Procedures - Medical Research Scotland

These procedures are supplementary to the Trust’s Standing Orders.

Members/Trustees
The Trust’s legislation refers to “members” of the Trust. They would be referred to
as “Directors” or “Trustees” if the constitution of the Trust was different, and they
are “charity trustees” in terms of charity legislation. They are referred to as “trustees”
in the day-to-day running of the Trust and will be referred to as such in this
document and other documents regulating the governance of the Trust.
Appointment of Trustees
The formal procedure for appointing trustees is set down in the Standing Orders. It is
paramount that there is a breadth of expertise and a balance of disciplines
represented among the trustees. The precise steps in appointing trustees may depend
on the skill set being sought and on many other matters but issues to be taken into
consideration include:-
” Advertisement – some form of publicising of posts will probably be necessary.
In most cases vacancies will be detailed on the Trust’s website and it may also
be appropriate to notify for example the Health and Biomedical Divisions of
the research Universities for scientific/medical trustees. In all cases it will be
made clear which areas of expertise are sought.
” Interview procedure – there will be an interview process but the make up of
the interview panel will depend on the individual being interviewed to take
account of areas of expertise and any conflicts. The default position is that
the Chairman and Vice Chairman have a delegated authority to interview
potential trustees and make recommendations to the full body of trustees. It
may be felt appropriate, but will not be a requirement, to have a “non-trustee”
on the interview panel.
” Periods of appointment – in most cases appointments will be for four years
with one renewal (i.e. the maximum allowed in terms of the legislation).
However, the precise period of appointment will be decided on a case by case
basis. One issue to take into consideration is the periods of appointment of
other trustees and everything possible should be done to avoid a large number
of trustees all having to retire at the same time. If the trusteeship is full (i.e.
15) the aim should be to have one quarter of the trustees either retiring or
coming up for re-appointment each year.
” Appraisal – trustees approaching the end of their first term of office and who
are eligible for reappointment for a further term shall be subject to a ‘lighttouch’
appraisal carried out by the Chairman and one other trustee. The
Chairman will be subject to annual appraisal by two other trustees.
Meetings
The Trust’s year end is 31st March and there will be at least two full Trust meetings a
year, normally one in late September/early October in particular to approve the
Annual Report & Financial Statements and Annual Review, award PhD studentships
based on recommendations from the PhD Studentship Panel (on which some of the
trustees will sit and the Terms of Reference for which are attached), review grant
processes, outcomes and wider issues, review development, marketing and
communications and receive a report from the Audit & Investment Committee; and
one in February to consider Vacation Scholarship applications, approve annual and
longer term plans, approve a budget, review investments, review governance matters
including the Risk Register and receive a report from the Audit & Investment
Committee.
There will be an Audit and Investment Committee which will normally meet twice a
year, in June to consider a draft of the Annual Report & Financial Statements and
also to review the Trust’s investments) and in November principally to review
investments. The Chairman of the Trust will not sit on this Committee.
There will be a Science Sub-Committee, the remit for which is to be agreed.
There will also be such other ad hoc Committees as may be required and it may be that
a Marketing Committee will be established.
Appointment of Officers and Advisers
The Trust will at present appoint:-
” Trust Secretaries
” Accountants and Auditors (who may or may not be the same Firm)
” Investment Managers
” A Scientific Adviser
” A PR and Marketing Adviser (and possibly also a separate Fundraising
Adviser)
These appointments will generally be reviewed at least every four years.
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External members will also be appointed to the PhD Studentship Panel in accordance
with the Terms of Reference for that Panel.
Conflicts
Any conflict must be declared and where a trustee declares a conflict they shall not be
involved in any decision which requires to be taken by the trustees on that matter.
Where there is a conflict in relation to a funding application the trustee declaring the
conflict shall not have access to any papers relating to the application nor be party to
any discussions in relation to that application, shall leave the room during any such
discussion and shall have the role of observer without scoring/voting rights on such
applications during any final round-table decision making on funding. If any trustee
is unclear as to whether or not there is a conflict, advice should be sought from the
Chairman or the Scientific Adviser. A similar procedure will be adopted as
appropriate in the case of other conflict situations.
Statements of Corporate Governance and Internal Controls and Operational
Procedures
As a matter of good governance the Trust will maintain statements on Corporate
Governance and on internal controls and operational procedures and these will be
reviewed annually by the Audit and Investment Committee and approved at a full
meeting of the Trust.
Annual Plan
The Trust will produce an annual plan each year to set out the aims for the coming
year and monitor the performance for the preceding year.
Funding Applications
Funding applications are considered on two occasions during the year: those for
Undergraduate Vacation Scholarships are decided in the early spring; those for PhD
Studentships in the late summer/early autumn.
Funding decisions for PhD Studentships will be taken in a two-stage process.
Applications, detailing a defined research project, will first be subject to expert peer
review by the members of the PhD Studentship Panel (“the Panel”). The Terms of
Reference of the Panel are attached. The Scientific Adviser will have provided the
members of the Panel with sufficient information about the applications to enable
them to declare any possible conflict of interest in any application, in advance of their
review. The independent reports of this group will then be considered by the Panel
members in committee and recommendations for funding made to the trustees, who
will take the final decision. Thereafter, those awarded funding will select suitably
highly-motivated and qualified students following advertisement and interview by a
group comprising the academic institution, the company and a representative of the
Trust. Vacation Scholarship applications are reviewed separately and independently by the
scientific & medical trustees, with final funding decisions being taken by all of the
trustees in light of the recommendations of the scientific & medical trustees.
Trustees’ approval of funding is given at Trust meetings or, in exceptional
circumstances, by email, and is decided by majority. Once approved, and subject to
any authorisation of deviation from the application submitted which will normally be
dealt with by one or two trustees under delegated authority, the Secretaries will issue
award letters on behalf of the Trust.
February 2012 (last reviewed March 2013)
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Terms of Reference for the PhD Studentship Panel
Purpose
The PhD Studentship Selection Panel (“the Selection Panel”) is a peer review panel
comprising high profile, expert external reviewers, with selected trustees of Medical
Research Scotland, to review applications for PhD Studentships in a rigorous and
transparent manner. The Selection Panel will make recommendations to all the trustees of
Medical Research Scotland, who will be responsible for the ultimate decision making.
Membership
The Chairman of the Selection Panel will be appointed, following nomination/invitation by
the trustees of Medical Research Scotland but will not be a trustee of Medical Research
Scotland.
There will be other external members, recommended/nominated/invited by and
subsequently appointed by the trustees of Medical Research Scotland. At all times there
must be a minimum of two external members of the Selection Panel, including the
Chairman.
A number of the trustees of Medical Research Scotland will sit on the Selection Panel.
There will be a Deputy Chair of the Selection Panel who will be one of the trustees of
Medical Research Scotland, as chosen by the trustees of Medical Research Scotland.
The members of the Selection Panel will all be appointed by the trustees of Medical
Research Scotland on such terms and conditions as are set out in their appointment letters.
Meetings
The Selection Panel will usually meet annually in the late summer/early autumn to review
applications and make recommendations to the trustees of Medical Research Scotland.
Quorum
The quorum for a meeting of the members of the Selection Panel shall be two external
members and three trustees of Medical Research Scotland.
Duties and Responsibilities
The principal responsibility of the Selection Panel is to carry out rigorous peer review of the
applications in order to make recommendations to the trustees of Medical Research
Scotland.
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Conflicts of Interest
Any conflict must be declared and where a member declares a conflict they shall not be
involved in any decision which requires to be taken by the members on that matter. Where
there is a conflict in relation to an application the member declaring the conflict shall not
have access to any papers relating to the application nor be party to any discussions in
relation to that application, shall leave the room during any such discussion and should only
have the role of observer, without any scoring or voting rights during any final round-table
decision-making. If any member is unclear as to whether or not there is a conflict, advice
should be sought from the Chairman.
Confidentiality
The members of the Selection Panel will be required to treat discussions, documents or
other information relating to the work of Medical Research Scotland, and applications made
to Medical Research Scotland, in a confidential manner. They will often receive information
of a private or commercially-sensitive nature which is not yet public, or which perhaps would
not be intended to be public. They must always respect and comply with the requirement to
keep such information private. It is unacceptable to disclose any information to which they
have privileged access, for example derived from a confidential document, either orally or in
writing. In the case of other documents and information, they are requested to exercise
their judgement as to what should or should not be made available to outside bodies or
individuals. In any event, such information should never be used for the purpose of
personal, commercial or financial gain, or used in such way as to bring Medical Research
Scotland into disrepute.
Recommendations
All recommendations made by the Selection Panel are for consideration by the trustees of
Medical Research Scotland who will use the information in their decision making process.
July 2011 (last reviewed March 2013)