Terms & Conditions – Non Executive Directors
1.1 Your appointment is for an initial term of three years commencing on [to be completed] unless terminated earlier by either party giving to the other party three month‘s written notice.
1.2 Your appointment is subject to the Trusts Constitution. Nothing in your terms and conditions shall be taken to exclude or vary the terms of the Constitution as they apply to you as Non Executive Director of the Trust.
1.3 Continuation of your contract of appointment is also contingent on satisfactory performance and any relevant statutory provisions relating to the removal of a Director.
1.4 Non Executive Directors are typically expected to serve two, three year terms but may in exceptional circumstances be invited by the Council of Governors to serve for an additional period. Any term renewal is subject to review by the Appointments and Remuneration Committee and approved by the Council of Governors. Notwithstanding any mutual expectation, there is no right to re-nomination by the Council of Governors either annually or after any three year period.
1.5 You will be required to serve on one or more committees of the Board or the Council of Governors. You will be provided with the relevant terms of reference on your appointment to such a committee. You also may also be asked in the future to serve as a Non Executive Director on the Board of any of the Trusts subsidiaries or joint ventures (as may be established), or as the Senior Independent Director or Deputy Chairman. Any such appointment will be covered in a separate communication.
1.6 Notwithstanding paragraphs 1.1 to 1.5, we may terminate your appointment with immediate effect if you:
a) commit a material breach of your obligations under this letter; or
b) commit any serious or repeated breach or non-observance of your obligations to the Trust (which include an obligation not to breach your duties to the Trust, whether statutory, fiduciary or common-law); or
c) are guilty of any fraud or dishonesty or acted in a manner which in the opinion of the Trust acting reasonably brings or is likely to bring you or the Trust into disrepute or is materially adverse to the interests of the Trust or;
d) are convicted of any arrestable criminal offence (other than an offence under road traffic legislation in the UK or elsewhere for which a fine or non-custodial penalty is imposed); or
e) are declared bankrupt or have made an arrangement with or for the benefit of your creditors; or
f) are disqualified from acting as a Director
1.7 On termination of your appointment, you shall at the request of the Trust resign from your office as a Director of the Trust (and all other offices held by you connected with the Trust).
2. Time Commitment
2.1 You will be expected to devote such time as is necessary for the proper performance of your duties and you should be prepared to spend an average of five days per month on Trust business after the induction phase. This is based on preparation for and attendance at:
- scheduled Board meetings
- Board strategy away days
- the AGM
- meetings of the Non Executive Directors
- meetings with stakeholders
- updating meetings/training
- meetings as part of the Board development process
- meetings of the Council of Governors
Unless urgent and unavoidable circumstances prevent you from doing so, it is expected that you will attend the meetings outlined above.
2.2 The nature of the role makes it impossible to be specific about the maximum time commitment, and there is always the possibility of additional time commitment in respect of preparation time and ad hoc matters which may arise from time to time, and particularly when the Trust is undergoing a period of increased activity. At certain times it may be necessary to convene additional Board, committee or other meetings.
2.3 The average time commitment stated in 2.1 will increase should you become a committee member or Chair, or if you are given additional responsibilities, such as being appointed the Senior Independent Director or Deputy Chairman. Details of the expected increase in time commitment will be covered in any relevant communication confirming the additional responsibility.
2.4 By accepting this appointment you undertake that, taking into account all other commitments you may have, you are able to, and will, devote sufficient time to your duties as a Non Executive Director.
3.1 You will be expected to perform your duties, whether statutory, fiduciary or common-law faithfully, efficiently and diligently to a standard commensurate with both the functions of your role and your knowledge, skills and experience.
3.2 You will exercise your powers in your role as a Non Executive Director having regard to relevant obligations under prevailing law and regulation, including the Companies Act 2006.
3.3 You will have particular regard to the Monitor NHS Foundation Trust Code of Governance and the Nolan Principles.
In your role as Non Executive Director you will be required to:
- constructively challenge and help develop proposals on strategy;
- scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;
- satisfy yourself on the integrity of financial information and that financial controls and systems of risk management are robust and defensible;
- devote time to developing and refreshing your knowledge and skills;
- uphold high standards of integrity and probity and support the Chairman and other Directors in instilling the appropriate culture, values and behaviours in the Boardroom and beyond;
- insist on receiving high-quality information sufficiently in advance of Board meetings; and
- take into account the views of Governors and other stakeholders where appropriate.
3.4 You will be required to exercise relevant powers under, and abide by, the Trust’s Constitution and Standing Orders.
3.5 You will be required to exercise your powers as a Director in accordance with the Trust’s policies and procedures.
3.6 You will disclose any direct or indirect interest which you may have in any matter being considered at a Board meeting or committee meeting and you will not vote on any resolution of the Board, or one of its committees, on any matter where you have any direct or indirect interest.
3.7 You will immediately report on your own wrongdoing or the wrongdoing or proposed wrongdoing of any employee or Director of which you become aware.
3.8 Unless specifically authorised to do so by the Board, you will not enter into any legal or other commitment or contract on behalf of the Trust.
4. Remuneration and Expenses
4.1 The annual fee rate as at the date of this letter is £12,625 gross per annum, paid monthly in arrears. This fee covers all duties, including service on any Board committee or Trust subsidiary, with the exception of committee chairmanships and certain additional responsibilities as may be determined from time to time.
4.2 All fees will be paid through PAYE and are subject to income tax and other statutory deductions
4.3 Fees will be subject to an annual review by the Council of Governors.
4.4 The Trust will reimburse you for all reasonable and properly documented expenses you incur in performing your duties of your office. The procedure and other guidance in respect of expense claims is set out in Appendix 1 of the Terms and Conditions of Appointment.
4.6 On termination of the appointment you shall only be entitled to such fees as may have accrued to the date of termination, together with reimbursement in the normal way of any expenses properly incurred prior to that date.
5. Independence and Outside Interest
5.1 The Trust has determined you to be independent, taking account of the guidance contained in A.3.1 of The NHS Foundation Trust Code of Governance.
5.2 You have already disclosed to the Trust the commitments you have outside this role. You must inform the Trust in advance of any changes to these commitments. In certain circumstances the agreement of the Council of Governors may have to be sought before accepting further commitments which either might give rise to a conflict of interest or a conflict of any of your duties to the Trust or which might impact on the time that you are able to devote to your role at the Trust.
5.3 It is accepted and acknowledged that you may have business interests other than those of the Trust and have declared any conflicts that are apparent at present. In the event that you become aware of any further potential or actual conflicts of interest, these should be disclosed as soon as they become apparent and, again, the agreement of the Council of Governors may have to be sought.
6.1 You acknowledge that all information acquired during your appointment is confidential to the Trust and should not be released, communicated, nor disclosed either during your appointment or following termination (by whatever means), to third parties without prior clearance.
6.2 This restriction shall cease to apply to any confidential information which may (other than by reason of your breach) become available to the public generally.
6.3 You acknowledge the need to hold and retain Trust information (in whatever format you may receive it) under appropriately secure conditions.
6.4 You hereby waive all rights arising by virtue of Chapter IV of Part I of the Copyright Designs and Patents Act 1988 in respect of all copyright works created by you in the course of performing your duties hereunder.
7.1 Immediately after appointment, the Trust will provide a comprehensive, formal and tailored induction. You will be expected to make yourself available during your first year of appointment for not less than an additional 5 days for the purpose of the induction. Further details will be communicated in due course
8. Review Process
8.1 The performance of individual Non Executive Directors and the whole Board and its committees is evaluated periodically. The Trust Chair has responsibility for reviewing the performance of Non Executive Directors and reporting to the Appointments and Remuneration Committee.
9.1 On an ongoing basis, and further to the Board evaluation process, we will make arrangements for you to develop and refresh your skills and knowledge in areas which we mutually identify as being likely to be required, or of benefit to you, in carrying out your duties effectively. You should endeavour to make yourself available for any relevant training sessions which may be organised for the Board.
10. Insurance and Indemnity
10.1 The Trust has Directors’ and Officers’ liability insurance in place and it is intended to maintain such cover for the full term of your appointment. You have been informed of the current liability limit, on which the Board is updated from time to time. Other details of the cover are available.
11. Independent Professional Advice
11.1 Circumstances may occur when it will be appropriate for you to seek advice from independent advisers at the Trusts expense. A copy of the Boards agreed procedure under which Directors may obtain independent advice will be provided. The Trust will reimburse the reasonable costs of expenditure incurred by you in accordance with its policy
12. Changes to Personal Details
12.1 You shall advise the Company Secretary promptly of any changes in address or other personal contact details.
13. Return of Property
13.1 Upon termination of your appointment with the Trust (for whatever cause), you shall deliver to the Trust all documents, records, papers or other Trust property which may be in your possession or under your control, and which relate in any way to the business affairs of the Trust and you shall not retain any copies thereof.
14. Data Protection
14.1 You consent to the Trust holding and processing information about you for legal, personal, administrative and management purposes and in particular to the processing of any sensitive personal data (as defined in the Data Protection Act 1998) including, as and when appropriate:
(a) Information about your physical or mental health or condition in order to monitor sick leave and take decisions as to your fitness to perform your duties;
(b) Information about you that may be relevant to ensuring equality of opportunity and treatment in line with the Trust’s equal opportunities policy and in compliance with equal opportunities legislation; and
(c) Information relating to any criminal proceedings in which you have been involved, for insurance purposes and in order to comply with legal requirements and obligations to third parties.
You consent to the transfer of such personal information to other offices the Trust may have or to other third parties, whether or not outside the European Economic Area, for administration purposes and other purposes in connection with your appointment, where it is necessary or desirable for the Trust to do so.
14.2 You will comply at all times with the Trusts data protection policy, a copy of which will be provided to you.
15. Rights of Third Parties
15.1 The Contracts (Rights of Third Parties) Act 1999 shall not apply to the letter containing details of your terms and conditions. No person other than you and the Trust shall have any rights under the letter and the terms of the letter shall not be enforceable by any person other than you and the Trust.
16.1 This constitutes the entire terms and conditions of your appointment and no waiver or modification thereof shall be valid unless in writing and signed by the parties hereto.