Annex B - Standing Orders

Introduction

The status and constitution of the Scottish Police Authority (the Authority) are set out in schedule 1 to the Police and Fire Reform (Scotland) Act 2012 (the Act). Paragraph 10 of the schedule empowers the Authority to regulate its own procedure and that of its committees and sub-committees. These Standing Orders are accordingly made.

The Authority consists of up to 15 members. Schedule 1 to the Act provides that the Scottish Ministers will appoint the chairing member and between 10 and 14 other members of the Authority. The members may elect from their number a member to act as deputy to the chairing member.

The Authority members are expected at all times to act in accordance with the principles set out in the Code of Conduct. The key principles which inform the Code are: duty; selflessness; integrity; objectivity; accountability and stewardship; openness; honesty; leadership and respect.
 
Scheduled Meetings

A schedule of meetings of the Board and its Committees for each financial year will be published on the Authority’s website with a minimum of 6-months notice.

Committees and Sub-Committees will review and maintain work plans for each year, which distinguish between standing, cyclical and ad-hoc items.

The Chair or, in their absence, the Vice Chair, may alter the time and/or place of any Board meeting and convene additional meetings as necessary for the fulfilment of Authority functions.

The chair of a Committee or Sub-Committee or, in their absence another Member of the Committee or Sub-Committee may alter the time and/or place of any particular Committee or Sub–Committee and convene such additional meetings as deemed necessary for the due fulfilment of the Authority functions delegated to that Committee or Sub-Committee.

Additional Meetings

Where there is business that is urgent and cannot await the next scheduled meeting of the Board, a Committee or Sub-Committee, an additional meeting may be called. The additional meeting can be called by the chair of the Board, Committee or Sub-Committee. An additional meeting can also be called because of a written request made to the chair of the Board, Committee or Sub-Committee, signed by a majority of Members of the Board, Committee or Sub-Committee, specifying the nature of the business that they wish to discuss at the meeting. Additional meetings may be convened at short notice. As far as timelines will allow, agendas and papers will be circulated in line with Standing Orders.

Where it is not practicable to convene an additional meeting, then the matter may be dealt with by correspondence. In these circumstances, relevant papers setting out the matter for decision will be provided to Members. The matter will be decided in accordance with the consensus of responses received by the deadline, subject to responses being received from a quorum of the Board, Committee or Sub-Committee, as appropriate. If it is not possible to reach consensus then the matter will be brought to the next meeting of the Board, Committee or Sub- Committee, as appropriate.
Exceptional Circumstances
10. In exceptional circumstances where there is urgent business of the Board or a Committee or Sub-Committee and it is not practicable for a scheduled or additional meeting to be convened, nor appropriate for a decision to be taken by correspondence, the Exceptional Circumstances Committee may deal with the urgent business.

Chair

The Chair will, if present, chair all meetings of the Board. In the absence of the Chair, the Vice Chair will preside. In the absence of both the Chair and Vice Chair, the Members present will choose one of their number to preside by a majority vote of those present. Any power or duty assigned to the Chair in relation to the conduct of a meeting may be exercised by the person presiding at the meeting.

Business at meetings shall be conducted through the chair of that meeting who will ensure that all members and invited attendees receive sufficient opportunity to express their views on matters under discussion. The Chair shall promote a culture of openness and debate by facilitating effective contribution, including constructive challenge.

Attendance at Board Meetings

In circumstances where the meeting is held in person, with the agreement of the Chair, individual Members may participate virtually. Virtual attendance will constitute part of the quorum for the purposes of that meeting.

If a Member, without good reason, has been absent from meetings of the Board for a period longer than 3 consecutive meetings of the Board, the Chair will advise the relevant Minister.
Quorum

The quorum for Board meetings is a majority of current Members. No formal business will be transacted at any meeting of the Board unless a quorum is present. A quorum must exist throughout the meeting. If, at any stage during the meeting, a quorum is not present the meeting shall stand adjourned until a date and time the Chair determines.

The quorum of any Committee or Sub-Committee is set out in its Terms of Reference.
Attendance of the Public and Press

All meetings of the Board, its Committees and Sub-Committees are open to be observed by members of the public and media and will be held in a public venue or virtually, except for meetings or parts of meetings where business is to be conducted in private.

The chair of each meeting will make a preliminary assessment of items likely to be considered in private for the purpose of issuing the agenda and determining which papers must be published in advance of the meeting. Parties presenting an item which they are of the view should be considered in private should make representations to the chair of the meeting setting out their reasons for reaching that view, referring to the applicable circumstances detailed in Standing Order 20. The chair will consider these representations when making their preliminary assessment. Reasons for considering items in private will be noted on the agenda and recorded in the minute of the meeting. The Members at the meeting will have the final decision in relation to which items are be considered in private.

If all or part of a meeting is to be held in private, any members of the public or media present will be asked to leave the meeting.

Circumstances in which meetings may be held in private, and papers and reports need not be published include where:

• information relating to identified or identifiable individuals (including members of staff) could be disclosed where there is a risk of a breach of data protection legislation.
• public discussion of the information may prejudice any police operation or the prosecution of offenders.
• disclosure of information could prejudice national security.
• matters to be discussed are the subject of legal proceedings (including misconduct or disciplinary proceedings) or where the information to be discussed consists of or includes legal advice provided to the Authority or to a third party.
• an obligation of confidentiality exists in respect of the information to be discussed.
• confidential commercial or financial information not already in the public domain could be disclosed.
• proposals for significant organisational change, significant changes to the terms and conditions of staff or other sensitive matters are being considered.
• discussion in public would be likely to inhibit the free and frank provision of advice or the free and frank exchange of views for the purpose of deliberation.
• other, exceptional circumstances exist that would justify considering the matter in private, such circumstances to be agreed by the Board and included in the minute of the meeting.
• A member of the public or media who disrupts the business of the meeting may be asked to leave the meeting after due warning has been given. Re-admission to that or other public meetings held by the Board, Committee or Sub- Committee is at the discretion of the chair of the meeting.

Meeting Attendees

The Chief Executive has a standing invitation to attend meetings of the Board, Committees and Sub-Committees. Authority staff may also be required to attend meetings to provide advice.

The Chief Constable or their representative may be required to attend meetings of the Board, Committees and Sub-Committees to provide such reports, statistics or other information relating to the Police Service, police functions or the state of crime as the Authority may reasonably require, in accordance with section 84(3) of the Act.

The chair of the Board, Committees or Sub-Committees may invite any individual or organisation to attend meetings, provide information and/or to make representations to it about particular issues.
Notice of Meetings

Where possible, a notice of meetings will be published on the Authority’s website at least 7 calendar days before the meeting and will include the date, time, location and items of business to be considered at the meeting.

Agenda for Meetings and Order of Business

The agenda for a meeting shall be agreed by the meeting chair in advance of the meeting.

The agenda will be circulated to Members at least 7 calendar days prior to the meeting and will be published on the Authority’s website.

The business of the Board, Committee or Sub-Committee, at all meetings will proceed in accordance with the agenda issued for that meeting unless otherwise directed by the chair of that meeting. No business other than that on the agenda will be considered except where, by reason of special circumstances which shall be recorded in the minute, the chair is of the opinion that the item should be considered at the meeting.
Giving Notice of a Matter to be Considered

Any Member(s) of the Board, Committee or Sub- Committee, may ask for an item to be placed on the agenda of a meeting of the Board or that Committee or Sub-Committee. The chair of the meeting will consider the request.

Papers for Meetings

Papers will be required for all agenda items at a meeting unless it has been agreed in advance with the chair of the meeting that a verbal presentation may be made.

Final papers for meetings must be submitted 8 working days prior to the meeting.

Papers will be circulated to Members at least 5 working days prior to the meeting.

For meetings or parts of meetings open to the public, papers will be posted on the website at least 3 working days prior to the meeting.

If papers are not submitted in line with the Standing Orders, the chair of the meeting may withdraw the item(s) from the agenda.

Conduct at Meetings

The chair is responsible for:
• maintaining order and good conduct at meetings
• ensuring that business is conducted appropriately
• ensuring that all members are given a reasonable opportunity to express their views on matters under discussion; and
• dealing with any question of order raised at a meeting.

All members and invited attendees shall respect and, if necessary, defer to the authority of the chair. Members are accountable for their own individual conduct in meetings in terms of the Code of Conduct and any associated guidance. The chair may rule on the acceptability of behaviour during the meeting and take appropriate action as necessary, including withdrawal of a remark, requiring an apology, or any other action required to allow the meeting to properly proceed. If any member or invited attendee at a meeting continues to behave offensively or is not cooperative, a proposal may be made to suspend that person for the rest of the meeting and if that proposal is supported by the majority of Members in attendance that person must immediately leave the meeting.

Adjourning Meetings

Meetings may be adjourned for a reasonable time if the chair determines so, or a majority of Members present are in favour of an adjournment.
Voting

Where there is an agenda item requiring a decision by the Board, Committee or Sub-Committee the chair will seek the views of Members and, wherever possible, reach a consensus. If a consensus cannot be reached or if the chair views the matter as sufficiently important to record the collective view of the Members, a vote will be taken. Decisions will be reached based on a simple majority, the Chair having a second and casting vote. Voting shall be by a show of hands and the minute will record the vote. At the discretion of the chair, or in the event of a majority of Members present requesting it, the vote will be taken by roll call.

No decision of the Board, a Committee or Sub-Committee may be reconsidered within 6 months of the date of making the previous decision, except where:
• required by law;
• cannot be implemented due to reasons out with the control of the Authority, or
• there has been a material change in circumstances.

Declarations of Interest and Connections

In line with the requirements of the Code of Conduct, individual Members must consider at the earliest stage possible whether they have an interest or connection to declare in relation to any matter that is to be considered. A declaration must be made at the start of the meeting. If the need for a declaration is identified only when a particular matter is being discussed the Member must declare the interest or connection as soon as they realise it is necessary to do so. The declaration should identify the item or items of business to which it relates. The statement should begin with the words “I declare an interest or connection”. The statement must be sufficiently informative to enable those at the meeting to understand the nature of the interest but need not give a detailed description of it.

Declaring a financial interest has the effect of prohibiting any participation in discussion and voting, and the Member should leave the meeting room until discussion of the item is concluded. A declaration of a non-financial interest involves a further exercise of judgement by the Member concerned. They must consider the relationship between the interests that have been declared and the matter to be considered and relevant individual circumstances surrounding the matter. In the final analysis the objective test is whether, in the circumstances of the item of business, and knowing all the relevant facts, a member of the public, acting reasonably, would consider that the Member might be influenced by the interest in their role as a Member of the Authority and that it would therefore be wrong to take part in any discussion or decision-making. If a Member, in conscience, believes that their continued presence would not fall foul of this test, then declaring a non-financial interest need not preclude their involvement in discussion or voting. If they are not confident about whether the objective test is satisfied, they should play no part in the discussion and should leave the meeting room until discussion of the particular item is concluded.

Action Logs

A rolling action log will be kept for the Board, and all Committees and Sub- Committees.

A draft rolling action log will be made available to the meeting chair after each meeting and circulated to the action owners.

The draft rolling action log will be presented to the next meeting together with the minutes, for approval.
Minutes of Meetings

A minute will be kept of all Board, Committee and Sub-Committee meetings.

The minute will record Members present, others in attendance, any apologies for absence and Members or others joining or leaving the meeting.

The minute will also record the essence of the discussion in relation to each agenda item and clear action points arising from decisions including timelines and responsibility. Minutes should be read in conjunction with the agenda and papers for the meeting.

Draft minutes will be available to the chair after the meeting.

The minutes will be presented to the next meeting and approved with or without amendment as a correct record of proceedings.

Approved minutes of public sessions will be published on the Authority website.
Committees and Sub-Committees

The Board may establish Committees to assist and advise it in relation to the performance of any of the Authority’s functions as may be determined by the Board from time to time or;

Perform such functions as may be delegated from time to time.

A Committee shall consist of a chair and such other Members as the Board shall determine.

In appointing Members to a Committee, the Board shall have regard to the following principles:
• the membership shall reflect the range of qualifications and experience necessary for the proper and effective performance of the functions of the Committee.
• the Committee overseeing the audit function shall be denoted as a governance rather than a business Committee.

The Authority Chair may appoint a substitute Member to a Committee or a Sub- Committee if an appointed Member of that Committee or Sub-Committee is unable to attend for the whole of the meeting. The substitute Member will have all the powers and duties of any appointed Member of the Committee or Sub-Committee.

Committees shall be related to the functions of the Authority. In setting Committee terms of reference, the Board will have regard to the following principles:
• the Board may delegate to its committees such of the Authority’s functions as it considers appropriate, within parameters determined by the Board and as set out in committee terms of reference.
• Committees will have defined terms of reference which will be reviewed as necessary but at least every two years.
• Committees will maintain a strategic focus and add value to the Authority’s oversight of policing.

The terms of reference should include, but not be limited to, the following details:
• the minimum number of members and quorum
• remit
• extent of decision-making delegated to the Committee.

The Board shall establish a Committee to oversee the audit function. That Committee will give an independent view in relation to risk management, governance and internal control. While the committee will consider issues relating to risk management, governance and internal control, the Board will maintain responsibility for and make the final decision on all these areas.

Committees may establish Sub-Committees to assist and advise them in undertaking their responsibilities, subject to prior consultation with the Chair.

Any such Sub-Committee will have its membership and terms of reference determined by the parent committee or Board and may include authority to co-opt members.

The Chair has a standing invitation to attend meetings of Committees and Sub-Committees. Any other Board Member may attend after consultation with the Committee chair but will not form part of the Committee.

All decisions made at Committee or Sub-Committee meetings must be made by Board Members who are Members, or substitute Members of that Committee or Sub-Committee.

A summary report will be provided by the Committee chair to the next scheduled meeting of the Authority. Where appropriate, this should provide insight on items considered in both public and private session.

An assurance report will be provided to the Chair by the Committee or Sub- Committee chair as part of the Annual Report and Accounts process.

Committees and/or Sub-Committees may have joint meetings to discuss matters which falls within each of the Committee or Sub-Committees remit. Each Committee and Sub-Committee at the joint meeting must be quorate. Members of the Committees and/or Sub-Committees present at the meeting will chose one of their number to chair the meeting.

Committees and/or Sub-Committees may highlight relevant business to another Committee/Sub-Committee where consideration by the other Committee/Sub-Committee may add value.

Working Groups and Oversight Groups

Short life, officer led working groups and member led oversight groups may be convened by the Board or a Committee for specific purposes. Such groups will have terms of reference, a clear remit and reporting structure and be time limited.
Co-Option of Members to Committees and Sub-Committees

Paragraph 9 of Schedule 1 to the Act allows for members of a Committee or Sub- Committee to include persons who are not Members of the Authority, but such persons are not entitled to vote at meetings.

Co-opted members are appointed at the discretion of the Committee or Sub- Committee Members. In deciding whether it is appropriate to co-opt a member to the Committee or Sub-Committee consideration must be given by the Authority Members to what expertise is required by the Committee or Sub-Committee to allow it to fulfil its remit, and thereafter agree the specification of the skills and experience being sought through co-option.

Upon decision of the Committee or Sub-Committee that co-opted members shall be appointed, nominations for experts having the required skill set shall be invited. Nominations are to be accompanied by a recommendation specifying the nominee’s competence and a detailed CV to support the expertise required. Nominees for co-opted membership may be invited to present themselves to the Committee or Sub-Committee in advance of the Committee or Sub-Committee making an appointment. The Committee or Sub-Committee chair shall seek approval from the Board for appointment of the co-opted member.

The position will be subject to a vetting process which may include both security and disclosure checks.

Co-option is intended to provide specific skills for a fixed term as determined by the Board, up to a maximum period of 2 years. On ceasing to be a member, a person is eligible for reappointment.

A co-opted member may terminate their membership by giving one month’s written notice to the Committee or Sub-Committee chair.

Co-opted members will be required to follow the Authority’s Code of Conduct for Board members, and the associated disclosure requirements, and their appointment may be terminated by the Committee or Sub-Committee chair, subject to the approval of the Board.

The co-opted member shall attend an induction briefing prior to attending their first Committee or Sub-Committee meeting.

Travel and any reasonable subsistence expenses incurred while fulfilling the duties of a co-opted member will be reimbursed.

Procedure for Attendance at Committee and Sub-Committee Meetings: Authority Members

If a Member fails to attend 3 consecutive meetings of any Committee, or 50% of the meetings in any 2 year period, and has not been given leave by the Committee chair, the Committee chair will advise the Board. The Board may remove the Member from the Committee.
Chief Executive

The Chief Executive is the principal advisor to the Board on the discharge of its functions.

The Chief Executive shall ensure that the work of the Board and its Committees and Sub-Committees is supported by Authority officers.

Disclosure of Information

Members will be responsible for the safe custody of any papers or documents that may be issued or entrusted to them in the course of their duties. The loss of any such documents should be reported immediately to the Chief Executive.

Members are required to comply with the confidentiality provisions of the Code of Conduct and any other procedures and protocols around the management, retention, processing and disclosure of information as may be issued by the Chief Executive.
Interpretation

The Chair’s ruling on any question relating to the interpretation of these Standing Orders shall be final.
Revocation and Revision of Standing Orders

No Standing Order adopted by the Board can be suspended at any meeting except on the agreement of a majority of the Authority Members.

Committees and Sub-Committees have no power to depart from these Standing Orders

The current Standing Orders will remain in force until varied or revoked and additional Standing Orders adopted at a meeting of the Board with the agreement of the majority of Authority Members present.

The Chief Executive may submit to the Board a note of any new Standing Order or alteration of any existing Standing Order which seem to them to be required to ensure the effective operation of the Board. Such a proposal shall be considered and decided upon by the Board.

The Board will undertake a periodic review of Standing Orders to ensure that they remain fit for purpose.