GOVERNANCE MANUAL
The Purpose of this Manual
This manual is the guiding reference resource for Trustees, Associate Trustees, the Chief Executive, members of the Executive Leadership Team and all others involved in governing St Michael’s Hospice. It is written to meet the expectations of external regulatory bodies and is a practical tool for improving performance, effectiveness and efficiency in the governance of St Michael’s.
It is to be read in conjunction with the Articles of Association. The Articles are the primary governance document and supersede any guidance provided in this manual. Should there be any doubt or conflict between these documents the Articles are to be followed.
This Governance Manual is a live document, and updates will be issued only when approved by the Board at its meetings. If in doubt about the extant version of this manual, please consult the Chief Executive
Section 1 - Corporate Background and Structure
1.1 Introduction
St Michael’s Hospice (St Michael’s) provides palliative and end of life care (PEoLC) for adults with life-limiting conditions.
We admitted our first patient on 31st October 1984 and Princess Alexandra officially opened St Michael’s in May 1985.
Our multi-disciplinary approach involves medical, nursing, social, psycho-spiritual and emotional care, which we provide 24 hours-a-day, 365 days a year. Care is free to all.
St Michael’s operates from its main building in Bartestree, just east of the city of Hereford. Our long-term strategic goal is to deliver more of our services in the community and closer to the person’s home. What we do is less about the buildings and more about the breadth and availability of our services. People are entitled to choose how and where they receive their care and this can be at home or at St Michael’s.
1.2 Objects, Purpose, and Mission
The objects of St Michael’s are to improve the quality of life of adults with life-limiting conditions and their families through the provision of PEoLC in such ways as St Michael’s shall from time to time think fit, and in particular (but without prejudice to the generality of such object):
1. By establishing, maintaining, and conducting a specialist PEoLC in-patient unit in Herefordshire.
2. By providing, assisting, and encouraging the provision of PEoLC in out-patient settings and/or in the usual place of residence of individuals.
3. By providing, assisting, and encouraging the provision of supportive care and psycho-spiritual support in all appropriate settings.
4. By influencing, promoting, encouraging, and improving the provision of PEoLC services through innovation, education, and best practice.
5. By influencing and educating our community on PEoLC, death and dying.
1.3 Purpose
We believe everyone should have access to care that enables them, and those close to them, to live and die well.
1.4 Mission
Working alongside our community, our Mission is to ensure that adults in Herefordshire and the surrounding areas, benefit from PEoLC when needed. This includes supporting loved ones throughout bereavement and beyond.
1.5 Values
Our values statement is “What matters to you is what’s important to us”.
To ensure we deliver upon this every day, we empower people to work collaboratively to reach the best possible decisions, realise them in the best possible way and at the best possible time.
We value: knowledge, judgment, and kindness in reaching the best possible decisions, courage, integrity, and passion in realising those decisions in the best
possible way, and honesty, empathy, and determination in doing so at the best possible time.
Living our values influences the way we behave. The way we behave informs the way we do things. The way we do things is the St Michael’s way.
1.6 Our Strategic Intentions
In directing how we will work towards achieving our Mission we will be guided by the following Strategic Intentions:
1. Increase accessibility and availability of care.
2. Improve quality of care wherever it is provided.
3. Be a sustainable and well led organisation.
4. Be a great place to work and volunteer.
5. Generate funding to deliver care in the most efficient and responsible way.
1.7
Principal Activities
In realising our belief that everyone should have access to care that enables them, and those close to them, to live and die well. Our Principal Activities are:
1. Adult inpatient care.
2. Adult outpatient care.
3. Adult community care.
4. Supportive care in all settings (inpatient, outpatient and community).
5. Education and Training.
1.8
Support for Principal Activities
The Executive Leadership Team (ELT) provide leadership, and management to the Finance & Operations, People, and Income Generation, Marketing & Communications teams. These teams provide support to the Care team in delivering on our Principal Activities.
The Income Generation team maintain the necessary income needed by St Michael’s to deliver its services as statutory funding (primarily from NHS) makes up only a small proportion of what is required
1.9
Operating Structure
St Michael’s operates with delegation of operational responsibility from the Board to the Chief Executive and subsequently on to the ELT, with overall governance responsibilities reserved to Trustees. This Governance Manual describes these arrangements.
St Michael’s has a comprehensive range of operational policies and procedures that it maintains and documents in line with the requirements of the Care Quality Commission (CQC), which regulates the clinical activity of St Michael’s. St Michael’s conforms to all pertinent codes of governance and practice for all of its regulated activities
Section 2 – Board
Roles and Responsibilities
2.1 Introduction
The Trustees of St Michael’s are St Michael’s Trustees under charity law and directors under the Companies Act. Collectively they form the Board, which holds ultimate responsibility for the governance, Strategy, compliance and long-term sustainability of St Michael’s. Trustees set St Michael’s direction, uphold its values and ensure it acts only in furtherance of its charitable Purposes
The ELT includes individuals with the title Director, but they are not directors in the legal sense and do not hold the governance responsibilities of the Board. Operational management is delegated to the Chief Executive and ELT, who are accountable to the Board for delivery within agreed frameworks.
Trustees must act in accordance with charity law, company law and the Articles of Association, as well as the wider laws of England and Wales
They must carry out their duties with reasonable care and skill, use St Michael’s resources responsibly, manage risk, protect St Michael’s assets and reputation, and ensure it is solvent and properly managed, in accordance with their non-delegable duties of prudence, care and compliance. Trustees act collectively and share responsibility for decisions.
The Charity Commission expects Trustees to act reasonably and prudently in all matters relating to St Michael’s and its long-term interests. Trustees may incur personal liability if they breach their duties, act negligently or dishonestly, cause loss, allow St Michael’s to continue its activities while insolvent, or act outside their authority. As directors of the company, Trustees are not liable for the debts of the company nor liable in contract or tort beyond the sum they guarantee (£2), provided they act within their duties and the law. Taken together, this means Trustees remain protected from ordinary organisational liabilities, and personal liability only arises where a Trustee’s own actions fall outside the scope of their lawful and proper duties.
The role of the Board has five main parts:
1. To lead St Michael’s, establish its Purpose, Mission, and values and ensure it manages and mitigates risk and realises financial sustainability.
2. To appoint the Chief Executive and manage their performance.
3. To guide the development of strategies to achieve St Michael’s aims and oversee the implementation of these strategies that are delegated to the Chief Executive and the ELT
4. To monitor the performance of St Michael’s against all relevant standards and ensure that it provides the highest quality of care, balanced with the effective, efficient and economic use of St Michael’s resources and assets.
5. To ensure compliance with the law and accountability to the St Michael’s stakeholders, and to effectively manage risk
6. To ensure that the Board itself performs effectively and contains people with the skills and experience it needs.
The full Trustee role description is at Annex A.
Diversity, Recruitment and Induction
2.2 Diversity Statement
St Michael’s is committed to developing a Board that reflects the diversity of the community it serves and brings a broad mix of backgrounds, skills, lived experience and perspectives. The Board recognises that inclusion strengthens governance, improves decision-making and supports better outcomes for service users.
Each year the Board will review its diversity, representation and accessibility, supported by data where possible, and will identify practical steps to address gaps or barriers to participation. These practical steps will be recorded in an action plan, which the Board will then assess the following year, and report against in the annual report to the Charity Commission.
Recruitment and succession planning will be carried out using fair and transparent processes that widen access, reduce bias and encourage applications from underrepresented groups.
The Board will model inclusive behaviour and ensure its culture, meetings and information are accessible to all Trustees
2.3 Recruitment and Succession Planning
The Board will regularly review its composition, future needs and anticipated retirements to ensure it has the collective skills, experience, values and lived experience required to govern St Michael’s effectively. This review will be supported by a Board skills, livedexperience and diversity audit that is carried out in advance of any recruitment process. The audit will identify strengths, gaps and future needs linked to St Michael’s Strategy, risks and expected challenges.
The Board is responsible for promoting inclusive governance and improving the diversity of its membership. Trustees should consider St Michael’s values, lived experience and public expectations when planning recruitment and Board development.
When recruitment is required, the Board will review and agree the role description (at Annex A), the skills and experience sought and the criteria for selection. Recruitment will take place through open and transparent advertising to ensure fairness and widen access, supported by targeted outreach to encourage applications from people and groups currently underrepresented on the Board. Informal networks may be used to raise awareness of opportunities but will not replace an open process.
The Board will appoint a Recruitment Committee to oversee Trustee and Associate Trustee recruitment. The Committee will consist of at least three Trustees, one of whom will act as Chair of the Committee. The Chief Executive will also be involved, and their opinion should be taken into account by the Committee. The Committee is responsible for ensuring that recruitment is fair, inclusive and aligned with the Board’s agreed requirements.
Candidates will be asked to complete application paperwork online or in hard copy including the St Michael’s Volunteer Application Form, the current Confirmation of Trustee Eligibility
form (https://www.gov.uk/government/publications/confirmation-of-charity-Trustee-eligibility) and the Declaration of Interests.
Before interview, prospective candidates will be invited to an informal discussion with the Chief Executive and members of the Recruitment Committee. This discussion enables the Committee to ensure that candidates understand the responsibilities, time commitment and expectations of Trusteeship at St Michael’s, to provide information about St Michael’s, its governance structure and the nature of the role, and enable candidates to ask questions and consider whether they wish to proceed.
The Recruitment Committee will then review the submitted documents and will:
• shortlist applicants against the agreed criteria
• conduct interviews
• recommend the preferred candidate(s) to the Board, explaining whether they are proposed as a Trustee or an Associate Trustee.
Trustees are appointed by the Board. In accordance with the Articles, Trustees are appointed for three-year terms, and must stand down for a minimum of one year once three terms have been served, unless extraordinary circumstances necessitate a fourth or further term.
Once the Board has approved an appointment, the individual will receive a formal offer confirming whether they are appointed as a Trustee or an Associate Trustee. Following acceptance, the Company Secretary will arrange for the remaining onboarding documentation to be sent to the nominated Trustee for completion. This includes the Companies House AP01 appointment form for Trustee roles, the statutory eligibility declaration under charity and company law, the fit and proper person declaration and an Enhanced DBS check, as well as a declaration of interests form and volunteer preappointment checks in line with the Volunteer Recruitment Policy Trustees must declare all other Trusteeships, directorships and interests on appointment and throughout their term.
The Company Secretary will notify Companies House and the Charity Commission after the appointment has been confirmed and will ensure that all statutory filings and internal records are completed. Induction will then begin in line with Section 2.4.
Associate Trustees will be recruited using the same principles, with clarity about expectations, responsibilities and the term of the role. They will be considered as part of wider Board succession planning where appropriate. Associate Trustees are expected to complete all the same forms and checks as full Trustees, although will not be registered with the Charity Commission or Companies House.
2.4 Associate Trustees
Associate Trustees support the work of the Board by contributing their knowledge and experience without taking on the statutory duties and legal responsibilities of a company director and St Michael’s Trustee. The role provides a structured way for individuals to become involved in St Michael’s governance, to offer specialist expertise and, where appropriate, to consider moving into a Trustee role in future.
Associate Trustees are not Trustees for legal or regulatory Purposes. They do not have Board voting rights, are not counted towards quorum and may not act on behalf of the Board.
Before appointment, an Associate Trustee must sign the Associate Trustee Commitment and Disclosure Form. Associate Trustees are expected to adhere to the same standards and procedures as Trustees, despite not having the same legal status and being unable to vote or hold delegated authority.
Unlike full Trustees, Associate Trustees are appointed for a one-year term. Their contribution will be reviewed by the Board as part of normal governance oversight. An Associate Trustee may be invited to become a full Trustee at any point, subject to the usual appointment process.
The Board will agree which Committee an Associate Trustee will attend. Associate Trustees are expected to contribute constructively to discussions, offer relevant expertise and support effective decision making. Associate Trustees are not expected to meet as a separate group.
2.5 Induction and Ongoing Development
All newly appointed Trustees and Associate Trustees will receive a structured induction to ensure they understand the responsibilities, expectations and boundaries of their role. This induction and any mentoring of Trustees and Associate Trustees will be directed and managed by the People Director. It will cover St Michael’s Purpose, Strategy, key services, governance arrangements, financial position, and major risks, as well as training on safeguarding duties and the responsibilities of Trustees under charity and company law.
Induction will also cover the expectations set out in the Charity Governance Code and the Charity Commission's guidance The Essential Trustee Trustees will be provided with clear information on the distinction between governance and management, the limits of delegated authority and the standards of conduct expected of them.
New Trustees will receive an induction pack. This will include:
• the Articles of Association
• this Governance Manual
• recent Board and Committee papers, including financial accounts
• the most recent annual report and accounts
• the current strategic plan
• the organisational structure and key roles
• the risk register
• the annual governance cycle and meeting schedule
Trustees will also be given an early opportunity to:
• meet the Chair
• meet the Chief Executive
• meet members of the ELT
• visit St Michael’s to understand service delivery, and
• observe relevant Committee meetings
Trustees may attend the organisational induction session offered to staff and volunteers.
Trustees are expected to participate in training, including safeguarding, risk management, financial oversight, charity law and sector developments relevant to their role.
2.6 Term renewals
When a Trustee is nearing their third Annual Members Meeting, the Chair will ask the Trustee if they are willing to be reappointed for another term. If the Trustee expresses their willingness to stand again. At the Members Meeting itself, the Trustee concerned will leave the room while the Board, acting as Members, discuss whether they should be appointed for another term. A vote is taken and the Trustee is invited to return to the room and be informed of the result.
Trustees are generally not eligible to stand for re-election after three terms, however, in extraordinary circumstances where their ongoing appointment is absolutely necessary, they may be considered for a fourth (or further) term Such extensions must only be used in genuinely exceptional circumstances.
2.7 Expectations of Trustees
Trustees are expected to:
• aim to attend all meetings, and to attend a minimum of two-thirds of the meetings each year
• participate in at least one Committee
• contribute constructively to discussions and decision-making
• comply with the Code of Conduct and all relevant policies
• maintain confidentiality
• prepare for meetings and read papers in advance
• engage in annual evaluation of their contribution
• represent St Michael’s professionally and uphold its reputation
• observe the boundary between governance and management and respect the operational authority of the Chief Executive, unless or until this is amended by the Board acting collectively.
• Provide six months’ notice of their intention to resign/retire.
2.8 Disqualification and updates
Trustees must notify the Chair or Company Secretary immediately if they become disqualified from acting as a Trustee or director under relevant legislation. This includes restrictions relating to unspent offences for financial offences, being on the sex offenders register, insolvency restrictions and certain regulatory findings.
2.9 Risk and financial oversight
2.9.1
Risk oversight
The Board sets St Michael’s risk appetite and is responsible for monitoring strategic risks. Trustees must ensure that risk registers are reviewed regularly, controls are effective and mitigating actions are tracked. Committees must escalate significant risks to the Board.
2.9.2
Financial oversight
The Board must receive assurance on financial management system and financial performance through regular management accounts, cash flow forecasts, budgets and audit reports. Finance, Investment & Operations Committee provides detailed scrutiny and escalates concerns to the Board. It is the responsibility of all Trustees to be assured of the financial management and health of St Michael’s.
2.10
Trustee responsibilities and policies
2.10.1 Register of Interests
Trustees must abide by the Conflict of Interest Policy at all times.
Trustees must ensure that their private and personal interests do not influence their decisions. Trustees must not use their position to obtain personal gain of any sort, either for themselves directly or a personal contact. All Trustees must declare actual or potential conflicts of interest and keep their declarations up to date. The Board will maintain a register of interests and review it annually. Trustees must declare interests at the start of each meeting. Where a conflict is identified, the Trustee will withdraw from discussion and decision-making as required.
2.10.2 Safeguarding
The Board is responsible for safeguarding assurance across St Michael’s. Trustees must ensure St Michael’s has effective safeguarding policies, reporting pathways, staff training and safer recruitment practices. The Board must receive regular safeguarding reports, review trends, escalate concerns, and ensure that serious safeguarding incidents are reported to the Charity Commission where required.
2.10.3
Data Protection and Confidentiality Governance
The Board must ensure that St Michael’s complies with data protection legislation, including the UK GDPR. Trustees must receive assurance about data security, breaches, retention, and information governance. Data breaches that risk serious harm must be escalated to the Board and reported to the Information Commissioners Office (ICO) where appropriate.
2.10.4
Counter-Terrorism and Sanctions
Trustees must ensure that St Michael’s assets, staff, volunteers and premises are not used in any way that supports or appears to support criminal, extremist or proscribed organisations. Trustees must comply with UK sanctions law, avoid dealings with proscribed groups and ensure appropriate checks are made where risk is identified. Any known or suspected link to proscribed activity must be reported immediately to the Chair and Chief Executive.
2.10.5
Due Diligence on Donations and Anti-Money Laundering
Trustees must ensure that proportionate due diligence is carried out on significant or unusual donations, including confirming the identity and legitimacy of donors where appropriate. Donations suspected to be the proceeds of crime must not be accepted and must be reported to the appropriate authority. Concerns should be discussed with the Chief Executive and Chair.
Trustees must ensure that decisions about accepting or refusing donations are made in the best interests of the St Michael’s. Decisions must be reasonable, evidence-based and free from personal, political or commercial influence. Donations that pose ethical, reputational or legal risk must be escalated to the Board.
2.10.6
Fraud and Irregularity
Trustees must act to protect the assets and interests of St Michael’s and report any concerns about possible fraud, irregularity or misuse of resources to the Chief Executive or Chair. Trustees must be alert to opportunities for fraud and ensure appropriate controls are maintained.
2.10.7
Gifts and Hospitality
Trustees must not accept or offer gifts or hospitality that could reasonably be perceived as influencing their judgement, nor should they offer hospitality to others on behalf of St Michael’s without proper authority. Gifts of cash or cash equivalents must not be accepted. Any accepted hospitality or token gifts must be declared and recorded in the gifts and hospitality register held by the Chief Executive. Trustees should seek advice from the Chair if uncertain about accepting a gift or hospitality. Trustees should draw attention to this manual when courteously declining an offer. Receipt of any gifts of cash or cash equivalents are deemed to be a donation to St Michael’s and will be treated as such and duly recorded.
2.10.8
Procurement and Fair Competition
Trustees must ensure that procurement and tendering processes are fair, transparent and based on merit. No preferential treatment must be given to suppliers with personal or professional links to Trustees. Any such connection must be declared in advance, and conflict of interest procedures must be followed.
2.10.9
Confidentiality
Trustees must protect confidential information acquired in their role and only disclose information where required by law or where authorised by the Chair or Chief Executive. Confidential information includes personal data, financial information, contractual matters, legal issues, information relating to negotiations, and donor or grant-maker details. Trustees should seek advice from the Chair if uncertain about disclosure.
2.10.10
Reputational Responsibility
Trustees must act in ways that protect and enhance the reputation of St Michael’s. Trustees must avoid any behaviour, in their role or personal capacity, that could reasonably be expected to bring St Michael’s into disrepute.
2.10.11
Political Activity
St Michael’s is a non-party political organisation. Trustees must not use their role or any hospice resources to promote party political views.
2.10.12
Trustee–Executive and Trustee–Staff Boundaries
Trustees must maintain clear professional boundaries with staff and volunteers. Trustees must not (with the exception of the Chief Executive) direct staff, become involved in operational management or criticise staff performance individually. Any concern about staff
performance must be raised with the Chair or Chief Executive. Trustees must declare close personal relationships with staff so that risks can be managed appropriately.
2.10.13 External Communications
and Media
Trustees must represent St Michael’s responsibly when speaking externally. All media enquiries must be referred to the Chief Executive or delegated spokesperson. Trustees must avoid public statements that could bring St Michael’s into disrepute.
2.10.14 Representation of the St Michael’s
When acting in their capacity as Trustees, individuals must present St Michael’s in a fair, accurate and constructive manner and ensure their conduct reflects well on St Michael’s
2.10.15 Escalation Routes for Concerns
Trustees must raise concerns about governance, safeguarding, financial matters or serious incidents promptly with the Board. Where appropriate, Trustees must follow St Michael’s safeguarding, whistleblowing and serious incident reporting procedures.
Trustees must report serious incidents to the Charity Commission when they arise. A serious incident is an adverse event, actual or alleged, that results in or risks significant harm to St Michael’s beneficiaries, staff, volunteers, finances, reputation, assets or operations. The Charity Commission requires Trustees to report serious incidents where they involve significant harm, significant loss, significant risk or material regulatory concern.
Trustees have a collective duty to ensure that serious incidents are identified, managed and, where required, reported to the Charity Commission. Trustees must be satisfied that St Michael’s has appropriate procedures for identifying and escalating concerns and that staff understand their responsibilities.
Trustees must ensure that serious incidents are addressed promptly, risks are mitigated and appropriate action is taken to protect people and assets. Trustees must also ensure that incidents are recorded, reviewed and used to strengthen future practice.
Any Trustee who becomes aware of a potential serious incident must inform the Board. Where a serious incident meets the Commission’s reporting threshold, the Board must collectively agree and arrange for a serious incident report to be submitted using the official online form: https://forms.charityCommission.gov.uk/raising-concerns/serious-incidentreporting-charity/
The report should be made as soon as reasonably possible and include:
• what happened
• when and where it occurred
• who was affected
• how it is being managed
• what action is being taken to prevent a recurrence
If the situation develops, an updated report must be submitted.
2.11 Board and Trustee Performance
The Board will review its effectiveness annually, including its culture, decision-making, diversity, performance and compliance with the Charity Governance Code.
Individual Trustees will participate in an annual review of their contribution, identifying strengths, development needs and plans for ongoing learning, and including input from the Chief Executive and other Board-facing staff. The Chair’s performance will be reviewed separately using a process agreed by the Board.
Section 3 – Board Officers
Roles and Responsibilities
3.1 Introduction
The Board can appoint a Chair and 2 Vice Chairs from the Trustees, and a Company Secretary, who is not a member of the Board
3.2 Chair
Role Description - Chair
3.2.1 Overall Purpose of Role
To provide overall leadership to the Board to ensure Trustees fulfil their responsibilities. After consultation with the Board to set annual objectives, appraise performance, support, monitor and, where appropriate, challenge the Chief Executive.
3.2.2 Summary of Main Responsibilities
• To ensure the Board functions effectively.
• To ensure Trustees understand their responsibilities.
3.2.3 Key Responsibilities and Tasks
To ensure the Board functions effectively by:
• Chairing Trustee meetings effectively, seeking consensus, balancing the need for full debate on key questions with the expeditious dispatch of business to reach clear and agreed decisions as swiftly as possible.
• With the Chief Executive, preparing carefully structured agendas for Trustee meetings ensuring required reports are sent out with the agenda in good time.
• With the Chief Executive and Trustees, identifying the skills and experience required on the Board; seeking new Trustees from across the community; and developing a succession plan.
• Ensuring that Trustees comply with the Code of Conduct and the Governance Manual
• Reviewing the individual contribution of each Trustee on an annual basis
• To ensure Trustees understand their responsibilities by:
• Ensuring comprehensive Trustee induction and briefing programmes are in place.
• Ensuring the Board establish a governance and management model for St Michael’s and it functions effectively.
• Ensuring the Board review and approve a long-term Strategy for St Michael’s, with objectives that can be monitored.
• Ensuring the Board monitors progress in implementing Strategy and short-term operational plans.
• Ensuring that appropriate arrangements are in place to support, monitor and review the work of the Chief Executive and conduct a performance review annually. Such review to be delivered by the Chair and one other Trustee, with input from the entire Board
To ensure that St Michael’s plans strategically by:
Understanding the dynamics of the charity sector, anticipating new developments and their potential impact on St Michael’s.
With the Chief Executive and ELT, leading the Trustees to develop, appraise and update strategic plans and to monitor performance against such plans as are adopted by the Board.
Providing support and leadership to the Chief Executive on behalf of the Board and upholding the Chief Executive’s operational leadership through the delegation of authority.
With the Board, ensure that a governance and financial policy framework is established to enable the Board to discharge its responsibilities and in particular to ensure that:
• Governance, financial policy and accountability frameworks are established within which the Executive Management shall manage St Michael’s
• A performance evaluation process for staff is in place.
• The Chief Executive is clear about the key performance indicators by which the Board will hold him or her and the senior management team accountable.
• Ensuring the Board focuses on its governance role and does not slip incrementally into the management role.
• The particular risk factors inherent in St Michael’s activities are analysed and managed.
• Clear guidelines are in place on subjects where judgements might vary: e.g. investment policy, equal opportunities, the treatment of restricted funds.
Note: Some of the duties listed above may be delegated to other Trustees.
3.3 Vice Chairs (if appointed)
Role Description – Vice Chairs
3.3.1 Overall Purpose of Role
Deputise and support as required by the Chair, or the Board in their absence
3.3.2 Key Responsibilities and Tasks
• To deputise for the Chair in their absence or where a conflict of interest arises.
• To keep sufficiently involved in the affairs of St Michael’s so as to be ready to deputise for the Chair.
• To undertake specific tasks and fulfil specific responsibilities delegated by the Chair, with the approval of the Board as appropriate.
• To ensure the process of appraising the Chair takes place.
3.4 Company Secretary
Role Description
3.4.1 Overall Purpose of Role
Article 33 of the Articles of Association state that St Michael’s may have a company secretary Note that the Company Secretary is not a voting member of the Board.
3.4.2 Key Responsibilities and Tasks
• To maintain the company's statutory registers
• To organise members’ meetings as required
• To update the records held by Companies House and Charity Commission
• To maintain the company's registered office
• To manage and store Board and Committee Minutes
• To submit the Annual Return and file the accounts
Section 4 – Committee and Working Party Structure
4.1 Introduction
This section defines the Committee and Working Party structure in use by St Michael’s and lists existing groups involved in governing St Michael’s It clarifies the terms of reference of all such groups, including membership, obligations of members, and limits to delegated powers. It also clarifies the powers of the Board and Chief Executive to initiate, end or amend groups and/or their terms of reference.
4.2 Board Committees
4.2.1 Membership and Reporting
The Board shall appoint the Chair and members of the Committees.
The Board Chair will be excluded from membership of the Committees except in exceptional circumstances agreed by the whole Board (for example, where there are insufficient numbers of Trustees to ensure Committees are quorate or there is no other Trustee suitably qualified).
Membership of the Committee will comprise:
• A minimum of two Trustees and one Associated Trustee (three in total) nominated by the Board (for FIOC one of which must hold a relevant professional qualification).
• The member of the ELT with responsibility for the Strategy which is the focus of that Committee
• The direct reports of the ELT members with responsibility for the Strategy which is the focus of that Committee may as determined by the Chair attend as required and appropriate.
The Chief Executive may attend all Committees. Any Trustee may attend a Committee meeting, including those at which they are not a member.
Until otherwise determined by the Board, a quorum shall consist of three members of the Committee at least two of whom should be Trustees.
Committee membership will be reviewed whenever there is a change in Trustees or if a Trustee requests to cease membership of a Committee
4.2.2 Meetings
Committees shall normally meet quarterly or more frequently as appropriate. The meeting date shall allow for the business of those meetings to be shared in advance of the next meeting of the Board.
Committee Chairs will provide regular reports to the Board and escalate significant risks, incidents or governance concerns promptly. Minutes of Committee meetings will be shared as part of Board papers.
Committees are authorised to obtain appropriate external legal and other professional advice in order to fulfil their responsibilities to the Board, solely in line with budgetary and delegatory limits.
Committees are authorised to investigate on the behalf on the Board anything that threatens or adversely affects the accomplishment of St Michael’s aims and objectives, its assets, the reliability of all records and information, and its compliance with all relevant laws, regulations, policies and its governing instruments.
4.2.3 Powers & Functions
Under Article 9, the Board may delegate any of their powers or functions to a Committee, the composition of which is entirely in the discretion of the Trustees and can be given such mandates as the Board may think fit. Committees will report back directly to the Board in a format appropriate to the issue. Any powers, including budgetary powers must be explicitly delegated, whether in the terms of reference or other resolution of the Board.
Where no power or function is expressly delegated to a Committee it should make recommendations directly to the Board.
4.2.4 Permanent Board Committees
• Finance, Investment & Operations Committee (FIOC)
• Income Generation, Marketing and Communications Committee (IGMCC)
• Care Committee (CC)
• People Committee (PC).
The terms of reference of Board Committees are set out in sections 4.4-4.7
4.3 Working Parties
The Board or the Chief Executive can set up Working Parties.
• If the Chief Executive sets one up, then items appropriate for consideration by the Board will be raised via a special report to the Board.
• Working Parties are time limited and exist for a clearly defined Purpose
• Working party members must adhere to St Michael’s Trustee Code of Conduct.
• Working parties have no delegated authority unless explicitly given by the Board of Trustees.
4.4.1 FIOC Terms of reference
Overall Purpose of Committee
The FIOC is delegated responsibility on behalf of the Board:
• To ensure the St Michael’s and companies’ assets are protected;
• To ensure that there is a framework for accountability to include financial systems and controls;
• That there are appropriate means to identify and manage the risk of conflicts of interest, and mitigate as far as possible loss, waste, bribery, theft or fraud;
• To assure the Trustees that management are using good systems and controls to produce financial reporting that is robust and of sufficient quality;
• To make changes to investment holdings (with the exception of Property) in line with the Strategic Investment Policy and subsequently notify the Board.
• That the Trustees are complying with charity law and regulation relating to finance and tax.
• To approve the following documents/policies:
o Finance Handbook
o Data Protection and Confidentiality Policy and Procedure
o Fitness of Charity Premises Policy
o Health & Safety Policy
Key Responsibilities and Tasks
To provide recommendations, information and assurance to the Board about the financial stewardship of St Michael’s Further, the Trustees will take responsibility for oversight relating to Information Management and Systems, and Support Operations including Health & Safety.
Strategy
• To approve and subsequently receive detailed updates on the progress towards the achievement of the Strategic Responses in the Finance, Investments and Operations Strategy.
• To review the management accounts and forecasts pertaining to the FIOC. Investments
• To recommend to the Board the Strategic Investment Policy (and any changes where thought appropriate to the asset allocations).
• To recommend to the Board the appointment of the strategic investment manager(s) selected by the Committee on terms agreed appropriate to the scale of the investments and the type of asset classes managed.
• To monitor the performance of the strategic investment manager(s) against the objectives and Strategy set and appropriate industry standards recommending to the Board a full review of the appointment when considered appropriate.
• To monitor the sums available for investment and ensure that there is a robust system in place to assess future strategic and operational needs over the short to longer term.
Financial Reporting
• To ensure that the annual budgeting process is carried out in a timely and proper manner, review and recommend the same for approval by the Board.
• To ensure that detailed management accounts which highlight performance against budget are scrutinised and circulated to the Board at least quarterly.
• To ensure that detailed three-year forecasts are produced and reviewed at least annually.
• To recommend the Reserves Policy to the Board. Ensure that reserves are monitored, and make recommendations to the Board where reserves are, or are forecast to be, out of line with policy.
Insurance
• To review the insurance arrangements and systems for managing the placing of insurance prior to each renewal.
Risk Management
• To ensure that identified risks within Finance, Investments and Operations are captured in the Strategic Risk Register and are appropriately managed and mitigated against.
Facilities Management
• To monitor performance of St Michael’s particularly against standards set by legal and regulatory bodies.
Information Management and Systems
• To monitor performance of St Michael’s particularly against standards set by legal and regulatory bodies.
Audit
• To advise the Board on the minimum and optimum level of internal (if appointed) and external audit arrangements and to monitor these arrangements as agreed.
• To monitor internal and external audit reviews and to advise the Board accordingly.
• To consider the appropriateness of executive action following internal (if appointed) and external audit reviews and to advise senior management on any additional or alternative steps to be taken.
• To approve and subsequently recommend the Annual Financial Statements to the Board.
Specific responsibilities in respect of external auditors
• To determine the frequency of tendering for external auditing services.
• To consider tenders for the external auditing services and recommend to the Board which firm should carry out the annual external audit of St Michael’s statutory accounts.
• To scrutinise and advise the Board on the contents of the draft audit report and of any management letter that the auditors may wish to present to the Board, and to formulate for the Board any written representations that may be needed by the auditors in connection with St Michael’s statutory accounts or any other financial statements.
• To discuss with auditors the draft external audit report and draft management letter, reporting relevant issues back to the Board, and
advising the Board accordingly.
• To review the performance of St Michael’s auditors and advise the Board on any changes that ought to be made to their terms of engagement.
4.5.1 IGMCC Terms of Reference
Overall Purpose of Committee
The IGMC is delegated responsibility on behalf of the Board:
• To assure the quality, efficiency and effectiveness of charitable income streams (excluding statutory income) throughout St Michael’s
• To advise the Board on matters pertaining to Income Generation, Marketing and Communications at St Michael’s
• To ensure St Michael’s is complying with relevant legislation, regulation and applying best practice.
• To provide advice, information and assurance to the Board about significant income generation and marketing issues, including key governance activities.
• To consider the impact their fundraising methods will have on public opinion and safeguard the reputation and integrity of St Michael’s
Key Responsibilities and Tasks
Strategy
• To approve and subsequently receive detailed updates on the progress towards the achievement of the Strategic Responses in the Income Generation, Marketing and Communications Strategy.
Fundraising
• To be assured St Michael’s is meeting its legal and regulatory obligations.
• To ensure all fundraising policies are reviewed appropriately;
• To review the management accounts and forecasts pertaining to all charitable income.
Retail
• To assume responsibility on behalf of the Board for reviewing, monitoring and renewing property leases.
• To recommend entering into new leases to the Board.
• To ensure Retail operations are delivered in a tax efficient manner.
• To review the management accounts and forecasts for Retail operations.
Lottery
• To be assured St Michael’s is meeting its legal and regulatory obligations.
• To review the management accounts and forecasts for the Lottery.
Legacy
• To review and, as appropriate, advise the Board on matters pertaining to Legacies.
• To review the management accounts and forecasts for Legacies.
Marketing & Communications
• To oversee the communication of St Michael’s Purpose, Mission and Strategy to all stakeholders.
• To oversee the development of new and existing communications and marketing approaches that support the realisation of St Michael’s Strategy
Risk Management
• To ensure that identified risks within Income Generation, Marketing and Communications captured in the Strategic Risk Register and are appropriately managed and mitigated against.
Performance
• To identify a range of Key Performance Indicators against which the performance of St Michael’s with regard to Income Generation and Marketing can be measured and identify opportunities for further performance improvement
• To oversee the design, development, and implementation of ethical high quality fundraising, and marketing policies and procedures that reflect best practice.
4.6 Care Committee (CC)
4.6.1
CC Terms of Reference
Overall Purpose of Committee
The CC is delegated responsibility on behalf of the Board:
• To assure the Trustees on all matters relating to the quality of the Care provided to St Michael’s patients, families and carers. Care includes all medical, nursing, allied health professionals’ interventions (Occupational Therapy, Physiotherapy and Complementary Therapy, Counselling and Psycho-spiritual Care), and social work.
• To advise the Board on matters pertaining to Care at St Michael’s.
• To approve the following:
o Adult Safeguarding Policy and Procedure
o Safeguarding Children Policy and Procedure
Key Responsibilities and Tasks
To provide assurance to the Trustees that the Chief Executive (Nominated Individual), and the Directors of Care and Nursing (Registered Managers) have in place a programme for monitoring and improving the quality of care. The Trustees will take responsibility for oversight relating to quality and patient safety, monitoring and reviewing strategic development on behalf of the Board. Specifically: Strategy
• To approve and subsequently receive detailed updates on the progress towards the achievement of the Strategic Responses in the Care Strategy.
• To review the management accounts and forecasts pertaining to the CC Clinical Effectiveness
• The specification of clinical standards and their implementation; use of evidence-based practice; monitoring of performance against these standards including an organised cycle of clinical audit based on explicit risk assessment;
• The review of findings from internal and external audit/inspection and selfassessment and oversee implementation of action plans.
Patient Experience
• To receive regular reports of accidents, incidents, errors and complaints and oversee action plans and outcomes.
• To receive results of patient/user/stakeholder feedback and oversee action plans and outcomes.
• To receive reports relating to patient safeguarding and oversee action plans and outcomes.
Statutory and Voluntary Regulation
• To ensure compliance with CQC regulations and standards.
Resource Effectiveness
• To review performance information and benchmarking data.
• To monitor performance against NHS service specifications (where appropriate).
Strategic Effectiveness
• To develop a close understanding of the key issues in PEoLC in order to advise the Board on developments in clinical services and strategies.
Learning Effectiveness
• To receive updates on the training, development and education of Care colleagues.
Risk Management
• To ensure that identified risks within Care captured in the Strategic Risk Register and are appropriately managed and mitigated against.
• To assist in the Committee's oversight function, in addition to a detailed Strategy Update, information received will include all such data and evidence as may be deemed appropriate by the Committee to discharge its responsibilities.
4.7 People Committee (PC)
4.7.1 PC Terms
of Reference
Overall Purpose of Committee
The PC is delegated responsibility on behalf of the Board:
• To ensure St Michael’s is complying with relevant legislation, regulation, and best practice.
• To assure the Trustees on all matters relating to the quality of services provided by People and Education.
• To provide advice, information and assurance to the Board about significant People issues, including key governance activities.
• To approve the following:
o Grievance Policy and Procedure
o Safeguarding Young People Policy and Procedure
Key Responsibilities and Tasks
Strategy
• To approve and subsequently receive detailed updates on the progress towards the achievement of the Strategic Responses in the People Strategy.
People Management
• To monitor performance of St Michael’s particularly against standards set by legal and regulatory bodies.
• To identify a range of Key Performance Indicators against which the performance of the People and Education functions can be measured and identify opportunities for further performance improvement;
• To ensure and support:
o the embedding of diversity and social inclusion into St Michael’s;
o organisational development, management of change and development of management capacity and capability;
o the design, development and implementation of high-class People policies and procedures compliant with relevant legislation and best practice.
• To assure the Board that all policies and procedures are reviewed appropriately;
• To review the management accounts and forecasts pertaining to the PC.
Safeguarding
• To receive reports relating to colleague safeguarding matters and oversee action plans and outcomes.
Risk Management
• To ensure that identified risks within Income Generation, Marketing and Communications captured in the Strategic Risk Register and are appropriately managed and mitigated against.
Section 5 – Disciplinary, Grievance and Appeal Matters
5.1 Introduction
St Michael’s has policies and procedures for disciplinary and grievance matters that set out which levels of management are responsible for holding disciplinary or grievances hearings and which levels of management may hear appeals against disciplinary or grievance decisions. There may be circumstances where it is necessary to involve Trustees, acting for the Board, in disciplinary or grievance hearings or in appeal hearings. These circumstances are most likely to arise in situations where senior managers are directly involved as the objects of those matters.
Professional support and legal advice where necessary will be available to a disciplinary, grievance or appeal panel; the Chair (unless in relation to that individual in which case the Vice-Chair) will determine what advice is needed (with guidance as appropriate from the Chief Executive or People Director). This may be internal or external to St Michael’s
5.2
Discipline and Grievance
The role of a disciplinary or grievance panel will be to fulfil the responsibilities defined within St Michael’s Disciplinary and Grievance Policies.
The Chief Executive or People Director will bring to the attention of the Chair of Trustees (who will notify the Chair of the appropriate Committee) any matters that may need the Chair of Trustees to form a panel to act in disciplinary or grievance matters.
The Chair of Trustees will form a disciplinary or grievance panel appropriate to the circumstances to be heard. The panel will normally comprise two Trustees, one of whom shall be Panel Chair.
The Panel Chair will appoint a suitably capable person to act as secretary to the disciplinary or grievance panel provided, they are not a material party to the subject under discussion.
Within the bounds of appropriate confidentiality, the formation of a disciplinary or grievance panel will be reported to the next Board meeting, with the outcome of the panel.
5.3
Appeal
The role of an appeal panel will be to fulfil the responsibilities defined within St Michael’s Disciplinary and Grievance Policies.
The Chief Executive or People Director will bring to the attention of the Chair of Trustees any matters that may require the formation of an appeal panel.
The Chair of Trustees will form an appeal panel appropriate to the circumstances to be heard. The panel will normally comprise the Chair and one other Trustee. Any Trustee who sat on the disciplinary or grievance panel may not sit on an appeal panel to consider the same case.
A suitably capable person will act as secretary to the appeal panel provided, they are not a material party to the subject under discussion.
Within the bounds of appropriate confidentiality, the formation of an appeal panel will be reported to the next Board meeting, with the outcome of the panel.
6.1
Section 6 – Chief Executive and Senior Management Team
Introduction
The Board delegates day-to-day management of St Michael’s affairs to the Chief Executive and ELT, who report to the Board.
The Chief Executive leads and manages the ELT and its members are:
• Chief Executive
• Finance and Operations Director
• Income Generation, Marketing and Communications Director
• People Director
• Director of Care
• Director of Nursing
Only the Board acting collectively can amend the Chief Executive’s Job Description. The Chief Executive has authority to amend the Job Descriptions of ELT roles. Similarly, the Chief Executive has authority to remove and/or appoint additional members to the ELT, within agreed budgets. These changes are to be notified to the Board at their next meeting.
The Chief Executive’s salary is set by the Board and reviewed annually. The Chief Executive sets ELT salaries within agreed pay bands and reviews these annually.
6.2 Management and appraisal
The CEO reports to the Board who are collectively responsible for overseeing his or her performance. Day-to-day line management of the CEO is delegated to the Chair, who carries this out on behalf of the Board.
6.3
Deputy
During periods of planned absence, the CEO is to ensure that an appropriately empowered deputy is identified from within the ELT and any appropriate scheme of delegation required to cover such periods is communicated and understood, notifying the Chair accordingly
In the case of a period of unplanned absence of the CEO, the Director of Finance and Operations will assume the delegated powers of the CEO as laid out in this manual at the direction of the Chair. Together with the Director of Finance and Operations, the Chair will review and redirect the workload and activity of the CEO where appropriate to limit the absence of the CEO and the impact on the day to day responsibilities of the ELT, and to mitigate and minimise any associated risks until such time as the CEO returns or a more appropriate alternative plan is formulated and agreed by the Board
Section 7 – Schedule of Delegation
7.1 Introduction
This schedule of delegation is intended to give clear operational guidance about the authority required for decisions to be made within St Michael’s
The Board will review the schedule of delegation annually.
7.2 Powers of the Board
General
The Board may determine any matter within its statutory powers.
Regulation and Control
• Approval of Standing Orders, Instructions for the regulation of its proceedings
• Reservation of Powers to the Board and the Delegation of Powers.
• Approval of the Trustee Code of Conduct and ensuring compliance with it.
• Approval of the terms of reference of Committees and Working Parties.
• Taking appropriate professional advice on matters in which the Trustees are not themselves competent.
Appointments
• The appointment and job descriptions of Chair and Trustees.
• The appointment of members of Board Committees.
• The appointment and terms of service of the Chief Executive.
• The appointment of Investment Advisors, Auditors and Bankers.
• The appointment of the Registered Manager and Nominated Individual.
• The appointment of the Company Secretary.
Policies
• Final approval of policies as detailed in Annex C
Strategy, Business Plan and budgets
• Approval of the Strategic Intentions of St Michael’s
• Approval of a budget for the forthcoming financial year and three-year forecasts, including any capital expenditure, and any variations.
• The setting of salary scales and determining of annual salary reviews.
Operational Decisions
• Acquisition or disposal of land or buildings.
• The introduction, extension, discontinuance or material change likely to give rise to increased risk of any significant activity or operation.
• Approval of contracts (capital or revenue).
• To agree action on litigation for or against St Michael’s
• Approval of investment Strategy.
• Any material changes in insurance cover.
• Serious incident reporting.
Accounts and Audit
• Approval of St Michael’s annual report and accounts in compliance with current legislation.
• To approve arrangements for external audit.
• Ensuring that systems are in place so that appropriate returns are made to the Registrar of Companies, the Charity Commission, Her Majesty’s Revenue and Customs (HMRC) and Gambling Commission.
Delegation
• Delegation to Board Committees and Working Groups: The Board may delegate the exercise of certain of its powers to such groups, as recorded in their Terms of Reference, who may not delegate such powers without the express authority of the Board.
• Delegation to Chief Executive: The Board may delegate the exercise of certain of its powers to the Chief Executive, who may delegate any powers excluding those set out 7.3 to other members of the ELT.
7.3 Delegation of Powers to the Chief Executive
Schedule of delegation of powers to the Chief Executive
• Powers approved by the Board, which the Board has not retained or reserved to itself or delegated to a Committee of the Board, may be exercised on behalf of the Board by the Chief Executive.
• The Chief Executive shall have in place a scheme of financial delegations identifying which functions they shall perform personally and which they have delegated to other members of staff. Notwithstanding such delegation, the Chief Executive shall remain fully accountable.
• The Chief Executive can re-assume all powers they delegate should the need arise.
Reservation of powers to the Chief Executive
The following powers are reserved only to the Chief Executive:
• Signing on behalf of St Michael’s of all budgeted agreements and contractual documents that bind St Michael’s to a relationship with a third party (this includes sponsorship deals) up to a total value of £30,000 (whole contract value where this is longer than one year). Agreement and contracts where total commitment is less than £10,000 can be signed by a member of the ELT so long as it is within budget. Expenditure more than £30,000, except for salary and related costs and utilities, is to be countersigned by a member of the Board. This excludes charges over land and regulated agreements, which must always be signed by the Board.
• The Chief Executive is authorised to approve expenditure outside of budget up to £15,000. Such expenditure is to be identified in the monthly management accounts and the limit reviewed at the Board meeting following.
• Approval and signing of all documents reasonably foreseen to be required in legal proceedings.
• Appointment of external contractors/consultants/advisors/solicitors (including Health & Safety advisors), excluding investment advisors, auditors and bankers.
• Reporting to the police of any criminal offence/fraud.
• Overall responsibility for ensuring that all complaints are dealt with effectively
Constraints on the Chief Executive
• Not to act in contravention of the general law, regulations or the Articles of Association of St Michael’s
• Not to deviate from policies and procedures adopted by St Michael’s
• Not to commit resources outside of budgetary provision or guidelines for extra budgetary expenditure.
• Not to allow any activity or practice that is contrary to commonly accepted professional practice in the UK charity sector.
• Not to say or do anything, which may bring St Michael’s into disrepute.
7.4 Procedure for Managing Urgent Business between Board Meetings
Matters that arise between Board meetings, which demand urgent attention and, if time permitted would have been considered by the full Board, are to be dealt with in the following manner (unless this is a Major Incident in which case the major Incident Policy and Plan will be followed):
The Chief Executive or in their absence any member(s) of the ELT will in the first instance bring the issue to the attention of the Chair or, in their absence a Vice Chair.
The Chair (or a Vice Chair) will discuss the matter (this can be via electronic means) at hand with appropriate Trustees as available and anyone else who may have a particular insight, prior to a decision being made.
Between them they must decide either:
• To take an instant decision and act upon it forthwith.
• To call an extraordinary meeting of the Board.
• To use a written resolution.
• To refer the matter to an ordinary or extraordinary meeting of the appropriate Board Committee.
• To obtain a consensus view by contacting the other Trustees
• To take no action until the next Board meeting when it can be fully discussed by all Trustees.
Appropriate information will be sent to Trustees at that time.
Whichever course of action is agreed upon, a written report of the issue and all actions taken shall be presented to the next Board meeting for ratification.
7.5 Expenditure Authorisation and Payment Arrangements
Introduction
It is appropriate to establish the principles that should govern expenditure authorisation and payment arrangements. The key tasks of authorising expenditure and making payments should be separated. Budgetary control should be exercised through effective procedures for authorising expenditure.
Expenditure Authorisation (Refer to Finance Handbook for more detail)
The following procedure to be used:
• The Board to authorise capital and revenue expenditure without limit;
• The Chief Executive will ensure that annual budgets and 3-year plans are prepared at appropriate times which are reflective of the intention that income levels cover costs (excluding capital expenditure) and depreciation on all assets (excluding hospice freehold and plant and machinery > 20yr life),
• The Chief Executive has direct responsibility for operational management and for ensuring that overall financial and budget targets are met. The Chief Executive to authorise capital and revenue expenditure within budget, from any discretionary budget lines or contingencies up to £30,000 maximum per item or group of items;
• The Chief Executive must account to the Board at its subsequent meeting for expenditure for allocation of contingencies.
• Named staff to authorise revenue expenditure within budgets for their areas of responsibility in line with the limits set out in the Finance Handbook
ANNEX A: Trustee Role Description
Overall Purpose of the role
To ensure St Michael’s is well governed, financially sound, safe and focused on its Purpose. Trustees bring their experience, insight and judgement so the Board can set St Michael’s strategic direction, oversee delivery, uphold its values and meet its legal and regulatory duties. Trustees act collectively to secure the long-term interests of St Michael’s and the people and communities it serves.
Key responsibilities and tasks
1. Membership of the Board
• Act collectively with other Trustees in the best interests of St Michael’s and its beneficiaries.
• Ensure St Michael’s complies with its Articles of Association, charity law, company law and all other relevant regulation.
• Fulfil the responsibilities set out in the Governance Manual, and uphold the nondelegable duties of care, compliance, prudence and loyalty.
• Prepare for, attend and participate in Board meetings and contribute to effective decision-making.
• Uphold the values and culture of St Michael’s, modelling constructive challenge, respect, openness and inclusion.
• Ensure conflicts of interest are declared and managed appropriately and that declarations are updated at least annually.
• Participate in induction, training and ongoing learning, including safeguarding and risk governance.
• Take part in the annual review of Board effectiveness and an annual discussion with the Chair about individual contribution.
• Maintain confidentiality and support collective decisions once agreed.
• Be prepared to act as the Chair of a Board Committee or Working Group.
2. Governance of St Michael’s
• Appoint, support and constructively hold to account the Chief Executive through agreed performance and assurance arrangements, and by acting as a critical friend.
• Provide strategic oversight of safeguarding, ensuring appropriate policies, reporting routes and assurance structures are in place.
• Provide oversight of risk, including financial, clinical, operational and reputational risks.
• Ensure St Michael’s has effective systems for financial management, internal control and the stewardship of assets.
• Ensure St Michael’s complies with health and safety duties through governance oversight, not operational management.
• Ensure decisions and resource allocation further St Michael’s Purposes and support long-term sustainability.
• Serve on at least one Board Committee where appropriate, working within agreed terms of reference.
• Stay abreast of key developments in St Michael’s and hospice sectors.
3. Strategic planning and oversight
• Contribute to the development, approval and regular review of strategic plans.
• Ensure the Board has appropriate information to monitor progress, impact and learning.
• Ensure a clear framework of delegation is in place so that responsibilities, boundaries and authority between the Board, the Chief Executive and staff are well defined.
• Consider the needs of the community and the wider hospice sector in strategic discussions.
• Ensure St Michael’s approach to quality, impact, safeguarding and risk is aligned with its strategic priorities.
• Oversee the implementation of the strategic plan in practice, providing support and challenge where needed.
4. Support and representation
• Promote the interests and reputation of St Michael’s within appropriate boundaries, acting as an ambassador in line with St Michael’s values.
• Represent St Michael’s externally when requested by the Chair or Chief Executive.
• Draw on personal and professional expertise to support the Board’s work, without stepping into operational management.
• Maintain appropriate boundaries with staff, volunteers and service users.
• Be prepared to act as a mentor to new Trustees/Associate Trustees.
• Support fundraising and engagement activities when appropriate and when invited, without taking on operational roles.
5. Personal conduct and values
• Uphold the highest standards of integrity, honesty and professionalism and comply at all times with the Code of Conduct.
• Model behaviours that support a positive and inclusive Board culture, and challenge those that are contrary to this culture.
• Treat all Trustees, Associate Trustees, staff, volunteers and stakeholders with respect.
• Uphold safeguarding responsibilities, reporting any concerns promptly through the agreed channels.
• Avoid conflicts of interest and maintain independence of judgement.
• Respect confidentiality at all times.
• Use information and resources only for proper purposes and in the interests of St Michael’s
ANNEX B: Trustee Code of Conduct
Purpose and values
This Code sets out the standards expected of all Trustees. It should be read alongside the Articles, the Governance Manual and relevant policies.
Trustees are expected to uphold St Michael’s values of knowledge, judgment, and kindness in reaching the best possible decisions, courage, integrity, and passion in realising those decisions in the best possible way, and honesty, empathy, and determination in doing so at the best possible time.
These values sit alongside the Nolan Principles of public life (selflessness, integrity, objectivity, accountability, openness, honesty and leadership), which underpin expectations of high standards of conduct.
Trustees act collectively in the best interests of St Michael’s and its beneficiaries. They are expected to maintain integrity, avoid conflicts of interest, respect confidentiality and uphold the reputation of the St Michael’s.
Expected behaviour
Trustees are expected to behave in a way that reflects St Michael’s values and supports an open, respectful and effective Board culture. Trustees will prepare for and attend meetings, contribute constructively, listen to others and support collective decisions once taken. Trustees must maintain appropriate boundaries with staff and work collaboratively with them as an effective team. They should also recognise the Chief Executive and their team have the delegated responsibility to manage the business of St Michael’s on a day-to-day basis. Trustees should act with independence of judgement and use any specific knowledge or experience they may have to help the Board reach sound decisions. Trustees must avoid using their role for personal benefit.
Supporting St Michael’s Trustees support St Michael’s through strategic leadership, oversight of safeguarding and risk, and stewardship of resources. They respect the Chief Executive’s operational authority and raise any concerns about staff performance through the Chair or Chief Executive. Trustees represent St Michael’s responsibly when speaking externally and refer media enquiries to the agreed spokesperson. Actions that could bring St Michael’s into disrepute must be avoided.
Relationships and communication
Trustees will communicate with honesty, clarity and respect. They will maintain confidentiality except where disclosure is required by law. Trustees will work constructively with staff and volunteers and declare any close personal relationships with staff so that risks can be managed.
Compliance, safeguarding and financial integrity
Trustees must ensure that St Michael’s complies with legal and regulatory obligations, including, but not limited to, safeguarding, health and safety, data protection and financial oversight. Trustees will follow policies on gifts and hospitality, bribery, fraud, procurement and the acceptance or refusal of donations. Trustees will ensure that resources are used prudently and in the best interests of the St Michael’s
Breach of this Code
Concerns about a Trustee’s conduct should be raised with the Chair, or the Vice Chair if the concern relates to the Chair. Minor issues may be resolved through discussion. Where a formal response is required, the Trustee will be informed of the concern and given the opportunity to respond. The Board may then agree proportionate action, which may include guidance, additional support, a warning or a request to step down. Serious concerns will be considered by the full Board in line with legal and regulatory requirements. All decisions will be fair, respectful and documented.
Declaration I agree to be bound by this Code of Conduct and to uphold its standards in my role as a Trustee of St Michael’s Hospice.
ANNEX C: Documents, Policies and Procedures
The documents, policies and procedures listed below are to be approved formally by the Board. Other policies are to be introduced and implemented by the Chief Executive in consultation with the senior management. The Board reserves the right to inspect, comment upon and cause to be amended any individual policy and will arrange such inspection as required through the Chief Executive. The Board will also wish to ensure that policies remain up to date and reflect current practice and regulation.
DOCUMENTS
Articles of Association
Finance Handbook – Delegated to Finance, Investments & Operations Committee
POLICIES
Policy for Policies
Complaints Policy
Conflict of Interest Policy
Major Incident Plan
Freedom to Speak Up and Whistle Blowing Policy and Procedure
Strategic Investment Policy
Reserves Policy
Risk Management Strategy and Policy
Adult Safeguarding Policy and Procedure
Safeguarding Children Policy and Procedure
Safeguarding Young People Policy and Procedure
Grievance Policy and Procedure
Data Protection and Confidentiality Policy and Procedure
Fitness of Charity Premises Policy
Health & Safety Policy