PSAA Corporate Governance Framework – December 2021

Appendix 2 – Standing Orders

1     Introduction

1.1 Standing Orders, together with delegated powers and financial policies, provide a procedural framework within which the Company discharges its business. They deal with the business of the Company, procedure at meetings of the Board and any committees, delegation of powers, declaration of interests and standards of conduct.

1.2 The delegated powers and financial policies have effect as if incorporated into the Standing Orders. Board members (the Directors) and members of staff should be aware of the existence of these documents and, where necessary, be familiar with their detailed provisions.

2     Place of business

2.1 The principal place of business of PSAA Limited is 18 Smith Square, London SW1P 3HZ.

3     Meetings of the Board

Calling meetings

3.1 As set out in the Company’s Articles, any Board member may call a Board meeting by authorising the company secretary to give notice of the meeting to directors.

Notice of meetings

3.2 Notice of a Board meeting must be given to each director but need not be in writing.

3.3 Notice of the meeting must indicate: the proposed date and time of the meeting, where is it to take place, and the communication arrangements for directors who are not able to attend the meeting location in person.

3.4 The accidental omission to give notice to, or the non-receipt of notice by, any Board member will not invalidate the proceedings of the meeting. However, failure to serve such a notice on more than three members will invalidate the meeting.

Business to be transacted

3.5 The Chairman draws up the meeting agendas, in consultation with the Board and the Chief Executive.

3.6 No business other than that specified in the meeting notice will be transacted at a meeting unless the business is of an urgent nature, or is required by statute to be transacted and at least two-thirds of the Board members present decide that the business shall be transacted.

3.7 A Board member wishing a matter to be included on an agenda should send a request in writing to the Chairman at least 10 clear days before a meeting. Requests made less than 10 days before a meeting may be considered for inclusion at the Chairman’s discretion.

3.8 Declarations of interest will be a standing item on every agenda.

Quorum

3.9 At any meeting of the Board, the quorum will be three members.

3.10 If a Board member has been disqualified from participating in a discussion or resolution to be taken because of declaration of a conflict of interest (see SO 11.1), he/she shall no longer count towards the quorum. If a quorum is then not available for the discussion or resolution to be taken about any matter, that matter may not be subject to a decision. The Chief Executive shall ensure this situation is recorded in the minutes of the meeting.

Record of attendance

3.11 The Chief Executive shall record the names of all members present at a meeting of the Board in the minutes of the meeting.

Chairmanship of meetings

3.12 The Chairman presides at all Board meetings. In his/her absence, a nominated deputy presides. The Chairman determines the detailed procedure for the conduct of business at meetings of the Board and the Chairman’s decision on questions of order will be observed at the meeting, subject to the provisions of Standing Orders.

Voting

3.13 Unless these Standing Orders provide otherwise, any question arising before the Board will be determined by a majority of the members present. A member absent at the time of the vote may not vote by proxy. In the event of an equality of votes, the Chairman will have a second or casting vote.

3.14 The procedure for voting will be a matter for the Chairman at the meeting, subject to any decision of a majority of the Board to the contrary, including:

  • the form that voting shall take, whether by a show of hands, or by some other means; and
  • any question whether or not to record the voting in the minutes to show how each Board member present voted or abstained.

3.15 Board members may ask for their dissenting views on any matters to be recorded in the minutes.

Adjournment

3.16 Any meeting of the Board may be adjourned at the discretion of the Chairman. Reasonable notice will be given, where practicable, of the date and time of the reconvening of the adjourned meeting, if the Board considers it necessary. Otherwise the Chairman will decide which agenda items will be carried forward to the next ordinary Board meeting.

Minutes

3.17 Draft minutes of each Board meeting will be drawn up under arrangements put in place by the Chief Executive. They will be submitted to the Chairman for comment and subsequently placed on the following Board agenda for approval by the Board. There will be no discussion of the minutes except on their accuracy, or on matters arising from them.

3.18 Minutes will be circulated and published as directed by the Board.

4     Delegation of powers

4.1 The Company has specified those matters that are reserved to the Board for decision, and those matters that may be
delegated to the Chief Executive. The Chief Executive may, in turn, delegate any matter within his/her authority to
another Company member of staff. Any person to whom a matter is delegated by the Chief Executive, or under
arrangements approved by him/her, will carry the authority of the Company in respect of the matter so delegated.

4.2 The Board will review and approve the delegations, as part of the Corporate Governance Framework, annually.

5     Urgent or non-contentious business

5.1 Urgent business is deemed to be any matter requiring a Board decision before the date of an ordinary, or extraordinary, Board meeting. In such cases, the Chief Executive, working with the company secretary, should take all practicable steps to consult with the Chairman, his/her nominated deputy, and as many other Board members as the Chief Executive considers appropriate (and, if at all possible, no fewer than three Board members). The Chief Executive should seek Board members’ views as to:

  • the urgency of the matter requiring decision;
  • the possibility of holding a Board meeting to consider it; and
  • the action to be taken.

5.2 The Chief Executive should decide, in the light of Board members’ views, what action to take; should notify as many Board members as practicable (and in any event no fewer than three) of the proposed action; and should allow as much time as he/she considers reasonable in the circumstances for Board members to comment on the proposals. The Chief Executive should then act as he/she considers appropriate.

5.3 The exercise of such powers will be included in the Chief Executive’s report to the next meeting of the Board, which will consider whether further action is required.

5.4 If, in the opinion of the Chairman and the Chief Executive, any matter requiring a decision of the Board is unlikely to be contentious, the Chief Executive may give notice of a proposed resolution, together with any necessary explanation and information, to all members of the Board in writing.

5.5 A resolution under SO shall be valid and effective without a meeting of the Board provided that, by the end of the sixth working day following the day on which notice was sent, no Board member who would be entitled to attend and vote on the matter at a meeting has indicated disagreement.

5.6 In the event of such disagreement, the matter shall be referred to the next meeting of the Board for decision.

5.7 Such a resolution will be reported to the next meeting of the Board as having been made on the last day of the period referred to in SO 5.5.

6     Committees

6.1 The Board may establish standing or ad hoc committees, consisting of such numbers and for such purposes as the Board may determine.
Corporate governance framework.

6.2 The provisions of these Standing Orders shall apply where relevant to the operation of all committees, unless these Standing Orders specify otherwise.

7     Membership of committees

7.1 Committees are established and appointed by the Board.

7.2 A person who is not a member of the Board may participate in a committee discussion and advise, but may not take part in any decision on the exercise of any Company functions unless the Board so determines, and unless the Board members form a majority of those present.

7.3 Dates and venues of ordinary committee meetings will be set in advance and circulated as directed by the committee chairman. Such meetings shall be known as ordinary committee meetings. An extraordinary committee meeting may be called at any time by the chairman of the committee in accordance with SO 3, as if the references there to the Chairman were to the chairman of the committee, and the references to the Board were to the committee. Details of all business to be transacted at committee meetings shall be sent to any Board member who has specifically requested them. Any Board member can attend, as an observer, any committee meeting of which he/she is not a member.

Quorum

7.4 Unless a quorum is specifically set down in this framework for a committee, the quorum of members who must be present in person, or by telephone, at any meeting of a committee will be half the voting membership of that committee (rounded up in the case of odd numbers of members). The Board may set a higher quorum for individual committees.

Reporting

7.5 The chairman of the committee shall report the minutes of committee meetings to the next appropriate meeting of the Board.

8     Declaration of interests

8.1 Board members are required to declare any interests that are relevant and material to the Company and which they might reasonably be expected to know about. All members should declare such interests on appointment, as soon as they arise, or as soon as they become aware of them. Declarations of interest will be a standing item on all committee agendas.

8.2 Interests that should be regarded as ‘relevant and material’ are circumstances in which there is a real possibility of bias, including those in which a Board member or his/her close family or any nominee:

  • is a paid employee, partner, director or proprietor of a company or other body with which the Company has, is entering into or is proposing to enter into, a contract;
  • is a trustee or on the management committee, or other controlling body, of a non-profit making organisation with which the Company has significant dealings;
  • has a controlling interest or has shares or securities with a nominal value of more than £25,000 or one-hundredth of the total issued share capital in a company or organisation with which the Company has, is entering into or proposing to enter into a contract; and/or
  • has a direct interest in any land or property that is used by the Company.

8.3 Certain disclosures must be published in the annual accounts. These are disclosures relating to Board members and staff who are in a position of influence resulting from being elected to, receiving remuneration from, or being appointed to any organisation:

  • where the Company appoints the auditor;
  • that is a central government department; and/or
  • that is a provider or receiver of significant services to, or from, the Company.

8.4 In the case of persons living together as a family, the interest of one shall, if known to the other, be deemed for the purpose of these Standing Orders to be also an interest of the other.

9     Exemptions

9.1 SO 8 above does not apply to an interest in a contract, proposed contract or other matter which a member has as a council tax payer of a local authority.

9.2 A Board member will not be treated as having a pecuniary interest in any contract, proposed contract or other matter by reason only of an interest of his/hers or of any company, body or person with which he/she is connected as mentioned in SO 8 above, which is so remote or insignificant that it cannot be reasonably regarded as likely to influence a member in the consideration of, or in voting on, any question with respect to that contract or matter.

10     Register of interests

10.1 A general notice given in writing to the Chief Executive by a Board member to the effect that he/she or his/her spouse or nominee has a relevant and material interest as defined in SO 8 above shall, unless and until the notice be withdrawn, be deemed to be a sufficient disclosure of his/her interest in any contract, proposed contract or other matter that may be the subject of consideration after the date of the notice.

10.2 Particulars of any disclosure made under the foregoing provisions shall be recorded. This register will include details of all relevant and material interests as defined in SO 8 above. These details will be updated annually and any changes to interests declared during the previous twelve months will be included in the register, which will be published on the Company’s website.

11     Procedure at meetings

11.1 If any Board member has a direct or indirect interest (as defined in SO 8 above) in any contract, proposed contract or other matter and is present at a meeting of the Board or a committee at which the contract or other matter is the subject of consideration, he/she shall, at the meeting and as soon as possible after its commencement, disclose the fact. The Board member will not take part in the consideration or discussion of the contract or other matter or vote on any question with respect to it unless, exceptionally, the Board considers the interest to be of a nature which brings no risk of a real or perceived conflict of interest. Where, in accordance with the above, a member does not participate in the consideration of a matter, he or she shall normally withdraw from the meeting during that item of business, unless the Chairman deems it unnecessary. All disclosures of interest will be recorded in the minutes of the meeting.

11.2 If any Board member:

a) is a member or an elected mayor of an opted-in authority, or is an opted-in police and crime commissioner, or has held any such office within the previous three years; or
b) is an employee of an opted-in authority or has been such an employee within the previous three years; or
c) is a director, partner or senior manager of an entity which, or an individual who, carries out work or provides services or supplies goods to an opted-in authority, or receives funding from an opted-in authority, or has done so within the previous three years; or
d) is engaged in business with a member or an elected mayor of an opted-in authority or an opted-in police and crime commissioner or an employee of an opted-in authority, or is a director, partner or senior manager of the entity carrying on that business; or
e) has made an objection to the auditor at an opted-in authority within the past three years

(each such opted-in authority being referred to in relation to the Board member as the ‘Relevant Body’ in the remainder of this SO)

and is present at a meeting of the Board or a committee, the Board member will not take part in the consideration or discussion of or vote on any question with respect to the following matters:

i) the appointment or removal or performance of the auditor for that Relevant Body;
ii) the appointment or removal or performance of the auditor for an opted-in authority working in partnership or collaboration with that Relevant Body in a manner that may impact on audit responsibilities;
iii) the setting or variation of the fee for the audit of the accounts of that Relevant Body (but not the specification of the scale of fees for opted-in authorities generally);

and shall withdraw from the meeting declaring that this Standing Order applies to him or her unless, exceptionally, the Board considers the interest to be of a nature which poses limited risk of a real or perceived conflict of interest in which case it may exercise discretion about whether the Director concerned may be present and/or may participate in the discussion and/or may vote in relation to the relevant matter.

12     Standards of conduct

12.1 Board members are required to comply with the standards of conduct set out in this framework. Company staff are required to comply with the standards of conduct set out in the Company’s staff terms and conditions and human resources policies.

Use of information

12.2 No Board member shall use information gained in the course of their duty for personal gain nor seek to use the opportunity of the public service to promote their own or other parties’ private interests. Members should at all times avoid behaving in a manner which might bring the Company into disrepute.

Gifts and hospitality

12.3 No member may corruptly solicit or accept any gift or consideration as an inducement for doing or refraining from doing, or showing favour or disfavour to any person in an official capacity.

12.4 Members should exercise the utmost care in accepting hospitality or gifts where there could be a real or perceived conflict with their official duties at PSAA. They should declare in the hospitality register all such gifts or hospitality (whether accepted or not) where the cumulative value from any one organisation or individual exceeds £200 in any 12 month period or £50 for any one gift. The hospitality register will be maintained by the Chief Executive and will be published on the Company’s website. An annual report will be presented to the Board.

Appointments

12.5 No Board member shall solicit any employment by the Company for any person with intent to bypass due process. This Standing Order shall not preclude a member from giving written testimonial of a candidate’s ability, experience or character for submission to the Company.

Relatives of Board members

12.6 Board members shall disclose to the Chief Executive any relationship with a candidate for a staff appointment of whose candidature he/she is aware. The Chief Executive shall report to the Board any such disclosure made.

12.7 On appointment, Board members should disclose to the Chief Executive whether they are related to any other Board member or holder of any office under the Company.

13     Indemnity

13.1 Provided that a member has acted honestly and in good faith, the Company will indemnify him/her against any civil liability that may be incurred by him/her in the execution or purported execution of Board functions, save where the member has acted recklessly.

14    Suspension and amendment of standing orders

Suspension of standing orders

14.1 At any meeting the Board may, by a majority of not less than two-thirds of those present and voting, resolve to suspend these Standing Orders for the duration of the meeting or of any item of business to be transacted at the meeting, provided that:

  • suspension of Standing Orders does not contravene any statutory provisions or directions;
  • any decision to suspend Standing Orders is recorded in the minutes; and
  • a separate record of matters discussed during the suspension is kept.

Amendment of standing orders

14.2 These Standing Orders may be amended by alteration, addition or deletion, provided that:

  • amendment or variation of the standing orders does not contravene any statutory provisions or directions;
  • at least five days’ notice shall be given of the proposed amendment; and
  • the amendment shall be approved by a majority of not less than two-thirds of the Board members present and voting at the meeting in which it is moved.

14.3 The Board will review the Standing Orders as part of the Corporate Governance Framework. The review will include all other documents having effect as if incorporated into Standing Orders.

Back to top