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

  1. 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.
  2. 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.
  3. 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.
  4. 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.
    – 3 –
    External members will also be appointed to the PhD Studentship Panel in accordance
    with the Terms of Reference for that Panel.
  5. 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.
  6. 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.
  7. 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.
  8. 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)
    – 5 –
    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.
    – 6 –
    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)