the Directors, who must have regard to the views of the Council of Governors (paragraph 7.15.3.2 above). Each forward plan must include information about – the activities other than the provision of goods and services for the purposes of the health service in England that the Trust proposes to carry on, and the income it expects to receive from doing so. Where a forward plan contains a proposal that the Trust carry on an activity of a kind mentioned in sub-paragraph 15.5.1 the Council of Governors must: determine whether it is satisfied that the carrying on of the activity will not to any significant extent interfere with the fulfilment by the Trust of its principal purpose or the performance of its other functions, and notify the Directors of the Trust of its determination. If the Trust proposes to increase by 5% or more the proportion of its total income in any Financial Year attributable to activities other than the Principal Purpose referred to in paragraph 3 it may implement the proposal only if more than half of the members of the Council of Governors voting approve its implementation. Mergers, Significant Transactions and other transaction requirements The Trust may only apply for a merger, acquisition, separation or dissolution with the approval of more than half of the members of the Council of Governors. The Trust may enter into a Significant Transaction only if more than half of the members of the Council of Governors voting approve entering into the transaction. The Constitution does not contain any descriptions of the term ‘significant ransaction’ for the purposes of section 51A of the 2006 Act (Significant Transactions). Indemnity Members of the Council of Governors and Board of Directors who act honestly and in good faith will not have to meet out of their personal resources any personal civil liability which is incurred in the execution or purported execution of their board functions, save where they have acted recklessly. Any costs arising in this way will be met by the Trust. The Trust may make such arrangements as it considers appropriate for the provision of indemnity insurance or similar arrangement for the benefit of the Trust, Governors or Directors to meet all or any liabilities which are properly the liability of the Trust under paragraph 17.1.
the Directors, who must have regard to the views of the Council of Governors (paragraph 7.15.3.2 above). Each forward plan must include information about – the activities other than the provision of goods and services for the purposes of the health service in England that the Trust proposes to carry on, and the income it expects to receive from doing so. Where a forward plan contains a proposal that the Trust carry on an activity of a kind mentioned in sub-paragraph 15.5.1 the Council of Governors must: determine whether it is satisfied that the carrying on of the activity will not to any significant extent interfere with the fulfilment by the Trust of its principal purpose or the performance of its other functions, and notify the Directors of the Trust of its determination. If the Trust proposes to increase by 5% or more the proportion of its total income in any Financial Year attributable to activities other than the Principal Purpose referred to in paragraph 3 it may implement the proposal only if more than half of the members of the Council of Governors voting approve its implementation. Mergers, Significant Transactions and other transaction requirements The Trust may only apply for a merger, acquisition, separation or dissolution with the approval of more than half of the members of the Council of Governors. The Trust may enter into a Significant Transaction only if more than half of the members of the Council of Governors voting approve entering into the transaction. The Constitution does not contain any descriptions of the term ‘significant ransaction’ for the purposes of section 51A of the 2006 Act (Significant Transactions). Indemnity Members of the Council of Governors and Board of Directors who act honestly and in good faith will not have to meet out of their personal resources any personal civil liability which is incurred in the execution or purported execution of their board functions, save where they have acted recklessly. Any costs arising in this way will be met by the Trust. The Trust may make such arrangements as it considers appropriate for the provision of indemnity insurance or similar arrangement for the benefit of the Trust, Governors or Directors to meet all or any liabilities which are properly the liability of the Trust under paragraph 17.1.
36ii_BOD_CoG_Constitution-v.2_20_03_17_PENDING-BOARD-APPROVAL.docx