YOUR HEALTHCARE COMMUNITY INTEREST COMPANY
PARTNERSHIP BOARD
TERMS OF REFERENCE
1.
CONSTITUTION
1.1
Your Healthcare Community Interest Company (the ‘company’)
has a Partnership Board, which consists of:
Non-Executive Directors
Executive Directors
Representative from the Shared Interest Group and
Representatives from the Membership Council.
1.2
The Partnership Board contributes to the strategic planning of the
company, identifying future business opportunities, ensuring the
effective
conversations
internally
and
with
external
organisations/stakeholders and share the achievements
successes of the company
1.4
These Terms of Reference are intended to reflect the duties, roles
and responsibilities of the Partnership Board.
2
MEMBERSHIP
2.1
Membership of the Partnership Board is comprised as follows:Company directors
 Independent Chair (a non-executive director)
 Deputy Chair (non-executive director) (if appointed)
 Managing Director
 2 Non-executive Directors
 4 Executive Directors (Board Leads)
Representation from the local community – external and internal

2 representatives from the Membership Council
Representatives from Staff - internal
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
1 Shared Interest Group representative
2.2
The Company Secretary and Clinical Support Leads will be in
attendance at Partnership Board meetings.
2.3
The Partnership Board may obtain outside or other professional
advice and secure the attendance of others with relevant
experience if it considers this necessary.
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3.1
ATTENDANCE AT MEETINGS
The Partnership Board shall meet in private.
3.2
The Partnership Board may agree that Members can participate
in its meetings by telephone, video or computer link.
Participation in a meeting in this manner shall be deemed to
constitute presence in person at the meeting, and shall be
included in the quorum for the meeting.
3.3 The Company Secretary shall be the secretary to the Partnership
Board and shall attend to take minutes of the meetings and
provide appropriate support to the Chair and the members. In
his/her absence, this function is to be performed by whoever the
Chair shall approve.
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4.1
QUORUM
A quorum shall be 2 non-executive Directors (one being the
Chair or the Deputy Chair (if appointed)) along with 2 of the
executive Directors and 1 member from either the MC or SI.
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5.1
FREQUENCY OF MEETINGS
There shall be up to 5 meetings a year. Extra meetings may be
called by either the Chair or the Managing Director.
6
6.1
NOTICE OF MEETINGS
Meetings of the Partnership Board shall be called by two
Members of the Partnership Board and the Company Secretary
must, at the request of two Members, call a meeting.
6.2
The Company Secretary shall send a written notice to all
Members as soon as possible after receipt of such a request. The
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Company Secretary shall call a meeting on at least 7 clear days’
notice to discuss the specified business, unless all the Members
agree or urgent circumstances require shorter notice with the
potential of a virtual meeting.
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7.1
VOTING
Questions arising at a Partnership Board meeting shall be
decided by a majority of votes. In all proceedings each Member
must not have more than one vote.
7.2
In the case of an equality of votes, the Chair shall not have a
second or casting vote.
7.3
Any Member who has an interest in a matter to be considered
by the Partnership Board (whether because the matter involves
a firm, company, business or organisation in which they or their
spouse or partner has a material interest or otherwise) shall
declare such interest to the Partnership Board and:



shall withdraw from the meeting and play no part in the
relevant discussion or decision
shall not vote on the issue (and if by inadvertence they do
remain and vote, their vote shall not be counted)
details of any such interest shall be recorded in the
Register of Interests of Partnership Board Members.
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8.1
MINUTES OF MEETINGS
The Company Secretary shall minute the proceedings of all
meetings of the Partnership Board, including recording the
names of those present and in attendance.
8.2
The secretary shall ascertain, at the beginning of each meeting,
the existence of any conflicts of interest and minute them
accordingly.
8.3
Minutes of Partnership Board meetings shall be circulated
promptly to all members of the Partnership Board.
8.4
Minutes of the preceding meeting shall be submitted for
agreement at the next meeting and will be signed by the Chair.
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9.1
FUNCTIONS AND PURPOSE
The functions and purpose of the Partnership Board will include
responsibilities to:

act at all times in accordance with the company’s Articles;

present ideas on the strategic direction of the organisation
within scope and share such recommendations on strategic
direction with the Audit and Assurance Boards (Part I and
Part II).

receive a report from the Audit&Assurance Board Chair
(Part I), which provides assurance on the management of all
aspects of governance (financial, clinical, risk) within the
organisation. ;

ensure high standards of corporate governance and
personal behaviours are maintained in the conduct of the
business of the Partnership Board;

ensure that there is a standing item on the agenda for
reports from the Membership Council on its plans and
performance in promoting the organisation and being
responsive to the Community’s needs;

ensure that there is a standing item on the agenda for
reports from the Special Interest Forum Chairs;

receive and consider reports from any reviews carried out
by external agencies;

delegate aspects of its work programme to Senior Managers
and/or Project groups;

agree to a number of its members being part of a panel,
which will appoint and remove the Managing Director; the
panel will include Non-Executive Directors and Membership
Council Members and the appointment will be subject to
the approval of a three-quarters majority of the A&A Board
Part II.
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10.1
REPORTING PROCEDURES
The Chair - Audit and Assurance Board (Part II) is responsible for
leading the Partnership Board and for ensuring that it successfully
discharges its responsibilities for the organisation as a whole.
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11.1
OTHER MATTERS
The Partnership Board shall:-
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12.1

have access to sufficient resources in order to carry out its
duties;

be provided with appropriate and timely training, both in the
form of an induction programme for new Members and be
invited to attend any training courses or programmes and
assisted to access any relevant courses which may enhance
Members with their role.
REVIEW
The Partnership Board shall review its terms of reference every
two years and review its own performance and terms of
reference to ensure it is operating at maximum effectiveness.
………………………………………
Kevin Barrett
CHAIR – YOUR HEALTHCARE CIC &
CHAIR of Audit and Assurance Part II Terms of reference approved
To be reviewed
December 2015
December 2017
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