Governance of NHS endowment funds: review report

Appendix 3

Recommended changes to the National Health Service (Scotland) Act 1978

NHS-linked charities in Scotland

Status

An NHS-linked charity in Scotland shall be a body corporate.

[conversion wording to confirm continuity of Scottish charity number]

Purposes

An NHS-linked charity has charitable purposes for the advancement of health for the public benefit to improve the physical and mental health of the people of Scotland and the prevention, diagnosis and treatment of illness.

Membership

The board shall consist of no fewer than 7, and no more than 11, members.

The first Chair shall determine the size of the first board. Thereafter, the trustees shall determine the size of the board from time to time.

The majority of trustees shall be independent of the relevant NHS Board. In this context, "independent" means they must not be board members of the relevant Health Board, nor are such trustees appointed by the Health Board ("non-Health Board trustees")

The first Chair and the first non-Health Board trustees shall be appointed by [mechanism to be identified so there is an appointer, which may involve a specially established independent selection panel.]

After the tenure of a first non-Health Board appointed trustee comes to an end, the open recruitment and appointment processes leading to the appointment of a non-Health Board appointed trustee shall be determined by the NHS-linked charity. The non-Health Board appointed trustees shall be in the majority in the recruitment process which selects non-Health Board appointed trustees.

The open recruitment and appointment processes leading to the appointment of the second and subsequent Chair of an NHS-linked charity shall be determined by the trustees of that NHS-linked charity. The non-Health Board appointed trustees shall be in the majority in the process which selects the second and subsequent Chair.

The minority of trustees shall be nominated by the relevant NHS Board.

The Chair and trustees shall be appointed for a three year term and shall be eligible for re-appointment for a second three year term. [Consider provisions for rotation to ensure tenure of all trustees does not come to an end at the same time].

Trustees may resign office by notice in writing addressed to the Chair.

[Procedures will exist for removal of trustees in appropriate circumstances, which may include:

• the disqualification of the trustee under charity law or other legal provisions
• the incapacity of the trustee
• the apparent insolvency of the trustee
• the absence of the trustee from meetings of the trustees over an extended period without permissions
• if the trustee's removal would otherwise be in the best interests of the charity].

Committees

The Board of Trustees may establish committees for any purpose relating to its functions.

A committee may include as members persons who are not trustees, but the chair of the committee must be a non-Health Board trustee.

Procedure and meetings

The relevant quorum for meetings of the trustees shall be [TBC] and must comprise a majority of non-Health Board trustees.

[Provisions for quorum if there is a vacancy]

[Provisions for first-appointed board and transition]

Other than the quorum provisions in X above, the Board of Trustees may determine its own procedures and those of its committees.

Expenses

The Board may refund to each of the trustees and the members of any committee such reasonable expenses as the Board determines.

General powers

The Board of Trustees may do anything which appears to it –

(a) to be necessary or expedient for the purposes of, or in connection with, the exercise of its functions;

(b) to be conducive to the exercise of those functions.

The Board of Trustees may delegate the exercise of its functions to such extent and subject to such conditions as it considers appropriate, and may vary or revoke any delegations made.