The purpose of this code is to provide clear guidance on the standards of conduct and behaviour expected of all Governors. The code, with the Code of Conduct for Directors and Employees and the NHS Constitution, forms part of the framework designed to promote the highest possible standards of conduct and behaviour within the Foundation Trust. The code is intended to operate in conjunction with the Code of Governance, the Constitution and with Standing Orders. The code applies at all times when Governors are carrying out the business of the Foundation Trust or representing the Foundation Trust.

Principles of Public Life

All directors and employees are expected to abide by the Nolan principles of: selflessness, integrity, objectivity, accountability, honesty, transparency and leadership:

  • Selflessness. Holders of public office should act solely in terms of the public interest: they should not do so in order to gain financial or other benefits for themselves, their family or their friends
  • Integrity. Holders of public office should not place themselves under any financial or other obligation to outside individuals or organisations that might seek to influence them in the performance of their official duties
  • Objectivity. In carrying out public business, including making public appointments, awarding contracts, or recommending individuals for rewards and benefits, holders of public office should make choices on merit alone
  • 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
  • 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
  • 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
Corporate Vision and Values

The code relates to the Foundation Trust’s corporate vision and values.

 

Directors’ Duties and Liabilities & the Board of Governors

The role of the Council of Governors is to hold the Non-Executive Directors individually and collectively to account for the performance of the Board of Directors and represent the interests of the members of the Foundation Trust as a whole and the interests of the public. The role is set out in detail in the Constitution, Standing Orders, the NHS Foundation Trust Code of Governance and is further addressed in Monitor’s guide for NHS Foundation Trust Governors. In carrying out its work the Council of Governors needs to take account of and respect the statutory duties and liabilities of the Board of Directors and individual directors.

Confidentiality

Governors must comply with the Foundation Trust’s confidentiality policies and procedures. Governors must not disclose any confidential information, except in specified lawful circumstances, and must not seek to prevent a person from gaining access to information to which they are legally entitled.

Register of Interests

Governors are required to register all relevant interests on the Foundation Trust’s register of interests in accordance with the provisions of the constitution. It is the responsibility of each Governor to update register entry if their interests change. A pro forma is available from the Foundation Trust Secretary. Failure to register a relevant interest in a timely manner may constitute a breach of this code.

Conflicts of Interest

Governors have a duty to avoid a situation in which they have a direct or indirect interest that conflicts or may conflict with the interests of the Foundation Trust. Governors have a further duty not to accept a benefit from a third party by reason of being a Governor or for doing (or not doing) anything in that capacity.

Governors must declare the nature and extent of any interest at the earliest opportunity. If such a declaration proves to be, or becomes, inaccurate or incomplete, a further declaration must be made. It is then for the Chairman to advise whether it is necessary for the Governor to refrain from participating in discussion of the item or withdraw from the meeting. Failure to comply is likely to constitute a breach of this code.

Meetings

Governors have a responsibility to attend Council of Governors meetings. When this is not possible apologies should be submitted to the Corporate Governance team in advance of the meeting. Persistent absence from Council of Governors meetings without good reason may be grounds for removal from the Council of Governors.

Personal Conduct

Governors are expected to conduct themselves in a manner that reflects positively on the Foundation Trust and not to conduct themselves in a manner that could reasonably be regarded as bringing their office or the Foundation Trust into disrepute. Specifically Governors must treat others with respect; not breach the equality enactments and not bully any person. Governors must not seek to use their position improperly to confer an advantage or disadvantage on any person and must comply with the Foundation Trust’s rules on the use of its resources. Finally Governors must have regard to advice provided by the Chair and Corporate Governance team pursuant to their statutory duties.

 

Training and Development

Blackpool Teaching Hospitals NHS Foundation Trust is committed to providing appropriate training and development opportunities for Governors to enable them to carry out their role effectively. Governors are expected to undertake to participate in training and development opportunities that have been identified as appropriate for them. To that end Governors will participate in the appraisal process and any skills audit carried out by the Foundation Trust.

Undertaking and Compliance

Governors are required to give an undertaking that they will comply with the provisions of this code. Failure to comply with the code may result in disciplinary action in accordance with agreed procedure.

Interpretation and Concerns

Questions and concerns about the application of the code should be raised with the Corporate Governance team. At meetings the Chair will be the final arbiter of interpretation of the code.

Review and Revision of the Code

This code has been agreed by the Council of Governors. The Corporate Governance team will lead periodically a review of the code. It is for Governors to agree to any amendments or revisions to the code.