Council of Governors code of conduct 2022


Congratulations on being elected/appointed as a Governor of Chelsea and Westminster Hospital NHS Foundation Trust. We are delighted that you joined our Council of Governors and look forward to working with you and supporting you throughout the course of your term of office.

The purpose of this code is to provide clear guidance on the standards of conduct and behaviour expected of all governors. This code, with the code of conduct for directors and the NHS constitution, forms part of the framework designed to promote the highest possible standards of conduct and behaviour within the trust. The code is intended to operate in conjunction with the constitution, standing orders and Monitor’s code of governance. The code applies at all times when governors are carrying out the business of the trust or representing the trust. 

Undertaking and compliance 

Governors are required to give an undertaking that they will comply with the provisions of this code. Failure to comply with the code may result in disciplinary action in accordance with agreed procedure, including the removal of the governor in question from office. 

Interpretation and concerns 

Questions and concerns about the application of the code should be raised with the trust secretary. At meetings the chair will be the final arbiter of interpretation of the code

Principles of public life 

The principles underpinning this code of conduct are drawn from the seven principles of public life and are as follows:

  • Selflessness: Holders of public office should act solely in terms of the public interest: they should not do so in order to gain financial or other benefits for themselves, their family or their friends. 
  • Integrity: Holders of public office should not place themselves under any financial or other obligation to outside individuals or organisations that might seek to influence them in the performance of their official duties. 
  • Objectivity: In carrying out public business, including making public appointments, awarding contracts, or recommending individuals for rewards and benefits, holders of public office should make choices on merit. 
  • Accountability: Holders of public office are accountable for their decisions and actions to the public and must submit themselves to whatever scrutiny is appropriate to their office. 
  • Openness: Holders of public office should be as open as possible about all the decisions and actions they take: they should give reasons for their decisions and restrict information only when the wider public interest clearly demands. 
  • Honesty: Holders of public office have a duty to declare any private interests relating to their public duties and to take steps to resolve any conflicts arising in a way that protects the public interest.
  • Leadership: Holders of public office should promote and support these principles by leadership and example.

Corporate vision and values 

We have launched our values to patients and members of the public to demonstrate the standard of care and experience they should expect from any of our services, including staff, governors and volunteers. These values form the mnemonic PROUD:

  • Putting patients first 
  • Responsive to patients and staff
  • Open and honest
  • Unfailingly kind
  • Determined to develop

Governors should uphold these values throughout the course of their term of office. 

Council of Governors directors’ duties and liabilities 

The general duties of the council of governors are to hold the non-executive directors individually and collectively to account for the performance of the board of directors and represent the interests of the members of the trust as a whole and the interests of the public. The role is set out in detail in the constitution, standing orders, the foundation trust code of governance and is further addressed in Monitor’s guidance for governors. In carrying out its work the council of governors needs to take account of and respect the statutory duties and liabilities of the board of directors and individual directors. 


Governors must comply with the trust’s confidentiality policies and procedures. Governors must not disclose any confidential information, except in specified lawful circumstances, and must not seek to prevent a person from gaining access to information to which they are legally entitled. Nothing said in this code precludes governors from making a protected disclosure within the meaning of the Public Disclosure Act 1998. The trust secretary should be consulted for guidance. 

Fit and proper person 

It is a condition of the trust’s licence that each governor serving on the council of governors is a ‘fit and proper person’. A person may not continue as a member of the council if they are:

a) a person who has been adjudged bankrupt or whose estate has been sequestrated and (in either case) has not been discharged,

b) a person who has made a composition or arrangement with, or granted a trust deed for, his creditors and has not been discharged in respect of it, 

c) a person who within the preceding five years has been convicted in the British Islands of any offence if a sentence of imprisonment (whether suspended or not) for a period of not less than three months (without the option of a fine) was imposed on him/her, 

d) subject to an unexpired disqualification order made under the Company Directors’ Disqualification Act 1986. 

Governors must certify on appointment, and each year, that they are/remain a fit and proper person. If circumstances change so that a governor can no longer be regarded as a fit and proper person or if it comes to light that a governor is not a fit and proper person they are suspended from being a governor with immediate effect pending confirmation and any appeal. Where it is confirmed that a governor is no longer a fit and proper person their membership of the council of governors is terminated in accordance with the constitution.

Conflicts of interest 

Governors must avoid a situation in which they have a direct or indirect interest that conflicts or may conflict with the interests of the trust. Governors must not accept a benefit from a third party by reason of being a governor for doing (or not doing) anything in that capacity. Governors must not offer a benefit to a third party by reason of being a governor for doing (or not doing) anything in that capacity. 

Governors are required to declare the nature and extent of any interest at the earliest opportunity. If such a declaration proves to be, or becomes, inaccurate or incomplete, a further declaration must be made. It is then for the chair to advise whether it is necessary for the governor to refrain from participating in discussion of the item or withdraw from the meeting. Failure to comply is likely to constitute a breach of this code.

Register of interests 

Governors are required to register all relevant interests in the foundation trust’s register of interests in accordance with the provisions of the constitution. It is the responsibility of each governor to provide an update to their register entry if their interests change. A pro forma is available from [the membership office]. Failure to register a relevant interest in a timely manner may constitute a breach of this code.


Governors have a responsibility to attend meetings of the council of governors and of any committees to which they are appointed. When this is not possible apologies should be submitted to the trust secretary in advance of the meeting. Persistent absence from council of governors meetings without good reason is likely to constitute a breach of this code. 

Personal conduct 

Governors are expected to adopt and promote the values of the trust and the NHS. Governors are expected to conduct themselves in a manner that reflects positively on the trust and not to conduct themselves in a manner that could reasonably be regarded as bringing their office or the trust into disrepute. Specifically, governors must treat each other, directors and trust staff with respect; not breach the equality rights and not bully any person. Governors must not seek to use their position improperly to confer an advantage or disadvantage on any person and must comply with the foundation trust’s rules on the use of its resources. Finally governors must have regard to advice provided by the chair and trust secretary pursuant to their duties

Training and development 

Chelsea and Westminster NHS Foundation Trust is committed to providing appropriate training and development opportunities for governors to enable them to carry out their role effectively. Governors are expected to participate in training and development opportunities that have been identified as appropriate for them. To that end governors will participate in the appraisal process and any skills audit carried out by the foundation trust.

Review and revision of the code 

This code has been agreed by the council of governors and where appropriate by the board of directors. The trust secretary will lead periodically a review of the code. It is for governors to agree to any amendments or revisions to the code. 


I hereby confirm that I will adopt and comply with this code of conduct for governors.





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