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Changes to governance structure and Articles of Association

Frequently asked questions on changes to our governance structure.

11 February 2021

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These FAQs are a live document and will be updated regularly as questions arise.

1. What is being proposed?

The board is proposing that changes are made to the Confederation’s governance structure, including a change to the membership of the Confederation. Any changes must be approved by the current members, and the board propose to put this to a vote at the General Meeting in March 2021. 

2. What does a change to the membership mean?

The NHS Confederation is structured as a company limited by guarantee. Every company has two tiers of governance – the board, and the membership (known as the shareholders in a commercial company). The Confederation’s membership is currently made up of around 350 provider and commissioning organisations.  Company law gives members certain rights over the governance of the company, such as call general meetings and to dismiss board members. 

The board is proposing that the membership of the Confederation changes so that it is composed of just the board members. This will streamline the Confederation’s administrative and decision-making process, and in particular make decision making over formal company law issues easier to manage. The board of course remain committed to fully engaging members in the Confederation’s work through different means, and no material changes will be made to the governance of the Confederation without consultation with the Confederation Members. 

3. How will this affect my organisation’s rights as a member?

Existing members will continue to be at the heart of the Confederation’s purpose and will still be called ‘members’ – however instead of formal company law membership, the Confederation’s members will have rights and roles defined by new Byelaws adopted by the Confederation. We propose to call members within this definition the ‘Confederation Members’, while the legal members (the Trustees) will be the ‘Company Law Members’.

Confederation Members will have rights to participate in the Confederation’s Networks and other groups, to nominate individuals to serve on the board and to participate in a Members’ Council which will represent members’ views to the board.

The details are contained in the Byelaws.

4. Is there a vote to adopt the new arrangements?

Yes. Each current member will be asked to consider the new arrangements and vote to approve them at the Confederation’s General Meeting in March 2021. In order to pass, the vote must pass with at least 75 per cent majority of the members who are voting. 

If approved, the new system will take effect from 1 April 2021. 

5. How will this affect what the Confederation offers my organisation?

The legal changes themselves will not affect how the Confederation supports its members. As such, the Confederation will continue to influence on behalf of its members, representing their interests to political and national leaders; act as their voice in public forums, including in the media; and support them through a range of networking opportunities, guidance materials and other tailored support.  

6. How will this affect subscriptions?

Subscriptions will continue to be requested each April. The Executive team will be in touch separately closer to the time with more details of subscription levels from April 2021 onwards. 

7. What else is changing apart from membership structures?

Board appointments and terms of office: there will be three types of trustee – those nominated by members, those co-opted by the board, and the Chair. The new Byelaws set out terms of office for those trustees. 

Members’ Council: there will be a new Members’ Council whose role will be to: advise on the strategy and policy direction of the Confederation; serve as a key interface between the Confederation, Confederation Members and its Trustees and staff; support the Confederation in its role as the voice of NHS leadership and as a national thought leader; and act as a conduit between the Confederation and its members. 

Networks: the new Byelaws establish standard terms of reference for the Networks, so there is greater clarify about the role of Networks and their relationship to the board and to the Confederation. Each Network will have the right to nominate one of their number to serve as a trustee. 

The Northern Ireland Confederation for Health and Social Care and NHS Welsh Confederation Board: the new Byelaws recognise the different circumstances in Northern Ireland and Wales, and so have separate terms of reference for those groups. 

Committees: the new Articles and Byelaws contain more detail on the Confederation’s committee structures. The goal is to allow for create clear decision-making authority with decisions made in the appropriate place and an appropriate scheme of delegation to the Chief Executive, with reporting mechanisms which ensure that members of the Board have a full and clear understanding of the Confederation’s activities, including its policies, performance and finances.

Full details are set out in the Articles and Byelaws.

8. Why do the Articles look different to the current Articles?

Charity Commission guidance is that charities should review their governance structures every five years. The Confederation’s Articles dated from 2010 and are due to be generally reviewed. The Confederation engaged specialist charity lawyers Bates Wells to advise on the new Articles, who suggested a new set of Articles that includes the most up to date legal position. Other than the changes mentioned above, while the Articles may look different, in substance the provisions are very similar.