1. law, govt and politics

DIGITAL HEALTH INSTITUTE
GOVERNANCE MANUAL
8.12 Appleton Tower
11 Crichton Street
Edinburgh
EH8 9LE
T: 0131 650 2702
W: www.dhi-scotland.com
Table of contents
PART 1: INTRODUCTION........................................................................................................................... 1
SECTION 1: BACKGROUND ................................................................................................................... 1
SECTION 2: THE SCOTTISH FUNDING COUNCIL’S VISION, AIMS AND OBJECTIVES .................................. 1
Paragraph 1: SFC Vision for the Innovation Centres .......................................................................... 1
Paragraph 2: SFC Aims and Objectives .............................................................................................. 2
Paragraph 3: SFC High level principles .............................................................................................. 2
SECTION 3: THE DHI’S MISSION STATEMENT ........................................................................................ 3
SECTION 4: STANDING ORDERS ............................................................................................................ 3
SECTION 5: RESERVATIONS OF POWERS TO THE BOARD ...................................................................... 3
SECTION 6: SCHEME OF DELEGATION ................................................................................................... 3
Paragraph 1: Delegation to the Committees (as per Standing Orders and Governance Framework).. 3
Paragraph 2: Delegation to Officers .................................................................................................. 4
Paragraph 3: Responsibility .............................................................................................................. 4
SECTION 7: ADVISORY BOARDS TERMS OF REFERENCE ......................................................................... 4
SECTION 8: GLOSSARY OF TERMS ......................................................................................................... 4
PART 2: STANDING ORDERS ..................................................................................................................... 6
SECTION 1: INTRODUCTION ................................................................................................................. 6
SECTION 2: MEMBERSHIP REGULATIONS ............................................................................................. 6
Paragraph 1: Composition of the Board ............................................................................................ 6
Paragraph 2: Appointment of Chairman ........................................................................................... 7
Paragraph 3: Appointment of Chief Executive Officer and Non-Executive Board Members ............... 7
Paragraph 4: Resignation and Removal of Members......................................................................... 7
Paragraph 5: Suspension and Disqualification................................................................................... 8
Paragraph 6: Time commitment ....................................................................................................... 8
Paragraph 7: Fees and expenses ....................................................................................................... 8
Paragraph 8: Review Process ............................................................................................................ 9
SECTION 3: ROLES, RESPONSIBLITIES AND LIABILITIES .......................................................................... 9
Paragraph 1: Board Members........................................................................................................... 9
Paragraph 2: Chairman..................................................................................................................... 9
Paragraph 3: Vice Chairman ........................................................................................................... 10
Paragraph 4: Chief Executive Officer............................................................................................... 10
Paragraph 5: Finance Controller ..................................................................................................... 11
Paragraph 6: Chief Operating Officer .............................................................................................. 12
Paragraph 7: Liabilities ................................................................................................................... 12
SECTION 4: ORGANISATIONAL STRUCTURE & KEY RESPONSIBILITIES .................................................. 12
SECTION 5: NOTICE OF BOARD MEETINGS AND THE AGENDA ............................................................ 12
Paragraph 1: Notice of Board Meetings .......................................................................................... 12
Paragraph 2: Agenda and Papers .................................................................................................... 12
SECTION 6: SPECIAL MEETINGS OF THE BOARD .................................................................................. 13
SECTION 7: CONDUCT OF MEETINGS .................................................................................................. 13
Paragraph 1: Quorum ..................................................................................................................... 13
Paragraph 2: Video and Tele-Conference Meetings ........................................................................ 14
Paragraph 3: Business transaction and voting................................................................................. 14
Paragraph 4: Order of Debate ........................................................................................................ 14
Paragraph 5: Closure of Debate or Adjournment ............................................................................ 15
Paragraph 6: Ruling ........................................................................................................................ 15
Paragraph 7: Minutes ..................................................................................................................... 15
SECTION 8: CONFLICTS OF INTERESTS AND DISABILITY OF BOARD MEMBERS ..................................... 15
SECTION 9: APPLICATION AND SUSPENSION OF STANDING ORDERS .................................................. 16
SECTION 10: COMMITTEES AND ADVISORY BOARDS TO THE BOARD .................................................. 16
SECTION 11: SANCTIONS AVAILABLE FOR BOARD MEMBERS .............................................................. 17
SECTION 12: REVIEW OF STANDING ORDERS ...................................................................................... 17
SECTION 13: FINANCIAL, HUMAN RESOURCES AND HEALTH AND SAFETY APPRAISALS ....................... 18
ANNEX A – DHI ORGANISATIONAL STRUCTURE TO DATE ........................................................................ 19
ANNEX B - DHI BOARD MEMBERS CODE OF CONDUCT ........................................................................... 20
SECTION 1: INTRODUCTION TO THE CODE OF CONDUCT .................................................................... 20
SECTION 2: GUIDANCE ON THE CODE OF CONDUCT ........................................................................... 20
SECTION 3: KEY PRINCIPLES OF THE CODE OF CONDUCT .................................................................... 20
SECTION 4: GENERAL CONDUCT ......................................................................................................... 21
Paragraph 1: Relationship with staff members of the DHI............................................................... 21
Paragraph 2: Allowances ................................................................................................................ 21
Paragraph 3: Gifts and Hospitality .................................................................................................. 21
Paragraph 4: Confidentiality Requirements .................................................................................... 22
Paragraph 5: Appointment to Partner Organisations ...................................................................... 22
Paragraph 6: Procurement compliance........................................................................................... 23
SECTION 5: REGISTRATION OF INTERESTS .......................................................................................... 23
Category One: Remuneration ......................................................................................................... 23
Category Two: Related Undertakings.............................................................................................. 24
Category Three: Contracts .............................................................................................................. 24
Category Four: Houses, Land and Buildings .................................................................................... 24
Category Five: Shares and Securities .............................................................................................. 25
Category Six: Non–Financial Interests ............................................................................................. 25
SECTION 6: DECLARATION OF INTERESTS ........................................................................................... 25
Paragraph 1: Introduction .............................................................................................................. 25
Paragraph 2: Interests which Require Declaration .......................................................................... 26
Paragraph 3: Making a Declaration ................................................................................................. 27
Paragraph 4: Effect of Declaration .................................................................................................. 27
Paragraph 5: Dispensations ............................................................................................................ 28
SECTION 7: LOBBYING AND ACCESS TO MEMBERS OF PUBLIC BODIES ................................................ 28
Paragraph 1: Introduction .............................................................................................................. 28
Paragraph 2: Rules and Guidance ................................................................................................... 28
SECTION 8: DEFINITIONS .................................................................................................................... 29
ANNEX C– DHI MANAGEMENT STATEMENT ........................................................................................... 31
SECTION 1: INTRODUCTION ............................................................................................................... 31
SECTION 2: MANAGEMENT STATEMENT ............................................................................................ 31
Paragraph 1: Functions, Duties and Powers .................................................................................... 31
Paragraph 2: Aim(s), Objectives and Targets................................................................................... 32
Paragraph 3: Responsibilities and Accountability ............................................................................ 33
Paragraph 4: Staff management ..................................................................................................... 34
Paragraph 5: Reviewing the role of the DHI .................................................................................... 35
SECTION 3: RESERVATIONS OF POWERS TO THE BOARD – SCHEDULE OF RETAINED DECISIONS ........ 36
SECTION 4: SCHEME OF DELEGATION ................................................................................................. 36
SECTION 5: BOARD INDUCTION PROCESS ........................................................................................... 37
SECTION 6: MANAGEMENT GROUPS’ TERMS OF REFERENCE (to be supplied by individual groups) .... 37
ANNEX D– THE DHI SENIOR MANAGEMENT TEAM ................................................................................. 39
SECTION 1: PURPOSE OF THE SENIOR MANAGEMENT TEAM .............................................................. 39
SECTION 2: COMPOSITION OF THE DHI SENIOR MANAGEMENT TEAM ............................................... 39
Paragraph 1: Membership .............................................................................................................. 39
Paragraph 2: Attendance ................................................................................................................ 39
Paragraph 3: Meetings of the Senior Management Team ............................................................... 39
ANNEX E - DHI ADVISORY GROUP STRUCTURE PROPOSAL ...................................................................... 43
ANNEX F - TEMPLATE DHI REGISTER OF INTERESTS ................................................................................ 47
DIGITAL HEALTH INSTITUTE GOVERNANCE MANUAL
PART 1
PART 1: INTRODUCTION
The Digital Health Institute (DHI) is an Innovation Centre funded by the Scottish Funding Council (SFC) in
partnership with Scottish Enterprise (SE) and Highlands and Islands Enterprise (HIE) and established and
led by the University of Edinburgh in partnership with The Glasgow School of Art and NHS 24.
SECTION 1: BACKGROUND
During 2012 SFC announced an update to Funding Allocations to Universities for Academic Year 2012-13
which stated the clear intention to move towards more strategic use of Knowledge Exchange (KE) support,
investing in larger-scale initiatives that have the capacity to stimulate sustainable structural changes in
linkages between academia and industry, rather than funding, small-scale KE projects.
It was specifically noted that the intention of the change to research and knowledge exchange funding
hopes to build on the success of the experience of SFC in driving improved knowledge exchange and the
development of the Technology Innovation Centre (TIC) in Energy. The SFC in partnership with SE and HIE
stated that over the following three years of the current spending review period it would seek to establish
Innovation Centres (ICs) relevant to the other key sectors and other areas of strategic importance to
Scotland’s economy and society.
A Memorandum of Understanding has been agreed between SFC, SE and HIE regarding how the agencies
will work together to develop and support ICs and this is now active.
It is imperative to note that the Scottish Government Economic Strategy (GES) and associated Frameworks
for Innovation and Science for Scotland articulate the need to translate both innovation and knowledge
into successful innovation that drives business competitiveness and hence economic growth. ICs provide
an important opportunity for HEIs to define and strengthen their role as partners with industry in
delivering business demand.
Scottish Government sponsors ‘centres of excellence’ in particular research areas. We use the term
Innovation Centre (IC) to describe such collaborations among universities, businesses and others to
enhance innovation in and across Scotland’s key economic sectors. ICs must provide direct industryacademia links, foster entrepreneurship and serve as a focus for skills training at all levels.
The aim of this Governance Manual is to ensure understanding of the intention set by the Scottish Funding
Council and the delivery of the vision, aims and objectives that all innovation centres must deliver.
SECTION 2: THE SCOTTISH FUNDING COUNCIL’S VISION, AIMS AND OBJECTIVES
Paragraph 1: SFC Vision for the Innovation Centres
Using the Scottish university infrastructure, human resources and research excellence as a platform for
collaborations across the whole of Scotland, Innovation Centres will create sustainable and
internationally ambitious open-communities of university staff, research institutes, businesses and
others to deliver economic growth and wider benefits for Scotland.
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We recognise that the precise format and delivery model for ICs may vary based on specific demand-side
requirements for particular industry sectors, or communities, and hence the criteria and funding remit of
the initial call remained broad.
Paragraph 2: SFC Aims and Objectives
· Offer collaborative knowledge exchange and research activities to help solve industry defined
problems and co-create innovative opportunities for growth
· Enhance two way knowledge exchange between universities, industry and others towards
realising tangible benefits for businesses while also stimulating and challenging the Scottish
research base
· Provide an environment that supports the development of the next generation of business
innovators, academics and entrepreneurs in Scotland and a culture change towards greater and
more effective university/industry collaboration
· Simplify the innovation landscape in Scotland through creating conduits to the university
knowledge and expertise for all businesses in Scotland and being complementary to and exploiting
existing initiatives such as Interface and Innovation Scotland (the ‘single knowledge exchange
organisation’).
Paragraph 3: SFC High level principles
We expect ICs to be bespoke to their industry sector/area. Whilst recognising the need for flexibility, and
in order to create sustainable innovation communities, proposals must demonstrate clear benefits both
for business and university partners.
All Innovation Centres must be guided by the following broad principles:
·
·
·
·
·
·
Impact for the Scottish economy and society – ICs must deliver benefits to businesses, universities
and other partners to deliver sustainable economic growth and wider impacts such as on public
policy
Plan for strong leadership and governance – to ensure that ICs are managed effectively and the
priorities of businesses and other end-user stakeholders will guide the Centres’ research, applied
research, technology/product development and other programmes
Strong commitment from industry – evidenced by a core membership of, and investment by, key
businesses at the outset and robust plans for fast expansion
The ICs must address strategic opportunities to develop the innovation landscape in Scotland –
and complement existing capabilities
The Centre and its associated project activities must be accessible to any relevant business
interests, including SMEs, in any sector in Scotland and internationally where such participation
will bring benefits to the IC and Scotland
Transition to a low carbon economy – ICs (directly or indirectly in their operations) should
contribute to Scotland’s transition to a low carbon economy
These stated intentions are a fundamental shift in the expectations of HEIs in the activity of Knowledge
Exchange and research funding and as such requires a deep rooted understanding of the underlying ethos
and capability required to deliver economic impact to Scotland through turning credible research based
theory into tangible outputs which will benefit our country through wealth generation and economic
stimulation.
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This governance manual is designed to acknowledge and respect the above and ensures the
implementation of these principles in the DHI operating model. The principles of the innovation centres
as noted above and within the condition of grant (see annex C) will be achieved through robust operational
management, cultural understanding and acceptance in addition to high standards of engagement within
and out with the core DHI team.
The following sections detail the DHI Board:
·
·
·
·
·
Standing Orders
Reservation of Powers
Scheme of Delegation
Advisory Board terms of reference
Glossary of terms
These documents are issued for the advice of the conduct of the DHI Board, its Non-Executive Board
Members, its Chief Executive Officer and Senior Management Team and shall have effect as if incorporated
in the DHI Standing Orders.
Failure to comply with the Standing Orders, Reservations of Powers to the Board and the Scheme of
Delegation is a matter which could result in the board asking for your resignation.
A brief summary of each of these documents is provided below.
SECTION 3: THE DHI’S MISSION STATEMENT
The DHI will co-create sustainable economic growth through new products, services and systems
developed together with businesses, academics, healthcare specialists and citizens. Our aim is to generate
high value health and social care solutions to the benefit of the people of Scotland and wider.
SECTION 4: STANDING ORDERS
The Standing Orders set out the regulations which govern the conduct of the DHI and its committees and
define the responsibilities of the Non-Executive Board Members, Chief Executive Officer, Senior
Management Team and employees of the DHI partner institutions who are employed on DHI activities.
SECTION 5: RESERVATIONS OF POWERS TO THE BOARD
The code of accountability adopted by the DHI at its inception requires the Board to determine those
matters on which decisions are reserved for the Board.
SECTION 6: SCHEME OF DELEGATION
Paragraph 1: Delegation to the Committees (as per Standing Orders and Governance Framework)
The committees established by the Board are:
·
·
Special appointments
Ethics
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Paragraph 2: Delegation to Officers
The Chief Executive Officer is accountable to the Board and is accountable to the University of Edinburgh
for ensuring that the Board meets it obligation to perform its functions within available financial resources.
The Chief Executive Officer shall have overall executive responsibility for the Board’s delegations and shall
be responsible to the Board for ensuring that its obligations and targets are met and shall have overall
responsibility for the Board’s system of internal financial control in line with the University of Edinburgh
requirements.
All powers delegated by the Chief Executive Officer can be re-assumed by him/her should the need arise.
Paragraph 3: Responsibility
All staff are individually and collectively responsible for the security of their employer’s property, for
avoiding loss, for economy and efficiency in the use of resources and for complying with the requirements
of the Standing Orders and other operating procedures the Board adopts.
SECTION 7: ADVISORY BOARDS TERMS OF REFERENCE
In order to support the Chief Executive Officer and other Executive Directors in the discharge of their
responsibilities and as part of the overall systems of internal control, a range of advisory boards has been
established. The Terms of Reference for the following have been included in this Governance Manual:
·
·
·
·
·
Design
Technology
Industry
Health and Care
Academic
An Ethics Advisory Board may also be established in the future.
SECTION 8: GLOSSARY OF TERMS
ACCOUNTING OFFICER means the Finance Controller.
ADVISORY BOARD means an advisory board appointed by the Board.
ADVISORY BOARD MEMBER means persons formally appointed by the Board to sit on or to Chair specific
advisory boards.
BOARD includes the Chairman, Non-Executive Board Members and Executive Directors.
BOARD MEMBER means a person who has been appointed to sit in the Board to oversee the activities of
the DHI. Board Member includes the Chairman, Non-Executive Board members and the Chief Executive
Officer.
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BUDGET means a resource, expressed in financial terms, proposed by the Board for the purpose of carrying
out, for a specific period, any or all of the functions of the Board.
BUDGET HOLDER means for the Director or Officer with delegated authority to manage finances (income
and expenditure) for a specific area of the organisation and in accordance with the organisations policies
and processes.
CHAIRMAN means the Chairman of the Board and shall be deemed to include the Vice Chairman of the
Board if once is nominated if the Chairman is absent from the meeting or otherwise unavailable.
CHIEF EXECUTIVE OFFICER means the Chief Executive of the DHI as appointed by the Board.
CHIEF OPERATING OFFICER means a person appointed by the Chief Executive Officer to undertake a
primary responsibility within the DHI.
COMMITTEE means a Committee appointed by the Board.
COMMITTEE MEMBER means persons formally appointed by the Board to sit on or to Chair specific
Committees.
EXECUTIVE DIRECTORS means any appointed Director working within the DHI.
EXECUTIVE BOARD MEMBER means the Chief Executive Officer.
LEGAL ADVISOR means a properly qualified person referred to by the Board to provide legal advice.
MOTION means a formal proposition to be discussed and voted on during the course of a meeting.
NON EXECUTIVE BOARD MEMBER means a person appointed as a Non-Executive Board Member.
ORGANISATION means host organisation or partner organisation depending on the context.
SOs means Standing Orders, reference throughout this document to a particular SO paragraph will be
indicated as, for example, SO 7.
SENIOR MANAGEMENT TEAM means the group established by the Chief Executive Officer to ensure
delivery of the DHI’s strategic/corporate objectives. It comprises the Chief Executive Officer, the Chief
Operating Officer, the Industry, Health and Care Engagement Manager, the Network Integrator, the
Director of Research and Knowledge Exchange, the Finance Controller and the Design Director(s).
STAFF means any person whose employment is in conjunction with the DHI, whether contracted to
employment by The University of Edinburgh, The Glasgow School of Art or NHS 24 in the delivery of DHI
activity. Staff shall be deemed to include employees of third parties seconded to an organisation to work
on DHI activities, when acting on behalf of the DHI as well as all Members of the Board.
VICE CHAIRMAN means the Vice Chairman of the Board appointed by the Chairman.
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PART 2: STANDING ORDERS
SECTION 1: INTRODUCTION
The Digital Health Institute (DHI) is an Innovation Centre funded by the Scottish Funding Council and
established and led by the University of Edinburgh in partnership with The Glasgow School of Art and NHS
24. The purpose of these Standing Orders is to ensure that the highest standards of governance are
achieved in the DHI.
The Board of the DHI shall conduct its activity in compliance with this and all other applicable legislation.
The Standing Orders set out the regulations which govern the conduct of the DHI Board and its committees
and defines the responsibilities of Board Members, Directors and employees subject to statutory
restrictions and conditions.
DHI Board Members are appointed due to their experience and expertise gained from the position they
hold outside the DHI and do not represent a particular organisation unless stated in their appointment
letter.
The Board Members are required to be familiar with the contents of the Standing Orders and any of its
amendments and supplementary guidance.
The Regulations provide that the Board shall establish, and may vary and revoke, a series of Standing
Orders for the regulation of the procedures and business of the Board and of any Committees. Those
Standing Orders shall include the authorisation of persons to sign or subscribe documents on behalf of the
Board. Provision may be made in such Standing Orders for the suspension of the Standing Orders where
circumstances dictate.
The Meetings and the proceedings of the Board shall be carried out in accordance with the following
Standing Orders.
The Chairman of the Board shall be the final authority in the interpretation of any part of the Standing
Orders (SOs) on which he/she shall be advised by the Chief Executive Officer, or, in the case of Standing
Financial Instructions (SFIs), by the CEO or Finance Controller and by the Director or Head of Finance and
Administration of the School of Informatics within the University of Edinburgh.
SECTION 2: MEMBERSHIP REGULATIONS
Paragraph 1: Composition of the Board
The DHI Board is comprised of the following Members:
Chairman:
Vice Chairman /University of Edinburgh:
Glasgow School of Art:
Medical School Academic:
Business School Academic:
Health Service:
George Crooks
David Robertson
Irene McAra McWilliam
Sandra MacRury
Donald MacLean
Allan Watson
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Social Care:
Scottish Funding Council:
Highlands and Islands Enterprise:
Scottish Enterprise:
Digital Health & Care Improvement Partners:
Industry Representatives:
Digital Health Institute Chief Executive Officer:
Peter MacLeod
Keith McDonald
Donna Chisholm
William Templeman
Moira McKenzie
Charles Sweeney (SME)
Petra Wilson (Corporate)
Brian O’Connor (European Connected Health Alliance)
Justene Ewing
Paragraph 2: Appointment of Chairman
The Chairman and Non-Executive Board Members are typically expected to serve a three-year term but
may be invited by the Board to serve for an additional period. Any term renewal is subject to The DHI
Board’s approval and where it is in reference to the Chairman at the discretion of The University of
Edinburgh’s Principal.
Where during his/her period as a Non-Executive Board Member he/she is appointed Chairman of the
Board, his/her tenure of office as Non-Executive Board Member shall terminate when his/her appointment
as Chairman takes effect.
Paragraph 3: Appointment of Chief Executive Officer and Non-Executive Board Members
The appointment of a Chief Executive Officer shall be undertaken by the host organisation and approved
by a special appointments committee, consisting of the Chairman and Non-Executive Board Members. A
similar Committee, but to include the Chief Executive Officer, shall also approve the appointment of all
other appropriate Senior Management Team Members.
Where one person is appointed jointly with one or more others to a post in the Board, the holder of which
qualifies as such to be a board member, those persons shall become or be appointed jointly as board
Member and shall count for the purposes of these Standing Orders as one person.
A member of the Board who holds such office by virtue of being the Chief Executive Officer shall hold such
office for as long as he/she is the post holder and shall cease to hold such office without notice upon
ceasing to be the Chief Executive Officer.
Any member of the Board being at the same time a DHI staff member, and who is suspended from his/her
post as a staff member of the DHI shall be suspended automatically and without notice from performing
his/her functions as a board member during the period of his/her suspension as such staff member.
Paragraph 4: Resignation and Removal of Members
The Chairman or a Non-Executive Board Member may resign office at any time during the period for which
he/she was appointed by giving notice in writing to the Chairman, in the case of Non-Executive members
and to Professor Jonathan Seckl of the University of Edinburgh in the case of the Chairman.
If the Chairman or a Non-Executive Board Member has not attended a meeting of the Board for a period
of six months, the DHI Board may terminate his/her appointment unless he/she is satisfied that:
·
The absence was due to a reasonable cause; and
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·
The Chairman or Non-Executive Board Member will be able to attend meetings of the Board within
such a period as the DHI Board considers reasonable
A Board Member is free to resign as a Member of the DHI Board by providing one month’s prior notice to
the Chairman.
Paragraph 5: Suspension and Disqualification
Any Member of the Board may, on reasonable cause shown, be suspended from the Board under the
authority of the Chairman or disqualified from taking part in any activity of the DHI.
Any Member who disregards the authority of the Chairman, obstructs the proceedings of a meeting, or
conducts themselves offensively, shall be suspended for the remainder of the meeting, if a motion (which
shall be determined by the Chairman without discussion) for their suspension is carried.
Any person so suspended shall leave the meeting immediately and shall not return without the consent of
the meeting. If a person so suspended refuses to leave the meeting when required to do so by the
Chairman, the Chairman may authorise any person to assist in seeking their immediate removal.
Paragraph 6: Time commitment
A Board Member will be expected to devote such time as is necessary for the proper performance of his
responsibilities as a member of the DHI Board. Overall it is anticipated that he will spend a minimum of
[two] days per [month] on DHI activities. This will include attendance at monthly DHI Board meetings
during 2013, and bi-monthly thereafter unless notified otherwise. In addition, he will be expected to
consider all relevant papers before each meeting. Unless urgent and unavoidable circumstances prevent
him from doing so, it is expected that he will attend the meetings.
The nature of the role makes it impossible to be specific about the maximum time commitment. He may
be asked to devote additional time to the DHI in respect of preparation time and ad hoc matters which
may arise and particularly when the DHI is undergoing a period of increased activity. At certain times it
may be necessary to convene additional DHI Board or committee meetings.
The overall time commitment stated above will increase if a Board Member becomes a committee
member or chair, or if he is asked to take on additional responsibilities. Details of the expected increase
in time commitment will be covered in any relevant communication confirming the additional
responsibility.
By accepting his appointment as a Member of the DHI Board, he confirms that, taking into account all of
his other commitments, he is able to allocate sufficient time to the DHI to carry out his responsibilities
effectively.
Paragraph 7: Fees and expenses
A Board Member agrees to volunteer on a free of charge basis as a member of the DHI Board and as such
no remuneration payment shall be made to him in this respect.
A Board Member shall however be reimbursed for all reasonable and properly documented expenses that
he has incurred in performing his responsibilities as a member of the DHI Board. Any expense claim shall
follow the University of Edinburgh procedure and guidance in this respect.
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Paragraph 8: Review Process
The performance of members of the DHI Board will be evaluated annually by the Chairman.
SECTION 3: ROLES, RESPONSIBLITIES AND LIABILITIES
Paragraph 1: Board Members
It is expected that individual Board Members should contribute fully to Board deliberations and exercise a
healthy challenge function. This expectation extends to Executive Directors who are Board Members. It
is important that no individual Board Member (or Chairman) dominates the debates or has an excessive
influence on Board decision-making. The Chairman has an important role to play in ensuring that all Board
Members have an opportunity to contribute to Board discussions.
Paragraph 2: Chairman
The Chairman is responsible for leadership of the Board (particularly in agreeing DHI’S strategy), ensuring
its effectiveness on all aspects of the Board’s role and setting its agenda. The Chairman, whom failing the
Vice Chairman, is responsible for ensuring the Board discharges its responsibilities.
Specifically, the Chairman is responsible for:
·
·
·
·
·
·
Taking lead responsibility in representing the DHI in links with the University of Edinburgh, Scottish
Enterprise, Scottish Ministers, the Scottish Parliament and throughout the European Commission
(other Board Members may also be involved from time to time), and in ensuring that DHI’S policies
and actions support the wider strategic policies within Scotland and the EU
Advising about Board appointments and the annual performance assessment of individual
members
Taking the lead in building links, at Board level, with partner organisations, other countries and
stakeholders and in representing the views of the Board to the general public where required to
do so
Ensuring that all Board Members have a proper knowledge and understanding of their roles and
responsibilities and that Board members receive accurate, timely and clear information
Ensuring that the Board carries out its essential functions effectively so that:
o All planned business is dealt with, a conclusion is reached in respect of each item and each
Member of the Board understands the conclusions
o The Board takes proper account of appropriate guidance in reaching decisions
o All Board members act with high standards of propriety and regularity, and in accordance
with the DHI’S Board Members Code of Conduct (Annex B) and when applicable the
University of Edinburgh internal policies
o All decisions by the Board are clearly and accurately minuted
o The Board delegates sufficient authority to its Committees and to the Chief Executive
Officer
o All Board Members are given the opportunity to express their views and to contribute to
debates, and that there exist constructive and productive relations between all Board
members
o The Board receives professional advice when needed
Developing an effective working relationship with the Chief Executive Officer:
o Overseeing the way the Chief Executive Officer, together with any other Executive
Directors implement Board decisions
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o
Agreeing the Chief Executive Officer’s annual performance targets and undertaking the
assessment of their performance in partnership with the Head of School of Informatics at
the University of Edinburgh
Paragraph 3: Vice Chairman
For the purposes of enabling the proceedings of the Board to be conducted in the absence of the Chairman,
the Chairman has appointed a Vice Chairman from amongst the Non-Executive Board Members, for a
period to be specified on appointment but not exceeding their term of appointment as a Non-Executive
Board Member.
Any Non-Executive Board Member so appointed may at any time resign from the office of Vice Chairman
by giving notice in writing to the Chairman, and the Board may thereupon appoint another Non-Executive
Board Member as Vice Chairman in accordance with SO 3.
Where the Chairman has ceased to hold office or where he/she has been unable to perform his/her duties
as Chairman owing to illness, absence or any other cause, references to the Chairman in these SOs shall,
so long as there is no Chairman able to perform his/her duties, be taken to include references to the Vice
Chairman.
Paragraph 4: Chief Executive Officer
The Chief Executive Officer has accountability to the Board for the overall organisation, performance
management and staffing of the DHI. The Chief Executive Officer is required to devise and implement
appropriate strategies, management structures and processes and must ensure that the DHI has the
necessary resources for it to achieve its objectives.
The key roles of the Chief Executive Officer are:
·
·
·
·
·
·
·
·
To assist the Board in developing the strategy for the DHI. This will involve devising alternative
strategies by which the DHI might achieve its purpose and assessing the strengths and weaknesses
of each for the Board
To devise and recommend an operational plan which will allow for the full implementation of the
Board’s adopted strategies within the resources available
To devise and implement management structures and processes which will allow the organisation
to implement agreed corporate plans
To ensure that the DHI has managers and staff with the necessary skills, knowledge, qualifications
and experience to be able to implement agreed corporate plans
To lead and inspire the DHI to fully implement agreed corporate plans on time and within budget
to achieve agreed objectives
To monitor carefully the implementation of plans, adjusting them as appropriate
To ensure that the Board is kept adequately informed so as to be able to discharge its duty to
monitor performance
To develop and maintain an effective relationship with the Chairman and to ensure an effective
link between senior managers and the non-executive Board Members
The Chief Executive Officer is also designated as the organisation’s Accountable Officer and responsibilities
include:
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·
·
·
·
·
·
Maintaining a sound system of internal control that supports the achievement of the
organisation’s policies, aims and objectives, whilst safeguarding the funds and assets for which
he/she is personally responsible, in accordance with the responsibilities assigned
Ensuring that public funds are properly managed and safeguarded
Ensuring that assets are properly controlled and safeguarded
Ensuring that proper financial systems are in place and applied
Ensuring that arrangements have been made to secure Best Value
Alerting the School of Informatics Accountable Officer to circumstances where the Board is
proposing to go against the Accountable Officer’s advice on matters of financial propriety,
regularity and/or value for money
Paragraph 5: Finance Controller
The DHI board requires the Finance Controller, as the Chief Finance Officer, to:
·
·
·
·
·
·
·
provide financial advice to the Board and its Officers
supervise the implementation of the Board’s financial policies in accordance with the University
of Edinburgh’s requirements
design, implement and supervise systems of financial control
prepare and maintain such accounts, certificates, estimates and reports as the Board or the
University of Edinburgh may require
gain approval of the financial systems from the Accountable Officer within the School of
Informatics at the University of Edinburgh
approve the duties of the Officers operating those systems
maintain a written description of such approved financial systems, including a long list of specific
duties
The Board will expect the Finance Controller to lead and develop the finance function so that it provides
the Board and the management with the advice, information and expertise to enable the provision of the
best possible standards within available resources. Key responsibilities include:
·
·
·
·
·
·
·
·
·
contributing to the DHI’s management and strategic direction
in financial management – responsible to the Chief Executive Officer and the Board for
formulating, monitoring and reviewing financial strategy in accordance with the University of
Edinburgh’s financial policies
designing, implementing and supervising systems of financial control and accounting
preparing and maintaining such accounts, estimates, records and reports as the Board, the
University of Edinburgh, the Chief Executive Officer or the Directors may require
providing financial and corporate governance advice to the Board, the Chief Executive Officer and
the Directors as required
managing the financial resources flexibly within professional standards in support of the
operational plan
executive responsibility for risk management in the DHI
public accountability and stewardship – particular responsibility for preparing the annual financial
reporting; ensuring that the highest standards of conduct are maintained and that probity in the
use of public money is demonstrated.
The DHI Board will in no circumstances act against advice from the University of Edinburgh or
other partner organisations of the DHI in matters of financial property and/or regulatory matters.
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Paragraph 6: Chief Operating Officer
The Chief Operating Officer supports the Chief Executive Officer in the implementation of strategy and day
to day operations within the DHI. This is a senior role with primary responsibility for all direct reports and
the delivery of all relevant KPI and SLA required of the DHI. Largely an inward facing role however is
required to network within health and care in Scotland and the digital health arena throughout Europe.
Key responsibilities include:
·
·
·
·
·
·
·
provide leadership and vision to the DHI by assisting the Chief Executive Officer and staff with the
development of long range and annual plans, and with the evaluation and reporting of progress
on plans
oversee preparation of an Annual Report summarising progress on short and long-range plans.
research and write discussion papers, analysis documents and proposals as needed to assist the
DHI in determining and meeting its long and short term goals
validate the recruitment and as appropriate train all institute and project staff
ensure accurate documentation of production and quality control data and records
oversee and ensure high safety standards at all times
Coordinate with Design Director(s) of production activities to ensure safety and compliance with
quality control standards, regulatory compliance, and lease agreements
Paragraph 7: Liabilities
Each Board Member will be liable for any losses arising from his/her own negligent acts or omissions in
undertaking their role as a Member of the DHI Board.
SECTION 4: ORGANISATIONAL STRUCTURE & KEY RESPONSIBILITIES
The current DHI organisational structure is attached as Annex A of this Governance Manual. Part 2 –
Standing Orders - Section 3 above, and Annex C – DHI Management Statement - section 2 – Paragraph 3
describe key roles and responsibilities for each senior post.
SECTION 5: NOTICE OF BOARD MEETINGS AND THE AGENDA
Paragraph 1: Notice of Board Meetings
The Chief Executive Officer shall notify the Board of the date, place and time of each Board Meeting, in
accordance with the schedule agreed by the Board during the previous Board meeting.
The Board shall meet in such place and at such time as it may determine. The location for Meetings may
be anywhere in Scotland as determined by the Board.
Paragraph 2: Agenda and Papers
The Chairman, with the support of the Chief Executive Officer and Chief Operating Officer, shall be
responsible for arranging the Agenda for each Meeting. Any Board Member desiring a matter to be
included on an Agenda shall make their request in writing to the Chairman at least ten days before the
meeting. Requests received less than ten days before a meeting may be included on the Agenda of the
Meeting at the discretion of the Chairman.
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The Chief Executive Officer, through the Board Secretary, shall ensure that all papers associated with items
listed on the Agenda for discussion, will be delivered via email and to reach each Member at least five
clear days before the date of the Meeting to which they refer.
Except with the consent of a majority of the Members present, no business shall be conducted at any
Meeting of the Board, other than that specified in the Agenda.
Failure by any Member, for any reason, to receive the Notice of a Meeting, or the Agenda and relevant
papers for that Meeting, shall not affect the validity of a Meeting.
Papers presented to the Board should be appropriately marked to indicate the purpose of the paper (with
the categories currently employed being For Approval, For Noting and For Assurance)
Any papers placed before the Board will require to have been fully considered and approved by the DHI
Senior Management Team prior to distribution to the Board.
SECTION 6: SPECIAL MEETINGS OF THE BOARD
The Chief Executive Officer shall arrange a Special Meeting of the Board to be called, if:
·
·
the Chairman of the Board orders such a Meeting; or
the Chief Executive Officer receives a written request proposing such a Meeting, which has been
signed by at least one third of Board Members.
At least three clear days’ notice shall be given of any Special Meeting called and of the Agenda proposed
for that Meeting. Special Meetings of the Board shall be held within fourteen days of the receipt of the
request. No other business shall be conducted beyond that specified in the request which called for the
Special Meeting.
The proceedings of the Special Meeting must be recorded in writing, as if in a normal Board Meeting. (See
also SO 7.7 – Minutes.)
SECTION 7: CONDUCT OF MEETINGS
Paragraph 1: Quorum
For any business to be conducted at any Meeting of the Board, or any Committee or Sub-Committee
established by the Board, there must be a Quorum.
The Quorum for each Meeting of the Board shall be at least seven Members (of that number, there must
be in attendance the University of Edinburgh, the Glasgow School of Art and NHS 24 members unless
approved otherwise by the Chairman in advance of the meeting).
The quorum for each of the Committees is determined within the individual Terms of Reference for each
of the Committees.
For the purposes of determining whether a meeting is quorate, Members attending by either video or teleconference link will be determined to be in attendance.
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Paragraph 2: Video and Tele-Conference Meetings
The Board, or any Committee or Sub-Committee established by the Board, may meet by way of a video or
tele-conference which enables Board Members to participate in the Meeting. Participation in this way
shall be treated as being present at the Meeting.
A meeting held by video or teleconference shall be regarded as taking place at the location where the
largest number of Board Members is present or, if there is no such group, where the Chairman is located.
Paragraph 3: Business transaction and voting
No business shall be transacted at any meeting of the Board other than that specified in the Agenda/Notice
of the meeting except on the grounds of urgency and with the consent of the majority of the Members
present.
At every meeting of the Board, the Chairman, if present, shall preside. If the Chairman is absent from any
meeting, the Vice Chairman, if present, shall preside and if both absent, the members present at the
meeting shall elect from among themselves a person, who is not an Executive Director.
All acts of the Board and all matters coming or arising before the Board shall be done and decided by a
majority of the Members present and voting at that Meeting of the Board. Majority agreement shall
normally be reached by a consensus without a formal vote.
In the event of a vote being necessary, this shall be undertaken formally by the Chairman. In the case of
an equality of votes, the person presiding as Chairman of the Meeting shall, in addition to a deliberative
vote, have a casting vote. Individual Board Members may expect to have the nature of their concerns
reflected in the Board minutes.
All Board Members are permitted to vote with the exception of the representative of the Scottish Funding
Council, who is in attendance as participating observer in the administration of the DHI Board.
Paragraph 4: Order of Debate
Any motion to be considered by the Board must be submitted to the Chairman in writing prior to the usual
day for issuing the notice of the meeting.
After it has been proposed and seconded, the motion cannot be withdrawn other than with the agreement
of the proposer and the seconder. No motion or amendment shall be spoken upon, except by the
proposer, until it has been seconded.
When more than one amendment is proposed, the Chairman shall decide the order in which amendments
are put to the vote. All amendments carried shall be incorporated in the original motion which shall be
put to the meeting as a substantive motion.
A motion which contradicts a previous decision of the Board shall not be competent within six months of
the date of such decision, unless submitted in the Minutes of a Committee, or notice of the proposed
variation is provided in the notice of the Board meeting. When a decision is rescinded it shall not affect
or prejudice any action, proceeding or liability which may have been competently done or undertaken
before such decision was rescinded.
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Paragraph 5: Closure of Debate or Adjournment
A Meeting of the Board or of a Committee of the Board may be adjourned to any other hour, day or place
as that Board or Committee of the Board may decide.
A motion of adjournment at any Meeting, or adjournment of any debate or any question of the closure of
the debate, may, with the consent of the Chairman, be put to the Meeting without discussion. Unless the
time and place are specified in the motion for adjournment, the adjournment shall be until the next
scheduled Meeting.
A motion to adjourn any debate on any question or for the closure of a debate shall be moved and
seconded and put to the meeting without discussion. Unless otherwise specified in the motion, an
adjournment of any debate shall be put to the next meeting.
Paragraph 6: Ruling
The ruling of the Chairman on the conduct of Meetings and the application of the Standing Orders shall be
final and shall not be open to question or discussion.
Paragraph 7: Minutes
The names of those present at any Meeting of the Board (and of a Committee of the Board) shall be
recorded in the Minutes.
Each Meeting of the Board shall have a person appointed as recording secretary to take the Minutes of
the Meeting. That appointed person will usually be the Personal Assistant to the Chief Executive Officer.
Minutes of the proceedings of each Meeting of the Board (and of a Committee of the Board) shall be
drafted promptly after that Meeting and distributed to the Chairman of the Meeting within five working
days of the Meeting. It is understood that the Minutes shall not be a verbatim record of proceedings, but
the Minutes must briefly record the general discussion on the Agenda item, any actions requested and any
decisions of the Board.
Board Minutes shall be submitted by the Chairman to the next Meeting of the Board for approval.
When approved, the Minutes of each Board Meeting shall be signed by the person chairing that Meeting
and kept thereafter in a secure place by the Personal Assistant to the Chief Executive Officer.
Once approved by Committee Members, draft Committee Minutes shall be presented at the next available
Board Meeting by the Committee Chairman. In the event of amendments being made to the Minutes at
the next Committee meeting, the revised approved Minutes shall be presented to the Board unless, in the
judgement of the Committee Chairman, the changes are of an immaterial nature.
SECTION 8: CONFLICTS OF INTERESTS AND DISABILITY OF BOARD MEMBERS
The Chairman and all other Members of the Board shall be obliged to register and declare any interests,
which are relevant and material, to the Board, as determined within the DHI Code of Conduct. If any
Member or Director has any doubts about the relevance or materiality of any interests, these doubts
should be brought to the attention of the Chairman and discussed. The application of the Code of Conduct
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at Meetings shall be agreed by the Board/Committee, e.g. inclusion of Members in discussions or decision
making. The Code of Conduct is attached as Annex B to this Governance Manual.
A Register of Interests shall be maintained by the Personal Assistant to the Chief Executive Officer to record
any interests which any Member may have. The Register must be up-dated as required and reviewed
formally on an annual basis by the Chief Executive Officer. A comment on the interests of Board Members
is required in the Board’s Annual Report.
The DHI Board may, subject to such conditions as they may think fit to impose, remove in whole or in part
any disability imposed by this conflict of interest, in any case in which it appears to them to be in the
interests of the DHI that the disability should be removed.
Any reimbursement for claimed expenses, compensation or allowances payable to a Member in his/her
capacity as a Board Member of the DHI shall not be treated as a financial interest for the purpose of this
Standing Order.
A Member shall not be treated as having an interest in any contract, proposed contract or other matter,
by reason only that he/she, or an associate, has an interest in any company, body or person which is so
remote or insignificant that he/she cannot reasonably be regarded as likely to effect any influence in the
consideration or discussion of, or in voting on, any question with respect to that contract or matter.
For the purpose of this Standing Order, the word “associate” has the meaning indicated by Section 74 of
the Bankruptcy (Scotland) Act 1985.
SECTION 9: APPLICATION AND SUSPENSION OF STANDING ORDERS
No Standing Order shall be suspended, or dispensed with by the Board, unless with the consent of a twothirds majority of the Members present and voting.
Any of these Standing Orders (including the rules governing committees) may be rescinded or altered by
a resolution supported by two-thirds of Board Members.
Formal minutes should reflect the circumstances surrounding each and every incidence of rescinding,
alternation or suspension of the Standing Orders.
SECTION 10: COMMITTEES AND ADVISORY BOARDS TO THE BOARD
The Board shall appoint such Committees, Sub-Committees and Advisory Boards as it thinks fit.
Committees, Sub-Committees and Advisory Boards shall operate in accordance with formal terms of
reference which will be approved by the Board. The terms of reference for the Committees, SubCommittees and Advisory Boards shall be reviewed annually by the Board.
The Committee Chairman shall be appointed by the Board at a properly constituted meeting. The
Chairman of a Committee may call a meeting of that Committee any time and shall call a meeting when
requested to do so by the Board.
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Committees of the Board and the membership thereof shall be appointed annually by the Board or on
such timeframe agreed by the Board. Casual vacancies in the membership of Committees shall be filled
by the Board at the earliest opportunity.
Board Committees may co-opt persons as Members of the Committees and Sub-Committees as and when
required.
The Chairman and the Chief Executive Officer shall be Members of all Committees and Sub-Committees
where no specific membership regulations exist.
These Standing Orders, so far as applicable, shall be the rules and regulations for the proceedings of
formally constituted Committees, Sub-Committees and Advisory Boards, subject to the following
additional provisions:
·
·
·
·
·
Board Members have the right to receive all papers for, and attend meetings of, all
Committees/Sub Committees except where the Committee resolves otherwise and in accordance
with each Committee’s terms of reference.
Meetings of Committees and Sub-Committees shall not be open to the public and press unless the
Board decides otherwise in respect to a particular Committee or a particular meeting of the
Committee.
Committees of the Board may appoint Sub-Committees and Members thereof as may be
considered necessary ensuring compliance with regulations and Standing Orders.
Minutes of Committee Meetings shall be presented to the Board for information in accordance
with the provisions of SO 7.7 and each Committee’s terms of reference. In addition, in the event
of the Minutes not being available at the next Board Meeting, a verbal update on the business of
the Committee shall be provided. This ensures that the Board is kept up to date on the business
of its Committees and that any questions Members may have in respect of a particular governance
area can be addressed promptly or other matters highlighted. The same process shall apply in
respect of Sub-Committees to the parent Committee.
A Committee, , Sub-Committees and Advisory Boards may, notwithstanding that a matter is
delegated to it, consider that a decision shall be submitted by way of a recommendation to the
Board, or parent Committee, for approval.
The terms of reference for Committees of the Board form part of these Standing Orders will be made
available upon request. Any recommended changes will be placed before the Board for approval.
SECTION 11: SANCTIONS AVAILABLE FOR BOARD MEMBERS
Part 2 - Section 2 of this Governance Manual outlines sanctions available to the DHI (through the Standards
Commission) for any breach of the DHI Board members’ code of conduct and associated processes,
including these Standing Orders.
SECTION 12: REVIEW OF STANDING ORDERS
The Standing Orders shall be reviewed annually by the Chief Executive Officer. Any recommended changes
resulting from the review will be placed before the Board for approval.
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SECTION 13: FINANCIAL, HUMAN RESOURCES AND HEALTH AND SAFETY APPRAISALS
Financial, Human Resources and Health and Safety appraisals will be carried out by the DHI following the
University of Edinburgh procedures for the UoE staff, following the Glasgow School of Art procedures for
the GSA staff.
The appraisal shall be conducted on a yearly basis and recorded in the Board meeting minutes by the Board
secretary. Incident management shall be managed and recorded in accordance with the host organisations
policies.
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Annex A – DHI Organisational Structure
ANNEX A – DHI ORGANISATIONAL STRUCTURE TO DATE
This organisational structure may vary if we have a new experience Lab.
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Annex B – DHI Board Members Code of Conduct
ANNEX B - DHI BOARD MEMBERS CODE OF CONDUCT
SECTION 1: INTRODUCTION TO THE CODE OF CONDUCT
The DHI has a high expectation of those who serve on the DHI Board and the way in which they should
conduct themselves in undertaking their duties for the DHI. You must meet those expectations by ensuring
that your conduct is above reproach.
This Code of Conduct applies to members of the DHI Board. A separate DHI Code of Conduct for Staff is
also in place and sets out similar principles in relation to the standards of behaviour expected of all staff.
This Code is based on the Model Code of Conduct approved by the Scottish Ministers. As a member of the
Board of the DHI, it is your responsibility to make sure that you are familiar with, and that your actions
comply with, the provisions of this Code of Conduct.
SECTION 2: GUIDANCE ON THE CODE OF CONDUCT
You must observe the rules of conduct contained in this Code. It is your personal responsibility to comply
with these and review regularly, and at least annually, your personal circumstances with this in mind,
particularly when your circumstances change. You must not at any time advocate or encourage any action
contrary to the Code of Conduct.
The Code of Conduct has been developed in line with the key principles listed in Section 3 below and
provides additional information on how the principles should be interpreted and applied in practice.
The Scottish Government Standards Commission also issues guidance and has established a website, which
is intended to be an important source of information about the ethical framework in Scotland in general
and the work and activities of the Commission and the Chief Investigating Officer. Contact details:
http://www.standardscommissionscotland.org.uk/content/contact-us
No Code can provide for all circumstances and if you are uncertain about how the rules apply, you should
seek advice from the Board. You may also choose to consult your own legal advisers and, on detailed
financial and commercial matters, seek advice from other relevant professionals.
SECTION 3: KEY PRINCIPLES OF THE CODE OF CONDUCT
The general principles upon which this Code of Conduct is based are:
Public Service
You have a duty to act in accordance with the core tasks and in the
interests of the Board of the DHI of which you are a member.
Selflessness
You have a duty to take decisions solely in terms of public interest
(We are established by public sector monies). You must not act in
order to gain financial or other material benefit for yourself, family
or friends.
Integrity
You must not place yourself under any financial, or other,
obligation to any individual or organisation that might reasonably
be thought to influence you in the performance of your duties.
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Annex B – DHI Board Members Code of Conduct
Objectivity
You must make decisions solely on merit when carrying out public
business.
Accountability and Stewardship
You are accountable for your decisions and actions to the board.
You have a duty to consider issues on their merits, taking account
of the views of others and must ensure that the DHI uses its
resources prudently and in accordance with the law.
Openness
You have a duty to be as open as possible about your decisions and
actions, giving reasons for your decisions and restricting
information only when the wider public interest clearly demands.
Honesty
You have a duty to act honestly. You must declare any private
interests relating to your public duties and take steps to resolve
any conflicts arising in a way that protects the public interest.
Leadership
You have a duty to promote and support these principles by
leadership and example, to maintain and strengthen trust and
confidence in the integrity of the DHI and its members in
conducting business.
Respect
You must respect fellow members and employees of the DHI and
the role they play, treating them with courtesy at all times.
You should apply the principles of this code to your dealings with fellow members of the DHI.
SECTION 4: GENERAL CONDUCT
Paragraph 1: Relationship with staff members of the DHI
You will treat any staff working within the DHI with courtesy and respect. It is expected that DHI staff will
show the same consideration in return.
Paragraph 2: Allowances
You must comply with any rules of the DHI and the host organisation of your employment regarding
remuneration, allowances and expenses.
Paragraph 3: Gifts and Hospitality
You must never canvass or seek gifts or hospitality.
You are responsible for your decisions connected with the offer or acceptance of gifts or hospitality and
for avoiding the risk of damage to public confidence in the DHI. As a general guide, it is usually appropriate
to refuse offers except:
·
·
·
isolated gifts of a trivial character or inexpensive seasonal gifts such as a calendar or diary, or other
simple items of office equipment of modest value
normal hospitality associated with your duties and which would reasonably be regarded as
appropriate
gifts received on behalf of the DHI
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Annex B – DHI Board Members Code of Conduct
You must not accept gifts or hospitality where this would amount to real or substantive personal gain.
In addition, you must not accept any offer by way of gift or hospitality which could give rise to a reasonable
suspicion of influence on your part to show favour, or disadvantage, to any individual or organisation. You
should also consider whether there may be any reasonable perception that any gift received by your
spouse or cohabitee or by any company in which you have a controlling interest, or by a partnership of
which you are a partner, can or would influence your judgement. The term “gift” includes benefits such
as relief from indebtedness, loan concessions, or provision of services at a cost below that generally
charged to members of the public. You must not accept repeated hospitality from the same source.
You must record details of any gifts and hospitality received and the record must be made available for
inspection by the Board.
You must not accept any offer of a gift or hospitality from any individual or organisation which stands to
gain or benefit from a decision the DHI may be involved in determining, or who is seeking to do business
with the DHI, and which a person might reasonably consider could have a bearing on your judgement. If
you are making a visit to inspect equipment, vehicles, land or property, then as a general rule you should
ensure that the DHI pays for the costs of these visits.
Paragraph 4: Confidentiality Requirements
There may be times when you will be required to treat discussions, documents or other information
relating to the work of the DHI in a confidential manner. You will often receive information of a private
nature which is not yet public, or which perhaps would not be intended to be public. There are provisions
in legislation on the categories of confidential and exempt information and you must always respect and
comply with the requirement to keep such information private.
It is unacceptable to disclose any information to which you have privileged access, for example derived
from a confidential document, either orally or in writing. In the case of other documents and information,
you are requested to exercise your judgement as to what should or should not be made available to
outside bodies or individuals. In any event, such information should never be used for the purpose of
personal or financial gain, or used in such a way as to bring the DHI into disrepute.
Paragraph 5: Appointment to Partner Organisations
You may be appointed, or nominated by the DHI or the University of Edinburgh, the Glasgow School of Art
or NHS 24 as a member of another body or organisation. If so, you are bound by the code of conduct of
these organisations and should observe the rules of this Code of conduct in carrying out the duties of the
DHI.
Members who become directors of companies as nominees of the DHI will assume personal
responsibilities under the Companies Acts. It is possible that conflicts of interest can arise for such
members between the company and the DHI. It is your responsibility to take advice on your responsibilities
to the DHI and to the company. This will include questions of declarations of interest.
Board Members shall respect the regulations regarding Health and Safety that apply to the DHI Hosting
organisation they are in.
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Annex B – DHI Board Members Code of Conduct
The University of Edinburgh policies will apply when Board Members will be in the University of Edinburgh
premises.
Glasgow School of Art policies will apply when Board Members will be in the Glasgow School of Art
premises.
NHS 24 policies will apply when Board Members will be in the NHS24 premises.
Paragraph 6: Procurement compliance
Requirements in terms of procurement will be communicated to the Board later on.
SECTION 5: REGISTRATION OF INTERESTS
The following paragraphs set out the categories of interests, financial and otherwise which you have to
register. These are called “Registerable Interests”. You must, at all times, ensure that these interests are
registered, when you are appointed and whenever your circumstances change in such a way as to require
change or an addition to your entry in the Register of Interests.
You are invited to use the template of DHI REGISTER OF INTEREST available in annex F.
The CEO shall on a yearly basis, remind the Board Members of the interests they have registered and
remind them to register any new interests that need to be registered.
This annual review shall be made using the template of DHI REGISTER OF INTEREST provided in annex F.
Section 8 contains key definitions to help you decide what is required when registering your interests
under any particular category. These categories are listed below with explanatory notes designed to help
you decide what is required when registering your interests under any particular category.
Category One: Remuneration
You have a Registerable Interest where you receive remuneration by virtue of being:
·
·
·
·
·
·
employed;
self-employed;
the holder of an office;
a director of an undertaking;
a partner in a firm; or
undertaking a trade, profession or vocation or any other work.
The amount of remuneration does not require to be registered and remuneration received as a Member
does not have to be registered.
If a position is not remunerated it does not need to be registered under this category. However,
unremunerated directorships may need to be registered under category two, “Related Undertakings”.
If you receive any allowances in relation to membership of any organisation, the fact that you receive such
an allowance must be registered.
When registering employment, you must give the name of the employer, the nature of its business, and
the nature of the post held in the organisation.
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Annex B – DHI Board Members Code of Conduct
When registering self-employment, you must provide the name and give details of the nature of the
business. When registering an interest in a partnership, you must give the name of the partnership and
the nature of its business.
Where you undertake a trade, profession or vocation, or any other work, the detail to be given is the
nature of the work and its regularity. For example, if you write for a newspaper, you must give the name
of the publication, and the frequency of articles for which you are paid.
When registering a directorship, it is necessary to provide the registered name of the undertaking in which
the directorship is held and the nature of its business.
Registration of a pension is not required as this falls outside the scope of the category.
Category Two: Related Undertakings
You must register any directorships held which are themselves not remunerated but where the company
(or other undertaking) in question is a subsidiary of, or a parent of, a company (or other undertaking) in
which you hold a remunerated directorship.
You must register the name of the subsidiary or parent company or other undertaking and the nature of
its business, and its relationship to the company or other undertaking in which you are a director and from
which you receive remuneration.
The situations to which the above paragraphs apply are as follows:
·
·
you are a director of a board of an undertaking and receive remuneration – declared under
category one – and
you are a director of a parent or subsidiary undertaking but do not receive remuneration in that
capacity.
Category Three: Contracts
You have a registerable interest where you (or a firm in which you are a partner), or an undertaking in
which you are a director or in which you have shares of a value as described in category 5 below have
made a contract with any of the DHI partner institutions in relation to the DHI activities:
·
·
under which goods or services are to be provided, or works are to be executed; and
which has not been fully discharged.
You must register a description of the contract, including its duration, but excluding the consideration.
Category Four: Houses, Land and Buildings
You have a registerable interest where you own or have any other right or interest in houses, land and
buildings, which may be significant to, of relevance to, or bear upon, the work and operation of the DHI.
The test to be applied when considering appropriateness of registration is to ask whether someone acting
reasonably might consider any interests in houses, land and buildings could potentially affect your
responsibilities to the DHI, or could influence your actions, speeches or decision-making. If in doubt, you
may consult with the Chairman.
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Category Five: Shares and Securities
You have a registerable interest where you have an interest in shares which constitute a holding in a
company or organisation which may be significant to, of relevance to, or bear upon, the work and
operation of the DHI. You are not required to register the value of such interests.
The test to be applied when considering appropriateness of registration is to ask whether someone acting
reasonably might consider any interests in shares and securities could potentially affect your
responsibilities to the DHI, or could influence your actions, speeches or decision-making. If in doubt, you
may consult with the Chairman.
Category Six: Non–Financial Interests
You may also have a registerable interest if you have non-financial interests which may be significant to,
of relevance to, or bear upon, the work and operation of the DHI. It is important that relevant interests
such as membership or holding office in other public bodies, clubs, societies and organisations such as
trades unions and voluntary organisations, are registered and described.
The test to be applied when considering appropriateness of registration is to ask whether someone acting
reasonably might consider any non-financial interest could potentially affect your responsibilities to the
organisation to which you are appointed, or could influence your actions, speeches or decision-making. If
in doubt, you may consult with the Chairman.
SECTION 6: DECLARATION OF INTERESTS
Paragraph 1: Introduction
There may be interests that you have not registered but you may need to declare during a Board meeting.
In considering whether to make a declaration in any proceedings, you must consider not only whether you
will be influenced but whether anybody else would think that you might be influenced by the interest. You
must keep in mind that the test is whether a member of the public, acting reasonably, might think that a
particular interest could influence you.
If you feel that, in the context of the matter being considered, your involvement is neither capable of being
viewed as more significant than that of an ordinary member of the public, nor likely to be perceived by
someone acting reasonably as wrong, you may continue to attend the meeting and participate in both
discussion and voting. The relevant interest must however be declared. It is your responsibility to judge
whether an interest is sufficiently relevant to particular proceedings to require a declaration and you are
advised to err on the side of caution. You may also seek advice from the Chairman.
The key principles of the Code of conduct, especially those in relation to integrity, honesty and openness,
are given further practical effect by the requirement for you to declare certain interests in proceedings of
the DHI. Together with the rules on registration of interests, this ensures transparency of your interests
which might influence, or be thought to influence, your actions.
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Paragraph 2: Interests which Require Declaration
Interests which require to be declared may be financial or non-financial. They may or may not be interests
which are registerable under this Code of conduct. Most of the interests to be declared will be your
personal interests but, on occasion, you will have to consider whether the interests of other persons
require you to make a declaration.
Financial Interests
Any financial interest which is registerable must be declared. If, under category one of section 5 of this
Code of conduct, or category six in respect of non-financial interests, you have registered an interest:
·
·
as a Member of the Board; or
as a Councillor or a Member of another Devolved Public Body where the Council or other Devolved
Public Body, as the case may be, has nominated or appointed you as a Member of the Board; you
do not, for that reason alone, have to declare that interest.
Shares and Securities
You may have to declare interests in shares and securities, over and above those registerable under
category five of Section 5 of this Code of conduct. You may, for example, in the course of employment or
self-employment, be engaged in providing professional advice to a person whose interests are a
component of a matter to be dealt with by a board.
You have a declarable interest where an interest becomes of direct relevance to a matter before the DHI
and you have shares comprised in the share capital of a company or other body and the nominal value of
the shares is:
·
·
greater than 1% of the issued share capital of the company or other body; or
greater than £25,000.
You are required to declare the name of the company only, not the size or nature of the holding.
Houses, Land and Buildings
Any interest in houses, land and buildings which is registerable under category four of Section 5 of this
Code of conduct must be declared, as well as any similar interests which arise as a result of specific
discussions or operations of the DHI.
Non-Financial Interests
If you have a registered non-financial interest under category six of Section 5 of this Code of conduct you
have recognised that it is significant. There is therefore a very strong presumption that this interest will
be declared where there is any link between a matter which requires your attention as a member of the
DHI Board and the registered interest. Non-financial interests include membership or holding office in
other public bodies, clubs, societies, trade unions and organisations including voluntary organisations.
They become declarable if and when someone acting reasonably may think they could influence your
actions, speeches or votes in the decisions of the DHI.
You may serve on other bodies as a result of express nomination or appointment by the DHI or otherwise
by virtue of being a member of the DHI Board. You must always remember interest points towards
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transparency particularly where there is a possible divergence of interest between different public
authorities.
You will also have other private and personal interests and may serve, or be associated with, bodies,
societies and organisations as a result of your private and personal interests and not because of your role
as a member of the DHI Board. In the context of any particular matter you will have to decide whether to
declare a non-financial interest. You should declare an interest unless you believe that, in the particular
circumstances, the interest is irrelevant or without significance. In reaching a view you should consider
whether the interest (whether taking the form of association or the holding of office) would be seen by
someone acting reasonably in a different light because it is the interest of a person who is a DHI Board
member as opposed to the interest of an ordinary member of the public.
Interests of Other Persons
The Code requires only your interests to be registered. You may, however, have to consider whether you
should declare an interest in regard to the financial interests of your spouse or cohabitee or civil partner
which are known to you. You may have to give similar consideration to any known non-financial interest
of a spouse or cohabitee. You have to ask yourself whether a member of the public acting reasonably
would regard these interests as effectively the same as your interests in the sense of potential effect on
your responsibilities as a Board member of the DHI.
The interests known to you, both financial and non-financial, of relatives and close friends may have to be
declared. This Code of conduct does not attempt the task of defining “relative” or “friend”. The key
principle is the need for transparency in regard to any interest which might (regardless of the precise
description of relationship) be objectively regarded by someone acting reasonably, as potentially affecting
your responsibilities as a member of the DHI Board.
Paragraph 3: Making a Declaration
You must consider at the earliest stage possible whether you have an interest to declare in relation to any
matter which is to be considered. You should consider whether agendas for meetings raise any issue of
declaration of interest. Your declaration of interest must be made as soon as practicable at a meeting
where that interest arises. If you do identify the need for a declaration of interest only when a particular
matter is being discussed you must declare the interest as soon as you realise it is necessary.
The oral statement of declaration of interest should identify the item or items of business to which it
relates. The statement should begin with the words “I declare an interest”. The statement must be
sufficiently informative to enable those at the meeting, including the public, to understand the nature of
your interest but need not give a detailed description of the interest.
Paragraph 4: Effect of Declaration
Declaring a financial interest has the effect of prohibiting any participation in discussion and voting. A
declaration of a non-financial interest involves a further exercise of judgement on your part. You must
consider the relationship between the interests which have been declared and the particular matter to be
considered and relevant individual circumstances surrounding the particular matter.
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In the final analysis the conclusive test is whether, in the particular circumstances of the item of business,
and knowing all the relevant facts, someone acting reasonably would consider that you might be
influenced by the interest in your role as a member of the DHI Board and that it would therefore be wrong
to take part in any discussion or decision-making. If you, in conscience, believe that your continued
presence would not fall foul of this objective test, then declaring an interest will not preclude your
involvement in discussion or voting. If you are not confident about the application of this objective
yardstick, you must play no part in discussion and must leave the meeting room until discussion of the
particular item is concluded.
Paragraph 5: Dispensations
In very limited circumstances dispensations can be granted by the Board in relation to the existence of
financial and non-financial interests which would otherwise prohibit you from taking part and voting on
matters coming before the DHI Board and its committees. Applications for dispensations will be
considered and should be made as soon as possible in order to allow proper consideration of the
application in advance of meetings where dispensation is sought. You should not take part in the
consideration of the matter in question until the application has been granted.
SECTION 7: LOBBYING AND ACCESS TO MEMBERS OF PUBLIC BODIES
Paragraph 1: Introduction
In order for the DHI to fulfil its commitment to being open and accessible, it needs to encourage
participation by organisations and stakeholders in relevant decision-making processes. Clearly however,
the desire to involve the stakeholders and other interest groups in the decision-making process must take
account of the need to ensure transparency and probity in the way in which the DHI conducts its business.
You will need to be able to consider evidence and arguments advanced by a wide range of organisations
and individuals in order to perform your duties effectively. Some of these organisations and individuals
will make their views known directly to individual members. The rules in this Code of conduct set out how
you should conduct yourself in your contacts with those who would seek to influence you. They are
designed to encourage proper interaction between members of public bodies, those they represent and
interest groups.
Paragraph 2: Rules and Guidance
You must not, in relation to contact with any person or organisation who lobbies, do anything which
contravenes this Code of Conduct or any other relevant rule of the DHI or any statutory provision.
You must not, in relation to contact with any person or organisation who lobbies, act in any way which
could bring discredit upon the DHI.
The founding members of DHI must be assured that no person or organisation will gain better access to,
or treatment by, you as a result of employing a company or individual to lobby on a fee basis on their
behalf. You must not, therefore, offer or accord any preferential access or treatment to those lobbying on
a fee basis on behalf of clients compared with that which you accord any other person or organisation who
lobbies or approaches you. Nor should those lobbying on a fee basis on behalf of clients be given to
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understand that preferential access or treatment, compared to that accorded to any other person or
organisation, might be forthcoming from another member of the DHI.
Before taking any action as a result of being lobbied, you should seek to satisfy yourself about the identity
of the person or organisation who is lobbying and the motive for lobbying. You may choose to act in
response to a person or organisation lobbying on a fee basis on behalf of clients but it is important that
you know the basis on which you are being lobbied in order to ensure that any action taken in connection
with the lobbyist complies with the standards set out in this Code.
You should not accept any paid work:
·
·
which would involve you lobbying on behalf of any person or organisation or any clients of a
person or organisation
to provide services as a strategist, adviser or consultant, for example, advising on how to influence
the DHI and its members. This does not prohibit you from being remunerated for activity which
may arise because of, or relate to, membership of the DHI, such as journalism or broadcasting, or
involvement in representative or presentational work, such as participation in delegations,
conferences or other events
If you have concerns about the approach or methods used by any person or organisation in their contacts
with you, you must seek the guidance of the DHI Board.
SECTION 8: DEFINITIONS
Remuneration includes any salary, wage, share of profits, fee, expenses, other monetary benefit or benefit
in kind. This would include, for example, the provision of a company car or travelling expenses by an
employer.
Undertaking means:
·
·
a body corporate or partnership; or
an unincorporated association carrying on a trade or business, with or without a view to a profit.
Related Undertaking is a parent or subsidiary company of a principal undertaking of which you are also a
director. You will receive remuneration for the principal undertaking though you will not receive
remuneration as director of the related undertaking.
Parent Undertaking is an undertaking in relation to another undertaking, a subsidiary undertaking, if a) it
holds a majority of the voting rights in the undertaking; or b) it is a member of the undertaking and has
the right to appoint or remove a majority of its board of directors; or c) it has the right to exercise a
dominant influence over the undertaking (i) by virtue of provisions contained in the undertaking’s
memorandum or articles or (ii) by virtue of a control contract; or d) it is a councillor of the undertaking and
controls alone, pursuant to an agreement with other shareholders or councillors, a majority of the voting
rights in the undertaking.
Group of companies has the same meaning as “group” in section 262(1) of the Companies Act 1985. A
“group”, within section 262(1) of the Companies Act 1985, means a parent undertaking and its subsidiary
undertakings.
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Public body means a devolved public body listed in Schedule 3 of the Ethical Standards in Public Life etc.
(Scotland) Act 2000.
A person means a single individual or legal person and includes a group of companies.
Any person includes individuals, incorporated and unincorporated bodies, trade unions, charities and
voluntary organisations.
Spouse does not include a former spouse or a spouse who is living separately and apart from you.
Cohabitee includes a person, whether of the opposite sex or not, who is living with you in a relationship
similar to that of husband and wife.
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Annex C – DHI Management Statement
ANNEX C– DHI MANAGEMENT STATEMENT
SECTION 1: INTRODUCTION
The Management Statement (MS) sets out the broad framework within which the DHI will operate. The
MS does not convey any legal powers or responsibilities. This document supersedes all previous versions.
The Management Statement shall be reviewed and updated periodically by the DHI Board, ensuring
versions are appropriately agreed and dated.
The DHI Board may propose amendments to the MS at any time. Any such proposals shall be considered
by the DHI Board taking account of policy aims, operational factors and the track record of the organisation
itself. The guiding principle shall be that the extent of flexibility and freedom given to the DHI shall reflect
both the quality of its internal controls and its operational needs. The DHI Board shall determine what
changes, if any, are to be incorporated in the MS. Legislative provisions shall take precedence over any
part of the MS.
The DHI shall satisfy the conditions and requirements set out in the MS, together with all relevant
requirements in the Scottish Public Finance Manual (SPFM) or such other conditions as the host
organisation may from time to time impose. Any question regarding the interpretation of the MS shall be
resolved by the sponsor Directorate after consultation with the DHI Board.
Copies of the MS shall also be made available on the DHI website and on request.
SECTION 2: MANAGEMENT STATEMENT
Paragraph 1: Functions, Duties and Powers
Founding legislation; status
The Digital Health Institute (DHI) is an Innovation Centre funded by the Scottish Funding Council and
established and led by the University of Edinburgh in partnership with The Glasgow School of Art and NHS
24 hosted by the School of Informatics of the University of Edinburgh.
The functions, duties and powers of the DHI.
The DHI was established through the award of funding by the Scottish Funding Council to the University
of Edinburgh, to establish a new generation of innovation centre which tackles the challenges by
addressing the unsustainable demands being placed on the health and social care provisions in Scotland
through identifying pioneering solutions through collaborations with health and social care, academia and
industry generating economic impact as a result.
Classification
For policy/administrative purposes the DHI is operated and governed by the University of Edinburgh in
partnership with The Glasgow School of Art and NHS24.
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References to the DHI include, where appropriate, all or any of its joint ventures that are classified to the
public sector for national accounts purposes. If such a subsidiary or joint venture is created, there shall be
a document setting out the arrangements between it and the DHI.
Paragraph 2: Aim(s), Objectives and Targets
Mission
The DHI will use Scotland’s unique capabilities, knowledge and global network to transform healthcare
provision and make a tangible difference to the quality of peoples’ lives.
The DHI will co-create sustainable economic growth through new products, services and systems
developed together with businesses, academics, healthcare specialists and citizens. Our aim is to generate
high value health and social care solutions to the benefit of the people of Scotland and wider.
The DHI will achieve this by stimulating the development and testing of commercial and public healthcare
solutions that position Scotland as a leader in a global arena.
Through design innovation methods together with agile development, we propose to deliver tangible,
business, social and academic benefits from the first year of operation.
Overall aim[s]
The overall aims and functions of the DHI are defined as follows:
DHI: addressing the global challenge and opportunity
·
·
·
Tackling the challenges of health and care for ageing populations faced not just in Scotland, but
also internationally
Addressing the need for a more sustainable health and social care delivery system.
Identifying pioneering solutions through creative collaborations with health and social care
professionals, academia and industry.
DHI: focusing innovation on quality of life solutions
·
Encouraging the development of products, services and systems that allow health and social care
provision to be rebalanced away from hospitals to enable people to live independently for
longer.
DHI: delivering economic benefit for Scotland
·
Stimulating the growth of digital health economy in Scotland by supporting SMEs and academia
to co-create new markets and products.
DHI: positioning Scotland as a leader in Digital Health
·
·
Engaging a wide range of experts and encouraging collaboration
positioning Scotland as an attractive research location in a global market
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·
·
attracting large corporate organisations and bringing inward investment and high value jobs
creating a leading position for Scotland in the digital health arena.
Objectives and key targets
DHI shall prepare annually for the DHI Board an operational delivery plan to determine the process of
allocation of resources against the Board’s priorities and targets; this should include performance
indicators, have regard to the need for efficiency and effectiveness, and the achievement of value for
money and quality in the delivery of service.
Paragraph 3: Responsibilities and Accountability
The Chairman of the DHI
The Chairman has a particular leadership responsibility on the following matters:
·
·
·
·
formulating the DHI Board's strategy
promoting the efficient and effective use of staff and other resources
encouraging high standards of propriety and regularity
representing the views of the Board externally
The Chairman shall also:
·
·
·
ensure that all members of the Board, when taking up office, are fully briefed on the terms of their
appointment and on their duties, rights and responsibilities, and if appropriate receive induction
training, including on the financial management and reporting requirements of the DHI and on
any differences which may exist between private and public sector practice
consider the needs of the DHI Board when Board vacancies arise, with a view to ensuring a proper
balance of professional and commercial expertise
assess the performance of individual Board members on an annual basis
The Board
The Board has responsibility for ensuring that the DHI fulfils the aim[s] and objectives and for promoting
the efficient and effective use of staff and other resources by the DHI in accordance with the principles of
Best Value. To this end, and in pursuit of its wider corporate responsibilities, the Board shall:
·
·
·
·
·
establish the overall strategic direction of the DHI within the policy, planning and resources
framework
ensure that any statutory or administrative requirements for the use of funds (i.e. all funds falling
within the stewardship of the DHI) are complied with; that the Board operates within the limits of
its statutory authority and any agreed delegated authority
ensure that the Board receives and reviews regular financial information concerning the
management of the DHI ; is informed in a timely manner about any concerns about the activities
of the DHI
demonstrate high standards of governance at all times. The Board is expected to assure itself on
the effectiveness of the internal control and risk management systems
provide commitment and leadership in the development and promotion of Best Value principles
throughout the DHI
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Individual Board members shall act in accordance with their wider responsibility as Members of the Board
- namely to:
·
·
·
·
comply at all times with the DHI Code of Conduct and with the rules relating to the use of public
funds, conflicts of interest and confidentiality
not misuse information gained in the course of their service for personal gain or for political profit,
nor seek to use the opportunity of public service to promote their private interests or those of
connected persons or organisations
comply with the Code of Conduct or for those bodies not covered by the provisions of the Ethical
Standards framework, the Board's rules on the acceptance of gifts and hospitality, and of business
appointments
act in good faith and in the best interests of the DHI
The Chief Executive Officer
The Chief Executive Officer of the DHI is designated responsible to the Accountable Officer of the School
of Informatics for the financial performance of the DHI.
The Chief Executive Officer of the DHI is responsible for safeguarding the public funds (i.e. all funds falling
within the stewardship of the DHI for which he/she has charge); for ensuring propriety and regularity in
the handling of those public funds; and for the day-to-day operations and management of the DHI. This
requires the University of Edinburgh and The Glasgow School of Art to operate with full transparency and
integrity in relation to the Scottish Funding Council funding for the DHI activities. Annual reporting from
both organisations on the use of the funds will be required to be submitted to the Chief Executive Officer
and the Finance Controller for the purposes of the DHI Annual Report. He/she should act in accordance
with the terms of the MS.
The Accountable Officer has a duty to secure Best Value, which includes the concepts of good corporate
governance, performance management and continuous improvement.
As Accountable Officer the Chief Executive Officer shall exercise specific responsibilities as outlined in the
role profile for the post.
Paragraph 4: Staff management
Within the arrangements approved by the DHI Board, the DHI (through its hosting organisations) shall have
responsibility for the recruitment, retention and motivation of its staff. To this end it shall be ensured that:
·
·
·
·
·
·
·
the recruitment of its staff is based on fair and open competition and equal opportunities
the level and structure of its staffing, including grades and numbers of staff, is appropriate to its
functions and the requirements of efficiency, effectiveness and economy
the performance of its staff at all levels is managed effectively and efficiently; they are
satisfactorily appraised; and the performance appraisal and promotion systems of the DHI are
reviewed from time to time
its staff are encouraged to acquire the appropriate professional, management and other expertise
necessary to achieve the objectives of the DHI
proper consultation with staff takes place on key issues affecting them
adequate grievance and disciplinary procedures are in place
whistleblowing procedures consistent with the Public Interest Disclosure Act are in place
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·
a code of conduct for staff is in place
The DHI will put in place arrangements for the purposes of:
·
·
·
improving the management of the officers employed by it;
monitoring such management; and
workforce planning.
In order to comply with this requirement, the DHI should put in place arrangements to improve
continuously in relation to the fair and effective management of staff. This can be achieved by specifying
that staff are entitled to be:
·
·
·
·
·
well informed;
appropriately trained;
involved in decisions which affect them;
treated fairly and consistently; and
provided with an improved and safe working environment.
Paragraph 5: Reviewing the role of the DHI
The SFC has the right of review of the role of the DHI and through its offer letter dated 4 March 2013, it
has imposed the following standard conditions of grant:
·
·
·
·
·
·
·
·
You must use the grant to achieve the activities and outcomes you detailed in your business plan
and associated documents, and in accordance with the Council's Financial Memorandum with
institutions.
You must seek our agreement in advance for any alterations to the objectives or outcomes of the
Centre. We anticipate that operational changes will be agreed through our representation on the
Centre's governance structure.
The main contact you have nominated in your business plan must act on behalf of all partner
institutions and accept responsibility for monitoring use and allocation of the grant and coordinating any reports.
If your pattern of spend differs significantly from the budget provided in your business plan, you
must notify us as soon as possible.
You must comply with the monitoring and evaluation requirements in this letter and also cooperate with the impact evaluation, if requested. You must immediately tell us of any problems
with the project which are likely to affect the timetable or outcomes. We may request additional
reports on the project if we think this is necessary.
You must tell us in advance of any publicity arrangements you are making for the project so that
we can advise on our inclusion in signage, advertising and media releases.
We may audit relevant project documentation so that we know that you have used the grant
appropriately and have met these conditions of grant.
We may suspend payments or recover grant paid if you do not comply with any of these conditions
of grant
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SECTION 3:
DECISIONS
RESERVATIONS OF POWERS TO THE BOARD – SCHEDULE OF RETAINED
The strategic role of the Board is to determine the direction and objectives of the DHI. In this respect it is
responsible for compliance by the DHI with any performance standards, guidance and regulatory
requirement.
Accountability requires the Board to adopt a Schedule of Decisions that are reserved for the DHI Board.
Having regard to its strategic role, its duty to hold the Executive to account and to ensure that proper and
effective controls and systems for running the DHI are in place and are implemented, the following are
reserved to the Board:
·
·
·
·
·
·
·
·
·
·
·
·
·
·
·
Approval of the Strategic Plan and related vision, values and aims and any significant variance
considered by the Chairman or Chief Executive Officer to fall within the strategic role of the DHI
Board:
Approval of the Operational Delivery Plan and any significant variance considered by the Chairman
or Chief Executive Officer to fall within the strategic role of the Board
Approval of the Workforce Plan
Approval of any other underpinning Strategy required to support the delivery of the Strategic Plan,
including the strategic communication plan and the fraud action plan
Approval of the Three Year Financial Plan and Annual Financial Plan and any significant variations
as determined by the Scheme of Delegation
Approval of the Board’s Standing Orders
Approval of the Establishment, Terms of Reference and Membership of all Committees acting on
behalf of the Board
Approval of Schedule of Retained Decisions and Scheme of Delegation
Approval of Standing Financial Instructions
Receiving and noting Board Members’ Register of Interests
Approval of the DHI Board Annual Report
Monitoring of performance against the Strategic and Financial Plans (Operational Delivery Plan,
Revenue and Capital Budget)
Appointment of the Vice Chairman
Appointment of Internal Auditors
Approval of delegation of any function to any external agencies
SECTION 4: SCHEME OF DELEGATION
A clear set of rules for delegation, is essential to ensure that effective management control of resources is
exercised.
Decisions retained by the Board are identified in Section 3.
All powers not retained by the Board or delegated to a Committee or Sub Committee shall be exercised
on behalf of the Board by the Chief Executive Officer. The Chief Executive Officer is required to prepare a
Scheme of Delegation identifying which functions he/she shall perform personally and which functions
have been delegated to other Officers.
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Annex C – DHI Management Statement
The Scheme of Delegation and the Standing Financial Instructions form a major part of the system of
internal control. These should be used in conjunction with other established procedures.
SECTION 5: BOARD INDUCTION PROCESS
In order to ensure that Board Members are clear on the Board’s expectations and have an appropriate
level of knowledge, an induction process has been put in place which is supplemented by the individual
processes agreed for each of the Board’s Committees.
Various stages have been put in place as follows:
Step 1: Appointment letter to be forwarded to individual by the Chairman detailing the:
·
·
·
·
designation of the position
authority under which the appointment is made
term and conditions of appointment
length of appointment
Step 2: Follow-up letter to be forwarded by Chief Executive Officer providing key additional information
and documentation:
·
·
·
SFC Submissions
Letter of Award and Terms of Grant
Programme Plan
Step 3: Meetings to be arranged with:
·
·
·
Board Chairman (general introduction)
Chief Executive Officer (general introduction)
Senior Management Team (specific discussion around functional areas)
Step 4: Attendance at first Board meeting
Step 5: Involvement in individual Committee induction process as appropriate
Step 6: Meeting with Board Chairman to review additional induction requirements
Step 7: Observation of one meeting of the other Board Committees
Step 8: Involvement in on-going Board development and review programme
SECTION 6: MANAGEMENT GROUPS’ TERMS OF REFERENCE (to be supplied by individual
groups)
All powers not retained by the Board or delegated to a Committee, Sub Committee or advisory Board shall
be exercised on behalf of the Board by the Chief Executive Officer. As outlined in Section 4, the Chief
Executive Officer is required to prepare a Scheme of Delegation identifying which functions he/she shall
perform personal and which functions have been delegated to other Officers, this should be submitted to
the board by 31st January 2014 and reviewed annually.
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Annex C – DHI Management Statement
To support the above, an internal corporate governance structure is in place. This section details the
management groups established as part of the supporting system and provides their associated terms of
reference (where available).
The terms of reference shall determine the rules and regulations for the proceedings of formally
constituted Groups subject to the following provisions:
·
·
·
Executive Directors have the right to receive all papers of, and the right to attend meetings of all
the Groups.
Meetings of the Groups shall not be open to the public and press unless the Senior Management
Team decides otherwise in respect to a particular meeting.
Groups and the membership thereof shall be reviewed annually at an appropriate Meeting of the
Senior Management Team. Casual vacancies in the membership of Groups shall be filled, so far as
practicable, by the Senior Management Team at the next scheduled meeting following a vacancy
occurring.
The terms of reference for Management Groups form part of this Governance Manual and are contained
in Annex D and E as follows:
·
·
Senior Management Team
Advisory Boards
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Annex D – The DHI Senior Management Team
ANNEX D– THE DHI SENIOR MANAGEMENT TEAM
SECTION 1: PURPOSE OF THE SENIOR MANAGEMENT TEAM
The Senior Management Team is the group established by the Chief Executive Officer to ensure
delivery of the DHI’s strategic objectives.
It seeks to ensure that the DHI’s activities are undertaken within the framework contained within this
Governance Manual.
SECTION 2: COMPOSITION OF THE DHI SENIOR MANAGEMENT TEAM
Paragraph 1: Membership
The Group will comprise:
·
·
·
·
·
·
·
Chief Executive Officer
Chief Operating Officer
Industry, Health and Care Engagement Manager
Network Integrator
Director of Research and Knowledge Exchange
Finance Controller
Design Director(s)
Appropriate training and development will be provided to ensure that members of the Group have the
skills and knowledge to carry out their roles.
Paragraph 2: Attendance
Regular review and operational planning meetings will take place in accordance with the operational
and functional meeting schedules and attendees will vary depending on agenda specified, however
attendees will be made up from any of the following and their direct line staff where appropriate:
·
·
·
·
·
·
·
Chief Executive Officer
Chief Operating Officer
Industry, Health and Care Engagement Manager
Network Integrator
Director of Research and Knowledge Exchange
Finance Controller
Design Director(s)
The Personal Assistant to the Chief Executive Officer shall attend meetings to take the minute of
discussions.
The Group can request the attendance of any other staff member of the DHI.
Paragraph 3: Meetings of the Senior Management Team
Frequency
The Group shall meet as required, with Meetings normally to be held fortnightly, at the place and time
as determined by the Group.
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Annex D – The DHI Senior Management Team
The Chief Executive Officer may at any time convene additional Meetings of the Group to consider
business which may require urgent consideration. These meetings may be attended exclusively by
Group Members.
Agenda and Papers
The Chief Operating Officer will set the Agenda for meetings, with contributions expected from each
of the Members.
The Agenda and supporting papers will be sent out at least two working days in advance of the
meetings.
All papers will clearly state the agenda reference, the author, the purpose of the paper and the action
the Group is asked to consider (as per the documentation guidelines).
Quorum
A minimum of four members of the Group shall constitute a quorum and no business shall be
transacted unless this minimum number of Members is present. For the purposes of determining
whether a meeting is quorate, Members attending by either video or tele-conference link will be
determined to be in attendance.
Minutes
Formal minutes shall be taken of the proceedings of the Group by the Personal Assistant to the Chief
Executive Officer. These Draft Minutes shall be distributed for consideration and review, to the
Chairman of the Meeting within two working days of the Meeting and distributed to the Members
within four working days of the Meeting.
The Draft Minutes shall then be presented at the next Meeting of the Group for approval.
Formally approved Minutes shall be held on file for audit and general reference purposes.
Authority
The Group is authorised by the Chief Executive Officer, within its Terms of Reference, to investigate
any activity in the operations of the DHI. It is authorised to seek and obtain any information it requires
from any employee and all employees of the DHI are directed to co-operate with any request made by
the Group.
The Group is authorised by the Chief Executive Officer to obtain external legal or other independent
professional advice and to secure the assistance of people from outside the DHI with relevant expertise
if it is considered necessary.
Specific Duties of the Senior Management Team
The duties of the Group shall be in line with the Scheme of Delegation contained in this Governance
Manual, specifically:
Strategic Plan/Service Design:
·
·
Develop strategic objectives for the consideration of the DHI
Deliver against the strategic objectives agreed with the Board, reporting on progress on a
quarterly basis through the Chief Executive Officer’s report
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Annex D – The DHI Senior Management Team
·
·
Advise and make recommendations to the Board on any strategic planning and redesign
priorities required to ensure delivery of the strategic priorities, commissioning any individual
pieces of work as required
Monitor regional planning activities, ensuring there is an agreed DHI position.
Operational Delivery Plan (OPD):
·
·
·
Develop the key objectives and performance measures for the annually produced Operations
Delivery Plan for the consideration of the Board
Ensure integration of the ODP with related local plans and service development priorities.
Deliver against the key objectives agreed with the Board, monitoring on a monthly basis and
reporting on progress on a monthly basis through the Chief Executive Officer’s report
Financial Planning & Monitoring:
·
·
Develop financial plans in line with requirements for the consideration of the Board
Deliver against the agreed financial plans, reporting on progress to the Board through the
Finance Controller
Governance Arrangements:
·
·
Review and recommend approval to the Board for any required revisions to the Governance
Manual
Ensure appropriate internal governance arrangements are in place to support the Governance
Manual
Operational Performance Management
·
·
Review performance management information on a monthly basis and report to the Board
through the Chief Executive Officer’s Report
Ensure appropriate steps are taken to address any service affecting issues identified
Internal and External Audit Activity:
·
Review progress on a quarterly basis against and stipulated audit plans
Project Management Governance:
·
·
·
·
·
Ensure work programmes are in place, operating effectively and to a consistent methodology
Agree deliverables with each respective Project Board / Steering Group (through the Project
Initiation Document (PID) documentation) and the inter-programme linkage between them.
Carry out gateway reviews of project activity
Receive progress reports from each of the projects / programmes, evaluating outcomes in
terms of key measures
Review reports from internal project health checks carried out by the Programme Manager
Reporting
The key reporting to the Board of the activities of the Senior Management Team will be through the
Chief Executive Officer and specifically the Chief Executive Officer’s monthly report to the Board.
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Annex D – The DHI Senior Management Team
All Board and Committee papers require to be considered and supported by the Senior Management
Team.
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Annex E – DHI Advisory Group Structure proposal
ANNEX E - DHI ADVISORY GROUP STRUCTURE PROPOSAL
The DHI Advisory Boards are created to support the development of board strategy and organisational
direction in the best interests of successful economic impact in Scotland. The board are working to
develop this function further as the DHI moves forward. The framework states a purpose for each
board which is based on the broad principles that every IC has accepted.
The DHIBoard
Industry Advisory
Board
Design Advisory
Board
Technology Advisory
Board
Health and Care
Advisory Board
Academic Advisory
Board
In addition to a dedicated Industry Advisory Board, all of the Boards will have at least one Industry
representative. All Advisory Boards have an appointed board representative sponsor who is
responsible for the administration and coordination of their boards. These boards are expected to
evolve and develop as will the DHI as our knowledge and understanding will over time.
An Ethics Advisory Board may also be established in the future.
It is expected that the Advisory Boards will report to The DHI Board twice annually on matters relating
to their areas of concern, and it is anticipated that boards will meet quarterly as a minimum and six
times per year as a maximum to progress their agendas and as the DHI develops and matures on the
objectives set by the board. Ad-hoc meetings may be called as required.
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Industry Advisory Board
DIGITAL HEALTH INSTITUTE GOVERNANCE MANUAL
Annex E – DHI Advisory Group Structure proposal
Justene Ewing
(COO Administrating)
The Industry Advisory Board is established to support the strengthening of
its ties between DHI and its constituents in industry with particular focus
on SME enablement in Scotland facilitating DHI to remain demand driven.
Advising The Advisory and DHI Boards on broad matters relating to
industry and commerce
Advise DHI on industry issues relevant to DHI and its research and design
Development of a Scotland First network of digital health experts
Facilitiate involvement in the interactions between industry, DHI and
other partners
Technology Advisory Board
*The advisory board does not have authority to vote on DHI board matters
Dave Robertson
(Marcia Rankin administrating)
The Technology Advisory Board is established to promote
transformational change in the use of existing and emerging digital and
technological systems, devices and interventions in health and care
environments
Advise the Advisory Board and the Board of developments in Digital
Information Technology relating to health and care
Advise on EU developments in technology development specifically where
opportunity may exist for Scottish SMEs
Advise on data advances and use of insight and understanding in realtion
to the sector which may provide strategic advantage
Provide thought leadership and horizon scanning activities to challenge
the innovation landscape
*The advisory board does not have authority to vote on DHI board matters
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Annex E – DHI Advisory Group Structure proposal
Design Advisory
Board
Health and Care
Advisory Board
Sandra McRury (Health)
Peter MacLeod (Social Care)
(Brian McKinstry Administrating)
The Health and Care Advisory Board is established to support the
understanding and engagement of industry in health and care issues
experienced throughout Scotland
Advising The Advisory and DHI Boards on broad matters relating to health
and care issues / opportunities throughout Scotand and Europe
*The advisory board does not have authority to vote on DHI board matters
Irene McAra-McWilliam
(Joe Lockwood administrating)
The Design Advisory Board is established to support the innovation in
early, rapid and iterative testing of new solutions to digital health
challenges
Advising The Advisory and DHI Boards on broad matters relating to design
*The advisory board does not have authority to vote on DHI board matters
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Annex E – DHI Advisory Group Structure proposal
Director of Research and Knowledge Exchange (TBC)
Academic Advisory Board
(Stuart Anderson administrating)
The Academic Advisory Board is established to support development of
collaborative knowledge exchange and research activities and enhance
two way knowledge exchange between universities, industry and others
towards realising tangible benefits for businesses while also stimulating
and challenging the Scottish research base.
We are in late stages of finalising participation to this Academic Advisory
Board. The Chairman of the DHI will inform the Board Members of the
name of the Director of Research and Knowledge Exchange once the role
has been successfully appointed in due course.
Advising The Advisory and DHI Boards on broad matters relating to
collaborative research and knowledge exchange
Advise DHI on ways to enhance two way knowledge exchange between
universities, industry and others
Advise on simplifying the innovation landscape in Scotland through
creating conduits to the university
Development of a Scotland First network of digital health academic
experts
Facilitiate involvement in an environment that supports collaboration and
development between industry, DHI and other partners
*The advisory board does not have authority to vote on DHI board matters
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Annex F – Template DHI register of interests
ANNEX F - TEMPLATE DHI REGISTER OF INTERESTS
Name:
Date:
Category One: Remuneration – please insert details of all current remunerated positions (and those
held in the past 12 months)
Employment:
[Please provide name of the employer, the nature of its business and
the nature of the post held]
Self-employment:
[Please provide the name and nature of the business]
Office Holder:
[Please provide name of the undertaking, the nature of its business and
the nature of the post held]
Directorships:
[Please provide the name of each undertaking and the nature of its
business]
Partnerships:
[Please provide the name of the partnership and the nature of its
business]
Other
work:
Other
received:
remunerated [Please provide the nature of the work and its regularity]
allowances [If you receive any allowances in relation to membership of any
organisation, please provide details here]
Category Two: Related Undertakings – please insert details of all current directorships for which
you are not remunerated but where the undertaking in question is a subsidiary of, or a parent of,
an undertaking in which you hold a remunerated directorship (and those held in the past 12
months)
Directorships:
[Please provide the name of each undertaking, the nature of its
business and its relationship to the undertaking in which you hold a
remunerated directorship]
Category Three : Contracts – please insert details of all contracts that either (i) you; (ii) a firm in
which you are a partner; or (iii) an undertaking in which you are a director or in which you have
shares of a value as described in category 5 below, have in place with any of the DHI partner
institutions in relation to the DHI activities, under which goods or services are to be provided, or
works are to be executed; and which has not been fully discharged.
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Annex F – Template DHI register of interests
Contracts:
[Please provide a description of each contract, including its duration,
but excluding the consideration].
Category Four: Houses, Land and Buildings – please insert details of all houses, land and buildings
which you own, or in which you have any other right or interest, which may be significant to, of
relevance to, or bear upon, the work and operation of the DHI.
Houses:
[Please provide details of each house, your right/interest in it and its
relevance to the DHI]
Land:
[Please provide details of each area of land, your right/interest in it and
its relevance to the DHI]
Buildings:
[Please provide details of each building, your right/interest in it and its
relevance to the DHI]
Category Five: Shares and Securities – please insert details of all shares and securities in which you
hold an interest and which constitute a holding in a company or organisation which may be
significant to, of relevance to, or bear upon, the work and operation of the DHI.
Shares:
[Please provide details of the number of shares held, the undertaking
in which those shares are held and the relevance of that shareholding
to the DHI. Note that you do not require to register the value of the
shares]
Securities:
[Please provide details of the number of securities held, the
undertaking in which those securities are held and the relevance of
those securities to the DHI. Note that you do not require to register the
value of the securities]
Category Six: Non-Financial Interests – please insert details of all non-financial interests you hold
which may be significant to, of relevance to, or bear upon, the work and operation of the DHI.
Non-Financial Interests:
[Please provide details of all non-financial interests and their relevance
to the DHI. This may include details of membership of public bodies,
clubs, societies and organisations such as trades unions and voluntary
organisations]
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