The Public Health Wales National Health Service Trust (Membership and Procedure) Regulations 2009

Regulation 3(1)

SCHEDULE 1 E+W PROCEDURES FOR APPOINTMENT OF THE CHAIR AND NON-EXECUTIVE DIRECTORS

1.  This Schedule applies to the selection and appointment of the chair and non-executive directors. E+W

2.  The Welsh Ministers will ensure that appropriate arrangements are in place for the selection and appointment of persons as members and that those arrangements take into account — E+W

(a) the principles from time to time laid down by the Commissioner for Public Appointments and in the Welsh Minister's Code of Practice for Ministerial Appointments to Public Bodies;

(b) the requirement that the selection and appointment be open and transparent; and

(c) the requirement of fair and open competition in the selection and appointment.

Regulation 23(1)

SCHEDULE 2 E+W Rules as to Meetings and Proceedings of the Trust

1.  The first meeting of the Trust will be held on such day and at such place as may be fixed by the chair and he or she is responsible for convening the meeting. E+W

2.—(1) The chair may call a meeting of the Trust at any time. E+W

(2) If the chair refuses to call a meeting after a requisition for that purpose, signed by at least one third of the whole number of directors, has been presented to him or her or if, without so refusing, the chair does not call a meeting within seven days after such requisition has been presented to him or her, such one third or more members must immediately call a meeting.

(3) Before each meeting of the Trust, a notice of the meeting, specifying the business proposed to be transacted at it and signed by the chair, or by an officer of the Trust authorised by the chair to sign on his or her behalf, must be delivered to every director or sent by post to the usual place of residence of such director so as to be available to each director at least ten days before the meeting.

(4) Lack of service of the notice on any director does not affect the validity of a meeting.

(5) In the case of a meeting called by directors in default of the chair, the notice must be signed by those directors and no business may be transacted at the meeting other than that specified in the notice.

3.—(1) At any meeting of the Trust the chair, if present, will preside. E+W

(2) If the chair and vice-chair (if any) are absent such non-executive director as the directors present may choose will preside.

(3) Every question at a meeting will be determined by a majority of the votes of the directors present voting on the question and, in the case of any equality of votes, the person presiding will have a second casting vote.

(4) The names of the directors present at the meeting must be recorded.

(5) No business may be transacted at a meeting of the Trust unless one third of the whole number of directors are present including on or after the operational date at least one executive director and two non-executive directors.

(6) The minutes of the proceedings of a meeting must be drawn up and submitted for agreement at the next ensuing meeting where they will be signed by the person presiding at it.

4.  Where a post of executive director is shared by more than one person in pursuance of regulation 7— E+W

(a) both persons are entitled to attend meetings of the Trust;

(b) either of those persons will be eligible to vote in the case of agreement between them;

(c) in the case of disagreement between them no vote will be cast;

(d) the presence of either or both of those persons may count as one person for the purpose of paragraph 3(5) of this Schedule.