Governors has no managerial role within the
       Trust;



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3.8     valuing and respecting Governor colleagues and all members of staff that
        come into contact with Governors;
3.9     respecting the confidentiality of the information received in the role as a
        Governor and if asked to do so, acting with integrity and objectivity and in the
        best interests of the Trust, without any expectation of personal benefit;
3.10    attending meetings of the Council of Governors and training events on a
        regular basis in order to carry out the role; and
3.11    conducting themselves in a manner that reflects positively on the Trust, and
        acting as an ambassador for the Trust.


4. Confidentiality
4.1     Disclosing confidential information will result in dismissal from the Council of
        Governors.
4.2     Without prejudice to 4.1 above, all Governors will also be expected to
        understand, agree and promote the Trust’s Whisteblowing Policy.


5. Conflicts of Interests
5.1     Governors should act with the utmost integrity and objectivity and in the best
        interests of the Trust in performing their duties. They should not use their
        position for personal advantage or seek to gain preferential treatment. Any
        Governor who has:
5.1.1   any pecuniary interest, direct or indirect, in any contract, proposed contract or
        other matter concerning the Trust; or
5.1.2   any interest which is relevant and material to the business of the Trust; as
        defined within the Constitution (State Reference eg para 17), shall declare
        such interest to the Secretary of the Trust. The Secretary of the Trust will
        record this in the Register of Interests.
5.2     Failure to declare a conflict of interest could result in dismissal from the
        Council of Governors. If any doubt exists, advice should be sought from the
        Secretary of the Trust.
5.3     In addition, if a Governor is present at a meeting and has an interest of any
        sort in any matter which is the subject of consideration, he/she shall at the
        meeting disclose this fact as soon as practicable and shall not vote or take
        part in the consideration or discussion of the matter.


6. Council of Governors’ meetings
6.1     The Council of Governors will meet at least twice a year, apart from the first
        year following Authorisation.
6.2     One meeting will be an annual meeting no later than 30 September when the
        Council of Governors will receive and consider the Annual Accounts, any
        report of the Auditor on them, and the Board of Directors will present to the
        Council of Governors the Annual Report.
6.3     Governors have a responsibility to attend meetings of the Council of
        Governors. When this is not possible they should submit an apology to the
        Secretary of the Trust in advance of the meeting.
6.4     If a Governor fails to attend two consecutive meetings of the Council of


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        Governors, his tenure of office shall be terminated immediately unless the
        Council of Governors is satisfied by a 75% majority of those members present
        that the absence was due to a reasonable cause, and he/she will be able to
        attend meetings of the Council of Governors again within such a period as the
        other Governors consider reasonable.
6.5     Governors are required to participate in an induction programme and any
        subsequent training programmes.
6.6     Governors are expected to attend for the duration of the meeting.
6.7     Governors will be expected to attend meetings of those Committees and Sub
        Committees of which they are members.


7. Personal Conduct
7.1.    Governors are required to adhere to the highest standard of conduct in the
        performance of their duties. In respect of their interaction with others, they are
        required to:
7.1.1   adhere to good practice in respect of the conduct of meetings and respect the
        views of their fellow Governors;
7.1.2   accept responsibility for their actions;
7.1.3   treat with respect, dignity and fairness, the public, service users, relatives,
        carers, NHS staff and partners in other agencies;
7.1.4   seek to ensure that no-one is discriminated against because of their religion,
        belief, race, colour, gender, marital status, disability, sexual orientation, age,
        social or economic status or national origin;
7.1.5   recognise that the Council of Governors and Executive have a common
        purpose, ie the success of the Trust, and adopt a team approach in working
        with NHS colleagues and the wider community;
7.1.6   recognise that the Trust is an apolitical organisation;
7.1.7   respect the confidentiality of information received in their role as Governors;
7.1.8   not make, permit or knowingly allow any untrue or misleading statement
        about the Trust or its activities to be made;
7.1.9   never make public statements on behalf of the Trust without the consent of
        the Trust Chair;
7.1.10 conduct themselves in such a manner as to reflect positively and fairly on the
       Trust and remember that they are ambassadors of the Trust;
7.1.11 be respectful to the needs of Members and ensure the membership of the
       constituency represented is properly informed and able to influence services;
7.1.12 recognise that, if a member of any trade union, political party or other
       organisation, they will not be representing those organisations (or the views of
       those organisations), but will be representing the constituency or organisation
       who nominated them;
7.1.13 comply with the Standing Orders and Standing Financial Instructions of the
       Trust;
7.1.14 abide by the Trust’s policies and procedures;
7.1.15 abide by the values and general principles of the NHS Code of Conduct and
       Accountability for NHS Boards;


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7.1.16 abide by the values and general principles of the NHS Foundation Trust Code
       of Governance;
7.1.17 abide by the NHS Principles and Trust Values as defined within the
       Constitution (state reference ie Annex 9 Appendix 1);
7.1.18 seek to ensure that the best interests of the public, service users, carers and
       staff are upheld in decision making and the decision are not improperly
       influenced by gifts or inducements; and
7.1.19 uphold the seven principles of public life as detailed by the Nolan Committee,
       now the Wicks Committee (see section 12 ‘The Nolan Principles of Public
       Life’).


8. Accountability
8.1     Governors are accountable to the membership and should demonstrate
        this by their communication with their electorate in order to best
        understand their views.

9. Training and Development
9.1     Training and development are essential for Governors, in respect of effective
        performance of their role. Governors should attend any training session as
        reasonably required by the Trust in order to assist their role and functions.


10. Visits to Trust Premises
10.1    When Governors wish to visit the Trust’s premises in a formal capacity (as
        opposed to individuals in a personal capacity), the Governor should liaise with
        the Secretary of the Trust to make the necessary arrangements.


11. Non Compliance with the Code of Conduct
11.1.   Non compliance with this Code of Conduct may result in the following action:
11.1.1 Where non compliance or any misconduct is alleged, the Chairman shall be
       authorised to take such action as may be immediately required, including the
       exclusion of the person concerned from a meeting so that the allegation can
       be investigated.
11.1.2 Where non compliance or any misconduct is alleged, it shall be open to the
       Council of Governors to decide to lay a formal charge of non compliance or
       misconduct.
11.1.3 The Governor will be notified in writing of the allegations, detailing the specific
       behaviour which is considered to be detrimental to the Trust, and inviting and
       considering his/her response within a defined timescale.
11.1.4 The Governor may be invited to address the Council of Governors in person if
       the matter cannot be resolved satisfactorily through correspondence.
11.1.5 The Governors, by a majority of not less than 75% of the Council of
       Governors present and voting, can decide whether to uphold the charge of
       non compliance or misconduct detrimental to the Trust.
11.1.6 The Governors can impose such sanctions as shall be deemed appropriate.
       Such sanctions will range from the issuing of a written warning as to the
       Governor’s future conduct and consequences, non-payment of expenses, to


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       the removal of the Governor from office.
11.1.7 In order to aid participation of all parties, it is imperative that all Governors
       observe the points of view of others, and conduct likely to give offence will not
       be permitted. The Chairman will reserve the right to ask any Governor who, in
       his opinion, fails to observe the Code to leave the meeting.


12. The Nolan Principles of Public Life
12.1   Selflessness
       Holders of public office should take decisions solely in terms of the public
       interest. They should not do so in order to gain financial or other material
       benefits for themselves, their family, or their friends.
12.2   Integrity
       Holders of public office should not place themselves under any financial or
       other obligation to outside individuals or organisations that might influence
       them in the performance of their official duties.
12.3   Objectivity
       In carrying out public business, including making public appointments,
       awarding contracts, or recommending individuals for awards or benefits,
       holders of public office should make choices on merit.
12.4   Accountability
       Holders of public office are accountable for their decisions and actions to the
       public and must submit themselves to whatever scrutiny is appropriate to their
       office.
12.5   Openness
       Holders of public office should be as open as possible about all the decisions
       and actions they take. They should give reasons for their decisions and
       restrict information only when the wider public interest clearly demands.
12.6   Honesty
       Holders of public office have a duty to declare any private interests relating to
       their public duties and to take steps to resolve any conflicts arising in a way
       that protects the public interest.
12.7   Leadership
       Holders of public office should promote and support these principles by
       leadership and example.




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