agenda - swft.nhs.uk

Meeting of the Charity Trustee to be held on Wednesday 11 March 2015 at 11.00am in the Brooke Suite, Warwick Hospital

AGENDA

1. Apologies for Absence – Glen Burley

2. Declarations of Interest

3. Minutes of the Meeting held on 11 December 2014

Enclosure A

4. Matters Arising 4.1 Progress Monitoring Report

Enclosure B

5. Items For Approval 5.1 Request for Expenditure – Bladder Scanners

Enclosure C

6. Standing Items 6.1 Funds Opened and Closed 6.2 Report on Fund Balances 6.3 Fundraising Update

Enclosure D Enclosure E Enclosure F

Liz Challen Liz Challen Ali Gray

7. NHS Charities to Independent Status

Enclosure G Nicky Lloyd

8. Register of Interests

Enclosure H Meg Lambert

9. Allocation of Administrative Costs and Interest

Enclosure I Nicky Lloyd

10. Any Other Business

11. Date and Time of the Next Meeting The next meeting will be held on Wednesday 10 June 2015 at 11am in the Brooke Suite, Warwick Hospital.

Enclosure A

SOUTH WARWICKSHIRE NHS FOUNDATION TRUST

Minutes of the Charity Trustee Meeting Held on Thursday 11 December at 11:00am in the Brooke Suite, Warwick Hospital

Present:

Graham Murrell (GM) Chairman Charles Ashton (CA) Medical Director Jayne Blacklay (JB) Director of Development Tony Boorman (TB) Non-Executive Director Glen Burley (GB) Chief Executive Alan Harrison (AH) Non-Executive Director Rosemary Hyde (RH) Non-Executive Director Nicky Lloyd (NL) Director of Finance Bruce Paxton (BP) Non-Executive Director

In attendance:

Liz Challen (LC) Charitable Funds Officer Ali Gray (AG) Fundraising Manager Meg Lambert (ML) Trust Secretary Tracey Stuart (TS) Senior Finance Manager Sarah Collett Acting Committee Administrator

MINUTE ACTION 14.038 APOLOGIES FOR ABSENCE

Apologies were received from Non-Executive Directors (NEDs), Angela Brady and Mandeep Mudhar, and the Director of Operations.

14.039 DECLARATIONS OF INTEREST No declarations of interest were made.

14.040 MINUTES OF THE MEETING HELD ON 8 OCTOBER 2014 Resolved – that the Minutes of the meeting held on 8 October 2014 be confirmed as an accurate record of the meeting and signed by the Chairman.

14.041 14.041.01

MATTERS ARISING Funds Opened and Closed (Minute 14.027 refers) The Director of Finance explained that the Senior Finance Manager and Charitable Funds Officer had been in communication with the Charity Commission and the Department of Health (DH) with regards to the transfer of Mental Health funds to University Hospitals Coventry and Warwickshire NHS Trust (UHCW). As a consequence, the Director of Finance had a conference call scheduled the following week with the DH to discuss in more detail. The Director of Finance hoped to resolve this matter by the end of the financial year. The Chief Executive noted that he had received a letter from the Chief Executive of UHCW suggesting that one charity be formed from NHS and

SOUTH WARWICKSHIRE NHS FOUNDATION TRUST Minutes of the Charity Trustee Meeting Held on Thursday 11 December 2014

Page 2 of 4

MINUTE ACTION local healthcare charities which could serve the patients of all NHS organisations in Coventry and Warwickshire. This was a consequence of the Government introducing a change which enabled NHS charities to become independent. The Chief Executive provided assurance that this proposal would not be pursued by the Trust. Resolved – that the Director of Finance continues to progress the transfer of Mental Health funds to UHCW.

NL

14.041.02 Final Accounts 2013/14 The Fundraising Manager provided assurance that the covering letters to any potential donors to the Stratford Appeal clearly explained that the Charity Trustee was an umbrella fund. Resolved – that the position be noted.

14.042

FUNDS OPENED AND CLOSED The Charitable Funds Officer presented this report and explained that the balances of the closed Bramcote funds had been transferred into the newly created Integrated Care General Purposes Fund. This fund also included the consolidation of other general donations to Integrated Care. It was proposed that the transfer of fund 'Leisure Brooklands' be consolidated with fund 'Sensory Brooklands' due to the small balances and to ease the management of the two funds. Resolved – that the opening, closure and consolidation of funds be approved and ratified.

14.043

REPORT ON FUND BALANCES The Charitable Funds Officer presented this report which outlined the fund balances as at 31 October 2014. The Charity Trustee noted the positive activity in spending of funds. Resolved – that the Report on Fund Balances, as at 31 October 2014, be received and noted.

14.044

FUNDRAISING UPDATE The Fundraising Manager presented this report and highlighted the key points. Of particular note was that planning permission for the new Stratford Hospital was granted on 22 October 2014 which had, had a huge impact on fundraising. The Appeals Committee continued to grow and included new volunteers with a corporate background. Marketing for corporate giving had been designed and distributed together with a covering letter to over 200 companies in the Stratford area. Also the Princess Royal would be opening the Central England Rehabilitation Unit (CERU) at Leamington Hospital on 28 January 2015. This provided an opportunity to re-launch the Leamington Hospital appeal.


Page 3 of 4

MINUTE ACTION The following key points were noted during discussion:

(a) further donation opportunities were considered which included fundraising through the Royal Shakespeare Company (RSC) and payroll giving. The Fundraising Manager explained that payroll giving had been included in the corporate marketing material. The RSC was currently doing their own fundraising campaign, however the Trust had organised the Holly and the Ivy event at the RSC on 14 December 2014. The Trust would receive 75% of the ticket sales and the remaining funds would be split across two other charities. The Trust would also be selling raffle tickets;

(b) it was proposed that the target for the Leamington Hospital appeal be removed as there was an opportunity for the appeal to continue as a rolling fundraising project;

(c) the Stratford Hospital working group was scheduled to consider future fundraising events at its meeting in January 2015. The Fundraising Manager agreed to forward the dates to the Charity Trustee, once they were confirmed, and

(d) the Fundraising Manager agreed to circulate a copy of all marketing material to the Charity Trustee members.

Resolved – that

(A) the Fundraising Update report be received and noted; (B) the Fundraising Manager ensure the Charity Trustee

members be provided with the dates of future fundraising events, and

(C) the Fundraising Manager to circulate a copy of all marketing material to the Charity Trustee members.

AG AG AG AG

14.045 ALLOCATION OF ADMINISTRATIVE COSTS AND INTEREST The Director of Finance explained that a review of the administrative costs for the Trust's Charity was being undertaken. There was currently a flat rate charge of £25,000 but this needed to be reviewed to ensure the costs incurred were reflected in the Charity's accounts. The Director of Finance would submit a proposal to the next meeting for consideration. Resolved – that the Director of Finance submit a proposal on the allocation of administrative costs and interest to the next meeting.

NL

14.046 CHARITY TRUSTEE – REGISTER OF INTERESTS The Trust Secretary explained that the declarations of interest forms had been circulated to Charity Trustee members the previous day which needed to be completed and returned to the Trust Secretary. A register of interests for the Charity Trustee would then be submitted to the next meeting. Resolved – that

(A) the Charity Trustee Members complete the declarations of

ALL


Page 4 of 4

MINUTE ACTION interest forms and return to the Trust Secretary, and

(B) the Trust Secretary submit the Charity Trustee Register of Interests to the next meeting.

ML

14.047 14.047.01

ANY OTHER BUSINESS NHS Charities to Independent Status Non-Executive Director (RH) explained that Internal Audit had submitted their Progress Report to the Audit Committee meeting held the previous day. This included useful information relating to converting NHS charities to independent status which had been prepared by the Association of NHS Charities. The Senior Finance Manager explained that Internal Audit had advised that the fund balance of the Charitable Trust Accounts were not significant enough to be consolidated. However it was felt that there needed to be clarification on the material threshold. The Director of Finance explained that she would be submitting a report to the next meeting of the Charity Trustee relating to this matter. Resolved – that the Director of Finance submit a report on converting NHS charities to independent status to the next meeting of the Charity Trustee.

NL

14.048 DATE AND TIME OF NEXT MEETING The next meeting to be held on Wednesday 11 March 2015 at 11am in the Brooke Suite, Warwick Hospital.

Signed ______________________________ (Chair) Date ___________________

Enclosure B


PROGRESS MONITORING REPORT: CHARITY TRUSTEE – 11 MARCH 2015

AGENDA ITEM ACTION LEAD COMMENT ACTIONS COMPLETE 14.044 Fundraising Update

The Fundraising Manager to ensure the Charity Trustee members be provided with the dates of future fundraising events. The Fundraising Manager to circulate a copy of all marketing material to the Charity Trustee members.

AG AG

Action complete Latest corporation information has been recirculated

14.045 Allocation of Administrative Costs and Interest The Director of Finance to submit a proposal on the allocation of administrative costs and interest to the next meeting.

NL

On agenda

14.046 Register of Interests The Trust Secretary to submit the Charity Trustee Register of Interests to the next meeting.

ML

On agenda

14.047 NHS Charities to Independent Status The Director of Finance to submit a report on converting NHS charities to independent status to the next meeting of the Charity Trustee.

NL

On agenda

ACTIONS IN PROGRESS 14.041.01 Funds Opened and Closed

The Director of Finance to continue to progress the transfer of Mental Health funds to UHCW.

NL Discussions are still on-going with DH


Meeting Charity Trustee

Date 11 March 2015

Subject Request for Expenditure – Bladder Scanners

Enclosure

C

Nature of item For information

For approval For decision

Decision required (if any)

A request has been submitted to purchase 3 Verathon bladder scanners to be available for inpatients at CERU, Ellen Badger, Stratford and Warwick. The Charity Trustee is asked to approve the proposal to use £19.287 to purchase these scanners.

General Information

Report Author Fiona Langworthy, Head of Business Development

Lead Director Jayne Blacklay, Director of Development

Received or approved by

Meeting Date

Resource Implications

Revenue Capital Workforce Use of Estate Funding Source

Applicable Quality Improvement Priorities

Agency Nursing Booking Processes Patient Meals User Engagement End of Life Care 7 Day Services Single Point of Access Clinical Time

Freedom of Information

Confidential (Y/N) (if yes, give reasons)

No

Final/draft format

Final

Ownership

Charity Trustee

Intended for release to the public

No

1

TRUST FUNDS - PROFORMA REQUEST For items over £15,000

1. Name of Fund and Number:

A&E (716310) Victoria (704103) CERU (763050)

Feldon/Stroke Unit (763130)

Amount to be withdrawn: £6429 x3 =£19,287

2. Reasons and details of item to be purchased

Increasing the number of bladder scanners (Verathon) available for inpatients at the following sites:

CERU, Ellen Badger, Stratford & Warwick

Currently, the Trust has 6 mobile bladder scanners with one currently out of action and being repaired. The bladder scanners are shared across the Trust, but largely based in the following areas:

• Nicholas Ward • Guy Ward (currently broken) • 24/7 (Intensive Care Unit) • Hatton Ward & 23 hour Ward • Swan Ward • Squire Ward, Malins Ward & Charlecote Ward

The bladder scanners are not always readily available and in certain cases, nurses’ time is unnecessarily taken away from patients because of the difficulty in finding an available bladder scanner. The overall time taken for an outreach nurse to pick up a scanner from its base, take it to the ward requesting the scan, scan a patient, decontaminate the equipment and return it to its base is often inefficient. Equally, a ward nurse can waste time by first needing to locate a scanner on another ward, requesting use of it, then collecting the scanner, returning to their ward, scanning their patient, decontaminating the scanner and returning it.

2

In addition, moving equipment from one area to another potentially could increase the risk of cross infection and damage. Where scanners are being frequently lent out there is an increased incidence of damage resulting in the scanner being sent away for repair, therefore leaving the ward and those that share it without that resource. In some instances where the ward has received the scanner through a charity such as League of friends there can be a reluctance to lend it out. For those requiring the use of a scanner in accident and emergency (A&E), there is the potential for increased trolley waits, delayed discharge and unnecessary catheterisation, as they too have to request the loan of a scanner. The purchase of 7 additional bladder scanners will improve the patient experience by enabling staff to undertake timely bladder scans, thus assisting in the accurate identification of residual urine to facilitate a safe appropriate treatment plan. The Verathon bladder scanners are more expensive, however, the scanners are already in use across the Trust; by standardising bladder scanners it reduces the risk of inconsistency in the use and application of them.

3. Why is this item being purchased through Charitable Funds?

As the Trust already has a number of bladder scanners, the additional bladder scanners are not essential pieces of equipment, however, they will enhance the overall patient experience as described above and are therefore considered an appropriate funding request from Charitable Trust Funds. 4 bladder scanners have been kindly funded from the League of Friends at Warwick, Stratford & Ellen Badger: Warwick x2, Stratford x1 & Ellen Badger x1. The funding request is for the remaining 3 bladder scanners to be funded from the following Charitable Trust Funds:

• A&E (716310)

• Victoria (704103)

• CERU (763050)

• Feldon/ Stroke Unit (763130)

Signature: Fiona Langworthy……………… Date:………………………….. Approved by:……………………………………………… Date………………………....... Charity Trustee Meeting Held: 11 March 2015 When sections 1,2 and 3 have been completed, please return to Liz Challen, in Finance



Date 11 March 2015

Subject Funds Opened and Closed

Enclosure

D




The Charity Trustee is asked to approve the closure and consolidation of funds, as indicated in the report.

General Information

Report Author Liz Challen, Charitable Funds Officer Lead Director Nicky Lloyd, Director of Finance


Meeting Date







No

Final/draft format

Final

Ownership

Charity Trustee


No

2

South Warwickshire NHS Foundation Trust

Report to Charity Trustee – 11 March 2015

Funds Opened and Closed

1. Introduction This paper sets out a summary of the changes proposed for the period from 1 December 2014 to 31 January 2015 inclusive. 2. Funds Opened / Closed It is recommended that the following funds be closed: Close fund (777250) Physiotherapy – nil balance. There is a duplicate fund 755323 – Physiotherapy. Close fund (716316) Wound Study Fund – £8 balance. Balance to transfer to (702301) Warwick General purpose Fund. 3. Mental Health – Closure and Transfer It is recommended that the following funds be closed/transferred: CLOSED- (764000) Learning Disabilities Patient General – balance £601.71 transferred to (772301), Brooklands General Purpose. CLOSED- (777601) Admirals Court Playscheme Rugby – balance £660.98 transferred to (774205), Ashby House Mental Health. CLOSED- (777391) Severe Ltd -Rugby – balance £284.37, transferred to (774205), Ashby House Mental Health. These three funds were all associated with the closed Admiral’s Court Unit .The function of this unit, to provide care and treatment for patients with learning disabilities, has now transferred to Ashby House and Brooklands. 4. Recommendation The Charity Trustee is asked to note and approve the opening, closure and consolidation of the funds, as above. Liz Challen Charitable Funds Officer



Date 11 March 2015

Subject Report on Fund Balances as at 31 January 2015

Enclosure

E




To receive and note the report on fund balances, as at 31 January 2015

General Information

Report Author Liz Challen, Charitable Funds Officer Lead Director Nicky Lloyd, Director of Finance


Meeting Date







No

Final/draft format

Final

Ownership

Charity Trustee


No

2



Fund Balances as at 31 January 2015

Executive Summary 1. This report sets out the financial position of the charity as at 31 January 2015. 2. Attached at Appendix A is the Schedule of fund balances as at 31 January 2015. 3. At the 31 January 2015, the funds totalled £975,095, as shown below:

Total SWFT Non SWFT £’000 £’000 £’000 Restricted 180 125 55 Endowment 5 5 0 Unrestricted 790 709 81 975 839 136

4. The following table summarises the quarterly Income and Expenditure between 1 April

2012 and 31 January 2015.

Expenditure £’000 Income £’000 Quarter 1 2012/13 (April to June) 23 43 Quarter 2 2012/13 (July to September) 104 31 Quarter 3 2012/13 (October to December) 75 80 Quarter 4 2012/13 ( January to March) 87 251 Total for 2012/13 289 405 Quarter 1 2013/14 (April to June) 138 111 Quarter 2 2013/14 (July to September) 200 71 Quarter 3 2013/14 (October to December) 145 63 Quarter 4 2013/14 (January to March) 234 83 Total for 2013/14 717 328 Quarter 1 2014/15 (April to June) 66 49 Quarter 2 2014/15 (July to September) 33 119 Quarter 3 2014/15 (October to December) 74 96 January 2015 49 35 Year to date 31 January 2014/15 222 299

5. Below is a graph showing the movement in closing balances from March 2009 through

to the end of January 2015.

3

6. In February 2015, we received a legacy of £115,832, from the late Mr Robert John Jordan, for fund 702301- Warwick Hospital General Purpose. We had been informed of this legacy earlier in the year but not of the amount.

7. We issued spending plan forms for 2015/16 at the end of February. The return date

for these forms was by the end of February. From the 189 funds which were issued to fund managers, 10 have been returned to date. We have sent chasing emails to divisional managers and finance divisional managers.

8. The Charity Trustee is asked to note this report Liz Challen Charitable Funds Officer

South Warwickshire NHS Foundation Trust Charitable Fund 2014/15

SWFT Charitable Trust 2014/15

Charitable Funds Balance as at 31/01/15

Charitable Fund Name Directorate Fund ManagerOpening Balance at 01/04/14 Income Expenditure

Available Balance at 31/01/15 Activity

£ £ £ £

702301 Wark General Purposes Corporate Glen Burley 19,383 5,020 (33,129) (8,726) Activity703210 Stratford Hospital Appeal Corporate Jayne Blacklay 820 83,642 (330) 84,133 Activity703211 Stratford Hosp Appeal-Cancer Corporate Jayne Blacklay 5,000 1,771 6,771 Activity703212 Stratford Hosp Appeal-Eyes Corporate Jayne Blacklay 460 460 Activity704555 Renal Unit Trust Fund Corporate Dr Rob Higgins 256 256707200 General Nurses Fund Corporate Helen Lancaster 192 398 (17) 572 Activity707205 J Caseby Legacy Corporate Helen Lancaster 70,041 (3,200) 66,841 Activity707850 The Woods Award Corporate Helen Lancaster 5,000 5,000707950 The Woods Award Corporate Helen Lancaster 1,656 (1,221) 435 Activity716316 Wound Study Fund Corporate Ann Wise 8 8 Propose to close March 2015

Report Division Total 102,356 91,290 (37,896) 155,750

702810 Chapel Services Fund Support Services Claire Hinds 1,234 330 (236) 1,328 Activity703201 Stfd Staff General Support Services Domenica Dunne 205 2,488 2,693 Activity703301 Stfd General Purposes Support Services Domenica Dunne 236 236711002 Pathology Services Support Services Dr A Borg 2,615 (76) 2,539737128 Out Patients Support Services Domenica Dunne 19,962 9,103 (14,558) 14,507 Activity737212 Stratford Outpatients Support Services Domenica Dunne 371 (11) 360737228 Out Patients Nurses Support Services Domenica Dunne 61 61755121 Occupational Therapy Support Services Denise Cross 208 208755322 Physiotherapy Staff Support Services Michelle Greening 182 182755323 Physiotherapy Support Services Michelle Greening 703 1,441 (83) 2,061 Activity755349 Dieticians Support Services Anne Davidson 1,995 21 128 2,145 Activity763100 Rlsrh Young Occ Therapy Support Services Denise Cross 2,133 (62) 2,071773701 Wheelchair Srvs - Community Support Services Denise Cross/ Julie Burden 237 237776102 Chiropody - Trust Support Services Belinda Stockton 97 97777250 Physiothereapy Support Services Michelle Greening 798 121 (919) 0 Activity Propose to close March 2015777361 Dietetic Nutrition Supt.-Rugby Support Services Anne Davidson 489 (14) 475


704101 Aylesford Unit Patients Elective Care Stephanie Connell 57,550 42,859 (21,239) 79,170 Activity704102 Suppt. Grp Cancer Patients Elective Care Shirley Griffin 2,635 120 (1,107) 1,648 Activity704126 Endoscopy Unit Elective Care Loraine Mahachi 1,205 1,300 (315) 2,190 Activity704201 Aylesford Unit Staff Elective Care Stephanie Connell 1,740 841 (75) 2,507 Activity704306 Dr. Hawker -Infl Bowel Disease Elective Care Dr. Hawker 182 182704318 Dermatology Fund Elective Care Dr Bruce Gee 2,342 (296) 2,046 Activity704335 Dr. Hawker: Train.& Education Elective Care Dr. Hawker 2,741 (79) 2,661






£ £ £ £704337 Palliv.Care / Macmillan Nurses Elective Care Stephanie Connell 60 60711001 Haematology Elective Care Dr Borg/Fiona Grandison 76,052 3,170 (6,226) 72,996 Activity716112 Urology Unit Elective Care Mr. Strachan 2,492 (291) 2,202 Activity716114 Orthopaedic Surgery Fund Elective Care Amanda Callow 247 825 (400) 672 Activity716117 Guy Ward Patients Elective Care Tamara Harries 2,450 (71) 2,379716118 Willoughby Ward Staff Elective Care Rebecca Bennett-Ford 2,274 (284) 1,990 Activity716119 Beaumont Ward Patients New Elective Care Sarah Kirwan 2,140 20 (62) 2,098 Activity716217 Guy Ward Staff Charitable Fund Elective Care Tamara Harries 125 125716219 Beaumont Ward Staff New Elective Care Sarah Kirwan 663 90 (21) 732 Activity716220 S Warks Accel. Trsf.Team Swatt Elective Care Yvonne Gibson 268 268716222 Willoughby Ward Patients Elective Care Rebecca Bennett-Ford 655 4,505 (389) 4,770 Activity716233 Stoma Care Elective Care Denise Humphrey 1,978 1,440 (651) 2,767 Activity716234 Mr. Murphy - Research Elective Care Mr. Murphy 1,477 100 (46) 1,531 Activity716304 Machen Eye Unit Amenities Elective Care Linda Collins 3,028 1,025 (215) 3,839 Activity716317 Breast Care Elective Care Deborah Enser 32,811 7,951 (7,486) 33,276 Activity716350 Colorectal Trust Fund Elective Care Avril Enston 414 1,000 (288) 1,126 Activity724113 I.T.U. Patients & Equipment Elective Care Marian Penny 4,815 1,555 (184) 6,186 Activity724224 I.T.U. Staff Elective Care Marian Penny 2,785 150 (1,260) 1,675 Activity725135 Day Surgery Centre Elective Care Jane Laird 171 (5) 166725230 Theatre Nurses Fund Elective Care Anne Cunningham 265 265725231 Anaesthetic Fund Elective Care Emert White 72 72725235 Day Surgery Nurses Elective Care Jane Laird 158 158725242 Theatre Education Fund Elective Care Anne Cunningham 650 (185) 465 Activity725255 Short Stay Surgical Unit Elective Care Brendan Duffy 1,240 (36) 1,205725260 Short Stay Surgical Unit Staff Elective Care Brendan Duffy 585 700 (423) 862 Activity735317 E.N.T. Education Elective Care Mr. David Phillips 2,320 (67) 2,253763000 Rlsrh Patients General Elective Care S Bleasdale / S Green 245 245 Activity763010 Rlsrh Staff General Elective Care S Bleasdale / S Green 1,223 100 (622) 701 Activity763030 Rlsrh Training & Education Elective Care Sue Bleasdale 8,840 100 (1,490) 7,449 Activity763050 Leam Neurological Rehab Appeal Elective Care Sue Bleasdale 46,723 44,086 (24,519) 66,291 Activity


703305 Minor Injuries - Stratfd Hosp Emergency Karen Mitchell 176 0 0 176704105 Squire Ward Patients Emergency Ellie Ward 936 485 (193) 1,228 Activity704124 Castle Ward - Patients Emergency Angela Raynor 7,997 606 (2,966) 5,638 Activity704125 Mary Ward Patients Emergency Karen Thomson 1,999 1,227 (416) 2,810 Activity704127 Isolation Ward Patients Emergency Donna Gamblin 1,103 84 (34) 1,153 Activity704135 Nicholas Ward Patients Emergency Emily Prentice 2,290 (66) 2,224704137 Charlecote Ward Patients Emergency Hannah Harris 659 6,404 (267) 6,796 Activity704205 Squire Ward Staff Emergency Ellie Ward 945 603 (113) 1,435 Activity704215 Farries Ward Patients Emergency Jenifer Willison 5,072 944 (1,966) 4,050 Activity704218 Cardiology Unit Staff Emergency Katherine Warwick 1,174 1,052 (856) 1,371 Activity704220 Farries Ward Staff Emergency Jenifer Willison 2,411 (713) 1,698 Activity






£ £ £ £704225 Mary Ward Staff Emergency Karen Thomson 2,116 683 (81) 2,718 Activity704226 Castle Ward Nurses Emergency Angela Raynor 1,546 150 (172) 1,523 Activity704227 Isolation (Avon) Ward Nurses Emergency Donna Gamblin 420 700 (32) 1,088 Activity704228 Charlecote Ward Staff Fund Emergency Hannah Harris 825 1,000 (514) 1,311 Activity704232 Nicholas Ward Staff Emergency Emily Prentice 63 63704300 Cardiology Unit Patients Emergency Katherine Warwick 17,113 1,549 (539) 18,123 Activity704304 Train.&Ed Chest/Whittaker Ward Emergency Karen Thomson 4,711 (1,046) 3,665 Activity704340 Cardiac Rehabilitation Emergency Katherine Warwick 4,846 (140) 4,706704345 Cardiac Development Emergency Dr. Qureshi 30,756 (1,034) 29,722 Activity704361 Admissions Unit(Mau) Fund Emergency Sharon Hansen 606 883 (310) 1,178 Activity710343 Radiology Education Fund Emergency Karen Wentworth 1,358 (331) 1,027 Activity716208 A& E Dept. Staff Emergency Karen Mitchell 365 10 (11) 364 Activity716310 Accident & Emergency General Emergency Karen Mitchell 26,648 450 (7,939) 19,159 Activity739102 Macgregor Ward Patients Emergency Maggie Ward 1,259 4,926 (851) 5,334 Activity739123 Macgregor Ward Tee Shirts Emergency Maggie Ward 167 167739131 Paediatric Diabetes/Asthmacare Emergency Denise Main 3,356 (309) 3,047 Activity739218 Macgregor Ward Staff Emergency Maggie Ward 214 214741001 Obstetric Fund Emergency Wendy Jones 1,445 50 (43) 1,452 Activity741008 Loss In Childbirth Emergency Wendy Jones 3,494 2,487 (1,075) 4,906 Activity741010 Special Care Baby Unit Emergency Esther Boyle 10,151 18,791 (1,984) 26,959 Activity741012 Scbu Transpt. Costs Parents Emergency Mrs Janet Bonser 770 (22) 748741015 Swan And Labour Ward Emergency Wendy Jones 215 3,578 (96) 3,698 Activity741020 The Birth Environment Fund Emergency Wendy Jones 1,128 (33) 1,096743016 Oken Ward Patients New Emergency Helen Paolozzi 505 1,050 (45) 1,510 Activity743206 Oken Ward Staff New Emergency Helen Paolozzi 168 168743220 Gynaey Oncology Patnts Serv. Emergency Liza Newton 618 (97) 522 Activity


703106 Nicol Ward Patients Integrated Care Chris Howell 1,050 1,304 (1,343) 1,010 Activity703205 Nicol Ward Staff Integrated Care Chris Howell 502 (419) 83 Activity704103 Victoria Ward Patients Integrated Care Lynn Beckett 4,183 11,876 (6,658) 9,402 Activity704212 Victoria Ward Staff Integrated Care Lynn Beckett 170 50 220 Activity704315 Genito/Urinary Unit Integrated Care Dr. Natin 749 30 (22) 756 Activity704320 Warwick Hospital Rheumatology Integrated Care Dr. Marguerie 40,900 (1,181) 39,719704336 Diabetic Care Integrated Care Emily Dilley Wendy Shepherd 2,051 (683) 1,368 Activity704360 Warwick Hosp Acute Stroke Unit Integrated Care Sarah Mountford 2,692 155 (219) 2,628 Activity704560 Active Ageing Fund Integrated Care Wendi Shepherd 1,538 (44) 1,494762000 Ellen Badger Patients General Integrated Care Lucy Bell/Gaye Calleja 30,683 872 (8,498) 23,056 Activity762010 Ellen Badger Day Unit Patients Integrated Care Gayle Calleja/Lucy Bell 15,658 950 (2,257) 14,351 Activity762020 Ellen Badger Staff General Integrated Care Gayle Calleja/Lucy Bell 6,196 280 (1,656) 4,820 Activity763110 Rlsrh New Horizons Volunt Fund Integrated Care Sallie Green 708 1,309 (1,372) 645 Activity763120 Rlsrh Jessie Dickens Legacy Integrated Care Sallie Green 374 374763130 Rlsrh Stroke Unit Appeal Fund Integrated Care Chris Powell 4,383 1,124 (1,381) 4,125 Activity






£ £ £ £763151 Rlsrh Intermediatecare Service Integrated Care Sandra Milbourne 219 219765080 Alcester General Purpose Fund Integrated Care Jennifer Mclaren 2,263 (65) 2,197766015 Stratford District Nurses Integrated Care Jennifer Mclaren 283 (100) 183 Activity766055 Comm Nurses Shipston/Wells. Integrated Care Jennifer Mclaren 1,378 50 (435) 993 Activity766080 Community Speech Therapy Integrated Care Sue Jones 1,873 (54) 1,819766095 Health Visitors Southam Clinic Integrated Care Lynn Hitch 1,644 (47) 1,596766100 Dist Nurses Hollywalk Whitnash Integrated Care Sandra Millbourne 18 18766110 District Nurses Warwick Integrated Care Sandra Millbourne 107 107766130 Community Nurses Kenilworth Integrated Care Sandra Millbourne 498 (14) 484766145 Commun. Parkinson Nurse Spec. Integrated Care Sandra Millbourne/Deb Martin 869 (467) 402 Activity766320 Parenting Support Project Integrated Care Lynn Hitch 669 (19) 649766330 Health Visitors Warwick Sda Integrated Care Linda Watson 244 244766340 Lapworth District Nurses Integrated Care Sandra Milbourne 466 150 (18) 598 Activity766360 Child Development Centre Integrated Care Linda Watson 4,477 (307) 4,170 Activity771401 Integrated Care General Purp Integrated Care Anne Coyle 23,909 (1,503) 22,406 Activity New Dec 14, consolidated Bramcote Funds773101 Palliative Care - Community Integrated Care Heather Goding 19,407 4,320 (690) 23,037 Activity New Name773401 Community Nursing -Community Integrated Care Wendy Hampshire/ Anne Coyle 1,650 505 (2,155) 0 Activity773405 Atherston Dist.Nurses-Commun. Integrated Care Debbie Martin 3,770 (109) 3,661773502 Toy Libraries - Community Integrated Care Lynn Hitch 445 (13) 433773800 Sth Warks Pallitive Care-Commu Integrated Care Heather Goding 4,257 (4,257) 0 Closed Sept 2014777050 Medicine Man Trng - Rugby Integrated Care Dineke Ten Hove 172 172777195 Mother & Baby Unit - Rugby Integrated Care Linda Watson 436 (13) 423777200 Nurses - Rugby Integrated Care Dineke Ten Hove 231 231777336 Child Bereavement - Rugby Integrated Care Anne Sims / Jane Williams 1,301 (38) 1,264777363 Incontinence Advisor - Rugby Integrated Care Dineke Ten Hove 26 26777375 Home Loans - Rugby Integrated Care Dineke Ten Hove 61 61777377 Innovations Nurse Pract-Rugby Integrated Care Dineke Ten Hove 14 14777378 Palliative Care - Rugby Integrated Care Heather Goding 2,585 (2,585) 0 Closed Sept 2014777380 Medical Equip - Rugby Integrated Care Dineke Ten Hove 222 222777395 Paediatric Nursing Integrated Care Anne Sims/Jane Williams 2,259 500 (80) 2,679 Activity777397 Rugby Dist Nursing -Rugby Integrated Care Deneke Ten Hove/ Carolyn Watts 7,615 1,460 (978) 8,097 Activity777398 School Nurses Integrated Care Lynn Hitch 573 (17) 556


766070 Community Dental George Eliot Hospital Viv Edwards Tina Smith 426 (295) 131 Activity773301 Dental Health - Community George Eliot Hospital Viv Edwards Tina Smith 2,761 (137) 2,624 Activity

Report Division Total 3,187 0 (432) 2,755

764000 Learng. Disabilites Patnts Gen Mental Health Sukhjit Kaur 602 (602) 0 Propose to close March 2015767050 Orchard House Mental Health Jane Brooks 244 244767110 Hazelwood Mental Health Simon Rose 115 115






£ £ £ £767120 Rosewood Terrace Mental Health Dawne Mcsorley 33 33767130 Stratford Resource Centre Mental Health Lynne O'Neil 228 228767150 Wark.Home Treat/Cris.Intev.Tm Mental Health Phelim Connaughton 1,337 (332) 1,005 Activity767200 Woodloes House Patients Mental Health Chris Fawson 512 (136) 376 Activity767280 Psychology General Purposes Mental Health Dan Barnard 4,330 (178) 4,152 Activity767285 Stratford Dementia Team Mental Health Sean Wesson 17,020 (577) 16,444 Activity767290 Aspen Centre Mental Health Jo Rigney 1,703 19 1,722 Activity767500 Learning Resource Centres Mental Health Wendy Townsend 69 69767550 Early Intervention Mental Health Eve Heaton 221 221768080 St Michaels Occupat. Therapy Mental Health Janet Kenworthy-Harvey 115 (107) 8 Activity768090 St Michaels Physiotherapy Mental Health Janet Kenworthy-Harvey 586 15 (280) 321 Activity768350 St Michaels Recreational Mental Health Janet Kenworthy-Harvey 11,304 8,213 (8,997) 10,520 Activity768360 St Michaels Sports Rehab Group Mental Health Janet Kenworthy-Harvey 1,931 (56) 1,875768400 Chaplaincy - St Michaels Hosp. Mental Health Reverend Simon Moult 1,412 (41) 1,372772102 Leisure - Brooklands Mental Health Christine Warburton 2,219 (2,219) 0 Activity Closed Dec 2014772105 Sensory - Brooklands Mental Health Christine Warburton 17,510 (2,277) (14,865) 368 Activity772301 Brooklands General Purpose Mental Health Christine Warburton 9,346 13,587 22,933 Activity774101 Mirah Day Hospital-Mental Heal Mental Health Terry Twomey 416 (12) 404774102 Stanley/Pembleton-Mental Healt Mental Health Janet Kenworthy-Harvey 2,597 (75) 2,522774103 Atherstone& Coleshill Mht Mental Health Janet Kenworthy-Harvey 254 254774104 Bedworth Cmht - Mental Health Mental Health Janet Kenworthy-Harvey 299 299774105 Community Mht Elderly-Men.Hlth Mental Health Janet Kenworthy-Harvey 274 274774106 Peripatetic Day Hosp- Men.Hlth Mental Health Janet Kenworthy-Harvey 178 178774109 North Warks Cmt - Mental Healt Mental Health Janet Kenworthy-Harvey 2,356 (68) 2,288774110 Adult Ment.Health Daycare&Reha Mental Health Janet Kenworthy-Harvey 1,456 (42) 1,414774201 Gramer House - Mental Health Mental Health Mary Taylor/ Many Whateley 13,182 3,049 (1,746) 14,485 Activity775103 71 Ludlow Rd - Lea Castle Mental Health #EMPTY 866 (866) 0 Closed Sept 2014775104 7 Baxterave - Lea Castle Mental Health #EMPTY 41 (41) 0 Closed Sept 2014775105 Austcliffe - Lea Castle Mental Health #EMPTY 1,953 (1,953) 0 Closed Sept 2014775107 7&8 The Crescent - Lea Castle Mental Health #EMPTY 43 (43) 0 Closed Sept 2014775108 Bungalow 1& 2 - Lea Castle Mental Health #EMPTY 600 (600) 0 Closed Sept 2014775110 4 Woodlandgrove - Lea Castle Mental Health #EMPTY 20 (20) 0 Closed Sept 2014775111 Bungalows 7&8 - Lea Castle Mental Health #EMPTY 786 (786) 0 Closed Sept 2014775113 Bungalows 5&6 - Lea Castle Mental Health #EMPTY 2,090 (2,090) 0 Closed Sept 2014775118 Brunel Ward - Lea Castle Mental Health #EMPTY 26 (26) 0 Closed Sept 2014775122 Ash Therapy - Lea Castle Mental Health #EMPTY 261 (261) 0 Closed Sept 2014775125 Specialist Play Ctre -Lea Cast Mental Health #EMPTY 54 (54) 0 Closed Sept 2014775128 Communication Therapy- Lea Cas Mental Health #EMPTY 823 (823) 0 Closed Sept 2014775129 Training&Staff Benefit-Lea Cas Mental Health #EMPTY 1,402 (1,402) 0 Closed Sept 2014775204 Brindley St - Lea Castle Mental Health #EMPTY 355 (355) 0 Closed Sept 2014775205 Larkhill - Lea Castle Mental Health #EMPTY 63 (63) 0 Closed Sept 2014775211 Rivermeadwastalbots Hil Leac Mental Health #EMPTY 554 (554) 0 Closed Sept 2014775401 Barleyfields - Lea Castle Mental Health #EMPTY 2 (2) 0 Closed Sept 2014775402 Commu.Learnig Disability-Lea C Mental Health #EMPTY 894 (894) 0 Closed Sept 2014






£ £ £ £775403 Lea Castle General Mental Health #EMPTY 4,190 (4,190) 0 Closed Sept 2014775601 Residents Training&Rec-Lea C Mental Health #EMPTY 2,470 (2,470) 0 Closed Sept 2014776201 Music Thereapy - Trust Mental Health Davis Allcock / Gale Hart 576 (17) 559776202 Bedworth Day Services - Trust Mental Health Kim Norman 1,118 (32) 1,086776203 Recovery Team Nuneaton - Trust Mental Health Penny Greenaway 303 (9) 294776301 Speech Therapy Mh - Trust Mental Health Kate Richards 416 (12) 404776402 Toby- Trust Mental Health #EMPTY 1,974 (57) 1,917776403 Louise Peate - Trust Mental Health Dan Barnard 1,801 (52) 1,749776404 N Warks Alzheimer Cafe - Trust Mental Health Toni Ruck 6,238 (180) 6,058776601 Pat Monies Funeral - Trust Mental Health David Allcock/ Gale Hart 2,371 (68) 2,302777001 Rugby General- Rugby Mental Health #EMPTY 1,003 (29) 974777080 Research & Development - Rugby Mental Health #EMPTY 5,579 (161) 5,418777129 Linden - Rugby Mental Health Maria Doyle 130 130777171 Rugby M H Serv Older People Ru Mental Health Maria Doyle 798 (23) 775777391 Severe Ld Unit - Rugby Mental Health Suki Kaur 284 (284) 0 Propose to close March 2015777601 Admirals Crt Playscheme -Rugby Mental Health Christine Warburton 661 (661) 0 Propose to close March 2015774205 Ashby House - Mental Health Cov & warks Partnership Trust Chris Warburton/ Kim Norman 4,167 709 2,517 7,393 Activity776502 Holiday Clubs - Trust Cov & warks Partnership Trust Gale Hart 864 (25) 839776701 General Purposes Mh - Trust Cov & warks Partnership Trust Gale Hart 18,135 (2,015) 16,120 Activity776850 Road Safety Fund -Mh Trust Cov & warks Partnership Trust Gale Hart 2,678 (77) 2,601776901 General Staff Fund(Wha) -Trust Cov & warks Partnership Trust Gale Hart 1,405 (41) 1,364


C&W Mental G Eliot 163,030 9,709 (35,879) 136,861SWFT 734,657 289,622 (186,045) 838,234

GRAND TOTALS 897,687.63 299,331.19 221,923.72- 975,095.10

897,687.63 299,331.19 221,923.72- 1,197,018.82



Date 11 March 2015

Subject Fundraising Update Enclosure

F




The Charity Trustee is invited to note the report

General Information

Report Author Ali Gray, Fundraising Manager Lead Director Jayne Blacklay, Director of Development


Meeting Date







No

Final/draft format

Final

Ownership

Charity Trustee


No

1



Fundraising Update 1.0 Overview

For the period December to March 2015 the focus has remained on the Stratford Hospital Appeal and this report details some of the key activities to date. We are on target against our key milestones identified in the plan and continue to develop key relationships both within the community and with local corporate organisations. The report also includes an update on fundraising activity at Leamington Spa Hospital and Warwick Hospital.

2.0 Stratford Hospital

The income streams are now well established and the volunteers assigned to their specific areas are working well.

Community The working group for community meet monthly to discuss events and new enterprises which they are running. This is then reported to the Stratford Appeals Committee. Outside of this group the local community are self-fundraising, allowing the Trust’s resources to focus on generating other sources of fundraising income. The Trust has many online fundraising pages which have been set up by those taking up challenges in Spring/Summer 2015. Groups and organisations are requesting to hear more about the Appeal and are inviting the Trust to be speakers at events. Corporate Following a successful mail out to 200 companies in the area, subsequent meetings continue to take place. Businesses which have chosen the Appeal as their ‘Charity of The Year’ in 2015 include; DCS Group, Marks and Spencer, Showplace Ltd, Blink Medical, Touch FM, Clarke Willmott, Perfect Personnel, Simplify IT Solutions, Enable, Barclays, Handelsbanken, Salts Healthcare, Specsavers and Zeiss Opticians. A Masquerade Ball is planned for 26 September 2015 which is aimed at corporates. The event has yet to be launched and the Trust has received pledges for 7 tables from companies. Major Donors The Rigby Foundation Trust are donating £250,000 to the Appeal. A further £250,000 has been pledged with donations of £50,000 over the next 5 years. The Trust is working closely with the Chair of this income stream, David Tucker.

2

Grants and Trusts Five applications are being submitted each month to trusts. Stratford Town Trust have received their application for £100,000 and the Trust is presenting to their Board in March 2015.

Media and Press Our main media partners; The Stratford Herald, The Observer and Touch FM are actively following the project and Appeal progress. The Herald recently covered a sporting event, The Observer featured reaching the first £100,000 and Touch FM hosted The Pride of Stratford Awards, of which the Appeal was the benefiting charity and received £3,500.

3.0 Leamington Spa Hospital

The Trust is working hard to raise the profile of the Hospital and the active fundraising appeal alongside it. The visit in January 2015 by HRH The Princess Royal was an excellent opportunity to showcase how fundraising makes a difference. Some of our key fundraisers enjoyed talking about their involvement and how their fundraising donations have been spent. The most recent company to partner with the Appeal is Universal Business Team located opposite the Hospital. On Friday 6 March 2015 there was an official opening of the garden project at the Hospital. Local garden centres and businesses donated items for this project and were invited to take part in a celebration event to mark its opening.

4.0 Warwick Hospital

A fundraising ball is planned for May 2015 in aid of Warwick Hospital League of Friends. The Aylesford Unit and Macgregor Ward have received the highest donations in the last quarter.

A midwife from the Trust is raising money for the Maternity Unit and Special Care Baby Unit in memory of her baby who died hours after being born. There has been a lot of media attention about the fundraising cycle ride from Warwick Hospital to Salcombe which starts on 31 March 2015.

5.0 Donations

Stratford Appeal Target £1,000,000 Finance Total £91,909 (Total at 31.1.15/Month 10) Fundraising Total £110,000 (Total at 28.02.15)

3

Leamington Appeal Target £235,000 Finance Total £121,601 (Total at 31.1.15/Month 10)

6.0 The Focus

Stratford Hospital The focus continues to be securing large donations through companies, trusts and major donors. Leamington Hospital Engaging in the local community to gain a larger presence within Leamington’s corporate networking events is a focus. The Trust is utilising the visit to the Hospital from The Princess Royal.

Ali Gray Fundraising Manager



Date 11 March 2015

Subject NHS Charities to Independent Status

Enclosure

G




It is recommended to retain the current arrangement that is, remaining as an NHS charity with a corporate Charity Trustee. It is suggested that this is reviewed in 12 months’ time to ensure that this decision continues to be the most appropriate way forward for the Charity.

General Information

Report Author Nicky Lloyd, Director of Finance Lead Director Nicky Lloyd, Director of Finance


Meeting Date







No

Final/draft format

Final

Ownership

Charity Trustee


No

2


Report to Charity Trustee - 11 March 2015

NHS Charities to Independent Status

1. Executive Summary

The Association of NHS Charities, at the request of the Department of Health issued outline guidance in November 2014 to NHS Charities to assist them in understanding the issues and process relating to the possible transfer of an NHS Charity to a charity independent of the Department of Health and unaffected by the NHS Act 2006. The full guidance is attached here as an appendix.

There are currently around 263 NHS Charities, with a combined income of about £327 million and asset value of £2 billion, but with considerable disparity of size across the sector. All these NHS Charities are currently structured as charitable trusts, with their charitable purposes deriving from the National Health Service Act 2006. By far the majority have an NHS body (either an NHS Trust or Foundation Trust as corporate trustee), but 20 (including most of the largest) have separate trustees – 3 appointed as special trustees for a hospital, and 17 as trustees for an NHS Trust or trustees for an NHS Foundation Trust by the NHS Trust Development Authority on behalf of the Secretary of State.

The NHS Charity trustees will need to consider the principles of conversion to independent status, including its advantages and disadvantages

‘Conversion to independent status’ in this context involves: • the creation of a new charity suggested to be corporate in form – either a

company limited by guarantee (CLG) or a charitable incorporated organisation (CIO) - in relation to which the Secretary of State for Health / Department of Health has no formal powers;

• the transfer to the new Charity of all the whole undertaking of the NHS Charity, and

• the winding up of the NHS Charity.

Possible Advantages of Conversion: • If set up as either a CLG or a CIO, the new Charity’s contractual liability will be

limited. • NHS Charities are within the public procurement regime, the new Charity will not

be. • There will be no risk of consolidation of the new Charity’s accounts with either

the NHS body or the Department of Health (provided no NHS body has ‘control’ over the new Charity - e.g. power to appoint a majority of the Board).

• The new Charity can choose its own trustees and advisers (including auditors). • Where there is the prospect of NHS re-organisation affecting the related NHS

body, the new Charity will not be directly affected by the process (although it may subsequently wish to adjust its grant-making to reflect the change), whereas the NHS Charity would be caught up in it.

3

• The new Charity will be able to adopt wider charitable purposes (for new money) and to enter into more innovative fund-raising initiatives, collaborations and mergers.

• The new Charity will be able to demonstrate to donors and the Charity Commission its independence of decision-making (perhaps especially important where the NHS Charity at present has an NHS body as corporate trustee).

Possible Disadvantages of Conversion:

• The process of effecting the conversion will require some expenditure and application of staff resource and will be potentially disruptive during the transition.

• The new Charity will be an independent entity responsible for its own management and operations; this may give rise to additional administration and cost; accordingly, it may not be the right route for a small scale NHS Charity.

• The new Charity will have a new charity number (but may use the old NHS Charity’s name).

• The NHS body may fear loss of influence over ‘its’ NHS Charity (perhaps especially where the NHS body is currently its corporate trustee).

In this context, the NHS Charity trustees will need to assess how they see the NHS Charity’s future and analyse why it might be appropriate to convert or not.

Based on the above, there is no immediate imperative to convert from our existing arrangement.

2. Recommendation

It is recommended to retain the current arrangement that is, remaining as an NHS charity with a corporate Charity Trustee. It is suggested that this is reviewed in 12 months time to ensure that this decision continues to be the most appropriate way forward for the Charity.

Nicky Lloyd Director of Finance

November 2014

NHS Charities Conversion to independent status – outline guidance

2

Title: NHS Charities – Conversion to independent status – outline guidance

Author: Finance and NHS Directorate/ Accountability and Regulation/ 17560

Document Purpose: Guidance

Publication date: November 2014

Target audience: NHS Charities

Contact details: Accountability and Regulation Team, Room 207, Richmond House, Whitehall, London SW1A 2NS

You may re-use the text of this document (not including logos) free of charge in any format or medium, under the terms of the Open Government Licence. To view this licence, visit www.nationalarchives.gov.uk/doc/open-government-licence/

© Crown copyright Published to gov.uk, in PDF format only.

www.gov.uk/dh

http://www.nationalarchives.gov.uk/doc/open-government-licence/

http://www.gov.uk/dh

3

Contents Contents ..................................................................................................................................... 3

1. Introduction ......................................................................................................................... 1

2. Stage 1 – Investigation ....................................................................................................... 2

3. Stage 2 – Implementation ................................................................................................... 5

4. Stage 3 – Completion ....................................................................................................... 12

5. Conclusion ........................................................................................................................ 14

Appendix A - Contact details .................................................................................................. 15

Appendix B - NHS Charity conversion to independent status basic process flowchart .......... 16

Appendix C - If the NHS Charity has permanent endowment ................................................. 17

Appendix D - Overview of possible conversion sequences .................................................... 29

Appendix E - Comparison analysis.and constitutional form .................................................... 31

............................................................................................................................................... 32

Appendix F - Memorandum of understanding – possible items .............................................. 33

Appendix G - Financial management, reporting and control considerations........................... 35

Appendix H – Key activity chart (basic process) ..................................................................... 37

Appendix I Frequently Asked Questions................................................................................. 38

1. Introduction This guide has been prepared by the Association of NHS Charities at the request of the Department of Health. It is intended to be outline guidance for the trustees of NHS Charities to assist them in understanding the issues and process relating to the possible transfer of an NHS Charity to a charity independent of the Department of Health and unaffected by the National Health Service Act 2006 (referred to below as the ‘New Charity’).

Within the document are hyperlinks to other useful sources of information, with full references also given for those reading this guidance in hard copy. The background to this position is set out in the Department of Health’s paper Review of the regulation and governance of NHS Charities1, which is the Government response, issued in March 2014, to the consultation run in 2012/3, based on the Department’s October 2012 report2.

There are currently around 263 NHS Charities, with a combined income of about £327 million and asset value of £2 billion, but with considerable disparity of size across the sector. All these NHS Charities are currently structured as charitable trusts, with their charitable purposes deriving from the National Health Service Act 2006. By far the majority have an NHS body (either an NHS Trust or Foundation Trust as corporate trustee), but 20 (including most of the largest) have separate trustees – 3 appointed as special trustees for a hospital, and 17 as trustees for an NHS Trust or trustees for an NHS Foundation Trust by the NHS Trust Development Authority on behalf of the Secretary of State.

The guide has had input from the Department of Health and the Charity Commission; it indicates when contact will need to be made with them. The Association of NHS Charities is offering an initial information service – in relation to Stage 1 below. Contact details for these organisations, and others which may be relevant, are set out in Appendix A. It is recommended that the NHS Charity trustees also seek external advice and assistance from professional advisers (lawyers and accountants) if they decide to proceed with conversion. This guidance is not a substitute for professional advice. Care has been taken in preparing this guidance, but no responsibility or liability is accepted for the information provided.

1 https://www.gov.uk/government/uploads/system/uploads/attachment_data/file/291848/Response_to_the_review_of_the_regulation_

and_governance_of_NHS_Charities.pdf

2 https://www.gov.uk/government/uploads/system/uploads/attachment_data/file/291846/Review_report.pdf

https://www.gov.uk/government/uploads/system/uploads/attachment_data/file/291848/Response_to_the_review_of_the_regulation_and_governance_of_NHS_Charities.pdf


https://www.gov.uk/government/uploads/system/uploads/attachment_data/file/291846/Review_report.pdf





2

2. Stage 1 – Investigation ‘Conversion to independent status’ in this context involves: 2.1.

• the creation of a new charity3 suggested to be corporate in form – either a company limited by guarantee (CLG) or a charitable incorporated organisation (CIO) - in relation to which the Secretary of State for Health / Department of Health has no formal powers;

• the transfer to the New Charity of all the whole undertaking of the NHS Charity; and

• the winding up of the NHS Charity.

A basic flowchart describing this process of conversion is Appendix B.

Note: If the NHS Charity contains permanent endowment, there are additional considerations4. In particular, if the New Charity is to be a CLG, a slightly different process will need to be followed. In that case, see the variations on the process described in Appendix C, including variations on the flowchart at (b) and (c).

An overview of the possible conversion sequences is set out in Appendix D.

The NHS Charity trustees will need to consider the principles of conversion to 2.2.independent status, including its advantages and disadvantages. The Department’s October 2012 report5 referred to above is a good source of these (see paragraphs 81–121). See also the comparative analysis of the present and proposed arrangements at Appendix E.

Possible advantages of conversion: 2.3.

• If set up as either a CLG or a CIO, the New Charity’s contractual liability will be limited.

• NHS Charities are within the public procurement regime; the New Charity will not be.

• There will be no risk of consolidation of the New Charity’s accounts with either the NHS body or the Department of Health (provided no NHS body has ‘control’ over the New Charity - eg power to appoint a majority of the board).

3 If there is already in existence an independent charity operating to support the same hospital(s), it may be possible to adapt this to be the recipient entity – ie the New Charity. It will however have to be reviewed and almost certainly have its objects and probably its governance processes revised so as to satisfy the criteria outlined by the Department and Charity Commission. As the New Charity it will also have to enter into the agreements with the NHS body referred to in this guidance. 4 Similar considerations may arise in relation to other special purpose trusts associated with the NHS Charity – eg those which are registered as ‘linked charities’ of the NHS Charity, where the New Charity, if it is to be a CLG, will need to be appointed as trustee. Professional advice is likely to be required on this aspect. 5 https://www.gov.uk/government/uploads/system/uploads/attachment_data/file/291846/Review_report.pdf



• The New Charity can choose its own trustees and advisers (including auditors).

• Where there is the prospect of NHS re-organisation affecting the related NHS body, the New Charity will not be directly affected by the process (although it may subsequently wish to adjust its grant-making to reflect the change), whereas the NHS Charity would be caught up in it.

• The New Charity will be able to adopt wider charitable purposes (for new money) and to enter into more innovative fund-raising initiatives, collaborations and mergers.

• The New Charity will be able to demonstrate to donors and the Charity Commission its independence of decision-making (perhaps especially important where the NHS Charity at present has an NHS body as corporate trustee).

Possible disadvantages of conversion: 2.4.

• The process of effecting the conversion will require some expenditure and application of staff resource, and will be potentially disruptive during the transition.

• The New Charity will be an independent entity responsible for its own management and operations; this may give rise to additional administration and cost; accordingly, it may not be the right route for a small scale NHS Charity.

• The New Charity will have a new charity number (but may use the old NHS Charity’s name).

• The NHS body may fear loss of influence over ‘its’ NHS Charity (perhaps especially where the NHS body is currently its corporate trustee).

In this context, the NHS Charity trustees will need to assess how they see the 2.5.NHS Charity’s future and analyse why it might be appropriate to convert or not.

Where the NHS Charity is managed by separate trustees (that is, special 2.6.trustees for a hospital or trustees for an NHS Trust or for an NHS Foundation Trust, appointed by the NHS Trust Development Authority on behalf of the Secretary of State), it may be relevant to their decision-making process that it is the intention of the Department of Health to repeal statutory powers to appoint separate trustees for NHS Charities at the next possible point for legislative change, at which stage, unless by then converted to independent status, the NHS Charities will revert to having their associated NHS body as corporate trustee (see paras 149-158 of the Department’s October 2012 report6). The Department has undertaken to notify NHS bodies and their related trustees in

6 https://www.gov.uk/government/uploads/system/uploads/attachment_data/file/291846/Review_report.pdf



4

advance of the introduction of any such legislative change; and also indicated that implementation of the change will be deferred, so as to ensure that the NHS Charity trustees will have in the region of two years from initial notification to complete the NHS Charity’s move to independence, if that is what they, with the NHS body’s agreement, decide to do.

If the NHS Charity trustees (and the NHS body, if it is not the NHS Charity’s 2.7.trustee) wish to proceed to conversion, it will be necessary:

• if they are separate trustees, to reach agreement over the proposal with their related NHS body (NHS Trust or Foundation Trust);

• to notify the Department of Health of their intention in principle (by a letter signed by the Chairs of, respectively, the NHS body and of the separate trustees, or by a copy of a Board minute if the NHS body is the corporate trustee); and to notify the Charity Commission.

The next section of this guide deals in more detail with the implementation phase.

5

3. Stage 2 – Implementation Future relationship between NHS body and the New Charity 3.1.

As described above, conversion will involve the creation of an independent charity outside the NHS; the future relationship between the NHS body and the New Charity will therefore be of great importance. The Review of the regulation and governance of NHS Charities7 (see paragraph 4 9.4 on page 21) requires a formal agreement or ‘memorandum of understanding’ to be put in place.

Where the NHS body is the corporate trustee of the NHS Charity, it will be its responsibility to decide on the principles of this agreement and then formalise it when the New Charity is in existence. Where there are separate trustees of the NHS Charity, they will need to negotiate the agreement’s terms with the NHS body, and then formalise it when the New Charity is in existence.

Items which might be addressed and recorded in the memorandum of understanding / agreement(s) are set out in Appendix F. This is not a prescribed form; other than the binding obligation on the NHS body to transfer charitable donations (gifts and bequests) to the New Charity, which is a requirement of the Department’s consent, the items are suggestions only.

The Department is, however, of the view that there are good governance reasons why the NHS body should have some continuing means of input into decisions on the use of the New Charity’s resources - to ensure that there is shared understanding of how the New Charity is meeting its charitable objects in the use of those resources. This arises both because of the requirement (referred to above) for the NHS body to commit itself to transfer all future charitable donations (gifts and bequests) to the New Charity, and because the New Charity’s objects will continue to relate to the NHS body’s purposes. The Department is clear that the NHS body must not have majority control on the board of the New Charity, but suggests (without there being any binding obligation to do so) that the constitution of the New Charity could provide for at least one trustee on the New Charity board to be appointed by, or from, the NHS body.

Prior to completion of the conversion, the Department will require to see the following:

7 https://www.gov.uk/government/uploads/system/uploads/attachment_data/file/291848/Response_to_the_review_of_the_regulation_and_governance_of_NHS_Charities.pdf





6

• a copy of the memorandum of understanding / agreement(s) in final form, and

• evidence of its due consideration and approval by the NHS body’s board.

New Charity’s governing instrument 3.2.

As the New Charity will be a new entity8, it will require a new governing document.

Assuming the advantages of corporate status (including limitation of contractual liability) are sought, that governing instrument will be

• articles of association, if the New Charity is to be a CLG; or • a constitution, if it is to be a CIO.

For further information about the forms of governing documents, see how to choose a structure9 and model governing documents10 on the Charity Commission’s webpages. The Charity Law Association11 also has model forms approved by the Charity Commission which are available to its members. The NHS Charity’s legal advisers may also have their own precedents; using one of these may cause the registration process with the Charity Commission (see 3.3) to take slightly longer, but the possibility of tailoring it to the NHS Charity’s / New Charity’s particular circumstances may justify this.

Aspects to consider in particular include:

• the charitable objects: it will be essential for these to include the existing terms of the NHS Charity (to enable the transfer of the NHS Charity’s assets to the New Charity), but it will be possible to include in addition wider objects for new money, if appropriate;

• which other provisions (if any) from the NHS Charity’s existing governing document will be included;

• the New Charity’s name - this can be the same as the NHS Charity; • the composition and mechanism for the appointment of the board of the New

Charity;

8 Subject to the comment made in footnote 3 on page 2

9 https://www.gov.uk/charity-types-how-to-choose-a-structure

10 https://www.gov.uk/government/publications/setting-up-a-charity-model-governing-documents

11 http://www.charitylawassociation.org.uk/en/default.aspx

https://www.gov.uk/charity-types-how-to-choose-a-structure


https://www.gov.uk/government/publications/setting-up-a-charity-model-governing-documents

http://www.charitylawassociation.org.uk/en/default.aspx


https://www.gov.uk/government/publications/setting-up-a-charity-model-governing-documents

http://www.charitylawassociation.org.uk/en/default.aspx

• the extent of the involvement of the NHS body in the New Charity’s governance arrangements; (this might involve the NHS body having a specific place on the board to which it appoints - see paragraph 3.1 above); and

• who the members of the New Charity will be; it is possible for the trustees and the members of the New Charity to be the same people.

Note: the Department stipulates that the final form and content of the New Charity’s governing instrument must be approved by the NHS body.

When the governing instrument’s terms have been decided upon, the New Charity can be created (so that it is ready to receive the transfer from the NHS Charity):

• If it is a CLG, this will require incorporation by application to Companies House and subsequent registration as a charity with the Charity Commission.

• If it is a CIO, only application to the Charity Commission is required.

Whether it is a CLG or CIO, the New Charity will need subsequently to apply to HM Revenue and Customs for recognition as a charity for tax purposes.

Engagement with regulators 3.3.

The NHS Charity trustees will need to contact the regulators on the following occasions:

Department of Health:

Having decided in principle to start the conversion process, to notify the Department that they are proposing to re-structure and to give an estimate of the likely timescale for the transfer:

• Where the NHS body is the corporate trustee of the NHS Charity, this can be done by email or letter, with a copy of the relevant board minute.

• Where the NHS Charity has separate trustees, a joint letter from the NHS body’s chair and the chair of the NHS Charity board is required.

At least 6 weeks before the projected transfer date, to provide:

• a copy of the memorandum of understanding / agreement(s) with NHS body, and evidence of its due consideration by the NHS body’s board; and

• where there are separate trustees of the NHS Charity, a joint request from the NHS Charity’s trustees and the NHS body’s board to the Department for the Secretary of State to revoke the order which empowers him to appoint trustees for the NHS body; (the Department will confirm agreement to this,

8

once it is satisfied that suitable terms are agreed; the order will be made on or before the transfer date and take effect on an agreed date – say 3/6 months after the transfer date to allow the NHS Charity’s trustees time to deal with all loose ends post-transfer; the trustees’ appointments will terminate on that agreed date).

Charity Commission

At the outset:

• To notify the Charity Commission that it is proposing to re-structure • To give an estimate of the likely timescale for the transfer. • To advise the Commission whether the re-structure may require any Orders

or Schemes (as outlined below), so the process can be planned more efficiently.

Note: NHS Charities should allow plenty of time for planning and for the application process, and highlight any deadlines in the application form.

Subsequently:

• To register the New Charity, using the Apply to Register your charity12 link

on the Commission’s website and providing the information requested and a brief summary of the re-structuring arrangements (either in the on-line application form at the ‘Special Circumstances’ section or in a separate supporting document).

• To obtain any enabling Orders or Schemes which may be required; these might be necessary in the following circumstances:

• If the NHS Charity is unable to transfer its assets to the New Charity by way of charitable application (a grant) or (if the New Charity is to be a CIO) a pre-merger declaration13, it may require an Order to vest property in the New Charity14.

• If the NHS Charity has individual trustees incorporated by certificate of the Charity Commission, an order may be required to dissolve the incorporated trustee body15.

• If any of the trustees of the New Charity are trustees of the NHS Charity, and they wish to confer an indemnity upon the NHS Charity trustees in relation to

12 https://www.gov.uk/how-to-register-your-charity-cc21b#how-to-apply-to-register-your-charity 13 s.310 Charities Act 2011 14 under s. 69 Charities Act 2011 15 s. 263 Charities Act 2011

https://www.gov.uk/how-to-register-your-charity-cc21b#how-to-apply-to-register-your-charity

https://www.gov.uk/how-to-register-your-charity-cc21b#how-to-apply-to-register-your-charity

any liabilities linked to the transferred property and assets. This represents a conflict of interest that prevents the trustees from making the decision themselves (but it can be authorised by the Commission, by Order).

• If the New Charity is to be a CLG and the NHS Charity has permanent endowment16.

Note: as already mentioned, this will cause a number of aspects of the conversion process to be different: see Appendix C. Charities that need to request permission from the Charity Commission should use the Contact Charity Commission17link. (see also Appendix A) Note: The Commission will usually exercise its powers to make schemes and orders only where there is no other suitable power available to the trustees, either explicit or implied, and the charity cannot use a power of amendment to adopt the necessary power. Where feasible the Commission will seek to consolidate the authorities it gives into a single scheme or order, to simplify the paperwork for itself and the charities.

HM Revenue & Customs

After registration of the New Charity with the Charity Commission, to register it with HMRC for tax purposes.

Note: the New Charity will need to have its new bank account details for inclusion on this application.

Due diligence 3.4.

An essential part of the transfer exercise will be for the NHS Charity trustees to carry out ‘due diligence’ on its current position:

• to identify all the NHS Charity’s assets and liabilities (in particular contracts, investments and properties) and how these will transfer to New Charity (assignment / novation), and then to have discussions with any lead contractors, if necessary;

• to open new bank accounts for the New Charity; and

16 See also footnote 4 on page 2. 17 http://forms.charitycommission.gov.uk/contact-us/

http://forms.charitycommission.gov.uk/contact-us/

http://forms.charitycommission.gov.uk/contact-us/

10

• to prepare a list of related tasks (e.g. charity re-branding, internal and external briefings, website re-development etc) and to allocate responsibility and include in the timetable.

Employees and pensions 3.5.

The NHS Charity trustees will need to consider the status of the current staff of the NHS Charity - who may be employees of the NHS Charity trustees, staff of the NHS body who may be assigned (as all or part of their duties) to the NHS Charity, or independent contractors – in order to ascertain whether all or any of them will automatically transfer (by operation of the Transfer of Undertaking Regulations, known as ‘TUPE’) to the New Charity, and also what needs to be done in relation to their pension rights and related benefits.

If the staff do not transfer automatically to the New Charity, the NHS Charity trustees and the New Charity will need to consider how the New Charity will operate and whether, for instance:

• to enter into a secondment arrangement or service level agreement with the NHS body; or

• to recruit its own staff, after the transfer to it of the NHS Charity’s assets.

Note: the potential VAT implications of secondment arrangements or service level agreements will need to be addressed.

If, however, there are staff who will transfer to the New Charity pursuant to TUPE, the NHS Charity trustees will need to develop appropriate materials for employee information briefing and consultation, and identify the related timetable. The terms of the staff’s existing contracts of employment will continue to apply.

In the latter case, so far as pension rights are concerned, if the transferring staff are members of the NHS pension scheme, their continued membership of the pension scheme should be possible, by the New Charity acquiring “direction employer” status. The NHS BSA usually advises 12 weeks for the whole process. Further information is available from the NHS Business Services Agency18:

Direction employer status for the New Charity will not, however, enable it to offer its employees access to benefits under the ancillary NHS Compensation for Premature Retirement Scheme, nor the Injury Allowance, which form part of NHS Staff Terms and Conditions of Service. The New Charity will, therefore, need to make

18See http://www.nhsbsa.nhs.uk/Pensions/4327.aspx;http://www.gov.uk/government/uploads/system/uploads/attachment_data/file/262490/PU1571_Fair_Deal_for_staf_pensions.pdf .

http://www.nhsbsa.nhs.uk/Pensions/4327.aspx

http://www.gov.uk/government/uploads/system/uploads/attachment_data/file/262490/PU1571_Fair_Deal_for_staf_pensions.pdf

http://www.gov.uk/government/uploads/system/uploads/attachment_data/file/262490/PU1571_Fair_Deal_for_staf_pensions.pdf

arrangements to offer comparable contractual terms regarding redundancy and ill-health benefits.

Access to the NHS pension scheme will not be available for new staff of the New Charity, so there may be a period when the New Charity will be operating two different pension schemes.

In this context, the New Charity will also need to consider the application of the pension auto-enrolment regime.

The next section of this guide deals in more detail with the completion of the re-organisation.

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4. Stage 3 – Completion Completion of the conversion will include the following:

• The NHS Charity trustees resolving to transfer, and the New Charity resolving to accept, the assets and liabilities of NHS Charity.

• The related transfer agreement being made effective. • The Charity Commission orders/schemes – referred to at paragraph 0 above, as

required – being made. • Documentation being completed to effect the transfer or novation of contracts to

the New Charity. • Confirmation being given to the Charity Commission that the NHS Charity is to

be wound up and registration of the NHS Charity on the Charity Commission Register of Merged Charities19.

• Notification being given to the Department of Health that the transfer is complete and the NHS Charity has been wound up.

Note: Variations on the process outlined above will apply where the NHS Charity includes permanent endowment20; especially where the New Charity is to be a CLG – see Appendix C.

• If the NHS Charity has trustees in post appointed by the Secretary of State, the Order revoking the SoS’s role in appointing those trustees being made; this will be done on or before the transfer date, but its coming onto force will be deferred to an agreed date. The Department is of the view that this coming into force will effectively terminate the office of the individual trustees.

Note: the Department originally proposed that the revocation of the trustees’ appointment would be at the same time as the transfer of assets to the New Charity, but it is now recognised that, in all such cases, the appointed trustees will need to remain in post for a period after the transfer, in order to ‘tidy up’. The Department will agree with each applicant for what period this will be – probably three to six months.

Additional steps which the New Charity is likely to need to take include the following:

• notifying relevant third parties of the transfer (e.g. grant recipients); • notifying employees of the change of the employer’s identity;

19 https://www.gov.uk/government/publications/register-of-merged-charities

20 See also footnote 4 on page 2.

https://www.gov.uk/government/publications/register-of-merged-charities


• changing the charity’s website - including references to the New Charity’s new charity number;

• registering the New Charity with the Information Commissioner; • amending the charity’s literature to use the New Charity’s charity number and

include the statutory information required for a charitable company or charitable incorporated organisation.

The Association of NHS Charities is also very keen that it should be notified by NHS Charities which convert, whether or not they are members: see Appendix A for contact details.

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5. Conclusion The Review of the regulation and governance of NHS Charities21 (para 4.3, page 19) stresses that “the proposals do not constitute a one size fits all approach and are based on the local circumstances and wishes”.

There is no immediate imperative to convert, but NHS Charities with separate appointed trustees need to be aware that it is the Department’s intention in due course to remove the parts of NHS legislation dealing with such appointments. NHS bodies will, however, be able to remain as corporate trustees of NHS Charities and continue to accept and hold charitable gifts.

The Department’s overall conclusion in Review of the regulation and governance of NHS Charities22 was that it is appropriate to allow those NHS Charities which wish to move to independent status to do so and to facilitate this, subject to suitable safeguards being adopted and a suitable process followed – as described in this guide.

Please see Appendix G for discussion of various financial management, reporting and control considerations, Appendix H for a key activity chart (in relation to the basic process) and Appendix I Frequently Asked Questions for Frequently Asked Questions about a move to independent status.

For further information and assistance, please refer to the organisations whose contact details are set out in Appendix A.

21 https://www.gov.uk/government/uploads/system/uploads/attachment_data/file/291848/Response_to_the_review_of_the_regulation_and_governance_of_NHS_Charities.pdf 22 https://www.gov.uk/government/uploads/system/uploads/attachment_data/file/291848/Response_to_the_review_of_the_regulation_and_governance_of_NHS_Charities.pdf








15

Appendix A - Contact details In all cases, please try contact by email first Association of NHS Charities Email: [email protected] Website: www.assoc-nhs-charities.org.uk Telephone: 08454 635328 Postal address: Association of NHS Charities, Lake View House, Wilton Drive, Tournament Fields, Warwick CV34 6RG

Charity Commission Email: [email protected] (quoting ‘NHS Charity’ in subject line) Website: www.charitycommission.gov.uk Telephone: 0845 300 0218 Postal address: Charity Commission First Contact, PO Box 1227, Liverpool L69 3UG

Department of Health Email: [email protected] Website: https://www.gov.uk/government/organisations/department-of-health Telephone: 0207 210 5837 Postal address: Paul Whitbourn, Finance and NHS Directorate, Room 207 Richmond House, 79 Whitehall, London SW1A 2NS

NHS Trust Development Authority Email: [email protected] Telephone: 0113 254 6376 Postal address: 2nd Floor, Quarry House, Leeds LS2 7UE

mailto:[email protected]

http://www.assoc-nhs-charities.org.uk/


http://www.charitycommission.gov.uk/


https://www.gov.uk/government/organisations/department-of-health


16

Appendix B - NHS Charity conversion to independent status basic process flowchart

17

Appendix B - NHS Charity conversion to independent status basic flow chart Overview A flowchart describing the process for NHS Charities to convert to independent status. Detailed description Title: Appendix B - NHS Charity conversion to independent status basic flow chart

1. NHS Charity trustees agree to investigate conversion. 2. NHS Charity trustees review advantages and disadvantages and collect information. 3. If the NHS Charity trustees decide NOT to convert no further action is required. 4. If the NHS Charity trustees agree to convert then individual trustees will need to discuss with

NHS body (NHS Foundation Trust) to reach agreement in principle. If corporate trustee go to point 5.

5. NHS Charity trustees (individual and corporate) notify the Department of Health and the Charities Commission (CC) of intention to convert.

6. NHS Charity trustees then: • Collate details of charity assets and liabilities • Develop governing instrument for New Charity • Analyse staffing and accommodation position.

7. If individual trustees, develop with NHS body and New Charity terms of agreement/Memorandum of Understanding (MoU).

8. If corporate trustee develop with New Charity terms of agreement/MoU. 9. NHS Charity trustees (individual and corporate) create new Charity. 10. Then New Charity applies for registration with CC and HMRC. 11. NHS Charity trustees and New Charity then take the following steps:

• Finalise and execute terms of agreement MoU with NHS body • Notify DH • Notify/consult employees and New Charity obtains NHS pensions scheme ‘direction

employer’ status (if relevant) • Transfer assets to New Charity and wind up NHS Charity • Register merger of NHS Charity with New Charity with CC.

12. If individual trustees the DH will make a revocation order on or before the transfer date (implementation deferred)

13. Revocation order comes into effect revoking NHS Charity trustees’s appointment 3-6 months after transfer.

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Appendix C - If the NHS Charity has permanent endowment

(a) Guidance ‘Permanent endowment’ is a fund held on restricted trusts that prevent it being spent as income; it must be retained and invested, but the income from the investment can be spent.

Unlike unrestricted assets, permanent endowment cannot simply be transferred from the NHS Charity to the New Charity. It will need special treatment. The trustees of the NHS Charity must choose from the following options, depending on the circumstances:

1. Resolve to remove the restriction on the permanent endowment

If the value of the endowment is less than £10,000, it is straightforward for the trustees to pass a resolution under s.281 of the Charities Act 2011 to remove the restriction on the endowment.

If the value of the endowment is greater than £10,000, it may be possible for the trustees to pass a resolution to remove the restriction on the endowment, subject to the conditions in s.282 Charities Act 2011. These include giving notice to the Charity Commission. See: https://www.gov.uk/permanent-endowment-rules-for-charities23

Once the restriction is removed, the endowments can be spent or transferred as unrestricted funds.

If therefore all permanent endowment is de-restricted prior to transfer, the process of conversion of the NHS Charity to independent status will be as described in the body of this guidance. If, however, any permanent endowment remains, that process will be modified as set out below.

2. Transfer if the New Charity is a CIO

If the New Charity is a CIO, the trustees of the NHS Charity can transfer permanent endowment using a pre-merger vesting declaration24. The vesting declaration will:

• transfer property which has no restrictions to the CIO to be held as part of its corporate property

23 https://www.gov.uk/permanent-endowment-rules-for-charities 24 under s.310 and s.312 of the Charities Act 2011 (as amended by the CIO General Regulations)

https://www.gov.uk/permanent-endowment-rules-for-charities

https://www.gov.uk/permanent-endowment-rules-for-charities

• vest legal title to the permanently endowed property in the CIO, to be held on its original trusts (and managed and accounted for a “special trust” restricted fund).

• appoint the CIO as trustee of the permanent endowment and give it the powers of a trust corporation for that trust

• mean that the CIO and the permanent endowment are treated as a single charity for registration and accounting purposes, so they will not need to register separately or produce separate accounts. This will enable the former NHS charity to be regarded as fully wound up, and therefore removed from the register of charities.

Further explanation of the vesting declaration process can be seen in the Commission’s published Operational Guidance OG715-04 at B.4.4.

If a vesting declaration is used, the merger must then be recorded in Register of Merged Charities25. Legacies to the former NHS Charity should then automatically pass to the New Charity.

Note: A vesting declaration does not, however, transfer: land held by the NHS Charity as security for money subject to the trusts of the NHS Charity, any land held under a lease which contains any covenant against assignment without consent (unless the consent has been obtained before the date on which the property will vest) and any shares etc which are only transferable in books held by a company. A vesting declaration also cannot deal with any ongoing liabilities of the NHS Charity (and so in most cases separate documentation will be needed to deal with this - such as a formal transfer agreement); nor will it address the need to assign / novate important contracts (eg intellectual property licences).

3. Transfer if the New Charity is a CLG

Charitable companies cannot hold permanent endowment as part of their corporate property. Once the NHS Charity has transferred all its unrestricted funds to the New Charity, the NHS Charity trustees will need to apply to the Charity Commission to make a Scheme or Order to:

• appoint the New Charity as sole corporate trustee of the permanent endowment and any other remaining special purpose trusts, in place of the existing NHS Charity Trustees; and

• confer trust corporation status on the New Charity as trustee.


http://ogs.charitycommission.gov.uk/g715a004.aspx




20

In addition the Commission will make a linking direction (under s12 Charities Act 2011) enabling permanent endowment26 that has remained in the old NHS Charity to be treated by the new trustee as forming part of the New Charity (which will be the Reporting Charity) for registration and accounting purposes: this does not means that it is merged into the New Charity. If the permanent endowment generates income >£5,000 (the threshold for mandatory registration) the former NHS Charity containing the permanent endowment will be shown as a linked charity of the New Charity. It may usefully be renamed to include the word “endowed” (e.g. “X Hospital Endowed Charity”) to avoid confusion with the New Charity (which may well have inherited the name of the former NHS Charity).

If the income from the endowment is below the mandatory registration threshold (currently £5,000) it can be managed and reported as a “special trust”, and will not need to appear within the New Charity’s registration (the former NHS Charity will be removed entirely from the Register in this case, rather than being linked to the New Charity’s registration).

The old NHS charity registration will be removed when there are no charities linked to its number.

26 And, potentially, special purpose trusts – see footnote 4 on page 2.

(b) Basic process flowchart (variation on Appendix B) – corporate trustee

Variation 1: Corporate Trustee, NHS Charity Including permanent endowment

Decision to proceed

NHS corporate trustee agrees to investigate conversion

NHS corporate trustee reviews advantages and disadvantages and collects information

Decision not to convert

No further action

Notify DH and CC of trustee’s decision to convert

NHS corporate trustee: (1) collates details of charity(ies) assets and liabilities (2) develop governing document for new charity (3) analyse staffing and accommodation position

NHS corporate trustee and prospective first trustees of New Charity develop and agree terms of a Memorandum of understanding

NHS corporate trustee considers whether it can eliminate any permanent endowment held in any of the

charities (s281-284 Charities Act 2011 ). If there is more than one NHS Charity the NHS Charity trustee also

considers whether it can rationalise them/ transfer all their funds into a single charity (the current NHS general

purposes charity). See F.2.4.-F.2.3. (select “NHS Charities Guidance” and click to section F)

NHS corporate trustee formally establishes New Charity (with objects matching existing NHS charity’s objects)

and seeks registration with Charity Commission (and recognition by HMRC)

No endowment left

Permanent endowment remaining – see next page

NHS trustee and trustees of New Charity:

• Finalise and execute MoU with NHS body • Notify DoH • Notify/ consult NHS charity’s employees (if there are employees to transfer) • Obtain NHS pension scheme ‘direction employer’ status for New Charity (if relevant) • Wind up NHS charity by grant of remaining funds to New Charity*. Charity Commission to be notified to

remove NHS charity from Charity Register • Register merger of NHS charity with New Charity on Charity Commission’s Register of Mergers (* If there is overlap of New Charity trustees with board of NHS body (NHS Charity corporate trustee) an Order of CC may be required to overcome conflicts implied in the transfer of any liabilities)

http://www.legislation.gov.uk/ukpga/2011/25/part/13/crossheading/powers-of-unincorporated-charities-to-spend-capital/enacted

http://www.charitycommission.gov.uk/detailed-guidance/specialist-guidance/nhs-charities-guidance/#f.2.4

22

If New Charity is a CLG, endowment remains in residual NHS charity, but under control of New Charity, not NHS body. This is achieved by the following:

• A short scheme of the Commission to appoint the New Charity as trustee of the endowment

• A linking direction (s12 Charities Act 2011) to link permanent endowment deriving from the NHS

Charity to the New Charity (serving as reporting charity) for purposes of Registration and Accounting;

the old NHS charity registration can then be removed.

If there is permanent endowment to be transferred and the new charity is a CLG or CIO, the following additional steps will be required.

NHS body and trustees of New Charity:

• Finalise and execute MoU

• Notify DoH

• Notify/ consult NHS Charity’s employees (if there are employees to transfer)

• Obtain NHS pension scheme ‘direction employer’ status for New Charity (if relevant)

• If New Charity is CLG, by grant transfers from NHS Charity non-permanent endowment funds to New

Charity*

• If New Charity is CIO, transfer of NHS Charity funds (including permanent endowment) to New Charity

by vesting declaration*

(* If there is overlap of new trustees with Board of NHS body (NHS corporate trustee) an Order of CC may be required to overcome conflicts implied in the transfer of any liabilities)

Overview – Variation 1 A flowchart describing the conversion process for corporate trustees, including permanent endowment funds. Detailed description Title: Appendix B – Basic process flow chart (variation on Appendix B) – corporate trustee

1. NHS corporate trustee agrees to investigate conversion 2. NHS corporate trustee reviews advantages and disadvantages and collects information. 3. If corporate trustees decide NOT to convert no further action is needed. 4. If corporate trustees decide to proceed they must notify the DH and CC of the decision to

proceed. 5. Then NHS corporate trustee takes the following actions:

• Collates details of charity (ies) assets and liabilities • Develops governing document for new charity • Analyses staffing and accommodation position.

6. NHS corporate trustee and prospective trustees of New Charity develop and agree terms of a Memorandum of Understanding (MoU)

7. NHS corporate trustee formally establishes New Charity (with objects matching existing NHS charity’s objects) and seeks registration with Charity Commission (and recognition by HMRC)

8. NHS corporate trustee considers whether it can eliminate any permanent endowment held in any of the charities (s281-284 Charities Act 2011 ). If there is more than one NHS Charity the NHS Charity trustee also considers whether it can rationalise them/ transfer all their funds into a single charity (the current NHS general purposes charity). For further details on please go to section F.2.4.-F.2.3. (select “NHS Charities Guidance” and click to section F)

9. If there is no endowment left the NHS trustee and trustees of New Charity will take the following actions:

• Finalise and execute MoU with NHS body • Notify DH • Notify/ consult NHS charity’s employees (if there are employees to transfer) • Obtain NHS pension scheme ‘direction employer’ status for New Charity (if

relevant) • Wind up NHS charity by grant of remaining funds to New Charity*. Charity

Commission to be notified to remove NHS charity from Charity Register • Register merger of NHS charity with New Charity on Charity Commission’s

Register of Mergers (* If there is overlap of New Charity trustees with board of NHS body (NHS Charity corporate trustee) an Order of CC may be required to overcome conflicts implied in the transfer of any liabilities)

10. If there is permanent endowment to be transferred and the new charity is a CLG or CIO, the following additional steps will be required:

NHS body and trustees of New Charity: • Finalise and execute MoU • Notify DH • Notify/ consult NHS Charity’s employees (if there are employees to transfer) • Obtain NHS pension scheme ‘direction employer’ status for New Charity (if relevant)



24

• If New Charity is CLG, by grant transfers from NHS Charity non-permanent endowment funds to New Charity*

• If New Charity is CIO, transfer of NHS Charity funds (including permanent endowment) to New Charity by vesting declaration*


11. If New Charity is a CLG, endowment remains in residual NHS charity, but under control of New Charity, not NHS body. This is achieved by the following:

• A short scheme of the Commission to appoint the New Charity as trustee of the endowment

• A linking direction (s12 Charities Act 2011) to link permanent endowment deriving from the NHS Charity to the New Charity (serving as reporting charity) for purposes of Registration and Accounting; the old NHS charity registration can then be removed.

(C) Basic flowchart (variation on Appendix B) – individual trustees Variation 2: Individual Trustees, NHS Charity Including Permanent Endowment Funds

NHS trustees agree to investigate conversion

NHS trustees review advantages and disadvantages and collect information

Decision not to convert:

No Further Action

Decision to proceed

Notify DoH and CC of trustee’s decision to convert

NHS trustees: (1) collates details of charity(ies) assets and liabilities (2) develop governing document for new charity (3) analyse staffing and accommodation position

NHS body and prospective first trustees of new charity develop and agree terms of a Memorandum of

understanding

NHS trustees formally establish new charity (with objects matching existing NHS charity’s objects) and seek

registration with Charity Commission (and recognition by HMRC)

NHS trustees consider whether they can eliminate any permanent endowment held in any of the charities (s281-284 Charities Act 2011 ). If there is more than one NHS charity the NHS trustees also considers whether they can rationalise them/ transfer all their funds into a single charity (the current NHS general purposes charity). See F.2.4.-F.2.3.

Permanent endowment remaining – SEE NEXT PAGE

NHS body and trustees of new charity finalise and execute MOU.

NHS trustees then: • Notify DoH • Notify/ consult NHS charity’s employees (if there are employees to transfer) • Obtain NHS pension scheme ‘direction employer’ status (if relevant) • Wind up NHS charity(ies) by grant of remaining funds to new charity*. CC to be notified to remove NHS

charity from Charity Register • Register merger of NHS charity with new charity on CC’s Register of Mergers

(* If there is overlap of new trustees with existing NHS trustees an Order of CC may be required to overcome conflicts implied in the transfer of any liabilities)

On or before transfer date, DoH makes revocation order

Discussion with NHS body for ‘in principle’ agreement

No permanent endowment left



26

If there is permanent endowment to be transferred and the new charity is a CLG or CIO, the following additional steps will be required.

NHS body and trustees of New Charity finalise and execute MOU.

NHS Charity trustees:

• Notify DoH • Notify/ consult NHS Charity’s employees (if there are employees to transfer) • Obtain NHS pension scheme ‘direction employer’ status for New Charity (if relevant) • If New Charity is CLG, by grant transfers from NHS Charity non-permanent endowment funds to new

charity* • If New Charity is CIO, transfer of NHS Charity funds (including permanent endowment) to New Charity

by vesting declaration*


DoH makes trustee appointment revocation order on or before asset transfer date ; this will be expressed to

take effect on agreed date (3-6 months after the transfer date) and will have the effect of revoking the current

NHS Charity trustees’ appointment

If New Charity is CLG, a short scheme of the Commission is made to appoint the New Charity as sole corporate trustee of the NHS Charity

A linking direction (s12 Charities Act 2011) is then made to link the permanent endowment deriving from the NHS Charity to the New Charity (serving as reporting charity) for purposes of Charity Commission registration and accounting. The old NHS charity registration can then be removed.

Overview Variation 2 A flowchart describing the conversion process for individual trustees, including permanent endowment funds. Detailed description Title: Appendix B – Basic process flow chart (variation on Appendix B) – individual trustees

1. NHS trustees agree to investigate conversion 2. NHS trustees review advantages and disadvantages and collect information. 3. If individual trustees decide not to convert no further action is required. 4. Individual trustees discuss conversion with NHS body to seek an “in principle” agreement. 5. If proceeding, notify DH and CC of trustee’s decision to convert. 6. The NHS trustees will then take the following steps:

• collates details of charity(ies) assets and liabilities • develop governing document for new charity • analyse staffing and accommodation position

7. NHS body and prospective first trustees of new charity develop and agree terms of a

Memorandum of understanding. 8. NHS trustees formally establish new charity (with objects matching existing NHS charity’s

objects) and seek registration with Charity Commission (and recognition by HMRC) 9. NHS trustees consider whether they can eliminate any permanent endowment held in any of

the charities (s281-284 Charities Act 2011 ). If there is more than one NHS charity the NHS trustees also considers whether they can rationalise them/ transfer all their funds into a single charity (the current NHS general purposes charity). Please section F.2.4.-F.2.3.

10. If there is no permanent endowment left the NHS body and trustees of the new charity finalise and execute MoU and undertake the following actions:

• Notify DH • Notify/ consult NHS charity’s employees (if there are employees to transfer) • Obtain NHS pension scheme ‘direction employer’ status (if relevant) • Wind up NHS charity(ies) by grant of remaining funds to new charity*. CC to be notified

to remove NHS charity from Charity Register • Register merger of NHS charity with new charity on CC’s Register of Mergers

(* If there is overlap of new trustees with existing NHS trustees an Order of CC may be required to overcome conflicts implied in the transfer of any liabilities) On or before transfer date, DH makes revocation order

11. If there is permanent endowment to be transferred and the new charity is a CLG or CIO, the following additional steps will be required: • NHS body and trustees of New Charity finalise and execute MOU. The NH NHS Charity

trustees will: • Notify DH • Notify/ consult NHS Charity’s employees (if there are employees to transfer) • Obtain NHS pension scheme ‘direction employer’ status for New Charity (if relevant) • If New Charity is CLG, by grant transfers from NHS Charity non-permanent endowment

funds to new charity*



28

• If New Charity is CIO, transfer of NHS Charity funds (including permanent endowment) to New Charity by vesting declaration*

(* If there is overlap of new trustees with Board of NHS body (NHS corporate trustee) an Order of CC may be required to overcome conflicts implied in the transfer of any liabilities) DH makes trustee appointment revocation order on or before asset transfer date ; this will be expressed to take effect on agreed date (3-6 months after the transfer date) and will have the effect of revoking the current NHS Charity trustees’ appointment

12. If New Charity is CLG, a short scheme of the Commission is made to appoint the New Charity as

sole corporate trustee of the NHS Charity 13. A linking direction (s12 Charities Act 2011) is then made to link the permanent endowment

deriving from the NHS Charity to the New Charity (serving as reporting charity) for purposes of Charity Commission registration and accounting. The old NHS charity registration can then be removed.

29

Appendix D - Overview of possible conversion sequences Starting point Step 1 Step 2 Step 3 Step 4 Outcome

Corporate trustee or individuals (special trustees or trustees for an NHS Trust of Foundation Trust) aiming for a CLG mainstream charity

Order of CC (if directors of CLG propose to accept to take on liabilities of former NHS charity and there is overlap with former trustees – conflicted)

Transfer of unrestricted funds of the NHS charity to CLG by grant (with a formal written agreement to cover transfer of rights and liabilities)

Department / SoSH revocation of power to appoint trustee(s) in relation to NHS body to take effect as appointed day

‘Back to back’ scheme to appoint CLG as trustee of (former) NHS charity and as trust corporation, and (if necessary) to vest property in CLG under s69; a schedule to the order will identify which property is being transferred to CLG outright and which property is staying in the old charity in case of CLG for which New Charity appointed as trustee27.

Separate linking direction

CLG inherits unrestricted funds of (former) NHS charity as own beneficial property CLG is sole corporate trustee of (former) NHS charity Single registration/ accounts

Corporate trustee or individuals (special trustees or trustees for an NHS Trust of Foundation Trust) aiming for a CIO mainstream charity

Order of CC (if directors of CIO propose to accept to take on liabilities of former NHS charity and there is overlap with former trustees – conflicted)

Transfer of funds of the NHS charity to CIO by vesting declaration28

Formal written agreement to cover transfer of rights and liabilities

Department / SoSH revocation of power to appoint trustee(s) in relation to NHS body to take effect at appointed day

No scheme needed

Schedule to distinguish property being transferred to New Charity (CIO) outright and property for which New Charity appointed as trustee29.

CIO inherits unrestricted funds of (former) NHS charity, and is sole corporate trustee of permanent endowment of (former) NHS charity. CIO is single charity left.

27 ie any permanent endowment of the former NHS charity (and special purpose trusts, eg existing linked charities). 28 A vesting declaration under section 310 Charities Act 2011 will have the effect of vesting legal title to the NHS Charity’s property in the New Charity (if it is a CIO), including permanent endowment or any other property held on special trusts as specified in the declaration. The vesting declaration does not, however, transfer: land held by the NHS Charity as security for money subject to the trusts of the NHS Charity, any land held under a lease which contains any covenant against assignment without consent (unless the consent has been obtained before the date on which the property will vest) and any shares etc which are only transferable in books held by a company. The vesting declaration also cannot deal with any ongoing liabilities of the NHS Charity (and so in most cases separate documentation will be needed to deal with this - such as a formal transfer agreement), nor will it address the need to assign / novate important contracts (eg intellectual property licences) 29 ie any permanent endowment of the former NHS charity (and special purpose trusts, eg existing linked charities).

30

Individual trustees (special trustees or trustees for an NHS Trust or Foundation Trust) with incorporated trustee body aiming for either CLG or CIO mainstream charity

Order of CC (if directors of CIO / CLG propose to accept to take on liabilities of former NHS charity – conflicted)

A formal written agreement will be needed to cover transfer of rights and liabilities

Department / SoSH revocation of power to appoint trustee(s) in relation to NHS body to take effect at appointed day

‘Back to back’ scheme (s69) to appoint CLG or CIO as trustee of (former) NHS charity and as trust corporation, to vest property in CLG or CIO under s69, and to dissolve incorporated trustee body (s263).

Schedule to distinguish property being transferred to CLG/ CIO outright and property (staying in old charity in case of CLG) for which New Charity appointed as trustee.

CLG/ CIO inherits unrestricted funds of (former) NHS charity. CLG is sole corporate trustee of (former) NHS charity or, if CIO, permanent endowment is held within CIO. Single registration/ accounts

31

Appendix E - Comparison analysis. This is an expanded version of the table shown on page 41 of the Department’s October 2012 report

Current system of NHS Charities Independent ‘NHS-focused’ charities Basis of existence

Established under NHS legislation; written governing document may enhance but must be compatible with NHS legislation

Established under standalone written governing document, specific to charity

Secretary of State transfer power Secretary of State for Health has statutory power to transfer funds away from current trustees to other ‘relevant NHS bodies’

No power for Secretary of State for Health to transfer funds away

Charitable objects/purposes Objects of charity prescribed by statute; cannot be modified by trustees

Trustees are able to review their activities and purposes. Objects of new charity must include / encompass present NHS Charity objects, to enable transfer of existing NHS Charity assets, but can also include wider objects (for new fundraising and possibilities of merger / collaboration with other charities. Possibility subsequently of updating objects (provided Charity Commission consent obtained)

Trustees Cannot change trustee arrangements beyond those established by NHS legislation. SofS has statutory role in appointing and removing trustees and trustees cannot self-appoint. Current NHS Trust Development Authority guidelines prevent NHS employees being appointed as trustees for NHS Charities with appointed body of individual trustees.

Variety of trustee appointment models available, including self-appointing, membership, and ex-officio. SofS has no role in appointing and removing trustees. NHS employees can be appointed as trustees. (but this should not form the majority for the reasons stated earlier).

32

Appendix E – Constitutional form Constitutional form

Range of options – in particular: • Unincorporated trusts No legal personality Unlimited contractual liability for trustees

• Charitable Incorporated Organisation

‘CIO’) • Charitable Company limited by guarantee

(‘CLG’) If CIO or CLG, limitation of contractual liability

Accounting implications Same accounting responsibilities as mainstream charities, but from 2012/13 the accounts of all NHS Charities will need to be consolidated into DH’s Resource Account (because of ONS classification of NHS Charities to public sector) From 2013/14 the accounts of an NHS Charity with a corporate trustee may need to be consolidated into NHS body’s accounts.

Same accounting responsibilities as mainstream charities. Accounts highly unlikely to need to be consolidated into DH’s Resource Account or into the accounts of an NHS body. Charity can select and appoint own choice of auditor (separate from NHS body)

Corporate trustee Corporate trustee model the norm, and presents governance challenges

Charity will itself be corporate entity (if CLG or CIO) Will act as corporate trustee in relation to trust assets (eg permanent endowment) but will not face governance / conflict of interest issues which NHS body has in relation to NHS Charity

Transfer of funds Transfer of funds only possible between NHS Charities and by Order. Where effect of transfer would be to change the trusteeship, this is considered contrary to NHS legislation. DH must be consulted and may only exceptionally agree.

Able to transfer funds to other charitable and non-charitable bodies by way of grant provided this is in furtherance of objects, and provided there are safeguards to protect the funds for the purposes intended.

33

Appendix F - Memorandum of understanding – possible items 1. Details of the parties:

1.1 NHS Charity, acting through its trustee(s)

1.2 New Charity

1.3 NHS body (NHS Trust or NHS Foundation Trust).

2. Background explanation as to what is being done and why

3. Transfer of future gifts: Binding legal commitment by NHS body to transfer of all future gifts (from live donors or by will) to New Charity.

4. NHS body’s formal agreement to the transfer of current NHS Charity assets to New Charity.

5. Any relevant statements as to aspects of future relationship between NHS body and New Charity30, such as:

5.1 scope of New Charity’s objects – confirmation that they at minimum replicate existing objects and that funds transferred will be used for those objects

5.2 future consultation between parties (and, if relevant, dispute resolution mechanism);

5.3 any ongoing involvement of NHS body in New Charity’s governance procedures (eg power to nominate trustee to New Charity’s board);

5.4 arrangements as to use of NHS body’s premises / staff by New Charity;

5.5 related intellectual property issues (eg New Charity’s use of NHS body’s name).

6. If trustees of NHS Charity are individuals, statement that they acknowledge termination of their appointment on a specified date up to 6 months after the transfer of NHS Charity assets to New Charity, once the revocation Order giving effect to that comes into force.

Note: The Department of Health will expect to see:

30 Note: it will be important to avoid ‘control’ by the NHS body; otherwise International Accounting Standard 27 might cause

consolidation of New Charity’s accounts with the NHS body and the New Charity’s independence might be compromised; on the

latter point see Charity Commission guidance available at http://www.charitycommission.gov.uk/media/95209/rr7text.pdf.

http://www.charitycommission.gov.uk/media/95209/rr7text.pdf

34

• a copy of the signed memorandum of understanding / agreement(s) with NHS body; and

• evidence of due approval of its terms by the NHS body (eg from NHS body’s Chair).

35

Appendix G - Financial management, reporting and control considerations

Accounting services provided by the NHS Body

In many cases the NHS body will be providing financial support in the form of bookkeeping and accountancy services (as part of the wider NHS finance function). If you wish these services to continue then a sharing arrangement or service level agreement needs to be agreed (see section 3.5). There may be other financial services such as procurement, payroll, cashiering, etc. It is essential that you agree a plan and specify the elements that are to transfer and the ongoing financial management (whether or not the NHS body continues to provide this service) and ensure they are covered either in the agreement or are replaced by new financial management arrangements.

Other service providers

There are a number of service providers, essential to the operation of the charity which will need to be informed. These typically include:

Auditor - An audit is required for all charities with gross income of over £500,000 or assets over £3.26m. (as at 1.09.2014) An ‘Independent examination’ may be a cheaper option for smaller charities (Charity Commission Accounting: the essentials CC15b31). The new independent charity will no longer need use the NHS body’s auditor but may still choose to do so. Costs may be reduced by carrying out a competitive tender for audit services which can be undertaken once transfer has taken place.

Banker - You should talk to your bankers about the arrangements necessary for your bank accounts. It is most probable you will need a new bank mandate. Leave plenty of time to put new banking arrangements in place as compliance with anti-money laundering arrangements may take time. You will need to have the bank account for the New Charity sorted out by the time you make your application to HMRC for recognition as a charity for tax purposes. You will also require a separate credit card clearing service provider if not already in place. It is advisable to consider charity-focused organisations.

Investment managers/custodian - As with bankers, plan and leave plenty of time to put in place new agreements as they will usually have stringent anti-money laundering compliance procedures.

Insurers - Insurance brokers or suppliers need to be made aware of the changes and amend/update all policies accordingly.

Payroll agencies - Some charities employ third party agencies to run their payroll. Others use their NHS body and some will process their own payroll. Payroll Agencies will support you with updating PAYE registration with HMRC (but not other areas of taxation).

On line giving services - It is anticipated that new agreements will have to be set up with “Just giving” and other similar agencies. These will require that the HMRC charity reference

31 https://www.gov.uk/government/publications/charity-reporting-and-accounting-the-essentials-cc15b

https://www.gov.uk/government/publications/charity-reporting-and-accounting-the-essentials-cc15b

https://www.gov.uk/government/publications/charity-reporting-and-accounting-the-essentials-cc15b

36

is available and that clearly identified nominated authorised personnel have been agreed with HMRC see below.

Other suppliers - In some cases other legal agreements will need to be reviewed and or/updated.

HMRC

HMRC have detailed guidance on their website about reporting changes. It is anticipated that you will need to create a new HMRC charity registration (by which time you will also need to have the New Charity’s bank account details). After that, set up will be required for Corporation Tax, Income tax, Gift Aid, VAT and PAYE. It is likely that you will need to register the New Charity and subsequently deregister the NHS Charity in each tax area. For further information see http://www.hmrc.gov.uk/report-changes/business.htm

VAT

Corporate trustees especially may wish to consider the VAT implications of their transfer. It is unlikely that the New Charity will be able to continue under a group registration with the NHS body (if this was previously in place). The structure of future service level agreements may impact on your ability to recover VAT. VAT recovered under the contracted out services rules may also need careful consideration.

Financial Controls

It may be that the charity is taking direct financial control of its affairs for the first time - whereas in the past it has relied on the NHS body to meet its obligations. In any event, the Charity Commission provide an excellent self-assessment checklist. (Internal financial controls for charities CC832).

Timing

Think carefully about the timing of the transfer. It might be easiest to set the formal transfer date as 31 March. That way the transfer will correspond with the year end when statutory accounts will be prepared. These can be used as the basis for the statement of assets being transferred.

Reporting

Details of the transfer will need to be set out in the accounts of both the transferring NHS Charity and the New Charity.

If the New Charity is a company limited by guarantee then accounts will also need to be filed with Companies House. In both the case of a CIO and company limited by guarantee, accruals accounts will need to be prepared (rather than receipts and payments accounts)

Trading Subsidiaries

The transfer of shareholdings in trading subsidiaries from the old entity to the New Charity will need to be registered with Companies House in the trading company’s Annual Return

32 https://www.gov.uk/government/publications/internal-financial-controls-for-charities-cc8

http://www.hmrc.gov.uk/report-changes/business.htm

https://www.gov.uk/government/publications/internal-financial-controls-for-charities-cc8



37

Appendix H – Key activity chart (basic process) Month 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18

Initial planning Initial consideration of status change

Identify team to progress new charity and identify approve responsibilities

Determine form of New charity

Identify any specific issues for inclusion in memorandum

Prepare memorandum

Respond to DH comments re memorandum Arrange basis bank account

Communication with Department of Health Advice of decision to propose creation of independent charity

Seek approval of memorandum of understanding

(On or before transfer date) make revocation order, if individual trustees

Confirm go live and asset transfer

Order effective to terminate individual trustees' appointments

Contact with Charity Commission

Commence registration process

Register with companies house if Company limited by Guarantee form being used Prepare new charity constitution

Formal review of new charity registration documentation and submit using on line service

Formal issue of new charity number

Advise closure of old charity

HM Revenue & Customs Register with HMRC and request HMRC charity tax reference

Issue of reference

Set up specific taxation arrangements including Gift Aid

Go live planning Publicity and stationery changes

On line giving arrangements

Finalise revised accounting arrangements

Formal asset transfer

38

Appendix I Frequently Asked Questions 1. Once the New Charity is set up and the transfers have been made, how long can the

NHS Charity exist in tandem?

If the ultimate intention is for the NHS Charity to be wound up, the Department wants the period dual existence to be the minimum necessary to complete the ‘tidying up’ of the transfer.

Where the NHS Charity has separately appointed trustees, the order revoking the Secretary of State’s power of appointment will be made by the Department on or before the asset transfer date and will come into effect at an agreed date (3 – 6 months) after the transfer date.

Where the NHS Charity will continue to hold permanent endowment (see Appendix C), it will continue in existence for as long as this is the case, but will be linked with the New Charity for registration and accounting purposes (under the New Charity’s registration number), and so will not appear to the public to be a separate entity.

2. What will happen to legacies left to the NHS Charity in the future?

Assuming the transfer of the assets of the NHS Charity to the New Charity has been registered on the Charity Commission Register of Merged Charities33, legacies to the NHS Charity will almost always be payable to the New Charity. For details of how to register on the follow link in previous sentence.

Where an NHS Charity has permanent endowment, the procedure is likely to be different if the New Charity is a company limited by guarantee – see Appendix C. If the existing of the permanent endowment causes the old NHS Charity to be treated by the Charity Commission as continuing to exist, legacies left to the NHS Charity will continue to be paid to it and then, depending on their terms, paid across to the New Charity.

3. What is the position of liabilities incurred by the NHS Charity’s trustees before the transfer to the New Charity?

On a change of trustees, former trustee(s) are entitled to be indemnified from their charity’s assets in respect of liabilities properly incurred on behalf of the charity during their trusteeship. Here, however, the NHS Charity’s assets are passing not to new trustees, but to the New Charity, so the NHS Charity’s trustees will need to make sure that the transfer agreement deals satisfactorily with all the NHS Charity’s liabilities so that they too are all assumed by the New Charity. In some circumstances the NHS Charity’s trustees may want an express indemnity from the New Charity.

If there is overlap between the trustees of the NHS charity and the trustees of the New Charity granting such an indemnity may create a conflict of interest. In those circumstances the trustees of the New Charity may have to seek express legal authority (from the Charity Commission, by means of an Order) before they can grant the indemnity.




This is a complex issue on which it would be advisable for the trustees to seek external legal advice.

4. How would actions for breach of trust against trustees of the NHS Charity be treated following a transfer?

Usually, if an individual former trustee has acted in breach of trust and caused their charity loss, then the charity (via its new trustee body) can look to the former individual trustee to make that loss good. Following the transfer to the New Charity, however, the NHS Charity will cease to exist, but the New Charity will receive, as part of the assets of the NHS Charity, the right to take action against the trustee of the NHS Charity for the loss incurred by his/her breach of trust.

In the case of a corporate trustee, if an individual member of the corporate trustee board were to have acted prior to the transfer to the New Charity in breach of his fiduciary duty to the corporate trustee and so put the corporate trustee in breach of trust and cause loss to the NHS Charity, the New Charity would have the right of action (described above) against the corporate trustee (NHS body). A fiduciary breach by a director individually is not however a breach of trust (because, where there is a corporate trustee, only the corporate trustee entity can commit a breach of trust) but it may contribute to a breach of trust committed by the corporate trustee. The director at fault remains liable for his breach of fiduciary duty and the corporate trustee would itself be able to bring a claim against that individual director. This would continue, in principle, to apply even after the transfer to the New Charity.

This is a complex issue on which it would be advisable for the trustees to seek external legal advice.

5. Approximately how long is the process likely to take from when the decision to convert is taken by the trustees of the NHS Charity? Is there a recommended time/date to aim for?

The length of time which the transfer process will take will be determined principally by the complexity of the NHS Charity’s assets and operations and the speed of its negotiations over future working arrangements with its NHS body. There are no set dates, but aligning with the financial year or a quarter date will probably make practical sense. The process is likely to take 6 to 9 months as a minimum; it will be advisable to allow up to 12 months for a complex transaction (for instance where there are employees, real property and significant assets to be transferred). The key activity chart at Appendix H assumes the process will take 12 months.

6. Is the Memorandum of understanding a legally binding document?

There are aspects of what needs to be agreed between the NHS body and the New Charity which need to be legally binding – such as the commitment on the part of the NHS body to transfer to the New Charity charitable legacies and other gifts. But not all aspects which the parties might want to record in the MoU have to be. It is however important for it to be clear what is intended to be legally binding and what is not.

40

7. Can the NHS body set up another NHS Charity in the future and, if so, then can it then channel legacies and donations into that one instead of the New Charity?

The Department at present has no intention of removing from NHS legislation the power for NHS bodies to raise charitable funds and hold them as trustee. However, besides the practical complications of having two charities effectively raising funds for the same purpose, the scope for the NHS body to raise funds in future will be affected by the commitment on its part to transfer all charitable legacies and gifts to the New Charity.

8. What exactly does the Department need to see before we can complete the transfer across to the New Charity and do we need to have their written consent before proceeding with this final stage?

See paragraph 3 of this Guidance.

9. Should the NHS body seek independent legal advice?

If the NHS body is the corporate trustee of the NHS Charity, it is likely to need legal advice to guide it through the process in that capacity. It may then make sense for the New Charity, once formed, to have its own legal advice on the terms of the memorandum of understanding / agreements with the NHS body and its future operations.

Where the NHS Charity has separate trustees already, who take the lead, with their own legal advice, on the transfer, the NHS body may decide to seek its own legal representation, but will not necessarily have to.

10. For those NHS Charities with separate trustees already, do they need to inform the NHS Trust Development Authority (NTDA) and if so then when?

The Department will be responsible formally for informing the NTDA, but the NHS Charity may wish to as well, especially if any of its trustees’ terms are due to end during the transfer period, as it may be appropriate for them to be extended to enable them to complete the transfer.

11. The Department has said that eventually all NHS Charities with NTDA appointed trustees will have to convert but they have not given a specific deadline for this yet. What notice will the Department give before it becomes compulsory? Also, will there be a period of grace to allow charities to transfer accordingly and how long is this likely to be?

The Department will notify all NHS Charities with NTDA appointed trustees before any proposed legislative change, to enable them to convert, if this is regarded by them (and the related NHS body, if it is not the NHS Charity trustee) as the appropriate course of action at the time. In addition, the Department has indicated that the implementation date of the legislative change would be deferred, so that in practice this is likely to mean in the region of two years’ notice.

12. When the New Charity is registered, can existing fundraising materials which contain the old charity number still be used?

Once the NHS Charity has been wound up, the New Charity cannot fundraise under the NHS Charity’s charity number. If the wording of the fundraising materials is compatible with the New Charity’s legal structure, then old fundraising materials could perhaps be

used with a sticker adding the relevant new information including the New Charity’s number, but materials should be reviewed to ensure they are not misleading.

If the NHS Charity has been kept in existence in order to hold permanent endowment (see Appendix C and FAQ 2 above), then it would be possible in theory to continue to fundraise using the NHS Charity as the recipient of the charitable donations – within the scope of the NHS Charity’s purposes – but the charity number to be used would be that of the New Charity (assuming a linking direction to have been obtained from the Charity Commission), so, again, a sticker, or similar, would be required to show the New Charity’s number, and there might be a question as to whether this made sense administratively.



Date 11 March 2015

Subject Register of Trustees’ Interests Enclosure H

Nature of item For information For approval For decision


The Charity Trustee is invited to receive and note the Register of Trustees’ Interests.

General Information

Report Author Meg Lambert, Trust Secretary Lead Director Meg Lambert, Trust Secretary


Meeting Date







No

Final/draft format

Final

Ownership

Trust


Yes

2



Register of Trustees’ Interests

1. Background

The Charity currently has a corporate Trustee i.e. Trustees are voting members of the Trust’s Board of Directors. The Trust’s auditors have advised that it is best practice for there to be a separate Register of Interests for both the Board of Directors and the Charity, given their distinct roles.

2. Charity Trustee – Register of Interests Prior to the meeting in December 2014, declaration of interest forms were distributed to all Trustees and it was agreed that the resulting Register would be submitted to the March 2015 meeting. The Register is therefore attached as appendix 1 for the Trustees’ formal receipt and noting.

3. Recommendations

The Charity Trustee is invited to receive and note the Register of Trustees’ Interests.

Meg Lambert Trust Secretary

3

Appendix 1

Charity Trustee Register of Trustees’ Interests

(March 2015)

Name Designation Declared Interest Charles Ashton Medical Director - Member of Solihull CCG Governing

Body Jayne Blacklay Director of Development - Director of SWFT Clinical Services Ltd (a

wholly owned subsidiary of South Warwickshire NHS FT)

- Spouse is a partner in Warwickshire Surgical Partners

Tony Boorman

Non-Executive Director - Director of SWFT Clinical Services Ltd (a wholly owned subsidiary of South Warwickshire NHS FT)

- Spouse is a partner inThinkvivid& Talking Matters Ltd

- Spouse is a Governor of Warwickshire college

Angela Brady Non-Executive Director - County Councillor for Warwick South, under the name of Angela Warner

- Chair of the Smokefree Warwickshire Alliance

- Member of the Conservative Party - Employed GP at Budbrooke Medical

Centre - Part-owner of Lisle Court Medical Centre - Spouse is a GP partner at Croft Medical

Centre Glen Burley Chief Executive - No personal interests

- Spouse is a Governor at Myton School - Spouse is a Practice Nurse at Rother

house Medical Centre Alan Harrison Non-Executive Director - Chairman of Fry Housing Trust,

- Justice of the Peace - Director of the Albatross Arts Project Ltd

Rosemary Hyde Non-Executive Director - Director and Shareholder of RPR Consultants Ltd

- Trustee of Stratford upon Avon Arts House Trust

- Director of Stratford upon Avon Arts House (Trading) Ltd

- Spouse is Director and Shareholder of Brian Hyde Ltd

- Spouse is Director of RPR Consultants Ltd

- Spouse is a Board Member of Homes and Communities Agency

4

Name Designation Declared Interest Jane Ives Director of Operations - Company Secretary, Wiper Blades Ltd

Helen Lancaster Director of Nursing - No personal interests

Nicky Lloyd Director of Finance - Chair of Governors and Charity Trustee at Sutton Coldfield Grammar School for Girls

- Brother- in-Law works for 3M Healthcare Mandeep Mudhar Non-Executive Director - Director of Marketing for Numark

- Assistant Director of the Pharmacists Defence Association

Graham Murrell Chairman - Director and Vice-Chair of Trustees at Castel Froma Ltd (Honorary)

- Non-Executive Director of Acorns Children’s Hospice Trading Ltd (Honorary)

Bruce Paxton

Non-Executive Director - Spouse is an employee of the Trust - Lay member on the Admissions Steering

Group at Warwick Medical School Meg Lambert Trust Secretary



Date 11 March 2015

Subject Allocation of Administrative Costs and Interest

Enclosure

I




The Charity Trustee is asked to approve the proposal to: • Continue the annual £25k charge for administrative costs,

and • Continue to charge the annual £36k charge for the

fundraiser to the General Purposes Fund.

General Information

Report Author Nicky Lloyd, Director of Finance Lead Director Nicky Lloyd, Director of Finance


Meeting Date







Yes- contains person identifiable salary information

Final/draft format

Final

Ownership

Charity Trustee


No

2


Report to Charity Trustee - 11 March 2015

Allocation of Administrative Costs and Interest

1. Administrative Costs

An annual allocation of overhead and support costs of £25k is made and charged to the Charity, then allocated to individual charitable funds, prorated based on fund balances (excluding appeals, legacies, endowments or funds below a de minimis level of £300).

The charge of £25k is based on a reasonable assessment of the time and related costs of staff and the current level of charge has remained in place since 2011/12. The charge attempts to capture the portion of finance and procurement support time, as well as a portion of senior management time, involved in the running of the charitable funds. It does not include any costs for fundraising. It is proposed to leave the charge at this level for the coming year and review it again in 12-months’ time.

2. Fundraiser Costs

Further costs of £36k relating to the costs of employing a professional fundraiser are currently being charged to the General Purposes Fund as expenditure. This had recently become ‘overdrawn’, since there were insufficient funds in the balance to cover the monthly salary recharge, however, a recent large legacy of £116k, as reported elsewhere in the reports to this meeting, has now replenished the General Purposes Fund and will be sufficient for the foreseeable future to cover these costs.

The fundraiser has been employed to lead the Stratford Appeal, and it could be argued that salary costs should be met directly from funds raised for this appeal. However, an important part of the fundraising message around this appeal is that ‘all funds raised will be directly spent’ i.e. no deduction for the fundraiser, in order to maximize impact of the appeal to potential donors. It is proposed to leave the charging arrangements in place for the coming year, and review it again in 12- months’ time.

Appropriate consideration will need to be given to the disclosure in the 2014/15 Charity Financial Statements regarding this.

3. Recommendations

The Charity Trustee is asked to approve the proposal to:

• Continue the annual £25k charge for administrative costs • Continue to charge the annual £36k charge for the fundraiser to the General

Purposes Fund. Nicky Lloyd Director of Finance

agenda - swft.nhs.uk

Documents