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

Interpretation

Throughout these Standing Orders, the following terms have the meaning set against them:

Terms and Meanings

Act                                         

The Police and Fire Reform (Scotland) Act 2012

Board                                     

The members of the Authority appointed by Scottish Ministers in terms of the Act

Chair/Chair of the Board       

The chairing member appointed by the Scottish Ministers under paragraph 2(1) of the Schedule

Chief Executive                     

The Chief Executive employed by the Authority or any person appointed or authorised by the Authority to perform the functions of the Chief Executive

Code of Conduct                     

The Code of Conduct for members of the Authority developed in accordance with the Ethical Standards in Public Life Etc. (Scotland) Act 2000

Committee                             

A committee of the Authority established by the Board under paragraph 9(1) of the schedule

Days                                       

Calendar days, except where stated otherwise

Member                                   

A member of the Authority appointed by the Scottish Ministers under paragraph 2(1)(b) of the Schedule

Schedule                                

Schedule 1 to the Act

Sub-Committee                       

A sub-committee established by a committee under paragraph 9(2) of the schedule

Vice Chair                              

The deputy to the chairing member elected under paragraph 2(4) of the schedule

Website                                  

www.spa.police.uk

Ordinary Meetings

Prior to the beginning of each calendar year, a provisional schedule of ordinary meetings of the Board, its Committees and any Sub-Committees for that calendar year shall be approved by the Board and published on the website.

Committees and Sub-Committees will establish co-ordinated and proactive forward looking work plans for the year, agreed by the Board, and 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 particular Board meeting and may convene such additional meetings as may be deemed necessary for the due 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 may convene such additional meetings as may be deemed necessary for the due fulfilment of the Authority functions delegated to that Committee or Sub-Committee.

Special Meetings

Where there is business that is urgent and cannot await the next ordinary meeting of the Board, or of a Committee or Sub-Committee, a special meeting may be called by the chair of the Board or of that Committee or Sub-Committee, or as a result of a written request made to the chair of the Board or of that Committee or Sub-Committee, signed by a majority of Members of the Board or Committee or Sub-Committee, as appropriate, specifying the nature of the business that they wish to discuss at such a meeting.

Notice of a special meetings shall be given in the same way as notice for ordinary meetings unless the chair of the meeting determines that the nature of the urgency requires the meeting to be held at shorter notice than otherwise required in these Standing Orders.

Where it is not practicable to convene a special meeting in a public venue or by video/teleconference, 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 by email or by post. The papers will be of a standard expected for submission to a formal meeting and will set a deadline for submission of Members’ views. 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. In the event that 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

In exceptional circumstances where there is urgent business of the Board or a Committee or Sub-Committee and it is not practicable for an ordinary meeting or a special meeting to be convened 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 a public venue participation will normally be in person but, with the agreement of the Chair, individual Members may participate by telephone, conference call, or video-conference. In such circumstances, the Member(s) would be deemed to be present and to constitute part of the quorum for the purposes of that meeting. In all circumstances, the Chair will have the final authority and consent will be dependent on the availability of appropriate technology at the meeting location.

If a Member, without reasonable excuse or leave of the Chair, has been absent from meetings of the Board for a period longer than 4 consecutive months or for 3 consecutive meetings of the Board, the Chair will advise the relevant Minister.

Quorum

The quorum for Board meetings shall be a majority of current Members. No formal business shall 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 shall be contained within 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 by way of video/teleconference, with the exception of meetings or parts of meetings where business is to be conducted in private.

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
• 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
• 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
• 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.

Agendas may not be published only in circumstances where 20 c (above) applies, such that disclosure of information could prejudice national security.

In relation to meetings the chair of that meeting shall make a preliminary assessment of items that are likely to be considered in private for the purpose of issuing the agenda and determining those papers which require to 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, making reference to the applicable circumstances detailed in Standing Order 20, in order that the chair may have regard to this 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 then present will be asked to leave 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 shall be 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 his/her 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 individuals, bodies or organisations to attend meetings, provide information and/or to make representations to it about particular issues. The Board, Committees and Sub committees may also invite individuals, bodies or organisations to provide it with written submissions for consideration in advance of meetings. The Board, Committee or Sub-Committee may, from time to time, agree upon and publish a process for seeking input and/or information (including the format and timescales for this input or information to be provided) from interested and/or affected parties in advance of it considering particular issues at a meeting.

Notice of Meetings

Notice of ordinary meetings will be advertised on the Website. The notice will be advertised at least 7 calendar days before the meeting and shall include the date, time, venue 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 chair of the Board, Committee or Sub-Committee at least 21 days in advance of the meeting. In doing so, the respective chairs shall endeavour to ensure that adequate time will be available for discussion of all agenda items, particularly strategic issues.

The agenda will be circulated to Members by electronic means at least 7 days prior to the meeting, and will be published on the website subject to Standing Order 21. If requested, paper copies can be made available.

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. This to be done at least 21 days in advance of the meeting. The chair of the meeting will consider the request, taking advice from the Chief Executive and appropriate Authority officers as appropriate. If the chair decides not to include the item on the agenda, the Member will be advised and the Board or relevant Committee or Sub-Committee informed during the chair’s opening remarks.

The agenda for special meetings will be confined to the business necessitating the convening of the meeting.

Papers for Meetings

The Authority officer supporting the Board, Committee or Sub-Committee will provide papers for all agenda items at a meeting unless it has been agreed in advance with the chair of the meeting that an oral presentation may be made.

Final papers for meetings must be submitted to the officer supporting the Board, Committee or Sub-Committee 10 days prior to the meeting and must be of a high standard. Any request for further information or reports made by the chair of the meeting must be adhered to.

Papers will be delivered to Members by electronic means at least 7 days prior to the meeting. If requested, paper copies can be made available.

For meetings or parts of meetings open to the public, papers will be posted on the website at least 3 days prior to the meeting subject to Standing Order 21.

If papers are not of the standard required for the meeting or are unavailable
for dispatch 7 days prior to the meeting, the officer supporting the Board,
Committee or Sub-Committee may, after consultation with the chair of the
meeting and the Chief Executive or appropriate officer, make a late posting, or
table the (revised) paper(s) at the meeting, or withdraw the item(s) from the
agenda of the meeting.

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 course of 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 unco-operative, 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 on the basis of 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;
• the original decision 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

In line with the requirements of the Code of Conduct, individual Members must consider at the earliest stage possible whether they have an interest to declare in relation to any matter that is to be considered. They should consider whether agenda items for meetings raise any issue of declaration of interest. A declaration of interest must be made as soon as practicable at a meeting where that interest arises. If the need for a declaration of interest is identified only when a particular matter is being discussed the Member must declare the interest as soon as they realise it is necessary to do so. The oral statement of declaration of interest should identify the item or items of business to which it relates. The statement should begin with the words “I declare an interest”. 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 particular 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 particular matter to be considered and relevant individual circumstances surrounding the particular matter. In the final analysis the
objective test is whether, in the particular 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 or not 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 no later
than 5 days after each meeting, and circulated to the action owners.

The draft rolling action log will be presented to the next ensuing meeting of the
Board/Committee/Sub-Committee together with the minutes, for approval

Minutes of Meetings

A minutes or record will be kept of all Board, Committee and Sub-Committee
meetings.

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

The minute/record will also record the essence of the Board/Committee/Sub Committee’s discussion in relation to each agenda item and clear action points arising from the Board/Committee/Sub-Committee’s decisions including timelines and responsibility. For ease of reference, minutes will be read in conjunction with the agenda and papers for the meeting which will be referenced where appropriate in the minute.

Draft minutes/record will be available to the chair of the Board/Committee/Sub Committee no later than 14 days after the meeting.

The minutes/record of the Board, Committee or Sub-Committee will be presented to the next ensuing meeting of the Board, Committee or Sub Committee as appropriate, and shall then be approved with or without amendment as a correct record of proceedings.

Once approved, the minute/record of the meeting will be signed by the chair of the meeting and retained in the central record of all approved minutes of meetings.

Minutes/records of meetings of Committees and Sub-Committees may be included on the agenda of Board meetings, even if they have not been approved by the Committee or Sub-Committee.

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 Chair may appoint a substitute Member to a Committee or a Sub Committee if an ordinary 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 ordinary 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, subject to such limitations as
  may be prescribed by the Board and with such terms of reference
  and powers as it may determine.
• Committees will have defined terms of reference which will be
  reviewed as necessary but at least every two years.
• care shall be taken to ensure that the terms of reference and
  working methods of Committees add value to the Board’s work and
  not layers.
• at a minimum, the terms of reference should include the following
  details:
  membership and quorum
  remit
  extent of decision-making delegated to the Committee, if any
• Committee members should be mindful of the role of the Executive
  by not undertaking work appropriate to the Executive.
• Committee chairs should liaise with the Chief Executive in order to
  take account of the Executive’s capacity to support the committee,
  in particular if the work they are proposing extends beyond the
  Authority’s priorities or strategic and business plans.

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 of 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 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 to the Chair by the Committee or Sub Committee chair after each Committee or Sub-Committee meeting.

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 SPA 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 appropriate 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 shall 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 shall 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 him or her 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.