Portsmouth Primary Care Alliance Ltd – Governance Structure
Companies House Registration number: 09416062
CQC Provider ID: 1-2335160258
Information Commissioner’s Office Registration: ZA132928
Portsmouth Primary Care Alliance Ltd (PPCA) is a company limited by shares. Its membership is made up of local Portsmouth Practices and shares are issued to a nominated shareholder (1 per practice) based on 1 share per 1,000 registered patients. PPCA has a Share Holder Agreement that has been drawn up by Solicitor (Mr Kevin Stilwell, Stillwells Solicitors). Articles of Association are held by Accountants (Morris Crocker Chartered Accountants).
The Shareholder Agreement is updated following any changes within member organisations and the agreement is duly re-signed by the nominated shareholders. Companies House are notified of change by Morris Crocker Chartered Accountants after written notification is received from member organisations / practices.
At the formation of PPCA, Practices were made aware of the need to reflect their involvement in, and responsibilities towards the Alliance within their own partnership agreements. PPCA would encourage practices to review this on a regular basis, particularly when there are changes within their own organisations. It is the responsibility of practices to make the Alliance aware of any changes relevant to their own involvement within PPCA i.e.: Change in nominated shareholder, practice merger.
PPCA Accountant – Mr P Farrier. Morris Crocker Chartered Accountants
PPCA Solicitor – Mr Kevin Stillwell. Stillwells Solicitors
PPCA Directors (as of 1.3.17)
Dr Rumi Chhapia – Chairperson, Clinical Lead – approx. 2/3 sessions per week
Dr Howard Smith – Clinical Lead, CQC Registered Manager – approx. 2 sessions per week
Dr Mark Swindells – Clinical Lead – approx. 1 session per week.
Mr Mark Stubbings – Finance and Corporate Governance Lead, Information Governance Lead and Caldicott Guardian, non-clinical Director – approx. 1 session per week
Mr Tom Micklewright – Operations Management Lead, non-clinical Director – approx. 1 session per week
Mrs Jan Matthews – Project Development Manager (Employee)
Directors meet for an Operational Meeting fortnightly. Minutes of Operational Meetings are kept and held for Directors only. Minutes of Annual Meeting, Board Meeting and Engagement Events are shared with membership.
Solicitor – Mr Kevin Stillwell, Stillwells Solicitors
Accountant – Mr Peter Farrier, Morris Crocker Chartered Accountants
Election Process for Directors
Original Directors (Dr Chhapia, Dr Smith and Mr Stubbings) where not required to be voted into office. (As agreed with Solicitor)
New Directors are voted into office as per Shareholder Agreement.
- Nomination to be received within agreed time frame
- Voting process managed by LMC (Fourteen Fish) in the interest of fairness and transparency
- Acceptance as a Director requires a majority vote (over 50%)
Share Holder Agreement does not require a Director to step down after a period of time.
Share Holder Agreement does allow for nominated shareholders to request the removal of a Director and explains the process to follow.
At this time, there are no sub-committees in place.
CONFLICT OF INTEREST
PPCA was created to benefit Portsmouth City practices and patients as a whole. The work undertaken by the Alliance is designed to benefit all and no one individual practice.
It is the responsibility of the Directors and Project Development Manager to ensure that all practices are treated equitably and their own practices do not gain any advantage by their Directorship. All Directors are required to hold each other accountable.
NHS Portsmouth CCG works with PPCA in order to ensure fairness for all patients and practices and hold PPCA to account for any issues of conflict it is aware of.
It is the responsibility of PPCA to engage with its member practices via Engagement Events and Cluster Meetings (see communication) and to obtain a mandate from them to undertake the development of services on their behalf.
All Directors are required to declare any relevant conflict of interest. This is recorded in meeting minutes.
PPCA provides 6 Engagement Events per Annum
4 Cluster Meetings per annum (North, Central and South). A nominated Clinical Director attends each meeting and the agenda is agreed beforehand to ensure all meetings discuss and are aware of the same updates. It is the responsibility of a Business Support Officer and Clinical Director to ensure minutes are distributed following meetings
2 Evening Engagement Events – (one of which includes the Annual Meeting and presentation of accounts by Mr Peter Farrier (Morris Crocker Chartered Accountants)). Minutes will be issued to Practice Managers and nominated shareholders following Engagement Events for them to share within their own practices.
With the development of the MCP it may be necessary to change the periodicity of meetings so that PPCA/MCP/cluster meetings are amalgamated into one meeting on a monthly basis.
Additional communications to practices are made by the Project Development Manager on behalf of the Directors to the following mailing lists:
- Portsmouth City Practice Managers
- Portsmouth City General Practitioners
- Nominated Shareholders and Practice Managers
Practices can request a visit from one of the Directors at a mutually agreeable time.
Communication is a two way thing and as such, it is the responsibility of practices (either via GPs, PMs or nominated shareholders), to ensure engagement at meetings and to read emails.
Governance, finance, significant events and member’s feedback are standing items on the agenda of meetings on a regular basis as a prompt to discuss and record key issues on a regular basis.
Decision making Process
The strategic direction of travel PPCA follows is guided by NHS Portsmouth CCG, NHS England (5 year forward view) and member practices.
Wherever practicable, suggestions for progression and new development are discussed with member practices at Engagement Events. Where turn round time is short and a speedy decision is required, PPCA will make every attempt to communicate with practices (Practice Managers and nominated shareholders) by email requesting a view from them with a deadline for response. Clarification will be given in the email as to what no response from practices, within the agreed time frame, will mean (either agree to go ahead, or no we do not want to participate in this project).
Accountant – Mr Peter Farrier, Morris Crocker Chartered Accountants.
All services managed and run by PPCA at this time are commissioned by NHS Portsmouth CCG. In the interests of ensuring value for money and achieving a healthy economy, KPI’s are in place and reviewed on a regular basis by the CCG.
It is the responsibility of the Directors and Project Development Manager to all hold each other financially accountable. In order to achieve this:
- Wages are out sourced to Morris Crocker Chartered Accountants. Mrs Jan Matthews (PDM) authorises Accountants to run pay roll on a monthly basis. Any additions / amendments to wages are signed off by a Director.
- Invoices received from Directors are signed off by an alternative Director
- Mrs J Matthews (PDM) manages the on-line bank account and Xero accountancy package. Accountant has access to overview Xero to ensure accurate and honest recording. Mr M Stubbings, as Director with Finance responsibilities has access to the online bank account to oversee the management of the accounts.
- A Monthly management report is prepared by Mrs J Matthews to ensure Directors are aware of PPCA financial situation.
- Accounts are completed on an annual basis by Morris Crocker Chartered Accountants and presented to the membership at the Annual Meeting.
- Accountants manage the Companies House Registration including the adding / deleting of Directors, changes within practices i.e. mergers or change in nominated shareholder, and the publishing of Annual accounts.
PPCA banks with Lloyds TSB, the account requires 2 signatories for the signing of cheques and any changes to the bank account.
PPCA are grateful to Wessex LMC, Morris Crocker Chartered Accountants and Stillwells Solicitors for reviewing this Governance structure.