Standing Orders Of The Board Of Directors


  1. The committees of the board are as follows:
    • Finance – members of the committee are appointed by the Board. There should be a minimum of three members on the finance committee; members should be confined to non-executive directors, one of who should be Chairman. The aim of the Finance Committee is to advise the Board on the financial affairs of the hospital, review service plan and activity V’s budget, keep financial targets under review, review expenditure trends internally and externally and review specific matters referred by the Board of Directors as appropriate for such a committee.
    • Audit – comprising exclusively of independent non-executive directors and having at least three members, at least one should have recent and relevant financial experience. A key part of this Committee’s remit will be to monitor the independence, objectivity and effectiveness of the external auditors and to review the audit and related services which they provide.
    • Remuneration - comprising exclusively of independent non-executive directors and having at least three members. In general, remuneration of non-executive directors should be based on the responsibilities held and the amount of time which they spend on the role. This committee’s remit will be to review on an ongoing basis the remunerations of senior management and the fees, if any of the "independent" non-executive directors
    • Mission – the Mission Committee is appointed by the Board of Directors of St. Vincent’s University Hospital and its membership will be as representative as possible of the various departments within the hospital. The membership should therefore be not less than ten or more than sixteen made up as follows:

      Chairman of the committee
      1-2 members of the Executive Council Committee
      Mission co-ordinator and mission liaison persons
      Balance representing staff members

      The aim off the Mission Committee is to ensure that the Mission and Philosophy of St. Vincent’s University Hospital, incorporating the ethos of the Religious Sisters of Charity, is integrated into all its hospital activities.
    • Clinical Governance - Terms of reference have yet to be finalised.
    • Education Advisory Board - Terms of reference are being processed and will be available by the end of December 2005 for the Boards consideration.
    • Research Advisory Board – Terms of reference have yet to be finalised.
    • Nomination Committee – This committee will be responsible for recommending to the board persons who might be appointed as independent non-executive directors of the board.
      This committee should be chaired by the Chairman of the board or by an independent non-executive director.

      The committee will comprise of at least 3 directors, the majority of its members will be independent non-executive directors.
  2. The terms of reference, Chairman and the membership of each committee must be determined by the board of directors.
  3. The committees operate under the same standing orders and memorandum & articles of association as the board of directors.
  4. The committees shall report directly to the board of directors.
  5. Delegation of duties
    The board of directors may delegate such duties as they deem fit from time to time to the committees.
  6. When forming a committee of the directors, the directors may authorise, or may authorise such committee to authorise, any person who is not a director to attend all or any meetings of any such committee on such terms as the directors (or as the case may be such committee) shall think fit, but any person so authorised shall not be entitled to vote at such meetings.