The key point to make is that Directors are appointed by the shareholders to act on their behalf in the day to day running of the company. They have a legal duty to use skill and due diligence to run the company and are accountable to shareholders for the decisions they make.
At BW Medical Accountants we have separate document, which details these responsibilities. To request a copy, please email Rachael firstname.lastname@example.org
What this BLOG will focus upon therefore is that for GPs and Practice Managers coming forward to be Directors of the newly formed Federations, this is going to be a very different way of working. It is not a role to be taken lightly, nor one to take on without carefully considering whether or not you really are cut out to be a Director. The roles and responsibilities document will definitely help you weigh this up; however, for those who make the decision to become a Director it can become one of the most rewarding and fulfilling roles you will ever have.
It will of course mean developing and learning new behaviours and skills. It will also require you to be ready to make decisions that have been delegated to the board without input from the shareholders, who will retain a small number of reserved matters they must be consulted upon. This is equally difficult for shareholders, who as General Practices are used to being consulted by their CCG when it comes to decision making. It takes a bit of getting used to that this will not be the case with the Federation and the Directors will be making all the decision with the exception of those reserved to shareholders.
This though isn't the biggest issue to overcome as a new Director. The issue I notice being hardest to overcome for most new Directors is that they are not there to represent "their practice", or a "locality" within the federation. When a Director attends a board meeting they are there to represent all shareholders, and their decisions must benefit all involved, without vested interest influencing them.
The role of a Director is therefore another area we spend time getting right in the development meetings. Federations need to appoint the right people, with the right skills, behaviours and outlooks. Getting it wrong could spell disaster, and will certainly hold back progress as ultimately it will mean a Director either resigning or being removed, and the process to fill the post will take time. The new Board then has to settle down again in to delivery, which will naturaly take time, and there is no shortcut to that.
The Shareholders Agreement and Articles of Association for the company will detail the decision making powers of the Board, and those matters reserved to the shareholders. It is a requirement of company law that these are not breached. This of course means part of the role of the entire board is to administer the governance of the company and remain within company law. One of the newly appointed Directors will pick up this role within the board, and of course you can get support to execute the role.
In our next issue, we will look the corporate governance structures within a company, starting with the role of a shareholder.
For more information on how we can support you in forming a federation, or to arrange to speak to one of our experts please contact email@example.com or call 0191 653 1022.
Additionally, if you should have questions for us please email firstname.lastname@example.org and we will do our best to answer these within the blog.